Dilutive Securities and Earnings per Share | Intermediate Accounting | CPA Exam FAR | Chapter 16

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This chapter covers accounting related to dilutive securities, basic earnings per share (EPS), complex capital structure, dilutive earnings per share, stock options, stocks rights.

Financial Accounting and Reporting (FAR) section of the CPA exam

Convertible Securities

Convertible Preferred Stock

Stock Warrant Issue with Other Securities

Accounting for Stock Options

Basic Earnings Per Share (EPS)

EPS--Complex Capital Structure | What-If Method

Complex Diluted EPS: Treasury-Stock Method

(SARs) Stock Appreciation Rights (Appendix 16A)

Examples BE 16-1 & 16-2: Convertible Bonds

Example BE 16-3: Convertible Preferred Stock

Example BE 16-6 (Barwood Corp): Stock Options

Example BE 16-8 (Lutz Co): Restricted Stock

Ex BE 16-11 (Tomba Corp): EPS with Stock Dividend | Weighted Average Shares Outstanding

Ex BE 16-12 (Rockland): Diluted EPS | Stock Options

Ex BE 16-13 (DiCenta Corp): Diluted EPS | Preferred Stock

Ex BE 16-14 (Bedard Corp): Diluted EPS Stock Options | Treasury Method

Ex E16-11 & E16-14: Stock Options and Restricted Stock

Ex E16-21: EPS|Simple Capital Structure

Ex E16-22 (a&b) Chirac Enterpr: EPS & Convertible Bonds

Comprehensive Example: EPS (Webster Corp)

Earnings Per Share (EPS) |Task-Based Simulations CPA Exam FAR

This chapter cover accounting related to dilutives securities, basic earnings per share (EPS), complex capital structure, dilutive earnings per share, stock options, stocks rights.

Chapter 16 examines the issues related to accounting for dilutive securities at date of issuance and at time of conversion. The impact of the computation of earnings per share is presented. The significance attached to the earnings per share figure by stock­holders and potential investors has caused the accounting profession to direct a great deal of attention to the calculation and presentation of earnings per share.

Dilutive Securities

Dilutive securities are defined as securities that are not common stock in form, but enable their holders to obtain common stock upon exercise or conversion. The most notable examples include convertible bonds, convertible preferred stocks, warrants, and contingent shares.

Convertible Bonds

In the case of convertible bonds, the conversion feature allows the corporation an opportunity to obtain equity capital without giving up more ownership control than necessary. The conversion feature entices the investor to accept a lower interest rate than he or she would normally accept on a straight debt issue. Accounting for convertible bonds on the date of issuance follows the procedures used to account for straight debt issues.

If bonds are converted into other securities, the issue price of the stock is based upon the book value of the bonds. No gain or loss is recorded as the issue price of the stock
is recorded at the book value of the bonds.

Assume that Irvine Corporation has convertible bonds with a book value of $3,200 ($3,000 plus $200 unamortized premium) convertible into 120 shares of common stock ($10 par value) with a current fair value of $35 per share. The journal entry to be made is as follows:

Bonds Payable………………………………………………………..           3,000

Premium on Bonds Payable……………………………………              200

Common Stock (120 × $10)……………………………….           1,200

Paid-in Capital in Excess of Par………………………..                                2,000

When an issuer wishes to induce prompt conversion of its convertible debt to equity securities, the issuer may offer some form of additional consideration (“sweetener”). The sweetener should be reported as an expense in the current period at an amount equal to the fair value of the additional consideration given.

Convertible debt that is retired without exercise of the conversion feature should be accounted for as though it were a straight debt issue. Any difference between the cash acquisition price of the debt and its carrying amount should be reflected currently in income as a gain or loss.

Convertible Preferred Stock

Convertible preferred stock is accounted for in the same manner as non­convertible preferred stock at date of issuance. When conversion takes place, the book value method is used. Preferred Stock, along with any related Paid-in Capital in Excess of Par, is debited; Common Stock and Paid-in Capital in Excess of Par (if an excess exists) are credited. If the par value of the common stock issued exceeds the book value of the preferred stock, Retained Earnings is debited for the difference.

Stock Warrants

Stock warrants are certificates entitling the holder to acquire shares of stock at a certain price within a stated period. Warrants are potentially dilutive. When stock warrants are exercised, the holder must pay a specified amount of money to obtain the shares. If stock warrants are attached to debt, the debt remains after the warrants are exercised.

The issuance normally arises under one of three situations:

  1. An equity ‘kicker’ to make another security move attractive.
  2. A pre-emptive right of existing shareholders
  3. Compensation to executives and employees.

When detachable stock warrants are attached to debt, the proceeds from the sale is allocated between the two securities. This treatment is based on the fact that the stock warrants can be traded separately from the debt. Allocation of the proceeds between the two securities is normally made on the basis of the warrants’ fair values at the date of issuance. The amount allocated to the warrants is credited to Paid-in Capital—Stock Warrants. The two methods of allocation available are (a) the proportional method and (b) the incremental method.

Issuing Stock Warrants—Proportional Method

To value the warrants under the proportional method, a value must be placed on the bonds without the warrants and then on the warrants.

Example, assume that Pontell Corporation issued 1,000, $500 bonds with warrants attached for par ($500,000). Each bond has one warrant attached. It is estimated that the bonds would sell for 98 without the warrants and the value of the warrants in the market is $25,000. The allocation between the bonds and the warrants would be made as follows:

Fair value of bonds

(without warrants) ($500,000 × .98)……………………………………….     $490,000

Fair value of warrants………………………………………………………………          25,000

Aggregate fair value…………………………………………………………………     $515,000

Allocated to bonds:       × $500,000 = $475,728

 

Allocated to warrants:   × $500,000 = $  24,272

The journal entry for the issuance of the bonds is:

Cash (1,000 × $500)……………………………………………..       500,000

Discount on Bonds Payable…………………………………          24,272

Bonds Payable………………………………………………..                             500,000

Paid-in Capital—Stock Warrants……………………..                               24,272

Exercising Detachable Stock Warrants

When detachable warrants are exercised, Cash is debited for the exercise price and Paid-in Capital—Stock Warrants is debited for the amount assigned to the warrants. The credit portion of the entry includes Common Stock and Paid-in Capital in Excess of Par. If detachable warrants are never exercised, Paid-in Capital—Stock Warrants is debited and Paid-in Capital Expired Stock Warrants is credited.

Example: If all the warrants described in paragraph 12 are exercised for $15 cash and one warrant, the holder will receive one share of $5 par value common stock per warrant for each of the 1,000 warrants, the journal entry to record the transaction is the following:

Cash (1,000 × $15)……………………………………………….          15,000

Paid-in Capital—Stock Warrants…………………………..          24,272

Common Stock (1,000 × $5)…………………………….                                  5,000

Paid-in Capital in Excess of Par………………………                               34,272

Issuing Stock Warrants—Incremental Method

Where the fair value of either the warrants or the bonds is not determinable, the incremental method may be used. That is, the security for which the fair value is determinable is used and the remainder of the purchase price is allocated to the security for which the fair value is not known.

Stock Rights

Stock rights are issued to existing stockholders when a corporation’s directors decide to issue new shares of stock. Each share owned normally entitles the stockholders to one stock right. This privilege allows each stockholder the right to maintain his or her percentage ownership in the corporation. Only a memorandum entry is required when rights are issued to existing stockholders.

Stock Compensation Plan

A stock option is another form of warrant that arises in stock compensation plans used to pay and motivate employees. This type of warrant gives selected employees the option to purchase common stock at a given price over an extended period of time. The FASB has recently issued a new standard on stock options and other types of compensation plans that are listed on the stock market.

In the past, the FASB gave companies a choice in the method of recognizing the cost of compensation under a stock option plan. The FASB now requires the use of the fair value method

Fair Value Method of Recording Compensation Expense

Using the fair value method, total compensation expense is computed based on the fair value of the options expected to vest on the date the options are granted to the employees. Fair value for public companies is estimated using an option-pricing model, with some adjustments for the unique factors of employee stock options. No adjustments are made after the grant date in response to subsequent changes in the stock price.

Allocating Compensation Expense

In general, compensation expense is recognized in the periods in which the employee performs the service¾the service period. Unless otherwise specified, the service period is the vesting period¾the time between the date of grant and the vesting date.

To illustrate the accounting for a stock-option plan, assume that on September 16, 2017, the stockholders of Jesilow Company approve a plan that grants the company’s three executives options to purchase 4,000 shares each of the company’s $1 par value common stock. The options are granted on January 1, 2018, and may be exercised at any time within the following five years. The option price per share is $30, and the market price of the stock at the date of grant is $40 per share.

Using the fair value method, total compensation expense is computed by applying an acceptable fair value option-pricing model. Assume that the fair value option-pricing model determines total compensation expense to be $180,000.

Assuming the expected period of benefit is 3 years (starting with the grant date), the journal entries for each of the next three years are as follows:

Compensation Expense ($170,000 ÷ 3)……………….          60,000

Paid-in Capital—Stock Options……………………….                               60,000

If all of the options are exercised on July 1, 2022, the journal entry is as follows:

Cash (12,000 × $30)……………………………………………..       360,000

Paid-in Capital—Stock Options…………………………….       180,000

Common Stock (12,000 × $1)…………………………..                               12,000

Paid-in Capital in Excess of Par………………………                             528,000

Restricted Stock Compensation Plans

Restricted stock plans transfer shares of stock to employees, subject to an agreement that the shares cannot be sold, transferred or pledged until vesting occurs. These shares are subject to forfeiture if the conditions for vesting are not met. Major advantages of restricted-stock plans are:

  1. Restricted stock never becomes completely worthless.
  2. Restricted stock generally results in less dilution to existing stockholders.
  3. Restricted stock better aligns the employee incentives with the companies’ incentives.

Accounting for restricted stock follows the same general principles as accounting for stock options at the date of grant. That is, the company determines the fair value of the restricted stock at the date of grant and then allocates that amount as an expense over the service period.

To illustrate the accounting for restricted-stock plans, assume that on January 1, 2017, Lindsey Company issues 2,000 shares of restricted stock to its President, Amy Carlson. Lindsey’s stock has a fair value of $12 per share on January 1, 2017. Additional information is as follows:

  1. The service period related to the restricted stock is four years.
  2. Vesting occurs if Carlson stays with the company for a four-year period.

The par value of the stock is $1 per share.

Lindsey makes the following entry on the grant date (January 1, 2017):

Unearned Compensation………………………………………..       24,000

Common Stock (2,000 × $1)……………………………….                               2,000

Paid-in Capital in Excess of Par (2,000 × $11)…..                             22,000

Unearned Compensation represents the cost of services yet to be performed, which is not an asset. The company reports unearned compensation in stockholders’ equity in the balance sheet as a contra-equity account. For the year ended December 31, 2017, Lindsey recognizes compensation expense of $6,000 (2,000 shares × $12 × 25%) and the same amount for each of the following three years.

Employee Stock-Purchase Plans

Employee stock purchase plans (ESPPs) permit all employees to purchase stock at a discounted price for a short period of time. Compensation expense is not reported if:

  1. Substantially all full-time employees may participate on an equitable basis;
  2. The discount from market is small; and
  3. The plan offers no substantive option feature.

Disclosure of Compensation Plans

Disclosure of compensation plans. Companies must disclose information that enables financial statement users to understand:

  1. The nature and terms of the plan and its potential effects on shareholders.
  2. The income statement effects of compensation costs from share-based plans.
  3.    The method used to estimate the fair value of goods or services received, or the fair value of the equity instruments granted.
  4. The cash flow effects from such plans.

Debate over Stock-Option Accounting

The FASB faced considerable opposition when it proposed using the fair value method (rather than the intrinsic value method) for accounting for stock options because its use generally results in recording a greater amount of compensation expense than the intrinsic value method. It’s a classic example of the pressure facing the FASB in issuing new accounting guidance in an effort to make financial reporting more transparent.

Earnings Per Share

Earnings per share indicates the income earned by each share of common stock. Generally, earnings per share information is reported below net income in the income statement. When the income statement contains intermediate components of income (e.g., income from continuing operations), earnings per share is disclosed for each component.

Simple Capital Structure

A corporation’s capital structure is simple if it consists only of common stock or includes no potentially dilutive convertible securities, options, warrants, or other rights that upon conversion or exercise could in he aggregate dilute earnings per common share. The formula for computing earnings per share is as follows:

 

Net Income – Preferred Dividends = Earnings per Share
Weighted-Average Number of Shares Outstanding

Preferred Stock Dividend

Current year preferred stock dividends are subtracted from net income to arrive at the net income available for common shareholders. If the preferred stock is cumulative and the dividend is not declared in the current year, an amount equal to the dividend that should have been declared for the current year should be subtracted from net income or added to the net loss.

Weighted-Average Number of Shares Outstanding

The weighted-average number of shares outstanding during the period constitutes the basis for the per share amounts reported. Shares issued or purchased during the period affect the number of outstanding shares and must be weighted by the fraction of the period they are outstanding. When stock dividends or stock splits occur during the period, computation of the weighted-average number of shares requires the assumption that the shares have been outstanding since the beginning of the period. If a stock dividend or stock split occurs after the end of the year, but before the financial statements are issued, the weighted-average number of shares outstanding for the year (and any other years presented in comparative form) must be restated as if they were outstanding since the beginning of the year.

Complex Capital Structure

A capital structure is complex if it includes securities that could have a dilutive effect on earnings per common share. A complex capital structure requires a dual presen­tation of earnings per share, each with equal prominence on the face of the income statement. The dual presentation consists of basic EPS and diluted EPS. Companies with complex capital structures do report diluted EPS if the securities in their capital structure are antidilutive (increase EPS).

Diluted EPS—Convertible Securities

The if-converted method is used to measure the dilutive effects of potential conversion on EPS. The if-converted method for a convertible bond or convertible preferred stock assumes (a) the conversion of convertible securities at the beginning of the period (or at the time of the issuance of the security, if issued during the period) and (2) the elimination of related interest, net of tax, or preferred dividends. The denominator is increased by the additional shares assumed converted and the numerator is increased by the amount of interest expense, net of tax, or decreased by the preferred dividend associated with the potential common shares.

Diluted EPS—Options and Warrants

Stock options and warrants outstanding are included in diluted earnings per share unless they are antidilutive. If the exercise price of the option or warrant is lower than the market price of the stock, dilution occurs. If the exercise price of the option or warrant is higher than the market price of the stock, common shares are reduced. In this case, the options or warrants are antidilutive because their assumed exercise leads to an increase in earnings per share.

Treasury-Stock Method

The treasury-stock method is used in determining the dilutive effect of options and warrants. This method assumes that the proceeds from the exercise of options and warrants are used to purchase common stock for the treasury.

To illustrate the treasury-stock method, assume 2,000 options are outstanding with an exercise price of $25 per common share. If the market price of the common stock is $60 per share, computation of the incremental shares using the treasury-stock method is:

Proceeds from exercise of 2,000 options (2,000 × $25)…………….        $50,000

Shares issued upon exercise of options…………………………………..             2,000

Treasury shares purchasable with proceeds ($50,000/$60)……..               (833)

Incremental shares outstanding (potential common shares)…….             1,167

Contingent Issue Agreement

Contingent shares are a promise to issue additional shares. If this passage-of-time condition occurs during the current year, or if the company meets the earnings or market price by the end of the year, the company considers the contingent shares as outstanding for the computation of diluted earnings per share.

For both options and warrants, exercise is not assumed unless the average market price of the stock is above the exercise price during the period being reported. As a practical matter, a simple average of the weekly or monthly prices is adequate, so long as the prices do not fluctuate significantly.

Presentation and Disclosure

When the earnings of a period include irregular items, a company should show per share amounts (where applicable) for the following: income from continuing operations, income before extraordinary items, and net income. Companies that report a discontinued operation should present per share amounts for those line items either on the face of the income statement or in the notes to the financial statements.

Complex capital structures and dual presentation of earnings per share require additional disclosure in note form.

Stock-Appreciation Rights

Stock-appreciation rights are a form of employee compensation that avoids some of the cash flow problems recipients of nonqualified stock option plans face. Under a stock-appreciation rights plan, an employee is given the right to receive share appreciation, which is defined as the excess of the market price of the stock at the date of exercise over a pre-established price. This share appreciation may be received in cash, shares of stock, or a combination of both. Compensation cost for the plan at any interim period is the difference between the current market price of the stock and the option price multiplied by the number of stock-appreciation rights. The measurement date is the date of exercise.