Shareholders’ Equity Insert Book Cover Picture 18 Copyright © 2007 by The McGraw-Hill Companies, Inc. All rights reserved. 18-2 Learning Objectives Describe the components of shareholders’ equity and explain how they are reported in a statement of shareholders’ equity. 18-3 The Nature of Shareholders’ Equity Assets – Liabilities = Shareholders’ Equity Net Assets (Residual Interest) 18-4 Sources of Shareholders’ Equity Amounts invested by shareholders Shareholders’ Equity Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income Amounts earned by corporation Other gains and losses not included in net income 18-5 The Corporate Organization Advantages: Ease of raising capital. Ease of ownership transfer. Limited liability. Continuous existence. Disadvantages: Double taxation. Government regulation. 18-6 Types of Corporations Not-for-profit corporations include hospitals, charities, and government agencies such as FDIC. Publicly-held corporations whose shares are widely owned by the general public. Privately-held corporations whose shares are owned by only a few individuals. 18-7 Hybrid Organizations S Corporation Limited liability protection of a corporation. Maximum number of owners. Double taxation avoided. Limited liability company Limited liability protection of a corporation. All owners may be involved in management without losing limited liability protection. No limit on number of owners. Limited liability partnership Owners are liable for their own actions but not entirely liable for actions of other partners. 18-8 Formation of a Corporation Nature and location of business activities. Number and classes of shares authorized. Composition of initial board of directors. 18-9 Formation of a Corporation Articles of incorporation are filed with the state. State issues a corporate charter. Shares of stock issued. Board of directors appoint officers. Board of directors elected by shareholders. 18-10 Fundamental Share Rights Right to vote. Right to share in profits when dividends are declared. Preemptive right to maintain percentage ownership. Right to share in distribution of assets if company is liquidated. 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. 18-11 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. 18-12 Authorized, Issued, and Outstanding Capital Stock Outstanding shares are issued shares that are owned by shareholders. Authorized Shares Issued Shares 18-13 Outstanding Shares Treasury Shares Unissued Shares Treasury shares are issued shares that have been reacquired by the corporation. Authorized, Issued, and Outstanding Capital Stock 18-14 Outstanding shares are issued shares that are owned by stockholders. Authorized Shares Outstanding Shares Retired Shares Unissued Shares Retired shares assume the same status as authorized but unissued shares. 18-15 Capital Stock Par value stock Designated dollar amount per share stated in the corporate charter. Par value has no relationship to market value. No-par stock Dollar amount per share not designated in corporate charter. Corporations can assign a stated value per share (treated as if par value). 18-16 Capital Stock Legal capital is . . . The portion of shareholders’ equity that must be contributed to the firm when stock is issued. 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 no-par stock. 18-17 Types of Capital Stock Common Preferred 18-18 Common Stock The basic voting stock of the corporation. Ranks after preferred stock for dividend and liquidation distribution. Dividends determined by the board of directors. 18-19 Preferred Stock Generally does not have voting rights. Usually has a par or stated value. Dividend and liquidation preference over common stock. May be convertible, callable, and/or redeemable. 18-20 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 Dividends Cumulative Unpaid dividends must be paid in full before any distributions to common stock. Dividends in arrears are not liabilities, but the per share and aggregate amounts must be disclosed. 18-21 18-22 Learning Objectives Describe comprehensive income and its components. 18-23 Comprehensive Income Comprehensive income includes losses and gains that traditionally have been excluded from net income. Net holding losses (gains) on investments. Postretirement plans: Losses (gains) Prior service cost. Deferred losses (gains) from derivatives. Losses (gains) from foreign currency translations. 18-24 Comprehensive Income Components of comprehensive income created during the reporting period: ($ in millions) Net income Other comprehensive income: Net unrealized holding gains (losses) on investments (net of tax)† $ x Losses (gains) on postretirement benefit plans (net of tax)‡ (x) Prior service cost on postretirement benefit plans (net of tax)# x Deferred losses (gains) from derivatives (net of tax)§ Losses (gains) from foreign currency translation (net of tax)* x Comprehensive income † ‡ # § * $xxx x xx $xxx Changes in the market value of securities available-for-sale. Increases (decreases) in the postretirement benefit obligation from changing assumptions as well as plan assets earning less or more than expected (described in Chapter 17). Cost of recalculating postretirement benefits in prior years after amending a plan. (described in Chapter 17). When a derivative designated as a cash flow hedge is adjusted to fair value, the gain or loss is deferred as a component of comprehensive income and included in earnings later, at the same time as earnings are affected by the hedged transaction (described in the Derivatives Appendix to the text). Gains or losses from changes in foreign currency exchange rates. The amount could be an addition to or reduction in shareholders’ equity. (This item is discussed elsewhere in your accounting curriculum.) 18-25 Comprehensive Income Comprehensive income is reported periodically as it is created and also is reported as a cumulative amount. There are 3 options for reporting comprehensive income created during the reporting period. As an additional section of the income statement. The accumulated amount of comprehensive income is reported as a separate item of shareholders’ equity in the balance sheet. As part of the statement of shareholders’ equity. As a separate statement. 18-26 Learning Objectives Record the issuance of shares when sold for cash, for noncash consideration, and by share purchase contract. 18-27 Issuing Stock for Cash 10,000 shares of $1 par value stock is issued for $100,000 cash. GENERAL JOURNAL Page 1 Date Description Cash Common Stock, par value Paid-in Capital in Excess of Par, Common Stock PR Debit Credit 100,000 10,000 90,000 18-28 Issuing Stock for Cash 10,000 shares of no-par stock is issued for $100,000 cash. GENERAL JOURNAL Page 1 Date Description Cash Common Stock PR Debit Credit 100,000 100,000 18-29 Issuing Stock for Cash 10,000 shares of no-par stock, with a stated value of $1 is issued for $100,000 cash. GENERAL JOURNAL Page 1 Date Description Cash PR Debit Credit 100,000 Common Stock, stated value 10,000 Paid-in Capital in Excess of Stated Value, Common Stock 90,000 18-30 Issuing Stock for Noncash Assets Apply the general valuation principle by using fair value of stock given up or fair value of asset received, whichever is more clearly evident. If market values cannot be determined, use appraised values. More Than One Security Issued for a Single Price Allocate 18-31 the lump-sum received based on the relative fair values of the two securities. If only one fair value is known, allocate a portion of the lump-sum received based on that fair value and allocate the remainder to the other security. More Than One Security Issued for a Single Price Toys, Inc. issued 5,000 shares of common stock, $10 par value and 3,000 shares of preferred stock, $5 par value for $450,000. The market values of the common stock and preferred stock were $55 and $75, respectively. Calculate the additional paid-in capital for each class of stock. 18-32 More Than One Security Issued for a Single Price Common Stock Preferred Stock Total Market* $275,000 225,000 $500,000 18-33 % Allocation** Par^ Excess^^ 55% $ 247,500 $ 50,000 $ 197,500 45% 202,500 15,000 187,500 100% $ 450,000 $ 65,000 $ 385,000 * Market Value: Common: $55 × 5,000 shares Preferred: $75 × 3,000 shares ^ Par Value: Common: $10 × 5,000 shares Preferred: $5 × 3,000 shares **Allocation: Common: $450,000 × 55% Preferred: $450,000 × 45% ^^Excess: Common: $247,500 - $50,000 par Preferred: $202,500 - $15,000 par Record the journal entry for issuing the stock. More Than One Security Issued for a Single Price 18-34 GENERAL JOURNAL Page 1 Date Description Cash Common Stock, par $10 Preferred Stock, par $5 Additional paid-in capital, Common Stock Additional paid-in capital Preferred Stock To record issue of stock for cash PR Debit Credit 450,000 50,000 15,000 197,500 187,500 18-35 Share Issue Costs Registration fees Underwriter commissions Printing and clerical costs Legal and accounting fees Promotional costs Share issue costs reduce net proceeds from selling shares, resulting in a lower amount of additional paid-in capital. 18-36 Share Purchase Contracts An agreement between a corporation and a subscriber whereby shares are sold in exchange for a promissory note. Dow Industrial sold 100,000 shares of its $1 par value stock for $10 using a share purchase contract. Forty percent of the sale price was collected at sale and sixty percent will be received in six months. Prepare the journal entry for this transaction. 18-37 Share Purchase Contracts GENERAL JOURNAL Page 8 Date Description PR Debit Cash 400,000 Receivable from share purchase contract 600,000 Credit Common stock 100,000 Additional paid-in capital 900,000 The receivable is not an asset. It is reported as reduction in paid-in capital. 18-38 Let’s turn our attention to reacquiring shares. 18-39 Share Buybacks A corporation might reacquire shares of its stock to . . . Support the market price. Increase earnings per share. Distribute in stock option plans. Issue as a stock dividend. Use in mergers and acquisitions. Thwart takeover attempts. 18-40 Share Buybacks I can account for the reacquired shares by retiring them or by holding them as treasury shares. 18-41 Learning Objectives Describe what occurs when shares are retired and how retirement is recorded. 18-42 Accounting for Retired Shares When shares are formally retired, we reduce the same capital accounts that were increased when the shares were issued – common or preferred stock, and additional paid-in capital. 18-43 Accounting for Retired Shares Price paid is less than issue price. 5,000 shares of $2 par value stock that were issued for $20 per share are reacquired for $17 per share. GENERAL JOURNAL Page 1 Date Description Common Stock Paid-in Capital in Excess of Par Paid-in Capital - Share Repurchase Cash PR Debit Credit 10,000 90,000 15,000 85,000 18-44 Accounting for Retired Shares Price paid is more than issue price. 5,000 shares of $2 par value stock that were issued for $20 per share are reacquired for $25 per share. Reduce Retained Earnings if the GENERAL JOURNAL Paid-in Capital – Share Repurchase Page 1 account balance is insufficient. Date Description Common Stock Paid-in Capital in Excess of Par Paid-in Capital - Share Repurchase Cash PR Debit Credit 10,000 90,000 25,000 125,000 18-45 Learning Objectives Distinguish between accounting for retired shares and for treasury shares. 18-46 Treasury Stock Usually does not have: Voting rights. Dividend rights. Preemptive rights. Liquidation rights. Reduces both assets and shareholders’ equity. 18-47 Accounting for Treasury Stock Acquisition of Treasury Stock Recorded at cost to acquire. Resale of Treasury Stock Treasury Stock credited for cost. Difference between cost and issuance price is (generally) recorded in paid-in capital – share repurchase. 18-48 Accounting for Treasury Stock On 5/1/05, Photos-in-a-Second reacquired 3,000 shares of its common stock at $55 per share. On 12/3/06, Photos-in-a-Second reissued 1,000 shares of the stock at $75 per share. Which of the following would be included in the 12/3 entry? a. b. c. d. Credit Cash for $165,000. Debit Treasury Stock for $75,000. Credit Treasury Stock for $55,000. Credit Cash for $75,000. 18-49 Accounting for Treasury Stock On 5/1/05, Photos-in-a-Second reacquired 3,000 shares of its common stock at $55 per share. On 12/3/06, Photos-in-a-Second reissued 1,000 shares of the stock at $75 per share. Which of the following would be included in the 12/3 entry? a. b. c. d. Credit Cash for $165,000. Debit Treasury Stock for $75,000. Credit Treasury Stock for $55,000. Solution Credit Cash for $75,000. 18-50 Accounting for Treasury Stock GENERAL JOURNAL Date May 1, 2005 Dec. 3, 2006 Description PR Debit Treasury Stock Cash To record purchase of treasury stock. 165,000 Cash Treasury Stock Paid-in Capital-Share Repurchase To record sale of treasury stock. 75,000 Page 1 Credit 165,000 55,000 20,000 18-51 Reporting Treasury Stock Reported in Shareholders’ Equity. Unallocated reduction of total Shareholders’ Equity. 18-52 Learning Objectives Describe retained earnings and distinguish it from paid-in-capital. 18-53 Retained Earnings Represents the undistributed earnings of the company since its inception. Balance January 1, 2006 Net income Cash dividends Balance December 31, 2006 $ 500,000 25,000 (10,000) $ 515,000 18-54 Retained Earnings The statement of retained earnings may also contain the correction of an accounting error that occurred in the financial statements of a prior period, called a prior period adjustment. Any restrictions on retained earnings must be disclosed in the notes to the financial statements. Example: Shareholders’ Equity Section of a Balance Sheet Shareholders' Equity Captial Stock: Common Stock - $10 par value; 60,000 shares authorized; 20,000 shares issued and outstanding Preferred Stock - $100 par value; 1,000 shares authorized; 400 shares issued and outstanding Additional paid-in capital From issuance of common stock From issuance of preferred stock Total paid-in capital Retained earnings Total stockholders' equity 18-55 $ 200,000 40,000 300,000 10,000 550,000 121,500 $ 671,500 18-56 Learning Objectives Explain the basis of corporate dividends, including the similarities and differences between cash and property dividends. 18-57 Cash Dividends Dividends must be declared by the board of directors before they can be paid. A corporation is not legally required to pay dividends. Cash dividends require sufficient cash and retained earnings to cover the dividend. When a dividend is declared, a liability is created. 18-58 Dividend Dates Declaration date Board of directors declares the dividend. Record a liability. GENERAL JOURNAL Date Description Retained Earnings Dividends Payable Post. Ref. Page 12 Debit Credit XXX XXX 18-59 Dividend Dates Ex-dividend date The first day the shares trade without the right to receive the declared dividend. (No entry) July X 18-60 Dividend Dates Date of record Stockholders holding shares on this date will receive the dividend. (No entry) July X X 18-61 Dividend Dates Date of payment Record the payment of the dividend to stockholders. GENERAL JOURNAL Date Description Dividends Payable Cash Post. Ref. Page 12 Debit Credit XXX XXX 18-62 Property Dividends Distributions of non- cash assets. Record at fair value of non-cash asset. Recognize gain or loss for difference between book value and fair value. 18-63 Learning Objectives Explain stock dividends and stock splits and how they are accounted for. 18-64 Stock Dividends Distribution of additional shares of stock to shareholders. No change in total shareholders’ equity. All shareholders receive the same percentage increase in shares. 18-65 Stock Dividends Reasons for stock dividends: To preserve cash. To decrease market price of stock. To reduce existing balance in retained earnings. 18-66 Stock Dividends Small Large Stock dividend < 25% Stock dividend > 25% Record at current market value of stock. Record at par or stated value of stock. 18-67 Stock Dividends CarCo declares and distributes a 20% stock dividend on 5 million common shares. Par value is $1 and market value is $20. Prepare the required journal entry. GENERAL JOURNAL Date Description Post. Ref. Page 21 Debit Credit 18-68 Stock Dividends CarCo declares and distributes a 20% stock dividend on 5 million common shares. Par value is $1 and market value is $20. Prepare the required journal entry. GENERAL JOURNAL Date Description Retained Earnings Common Stock Post. Ref. Page 21 Debit Credit 20,000,000 1,000,000 Paid-in Capital in Excess of Par 19,000,000 18-69 Stock Splits Decrease par value of stock. Increase number of outstanding shares. No change in total stockholders’ equity. Does not require a journal entry. Ice Cream Parlor Banana Splits On Sale Now 18-70 Accounting for Stock Splits A corporation had 5,000 shares of $1 par value common stock outstanding before a 2–for–1 stock split. Before Split Common Stock Shares 5,000 Par Value per Share $ 1.00 Total Par Value $ 5,000 After Split 18-71 Accounting for Stock Splits A corporation had 5,000 shares of $1 par value common stock outstanding before a 2–for–1 stock split. Before Split Common Stock Shares Par Value per Share Total Par Value 5,000 $ 1.00 $ 5,000 After Split 10,000 Increase $ 0.50 Decrease $ 5,000 No Change Stock Splits Effected in the Form of Large Stock Dividends 18-72 Matrix, Inc. declares and distributes a 2-for-1 stock split effected in the form of a 100% stock dividend. The company has 1,000,000, $1 par value common stock outstanding. The stock is trading in the open market for $14 per share. The per share par value of the shares is not to be changed. GENERAL JOURNAL Date Description Paid-in Capital in Excess of Par Common Stock Post. Ref. Page 21 Debit Credit 1,000,000 1,000,000 Stock Splits Effected in the Form of Large Stock Dividends 18-73 Matrix, Inc. declares and distributes a 2-for-1 stock split effected in the form of a 100% stock dividend. The company has 1,000,000, $1 par value common stock outstanding. The stock is trading in the open market for $14 per share. The per share par value of the shares is not to be changed and the company will capitalize retained earnings. GENERAL JOURNAL Date Description Retained Earnings Common Stock Post. Ref. Page 21 Debit Credit 1,000,000 1,000,000 18-74 Quasi Reorganizations Appendix 18 18-75 Quasi Reorganizations Purpose To allow a company undergoing financial difficulty, but with favorable future prospects, to get a fresh start by writing down inflated assets and eliminating an accumulated balance in retained earnings. 18-76 Quasi Reorganizations Procedures The firm’s assets and liabilities are revalued to reflect market values, with corresponding debits and credits to retained earnings. The debit balance in retained earnings is eliminated first against additional paid in capital, and then, if necessary, against common stock. Retained earnings is dated to indicate when the new accumulation of earnings began. 18-77 Quasi Reorganizations Emerson-Walsch Corporation has incurred losses for several years. The board of directors voted to implement a quasi reorganization, subject to shareholder approval. The balance sheet prior to restatement, in millions, follows : 18-78 Quasi Reorganizations Cash Receivables Inventory Property, plant, and equipment (net) Total assets Liabilities Common stock (800 million shares @$1) Additional paid-in capital Retained earnings (deficit) Total liabilities and equity (millions) $ 75 200 375 400 $ 1,050 $ $ 400 800 150 (300) 1,050 Fair value of the inventory is $300,000,000 and fair value of the property, plant, and equipment is $225,000,000. Let’s prepare the journal entries necessary for the quasi reorganization. 18-79 Quasi Reorganizations To revalue assets. GENERAL JOURNAL Date Description Retained Earnings Inventory Property, plant, & equipment Page 43 Post. Ref. Debit Credit 250 75 175 18-80 Quasi Reorganizations To eliminate the deficit in retained earnings GENERAL JOURNAL Date Description Page 43 Post. Ref. Debit Additional paid-in capital 150 Common stock 400 Retained earnings Credit 550 $300 + $250 Now, let’s prepare the balance sheet immediately after restatement. 18-81 Quasi Reorganizations Cash Receivables Inventory Property, plant, and equipment (net) Total assets $ Liabilities Common stock (800 million shares @$.50) Additional paid-in capital Retained earnings Total liabilities and equity $ $ $ 75 200 300 225 800 400 400 0 0 800 18-82 End of Chapter 18