11-1 Stockholders’ Equity: Paid-In Capital Chapter 11 Copyright © 2015 McGraw-Hill Education. All rights reserved. No reproduction or distribution without the prior written consent of McGraw-Hill Education. 1 LEARNING OBJECTIVE 11-1: Explain the advantages and disadvantages of organizing a business as a corporation. 11-2 2 11-2 Corporations An entity created by law. Existence is separate from owners. Ownership can be Privately, or Closely Held Has rights and privileges. Publicly Held 11-3 3 Advantages of Incorporation Limited personal liability for stockholders Transferability of ownership Professional management Continuity of existence 11-4 4 11-3 Disadvantages of Incorporation Heavy taxation Greater regulation Cost of formation Separation of ownership and management 11-5 5 Formation of a Corporation • Each corporation is formed according to the laws of the state where it is located. The costs associated with incorporation are usually expensed immediately, but amortized over 5 years for tax purposes. • The application for corporate status is called the Articles of Incorporation. 11-6 6 11-4 LEARNING OBJECTIVE 11-2: Distinguish between publicly owned and closely held corporations 11-7 7 Publicly Owned Corporations Face Different Rules By law, publicly owned corporations must: Prepare financial statements in accordance with GAAP. Have their financial statement audited by an independent CPA. Comply with federal securities laws. Submit financial information for SEC review. 11-8 8 11-5 LEARNING OBJECTIVE 11-3: Explain the rights of stockholders and the roles of corporate directors and officers 11-9 9 Rights of Stockholders Voting (in person or by proxy). Rights Stockholders Proportionate distribution of dividends. Proportionate distribution of assets in a liquidation. 11-10 10 11-6 Rights of Stockholders Corporate Organization Chart Ultimate control Stockholders usually meet once a year. 11-11 11 Functions of the Board of Directors Corporate Organization Chart Primary functions are to set corporate policies ad protect stockholders. 11-12 12 11-7 Functions of the Corporate Officers Corporate Organization Chart Contractual and legal representation Chief Accountant Custodian of funds 11-13 13 Stockholder Records in a Corporation Stockholder ledgers are often maintained by a stock transfer agent or stock registrar. Stockholders usually meet once a year. Each unit of ownership is called a share of stock. Stock certificates serve as proof that a stockholder has purchased shares. When the stock is sold, the stockholder signs a transfer endorsement on the back of the stock certificate. 11-14 14 11-8 LEARNING OBJECTIVE 11-4: Account for paid-in capital and prepare the equity section of a corporate balance sheet 11-15 15 Stockholders’ Equity of a Corporation Stockholders' equity is increased in two ways. Contributions by investors in exchange for capital stock. Retention of profits earned by the corporation. Paid-in Capital Retained Earnings 11-16 16 11-9 Authorization and Issuance of Capital Stock Authorized Shares The maximum number of shares of capital stock that can be sold to the public. 11-17 17 Authorization and Issuance of Capital Stock Authorized Shares Usually shares are sold through an underwriter. Issued shares are authorized shares of stock that have been sold. Unissued shares are authorized shares of stock that never have been sold. 11-18 18 11-10 Authorization and Issuance of Capital Stock Outstanding shares are issued shares that are owned by stockholders. Authorized Shares Issued Shares Outstanding Shares Treasury Shares Unissued Shares Treasury shares are issued shares that have been reacquired by the corporation. 11-19 19 Stockholders’ Equity Par value is an arbitrary amount assigned to each share of stock when it is authorized. Market price is the amount that each share of stock will sell for in the market. 11-20 20 11-11 Stockholders’ Equity Common stock can be issued in three forms: Par Value Common Stock No-Par Common Stock Stated Value Common Stock Let’s examine this form of stock. All proceeds credited to Common Stock Treated like par value common stock 11-21 21 Issuance of Par Value Stock Record: 1. The cash received. 2. The number of shares issued × the par value per share in the Common Stock account. 3. The remainder is assigned to Additional Paid-in Capital. Assume a corporation issues 10,000 shares of its $2 par value stock for $8 per share. 11-22 22 11-12 Issuance of Par Value Stock Assume a corporation issues 10,000 shares of its $2 par value stock for $8 per share. Description Cash Common Stock Additional Paid-in Capital Debit Credit 80,000 20,000 60,000 10,000 × $2 = $20,000 11-23 23 Issuance of Par Value Stock Stockholders' Equity with Common Stock Stockholders' Equity Contributed capital: Common stock - $2 par value; 50,000 shares authorized; 10,000 shares issued and outstanding Additional paid-in capital Total Paid-in Capital Retained earnings Total stockholders' equity $ 20,000 60,000 $ 80,000 150,000 $ 230,000 11-24 24 11-13 Brief Exercise: 11.1, 11.2 11-25 25 LEARNING OBJECTIVE 11-5: Contrast the features of common stock with those of preferred stock. 11-26 26 11-14 Common Stock and Preferred Stock The following stockholders’ equity section illustrates the balance sheet presentation for a company that has both common and preferred stock outstanding. Stockholders' equity: Preferred stock, 9% cumulative, $100 par value, authorized 100,000 shares, issued and outstanding 50,000 shares Common stock, $5 par value, authorized 3,000,000 shares, issued and outstanding 2,000,000 shares Additional paid-in capital: Preferred stock Common stock Total paid-in capital Retained earnings Total stockholders' equity $ 5,000,000 10,000,000 500,000 20,000,000 35,500,000 17,500,000 $ 53,000,000 11-27 27 Preferred Stock A separate class of stock, typically having priority over common shares in . . . Dividend distributions (rate is usually stated). Distribution of assets in case of liquidation. Other Features Include: Cumulative dividend rights. Usually callable by the company. Normally has no voting rights. 11-28 28 11-15 Cumulative Preferred Stock Cumulative Dividends in arrears must be paid before dividends may be paid on common stock. Vs. Noncumulative Undeclared dividends from current and prior years do not have to be paid in future years. 11-29 29 Stock Preferred as to Dividends Assume that a corporation is organized on January 1, 2013, with 10,000 shares of $8 preferred stock and 50,000 shares of common stock. If the preferred stock is noncumulative, the $8 per share dividend does not carry forward if it is not paid each year. On the other hand, if the preferred stock is cumulative, the $8 per share dividend carries forward to future years if it is not paid and the accumulated amount must be paid before any dividend can be paid on common stock. Assume that the $8 preferred dividend is paid in 2013, a partial dividend of $2 per share is paid on preferred stock in 2014, and no preferred dividend is paid in 2015. 11-30 30 11-16 Other Features of Preferred Stock I just converted 100 shares of preferred stock into 1,000 shares of common stock and ended up with a higher dividend yield! Gee, I can’t do that with MY preferred stock! Some preferred stock is convertible into shares of common stock. 11-31 31 The Primary Sources of Corporate Equity 11-32 32 11-17 Book Value per Share of Common Stock Preferred stock and preferred dividends in arrears are deducted from total stockholders’ equity. Total Stockholders’ Equity Number of Common Shares Outstanding Book Value ≠ Market Value 11-33 33 Book Value With Both Preferred and Common Stock Hart Company has paid no dividends in the current year. As of December 31st, dividends in arrears on cumulated preferred stock total $80,000. All equity belongs to common stockholders except the $1,000,000 applicable to preferred stock and the $80,000 dividends in arrears. Here is the calculation of book value for common stock: Total stockholders' equity Less: Equity of preferred stockholders" Par value of preferred stock Dividends in arrears Equity of common stockholders Number of common shares outstanding Book value per share of common stock $ 2,380,000 $ 1,000,000 80,000 1,080,000 1,300,000 50,000 $ 26.00 11-34 34 11-18 Brief Exercise: 11.3, 11.4, 11.5, Exercise: 11.3, 11.4, Problem Set A: 11.4A, 11.5A Problem Set B: 11.4B, 11.5B 11-35 35 LEARNING OBJECTIVE 11-6: Discuss the factors affecting the market price of preferred stock and common stock 11-36 36 11-19 Market Value Accounting by the issuer. Common stock is carried at original issue price. Accounting by the investor. Investments in marketable securities are carried at market value. 11-37 37 Market Price of Preferred Stock Factors affecting market price of preferred stock: • Dividend rate • Risk • Level of interest rates The return based on the market value is called the “dividend yield.” 11-38 38 11-20 Market Price of Common Stock Factors affecting market price of common stock: Investors’ expectations of future profitability. Risk that this level of profitability will not be achieved. Changes in market value have no impact on the books of the issuer. 11-39 39 Brief Exercise: 11.6, 11.7 Exercise: 11.5, 11.6, 11.7, 11.8, Problem Set A: 11.1A, 11.2A, 11.3A, 11.6A Problem Set B: 11.1B, 11.2B, 11.3B, 11.6B 11-40 40 11-21 LEARNING OBJECTIVE 11-8: Explain the purpose and effects of a stock split 11-41 41 Stock Splits Companies use stock splits to reduce market price. Outstanding shares increase, but par value is decreased proportionately. Ice Cream Parlor Stock Splits Now Available 11-42 42 11-22 Stock Split Assume that Felix Corporation has 1,000,000 shares of $10 par value common stock outstanding with a market price of $90 before a 2–for–1 stock split. Common Stock Shares Before Split 1,000,000 Par Value per Share $ 10.00 Total Par Value $ 10,000,000 After Split 2,000,000 $ 5.00 $ 10,000,000 Increase Decrease No Change 11-43 43 Brief Exercise: 11.8, Exercise: 11.10 11-44 44 11-23 LEARNING OBJECTIVE 11-9: Account for treasury stock transactions 11-45 45 Treasury Stock No voting or dividend rights Treasury shares are issued shares that have been reacquired by the corporation. When stock is reacquired, the corporation records the treasury stock at cost. 11-46 46 11-24 Recording Purchases of Treasury Stock Riley Corporation reacquires 1,600 of its own $5 par common shares in the open market at $90 per share. Prepare the journal entry to record the purchase of treasury stock. Description Treasury Stock Cash Debit Credit 144,000 144,000 1,600 shares × $90 = $144,000 11-47 47 Recording Reissuance of Treasury Stock Riley Corporation reissued 1,000 shares of the treasury stock originally purchased for $90 per share. The shares were reissued at $115 per share. 1,000 shares × $115 = $115,000 Description Cash Treasury Stock Additional Paid-in Capital: Treasury Stock Debit Credit 115,000 90,000 25,000 1,000 shares × $90 cost = $90,000 11-48 48 11-25 Stockholders’ Equity Presentation Stockholders' Equity Contributed capital: Common Stock - $5 par value; 250,000 shares authorized; 100,000 shares issued (600 held in treasury) Additional Paid-in Capital: Common Stock Treasury Stock Total Paid-in Capital Retained earnings Subtotal Less: Treasury stock (600 x $90) Total Stockholders' equity $ 500,000 $ 800,000 25,000 1,325,000 650,000 1,975,000 54,000 1,921,000 $ $ $ 11-49 49 Stock Buyback Programs Some corporations have buyback programs, in which they repurchase large amounts of their own common stock. As a result of these programs, treasury stock has become a material item in the balance sheet of many corporations. Stock option plans are an important part of employee compensation for many companies. Treasury stock purchases are an effective means by which the company can have available the shares of stock needed to satisfy the requirement of stock option plans to issue the shares of stock to employees. 11-50 50 11-26 Financial Analysis and Decision Making Return on Total Assets = Return on Common Stockholders’ Equity = Net Income Average Total Assets Net Income Average Common Stockholders’ Equity 11-51 51 Brief Exercise: 11.9, 11.10 Exercise: 11.2, 11.9, 11.11, 11.13, 11.14 Problem Set A: 11.8A, 11.9A Problem Set B: 11.8B, 11.9B 11-52 52