1. Prepared by: C. Douglas Cloud Professor Emeritus of Accounting Pepperdine University Chapter 11 Corporations: Organization, Stock Transactions, and Dividends

2. Learning Objectives 1.Describe the nature of the corporate form of organization. 2.Describe and illustrate the characteristics of stock, classes of stock, and entries for issuing stock. 3.Describe and illustrate the accounting for cash dividends and stock dividends. 4.Describe and illustrate the accounting for treasury stock transactions.

3. Learning Objectives 5.Describe and illustrate the reporting of stockholders’ equity. 6.Describe the effect of stock splits on corporate financial statements. 7.Describe and illustrate the use of earnings per share in evaluating a company’s profitability.

4. Learning Objective 1 Describe the nature of the corporate form of organization.

5.  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.  A corporation sells shares of ownership, called stock. LO 1 Characteristics of a Corporation

6. LO 1  The stockholders or shareholders who own the stock own the corporation. They can buy and sell stock without affecting the corporation’s operations or continued existence.  Corporations whose shares of stock are traded in public markets are called public corporations. Characteristics of a Corporation

7.  The stockholders control a corporation by electing a board of directors. This board meets periodically to establish corporate policy. It also selects the chief executive officer (CEO) and other major officers.  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 corporations have limited liability. LO 1 Characteristics of a Corporation

8. LO 1 Employees Officers Board of Directors Stockholders Characteristics of a Corporation

9.  A corporation has separate legal existence from its owners.  A corporation has transferable units of ownership.  A corporation has limited stockholders’ liability.  A corporation is subject to taxes. Thus, the corporate form has the disadvantage of double taxation. LO 1 Characteristics of a Corporation

10. LO 1 Characteristics of a Corporation

11. Forming a Corporation  The 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, next slide). LO 1

12. Forming a Corporation

13.  After the application is approved, the state grants a charter or articles of incorporation, which formally create the corporation.  Management and the board of directors then prepare bylaws which are operating rules and procedures for conducting the corporation’s affairs. LO 1

14. Forming a Corporation  Costs may be incurred in organizing a corporation, such as legal fees, taxes, license fees, and promotional costs. The recording of a corporation’s organizing costs of $8,500 on January 5 is shown below: LO 1

15. Learning Objective 2 Describe and illustrate the characteristics of stock, classes of stock, and entries for issuing stock.

16. LO 2 Characteristics of Stock  The number of shares of stock that a corporation is authorized to issue is stated in the charter.  The term issued refers to the shares issued to the stockholders.  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.

17. Characteristics of Stock Outstanding LO 2

18. Characteristics of Stock  Corporations may issue stock certificates to stockholders to document their ownership.  Shares of stock are often assigned a dollar amount, called par value.  Some corporations have stopped issuing stock certificates except on special request. LO 2

19. Characteristics of Stock  Stock issued without 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. LO 2

20.  The major rights that accompany ownership of a share of stock are:  The right to vote in matters concerning the corporation.  The right to share in distributions of earnings.  The right to share in assets upon liquidation. Characteristics of Stock LO 2

21. Classes of Stock  The two primary classes of paid-in capital are common stock and preferred stock.  The primary attractiveness of preferred stock is that it is given a preference to dividends over common stock. LO 2

22. Classes of Stock  The payment of dividends is authorized by the corporation’s board of directors.  When authorized, the directors are said to have declared a dividend. LO 2

23. Classes of Stock  Cumulative preferred stock has a right to receive regular dividends that were not declared (paid) in prior years.  Noncumulative preferred stock does not have this right.  Cumulative preferred stock dividends that have not been paid in prior years are said to be in arrears. LO 2

24. Classes of Stock A corporation has issued the following preferred and common stock: 1,000 shares of $4 cumulative preferred stock, $50 par 4,000 shares of common stock, $15 par The corporation was organized on January 1, 2010, and paid no dividends in 2010 and 2011. In 2012, the corporation paid $22,000 in dividends, of which $12,000 was paid to preferred stockholders and $10,000 was paid to common stockholders. (continued) LO 2

25. Total dividends paid$22,000 Classes of Stock The 2010 dividends in arrears are paid first. There are 1,000 shares, and each share receives $4 for a total of $4,000. 2010 dividends in arrears$4,000 (continued) Preferred stockholders: LO 2

26. Classes of Stock The 2011 dividends in arrears are paid next. Again, the preferred stockholders receive $4 for each share held. Total dividends paid$22,000 Preferred stockholders: 2010 dividends in arrears$4,000 2011 dividends in arrears4,000 (continued) LO 2

27. Classes of Stock The current dividends for 2012 must be paid to preferred stockholders before common stockholders can participate in the dividends. Total dividends paid$22,000 Preferred stockholders: 2010 dividends in arrears$4,000 2011 dividends in arrears4,000 (continued) 2012 dividends 4,000 LO 2

28. Of the $22,000 in dividends declared, preferred must receive $12,000 before common can receive any dividends. Total dividends paid$22,000 Preferred stockholders: 2010 dividends in arrears$4,000 2011 dividends in arrears4,000 (continued) 2012 dividends 4,000 Total preferred dividends(12,000) Classes of Stock LO 2

29. Total dividends paid$22,000 Preferred stockholders: 2010 dividends in arrears$4,000 2011 dividends in arrears4,000 2012 dividends 4,000 Total preferred dividends(12,000) Dividends available to common stockholders$10,000 Classes of Stock LO 2

30. 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. LO 2

31. Issuing Stock  If the stock is issued (sold) for a price that is more than its par, the stock has been sold at a premium.  If the stock is issued (sold) for a price that is less than its par, the stock has been sold at a discount. LO 2

32. Premium on Stock Caldwell Company issues 2,000 shares of $50 par preferred stock for cash at $55. LO 2

33. Premium on Stock A corporation acquired land for which the fair market value cannot be determined. In exchange for the land, the corporation issued 10,000 shares of $10 par common that had a current market value of $12. LO 2

34. No-Par Stock On January 9, a corporation issues 10,000 shares of no- par common stock at $40 a share. On June 27, the corporation issues an additional 1,000 shares at $36. LO 2

35. No-Par Stock  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. LO 2

36. No-Par Stock Using the same data as in the previous transaction, assume that the stock is assigned a stated value of $25. LO 2

37. Learning Objective 3 Describe and illustrate the accounting for cash dividends and stock dividends.

38. Cash Dividends  A cash distribution of earnings by a corporation to its stockholders is called a cash dividend. The three conditions a corporation must meet to pay a cash dividend are:  Sufficient retained earnings  Sufficient cash  Formal action by the board of directors LO 3

39. Cash Dividends  The date of declaration is the date the board of directors formally authorized the payment of the dividend. On this date, the corporation incurs the liability to pay the amount of the dividend.  The date of record is the date the corporation uses to determine which stockholders will receive the dividend.  The date of payment is the date the corporation will pay the dividends to the stockholders who owned the stock on the date of record. LO 3

40. Cash Dividends On November 10, the date of record, no entry is required since this date merely determines which stockholders will receive the dividends. LO 3 On October 1, the declaration date, Hiber Corporation records the following entry:

41. Cash Dividends On December 2, the date of payment, Hiber Corporation records the payment of the dividends as follows: LO 3

42. Stock Dividends  A distribution of dividends to stockholders in the form of the firm’s own shares is called a stock dividend. Stock dividends normally are declared only on common stock and issued to common stockholders.  On December 15, the board of directors of Hendrix Corporation declares a 5 percent stock dividend of 100,000 shares (2,000,000 shares × 5%) to be issued on January 10 to stockholders of record on December 31. The market price on the declaration date is $31 per share. LO 3

43. Stock Dividends The entry to record the declaration of the 5 percent stock dividend is as follows: LO 3 At the end of the period, the Stock Dividends Distributable and Paid-in Capital in Excess of Par—Common Stock accounts are reported in the paid-in capital section of the balance sheet. Thus, the effect of the preceding stock dividend is to transfer $3,100,000 of retained earnings to paid-in capital.

44. Stock Dividends On January 10, the stock dividend is distributed to stockholders by issuing 100,000 shares of common stock. The following entry records the issue of the stock: LO 3

45. Stock Dividends Before and After Stock Dividend Distribution 10,000 + (10,000 x 6%) Total shares issued10,00010,600 Before Stock Dividend After 6% Stock Dividend LO 3

46. Total shares issued10,00010,600 Number of shares owned by one stockholder1,0001,060 1,000 + (1,000 x 6%) Stock Dividends Before Stock Dividend After 6% Stock Dividend Before and After Stock Dividend Distribution LO 3

47. Total shares issued10,00010,600 Number of shares owned by one stockholder1,0001,060 Proportionate ownership10%10% 1,000 ÷ 10,0001,060 ÷ 10,600 Stock Dividends Before Stock Dividend After 6% Stock Dividend Before and After Stock Dividend Distribution LO 3

48. Learning Objective 4 Describe and illustrate the accounting for treasury stock transactions.

49. Treasury Stock Transactions  Treasury stock is stock that a corporation has issued and then reacquired. A corporation may purchase its own stock for a variety of reasons, including:  To provide shares for resale to employees  To reissue as bonuses to employees, or  To support the market price of the stock LO 4

50. Treasury Stock Transactions On February 13, 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. The entry to record the purchase of the treasury stock is as follows: LO 4

51. Treasury Stock Transactions On April 29, the corporation sells 600 shares of the treasury stock for $60. The entry to record the sale is as follows: The amount (per share) debited to Treasury Stock when purchased is the amount per share that must be credited to that account when sold (600 x $45). LO 4

52. Treasury Stock Transactions On October 4, the corporation sells the remaining 400 shares of treasury stock for $40 per share. The entry to record the sale is as follows: LO 4

53. Learning Objective 5 Describe and illustrate the reporting of stockholders’ equity.

54. Reporting Stockholders’ Equity  Exhibit 4 shows two methods for reporting stockholders’ equity for the December 31, 2012, balance sheet of Telex Inc.  In the first method, shown in the next slide, each class of stock is reported, followed by its related paid-in capital accounts. Retained earnings is then reported, followed by a deduction for treasury stock. LO 5

55. (continued) Reporting Stockholders’ Equity LO 5

56.  In the second method, the stock accounts are reported, followed by the paid-in capital reported as a single item, additional paid-in capital. Retained earnings is then reported, followed by a deduction for treasury stock. Method 2 is shown on the next slide. Reporting Stockholders’ Equity LO 5

57. (concluded) Reporting Stockholders’ Equity LO 5

58. Reporting Retained Earnings  Changes to retained earnings may be reported using one of the following:  Separate retained earnings statement  Combined income and retained earnings statement  Statement of stockholders’ equity LO 5

59. Reporting Retaining Earnings  When a separate retained earnings statement is prepared, the beginning balance of retained earnings is reported. LO 5

60. Restrictions  The retained earnings available for use as dividends may be restricted by action 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. LO 5

61. Restrictions  Restrictions of retained earnings are classified as follows:  Legal. State laws may require a restriction of retained earnings.  Contractual. A corporation may enter into contracts that require restrictions of retained earnings.  Discretionary. A corporation’s board of directors may restrict retained earnings voluntarily. LO 5

62. Prior Period Adjustments  Errors may not be discovered within the same period in which they occur. The correction of this type of error, called a prior period adjustment, is reported in the retained earnings statement as an adjustment to the beginning balance of retained earnings. LO 5

63. Statement of Stockholders’ Equity  When the only change to stockholders’ equity is due to net income or net loss and dividends, a retained earnings statement is sufficient.  When a corporation also has changes in stock and paid-in capital accounts, a statement of stockholders’ equity is normally prepared. LO 5

64. Statement of Stockholders’ Equity LO 5

65. Mornin’ Joe’s Statements LO 5

66. Mornin’ Joe’s Statements Mornin’ Joe’s retained earnings statement for the year ended December 31, 2012, is as follows: LO 5

67. Mornin’ Joe’s Statements The statement of stockholders’ equity for Mornin’ Joe is shown below: LO 5

68. Learning Objective 6 Describe the effect of stock splits on corporate financial statements.

69. Stock Splits  A stock split is a process by which a corporation reduces the par or stated value of its common stock and issues a proportionate number of additional shares. LO 6 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 the following stock split: 1.Each common shareholder will receive 5 shares for each share held. 2.The par of each share of common stock will be reduced to $20 ($100/5).

70. Stock Splits LO 6

71. Learning Objective 7 Describe and illustrate the use of earnings per share in evaluating a company’s profitability.

72. Earnings per Share LO 7  Earnings per common share (EPS), sometimes called basic earnings per share, is the net income per share of common stock outstanding during a period.  Earnings per share is computed as follows: Earnings per Share = Net Income – Preferred Dividends Average Number of Common Shares Outstanding

73. Earnings per Share LO 7