Corporations & Stock Transactions BY RACHELLE AGATHA, CPA, MBA Slides by Rachelle Agatha, CPA, with excerpts from Warren, Reeve, Duchac Objectives: 1. Describe the nature of the corporate form of organization. 2. Describe the two main sources of stockholders’ equity. 3. Describe and illustrate the characteristics of stock, classes of stock, and entries for issuing stock. 2 Objectives: 4. Journalize the entries for cash dividends and stock dividends. 5. Journalize the entries for treasury stock transactions. 6. Describe and illustrate the reporting of stockholders’ equity. 7. Describe the effect of stock splits on corporate financial statements. 3 Objective 1 Describe the nature of the corporate form of organization. 4 Characteristics of a Corporation A corporation is a legal entity, distinct and separate from the individuals who create and operate it. As a legal entity, a corporation may acquire, own, and dispose of property in its own name. 5 The stockholders or shareholders who own the stock own the corporation. Corporations whose shares of stock are traded in public markets are called public corporations. 6 Corporations whose shares are not traded publicly are usually owned by a small group of investors and are called nonpublic or private corporations. The stockholders of all corporation have limited liability. 7 The stockholders control a corporation by electing a board of directors. The board meets periodically to establish corporate policy. It also selects the chief executive officer (CEO) and other major officers. 8 Exhibit 1 Organizational Structure of a Corporation Stockholders Board of Directors Officers Employees 9 Advantages of the Corporate Form A corporation exists separately from its owners. A corporation’s life is separate from its owners; therefore, it exists indefinitely. The corporate form is suited for raising large amounts of money from stockholders. (Continued) 10 Advantages of the Corporate Form A corporation sells shares of ownership, called stock. Stockholders can transfer their shares of stock to other stockholders. A corporation’s creditors usually may not go beyond the assets of the corporation to satisfy their claims. (Concluded) 11 Disadvantages of the Corporate Form Stockholders control management through a board of directors. As a separate legal entity, the corporation is subject to taxation. Thus, net income distributed as dividends will be taxed at both the corporate and individual levels. Corporations must satisfy many regulatory requirements. 12 Forming a Corporation 1. First step in forming a corporation is to file an application of incorporation with the state. Because state laws differ, corporations often organize in states with more favorable laws. More than half of the largest companies are incorporated in Delaware (see Exhibit 3 in Slide 14). (Continued) 13 Corporations and Their States of Incorporation 14 Forming a Corporation 2. After the application is approved, the state grants a charter or articles of incorporation which formally create the corporation. 3. Management and the board of directors prepare bylaws which are operation rules and procedures. (Concluded) 15 Organization Structure of a Corporation Costs may be incurred in organizing a corporation. The recording of a corporation’s organizing costs of $8,500 on January 5 is shown below: Jan. 5 Organizational Expense Cash 8 500 00 8 500 00 Paid costs of organizing the corporation. 16 Objective 2 Describe the two main sources of stockholders’ equity. 17 The owner’s equity in a corporation is called stockholders’ equity, shareholders’ equity, shareholders’ investment, or capital. 18 Stockholders’ Equity The two sources of capital found in the Stockholders’ Equity section of a balance sheet are paid-in capital or contributed capital (capital contributed to the corporation by stockholders and others) and retained earnings (net income retained in the business). 19 Stockholders’ Equity Section of a Corporate Balance Sheet Stockholders’ Equity Paid-in capital: Common stock Retained earnings Total stockholders’ equity $330,000 80,000 $410,000 If there is only one class of stock, the account is entitled Common Stock or Capital Stock. 20 A debit balance in Retained Earnings is called a deficit. Such a balance results from accumulated net losses. 21 Objective 3 Describe and illustrate the characteristics of stock, classes of stock, and entries for issuing stock. 22 Characteristics of Stock The number of shares of stock that a corporation is authorized to issue is stated in the charter. A corporation may reacquire some of the stock that has been issued. The stock remaining in the hands of stockholders is then called outstanding stock. 23 Shares of stock are often assigned a monetary amount, called par. Corporations may issue stock certificates to stockholders to document their ownership. Some corporations have stopped issuing stock certificates except on special request. 24 Stock issued without a par is called no-par stock. Some states require the board of directors to assign a stated value to no-par stock. Some state laws require that corporations maintain a minimum stockholder contribution, called legal capital, to protect creditors. 25 Number of Shares Authorized, Issued, and Outstanding Outstanding Authorized Issued 26 Major Rights That Accompany Ownership of a Share of Stock 1. The right to vote in matters concerning the corporation. 2. The right to share in distributions of earnings. 3. The right to share in assets on liquidation. 27 Two Primary Classes of Paid-In Capital The two primary classes of paid-in capital are common stock and preferred stock. The primary attractiveness of preferred stocks is that they are preferred over common as to dividends. 28 A corporation has 1,000 shares of $4 preferred stock and 4,000 shares of common stock outstanding. The net income, amount of earnings retained, and the amount of earnings distributed are as follows: 2006 2007 2008 Net income $20,000 $9,000 $62,000 Amount retained 10,000 6,000 40,000 Amount distributed $10,000 $3,000 $22,000 29 Dividends to Common and Preferred Stock 30 Sandpiper Company has stock 20,000 shares of 1% preferred stock of $100 par and 100,000 shares of $50 par common stock. The following amounts were distributed as dividends: Year 1: $10,000 Year 2: 25,000 Year 3: 80,000 Determine the dividends per share for preferred and common stock for each year. 31 Year 1 Amount distributed Preferred dividend (20,000 shares) Common dividend (100,000 shares) Dividends per share: Preferred Common stock Year 2 Year 3 $10,000 $25,000 $80,000 10,000 20,000 20,000 $ 5,000 $60,000 $1.00 $0.05 $1.00 $0.60 $ 0 $0.50 None 32 Issuing Stock A corporation is authorized to issue 10,000 shares of preferred stock, $100 par, and 100,000 shares of common stock, $20 par. One-half of each class of authorized shares is issued at par for cash. Cash Preferred Stock Common Stock Issued preferred stock and common stock at par for cash. 33 1,500 000 00 500 000 00 1,000 000 00 When a stock is issued for a price that is more than its par, the stock has sold at a premium. When stock is issued for a price that is less than its par, the stock has sold at a discount. 34 Premium on Stock Caldwell Company issues 2,000 shares of $50 par preferred stock for cash at $55. Cash Preferred Stock 110 000 00 100 000 00 Paid-in Capital in Excess of Par—Preferred Stock Issued $50 par preferred stock at $55. 10 000 00 35 A corporation acquired land for which the fair market value cannot be determined. The corporation issued 10,000 shares of $10 par common that has a current market value of $12 in exchange for the land. Land 120 000 00 Common Stock Paid-in Capital in Excess of Par 100 000 00 20 000 00 Issued $10 par common stock valued at $12 per share, for land. 36 No-Par Stock A corporation issues 10,000 shares of no-par common stock at $40 a share. Cash Common Stock Issued 10,000 shares of no-par common stock at $40. 400 000 00 400 000 00 37 At a later date, the corporation issues 1,000 additional shares at $36. Cash 36 000 00 Common Stock Issued 1,000 shares of no- 36 000 00 par common stock at $36. 38 Stated Value Some states require that the entire proceeds from the issue of no-par stock be recorded as legal capital. In other states, no-par stock may be assigned a stated value per share. 39 Stated Value Using the same data as we used for par the transaction is recorded as follows: Cash 400 000 00 Common Stock Paid-in Capital in Excess of Stated Value 250 000 00 150 000 00 Issued 10,000 shares of no-par common at $40. Stated value, $25. 40 The corporation issued 1,000 shares of no-par common stock at $36 (stated value, $25). Cash 36 000 00 Common Stock Paid-in Capital in Excess of Stated Value 25 000 00 11 000 00 Issued 1,000 shares of no-par common at $36. Stated value, $25. 41 On March 6, Limerick Corporation issued for cash 15,000 shares of no-par common stock at $30. On April 13, Limerick issued at par 1,000 shares of 4%, $40 par preferred stock for cash. On May 19, Limerick issued for cash 15,000 shares of 4%, $40 par preferred stock at $42. Journalize the entries to record the March 6, April 13, and May 19 transactions. 42 Mar. 6 Cash Common Stock (15,000 shares x $30) 450,000 450,000 Apr. 13 Cash 40,000 Preferred Stock (1,000 shares x $40) May 19 Cash 40,000 630,000 Preferred Stock Paid-in Capital in Excess of Par (15,000 shares x $42) 600,000 30,000 43 Objective 4 Journalize the entries for cash dividends and stock dividends. 44 Cash Dividends A cash distribution of earnings by a corporation to its stockholders is called a cash dividend. There are usually three conditions that a corporation must meet to pay a cash dividend. 1. Sufficient retained earnings 2. Sufficient cash 3. Formal action by the board of directors 45 Three Important Dividend Dates First is the date of declaration. Assume that on December 1, Hiber Corporation declares a $42,500 dividend ($12,500 to the 5,000 preferred stockholders and $30,000 to the 100,000 common stockholders. 46 Heber Corporation records the $42,500 liability on the declaration date. Dec. 1 Cash Dividends Cash Dividends Payable 42 500 00 42 500 00 Declared cash dividend. 47 Three Important Dividend Dates The second important date is the date of record. For Hiber Corporation this would be December 10. No entry is required since this date merely determines which stockholders will receive the dividend. 48 Three Important Dividend Dates The third important date is the date of payment. On January 2, Hiber issues dividend checks. Jan. 2 Cash Dividends Payable Cash 42 500 00 42 500 00 Paid cash dividend. 49 The important dates in connection with a cash dividend of $75,000 on a corporation’s common stock are February 26, March 30, and April 2. Journalize the entries required on each date. Feb. 26 Cash Dividends Cash Dividends Payable 75,000 75,000 Mar.30 No entry required. Apr. 2 Cash Dividends Payable Cash 75,000 75,000 50 Stock Dividends A distribution of dividends to stockholders in the form of the firm’s own shares is called a stock dividend. 51 On December 15, the board of directors of Hendrix Corporation declares a 5% stock dividend of 100,000 shares (2,000,000 shares x 5%) to be issued on January 10 to stockholders of record on December 31. The market price on the declaration date is $31 a share. 52 The entry to record the declaration of the 5 percent stock dividend is as follows: Dec. 15 Stock Dividend (100,000 x $31 market) 3,100 000 00 Stock Dividend Distributable 2,000 000 00 Paid-in Capital in Excess of Par—Common Stock 1,100 000 00 Declared 5% (100,000 share) stock dividend on $20 par common stock with a market value of $31 per share. 53 On January 10, the number of shares outstanding is increased by 100,000. The following entry records the issue of the stock: Jan. 10 Stock Dividends Distributable Common Stock 2,000 000 00 2,000 000 00 Issued stock for the stock dividend. 54 Vienna Highlights Corporation has 150,000 shares of $100 par common stock outstanding. On June 14, Vienna Highlights declared a 4% stock dividend to be issued August 15 to stockholders of record on July 1. The market price of the stock was $110 a share on June 14. Journalize the entries required on June 14, July 1, and August 15. 55 June 14 Stock Dividends (150,000 x 4% x $110) 660,000 Stock Dividends Distributable (6,000 x $100) Paid-in Capital in Excess of Par— Common Stock ($660,000 – $600,000) 600,000 60,000 July 1 No entry required. Aug. 15 Stock Dividend Distributable Common Stock 600,000 600,000 56 Objective 5 Journalize the entries for treasury stock transactions. 57 Treasury Stock Transactions Occasionally, a corporation buys back its own stock to provide shares for resale to employees, for reissuing as a bonus to employees, or for supporting the market price of the stock. This stock is referred to as treasury stock. 58 On January 5, a firm purchased 1,000 shares of treasury stock (common stock, $25 par) at $45 per share. The cost method for accounting for treasury stock is used. Treasury Stock Cash 45 000 00 45 000 00 Purchased 1,000 shares of treasury stock at $45. 59 Later, 200 shares of treasury stock were sold for $60 per share. Cash 12 000 00 Treasury Stock* 9 000 00 Paid-in Capital from Sale of Treasury Stock 3 000 00 Sold 200 of treasury stock at $60. *The amount debited to Treasury Stock per share when purchased is the amount per share that must be credited to that account when sold. 60 Sold 200 shares of treasury stock at $40 per share. Cash 8 000 00 Paid-in Capital from Sale of Treasury Stock Treasury Stock 1 000 00 9 000 00 Sold 200 of treasury stock at $40. 61 On May 3, Buzz Off Corporation reacquired 3,200 shares of its common stock at $42 per share. On July 22, Buzz Off sold 2,000 of the reacquired shares at $47 per share. On August 30, Buzz Off sold the remaining shares at $40 per share. Journalize the transactions of May 3, July 22, and August 30. 62 May 3 Treasury Stock (3,200 x $42) Cash 134,400 134,400 July 22 Cash (2,000 x $47) 94,000 Treasury Stock (2,000 x $42) 84,000 Paid-in Capital from Sale of Treasury Stock [2,000 x ($47 – $42)] 10,000 Aug.30 Cash (1,200 x $40) Paid-in Capital from Sale of Treasury Stock [1,200 x ($42 – $40)] Treasury Stock (1,200 x $42) 48,000 2,400 50,400 63 Objective 6 Describe and illustrate the reporting of stockholders’ equity. 64 Stockholders’ Equity Section of a Balance Sheet 65 Using the following accounts and balances, prepare the Stockholders’ Equity section of the balance sheet. Forty thousand shares of common stock are authorized and 5,000 shares have been reacquired. Common Stock, $50 par Paid-in Capital in Excess of Par Paid-in Capital from Sale of Treasury Stock Retained Earnings Treasury Stock $1,500,000 160,000 44,000 4,395,000 120,000 66 66 Stockholders’ Equity Paid-in capital: Common stock, $50 par (40,000 shares authorized, 30,000 shares issued) $1,500,000 Excess of issue price over par 160,000 $1,660,000 From sale of treasury stock 44,000 Total paid-in capital $1,704,000 Retained earnings 4,395,000 Total $6,099,000 Deduct treasury stock (5,000 shares at cost) 120,000 Total stockholders’ equity $5,979,000 67 Retained Earnings Statement 68 Restrictions The retained earnings available for use as dividends may be limited by the actions of a corporation’s board of directors. These amounts, called restrictions or appropriations, remain part of the retained earnings. However, they must be disclosed, usually in the notes to the financial statements. 69 Statement of Stockholders’ Equity 70 Dry Creek Camera Inc. reported the following results for the year ending March 31, 2008: Retained earnings, April 1, 2007 Net income Cash dividends declared Stock dividends declared $3,338,500 461,500 80,000 120,000 Prepare a retained earnings statement for the fiscal year ended March 31, 2008. 71 DRY CREEK CAMERAS INC. RETAINED EARNINGS STATEMENT For the Year Ended March 31, 2008 Retained earnings, April 1, 2007 Net income Less dividends declared Increase in retained earnings Retained earnings, March 31, 2008 $3,338,500 $461,500 200,000 261,500 $3,600,000 72 Objective 7 Describe the effect of stock splits on corporate financial statements. 73 13-7 Stock Splits A corporation sometimes reduces the par or stated value of their common stock and issues a proportionate number of additional shares. This process is called a stock split. 74 Rojek Corporation has 10,000 shares of $100 par common stock outstanding with a current market price of $150 per share. The board of directors declares a 5-for-1 stock split. 75 BEFORE STOCK SPLIT AFTER 5:1 STOCK SPLIT 4 shares, $100 par 20 shares, $20 par $400 total par value $400 total par value 76 Since a stock split changes only the par or stated value and the number of shares outstanding, it is not recorded by a journal entry. The details of the stock split are normally disclosed in the notes to the financial statements. 77 Summary Nature of Corporations Main sources of stockholders equity Characteristics of stock Journalize transactions Reporting of Stockholders Equity