ACCOUNTING FOR EQUITY PART 2 This presentation will cover key impacts a company's financial structure and shareholder value, including bonus issues, rights issues, Share Repurchases, reserves, and dividends. by JALILA BINTI JOHARI / SPE Bonus Issue: Definition and Accounting Treatment Definition of Bonus Issue Accounting Treatment Advantages of Bonus Issue A bonus issue, also known as a When a company issues a bonus issue, it Bonus issues can increase the scrip issue, is the process where transfers an equal amount from its liquidity of a company's shares, a company issues new shares to reserves (usually the share premium make the stock more affordable for its existing shareholders without account or general reserves) to the share smaller investors, and signal the any additional cost. This is a way capital account. This increases the company's financial strength and to capitalize on the company's number of outstanding shares without growth potential to the market. reserves and distribute the affecting the company's net worth or the shares proportionately. shareholders' proportionate ownership. Rights Issue: Definition and Accounting Treatment Definition Accounting Treatment A rights issue is an invitation to existing When a rights issue is announced, the shareholders to purchase additional company must record the new shares in shares in the company at a discounted its capital accounts. The difference price and in proportion to their existing between the issue price and the par value shareholdings. is recorded in the share premium account. Shareholder Impact Shareholders have the option to either subscribe to the rights issue or sell their rights in the market. Subscribing helps maintain their proportionate ownership in the company. ISSUED TO BONUS ISSUE AND RIGHT ISSUE PURPOSE MEDIUM VALUE BONUS ISSUE EXISTING SHAREHOLDER TO PAY DIVIDEND NOT INVOLVING ANY MONEY (F.O.C) USE THE EXISTING NOMINAL VALUE USED RETAINED PROFIT RIGHT ISSUE EXISTING SHAREHOLDER TO RAISE FUND MONEY/FUND USE EXISTING NOMINAL VALUE USAGE DO NOT USED RETAINED PROFIT BOTH OF THE SHARE IS ISSUED IN PRO-RATE BASIS: THE PROPORTION OF SHARE HELD BY THE SHAREHOLDER E.G. Issued at 1 for every 5-right issue Bonus issue – no par shares Blue Bhd has issued 6 million units of ordinary shares which were issued at RM3 per share. It plans to issue no-par bonus shares at RM 2.00 per share at one for every 6 shares held. The company will utilize its general reserves and retained earnings equally. Both accounts have balances before the bonus issue of RM2,500,000 and RM3,300,000 respectively. The shares are issued on 31 December 2021. Prepare journal entries. DR (RM) 15 December 2021 General Reserves 1,000,000 Retained earnings 1,000,000 Bonus Issue CR (RM) 2,000,000 (Being a bonus share derived from the general reserve and retained earnings) 31 December 2021 Bonus Share 2,000,000 Share capital (Issue of bonus shares at RM2 each) 2,000,000 Bonus issue at par value Blue Bhd has issued 5 million units of ordinary shares which were issued at RM2 per share. It plans to issue a bonus issue at RM 3.00 per share at one for every 5 shares held. The company will utilize its general reserves and share premium equally. Both accounts have balances before the bonus issue of RM2,500,000 and RM5,000,000 respectively. The retained profit accounts balance of RM1,500,000. The shares are issued on 31 December 2021. Prepare journal entries. DR (RM) 15 December 2021 General Reserves 1,500,000 Share premium 1,500,000 Bonus Issue CR (RM) 3,000,000 (Being a bonus share dividend derived from the general reserve) 31 December 2021 Bonus Share 3,000,000 Share capital (Issue of bonus shares at RM3 each) 3,000,000 RIGHT ISSUE – with no par shares Red Bhd. plans to raise RM4,000,000 capital through a right issue one for every five. The company has issued 5 million units of ordinary shares at RM2.00. Its plan to issue no par value shares at RM4.00 per share which currently selling at RM 4.80 per share. The right issue is fully underwritten, and the application is to be received by 15 December 2021. Assuming 800,000 shares were received from the existing shareholder. Subsequently, the shares are issued on 31 December 2021 Date DR 15 December 2021 Cash 3,200,000 Application Receivable Underwriter 3,200,000 800,000 Application Cash 800,000 800,000 Receivables Underwriter 31 December 2021 Application Share Capital CR 800,000 4,000,000 4,000,000 RIGHT ISSUE - par value D A TE 15 December 2021 DR Cash 3,200,000 Application Red Bhd. plans to raise RM4,000,000 capital through a right issue one for every five. The company has issued 5 million units of ordinary shares at RM1.00 shares issued at RM2.00. It plans to issue shares at RM4.00 per share which currently selling at RM 4.80 per share. The right issue is fully underwritten, and the application is to be received by 15 December 2021. Assuming 800,000 shares were received from the existing shareholder. Subsequently, the shares are issued on 31 December 2021 Receivable - Underwriter 3,200,000 800,000 Application Cash 800,000 800,000 Receivables - Underwriter 31 December 2021 Application Contributed Share Capital CR 800,000 4,000,000 4,000,000 Share Repurchase: Definition and Accounting Treatment Definition A Share Repurchase is a corporate action where a company repurchases its own outstanding shares, reducing the number of shares available on the open market. Purpose Viewed as a way to “distribute” company profits without paying dividends. Decreasing the supply of shares in the marketplace supports the price of remaining shares. Acquisition of a company’s own shares does not create an asset. Companies buy back shares to offset the increase in shares issued to employees in compensation plans Accounting Treatment Impact on Financials The repurchased shares are A Share Repurchase can recorded as a reduction in increase earnings per share, shareholders' equity on the improve return on equity, and balance sheet. The cash used to signal management's buy back the shares is debited, and confidence in the company's the share capital and share future prospects. premium accounts are credited. 10 Approach of Share Repurchase ▪ Companies are allowed to buyback their shares (ordinary shares) in the open market , through the share broker. ▪ The cost of buying the shares will include the market share price and plus the brokerage fees and commissions. ▪ According to the Sec 67A Co’s Act 1965, allow parties to implement Share Repurchase scheme: ➢Cancel the shares ➢Retain the share as treasury shares ➢Keep part as treasury shares and cancel the remainder 11 Purpose and condition for share buy back: ❑ Purpose: – To support share prices in time when the share prices are depressed – To distribute surplus cash to shareholder in lieu of dividend – To improve the capital structure of a company – To provide means to utilizing the surplus cash ❑ Condition: – The company is solvent at the date to purchase – The purchase is made through the stock exchange – The purchase is made through the good faith and the interest of the company 12 Current Legislation • Before Sept 1997, company registered in Malaysia are not allowed to purchase their own shares • After the 1997, the companies in Malaysia are allowed to buy back their shares, this will lead to a reduction in numbers of shares in the market. 13 Statutory Requirement: Under Sec 67A: ➢ Authorised by AoA ➢ Purchase price should not be more than 15% above the weighted average price of shares quoted ➢ The nominal value of the share cancelled must be transferred to CRR ➢ Cancellation shares must not be deemed to be a reduction of capital 14 Statutory Requirement: ➢ Share Repurchase must not cause public shareholding to fall below 25% ➢ May not result from the issued and paid-up capital falling below the minimum capital required. ➢ Sec 126 (3) of the new Co’s Act 2013 (same as Co’s Act 1965) specifies that the treatments for own shares repurchase: ➢To cancel the share repurchase ➢To retain shares as treasury shares ➢To retain part in treasury shares and cancel the remainder 15 Capital Maintenance: • Original Co’s Act 1965 (Sec 67A) allow the use of share premium (SP) or retained earnings (RE) to provide the cost of share repurchased • The nominal value of the share cancelled should be replaced by a transfer of SP or RE to capital redemption reserve. • Co’s Act 2013, Sec 126 (11) When own shares are purchased and cancelled, the costs of the shares shall be applied in the reduction of the profits otherwise available for distribution as dividend i.e. retained profits. • The option of using the share premium account is NO LONGER APPLIACABLE under the NPV SHARE regime ILLUSTRATION 1 Co X Bhd purchases 10,000 of its own shares at a price of RM3.00 per share. Transaction costs amount to RM500. The company chooses to cancel the shares repurchase. It has a sufficient share premium balance to provide for the costs of the share repurchased. PV Regime: NPV Regime Dr Share Cap 10,000 Dr Cont. Share Cap 30,500 Share Pre Cr Cr Cash 30,500 Cash 30,500 CRR 10,500 30,500 Dr Retained Profits 30,500 Cr Cont. Share Cap 30,500 17 Accounting for Treasury Stock (TS): i. Conceptual Recognition issue: a. Is TS can be considered as an asset? ❑ Such as investment ❑ Do not satisfy the recognition of asset criteria ❑ When the share repurchase means there is no share outstanding ❑ Derecognition of share amounts of outstanding share in issue b. Under the statues the share repurchased are not required to be cancelled. ❑ MFRS 132 – Fin Instruments: Presentation – share repurchases is deduction from equity not financial asset Total Cap (-) Treasury Shares 18 Accounting for Treasury Stock (TS): • Treatment for TS: Sec 126 (6) Co’s Act 2013 • Distribute the TS as dividend • Resell the TS • Transfer of shares for the purpose of employee share scheme • Sell . Transfer or otherwise use the treasury share as required by Minister • The different of reissued price and the carrying value of TS should be adjusted to or against equity. • The TS may be reissued in the open market when the market conditions improved 19 Accounting for Treasury Stock: • • • • • Purchase of treasury stock is viewed as a temporary reduction of shareholders’ equity Cost of acquiring the shares is “temporarily” debited to the treasury stock account Shares are considered to be issued, but not outstanding Purchase of treasury stock and its subsequent resale is considered to be a “single transaction” This approach to accounting for treasury stock is referred to as the “cost method” 20 Co X Bhd purchases 10,000 of its own shares at a price of RM3.00 per share. Transaction costs amount to RM500. The company chooses to retain the shares as treasury shares. It has a sufficient PROFIT balance to provide for the costs of the share repurchased. ILLUSTRATION 2 21 Journal Entries: Dr Treasury Shares, at cost 30,500 Cr Cash 30,500 (Being purchase of own shares and held in treasury) If the treasury shares are subsequently cancelled: Dr Retained Earnings 30,500 Cr Treasury Shares 30,500 If the treasury shares are subsequently sold at a price of RM4.00 per share: Dr Cash 40,000 Cr Treasury Shares, at cost 30,500 Contributed share capital 9,500 Comparison of Share Retirement and Treasury Stock Accounting—Share Repurchase Comparison of Share Retirement and Treasury Stock Accounting—Share Repurchase case 1 Comparison of Share Retirement and Treasury Stock Accounting—Share Repurchase case 2 Reporting Share Buyback in the Balance Sheet 26 Resale of Shares: • Subsequent sale of shares after shares are retired is recorded exactly like any sale of shares • Resale of treasury shares is viewed as the consummation of the “single transaction” begun when the treasury shares were purchased – Allocating the cost of treasury shares occurs when the shares are resold Comparison of Share Retirement and Treasury Stock Accounting— Subsequent Sale of Shares Comparison of Share Retirement and Treasury Stock Accounting— Subsequent Sale of Shares Dividend: Definition, Types, and Accounting Treatment Definition Types Accounting Treatment Implications Dividends are cash Common types of dividends When a company declares a Dividends affect investor payments made by a include regular cash dividend, it records a liability returns and a company's access company to its dividends, special dividends, on its balance sheet. The cash to capital. Careful dividend shareholders. They stock dividends, and stock payment then reduces the policy decisions balance represent a portion of splits. The choice of company's assets and shareholder interests with a the company's profits dividend type depends on shareholders' equity. Dividends company's growth and distributed to investors the company's financial can impact financial ratios and reinvestment needs. who own the company's situation and objectives. a company's reported stock. earnings. • Distributions of assets the company has earned on behalf of its shareholders Dividend Dividends paid > Assets earned by the company Management is returning to shareholders a portion of their investments • Designates a portion of the balance as being unavailable for dividends • Indicated by a disclosure note to the financial statements • Rarely, a formal journal entry may be used to reclassify a portion of retained earnings to an “appropriated” retained earnings account • A restriction of retained earnings communicates management’s intention to withhold assets represented by a specified portion of the retained earnings balance Cash Dividend • No legal obligation exists for paying dividends to shareholders • Liability is not recorded until a company’s board of directors votes to declare a dividend Directors declared a cash dividend Retained earnings are reduced Liability is recorded Before the payment can be made, a listing must be assembled of shareholders entitled to receive the dividend Cash Dividend Date of record • Stated specific date as to when the determination will be made of the recipients of the dividends • Registered owners of shares of stock on this date are entitled to receive the dividend To be a registered owner An investor must purchase the shares before the ex-dividend date Usually is one business day before the date of record Illustration: Cash Dividend • On June 1, the board of directors of Craft Industries declares a cash dividend of $2 per share on its 100 million shares, payable to shareholders of record June 15, to be paid July 1: Illustration: Preference Dividend The shareholders’ equity section of Corbin Enterprises includes the items shown below. The board of directors declared dividends of $360,000, $500,000, and $700,000 in its first three years of operation—2023, 2024, and 2025 respectively. Note: The preferred shareholders are entitled to dividends of $480,000 (8% × $6,000,000). Determine the amount of dividends to be paid to preferred and common shareholders in each of the three years, assuming that the preferred stock is cumulative and nonparticipating. Reserves: Types and Accounting Treatment Retained Earnings Capital Reserves Legal Reserves The accumulated profits of a Reserves created from Reserves mandated by law, company that have been capital surpluses, such as often a percentage of net reinvested rather than from share premiums or profits, to provide a buffer distributed as dividends. asset revaluations. against losses. Reserves play a crucial role in a company's financial health and growth. They provide a cushion against unexpected losses, fund future investments, and signal financial stability to stakeholders. Proper accounting and management of different reserve types is essential for a company's long-term sustainability. THANK YOU