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Inside Facebook

Inside Facebook


Platform update: ads, passwords, access tokens, more

Posted: 06 Feb 2012 04:54 PM PST

As Facebook continues to review and approve new Open Graph actions, the social network announced a number of changes affecting developers working on the platform.

Action specs – The Ads API now allows developers to create Featured Stories (previously called "Sponsored Stories") using action specs rather than by ad creative type. This will make it easier for developers to adapt to new story types when they are launched (i.e., promoting stories about users listening to a song or earning a high score rather than simply "using an app" or "playing a game"). The old Sponsored Stories creative types will be deprecated as of May 1. The company provided more detail in a blog post here.

Test user passwords - Facebook added the option to set a test user's password now from the Developer App to make it easier for developers to test their mobile apps. Developers can change the password of a test users from the "roles" section of the Developer App.

Access tokens – Facebook reminded developers not to share access tokens between applications to ensure the security of those tokens.

Game Developer Conference – The company will host Facebook Developer Day at the Game Developer Conference in San Francisco on March 5. Conference attendees can learn more about developing social games on the platform through tutorials and discussions. More details are available here.

Page insights deprecation – Facebook will completely remove the old page insights from the API on Feb. 15.

New auth dialog – All apps will be able to use the improved authorization dialog on Feb. 15. Developers who haven't fully configured the new dialog can disable the setting from the Developer App until the end of the month. All apps will be required to use the new dialog starting March 1.

Historical actions - Facebook has taken Open Graph action backdating out of beta. Developers can now make posts to previous dates on users’ Timelines. We covered the change in more depth here.

For more breaking changes and information about bugs, see Facebook’s Developer Blog.

Facebook’s 99%: Later employees may pay almost double the tax rate that early employees will

Posted: 06 Feb 2012 12:21 PM PST

Even Facebook isn’t immune to the “Warren Buffett” problem. The widely-respected billionaire investor has famously said that he pays a lower rate on his taxable income than his secretary. The picture may not look that different at Facebook, once all the taxes are accounted for in the company’s widely-anticipated initial public offering.

Most Facebook employees who joined the company after 2007 will see almost half of their stakes in the company disappear through taxes following the IPO. That’s about twice the tax rate their much richer co-workers, who joined the company earlier, may end up paying on their holdings in Facebook.

While The New York Times and The Financial Times both ran stories over the weekend pointing out that chief executive Mark Zuckerberg will pay between $1.5 and $2 billion in taxes, they’re missing a more interesting story. Zuckerberg will be paying taxes on $5 billion in gains from exercising options. He won’t be paying taxes on his current 28.2% stake in the company until he sells his shares — if he ever does. When he sells, he will pay taxes at something closer to the long-term capital gains rate (likely in the 20 to 25 percent range when you add in state and other miscellaneous taxes for Social Security and Medicare). Add the fact that he’s cutting his annual salary to $1 next year, and that means virtually all of his income should fall under the capital gains rate going forward.

The story is different for most of Facebook’s 3,200 employees. They will see 45 percent of their stakes in the company withheld to pay taxes six months after the IPO, according to the filing.

That’s because most later employees have restricted stock units, not actual shares that they’ve held for more than a year. Those restricted stock units will convert into shares six months after the IPO. At that time, the value of these shares will be taxed at the ordinary income rate — not the much lower long-term capital gains rate. That’s even if they were earned three or four years ago. The relevant part of Facebook’s filing is excerpted below if you want to read it yourself. We’ve also confirmed this interpretation with multiple attorneys, sources who arrange private sales of Facebook shares and founders or executives who have considered adopting RSUs as well.

This is the Silicon Valley version of the Warren Buffett problem — a debate about tax fairness that is embroiling the 2012 presidential race.

“You have employees who have contributed to a company's success in a similar way. Yet some are taxed on their reward at 15 percent while others are taxed at 35 percent. It is unfair,” said John B. Duncan, who was a corporate attorney for Google after serving as general counsel for Slide. He has structured restricted stock agreements for two companies and is working on a third. “It’s not necessarily restricted stock units, but it’s still the symptom of an unbalanced tax system.”

Duncan adds that Facebook actually gets more of a tax deduction the more its employees earn under ordinary income. But the company gets no such deduction for what its employees take home under capital gains taxes.

“Most Silicon Valley companies have no taxable income so they don't care, but these late-stage companies may realize a significant benefit off of the pain suffered by their late employees,” Duncan said.

On top of that, if Facebook isn’t careful about how it dumps all of these employee shares on the market to cover taxes six months after the IPO, the stock might decline and the company may have to sell more to cover the taxes. The filing says the company has reserved 378.8 million shares subject to outstanding restricted stock units, including ones that have yet to vest. 

Most of these later employees — including the 2,000 or so that were hired in the last two years — are the not multi-millionaire graffiti artists The New York Times likes to write about. If you look at Quora’s boards around late 2009 when the company had about 1,200 employees, you’ll see that Facebook was offering around 10 to 15,000 RSUs for entry-level engineering talent. That’s about $400,000 to $600,000 worth of stock at the $40 price Facebook shares went for in a private auction last week. Half of that still has to be vested and then half of what’s remaining will go toward taxes. The other thing to take into account is that there are big equity drop-offs between employees who join the company at different times — a standard practice to reward the earliest employees who take the most risk. So the number of restricted stock units Facebook offers has also declined over the past two years as secondary markets have priced in the value of the shares.

Restricted stock units also behave differently in one other important way: they cannot be traded. So only early employees and investors who hold real shares have been able to participate in the secondary markets that have cropped up over the last few years. Facebook also instituted an insider trading policy in 2010 that banned current employees from selling shares.

The rise of restricted stock units

While nobody’s feeling sorry for Facebook employees, this is an issue that affects many late-stage or recently IPO-ed companies in the technology industry. There are thousands of employees who hold restricted stock units in companies like Groupon and Zynga.

Restricted stock units became popular over the last few years as more Silicon Valley technology companies chose to delay their initial public offerings. To do that, they needed to get around a Great Depression-era Securities and Exchange Commission rule that was originally designed to protect people from making bad investments in privately-held companies they couldn’t get accurate information about. The 1934 act that established the SEC said that companies with more than 500 shareholders needed to start divulging details about their financial performance.

But most late-stage companies don’t want to share such sensitive information if they remain private. So to keep the official shareholder count low while still allowing employees to enjoy upside, companies like Facebook began issuing restricted stock units. The downside is that they’re taxed like ordinary income.

Weighing restricted stock units against options

Facebook didn’t intentionally stick its later employees with these higher rates. One of the main reasons the company is even going for an IPO is to fulfill a pledge to employees, Zuckerberg said in his letter to shareholders.

“We're going public for our employees and our investors,” he wrote in the company’s IPO filing. “We made a commitment to them when we gave them equity that we'd work hard to make it worth a lot and make it liquid, and this IPO is fulfilling our commitment.”

Zuckerberg just wanted a way build a business for the long-term without the distraction of public ownership. The tax issue is a side effect. In fact, if Facebook had relied more on options instead of restricted stock units, a similarly regressive tax scenario might have emerged anyway. The downside of options is that employees have to spend money to exercise them. In theory, employees can do this whenever they want. But in practice, later employees often hold off because they can’t afford to exercise them right away. They also might not want to risk tens or hundreds of thousands of dollars until they’re sure the stock is worth a lot more during an event like an acquisition or an IPO. That can stick them with the higher tax bill if they haven’t held the shares long enough to qualify for the capital gains rate.

Options have also fallen slightly out of favor over the last 10 years as accounting law tightened around how to value shares in privately-held companies. For companies with strong valuations, the strike price on options can end up being quite high, diminishing their upside to employees. Ultimately, it’s difficult to say whether Facebook’s employees would have done better financially if they were issued options or restricted stock units — all taxes considered.

What this means is that it’s hard to avoid ending up with a regressive tax situation on equity-based compensation in late-stage companies. It would be hard to change it too, given the complicated tangle of laws around incentivized options, non-qualified stock options, stock grants and restricted stock units.

Nobody would ever propose taxing founders more, either. They provide so much of the value that makes Silicon Valley tick. Facebook employees are lucky to have joined the one big winner of the last several years out of thousands of failed startups. And yet, they will probably end up paying a higher tax rate on their much smaller portions of equity than the company’s founders, early investors and early employees will.

“You can’t possibly come up with a better example than Zuckerberg. It’s $28 billion and he will probably get the absolute best tax treatment out of anyone in his company,” said Antone Johnson, who was eHarmony’s vice president of legal affairs before starting his own law firm serving early-stage companies like Gogobot on their legal needs.

After this most recent class of companies — Groupon, Zynga and Facebook — which all used RSUs, we’re starting to see some companies push back. Mobile payments company Square doesn’t plan to offer restricted stock units and instead will go with standard options, according to sources familiar with the matter.

If other companies in the $1 billion valuation-club follow suit, we might see a resurgence of Silicon Valley’s once-favored form of compensation.

Here’s the excerpt from Facebook’s filing (some of the bolding is mine):

We anticipate that we will expend substantial funds in connection with the tax liabilities that arise upon the initial settlement of RSUs following our initial public offering and the manner in which we fund that expenditure may have an adverse effect.

We anticipate that we will expend substantial funds to satisfy tax withholding and remittance obligations on a date approximately six months following our initial public offering, when we will settle a portion of our RSUs granted prior to January 1, 2011 (Pre-2011 RSUs). On the settlement date, we plan to withhold and remit income taxes at applicable minimum statutory rates based on the then-current value of the underlying shares. We currently expect that the average of these withholding tax rates will be approximately 45%. If the price of our common stock at the time of settlement were equal to the midpoint of the price range on the cover page of this prospectus, we estimate that this tax obligation would be approximately $ billion in the aggregate. The amount of this obligation could be higher or lower, depending on the price of our shares on the RSU settlement date. To settle these RSUs, assuming a 45% tax withholding rate, we anticipate that we will net settle the awards by delivering approximately shares of Class B common stock to RSU holders and simultaneously withholding approximately shares of Class B common stock. In connection with this net settlement we will withhold and remit the tax liabilities on behalf of the RSU holders in cash to the applicable tax authorities.

To fund the withholding and remittance obligation, we expect to sell equity securities near the settlement date in an amount that is substantially equivalent to the number of shares of common stock that we withhold in connection with the initial settlement of the Pre-2011 RSUs, such that the newly issued shares should not be dilutive. However, in the event that we issue equity securities, we cannot assure you that we will be able to successfully match the proceeds to the amount of this tax liability. In addition, any such equity financing could result in a decline in our stock price. If we elect not to fully fund our withholding and remittance obligations through the issuance of equity or we are unable to complete such an offering due to market conditions or otherwise, we may choose to borrow funds from our credit facility, use a substantial portion of our existing cash, or rely upon a combination of these alternatives. In the event that we elect to satisfy our withholding and remittance obligations in whole or in part by drawing on our credit facility, our interest expense and principal repayment requirements could increase significantly, which could have an adverse effect on our financial results.

Last Chance for Early Registration to Inside Social Apps – Feb 8 & 9

Posted: 06 Feb 2012 11:00 AM PST

February 8 – 9, 2012 | San Francisco

 

 

Inside Social Apps 2012 is coming this Wednesday and Thursday to San Francisco!

Pre-registration passes are $599 through tomorrow, and will be $799 at the door.

Register Here

Join us as we host the industry’s leading developers for two days of panels, discussions, and networking around the social and mobile app ecosystem.

How do developers in the industry view today’s top challenges in social and mobile apps and games? Which platforms will see the most growth in 2012, and what are the key opportunities ahead? We’ve recently finalized our event agenda that looks at this industry’s biggest questions from the perspectives of those who are shaping it every day. View the full agenda here.

Better yet, save your spot and register now.

Who's Speaking?

We're excited to present the following 44 confirmed speakers at Inside Social Apps 2012:

Carl Sjogreen
Director of Product Management, Facebook
Cory Ondrejka
Director of Engineering, Facebook
Russ Heddleston
Product Manager, Facebook
David Glazer
Engineering Director, Google+
Carla Bourque
SVP, Buddy Media
Simon Mansell
CEO, TBG Digital
Clara Shih
Founder and CEO, Hearsay Labs
Mike Ouye
Founder and CEO, Red Robot Labs
John Spinale
Senior Vice President, Social Games, Disney Interactive Media Group
Barry Cottle
Executive Vice President, EA Interactive
Daniel Terry
Co-founder & CEO, Pocket Gems
Perry Tam
CEO, Storm8
Jens Begemann
Founder and CEO, wooga
Lee Linden
Founder, Karma Science
Charles Hudson
Co-founder and CEO, Bionic Panda Games
John Earner
GM European Studios, EA / Playfish
Paul Bettner
GM, Zynga With Friends
Kevin Chou
Co-founder and CEO, Kabam
Suleman Ali
Co-founder and CEO, TinyCo
Will Harbin
Chairman and CEO, Kixeye
Mario Schlosser
Chief Scientist, Vostu
Jeff Tseng
CEO and Co-Founder, Kontagent
Dennis Ryan
EVP Worldwide Publishing, PopCap
Eric Goldberg
Managing Director, Crossover Technologies
Haining Wang
CEO, Happy Elements
Sho Masuda
VP Marketing, Social Games, GREE
Clay Kellogg
Head of App Dev. Sales, AdMob
Terry Angelos
Co-Founder and CPO, TrialPay
David Katz
VP of Digital Media, Starz
Suchit Dash
Co-founder and VP of Product, Ifeelgoods
Atul Bagga
Senior Analyst – Video Games & China Internet, Lazard Capital Markets
Peter Farago
VP Marketing, Flurry
Anil Dharni
Co-founder, Funzio; Founder, Storm8
Mike Sego
CEO, Gaia Interactive
Tim Chang
Managing Director, Mayfield Fund
Micah Adler
Founder & CEO, Fiksu
Arjun Sethi
CEO, 6waves Lolapps
Brenda Garno
COO & Game Designer, Loot Drop
Bill Jackson
Creative Director, CastleVille, Zynga
Hussein Fazal
CEO & Co-founder, AdParlor
Mihir Shah
President & CEO, TapJoy
Lisa Marino
CEO, RockYou
Rick Thompson
Co-Founder, Playdom, and Investor
Riz Virk
Co-founder and CEO, Gameview Studios

Registration

Previous Inside Social Apps conferences have sold out in advance of event day, so we strongly encourage you to register now.

Pre-registration passes are $599 until February 7, and will be $799 at the door. Register Now

About Inside Social Apps

Inside Social Apps 2012 will explore new opportunities, as well as emerging risks, in the development, distribution and monetization of social and mobile applications. Inside Social Apps 2012 will span February 8 – 9, and will bring together the world’s leading social and mobile developers and investors for critical discussion and analysis.

Social applications first made their splash in the US in 2007, and have now evolved into a global media ecosystem. Today’s social and mobile apps comprise a profitable multi-billion dollar industry, characterized by vibrant investment activity and newly emerging opportunities on mobile platforms.

Inside Social Apps is Inside Network’s content-focused conference series that investigates the latest trends and challenges for social and mobile applications and the companies that bring them to market.

Past Inside Social Apps events have seen sold out before conference day, so we strongly encourage you to register early.

Registration

Pre-registration passes are $599 through tomorrow, and will be $799 at the door. If you’re doing business in social and mobile apps, we strongly encourage you to register now.

From all of us at Inside Network, we look forward to seeing you this week!

Facebook lets Open Graph apps publish to past points on Timeline

Posted: 06 Feb 2012 10:12 AM PST

Open Graph apps can now post to past points on users' Timelines, according to a post on the Facebook Developer Blog. The feature, previously in beta, enables a new wave of applications that let users fill in their profiles. For instance, users can use Wipolo to indicate that they went on a trip in June 2004 and have that activity display at the right date on Timeline. Urbanspoon users can check into restaurants after the fact and have the action automatically show up in the appropriate spot. Apps that help users chronicle their past like this are a key way to enhance Timeline and could be a big opportunity for marketers and developers to engage consumers in new ways. Actions that are set more than three days in the past will not show in Ticker or News Feed. This will allow users to fill in several aspects of their Timelines at once without overtaking their friends’ feeds. Past actions will populate the monthly and yearly app aggregations as predefined by the developer.

Facebook added a new section on its developer site focused on publishing past actions. It encourages developers to provide transparency about how past actions will be posted and give users control over the functions. Posting past actions will generate a notification indicating that a past action has been posted to a user’s Timeline.

There are still some trade-offs associated with using Open Graph. Images, for example, cannot be shared as large as they can with the Photos API. (We covered these issues in more depth here.) But overall, Facebook has smartly added more resources for those working with Open Graph to promote past-tense sharing.

Zynga, page tools, birthdays, more on this week’s top 20 growing Facebook apps by MAU

Posted: 06 Feb 2012 08:57 AM PST

Zynga's Hidden Chronicles grew by 7.2 million monthly active users this week, topping our list of apps growing by MAU. Page applications comprised most of the rest of the list, with birthday apps and a few Open Graph integrations continuing to grow.

Titles on our list gained the most MAU of any apps on the platform, growing from between 800,000 and 7.2 million MAU, based on AppData, our data tracking service covering traffic growth for apps on Facebook.

Top Gainers This Week

Name MAU Gain Gain,%
1.   Hidden Chronicles 23,500,000 +7,200,000 + 44%
2.   Static HTML: iframe tabs 87,400,000 +5,800,000 + 7%
3.   MyCalendar – Birthdays 26,400,000 +3,200,000 + 14%
4.   Static Iframe Tab 47,800,000 +2,700,000 + 6%
5.   BandPage by RootMusic 31,100,000 +2,200,000 + 8%
6.   MiCalendario – CumpleaƱos 14,500,000 +2,200,000 + 18%
7.   Static HTML… [Second Tab] 10,200,000 +1,800,000 + 21%
8.   Tab Builder: Gift 1,800,000 +1,770,000 + 5,900%
9.   Static IFRAME Tab : ThumbsUp Icon 9,600,000 +1,500,000 + 19%
10.   Welcome tab app for Pages with TradableBits 17,100,000 +1,400,000 + 10%
11.   Pagemodo Custom Welcome Tab 14,600,000 +1,000,000 + 8%
12.   Scribd 13,300,000 +1,000,000 + 8%
13.   Static HTML… [Third Tab] 5,000,000 +1,000,000 + 28%
14.   Hosted iFrame – Main 2,300,000 +900,000 + 64%
15.   Invite Your Friends Button for Pages 4,000,000 +900,000 + 33%
16.   Static HTML… [Fourth Tab] 2,400,000 +900,000 + 60%
17.   Yahoo! 14,700,000 +900,000 + 7%
18.   BandRx 10,600,000 +800,000 + 10%
19.   BranchOut 3,200,000 +800,000 + 39%
20.   Mejores Amigos 1,600,000 +800,000 + 100%

Page tools grew from 5.8 million MAU with Static HTML: iframe tabs. Other page apps grew significantly as well. Static Iframe Tab grew by 2.7 million MAU, Static HTML… [Second Tab] by 1.8 million MAU, Tab Builder: Gift by 1.7 million MAU, Static IFRAME Tab : ThumbsUp Icon by 1.5 million MAU and Welcome tab app for Pages with TradableBits by 1.4 million MAU. Other apps for tabs, HTML, iFrame and an app to invite friends to pages grew by 1 million to 900,000 MAU. A pair of musician page apps, BandPage by RootMusic and BandRx made the list.

Two birthday apps grew significantly: MyCalendar – Birthdays by 3.2 million MAU and MiCalendario – CumpleaƱos by 2.2 million MAU. These apps request users to invite all their Facebook friends before being able to complete a customized birthday calendar. Mejores Amigos, which grew by 800,000 MAU, had a similar integration.

There were also some Open Graph apps that saw some good growth. Document service Scribd, Yahoo's app and professional networking app BranchOut began asking users to invite their school and professional Facebook friends to use the app.

All data in this post comes from our traffic tracking service, AppData. Stay tuned for our look at the top weekly gainers by daily active users on Wednesday, and the top emerging apps on Friday.