October 29th, 2010
In this Issue:
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Recordings and Materials from our latest sales webcasts on Mergers & Acquisitions
Equity Accounting for M&A Made Simple:
M&A Success Strategies for Stock Plan Managers:
SOS Employment Opportunities
From the SOS Library:
Electronic Delivery of Section 6039 Participant Statements
A recorded demo of "Email Xpress", the SOS automated solution for emailing participant stock plan confirmations and statements, is now available:
Check out the new SOS Website
Ideas or Questions:
Do you have ideas for our next newsletter or webcast? Topics you're dying to see addressed but haven't yet? Please send us an e-mail with your ideas to: email@example.com.
Our Freedom of Choice
”Using the power of decision gives you the capacity to get past any excuse to change any and every part of your life in an instant.”- Tony Robbins
Every day, every hour, every minute, we choose what we do. These choices, when weighed together, can seem overwhelming, but in actuality, history teaches us that having choice is liberating and powerful. Why remind ourselves of this, because if you look around, we are provided with many more opportunities than we realize and it is purely up to us to choose to seize them. I have recently gleaned a few opportunities by reviewing these presentations and I hope the knowledge Stock & Option Solutions continues to provide you can open your mind to your possibilities:
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Free SOS Educational Webcast
Cost Basis Confusion: What Do the New Regulations Mean for Stock Plan
November 18th, 2010
Please join us for our next educational webcast on November 18th at 11am Pacific Time, 2pm Eastern Time.Description:
The final cost basis regulations have just been released by the IRS. These new regulations will cause confusion for stock plan professionals, employee participants, vendors, brokers, and transfer agents alike. The IRS penalties for non-compliance in some areas have recently increased to as high as $3 million.
What do they mean for you? How will you get the required information to the brokers in a timely manner? How will you prepare your participants for the substantially revised forms and reduce employee confusion? How will you and/or your vendor adjust stock plan cost basis information in light of corporate actions such as forward splits, reverse splits, spin-offs, and mergers?
What steps can you take today to prepare yourself for the big changes ahead?
Join our expert panel for a review of the final regulations and practical suggestions on real-life actions you can take to ease your company's transition into the brave new world of cost basis reporting.
Free SOS Sales Webcast
SOS 6039 Services Webcast
November 2nd, 2010
Please join us for our next sales webcast on November 2nd at 11am Pacific Time, 2pm Eastern Time.Are you ready to comply with the new IRS 6039 regulations?
Are you worried about sending employee social security numbers to external vendors?
Don't worry...Stock & Option Solutions can solve your 6039 problems
With year-end just around the corner, the demand for information and solutions for 6039 has hit a crescendo. This ENCORE presentation of our 6039 Sales Webcast will include the latest updates and information on these regulations, a demonstration of both the SOS 6039 Xpress application and our Participant Consent Website that allows you to deliver these statements electronically, and what we're seeing as we begin to deliver our solutions across the country.
SOS Products and Services we'll be covering include:
Non-Employee Accounting Goes Awry?
Late last year I was called out to a client site to help them determine what their stock plan system could and couldn't do for them and propose workarounds and custom reports to fill the gaps. They were a rapidly expanding private company with their sights set on a not-too-distant IPO. Needless to say they had all the "special features" in their stock plans that many private companies have (and many public companies that acquire private companies): early exercise, frequent accelerations at termination, a repricing with bifurcated accrual, and my favorite...non-employee grants by the dozen. (Of course non-employee grants exist at public companies too, we just find them to be far more common at private companies.)
We tackled a number of their issues and then got around to the non-employee grants. They had been performing the accruals for these grants in a spreadsheet and wanted to know if we could write a custom report to take the manual effort and the pain out of the quarter-end process. I immediately advised them that the system they were using already had the functionality built-in. Delighted with the discovery, they had me enter a test grant and compare to the accruals they'd been performing manually. The manual calculations were miles away from the system's calculations. Unfortunately we moved onto the next project before I had a chance to assess WHY the numbers were so wildly different. (I believed that the system calculations were probably correct, since it had been in the system since 2003 and had been audited many times.)
Recently I've encountered three other clients using spreadsheets that looked very similar to the one in use at that first company. Finally at my latest client, I got a chance to dig into the spreadsheet to see what made it tick and discovered...wait for it...that it was doing the non-employee accounting incorrectly and significantly understating the expense.
Now I'm concerned that this spreadsheet or ones very similar are in use at companies across the valley and across the nation and that some auditors may not be digging into the details to see if the calculations are actually correct. Hopefully for most of these companies the number of non-employee grants is small and the amounts are immaterial, however, for any of you with a significant number of these grants, please read on to understand the problem and how to solve it.
Refresher on Non-Employee Accounting (ASC Topic 505 nee EITF 96-18)
As you may remember, non-employee grants are valued using the same basic methodology as regular grants: for options you use an option-pricing model, for RSUs you use the market value. However, unlike employee options, the measurement date is not the grant date. The measurement date is, in fact, the vest date. Until the shares vest, they are re-measured (re-valued) each reporting period and the expense marked up or marked down accordingly. Also, per EITF 96-18 (which has been superseded by Topic 505/718) the accrual is to be performed using a FIN 28 approach (aka multiple or tranche-by-tranche). There is some debate now as to whether you can make a policy election to use straight-line instead, but all the spreadsheets I've seen (save one) are using the FIN 28 approach.
Let's consider a very simple example, an RSU granted on 1/1/11 with two tranches of 100 shares each vesting over 6 months (final vesting on 12/31/11). At the end of the first quarter on 3/31/11, the market value of the stock is $0.50. Since one half of the service period for the first tranche is completed (three out of six months) the expense for the first tranche is computed as 100 shares * 50% of service period * market value of $0.50 = $25 of fair value. The second tranche has a life of one year, so one quarter of its expense should be accrued: 100 shares *25% of service period * $0.50 of fair value = $12.50 of fair value.
On 6/30/11, the market value is now $1. The first tranche has completed its vesting so its expense is finalized and trued up by calculating the total expense for the tranche and then subtracting any expense previously accrued:
The second tranche has not yet completed vesting but is also trued up by calculating the total expense for the tranche and then subtracting any expense previously accrued:
On 9/30/11, the market value is now $1.50. The first tranche has no expense since its fair value was finalized on the vest date and the service period is complete.
And finally on 12/31/11, the market value is $2. The second tranche's vesting is now complete and the expense can be finalized.
The Problem with Spreadsheets
So if this is the "right" way to compute non-employee expense, what are those spreadsheets doing wrong?
Based on my analysis, the spreadsheets are not marking up the expense in ALL the unvested tranches, but only applying the new fair value to the shares that have not had expense accrued in the past. They calculate only based on the current period expense, without calculating a "to date" expense and subtracting out the prior expense - leaving any shares with any expense previously booked without a true up and leaving the grant under expensed.
The first quarter provides the same results as when the correct method is used, however in the second quarter:
And the third quarter:
And the fourth quarter:
...expense is consistently under-accrued. The total expense for the grant reaches only $162.50 over the entire service period.
However, if the first tranche has 100 shares worth $1 each and the second tranche has 100 shares worth $2 each, it seems fairly obvious that the accruals should reach $300, as they do with the methodology described earlier in the article.
So if this is wrong at so many companies, why haven't the auditors caught it?
Remember that the auditors have only so much time to audit every piece of your accounting. Do they dig into every calculation in detail? They know the ABCs of accounting from A to Z, while we stock plan professionals have the privilege of focusing on only a small slice of the accounting world and delving into the minutia that the auditors never see. Further, the auditors have likely seen dozens of spreadsheets that look very much alike. They check to ensure that a new fair value is being used or calculated and that the tranches are accrued using a FIN 28 approach. Further than that, they may not go...
So what steps should you take?
First, check your spreadsheet; perhaps yours IS doing the calculations correctly. Are the new fair values being used for all the shares in each unvested tranche, or only for the portion that accrued expense during the most recent reporting period?
Second, analyze materiality; if you have only a couple of non-employee grants for a relatively small number of shares, chances are the amounts are immaterial.
Third, if needed, adjust your spreadsheet calculations (or see if your system can do this calculation for you, several CAN) and then compare the historic accruals to the corrected accruals. Again, chances are the changes are immaterial and you could take an adjustment in the current quarter to true expense up appropriately.
If you have further questions on non-employee accounting, please feel free to contact me. One client has just asked me to create a custom report to do non-employee accounting for RSUs. I can hardly wait to get started!
Elizabeth Dodge, CEP, Vice President
Elizabeth is the Vice President of Product Management for Stock & Option Solutions, Inc. (SOS). Her responsibilities include monitoring new developments in the equity compensation arena, performing market research, speaking at industry events and helping to define the product roadmap for SOS.
Elizabeth regularly speaks on industry trends and product development at client and industry events including NASPP and NCEO webcasts, GEO and NASPP Chapter meetings, and the NASPP Annual Conference. She was also selected to speak at the West Coast FASB Roundtable on FAS 123(R) and has recently co-authored the chapter on accounting for equity compensation in The Stock Options Book, 11th edition, by Alisa Baker. She became a Certified Equity Professional in 1999 and continues to volunteer for the Certified Equity Professional Institute. She also volunteers for the Silicon Valley Chapter of the NASPP and serves on the Board of Directors of the NCEO.
10 Things You Can Do NOW To Take the Bite out of Employee Year-End CommunicationsLet's Get Ready, 2011 is rapidly approaching along with the new 6039 regulations!
For some, Halloween marks the opening of the holiday season...and while you may be thinking about pranks and little goblins or how many shopping days remain, in the back (or more likely the forefront) of your mind are the new reporting regulations. Yes, sinister new IRS regulations have added more work to this year's year-end communication responsibility. Shopping days aside, only some 64-odd business days left in this calendar year, and there's a lot of work that the tax man wants us to do. Consider what these changes will mean to you and what it does to the annual communication plan? Let's take a look at few things you can do now to prepare for this year's "End-of-the-Year Communication Plan".
By this time, you have probably had (or hopefully at least scheduled) your year-end reporting meetings. On this year's agenda, the new IRS 6039 regulations are getting all the attention. While we work our way through these solutions, let's keep in mind that most of our employee base have not been privy to the inner workings of these new rules. With careful planning and a few revisions to your year-end toolbox, you can communicate this information effectively to your employees while closing out the year and minimizing employee questions.
Laura Reis, CEP, Director
Laura Reis is the Director of Data Solutions for Stock & Option Solutions. Her responsibilities are centered on the management and hands-on application of system changes for specialized projects where changes to data are integral to overall success of the project. Previous projects include reconciliations following data conversions or upgrades, grant accelerations, working with restatement clients, merging data for acquisitions, in addition to supporting clients' needs with respect to process improvements and best practices. Before joining SOS, Laura spent 10 years managing the Stock Plan Administration departments for various high tech companies in the San Francisco Bay Area. She has worked for both public and private companies within the high-tech industry and worked as a consultant for a couple of years where she focused on training stock plan administrators for daily administration.
Since Laura began her equity compensation profession, she has supported the SF Chapter of NASPP in various roles including Secretary, Director and Chapter President. She has also volunteered for the CEP Institute.
Laura began her career in 1995 as junior administrator and received her CEP designation in 1997. She earned a BA in Sociology from the University of Northern Colorado.
Product Spotlight: SOS RSU Tax Estimator
The Requirement: Federal income taxes are due the next business day for Restricted Stock (or unit) releases if the cumulative tax liability exceeds $100,000.
The Problem: You have an upcoming Restricted Stock Release and need to be ready to pay the IRS the next business day, getting the release processed and audited after the market closes and still making the deadline for that day's payroll run is highly unlikely, if not impossible. .
The Solution: The SOS RSU Tax Estimator
The SOS RSU Tax Estimator allows you to prepare estimates at the employee level for the taxes due upon release.
The Estimator accesses information from the individual's tax records and from reports or spreadsheets indicating the shares subject to the upcoming release. It then uses this information, plus an estimated fair value you input, to calculate an estimate of taxes due. The output of the Estimator is a spreadsheet which contains one row for each vest tranche due to be released and allows you to run hypothetical "what-if" scenarios for different estimated market values quickly and easily. And the icing on the cake is that the RSU Tax Estimator let's you define the correct location for the various taxes, for your payroll export and categorizes the taxes on the accounting into the correct column based on tax description, making it easy to produce output that can be imported into your payroll system with no manual manipulation of the output - reducing the risk of introducing errors into the data and streamlining your SOX procedures.
Note: most companies use a slightly inflated estimated market value when estimating the tax liability to allow for market movement and to ensure that the tax liability will not be understated.
The output may also be used to notify the employees of their estimated tax liability prior to the release. Whether your company withholds shares, allows sell-to-cover transactions, performs payroll deductions, or collects cash from your participants, the SOS RSU Tax Estimator gives you the information you need days or weeks or even months in advance and allows you to sail through your release and meet your IRS deadlines without breaking a sweat.
Because the SOS RSU Tax Estimator uses an estimated fair market value for the calculations, once the release is complete a true up is necessary to determine the final liability based on the actual fair market value. This may result in an additional payroll run to correct the withheld amounts, collecting additional taxes from participants, or processing refunds for any over-withheld amounts.
SOS Press Release: SOS releases 6039 Xpress, website for consent collection.
Watch the latest demo in this 6039 Xpress video on YouTube.
SOS Across Our Desk: Equity Compensation in the News...
"Escape the Auditor"
From The NASPP Blog
SOS Xposé...tender tidbits about people and players in our industry...
Tying the knot...Congratulations to Wendy Jennings of Riverbed Technology and Mark Clem of Vehlo Virtual, who were married on October 16th. They had a small wedding with family in Novato, followed by a honeymoon cruise to the Mexican Riviera. And we got a picture!
Baby on the way...SOSer Tim McCleskey and his wife Sallee are expecting a baby boy. They've chosen the name "Leo", and he will join his 5 year-old sister Isabella and 2 year-old brother Hudson on (or about) March 9th. We wish Tim and his family all the best
ShareComp 2011...SOS is pleased to be sponsoring ShareComp 2011, the share-based compensation industry's virtual conference, to be held on February 23, 2011. Registration is open, and as a friend of SOS, you can do so for free by following this link and entering our sponsor code "SOS". Look for more news on this event in next month's issue of Xtra.
On the Move...Paz Dizon has joined Tesla Motors as their Stock Plan Administrator. Congratulations Paz!
Philanthropy...Laura Verri once again participated in the annual Avon Walk for Breast Cancer in New York City on October 15th and 16th, and personally raised $2,500 for this great cause. Overall, this event raised $9.4 Million. You can learn more about the event here.
New offerings...AST Equity Plan Solutions can offer ATO (Australian Taxation Office) reporting through its sister company, LINK Market Services, that complies with the new annual reporting requirements. The requirement that all companies with Australian equity plan participants report to the ATO is a big change and has been misinterpreted by many US issuers resulting in non-compliance. Contact John Hammond at firstname.lastname@example.org for more details.
CEP Symposium... Don't miss out - register today for the CEP Symposium on December 8. At just $150 for a full day, including 12 unique content sessions, this is the best deal in town! The CEPI expects to sell out this year, so don't delay, register today...SOS is also pleased to announce that Elizabeth Dodge will be a presenter at the aforementioned CEP Symposium. "Oops I Did It Again! Myriad Missteps and Misunderstandings in Financial Reporting" will cover common Topic 718 (nee FAS 123R)-related mistakes made by companies, with a panel that will also include Ellie Kehmeier of Creekview Consulting, and Liz Stoudt of Radford Valuation Services. View the full description and agenda here.
Headliners...After being named one of the Top 100 Women Financial Advisors by Barron's, Emily Van Hoorickx was featured in Registered Rep Magazine. The interview was great positive media exposure for Santa Clara University's CEP program as Emily attributed much of her team's success to getting the CEP designation early in her career.
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|Information provided in this newsletter is designed for educational and entertainment purposes only and is not provided as professional service or advice. Moreover, this newsletter should not be relied on as legal, accounting, auditing, or tax advice. Anyone reading this newsletter should not act upon this information without seeking professional counsel and/or input from their advisors. The preceding information does not necessarily represent the official views of Stock & Option Solutions, Inc. with respect to any of the issues addressed.|
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