Chapter 8 Stockholders’ Equity 1. 2. 3. 4. 5. 6. 7. 8. Account for the issuance of capital stock. Describe a compensatory stock option plan. Account for share appreciation rights. Describe the characteristics of preferred stock. Know the components of contributed capital. Understand the accounting for treasury stock. Recognize compensation expense for a compensatory stock option plan using the fair value method. Account for a fixed compensatory stock option plan. Account for a performance-based compensatory stock option plan. Owners’or Stockholders’Equity Represents the owners’ residual interest in total assets after liabilities are recognized. Difference between the assets and the liabilities of a company. Is sometimes referred to as net assets. Formation of a Corporation State laws dictate the incorporation process. Articles of incorporation are filed with the state. -- Specify the purpose of the business, its location, classes and number of shares of capital stock authorized, etc. The state issues a corporate charter. A board of directors is selected. Classifications of Corporations Public corporations -- Government-owned: FDIC, TVA Private corporations -- Nonstock corporations Nonprofit organizations that do not issue stock: churches, colleges, charities -- Stock corporations Closed corporations: few stockholders Open corporations: publicly traded Characteristics of Capital Stock Ownership of common stock usually entitles the holder to the . . . ◦ Right to vote. ◦ Right to participate in earnings through declared dividends. ◦ Right to participate in distribution of assets at liquidation. ◦ Right to retain percentage of ownership in the corporation when new shares are issued (preemptive right). Concepts and Definitions Corporations are a separate legal entity. Issues of stock are recorded in conformity with the cost principle. Sales and repurchases of shares do not affect periodic net income. Stockholders’equity is separated from debt of the entity. Concepts and Definitions Categories of equity -- Contributed capital (Paid-in capital) Capital Stock: Preferred and Common Additional paid-in capital -- Retained earnings Unappropriated and appropriated -- Unrealized capital Increases or decreases in equity that do not result from stock transactions or from the retention of retained earnings. Concepts and Definitions Classification of capital stock ◦ Authorized ◦ Issued ◦ Unissued ◦ Treasury stock ◦ Outstanding ◦ Subscribed Authorized, Issued, and Outstanding Capital Stock Authorized Shares The maximum number of shares of capital stock that can be sold to the public is called the authorized number of shares. 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 have never 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. Corporations Advantages -- Limited liability -- Capital accumulation -- Ease of ownership transfer Disadvantages -- Increased taxation -- Difficulties of control -- Regulation Features of Equity Securities Par value stock -- Designated dollar amount per share stated in the corporate charter. -- No relationship to market value. Nopar stock -- Dollar amount per share not designated in corporate charter. -- Corporations can assign a stated value per share (treated as if par value). Features of Equity Securities Legal capital is . . . -- That portion of stockholders’equity that must be contributed to the firm at the issuance of stock. -- The amount of capital, required by state law, that must remain invested in the business. -- Refers to par value, stated value, or full amount paid for nopar stock. Features of Equity Securities Common stock . . . -- Is the basic voting stock of the corporation. -- Ranks after preferred stock for dividend and liquidation distribution. -- Has dividend rates determined by the board of directors based on the corporation’s profitability. Features of Equity Securities Preferred stock . . . -- Has dividend and liquidation preference over common stock. -- Generally does not have voting rights. -- Usually has a par or stated value. -- May be convertible, callable, and/or redeemable. Features of Equity Securities Preferred stock dividends . . . -- Are usually stated as a percentage of the par or stated value. -- May be cumulative or noncumulative. -- May be partially participating, fully participating, or nonparticipating. Preferred Stock Cumulative Dividends Provides that dividends not declared in previous years accumulate and must be paid in full when dividends are declared in later years before dividends can be paid on common stock. Dividends in arrears are not liabilities until declared. However, the per share and aggregate amounts must be disclosed. Preferred Stock Example Kites, Inc. has the following stock outstanding: Common, $1 par value, 100,000 shares Preferred, 3%, $100 par value, cumulative, 5,000 shares Preferred, 6%, $50 par value, noncumulative, 3,000 shares Dividends were paid every year except for the prior year. In the current year the board of directors declares dividends of $50,000. How much in dividends does each class of stock receive? Preferred Stock Example Preferred stock (cumulative) Arrearage ($100 par ×3% ×5,000 shares) Current Yr.($100 par ×3% ×5,000 shares) $ 15,000 15,000 $30,000 Preferred Stock Example Preferred stock (cumulative) Arrearage ($100 par ×3% ×5,000 shares) Current Yr.($100 par ×3% ×5,000 shares) Preferred stock (noncumulative) Current Yr.($50 par ×6% ×3,000 shares) $ 15,000 15,000 $30,000 9,000 Preferred Stock Example Preferred stock (cumulative) Arrearage ($100 par ×3% ×5,000 shares) Current Yr.($100 par ×3% ×5,000 shares) $ 15,000 15,000 Preferred stock (noncumulative) Current Yr.($50 par ×6% ×3,000 shares) Common stock Current Yr.($50,000 dividend - $39,000 to preferred) Total dividend declared $30,000 9,000 11,000 $50,000 Preferred Stock Participating Preferences Nonparticipating Limits the yearly dividends to the specified rate plus any arrearage for cumulative stock. Partially participating Allows dividends above the specified rate on a pro rata basis with common stock up to a limit specified in the corporate charter. Preferred Stock Participating Preferences Fully participating Allows dividends above the specified rate on a pro rata basis with common stock without any limits. Preferred Stock Example Kites, Inc. has the following stock outstanding: Common, $1 par value, 100,000 shares Preferred, 3%, $100 par value, noncumulative, 5,000 shares Dividends were paid every year except for the prior year. The preferred is partially participating up to 5%. In the current year the board of directors declares dividends of $60,000. How much in dividends does each class of stock receive? Preferred Stock Example Preferred Common Total Preferred stock (noncumulative) ($100 par ×3% ×5,000 shares) $ $ 15,000 15,000 Common stock (3% matching) ($1 par ×100,000 shares = $100,000 ×3%) $ 3,000 18,000 Preferred Stock Example Preferred Common Total Preferred stock (noncumulative) ($100 par ×3% ×5,000 shares) $ $ 15,000 15,000 Common stock (3% matching) $ ($1 par ×100,000 shares = $100,000 ×3%) 3,000 18,000 Preferred stock (participating 2%) ($100 par ×2% ×5,000 shares) 28,000 10,000 Common stock (2% matching) ($100,000 ×2%) 2,000 30,000 Preferred Stock Example Preferred Common Total Preferred stock (noncumulative) ($100 par ×3% ×5,000 shares) $ 15,000 $ 15,000 Common stock (3% matching) $ ($1 par ×100,000 shares = $100,000 ×3%) 3,000 18,000 Preferred stock (participating 2%) ($100 par ×2% ×5,000 shares) 10,000 28,000 Common stock (2% matching) ($100,000 ×2%) 2,000 30,000 30,000 60,000 Common stock (remainder) ($60,000 - $30,000) Total dividend declared $ 25,000 $ 35,000 Issuing Stock for Cash Par value stock: Cash (DEBIT) Common Stock, par value Additional Paid-in Capital, Common Stock (CREDIT) (CREDIT) In this entry, Common Stock is credited for the par value of the stock issued. The excess over par is credited to the Contributed Capital in Excess of Par account. Issuing Stock for Cash Nopar stock: Cash Common Stock (CREDIT) (DEBIT) Stated value stock: Cash (DEBIT) Common Stock, stated value (CREDIT) Additional Paid-in Capital, Common Stock (CREDIT) In this entry, Common Stock is credited for the stated value of the stock issued. The excess over stated value is credited to the Contributed Capital in Excess of Stated Value account. Stock Subscriptions A corporation enters into a subscription contract with several subscribers that calls for the purchase of 1,000 shares of $6 par common stock at a price of $13 per share. A $3 per share down payment is required, with the remaining $10 due in one month. Cash Subscription Receivable: Common Stock Common Stock Subscribed Additional Paid-in Capital on Common Stock 3,000 $6 x 1,000 10,000 6,000 7,000 Stock Subscriptions The $10 per share final payment was received from subscribers to 950 of the 1,000 shares. Cash Subscription Receivable: Common Stock 9,500 Common Stock Subscribed Common Stock, $6 par 5,700 9,500 5,700 950 x $6 Stock Subscriptions When a default occurs, the accounting is determined by the relevant contract provisions, such as-1. Return to the subscriber the entire amount paid in. 2. Return to the subscriber the entire amount paid in, less any costs incurred to reissue the stock. 3. Issue to the subscriber a lesser number of shares based upon the total amount of payment received. 4. Require the forfeiture of all amounts paid in. Stock Subscriptions The subscriber to the 50 remaining shares defaults on the contract. The contract requires the forfeiture of all amounts paid in. Common Stock Subscribed 300 Additional Paid-in Capital on Common Stock 350 Subscription Receivable: Common Stock Additional Paid-in Capital from 50 X $10 Subscription Default 50 X $6 50 X $7 500 150 Issuing Stock for Noncash Assets Use the current market value of the stock issued or the noncash consideration received, whichever is most reliably determinable. If market values cannot be determined, use appraised values. Combined Sales of Stock Total proceeds must be allocated among the classes of stock issued: ◦ Proportional method Allocate the lump-sum received among the classes of stock issued based on their relative market values. ◦ Incremental method Allocate a portion of the lump-sum received to one security based on that security’s market value and allocate the remainder to the other security. Combined Sales of Stock Example A corporation issues 100 packages of securities for $82.80 per package. Each package consists of two shares of $10 par common stock (market value, $16 per share) and one share of $50 par preferred stock (market value, $60 per share). Common Stock: $16 x 2 shares x 100 Preferred Stock: $60 x 1 share x 100 Total market value = $ 3,200 = 6,000 $9,200 Combined Sales of Stock Example A corporation issues 100 packages of securities for $82.80 per package. Each package consists of two shares of $10 par common stock (market value, $16 per share) and one share of $50 par preferred stock (market value, $60 per share). Common Stock: $3,200 x $8,280 = $2,880 x $8,280 = 5,400 $9,200 Preferred Stock: $6,000 $9,200 $8,280 Combined Sales of Stock Example A corporation issues 100 packages of securities for $82.80 per package. Each package consists of two shares of $10 par common stock (market value, $16 per share) and one share of $50 par preferred stock (market value, $60 per share). Cash Common Stock Additional Paid-in Capital on Com. Stock Preferred Stock, $50 par Additional Paid-in Capital on Pref. Stock 8,280 2,000 880 5,000 400 Stock Issue Costs Costs incurred to issue stock ◦ Registration fees ◦ Underwriter commissions ◦ Attorney and accountant fees ◦ Printing costs ◦ Clerical costs ◦ Promotional costs Stock Issue Costs Two methods of accounting for stock issue costs: Offset method Debit costs to Contributed Capital in Excess of Par. Deferred charge method Debit an intangible asset and amortize over a reasonable period. Stock Issuance Costs The FASB is planning to change GAAP so that all stock issuance costs are expensed as incurred. Unrealized Capital Represents an increase or decrease in stockholders’equity not arising from earnings, dividend payments, or a change in contributed capital. Examples include: ◦ Unrealized holding gains and losses on available for sale securities. ◦ Gains and losses resulting from translating foreigndenominated financial statements into US currency. ◦ Guarantees of ESOP debt. ◦ Pension liability adjustments. Any questions? Treasury Stock Repurchased shares of a corporation’s own stock The shares are retired or used to: Issue in employee stock option programs. Establish a market for the company’s stock. Purchase assets. Issue as a stock dividend. Increase earnings per share. Reduce ownership. Thwart takeover attempts. Reduce dividend payments. Treasury Stock Characteristics Usually does not have: -- Voting rights -- Dividends rights -- Preemptive rights -- Liquidation rights Reduces both assets and stockholders’ equity Is classified as a contra account to stockholders’ equity Treasury Stock Recording and Reporting Cost method (one-transaction concept) Par value method (dual-transaction concept) Treasury Stock Cost Method The purchase and subsequent sale of treasury stock are viewed as one transaction with two parts. Treasury Stock Cost Method Acquisition of Treasury Stock -- Recorded at cost to acquire. Treasury Stock (DEBIT) Cash (CREDIT) Issuance of Treasury Stock -- Treasury Stock credited for cost. -- Difference between cost and issuance price is (generally) recorded in Additional Paid-in CapitalTreasury Stock. Treasury Stock Cost Method Ball issues 6,000 shares of $10 par common stock for $12 per share: Cash Common Stock $10 par Additional Paid-in Capital on Common Stock 72,000 60,000 12,000 Treasury Stock Cost Method Reacquisition of 1,000 shares of common stock at $13 per share: Treasury Stock Cash 13,000 13,000 Treasury Stock Cost Method Reissuance of 600 shares of treasury stock at $15 per share: Cash Treasury Stock Additional Paid-in Capital from Treasury Stock 9,000 7,800 1,200 Treasury Stock Cost Method Reissuance of another 200 shares of treasury stock at $8 per share: Cash Additional Paid-in Capital from Treasury Stock Treasury Stock 1,600 1,000 2,600 Treasury Stock Cost Method Reissuance of another 100 shares of treasury stock at $10 per share: Cash Additional Paid-in Capital from Treasury Stock Retained Earnings Treasury Stock 1,000 200 100 1,300 Treasury Stock Par Value Method Date of acquisition ◦ Debit Treasury Stock for the par value, stated value, or average amount previously credited to the capital stock account for nopar stock. ◦ Debit Additional Paid-in Capital for the proportionate amount of any excess over par or stated value that was paid by stockholders when the shares were originally issued. ◦ Debit or credit Additional Paid-in Capital from Treasury Stock as required. -- Debit cannot exceed the credit balance in the account. Any excess is debited to Retained Earnings. ◦ Credit Cash. Treasury Stock Par Value Method Date of resale ◦ Debit Cash. ◦ Credit Treasury Stock for the par value, stated value, or average amount previously credited to the capital stock account for nopar stock. ◦ Credit Additional Paid-in Capital fromTreasury Stock or debit Additional Paid-in Capital from Treasury Stock (and Retained Earnings, if necessary). Treasury Stock Par Value Method Issuance of 6,000 shares of $10 par common stock for $12 per share: Cash Common Stock $10 par Additional Paid-in Capital on Common Stock 72,000 60,000 12,000 Treasury Stock Par Value Method Reacquisition of 1,000 shares of common stock at $13 per share: Treasury Stock Additional Paid-in Capital on Common Stock Retained Earnings Cash 10,000 2,000 1,000 13,000 Treasury Stock Par Value Method Reissuance of 600 shares of treasury stock at $15 per share: Cash Treasury Stock Additional Paid-in Capital on Common Stock 9,000 6,000 3,000 Treasury Stock Par Value Method Reissuance of another 200 shares of treasury stock at $8 per share: Cash Additional Paid-in Capital on Common Stock Treasury Stock 1,600 400 2,000 Treasury Stock Par Value Method Reissuance of another 100 shares of treasury stock at $10 per share: Cash Treasury Stock 1,000 1,000 Treasury Stock Cost Method Contributed Capital: Common stock, $10 par (20,000 shares authorized, 6,000 shares issued , of which 100 are being held in treasury) Additional paid-in capital on common stock Total contributed capital Retained earnings Accumulated other comprehensive income Total contributed capital, retained earnings, and accumulated other comprehensive income Less: Treasury stock (100 shares at cost) Total Stockholders’ Equity $ 60,000 12,000 $ 72,000 39,900 10,000 $121,900 (1,300) $120,600 Treasury Stock Par Value Method Contributed Capital: Common stock, $10 par (20,000 shares authorized, 6,000 shares issued) Less: Treasury stock (100 shares at par) Common stock outstanding (5,900 shares) Additional paid-in capital on common stock Total paid-in capital Retained earnings Accumulated other comprehensive income $ 60,000 (1,000) $ 59,000 12,600 $ 71,600 39,000 10,000 Total Stockholders’ Equity $120,600 Stock Received by Donation When stockholders donate shares to the corporation, the corporation debits Treasury Stock and credits a revenue or gain account. Retirement of Treasury Stock When treasury shares are formally retired, the corporation credits the Treasury Stock account and debits all capital accounts related to the treasury shares on a proportional basis. Convertible Preferred Stock Provides stockholders an option to exchange their shares, within a specified time period, for other classes of stock, usually common stock, at a specified rate. Accounting treatment is the same as convertible bonds. Convertible Preferred Stock Ness Corporation originally issued 500 shares of $100 par convertible preferred stock at $120 per share. Each share of preferred stock may be converted into four shares of $20 par common stock. Preferred Stock, $100 par Additional Paid-in Capital on Preferred Stock Common Stock, $20 par Additional Paid-in Capital from Preferred Stock Conversion Continued 50,000 10,000 40,000 20,000 Convertible Preferred Stock Alternatively, assume each preferred share may be converted into seven shares of common stock. Preferred Stock, $100 par Additional Paid-in Capital on Preferred Stock Retained Earnings Common Stock, $20 par 50,000 10,000 10,000 70,000 Stock Rights Rights issued by the corporation that give the holder an option to acquire a specified number of shares of capital stock under prescribed conditions within a stated period of time.The document of ownership is called a stock warrant. Normally arise: 1.As compensation to employees 2.As compensation to employees 3.As fractional share rights 4.To make a security more attractive Stock Rights Important Dates Announcement date of the rights offering Issuance date of the rights Expiration date of the rights Between the issuance date and the expiration date, the rights and the related stock are sold separately and each have a separate price. Stock Rights Preemptive Rights Stock rights issued to existing shareholders in advance of a new stock issuance. No entries required on announcement date or on issuance date of the rights. On exercise date ◦ debit Cash. ◦ credit Capital Stock and Additional Paid-in Capital. Stock Compensation Plans Used to -- recruit and retain outstanding employees. -- encourage employee ownership. -- obtain additional capital from equity owners. Most critical accounting issue is whether the program causes additional expenses for the corporation (or grantor). Stock Compensation Plans New FASB standard requires companies to recognize compensation cost using the fair-value method.* Under fair-value method, companies use acceptable option-pricing models to value the options at the date of grant. *“Accounting for Stock-Based Compensation,”Statement of Financial Accounting Standards No. 123 (Norwalk, Conn: FASB, 1995); and “Share-Based Payment,”Statement of Financial Accounting Standard No. 123(R) (Norwalk, Conn: FASB, 2004). Stock Compensation Plans Noncompensatory plans allow employees to purchase stock at a price that is not significantly lower than the current market price. Compensatory plans allow employees to purchase stock at a price that is significantly lower than the current market price at the measurement date. Stock Options Noncompensatory Plans Criteria stated in APB Opinion No. 25 1. Includes substantially all full-time employees meeting certain criteria. 2. Stock is offered to eligible employees either equally or on the basis of a uniform percentage of salary or wages. 3. Exercise time is limited to a reasonable period. 4. The discount from market price is not significant. Stock Options Noncompensatory Plans Criteria stated in FASB No. 123(R) 1. Substantially all full-time employees participate on an equitable basis. 2. The discount from market is small. 3. The plan offers no substantive option feature. Stock Options Noncompensatory Plans Accounted for based on the cost principle. Record a liability at the time of issuance -- Valued at amount contributed by employees. On date of issuance of stock -- debit the liability. -- credit Capital Stock (for par value) and contributed capital. Stock Options Compensatory Plans Any plan that fails to meet one of the four criteria for noncompensatory plans is classified as a compensatory plan. The measurement date is the first date when the grantor knows -- the number of shares an employee is eligible to receive. -- the option price. Stock Options Compensatory Plans Determining Expense Compensation expense based on the fair value of the options expected to vest on the date the options are granted to the employee(s) (i.e., the grant date). Allocating Compensation Expense Over the periods in which employees perform the service—the service period. Stock Compensation Plans Example On January 1, 2006, Nichols Corporation granted 10,000 options to key executives. Each option allows the executive to purchase one share of Nichols’ $5 par value common stock at a price of $20 per share. The options were exercisable within a 2-year period beginning January 1, 2008, if the grantee is still employed by the company at the time of the exercise. On the grant date, Nichols’ stock was trading at $25 per share, and a fair value option-pricing model determines total compensation to be $400,000. On May 1, 2008, 8,000 options were exercised when the market price of Nichols’ stock was $30 per share. The remaining options lapsed in 2010 because executives decided not to exercise their options. Stock Compensation Plans Example Prepare the necessary journal entries related to the stock option plan for the years 2006 through 2010. 1/1/06 No entry on date of grant. 12/31/06 Compensation expense 200,000 Paid-in capital-stock options 200,000 ($400,000 x ½) 200,000 12/31/07 Compensation expense Paid-in capital-stock options 200,000 Stock Compensation Plans Example Prepare the necessary journal entries related to the stock option plan for the years 2006 through 2010. 5/1/08 Cash (8,000 x $20) 160,000 Paid-in capital-stock options 320,000 Common stock (8,000 x $5) Paid-in capital in excess of par 40,000 440,000 ($400,000 x 8,000 / 10,000 = $320,000) 1/1/10 Paid-in capital-stock options 80,000 Paid-in capital-expired options ($400,000 – $320,000) 80,000 Measuring the Fair Value of Fixed Stock Options Requires the application of a complex pricing model. Variables include: Exercise price Current market price of the stock Risk-free rate of interest Expected life of the options Expected volatility of the stock price Expected dividend yield of the stock Measuring the Fair Value of Fixed Stock Options TCC = FV × Total Compensation Cost Fair Value of an option [ N × (1 - FR) Number of options SP ] Service Period Expected annual forfeiture rate ARE YOU STAYING ABOVE WATER? Chapter8 Task Force Image Gallery clip art included in this electronic presentation is used with the permission of NVTech Inc.