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Accounting for Corporations

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1 Accounting for Corporations
Chapter 13 Accounting for Corporations Chapter 13: Accounting for Corporations

2 Corporate Form of Organization
An entity created by law Ownership can be Privately Held Existence is separate from owners Corporations are entities, created by law, that exist separately from their owners and that have rights and privileges. Corporations may be privately or publicly owned. Publicly owned corporations have additional reporting responsibilities beyond those of a privately held corporation. Has rights and privileges Publicly Held

3 Characteristics of Corporations
Advantages Separate legal entity Limited liability of stockholders Transferable ownership rights Continuous life Lack of mutual agency for stockholders Ease of capital accumulation Disadvantages Governmental regulation Corporate taxation The corporate form of organization has several advantages: It is a separate legal entity that can enter into contracts and sue and be sued. Stockholders’ losses are limited to the amount invested in the corporation. Ownership rights are transferable. The corporation continues in existence even when ownership changes. Stockholders are not agents of the corporation and can not enter into contracts on the corporation’s behalf. Capital needs can be met by selling more ownership in the corporation. Two disadvantages include extra governmental regulations imposed on corporations and corporate taxation of earnings. Corporations pay taxes on their earnings and if they distribute a dividend to stockholders, the stockholders pay taxes on the dividends received. This is sometimes referred to as double taxation.

4 Corporate Organization and Management
Stockholders Board of Directors A corporation is created by obtaining a charter from a state government. Organization expenses are the costs to organize a corporation; they include legal fees, promoters’ fees, and amounts paid to obtain the corporate charter. Ultimate control of a corporation rests with the stockholders who elect the board of directors. In turn, the members of the board of directors hire the executive officers of the corporation. Finally, officers of the corporation empower others to hire needed employees. Employees, officers, and members of the board of directors may also be owners of the corporation. President, Vice-President, and Other Officers Employees of the Corporation

5 Corporate Organization and Management
Stockholders usually meet once a year Ultimate control Selected by a vote of the stockholders Overall responsibility for managing the company At their annual meeting, stockholders elect the board of directors and vote on important management issues facing the company. The board of directors has the ultimate responsibility for managing the company. The executive management team manages the day-to-day decisions for the corporation.

6 Rights of Stockholders
Vote at stockholders’ meetings Sell stock Purchase additional shares of stock Receive dividends, if any Share equally in any assets remaining after creditors are paid in a liquidation In addition to voting on important issues at annual meetings, stockholders have the right to buy and sells shares of stock, to receive dividends when declared by the board of directors, and in the event of liquidation, they share equally in any remaining assets after creditors are paid.

7 Stock Certificates and Transfer
Each unit of ownership is called a share of stock. A stock certificate serves as proof that a stockholder has purchased shares. On the right side of your screen is a copy of a stock certificate for Green Bay Packers, Inc. The share certificate is proof of ownership in Green Bay Packers, Inc. When stock is sold, the seller signs a transfer endorsement on the back of the stock certificate. When the stock is sold, the stockholder signs a transfer endorsement on the back of the stock certificate.

8 Basics of Capital Stock
Total amount of stock that a corporation’s charter authorizes it to sell. Total amount of stock that has been issued or sold to stockholders. Corporations must disclose information related to their stock, such as par value and number of shares authorized and issued. The corporate charter determines the number of shares of stock the corporation is authorized to sell. We can also find the number of shares actually issued by the company. In our example, the company has a total of 92,556,295 shares issued and outstanding. Notice that this common stock has a par value of $0.01. Low par values are normal in business. Let’s look at the meaning of par value.

9 Basics of Capital Stock
Par value is an arbitrary amount assigned to each share of stock when it is authorized. Market price is the amount that each share of stock will sell for in the market. Classes of Stock Par Value No-Par Value Stated Value Par value is an arbitrary amount assigned to each share of stock in the corporate charter. Par value is typically a nominal amount, and is not related in any manner to market value which is the selling price of a share of stock. In addition to par value stock, some states permit no-par, stated value common stock, or no par value common stock.

10 Issuing Par Value Stock
On September 1, Matrix, Inc. issued 100,000 shares of $2 par value stock for $25 per share. Let’s record this transaction. When par value stock is sold for cash, the Common Stock account is credited for the par value of the stock sold. Remember that par value and market value are not related. The difference between the par value of the stock and the market value of the stock is credited to Contributed Capital in Excess of Par. If you added together the amount of par value in the Common Stock account and the amount in the Paid-In Capital in Excess of Par, Common Stock, you would have the market value of the sale of the stock. Let’s record the entry for Matrix Incorporated for the issue of 100,000 shares of $2 par value stock for $25 per share in cash. Matrix would debit Cash for the market value of the stock sold: 100,000 shares times $25 per share. Matrix would credit Common Stock for the par value of the share sold: 100,000 shares times $2 per share. And, they would credit Paid-In Capital in Excess of Par Value, Common Stock, for the excess of market over par: 100,000 shares times $23 per share.

11 Issuing Par Value Stock
This is the way Matrix would report the common stock on its balance sheet. The $200,000 is the par value of the stock sold and the $2,300,000 is the excess over par value Matrix received for the stock. These two amounts added together total $2,500,000, the amount of cash received for the sale of the stock.

12 Issuing Stock for Noncash Assets
P 1 Par Value Stock On September 1, Matrix, Inc. issued 100,000 shares of $2 par value stock for land valued at $2,500,000. Let’s record this transaction. A similar situation occurs when par value stock is exchanged for noncash assets. The Common Stock account is credited for the par value of the stock sold. The difference between the par value of the stock and the market value of the assets received is credited to Contributed Capital in Excess of Par. If you added together the amount of par value in the Common Stock account and the amount in the Paid-In Capital in Excess of Par, Common Stock, you would have the market value of the assets received. Let’s record the entry for Matrix Incorporated for the issue of 100,000 shares of $2 par value stock for land valued at $2,500,000. Matrix would debit Land for its market value. Matrix would credit Common Stock for the par value of the share sold: 100,000 shares times $2 a share. And, they would credit Paid-In Capital in Excess of Par Value, Common Stock, for the excess of land’s market value in excess of the par value.

13 Cash Dividends P 2 Regular cash dividends provide a return to investors and almost always affect the stock’s market value. Stockholders Dividends Corporation Stockholders receive a return on their investment in two ways: one is through increases in the market value of the stock and one is through cash dividends. To pay a cash dividend, a corporation must have two things:  Sufficient retained earnings to absorb the dividend without creating a deficit; and  Enough cash to pay the dividend. To pay a cash dividend, the corporation must have: A sufficient balance in retained earnings; and The cash necessary to pay the dividend.

14 Accounting for Cash Dividends
P 2 Three important dates Dividends There are three important dates to remember when discussing dividends:  The date of declaration is the date the directors declare the dividend. At this time, a liability is created and must be recorded.  The date of record is important because you must own the stock on this date to receive the dividend. No entry is required in the accounting records. The date of payment is the date the corporation pays the dividend to the stockholders who owned the stock on the record date. Date of Declaration Date of Record Date of Payment Record liability for dividend. No entry required. Record payment of cash to stockholders.

15 Accounting for Cash Dividends
P 2 On January 19, a $1 per share cash dividend is declared on Dana, Inc.’s 10,000 common shares outstanding. The dividend will be paid on March 19 to stockholders of record on February 19. Date of Declaration Record liability for dividend. Dividends Dana Incorporated declared a $1 per share dividend on January 19th on its 10,000 common shares outstanding. Let’s record the entry on the date of declaration. The entry on January 19th includes a debit to Retained Earnings and a credit to Common Dividend Payable of $10,000.

16 Accounting for Cash Dividends
P 2 On January 19, a $1 per share cash dividend is declared on Dana, Inc.’s 10,000 common shares outstanding. The dividend will be paid on March 19 to stockholders of record on February 19. No entry required on February 19, the date of record. Date of Payment Record payment of cash to stockholders. On February 19th, the record date, we need to know who owns the stock, but an accounting entry is not needed. Let’s record the entry on the date of payment. On March 19th, the payment date, Dana Incorporated would debit Common Dividend Payable and credit Cash for the $10,000 dividend.

17 Deficits and Cash Dividends
P 2 A deficit is created when a company incurs cumulative losses or pays dividends greater than total profits earned in other years. A deficit in Retained Earnings occurs when a company incurs cumulative losses and or pays dividends greater than cumulative profits earned in other years. Most states have laws that prohibit corporations with a deficit from declaring dividends. When there is a deficit in Retained Earnings, the account has a debit balance and is subtracted in the equity section of the balance sheet.

18 Stock Dividends Why a stock dividend? Small Stock Dividend
P 2 A distribution of a corporation’s own shares to its stockholders without receiving any payment in return. Why a stock dividend? Can be used to keep the market price on the stock affordable. Can provide evidence of management’s confidence that the company is doing well. Small Stock Dividend Distribution is £ 25% of the previously outstanding shares. Large Stock Dividend Distribution is > 25% of the previously outstanding shares. Sometimes corporations will distribute additional shares of stock as a dividend. Reasons for doing this include keeping the market price affordable by increasing the number of shares outstanding and providing evidence of management’s confidence in the company. A stock dividend can be classified as small or large. A small stock dividend is a distribution of stock that is less than or equal to 25 percent of the outstanding shares. A large stock dividend is a distribution of stock that is greater than 25 percent of the outstanding shares. Let’s look at the entries to record small and large stock dividends. HotAir, Inc. Common Stock 100 shares $1 par

19 Recording a Small Stock Dividend
P 2 Simmons has 100,000 shares of $1 par value stock outstanding. On December 31, 2011, Simmons declared a 2% stock dividend, when the stock was selling for $10 per share. The stock will be distributed to stockholders on January 20, Let’s prepare the December 31 entry. 2,000 × $1 par Capitalize retained earnings for the market value of the shares to be distributed. (100,000 × 2% = 2,000 × $10 = $20,000) Simmons has 100,000 shares of $1 par value stock outstanding. On December 31, 2011, Simmons declared a 2% stock dividend, when the stock was selling for $10 per share. The stock will be distributed to stockholders on January 20, Let’s prepare the December 31 entry. On the declaration date, Simmons would debit Retained Earnings for the number of shares declared times the market value of the stock. In this example, that amount is $20,000. The account Common Stock Dividend Distributable, a part of stockholders’ equity, is credited for the par value of the shares declared. In this example, that amount is $2,000. The excess is credited to Paid-In Capital in Excess of Par Value. In this example, that amount is $18,000.

20 Before the stock dividend. After the stock dividend. P 2
Comparing Simmons’ equity section before and after the stock dividend shows that the Common Stock Dividend Distributable account is reported with the common stock and the Paid-In Capital in Excess of Par Value is reported as additional paid in capital. Retained Earnings also was decreased based on the previous entry. Note that a stock dividend has no effect on the ownership percent of individual stockholders. After the stock dividend.

21 Recording a Large Stock Dividend
P 2 Router, Inc. has 50,000 shares of $1 par value stock outstanding. On December 31, 2009, Router declared a 40% stock dividend, when the stock was selling for $8 per share. The stock will be distributed to stockholders on January 20, Let’s prepare the December 31 entry. Capitalize retained earnings for the minimum amount required by state law, usually par or stated value of the shares. (50,000 × 40% = 20,000 shares × $1 par value = $20,000) Router, Inc. has 50,000 shares of $1 par value stock outstanding. On December 31, 2009, Router declared a 40% stock dividend, when the stock was selling for $8 per share. The stock will be distributed to stockholders on January 20, Let’s prepare the December 31 entry. Capitalize Retained Earnings for the minimum amount required by state law, usually par or stated value of the shares. Router would debit Retained Earnings for the number of shares declared times the par value of the stock. In this example, that amount is $20,000. The account Common Stock Dividend Distributable is credited for the par value of the shares declared. In this example, that amount is $20,000. The balance sheet effects of a large stock dividend are similar to those of a small stock dividend except for the absence of any effect on paid-in capital in excess of par.

22 Stock Splits P 2 A distribution of additional shares of stock to stockholders according to their percent ownership. $10 par value Old Shares Common Stock 100 shares A stock split is the distribution of additional shares of stock to stockholders according to their percent ownership. When a stock split occurs, the corporation calls in the outstanding shares and issues new shares of stock. In the process of a stock split, the par value of the stock changes. After the split, the number of shares doubled and the par value was cut in half. There is no change in total par value. The old shares had a total par value of $1,000 (100 shares times $10 per hare par value). The new shares have a total par value of $1,000 (200 shares times $5 par value per share). Notice that an accounting entry is not required, and that Retained Earnings is not reduced. In many respects, a 100 percent stock dividend and a two-for-one stock split result in similar impacts in the market price of the share outstanding. The stock split usually requires more administrative tasks to call in and reissue stock certificates. However, sometimes corporations do not reissue certificates in a stock split, saving some of the administrative costs. $5 par value New Shares Common Stock 200 shares

23 Usually has a stated dividend rate Normally has no voting rights
Preferred Stock C 2 A separate class of stock, typically having priority over common shares in . . . Dividend distributions Distribution of assets in case of liquidation Usually has a stated dividend rate Normally has no voting rights Preferred stock is a separate class of stock that typically has priority over common stock in dividend distributions and distribution of assets in a liquidation. Preferred stock usually has a stated dividend that is expressed as a percentage of its par value. It normally does not have voting rights.

24 Preferred Stock vs. Noncumulative Cumulative
Dividends in arrears must be paid before dividends may be paid on common stock. (Normal case) Undeclared dividends from current and prior years do not have to be paid in future years. Consider the following Stockholders’ Equity section of the Balance Sheet. The Board of Directors did not declare or pay dividends in In 2011, the Board declared and paid cash dividends of $42,000. Cumulative preferred stockholders have the right to be paid both the current and all prior periods’ unpaid dividends before any dividends are paid to common stockholders. When the preferred stock is cumulative and the directors do not declare a dividend to preferred stockholders, the unpaid dividend is called a dividend in arrears and must be disclosed in the financial statements. Most preferred stock is cumulative. Noncumulative preferred stock has no rights to prior periods’ dividends if they were not declared in those prior periods. Let’s look at an example. This company has both common stock and preferred stock. The directors did not declare a dividend in In 2011, the directors declared and paid cash dividends of $42,000. Let’s see how this dividend is distributed if the preferred stock is cumulative and if it is noncumulative.

25 Preferred Stock C2 If the preferred stock is noncumulative, the preferred stockholders have no rights to the missed dividends of the year However, they get first distribution of the dividends declared in The dividend for the preferred stock in 2011 is calculated as follows: $100 par value times 9% times 1,000 shares. Since $42,000 in dividends were declared, preferred stockholders would receive the first $9,000, and the remaining $33,000 would be divided evenly among the common stockholders. If the preferred stock is cumulative, the preferred stockholders have rights to the missed dividends of 2010 in addition to the dividends in The preferred stockholders first get a distribution of $9,000 for the missed dividends of Then they get another $9,000 for the dividend in Since $42,000 in dividends were declared, preferred stockholders would receive the first $18,000, and the remaining $24,000 would be divided evenly among the common stockholders.

26 Preferred Stock vs. Nonparticipating Participating
Dividends may exceed a stated amount once common stockholders receive a dividend equal to the preferred stated rate. Dividends are limited to a maximum amount each year. The maximum is usually the stated dividend rate. (Normal case) Reasons for Issuing Preferred Stock To raise capital without sacrificing control To boost the return earned by common stockholders through financial leverage To appeal to investors who may believe the common stock is too risky or that the expected return on common stock is too low An additional preference for preferred stock is participation in dividends if they are declared above certain limits. This participation feature does not apply until common stockholders receive dividends equal to the preferred stock’s dividend percent. This is not a common preference seen in practice. Corporations may issue preferred stock to be able to raise needed capital without sacrificing control since preferred stock has no voting rights. Issuing preferred stock is a way to boost return to common stockholders. It is also a way to increase ownership in the company if the common stock is perceived as too risky or has a lower than expected return.

27 Treasury Stock P 3 Treasury stock represents shares of a company’s own stock that has been acquired. Corporations might acquire its own stock to: Use their shares to buy other companies. Avoid a hostile takeover. Reissue to employees as compensation. Support the market price. Corporations might acquire their own stock to: Use their shares to buy other companies. Avoid a hostile takeover. Reissue to employees as compensation. Support the market price. As this graph indicates, the majority of corporations have some treasury stock.

28 Purchasing Treasury Stock
On May 8, Whitt, Inc. purchased 2,000 of its own shares of stock in the open market for $4 per share. On May 8th, Whitt Incorporated purchased 2,000 of its own shares in the market for $8,000. The entry on May 8th includes a debit to Treasury Stock and a credit to Cash for $8,000, the amount of the purchase. The Treasury Stock would be reported on the balance sheet in the equity section as a reduction from total equity. Treasury stock is shown as a reduction in total stockholders’ equity on the balance sheet.

29 Selling Treasury Stock at Cost
P 3 On June 30, Whitt sold 100 shares of its treasury stock for $4 per share. On June 30th, Whitt sold 100 shares of the treasury stock for $4 dollars per share. This entry would include a debit to Cash and a credit to Treasury Stock for $400. This was a simple entry because we sold the treasury stock for its original cost of $4 per share. Let’s see what happens when the selling price of the treasury stock is different than its cost.

30 Selling Treasury Stock Above Cost
P 3 On July 19, Whitt, Inc. sold an additional 500 shares of its treasury stock for $8 per share. On July 19th, Whitt sold 500 shares of the treasury stock for $8 per share. Remember that the original cost of the treasury stock was $4 per share. This entry would include a debit to Cash for $4,000. The credit to Treasury Stock is for $2,000, the original cost of $4 per share times the 500 shares sold. The difference between the selling price and the cost of the treasury stock is credited to Paid-in Capital, Treasury Stock. In this example, that amount is $2,000. Now, let’s see what happens if we sell treasury stock for less than its original cost.

31 Selling Treasury Stock Below Cost
P 3 On August 27, Whitt sold an additional 400 shares of its treasury stock for $1.50 per share. On August 27th, Whitt sold 400 shares of the treasury stock for $1.50 per share. Remember that the original cost of the treasury stock was $4 per share. This entry would include a debit to Cash for $600. The credit to Treasury Stock is for $1,600, the original cost of $4 per share times the The difference between the selling price and the cost of the treasury stock is debited to Paid-in Capital, Treasury Stock. In this example, that amount is $1,000.

32 Statement of Retained Earnings
C 3 Retained earnings is the total cumulative amount of reported net income less any net losses and dividends declared since the company started operating. Legal Restriction Most states restrict the amount of treasury stock purchases to the amount of retained earnings. Contractual Restriction Loan agreements can include restrictions on paying dividends below a certain amount of retained earnings. Restricted Retained Earnings The Statement of Retained Earnings is a summary of the activity that occurred in Retained Earnings during the period. It begins with the balance at the beginning of the period. If a company has net income, it is added to the beginning retained earnings balance. If a company has a net loss, it would be subtracted. Any dividends declared are subtracted to arrive at the ending Retained Earnings balance. Retained earnings can have legal or contractual restrictions. In most states, the corporate charter will not allow a company to purchase treasury stock in excess of the balance in retained earnings. Some loan agreements place restrictions on how much dividends can be based on the balance in retained earnings. Restrictions on retained earnings are generally disclosed in the notes to the financial statements.

33 Appropriated Retained Earnings
C 3 A corporation’s directors can voluntarily limit dividends because of a special need for cash such as the purchase of new facilities. Directors can voluntarily limit the use of retained earnings. This is called an appropriation. When there is an appropriation of retained earnings, it is separately reported in the financial statements and disclosed to inform users of special activities that require funds.

34 Prior Period Adjustments
C 3 Prior period adjustments are corrections of material errors in past years’ financial statements that result in a change in the beginning balance of retained earnings. Prior period adjustments are corrections of material errors that occurred in prior periods’ financial statements. Prior period adjustments are reported net of tax effects as an adjustment to the beginning balance of retained earnings.

35 Statement of Stockholders’ Equity
Many companies issue a Statement of Stockholders’ Equity rather than a simple Statement of Retained Earnings. The Statement of Stockholders’ Equity is more inclusive and discloses changes in all equity accounts, not just Retained Earnings. This is a more inclusive statement than the statement of retained earnings.

36 Options are given to key employees to motivate them to:
Stock Options C 3 The right to purchase common stock at a fixed price over a specified period of time. As the stock’s price rises above the fixed option price, the value of the option increases. Market price of stock $75 per share. Option purchase price $30 per share. Stock options give the owner the right to purchase common stock at a fixed price over a specified period of time. As the stock’s price rises above the fixed option price, the value of the option increases. Corporations give stock options to motivate employees to focus on the company’s stock performance, to take a long-run perspective, and to remain with the company. Options are given to key employees to motivate them to: focus on company performance, take a long-run perspective, and remain with the company.

37 Earnings Per Share A 1 Earnings per share is one of the most widely cited accounting statistics. Basic earnings per share = Net income - Preferred dividends Weighted-average common shares outstanding Earnings per share is one of the most widely cited accounting statistics. It is calculated as net income minus preferred dividends divided by the weighted-average common shares outstanding.

38 Price–Earnings Ratio Price– Earnings Ratio Market value per share
This ratio reveals information about the stock market’s expectations for a company’s future growth in earnings, dividends, and opportunities. Price– Earnings Ratio = Market value per share Earnings per share The price-earnings ratio reveals information about the stock market’s expectation for a company’s future growth in earnings, dividends, and opportunities. It is calculated as market value per share divided by earnings per share. If earnings go up, will the market price of my stock follow?

39 Annual cash dividends per share
Dividend Yield A 3 Tells us the annual amount of cash dividends distributed to common stockholders relative to the stock’s market price. Dividend Yield = Annual cash dividends per share Market value per share The dividend yield ratio provides the annual amount of cash dividends distributed to common stockholders relative to the stock’s market price. It is calculated as the annual cash dividend per share divided by the market value per share.

40 Book Value per Share–Common
Reflects the amount of stockholders’ equity applicable to common shares on a per share basis. Stockholders’ equity applicable to common shares Number of common shares outstanding Book value per common share = The book value per common share reflects the amount of stockholders’ equity applicable to common shares on a per share basis. It is calculated as stockholders’ equity applicable to common shares divided by the number of common shares outstanding.

41 Book Value per Share–Preferred
Reflects the amount of stockholders’ equity applicable to preferred shares on a per share basis. Book value per preferred share = Stockholders’ equity applicable to preferred shares Number of preferred shares outstanding The book value per preferred share reflects the amount of stockholders’ equity applicable to preferred shares on a per share basis. It is calculated as stockholders’ equity applicable to preferred shares divided by the number of preferred shares outstanding.

42 Global View U.S. GAAP and IFRS have similar procedures for issuing common stock at par, at a premium, at a discount, and for noncash assets. Accounting for and reporting cash dividends, stock dividends, and stock splits, are consistent under both U.S. GAAP and IFRS. Accounting for treasury stock is consistent under both U.S. GAAP and IFRS. Companies do not report gains or losses on transactions involving their own stock. U.S. GAAP and IFRS have similar procedures for accounting for and reporting common stock, including issuing common stock at par, at a premium, at a discount, and for noncash assets. However, the terminology may be a slightly different. For example, term common stock under U.S. GAAP is called share capital under IFRS. Accounting for and reporting dividends, including cash dividends, stock dividends, and stock splits, are consistent under both U.S. GAAP and IFRS. Accounting for treasury stock is consistent under both U.S. GAAP and IFRS. Companies do not report gains or losses on transactions involving their own stock. This applies to purchases, reissuances, and retirements of treasury stock. There are some differences between U.S. GAAP and IFRS in accounting for and reporting preferred stock. Preferred stock that is redeemable at the option of the preferred stockholder is reported between liabilities and equity under U.S. GAAP, but it is reported as a liability under IFRS. Also, the issue price of convertible preferred stock (and bonds) is recorded entirely under preferred stock (or bonds), and none to the conversion feature under U.S. GAAP. However, IFRS requires that a portion of the issue price be allocated to the conversion feature. Preferred stock that is redeemable at the option of the preferred stockholder is reported between liabilities and equity under U.S. GAAP, but it is reported as a liability under IFRS. Also, the issue price of convertible preferred stock (and bonds) is recorded entirely under preferred stock (or bonds), and none to the conversion feature under U.S. GAAP. However, IFRS requires that a portion of the issue price be allocated to the conversion feature.

43 End of Chapter 13 End of Chapter 13.


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