Companies are required to expense the theoretical values of
employee stock options at grant day against their earnings.
This is mandated beginning January, 2006
The question arises as to how these ESOs should be calculated
at grant day.
The SEC and FASB generally recommend calculating the Black
Scholes theoretical values or the binomial model values of the
employee options on grant day (with modified assumptions
regarding time remaining to expiration). They then suggest
delaying the actual expenseing of the grant day value to some
period related to the vesting dates.
There are several problems associated with this method.
First, you must understand that even in the hands of expert
practitioners, Black Scholes and binomial models are nothing
more then very useful tools and can not be overly relied upon
to give “precise estimates". The nature of employee stock
options contracts being non-standardized and the value of
the options being subject to the expectations and actions of
employees add to the difficulty of getting accurate values.
Nevertheless, this writer believes that reasonably useful
theoretical values of employee options can be calculated
at grant day for expensing. This method, however, gives
the appraiser some discretion as to variables such as volatility
and expected time to expiration. This can open the door for
abuse of that discretion to appraise the options as low as
possible by the company on its financial statements.
There are other problems associated with that method.
If after the values of the options are calculated, the stock
drops; then the compensation expense calculated at grant
day is overstated. If after the value is calculated, the stock
increases substantially, then the compensation expense is
understated.
Now, some may say that over time there will be increases
and decreases in stock values, so the net effect is washed
out. However, this does not consider that stocks may go up
for years in a row and then down for years in a row and it
may take decades to get the net effect to wash out.
Another reason to be critical of the “valuing at grant and
expensing soon after method” is that the employee stock
options are granted essentially pursuant to a contract of
employment.
This contract requires the employee to perform for years
into the future to achieve the full value of his options.
He will receive money directly from the options only if and
when he exercises his options. Of course, he can receive
money indirectly by hedging the employee options in the
listed options markets, assuming he is not prohibited from
doing so.
The direct payout may be as long as ten years from the
date of grant. He may actually receive nothing from the
options as they may expire un-exercised (unless he hedged
earlier in the life of the options). Delaying the expensing over
the vesting period of the options does mitigate the possible
mismatching of costs with employee benefits. But, in my
opinion, all of these calculations become quite complex and
do not contribute to clarity.
It is also the case that assumptions about volatility, interest
rates and dividend payments change over long periods of time.
These changes create the need to recalculate the theoretical
values of those employee options if the objective is higher
accuracy. The method of valuing at grant day and sticking
with those values does not allow for recalculating.
Some argue against expensing in this manner, saying that the
Black Scholes model is not useful in calculating long term
employee stock options.
Some also argue that the Black Scholes values are not
discounted enough to consider non - transferability and
alleged prohibitions against hedging.
They also argue that the “expense” is taken care of in the
reporting of potential dilution of the stock and does not need
to be expensed twice.
What is the solution?
One simple solution would be to expense the options when they
are exercised. This takes care of the need to use Black/Scholes
and eliminates the argument about the stock moving up and
down and having incorrect expenses.
The problem with this method of expensing at exercise is that
the expenses are delayed to some time substantially distant from
the time the actual rise of the stock and the growth in the
options’ value takes place.
There is another simple better solution and it follows:
When new employee stock options are granted, no
theoretical calculations are made and no expense
recorded. No potential dilution of the stock is ever reported.
At the end of the quarter after the grant, the intrinsic values
of the newly issued options are calculated and summed. This
amount is expensed against earning for that quarter.
For example: Assume options to purchase 1 million shares of
the common stock of a company trading at 40 were granted
to employees on January 15, 2005.
Assume the stock was trading at 45 at the close of business
on the last day of the first quarter of 2005. The company
would report an expense against earnings of $5 million for
compensation related to options.
Now assume no other options were granted, and the stock
is trading at 43 at the close of business on the last day of
the second quarter.
The second quarter report would show a compensation expense
of negative $2 million for compensation related to options.
The total compensation expense related to options for the
first two quarters would be $3 million.
Any options that may have been forfeited are removed from
the calculations. Any options that are exercised are also
removed but the intrinsic value of those options when they
are exercised becomes a part of the expense.
This method is much more simple than the method of
calculating theoretical values, since companies would never
be required to calculate theoretical values at all. It also
assignsthe expenses to periods when the expenses are
incurred.
There is no double expensing since the options are expensed
against earnings and there is never any dilution of earnings.
This method somewhat accommodates the advocates of
non - expensing by showing only the intrinsic values as an
expense.
It can also be argued that under this method, whenever the
stock advances a substantial amount, the compensation
expenses go up more than it should and causes havoc with
earnings. I discount that claim as the expenses are matched
correctly.
Some may say that this method understates the value of the
options' expense because it does not include the value of the
"time premium" above the intrinsic value
This is true. But, over time, the intrinsic value tends toward
theoretical value and either at expiration day or when the
options are exercised the intrinsic value and theoretical
value become the same.
When all is considered this is the best method.
John Olagues olagues@hotmail.com
www.optionsforemployees.com
The author, JOHN OLAGUES, is a former member of the Chicago Board Options Exchange and the Pacific Stock Exchange for over ten years. He offers a unique view of
employee stock options from a trader’s standpoint rather than from the standpoint of an accountant, compensation planner or academic. To contact JOHN OLAGUES email
olagues@hotmail.com and see
www.optionsforemployees.com.