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FinAcc3 Shareholders Equity
FinAcc3 Shareholders Equity
LESSON 2
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1. Nature of Corporation
2. Share Capital transactions, Share Rights, Share Warrants, Share Options
and Share Appreciation Rights
3. Retained Earnings
4. Dividend transactions
5. Recapitalization and Quasi-reorganization
6. Book Value per share
Overview
Study Guide
Learning Outcomes
Topic Presentation
CONTRIBUTED CAPITAL
The minimum consideration or issue price for no-par share as provided for in the
Corporation Code is P5. A no-par share cannot be issued for less than P5.
APIC represents contribution in excess of the par or stated value of the share capital.
APIC may arise from issuance of share capital in excess of par or stated value,
resale or retirement of treasury shares at more than cost, distribution of share
dividends (also called capitalization or bonus issue), issuance of detachable share
purchase warrants, changes in par value (stock recapitalization), donation of assets
to the corporation and transactions resulting to corporate readjustment or quasi-
reorganization.
REVALUATION SURPLUS
It is the excess of revalued amount over the carrying amount of the revalued asset.
LEGAL CAPITAL
-Represents the par value of all share capital issued and subscribed. This is the
portion of the paid in capital arising from the issuance of share capital which cannot
be returned to the shareholders in any form during the lifetime of corporation.
PREFERENCE SHARE
-A special class of shares that possesses certain preferential rights that are not found
in ordinary shares. It is usually issued with a par value and the dividend preference is
expressed as a percentage of the par value. Generally, they have no voting right.
Common features attached to preference shares:
-cumulative preference share
-participating preference share
-convertible preference share
-callable preference share
-redeemable preference share
The Corporation Code provides that the Securities and Exchange Commission shall
not register any stock corporation unless 25% of its authorized number of shares has
been subscribed, and at least 25% of the subscription has been paid. However, in
no case, shall the paid in capital be less than P 5,000.
It holds that the share capital of a corporation is considered as trust fund for the
protection of creditors. It is illegal to return the legal capital to shareholders during the
lifetime of corporation.
MEMORANDUM METHOD:
1. An entity was authorized to issue share capital of P4,000,000 divided
into 40,000 shares with par value of P100.
Memo entry- The entity was authorized to issue share capital of P4,000,000,
divided into 40,000 shares with par value of P100.
5. Issued the share certificates for 6,000 shares which are fully paid.
Subscribed share capital 600,000
Share Capital 600,000
The Corporation Code provides that shares are issued only when
subscriptions are fully paid.
3. Cash 250,000
Subscription Receivable 250,000
4. Cash 450,000
Subscription Receivable 450,000
The issuance of share capital is credited to the unissued share capital account
6. Cash 500,000
Unissued share capital 500,000
The Corporation Code provides that a “share shall not be issued for a consideration
less than the par or stated value thereof”
The law further provides that shares without par value cannot be issued for less than
P5. In the Philippines, the no-par share must have a stated value of at least P5.
Issued for Cash: when par or no-par value share with stated value is issued
for cash, the proceeds should be credited to Share Capital Capital account to
the extent of the par or stated value of the shares, with the excess being
reflected as APIC.
Issued for Consideration other than Cash: the proceeds should be
measured by the fair market value (FMV) of the property or the services
received. If the FMV of the property or services is not available, the
transaction is recorded using the FMV of the share capital issued. In case the
shares are issued for outstanding liabilities set off should be the measure for
recording the equity. If shares are issued in consideration for goods, or
services received from an employee, IFRS 2 Share Based Payment, requires
that the transaction be recorded at the FMV of the equity instruments issued.
Any excess of the FMV over the par value of the shares issued is credited to
Share Premium.
Share Capital is recorded at an amount equal to the following in the
order of priority:
1. Fair value of non cash consideration received
2. Fair value of the shares issued
3. Par Value of the shares issued
DELINQUENT SUBSCRIPTION
If the shareholder does not pay on the date fixed, the shareholder is declared
delinquent and the delinquent share will be sold at public auction
HIGHEST BIDDER
It is the person who is willing to pay the “offer price” of the delinquent shares for the
smallest number of shares.
The offer price normally includes:
1. Balance due on the subscription
2. Interest accrued on the subscription due
3. Expenses of advertising and other costs of sale
ILLUSTRATION:
Assume the following data for HIP Corporation. Dave subscribed to 1,000 shares of
P100 par value ordinary shares at par. A 25% downpayment was given by Dave, the
balance being payable in 2 equal installments. Dave paid the first installment but
defaulted in the second. The unpaid subscription was offered for sale at a public
auction. Advertising costs amounted to P5,000. Harley made a bid for 800 shares,
Idaba for 700 shares and Punzalan for 600 shares.
Illustration:
SAAP Corporation issued for a lump sum price of P 178,000 1,000 Ordinary shares
with par value of P 100 and 500 preference shares with par value of P 50. On that
date of issuance, SAAP’s ordinary share were selling at P 135, while its preference
shares were selling at P 90.
If not all fair market values of classes of securities are determinable, the residual
method may be used.
Assume in our proceeding example that no fair market value for preference shares is
determinable. The allocation is made as follows:
Those costs include registration and other regulatory fees, amounts paid as legal
and printing costs and stamp duties. The transaction costs of an equity transaction
are accounted for as deduction from equity (net of any related income tax benefit), by
a charge to APIC (Share Premium) pertaining to that issue. If there is no APIC, Share
issue costs are recorded as expenses.
Transaction costs that relate to the issue of a compound financial instrument (bonds
with share warrants) are allocated to the liability and equity components of the
instrument in proportion to the allocation of proceeds.
Costs that relate to stock market listing shall be recorded as expense in the income
statement because these are not considered as costs of an “equity transaction” since
no equity instrument has been issued.
JOINT COSTS
Transaction costs that relate jointly to the concurrent listing and issuance of new
shares and listing of old existing shares shall be allocated between the newly issued
and listed shares and the newly listed old existing shares. Philippine Interpretations
Committee concluded that joint costs shall be allocated prorate on the basis of
outstanding newly issued and listed shares and outstanding newly listed old existing
shares.
Examples:
1. Audit and other professional advice relating to prospectus
2. Opinion of counsel
3. Tax Opinion
4. Fairness opinion and valuation report
5. Prospectus design and printing
ILLUSTRATION:
SAAP Corporation undertakes initial public offering (IPO) for the listing and issuance
of 700,000 new shares and listing of 300,000 old existing shares.
The entity incurred the following costs:
Documentary stamp tax 25,000
Fairness opinion and valuation report 125,000
Tax Opinion 100,000
Newspaper publication 200,000
Listing fee 300,000
Other joint costs 275,000
JOINT COSTS
Fairness opinion and valuation report 125,000
Tax Opinion 100,000
Other joint costs 275,000
Total joint costs 500,000
ENTRIES:
1. Cost of public offering:
Stock listing fee 300,000
Cash 300,000
2. Share Issuance costs (if the new shares are issued at more than par)
Share Premium 225,000
Cash 225,000
Share Issuance Costs (if the new shares are issued at par)
Share issuance costs 225,000
Cash 225,000
3. Allocation of joint costs:
Outstanding Fraction Allocated
Newly issued and listed shares 700,000 7/10 350,000
Newly listed old existing shares 300,000 3/10 150,000
1,000,000 500,000
WATERED SHARE
Watered share is share capital issued for inadequate or insufficient
consideration.
Consideration received < par or stated value but the share capital is issued as
fully paid.
A building with fair value at P800,000 is received for 10,000 shares of P100par value.
To create a water in the share capital, the issuance of 10,000 shares is recorded as
fully paid as follows:
Building 1,000,000
Share Capital 1,000,000
To correct the accounts:
Discount on Share Capital 200,000
Building 200,000
It is one which can be called in for redemption at a specified price at the option of
the corporation. It has no definite redemption date as this dependent on the call
of the issuer. It is an equity instrument rather than a financial liability.
An entity issued 10,000 callable preference shares with par value of P100 at P120
per share. The entry to record the issuance:
Subsequently, the preference shares are called in at P150 per share. The entry to
record the call:
When preference shares are called in at more than original issue price of the
preference shares, the excess is debited to Retained Earnings.
If call price > par value of PS, the excess is charged to: a) Share Premium
from original issuance of the PS b.) Retained Earnings
When preference shares are called in at less than original issue price,
difference is credited to Share Premium from Ordinary Shares
An entity issued 10,000 preference shares at the par value of P100 per share. The
preference shares have mandatory redemption by the issuer for P1,200,000.
On January 1, 2020, an entity issued PS for cash equal to the par value of
P6,000,000.
The PS are redeemable at the option of the PS holders. No dividends are to be paid
on these shares, but the preference shareholders have the right to require the issuer
to redeem the shares on January 1,2022 for P6,615,000. The interest rate implicit in
this agreement is 5% compounded annually.
-it is one which gives the holder the right to exchange the holdings for other securities
of the issuing corporation
ILLUSTRATION
Preference Share Capital, 10,000 shares, P100 par 1,000,000
Ordinary share capital, 200,000 shares authorized, 100,000
Shares issued, P30 par 3,000,000
Share Premium-PS 200,000
Share Premium-OS 1,000,000
Retained Earnings 2,000,000
CASE 1
The preference share is converted into ordinary share in the ratio of 1 preference
share for 3 ordinary shares.
Preference share capital 1,000,000
Share Premium- PS 200,000
Ordinary Share Capital (30,000 X 30) 900,000
Share Premium-OS 300,000
CASE 2
The preference share is converted into ordinary share in the ratio of 1 preference
share for 5 ordinary shares
Preference Share Capital 1,000,000
Share Premium-PS 200,000
Retained Earnings 300,000
Ordinary share capital (50,000 X 30) 1,500,000
Assume that an enterprise acquires 1,000 of its own P100 par value with preference
shares preference shares. These shares were originally issued at P110. Retirement
of the preference shares would be recorded as follows:
Let’s assume that 1,000 shares of P100 par ordinary shares were reacquired at
P150 per share. The entry to record the reacquisition is:
Assume that 400 of the treasury shares were subsequently sold at P160 share and
the remaining 600 were later sold at P140 per share.
The resale of the 600 shares at P140 at a later date is recorded as follows:
Cash (600 shs X 140) 84,000
Paid in Capital from Treasury Shares 4,000
Retained Earnings 6,000
Treasury Shares (600 shs X 150) 90,000
The receipt of donated shares is recorded by memorandum entry. If the market price
of the share capital is known at the time donation, the receipt maybe recorded by
debiting Treasury Shares and crediting Donated Capital or APIC appropriately
described, for an amount equal to the market value of the donated shares.
If the receipt of the donated shares was recorded by a memorandum entry, the entire
proceeds from the subsequent resale of these donated shares are credited to
Donated Capital or Paid in Capital from Donated Shares. If the donated shares were
recorded at market value at time of receipt, only the excess of the reissue price over
the market value is credited to Donated Capital or Paid in Capital from Donated
Shares.
1. Assume there is no available market price for the shares at this time.
Memo: One thousand (1,000) shares of P100 par value ordinary shares were
received as donation from various shareholders.
Cash 130,000
Donated Capital 130,000
2. Market price for donated ordinary share is known at P120 per share.
Treasury Shares 120,000
Donated Capital 120,000
Cash 130,000
Treasury Shares 120,000
Donated Capital 10,000
The total amount of shareholders’ equity is not affected by the choice of method used
to account for the donated treasury shares.
Stock Split (share split under IAS) is the issuance by an enterprise of its own ordinary
shares to its ordinary shares without consideration and under conditions indicating
that such action is prompted mainly by a desire to increase the number of
outstanding shares. The purpose is to effect a reduction in their unit market price and
thereby obtain a wider distribution and improved marketability of the shares. This is
accompanied by a reduction in the par value of the share capital.
Share split and reverse share split are recorded in the books by a memorandum
entry and the total shareholders’ equity are not changed in effecting the split.
Memo: Effected a 2 for 1 share split, reducing the par value to P50 and
increasing the number of shares issued to 20,000
Memo: Effected a 1 for 2 share split, increasing the par value to P200 and
decreasing the number of shares issued to 5,000.
STOCK RIGHTS, WARRANTS AND OPTIONS
Stock rights or rights issue are rights issued to existing shareholders entitling them
to maintain a proportionate interest in the ownership of the corporation when new
shares are to be issued. It gives the holders the privilege to purchase shares at a
price lower than the prevailing market price of the shares of stock.
A memorandum entry listing the number of additional shares that maybe acquired
through the exercise of the rights is necessary so that the corporation may hold a
sufficient number of unissued shares. If the rights are exercised, the usual journal
entry is to record the issuance of shares for cash. If the rights expire, another
memorandum entry is made.
SPPP Corporation had 800,000 shares outstanding P100 par value ordinary share
capital and decided to issue additional 200,000 shares. It issued 800,000 stock rights
to its existing shareholders, giving the holders thereof the right to purchase one
ordinary share at P120 per share for every 4 rights submitted (800,000/200,000). On
the date of distribution of the stock rights, each share of SPPP Corporation sells for
P140. Of the 800,000 rights distributed by SPPP Corporation, 600,000 rights were
exercised. The remaining rights expired.
Entries:
1. Issuance of rights:
Memo: Issued 800,000 stock rights to shareholders permitting them to
purchase one share of P100 par ordinary share at P120 for every 4 rights
submitted.
2. Exercise of rights:
Cash 18,000,000
Ordinary Share Capital 15,000,000
Share Premium-Ordinary Shares 3,000,000
600,000/4= 150,000
150,000 X 120= 18,000,000
150,000 X 100= 15,000,000
150,000 X 20= 3,000,000
Share warrants are sold by corporation for cash in conjunction with the issue
of another security, usually preference shares or bonds.
When preference shares are issued with detachable warrants, the proceeds
should be allocated to both preference shares and warrants based on the fair
value of the 2 securities at the time of issuance. The value attached to the
warrants is credited to Ordinary Share Warrants Outstanding or any
appropriate account (Paid in Capital from Warrants or Share Warrants
Outstanding) which is reported in balance sheet as APIC.
If the warrants are exercised, the value assigned to the ordinary share is the
value allocated to the warrants plus the cash proceeds from the issuance of
the ordinary shares. If the rights are allowed by the holders to expire, the
value assigned to the warrants may be transferred to another paid in capital
account (Paid-in Capital from Expired Share Warrants).
San Miguel Corporation issues 1,000 shares of P100 par value preference shares at
P130 per share. Each preference share includes one detachable warrant that entitles
the holder to purchase one share of P50 par ordinary shares at P60 per share. At
that time, the market values are as follows: Preference share without warrants
attached- P126; Warrants – P4; Ordinary Share- P75. Subsequently, all of the
warrants were exercised.
Journal entries to record the issue of preference shares with warrants and the
subsequent exercise of the warrants are as follows:
Assume that only 600 warrants were exercised and the remaining 400 warrants
expired. Journal entries for the exercise and expiry of warrants are as follows:
SHARE OPTIONS
It is a contract that gives the holder the right, but not the obligation, to subscribe to
the entity’s shares at a fixed or determinable price for a specified period. Share
options are granted to officers and employees of an enterprise as part of
compensation plan and as compensation for services received. It is within the scope
of IFRS 2, Share based payment.
Share based transactions under IFRS 2 fall under any of the following classifications:
(a) Equity-settled share based payment transactions, in which the entity receives
goods or services as consideration for equity instruments of the entity
(including shares or share option).
(b) Cash-settled share based payment transactions, in which the entity acquires
goods or services by incurring liabilities to the supplier of those goods or
services for amounts that are based on the price (value) of the entity’s shares
or other equity instruments of the entity and
(c) Transactions in which the entity receives or acquires goods or services and
the terms of the arrangement provide either the entity or the supplier of those
goods or services with a choice of whether the entity settles the transaction in
cash (or other assets) or by issuing equity instruments.
Based on above, share options fall under (a) equity-settled share based payment
transaction.
On January 2, 2020, the shareholders of HCP Company approved a plan that grants
the company’s four executives options to purchase 2,000 shares each of the
company’s P50 par value ordinary shares. The options are granted on January 2,
2020 and maybe exercised anytime from January 1, 2020 to December 31, 2022.
Based on an option pricing model used by the enterprise, the fair value of the option
is P35. The option price per share is P60 and the market price of the ordinary shares
on January 2, 2020 is P90 per share. At the end of 2020, all options were expected
to vest. All options vested and were exercised at the end of 2020.
On January 2, 2020, the shareholders of HCP Company approved a plan that grants
the company’s four executives options to purchase 2,000 shares each of the
company’s P50 par value ordinary shares. The options are granted on January 2,
2020 and maybe exercised anytime from January 1, 2020 to December 31, 2022.
Based on an option pricing model used by the enterprise, the fair value of the option
is P35. The option price per share is P60 and the market price of the ordinary shares
on January 2, 2020 is P90 per share.
On June 30, 2021, an executive with option to purchase 2,000 shares decided to
migrate to Singapore and resigned from HCP Company. On March 2, 2022, all of the
three remaining executives exercised their options.
If during the vesting period, some options are cancelled due to non completion of the
minimum required service period, the total value of the remaining options which has
not been charged to expense shall be recognized as expense over the remaining
number of years in the vesting period.
06/01/2021: Memo: Options for the purchase of 2,000 shares previously granted on
January 1, 2020 were cancelled because the executive holding the
options resigned.
SCENARIO 3: All options vested; but some options were not exercised
The entity shall make no subsequent adjustment to total equity after the vesting date,
even if some of the options that already vest are cancelled before their expiration
date. However, this requirement of PFRS/IFRS 2 does not preclude the entity from
recognizing a transfer within equity.
Using the data of scenario 1 and assume that all the 4 executives who have been
granted the share options stayed with the company until the end of 2021. Hence, all
the options vested. On June 30, one of the executives resigned from the company
without exercising the options. Thus, 2,000 options were cancelled. All the remaining
options were exercised on December 31, 2022.
SCENARIO 4: Estimates exist at each end of the reporting date of the number
of options expected to vest.
MBBN Company granted 100 share options to each of its 500 employees on January
1, 2020. The option plan allows the employees to purchase a share of the entity’s
P100 par value ordinary shares capital at P120. On January 1, 2020, the fair value of
each option was determined to be P24 based on option pricing model used by the
company. The option plan requires the employees receiving the options to be in the
employ of the company at least until December 31, 2022. Options are exercisable
starting January 1, 2023 and they expire on December 31, 2024.
Actual and revised estimates of employees leaving the company during 2020,2021 &
2022 are as follows:
Of the 44,500 options that vested, 44,000 were exercised on December 31, 2023 and
the remainder lapsed.
In some cases when the market price of the options cannot be reliably determined by
the enterprise, the intrinsic value method may be used to assign a value to the share
options. The INTRINSIC VALUE is the excess of the market price of a share over the
strike price (exercise price).
For instance, if a share sells for P150 in the market and the exercise price is P130,
the intrinsic value is P20.
The following are entries during 2020 and 2021 assuming that no executive left the
company during these vesting years.
Assuming that the options were exercised on June 30, 2022 when the market price of
an ordinary share is P 105, the following entries would be made.
If market value of the option is available on the date of grant, this market value is
used to measure the amount of compensation expense recorded over the vesting
period. Any subsequent change in the market value during vesting year is ignored.
Market Condition
If the grant of share options is based on market performance features, the best
estimate of the length of vesting period is made at the date of grant, while the
number of employees expected to be entitled to the options shall be estimated at
each reporting date. Compensation expense is recorded at the end of each vesting
year, irrespective of whether that market condition is satisfied.
On January 1, 2020, SGV & Co, issued 3,000 share options to its key employees that
will vest once its share price equals P90. Each employee who received the options is
required to be employed with the company at the time the condition is met in order to
receive the options. The share options will expire in 3 years. On the date of grant, it is
expected that the market condition will be satisfied in 3 years. Based on the pricing
model used by the company, the market value of the share option on the date of
grant is P25.
The total compensation expense that will be recognized over the 3-year period is
P75,000 if all the employees satisfied the required service condition. At the end of
each year in the expected vesting period, compensation expense of P25,000 will be
recognized, irrespective of whether the condition of reaching P90 share price is
satisfied.
The above entries are made irrespective of whether the market price of the company
reached P90 before the expiration of the option.
When there is acceleration to the vesting period because the targeted market price is
reached before the end of the three-year period in the foregoing example, the
compensation expense is accordingly adjusted. If the market price of the share
reached P90 in 2021 in the foregoing illustration, the compensation expense in 2021
will be adjusted to P50,000 computed as follows:
Non-Market Condition
The amount recognized for goods or services received during the vesting period shall
be based on the number of share options expected to vest based on number of
employees that will complete the required service period and on the achievement of
the non-market condition.
The entity shall revise that estimate, when necessary if subsequent information
indicates that the number of share options expected to vest differs from the previous
estimates. On vesting date, the entity shall revise the estimate to equal the number of
equity instruments that ultimately vested.
Assume that on December 31, 2020, RCAM Company issued 2,000 share options to
each of the 5 key executives that will vest once revenues reach P100 million a year
until December 31, 2023. The options expire on January 1, 2024. The employee
must still be in the employ of the company at the time the share options vest. Based
on the pricing model used by the company, the market value of the option on the
date of grant is P30.
At the end of 2021, it is expected that none of the executives who have been granted
the share options will leave the company until 2024. It is also estimated that revenue
of P100 million will be reached by the year 2023. Thus, compensation expense of
P100,000 will be recognized by the company. The following entry shall be made on
December 31, 2021 based on the estimate of the company.
If the total annual revenue during 2022 reached P100 million, the vesting of the share
options accelerates and the remaining compensation expense related to the 10,000
share options shall be recognized as follows:
If the P100 million annual revenue had not been reached by the end of the year 2022
but it is still expected that the condition will be satisfied in the year 2023, the
compensation expense recognized in 2022 will be P 100,000 and the remaining P
100,000 will be recognized in 2023.
If the revenue condition was not satisfied up to the end of 2023, the compensation
expense recorded in previous years shall be reversed. The adjustment is treated as a
change in accounting estimate affecting the compensation expense of the current
period. Thus, in effect on a cumulative basis, no compensation expense is recorded
as a result of the share options if the non-market condition has not been satisfied.
On January 1, 2020, CFAM Company granted 100 share options to each of its 500
employees for the purchase of the company’s ordinary share capital at P120 per
share. The options are exercisable by employees who are in the employ of the
company until the exercise of the options. The share options will vest as follows:
Actual and estimate of the employees who leave the company are as follows:
SOLUTION:
Actual and estimated number of employees:
Total value of options that actually vested: 449 X 100 X P24 P 1,077,600
Compensation expense previously recognized (712,000)
Cumulative compensation expense P 365,600
Incentives for impressive performance of the company may also be granted to key
employees in the form of cash based on the increase in the market value of the
company’s shares from the date of grant. SARs are examples of cash-settled share-
based payment transactions. The entity shall measure the fair value of the liability at
each reporting date and at the date of settlement with any changes in fair value
recognized in profit or loss for the period.
On January 1, 2020, RCAM Corporation grants 100 cash share appreciation rights to
each of its 400 employees on the condition that the employees remain in its employ
at least until December 31, 2022.
The number of employees who left during 2020 and the estimated number of
employees still expected to leave until December 31, 2022 as estimated at the end of
2020 and 2021 are as follows:
2020: 20 employees left; 35 employees expected to leave until December 31, 2022
2021: 15 employees left: revise estimate, 15 employees expected to leave until
December 31, 2022
2022: 10 employees left
The entity estimates the fair values of the SARs at end of each year as follows: 2020-
P12.40; 2021-P15.20; 2022-P16.40; 2023-P18;2024-P21.
The market values of the ordinary share are available on the following dates:
January 1, 2020 P 60.00
December 31, 2020 71.00
December 31, 2021 74.00
December 31, 2022 76.40
December 31, 2023 78.00
December 31, 2024 81.00
Solution:
Number of employees expected to stay until December 31, 2022 as estimated at the
end of each year:
2020: 400-20-35= 345
SARs are measured at fair value at the end of each reporting date. At the date of
exercise the employees are to be paid an amount equal to the intrinsic value.
After the vesting date (December 31, 2022), until the share appreciation rights are
exercised, the SARs are measured at each reporting date at fair value. Thus, as a
result of remeasurement, additional compensation expense shall be recognized in
2023 and 2024 as follows:
2023: Total fair value of the SARs (355 X 100 X P18) P 639,000
Less: Previous fair value (355 X 100 X P16.40) 582,200
Compensation expense 56,800
2024: Intrinsic value at date of exercise (35,500 X P21) 745,500
Less: Previous fair value 639,000
Compensation expense 106,500
The following are the entries relating to the share appreciation rights:
San Andres Company issued SARs to its Chief Executive Officer on January 1, 2020.
The SARs maybe exercised beginning January 1, 2023 provided that the officer is
still in the employ of the company at the date of exercise. Each right provides for a
cash payment equal to the amount the share price of San Andres Company exceeds
P50. The equivalent number of shares for SARs will be based on the level of sales of
the company at December 31, 2022 as follows:
Assuming that the SARs are exercised on January 1, 2023, the entry for the payment
is:
Assuming that SARs are still unexercised at December 31, 2023 and that the fair
value of the SARs is already P1,000,000, an entry is made to adjust the Share
Appreciation Rights Payable from 900,000 to 1,000,000. The change in the fair value
of the SARs is an adjustment to the current year compensation expense.
ILLUSTRATION
On January 1, 2020, an entity granted to its chief operations officer the right to
choose either 5,000 ordinary shares or to receive cash payment equal to 4,000
shares. The grant is conditional upon completion of 2 years of service. The entity
estimates that the value of the share alternative at the date of grant is P60 per share.
Par value per share is P40.
The fair values per share at January 1, 2020, December 31, 2020 and December 31,
2021 are P65, P68 and P72.
The officer exercised his rights on June 30, 2022 when the market price of each
share is P75.
SOLUTION:
Journal entries:
12/31/20: Compensation Expense 156,000
Share Options Outstanding 20,000
Share Appreciation Rights Payable 136,000
40,000/2= 20,000
272,000/2=136,000
40,000/2= 20,000
288,000-136,000=152,000
If the officer opted the equity alternative, the settlement is recorded as:
06/30/22: Share Appreciation Rights Payable 300,000
Share Options Outstanding 40,000
Ordinary Share Capital (5,000 X 40) 200,000
Share Premium 140,000
RETAINED EARNINGS
If the Profit or Loss Summary account has a credit balance (indicating a net
income), the entry is:
Profit or Loss Summary XX
Retained Earnings XX
If the Profit or Loss Summary account has a debit balance (indicating a net loss):
Retained Earnings XX
Profit or Loss Summary XX
DIVIDENDS
Distribution of corporate income to its shareholders on a prorate basis. It is
distributed out of accumulated earnings of corporation except for liquidating dividend
which represents return to the shareholders of their investments.
FORMS OF DIVIDENDS
1. Cash
2. Non cash assets (property dividends)
3. Notes or other evidence of corporate indebtedness (scrip or liability)
4. Corporate own share capital (stock dividends or bonus issue)
CASH DIVIDENDS
-maybe expressed as a percentage of the par value of the Share Capital or as a peso
amount per share.
The Board of Directors of San Juan Corporation at its meeting on December 1, 2020,
declares a dividend of P2.00 per share, payable on February 1, 2021, to
shareholders of record on December 27, 2020. At time of declaration, San Juan
Corporation has 50,000 ordinary shares outstanding.
PROPERTY DIVIDENDS
-may be distributed in the form of equity or debt securities held in other companies in
order to facilitate the divisibility and delivery of the assets to the shareholders.
Assume that on October 10, 2020, GBC Corporation declared property dividends
distributable on March 31, 2021 in the form of pieces of equipment with carrying
value of P320,000 (cost P500,000 and updated accumulated depreciation of
P180,000) and with fair value of P350,000. On December 31, 2020, the equipment’s
fair value slightly fell to P340,000 and on March 31, 2021, the assets fair value
increased to P370,000.
-Number of shares of bonus issue represents less than 20% of shares previously
outstanding (small bonus issue) @ market value per share on declaration date
-Proportion of additional shares issued is large in relation to the total shares
previously outstanding (20% or more) (large bonus issue) @par value.
The capital structure of San Jose Corporation at December 31, 2019 is as follows:
Ordinary Share Capital , P10 par, 10,000 shares issued and outstanding 1,000,000
Share Premium 200,000
Retained Earnings 900,000
Assume that the large bonus issue of 300,000 shares declared includes 25,000 full
shares and 5,000 fractional shares.
Assume further that only 4,500 full shares are issued and the remaining 500
fractional shares expired:
SCRIP DIVIDENDS
-corporation issues promissory notes called scrip requiring the corporation to pay
dividends at some future date.
Assume that San Gabriel Corporation declares 10% scrip dividends on April 1, 2020
payable on April 1, 2021 with interest rate of 12%. The total par value of the
outstanding shares of San Gabriel Corporation is P1,000,000.
LIQUIDATING DIVIDENDS
-represent return of contributed capital rather than distribution of earnings
Assume that on December 31, 2020 San Rafael Corporation declares P400,000 cash
dividends to its ordinary shareholders. The balance of the retained earnings on this
date is P300,000 and as such, P100,000 of the dividends are liquidating.
San Ildefonso Corporation declared and paid cash dividends of P200,000 and
P424,000 for years 2020 and 2021 respectively. The company’s capital structure for
the 2-year period remained unchanged as follows:
Determine the total dividend and dividend per share for both preference and ordinary
shares for years 2020 and 2021 under the following independent assumptions:
Solution:
Annual dividend:
Preference share (2,000,000 X 12%) P 240,000
Ordinary Share (1,000,000 X 12%) 120,000
Preference Ordinary
64,000 X 2/3 42,667
64,000 X 1/3 21,333
The retained earnings appropriated account should specify the purpose for which it is
appropriated. In the entry above, the appropriation is for the cost of the treasury
shares.
Note that the appropriation does not affect the total amount of retained earnings and
the total amount of shareholder’s equity. It should also be noted that appropriation
does not necessarily represent any cash fund. The appropriation is only a means of
disclosing how much of retained earnings is unavailable for dividend declaration.
When the appropriation is no longer needed (meaning, the purpose has already been
attained), the initial journal entry if any, is reversed. Thus, if the treasury shares had
been reissued the appropriated retained earnings will be cancelled, as follows:
Prior period errors are omissions from, and misstatements in, the entity’s financial
statements for one or more periods arising from failure to use, or misuse of, reliable
information that was available when financial statements for those periods were
authorized for issue and could reasonably be expected to have been obtained and
taken into account in the preparation of those financial statements. Such errors
include the effects of mathematical mistakes, mistakes in applying accounting
policies, oversights or misinterpretations of facts, and fraud (Paragraph 5, IAS 8
Accounting Policies Changes in Accounting Estimates and Errors).
Prior period errors result to either a net understatement or net overstatement of the
balance in the retained earnings account. The adjustment that should be taken up in
the retained earnings is net of the related income tax. If the adjustment results to a
net understatement in prior period net income, such adjustment is credited to the
retained earnings account, net of applicable income tac. If the adjustment results to a
net overstatement in the net income in the prior period, the retained earnings account
is charged, net of the related income tax.
IAS 8 defines accounting policies as the specific principles, bases, conventions, rules
and practices applied by an entity in preparing and presenting financial statements.
IFRSs set out accounting policies that the IASB concluded will result in relevant and
reliable financial information about the reporting enterprise. In the absence of a
Standard or an Interpretation, management shall select accounting policies that will
result to relevant and reliable presentation of the transactions of the enterprise and
shall consider the applicability of the following sources in descending order
(Paragraph 11, IAS 8):
(a) The requirements and guidance in Standards and Interpretations dealing with
similar and related issues; and
(b) The definitions, recognition criteria and measurement concepts for assets,
liabilities, income and expenses in the Framework.
Paragraph 13 of the same Standard states that an entity shall select and apply its
accounting policies consistently for similar transactions, other events and conditions,
unless a Standards or an Interpretation specifically requires or permits categorization
of items for which different policies may be appropriate. If a Standard or an
Interpretation requires or permits such categorization, an appropriate accounting
policy shall be selected and applied consistently to each category.
voluntary change is one that is effected because the management believes that it
would result to a more reliable information and more relevant presentation of the
performance and financial position of the enterprise.
Quasi-reorganization
A corporation that incurs losses over a long period may find itself in serious financial
difficulty. With continued losses, retained earnings may have been reduced to a very
low amount or to a deficit. Rather than enter into formal bankruptcy or other legal
proceedings, it may be more beneficial for the corporation to establish a new
management group and at the same time engage in a process termed as quasi-
reorganization.
After the quasi-reorganization, the corporation must have a zero balance in retained
earnings. In its subsequent financial statements, the retained earnings must be
“dated” for a period of approximately 10 years to show the fact and the date of the
quasi-reorganization. In addition, for a period at least three years from the quasi-
reorganization date, the amount of accumulated deficit eliminated should be
disclosed in the financial statements.
The following journal entries are made to effect and complete the quasi-
reorganization:
To illustrate, assume that Company X has suffered losses from operations for some
time. The company decides to undergo a quasi-reorganization. This was approved by
the shareholders and creditors of the corporation as well as by the SEC. As a result
of the quasi-reorganization, the company’s property, plant and equipment with total
carrying amount of 2,000,000 (valued at cost of 4,000,000 less accumulated-
depreciation of 1,800,000, have been determined to have recoverable amount of
1,500,00.)
The company will redeem its P50 par ordinary shares and will issue equal number of
ordinary shares with par value of P30.
The following are the entries for the write down of property, plant and equipment and
for the recapitalization:
After recording the impairment in the value of property, plant and equipment the
balance of the deficit increased to P1,000,000 (which is P600,000 + P500,000),
whereas total share premium after recapitalization is now P1,350,000 (i.e. P150,000
+ 1,200,000). The deficit is then cancelled against the share premium account in the
following entry.
REVALUATION SURPLUS
An entity may choose to value its property, plant and equipment and intangible
assets using either the cost model or revaluation model. The choice of the model
used is applicable to an entire class of property, plant and equipment and intangible
assets. The use of the revaluation model gives rise to an unrealized increment in
capital termed as revaluation surplus. This item is reported in the statement of
financial position as a separate item in the shareholder’s equity section.
An entity shall present a statement of changes in equity showing the following on the
face of the statement.
a. The total comprehensive income for the period, showing separately the
following on the profit or loss and the other comprehensive income for the
period;
An entity shall also present, either on the face of the statement of changes in equity
or in the notes:
b. the balance of retained earnings at the beginning and end of the period, and
the changes during the period; and
Book value per share represents the equity that an ordinary shareholder has in the
net assets of the corporation from owning one share capital stock. It is the amount
that would be paid on each share assuming that the company is liquidated and that
assets are realized at their carrying amounts. The book value measurement is
sometimes used as a factor in the evaluating the value or worth of a share of stock.
When shares of stock are reacquired and reported as treasury shares, the cost of the
treasury shares is deducted in arriving at the total shareholders’ equity and the
number of treasury shares is deducted from the number of shares issued in arriving
at the shares outstanding.
When share of stock have been subscribed for but are unissued, share capital
subscribed is included in the total shareholders’ equity and the number of shares
subscribed is added to the number of shares outstanding.
To illustrate, assume the following shareholders’ equity of ABC Corporation:
Ordinary Shares, P20 par (90,000 shares) 1,800,000
Subscribed Ordinary Share, P20 par (10,000 shares) 200,000
Share Premium 550,000
Retained Earnings 1,200,000
Treasury Shares, 5,000 shares at cost 125,000
b. The preference share has a liquidation value of P220 and is cumulative with
dividends three years in arrears (including the current year) that must be fully paid
in the event of liquidation. Book values on December 31, 2010 are as follows:
Total shareholders' equity P7,550,000
Problem 1:
At the beginning of the current year, Ria Company issued 10,000 ordinary shares of
P20 par value and 20,000 convertible preference shares of P20 par value for a total
of P800,000.
At this date, the ordinary share was selling for P36 and the convertible preference
share was selling for P27.
4. What amount should be recorded as share premium from the issuance of ordinary
shares?
a. 200,000
b. 160,000
c. 120,000 1,000,000
d. 0
2,500,000
Problem 2:
7,500,000
Tunn Company reported the following balances on December 31, 2019.
12% nonparticipating, noncumulative preference share capital,
par value of P100, 10,000 shares
10% fully participating, cumulative preference share capital,
par value of P100, 25,000 shares
Ordinary share capital, par value of P100, 75,000 shares
The entity plans to declare cash dividends. It has not paid a cash or share dividend
before.
There has been no change in the capital balances since the entity started operations
five years ago.
The entity reported the following net income and loss for the five years of operations:
2015 1,500,000 loss
2016 1,000,000 loss
2017 500,000 loss
2018 1,750,000 income
2019 6,250,000 income
If the maximum amount available for dividend on December 31, 2019 is declared and
paid, what amount should be distributed to
d. 750,000
Problem 3:
Problem 4:
On December 31, 2019 and 2020, Carr Company had outstanding 40,000 6%
cumulative preference shares of P100 par value and 200,000 ordinary shares of P10
par value.
On December 31, 2019, preference dividends in arrears amounted to P120,000.
Cash dividends declared in 2020 totaled P440,000.
1. What amount should be reported as dividend payable to preference shares in
2020?
a. 440,000
b. 360,000
c. 320,000
d. 240,000
2. What amount should be reported as dividend payable to ordinary shares in
2020?
a. 200,000
b. 120,000
c. 80,000
d. 0
Problem 5:
On January 31, 2019, Jester Company granted 50,000 share appreciation rights to
employees. The vesting period is 4 years. The agreement required the entity to pay
cash based on the excess of market price over the predetermined price of P100. The
market price per share is P120 on December 31, 2019 and P130 on December 31,
2020.
On December 31, 2020, Jester Company modified the agreement and canceled the
50,000 share appreciation rights. Instead, Jester Company granted 50,000 share
options provided that the employees remain with the entity for the next two years. On
this date, the fair value of the share option is P70.
The options are exercisable at the end of the remaining two-year period. The option
price is P110 and the par value is P100.
Only 40,000 share options were exercised on December 31, 2022 and 10,000
options were forfeited.
Problem 6:
2019 2020
10% cumulative preference shares, P50 par 2,000,000 2,000,000
2,500,000 2,000,000
Ordinary shares, P10 par
1,500,000 1,300,000
Share premium 4,800,000 4,200,000
Retained earnings 1,800,000
Net income for the year
Problem 7:
At the beginning of current year, Ashe Company was organized with authorized
capital of 100,000 shares of P200 par value.
January 10 Issued 25,000 shares at P220 a share
March 25 Issued 1,000 shares for legal services when the fair value was
P240 a share
September 30 Issued 5,000 shares for a tract of land when the fair value was
P260 a share
1. What amount should be reported as share capital?
a. 7,640,000
b. 6,200,000
c. 7,440,000
d. 5,000,000
2. What amount should be reported for share premium?
a. 840,000
b. 800,000
c. 540,000
d. 500,000
Problem 8:
At the beginning of current year, Guess Company was organized and authorized to
issue 100,000 shares with P50 par value.
During the current year, the entity had the following transactions relating to
shareholder's equity:
Problem 9:
At the beginning of current year, Hanna Company reported the following
shareholders' equity:
During the current year, the entity had the following transactions:
• Acquired 10,000 treasury shares for P50 per share or P500,000.
• Sold 5,000 treasury shares at P60 a share.
• Sold 2,000 treasury shares at P45 per share.
• Net income for the year was P2,000,000.
b. 1,560,000
c. 1,540,000
d. 2,550,000
2. What amount should be reported as share capital at year-end?
a. 2,250.000
b. 2,150,000
c. 2,320,000
d. 2,300,000
Problem 10:
The shareholders of Dorr Company approved a two-for-one share split and an
increase in authorized shares from 100,000 shares with P20 par value to 200,000
shares with P10 par value.
The shareholders’ equity accounts immediately before the split shares were share
capital P1,000,000, share premium P150,000 and retained earnings P1,350,000.
1 . What is the balance of the share premium after the share split is effected?
a. 1,150,000
b. 2,300,000
c. 150,000
d. 300,000
2. What is the balance of the retained earnings after the share split is effected?
a. 1,350,000
b. 2,700,000
c. 1,500,000
d. 2,350,000
References