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Definition of Equity
SFAC No. 6 defines equity as a residual interest. However, the
residual interest described therein is not equivalent to residual
equity as defined above. Rather, it is the difference between assets
and liabilities.15 Consequently, under SFAC No. 6, the definition and
characteristics of equity hinge on the definitions and characteristics
of assets and liabilities. SFAC No. 6 defines equity in total but does
not define the attributes of the elements of equity. It does note that
enterprises may have more than one class of equity, such as
common stock and preferred stock. Equity is defined as the
difference between assets and liabilities, and liabilities are described
as embodying an obligation to transfer assets or provide services to
another entity in the future as the result of some prior transaction or
event. Consequently, under the SFAC No. 6 definitions, the
distinguishing feature between liabilities and equities is that equities
do not obligate the entity to transfer future resources or provide
services. There is no obligation to distribute resources to equity
holders until they are declared by the board of directors or unless
the entity is liquidated.
According to SFAC No. 6, if a financial instrument issued by the
enterprise does not fit the definition of a liability, then it must be an
equity instrument. A 1990 FASB discussion memorandum questions
whether the definition of equity should continue to be governed by
the definition of liabilities or whether it should be separately
defined.16 If equity were independently defined, then the liabilities
might be the residual outcome of identifying assets and equity. In
this case, the equation describing the relationship between financial
statement elements could be stated as follows:
assets equity = liabilities
Alternatively, equity might be defined as an absolute residual, as
under the residual equity theory, and a third category added to the
balance sheet: quasi-equity. The quasi-equity category might
include items such as preferred stock or minority interest. This
category would allow accountants to retain the definition of
liabilities and treat the quasi-equity category as a residual. If this
form of financial statement presentation should emerge, then other
issues would have to be addressed, such as the definition of
earnings. For example, as stated before, a residual equity definition
of equity would imply that preferred dividends would be subtracted
in the determination of net income.
FASB ASC 480-10 requires that certain obligations that could be
settled by issuance of an entity's equity securities be classified as
liabilities. Because these obligations do not meet the SFAC No.
6definition of liabilities, they would under the present conceptual
framework be considered equity. As a result, the FASB expects to
amend Concepts Statement 6 to eliminate that inconsistency.17 In
effect, the FASB has proposed that the definition of liabilities be
2. Unappropriated
2. Other comprehensive income
3. Treasury stock
4. Noncontrolling interest
Each of these components is discussed in further detail in the
following sections.
Paid-in Capital
The limited liability advantage of the corporate form of business
organization provides that creditors may look only to the assets of
the corporation to satisfy their claims. This factor has caused
various states to enact laws that attempt to protect creditors and
inform them of the true nature of the assets and liabilities of
individual corporations. State laws generally protect creditors by
establishing the concept of legal capitalthe amount of net assets
that cannot be distributed to stockholders. These laws vary from
state to state, but the par or stated value of the outstanding shares
generally constitutes a corporation's legal capital. State laws
generally require legal capital to be reported separately from the
total amount invested. As a result, ownership interests are classified
as capital stock or additional paid-in capital in excess of par value.
The classification additional paid-in capital includes all amounts
originally received for shares of stock in excess of par or stated
value. In unusual cases, stock may be sold for less than par value, in
which case the discount normally reduces retained earnings. In the
event the corporation is liquidated, the holders of securities
acquired for less than their par value could be required to pay the
corporation the amount of the difference between the original
investment and par value in order to protect creditors.
Stock Subscriptions
Large corporations often sell entire issues of stock to a group of
investment advisors, or underwriters, who then attempt to resell the
shares to the public. When a corporation sells shares of stock
directly to individuals, it is common practice for individuals to
contract to purchase shares on an installment basis. These
individuals, termed subscribers, usually receive the rights of
ownership when they contract to purchase the shares on
subscription but do not actually receive any shares until the
company has received payment for all subscribed shares. That is,
each installment received is viewed as a percentage payment on
each contracted share, and no shares are issued until all are paid in
full. In some states, capital stock subscribed is viewed as part of
legal capital, even though the shares are not outstanding. In other
states, the subscribed shares are included in legal capital only after
they have been fully paid and issued.
When a stock subscription takes place, the corporation has a legally
enforceable claim against the subscribers for the balance due on the
subscriptions. Therefore, receivables resulting from stock
preferred stock, to common stock. If this amount differs from the par
or stated value of common stock, it is apportioned between par or
stated value and additional paid-in capital on common stock.
The outstanding FASB ED, described previously in this chapter,
would require that the issuer of a complex financial instrument
allocate the proceeds received at issuance to the instrument's
separately classified liability and equity components.21 The FASB
proposal does not explicitly address convertible preferred stock,
because the conversion feature and the preferred stock would be
separate components of this complex financial instrument. For
convertible preferred stock, these components are both equity
components, and according to the exposure draft, they could be
reported as a single item. However, if the provisions of the proposed
standard are fully implemented, each of these features may also be
reported as a separate component of equity. According to the ED,
the measurement of individual components should be made using
the relative fair values of those components. However, the fair value
of the conversion feature would not typically be readily
determinable. In this case, the measurement for convertible
preferred stock would follow the ED's proposed measurement of the
conversion feature for convertible bonds. The fair value of the
preferred stock (without a conversion feature) would be used to
value it, and the remainder of the issue price would be allocated to
the option to convert. The resulting separate disclosure of the value
received for the conversion feature may have information content. 22
CALL PROVISIONS
Call provisions allow the corporation to reacquire preferred stock at
some predetermined amount. Corporations include call provisions
on securities because of uncertain future conditions. Current
conditions dictate the return on investment that will be attractive to
potential investors, but conditions might change so that the
corporation might offer a lower return on investment in the future.
In addition, market conditions might make it necessary to promise a
certain debt-to-equity relationship at the time of issue. Call
provisions allow the corporation to take advantage of future
favorable conditions and indicate how the securities may be retired.
The existence of a call price tends to set an upper limit on the
market price of nonconvertible securities, because investors are not
normally inclined to purchase shares that could be recalled
momentarily at a lower price.
Because a call provision conveys benefits to the issuing corporation,
it is an asset component of a complex financial instrument.
However, the FASB's ED that would require the separate recognition
of the liability and equity components of a complex financial
instrument does not propose the separate recognition and
measurement of the value of the call.
CUMULATIVE PROVISIONS
and between that time and 1988, the FASB deliberated the subject.
However, even though the Board initially came to an agreement
that stock options were a form of employee compensation, it could
not agree on how to account for their cost. In 1992, the FASB again
took up the issue and in 1993 issued an exposure draft reaffirming
the Board's position that stock options are a form of employee
compensation that should be estimated at fair value.
The FASB received more than 1,700 comment letters on the
exposure draft that mainly objected to the proposed new treatment.
Opponents claimed that the result would be a dramatic charge
against earnings that would have detrimental effects on
competitiveness and innovation and might also have the unintended
consequence of companies deciding to discontinue their stock
option plans. Subsequently, in 1993, Senator Joseph Lieberman
introduced a bill in Congress that would have ordered the SEC to
require that no compensation expense be reported on the income
statement for stock option plans. This bill could have set a
dangerous precedent for interfering in the operations of the FASB.
The strong opposition to the FASB's position forced it to
compromise. In 1995 the Board released SFAS No. 123, Accounting
for Stock Based Compensation (superseded). This pronouncement
encouraged firms to recognize the estimated value of stock options
as an expense, but it allowed this expense to be disclosed in the
footnotes to the financial statements. However, the FASB urged
companies to voluntarily disclose the fair value of the compensation
expense associated with stock options in their financial statements.
Criticism of the footnote disclosure requirement became more vocal
in the early 2000s because of the widespread concern over
deceptive accounting practices at companies accused of fraud (e.g.,
Enron, Tyco, and WorldCom). In several of these situations,
corporations used stock options to avoid paying U.S. taxes while
overstating earnings, and company executives who held substantial
stock options were motivated to artificially inflate stock prices for
their own financial gain.
Stock options helped companies avoid paying taxes, because when
they were exercised, corporations took a tax deduction for the
difference between what employees paid for the stock and its
current value. But under the accounting rules in force at the time,
companies didn't treat stock options transactions as expenses. For
example, Microsoft had a tax savings of $2.7 billion in stock option
tax benefits during the period from 1996 to 1998. The savings were
realized largely because stock option tax benefits depend on how
much a company's stock has gone up in value. Consequently, the
tax savings were especially large in high-tech industries whose
market valuations increased substantially during that same threeyear period.
The disclosures arising from these cases increased the demand for
more transparency in corporate reporting. The FASB responded to
these concerns with the release of SFAS No. 123R (see FASB ASC
capital are reduced for the original issue price of the reacquired
shares. Any difference between the original issue price and the
reacquisition price is treated as an adjustment to additional paid-in
capital (unless a sufficient balance is not available to offset a loss,
and retained earnings are charged). The par value of the reacquired
shares is disclosed as a deduction from capital stock until the
treasury shares are reissued.
The disclosure requirements for treasury stock in financial
statements are not clearly defined by generally accepted accounting
principles. For example, APB Opinion No. 6, since superseded,
stated:
When a corporation's stock is acquired for purposes other than
retirement (formal or constructive), or when ultimate disposition has
not yet been decided, the cost of acquired stock may be shown
separately, as a deduction from the total capital stock, capital
surplus, and retained earnings, or may be accorded the accounting
treatment appropriate for retired stock, or in some circumstances
may be shown as an asset.30
This opinion, in effect, allowed virtually any presentation of treasury
stock desired by a corporation and disregarded the reasons for the
acquisition of the shares. Treasury stock is clearly not an asset
because a company cannot own itself, and dividends are not paid on
treasury shares. Similarly, gains and losses on treasury stock
transactions are not to be reported on the income statement
because of the possibility of income manipulation and because
gains and losses cannot result from investments by owners or
distributions to owners. FASB ASC 505-30-45-1 now indicates that
the cost of treasury stock should be shown separately as a
deduction from the total of capital stock, additional paid-in capital,
and retained earnings.
Other Comprehensive Income
Items recorded as other comprehensive income arise from events
not connected with the issuance of stock or the normal profitdirected operations of the company. They result from the need to
recognize assets or changes in value of other balance sheet items
that have been excluded from the components of income by an
authoritative body. The recognition issues for these items are
discussed elsewhere in the text. The major examples of other
comprehensive income are unrealized gains and losses on
investments in debt and equity securities classified as available for
sale securities (discussed in Chapter 8), and unrealized gains and
losses resulting from the translation of certain investments in
foreign subsidiaries (discussed in Chapter 16).
Quasi-Reorganizations
A corporation that suffers losses over an extended period of time
might find it difficult to attract new capital. That is, debt holders and
Hershey's 2011 net income was $628,962,000, and its 2010 net
income was $509,799,000. The company reported asset impairment
charges in 2011 and 2010.
Tootsie Roll's 2011 net income was $43,938,000. In 2010, the
company's net income was $53,063,000.
The ROCSEs for Hershey and Tootsie Roll for fiscal 2011 and 2010
are calculated as follows ($000 omitted).
Cases
Case 15-1 Accounting for Employee Stock Options:
Theoretical Arguments
Arts Corporation offers a generous employee compensation package
that includes employee stock options. The exercise price has always
been equal to the market price of the stock at the date of grant. The
corporate controller, John Jones, believes that employee stock
options, like all obligations to issue the corporation's own stock, are
equity. The new staff accountant, Marcy Means, disagrees. Marcy
argues that when a company issues stock for less than current
value, the value of preexisting stockholders' shares is diluted.
Required:
1. Describe how Arts Corporation should account for its
employee stock option plan, under existing GAAP.
2. Pretend you are hired to debate the issue of the proper
treatment of options written on a company's own stock.
Formulate your argument, citing concepts and definitions to
buttress your case, assuming
1. You are siding with John
2. You are siding with Marcy
Case 15-2 Financial Statements under Various Theories of
Equity
Drake Company reported the following for 2014:
Current assets
Current liabilities
Revenues
Cost of goods sold
Noncurrent assets
Bonds payable (10%, issued at par)
Preferred stock, $5, $100 par
Common stock, $10 par
Paid-in capital in excess of par
Operating expenses
Retained earnings
Common stockholders received a $2 dividend during the year. The
preferred stock is noncumulative and nonparticipating.
Required:
Find the FASB ASC guidance on accounting for stock dividends and
stock splits and cite it. Write a brief summary of the FASB ASC
guidance on accounting for stock splits and stock dividends.
FASB ASC 15-6 Treasury Stock
Find the FASB ASC guidance on accounting for treasury stock and
cite it. Write a brief summary of the FASB ASC guidance on
accounting for treasury stock.
FASB ASC 15-7 Mandatorily Redeemable Preferred Stock
The FASB ASC contains guidance on mandatorily redeemable
preferred stock. Search the FASB ASC for answers to the following
questions:
1. How does the FASB ASC define mandatorily redeemable
preferred stock?
2. How is mandatorily redeemable preferred stock initially
measured?
3. How should entities that have no equity instruments
outstanding and only mandatorily redeemable preferred stock
disclose this information?
Room for Debate
Debate 15-1 The Nature of Stock Options
In the 1990 discussion memorandum Distinguishing between
Liability and Equity Instruments and Accounting for Instruments with
Characteristics of Both, the FASB presented arguments relating to
the presentation and measurement of a company's stock options
and warrants. Under current GAAP, stock options and warrants are
measured at the historical fair value of consideration received at
issuance. The amount received is reported as an element of
stockholders' equity.
Some theorists argue that stock options and warrants represent
obligations of the issuing entity and should be reported as liabilities.
Moreover, a more appropriate measure would be fair value of the
options or warrants at the balance sheet date.
Team Debate:
Team 1:
Argue for the current GAAP treatment for the issuance and subsequent r
Team 2:
Team 2:
Argue for elimination of the distinction between debt and equity. Support you
finance theory asserting that capital structure is irrelevant.
Team
2:
Argue against elimination of the distinction between debt and equity. Suppor
as the finance theory, asserting that capital structure is relevant.