Accounting Valuation is needed for working out the employee compensation cost at the time of ESOP grant.
Methods of Doing ESOP Valuation- Intrinsic Value Method and Fair Value Method...
Marel Q1 2024 Investor Presentation from May 8, 2024
ESOP Valuation: Business Valuation Article
1.
2. What is ESOP Fair Value Method
Employee Stock Option Plan (ESOP) is a plan through which a The fair value of an ESOP is estimated using an option-pricing model
company awards Stock Options to the employees based on their like, the Black-Scholes or a binomial model. For undertaking fair
performance. An employee stock option is a call option meaning that valuation of ESOPs, the Black-Scholes model is mostly preferred as it
under an ESOP the employees have the right and not an obligation to takes into account the various other factors like Time Value, Interest
buy the shares of the company on a predetermined date at a Rate, Volatility, Dividend yield etc. These factors are not considered
predetermined price. The objective of ESOP is to motivate the under Intrinsic Value method which may lead to under estimation of
employees to perform better and improve shareholders' value. Apart Employee Compensation Cost.
from giving financial gains to the employees, ESOP also creates a
sense of belonging and ownership amongst the employees.
The Black Scholes Model considers various external factors that affect
How is ESOP Valuation done the value of the ESOP whereas the intrinsic value method considers
A) Accounting Valuation only factors internal to the Option offered. To compute the value of
ESOP options through Black- Scholes the following variables have to
The Accounting Valuation is needed for working out the Employee be considered:-
Compensation Cost at the time of ESOP Grants Itself which is
apportioned over the vesting period of ESOP. Expected Life of the option
Exercise price
There are two methods of doing ESOP Valuations- Intrinsic Value
Fair value per share
Method & Fair Value Method.
Expected volatility of share price
Expected dividend yield
Intrinsic value method Risk-free interest rate
”Intrinsic Value” is the excess of the market price of the share under
ESOP over the exercise price of the Option (including upfront payment, Key Issues in Valuation of ESOPs through Black-Scholes
if any) Example: - A company grants an ESOP to its employees whose Model
current market price (CMP) of the share is Rs 100 which can be
exercised after 2 years for Rs 70. In this case the intrinsic value of
options shall be Rs 30/- (100 – 70). Issue 1: - Expected Life or Total Life of the Option
However if the CMP was Rs.50 instead, there would be no intrinsic For the purpose of valuations we need to consider the likely life of
value of the option since the exercise price is more than CMP and in option and not the total life of the option. For calculation of Expected life
this case options could not be exercised and instead stand lapsed. it is recommended to use the Average of the Maximum life of option
and the Minimum life of option for each vesting of a particular Grant.
3. Issue 2: - Volatility of Unlisted Companies B) Tax Valuation
For listed companies historical volatility in their own share prices is This valuation is required to determination of value of perquisite taxable
taken, the problem arises on how to compute volatility of unlisted in hands of employees, to comply with applicable provisions of Indian
companies. Income Tax Act, 1961 and notification issued by CBDT in this respect.
Indian accounting guidance norms recommends unlisted companies to
consider volatility as zero since there is no market price of the unlisted
Notification no. 94/2009 dated 18.12.2009 issued by CBDT, wherein it
companies. This may however lead to incorrect value of the ESOPs.
is provided that for the purpose of clause (vi) of sub-section (2) of
An alternative for computation of the Fair Value of an ESOP option of section 17, the fair market value of any specified security or sweat
unlisted company is to consider historical volatility in the share prices of equity share, being an equity share in the Company not listed at any
other similar listed comparable companies should be considered and recognized stock exchange, shall be such value of the share in the
taken as the expected volatility for the unlisted company. company as determined by a merchant banker on the specified date.
No method prescribed for unlisted companies in India. This also
Issue 3: - Divided Yield includes shares of companies listed on overseas stock exchange as the
Payment of Dividend reduces the price of a share. Dividend paid during Overseas Exchanges do not qualify as the Recognized stock
the ESOP period is not cumulated for ESOP holders; therefore dividend exchanges in India.
paid before the ESOP is exercised may be reduced while computing
ESOP value.
Conclusion
Thus companies are required to estimate the future dividend yield rate
(i.e. dividend per share divided by value per share). The company’s ESOP Valuation (both for Accounting of “Compensation Expense” by
historical dividend yield rate can be used to estimate its expected future company and for perquisite Tax payable by the employees) plays a
dividend yield. significant role in the success of any ESOP scheme.
Issue 4: - Risk-free interest rate The compensation expense reduces the EPS of the company and the
The Risk free rate being considered for the calculation is the interest possibility of Excess Tax payout by employees may turn the ESOP
rate applicable for a maturity equal to the expected life of the options scheme unattractive. Thus proper planning of ESOP is inevitable.
based on the zero-coupon yield curve for Government Securities or 10
years Government bonds.