IRC §409A & ASC 718 : Option Plans & Valuations
What is Internal Revenue Code § 409A?
It requires employer granting stock option plans to pay taxes on those options for which exercise price is lower than fair market value of underlying onto which option is hosted. For eg. if option is granted on common stock as of grant date. Exercise of Option is $0.50 per option (one option convertible into one common share). Fair Market Value of common stock is $0.40 as of grant date, then difference between exercise price $0.50 and $0.40 i.e. $0.10 per option is taxable in the eyes of law. Issue of option below fair market value is violation of §409A and may invite penalties to service provider.
How to Comply with Code §409A?
- Get independent fair valuation report.
- Valuer shall identify and allocate total fair value of capital to common and preferred stock.
- Value shall be identified at non-marketable non-controlling level.
What is the conclusion under §409A valuation?
Fair Market Value of Common Stock onto which stock options are granted
What is Internal Revenue Code § 409A?
It requires employer granting stock option plans to pay taxes on those options for which exercise price is lower than fair market value of underlying onto which option is hosted. For eg. if option is granted on common stock as of grant date. Exercise of Option is $0.50 per option (one option convertible into one common share). Fair Market Value of common stock is $0.40 as of grant date, then difference between exercise price $0.50 and $0.40 i.e. $0.10 per option is taxable in the eyes of law. Issue of option below fair market value is violation of §409A and may invite penalties to service provider.
How to Comply with Code §409A?
- Get independent fair valuation report.
- Valuer shall identify and allocate total fair value of capital to common and preferred stock.
- Value shall be identified at non-marketable non-controlling level.
What is the conclusion under §409A valuation?
Fair Market Value of Common Stock onto which stock options are granted
What is ASC 718?
- It is an accounting guidance for Stock Compensations
- These are primarily in the nature of Equity Settled and Cash Settled
- Fair value of option as of grant date to be used for financial reporting
How to Comply with ASC 718?
- First step is to identify type of option plan (Equity Settled or Cash Settled)
- Second step is to use §409A Stock Value to further value Option granted
- Option can be American Option or European option
- Use Monte Carlo Simulation, Black & Scholes Model, or Binomial Model for Valuation
- Estimate employee attrition rate and identify provision for employee cost
What is conclusion under ASC 718?
- Identification of Employee/Non-employee cost deriving from stock compensation
- Disclosures in Financial Reporting framework
What is ASC 718?
- It is an accounting guidance for Stock Compensations
These are primarily in the nature of Equity Settled and Cash Settled - Fair value of option as of grant date to be used for financial reporting
How to Comply with ASC 718?
- First step is to identify type of option plan (Equity Settled or Cash Settled)
- Second step is to use §409A Stock Value to further value Option granted
- Option can be American Option or European option
- Use Monte Carlo Simulation, Black & Scholes Model, or Binomial Model for Valuation
- Estimate employee attrition rate and identify provision for employee cost
What is conclusion under ASC 718?
- Identification of Employee/Non-employee cost deriving from stock compensation
- Disclosures in Financial Reporting framework
Consequences of Non-Compliances of §409A
- Adverse Tax consequences onto option recipient
- Tax even on vesting (instead of upon exercise)
What is benefit of doing §409A & ASC 718 valuations with us?
- Company can exploit safe harbour rules and onus of proving wrong valuation is on IRS
- If we have carried §409A valuation, we can use it in ASC 718 valuation and duplicate work
of entity valuation while valuing options can be avoided (passing cost reduction to you) - Typical §409A valuation is processed within 30-50 hours of quality time by CPA, CEIV
(AICPA), ACA(ICAEW), and Phd holders.