In addition, based on the fair value of the shares of common stock of the Company at the time of issuance, the Company recorded an additional $ 100,000 of
share based compensation expense related to the transaction.
Not exact matches
On a non-GAAP
basis (excluding stock -
based compensation expenses, amortization of intangible assets, reorganization costs, goodwill and technology impairment charges, the impact of the US tax reform and a loss from discontinued operations), net loss for the fourth quarter was $ (798,000), or $ (0.26) per diluted
share, compared with a net loss of $ (432,000), or $ (0.15) per diluted
share, for the fourth quarter of 2016.
On a non-GAAP
basis (excluding stock -
based compensation expenses, amortization of intangible assets, reorganization costs, goodwill and technology impairment charges, the impact of the US tax reform and a loss from discontinued operations), the Company recorded a net loss of $ (1.6) million, or $ (0.54) per diluted
share in 2017, compared with a net loss of $ (375,000), or $ (0.13) per diluted
share in 2016.
The board also approved an estimated $ 900 million in repurchases to offset
shares awarded under equity -
based compensation plans during the same period.
The non-GAAP net income - which excludes the
share -
based compensation expenses and amortisation of intangible assets - compared with a consensus estimate of $ 1.17 billion
based on a Thomson Reuters SmartEstimate poll of 21 analysts.
We
share Martin's concern that option -
based compensation may drive destruction rather than creation of shareholder value.
These unallocated costs consist primarily of manufacturing employees» stock -
based compensation, expenses for profit
sharing and quarterly or annual incentive plans, matching contributions under the Company's 401 (k) Plan, and acquisition related costs.
Excluding special items such as stock -
based employee
compensation, earnings rose 24 % from a year earlier to $ 532 million, or $ 10.54 per
share in the first quarter.
Excluding one - time expenses such as stock -
based compensation, the company lost $ 3.35 per
share.
Represents
share -
based compensation expense associated with equity awards for the periods indicated; also includes the portion of annual non-cash incentive
compensation expense that eligible employees elected to receive or are expected to elect to receive as common equity in lieu of their 2017 and 2018 cash bonus, respectively.
Excluding non-cash gains or losses for stock -
based compensation, non-GAAP adjusted net loss was $ 20.3 million for the first quarter of 2018, or non-GAAP adjusted basic and diluted loss per
share of $ 0.07, compared to non-GAAP adjusted net loss of $ 17.6 million for the first quarter of 2017, or non-GAAP adjusted basic and diluted loss per
share of $ 0.07.
Apart from D&A, each of the above expense categories include personnel - related costs and expenses, relevant office space rental, and related
share -
based compensation expense.
Product development expenses grew in line with revenues, driven by new hires, salary increases as well as growth of the
share -
based compensation in Q1 2018.
Non-GAAP net income and non-GAAP diluted earnings per
share exclude acquisition - related, stock -
based compensation and other expenses, and unrealized gains from marketable equity securities.
These balances exclude depreciation and amortization expenses, which are presented separately, and include
share -
based compensation expenses of:
The Plan permits grants of the following types of incentive awards subject to such terms and conditions as the Leadership Development and
Compensation Committee shall determine, consistent with the terms of the Plan: (1) stock options, including stock options intended to qualify as ISOs, (2) other stock -
based awards, including in the form of stock appreciation rights, phantom stock, restricted stock, restricted stock units, performance
shares, deferred
share units or
share - denominated performance units, and (3) cash awards.
The performance goals upon which the payment or vesting of any Incentive Award (other than Options and stock appreciation rights) that is intended to qualify as Performance -
Based Compensation depends shall relate to one or more of the following Performance Measures: market price of Capital Stock, earnings per
share of Capital Stock, income, net income or profit (before or after taxes), economic profit, operating income, operating margin, profit margin, gross margins, return on equity or stockholder equity, total shareholder return, market capitalization, enterprise value, cash flow (including but not limited to operating cash flow and free cash flow), cash position, return on assets or net assets, return on capital, return on invested
Under the terms of the LTICP, in addition to or in lieu of stock options, we may award, and have awarded in selected situations for retention purposes or to address other competitive pressures, other types of equity -
based long - term
compensation, including restricted stock, RSRs, stock awards, stock appreciation rights, performance
shares, or performance units.
The Committee also approved the following
compensation elements for 2016:
base salary, annual incentive target, Performance
Share Unit (PSU) and Restricted Stock Unit (RSU) grants under the Long - Term Performance Plan.
The
Compensation Committee believes that options to purchase
shares of our common stock, with an exercise price equal to the market price of our common stock on the date of grant, are inherently performance -
based and are a very effective tool to motivate our executives to build stockholder value and reinforce our position as a growth company.
We believe it is useful to exclude non-cash charges, such as depreciation and amortization and
share -
based compensation expenses, from our Adjusted EBITDA because the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations.
Nearly 72 % of
compensation for 2015 of the named executive officers was in the form of long - term incentive, which is 100 % performance
based and delivered through Performance
Share Units (PSUs).
For the six months ended June 30, 2015, general and administrative expenses included $ 6.6 million of
share -
based compensation expense, a $ 3.6 million increase compared to the six months ended June 30, 2014.
For the year ended December 31, 2013, general and administrative expenses included $ 4.6 million in
share -
based compensation expense, a $ 1.1 million increase compared to the year ended December 31, 2012.
A portion of these awards is generally subject to continued post-acquisition employment, and this portion has been accounted for as post-acquisition
share -
based compensation expense.
The Deferred
Compensation Plan, which allows eligible team members to defer salary, bonuses and certain other compensation and earn an investment return on the deferred compensation based on, among other earnings options, common stock share equivalents distributed in shares of c
Compensation Plan, which allows eligible team members to defer salary, bonuses and certain other
compensation and earn an investment return on the deferred compensation based on, among other earnings options, common stock share equivalents distributed in shares of c
compensation and earn an investment return on the deferred
compensation based on, among other earnings options, common stock share equivalents distributed in shares of c
compensation based on, among other earnings options, common stock
share equivalents distributed in
shares of common stock.
The company repurchased just 50,000
shares last quarter, which was done to offset the dilutive impact of stock -
based compensation.
Furthermore, the rules governing companies listed on the NYSE and incorporated under Delaware law require us to submit certain matters to a vote of shareholders for approval, such as mergers, large
share issuances or similar transactions, and the approval of equity -
based compensation plans.
The metrics CSCO uses for judging executive performance exclude
share -
based compensation.
Operating expenses are primarily driven by headcount and headcount - related expenses, including
share -
based compensation expenses, and by sales and marketing initiatives.
Shares that are properly voted by the Internet or telephone or for which proxy cards are properly executed and returned will be voted at the Annual Meeting in accordance with the directions given or, in the absence of directions, will be voted in accordance with the Board's recommendations as follows: «FOR» the election of each of the nominees to the Board named herein; «FOR» the ratification of the appointment of our independent auditors; «FOR» approval, on an advisory
basis, of our executive
compensation as described in this Proxy Statement; and «AGAINST» the shareholder proposal.
Shkreli was awarded substantial
compensation by the Company during the period of his disloyalty including, but not limited to: substantial cash
compensation, 1,605,570
shares of Retrophin stock, a grant of 1,080,000 time
based options to purchase Retrophin stock (the «December 2013 Option Agreement «-RRB- and a grant of 400,000 options (half time
based and half performance
based) to purchase
shares of Retrophin stock (the «February 2014 Option Agreement»).
Qualified Performance -
Based Award is an award consisting of an option, restricted stock, restricted stock unit, stock appreciation right, performance unit or Shares that is intended to provide «qualified performance - based compensation» within the meaning of Section 162 (m) of the Internal Revenue
Based Award is an award consisting of an option, restricted stock, restricted stock unit, stock appreciation right, performance unit or
Shares that is intended to provide «qualified performance -
based compensation» within the meaning of Section 162 (m) of the Internal Revenue
based compensation» within the meaning of Section 162 (m) of the Internal Revenue Code.
In the United States last year, close to 20 percent of private - sector employees owned stock, and 7 percent held stock options, in the companies where they worked, while about one - third participated in some kind of cash profit -
sharing and one - fourth in gain -
sharing (when workers get additional
compensation based on improvement on a metric other than profits, like sales or customer satisfaction).
Exxon Corp, the largest repurchaser of
shares over the past decade, has rejected shareholder proposals that it add three - year targets
based on shareholder return to its
compensation program.
on a pro forma
basis, giving effect to (i) the automatic conversion of all of our outstanding
shares of convertible preferred stock other than Series FP preferred stock into
shares of Class B common stock and the conversion of Series FP preferred stock into
shares of Class C common stock in connection with our initial public offering, (ii) stock -
based compensation expense of approximately $ 1.1 billion associated with outstanding RSUs subject to a performance condition for which the service -
based vesting condition was satisfied as of December 31, 2016 and which we will recognize on the effectiveness of our registration statement in connection with a qualifying initial public offering, as further described in Note 1 to our consolidated financial statements included elsewhere in this prospectus, (iii) the increase in accrued expenses and other current liabilities and an equivalent decrease in additional paid - in capital of $ 187.2 million in connection with the withholding tax obligations,
based on $ 16.33 per
share, which is the fair value of our common stock as of December 31, 2016, as we intend to issue
shares of Class A common stock and Class B common stock on a net
basis to satisfy the associated withholding tax obligations, (iv) the net issuance of 7.6 million
shares of Class A common stock and 5.5 million
shares of Class B common stock that will vest and be issued from the settlement of such RSUs, (v) the issuance of the CEO award, as described below, and (vi) the filing and effectiveness of our amended and restated certificate of incorporation which will be in effect on the completion of this offering.
Written by NCEO founder Corey Rosen, this issue brief discusses as of mid-2016 the extent and growth of employee ownership; survey data on ESOPs and corporate governance as well as ESOPs and executive
compensation; research on the effect of ESOPs on corporate performance; the 2012
shared capitalism study of Great Place to Work applicants; data on employee ownership and employee financial well - being; the NCEO's analysis of data on ESOPs and default rates; trends in broad -
based equity
compensation plans; equity
compensation and corporate performance; the impact of ESOPs and other broad -
based plans on unemployment; legislative and regulatory issues for employee ownership; and international developments in broad -
based plans.
The pro forma consolidated balance sheet data gives effect to (i) the automatic conversion of all of our outstanding
shares of convertible preferred stock other than Series FP preferred stock into
shares of Class B common stock and the conversion of Series FP preferred stock into
shares of Class C common stock in connection with our initial public offering, (ii) stock -
based compensation expense of approximately $ 1.1 billion associated with outstanding RSUs subject to a performance condition for which the service -
based vesting condition was satisfied as of December 31, 2016 and which we will recognize on the effectiveness of our registration statement in connection with this offering, as further described in Note 1 to our consolidated financial statements included elsewhere in this prospectus, (iii) the increase in accrued expenses and other current liabilities and an equivalent decrease in additional paid - in capital of $ 187.2 million in connection with the withholding tax obligations,
based on $ 16.33 per
share, which is the fair value of our common stock as of December 31, 2016, as we intend to issue
shares of Class A common stock and Class B common stock on a net
basis to satisfy the associated withholding tax obligations, (iv) the net issuance of 7.6 million
shares of Class A common stock and 5.5 million
shares of Class B common stock that will vest and be issued from the settlement of such RSUs, (v) the issuance of the CEO award, as described below, and (vi) the filing and effectiveness of our amended and restated certificate of incorporation which will be in effect on the completion of this offering.
The number of
shares of our Class A common stock outstanding after this offering as shown in the tables above is
based on the number of
shares outstanding as of September 24, 2014, after giving effect to the Transactions and the Assumed Redemption, and excludes 5,952,917
shares of Class A common stock reserved for issuance under our 2015 Incentive Award Plan (as described in «Executive
Compensation — New Employment Agreements and Incentive Plans»), consisting of (i) 2,689,486
shares of Class A common stock issuable upon the exercise of options to purchase
shares of Class A common stock granted on the date of this prospectus to our directors and certain employees, including the named executive officers, in connection with this offering as described in «Executive
Compensation --
• Equity and performance
based plans (e.g., annual and long - term incentive plans, stock option, restricted stock, performance
share and broad -
based equity plans); • Executive plans (e.g., deferred
compensation, supplemental retirement, severance and change - in - control plans); • Retirement plans (e.g., 401 (k) plans, traditional defined benefit pension plans and ESOPs); and • Health and welfare plans (including COBRA and HIPAA compliance), and other fringe benefit programs.
The number of
shares of our Class A common stock outstanding after this offering as shown in the tables above is
based on the number of
shares outstanding as of September 24, 2014, after giving effect to the Transactions and the Assumed Redemption, and excludes
shares of Class A common stock reserved for issuance under our 2015 Incentive Award Plan (as described in «Executive
Compensation — New Employment Agreements and Incentive Plans»), consisting of (i)
shares of Class A common stock issuable upon the exercise of options to purchase
shares of Class A common stock granted on the date of this prospectus to our directors and certain employees, including the named executive officers, in connection with this offering as described
In recognition of these achievements and to create incentives for future success, the
Compensation Committee recommended, and the Board of Directors approved a grant to Mr. Musk of 10,067,960 options to purchase
shares of our common stock at an exercise price of $ 2.21 per
share representing 4 % of our fully - diluted
share base as of December 4, 2009, with 1 / 4th of the
shares subject to the option vesting immediately, and 1 / 48th of the
shares subject to the option scheduled to vest each month thereafter over the next three years, assuming Mr. Musk's continued service to us through each vesting date.
Shares that are properly voted via the Internet, mobile device, or by telephone or for which proxy cards are properly executed and returned will be voted at the Annual Meeting in accordance with the directions given or, in the absence of directions, will be voted in accordance with the Board's recommendations as follows: «FOR» the election of each of the nominees to the Board named herein; «FOR» the ratification of the appointment of our independent auditors; «FOR» approval, on an advisory
basis, of our executive
compensation as described in this Proxy Statement; and «AGAINST» each of the shareholder proposals.
The decrease primarily resulted from a $ 175.2 million decrease in
share -
based compensation expense, primarily related to $ 183.4 million recognized as a result of the Merger, an $ 11.1 million decrease in Merger - related costs and a $ 2.3 million decrease in travel and corporate functions costs, partially offset by a $ 3.5 million increase in executive severance costs, a $ 2.8 million increase in sponsor - related consulting fees for interim executive and international consulting services, a $ 2.6 million increase in legal and accounting fees, a $ 1.9 million increase in sponsor - related management fees and a $ 1.0 million increase in contract negotiation services.
The HRC also considered each of the named executive's
base salary and annual incentive
compensation target in connection with the value of the Performance
Share awards to set total fixed and target variable
compensation for the named executives between the estimated median and 75th percentile of the Labor Market Peer Group.
The Tax Court found that Treasury had inadequately addressed evidence in the notice - and - comment process that parties not under common control did not
share stock -
based compensation costs, although Treasury explained in the Preamble to the regulation that cost -
sharing agreements between uncontrolled parties are not sufficiently comparable to those in controlled - party transactions.
That is because the Tax Court accepted the taxpayer's argument that it need not
share stock -
based compensation costs under a qualified cost -
sharing agreement because arm's length parties would not do so.
Facebook's costs and expenses increased by 67 % to $ 849 million, excluding
share -
based compensation.
And third,
compensation in the form of stock -
based pay encourages CEOs to take excessive risks to boost
share prices, risking a financial crisis and taxpayer bailout.
As well as missing revenue forecasts, Alibaba announced a $ 4 billion
share repurchase program over two years, which it said was primarily aimed at offsetting the impact of the company's
share -
based compensation programs and other factors that could dilute the
share price.