Management Options and Value

Firms use options to reward managers as well as other employees. There are two effects that these options have on value per share. One is created by options that have already been granted. These options, most of which have exercise prices well below the stock price, reduce the value of equity per share, since a portion of the existing equity in the firm has to be set aside to meet these eventual option exercises. The other is the likelihood that these firms will use options on a continuing basis to reward employees or to compensate them. These expected option grants reduce the portion of the expected future cash flows that accrue to existing stockholders.

The Magnitude of the Option Overhang

            The use of options in management compensation packages is not new to firms. Many firms in the 1970s and 1980s initiated option-based compensation packages to induce top managers to think like stockholders in their decision making. In most cases, though, the drain on value created by these options was small enough that you could ignore it and not affect the value per share substantially. In the last decade, however, the surge in both the number and the value of technology firms has highlighted the importance of dealing with these options in valuation.

What is different about technology firms? One is that management contracts at these firms are much more heavily weighted towards options than are those at other firms. The second is that the paucity of cash at these firms has meant that options are granted not just to top managers but to employees all through the organization, making the total option grants much larger. The third is that some of the smaller firms have used options to meet operating expenses and pay for supplies.

            Figure 16.2 summarizes the number of options outstanding as a percent of outstanding stock at technology firms and compares them to options outstanding at non-technology firms.


 


As Figure 16.2 makes clear, the overhang is larger for younger new technology firms.

Characteristics of Option Grants

            Firms that use employee options usually restrict when and whether these options can be exercised. It is standard, for instance, that the options granted to an employee cannot be exercised until they are vested. For this to occur, the employee usually has to remain for a period that is specified with the contract. While firms do this to keep employee turnover low, it also has implications for option valuation that are examined later. Firms that issue options do not face any tax consequences in the year in which they make the issue. When the options are exercised, however, they are allowed to treat the difference between the stock price and the exercise price as an employee expense. This tax deductibility also has implications for option value.

Options in Existence

            Given the large number of options outstanding at many technology firms, your first task is to consider ways in which you can incorporate their effect into value per share. The section begins by presenting the argument for why these outstanding options matter when computing value per share and then considering four ways in which you can incorporate their effect on value.

Why they affect value per share?

            Why do existing options affect value per share? Note that not all options do. In fact, options issued and listed by the options exchanges have no effect on the value per share of the firms on which they are issued. The options issued by firms do have an effect on value per share, since there is a chance that they will be exercised in the near or far future. Given that these options offer the right to individuals to buy stock at a fixed price, they will be exercised only if the stock price rises above that exercise price. When they are exercised, the firm has two choices, both of which have negative consequences for existing stockholders. It can issue additional shares to cover the option exercise.  But this increases the number of shares outstanding and reduces the value per share to existing stockholders.[1] Alternatively, it can use cashflows from operations to buy back shares in the open market and use these shares to meet the option exercise. This reduces the cash flows available to current equity investors in future periods and makes their equity less valuable today.

Ways of Incorporating existing options into value

            There are four approaches that are used to incorporate the effect of options that are already outstanding into the value per share. However, the first three approaches can lead to misleading estimates of value.

I. Use fully diluted number of shares to estimate per-share value

The simplest way to incorporate the effect of outstanding options on value per share is to divide the value of equity by the number of shares that will be outstanding if all options are exercised today – the fully diluted number of shares. While this approach has the virtue of simplicity, it will lead to too low of an estimate of value per share for two reasons.

Š      It considers all options outstanding, not just the ones that are in the money and vested. To be fair, there are variants of this approach where the shares outstanding are adjusted to reflect only in-the-money and vested options.

Š      It does not incorporate the expected proceeds from exercise, which will comprise a cash inflow to the firm.

Finally, this approach does not take into consideration the time premium of the options into the valuation.

Illustration 16.7: Fully Diluted Approach to estimating Value per Share: Commerce One

            Commerce One, as a young and fast-growting B2B business, used options liberally in the period 1996 to 2000 to compensate employees. Table 16.3 summarizes the options granted, exercised and canceled each year and also provides information on the total number of options outstanding at the firm at the end of each of these years.

Table 16.3: Options Granted, Exercised and Canceled: Commerce One (in ‘000s)

 

Granted

Exercised

Canceled

Outstanding

1998

7336

462

1338

11334

1999

26288

7431

2995

17195

2000

29023

8033

2275

45911

 

At the end of 2000, Commerce One had options on 45.911 million shares outstanding, with a wide range of exercise prices and expiration dates. Table 16.4 summarizes the details of these options.

Table 16.4; Details of Options outstanding: Commerce One

Exercise Price Range

Number of options

Remaining life

Average exercise price

Exercisable & Vested

Average Exercise price

$ 0.00 - $ 0.40

4,771,451

7.26

$0.19

1,889,590

$0.13

$ 0.67 - $ 3.50

7,414,524

8.38

$2.33

1,672,662

$2.32

$ 4.71 - $ 24.61

5,498,253

8.75

$15.42

1,036,632

$14.07

$25.31 - $ 28.81

2,746,602

9.73

$27.88

274,724

$27.56

$30.00 - $ 33.00

4,851,300

9.29

$32.70

1,053,513

$32.80

$34.17 - $ 54.69

5,032,969

9.38

$42.75

631,181

$42.48

$54.88 - $ 62.81

7,926,752

9.39

$59.75

919,951

$56.86

$64.19 - $ 75.07

5,000,268

9.36

$72.12

837,853

$73.15

$78.50 - $101.81

2,103,829

9.2

$86.94

387,099

$89.94

$104.44

565,275

9.16

$104.44

117,755

$104.44

Total

45,911,223

8.92

$35.49

8,820,960

$28.16

For the number of options, the total for remaining life and average exercise price is the weighted average. For the exercisable and vested options, the total for average exercise price is the weighted average.

To apply the fully diluted approach to estimate the per share value, we first estimated the total value of equity for Commerce One using a discounted cash flow model. The value we obtained was $4,941 million[2]. At the end of 2000, Commerce One had 228.32 million shares outstanding. To estimate the value of equity per share, we use the total number of shares that would be outstanding if all options were exercised.

Value of Equity per share

Note, though, that some of these options are not vested or exercisable. If we considered only exercisable options, we would estimate a value of equity per share that is higher.

Value of Equity per share

II. Estimate expected option exercises in the future and build in expected dilution

In this approach, you forecast when in the future options will be exercised and build in the expected cash outflows associated with the exercise by assuming that the firm will go out and buy back stock to cover the exercise. The biggest limitation of this approach is that it requires estimates of what the stock price will be in the future and when options will be exercised on the stock. Given that your objective is to examine whether the price today is correct, forecasting future prices to estimate the current value per share seems circular. In general, this approach is neither practical nor is it particularly useful in coming up with reasonable estimates of value.

III. Treasury Stock Approach

This approach is a variant of the fully diluted approach. Here, the number of shares is adjusted to reflect options that are outstanding, but the expected proceeds from the exercise (exercise price * number of options) are added to the value of equity. Similar to the fully diluted approach, this approach does not consider the time premium on the options and there is no effective way of dealing with vesting. Generally, this approach, by under estimating the value of options granted, will over estimate the value of equity per share.

The biggest advantage of this approach is that it does not require a value per share (or stock price) to incorporate the option value into per-share value. As you will see with the last (and recommended) approach, there is a circularity that is created when the stock price is  used in estimating value per share.

Illustration 16.8: Treasury Stock Approach: Commerce One

To estimate the value per share with the treasury stock approach for Commerce One, we consider the expected proceeds for the exercise of the options today. To simplify calculations, we use the total number of options outstanding and the weighted average exercise price from Table 16.4.

Expected proceeds from option exercise

We add the expected proceeds from option exercise to the value of equity that we estimated for Commerce One and then divide by the total number of shares outstanding to estimate the value of equity per share:

Value per share

 

Here again, we could have used the modified approach of looking only at in-the-money options.

Expected proceeds from option exercise

Value per share

 

Note that the value per share using this approach is higher than the value per share using the fully diluted approach. The difference is greatest when options have a higher exercise price relative to the current stock price. The estimated value per share still ignores the time premium of the options.

IV. Value Options using option pricing model

            The correct approach to dealing with options is to estimate the value of the options today, given today’s value per share and the time premium on the option. Once this value has been estimated, it is subtracted from the equity value and divided by the number of shares outstanding to arrive at value per share.

Value of Equity per share =

In valuing these options, however, there are four measurement issues that you have to confront. One relates to the fact that not all of the options outstanding are vested, and that some of the non-vested options might never be vested. The second relates to the stock price to use in valuing these options. As the description in the last paragraph , the value per share is an input to the process as well as the output. The third issue is taxation. Since firms are allowed to deduct a portion of the expense associated with option exercises, there may be a potential tax saving when the options are exercised. The final issue relates to private firms or firms on the verge of a public offering, like Rediff.com. Key inputs to the option pricing model, including the stock price and the variance, cannot be obtained for these firms, but the options have to be valued nevertheless.

Dealing with Vesting

            As noted earlier in the chapter, firms granting employee options usually require that the employee receiving the options stay with the firm for a specified period for the option to be vested. Consequently, when you examine the options outstanding at a firm, you are looking at a mix of vested and non-vested options. The non-vested options should be worth less than the vested options, but the probability of vesting will depend upon how in-the-money the options are and the period left for an employee to vest. While there have been attempts[3] to develop option pricing models that allow for the possibility that employees may leave a firm before vesting and forfeit the value of their options, the likelihood of such an occurrence when a manager’s holdings are substantial should be small.  Carpenter (1998) developed a simple extension of the standard option pricing model to allow for early exercise and forfeiture and used it to value executive options.

Which stock price?

            The answer to this question may seem obvious. Since the stock is traded and you can obtain a stock price, it would seem that you should be using the current stock price to value options. However, you are valuing these options to arrive at a value per share that you will then compare to the market price to decide whether a stock is under or over valued. Thus, using the current market price to arrive at the value of the options and then using this option value to estimate an entirely different value per share seems inconsistent.

            There is a solution. You can value the options using the estimated value per share. This creates circular reasoning in your valuation. In other words, you need the option value to estimate value per share and value per share to estimate the option value. We would recommend that the value per share be initially estimated using the treasury stock approach and that you then converge on the proper value per share by iteration.[4]

            There is another related issue. When options are exercised, they increase the number of shares outstanding and, by doing so, there can have an effect on the stock price. In conventional option pricing models, the exercise of the option does not affect the stock price. These models have to be adapted to allow for the dilutive effect of option exercise.  This can be done fairly simply by adjusting the current stock price for the expected effects of dilution.

Taxation

            When options are exercised, the firm can deduct the difference between the stock price at the time and the exercise price as an employee expense for tax purposes. This potential tax benefit reduces the drain on value created by having options outstanding. One way in which you could estimate the tax benefit is to multiply the difference between the stock price today and the exercise price by the tax rate; clearly, this would make sense only if the options are in-the-money. While this does not allow for the expected price appreciation over time, it has the benefit of simplicity. An alternative way of estimating the tax benefit is to compute the after-tax value of the options.

After-tax Value of Options = Value from option pricing model (1- tax rate)

This approach is also straightforward and allows you to consider the tax benefits from option exercise in valuation. One of the advantages of this approach is that it can be used to consider the potential tax benefit even when options are out of the money.

Non-traded Firms

            A couple of key inputs to the option pricing model – the current price per share and the variance in stock prices – cannot be obtained if a firm is not publicly traded. There are two choices in this scenario for the current share price. One is to revert to the treasury stock approach to estimate the value of the options outstanding and abandon the option pricing models. The other is to stay with the option pricing models and to estimate the value per share, from the discounted cash flow model. The variance of similar firms that are publicly traded can be used to estimate the value of the options.

 



[1] This would be dilution in the true sense of the word, rather than the term that is used to describe any increase in the number of shares outstanding. The reason there is dilution is the additional shares are issued only to the option holders at a price below the current price. In contrast, the dilution that occurs in a rights issue where every stockholder gets the right to buy additional shares at a lower price is value neutral. The shares will trade at a lower price but everyone will have more shares outstanding.

[2] The details of this valuation are in Chapter 23.

[3] Cuny and Jorion (1995) examine the valuation of options when there is the possibility of forfeiture.

[4] The value per share, obtained using the treasury stock approach, will become the stock price in the option pricing model. The option value that results from using this price is used to compute a new value per share which is fed back into the option pricing model and so on.