“Underwater”
Stock Options In
a stock-market decline, “underwater” stock options are those in which the
option’s exercise price exceeds the current market price. Employees holding
underwater stock options would be better off purchasing the stock on the open
market than by exercising their stock options. Companies using stock options
to retain employees must come to terms with the impact of their declining
stock price and its loss of value to their employees. Underwater stock options
represent a threat to overall employee retention as employees become
discouraged and less motivated. In addition, newly hired employees are
receiving stock options with lower option prices, causing current
employees to feel further resentment. Several
ways companies are investigating the restoration of value to underwater
options include repricing, option exchange programs, new option grants, and
cash-based strategies. Repricing In
a “repricing”, the option price is amended to reduce it to the current
fair market value or, alternatively, the underwater stock option is canceled
and a new stock option is granted with an option price equal to the current,
now lower, fair market price. Most institutional investors strongly oppose
repricing because the reprieve isn't available to the ordinary shareholders.
Cendant Corp. repriced stock options for their top executives in late
September 1999, contending it had to stem a loss of senior management talent.
Earlier in the year, the Parsippany, NJ, franchising and marketing company
earlier in the year disclosed massive accounting fraud that had badly
depressed its stock price. Henry Silverman, Cendant's then chairman and
CEO maintained that many senior executives were tempted to go elsewhere
because their options were so far underwater that they just had no further
incentive. Option Exchange Programs The
standard exchange program is a simple swap of existing options for a lesser
number of new options at the current market value. An accurate exchange rate
can be determined by using the Black-Scholes formula, which values the price
of an option by factoring in market volatility. As the newly issued options
are at current market value, an employee has a potential opportunity to make a
gain on her/his options sooner than with the initially granted options.
For example, an employee gives up
750 options at $13 ($9750) in return for 500 options valued at $10 ($5000).
The below graph illustrates how, with a hypothetical steady market growth rate
of 10%, the option holder makes a quicker gain on his options than with his
previous allotment. It takes the existing options four years to lose their
underwater status and eight years before they outpace the new options:
Another option is to replace the underwater stock options with restricted stock granted at no cost to the employee. Due to the fact that the restricted stock is granted at no cost, employees would receive fewer shares of restricted stock than the number of stock options that were canceled. There are a variety of similar formulas that can be used to determine the number of shares of restricted stock employees will receive. However, shareholders may have obvious reservations about employees receiving stock at no cost as a result of the decline in stock price, while they have incurred a loss from their own investment. A third alternative is to cancel a stock option and then grant another stock option after six months and one day have elapsed as per SEC regulations. The advantage is the future stock option most likely will be priced lower than the current stock option, however, there is also the risk during this time period that the stock price will increase. We view this simply as “repricing” in disguise . New Option Grants Granting new stock options without making any adjustment to the underwater stock options is another method. Since the original underwater stock options would not be canceled, this would not mandate any special accounting considerations. In the event the stock continues to decline, however, this “double-down” mentality will compound the problem. Cash-Based Compensation Strategy Offering a cash settlement for the cancellation of underwater stock options is an alternative. It is also possible to structure a cash bonus to employees without canceling their underwater stock options. The bonus could be presented as a retention bonus, payable only if the employees continue their employment for a period of time. Shareholders view this approach negatively due to the immediate impact on earnings which can ultimately decrease share price. Conclusion There is no simple solution for
hospitality companies with regards to underwater stock options. Whether we
measure the cost in terms of compensation expense, shareholder dilution, or
cash outlay, none of the solutions are cost-free. The “correct” solution
will depend on the company’s size, maturity, profitability, cash-flow, and
relationship with its shareholders. Many employees currently have stock
options "underwater" as a result of today’s weakened economy.
Nevertheless, the data from the National Center for Employee Ownership has
shown that the majority of companies with broad-based stock options plans have
no intention of eliminating them. Prudent companies are now granting
the options over a period of years, rather than offering a one time “mega
grant”. When employees receive only one grant during their
employment (usually granted upon hire), all their shares are at one price and
a single decline in stock value places all of their shares underwater.
However, if employees have received multiple grants, then a decline in value
might place some of their stock options underwater but other stock options
might still be in-the-money. Granting smaller sized stock options but more
frequently, the “dollar-cost average” approach, is a favorable mechanism
in alleviating stock volatility in a declining market. The illustration below shows the
difference between granting 50,000 options at once, a “mega grant” as
opposed to three separate smaller grants over a three-year under water time
period:
Stock options are an integral part
of attracting, retaining, and motivating employees. In a volatile market a
well thought out stock option plan is an essential component of an overall
compensation strategy. HILTON
DIPS AS HOTEL RECOVERY DISAPPOINTS David
Michels, chief executive, briefed analysts last week before Hilton entered a
closed period ahead of its first-half results. For its hotel side, he said
that the absence of high-rate business travellers --particularly from the US
-- continues to be felt, while the rate of recovery in demand has slowed from
the first quarter of 2002. In
response, ABN Amro cut its current-year earnings forecast for hotels by Pounds
20 million, but raised them for Ladbrokes by the same amount. Although its
overall figure stayed the same, some investors were concerned by the hotel
outlook, leaving Hilton Group 7p off at 220p. The
wider market lacked direction, with the FTSE 100 veering between gains and
losses to settle up 29.4 points at 4,685.8. Xstrata, the Swiss-domiciled
mining group, put in the worst performance, off 58p at 791p, as Credit Suisse
First Boston started coverage with a "sell'' stance and a 750p target.
The broker thinks that investors have priced in future growth too quickly, and
says the miner has not yet earned the premium rating that the market has given
it. CSFB says that thermal coal prices have dropped sharply since Xstrata's
listing in March, while earnings are under pressure from movements in the
Australian dollar and the rand. Bradford
& Bingley ticked up 1p at 325p ahead of its promotion to the FTSE 100
today, filling the slot vacated by PowerGen after completion of its 725p-a
share purchase by Germany's E.ON. Cable and Wireless, up 3p at 171p, was the
second most heavily traded blue chip after a single block of 70 million shares
--or a 2.9 per cent stake --changed hands at 168p. Dealers reckon that the
transaction was one side of a derivatives-related deal handled by Dresdner
Kleinwort Wasserstein. Compass,
the catering company, ticked up 1p to 399p, despite fears that it will
struggle to find buyers for its Travelodge and Little Chef businesses. The
main potential bidders cited last week --Whitbread, Six Continents, 3p better
at 670p, and Accor of France --have all privately ruled themselves out. GILT-EDGED:
UK government bonds were trapped in a tight range, caught between the strong
Nationwide house price survey and weak PMI and CIPS data. The September gilt
future eased 2p to Pounds 112.71. Treasury 5 per cent 2004 gained 2p at Pounds
100.59, and Treasury 8 per cent 2021 was off 7p at Pounds 137.39. NEW YORK: Wall Street shares dropped. The technology sector led the market's retreat, as investors braced themselves for the next big US accounting blow-up and fretted over corporate America's soggy profit prospects. The Dow Jones industrial average ended the day 133.33 points down at 9,109.93.
Six Continents Hotels,
Inc. (www.6C.com), the world’s leading global hotel group, has appointed
Stevan Porter president of Six Continents Hotels - the Americas, following
John Sweetwood’s decision to leave the company to pursue other
opportunities. CORNELL UNIVERSITY SCHOOL OF HOTEL ADMINISTRATION BRINGS PROFESSIONAL EDUCATION ONLINE WITH eCORNELL
HEDNA AND HSA
INTERNATIONAL OFFER INTENSIVE TWO-DAY HEDNA UNIVERSITY COURSES IN FOUR
ASIA/PACIFIC LOCATIONS IN 2002 The Hotel Electronic
Distribution Network Association (HEDNA) and HSA International have joined
together to present the For additional information, please visit www.hedna.org 2002
HOSPITALITY INVESTMENT SURVEY FINDS DECLINING VALUES DUE TO AN UNCERTAIN
MARKET: PKF CONSULTING Debt and Equity Investors Reveal a
Wait-and–See Attitude The
2002 Hospitality Investment Survey, released today, reveals that the recession
and terrorist attacks of 2001 have had a significant effect on hotel
investors’ perceptions of the market. The investment survey was
prepared by Atlanta-based PKF Consulting and its research affiliate, The
Hospitality Research Group (HRG). Both lenders and equity providers of
investment-grade hotel properties completed the survey between April and June
2002. Beginning
in mid-2001, the majority of lenders have all but discontinued providing
long-term financing for most hotel properties, particularly within the
limited-service segment. On the equity side, buyers and sellers of
quality lodging properties are not in synchronization, as buyers are searching
for good deals in a soft market while owners, most of whose loans are still
within acceptable debt service coverage ratio limits, are not inclined to sell
in a down market. What
began as a slowdown in the U.S. lodging market in the third quarter of 2000
continued through year-end 2001, as operating results nationwide
declined. According to PKF Consulting’s Trends in the Hotel Industry
– USA, the major US markets experienced a 10.2 percent decline in RevPAR in
2001, as compared to the previous year’s results. “Much uncertainty
exists for investors in the lodging market because there is little evidence
that RevPAR will increase past historic levels in the near future” said
Scott Smith, MAI, Vice President of PKF Consulting. “Lenders and
equity providers largely have a wait-and-see attitude towards financing hotel
properties.” Forecasts from the HRG/Torto Wheaton Research Hotel
Outlook econometric model indicate that, as a group, the major metropolitan
markets will not surpass their 1999-2000 RevPAR levels until 2004.
The
survey of both equity and debt investors reflects the added risk associated
with estimating future cash flows in these uncertain times. While
overall capitalization rates remain stable, the decrease in net operating
income, coupled with uncertainty in the market, has resulted in decreasing
values. Survey
Results The
results of the investor survey tend to bear out the preceding
observations. On the equity side, the overall capitalization rate for
all properties so far for 2002 is 11.20 percent, similar to the 11.26 percent
capitalization rate recorded by this survey in 2000. The 2002 yield, or
discount rate, is 16.31 percent, which is higher than any previous year since
the inception of this survey in 1982. The holding period, increased from
8.60 years in 2000 to 9.11 years in 2002, also indicates that investors are
waiting for the market to rebound and not taking the discount on today’s
values. Further, equity dividend rates, or cash-on-cash returns, continue to
provide good returns of approximately 9 percent. As the market appears
to be at the bottom of its investment cycle, owners are selling only those
assets that are distressed, over-leveraged, or not strategically
desirable. The recent sale of the Boston Marriott Copley Place by a
subsidiary of the reinsurance company Overseas Partners to Host Marriott is an
example of a sale of a nonstrategic asset. On
the debt side, loan-to-value ratios decreased and debt coverage ratios (DCR)
increased slightly. The loan-to-value ratio in 2002 is 63.60 percent,
which is the lowest it has been in the history of PKF Consulting’s investor
survey. The 2002 DCR is 1.52; this is higher than it has been recent
years, but lower than it was in 1992, when the DCR was 1.60. These debt
parameters indicate considerable lender caution for hotel loans. Comparative
investment criteria for the full-service and limited- service segments reveal
the desirability of the full-service segment as an investment vehicle in 2002
for equity investors, as the discount rate for limited-service properties has
increased considerably over previous years, thereby lowering property values. For
lenders, however, neither full-service nor limited-service properties provide
a considerably superior investment opportunity. “Limited-service
investment parameters are tracking full-service debt parameters closer than
any other time in the history of this survey” noted Jack Corgel, Ph.D.,
Managing Director of Applied Research for HRG. “The demand-side
protection afforded by limited-service properties against changes in travel
patterns, as well as the current low supply growth in the limited-service
sector, jointly contribute to the narrowing of spreads between limited-service
and full-service investment measures, specifically capitalization
rates.” This
survey did not include investment criteria for older properties approaching
functional and economic obsolescence. These properties are selling at
highly discounted levels, with capitalization rates of 200-to-300 basis points
higher than our reported 11.20 percent rate. Cash-on-cash return for
this type of property could range as high as 15 to 20 percent. Lenders
providing financing for this property type typically require a strong balance
sheet with loan-to-value ratios less than 60 percent. Contact
Gary Carr at PKF Consulting in San Francisco at 415-421-5378 to purchase a
copy of the complete 2002 Hotel Investors Survey. PKF Consulting is an international consulting and real estate firm specializing in the hospitality industry. The Hospitality Research Group, based in Atlanta, is its research affiliate. PKF Consulting and HRG, along with the PKF Consulting Capital Markets Group, are wholly owned subsidiaries of Hospitality Asset Advisors International, a U.S. Corporation. HAA International has offices in New York, Boston, Philadelphia, Washington DC, Atlanta, Houston, Dallas, Los Angeles, San Francisco, and Singapore TRENDS
IN MALAYSIA, SINGAPORE, THAILAND, NEW ZEALAND Malaysia - Malaysian travellers have become increasingly price sensitive, driven by special deals in markets driven by airlines. - The market is moving toward last-minute purchasing patterns as consumers hold out for better deals closer to actual travel dates. - Consumers still prefer to book through travel agents rather than direct. At this
stage only some retailers have Internet access. This is gradually changing as
more companies adopt the new technology. Several major retail groups have
consumer Internet sites that offer consumer newsletters and e-mail booking
facilities. - Consumers are increasingly using the Internet as a source of
holiday destination information. - www.australia.com delivered 204,230 pages
of information to Malaysian users in 2001, up 44% over 2001. Singapore - Singapore is the only market in Asia with a trend towards direct bookings, particularly for frequent independent traveller (FIT) packages. The medium- sized or smaller agents also go direct to product suppliers in an effort to increase their profit margin. - Consumers are driven by the best deal and are very price sensitive, generally waiting until the last minute to make a booking in the hope of obtaining a better deal. The airlines role in the FIT and part-packaged market - is predicted to expand with the continued enhancement of Internet booking capabilities. Airlines have largely driven the consumer trend to last minute bookings, with special deals and last minute offers. - For comprehensive travel services and planning complicated travel itineraries, most travellers still prefer to complete the travel purchase face-to-face with a retail travel agent. Airlines and large travel
agencies have been proactive in establishing e-commerce sites and services.
Major retail groups have consumer sites, with regular updates and last-minute
deals. - Incentives are provided for consumers to take advantage of the
convenience of booking point-to- point air tickets and hotel accommodation
online. - Increasing numbers of Singaporeans are using the Internet as a
source of destination information. www.australia.com delivered 720,893 pages
of information to users in Singapore in 2001 Ð up 57% over 2000. Thailand - The travel
industry runs consumer travel fairs to target peak travel periods in an effort
to capture business. - Thai consumers still prefer to book with a travel
agent. - A few travel agencies in Thailand have started to use the Internet as
a promotional vehicle. However, due to the relatively high cost of technology
in Thailand, Internet use by both travel trade and consumer is limited. -
www.australia.com delivered 199,448 pages to Thai Internet users in 2001, up
86% over 2000. - A small number of travel agents have access to the Internet
at their desks. Agents generally prefer to make reservations via traditional
computer reservation systems (CRSs) and by fax.E-mail usage is not high in
retail agencies. New Zealand - The New Zealand travel industry is dynamic and fiercely competitive, with traditional wholesale and retail distribution channels undergoing significant change as consumers become more savvy, waiting for and expecting deals, discounts and value add-ons when booking. - There is a trend toward direct bookings in the younger segments, particularly in mature gateway destinations that the consumer is comfortable with. Airlines are relying less on the traditional wholesale distribution system and are increasing their focus on direct sales to consumers, particularly via the Internet. - Consumers are very well informed on the available price and products and are extremely price-driven when making travel purchase decisions. - Consumers are predominantly using the Internet to research travel information and fares rather than booking online. However, online bookings are gradually increasing as security measures improve and consumer confidence increases. Online travel agencies travel.co.nz and travelonline.co.nz continue to provide aggressive trans- Tasman packages direct to consumers, mainly via their online consumerdatabases. - www.australia.com delivered nearly 360,000 pages of information to New Zealanders in 2001, up 5% over 2000. - The year 2002 has seen aggressive promotion of the site beginning with the launch of the ATCÕs new regional advertising campaign Discover Australia featuring a comprehensive online fulfillment component and advertising on related high-traffic sites designed to drive business to australia.com. SiliconValley.com -
Benson Lee, manager of the Crowne Plaza hotel in downtown San Jose, can
be excused for sounding a bit glum these days. Lodging-industry profits dipped 19.4 percent in 2001 --
the worst plunge in more than six decades -- and among the hardest-hit are San
Jose hotels that depend heavily on technology-related business travel. The Crowne Plaza draws many of its customers from the
San Jose McEnery Convention Center, one block away, where attendance over the
past 12 months is down 15 percent from the previous year. Lee has tried to lure travelers by lowering standard
room rates from about $200 last year to $159 this year, but it has not helped
much. Although the Crowne Plaza normally has at least 60 percent of its 239
rooms occupied this time of year, it averaged 45 percent full in June. ``We had a real rough month,'' Lee acknowledged. ``We
are not doing too well.'' Lee has plenty of company. The hotel industry has been
in a serious funk for more than a year because of the soured economy and the
Sept. 11 terrorist attacks, which discouraged both business and leisure
travel. The falloff in hotel profits last year was the first
decline in a decade, according to PKF Consulting, and the largest single-year
drop since 1938. That year also saw economic and world events depress travel:
The U.S. unemployment rate was at 19 percent in the midst of the Great
Depression, and German dictator Adolf Hitler invaded Austria at the brink of
World War II. Bay Area hotels have been having an especially
difficult time making money. Nationally, the average revenue per hotel room fell
about 9 percent from the first quarter of 2001 to the first quarter of this
year, according to Smith Travel Research. But Bay Area hotels did much worse.
Revenues over that period plummeted 24 percent at Oakland hotels, 30 percent
in San Francisco and San Mateo, and 33 percent in San Jose and Santa Cruz. ``It is scary,'' said John Southwell, general manager
of the Hilton San Jose & Towers, across the street from the Crowne Plaza
in San Jose. ``It's a whole new world.'' Business travelers A San Jose Convention & Visitors Bureau survey of
15 city hotels that book mainly business travelers found their room revenues
for May were 36 percent lower than in May 2001 and nearly half what they had
been in May 2000. San Jose hotels draw relatively few tourists. So when
businesses scaled back travel for meetings and conventions, those hotels did
not have many other customers to turn to. In 2000, San Jose and Santa Cruz
hotels were about 80 percent full, said Smith Travel Research. That rate
dropped to 64 percent in 2001. For the first four months of this year, hotels
averaged only 60 percent full. Things could get even dicier, because several new
hotels will open soon in the South Bay, adding to the competition for
customers. A 506-room Marriott is due to open next to the San Jose
McEnery Convention Center in March, and construction is expected to start this
year or next on a 254-room Courtyard by Marriott at Highway 87 and Santa Clara
Street. And in Cupertino, the 224-room Cypress Hotel -- which features
hand-painted ceilings and red mohair sofas -- plans to open Tuesday at DeAnza
and Stevens Creek boulevards. ``We didn't foresee a recession or a serious setback
for the high-tech industry,'' said Thomas LaTour, chairman of the San
Francisco-based Kimpton Hotel & Restaurant Group, which owns the Cypress.
``So that is a little disappointing.'' No one is sure when the U.S. lodging industry, whose
annual revenues exceed $100 billion, will bounce back. As LaTour put it,
``forecasting in this environment is treacherous, almost impossible.'' Some experts have predicted a rebound next year. But
Christine Smith, general manager of the Maple Tree Inn, a 181-room operation
on El Camino Real in Sunnyvale, is more pessimistic. ``I'm feeling, in this
area, it's going to be like 2004.'' A positive outcome from the downturn for travelers is
that some hotels have lowered room rates. A few places -- including the Hilton San Jose &
Towers and the newly expanded Fairmont San Jose -- have resisted cutting room
prices. But many others have dropped theirs substantially -- a pleasant
surprise to Nick Kohn, a 41-year-old furnace dealer and frequent traveler from
Michigan who stayed recently at the Crowne Plaza. ``I thought it was a pretty good rate,'' said Kohn, who
paid $115 for one night. That was about $45 less than what a preferred
customer would have paid in the past. Ripple effect Empty rooms, however, hurt those who make a living off
the travel trade. Business is down 15 percent so far this year at Frank &
Ron Hotel-Motel Supply in Oakland, which provides the lodging industry with
everything from tables and chairs to bathroom towels and air fresheners.
Partner Bob Kalyan said business is the worst he has seen in 25 years. Despite the empty rooms and some drastic cuts in room
rates, most analysts say the hotel industry is in no peril. In fact,
PricewaterhouseCoopers reported that because of cost-cutting at many hotels
and motels after Sept. 11, hotel profits should increase this year and in
2003. Moreover, while the average hotel's 2001 operating
profit margin was 10 percent lower than the year before, it was still a
relatively robust 29.4 percent, according to PKF Consulting, which specializes
in hotel research. ``We're not seeing any signs of hotels dropping like flies,'' said Gary Carr, a PKF representative. And with leisure travel generally expected to increase this year over last, he added, ``it seems to be getting better all the time.'' INBOUND
TRAVEL DROPPED 11% LAST YEAR Article
from the June issue of Lodging Magazine Travel to the United States
declined 11 percent in 2001, to 39.8 million international tourist arrivals,
according to preliminary full-year data released by the U.S. Department of
Commerce's Office of Travel and Tourism Industries. The contraction is
attributed primarily to the terrorist attacks of September 11 and weakened
economies in Europe, Asia, and South America. According to OTTI data,
total visitor arrivals fell 3 percent through August from record numbers in
2000. From September through December, monthly averages were off 29, 34, 29,
and 21 percent. "Unquestionably, the
U.S. suffered its single-worst year of decline given the combination of a
global economic slump and the September 11 attacks," says OTTI Director
Helen Marano. "Few industries could maintain growth in such a climate.
However, the 11 percent drop in arrivals [for the full year] reveals the
elasticity of travel to the United States." The Travel Industry
Association of America's Traveler Sentiment Index continued its steady
recovery in the first quarter, increasing 2.6 percent (to 103.7) following a
4.1 percent gain (to 101.1) in fourth quarter 2001. (By comparison, the index
posted its highest reading, 104.3, at its inception in first quarter 2000 and
its lowest, 96.7, in third quarter 2001. An index of 100 in Q1 2000 serves as
the baseline.) TIA attributes the first-quarter growth to increased consumer
interest in pleasure travel and favorable impressions about its affordability.
Based on quarterly
interviews with 1,000 adults who have taken at least one trip in the past
year, the index measures consumers' interest in and perceived ability to
travel. Among the five measured components—interest, time, finances,
affordability, and service quality—the "interest" (92) and
"affordability" (149.8) indices realized the most significant gains
from the previous quarter, rising 14.6 percent and 7.4 percent, respectively
(the affordability index achieved its highest reading to date.) Only the
service quality index experienced a decline, falling 9.4 percent to 103.1. More than 55 million
Americans are "geotourists" and another 100 million are moving in
that direction, according to a recent TIA study. Rather than a new, widespread
love of the outdoors, however, the large numbers are indicative of a
broadening of the term's meaning.
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