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Anthony Nassar, Founder & Principal, Venture Momentum,
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In This Issue |
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Dear
Reader,
I hope this issue finds you well.
Will you help me write an article for a future issue of
this e-zine compiling the 3 greatest pains of Propel Your
Venture’s subscribers? If so, kindly send me an email with
your 3 biggest pains as an entrepreneur, investor or service
provider, and a brief explanation (a couple of sentences
each) of the reasoning behind your choices. I will report
back with an aggregate summary of responses without
disclosing anyone’s identity. I’d very much appreciate your
participation, as I’m sure our community of Propel Your
Venture readers will too. And the more responses I get, the
more meaningful the article will be.
On the educational front, last month was marked by “the
Art of the Start”, a one-day conference produced by Garage
Technology Ventures at the Computer History Museum in
Mountain View, CA on June 15. Guy Kawasaki and his team put
on a great event for entrepreneurs, with informative
presentations and panel discussions on important topics such
as creating an ecosystem, positioning and presenting,
raising capital and bootstrapping. For me, the conference
was not only a source of good information, but also an
opportunity to meet entrepreneurs involved in interesting
start-ups.
Please note that Propel Your Venture will be taking a
break in August. The next issue will be published on
September 8.
Did you miss a past issue? You can find archives of prior
interviews and articles at
http://www.venturemomentum.com/resource.html
Last but not least, I would like to welcome new
subscribers, and wish you a fun and relaxing summer.
Best regards,
Anthony Nassar
Founder & Principal
Venture Momentum, Inc.
415-897-0195
http://www.venturemomentum.com |
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William R. Zimmerer
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Will Accounting Changes Impact The Fate of Stock Option
Compensation? In today’s interview, William R. Zimmerer,
Director in the Human Resources Services practice of
PricewaterhouseCoopers LLC (PWC), gives an overview of
the proposed accounting treatment of stock options, and
discusses how entrepreneurs can abide by these new rules
while continuing to attract and retain the high talent that
is essential for the success of their start-ups. I met Bill
last April at a great PwC Expert Class he led on the subject
of Employee Equity Plans – Where are the Rules Heading and
How are Companies Preparing?
Anthony: Bill, can you summarize the changes
relating to the accounting treatment of employee stock
options as proposed by the Financial Accounting Standards
Board (FASB)?
Bill: Currently, accounting
for employee stock options is guided by Accounting
Principles Board Opinion No. 25, Accounting for Stock Issued
to Employees (APB 25) and FASB Statement No. 123,
Accounting for Stock-Based Compensation (FAS 123).
Under FAS 123, companies are encouraged to use a “fair value
based method of accounting” for employee stock options
resulting in an accounting charge based on the value of the
award, which is measured at the grant date using
six required inputs and recognized over the service
period (usually the vesting period). However, FAS 123 allows
the use of the “intrinsic value based method of accounting”
under APB 25, which does not generally result in an
accounting charge to the income statement, provided the FAS
123 proforma expense is disclosed in a Financial Statements
footnote. Until 2002, almost every company (public and
nonpublic) elected APB 25. Additionally, nonpublic entities
using the “fair value” method are allowed to exclude the
volatility factor (one of the six required inputs),
resulting in measurement at “minimum value”.
On March 31, 2004, the FASB issued an exposure draft (ED)
called Share-Based Payment. This ED would eliminate APB 25,
and would amend FAS 123 and FASB Statement No. 95, Statement
of Cash Flows (FAS 95), making the expensing of stock
options mandatory. If adopted in final form, the ED would
require public companies to report compensation expense
related to stock options and other forms of stock-based
compensation based on the “fair value” of the award at the
grant date, thus eliminating for them the option to use APB
25. The ED also contains extensive new measurement guidance,
including a preference that companies should use a lattice
or binomial approach to value stock options, rather than the
more commonly used Black-Scholes option pricing model. In
addition, the FASB proposes several other significant
changes to FAS 123, most notably in the following seven key
areas: 1) Treatment of forfeitures, 2) Attribution, 3)
Employee Stock Ownership Plans (ESOPs) and Employee Stock
Purchase Plans (ESPPs), 4) Income tax effects, 5)
Modifications to outstanding awards, 6) Non-public
companies, and 7) Transition Rules.
Anthony: When do you expect
the new rules to be approved? And when will companies start
implementing them?
Bill: Comments on the ED were
due to the FASB on June 30, 2004. The final statement is
scheduled for release in the fourth quarter of 2004. Public
companies will have to report compensation expense under the
new statement for equity awards granted in fiscal years
beginning after December 15, 2004. Additionally, the
FASB held public roundtables on June 24 in Palo Alto,
California and on June 29 in Norwalk, Connecticut to discuss
the Board's Share-Based Payment ED that was issued on March
31. The roundtables provided a forum for constituents to
express their views on the ED. It has yet to be determined
whether the feedback from these roundtables will cause
significant changes in the final standard.
Anthony: Are private
companies affected by these new rules the same way publicly
traded corporations are?
Bill: Yes, under the ED,
nonpublic companies would no longer be allowed to use APB 25
to measure the “charge” for stock options.
However, for nearly all nonpublic entities, the ED would
be effective for awards that are granted, modified or
settled in fiscal years beginning after December 15, 2005.
At this effective date, a nonpublic entity would make a (one
time) policy decision regarding whether to account for its
options and similar instruments based on (1) their “fair
value” at the date they are granted (the preferable method)
or (2) “their intrinsic” value at each reporting date
through the date they are exercised or otherwise settled (as
compared to the current practice of recording the “intrinsic
value” only one time at grant date under APB 25). Nonpublic
entities would apply the standard prospectively only and
would not recognize expenses related to the unvested portion
of awards granted before the date of adoption. Furthermore,
nonpublic companies would no longer be allowed to use the
“minimum value method” to measure the “fair value” of stock
options.
Anthony: Can you show us an
example illustrating the difference in the accounting
treatment of a stock option using the current method vs. the
proposed method?
Bill:
Income Statement Effect Example
Anthony: How will the new
rules affect the way start-ups compensate their employees?
Bill: Although it is too soon
to tell definitively how the ED will affect start-up
compensation, many start-ups are already reviewing the
proposed rules, the alternative designs surrounding the new
rules, and increasing their understanding and knowledge of
what the new accounting pronouncement means for their
company. For the most part, cash is still a scarce resource
in start-ups so the compensation vehicle of choice will
remain equity – and most likely, stock options.
Anthony: Are you already
seeing a decrease in typical stock option pool sizes, or in
the reliance on stock option based compensation in the
start-up world? And is there a difference between seed stage
companies and VC-backed start-ups?
Bill: There is no doubt that
stakeholders in seed stage companies and VC-backed start-ups
have a greater sensitivity to dilution. By rule, this is
causing downward pressure on the typical stock option pool
size. However, it is difficult to determine if there is
direct correlation between this downward pressure and the
new ED as stock option pool size has always been a
contentious issue with start-ups.
It is likely that other factors such as lower valuation
levels, the post bubble correction, and tougher seed stage /
VC-backed investor negotiations have led to decreasing
option pool sizes. It is important to note that VC-backed
companies seem to be pushing harder on decreased option pool
size than seed staged investors; however, both are more
prudent when negotiating the option pool.
Companies are addressing the potential decrease in pool
size through 1) participation levels, and/or 2) award sizes.
For example, if you were granting to 100% of your employee
population, a new strategy may be to only grant to the top
65% of the employees based on performance, thus
significantly decreasing the allocation of options needed.
Anthony: Are stock options
giving way to restricted stock grants?
Bill: As a general rule for
start-ups, no. Some more mature high-tech companies like
Microsoft have focused on restricted stock or restricted
stock units as a pure replacement for stock options. Others
like Hewlett Packard have incorporated performance-based
long term incentive cash programs. Most companies, however,
are looking to use restricted stock (and other forms of long
term incentive compensation) as a complement to stock
options, not as a means to eliminate stock options all
together. Non Qualified Stock Options (NQSOs) and Incentive
Stock Options (ISOs) are still the predominant form of
equity compensation for start-ups and high-tech companies.
Anthony: What other
incentive methods do you foresee start-ups using as a
supplement or replacement for traditional stock options?
Bill: As mentioned previously,
restricted stock provides a nice complement to stock
options, and if used appropriately can provide excellent
incentive power, not to mention greater retention ability.
Other new design ideas we are seeing are stock-settled
appreciation rights (SARs), performance-based granting
and/or performance-based vesting designs, restricted stock
units and other performance-based plans.
We have also discussed with clients the idea of marrying
employees’ perceived value of awards with the accounting
impact. This can be done through creating hybrid restricted
stock/stock option awards such as an “embedded value option”
(i.e., granting a stock option at less than fair market
value). Such award could be a way to ease into restricted
stock for companies that are initially apprehensive.
Anthony: In light of these
news changes, will CFOs and HR departments be interacting
differently in the future when budgeting and setting
incentive compensation?
Bill: As companies mature,
yes, we see much more interaction with HR and finance due to
the tremendous overlap between equity compensation and
expensing of stock options. We also see increased
interaction in determining performance metrics as well as in
the overall target setting process for incentive plans.
However, finance should not drive compensation decisions. HR
must still develop a compensation philosophy and follow it
to attract, retain and motivate high performers.
Anthony: Do you have any
words of wisdom for start-up entrepreneurs on how to
navigate these new rules and still be able to attract and
retain the best possible talent?
Bill: Keep updated and
informed. These rules should not dictate how you run your
business. But to the extent you understand the implications,
you may be able to move forward using more efficient
compensation programs that motivate employees and ultimately
offer a better financial reporting result as well. Lastly,
start-up entrepreneurs should understand these rules in
light of a potential exit strategy. Going public vs. a
strategic sale may weigh differently in how new stakeholders
view your company’s equity expense.
Bio
Bill Zimmerer is a Director in the Dallas office of
PricewaterhouseCoopers LLP’s Human Resource Services
practice. His experience has been primarily in the area of
executive compensation, where he has consulted with a vast
array of clients from “start-ups” to Fortune 1000 companies
in a wide variety of industries. His areas of expertise
include:
- Benchmarking and design of executive and director
compensation plans
- Transactional based program design (IPO’s, joint
ventures, mergers, acquisitions, spins, etc.)
- Annual incentive, long-term incentive and equity-based
program design and implementation
- Change-in-control (CIC) costing and design, including
280G excise tax calculations
- Valuation, financial modelling and linking performance
metrics for incentive plan purposes
Additionally, Bill manages extensive and numerous
projects related to the aforementioned areas of expertise.
These project management activities represent all sizes of
clients, both publicly and privately held.
Before joining PricewaterhouseCoopers, Bill worked as a
Compensation Consultant / Benefits Associate with Towers
Perrin for over four years where he consulted with all
levels of management. Prior to joining Towers Perrin, Bill
worked as a Benefits Analyst with Alexander Consulting Group
(now AON Corporation).
Bill received a Bachelor of Science degree in mathematics
with honors from The University of Texas at Austin.
Additionally, he has attained his Masters of Business
Administration from the Cox School of Business at Southern
Methodist University with a concentration in finance.
A Certified Compensation Professional and member of World
at Work (formerly ACA), Bill has earned his Executive
Compensation & Salary Administration Certificates under the
program.
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Do you
have a long list of corporate and financial tasks or
situations you view as pet peeves? As an entrepreneur, I bet
you must have at least half a dozen of these dreaded items
on your list.
Is it preparing a budget? Writing a business plan?
Developing a financial plan? Completing those hair-raising
multicurrency expense reports for international business
trips? Or is it that one tedious chore I generally see
entrepreneurs abhor – keeping time?
In this article, I’ll give you 11 reasons why it’s
important that you and your team keep track of time, using
what’s commonly called a timesheet. I hope that once you’ve
read the article, you’ll appreciate that the benefits from
successfully implementing this business practice outweigh
its costs and annoyances by a wide margin.
- Producing financial statements. You’re probably
used to seeing your income statement mostly in the
“management” reporting format. This is a format generated
by your accounting software according to your chart of
accounts. It provides a detailed breakdown of your
revenues and expenses, line item by line item, to help you
closely manage your financial operation. However, you’ll
undoubtedly need to prepare a more succinct GAAP version
for “external” reporting, which summarizes your results in
one revenue and 4 expense items: Cost of Revenues,
Research & Development, Selling & Marketing, and General &
Administrative.
This is the typical format used in financial
disclosures by publicly traded companies. The “external”
format is derived from the “management” format by
allocating each line item using certain allocation
variables. As the members of your team tend to wear a
variety of hats simultaneously (consulting, R&D,
marketing, etc.), you’ll want to break down their time by
activity in order to perform the allocation of certain
accounts, and generate the “external” income statement.
- Tracking Project Development Costs. When you
decide to undertake the development of a certain project,
it’s because you have performed a preliminary study that
has shown a desirable return on investment given the
expected costs, revenues, and resulting cash flows (at
least I hope you’ve done such a study). As you start the
development efforts, it’s important to quantify the actual
costs incurred in order to detect any deviations from your
preliminary study which would suggest a more or less
favorable profitability outcome. These costs will include,
to a large degree, your team’s time on the development
project in question.
- Measuring Costs for R&D Tax Credit. Some of
your research may qualify for R&D tax credit. It’s
important to collect cost data, including labor costs, for
such research projects to substantiate the dollar amounts
claimed as a credit on your company’s tax return. Due to
the technical and time sensitive nature of this point, I
urge you to consult with your tax advisor on the types of
research that qualify for R&D tax credit, and on methods
acceptable by the IRS to substantiate related costs.
- Billing Accurately. If you’re bootstrapping,
consulting services can be a welcome source of revenues.
You may be billing some of your consulting projects on a
time & material basis, which calls for an accurate tally
of your staff’s time in order to generate precise billing
for your clients.
- Recognizing Revenues. For some of your
consulting projects, you may be recognizing revenues
according to the percentage of completion method. This
method requires that you monitor the period costs of the
projects in order to derive the corresponding revenues.
And if you are in the software business, these period
costs will be comprised, to a large extent, of labor costs
incurred in connection with those projects. Because your
staff typically works on multiple projects, you’ll have to
isolate those hours that relate to each percentage of
completion project.
- Staying in Tune with the Team. In an early
stage start-up, you’re likely to know exactly who’s
working on what and when. However, as your venture grows
and your time away from the office increases, you’ll need
to have a mechanism that allows you to frequently monitor
whether the members of your team are spending their time
consistently with the overall objectives of the business.
A time tracking tool will allow you to identify any
deviation so you can take corrective action to refocus
your team’s efforts.
- Providing Reliable Input for Cost Accounting.
What is the cost of an advertising campaign, a trade show,
a beta release or performance reviews? You can create
project codes for these types of activities and collect
time and expense data to analyze their underlying costs.
- Tracking Time Off. You must keep precise
accounting of time off – vacation, personal time off, sick
leave, etc. This allows you to compute correct accruals
for the benefit of your staff and for financial reporting
purposes. It’s hard to imagine tracking such information
without regular input from a time tracking system.
- Triggering Pre-Burnout Warning Signs. Working
hard in a start-up is a way of life. But overdoing it
could lead to burnout, a highly undesirable outcome for
employees and the company alike. A time tracking report
could supplement your personal vigilance in providing
early warning signs of potential burnouts.
- Compensating non-exempt employees. If you have
non-exempt employees on staff - i.e. employees paid on an
hourly basis - you are required by law to monitor their
work hours in order to determine the overtime component
and compute their pay accordingly.
- Measuring Software Capitalization Costs. You
may elect to capitalize some of your software development
costs upon advice from your auditors. As a result, you
will need to capture these costs, which are primarily
labor related.
If you don’t like timesheets, chances are your team
doesn’t either. For this process to be successful, it’s
critical that management and your entire staff understand it
and appreciate its operational importance. You’ve got some
selling to do!
Once you implement a time tracking system, make sure you
collect the data relentlessly. Create a follow-up
mechanism to deal with the occasional and chronic laggards
until you collect every single timesheet. Perseverance is
key.
Finally, don’t let the data collect dust. Use it
for those items listed above that are applicable to your
venture. Share it with your team when appropriate. Allowing
your staff to see some of the data in action can help make
this process more palatable. |
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At
Venture Momentum, Inc., we work with start-up entrepreneurs
who wrestle with finance and accounting. We help them put
together the pieces of their financial puzzle by providing a
solid foundation from which to successfully raise capital,
manage growth and achieve liquidity. To learn more, give me
a call at 1.415.897.0195 or visit
http://www.venturemomentum.com |
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Disclaimer: The information in the e-zine (the
"Information") is current as of the date of the issue shown at the top
of the e-zine. The Information is intended solely to illustrate general
concepts and guidelines on various business subjects. It may not apply
to specific situations. The Information does not constitute accounting,
financial, tax, legal or other professional advice. You are urged to
consult with a qualified professional who can understand your specific
situation and advise you accordingly. No Information creates a warranty.
All Information and links to other websites are provided on an ‘as-is’
basis without any warranties, express or implied, including warranties
of merchantability or fitness for a particular purpose. In no event
shall Venture Momentum, Inc., its authors, publishers, contributors and
editors be liable for any indirect, incidental, special, consequential,
or punitive damages of any kind whatsoever arising out of your use of
this e-zine, the Information, and/or links to other websites regardless
of the cause of action.
Copyright ©2004 Venture Momentum, Inc. All rights
reserved.
All marks are the property of their respective owners.
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