Comparable analysis on ralph lauren (Question on fully diluted shares outstanding)

Hi all, 

Been trying to do a comparable analysis on ralph lauren (RL) to improve my skills and having trouble to determine the fully diluted shares amount. I know to have the Fully Diluted Shares Outstanding. I need to calculate the number Basic Shares Outstanding + In the Money Options & Warrants + In the Money Convertible Securities. While RL doesn't seems to have any convertible or options information in its latest 10-K/10-Q. They have RSUs (service-based, performance-based, market-based), after doing a few research, I knew I had to add up these data into my calculation as well. 

My question is how should I include these data?

1. Is it as simple adding up the number of shares of the RSUs, if yes, should I only included the vested amount or the nonvested amount?

2. If not, should I treated it similar to options and use TSM?
3. Based on the 10-K provided, it mentioned Dilutive effect of RSUs and stock options = 1.3 million (P95 of 10-K). Which I am having trouble to derive this number.  

4. The basic shares amount on the first page of 10-K is different than the appendix also found on P95, is it because of the time difference and they may be any shares buyback?

Information fetched from RL IR page

Any insights are appreciated. Thanks!

6 Comments
 

Based on the most helpful WSO content, here are some insights on how to handle fully diluted shares outstanding (FDSO) and the inclusion of RSUs:

Key Points to Consider:

  1. Basic Calculation of FDSO:

    • Basic Shares Outstanding: Start with the basic shares outstanding, which can be found on the first page of the 10-K.
    • In-the-Money Options & Warrants: Add any in-the-money options and warrants.
    • Convertible Securities: Include any in-the-money convertible securities.
  2. Restricted Stock Units (RSUs):

    • Types of RSUs: RSUs can be service-based, performance-based, or market-based.
    • Vested vs. Non-Vested: RSUs typically operate on a vesting schedule. Non-vested RSUs should generally not be included in the FDSO calculation until they vest. However, if you want to be conservative, you might consider including them.
  3. Treatment of RSUs:

    • Simple Addition: If you are simply adding the number of shares from RSUs, you should ideally include only the vested amount.
    • Treasury Stock Method (TSM): RSUs can be treated similarly to options using the TSM. This method accounts for the potential dilutive effect by assuming that the proceeds from the exercise of options are used to repurchase shares at the current market price.
  4. Deriving the Dilutive Effect:

    • Dilutive Effect of RSUs and Stock Options: The dilutive effect mentioned (1.3 million shares) can be derived using the TSM. This involves calculating the net new shares from options and RSUs by considering the proceeds from the exercise price and the current market price.
  5. Discrepancies in Basic Shares:

    • Time Differences: The difference in basic shares amount between the first page of the 10-K and the appendix could be due to timing differences, such as share buybacks or new issuances.

Steps to Include RSUs in FDSO Calculation:

  1. Identify Vested RSUs: Determine the number of vested RSUs from the 10-K.
  2. Apply TSM: Use the TSM to calculate the net new shares from RSUs. This involves:
    • Calculating the proceeds from the exercise of RSUs (if applicable).
    • Using these proceeds to repurchase shares at the current market price.
  3. Add to Basic Shares: Add the net new shares from RSUs to the basic shares outstanding.

Example Calculation:

  • Basic Shares Outstanding: 100 million (from 10-K).
  • In-the-Money Options: 1 million shares.
  • RSUs: 0.5 million vested RSUs.
  • Net New Shares from RSUs (using TSM): Assume proceeds from RSUs are used to repurchase 0.2 million shares.
  • Fully Diluted Shares Outstanding: 100 million (basic) + 1 million (options) + 0.3 million (net RSUs) = 101.3 million shares.

Conclusion:

To accurately determine the FDSO for Ralph Lauren, you should: - Include only vested RSUs or use the TSM for a more precise calculation. - Ensure you account for any timing differences in share counts due to buybacks or new issuances.

If you need further assistance, reviewing the specific details in the 10-K and applying the TSM method will help clarify the dilutive impact of RSUs and other securities.

Sources: DCF Modeling Course ~ Pre-training text.pdf, Bullet Proof Comps Recipe

I'm an AI bot trained on the most helpful WSO content across 17+ years.
 
Most Helpful

Hi,

You  should include both vested and unvested RSUs, is my view. The reason is that, for your purposes (which is not necessarily the same as an accounting point of view, since you're considering the company under a takeover scenario), all the RSUs are likely to vest. Under an acquisition, RSUs typically have an acceleration clause allowing them to vest ahead of their usual schedule (it's not the employee's fault that the company they worked for was acquired).

There's no TSM as the strike price for RSUs is effectively 0. You just add them.

Now, the nuance with Ralph Lauren is that a lot of their RSUs are performance-based. Should an employee get credit if the company is acquired when their performance conditions weren't met? Honestly there's no right answer. It might be hardcoded into the RSU documentation, or might have loose language that will have lawyers fighting over it in a real scenario. I'm going to go ahead and assume they get converted but in any real scenario it'll likely be a discussion point (there's no way you'll get a case study with something so complex).

The first page has the number as of a specific date while page 95 has the weighted average number of share over a time period (so yes this is impacted by share buybacks, new share issuances, etc.)

 

Hi 

Thanks for taking your time on this question. Really appreciate it! However regarding your answer, I would like to ask, when conducting comparable analysis, should I always assume a takeover scenario? 

 

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