Private Company Stock: Ownership, Dividends, and Transactions, Exams of Principles of Accounting

Download Private Company Stock: Ownership, Dividends, and Transactions and more Exams Principles of Accounting in PDF only on Docsity! Accounting Principles II: Corporations Complete Study Guide Characteristics of a Corporation A corporation is a legal entity, meaning it is a separate entity from its owners who are called stockholders. A corporation is treated as a “person” with most of the rights and obligations of a real person. A corporation is not allowed to hold public office or vote, but it does pay income taxes. It may be established as a profit making or nonprofit organization and may be publicly or privately held. The stock of a public company is traded on a stock exchange. There may be thousands, even millions, of stockholders in a public company. Stock of a privately held company is not traded on an exchange and there are usually only a small number of stockholders.  To be recognized as a corporation, a business must file an application that includes the corporation's articles of incorporation (charter) with the State, pay an incorporation fee, and be approved by the State. Once the approval is received, the corporation must develop its bylaws. Organization costs, including legal fees, underwriters' fees for stock and bond issues, and incorporation fees, are recorded as an intangible asset and amortized over a period of time not to exceed 40 years.  Ownership in a corporation is represented by stock certificates, which is why the owners are called stockholders. Stockholders have the right to: vote for the members of the Board of Directors and any other items requiring stockholders action; receive dividends when authorized by the Board of Directors; have first right of refusal when additional shares are issued, thereby allowing the stockholder to maintain the same ownership percentage of the company before and after the new shares are issued (called a pre‐emptive right); and share in assets up to their investment, if the company is liquidated. In some states, stockholders are called shareholders.  A number of characteristics distinguish a corporation from a sole proprietor or partnership. Unlimited life  As a corporation is owned by stockholders and managed by employees, the sale of stock, death of a stockholder, or inability of an employee to function does not impact the continuous life of the corporation. Its charter may limit the corporation's life although the corporation may continue if the charter is extended. Limited liability  The liability of stockholders is limited to the amount each has invested in the corporation. Personal assets of stockholders are not available to creditors or lenders seeking payment of amounts owed by the corporation. Creditors are limited to corporate assets for satisfaction of their claims. Separate legal entity  The corporation is considered a separate legal entity, conducting business in its own name. Therefore, corporations may own property, enter into binding contracts, borrow money, sue and be sued, and pay taxes. Stockholders are agents for the corporation only if they are also employees or designated as agents. Relative ease of transferring ownership rights  A person who buys stock in a corporation is called a stockholder and receives a stock certificate indicating the number of shares of the company she/he has purchased. Particularly in a public company, the stock can be easily transferred in part or total at the discretion of the stockholder. The stockholder wishing to transfer (sell) stock does not require the approval of the other stockholders to sell the stock. Similarly, a person or an entity wishing to purchase stock in a corporation does not require the approval of the corporation or its existing stockholders before purchasing the stock. Once a public corporation sells its initial offering of stock, it is not part of any subsequent transfers except as a record keeper of share ownership. Privately held companies may have some restrictions on the transfer of stock. Professional management  Investors in a corporation need not actively manage the business, as most corporations hire professional managers to operate the business. The investors vote on the Board of Directors who are responsible for hiring management. Ease of capital acquisition A corporation can obtain capital by selling stock or bonds. This gives a corporation a larger pool of resources because it is not limited to the resources of a small number of individuals. The limited liability and ease of transferring ownership rights makes it easier for a corporation to acquire capital by selling stock, and the size of the corporation allows it to issue bonds based on its name. Government regulations  The sale of stock results in government regulation to protect stockholders, the owners of the corporation. State laws usually include the requirements for issuing stock and distributions to stockholders. The federal securities laws also govern the sale of stock. Publicly held companies with stock traded on exchanges are required to file their If the Big City Dwellers sold their $1 par value stock for $5 per share, they would receive $25,000 (5,000 shares × $5 per share) and would record the difference between the $5,000 par value of the stock (5,000 shares × $1 par value per share) and the cash received as additional paid‐in‐capital in excess of par value (often called additional paid‐ in‐capital). When no‐par value stock is issued and the Board of Directors establishes a stated value for legal purposes, the stated value is treated like the par value when recording the stock transaction. If the Board of Directors has not specified a stated value, the entire amount received when the shares are sold is recorded in the common stock account. If a corporation has both par value and no‐par value common stock, separate common stock accounts must be maintained. Preferred stock. The sale of preferred stock is accounted for using these same principles. A separate set of accounts should be used for the par value of preferred stock and any additional paid‐in‐capital in excess of par value for preferred stock. Preferred stock may have a call price, which is the amount the “issuing” company could pay to buy back the preferred stock at a specified future date. If Big City Dwellers issued 1,000 shares of its $1 par value preferred stock for $100 per share, the entry to record the sale would increase (debit) cash by $100,000 (1,000 shares × $100 per share), increase (credit) preferred stock by the par value, or $1,000 (1,000 shares × $1 par value), and increase (credit) additional paid‐in‐capital—preferred stock for the difference of $99,000.  If corporations issue stock in exchange for assets or as payment for services rendered, a value must be assigned using the cost principle. The cost of an asset received in exchange for a corporation's stock is the market value of the stock issued. If the stock's market value is not yet determined (as would occur when a company is just starting), the fair market value of the assets or services received is used to value the transaction. If the total value exceeds the par or stated value of the stock issued, the value in excess of the par or stated value is added to the additional paid‐in‐capital (or paid‐in‐capital in excess of par) account. For example, The J Trio, Inc., a start‐up company, issues 10,000 shares of its $0.50 par value common stock to its attorney in payment of a $50,000 invoice from the attorney for costs incurred by the law firm to help establish the corporation. The entry to record this exchange would be based on the invoice value because the market value for the corporation's stock has not yet been determined. The entry to record the transaction increases (debits) organization costs for $50,000, increases (credits) common stock for $5,000 (10,000 shares × $0.50 par value), and increases (credits) additional paid‐in‐capital for $45,000 (the difference). Organization costs is an intangible asset, included on the balance sheet and amortized over some period not to exceed 40 years.   If The J Trio, Inc., an established corporation, issues 10,000 shares of its $1 par value common stock in exchange for land to be used as a plant site, the market value of the stock on the date it is issued is used to value the transaction. The fair market value of the land cannot be objectively determined as it relies on an individual's opinion and therefore, the more objective stock price is used in valuing the land. The stock transactions discussed here all relate to the initial sale or issuance of stock by The J Trio, Inc. Subsequent transactions between stockholders are not accounted for by The J Trio, Inc. and have no effect on the value of stockholders' equity on the balance sheet. Stockholders' equity is affected only if the corporation issues additional stock or buys back its own stock. Treasury stock is the corporation's issued stock that has been bought back from the stockholders. As a corporation cannot be its own shareholder, any shares purchased by the corporation are not considered assets of the corporation. Assuming the corporation plans to re‐issue the shares in the future, the shares are held in treasury and reported      If the Board of Directors decides to retire the treasury stock at the time it is repurchased, it is cancelled and no longer considered issued. When this occurs, the common stock and additional paid‐in‐capital accounts are decreased (debited) for the amounts recorded in these accounts when the stock was originally issued and cash is decreased (credited) for the amount paid to repurchase the stock. If the repurchase price is more than the original issue price, the difference is a decrease (debit) to the additional paid‐ in‐capital—treasury stock account until its balance reaches zero. Once the balance in the additional paid‐in‐capital—treasury stock account reaches zero, or if there is no such account, the difference is a decrease (debit) to retained earnings. If the repurchase price is less than the original selling price, the difference increases (is credited to) the additional paid‐in‐capital account. Dividends The Board of Directors must authorize all dividends. A dividend may distribute cash, assets, or the corporation's own stock to its stockholders. Distribution of assets, also called property dividends, will not be discussed here. Before authorizing a dividend, a company must have sufficient retained earnings and cash (cash dividend) or sufficient authorized stock (stock dividend). Three dates are relevant when accounting for dividends:  Date of declaration. Date of record. Date of payment or distribution. The date of declaration is the date the Board of Directors formally authorizes for the payment of a cash dividend or issuance of shares of stock. This date establishes the liability of the company. On this date, the value of the dividend to be paid or distributed is deducted from retained earnings. The date of record does not require a formal accounting entry. It establishes who will receive the dividend. The date of payment or distribution is when the dividend is given to the stockholders of record.  If a company has both preferred and common stockholders, the preferred stockholders receive a preference if any dividend is declared. Having the preference does not guarantee preferred stockholders a dividend, it just puts them first in line if a dividend is paid. Preferred stock usually specifies a dividend percentage or a flat dollar amount. For example, preferred stock with a $100 par value has a 5% or $5 dividend rate. Five percent is the $5 dividend divided by the $100 par value. This means all preferred stockholders will receive a $5 per share dividend before any dividend is paid to common stockholders. Some shares of preferred stock have special dividend features such as cumulative dividend or participating dividend.  A cumulative dividend means if dividends are declared, preferred stockholders will receive their current‐year dividend plus any dividends not paid in prior years before the common stockholders receive a dividend. Owning a share of preferred stock that includes a cumulative dividend still does not guarantee the preferred stockholder a dividend because the company is not liable to pay dividends until they are declared. Having cumulative preferred stock simply reinforces the preference preferred stockholders receive when a dividend is declared. If a company has issued cumulative preferred stock and does not declare a dividend, the company has dividends in arrears. Although not a liability, the amount of any dividends in arrears must be disclosed in the financial statements.  The participating dividend feature provides the opportunity for the preferred stockholders to receive dividends above the stated rate. It occurs only after the common stockholders have received the same rate of return on their shares as the preferred stockholders. For example, say the preferred dividend rate is 5% and the preferred stock has a participating feature. This means that the preferred stockholders will receive a larger dividend if the authorized dividend exceeds the total of the 5% dividend for the preferred stockholder and a 5% dividend to the common stockholders.  Cash dividends On May 1, the Board of Directors of Triple Play authorized payment of a $50,000 cash dividend on June 30 to the stockholders of record on May 25. On May 1, the date of declaration, the value of the dividend to be paid is deducted from (debited to) retained earnings and set up as a liability in a separate dividends payable account.  It should be noted that some companies use separate accounts called “Dividends, Common Stock” and “Dividends, Preferred Stock” rather than retained earnings to record dividends declared. If these accounts are used, a closing entry is made at the end of the period to decrease (debit) retained earnings and decrease (credit) “Dividends, Common Stock” and “Dividends, Preferred Stock” to zero out the balances in the dividend accounts and update the retained earnings balance. On the date of payment when the cash is sent out to the stockholders, the dividends payable account is decreased (debited) and the cash account is decreased (credited).  On July 17th when the shares of stock are distributed to the stockholders, an entry is made to decrease (debit) common stock dividend distributable and increase (credit) common stock for $150,000, the par (or stated value). The net effect of the entries recorded when a stock dividend is declared and distributed is a change in the components of stockholders' equity but not in total stockholders' equity or assets. Stock Splits A stock split occurs when a Board of Directors authorizes a change in the par or stated value of its stock. This reduction in par value is made to lower the market price of the stock to make the stock more attractive to potential investors. When a company's stock splits, the change in the par value is offset by a corresponding change in the number of shares so the total par value remains the same. The total stockholders' equity is unaffected by the stock split and no entries are recorded. For example, if Grandma's Girls declared a 3‐for‐1 stock split instead of a 10% stock dividend, the company would issue three shares in place of every one share currently held. After the split occurs, the par value or stated value is divided by 3 (because it is a 3‐for‐1 stock split) to determine the new par or stated value, and the number of outstanding shares is multiplied by 3. After the stock split, the new par value is $1 ($3 ÷ 3) and the number of outstanding shares is 1,500,000 (500,000 × 3). The total par value of the common stock remains at $1,500,000 (1,500,000 shares × $1 par value). The following chart illustrates the effects of stock dividends and stock splits on stockholders' equity.  The Balance Sheet: Stockholders' Equity Preferred stock, common stock, additional paid‐in‐capital, retained earnings, and treasury stock are all reported on the balance sheet in the stockholders' equity section. Information regarding the par value, authorized shares, issued shares, and outstanding shares must be disclosed for each type of stock. If a company has preferred stock, it is listed first in the stockholders' equity section due to its preference in dividends and during liquidation.  Book value measures the value of one share of common stock based on amounts used in financial reporting. To calculate book value, divide total common stockholders' equity by the average number of common shares outstanding. If preferred stock exists, the preferred stockholders' equity is deducted from total stockholders' equity to determine the total common stockholders' equity. The preferred stockholders' equity is the call price for the preferred stock plus any cumulative dividends in arrears. The par value is used if the preferred stock does not have a call price. Using Grandpa's Hook Rug, Inc. balance sheet information, the book value is: Earnings per share   Corporations are also required to report earnings per share on the income statement. Earnings per share represents the amount of earnings related to one share of common stock. There are two types of earnings per share, basic earnings per share and diluted earnings per share. If applicable, both types of earnings per share must be reported. In addition, if the corporation has any of the special items just described, earnings per share must be reported for income from continuing operations, each special item, and net income.  If no preferred stock is outstanding, basic earnings per share is calculated by dividing net income by weighted average number of common shares outstanding for the period. If preferred stock is outstanding, the current year's dividend declared on preferred stock is deducted from net income prior to dividing by weighted average number of common shares outstanding. If the number of common shares outstanding changes during the period, the weighted average number of shares is used to calculate earnings per share. The weighting is based on how long shares are outstanding during the period. For example, if Tom & Margaret, Inc. began the year with 20,000 shares outstanding and issued an additional 5,400 shares on August 20, the weighted average shares would be calculated as: Alternatively, the weighted average shares may be calculated using the total common shares outstanding at a given time. Diluted earnings per share Diluted earnings per share uses the same formula. However, it requires that additional common shares, which could become outstanding as a result of the corporation's compensation plans or having issued convertible debt or convertible preferred stock, to also be included as outstanding common stock. As the formula includes additional shares outstanding, the diluted earnings per share is usually less than basic earnings per share. Think of earnings per share as a continuum with basic earnings per share on one end and diluted earnings per share on the other.