Expert Access Seminar Series: Stock Based Compensation. February 8, 2012

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1 Expert Access Seminar Series: Stock Based Compensation February 8, 2012

2 Accounting for Stock Based Compensation PwC

3 Stock Based Compensation Emerging technology companies are usually looking for sources of cash to fund their operations Companies need to find innovative ways to attract key employees Stock options and equity instruments issued to employees can have a significant impact on financial results in the current year and the future Page 3

4 Stock Based Compensation Effective January 1, 2011, current Canadian GAAP was replaced by either: -IFRS International Financial Reporting Standards -ASPE Accounting Standards for Private Enterprises Page 4

5 Stock Based Compensation Stock Options What is a Stock Option? Does a Stock Option have value? How is a Stock Option valued? How are stock options accounted for? Page 5

6 Stock Based Compensation Accounting Basic Accounting Accounting over Vesting Period Dr. Stock based Compensation Expense Cr. Contributed Surplus Accounting at time of Exercise Dr. Cash Dr. Contributed Surplus Cr. Common Stock Page 6

7 Stock Based Compensation - Valuation Determining fair value 2 elements intrinsic value = spread time value: term of option; volatility Page 7

8 Stock Based Compensation Techniques for Valuation Option Pricing Models - Black-Scholes or Binomial Method Minimum Value Method [NO LONGER ALLOWED] OR Professional Valuation Firm Page 8

9 Stock Based Compensation Black-Scholes Model Determines value of option Private and public companies Developed for public companies adapted to private Most common in practice Page 9

10 Stock Based Compensation Black-Scholes Model N = the cumulative normal distribution function S = current stock trading price K = exercise price T = years in the future r = interest rate σ = volatility Page 10

11 Stock Based Compensation Required inputs Exercise price Current market price of shares Risk-free interest rate Expected dividend yield Volatility Expected term of option Page 11

12 Option Fair Value Measurement Black Scholes Model Sensitivity of the Option Value to Assumptions Option Pricing Assumptions Impact on Option Value of Increase in Assumption Significant Very Significant Most Significant Stock Price at Grant Date Increase Exercise Price Decrease Expected Option Term Increase Expected Volatility Increase Expected Dividends Decrease Risk-Free Interest Rate Increase Page 12

13 Stock Based Compensation Black-Scholes Examples What would be the estimated Black-Scholes value? Exercise price: $5 Market price: $5 Expected life: 5 years Volatility: 100% Dividend yield: 0 Risk free rate: 5% Page 13

14 Stock Based Compensation Black-Scholes Examples What would be the estimated Black-Scholes value? Exercise price: $6 Market price: $5 Expected life: 5 years Volatility: 100% Dividend yield: 0 Risk free rate: 5% Page 14

15 Stock Based Compensation Black-Scholes Examples What would be the estimated Black-Scholes value? Exercise price: $4 Market price: $5 Expected life: 5 years Volatility: 100% Dividend yield: 0 Risk free rate: 5% Page 15

16 Stock Based Compensation Black-Scholes Examples What would be the estimated Black-Scholes value? Exercise price: $5 Market price: $5 Expected life: 1 year Volatility: 100% Dividend yield: 0 Risk free rate: 5% Page 16

17 Stock Based Compensation Black-Scholes Examples What would be the estimated Black-Scholes value? Exercise price: $5 Market price: $5 Expected life: 1 year Volatility: 0% Dividend yield: 0 Risk free rate: 5% Page 17

18 Stock Based Compensation Volatility Measure of the uncertainty about the rate of return on a stock Provides much of the value of options Sources - Historical data - Comparable company shares - Other factors Page 18

19 Option Fair Value Measurement Volatility Comparison High Volatility RIM many peaks and valleys trends up and down numerous times 5 year volatility of 100% through 2004 Low Volatility BMO more steady upward trend peaks and valleys are less extreme 5 year volatility of 20% Page 19

20 Stock Based Compensation Volatility Examples Enghouse 35% Descartes 37% Open Text 39% Gennum 49% NexJ 50% Absolute Software 60% RIM 65% Angoss 65% Tucows 72% 20/20 Technologies 75% Nightingale 81% Page 20

21 Stock Based Compensation Estimated life of the Option The longer the estimated life of the option, the greater the value Must at least include the vesting period and cannot exceed the expiration date Historical experience is key factor in making estimate Expected Life of the Stock Option may not be determinable if there is no history for employees exercising their stock options; generally will default to the contractual term of the option Page 21

22 Stock Based Compensation - Recognition Example: ABC issues 100 options to buy shares at an exercise price of $2 The options vest evenly over 4 years Estimated market value of ABC s common shares is $2 Risk Free Interest Rate is 5% Volatility = 50% Estimated lives of the options is 5 years The fair value of these options under Black-Scholes is $1 Page 22

23 Stock Based Compensation - Recognition Example (cont.): Total value of 100 options = $100 (100 X $1) $100 expense to be recognized over 4 year vesting period Page 23

24 Stock Based Compensation - Recognition Example (cont.): Total value of 100 options = $100 (100 X $1) $100 expense to be recognized over 4 year vesting period Straight-Line Method [THE OLD WAY STILL ALLOWED UNDER ASPE] Expense Total Page 24

25 Stock Based Compensation - Recognition Example (cont.): Total value of 100 options = $100 (100 X $1) $100 expense to be recognized over 4 year vesting period Graded vesting method [THE NEW WAY]: Expense Total Page 25

26 Stock Based Compensation More Complex Areas Forfeitures Modifications Page 26

27 Stock Based Compensation Forfeitures Total compensation cost should be based on the number of instruments that eventually vest. No compensation cost should be recognized for awards that employees forfeit because they fail to satisfy a service requirement such as vesting Page 27

28 Stock Based Compensation Forfeitures (cont.) Can choose at the grant date to: 1) Base accruals of compensation cost on the best available estimate of the number of options that are expected to vest and to revise that estimate, if necessary 2) Accrue compensation cost as if all instruments granted will vest. The effect of actual forfeitures would then be recognized as they occur. Page 28

29 Stock Based Compensation Forfeitures (cont.) Previously recognized compensation cost is not reversed if a vested employee stock option expires unexercised. Page 29

30 Stock Based Compensation Modifications Modifications are treated as an exchange of the original award for a new award The incremental value is an additional cost Page 30

31 Stock Based Compensation Modifications (cont.) Additional cost is calculated as: - The fair value of the modified option, less - The fair value of the old option immediately before modification based on the shorter of its remaining expected life, or the expected life of the modified option Page 31

32 Top 5 Stock Based Compensation Issues 1. Valuation of common shares for private Companies 2. Sufficient support for Volatility 3. Analysis of modification of terms for awards 4. Graded vs. straight-line 5. Accounting for forfeitures Page 32

33 Tax Implications of Share-Based Payments PwC

34 Stock Based Compensation Governance Questions How much is enough or too much? Measurement problems. You can drown in a lake with an average depth of only 6 inches. Calvin H. Johnson, Stock and Stock Option Compensation: A Bad Idea, Canadian Tax Journal (2003), Vol. 51, No. 3, p.1268 Problems with options: Suicidal risk swing for the fences with no downside risk at all High discount rate stock is the most expensive way to pay future cash; premium return, with high cost to issuing employer Employees undervalue options no diversification; no control over volatility May take earnings impact for no value at all if options end up underwater Page 34

35 Equity Compensation The Deal Nature of the Promise: Option Share Unit Restricted Share Manner of Settlement: Cash only Purchased shares (on the market, from third party) Issued Shares Tandem: Employee Choice Only OR Employer Choice Only Tandem: Company Can Refuse Cash Vesting Period Page 35

36 Tax Rules Equity-Based Compensation Section 7 Plans Agreements to issue shares ITA 7 ACB, Averaging and Ordering Rules ITA 7(1.3), (1.31), 53(1)(j), 47(1), (3) Deemed dividend ITA 84.3 Deductions ITA 110(1), (1.5), (1.7), (1.8), (2.1) Prescribed share rules - Regulation 6204 Non-Section 7 Plans Cash-based plans ITA 6(1)(a) Employee Benefit Plans ITA 6(1)(g), 32.1, 107.1, 248(1) EBP SDA Rules & Bonus Exemption ITA 6(1)(i), 6(11)-(14), 8(1)(o), 8(12), 248(1) SDA, para. (k) DSUs Regulation 6801(d) Page 36

37 Taxation Employee - Options Income inclusion when option exercised and shares acquired [ITA 7(1)(a)] FMV of shares at date of exercise Minus - Option price Minus - Amount paid to acquire rights (typically zero) Equals = Stock option benefit Deferral of income inclusion until time of sale: - Options granted by a CCPC [ITA 7(1.1)] - No longer any public company deferral after 2010 Federal Budget (but note special deduction for underwater shares in new section ) Page 37

38 Taxation Employee Options Tax Advantage If at arm s length, options receive preferential employee tax treatment - Must be a section 7 plan agreement to issue shares - FMV Strike Price Test: 50% deduction if strike price is no less than FMV at time of grant and prescribed share rules met [ITA 110(1)(d)] - CCPC Options: no strike price test if held for two years; possible capital gains exemption [ITA 110(1)(d.1)] - Charitable Donation: 100% deduction if security donated within 30 days of acquisition [110(1)(d.01) or if broker directed to immediately sell and pay proceeds to charity [110(2.1)] Page 38

39 Taxation Employee Options Prescribed Share Rules Rules In order to qualify for 50% option deduction under 110(1)(d), underlying shares must be prescribed shares (Reg. 6204) Generally intended to ensure that the shares do not have preferential dividend, liquidation or redemption rights Public common shares usually meet rules, but private company shares or provisions of shareholders agreements can often run afoul (but are usually relatively easy to fix) Test for prescribed share status is the time the shares are or would be issued so problems can usually be fixed even after options are issued Page 39

40 Taxation Employee Options Withholding Withholding on stock benefits now required in all cases [ss.153(1.01)] except: 50% deduction [para. 110(1)(d)] CCPC stock benefit under ss.7(1.1) Charitable deduction under ss.110(1)(d.01) Treated as a bonus under Reg. 103(2) Under previous administrative position, hardship caused by non-cash payment (stock) could be a ground to reduce withholding now ss.153(1.31) prohibits non-cash nature of the benefit under s. 7 from being considered as a ground for reduced withholding under ss.153(1.1) Page 40

41 Taxation Employee Share Grants Outright share grants are taxable based on FMV [ITA 7(1)(a)] - Determination of FMV for private company - If CCPC and held for two years, 50% deduction available Cash-based payments subject to SDA exclusions If shares are held in trust, then look-through rule provides that shares deemed to be acquired or disposed of when trust acquires or disposes [ITA 7(2)] - Watch for participation in foreign stock plans that might use a trust (UK for example) (also possible Non-Resident Trust Issues) - Deduction is also available if shares are forfeited [ITA 8(12)] Page 41

42 Taxation Employee Capital Gains Capital Gain Gain is measured as proceeds of disposition less adjusted cost base (ACB) [ITA 40(1)(a)] Loss is measured as ACB less proceeds of disposition [ITA 40(1)(b)] Cost is increased by any amount that was required to be included in income (other than amounts in satisfaction of capital interests in a trust or under section 7) [ITA 52(1)] Benefit deemed to have been received under section 7 is added to the cost [ITA 53(1)(j)] Upon distribution from EBP trust, cost is greater of FMV and ACB of interest in the trust [ITA 107.1] Page 42

43 Taxation Employee Capital Gains Averaging and Ordering Rules Generally required to average the cost bases of identical shares, except where the shares have been subject to a CCPC deferral [ITA 7(1.1)] or have been specifically identified [ITA 7(1.31)] [ITA 47(1), (3)] Page 43

44 Taxation Employee Capital Gains Considered to dispose of stock option shares for which a deferral has been provided only after having disposed of all other identical shares, and then to dispose of deferral shares [deferred on a first-in first-out (FIFO) basis ([ITA 7(1.3)] Can specifically identify a share sold within 30 days of acquisition, provided no other shares are acquired or sold during the period and the shares are identified in taxpayer s return [ITA (1.31)] Page 44

45 Taxation Employer Employer Consequences: If an agreement exists to issue shares and shares are issued, employer is denied a deduction Three possibilities for deductibility: Open-Market Purchase Tandem Plan Pay Cash BUT Accounting implications lose fixed cost must expense on a mark-to-market basis Page 45

46 Taxation Employer Tandem Plan If employee has choice of cash or share settlement, then any cash paid is deductible OR employee gets 50% deduction - This changed significantly with 2010 Federal Budget - If employer does not elect on T4, cash paid is deductible to employer, but no employee 50% deduction - If employer elects to not take a deduction, employee eligible for 50% deduction in respect of cash received Page 46

47 Taxation Employer Open-Market Purchase Based on ATR-17: phantom shares settled by company providing money to broker, who purchases shares on the market on behalf of employee - Company not agreeing to issue or sell its own shares - arrangement cannot effectively result in an issuance of treasury shares Frequently purchased through contributions to an employee benefit plan trust If structured properly, deduction available for cash expended Page 47

48 Private Company Issues Valuation Qualified Small Business Corporation Shares Capital gain on sale may qualify for $750,000 Redemption of Shares Cash flow issue for the company Terms of redemption may affect 50% deduction (loss of prescribed share status) Potential deemed dividend and capital loss unless planning undertaken Allowable Business Investment Losses Where SBC shares are disposed of at a loss, 50% may be applied against other income (not just capital gains) Page 48

49 Conclusion Taxation of equity and equity-based compensation can be complex Achieving efficiency and creating compensation that is fair to all stakeholders is obviously about more than tax and accounting must also consider HR and governance concerns Page 49

50 Questions? PwC

51 Thank you Peter Matutat Partner, Audit and Assurance Chris D Iorio Senior Manager, Human Resources Services chris.diorio@ca.pwc.com This publication has been prepared for general guidance on matters of interest only, and does not constitute professional advice. You should not act upon the information contained in this publication without obtaining specific professional advice. No representation or warranty (express or implied) is given as to the accuracy or completeness of the information contained in this publication, and, to the extent permitted by law, PricewaterhouseCoopers LLP, its members, employees and agents do not accept or assume any liability, responsibility or duty of care for any consequences of you or anyone else acting, or refraining to act, in reliance on the information contained in this publication or for any decision based on it PricewaterhouseCoopers LLP. All rights reserved. In this document, PwC refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership, which is a member firm of PricewaterhouseCoopers International Limited, each member firm of which is a separate legal entity.

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