TUGAS RINGKASAN MATA KULIAH AKUNTANSI KEUANGAN MENENGAH II DILUTIVE SECURITIES AND EARNINGS PER SHARE

Disusun oleh: Adhiyanto Puji Laksono (F0309002/A)

FAKULTAS EKONOMI UNIVERSITAS SEBELAS MARET 2011

DILUTIVE SECURITIES AND EARNINGS PER SHARE SECTION 1. DILUTIVE SECURITIES AND COMPENSATION PLANS DEBT AND EQUITY Many of the controversies related to the accounting for financial instruments such as share options, convertible securities, and preference shares relate to whether companies should report these instruments as a liability or as equity. Declaration of dividends is at the issuers discretion, as is the decision to repurchase the shares. Similarly, preference shares that are not redeemable do not require the issuer to pay dividends or repurchase the shares. Thus, non-redeemable ordinary or preference shares lacks an important characteristic of a liability-an obligation to pay the holder of the ordinary or preference shares at some point in the future. CONVERTIBLE DEBT Convertible bonds can be changed into other corporate securities during some specified period of time after issuance. A convertible bond combines the benefits of a bond with the privilege of exchanging it for shares at the holders option. Corporations issue convertibles for two main reasons. One is to raise equity capital without giving up more ownership control than necessary. A second reason to issue convertibles is to obtain debt financing at cheaper rates. Accounting for Convertible Debt Convertible debt is accounted for as a compound instrument because it contains both a liability and an equity component. Companies use the with-and-without method to value compound instruments. To implement the with-and-without approach, companies do the following: 1. Determine the total fair value of the convertible debt with both the liability and equity component. 2. Determine the liability component by computing the net present value of all contractual future cash flows discounted at the market rate of interest. 3. The company subtracts the liability component estimated in the second step from the fair value of the convertible debt to arrive at the equity component.

Accounting at Time of Issuance To illustrate the accounting for convertible debt, assume that Roche Group (DEU) issues 2,000 convertible bonds at the beginning of 2011. The bonds have a four-year term with a stated rate of interest of 6 percent, and are issued at par with a face value of 1,000 pr bond (the total proceeds received from issuance of the bonds are 2,000,000). Interest is payable annually at December 31. Each bond is convertible into 250 ordinary shares with a par value of 1. The market rate of interest on similar non-convertible debt is 9 percent. The liability component of the convertible debt is computed as shown below:
Present value of principal: 2,000,000 X .70843 (Table 6-2;n=4, i=9%) Present value of the interest payments: 120,000 X 3.23972 (Table 6-4; n=4, i=9%) Present value of the liability component 1,416,860
3 8 ,7 6 8 6

1,805,606

The equity component of Roches convertible debt is then computed as shown below:
Fair value of convertible debt at date of issuance Less: Fair value of liability component at date of issuance Fair value of equity component at date of issuance 2,000,000
1,8 5 , 6 6 0 0

194,394

The journal entry to record this transaction is as follows: Cash Bonds Payable Share Premium-Conversation Equity Settlement of Convertible Bonds 1. Repurchase at Maturity. If the bonds are not converted at maturity, Roche makes the following entry to pay off the convertible debtholders. Bonds Payable Cash 2,000,000 2,000,000 2,000,000 1,805,606 194,394

The liability component of Roches convertible debt issue is recorded as Bonds Payable.

2. Conversion at Maturity. If the bonds are converted at maturity, Roche makes the following entry: Share Premium-Conversion Equity 194,394 Bonds Payable Share Capital-Ordinary Share Premium-Ordinary 2,000,000 500,000 1,694,394

3. Conversion before Maturity. There is no gain or loss on conversion before maturity: The original amount allocated to equity is transferred to the Share Premium-Ordinary account. 4. Repurchase before Maturity. Roche determines the fair value of the liability component of the convertible bonds at December 31, 2012, and then subtracts this amount from the fair value of the convertible bond issue (including the equity component) to arrive at the value for the equity. After this allocation is completed: 1. The difference between the consideration allocated to the liability component and the carrying amount of the liability is recognized as a gain or loss, and 2. The amount of consideration relating to the equity component is recognized (as a reduction) in equity. Induced Conversions Sometimes, the issuer wishes to encourage prompt conversion of its convertible debt to equity securities in order to reduce interest costs or to improve its debt to equity ratio. Thus, the issuer may offer some form of additional consideration (such s cash or ordinary shares), called a sweetener, to induce conversion. The issuing company reports the sweetener as an expense of the current period. Its amount is the fair value of the additional securities or other consideration given. CONVERTIBLE PREFERENCE SHARES Convertible preference shares include an option for the holder to convert preference shares into a fixed number of ordinary shares. Convertible preference shares are reported as part of equity. When preference shares are converted or repurchased, there is no gain or loss recognized. The rationale is: A company does not recognize a gain or loss involving transactions with its existing shareholders.

SHARE WARRANTS Warrants are certificates entitling the holder to acquire shares at a certain price within a stated period. This option is similar to the conversion privilege. The issuance of warrants or options to buy additional shares normally arises under three situations: 1. When issuing different types of securities, such as bonds or preference shares, companies often include warrants to make the security more attractive-by providing an equity kicker. 2. Upon the issuance of additional ordinary shares, existing shareholders have a preemptive right to purchase ordinary shares first. Companies may issue warrants to evidence that right. 3. Companies give warrants, often referred to as share options, to executives and employees as a form of compensation. Share Warrants Issued with Other Securities Warrants issued with other securities are basically long-term options to buy ordinary shares at a fixed price. Generally, the life of warrants is five years, occasionally 10 years; very occasionally a company may offer perpetual warrants. Debt issued with share warrants is a compound instrument that has a debt and an equity component. As a result, the company should use the with-and-without method to allocate the proceeds between the two components. Summary Analysis The IASB indicates that companies should separate the debt and equity components of securities, such as convertible debt or bonds issued with warrants. We agree with this position. In both situations, the investor has made a payment to the company for an equity feature. The only real distinction between them is that the additional payment made when the equity instrument is formally acquired takes different forms. Thus, the difference is one of method or form of payment only, t\rather than one of substance. Rights to Subscribe to Additional Shares If the directors of a corporation decide to issue new ordinary shares, the old shareholders generally have the right to purchase newly issued shares in proportion to

their holdings. This privilege referred to as a share right. Also it may allow them to purchase shares somewhat below their market value. Companies make only a memorandum entry when they issue rights to existing shareholders. Companies make no formal entry at this time because they have not yet issued shares nor received cash. Share Compensation Plans The third form of warrant arises in share compensation plans to pay and motivate employees. This warrant is a share option, which gives key employees the option to purchase ordinary shares at a given price over an extended period of time. A consensus of opinion is that effective compensation programs are ones that do the following: (1) base compensation on employee and company performance, (2) motivate employees to high levels of performance, (3) help retain executives and allow for recruitment of new talent, (4) maximize the employees after-tax benefit and minimize the employers after-tax-cost, and (5) use performance criteria over which the employee has control. Long-term compensation plans attempt to develop company loyalty among key employees by giving them a piece of the action-that is, an equity interest. These plans generally referred to as share-based compensation plans, come in many forms. ACCOUNTING FOR SHARE COMPENSATION Share-Option Plans Share-option plans involve two main accounting issues: 1. How to determine compensation expense 2. Over what periods to allocate compensation expense. Determining Expense Under the fair value method, companies compute total compensation expense based on the fair value of the options expected to vest on the date they grant the options to the employee(s). Allocating Compensation Expense In general, a company recognizes compensation expense in the periods in which its employees perform the services-the service period. The company determines total

compensation cost at grant date and allocates it to the periods benefited by its employees services. Restricted Shares Restricted-share plans transfer shares to employees, subject to an agreement that the shares cannot be sold, transferred, or pledged until vesting occurs. Major advantages of restricted-share plans are: 1. Restricted shares never become completely worthless. 2. Restricted shares generally result in less dilution to existing shareholders. 3. Restricted-shares better align the employee incentives with the companies incentives. The accounting for restricted shares follows the same general principles as accounting for share options at the date of grant. Employee Share-Purchase Plans Employee share-purchase plans (ESPPs) generally permit all employees to purchase shares at a discounted price for a short period of time. These plans are considered compensatory and should be recorded as expense over the service period. The IASB indicates that there is no reason to treat broad-based employee share plans differently from other employee share plans. However, IFRS requires recording expense for these arrangements. Disclosure of Compensation Plans Companies must fully disclose the status of their compensation plans at the end of the periods presented. Specifically, a company with one or more share-based payment arrangements must disclose information that enables users of the financial statements to understand: 1. The nature and extent of share-based payment arrangements that existed during the period. 2. How the fair value of the goods and services received, or the fair value of the equity instruments granted during the period, was determined. 3. The effect of share-based payment transaction on the companys net income (loss) during the period and on its financial position.

SECTION 2. COMPUTING EARNINGS PER SHARE The financial press frequently reports earnings per share date. Further, shareholders and potential investors widely use this data in evaluating the profitability of a company. Earnings per share indicates the income earned by each ordinary share. Thus, companies report earnings per share only for ordinary shares. Generally, companies report earnings per share information below net income in the income statement. When the income statement contains discontinued operations, companies are required to report earnings per share from continuing operations and net income on the face of the income statement. These disclosures enable the user of the financial statements to compare performance between different companies in the same reporting period and between different reporting periods for the same company. EARNINGS PER SHARE-SIMPLE CAPITAL STRUCTURE A companys capital structure is simple if it consists only of ordinary shares or includes no potential ordinary shares that upon conversion or exercise could dilute earnings per ordinary share. In this case, a company reports basic earnings per share. Preference Share Dividends When a company has both ordinary and preference shares outstanding, it subtracts the current-year preference share dividend from net income to arrive at income available to ordinary shareholders. Earnings per Share = WeightedAv erageNumbe rofSharesO uts tan ding In reporting earnings per share information, a company must calculate income available to ordinary shareholders. To do so, the company subtracts dividends on preference shares from income from continuing operations and net income. If a company declares dividends on preference shares and a net loss occurs, the company adds the preference dividend to the loss for purpose of computing the loss per share. If the preference shares are cumulative and the company declares no dividend in the current year, it subtracts (or adds) an amount equal to the dividend that it should have declared for the current year only from net income (or to the loss).
NetIncome Pr eferenceDi vidends

Weighted-Average Number of Shares Outstanding In all computations of earnings per share, 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 amount outstanding. Companies must weight the shares by the fraction of the period they are outstanding. The rationale for this approach is to find the equivalent number of whole shares outstanding for the year. Share Dividends and Share Splits When share dividends or share splits occur, companies need to restate the shares outstanding before the share dividend or split, in order to compute the weighted average number of shares. If a share dividend or share split occurs after the end of the year, but before the financial statements are authorized for issuance, a company must restate the weightedaverage number of shares outstanding for the year. EARNINGS PER SHARE-COMPLEX CAPITAL STRUCTURE The EPS discussion to this point applies to basic EPS for a simple capital structure. One problem with a basic EPS computation is that it fails to recognize the potential impact of a corporations dilutive securities. Computing diluted EPS is similar to computing basic EPS. The difference is that diluted EPS includes the effect of all potential dilutive ordinary shares that were outstanding during the period. Some securities are antidilutive. Antidilutive securities are securities that upon conversion or exercise increase earnings per share. Companies with complex capital structures will not report diluted EPS if the securities in their capital structure are antidilutive. Diluted EPS-Convertible Securities At conversion, companies exchange convertible securities for ordinary shares. Companies measure the dilutive effects of potential conversion on EPS using the ifconverted method. This method for a convertible bond assumes: (1) the conversion of the convertible securities at the beginning of the period, and (2) the elimination of related interest, net of tax.

Other Factors The conversion rate on a dilutive security may change during the period in which the security is outstanding. For the diluted EPS computation in such a situation, the company uses the most dilutive conversion rate available. Diluted EPS-Options and Warrants Companies use the treasury-share method to include options and warrants and their equivalents in EPS computations. The treasury-share method assumes that the options or warrants are exercised at the beginning of the year, and that the company uses those proceeds to purchase ordinary shares for the treasury. If the exercise price is lower than the market price of the shares, then the proceeds from exercise are insufficient to buy back all the shares. If the exercise price of the option or warrant is lower than the market price of the shares, dilution occurs. An exercise price of the option or warrant higher than the market price of the shares reduces ordinary shares. In this case, the options or warrants are antidilutive because their assumed exercise leads to an increase in earnings per share. Contingently Issuable Shares Contingently issuable ordinary shares are defined as ordinary shares issuable for little or no cash consideration upon satisfaction of specified conditions in a contingent share agreement. Companies generally issue these contingent shares based on a measure, such as attainment of a certain earnings or market price level. Antidilution Revisited In computing diluted EPS, a company must consider the aggregate of all dilutive securities. But first it must determine which potentially dilutive securities are in fact individually dilutive and which are antidilutive. A company should exclude any security that is antidilutive, nor can the company use such a security to offset dilutive securities. Recall that including antidilutive securities in earnings per share computations increases earnings per share. With options or warrants, whenever the exercise price exceeds the market price, the security is antidilutive. Companies should ignore antidilutive securities in all calculations and in computing diluted earnings per share.

EPS Presentation and Disclosure A company should present both basic and diluted EPS information as follows: Earnings per ordinary share Basic earnings per share Diluted earnings per share
xx x xx x

When the earnings of a period include discontinued operations, a company should show per share amounts for the following: income from continuing operations, discontinued operations, 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. The following information should also be disclosed: 1. The amounts used as the numerators in calculating basic and diluted earnings per share, and a reconciliation of those amounts to net income or loss. 2. The weighted average number of ordinary shares used as the denominator in calculating basic and diluted earnings per share, and a reconciliation of these denominators to each other. 3. Instruments (including contingently issuable shares) that could potentially dilute basic earnings per share in the future but were not include in the calculation of diluted earnings per share because they are antidilutive for the period(s) presented. 4. A description of ordinary share transactions or potential ordinary share transactions that occur after the reporting period and that would have significantly changed the number of ordinary shares or potential ordinary shares outstanding at the end of the period if those transactions had occurred before the end of the reporting period.