Chapter Eleven Accounting For Equity Transactions McGraw-Hill/Irwin ©The McGraw-Hill Companies, Inc. 2006 Formation of Business Organizations A sole proprietorship is owned by a single individual. A corporation is a separate legal entity created by the authority of a state government. A partnership is owned by two or more individuals. Each state has separate laws governing establishing corporations. Partnerships require clear agreements about authority, risks, and the sharing of profits and losses. Regulation Few laws govern the operations of proprietorships and partnerships. Corporations are subject to regulations. Large, publicly traded corporations are much more heavily regulated than smaller closely held corporations. SEC Acts of 1933 and 1934 Sarbanes-Oxley Act of 2002 Exchange listing requirements. Comparing Corporations with Proprietorships and Partnerships Corporate Advantages Separate legal Entity Limited liability of stockholders Continuous life Easily transferable ownership rights Ability to raise capital Corporate Disadvantages Governmental regulation Corporate double taxation Corporate Management Structure Stockholders (Owners of voting shares) Board of Directors Internal (managers) and External (non-managers) Appointed by directors Vice President (Production) Elected by shareholders President Vice President (Marketing) Vice President (Finance) Vice President (Personnel) Appearance of Capital Structure in Financial Statements The ownership interest (equity) in a business is composed of: Owner/investor contributions. Retained earnings. Characteristics of Capital stock Par Value Nominal Amount Legal capital Legal capital is the amount of capital, required by the state of incorporation, that must remain invested in the business. Characteristics of Capital stock No-par Stock Some states do not require a par value to be stated in the charter. Characteristics of Capital stock 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. Authorized, Issued, and Outstanding Capital Stock Authorized Shares The maximum number of shares of capital stock that can be sold to the public. Authorized, Issued, and Outstanding Capital Stock Authorized Shares Issued shares are authorized shares of stock that have been sold. Unissued shares are authorized shares of stock that never have been sold. Authorized, Issued, and Outstanding 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. Classes of Stock – Common Stock Common stockholders have the rights to: Buy and sell stock. Share in the distribution of profits. Share in the distribution of assets in the case of liquidation. Vote on significant matters that affect the corporate charter. Participate in the election of directors. Classes of Stock – 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. 25% 75% Corporations with preferred stock Corporations without preferred stock Preferred Stock Dividends Cumulative Noncumulative Dividends in arrears must be paid before dividends may be paid on common stock. Undeclared dividends from current and prior years do not have to be paid in future years. Most preferred stock is cumulative. Preferred Stock Dividends In addition to common stock, Dillion, Incorporated has the following stock outstanding: Preferred stock, 4%, $10 par, 10,000 shares Common stock, $10 par, 20,000 shares Dividends have not been paid in two years. In the current year, the board of directors declared dividends of $22,000. How much will each class of stock receive? Preferred Stock Dividends The distribution depends on whether the preferred stock is cumulative or noncumulative. First, let’s assume the preferred stock is cumulative. Total dividend declared Preferred stock (cumulative) Arrearage 1st year ($10 par × 4% × 10,000 shares) 2nd year ($10 par × 4% × 10,000 shares) Current Yr. ($10 par × 4% × 10,000 shares) Remainder to common stockholders $ 22,000 $ 4,000 4,000 4,000 12,000 $ 10,000 Preferred Stock Dividends Now, let’s assume the preferred stock is noncumulative. Total dividend declared Preferred stock (noncumulative) Arrearage 1st year 2nd year Current Yr. ($10 par × 4% × 10,000 shares) Remainder to common stockholders $ 22,000 $ 0 0 4,000 4,000 $ 18,000 Issuing Par Value Stock Nelson, Incorporated issued 100 shares of $10 par value stock for $22 per share. Let’s record this transaction. 100 shares × $10 par value = $1,000 100 shares × $22 per share = $2,200 Account Title Cash Common Stock, $10 Par Paid-in-Capital in Excess of Par, Com. Debit 2,200 Credit 1,000 1,200 Stock Classification Assume that Nelson has another class of common stock, $20 par value Class B. The company issues 150 shares of Class B common stock at $25 per share. Let’s record this transaction. 150 shares × $20 par value = $3,000 150 shares × $25 per share = $3,750 Account Title Cash Common Stock, Class B, $20 Par Paid-in-Capital in Excess of Par, Cl. B Debit 3,750 Credit 3,000 750 Stock Issued at Stated Value Assume that Nelson issues 100 shares of 7 percent cumulative preferred stock with a stated value of $10 per share at a price of $22 per share. Let’s record this transaction. 100 shares × $10 par value = $1,000 100 shares × $22 per share = $2,200 Account Title Cash Preferred Stock, $10 Stated Value Paid-in-Capital in Excess of Par, Prf. Debit 2,200 Credit 1,000 1,200 Stock Issued with No Par Value Assume that Nelson issues 100 shares of no par common stock at a price of $22 per share. Let’s record this transaction. 100 shares × $22 per share = $2,200 Account Title Cash Common Stock, No Par Debit 2,200 Credit 2,200 Financial Statement Presentation Treasury Stock No voting or dividend rights Contra equity account Treasury shares are issued shares that have been reacquired by the corporation. When stock is reacquired, the corporation records the treasury stock at cost. Treasury Stock Why would a company buy its own stock? Common reasons include: Employee stock option plans. Preparation for a merger. To increase earnings per share. Supporting the stock price. To avoid a hostile takeover. Treasury Stock Assume that Nelson paid $20 per share to buy back 50 shares of the $10 par value stock that it originally issued at a price of $22 per share. Let’s record this transaction. 50 shares × $20 per share = $1,000 Account Title Treasury Stock Cash Debit 1,000 Credit 1,000 Treasury Stock Assume Nelson resells 30 shares of its treasury stock at a price of $25 per share. Let’s record this transaction. 30 shares × $20 cost = $600 30 shares × $25 per share = $750 Account Title Cash Treasury Stock Paid-in-Capital in Excess of Cost of Tr. Stk. Debit 750 Credit 600 150 No gain or loss is recognized on sale of treasury stock. Cash Dividends Corporations are not required to pay dividends, but once declared, dividends are legal obligations. Stockholders Corporation Dividends Cash Dividends Declaration Date Date of Record Payment Date Record liability for dividend. No entry required. Record payment of cash to stockholders. Three important dates Declaration Date On October 15, 2006, Nelson’s Board of Directors declared a cash dividend on the 100 outstanding shares its 7 percent, $10 par preferred stock. The dividend will be paid on December 15 to stockholders of record on November 15. Let’s record the entries. Declaration Date Record liability for dividend. 0.07 × $10 par × 100 shares = $70 Account Title Dividends Dividends Payable Debit Credit 70 70 Date of Record On October 15, 2006, Nelson’s Board of Directors declared a cash dividend on the 100 outstanding shares its 7 percent, $10 par preferred stock. The dividend will be paid on December 15 to stockholders of record on November 15. Let’s record the entry Date of Record No entry required. No entry required on November 15. Payment Date On October 15, 2006, Nelson’s Board of Directors declared a cash dividend on the 100 outstanding shares its 7 percent, $10 par preferred stock. The dividend will be paid on December 15 to stockholders of record on November 15. Let’s record the entry Payment Date Record payment of cash to stockholders. Account Title Dividends Payable Cash Debit Credit 70 70 Stock Dividends Distribution of additional shares of stock to stockholders. No change in total stockholders’ equity. All stockholders retain same percentage ownership. No change in par values. Stock Dividends Nelson’s Board of Directors decided to issue a 10 percent stock dividend on the 150 outstanding shares of its $20 par value, Class B common stock. Market value at the time of the stock dividend was $30 per share. Let’s record the entry. 0.10 × 150 shares × $20 par = $300 0.10 × 150 shares × $30 per share = $450 Account Title Retained Earnings Common Stock, Class B Paid-in-Capital in Excess of Par, Class B Debit 450 Credit The journal entry moves an amount from Retained Earnings to other equity accounts. 300 150 Stock Splits Stock splits replace existing shares with a greater number of new shares. Companies use stock splits to reduce market price per share of their outstanding stock. The number of outstanding shares increase and par value is decreased proportionately. Retained earnings is not affected. Stock Splits Nelson’s Board of Directors declared a 2-for-1 stock split on the 165 outstanding shares of its $20 par value, Class B common stock. Before Split Common Stock Shares 165 Par Value per Share $ 20 Total Par Value $ 3,300 After Split Stock Splits Nelson’s Board of Directors declared a 2-for-1 stock split on the 165 outstanding shares of its $20 par value, Class B common stock. Before Split Common Stock Shares After Split 165 Par Value per Share $ 20 Total Par Value $ 3,300 $ 330 Increase 10 Decrease $ 3,300 No Change No journal entry required – Change par value and number of shares authorized and outstanding. Appropriation of Retained Earnings A corporation’s directors can voluntarily limit dividends because of a special need for cash. Assume that Nelson’s Board of Directors appropriated $1,000 of retained earnings for future expansion. Let’s record the entry. Account Title Retained Earnings Appropriated Retained Earnings Debit 1,000 Credit 1,000 Financial Statement Presentation Beginning Balance $ 5,000 Net Income 6,000 Cash dividend (70) Stock dividend (450) Ending Balance 10,480 The Financial Analyst Stockholders benefit in two ways when a company generates earnings. Dividends Increase in market price per share End of Chapter Eleven