Many companies, especially in tech, supplement their income statement produced under generally accepted accounting principles with a non-GAAP income statement. It’s a practice that has proliferated in recent years as companies want to focus attention on the underlying “run rate” of the business and feel pressured to copy what their competitors are doing. Critics label non-GAAP measures as companies presenting “income before the bad stuff.” It’s true that presenting financials on a non-GAAP basis often has a major impact on the bottom line presented, by doubling a profit margin or turning a loss into a profit (as shown in our chart below).

Does non-GAAP reporting mean a company is hiding poor performance? Or is it providing investors with more information for judging the health of the business?

On balance, more disclosure is usually better. When companies present non-GAAP income statements in a thoughtful way and in good faith, investors will usually prefer the additional information and use the non-GAAP income to calculate P/E valuations. Note that most investment analysts report and focus on non-GAAP results. And the Securities and Exchange Commission has accepted their use as well, as long as the information is not misleading. The regulator outlines how and when companies can share non-GAAP figures with Regulation G.

So non-GAAP income statements look like they are here to stay. Let’s look at the most common areas where companies adjust GAAP numbers to give non-GAAP measures and why such measures have become accepted by both companies and investors.

Stock compensation: These are charges based on employee stock options and purchases that rely on theoretical models of their worth. Probably the most commonly listed adjustment to GAAP numbers, this charge is a lightning rod for criticism that GAAP has become overly conceptual and less relevant. As my colleague Stephen Ambler points out in his blog post “Stock compensation rules mask true operating performance,” stock comp charges are non-cash and can vary significantly depending on stock price and model assumptions, making it near impossible to compare two similar companies. Also, if the stock price declines, the company must continue recording the charges, which were based on the grant date value, even though the options have no value to the employees or to the company from a retention point of view.

Amortization of acquired intangibles: GAAP accounting for acquisitions requires the acquiring company to value the intangible assets of the acquired entity, other than goodwill, at fair value and amortize them over their useful lives. On one hand, the acquiring company paid hard cash or used its valuable stock to acquire these assets, and just as companies depreciate the purchase price of equipment they use in production under GAAP, they also should amortize their acquired intangible assets. They are matching cost with use over time. On the other hand, the amortization is a non-cash charge that the acquired business wouldn’t have shown on its own. To assess the sum of the underlying businesses, it is useful to show amortization removed.

Restructuring: These charges include such items as severance, facility and equipment write-offs, and contract termination costs tied to the resizing or closing of some part of a business. CFOs would prefer to keep the costs of these non-recurring events separate from the ongoing business’s results. Companies do need to be careful, though, that these “non-recurring” charges don’t recur every year or two! To mitigate abuse, Reg G sets rules for what is non-recurring — basically, it is something that hasn’t happened two years before the reporting date and is unlikely to happen in the next two years.

We commonly see the non-GAAP income statement remove other measures as well, such as the amounts paid to plaintiffs and attorneys to settle legal disputes or impairments of intangible assets or goodwill. Again, the rationale is to derive an income number that represents the fundamental ongoing business apart from non-cash charges and one-time events. The value to the investor is that these items are shown separately. The investor can value the company on its ongoing business while noting the size and frequency of these non-cash and non-operating charges.

To GAAP or to non-GAAP?
While investors are open and usually welcoming to non-GAAP income statements, they also value consistency. Companies should not use “good news” non-GAAP items and ignore “bad news.” Consider a company that accrues $1 million for a legal settlement and excludes the charge as a non-GAAP measure. It has effectively created a good news item. But if the actual settlement in a subsequent period turns out to be only $800,000, the company should include the $200,000 difference as a non-GAAP item when it comes time to report it. This difference may be perceived as bad news, but this keeps reporting consistent.

In general, companies should use an approach that relies on both full disclosure and moderation. Reg. G requires full disclosure, of course, including a presentation of the most directly comparable GAAP measure with equal or greater prominence as the non-GAAP measure, as well as reconciliation between the two. As for moderation, the investment community will reward companies that practice it, as moderate, thoughtful use of a non-GAAP income statement will build credibility and respect for the company. Finance pros who do these types of evaluations all the time can help you determine when applying non-GAAP makes sense for a particular situation.

Ray Solari is a member of the RoseRyan dream team. He has served as the CFO/VP finance for private companies and managed SEC reporting for public companies. He began his career at Deloitte. 

Equity-based compensation — Northern California’s universal answer to engendering loyalty in employees — is a useful tool but a complicated one. This was one of several hard truths heard by attendees during BayBio’s recent Lunch & Learn event by RoseRyan. Accompanied by compensation consultancy Radford, RoseRyan hosted this packed event on February 26 at BayBio’s headquarters in San Francisco.

To retain top talent these days, companies have a variety of stock-based methods, which are accompanied by their share of accounting, tax, and legal issues. What strategy a company picks today for rewarding employees could affect how smoothly it can transition to another version of itself later on, either as a public entity or as an acquisition target.

During their comprehensive overview of what private companies need to realize as they structure and maintain their comp plans, Kelley Wall, a director at RoseRyan who leads the firm’s Technical Accounting Group, and Kyle Holm, an associate partner at Radford, hit upon the following hard truths.

1. Your company will have to up the ante as it matures.
Startups tend to begin with just stock options and then work their way up to restricted stock or restricted stock units and eventually performance-based awards. Each compensation type comes with its own set of pros and cons. For example, stock options do not lead to immediate dilution whereas restricted stock does. Employees may favor restricted stock for the fact it will give them ownership right away, but tax consequences upon vesting can be troublesome.

And while performance awards encourage goal-based behavior, they are not without their challenges. With these type of awards, companies have to regularly determine the probability of employees meeting their performance targets and adjust their stock-compensation expense accordingly, which can create some volatility in earnings. And it may be difficult for early-stage companies to adequately assess performance targets — any modifications of those targets down the road will result in modification accounting and likely additional compensation expense.

2. Modifications can be messy.
Modifications will happen. The roles of employees change, employees come and go, and employees’ individual targets for reaping the benefits of a pay plan will evolve. And so will the way the company accounts for compensation. Situations where accounting changes come into play include: giving a terminated employee an extended period to exercise their options beyond what was initially agreed upon; changing performance-based metrics; and hiring consultants and allowing them to continue to hold the stock options they were granted as consultants. In general, any change to an award or an award holder’s status should trigger a review of accounting modifications.

3. Your payment systems are only as accurate as the data you’ve put into them.
Wall acknowledged this truth seems fairly obvious but cautioned that lack of data integrity continues to trip up companies. Too often companies lean too heavily on outside lawyers and accountants without realizing those service providers can’t keep up with changes within a business if they don’t know about them.

The fact is the majority of stock-based compensation data has some underlying issues. For instance, RoseRyan has seen a company with vesting stock options for employees who left five years ago — which led to an overstatement when the information was uncovered. To make sure the data surrounding their equity plans are clean, companies need a system of checks and balances — such as reconciling awards granted with board minutes at least once a quarter and having a process to tie employee terminations to the equity records.

4. You have a lot to consider about your equity plans if an IPO is in your future.
One of the hardest truths hits in the time leading up to a public offering. This is when tough questions arise over all the decisions that have been made beforehand, Holm warned, and even more difficult choices will need to be made. Those who have a stake in the company will shift their focus from their percentage of ownership to the actual value of their shares. Companies going through the transition will need to determine whether they should consider amending their stock plans. They’ll also need to define their post-IPO equity pool size. And they’ll need to take a look at how they communicate beyond one-on-one pay agreements. It’s also a good time to consider what information will be publicly disclosed in your registration statement. For one, details about pay plans for the most highly paid senior leaders will be publicized, not only to investors and securities regulators but employees as well. There’s also a lot of information regarding the plans and award details included in SEC filings, and newly-public companies are burdened with additional disclosures around stock valuation.

While equity-based compensation comes with issues, Wall noted, managers can provide robust pay plans that do what they’re supposed to — retain top talent — as long as they operate with their eyes wide open with an awareness of how changes and new decisions will have consequences.

This post originally appeared here, on BayBio’s website.

The announcement was just made for the Northern California CEOs who are regional semifinalists in EY’s Entrepreneur of the Year™ Awards program. In the months ahead, RoseRyan and other sponsors of this amazing program will interview these Bay Area leaders and get to know what makes them tick and how their high-growth companies stand apart from the rest. The actual regional winners will be announced at an awards gala June 10 at the Fairmont in San Jose.

But first, congratulations to all of the semifinalists who were announced last week. They are getting recognized as high-impact entrepreneurs who have barreled through challenges during shaky economic times to transform their great ideas into promising businesses. RoseRyan is proud to once again be a sponsor of the program, which is in its 28th year. It puts us in direct contact with CEOs who are innovative, highly motivated and representative of how business is evolving in our area.

This year’s impressive list of semifinalists reflects a very strong showing for Northern California, as the area tends to be well recognized in EY’s program. In fact, last year’s overall national winner was CEO Hamid Moghadam of real estate firm Prologis, which is based in San Francisco. With this region’s ever-changing pool of new companies, new technologies and new ideas, we continue to be an innovation engine.

Pride in our region is just one reason why it’s so exciting to take part in the awards program. Another is the chance to observe the diversity and dedication in all the nominees. These entrepreneurs are leading a mix of public, private, nonprofit and women-owned businesses. And many candidates are serial entrepreneurs who are sitting on fortunes. They don’t even have to work, but they love what they do. These leaders are a marvel to watch, and they’re inspiring.

Of course, a great idea and a passion for work will take an entrepreneur only so far. From my observations with the EY program over the last several years, I have also noticed the following common traits among the semifinalists:

  • They deal with business problems head-on, with flexibility and a strong sense of their company’s core strategies.
  • They recognize the value and strength of honest communication and transparency.
  • They have a clear vision and don’t sway from it.
  • They’re willing to take risks, based on their strong belief in themselves, their ideas and their team.
  • They know how to attract and retain talent. This is quite a challenge for any Bay Area company.

The stories that come out of these job creators and innovators will continue to evolve. Those of us who can watch from the sidelines will not only admire the changes and ideas that are afoot but be inspired as well. We all need insights into how to do things differently and explore whether we too should work in a new way or consider new strategies for hiring and retention. These entrepreneurs are bringing the best ideas to market, supported by solid teams and a healthy dose of enthusiasm and energy. Plus, they’re energizing our local – and national – economy. All of these achievements make RoseRyan a proud sponsor of the EY Entrepreneur Of The Year™ program.

Stan Fels is a director at RoseRyan, who joined the finance and accounting firm in 2006. In addition to helping the finance dream team keep their skills sharp and stay true to RoseRyan’s proven processes, he matches gurus to clients in the high tech and life sciences sectors.