Accounting for Convertible Securities
Accounting for Convertible Securities
PREVIEW OF CHAPTER 16
Intermediate Accounting
16th Edition
Kieso ● Weygandt ● Warfield
16-2
Dilutive Securities
16 and Earnings per
Share
LEARNING OBJECTIVES
After studying this chapter, you should be able to:
1 Describe the accounting for 3 Describe the accounting and
the issuance, conversion, and reporting for stock compensation
retirement of convertible plans.
securities. 4 Compute basic earnings per
2 Contrast the accounting for stock share.
warrants and for stock warrants 5 Compute diluted earnings per
issued with other securities. share.
16-3 LO 1
DILUTIVE SECURITIES
+
Privilege of Exchanging it for Stock
(at the holder’s option)
16-4 LO 1
Accounting for Convertible Debt
16-5 LO 1
Accounting for Convertible Debt
At Time of Issuance
Recording convertible bonds follows the method used to
record straight debt issues, with any discount or premium
amortized over the term of the debt.
16-6 LO 1
Accounting for Convertible Debt
Cash 3,960,000
Discount on Bonds Payable 40,000
Bonds Payable 4,000,000
16-7 LO 1
Accounting for Convertible Debt
At Time of Conversion
Companies use the book value method when converting
bonds.
When the debtholder converts the debt to equity, the issuing
company recognizes no gain or loss upon conversion.
16-8 LO 1
Accounting for Convertible Debt
16-10 LO 1
Accounting for Convertible Debt
16-11 LO 1
DILUTIVE SECURITIES
16-12 LO 1
Convertible Preferred Stock
16-13 LO 1
WHAT DO THE NUMBERS MEAN? HOW
WHAT’S LOW PRINCIPLE
YOUR CAN YOU GO?
What do Tesla Motors Inc., Twitter Inc., AOL Inc., Red Hat Inc., and Priceline
Group Inc. all have in common? They are part of the wave of U.S. companies who
have raised capital in the convertible bond market. And quite a wave it is. As
indicated in the chart below, U.S. companies recently issued over $40 billion of
convertible bonds.
These bonds are popular
with issuing companies and
investors. As we have
discussed, companies like
them because they allow
them to raise money at rates
lower than those on ordinary
bonds. Investors like them
because, at a time of low
interest rates, they can book
extra profit if the issuer’s stock
price rises. However,
16-14 (continued) LO 1
WHAT DO THE NUMBERS MEAN? HOW
WHAT’S LOW PRINCIPLE
YOUR CAN YOU GO?
depending on the features of the bond and the stock value, some unusual results
may be observed. Consider the convertible bonds issued by STMicroelectronics
(STM). STM’s 10-year bonds have a zero coupon and are convertible into STM
common stock at an exercise price of $33.43. When issued, the bonds sold at an
effective yield of minus 0.05 percent. That’s right—a negative yield. How could this
happen? When STM issued the bonds, investors thought the options to convert
were so valuable that they were willing to take zero interest payments and invest an
amount in excess of the maturity value of the bonds. In essence, the investors are
paying interest to STM, and STM records interest revenue. Why would investors do
this? If the stock price rises, as many thought it would for STM and many tech
companies at this time, these bond investors could convert and get a big gain in the
stock. Investors did get some additional protection in the deal: They can redeem the
$1,000 bonds after three years and receive $975 (and after five and seven years,
for lower amounts) if it looks like the bonds will never convert. In the end, STM has
issued bonds with a significant equity component. And because the entire bond
issue is classified as debt, STM records negative interest expense.
Sources: STM Financial Reports. See also Floyd Norris, “Legal but Absurd: They Borrow a Billion and Report a Profit,” The New York
Times (August 8, 2003), p. C1; and M. Cherney, “Convertible Bonds Take Off in Low-Yield Era,” Wall Street Journal (October 5, 2014).
16-15
LO 1
Dilutive Securities
16 and Earnings per
Share
LEARNING OBJECTIVES
After studying this chapter, you should be able to:
1 Describe the accounting for the 3 Describe the accounting and
issuance, conversion, and reporting for stock compensation
retirement of convertible plans.
securities. 4 Compute basic earnings per
2 Contrast the accounting for share.
stock warrants and for stock 5 Compute diluted earnings per
warrants issued with other share.
securities.
16-16 LO 2
STOCK WARRANTS
16-17 LO 2
STOCK WARRANTS
16-18 LO 2
STOCK WARRANTS
Proportional Method
Determine:
1. value of the bonds without the warrants, and
16-19 LO 2
Proportional Method
16-20
LO 2
Proportional Method
Cash 2,020,000
Discount on Bonds Payable 59,216
Bonds Payable 2,000,000
Paid-in Capital – Stock Warrants 79,216
16-21 LO 2
Proportional Method
16-22 LO 2
STOCK WARRANTS
Incremental Method
Where a company cannot determine the fair value of either
the warrants or the bonds.
Use the security for which fair value can determined.
Allocate the remainder of the purchase price to the
security for which it does not know fair value.
16-23 LO 2
Incremental Method
Allocation: Bonds
Issue price $ 2,020,000 Bond face value $ 2,000,000
Bonds 1,960,000 Allocated FMV 1,960,000
Warrants $ 60,000 Discount $ 40,000
16-24 LO 2
Incremental Method
Cash 2,020,000
Discount on Bonds Payable 40,000
Bonds Payable 2,000,000
Paid-in Capital – Stock Warrants 60,000
Allocation: Bonds
Issue price $ 2,020,000 Bond face value $ 2,000,000
Bonds 1,960,000 Allocated FMV 1,960,000
Warrants $ 60,000 Discount $ 40,000
16-25 LO 2
STOCK WARRANTS
Conceptual Questions
Detachable warrants involves two securities,
a debt security,
a warrant to purchase common stock.
Nondetachable warrants
do not require an allocation of proceeds between the bonds
and the warrants,
companies record the entire proceeds as debt.
16-26 LO 2
STOCK WARRANTS
16-27 LO 2
EVOLVING ISSUE IS THAT
WHAT’S YOUR ALL DEBT?
PRINCIPLE
Many argue that the conversion feature of a convertible bond is not significantly
different in nature from the call represented by a warrant. The question is
whether, although the legal forms differ, sufficient similarities of substance exist
to support the same accounting treatment. Some contend that inseparability
per se is an insufficient basis for restricting allocation between identifiable
components of a transaction.
Examples of allocation between assets of value in a single transaction do
exist, such as allocation of values in basket purchases and separation of
principal and interest in capitalizing long-term leases. Critics of the current
accounting for convertibles say that to deny recognition of value to the
conversion feature merely looks to the form of the instrument and does not
deal with the substance of the transaction. In an exposure draft on this subject
(project now inactive), the FASB indicates that companies should separate the
debt and equity components of securities such as convertible debt or bonds
issued with nondetachable warrants (see footnotes 1 and 6).
We agree with this position. In both situations (convertible debt and debt
issued with warrants, whether detachable or not), the investor has made a
16-28 (continued) LO 2
EVOLVING ISSUE IS THAT
WHAT’S YOUR ALL DEBT?
PRINCIPLE
payment to the company for an equity feature—the right to acquire an equity
instrument in the future. The only real distinction between them is that the
additional payment made when the equity instrument is formally acquired takes
different forms. The warrant holder pays additional cash to the issuing
company; the convertible debt holder pays for stock by forgoing the receipt of
interest from conversion date until maturity date and by forgoing the receipt of
the maturity value itself. Thus, the difference is one of method or form of
payment only, rather than one of substance. However, until the profession
officially reverses its stand with respect to accounting for convertible debt,
companies will continue to report convertible debt and bonds issued with
nondetachable warrants solely as debt.
16-29 LO 2
Dilutive Securities
16 and Earnings per
Share
LEARNING OBJECTIVES
After studying this chapter, you should be able to:
1 Describe the accounting for the 3 Describe the accounting and
issuance, conversion, and reporting for stock
retirement of convertible compensation plans.
securities. 4 Compute basic earnings per
2 Contrast the accounting for stock share.
warrants and for stock warrants 5 Compute diluted earnings per
issued with other securities. share.
16-30 LO 3
STOCK COMPENSATION PLANS
16-31 LO 3
STOCK COMPENSATION PLANS
Measurement—Stock Compensation
GAAP requires companies to recognize compensation cost
using the fair-value method.
16-33 LO 3
WHAT DO THE NUMBERS MEAN? WHAT’S YOUR
WHAT’S THE DEBATE ABOUT?
PRINCIPLE
The FASB faced considerable opposition when it proposed the fair value
method for accounting for stock options. This is not surprising, given that the
fair value method results in greater compensation costs relative to the intrinsic-
value model. Merrill Lynch estimated that if all S&P 500 companies were to
expense options, reported profits would fall by as much as 10 percent.
Nevertheless, some companies, such as Coca-Cola, General Electric,
Wachovia, and Bank One, decided to use the fair value method.
You might think investors would punish companies that decided to expense
stock options. After all, most of corporate America has been battling for years
to avoid having to expense them, worried that accounting for those perks would
destroy earnings. Yet, for this small band of big-name companies that
voluntarily made the switch to expensing, investors for the most part showered
them with love. As shown in the following table, with a few exceptions, the
stock prices of the “expensers,” from Cinergy to The Washington Post,
outpaced the market after they announced the change.
16-34 (continued) LO 3
WHAT DO THE NUMBERS MEAN? WHAT’S YOUR
WHAT’S THE DEBATE ABOUT?
PRINCIPLE
16-35 (continued) LO 3
WHAT DO THE NUMBERS MEAN? WHAT’S YOUR
WHAT’S THE DEBATE ABOUT?
PRINCIPLE
16-36 LO 3
STOCK COMPENSATION PLANS
Recognition—Stock Compensation
Two main accounting issues:
1. How to determine compensation expense.
2. Over what periods to allocate compensation expense.
16-37 LO 3
Recognition—Stock Compensation
Determining Expense
Compensation expense based on the fair value of the
options expected to vest on the date they grant the
options to the employee(s) (i.e., the grant date).
16-38 LO 3
Recognition—Stock Compensation
16-39 LO 3
Recognition—Stock Compensation
* ($220,000 ÷ 2)
16-40 LO 3
Recognition—Stock Compensation
June 1, 2020
Jan. 1, 2027
* ($220,000 x 80%)
16-42 LO 3
Recognition—Stock Compensation
16-43 LO 3
STOCK COMPENSATION PLANS
Restricted Stock
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.
Major Advantages:
1. Never becomes completely worthless.
16-44 LO 3
Restricted Stock Example
16-45 LO 3
Restricted Stock Example
16-46 LO 3
Restricted Stock Example
16-47 LO 3
Restricted Stock Example
16-48 LO 3
STOCK COMPENSATION PLANS
16-49 LO 3
STOCK COMPENSATION PLANS
16-50 LO 3
Dilutive Securities
16 and Earnings per
Share
LEARNING OBJECTIVES
After studying this chapter, you should be able to:
1 Describe the accounting for the 3 Describe the accounting and
issuance, conversion, and reporting for stock compensation
retirement of convertible plans.
securities. 4 Compute basic earnings per
2 Contrast the accounting for stock share.
warrants and for stock warrants 5 Compute diluted earnings per
issued with other securities. share.
16-51 LO 4
BASIC EARNINGS PER SHARE
16-52 LO 4
BASIC EARNINGS PER SHARE
16-53 LO 4
BASIC EARNINGS PER SHARE
ILLUSTRATION 16-9
Formula for Computing
Preferred dividends are subtracted on cumulative Earnings per Share
16-54 LO 4
BASIC EARNINGS PER SHARE
16-55 LO 4
Weighted-Average Shares Outstanding
ILLUSTRATION 16-10
Compute the weighted-average number of shares Shares Outstanding,
Ending Balance
outstanding for Zachsmith Inc.
16-56 LO 4
Weighted-Average Shares Outstanding
ILLUSTRATION
16-10
ILLUSTRATION 16-11
Weighted-Average
Number of Shares
Outstanding
16-57
LO 4
Weighted-Average Shares Outstanding
ILLUSTRATION 16-12
Compute the weighted-average number of Shares Outstanding, Ending
Balance— Bergman
Company
shares outstanding for Bergman Company.
16-58 LO 4
Weighted-Average Shares Outstanding
ILLUSTRATION
16-12
ILLUSTRATION 16-13
16-59 Weighted-Average Number of Shares Outstanding— Stock Issue and Stock Dividend LO 4
Dilutive Securities
16 and Earnings per
Share
LEARNING OBJECTIVES
After studying this chapter, you should be able to:
1 Describe the accounting for the 3 Describe the accounting and
issuance, conversion, and reporting for stock compensation
retirement of convertible plans.
securities. 4 Compute basic earnings per
2 Contrast the accounting for stock share.
warrants and for stock warrants 5 Compute diluted earnings per
issued with other securities. share.
16-60 LO 5
DILUTED EARNINGS PER SHARE
16-61 LO 5
DILUTED EARNINGS PER SHARE
ILLUSTRATION 16-18
Companies will not report diluted EPS if the Relationship between
Basic and Diluted EPS
securities in their capital structure are antidilutive.
16-62 LO 5
DILUTED EARNINGS PER SHARE
16-63 LO 5
Example — If-Converted Method
16-64 LO 5
Example — If-Converted Method
16-65 LO 5
Example — If-Converted Method
ILLUSTRATION 16-20
Computation of
Calculate diluted earnings per share. Weighted-Average
Number of Shares
16-66 LO 5
Example — If-Converted Method
Basic 6% 10%
EPS Debentures Debentures
Basic EPS
= $2.10 Effect on EPS Effect on EPS = $1.875
= $1.80
Diluted EPS = $2.02
16-67 LO 5
Example — If-Converted Method
Other Factors
The conversion rate on a dilutive security may change during
the period in which the security is outstanding. In this situation,
the company uses the most dilutive conversion rate available.
16-68 LO 5
Example — If-Converted Method
Instructions
(b) Assume same facts as those for Part (a), except the 60 bonds
were issued on September 1, 2017 (rather than in 2016), and
none have been converted or redeemed.
16-69 LO 5
Example — If-Converted Method
16-70 LO 5
Example — If-Converted Method
Basic EPS
16-71 LO 5
Example — If-Converted Method
Diluted EPS
Basic EPS
Effect on EPS = $.48
= $1.29
16-72 LO 5
Example — If-Converted Method
Revenues $ 17,500
Expenses 8,400
Bond interest expense (60 x $1,000 x 8% x 4/12) 1,600
Income before taxes 7,500
Income taxes (40%) 3,000
Net income $ 4,500
16-73 LO 5
Example — If-Converted Method
Diluted EPS
Basic EPS
Effect on EPS = $.48
= $2.25
16-74 LO 5
Example — If-Converted Method
Instructions
16-75 LO 5
Example — If-Converted Method
Basic EPS
16-76 LO 5
Example — If-Converted Method
Diluted EPS
$1.50
Effect on
Basic EPS = $1.60 *(40,000 x 5)
EPS = $1.20
16-77 LO 5
Example — If-Converted Method
Diluted EPS
$1.67
Effect on
Basic EPS = $1.60 *(40,000 x 3)
EPS = $2.00
16-78 LO 5
Example — If-Converted Method
16-80 LO 5
Example — Treasury-Stock Method
Instructions
16-81 LO 5
Example — Treasury-Stock Method
Treasury-Stock Method
Proceeds if shares issued (1,000 x $8) $8,000
Purchase price for treasury shares ÷ $20
Shares assumed purchased 400
Shares assumed issued 1,000
Incremental share increase 600
16-82 LO 5
Example — Treasury-Stock Method
Diluted EPS
$40,000 + $40,000
= = $3.77
10,000 + 600 10,600
16-84 LO 5
Example — Treasury-Stock Method
Diluted EPS
$40,000 $40,000
= = $3.94
10,000 + 150 10,150
16-85 LO 5
DILUTED EARNINGS PER SHARE
Antidilution Revisited
Ignore antidilutive securities in all calculations and in computing
diluted earnings per share.
16-86 LO 5
DILUTED EARNINGS PER SHARE
16-87 LO 5
EPS Presentation and Disclosure
16-88 LO 5
WHAT DO THE NUMBERS MEAN? PRO FORMA
WHAT’S YOUREPS CONFUSION
PRINCIPLE
Many companies are reporting pro forma EPS numbers along with GAAP-based
EPS numbers in the financial information provided to investors. Pro forma earnings
generally exceed GAAP earnings because the pro forma numbers exclude such
items as restructuring charges, impairments of assets, R&D expenditures, and
stock compensation expense. In some industries such as high-tech, the major item
excluded is stock compensation expense.
Google is a classic example.
As indicated by one analyst,
Google paid out huge, share-
laden compensation packages
totaling more than $300 million
recently to three key executives.
Only a small amount of this
compensation will be reported in
the non-GAAP income
measures.
16-89 (continued) LO 5
WHAT DO THE NUMBERS MEAN? PRO FORMA
WHAT’S YOUREPS CONFUSION
PRINCIPLE
Another case of possibly misleading pro forma reporting is social gaming company
Zynga. It recently reported so much stock-compensation expense ($600 million)
that it overwhelmed its operating profit; these expenses took operating profit
negative to the tune of $406 million. The accounting? Zynga “window dressed” the
expense by encouraging Wall Street analysts to use a non-GAAP pro forma
accounting figure—“adjusted earnings before interest, taxes, depreciation and
amortization”—that ignores the stock compensation. LinkedIn and Groupon also
use non-GAAP metrics that exclude stock compensation. LinkedIn’s $30 million
stock compensation expense roughly halved its operating profit, while Groupon’s
$94 million took operating profit $203 million into the red. Wall Street analysts tend
to go along with the accounting hocus-pocus, as it allows them to justify higher
valuations for stocks. Investors should remember, however, that employee equity
awards are real costs. As discussed in Chapter 4, SEC Regulation G requires
companies to provide a clear reconciliation between pro forma and GAAP
information. And this applies to EPS measures as well. This reconciliation is
especially important, given the spike in pro forma reporting by companies adding
back employee stock-option expense.
Sources: M. Moran, A. J. Cohen, and K. Shaustyuk, “Stock Option Expensing: The Battle Has Been Won; Now Comes the Aftermath,” Portfolio
Strategy/Accounting, Goldman Sachs (March 17, 2005); R. Winkler, “Stock and Awe at Facebook and Zynga,” Wall Street Journal (February
16-90 16, 2012); and A. Bary, “How Much Do Silicon Valley Firms Really Earn?” Barrons (June 27, 2015). LO 5
Summary of EPS Computation
ILLUSTRATION 16-28
Calculating EPS,
Simple Capital Structure
16-91 LO 5
Earnings per
Share
ILLUSTRATION 16-29
Calculating EPS, Complex
Capital Structure
16-92 LO 5
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16-93