Option payments are costs: Bush et al undermine capitalism as they aid PAC donors

More complete headline:
Accounting Reform: Stock option payments should be booked as costs: Bush, Gramm and Lott undermine capitalism as they aid self-serving elitist managers.

Recent accounting scandals reveal a very bright line between those politicians who serve the public trust and those who serve corporate managers cum PAC donors.

As it happens, Senator John McCain ® is one of the patriots. Last Thursday, he offered a proposal to force corporations to treat stock option compensation to managers as costs. A phalanx of lobbyists descended and a parliamentary maneuver swiftly scuttled the plan.

On Monday, Senator Carl Levin (D) will attempt to pass a watered-down version of the measure, for the 2nd time this year. His proposal mandates the FASB to revisit the issue within a year and hand down new rules. We should all wish him the best of luck. Levin has Daschle’s support, but is being stymied by the Republican leadership.

If you can’t argue, obfuscate
In the past, the Bush administration has quietly lobbied against such a change. Last Friday, Republicans reportedly blocked attempts to bring the Levin plan up for a vote. Levin maintains that Gramm is leading the effort to block his amendment. Gramm’s spokesperson disputed that, but also refused to comment on the substance of the Levin plan.

Trent Lott’s comment: “I’ve been attending to a lot of issues; I have not, you know, paid particular attention” to the option amendment. Hey Trent, it’s only the 2nd time this proposal has been floated this year. Don’t knock yourself out.

Now, gentle readers of the SDMB may wonder whether this issue is so cut and dry. Let me make some comments.

  1. Note that opposition to Levin’s proposal is almost always expressed off the record. This does not appear to be a case of so-called, “differing philosophies”.

  2. I’ll let Warren Buffet (Spr. 2001) handle the only public argument against this proposal that I’m aware of, “…one of the arguments is that it makes it very tough for start-up companies if they have to expense [their stock options]. Well, it makes it tough if they have to pay their electricity bill, too.” Buffet compares the definition of stock option payments as something other than costs to the Indiana’s legislature’s alleged attempt (in 1890) to define pi as exactly 3.0.

Many posters on this board have noted the superiority of the capitalist system when it comes to allocating scarce savings among various investment projects. This process depends critically on investors having clear and accurate information about the anticipated rates of return of various enterprises. Those who tamper with this linkage are enemies of capitalism.

Caveat: Members of both parties opposed the McCain plan. Just because Levin and Senate Majority Leader Tom Daschle are on the side of the angels does not imply that all Democrats are.

Those who wish to debate other aspects of accounting reform are directed here. Those who agree with George Bush that the problem is centered around a few bad apples are directed here.

Information in this post gathered from here. (NYT: reg req)

Hmmm, are you aware the article to which you linked has nothing to say about one of the key villains, Bush, in your “headline?” And what about Trent Lott; all he’s said is, “I don’t know.” And while that may be reprehensible, it’s hardly enough evidence to place him in the camp opposing the “angels.” (Which, by the way, is a pretty loaded term, but maybe that just proves the Republican’s pet theory of a slanted media.) Sloppy reporting there, Cubby. Perhaps you’d like to elucidate for your poor editor before he runs this story. I think he’d, at minimum, like to know who maintains membership in the " Bush, et al" cabal.

Wouldn’t treating stock options as costs be to the benefit of the start-up companies? I mean, if it was considered a “cost” that they could deduct from their corporate income taxes?

Or is the issue here that having more “costs” on paper makes their profits look worse to potential investors?

(And aren’t Incentive Stock Options already treated as corporate costs when they are exercised?)

Well, start-up companies generally don’t make money, anyway. And you answered your own question. It looks better to investors to hide expenses and show off profits.

As to whether stock options are treated as expenses when they are exercised, I don’t think so, but I am not sure. If not, they should be. I mean really, you are transferring equity from the owners of the company (stockholders, via dilution of equity) to employees. I’ve never understood how this is any different than any other expense.

Well, start-up companies generally don’t make money, anyway. And you answered your own question. It looks better to investors to hide expenses and show off profits.

As to whether stock options are treated as expenses when they are exercised, I don’t think so, but I am not sure. If not, they should be. I mean really, you are transferring equity from the owners of the company (stockholders, via dilution of equity) to employees. I’ve never understood how this is any different than any other expense.

Couple of excellent points here that deserve some expansion.

First, keep in mind that GAAP accounting is often different from tax accounting. So while options create tax deductions for companies[sup]1[/sup], they often do not currently require expense treatment under GAAP. This is not unusual or shady – the deduction schedule for capital equipment is often different under GAAP and tax accounting for example. The net liability or asset to the company of these tax differences is reflected on the balance sheet of the company and flows through the income statement on an as-realized basis. The cash flow statement is where the “catch up” occurs.

The main reason many people oppose expensing options is, of course, because it reduces net income and makes a company look less profitable. However, there is another reason – the options are an “expense,” but they are an expense to the company’s shareholders and no one else (through dilution, as zuma notes. In fact, exercising an option actually brings money into the company on a net basis. So to a non-shareholder looking at a company (a bank lender, say), expensing the options needlessly mucks up the numbers and makes it necessary to pull out the non-cash expenses to get a true picture of a company’s ability to generate cash to pay a loan.

The flip side of that, of course, is that eventually shareholders will tire of being diluted to death and that the most common cure is for the company to buy back stock on the open market. This usuallly more than undoes the benefit of incoming cash the company received when the options were exercised. Under current GAAP, these buybacks also do not flow through the earnings statement (they are, however, reflected on the balance sheet and in the cash flow statement.

This stuff is seriously complicated. New companies generally do not buy back stock, and the options exercises generate net cash to the company. Older companies sometimes buy back huge multiples of the stock they issue under options (often for reasons unrelated to the options-granting).

Simply to state that one side of this argument is “right” and the other is somehow misleading or kow-towing to managements is, at best, simplistic.

Oops. Forgot my footnote.

To those concerned with treasury receipts, on a net basis the treasury receives more money from options, because the marginal tax rate of most individuals receiving the gain from options is higher than the maximum corporate rate. The same is true, of course, of cash compensation – the government receives more net money if a company pays someone $1 MM than if they paid the same person $750 M and booked the $250 M as additional profit.

Permit me to address these points in reverse order.

  1. “Bush et al” was a condensation of “Bush, Gramm and Lott” (and implicitly, lots of other Republicans). I would have said the former, except I had to condense the headline because it wouldn’t fit. I put the complete headline on the top of my frickin post, dude.

  2. Sloppy reporting: a little (see #6).

  3. Side of the angels: That’s my phrase, not the media’s.

  4. This issue has been kicked around all year, as I’ve said in my post. Trent Lott is the majority leader. I’m asserting that he and Lott were ducking the issue: they prefer parliamentary maneuvers over engaging with the public.

  5. Side of the angels: I advocated this plan in another thread, and received no opposition. Here, I give it a partisan twist and suddenly defenders of this form of accounting shenanigans appear like magic.

  6. Bush. True: I came across this information in another article. I don’t think that this is controversial though.

manhattan: In fact, exercising an option actually brings money into the company on a net basis.

:confused: Please explain. (Is there a web site on any of this?)

Manhattan: Simply to state that one side of this argument is “right” and the other is somehow misleading or kow-towing to management is, at best, simplistic.

Let me get this straight. The Levin proposal called for turning this over to the FASB, or the Financial Accounting Standards Board, for their review. (The FASB is a private organization with 7 board members who are accountants, as well as a large staff. They have been essentially deputized by the SEC to define what constitutes GAAP (Generally Accepted Accounting Principles).

During the 1990s the FASB, in the course of doing its jobs, decided to consider whether stock option compensation to executives was a cost. Now to Warren Buffet and Charlie Munger of Berkshire Hathaway, this is a no-brainer. Of course compensation is a cost.

Various lobbyists, many from Silicon Valley, implored the FASB to let them keep their treatsies. When that didn’t work, they encouraged Congress to apply a little (ok, a lot of) pressure.

Now, Manhattan, it sounds like you are objecting to the idea of handing this problem over to the accounting professionals. Perhaps you believe that Congressmen have a better mastery of this issue. Please explain how the Levin proposal, which basically signals a professional body that Congress will call off its dogs as it were, is conceivably a bad idea.

But enough tit for tat. I hope to add some further points in the next post.
Another article: http://www.reuters.com/news_article.jhtml;jsessionid=VK0AH4TSTZXMWCRBAE0CFFA?type=politicsnews&StoryID=1203923

D’oh! I mean, “I’m asserting that he (Lott) and Gramm were ducking this issue (publically, at least).”

News update.

On Monday, “Gramm used a procedural maneuver earlier on Monday to block consideration of what some argue is a key post-Enron reform, involving the accounting treatment of stock options.”

"Gramm objected to a vote on a proposal by Sen. Carl Levin, a Michigan Democrat, who called for the Financial Accounting Standards Board to review the options issue within a year and adopt an “appropriate” accounting principle. "

(Reuters: Senate Cracks Down on Corporate Crooks by Susan Cornwell Senate Cracks Down on Corporate Crooks,Mon Jul 15, 9:15 PM ET)

They wouldn’t even allow it to go to a vote.

Lieberman, interestingly, mobilized the Senate to block a proposed rule by regulators to require stock companies to list options as a business expense in 1993. Unlike other politicians, however, he will at least try to justify his behavior:

(NYT, Sunday, 7/15/02, "Lieberman’s Pro-Business Views May Haunt Him by David Rosenbaum. p.20)

  1. Sen Lieb: “A lot of average people are getting stock options.”

My response: A lot of average people get salary, but it’s still a cost. (And the stats show that 70% of all options are given to managers, and 50% are given to senior executives.)

  1. Sen Lieb: It is “intellectually irrational to put a value on stock options when no one knows what they are worth until the stock is sold.”

Actually, that argument does ring a bell with me, notwithstanding a claim I made in the OP (sorry). I have 2 responses:

a) Let the FASB or SEC deal with it; (I’d prefer the latter, actually.)

b) Manhattan, or anybody else, what’s the deal?

Hes right. An option can be worth $x or it can be worth $0 depending on the stock price when they are exercised. Since the income statement is a running talley of revenues and expenses incurred over a period of time, it does not make sense to capture those outstanding options until they are exercised.

Outstanding options, warrent, etc should be captured in the balance sheet which is a snapshot of the company’s worth at a given point in time.

Wait a second. Doesn’t this answer assume that a company will provide the necessary stock upon exercise of a stock option solely by the issuance of more stock?
Normally, Manny, I’d defer to you on issues involving the markets, but I’ve read too many news articles in which X or Y Corporation announced a buy-back of already circulating stock in order to have it on hand to satisfy exercised stock options. That isn’t dilution - the same amount of stock has been issued.
If a company is going out to the markets to pay good money to buy stock, which they then sell at a discount to holders of stock options, isn’t that a straightfoward cost? And can’t a decent estimate of that cost be made at the time the option is issued, so that the stock option can be priced and considered a cost at the time of issuance?

Sua

It appears that Greenspan himself believes that options should be valued:

http://www.federalreserve.gov/boarddocs/speeches/2002/20020503/default.htm

It certainly happens, though the only companys I know to regularly admit that the primary reason for its buybacks is to have stock lying around are the Microsofts and Oracles of the world – most just do both, and let analysts do the math.

This ties into my next paragraph about the buybacks costing (non-expensed) money because shareholders tire of the dilution. I used the post-exercise scenario for simplicity, but you’re correct that it doesn’t much matter in the long run whether a buyback occurs before or after exercise (or even the granting in the first place), and you’re correct in your unsaid leap, which is that eventually companies must buy back stock eventually if they have a big options program, lest all existing stockholders get diluted to nothing.

As to whether an estimate can be made, see my next post on option valuation (which post may or may not come today, depending on whether I get a return call on an actual work matter in the next hour or so and, of course, whether the board craps out like it just now did).

*In fact, exercising an option actually brings money into the company on a net basis. *

I understand now (I hope). Companies issue stock (or re-issue treasury stock) when the employee exercises his option to buy the stock at a (usually low) strike price. The company receives cash from the employee. The company’s assets increase due to the infusion of cash; its equity increases correspondingly.

I look forward to your next post, Manny, as well as further discussion. Thanks for the Greenspan link, MSmith. Permit me to quote a relevant passage:

For beginners, How Stuff Works has a nice primer on employee stock options here.

Flowbark, where’d you get that Buffet quote? From what I’ve read in the last few weeks, Buffet is a proponent of expensing options. Coke announced earlier this week that they will start treating stock options as a normal business expense. Buffet, Cokes largest shareholder, was reportedly behind the move.

Dirty money is dressed as “venture capital” and exchanged for stock options in publically trading companies, ie; trading BONANZAS. Money is laundered like this and Western Capital Markets are infused with between $3-$5 billion of dirty money, the proceeds from criminal activities like narcotrafficking and stock fraud. Most often the publically trading vehicles are blank-check fronts, unregulated securities, that trade in the pink sheets or OTC markets. Often these companies don’t report to the SEC and , even if they do, it is still impossible to trace the source of the dirty money.
Say, for example, Joe Blow has 30% of the Class B Prefered Insider Shares in ABC, inc… We look at the SEC filings for ABC inc and we see that a Bermuda based company called Terrorists Inc owns the other 70% of the Class B Prefered that are convertible into 100 Gazillion shares. We check the address for Terrorists Inc in the SEC filings and find they are offshore, in Bermuda, but we read in Offshore Newsletters that ABC, inc was infused with 15 million of "venture capital" from Hezbollah VC partners in Lebanon in exchange for ALL of the Class A prefered in ABC, inc, convertible to 444 gazillion shares. These newsletters are coming from promoters in Canada where trading in these unregulated securities has lax-er regs. ABC, inc is being touted by a boiler room run by the promoter, who is an EX-broker. The stock price is manipulated via the boiler room & newsletters and Hezbollah VC partners, that got shares valued at .10/share, now have 100X the shares, after the conversion, with each shares have a value of $4/share. All the dirty money that was invested into ABC, inc as “venture capital” has been washed, the boiler rooms and newsletters get their kick-backs for manipulating the share price up to $4 - and Hezbollah VC partners dumps its shares into the market! BUT WAIT! The newsletters & boiler room were claiming that ABC, inc had a new drug that would make your weiner harder that differential equations…so what gives? Why has the stock price dropped from $4/share to $2/share overnight? You see, ABC is a non-reporting pink sheet issue, no one knows about the insider shares being dumped…well, ALMOST no one! Suddenly news is leaked to the press that ABC inc is a SCAM! There may be ties to terrorists even! Who is leaking this bad news? Could it be anyone associated with shorting ABC, inc from offshore accounts where shorting Pink Sheet issues is ALLOWED? You can’t do that legally in the US. You can in Canada though. US & Canadian Intelligence claims that cells of Hezbollah & Al Qaeda are financing Bun Laden’s Jihad with the proceeds of criminal activities, like stock fraud.
Jere Nash claims the DNC was financed by laundering money by the Teamsters. Its not a partisan thing, its a corporate thing. Its the way it is. Bush can’t “follow the money” w/o leading us directly to Ollie North & the CBII, Nugan Hand, Deak Bank, Teamsters, mob, terrorists and corporate America. Burma supplied the world with 60% of its opium BEFORE the US awarded the Taliban for destroying Afghan opium fields. That sent the remaining 40% of the opium buying to CIA controlled Burma as well. This doesn’t make the terrorists happy. 911 shows us that. Bush is fighting a war alright. Its the same war Kennedy fought against Barry Seals, David Ferrie and Lee Harvey Oswald. No Free Markets = BLACK MARKETS, ie Organized Crime. Cuba was Little Vegas, not no more. Just call Alvin Malnik’s kid “Shareef” and look at the Royal Saud Family’s Investment portfolio & the portfolio manager. It will always be like this. Thats just the way it is.

Um, OK. Sly username, anyway.

I apologize for the Phaedrosity of my last post – board meetings make me wonky. Now where were we?

Flowbark you got it in one on how options exercise generates net cash for companies which do not settle them in cash for their employees (some do, which I forgot to mention). Nicely done – it’s a credit to you that you went out and looked up the facts.

As to the politics question – think about it for a second. Sure, the proposal on the table is to instruct the FASB to “think about it and take appropriate action.” But come on – Congress is proposing to drop a pretty big hint here, and the FASB knows what the “right” answer is to Congress.

OK, option valuation. Apart from (and a part of, I suppose) should options be expensed is how to do it. Normally, options are granted at or above the current price of the stock, so on the granting date there is no “intrinsic” value – the grantee can’t make any money by exercising them. But of course that doesn’t mean that they are without value. Four main ways to value options off the top of my head.

Assume a return and do the math. You see this in proxy statements. They have a chart which shows the future value of an options grant if the stock appreciates by 0%, 5% and 10% per year. It would be easy for the FASB simply to pick a number (say, the long-term return of the S&P 500 or an industry subset of the index), have companies discount the returns by a constant rate (say, the 3-month bill at the beginning of the grant year) and, as Emeril says, BANG. You’ve got a valuation.

Benefits: Comparable valuation metrics across companies, easy to understand in the first year.

Problems: There is something close to a zero chance that the stock will appreciate exactly as much as whatever number is chosen, making the day-one valuation wrong. If you revalue all outstanding options each year, it becomes a very tedious task, and all the moving parts of the various revaluations would kill the probative value of having the number flow through the earnings in the first place. Imagine a company having a credit to earnings because their stock fell 90% last year and all of last year’s options are now worth a lot less!

Pretend it’s an open-market option. The SEC likes this method a lot. Basically, you apply a Black-Scholes valuation to the option. Black-Scholes is an option-valuation methodology developed in the ‘70s which takes into account a stock’s price, volatility, time remaining on an option, the option premium and about a bajillion other things (dividends, the risk-free rate, etc.) into account. It was essentially a license to coin money in the options market until computing power caught up with math power, because it was such a good predictor – options always seemed to return to the Black-Scholes price if they deviated from it in the first place.

Benefits: It at least tries to approximate the value of the option out there in the marketplace.

Problems: One of the biggest assumptions of Black-Scholes is that the option is salable. Executive options, of course, are not. There are various tweaks to the formula that different compensation consultants use, but there’s no consensus – which means you could shop consultants to get the results you want. I suppose the FASB could mandate a method, but I’m not sure you solve much by doing that. Also, the valuation would not be useful for comparisons between companies, because the input varies so much from firm to firm. And of course there is the whole re-valuation problem above. Not to mention that it takes a PhD to understand it.

Use the cost of buying back the stock. This ties into the dilution we discussed. If a company issues options for 2 MM shares and has a 2 MM share buy-back program, it makes intuitive sense that the “cost” to the company is at least what it cost to get those shares into the treasury less the proceeds received from exercise.

Benefits: Easy to understand, actually matches up with the cash used by the company, which at the end of the day is the Holy Grail for cash-flow guys like me.

Problems: Most companies issue options for years before they buy back any shares – indeed, most of the companies in which I invest have strict limits set by their creditors on the amount of stock they can buy back. And of course, even for those companies which do buy back stock, there will be a timing mismatch from granting to buyback, which mismatch will often slop over the fiscal year-ends.

Value the options at exercise, not granting. Sounds simple and sensible, right? A company only really knows what an option is worth when it gets exercised – whatever the executive makes is, essentially, the opportunity cost lost to the company by selling shares at the exercise price instead of the current stock price. This is the deduction the company gets for tax purposes.

Benefits: Easy to understand, matches cash flow, at least in terms of lost opportunity.

Problems: Delays expensing of the option until years after it is granted, removing most probative value of doing it in the first place. Also, it takes the company’s earnings out of it’s own hands – indeed, the better a company does, the higher its stock will go, increasing the likelihood of taking a big loss related to exercises which might drive down the stock price, etc.
To sum up: This stuff ain’t simple, and the opportunities for unintended consequences are very high (indeed, it was Congress’ last “fix” of executive salaries that got us in this place to begin with). Congress, frankly, is too stupid and too short-sighted to have anything meaningful to say on the issue.

Should options be expensed? I dunno. Frankly, my job is easier if they’re not – I’m a creditor and my goals are simplicity of financial statements, close tracking of GAAP earnings to actual cash flow, and as few assumptions about the future as are necessary to get the job done. So I don’t like it. But apparently, too many investors weren’t reading the proxies or the footnotes to the financial statements (where all this stuff gets disclosed, right now as we speak). I happen to think that folks who don’t read that stuff deserve to lose money, but that’s just me. My solution would be simply to tell stock investors to use the “fully diluted” per-share figures, also published currently, and to get over their bad selves.

Flowbark misread Buffet’s quote. If you parse the quote, Buffet was speaking in favor of expensing options. He was saying that start-ups do have to pay their electricity bill and do have to account for it as a cost - even though it will harm their financial statement and make them look less worthy to investors. Similarly, stock options do affect a start-up’s bottom line, so they should treat it as a cost.

Manny thanks for the explanation. I still disagree with you, but I definitely see your point.

Sua

Well, as you know I respect you a lot. Can you think of a way to expense them that fits the cookie-cutter 10-K’s and DEF144’s and still allows me to track cash flow? I’d honestly like to see it.

The only way that occurs to me immediately is to have a single line item followed by an “adjustment table” in the footnotes like the P&C insurance companies use for their long-tail liability estimates. That would certainly solve all the problems I have with expensing options, but I’m not sure how useful it would be to the kitchen-table crowd, and I fear that it could be used as (another) place to manipulate book earnings.

Wow, I guess I really was unclear.

  1. Buffet and Munger are firm supporters of expensing stock options.

  2. Certain arguments made by the opposition are crazy, in the opinion of Buffet and Munger. See Sua’s parsing.

  3. In fact Buffet implies the following:

A political proclamation that stock option payments are not costs

is equivalent to

a political proclamation that pi is not equal to 3.14159, etc. etc.

i.e. it’s a denial of reality.

In addition to Coca Cola, The Washington Post group have also changed their stock option reporting. Berkshire Hathaway has a large stake in the latter company as well. How about that.

Previously, after the FASB adopted a measure that recommended though did not require the expensing of stock options, only 2 companies in the S&P 500 adopted the more transparent standard. Those 2 companies were Winn Dixie and Boeing. http://www.reuters.com/news_article.jhtml;jsessionid=VK0AH4TSTZXMWCRBAE0CFFA?type=politicsnews&StoryID=1203923

Kudos to the executives of Berkshire Hathaway, Coca Cola, Washington Post, Winn Dixie and Boeing.