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By Dean Samsvick, Managing
Partner
KPMG Orange County
Technology companies
have traditionally been among the most prolific users of stock options
as compensation or incentives for attracting talent. This was particularly
true during the mid to late 1990's, when seemingly never-ending
stock price increases made stock options a highly sought after form
of compensation. Today, however, the use of stock options has received
a much higher level of scrutiny - especially the past few months.
Historically,
stock options served as a method of compensating employees in a
manner that did not result in a cash outlay and, in most cases,
without a charge to a company's net earnings. Many sources - including
Congressional leaders - are now reexamining the viability of a company
to use such compensation with no effect on earnings. Many in both
the private and public sectors are encouraging the Financial Accounting
Standards Board (FASB) to require all companies to record an expense
for the value of options issued to employees. Many well-known companies
such as Coca Cola and Amazon.com have already announced that they
will voluntarily begin to expense the value of options issued to
employees. Alternatively, other Fortune 500 companies, including
Cisco and Intel, have announced they have no plans to expense the
value of options.
FASB
Requirements Today*
FASB Statement 123 currently requires companies to calculate the
fair value of stock compensation issued to employees. Statement
123 does not require however, that companies deduct this calculated
value of stock-option grants to employees and executives from their
bottom lines. Instead, expensing that value is optional. Companies
are mandated by Statement 123 to disclose the "pro forma"
impact on earnings of issued options in the footnotes of their annual
financial statements. This represents what the bottom line would
have been had options been expensed.
.
The FASB - the board that promulgates U.S. accounting rules - has
recently proposed requiring companies to disclose on a quarterly
basis the value of stock options issued to employees. This disclosure
is now only required annually. The proposal also suggests increasing
disclosure content as well as featuring it more prominently in the
financial statements. Such additional disclosures would include
the method of accounting for stock-based compensation, total compensation
expense that would have been recognized if Statement 123's fair-value
method had been adopted as of its effective date, as well as a tabular
reconciliation of net income to pro forma net income as if the fair-value
method had been applied.
In addition
to more frequent and complete disclosures by all companies awarding
stock-based compensation, the FASB is also considering what to do
about companies, who in reaction to the above proposal, have voluntarily
chosen to expense options. In an attempt to make the adoption of
Statement 123's fair value methodology more attractive, the FASB
has recently proposed accounting alternatives for companies that
volunteer to subtract the value of the options from their earnings
are as follows:
- The first
choice, which is Statement 123's current approach, allows companies
to expense options awarded in the fiscal year in which the decision
to begin expensing options is made.
- The second
alternative allows companies to expense both new grants and unvested
options issued since the beginning of the fiscal year.
- The third
method gives companies the choice to retroactively restate three
years of prior statements to reflect options granted over those
years.
By expanding
the available transition alternatives, the FASB is hoping to encourage
more companies to consider adopting the fair value approach for
their employee options.
Given this dynamic
accounting environment, it is essential that leadership at technology
companies understands available alternatives, so they may critically
evaluate their business objectives and determine which accounting
strategies are most sound for their company's needs. This decision
is actually two-pronged. Once a company decides to expense options,
it must then determine which transition alternative (mentioned above)
to adopt.
Assessing
the Landscape and Moving Forward
Making the decision to begin expensing the value of employee options
is a significant one. Before making this decision, executives should
consider not only investors' attitudes, but competitors' decisions
and the potential effects on both income and intercompany and period-to-period
comparability.
As discussed
earlier, the use of stock options as compensation to employees has
been very popular with technology companies in recent years, since
it allowed companies to provide significant value to employees,
with no cash outlay or earnings charge. Given new pressure to expense
the value of employee options, along with the depressed perceived
and economic value of employee stock options, one might assume that
companies will start exploring and evaluating other employee compensation
plans. This would be due to the diminished inherent benefits of
employee stock options versus other type of compensation plans.
As this plays out, it will be interesting to assess the market impact
as well as accounting impacts on the future use of employee stock
options.
Dean Samsvick
is managing partner of KPMG's Orange County office, and partner
in charge of the Orange County audit practice.
All information
provided is of a general nature and is not intended to address the
circumstances of any particular individual or entity. Although we
endeavor to provide accurate and timely information, there can be
no guarantee that such information is accurate as of the date it
is received or that it will continue to be accurate in the future.
No one should act upon such information without appropriate professional
advice after a thorough examination of the particular situation.
*Source, Financial Accounting Standards Board web site
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