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Anthony Nassar, Founder & Principal, Venture Momentum, Inc.
 
  In This Issue
Note from Anthony
Featured Interview – The Fate of Stock Option Compensation
Featured Article– Time is Money
About Venture Momentum
  
July 7, 2004

Vol.1, Issue 6

Published on the second Wednesday of every month

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  Note from Anthony

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

 
  Featured Interview – The Fate of Stock Option Compensation
 

William R. Zimmerer

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.  

 
  Featured Article– Time is Money

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.

  1. 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.
     

  2. 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.
     
  3. 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.
     
  4. 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.
     
  5. 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.
     
  6. 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.
     
  7. 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.
     
  8. 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.
     
  9. 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.
     
  10. 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.
     
  11. 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.  

 
  About Venture Momentum

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


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.
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