Chapter 13 ACCOUNTING FOR CORPORATIONS PowerPoint Authors: Susan Coomer Galbreath, Ph.D., CPA Charles W. Caldwell, D.B.A., CMA Jon A. Booker, Ph.D., CPA, CIA Cynthia J. Rooney, Ph.D., CPA McGraw-Hill/Irwin Copyright © 2011 by The McGraw-Hill Companies, Inc. All rights reserved. 13 - 2 C1 CORPORATE FORM OF ORGANIZATION An entity created by law Existence is separate from owners Has rights and privileges Privately Held Ownership can be Publicly Held 13 - 3 C1 CHARACTERISTICS OF CORPORATIONS Advantages Separate legal entity Limited liability of stockholders Transferable ownership rights Continuous life Lack of mutual agency for stockholders Ease of capital accumulation Disadvantages Governmental regulation Corporate taxation-dual Taxation 13 - 4 C1 CORPORATE ORGANIZATION AND MANAGEMENT Stockholders Board of Directors President, Vice-President, and Other Officers Employees of the Corporation 13 - 5 C1 CORPORATE ORGANIZATION AND MANAGEMENT Corporate Organization Chart Ultimate control Selected by a vote of the stockholders Stockholders Board of Directors President Secretary Vice President Finance Vice President Production Stockholders usually meet once a year Overall responsibility for managing the company Vice President Marketing 13 - 6 C1 RIGHTS OF STOCKHOLDERS Vote at stockholders’ meetings Sell stock Purchase additional shares of stock Receive dividends, if any Share equally in any assets remaining after creditors are paid in a liquidation 13 - 7 C1 STOCK CERTIFICATES AND TRANSFER Each unit of ownership is called a share of stock. A stock certificate serves 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. 13 - 8 C1 BASICS OF CAPITAL STOCK Total amount of stock that a corporation’s charter authorizes it to sell. Stockholders' Equity Common Stock, par value $.01; authorized 250,000,000 shares; issued and outstanding 92,556,295 shares $925,563 Total amount of stock that has been issued or sold to stockholders. 13 - 9 C1 BASICS OF CAPITAL STOCK Par value is an arbitrary amount assigned to each share of stock when it is authorized. Classes of Stock Par Value No-Par Value Stated Value Market price is the amount that each share of stock will sell for in the market. 13 - 10 P1 ISSUING PAR VALUE STOCK Par Value Stock On September 1, Matrix, Inc. issued 100,000 shares of $2 par value stock for $25 per share. Let’s record this transaction. Dr 2,500,000 Sept. 1 Cash Common Stock, $2 par value Paid-in Capital in Excess of Par Value, Common Issued 100,000 shares of common stock. Cr 200,000 2,300,000 13 - 11 P1 ISSUING PAR VALUE STOCK Stockholders' Equity with Common Stock Stockholders' Equity Common Stock - $2 par value; 500,000 shares authorized; 100,000 shares issued and outstanding $ 200,000 Paid-In Capital in Excess of Par 2,300,000 Retained earnings 650,000 Total stockholders' equity $ 3,150,000 13 - 12 P1 ISSUING STOCK FOR NONCASH ASSETS Par Value Stock On September 1, Matrix, Inc. issued 100,000 shares of $2 par value stock for land valued at $2,500,000. Let’s record this transaction. Dr 2,500,000 Sept. 1 Land Common Stock, $2 par value Paid-in Capital in Excess of Par Value, Common Exchanged 100,000 common shares for land. Cr 200,000 2,300,000 13 - 13 P2 CASH DIVIDENDS Regular cash dividends provide a return to investors and almost always affect the stock’s market value. Corporation Dividends To pay a cash dividend, the corporation must have: 1. A sufficient balance in retained earnings; and 2. The cash necessary to pay the dividend. Stockholders % of Corporations Paying Divends 100% 80% 75% 60% 40% 22% 20% 0% Common Preferred 13 - 14 P2 ACCOUNTING FOR CASH DIVIDENDS Three important dates Date of Declaration Date of Record Date of Payment Record liability for dividend. No entry required. Date you Must own stock Record payment of cash to stockholders. 13 - 15 P2 ACCOUNTING FOR CASH DIVIDENDS On January 19, a $1 per share cash dividend is declared on Dana, Inc.’s 10,000 common shares outstanding. The dividend will be paid on March 19 to stockholders of record on February 19. Date of Declaration Record liability for dividend. Jan. 19 Retained Earnings Common Dividend Payable Dr 10,000 Declared $1 per share cash dividend. Cr 10,000 13 - 16 P2 ACCOUNTING FOR CASH DIVIDENDS On January 19, a $1 per share cash dividend is declared on Dana, Inc.’s 10,000 common shares outstanding. The dividend will be paid on March 19 to stockholders of record on February 19. No entry required on February 19, the date of record. Date of Payment Record payment of cash to stockholders. Mar. 19 Common Dividends Payable Cash Dr 10,000 Paid $1 per share cash dividend. Cr 10,000 13 - 17 P2 DEFICITS AND CASH DIVIDENDS A deficit is created when a company incurs cumulative losses or pays dividends greater than total profits earned in other years. Dana, Inc. Balance Sheet (Stockholders' Equity Section) December 31, 2011 Stockholders' Equity Common stock $10 par value, 10,000 shares authorized and outstanding $ 100,000 Retained earnings deficit (8,500) Total stockholders' equity $ 91,500 13 - 18 P2 STOCK DIVIDENDS A distribution of a corporation’s own shares to its stockholders without receiving any payment in return. Why a stock dividend? Can be used to keep the market price on the stock affordable. Can provide evidence of management’s confidence that the company is doing well. Small Stock Dividend Distribution is 25% of the previously outstanding shares. Large Stock Dividend Distribution is > 25% of the previously outstanding shares. 100 shares HotAir, Inc. Common Stock $1 par 13 - 19 P2 RECORDING A SMALL STOCK DIVIDEND Simmons has 100,000 shares of $1 par value stock outstanding. On December 31, 2011, Simmons declared a 2% stock dividend, when the stock was selling for $10 per share. The stock will be distributed to stockholders on January 20, 2012. Let’s prepare the December 31 entry. Capitalize retained earnings for the market value of the shares to be distributed. (100,000 × 2% = 2,000 × $10 = $20,000) 2,000 × $1 par Dr Dec. 31 Retained Earnings 20,000 Common Stock Dividend Distributable Paid-In Capital in Excess of Par Value Declared a 2,000 share (2%) stock dividend. Cr 2,000 18,000 13 - 20 Simmons, Inc. Balance Sheet (Stockholders' Equity Section) December 31, 2011 P2 Before the stock dividend. 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 Simmons, Inc. Balance Sheet (Stockholders' Equity Section) December 31, 2011 Common stock - $1 par value, 250,000 shares authorized, 100,000 shares issued and outstanding $ Common stock dividend distributable, 2,000 shares Total common stock issued and to be issued 2,000 $ Paid-in capital in excess of par value Total Paid-in capital 102,000 26,000 $ Retained earnings Total stockholders' equity 100,000 128,000 15,000 $ 143,000 $ $ $ 100,000 8,000 108,000 35,000 143,000 After the stock Dividend No effect On the ownership percent 13 - 21 P2 RECORDING A LARGE STOCK DIVIDEND Router, Inc. has 50,000 shares of $1 par value stock outstanding. On December 31, 2009, Router declared a 40% stock dividend, when the stock was selling for $8 per share. The stock will be distributed to stockholders on January 20, 2010. Let’s prepare the December 31 entry. Capitalize retained earnings for the minimum amount required by state law, usually par or stated value of the shares. (50,000 × 40% = 20,000 shares × $1 par value = $20,000) Dr Dec. 31 Retained Earnings 20,000 Common Stock Dividend Distributable Declared a 20,000 share (40%) stock dividend. Cr 20,000 13 - 22 P2 STOCK SPLITS A distribution of additional shares of stock to stockholders according to their percent ownership. $10 par value Common Stock Old Shares 100 shares $5 par value New Shares Common Stock 200 shares 13 - 23 C2 PREFERRED STOCK A separate class of stock, typically having priority over common shares in . . . Dividend distributions Distribution of assets in case of liquidation Usually has a stated dividend rate Normally has no voting rights Corporations with no Preferred Stock Corporations with Preferred Stock 73% 27% 13 - 24 C2 PREFERRED STOCK Cumulative Dividends in arrears must be paid before dividends may be paid on common stock. (Normal case) vs. Noncumulative Undeclared dividends from current and prior years do not have to be paid in future years. Consider the following Stockholders’ Equity section of the Balance Sheet. The Board of Directors did not declare or pay dividends in 2010. In 2011, the Board declared and paid cash dividends of $42,000. 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 Paid-In capital $ 200,000 100,000 $ 300,000 13 - 25 C2 PREFERRED STOCK If Preferred Stock is Noncumulative: Year 2010: No dividends paid. Year 2011: 1. Pay 2011 preferred dividend. 2. Remainder goes to common. Preferred $ - If Preferred Stock is Cumulative: Year 2010: No dividends paid. Year 2011: 1. Pay 2010 preferred dividend in arrears. 2. Pay 2011 preferred dividend. 3. Remainder goes to common. Totals Preferred $ - $ Common $ - 9,000 $ $ 33,000 Common $ - 9,000 9,000 $ 18,000 $ $ 24,000 24,000 13 - 26 C2 PREFERRED STOCK Participating Dividends may exceed a stated amount once common stockholders receive a dividend equal to the preferred stated rate. vs. Nonparticipating Dividends are limited to a maximum amount each year. The maximum is usually the stated dividend rate. (Normal case) Reasons for Issuing Preferred Stock To raise capital without sacrificing control To boost the return earned by common stockholders through financial leverage To appeal to investors who may believe the common stock is too risky or that the expected return on common stock is too low 13 - 27 P3 TREASURY STOCK Treasury stock represents shares of a company’s own stock that has been acquired. Corporations might acquire its own stock to: 1. Use their shares to buy other companies. 2. Avoid a hostile takeover. 3. Reissue to employees as compensation. 4. Support the market price. Corporations and Treasury Stock No Treasury Stock 38% With Treasury Stock 62% 13 - 28 P3 PURCHASING TREASURY STOCK On May 8, Whitt, Inc. purchased 2,000 of its own shares of stock in the open market for $4 per share. May 8 Treasury stock, common Cash Dr 8,000 Cr 8,000 Purchase 2,000 treasury shares at $4 per share. Treasury stock is shown as a reduction in total stockholders’ equity on the balance sheet. 13 - 29 P3 SELLING TREASURY STOCK AT COST On June 30, Whitt sold 100 shares of its treasury stock for $4 per share. June 30 Dr 400 Cash Treasury stock, common Sold 100 shares of treasury for $4 per share. Cr 400 13 - 30 SELLING TREASURY STOCK ABOVE COST P3 On July 19, Whitt, Inc. sold an additional 500 shares of its treasury stock for $8 per share. July 19 Cash Treasury Stock, common Paid-In Capital, Treasury Stock Dr 4,000 Sold 500 treasury shares for $8 per share. Shares Per Share Total Sale 500 $ 8.00 $ 4,000 Cost 500 4.00 2,000 Paid-In Capital $ 2,000 Cr 2,000 2,000 13 - 31 SELLING TREASURY STOCK BELOW COST P3 On August 27, Whitt sold an additional 400 shares of its treasury stock for $1.50 per share. Aug. 27 Dr 600 Cash Paid-in Captial, Treasury Stock Treasury Stock, Common Cr 1,000 1,600 Sold 500 treasury shares for $1.50 per share. Shares Per Share Total Cost 400 $ 4.00 $ 1,600 Sale 400 1.50 600 Difference $ 1,000 13 - 32 C3 STATEMENT OF RETAINED EARNINGS Retained earnings is the total cumulative amount of reported net income less any net losses and dividends declared since the company started operating. Restricted Retained Earnings Legal Restriction Most states restrict the amount of treasury stock purchases to the amount of retained earnings. Contractual Restriction Loan agreements can include restrictions on paying dividends below a certain amount of retained earnings. 13 - 33 C3 APPROPRIATED RETAINED EARNINGS A corporation’s directors can voluntarily limit dividends because of a special need for cash such as the purchase of new facilities. Reed, Inc. Statement of Retained Earnings For Year Ended December 31, 2011 Retained earnings, 12/31/10 $ 875,000 Plus: net income 155,600 Less: dividends declared (80,000) Retained earnings, 12/31/11 $ 950,600 Appropriated retained earnings Unappropriated retained earnings (450,000) $ 500,600 13 - 34 C3 PRIOR PERIOD ADJUSTMENTS Prior period adjustments are corrections of material errors in past years’ financial statements that result in a change in the beginning balance of retained earnings. Reed, Inc. Statement of Retained Earnings For Year Ended December 31, 2011 Retained earnings, 12/31/10, as previously reported Prior period adjustment: Cost of equipment incorrectly expensed (net of $28,000 income taxes) Retained earnings, 12/31/10, as adjusted Plus: net income Less: dividends declared Retained earnings, 12/31/11 $ 875,000 72,000 947,000 155,600 (80,000) $ 1,022,600 13 - 35 C3 STATEMENT OF STOCKHOLDERS’ EQUITY Matrix, Inc. Statement of Stockholders' Equity For the Year Ended December 31, 2011 Common stock and (In millions) capital in excess of par Shares Amount Balance at December 31, 2010 821 $ 2,500 Stock sales 17 500 Stock repurchases and retirement (17) (260) Cash dividends declared Other, net Net income Balance at December 31, 2011 821 $ 2,740 Retained Earnings $ 9,500 (925) (150) 70 5,100 $ 13,595 Total $ 12,000 500 (1,185) (150) 70 5,100 $ 16,335 This is a more inclusive statement than the statement of retained earnings. 13 - 36 C3 STOCK OPTIONS The right to purchase common stock at a fixed price over a specified period of time. As the stock’s price rises above the fixed option price, the value of the option increases. Option purchase price $30 per share. Market price of stock $75 per share. Options are given to key employees to motivate them to: focus on company performance, take a long-run perspective, and remain with the company. 13 - 37 A1 EARNINGS PER SHARE Earnings per share is one of the most widely cited accounting statistics. Basic earnings = per share Net income - Preferred dividends Weighted-average common shares outstanding 13 - 38 A2 PRICE–EARNINGS RATIO This ratio reveals information about the stock market’s expectations for a company’s future growth in earnings, dividends, and opportunities. Price– Earnings Ratio = Market value per share Earnings per share If earnings go up, will the market price of my stock follow? 13 - 39 A3 DIVIDEND YIELD Tells us the annual amount of cash dividends distributed to common stockholders relative to the stock’s market price. Dividend Yield = Annual cash dividends per share Market value per share 13 - 40 A4 BOOK VALUE PER SHARE–COMMON Reflects the amount of stockholders’ equity applicable to common shares on a per share basis. Stockholders’ equity applicable Book value per to common shares = common share Number of common shares outstanding 13 - 41 A4 BOOK VALUE PER SHARE–PREFERRED Reflects the amount of stockholders’ equity applicable to preferred shares on a per share basis. Book value per = preferred share Stockholders’ equity applicable to preferred shares Number of preferred shares outstanding 13 - 42 GLOBAL VIEW U.S. GAAP and IFRS have similar procedures for issuing common stock at par, at a premium, at a discount, and for noncash assets. Accounting for and reporting cash dividends, stock dividends, and stock splits, are consistent under both U.S. GAAP and IFRS. Accounting for treasury stock is consistent under both U.S. GAAP and IFRS. Companies do not report gains or losses on transactions involving their own stock. Preferred stock that is redeemable at the option of the preferred stockholder is reported between liabilities and equity under U.S. GAAP, but it is reported as a liability under IFRS. Also, the issue price of convertible preferred stock (and bonds) is recorded entirely under preferred stock (or bonds), and none to the conversion feature under U.S. GAAP. However, IFRS requires that a portion of the issue price be allocated to the conversion feature. 13 - 43 END OF CHAPTER 13