Employee Stock Purchase Plans (ESPPs) are a wonderful employee benefit and can even provide a significant inflow of cash for the issuing company. However, many of these plans are complex and can present substantial challenges when calculating and recognizing expense for them.
Background
Accounting for most ESPPs is similar to accounting for stock options, with a grant-date fair value and recognition of expense over the vesting period. However, some features of ESPP cause divergences from the typical option expensing methodologies.
FASB Technical Bulletin (FTB) 97-1, released in 1997 and codified into ASC 718-50-30, -35 and -55 in 2009, clarified the treatment of many of the special features of these plans, but further developments have evolved in practice since that time.
Basics
Fair Value
Fair value for ESPPs is calculated as of the enrollment date of plan.[1] In some literature (and on some tax forms) this is also referred to as the grant date. And, just as with options, an option-pricing model is needed to calculate this value for most plans. However, since these plans offer features not available in typical employee stock options, the fair values can contain up to three components, depending on the features of the plan.[2]
If your plan does not contain all these features, then not all the components would be included in your fair value.
Note that FTB 97-1 also mentions that an “option” where the purchase price is paid before the exercise date is less valuable than an option where the price is paid on the exercise. Therefore, the standard does allow the inclusion of “interest foregone” as a discount to the fair value. However, the examples do not include this component, nor do most systems and spreadsheets include it.
For plans with multiple purchase periods within an offering period, generally, a different fair value is calculated for each purchase period. Some audit firms require that the different fair values be calculated and then averaged together to arrive at a single fair value for the entire offering. Other companies use the different fair values specific to each purchase period for both expense recognition and true up at the time of purchase.[3]
Think of these plans as an option grant with multiple vest dates and with a known and fixed exercise date (the purchase date) and a potentially variable number of shares (since in many plans the number of shares finally purchased will depend on the stock price on each purchase date).
Option-pricing Model Inputs
As with employee stock options, an option-pricing model must be used to create a fair value. A Black-Scholes is not required but, as for options under ASC 718, at least the following six factors are required to be used by the option-pricing model selected.
Example of Fair Value for a Two-year ESPP Offering Period with Four Purchases
As stated above, please note that some auditors will require the averaging of the fair values for each tranche and the expense recognized to be based solely on the average fair value. In other cases, companies will recognize expense using the fair value specific to that tranche.
In our next blog entry: Using ESPP Estimated Contributions to calculate ESPP expense. (And after that, true ups and modification accounting, what fun!)
[1] To be perfectly clear, this is not the date that the employee signs up to participate in the plan, but the first date of the offering period. All employees enrolled in a particular offering should have the same enrollment date.
[2] Other features can also trigger modification accounting and fair values computed after the initial enrollment date, these features will be explained later in this article.
[3] True ups at purchase are discussed in more detail later in this article.