Financial Accounting, Seventh Edition Chapter 11 Corporations: Organization, Stock Transactions, Dividends,and Retained Earnings Slide 13-1 The Corporate Form of Organization Characteristics that distinguish corporations from proprietorships and partnerships. Separate Legal Existence Limited Liability of Stockholders Transferable Ownership Rights Ability to Acquire Capital Advantages Continuous Life Corporate Management Government Regulations Additional Taxes Slide 13-2 Disadvantages Consolidated Statement of Retained Earnings 2012 2011 2010 $114,269 $135,866 $147,687 52,004 43,938 53,063 Cash Dividends (47,729) (18,360) (18,078) Stock Dividends (38,334) (47,175) (46,806) $80,210 $114,269 $135,866 Retained Earnings, at the beginning of year Net Earnings Retained Earnings at the end of the year Slide 13-3 3 Components of Stockholders’ Equity Authorized Shares: Total amount of stock that a corporation’s charter authorized it to sell. SHAREHOLDERS’ EQUITY: (in thousands of dollars) Dec 31, 2012 Dec 31, 2011 $ 25,450 $ 25,333 Class B common stock, $.69-4/9 par value— 40,000,000 shares authorized— 21,627,000 and 21,025,000 respectively, issued 15,018 14,601 Capital in excess of par value 547,576 533,677 Retained earnings, per accompanying statement 80,210 114,269 Accumulated other comprehensive loss (16,447) (19,953) Treasury stock (at cost) – 73,000 shares and 71,000 shares respectively (1,992) (1,992) $ 649,815 $ 665,935 Common Stock, $0.69-4/9 par value— 120,000,000 shares authorized— 36,649,000 and 36,479,000 respectively, issued Total shareholders’ equity Issued Shares: TOTAL shares that have been issued to stockholders. Treasury Stock: Shares which were purchased and are currently held by the company Slide 13-4 OUTSTANDING Shares = Issued Shares – Treasury Shares (NOTE: Dividends are ONLY paid on outstanding shares) Stock Issue Considerations Authorized Stock Charter indicates the amount of stock that a corporation is authorized to sell. Number of authorized shares is often reported in the stockholders’ equity section. Slide 13-5 Stock Issue Considerations Issuance of Stock Corporation can issue common stock directly to investors or indirectly through an investment banking firm. Factors in setting price for a new issue of stock: 1. the company’s anticipated future earnings 2. its expected dividend rate per share 3. its current financial position 4. the current state of the economy 5. the current state of the securities market An investment in GROUPON of $1,000 on Slide November 4, 2011 (Price 13-6 per share = $26.11) Is worth $235.54 on April 10, 2013 (Price per share = $6.15) Stock Issue Considerations Market Value of Stock Stock of publicly held companies is traded on organized exchanges. Interaction between buyers and sellers determines the prices per share. Prices set by the marketplace tend to follow the trend of a company’s earnings and dividends. Factors beyond a company’s control, may cause day-today fluctuations in market prices. Slide 13-7 Par Value and Market Value Par value is an arbitrary amount assigned to each share of stock when it is authorized. Market value is the amount that each share of stock will sell for in the market. Par Value = $0.001 Market Price (on April 10, 2, 2013) : $791.00 Slide 13-8 Corporate Capital Common Stock Paid-in Capital Account Preferred Stock Paid-in Capital in Excess of Par Account Account Two Primary Sources of Equity Retained Earnings Account Paid-in capital is the total amount of cash and other assets paid in to the corporation by stockholders in exchange for capital stock. Slide 13-9 Retained earnings is net income that a corporation retains for future use. Accounting for Common Stock Issuance Issuing Par Value Common Stock for Cash Rose Company issued 1,000 shares of common stock of $1 par value at par. Record the transaction. Rose Company issued 1,000 shares of $1 par value common stock for $70 per share. Record the transaction. Slide 13-10 Accounting for Common Stock Issuance Issuing Common Stock for Services or Noncash Assets Corporations also may issue stock for: Services (attorneys or consultants). Noncash assets (land, buildings, and equipment). Cost is either the fair market value of the consideration given up, or the fair market value of the consideration received, whichever is more clearly determinable. Slide 13-11 Accounting for Common Stock Issuance Illustration: Assume that attorneys have helped Tulips Company incorporate. They have billed the company $50,000 for their services, and agree to accept 5,000 shares of $1 par value common stock in payment of their bill. At the time of the exchange, there is no established market price for the stock. Prepare the journal entry for this transaction. Slide 13-12 Accounting for Common Stock Issues Daffodils Company exchanged 4,000 shares of $4 par common stock for a building. Market value of the building is $80,000. Record the transaction. Slide 13-13 Accounting for Common Stock Issuance Issuing No-Par Common Stock for Cash Assume that Jasmine Company issues 10,000 shares of $5 stated value no-par common stock for $18 per share. Record the journal entry. Prepare the entry assuming there is no stated value: Slide 13-14 Knowledge Check Question 1: Northern Company purchased a building in exchange for 20,000 shares of common stock with a par value of $1 per share. The building has a market value of $350,000, but has an outstanding mortgage balance of $250,000 (which is now being taken over by Northern). As result of this transaction, Northern Company’s accounting equation will NOT 1. 2. 3. 4. Slide 13-15 Show an increase in Show an increase in Show an increase in Show an increase in Assets of $350,000 Contributed Capital of $20,000 Stockholders’ Equity of $100,000 Liabilities of $250,000 Accounting for Treasury Stock Treasury stock - corporation’s own stock that it has reacquired from shareholders, but not retired. Corporations purchase their outstanding stock: 1. To reissue the shares to officers and employees under bonus and stock compensation plans. 2. To enhance the stock’s market value. 3. To have additional shares available for use in the acquisition of other companies. 4. To increase earnings per share. 5. To rid the company of disgruntled investors, perhaps to avoid a takeover. Slide 13-16 Accounting for Treasury Stock Purchase of Treasury Stock Debit Treasury Stock for the price paid to reacquire the shares. Treasury stock is a contra stockholders’ equity account, not an asset. Purchase of treasury stock reduces stockholders’ equity. Slide 13-17 Accounting for Treasury Stock Magnolia Company Stockholders' Equity 31-Dec-11 Common stock - $1 par value, 250,000 shares authorized, 100,000 shares issued and outstanding Paid-in capital in excess of par value Total paid-in capital Retained earnings Total stockholders' equity $ $ $ 100,000 400,000 500,000 35,000 535,000 On January 1, 2012, Magnolia Company purchased 1,000 shares of its own $1 par common stock for $8 per share. Record the transaction. Slide 13-18 Accounting for Treasury Stock Magnolia Company Stockholders' Equity 2-Jan-12 Common stock - $1 par value, 250,000 shares authorized, 100,000 shares issued and 99,000 shares outstanding Paid-in capital in excess of par value Total paid-in capital Retained earnings Total Paid in Capital and Retained Earnings Less: Treasury Stock (1,000 shares) Total Stockholders' Equity Slide 13-19 $ $ 100,000 400,000 500,000 35,000 $535,000 (8,000) $527,000 Treasury Stock is shown as a reduction in Stockholders’ Equity on the balance sheet. The number of shares issued (100,000), number of shares outstanding (99,000), and the number of shares held as treasury (1,000) are disclosed in the Stockholder’s Equity section. Accounting for Treasury Stock Disposal of Treasury Stock Above Cost Below Cost Both increase total assets and stockholders’ equity. Slide 13-20 Selling Treasury Stock Above Cost On March 1, 2012, Magnolia Company reissued 500 shares of treasury stock (originally purchased for $8 a share) for $12 per share. Record the transaction. Slide 13-21 A corporation does not realize a gain or suffer a loss from stock transactions with its own stockholders. Selling Treasury Stock Below Cost On April 1, 2012, Magnolia Company reissued 300 shares of treasury stock (originally purchased for $8 per share) for $3 per share. Record the transaction. Slide 13-22 Magnolia uses Paid-in Capital from Treasury Stock, if available, for the difference between cost and resale price of the shares. Selling Treasury Stock Below Cost On May 1, 2012, Magnolia Company reissued the remaining 200 shares of treasury stock (originally purchased for $8 per share) for $1 per share. Record the transaction. Slide 13-23 Knowledge Check Question 2: Southern Company’s Stockholders’ Equity section of its Balance Sheet on December 31, 2012 showed the following: Common Stock, $1 par value, 20,000 shares authorized and issued $20,000 Paid-in-Capital in excess of par – Common Stock 80,000 Treasury Stock, common, 2,000 shares (at cost) (40,000) Paid-in-Capital, Treasury Stock Retained Earnings Total Stockholders’ Equity 10,000 130,000 $200,000 On January 1, 2013, Northern Company reissued 2,000 shares of Treasury stock at a market price of $12 per share. The resulting journal entry will: 1. 2. 3. 4. Slide 13-24 Debit Debit Debit Debit Cash by $40,000 Treasury Stock by $24,000 Paid-in-Capital, Treasury Stock by $20,000 Retained Earnings by $6,000 Preferred Stock Features often associated with preferred stock. 1. Preference as to dividends. 2. Preference as to assets in liquidation. 3. Nonvoting. Accounting for preferred stock at issuance is similar to that for common stock. Slide 13-25 Preferred Stock Illustration: Dahlia Corporation issues 10,000 shares of $10 par value preferred stock for $25 cash per share. Journalize the issuance of the preferred stock. Preferred stock may have a par value or no-par value. Slide 13-26 Preferred Stock Dividend Preferences Right to receive dividends before common stockholders. Per share dividend amount is stated as a percentage of the preferred stock’s par value or as a specified amount. Cumulative dividend – holders of preferred stock must be paid their annual dividend plus any dividends in arrears before common stockholders receive dividends. Slide 13-27 Dividends A distribution of cash or stock to stockholders on a pro rata (proportional) basis. Common types of Dividends : 1. Cash dividends. 2. Stock dividends. Cash Dividends may be expressed as: Slide 13-28 (1) as a percentage of the par or stated value, or (2) as a dollar amount per share. A Dividend Announcement Example (Source: investor.apple.com) On October 25, 2012, Apple’s Board of Directors declared a cash dividend of $2.65 per share of the Company’s common stock. The dividend is payable on November 15, 2012, to shareholders of record as of the close of business on November 12, 2012. Excerpted from APPLE INC’s 10K Statement dated September 29, 2012: Shareholders’ Equity: Sep 29, 2012 Common stock, no par value; 1,800,000,000 shares authorized; 939,208,000 shares issued and outstanding 16,422 million Slide 13-29 APPLE, Inc’s Dividend Entries: Oct 25, 2012 (Date of Declaration): November 12, 2012 (Date of Record): November 15 , 2012 (Date of Payment): Slide 13-30 Dividends for Mr. Bill Gates? (Source: http://www.microsoft.com/investor/proxy) Microsoft Press Release: REDMOND, Wash. — Mar. 11, 2013 — Microsoft Corp. today announced that its board of directors declared a quarterly dividend of $0.23 per share. The dividend is payable June 13, 2013 to shareholders of record on May 16, 2013. INFORMATION REGARDING BENEFICIAL OWNERSHIP OF PRINCIPAL SHAREHOLDERS William H. Gates III, (Chairman): 460,984,209 (5.47%) So, Cash Dividends to be paid to Mr. Gates on June 13, 2013 (for one quarter only): 460,984,209 shares * $0.23 per share ~ $106 million Slide 13-31 Cash Dividends Allocating Cash Dividends Between Preferred and Common Stock Holders of cumulative preferred stock must be paid any unpaid prior-year dividends before common stockholders receive dividends. Slide 13-32 Cumulative vs Noncumulative Dividends Cumulative Dividends in arrears must be paid before dividends may be paid on common stock. Most preferred stock is cumulative. Slide 13-33 Vs. Noncumulative Undeclared dividends from current and prior years do not have to be paid in future years. Cumulative vs Noncumulative Dividends Example: Consider the following partial Statement of Stockholders’ Equity Common stock, $5 par value; 40,000 shares authorized, issued and outstanding Preferred stock, 9%, $100 par value; 1,000 shares authorized, issued and outstanding Total contributed capital $ 200,000 100,000 $ 300,000 The Board of Directors did not declare or pay dividends in 2011. In 2012, the Board of Directors declare and pay total cash dividends of $30,000 Slide 13-34 Cumulative vs Noncumulative Dividends If Preferred Stock is NonCumulative: Preferred Dividends Common Dividend Year 2011: Year 2012: If Preferred Stock is Cumulative: Preferred Dividends Year 2011: Year 2012: Slide 13-35 Common Dividends Knowledge Check Question 3 Jordan Company has 1,000 shares of $50 par value, 4.5% cumulative and nonparticipating preferred stock and 10,000 shares of $10 par value common stock outstanding. The company paid total cash dividends of $1,000 in its first year of operation, and declared total cash dividends of $5,000 in its second year of operation. The cash dividend paid to common stockholders in the second year will be: 1. 2. 3. 4. Slide 13-36 $1,500. $3,500. $2,250. $2,750. Stock Dividends Stock Dividends Reasons why corporations issue stock dividends: 1. To satisfy stockholders’ dividend expectations without spending cash. 2. To increase the marketability of the corporation’s stock. 3. To emphasize that a portion of stockholders’ equity has been permanently reinvested in the business. Results in decrease in retained earnings and increase in paid-in capital. Slide 13-37 Stock Dividends Size of Stock Dividends Small stock dividend (less than 20–25% of the corporation’s issued stock, recorded at fair market value) * Large stock dividend (greater than 20–25% of issued stock, recorded at par value) * This accounting is based on the assumption that a small stock dividend will have little effect on the market price of the outstanding shares. Slide 13-38 Stock Dividends Illustration: Lily Corp. has 50,000 shares issued and outstanding. The par value is $10 per share and market value is $15 per share. Record the relevant journal entries. Journal entry to declare a 10% stock dividend: Journal entry when the stocks are issued: Slide 13-39 Stock Dividends Illustration: Violet Corp. has 50,000 shares issued and outstanding. The par value is $10 per share and market value is $15 per share. Record the relevant journal entries. Journal entry to declare a 50% stock dividend: Journal entry when the stocks are issued: Slide 13-40 Stock Dividends Stockholders’ Equity with Dividends Distributable Lily Corporation Balance Sheet (partial) Stockholders' equity Paid-in capital Common stock Common stock dividends distributable Total stockholders' equity Slide 13-41 $ $ 50,000 5,000 55,000 Stock Dividends Effects of Stock Dividends on Stockholders’ Equity: Slide 13-42 Knowledge Check Question 4: Southern Company’s Stockholders’ Equity section of its Balance Sheet on December 31, 2012 showed the following: Common Stock, $1 par value, 20,000 shares authorized and issued $20,000 Paid-in-Capital in excess of par – Common Stock 80,000 Treasury Stock, common, 2,000 shares (at cost) (40,000) Paid-in-Capital, Treasury Stock Retained Earnings Total Stockholders’ Equity 10,000 130,000 $200,000 On January 1, 2013, Northern Company declared a 10% stock dividend, when the market price per share was $30 per share. The resulting journal entry will: 1. 2. 3. 4. Slide 13-43 Debit Stock Dividends by $60,000 Credit Common Stock Dividends Distributable by $20,000 Credit Paid-in-Capital, Common Stock by $52,200 Credit Common Stock by $2,000 Knowledge Check Question 5: Southern Company’s Stockholders’ Equity section of its Balance Sheet on December 31, 2012 showed the following: Common Stock, $1 par value, 20,000 shares authorized and issued $20,000 Paid-in-Capital in excess of par – Common Stock 80,000 Treasury Stock, common, 2,000 shares (at cost) (40,000) Paid-in-Capital, Treasury Stock Retained Earnings Total Stockholders’ Equity 10,000 130,000 $200,000 On January 1, 2013, Northern Company declared a 30% stock dividend, when the market price per share was $30 per share. The resulting journal entry will: 1. 2. 3. 4. Slide 13-44 Debit Stock Dividends by $162,000 Credit Common Stock Dividends Distributable by $5,400 Credit Paid-in-Capital, Common Stock by $156,600 Credit Common Stock by $6,000 Stock Splits Stock Split Reduces the market value of shares. No entry recorded for a stock split. Decrease par value and increase number of shares. Slide 13-45 Stock Splits Illustration: Assume Daisy Corporation splits its 50,000 shares of common stock on a 2-for-1 basis. Results in a reduction of the par or stated value per share. Slide 13-46 The Implication of Stock Splits Price of 1 share of Microsoft common stock on March 13, 1986 = $28.00 Price of 1 share of Microsoft common stock on April 10, 2013 = $30.12 Microsoft's initial public offering (IPO) was March 13, 1986 Split Payable Date Split Type Equivalent # of Shares First Sept. 18, 1987 2 for 1 1x2=2 Second April 12, 1990 2 for 1 2x2=4 Third June 26, 1991 3 for 2 4 x 1.5 = 6 Fourth June 12, 1992 3 for 2 6 x 1.5 = 9 Fifth May 20, 1994 2 for 1 9 x 2 = 18 Sixth December 6, 1996 2 for 1 18 x 2 = 36 Seventh February 20, 1998 2 for 1 36 x 2 = 72 Eighth Ninth March 26, 1999 February 18, 2003 2 for 1 2 for 1 72 x 2 = 144 144 x 2 = 288 This means, 1 share of Microsoft in 1986 = 288 shares today Slide So, 13-47 an investment of $28 on March 13, 1986 = $8,672 on April 10, 2013 What happens when a stock does NOT split? BERKSHIRE HATHAWAY, Inc. Class A (CEO: Mr. Warren Edward Buffet) Stock price on October 14, 1976 = $67 Stock price on April 10, 2013 = $158,846 (Shares outstanding = 1.65 million) Slide 13-48 End of Chapter 11 Slide 13-49