Equity Financing - Learning Objectives 1. 2. 3. 4. 5. 6. 7. Identify the rights associated with ownership of common and preferred stock. Record the issuance of stock for cash, on a subscription basis, and in exchange for noncash assets or for services. Use both the cost and par value methods to account for stock repurchases. Account for the issuance of stock rights and stock warrants. Explain the difference between the intrinsic value and fair value methods, and use both in accounting for a fixed stock option plan. Distinguish between stock conversions that require a reduction in retained earnings and those that do not. List the factors that impact the retained earnings balance. 1 Learning Objectives 8. Properly record cash dividends, property dividends, small and large stock dividends, and stock splits. 9. Explain the background of unrealized gains and losses recorded as direct equity adjustments, and list the major types of equity reserves founds in foreign balance sheets. 10.Prepare a statement of changes in stockholders’ equity. 2 Common Stock The owners of common stock of a corporation can be thought of as the true owners of the business. Unless restricted by terms of the articles of incorporation, the common stockholder has certain basic rights. 3 Common Stock The right to vote in the election of directors and in the determination of certain corporate polices such as the management compensation plan or major corporate acquisitions. The right to maintain one’s proportional interest in the corporation through purchase of additional common stock if and when it is issued. 4 5 Common Stock Rex Corporation issued 5,000 shares of common stock with a par value of $1 on April 1, 2005, for $30,000 cash. Apr. 1 Cash Common Stock Additional Paid-In Capital 30,000 5,000 at25,000 Par Value Preferred Stock The title “preferred” stock is somewhat misleading. Preferred isn’t better; it’s different. 6 Preferred Stock The rights of ownership given up by preferred stockholders: • Voting: In most cases, preferred stockholders are not allowed to vote for the board of directors. • Sharing in success: The cash dividends received by preferred stockholders are usually fixed in amount. If the company does exceptionally well, preferred stockholders do not get to share in the success. 7 Preferred Stock The protection enjoyed by preferred stockholders is: • Cash dividend preference: Preferred stockholders are entitled to receive their full cash dividend before any cash dividend can be issued to common stockholders. • Liquidation preference: If the company goes bankrupt, preferred stockholders are entitled to have their investment repaid in full, before common stockholders receive anything. 8 Preferred Stock Cumulative Has the right to receive accumulated dividends before any dividends may be paid to common stockholders. NonCumulative Has no right to “passed” dividends. Participating Has claim to a portion of common dividends after receiving preferred dividends. 9 Preferred Stock Convertible Callable Redeemable 10 Permits the holder to exchange preferred stock for common stock. Permits the issuing company to redeem the preferred stock. Permits the holder to redeem the stock—usually with some restrictions. Preferred Stock Dividends on cumulative preferred stock that are passed are referred to as dividends in arrears. And… dividends are not a liability until declared by the board of directors. 11 Preferred Stock Participating preferred stock issues provide for additional dividends to be paid to preferred stockholders after dividends of a specified amount are paid to common stockholders. Callable preferred stock is preferred stock that is redeemable at the option of the corporation. Redeemable preferred stock is preferred stock that is redeemable at the option of the stockholder. 12 Capital Stock Issued for Cash Goode Corporation issued 4,000 shares of $1 par common stock on April 1, 2005, for $45,000 cash. Apr. 1 Cash Common Stock Paid-In Capital in Excess of Par 45,000 4,000 41,000 13 Capital Stock Issued for Cash On April 1, 2005, Goode Corporation issued 4,000 shares of no-par common stock without a stated value for $45,000 cash. Apr. 1 Cash Common Stock 45,000 45,000 14 Capital Stock Sold on Subscription On November 1, 2005, a firm received subscriptions for 5,000 shares of $1 par common at $12.50 per share with 50% down, balance due in 60 days. Nov. 1 Common Stock Subscription Receivable 62,500 Common Stock Subscribed 5,000 Paid-In Capital in Excess of Par 57,500 15 Capital Stock Sold on Subscription 16 On November 1, 2005, a firm received subscriptions for 5,000 shares of $1 par common at $12.50 per share with 50% down, balance due in 60 days. Nov. 1 Cash Common Stock Subscription Receivable 31,250 31,250 Capital Stock Sold on Subscription 17 On December 9, received balance due on one-half of subscribers and issued stock to fully paid subscribers, 2,500 shares. Dec. 9 Cash Common Stock Subscription Receivable 9 Common stock Subscribed Common Stock 15,625 15,625 2,500 2,500 Stock Issued for Consideration Other Than Cash AC Company issues 200 shares of $0.50 par value common stock in return for land. The company’s stock is currently selling for $50 per share. Dec. 5 Land Common Stock Paid-In Capital in Excess of Par 10,000 100 9,900 18 Stock Issued for Consideration Other Than Cash Assume that the land has a readily determinable market price of $12,000, but AC Company’s common stock has no established fair market value. Dec. 5 Land Common Stock Paid-In Capital in Excess of Par 12,000 100 11,900 19 20 Stock Repurchases Companies acquired their own stock to… 1. 2. 3. 4. 6. 7. Provide shares for incentive compensation and employee savings plans. Obtain shares needed to satisfy requests by holders of convertible securities. Reduce the amount of equity relative to the amount of debt. Invest excess cash temporarily. Remove some shares from the open market in order to protect against a hostile takeover. Improve per-share earnings by reducing the number of shares outstanding and returning inefficiently used assets to shareholders. Display confidence that the stock is currently undervalued by the market. Treasury Stock • Stock issued by a corporation but subsequently reacquired by and held in the name of the corporation and held for possible future reissuance or retirement. • Reported as a contra-equity account, not as an asset. • Does not create a gain or loss on reacquisition, reissuance, or retirement. • May decrease Retained Earnings, but cannot increase it. • There are two methods to account for treasury stock transactions: (1) Cost method and (2) Par value method 21 22 Treasury Stock Issued 10,000, $1 par value shares at $15 per share Cost Method Cash Common Stock. Paid-In Capital in Excess of Par 150,000 10,000 140,000 Par Value Method Cash Common Stock. Paid-In Capital in Excess of Par 150,000 10,000 140,000 23 Treasury Stock Reacquired 1,000 shares at $40 per share. Cost Method Treasury Stock Cash 40,000 40,000 Par Value Method Treasury Stock 1,000 Paid-In Capital in Excess of Par 14,000 Retained Earnings 25,000 Cash The balance 40,000 24 Treasury Stock Sold 200 shares of treasury stock at $50 per share. Cost Method Cash Treasury Stock Paid-In Capital from Treasury Stock 10,000 8,000 2,000 Par Value Method Cash Treasury Stock Paid-In Capital in Excess of Par 10,000 200 9,800 25 Treasury Stock Sold 500 shares of treasury stock at $34 per share. Cost Method Cash Paid-In Capital from Treasury Stock Retained Earnings Treasury Stock 17,000 2,000 1,000 20,000 Par Value Method Cash Treasury Stock Paid-In Capital in Excess of Par 17,000 500 16,500 26 Treasury Stock Retired remaining 300 shares of treasury stock. Cost Method Common Stock 300 Paid-In Capital in Excess of Par 4,200 Retained Earnings 7,500 Treasury Stock 12,000 Par Value Method Common Stock Treasury Stock 300 300 Stock Rights, Warrants, and Options Stock rights—Issued to existing shareholders to permit them to maintain their proportionate ownership interests when new shares are to be issued. Stock warrants—Sold by the corporation for cash, generally in conjunction with the issuance of another security. Stock options—Granted to officers or employees, usually as part of a compensation plan. 27 Stock Warrants Stewart Co. sells 1,000 shares of $50 par preferred stock for $58 per share. Stewart Co. gives the purchaser detachable warrants enabling the holders to subscribe to 1,000 shares of $2 par common stock for $25 per share. Immediately following the issuance of the stock, the warrants are selling for $3, and the fair market value of a preferred share without the warrant attached is $57. 28 Stock Warrants Value Total assigned to = issue warrants price Market value of warrants x Market value Market of security + value of without warrants warrants Value $3 = $2,900 assigned to = $58,000 x $57 + $3 warrants 29 30 Stock Warrants The entry on Stewart’s book to record the sale of the preferred stock with detachable warrants is: Cash Preferred Stock, $50 par Paid-In Capital in Excess of Par--Preferred Stock Common Stock Warrants 58,000 50,000 5,100 2,900 31 Stock Warrants If the warrants are exercised, the entry to record the issuance of common stock is: Common Stock Warrants Cash Common Stock, $2 par Paid-In Capital in Excess of Par—Common Stock 2,900 25,000 2,000 25,900 Stock Warrants 32 If these warrants were allowed to expired, what entry would be required? Common Stock Warrants 2,900 Paid-In Capital from Expired Warrants 2,900 Stock-Based Compensation On January 1, 2003, the board of directors of Neff Company authorize the grant of 10,000 stock options. Each option permits the purchase of one share of Neff common stock at $50 per share. The options vest or becomes exercisable on Jan 1, 2006. 33 Stock-Based Compensation The Oncompany January 1,estimates 2003, thea grant boarddate of value directors of $10 of Neff for each Company of the authorize employeethe stock grant options. of 10,000 Thestock total fair options. value Each of theoption options permits granted theis $100,000. purchase of Compensation one share of cost Neffis common allocatedstock over three at $50years per share. from January 1, 2003 (the grant date) to January 1, 2006 (the vesting date). 34 35 Stock-Based Compensation (Fair Value Method)* 2003 Dec. 31 Compensation Expense Paid-In Capital from Stock Options 33,333 33,333 $100,000 ÷ 3 Similar entries would be made in 2004 and 2005. * There is also the Intrinsic Value Method, in which case these entries would not be made. 36 Stock-Based Compensation (Fair Value Method)* On December 31, 2006, all 10,000 of the options are exercised to purchase Neff’s nopar common stock. 2006 Dec. 31 Cash 500,000 Paid-In Capital from Stock Options 100,000 Common Stock (no par) 600,000 * Under the intrinsic value method, the entry would have been: 2006 Dec. 31 Cash 500,000 Common Stock (no par) 500,000 37 Stock-Based Compensation (Fair Value Method)* If the options had been allowed to expired, the following entry would have been necessary on December 31, 2006: 2006 Dec. 31 Paid-In Capital from Stock Options Paid-In Capital from Expired Options 100,000 100,000 * The entry would have been the same under the Intrinsic Value Method. 38 Stock Conversions Case 1 On December 31, 2005, 1,000 shares of preferred stock (par $50 and original selling price of $60) are exchanged for 4,000 shares of common stock (par $1) 2005 Dec. 31 Preferred Stock, $50 par 50,000 Paid-In Capital in Excess of Par—Preferred 10,000 Common Stock Paid-In Capital in Excess of Par—Common 4,000 56,000 39 Stock Conversions Case 2 On December 31, 2005, 1,000 shares of preferred stock (par $50 and original selling price of $60) are exchanged for 4,000 shares of common stock (par $20) 2005 Dec. 31 Preferred Stock, $50 par Paid-In Capital in Excess of Par—Preferred Retained Earnings Common Stock 50,000 10,000 20,000 80,000 Accounting for Dividends • Declaration date: The date the corporation’s board of directors formally declares a dividend will be paid. • Date of record: The date on which stockholders of record are identified as those who will receive a dividend. • Date of payment: The date when the dividend is actually distributed to stockholders. 40 41 Cash Dividend ABC Corporation declares a $100,000 dividend; the following journal entries should be made: Declaration Date Dividends (or Retained Earnings) 100,000 Dividends Payable 100,000 Payment Date Dividends Payable Cash 100,000 100,000 Property Dividend It is a distribution to stockholders that is payable in some asset other than cash. 42 Property Dividend Bigley Corporation owns 100,000 shares in Tri-State Oil Co, carrying value $2,700,000, current market value $3,000,000, or $30 per share. There are 1,000,000 shares of Bigley stock outstanding. A dividend of 1/10 of a share of Tri-State Oil Co. is declared for each share of Bigley stock outstanding. 43 Property Dividend 44 Declaration of Dividend Dividend (or Retained Earnings) 3,000,000 Property Dividends Payable 2,700,000 Gain on Distribution of Property Dividend 300,000 Payment of Dividend Property Dividends Payable 2,700,000 Investment in Tri-State Oil Co. 2,700,000 45 Stock Dividends • Small – Less than 20-25% of the outstanding shares. – Debit Retained Earnings for the (post) MARKET value of the shares. • Large – Greater than 20-25% of the shares outstanding. – Debit Retained Earnings for the PAR value of the shares. Example 1: Stock Dividend • Assume the following about Gean, Inc.: – Common stock ($2 par, 10,000 shares outstanding) $20,000 – Additional paid-in capital $24,200 – Retained earnings $12,500 – Stock dividend declared 1,500 shares – Market price of stock $10/share Is this a large or small stock dividend?..Because 1,500 shares represent 15% of the outstanding stock, it is a small stock dividend. 46 Example 1: Stock Dividend Declaration Date Retained Earnings 15,000 Stock Dividends Distributable 3,000 Paid-In Capital in Excess of Par 12,000 Issuance Date Stock Dividends Distributable 3,000 Common Stock 3,000 47 Example 2: Stock Dividend • Assume the following about Gimli’s Corp.: – Common Stock ($5 par, 20,000 shares outstanding) $100,000 – Additional Paid-In Capital $100,000 – Retained Earnings $52,000 – Stock Dividend Declared 10,000 shares – Market Price of Stock $20/share Is this a large smalldividend stock dividend? 50% =orlarge 48 Example 2: Stock Dividend Declaration Date Retained Earnings 50,000 Stock Dividends Distributable 50,000 Issuance Date Stock Dividends Distributable 50,000 Common Stock 50,000 49 Unrealized Gains and Losses on Available-For-Sale Securities Available-for-sale securities are those that were not purchased with the immediate intention to resell… …but the company also doesn’t necessarily plan to hold these securities forever. 50 The impact of other income-related equity items Kendell had net income of $1,350. Other items that impacted net income are: Unrealized gain (loss) on availablefor-sale securities $100 (Increase) Decrease in minimum pension liability (60 ) Unrealized gain (loss) on derivative instruments (20 ) Foreign currency translation adjustment, increase (decrease) in stockholders’ equity 300 51 Unrealized Gains and Losses on Available-For-Sale Securities Net income $1,350 Other comprehensive income: Unrealized gain on available-forsale securities 60 Increase in minimum pension liability (36 ) Unrealized loss on derivative instruments (12 ) Foreign current transaction adjustments 180 Comprehensive income $1,542 52 Liquidating Dividend A liquidating dividend is a distribution representing a return to stockholders of a portion of contributed capital. See page 672 of text. 53 Disclosures Related to the Equity Section Capital stock may be: Authorized but unissued. Subscribed for and held for issuance pending receipt of cash for the full amount of the subscription price. Outstanding in the hands of stockholders. Reacquired and held by the corporation for subsequent reissuance. Canceled by appropriate corporate action. 54