CHAPTER 23 EARNINGS PER SHARE Connolly – International Financial Accounting and Reporting – 4th Edition 23.1 INTRODUCTION • Used by existing and potential investors: Compare results over time Compare performance with similar companies and/or the market Key component of P/E ratio Connolly – International Financial Accounting and Reporting – 4th Edition 23.2 EARNINGS - QUALITY • • Quantity vs. Quality Defining quality Repeatable earnings Controllable earnings Bankable earnings Connolly – International Financial Accounting and Reporting – 4th Edition 23.3 PRO-FORMA EARNINGS • • • • Earnings calculated on the basis of hypothetical amounts being excluded from the financial statements (e.g. certain non-recurring items such as goodwill impairment or restructuring costs) To help assess core underlying operations and future prospects Part of a package of information But unregulated and subjective, and why should ‘one-off’ costs be excluded as they are real and might be a sign of poor management Connolly – International Financial Accounting and Reporting – 4th Edition 23.4 EARNINGS MANAGEMENT • • • • Material and intentional misrepresentation of results Adjustments outside the bounds of acceptable accounting practice Income smoothing Variety of methods employed Unsuitable revenue recognition Inappropriate accruals and estimates Excessive provisions Connolly – International Financial Accounting and Reporting – 4th Edition 23.5 IAS 33 EARNINGS PER SHARE • • • Objective To prescribe principles for the determination and presentation of earnings per share Focus on determining the denominator of calculation Scope Enterprises whose shares are publicly traded Enterprises in process of issuing such shares Enterprises electing to disclose EPS When a entity presents both consolidated and separate financial statements, the disclosures required by IAS 33 need be presented only on the basis of consolidated information Connolly – International Financial Accounting and Reporting – 4th Edition BASIC EPS Connolly – International Financial Accounting and Reporting – 4th Edition 23.6 BASIC EPS Profit / loss attributable to ordinary shareholders* Weighted average number of ordinary shares in issue during period *Profit after interest, tax, NCI and preference dividends Connolly – International Financial Accounting and Reporting – 4th Edition Example 23.1: Basic EPS – no changes in period (1) A company has profits (or earnings) for the year of €100,000 and has 200,000 ordinary shares. EPS = €100,000 x 100 = 50 cent per share 200,000 Connolly – International Financial Accounting and Reporting – 4th Edition Example 23.2: Basic EPS – no changes in period (2) A company has the following issued share capital throughout the year: • 200,000 ordinary shares of €1; and • 50,000 10% preference shares of €1. Extracts from the company’s financial statements for the year ended 31 December 2012 showed: € Net profit 60,000 Taxation (20,000) Net profit after taxation 40,000 Dividends not deducted in arriving at the profit figure: Preference dividend 5,000 Ordinary dividend 9,000 Requirement Calculate the basic EPS for 2012 Connolly – International Financial Accounting and Reporting – 4th Edition Example 23.2: Basic EPS – no changes in period (2) Solution EPS = €35,000 / 200,000 = 17.5 cent per share See Chapter 23, Example 23.3 Connolly – International Financial Accounting and Reporting – 4th Edition LOSSES If the earnings figure is a negative figure then the earnings per share should be calculated in the normal way but shown as a loss per share Connolly – International Financial Accounting and Reporting – 4th Edition Changes in ordinary share capital and its effect on basic EPS If new shares are issued, the denominator in basic EPS calculation has to be changed. For example: 1. Issue at full market price 2. Bonus issue, share split and share consolidation 3. Rights issues 4. Shares issued as part of the purchase consideration for a business combination Connolly – International Financial Accounting and Reporting – 4th Edition 1. Issue at full market price • • Where new ordinary shares have been issued either for cash at full market price or as consideration for the acquisition of an asset, the earnings should be apportioned over the average number of shares ranking for dividend during the period weighted on a time basis There is no retrospective effect See Chapter 23, Example 23.4 Connolly – International Financial Accounting and Reporting – 4th Edition Example 23.5: Issue at full market price (2) RP plc prepares its financial statements to 31 December each year and has a capital structure consisting of: • • 100,000 10% preference shares of €1 each; and 100,000 €1 ordinary shares. In 2011 and 2012, RP plc had profits after tax of €50,000 and €60,000 respectively. On 30 September 2012, RP plc made an issue at full market price of 50,000 €1 ordinary shares. Preference dividends are not charged in arriving at profit after tax. Requirement Calculate the basic EPS for 2012 and the corresponding figure for 2011. Connolly – International Financial Accounting and Reporting – 4th Edition Example 23.5: Issue at full market price (2) Solution Profit after tax Preference dividend Shares at 1 January Issue of shares at full market price (50,000 x 3/12) Shares for EPS calculation EPS 2012 (€) 2011 (€) 60,000 50,000 (10,000) (10,000) 50,000 40,000 100,000 100,000 12,500 Nil 112,500 100,000 44c (€50,000 / 112,500) 40c (€40,000 / 100,000) Connolly – International Financial Accounting and Reporting – 4th Edition 2. Bonus issue, share split and share consolidation Bonus issue = capitalisation of reserves and will have no effect on the earning capacity of the company. • • • Ordinary shares are issued to existing shareholders for no additional consideration The number of shares outstanding is increased without an increase in resources The number of shares outstanding is adjusted as if the share issue occurred at the beginning of the earliest period presented the corresponding figures for all earlier periods should be adjusted accordingly See Chapter 23, Example 23.6 Connolly – International Financial Accounting and Reporting – 4th Edition Change in ordinary share capital after the reporting date • • As noted previously, retrospective adjustment of comparative EPS is required in the case of a full or partial bonus issue of ordinary shares This also applies if a change in ordinary share capital due to a bonus issue occurs after the reporting period but before the financial statements are authorised for issue Connolly – International Financial Accounting and Reporting – 4th Edition Example 23.7: Bonus issue (2) At 31 December 2011, Ben plc had 4 million ordinary 25 cent shares in issue and 500,000 10% preference shares of €1 each. On 1 October 2012, the company made a one for four bonus issue out of reserves. The profit after tax for the year ended 31 December 2012 was €550,000 and for the year ended 31 December 2011 was €450,000. Preference dividends are not charged in arriving at the profit after tax. Requirement Calculate the basic EPS for 2011 and 2012. Connolly – International Financial Accounting and Reporting – 4th Edition Example 23.7: Bonus issue (2) Solution EPS 2012 € Profit after tax 550,000 Preference dividend (50,000) Earnings 500,000 Number of Shares 4m x 5 / 4 EPS (€500,000 / 5,000,000) 5,000,000 10c Connolly – International Financial Accounting and Reporting – 4th Edition Example 23.7: Bonus issue (2) Solution € EPS 2011 Profit after tax 450,000 Preference dividend (50,000) Earnings 400,000 As originally reported 10c (€400,000 / 4,000,000) Restated in 2012 financial statements 8c (10c x (4m / 5m)) Connolly – International Financial Accounting and Reporting – 4th Edition 2. Bonus issue, share split and share consolidation Share splits and share consolidations Similar considerations apply where equity shares are split into shares of smaller nominal value [e.g. a share of €1 nominal value is divided into 4 shares of 25c each] or consolidated into shares of a higher nominal value [e.g. 4 shares of 25c each are consolidated into one share of €1]. i.e. number of shares outstanding before the event is adjusted for the proportionate change. The comparative figure must be adjusted. See Chapter 23, Example 23.8 Connolly – International Financial Accounting and Reporting – 4th Edition 3. RIGHTS ISSUE • • • Issue of shares for cash to existing shareholders at a price (usually) below the current market price Equivalent to a cash issue at full market price combined with a subsequent bonus issue When a company makes a RI at less than full market price, this results in there being a new market price (after RI), which will be less than that which existed when the rights issue took place. The new market price is known as the theoretical ex rights price (TERP). Connolly – International Financial Accounting and Reporting – 4th Edition Example 23.9: Rights issue (1) ABC has the following capital structure: €200,000 10% €1 preference shares and €200,000 €1 ordinary shares. On 1 October 2012, ABC plc made a one for five rights issue at a price of €1.20. The market value on the last day of quotation cum rights was €1.50. Calculation of TERP: € Wealth of shareholder with 5 ordinary shares prior to RI: 5 x €1.50 7.50 Cost of taking up the right to buy one ordinary share: 1 x €1.20 1.20 8.70 No of shares in issue: /6 Therefore TERP: €1.45 Connolly – International Financial Accounting and Reporting – 4th Edition Example 23.10: Rights issue (2) 2010 2011 Net profit as at 31 December €24,000 €30,400 Shares before rights issue 100,000 2012 €36,000 The rights issue is to be one share for every five currently held (giving 20,000 new shares). Exercise price is €1.00. The last date to exercise rights is 1 April 2011. The fair value of an ordinary share before the issue is €2.20. Requirement Calculate the basic EPS for 2010, 2011 and 2012. Connolly – International Financial Accounting and Reporting – 4th Edition Example 23.10: Rights issue (2) Solution 2010 €24,000 / 100,000 share = 24 cent 2011 Step 1: Calculate the TERP 5 shares x €2.20 11.00 1 share x €1.00 1.00 6 shares 12.00 TERP €12.00 / 6 shares = €2.00 Step 2: Adjust 2010 EPS in 2011 FS 24c x 2.00 / 2.20 = 21.82 c Connolly – International Financial Accounting and Reporting – 4th Edition Example 23.10: Rights issue (2) Step 3: Calculate the basic EPS 100,000 x 3/12 x €2.20 / €2.00 27,500 120,000 x 9/12 90,000 117,500 EPS = €30,400 / 117,500 = 25.87c 2012 EPS = €36,000 / 120,000 = 30c Connolly – International Financial Accounting and Reporting – 4th Edition 4. Shares issued as part of the purchase consideration for a business combination Shares issued as part of the purchase consideration for a business combination are included in the weighted average number of shares as and from the date of acquisition. Why? The results of the new subsidiary are included in the consolidated financial statements from that date only. Connolly – International Financial Accounting and Reporting – 4th Edition Example 23.11: Shares issued as part of the purchase consideration for a business combination Pete plc has 1 million shares in issue on 1 January 2012. On 1 July 2012, Pete plc acquired 80% of the ordinary shares of Sue plc. As part of the consideration, Pete plc issued 400,000 ordinary shares at market value 2.50. The number of shares for the EPS calculation for year ended 31 December 2012 is: (1m x 6/12) + (1.4m x 6/12) = 1.2m Connolly – International Financial Accounting and Reporting – 4th Edition Disclosure requirements for basic EPS • On face of SPLOCI – basic EPS for profit/loss from continuing operations attributable to the ordinary equity holders, including comparative figures. Disclosure still required if basic EPS negative. • In the notes – amount used as the numerator in calculating basic EPS and a reconciliation of that amount to the net profit/loss for the period. • In the notes – weighted average number of ordinary shares used in the calculation. Connolly – International Financial Accounting and Reporting – 4th Edition DILUTED EPS Connolly – International Financial Accounting and Reporting – 4th Edition 23.7 DILUTED EPS A company may have securities which do not have a claim to equity earnings NOW, but may do in the FUTURE. These include: 1. options or warrants; 2. rights granted under employee or other share purchase plan; 3. contingently issuable shares; 4. convertible loan stock or preference shares; and 5. separate classes of equity share not yet entitled to a share of equity earnings, but becoming so in the future. i.e. they could increase the number of equity shares ranking for dividend and so dilute or ‘water down’ EPS Connolly – International Financial Accounting and Reporting – 4th Edition Diluted EPS Net profit attributable to ordinary shareholders (adjusted for effects of all dilutive ordinary shares) Divided by Weighted average number of ordinary shares outstanding during period (adjusted for effects of all dilutive ordinary shares) Connolly – International Financial Accounting and Reporting – 4th Edition Diluted EPS • • • • • • At the end of a reporting period, an entity may have securities that do not have a claim to equity earnings at the reporting date but may at some future date These securities are potential ordinary shares (POS) Diluted EPS is a calculation of how basic EPS may be diluted in the future as a result of the existence of POS Dilutive POS should be deemed to have been converted into ordinary shares at the beginning of the period or, if later, the date of the issue of the POS In considering whether POS are dilutive or anti-dilutive, each issue of POS is considered separately rather than in aggregate In order to maximise the dilution of basic EPS, each issue of POS is considered in sequence from the most dilutive to the least dilutive Connolly – International Financial Accounting and Reporting – 4th Edition Diluted EPS POS should be treated as dilutive when conversion would decrease the net profit per share from continuing ordinary operations Connolly – International Financial Accounting and Reporting – 4th Edition 1. Share options or warrants • • • A share option allows purchase of a share at a favourable amount (less than its fair value) Proceeds are assumed to be a combination of shares issued at fair (market) value and shares issued for nil consideration Calculation of diluted EPS includes those shares deemed as issued for no consideration as those issued at market value are deemed to be non dilutive Connolly – International Financial Accounting and Reporting – 4th Edition Example 23.12: Share options Net profit for 2012 Weighted average number of ordinary shares for 2012 Average fair value of one ordinary share Weighted average number of shares under option during 2012 Exercise price for shares under option in 2012 Requirement Calculate the basic and diluted EPS for 2012 Connolly – International Financial Accounting and Reporting – 4th Edition €1,000,000 10 million €2.40 3 million €2.00 Example 23.12: Share options Solution Basic for 2012 Earnings Shares EPS €1,000,000 10,000,000 10c Nil 500,000 €1,000,000 10,500,000 Options Number of options Options Issued at fair value 3.0m X 2.00 / 2.40 Shares at nil consideration Connolly – International Financial Accounting and Reporting – 4th Edition 3.0m (2.5m) 0.5m 9.5c 2. Employee share options • • • Increasingly popular as an incentive scheme Many include performance criteria which mean that they are contingent on certain conditions being met As with the share option approach, only include those shares deemed as issued for no consideration Connolly – International Financial Accounting and Reporting – 4th Edition Example 23.13: Non-performance-related employee share option scheme A company runs a share option scheme based on the employee’s period of service. At 31 December 2012 the provisions of the scheme were: Date of grant Market price at grant date Exercise price of option Date of vesting Number of shares under option Net profit for 2012 Weighted average number of ordinary shares Average fair value of an ordinary share Requirement Calculate the basic and diluted EPS for 2012 Connolly – International Financial Accounting and Reporting – 4th Edition 1 January 2012 €2.24 €1.80 31 December 2014 3 million €1,000,000 10 million €2.70 Example 23.13: Non-performance-related employee share option scheme Solution Shares Net profit Basic EPS 10m Number of shares on option 3m EPS €1,000,000 10c 9.1c No of shares that would have been issued at FV: (3m x €1.80)/€2.70 (2.0m) Issued for no consideration 1.0m Diluted EPS 11.0m €1,000,000 Connolly – International Financial Accounting and Reporting – 4th Edition 3. Contingently issuable shares • • • • Issued after certain criteria have been met For purposes of diluted EPS, these shares are included in full Many employee share option schemes operate in this manner Include in EPS calculation from the date when all necessary conditions are satisfied (i.e. when the contingent events have occurred) Connolly – International Financial Accounting and Reporting – 4th Edition Example 23.14: Contingently issuable shares A company has 500,000 ordinary shares in issue at 1 January 2010. A recent business acquisition has given rise to the following contingently issuable shares: • 10,000 ordinary shares for every new branch opened in the three years 2010 – 2012; and • 1,000 ordinary shares for every €2,000 of net profit in excess of €900,000 over the three years ended 31 December 2012. Shares related to the opening of a new branch are issue when the branch is opened, while shares related to the net profit contingency are issued on 1 January following the period in which the condition is met. A new branch was opened on 1 July 2010, another on 31 March 2011 and another on 1 October 2012. Reported net profits over the three years were €350,000, €400,000 and €600,000 respectively. Requirement Calculate the basic and diluted EPS for 2010, 2011 and 2012. Connolly – International Financial Accounting and Reporting – 4th Edition Example 23.14: Contingently issuable shares 2010 2011 2012 € € € Earnings 350,000 400,000 600,000 Ordinary shares 500,000 510,000 520,000 Branch contingency 5,000 (i) 7,500 (i) 2,500 (i) Earnings contingency - (ii) - (ii) - (ii) Total shares 505,000 517,500 522,500 Basic EPS 69.3p 77.3p 114.8p Earnings 350,000 400,000 600,000 Ordinary shares 505,000 517,500 522,500 Branch contingency 5,000 (iii) 2,500 (iii) 7,500 (iii) Earnings contingency - - 225,000 (iv) Total shares 510,000 520,000 755,000 Diluted EPS 68.6p 76.9p 79.5p . Additional shares: Connolly – International Financial Accounting and Reporting – 4th Edition 4. Convertibles • • • • • Convertible loans or convertible preference shares Conversion of these instruments would affect both earnings and number of shares in an EPS calculation Interest is paid out on the bond, but when conversion takes place this interest is no longer payable Preference dividends saved when preference shares are converted Whereas loan interest is allowable for tax purposes, dividends are not Connolly – International Financial Accounting and Reporting – 4th Edition Example 23.15: Convertible debt Net profit €500 Ordinary shares in issue 1,000 Convertible 15 % bonds 200 Each block of 5 bonds is convertible to 8 ordinary shares. The tax rate (including any deferred tax) is 40%. Solution Basic EPS = €500 / 1,000 = 50c Diluted EPS Earnings per basic EPS Add interest saved net of tax 200 x 15% x 60% € 500 18 518 1,000 320 1,320 Shares per basic EPS Add maximum shares on conversion 200 x 8/5 DEPS = 518 / 1,320 = 39.2c Connolly – International Financial Accounting and Reporting – 4th Edition 5. Ranking dilutive securities • • • • • When there is more than one type of POS, it is necessary to determine whether each type is dilutive or anti-dilutive When calculating diluted EPS, each type of POS is considered separately and in sequence from the most dilutive to the least dilutive Most dilutive POS are those with the lowest earnings per incremental share POS do not necessarily have a dilutive effect on basic EPS POS are anti-dilutive when their conversion to ordinary shares would increase EPS from continuing operations Connolly – International Financial Accounting and Reporting – 4th Edition Example 23.16: Ranking dilutive securities (1) Net profit attributable to ordinary shareholders €20m Net profit from discontinued operations €5.0m Ordinary shares outstanding 50m Average fair value per ordinary share €5.00 Potential ordinary shares: • Convertible preference shares – 500,000 entitled to a cumulative dividend of €5. Each is convertible to 3 shares. • 3% convertible bond – nominal amount €50m. Each €1,000 bond is convertible to 50 shares. There is no amortisation of premium or discounting affecting the interest expense • Options – 10m with exercise price of €4. Tax rate is 30%. Requirement Calculate the basic and diluted EPS. Connolly – International Financial Accounting and Reporting – 4th Edition Example 23.16: Ranking dilutive securities (1) Solution The effect on earnings on conversions of POS: Convertible Impact on Earnings € Impact on Shares Effect on earnings per incremental shares Preference shares 2,500,000 (500k x 5) 1,500,000 (500k x 3) 1.67 1,050,000 (50m x 3% x 70%) 2,500,000 (50m / 1,000 x 50) 0.42 Nil 2,000,000 (10m – (10m x 4/5)) Nil Bonds Options Connolly – International Financial Accounting and Reporting – 4th Edition Example 23.16: Ranking dilutive securities (1) Basic EPS Options 3% conv. bonds Conv. pref. shares Earnings (€) Shares EPS 15,000,000 50,000,000 30.0c Nil 2,000,000 15,000,000 52,000,000 1,050,000 2,500,000 16,050,000 54,500,000 2,500,000 1,500,000 18,550,000 56,000,000 See Chapter 23, Example 23.17 Connolly – International Financial Accounting and Reporting – 4th Edition 28.8c Dilutive 29.4c Anti Dilutive 33.1c Anti Dilutive Presentation and disclosure • • • • EPS is presented for every period for which a SPLOCI is presented Present basic and diluted EPS with equal prominence on the face of the SPLOCI Present EPS for discontinued operations if discontinued operations reported Present basic and diluted EPS even if amounts are negative (i.e. a loss per share) Connolly – International Financial Accounting and Reporting – 4th Edition Presentation and disclosure • • • • Amounts used in the numerators of the calculations and a reconciliation to profit or loss presented in the SPLOCI Weighted average number of ordinary shares for basic and diluted EPS, with a reconciliation of these denominators to each other POS excluded because they are anti-dilutive Alternative per share calculations Connolly – International Financial Accounting and Reporting – 4th Edition Example 23.18: Basic and diluted EPS The following information is available for Diamond Limited for 2012: Earnings Net profit attributable to continuing operations Less preference dividends Profit from continuing operations attributable to ordinary shareholders Loss from discontinued operations Net profit attributable to ordinary shareholders Ordinary shares outstanding Average market price of one ordinary share during 2012 Potential ordinary shares: Options Convertible preference shares 5% convertible bond € 16,400,000 (6,400,000) 10,000,000 (4,000,000) 6,000,000 2,000,000 €75 100,000 options with exercise price of €60 800,000 8% €100 convertible preference shares, with each preference share held convertible into two ordinary shares 100m 5% €1 convertible bonds, with each 1,000 block convertible into 20 ordinary shares 40% Tax rate Requirement Calculate the basic and diluted EPS for 2012. Connolly – International Financial Accounting and Reporting – 4th Edition Example 23.18: Basic and diluted EPS Increase in earnings attributable to ordinary shareholders on conversion of POS Increase in earnings Options Increase in earnings Incremental shares (100,000 x (€75 - €60) / €75) Convertible preference shares Increase in earnings (€8 x 800,000) Incremental shares (2 x 800,000) 5% convertible bonds Increase in earnings (100m x 5% x 0.6) Incremental shares Increase in number of ordinary shares Earnings per incremental share 20,000 Nil 1,600,000 4 2,000,000 1.50 Nil 6,400,000 3,000,000 Ranking – (1) options, (2) convertible bonds, (3) convertible preference shares Connolly – International Financial Accounting and Reporting – 4th Edition Example 23.18: Basic and diluted EPS Computation of diluted earnings per share Earnings (€) As reported Options 10,000,000 5% convertible bonds Convertible preference shares 10,000,000 3,000,000 13,000,000 6,400,000 19,400,000 Ordinary shares 2,000,000 20,000 2,020,000 2,000,000 4,020,000 1,600,000 5,620,000 EPS 5.00 4.95 dilutive 3.23 dilutive 3.45 antidilutive The convertible preference shares are ignored in calculating the DEPS as they are antidilutive. Computation of basic and diluted EPS: Profit from continuing operations Loss from discontinued operations Net profit * (€4,000,000 ÷ 2m) ** (€4,000,000 ÷ 4.02m) Basic 5.00 (2.00)* 3.00 = (2.00) = (0.99) Connolly – International Financial Accounting and Reporting – 4th Edition Diluted 3.23 (0.99)** 2.24