Chapter 18 SHAREHOLDERS’ EQUITY McGraw-Hill /Irwin © 2009 The McGraw-Hill Companies, Inc. Slide 2 The Nature of Shareholders’ Equity Assets – Liabilities = Shareholders’ Equity Net Assets Sources of Shareholders’ Equity Amounts earned Amounts invested by shareholders Shareholders’ Equity Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income by corporation Other gains and losses not included in net income 18-2 Slide 3 The Corporate Organization Advantages of a corporation Continuous Existence Easy ownership transfer Easy to raise capital Limited liability Disadvantages of a corporation Double taxation Government regulation 18-3 Slide 4 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. 18-4 Slide 5 Hybrid Organizations S Corporation Double taxation avoided. • 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. 18-5 Slide 6 The Model Business Corporation Act • Nature and location of business activities. • Number and classes of shares authorized. • Number and classes of shares authorized. 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. 18-6 Slide 7 Fundamental Share Rights Right to vote. Right to share in profits when dividends are declared. Preemptive right to maintain percentage ownership. Right to share in distribution of assets if company is liquidated. 18-7 Slide 8 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. 18-8 Slide 9 Authorized, Issued, and Outstanding Shares Outstanding shares are issued shares that are owned by stockholders. Authorized Shares Issued Shares Retired shares have the same status as authorized but unissued shares. Outstanding Shares Treasury Shares Retired Shares Unissued Shares Treasury shares are issued shares that have been reacquired by the corporation. 18-9 Slide 10 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 no-par stock. 18-10 Slide 11 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. Usually has a par or stated value. Generally does not have voting rights. Preferred Stock Dividend and liquidation preference over common stock. May be convertible, callable, and/or redeemable. 18-11 Slide 12 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. 18-12 Slide 13 Comprehensive Income Comprehensive income includes four types of gains and losses that traditionally have been excluded from net income. Net holding gains (losses) on investments. Gains (losses) from and amendments to post retirement benefit plans. Deferred gains (losses) from derivatives. Gains (losses) from foreign currency translations. 18-13 Slide 14 Comprehensive Income Comprehensive income is reported periodically as it is created and also is reported as a cumulative amount. There are 3 options for reporting comprehensive income created during the reporting period. As an additional section of the income statement. The accumulated amount of comprehensive income is reported as a separate item of shareholders’ equity in the balance sheet. As part of the statement of shareholders’ equity. As a separate statement. 18-14 Slide 15 Shares Issued for Cash 10,000 shares of stock are issued for $100,000 cash. GENERAL JOURNAL Date $1 Par Value Description PR Cash Common Stock, par value Paid-in Capital in Excess of Par, Common Stock Page 1 Debit 100,000 10,000 90,000 GENERAL JOURNAL Date No Par Value Description PR Cash Common Stock Page 1 Debit Date Description Cash Common Stock, stated value Paid-in Capital in Excess of Stated Value Common Stock Credit 100,000 100,000 GENERAL JOURNAL No Par, $1 Stated Value Credit PR Page 1 Debit Credit 100,000 10,000 90,000 18-15 Slide 16 Issuing Stock for Noncash Assets 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. 18-16 Slide 17 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 lump-sum 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. 18-17 Slide 18 More Than One Security Issued for a Single Price Common Stock Preferred Stock Total Market* $275,000 225,000 $500,000 % Allocation** Par^ Excess^^ 55% $ 247,500 $ 50,000 $ 197,500 45% 202,500 15,000 187,500 100% $ 450,000 $ 65,000 $ 385,000 * Market Value: Common: $55 × 5,000 shares Preferred: $75 × 3,000 shares ^ Par Value: Common: $10 × 5,000 shares Preferred: $5 × 3,000 shares **Allocation: Common: $450,000 × 55% Preferred: $450,000 × 45% ^^Excess: Common: $247,500 - $50,000 par Preferred: $202,500 - $15,000 par GENERAL JOURNAL Date Description Cash Common Stock, par $10 Preferred Stock, par $5 Additional paid-in capital, Common Stock Additional paid-in capital Preferred Stock Page 1 PR Debit Credit 450,000 50,000 15,000 197,500 187,500 18-18 Slide 19 Share Issue Costs • Registration fees • Underwriter commissions • Printing and clerical costs • Legal and accounting fees • Promotional costs Share issue costs reduce net proceeds from selling shares, resulting in a lower amount of additional paid-in capital. 18-19 Slide 20 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. • thwart takeover attempts. I can account for the reacquired shares by retiring them or by holding them as treasury shares. 18-20 Slide 21 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. GENERAL JOURNAL Date Description Page 1 PR Common Stock Paid-in Capital in Excess of Par Paid-in Capital - Share Repurchase Cash Debit Credit 10,000 90,000 15,000 85,000 18-21 Slide 22 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. GENERAL JOURNAL Date Description Common Stock Paid-in Capital in Excess of Par Paid-in Capital - Share Repurchase Cash Page 1 PR Debit Credit 10,000 90,000 25,000 125,000 Reduce Retained Earnings if the Paid-in Capital – Share Repurchase account balance is insufficient. 18-22 Slide 23 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. 18-23 Slide 24 Accounting for Treasury Stock On 5/1/08, Photos-in-a-Second reacquired 3,000 shares of its common stock at $55 per share. On 12/3/09, Photos-in-aSecond reissued 1,000 shares of the stock at $75 per share. Which of the following would be included in the 12/3/09 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. GENERAL JOURNAL Date May 1, 2008 Dec. 3, 2009 Description PR Debit Treasury Stock Cash To record purchase of treasury stock. 165,000 Cash Treasury Stock Paid-in Capital-Share Repurchase 75,000 Page 1 Credit 165,000 55,000 20,000 18-24 Slide 25 Retained Earnings Represents the undistributed earnings of the company since its inception. Balance January 1, 2009 Net income Cash dividends Balance December 31, 2009 $ 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. 18-25 Slide 26 Example: Shareholders’ Equity Section of a Balance Sheet Shareholders' Equity Captial Stock: Common Stock - $10 par value; 60,000 shares authorized; 20,000 shares issued and outstanding $ Preferred Stock - $100 par value; 1,000 shares authorized; 400 shares issued and outstanding Additional paid-in capital From issuance of common stock From issuance of preferred stock Total paid-in capital Retained earnings Total stockholders' equity $ 200,000 40,000 300,000 10,000 550,000 121,500 671,500 18-26 Slide 27 Accounting for Cash Dividends Declared by board of directors. Not legally required. Creates liability at declaration. Requires sufficient Retained Earnings and Cash. Declaration date • • Board of directors declares the dividend. Record a liability. GENERAL JOURNAL Date Description Retained Earnings Dividends Payable Debit Credit XXX XXX 18-27 Slide 28 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. GENERAL JOURNAL Date Description Dividends Payable Cash Debit Credit XXX XXX 18-28 Slide 29 Property Dividends Distributions of noncash assets. Record at fair value of non-cash asset. Recognize gain or loss for difference between book value and fair value. 18-29 Slide 30 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 Large Stock dividend < 25% Stock dividend > 25% Record at current fair value of stock. Record at par value of stock. 18-30 Slide 31 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. Prepare the required journal entry. GENERAL JOURNAL Date Description Retained Earnings Common Stock Post. Ref. Page 21 Debit Credit 20,000,000 1,000,000 Paid-in Capital in Excess of Par 19,000,000 18-31 Slide 32 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 3,000shares of $2 par value common stock outstanding before a 2–for–1 stock split. Before Split Common Stock Shares After Split 3,000 Par Value per Share $ 2.00 Total Par Value $ 6,000 6,000 $ 1.00 $ 6,000 Increase Decrease No Change 18-32 Slide 33 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. GENERAL JOURNAL Date Description Paid-in Capital in Excess of Par Common Stock Post. Ref. Page 21 Debit Credit 1,000,000 1,000,000 18-33 Slide 34 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. 18-34 Slide 35 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. 18-35 Slide 36 Quasi Reorganizations To revalue assets GENERAL JOURNAL Date Description Page 43 Post. Ref. Retained Earnings Debit Credit 250 Inventory 75 Property, plant, & equipment 175 To eliminate the deficit in retained earnings GENERAL JOURNAL Date Description Page 43 Post. Ref. Debit Additional paid-in capital 150 Common stock 400 Retained earnings Credit 550 $300 + $250 18-36 Slide 37 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 $ $ $ 75 200 300 225 800 400 400 0 0 800 18-37 End of Chapter 18 McGraw-Hill /Irwin © 2009 The McGraw-Hill Companies, Inc.