001-34819 | 95-4766827 | |
(Commission File Number) | (IRS Employer Identification No.) | |
3465 East Foothill Blvd. Pasadena, CA 91107 | (626) 765-2000 | |
(Address of Principal Executive Offices) | (Registrant's Telephone Number, Including Area Code) |
GREEN DOT CORPORATION | |||
By: | /s/ Grace T. Wang | ||
Grace T. Wang | |||
Chief Financial Officer |
• | Total operating revenues on a generally accepted accounting principles (GAAP) basis increased 6% to 150.6 million for the fourth quarter of 2014 from $142.3 million for the fourth quarter of 2013 |
• | GAAP net loss was $0.8 million for the fourth quarter of 2014 versus GAAP net income of $1.0 million for the fourth quarter of 2013 |
• | GAAP basic and diluted loss per common share were both $0.02 for the fourth quarter of 2014 versus GAAP basic and diluted earnings per share of $0.02 in each case for the fourth quarter of 2013 |
• | Non-GAAP total operating revenues1 increased 6% to $153 million for the fourth quarter of 2014 from $144.9 million for the fourth quarter of 2013 |
• | Non-GAAP net income1 was $8.3 million for the fourth quarter of 2014 versus $8.3 million for the fourth quarter of 2013 |
• | Non-GAAP diluted earnings per share1 was $0.16 for the fourth quarter of 2014 versus $0.18 for the fourth quarter of 2013 |
• | Adjusted EBITDA1 increased 47% to $25.8 million, or 17% of non-GAAP total operating revenues for the fourth quarter of 2014 from $17.6 million, or 12% of non-GAAP total operating revenues for the fourth quarter of 2013 |
1 | Reconciliations of total operating revenues to non-GAAP total operating revenues, net income to non-GAAP net income, diluted earnings per share to non-GAAP diluted earnings per share and net income to adjusted EBITDA, respectively, are provided in the tables immediately following the consolidated financial statements of cash flows. Additional information about the Company's non-GAAP financial measures can be found under the caption “About Non-GAAP Financial Measures” below. |
2014 | 2013 | ||||||||||||||||||||||||
Q4 | Q3 | Q2 | Q1 | Q4 | Q3 | Q2 | Q1 | ||||||||||||||||||
(In millions) | |||||||||||||||||||||||||
Number of cash transfers | 11.62 | 11.64 | 11.66 | 11.67 | 11.44 | 11.43 | 11.32 | 11.25 | |||||||||||||||||
Number of active cards at quarter end | 4.70 | 4.62 | 4.71 | 4.72 | 4.49 | 4.41 | 4.39 | 4.49 | |||||||||||||||||
Gross dollar volume | $ | 4,864 | $ | 4,558 | $ | 4,623 | $ | 5,290 | $ | 4,405 | $ | 4,396 | $ | 4,425 | $ | 5,072 | |||||||||
Purchase volume | $ | 3,527 | $ | 3,348 | $ | 3,406 | $ | 3,872 | $ | 3,298 | $ | 3,259 | $ | 3,248 | $ | 3,582 |
• | With the ongoing double digit growth of the Company’s branded card sales, combined with strategic acquisitions, like TPG, Green Dot has successfully diversified its business to the point where no one program is forecast to contribute more than ~30% of non-GAAP total operating revenues nor more than ~15% of adjusted EBITDA of the Company’s projected non-GAAP total operating revenues for 2015. |
• | The Company is also forecasting strong double-digit growth in both top and bottom line results in 2015. The Company’s actual historical compound annual growth rate ("CAGR") since its IPO in 2010 and its projected future growth rate in 2015 indicates that Green Dot has been and is forecast to continue to be one of the highest growth public companies in both the FinTech and Banking segments. |
• | Green Dot’s presence in the FSC channel is increasing with more than 1,750 new check cashing stores selling Green Dot products in Q4. Nearly 4,000 FSC locations coast to coast are now selling Green Dot products and/or services. |
• | Green Dot's GoBank checking account product completed its nationwide roll out to all Walmart stores in early-November. Over the first three months since the rollout, monthly deposits to GoBank accounts grew by 600% in the quarter and total debit card spend through GoBank grew by almost 1000% during the same period. Customer reviews are strong and acquisition rates are growing. Green Dot’s goal is to be at a seven figure annualized run rate in new GoBank account enrollments by year-end. |
• | TPG, Green Dot’s wholly-owned subsidiary focused on tax refund processing, recently launched a new refund disbursement program in conjunction with Walmart called Direct2Cash, whereby a customer receiving a tax refund can choose to claim that refund in cash at a Walmart store. This new service is a good early example of the synergies Green Dot can now create between valued partners in the expanding Green Dot ecosystem. |
• | As previously announced, by February 2015, Green Dot will have discontinued the sale of its MoneyPak PIN product nationwide as it transitions to reloading at the register via swipe. The Company believes that the discontinuation of the product will lead to benefits in customer service, fraud charge-off rates, and brand reputation. |
2 | Reconciliations of forward-looking guidance for these non-GAAP financial measures to their respective, most directly comparable projected GAAP financial measures are provided in the tables immediately following the reconciliation of Net Income to Adjusted EBITDA. |
Range | |||||||
Low | High | ||||||
(In millions) | |||||||
Adjusted EBITDA | $ | 150 | $ | 170 | |||
Depreciation and amortization* | (43 | ) | (43 | ) | |||
Net interest income | — | — | |||||
Non-GAAP pre-tax income | $ | 107 | $ | 127 | |||
Tax impact** | (39 | ) | (46 | ) | |||
Non-GAAP net income | $ | 68 | $ | 81 | |||
Non-GAAP diluted weighted-average shares issued and outstanding** | 55 | 55 | |||||
Non-GAAP earnings per share | $ | 1.24 | $ | 1.47 |
* | Excludes the impact of amortization on acquired intangible assets |
** | Assumes an effective tax rate of 36.5% |
2 | Reconciliations of forward-looking guidance for these non-GAAP financial measures to their respective, most directly comparable projected GAAP financial measures are provided in the tables immediately following the reconciliation of Net Income to Adjusted EBITDA. |
December 31, 2014 | December 31, 2013 | ||||||
(Unaudited) | |||||||
(In thousands, except par value) | |||||||
Assets | |||||||
Current assets: | |||||||
Unrestricted cash and cash equivalents | $ | 724,158 | $ | 423,498 | |||
Federal funds sold | 480 | 123 | |||||
Restricted Cash | 2,015 | — | |||||
Investment securities available-for-sale, at fair value | 46,650 | 116,159 | |||||
Settlement assets | 148,694 | 37,004 | |||||
Accounts receivable, net | 48,933 | 46,384 | |||||
Prepaid expenses and other assets | 34,834 | 27,332 | |||||
Income tax receivable | 16,290 | 15,573 | |||||
Total current assets | 1,022,054 | 666,073 | |||||
Restricted cash | 2,152 | 2,970 | |||||
Investment securities, available-for-sale, at fair value | 73,781 | 82,585 | |||||
Accounts receivable, net | 13 | 5,913 | |||||
Loans to bank customers, net of allowance for loan losses of $444 and $464 as of December 31, 2014 and December 31, 2013, respectively | 6,550 | 6,902 | |||||
Prepaid expenses and other assets | 6,034 | 1,081 | |||||
Property and equipment, net | 70,757 | 60,473 | |||||
Deferred expenses | 18,466 | 15,439 | |||||
Net deferred tax assets | 6,268 | 3,362 | |||||
Goodwill and intangible assets | 419,549 | 30,676 | |||||
Total assets | $ | 1,625,624 | $ | 875,474 | |||
Liabilities and Stockholders’ Equity | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 36,444 | $ | 34,940 | |||
Deposits | 565,401 | 219,580 | |||||
Obligations to customers | 98,052 | 65,449 | |||||
Settlement obligations | 4,484 | 4,839 | |||||
Amounts due to card issuing banks for overdrawn accounts | 1,224 | 49,930 | |||||
Other accrued liabilities | 81,120 | 35,878 | |||||
Deferred revenue | 24,418 | 24,517 | |||||
Note payable | 22,500 | — | |||||
Net deferred tax liabilities | 3,995 | 3,716 | |||||
Total current liabilities | 837,638 | 438,849 | |||||
Other accrued liabilities | 31,295 | 34,076 | |||||
Note payable | 127,500 | — | |||||
Deferred revenue | 200 | 300 | |||||
Total liabilities | 996,633 | 473,225 | |||||
Stockholders’ equity: | |||||||
Convertible Series A preferred stock, $0.001 par value: 10 shares authorized and 2 and 7 shares issued and outstanding as of December 31, 2014 and 2013, respectively | 2 | 7 | |||||
Class A common stock, $0.001 par value; 100,000 shares authorized as of December 31, 2014 and 2013; 51,146 and 37,729 shares issued and outstanding as of December 31, 2014 and 2013, respectively | 51 | 38 | |||||
Additional paid-in capital | 383,296 | 199,251 | |||||
Retained earnings | 245,694 | 203,000 | |||||
Accumulated other comprehensive loss | (52 | ) | (47 | ) | |||
Total stockholders’ equity | 628,991 | 402,249 | |||||
Total liabilities and stockholders’ equity | $ | 1,625,624 | $ | 875,474 |
Three Months Ended December 31, | Years Ended December 31, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||
(In thousands, except per share data) | |||||||||||||||
Operating revenues: | |||||||||||||||
Card revenues and other fees | $ | 65,149 | $ | 56,465 | $ | 253,155 | $ | 227,227 | |||||||
Cash transfer revenues | 43,437 | 46,198 | 179,289 | 183,359 | |||||||||||
Interchange revenues | 44,414 | 42,216 | 178,040 | 171,757 | |||||||||||
Stock-based retailer incentive compensation | (2,391 | ) | (2,559 | ) | (8,932 | ) | (8,722 | ) | |||||||
Total operating revenues | 150,609 | 142,320 | 601,552 | 573,621 | |||||||||||
Operating expenses: | |||||||||||||||
Sales and marketing expenses | 62,185 | 58,471 | 234,026 | 218,370 | |||||||||||
Compensation and benefits expenses | 34,418 | 31,990 | 123,083 | 127,287 | |||||||||||
Processing expenses | 20,160 | 25,678 | 78,787 | 89,856 | |||||||||||
Other general and administrative expenses | 33,576 | 25,717 | 101,816 | 88,976 | |||||||||||
Total operating expenses | 150,339 | 141,856 | 542,563 | 524,489 | |||||||||||
Operating income | 270 | 464 | 58,989 | 49,132 | |||||||||||
Interest income | 1,066 | 966 | 4,064 | 3,440 | |||||||||||
Interest expense | (1,214 | ) | (17 | ) | (1,365 | ) | (72 | ) | |||||||
Other income | 760 | — | 6,431 | — | |||||||||||
Income before income taxes | 882 | 1,413 | 68,906 | 52,500 | |||||||||||
Income tax expense | 1,726 | 377 | 25,120 | 18,460 | |||||||||||
Net (loss) income | (844 | ) | 1,036 | 42,694 | 34,040 | ||||||||||
Loss (income) attributable to preferred stock | 60 | (160 | ) | (4,804 | ) | (5,360 | ) | ||||||||
Net (loss) income allocated to common stockholders | $ | (784 | ) | $ | 876 | $ | 37,890 | $ | 28,680 | ||||||
Basic earnings per common share: | $ | (0.02 | ) | $ | 0.02 | $ | 0.92 | $ | 1.24 | ||||||
Diluted earnings per common share: | $ | (0.02 | ) | $ | 0.02 | $ | 0.90 | $ | 1.24 | ||||||
Basic weighted-average common shares issued and outstanding: | 46,793 | 36,886 | 40,907 | 35,875 | |||||||||||
Diluted weighted-average common shares issued and outstanding: | 47,744 | 38,265 | 41,770 | 37,156 |
Years Ended December 31, | |||||||
2014 | 2013 | ||||||
(In thousands) | |||||||
Operating activities | |||||||
Net income | $ | 42,694 | $ | 34,040 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation and amortization | 36,984 | 27,099 | |||||
Provision for uncollectible overdrawn accounts | 38,273 | 47,273 | |||||
Employee stock-based compensation | 20,329 | 14,703 | |||||
Stock-based retailer incentive compensation | 8,932 | 8,722 | |||||
Amortization of premium on available-for-sale investment securities | 1,105 | 778 | |||||
Realized gains on investment securities | (44 | ) | (13 | ) | |||
Recovery of uncollectible trade receivables | (26 | ) | (23 | ) | |||
Impairment of capitalized software | — | 5,216 | |||||
Deferred income tax expense | 536 | 5,464 | |||||
Excess tax benefits from exercise of options | (3,945 | ) | (2,748 | ) | |||
Changes in operating assets and liabilities: | |||||||
Accounts receivable, net | (31,982 | ) | (48,175 | ) | |||
Prepaid expenses and other assets | (11,290 | ) | 5,069 | ||||
Deferred expenses | (1,948 | ) | (2,929 | ) | |||
Accounts payable and other accrued liabilities | (2,017 | ) | 26,915 | ||||
Amounts due issuing bank for overdrawn accounts | (48,706 | ) | (794 | ) | |||
Deferred revenue | (319 | ) | 5,260 | ||||
Income tax receivable | 3,901 | (3,349 | ) | ||||
Net cash provided by operating activities | 52,477 | 122,508 | |||||
Investing activities | |||||||
Purchases of available-for-sale investment securities | (212,446 | ) | (274,072 | ) | |||
Proceeds from maturities of available-for-sale securities | 153,265 | 173,135 | |||||
Proceeds from sales of available-for-sale securities | 136,425 | 84,969 | |||||
Decrease (increase) in restricted cash | 1,360 | (2,336 | ) | ||||
Payments for acquisition of property and equipment | (30,727 | ) | (35,742 | ) | |||
Net principal collections on loans | 352 | 650 | |||||
Acquisitions, net of cash acquired | (226,748 | ) | — | ||||
Net cash used in investing activities | (178,519 | ) | (53,396 | ) | |||
Financing activities | |||||||
Borrowings from note payable | 150,000 | — | |||||
Proceeds from exercise of options | 6,735 | 14,425 | |||||
Excess tax benefits from exercise of options | 3,945 | 2,748 | |||||
Net increase in deposits | 345,821 | 21,129 | |||||
Net (decrease) increase in obligations to customers | (79,442 | ) | 19,616 | ||||
Net cash provided by financing activities | 427,059 | 57,918 | |||||
Net increase in unrestricted cash, cash equivalents, and federal funds sold | 301,017 | 127,030 | |||||
Unrestricted cash, cash equivalents, and federal funds sold, beginning of year | 423,621 | 296,591 | |||||
Unrestricted cash, cash equivalents, and federal funds sold, end of period | $ | 724,638 | $ | 423,621 | |||
Cash paid for interest | $ | 1,372 | $ | 98 | |||
Cash paid for income taxes | $ | 21,602 | $ | 28,203 |
Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||
(In thousands) | |||||||||||||||
Total operating revenues | $ | 150,609 | $ | 142,320 | $ | 601,552 | $ | 573,621 | |||||||
Stock-based retailer incentive compensation (2)(3) | 2,391 | 2,559 | 8,932 | 8,722 | |||||||||||
Non-GAAP total operating revenues | $ | 153,000 | $ | 144,879 | $ | 610,484 | $ | 582,343 |
Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||
(In thousands, except per share data) | |||||||||||||||
Net (loss) income | $ | (844 | ) | $ | 1,036 | $ | 42,694 | $ | 34,040 | ||||||
Employee stock-based compensation expense, net of tax (4) | 3,585 | 2,954 | 12,980 | 9,533 | |||||||||||
Stock-based retailer incentive compensation, net of tax (2) | 1,388 | 1,876 | 5,703 | 5,655 | |||||||||||
Amortization of acquired intangibles, net of tax (5) | 2,202 | — | 2,837 | — | |||||||||||
Other income, net of tax (6) | (442 | ) | — | (4,553 | ) | — | |||||||||
Transaction costs, net of tax (7) | 2,427 | — | 4,266 | — | |||||||||||
Impairment charges, net of tax (8) | — | 2,464 | — | 2,179 | |||||||||||
Non-GAAP net income | $ | 8,316 | $ | 8,330 | $ | 63,927 | $ | 51,407 | |||||||
Diluted earnings per share* | |||||||||||||||
GAAP | $ | (0.02 | ) | $ | 0.02 | $ | 0.90 | $ | 0.76 | ||||||
Non-GAAP | $ | 0.16 | $ | 0.18 | $ | 1.35 | $ | 1.15 | |||||||
Diluted weighted-average shares issued and outstanding** | |||||||||||||||
GAAP | 47,744 | 38,265 | 41,770 | 37,156 | |||||||||||
Non-GAAP | 51,532 | 45,781 | 47,385 | 44,837 |
* | Reconciliations between GAAP and non-GAAP diluted weighted-average shares issued and outstanding are provided in the next table. |
** | Diluted weighted-average Class A shares issued and outstanding is the most directly comparable GAAP measure for the periods indicated. |
Three Months Ended December 31, | Year Ended December 31, | ||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||
(In thousands) | |||||||||||
Diluted weighted-average shares issued and outstanding* | 47,744 | 38,265 | 41,770 | 37,156 | |||||||
Assumed conversion of weighted-average shares of preferred stock | 3,573 | 6,859 | 5,235 | 6,859 | |||||||
Weighted-average shares subject to repurchase | 215 | 657 | 380 | 822 | |||||||
Non-GAAP diluted weighted-average shares issued and outstanding | 51,532 | 45,781 | 47,385 | 44,837 |
* | Represents the diluted weighted-average shares of Class A common stock for the periods indicated. |
Three Months Ended December 31, | Year Ended December 31, | ||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||
(In thousands) | |||||||||||
Stock outstanding as of December 31: | |||||||||||
Class A common stock | 51,146 | 37,729 | 51,146 | 37,729 | |||||||
Preferred stock (on an as-converted basis) | 1,515 | 6,859 | 1,515 | 6,859 | |||||||
Total stock outstanding as of December 31: | 52,661 | 44,588 | 52,661 | 44,588 | |||||||
Weighting adjustment | (2,080 | ) | (186 | ) | (6,139 | ) | (1,032 | ) | |||
Dilutive potential shares: | |||||||||||
Stock options | 584 | 1,151 | 640 | 1,078 | |||||||
Restricted stock units | 363 | 226 | 220 | 203 | |||||||
Employee stock purchase plan | 4 | 2 | 3 | — | |||||||
Non-GAAP diluted weighted-average shares issued and outstanding | 51,532 | 45,781 | 47,385 | 44,837 |
Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||
(In thousands) | |||||||||||||||
Net (loss) income | $ | (844 | ) | $ | 1,036 | $ | 42,694 | $ | 34,040 | ||||||
Net interest expense (income) (3) | 148 | (949 | ) | (2,788 | ) | (3,368 | ) | ||||||||
Income tax expense | 1,726 | 377 | 26,212 | 18,460 | |||||||||||
Depreciation and amortization (3) | 12,804 | 7,193 | 36,984 | 27,099 | |||||||||||
Employee stock-based compensation expense (3)(4) | 6,177 | 4,029 | 20,329 | 14,703 | |||||||||||
Stock-based retailer incentive compensation (2)(3) | 2,391 | 2,559 | 8,932 | 8,722 | |||||||||||
Other income (3)(6) | (762 | ) | — | (7,131 | ) | — | |||||||||
Transaction costs (3)(7) | 4,182 | — | 6,681 | — | |||||||||||
Impairment charges (3)(8) | — | 3,360 | — | 3,360 | |||||||||||
Adjusted EBITDA | $ | 25,822 | $ | 17,605 | $ | 131,913 | $ | 103,016 | |||||||
Non-GAAP total operating revenues | $ | 153,000 | $ | 144,879 | $ | 610,484 | $ | 582,343 | |||||||
Adjusted EBITDA/non-GAAP total operating revenues (adjusted EBITDA margin) | 16.9 | % | 12.2 | % | 21.6 | % | 17.7 | % |
Range | |||||||
Low | High | ||||||
(In millions) | |||||||
Total operating revenues | $ | 717 | $ | 777 | |||
Stock-based retailer incentive compensation (2)* | 3 | 3 | |||||
Non-GAAP total operating revenues | $ | 720 | $ | 780 |
* | Assumes the Company's right to repurchase lapses with respect to 36,810 shares per month through May 2015 of the Company's Class A common stock at $20.49 per share, our market price on the last trading day of the fourth quarter 2014. A $1.00 change in the Company's Class A common stock price represents an annual change of $441,720 in stock-based retailer incentive compensation. |
Range | |||||||
Low | High | ||||||
(In millions) | |||||||
Net income | $ | 40 | $ | 53 | |||
Adjustments (9) | 110 | 117 | |||||
Adjusted EBITDA | $ | 150 | $ | 170 | |||
Non-GAAP total operating revenues | $ | 780 | $ | 720 | |||
Adjusted EBITDA / Non-GAAP total operating revenues (Adjusted EBITDA margin) | 19 | % | 24 | % |
Range | |||||||
Low | High | ||||||
(In millions) | |||||||
Net income | $ | 40 | $ | 53 | |||
Adjustments (9) | 28 | 28 | |||||
Non-GAAP net income | $ | 68 | $ | 81 | |||
Diluted earnings per share* | |||||||
GAAP | $ | 0.75 | $ | 0.99 | |||
Non-GAAP | $ | 1.24 | $ | 1.47 | |||
Diluted weighted-average shares issued and outstanding** | |||||||
GAAP | 53 | 53 | |||||
Non-GAAP | 55 | 55 |
* | Reconciliations between GAAP and non-GAAP diluted weighted-average shares issued and outstanding are provided in the next table. |
** | Diluted weighted-average Class A shares issued and outstanding is the most directly comparable GAAP measure for the periods indicated. |
Range | |||||
Low | High | ||||
(In millions) | |||||
Diluted weighted-average shares issued and outstanding* | 53 | 53 | |||
Assumed conversion of weighted-average shares of preferred stock | 2 | 2 | |||
Weighted-average shares subject to repurchase | — | — | |||
Non-GAAP diluted weighted-average shares issued and outstanding | 55 | 55 |
* | Represents the diluted weighted-average shares of Class A common stock for the periods indicated. |
(1) | To supplement the Company’s consolidated financial statements presented in accordance with GAAP, the Company uses measures of operating results that are adjusted to exclude various, primarily non-cash, expenses and charges. These financial measures are not calculated or presented in accordance with GAAP and should not be considered as alternatives to or substitutes for operating revenues, operating income, net income or any other measure of financial performance calculated and presented in accordance with GAAP. These financial measures may not be comparable to similarly-titled measures of other organizations because other organizations may not calculate their measures in the same manner as we do. These financial measures are adjusted to eliminate the impact of items that the Company does not consider indicative of its core operating performance. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate. |
▪ | stock-based retailer incentive compensation is a non-cash GAAP accounting charge that is an offset to the Company’s actual revenues from operations as the Company has historically calculated them. This charge results from the monthly lapsing of the Company’s right to repurchase a portion of the 2,208,552 shares it issued to its largest distributor, Walmart, in May 2010. By adding back this charge to the Company’s GAAP 2010 and future total operating revenues, investors can make direct comparisons of the Company’s revenues from operations prior to and after May 2010 and thus more easily perceive trends in the Company’s core operations. Further, because the monthly charge is based on the then-current fair market value of the shares as to which the Company’s repurchase right lapses, adding back this charge eliminates fluctuations in the Company’s operating revenues caused by variations in its stock price and thus provides insight on the operating revenues directly associated with those core operations; |
▪ | the Company records employee stock-based compensation from period to period, and recorded employee stock-based compensation expenses of approximately $6.2 million and $4.0 million for the three months ended December 31, 2014 and 2013, respectively. By comparing the Company’s adjusted EBITDA, non-GAAP net income and non-GAAP diluted earnings per share in different historical periods, investors can evaluate the Company’s operating results without the additional variations caused by employee stock-based compensation expense, which may not be comparable from period to period due to changes in the fair market value of the Company’s Class A common stock (which is influenced by external factors like the volatility of public markets and the financial performance of the Company’s peers) and is not a key measure of the Company’s operations; |
▪ | adjusted EBITDA is widely used by investors to measure a company’s operating performance without regard to items, such as interest expense, income tax expense, depreciation and amortization, employee stock-based compensation expense, stock-based retailer incentive compensation expense, other income, transaction costs and impairment charges, that can vary substantially from company to company depending upon their respective financing structures and accounting policies, the book values of their assets, their capital structures and the methods by which their assets were acquired; and |
▪ | securities analysts use adjusted EBITDA as a supplemental measure to evaluate the overall operating performance of companies. |
▪ | as measures of operating performance, because they exclude the impact of items not directly resulting from the Company’s core operations; |
▪ | for planning purposes, including the preparation of the Company’s annual operating budget; |
▪ | to allocate resources to enhance the financial performance of the Company’s business; |
▪ | to evaluate the effectiveness of the Company’s business strategies; and |
▪ | in communications with the Company’s board of directors concerning the Company’s financial performance. |
▪ | that these measures do not reflect the Company’s capital expenditures or future requirements for capital expenditures or other contractual commitments; |
▪ | that these measures do not reflect changes in, or cash requirements for, the Company’s working capital needs; |
▪ | that these measures do not reflect interest expense or interest income; |
▪ | that these measures do not reflect cash requirements for income taxes; |
▪ | that, although depreciation and amortization are non-cash charges, the assets being depreciated or amortized will often have to be replaced in the future, and these measures do not reflect any cash requirements for these replacements; and |
▪ | that other companies in the Company’s industry may calculate these measures differently than the Company does, limiting their usefulness as comparative measures. |
(2) | This expense consists of the recorded fair value of the shares of Class A common stock for which the Company’s right to repurchase has lapsed pursuant to the terms of the May 2010 agreement under which they were issued to Wal-Mart Stores, Inc., a contra-revenue component of the Company’s total operating revenues. Prior to the three months ended June 30, 2010, the Company did not record stock-based retailer incentive compensation expense. The Company will, however, continue to incur this expense through May 2015. In future periods, the Company does not expect this expense will be comparable from period to period due to changes in the fair value of its Class A common stock. The Company will also have to record additional stock-based retailer incentive compensation expense to the extent that a warrant to purchase its Class B common stock vests and becomes exercisable upon the achievement of certain performance goals by PayPal. The Company does not believe these non-cash expenses are reflective of ongoing operating results. |
(3) | The Company does not include any income tax impact of the associated non-GAAP adjustment to non-GAAP total operating revenues or adjusted EBITDA, as the case may be, because each of these non-GAAP financial measures is provided before income tax expense. |
(4) | This expense consists primarily of expenses for employee stock options. Employee stock-based compensation expense is not comparable from period to period due to changes in the fair market value of the Company’s Class A common stock (which is influenced by external factors like the volatility of public markets and the financial performance of the Company’s peers) and is not a key measure of the Company’s operations. The Company excludes employee stock-based compensation expense from its non-GAAP financial measures primarily because it consists of non-cash expenses that the Company does not believe are reflective of ongoing operating results. Further, the Company believes that it is useful to investors to understand the impact of employee stock-based compensation to its results of operations. |
(5) | This expense represents the amortization attributable to the Company's acquired intangible assets. The Company excludes amortization expenses related to acquired intangible assets from its non-GAAP financial measures primarily because it consists of non-cash expenses that the Company does not believe are reflective of ongoing operating results. |
(6) | This income consists of gains in connection with the settlement of a lawsuit a change in the fair value of contingent consideration. The Company excludes such gains from its non-GAAP financial measures primarily because the Company does not believe these gains are reflective of ongoing operating results. |
(7) | These expenses relate to transaction costs associated with Company acquisitions. The Company excludes business combination acquisition costs from its non-GAAP financial measures because the Company does not believe these expenses are reflective of ongoing operating results. |
(8) | The Company may incur impairment charges associated with capitalized internal-use software, intangible assets and goodwill. These charges reflect adjustments to the carrying value of these assets to their estimated fair value. The Company excludes significant impairment charges from its non-GAAP financial measures primarily because it consists of non-cash expenses that the Company does not believe are reflective of the ongoing operating results. |
(9) | These amounts represent estimated adjustments for net interest income, income taxes, depreciation and amortization, employee stock-based compensation expense, and stock-based retailer incentive compensation expense. Employee stock-based compensation expense and stock-based retailer incentive compensation expense include assumptions about the future fair market value of the Company’s Class A common stock (which is influenced by external factors like the volatility of public markets and the financial performance of the Company’s peers). |