Shareholders’ Equity

Chapter 18

PowerPoint Authors:

Susan Coomer Galbreath, Ph.D., CPA

Charles W. Caldwell, D.B.A., CMA

Jon A. Booker, Ph.D., CPA, CIA

Cynthia J. Rooney, Ph.D., CPA

Copyright © 2013 by The McGraw-Hill Companies, Inc. All rights reserved.

The Nature of Shareholders’ Equity

Assets – Liabilities = Shareholders’ Equity

Net Assets

Amounts invested by shareholders

Sources of

Shareholders’

Equity

Amounts earned by corporation

Shareholders’ Equity

Paid-in Capital

Retained Earnings

Accumulated Other

Comprehensive Income

Other gains and losses not included in net income

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Financial Reporting Overview

Shareholders' Equity

Paid-in capital:

Captial stock:

Preferred stock - $100 par value; 1,000 shares

authorized; 400 shares issued and

outstanding

Common stock - $10 par value; 60,000 shares

authorized; 20,000 shares issued and

outstanding

Additional paid-in capital in excess of par value

From issuance of preferred stock

From issuance of common stock

Total paid-in capital

Retained earnings

Accumulated other comprehensive income:

Net unrealized holding gains (losses) on investments

Gains (losses) from foreign currency translation

Treasury stock (at cost)

Total shareholders' equity

$ 40,000

200,000

10,000

300,000

(35,000)

22,000

$ 550,000

121,500

(13,000)

(10,000)

$ 648,500

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Accumulated Other

Comprehensive Income

Accumulated other comprehensive income includes four types of gains and losses not included in net income.

Net holding gains (losses) on investments.

Gains (losses) from and amendments to postretirement benefit plans.

Gains (losses) from foreign currency translations.

Deferred gains

(losses) from derivatives.

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Accumulated Other

Comprehensive Income

Comprehensive income is reported periodically as it is created and also is reported as a cumulative amount.

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There are 2 options for reporting comprehensive income created during the reporting period .

The accumulated amount of comprehensive income is reported as a separate item of shareholders’ equity in the balance sheet.

As an additional section of the income statement.

As a separate statement immediately following the income statement

U.S. GAAP vs. IFRS

Terminology Differences

Capital stock:

Common stock.

Preferred stock.

Paid ‐ in capital—excess of par, common.

Paid ‐ in capital—excess of par, preferred.

Share capital:

Ordinary shares.

Preference shares.

Share premium, ordinary shares.

Share premium, preference shares.

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U.S. GAAP vs. IFRS

Terminology Differences

Accumulated other comprehensive income:

Net gains (losses) on investment ― AOCI.

Net gains (losses) foreign currency translation —AOCI.

Fair value adjustments not permitted.

Retained earnings.

Total shareholders’ equity.

Presented after liabilities

 Reserves:

Investment revaluation reserve.

Translation reserve.

Revaluation reserve.

Retained earnings.

Total equity.

Often presented before liabilities.

18-7

The Corporate Organization

Advantages of a corporation

Continuous existence

Easy ownership transfer

Easy to raise capital

Disadvantages of a corporation

Limited liability

18-8

Double taxation

Government regulation

Types of Corporations

Not-for-profit corporations include hospitals, charities, and government agencies such as FDIC.

Publicly-held corporations whose shares are widely owned by the general public.

Privately-held corporations whose shares are owned by only a few individuals.

18-9

Hybrid Organizations

S Corporation

Limited liability protection of a corporation.

Maximum number of owners.

Limited liability company

Limited liability protection of a corporation.

All owners may be involved in management without losing limited liability protection.

No limit on number of owners .

Limited liability partnership

Owners are liable for their own actions but not entirely liable for actions of other partners .

Double taxation avoided.

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The Model Business Corporation Act

Nature and location of business activities.

Number and classes of shares authorized.

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Articles of incorporation are filed with the state.

State issues a corporate charter.

Shares of stock issued.

Board of directors appoint officers.

Board of directors elected by shareholders.

Fundamental Share Rights

Right to vote.

Preemptive right to maintain percentage ownership.

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Right to share in profits when dividends are declared.

Right to share in distribution of assets if company is liquidated.

Authorized, Issued, and

Outstanding Shares

Authorized shares are the maximum number of shares of capital stock that can be sold to the public.

Issued shares are authorized shares of stock that have been sold.

Unissued shares are authorized shares of stock that never have been sold.

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Authorized, Issued, and

Outstanding Shares

Authorized

Shares

Outstanding shares are issued shares that are owned by stockholders.

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Issued

Shares

Outstanding

Shares

Retired shares have the same status as authorized but unissued shares.

Treasury

Shares

Retired

Shares

Unissued

Shares

Treasury shares are issued shares that have been reacquired by the corporation.

Capital Stock

Par value stock

Dollar amount per share is stated in the corporate charter.

Par value has no relationship to market value.

No-par stock

Dollar amount per share is not designated in corporate charter.

Corporations can assign a stated value per share

(treated as if par value).

Legal capital is . . .

The portion of shareholders’ equity that must be contributed to the firm when stock is issued.

The amount of capital, required by state law, that must remain invested in the business.

Refers to par value, stated value, or full amount paid for nopar stock.

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Capital Stock

Common stock is the basic voting stock of the corporation. It ranks after preferred stock for dividend and liquidation distribution. Dividends are determined by the board of directors.

Generally does not have voting rights.

Usually has a par or stated value.

Preferred

Stock

Dividend and liquidation preference over common stock.

May be convertible, callable, and/or redeemable.

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Preferred Stock Dividends

Are usually stated as a percentage of the par or stated value.

May be cumulative or noncumulative .

May be partially participating , fully participating , or nonparticipating .

Unpaid dividends must be paid in full before any distributions to common stock.

Dividends in arrears are not liabilities, but the per share and aggregate amounts must be disclosed.

18-17

U.S. GAAP vs. IFRS

Distinction between Debt and Equity for Preferred Stock

Preferred stock normally is reported as equity, but is reported as debt with the dividends reported in the income statement as interest expense if it is

“mandatorily redeemable” preferred stock.

Most non-mandatorily redeemable preferred stock (preference shares) also is reported as debt as well as some preference shares that aren’t redeemable. Under

IFRS (IAS No. 32), the critical feature that distinguishes a liability is if the issuer is or can be required to deliver cash (or another financial instrument) to the holder.

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Shares Issued for Cash

10,000 shares of stock are issued for $100,000 cash.

$1 Par

Value

Cash .......................................................

Common stock, par value ..............

Paid-in capital – excess of par ……

To record issue of common stock.

100,000

10,000

90,000

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No Par

Value

Cash .......................................................

Common stock .............................

To record issue of common stock.

100,000

100,000

No Par,

$1 Stated

Value

Cash ................................................................... 100,000

Common stock, stated value ..................... 10,000

Paid-in capital – excess of stated value …. 90,000

To record issue of common stock.

Shares Issued for

Noncash Consideration

Apply the general valuation principle by using fair value of stock given up or fair value of asset received, whichever is more clearly evident.

If market values cannot be determined, use appraised values.

18-20

More Than One Security

Issued for a Single Price

Allocate the lump-sum received based on the relative fair values of the two securities.

If only one fair value is known, allocate a portion of the lumpsum received based on that fair value and allocate the remainder to the other security.

Toys Inc. issued 5,000 shares of common stock, $10 par value, and 3,000 shares of preferred stock, $5 par value, for $450,000.

The market values of the common stock and preferred stock were $55 and $75, respectively.

Calculate the additional paid-in capital for each class of stock.

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More Than One Security

Issued for a Single Price

Common Stock

Preferred Stock

Total

Market*

$ 275,000

225,000

$ 500,000

* Market Value:

Common: $55 × 5,000 shares

Preferred: $75 × 3,000 shares

**Allocation:

Common: $450,000 × 55%

Preferred: $450,000 × 45%

% Allocation** Par^

55% $ 247,500

45% 202,500

$ 50,000

15,000

100% $ 450,000 $ 65,000

Excess^^

$ 197,500

187,500

$ 385,000

^ Par Value:

Common: $10 × 5,000 shares

Preferred: $5 × 3,000 shares

^^Excess:

Common: $247,500 - $50,000 par

Preferred: $202,500 - $15,000 par

Cash ............................................................................ 450,000

Common stock, $10 par .....................................

Paid-in capital – excess of par common ………..

Preferred stock, $5 par

Paid-in capital – excess of par preferred ……….

To record issue of common and preferred stock.

50,000

197,500

15,000

187,500

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Share Issue Costs

Registration fees

Underwriter commissions

Printing and clerical costs

Legal and accounting fees

Promotional costs

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Share issue costs reduce net proceeds from selling shares, resulting in a lower amount of additional paid-in capital.

Share Buybacks

A corporation might reacquire shares of its stock to . . .

 support the market price.

 increase earnings per share.

distribute in stock option plans.

issue as a stock dividend.

use in mergers and acquisitions.

Companies can account for the reacquired shares by retiring them or by holding them as treasury shares .

 thwart takeover attempts.

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Accounting for Retired Shares

When shares are formally retired, we reduce the same capital accounts that were increased when the shares were issued – common or preferred stock, and additional paid-in capital.

 Price paid is less than issue price.

5,000 shares of $2 par value stock that were issued for $20 per share are reacquired for $17 per share.

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Common stock ............................................................

Paid-in capital – excess of par common ……………....

Paid-in capital – share repurchase ……………..

Cash ………………………………………………..

To record repurchase and retirement of common stock.

10,000

90,000

15,000

85,000

Accounting for Retired Shares

 Price paid is more than issue price.

5,000 shares of $2 par value stock that were issued for $20 per share are reacquired for $25 per share.

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Common stock ............................................................

Paid-in capital – excess of par common ……………….

Paid-in capital – share repurchase ……………………..

Cash ………………………………………………..

To record repurchase and retirement of common stock.

10,000

90,000

25,000

125,000

Reduce Retained Earnings if the Paid-in capital—share repurchase account balance is insufficient.

Accounting for Treasury Stock

Treasury stock usually does not have:

Voting rights.

Dividend rights.

Preemptive rights.

Liquidation rights.

Treasury stock is reported as an unallocated reduction of total Shareholders’ Equity.

Acquisition of Treasury Stock

Recorded at cost to acquire.

Resale of Treasury Stock

Treasury Stock credited for cost.

Difference between cost and issuance price is (generally) recorded in paid-in capital—share repurchase.

18-27

Accounting for Treasury Stock

On 5/1/12, Photos-in-a-Second reacquired 3,000 shares of its common stock at $55 per share. On 12/3/13, Photos-in-a-Second reissued 1,000 shares of the stock at $75 per share. Which of the following would be included in the 12/3/13 entry?

a. Credit Cash for $165,000.

b. Debit Treasury Stock for $75,000.

c. Credit Treasury Stock for $55,000.

d. Credit Cash for $75,000.

May 1, 2012:

Treasury stock ..............................................

Cash ...................................................

To record purchase of treasury stock.

165,000

165,000

December 3, 2013:

Cash .............................................................

Treasury stock ....................................

Paid-in capital – share repurchase ….

To record reissue of treasury stock.

75,000

55,000

20,000

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18-29

Where We’re Headed

The FASB and IASB are working to establish a common standard for presenting information in the financial statements, An important part of the proposal involves the organization of elements of the balance sheet, statement of comprehensive income, and statement of cash flows into a common set of classifications.

A key feature of the new format is that each of the financial statements will include classifications by operating, investing, and financing activities (similar to the current statement of cash flows).

Operating and investing activities will be included within a new category, “business” activities. Each statement also will include three additional groupings: discontinued operations, income taxes, and multicategory transactions (if needed).

Retained Earnings

Represents the undistributed earnings of the company since its inception.

Balance January 1, 2013

Net income

Cash dividends

Balance December 31, 2013

$ 106,500

25,000

(10,000)

$ 121,500

The statement of retained earnings may also contain the correction of an accounting error that occurred in the financial statements of a prior period, called a prior period adjustment .

Any restrictions on retained earnings must be disclosed in the notes to the financial statements.

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Accounting for Cash Dividends

Declared by board of directors.

Creates liability at declaration.

Not legally required.

Requires sufficient

Retained Earnings and

Cash.

Declaration date

Board of directors declares a $10,000 cash dividend.

Record a liability.

Declaration Date:

Retained earnings ........................................

Dividends payable ..............................

To record declaration of cash dividend.

10,000

10,000

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Dividend Dates

Ex-dividend date

The first day the shares trade without the right to receive the declared dividend. (No entry)

Date of Record

Stockholders holding shares on this date will receive the dividend. (No entry)

Date of Payment

Record the dividend payment to stockholders.

Date of Payment:

Dividends payable ........................................

Cash ………………..............................

To record payment of cash dividend.

10,000

10,000

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Property Dividends

Distributions of noncash assets .

Record at fair value of noncash asset.

Recognize gain or loss for difference between book value and fair value.

18-33

Accounting for Stock Dividends

Distribution of additional shares of stock to owners.

No change in total stockholders’ equity.

No change in par values.

All stockholders retain same percentage ownership.

Small

Stock dividend < 25%

Large

Stock dividend > 25%

Record at current fair value of stock.

Record at par value of stock.

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Accounting for Stock Dividends

CarCo declares and distributes a 20% stock dividend on 5 million common shares. Par value is $1 and market value is $20. The required journal entry would be:

18-35

Retained earnings .....................................................

Common stock ………………………………….

Paid-in capital – excess of par common ……..

To record declaration and distribution of small stock dividend.

20,000,000

1,000,000

19,000,000

5,000,000 shares × 20 % = 1,000,000 shares issued × $20 = $20,000,000

Stock Splits

Stock splits change the par value per share and the number of shares outstanding, but the total par value is unchanged, and no journal entry is required.

Assume that a corporation had 3,000 shares of

$2 par value common stock outstanding before a 2–for–1 stock split.

Common Stock Shares

Before

Split

3,000

Par Value per Share

Total Par Value

$ 2.00

$ 6,000

After

Split

6,000

$ 1.00

$ 6,000

Increase

Decrease

No

Change

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Stock Splits Effected in the

Form of Large Stock Dividends

Matrix Inc. declares and distributes a 2-for-1 stock split effected in the form of a 100% stock dividend. The company has 1,000,000, $1 par value common stock outstanding. The stock is trading in the open market for

$14 per share. The per share par value of the shares is not to be changed.

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Paid-in capital – excess of par common ….................

Common stock ……………..…………………….

To record declaration and distribution of 2-for-1 stock split effected in the form of a 100% stock dividend.

1,000,000

1,000,000

Appendix 18 ─ Quasi Reorganizations

Purpose

To allow a company undergoing financial difficulty, but with favorable future prospects, to get a fresh start by writing down inflated assets and eliminating an accumulated balance in retained earnings.

Procedures

Assets and liabilities are revalued to reflect market values, with corresponding debits and credits to retained earnings.

The debit balance in retained earnings is eliminated first against additional paid-in capital, and then, if necessary, against common stock.

Retained earnings is dated to indicate when the new accumulation of earnings began.

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Quasi Reorganizations

Emerson-Walsch Corporation has incurred losses for several years. The board of directors voted to implement a quasi reorganization, subject to shareholder approval.

The balance sheet prior to restatement, in millions, follows :

Cash

Receivables

Inventory

Property, plant, and equipment (net)

Total assets

Liabilities

Common stock (800 million shares @$1)

Additional paid-in capital

Retained earnings (deficit)

Total liabilities and equity

(millions)

$ 75

200

375

400

$ 1,050

$ 400

800

150

(300)

$ 1,050

Fair values:

Inventory =

$300,000,000 and Property, plant, and equipment =

$225,000,000.

Let’s prepare the journal entries necessary for the quasi reorganization.

18-39

18-40

Quasi Reorganizations

To revalue assets

Retained earnings …………………………..................

250,000,000

Inventory ………………………………………….

Property, plant, & equipment ……………………

To record reduction to fair value of assets.

75,000,000

175,000,000

To eliminate the deficit in retained earnings

Paid-in capital – excess of par common ……..............

150,000,000

Common stock ………….……………………………….

400,000,000

Retained earnings ………………..………………

To eliminate the deficit in retained earnings.

550,000,000

$300,000,000 + $250,000,000

Quasi Reorganizations

Balance sheet immediately after restatement.

Cash

Receivables

Inventory

Property, plant, and equipment (net)

Total assets

Liabilities

Common stock (800 million shares @$.50)

Additional paid-in capital

Retained earnings

Total liabilities and equity

(millions)

$ 75

200

300

225

$ 800

$ 400

400

0

0

$ 800

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End of Chapter 18

18-42