Some time ago - back in the dark days of "Web 1.0" companies before the bubble burst, stock options granted to employees were considered under the Generally Accepted Accounting Principles (GAAP) to have no cost to the company. GAAP is the set of rules propagated by the Financial Accounting Standards Board (FASB) that all public companies must use to figure out their income, losses, expenses, etc. It's a set of common rules that is supposed to make it easy for investors to compare two companies, and evaluate how much profit a company is making. These rules are needed because (as we shall see) there are many "shell games" that can be played to turn a big loss into an on-paper profit, or vice versa.
Stock options became popular as an employee benefit in the 80s and 90s. With these instruments, the board of the company votes to grant the option to buy the company's stock at today's price, sometime in the future. For example, if the stock is trading at $15.25 per share (the "strike price") on the day of the board meeting, the board might grant a particular employee the option to purchase 10,000 shares in the future at that price. If, five years later, the stock has gone down (the options are "under water"), nothing happens. However, if the stock has now risen - say to $30 - the employee can "exercise" the options, buying 10,000 shares of stock that is worth $300,000 for $152,500. This only rewards employees if the stock price rises, which is why it makes a good renumeration strategy - it helps align the employees' goals with the shareholders'.
Under the rules of accounting in force until 2006, the granting of stock options was considered to cost nothing to the company. Because the price they were offering the stock at was the current market value, there was no direct cost. About six years ago, a movement began to start forcing companies to estimate what the future value of the shares granted would be, and to count the difference as a loss to income. The logic, as I understand it, is that the company theoretically could have decided to sell those shares itself and take the money, thus, the lost revenue in not doing that is a "loss". Imagine that the above company granted those shares in 2006. They perform the complicated estimating process, and decide that the shares will probably be worth $40 each in 2014, when the options expire. Thus, they take a loss of $147,500. It's as if, from an accounting perspective, they had paid the employee $147,500. If, in 2006, they had previously had a profit of $1,000,000, they now have a profit of $852,500. If they previously had a profit of $100,000, they now have a loss of $47,500.
Those of us in small, quickly growing technology companies were alarmed by this proposal. We granted lots of stock options, and our stocks increased rapidly in price (or, they did for a little while). If this rule change went into effect, we would have absolutely enormous losses on paper, even though our actual cashflow would not change, at all. We considered our ability to attract top talent through stock option grants to be one of our biggest assets against large, old technology companies. A change like this would also result in lots of "Emusic shows $50M loss on $2M revenue" sorts of headlines, even if we were actually increasing the amount of money we had in the bank at that time. Unfortunately, the bubble burst, and, at the same time, a wave of accounting scandals swept through all industries. "Stock option reform" got rolled into many of the other "reforms" of the past few years. Beginning in 2006, companies were required to begin accounting for the "cost" of issuing stock options.
Of course, when you make changes to the rules of a game as complicated as public company finances, there are going to be unintended consequences. There are two major ones I'm aware of, so far. The first is the "options pricing scandals" that have hit many large firms. Back in, say, 2000, the exact price an option was struck at wasn't a financially important point for the company. To the employee, it was quite significant. Imagine in the above scenario that, the day the board meets to grant options, the price per share was $15.25, but that one month before it'd been $7.12. By waiting that extra month to grant the options, the employee's gain has gone from $228,000 to $147,500. If only the board had met earlier, when the stock was lower! Then (since, back then, options were considered to have no cost to the company) the employee would be even more incented to stay with the firm!
Since this was a neutral financial decision for the company at the time, of course, may boards did just that: Pretended they had a board meeting (or phone call) on whatever the lowest price of the quarter was, so that employees could get the lowest strike price, possible. It helped the employees at no cost to the company, other than a little white lie from the board of directors - what was not to like?
Then, in 2006, the rules changed - retroactively. Suddenly, those options priced in 2000 had a cost. If the board had lied about when they were priced, they had, on paper at least, incurred significant additional costs to the company. Those little "white lies" that had no financial impact suddenly caused many large companies to restate previous earnings as their balance sheets filled with red ink - even though the amount of money they had in the bank (or even had paid to shareholders in dividends) hadn't changed a bit. Many senior executives and board members were forced to resign as these scandals reverberated through the press, eager to find yet more instances of corrupt business leaders enriching themselves "at cost to the shareholders". Even though no actual loss had occurred.
Now, a new unintended consequence has arisen - corporate taxes. In the US, a company counts up the total amount of money it's taken in ("revenue"), and the total money it's outlayed ("expenses"). You do a form of this yourself, every April 15 - take your total revenue, subtract the expenses that the government lets you deduct, and the remainder - your "earnings" - the IRS calls it Adjusted Gross Income, or AGI - is taxed at the set rate. Corporations do something very similar, in which they take their revenue, subtract their allowed expenses, and are taxed at a flat 35% rate on whatever earnings there are. The big change here is that stock option expenses are now allowed as a "deduction".
It cannot, of course, be that simple - this is simple, so far, right? The IRS wants the companies to count the actual difference between the strike price and the exercise price, not some complicated formula that tries to guess what the difference will be some years from now. In our above scenario, imagine the strike price is $15.25 for 10,000 options, which they think will eventually be worth $30 per share, and the company has earnings (before considering the stock options pricing) of $150,000. They then report:
- Earnings: $150,000
- Options Costs: -$147500
But, since the options might end up being worth nothing, they also report an "expected tax liability" of 35% of their pre-options-cost earnings:
- Potential Tax Liability: $-52500
Which means, by issuing those options, a $150,000 profit has turned into a $50,00 loss with no money changing hands! Then, to make it even better, if, four years later, those options are exercised at $30.25, the actual "loss" is $150,000, for actual net earnings of $0, and no tax liability at all. Thanks, FASB! It's so much easier to understand corporate profitability, now!
Beyond the obfuscation, here, there's some interesting shenanigans possible with this stuff. Public companies, presumably, are interested enough in appearing GAAP profitable that they won't grant stock options with an eye towards eliminating corporate taxes. The dilution issues can get awfully nasty when you talk about that much stock, as well. But, for closely held profitable companies, might they not be able to distribute profits to owners by issuing said owners large stock options, wiping out the profits? Then, the owner could exercise the options and sell the stock back to the company two years later, and only pay 20% capital gains on it, instead of 35% corporate taxes and then 20% dividends taxes? Sounds like a great way to reduce your taxes, to me. Of course, I'm not an accountant. Or a lawyer. So I probably haven't even begun to scratch the surface of what could be done with this stuff.
One thing that's clear is that FASB's attempts to include stock options pricing into GAAP has not made things more transparent, nor has it made it easier to determine the actual profitability of a company. Although, if Gene is correct and cash-flow is "the only reality that matters", perhaps the sooner investors can learn that GAAP is incredibly manipulable, the better.