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True. If the share price were much higher, then I'd be a happy yet still ripped off investor.
The growth of TRMR is not what it should be, possibly for a number of reasons discussed here. Whatever the reason, mgt. has not performed. They should be executing much better given the pay package they, along with the board, awarded themselves. Granted, while the share price reflects slow growth, it's overdone to the downside, or so I believe.
You can be sure that Ofer thinks the sp should be much higher,
then you would not be concentrating on the SBC.
Why is the buyback having no effect on the sp?
Is it just allowing daily gaming across the pond?
To which he replied, 'no problem, as long as I get my piece of that pie'.
A not so covert code for 'more SBC for the top three'.
'After all, we've done so much for what little we've been given.'
Ofer was told to mount another buyback so the big boys could play the markets every day.
It’s shocking the amount which they are compensating themselves following the listing on NASDAQ which simply hasn’t increased shareholder value.
All the $75 million buyback programme is doing is feeding their SBC scheme. The free float is not tightening up one bit.
They have $375 million so they need to start doing something with it. Either an acquisition, an increased buyback programme to actually reduce shares in issue or a special dividend.
Performance-based metrics are determined by the Compensation Committee of the Board of Directors of the Company,
pursuant to the terms of the Company's 2017 Equity Incentive Plan and the Company's Global Share Incentive Plan (2011).
Not sure where these are stored, must be possible to track them down.
RSU's are only subject to the executive continuing to be employed by a Company on the applicable vesting date.
RSU's and PSU's both have a three year period, with 33.33% granted per annum.
Yeah, I already get that. So tell me, what, exactly are those targets? Especially "ii) total share-owner return"; Seems to me we've gone backwards by a LONG way.
We're the people who are paying them, and item "ii) total share-owner return" weighs pretty heavily on us, at least from where I am sitting.
What is the formula? What are the goals they've achieved in order to receive millions in PSU payments?
PSU's vest only if pre-established three year performance targets are achieved.
Performance targets include: (i) diluted earnings per share; (ii) total share-owner return; (iii) working capital and gross inventory turnover; and (iv) revenue growth.
A PSU Award may be subject to a single or multiple performance targets.
The Statement of Award will specify the applicable performance targets, the performance period and vesting date, the minimum performance required for vesting, the range of vesting relative to measured performance and, if multiple performance targets apply, the relative weighting of each.
RE: "SBC is regarded as an efficient way of paying execs for the above reasons, but my bugbear is that it should have been conditional on reaching targets for EBITDA and sp. and not given regardless. However, as said, if we get to over $200m EBITDA, then the SBC payments going forwards will look o.k. SP permitting!!!"
Precisely. I am in full agreement with that paragraph.
A real head scratcher to me is what they mean by "Performance" in the PSU (Performance Share Unit)? It must mean they need to show up at the office every once in a while.
One of the big three voted against the SBC. Not sure who, but Schroders are on record that it is an issue with them.
Peri are not buying back shares. SBC is therefore a dilution.
There was SBC awarded for the R1 merger. It was for three years and now will drop out, so only the Nasdaq SBC going forwards. From my memory it was approx $20m a year, with Ofer getting $12m, based on the sp at the time of the vote to grant it. (Similar to Gdogs recollection)
If TRMR gets to and over $200m EBITDA, then the sbc is 10% or less of EBITDA - on a par with PERI.
I would be comfortable with that as long as the sp was sensible. Even on 10 times multiple, Mcap would be $2bn, which means the dilution on Mcap is only 1% per yer. One percent, one percent, one percent. I could tolerate losing 1%, given the increase in Mcap we would get each year. Paying out real cash would hit EBITDA and bring the Mcap down.
SBC is regarded as an efficient way of paying execs for the above reasons, but my bugbear is that it should have been conditional on reaching targets for EBITDA and sp. and not given regardless. However, as said, if we get to over $200m EBITDA, then the SBC payments going forwards will look o.k. SP permitting!!!
Tricky and gdog, when summarised in this way the director's remuneration does seem obscene. The big question is why did the big three shareholders vote for this. Is it possible that there is collusion between the major shareholders and BOD ? This could be to the detriment of smaller investors.
Full disclosure: I just recalled, (or as I recall), the SBC for the top three over the next 3 years is $67,500,000 (this could be wrong, but not by a lot). That's at the share price of the common at $10 per share. Right now we're buying the shares for ca $5.50. Less painful, but still, they've not earned what they're paying themselves, at our expense.
PERI's total SBC last Q was $2.428 million on $22.670 million adj. EBITDA, or 10.71%, and these guys are growing (last Q) ca 3X TRMR's growth.
Do not forget, we're handing out the SBCs almost as fast as we're buying the shares back. The comp package, if memory serves, is ca 65 million over three years. The current share buyback program is for $75 million. This is paid for out of cash on hand....OUR cash on hand.
Why do I talk EBITDA...because that's the metric everyone over here uses to see how well a company is doing.
The below is from TRMR's latest earnings release:
"Adjusted EBITDA is included in the press release because it is a key metric used by management and our board of directors to assess our financial performance. Adjusted EBITDA is frequently used by analysts, investors and other interested parties to evaluate companies in our industry. Management believes that Adjusted EBITDA is an appropriate measure of operating performance because it eliminates the impact of expenses that do not relate directly to the performance of the underlying business."
Last quarter we had adjusted EBITDA of $33.59 million US.
$16.029 million of this, or 47.72%, was the SBC pay package for the top 3. (This does not include their salaries, which is 7 figures for Ofer.) They are taking almost half of our adjusted EBITDA earnings.
I am not making this up. It is effing obscene.
What is the price per shareholder for the pay packages then?
Little we can do anyway since the big shareholders voted for the remunerations.
They carry the majority of the voting rights.
We're all paying the price, and it's obscene. If they were to earn what they're charging us to be in a public club, I'll gladly pay and not complain.
They have yet to come close to earning the absurd, obscene, insulting pay packages which they so happily awarded themselves. To me this is a sign of poor judgement on the part of the board and the management. If they eventually earn this insane amount of Money, I'll be the first to thank them and cheer from the cheap seats in which I sit, instead of gladly throwing bombs.
I'll give them until the end of the 2022, and if they're not making significant progress relative to the rest of the market, I am out of here.
Significant progress is NOT growing at the rate of the market...it is taking market share from the competition.
Look at PERI. Seems to me that is a MUCH better run company, hands down, and management has yet to come close to cashing in the way the pigs that run this company have.
You have to pay a price to join the club.
Worlds are colliding.
Dogs and cats sleeping together.
Gotta agree with Quertyii on this one. (Yes, there were a boatload of options granted for merely doing their job, having us listed on the NASDAQ, and they were also vocal in patting themselves on their backs for a job well done. Also a healthy amount of fees paid to the underwriters....they always get a piece of the pie.)
We're the options given purely for completing the nasdaq listing?
Wasn't there also a another few million spent on costs for the listing...what a waste of money...
It's not rocket surgery.
The top three and the board grant boatloads of options to the top three. They exercise them for shares. This is dilutive.
We then buy back shares with cash on hand, (Ofer) telling shareholders 'they're doing this to increase shareholder value'. He absolutely stated this in the recent conference call.
They retire the shares.
Shortly thereafter they then apply to the regulators to re-admit the shares. The shares are re-admitted.
You are smarter than that. They are taking Money out of our pockets and putting it into their pockets. The biggest joke of all is the fact that many of the options are called "Performance Share Units", but they should be called "Lack of Performance Share Units".
It is as simple as that.
Connect the dots. It's easy.
Do not forget, they took over 5 million USD for the ADS placement on the NASDAQ for 'a job well done'. How's that working for us?
The company RNS states the following:
A block admission of 4,000,000 ordinary shares of NIS0.01 each in the capital of the Company ("New Ordinary Shares")
It does not state whether these come out of treasury or if they are being financed by cash or whatever.
Also it does not state what remains, from whatever route they are sourced.
Tremor certainly have the ability to use treasury shares.
Either way, I get your point, it is dilution by any measure.
The reason I brought this up again is I was annoyed by today's RNS, which rubbed my nose in an already sore spot.
It does not affect our numerical operating profits, which are defined as profits from core operations before taxes and interest. But it does affect our profits per share when we're diluted, and it affects our cash position when they spend our cash to buy back shares in order to simply re-admit the previously bought and cancelled shares, which is exactly what they're doing.
I've expended my level of annoyance at them for the day. It is what it is...but I hope we are able to do something about this in the future. If we don't say something, they'll do it again.
Second, you asked
It appears that ou don't want to see it as hard cash against operating profits, which would look more unpalatable.
Admittedly there are various ways of looking at this.
For one, the previous buybacks, at rather lower prices, are now worth more and so, in effect, the compensation/remuneration schemes are not nearly so onerous.
It's not the overall operating profit. They can frame it as a non-cash event...but it doesn't take Einstein to connect the dots between the buyback ($75 million), then retiring the shares, then today's RNS in which they're releasing / re-admitting 4 million shares.
Not only is it costing us Money, they're diluting us. The dilution factor weighs on our portion of the profits. Absolutely
It is costing us tens upon tens of millions in cash. Whaddya bet $75 million buyback, with more to come, all goes to these guys?
How much is the stock-based compensation eating into the operating profit?