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Chapter 6: Accounting

for Stockholders' Equity


A. Stockholders’ Equity - Introduction

St.Dominic College of Asia

Edmund E. Hilario, CPA, MBA 09/12/2021 1


Definition of terms


A corporation is an artificial being created by operation of law, having the right of succession, and the powers,
attributes, and properties expressly authorized by law or incident to its existence. It has a legal and juridical personality
separate and distinct from its shareholders.

A corporation is created by operation of law known as the “the Corporation Code of the Philippines.

The Corporation code provides that 5 or more persons but not exceeding 15, a majority of whom are residents of the
Philippine may form a Corporation by filing with the SEC the articles of incorporation, duly executed and acknowledge
before a notary public.

By laws is defined as the rules of action adopted by the corporation for its internal governance by its officers,
shareholders or members. The by-laws shall be filed with the SEC within one month from the date of incorporation

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Edmund E. Hilario, CPA, MBA 09/12/2021
Pre-incorporation
Subscription Requirement

The Corporation Code provides that


the SEC 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 P5,000.

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Component of Corporation

Incorporators Shareholders
Corporators’
are those are owners of Members
are those
who compose
corporation shares in a are
mentioned in stock corporato
the
the articles of corporation.
corporation incorporation Shareholders
r of non-
whether as originally stock
may be
shareholders forming and
or members natural or corporati
composing the artificial
or both corporation on
persons

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Shareholders’ Equity

Shareholders’ equity
is the residual
interest of owners in
the net assets of a
corporation.
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Generally, the elements constituting
shareholders’ equity are as follows:
 Philippine term IAS term
 Capital stock Share capital
 Subscribed capital stock Subscribed share capital
 Common stock Ordinary share capital
 Preferred stock Preference share capital
 Additional paid-in capital Share premium
 Retained earnings/(deficit) Accumulated Profit/(losses)
 Retained earnings appropriated Appropriation reserve
 Revaluation surplus Revaluation reserve
 Treasury stock Treasury share

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Rights of Shareholders’

To share in the earnings of the corporation

To vote in the election of directors and in


the determination of certain corporate
policies

To subscribe for additional share or known


as preemptive rights or stock rights

To share in the net assets of the corporation


upon liquidation

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Distinction of a par value share
from no-par value share

Par value No-par value


Is one with specific value Is one without any value
fixed in the articles of appearing on the face of the
incorporation and appearing share certificate. But it always
on the share certificate has an issued value or stated
value fixed by the articles of
incorporation or board of
directors.
The par value of share can be The minimum stated value is P5
as low as one centavo
When shares are sold, the When shares are sold, the
proceeds shall be credited to proceeds shall be credited to the
the share capital account, any St.Dominic
share College
capital
of Asia account regardless

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excess shall be credited to on Edmund
any excess
E. Hilario, CPA, MBA
Accounting for share capital

Memorandum method Journal entry method


No entry is made to The authorization to
record the authorize issue share capital is
share capital. Only a recorded by debiting
memo is made for the unissued share capital
total authorizes share and crediting
capital. When share authorized share
capital is issued, it is capital. When share
credited to the share capital is issued, it is
St.Dominic College of Asia

capital account credited to the


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Accounting rules regarding issuance of stock for non-cash consideration

Is share capital is issued for non-


cash consideration such as tangible ●
Fair value of the non-cash consideration received
property, intangible property and
services, the share capital is

Fair value of the shares issued
recorded at an amount equal to the ●
Par value of the shares issued
following in the order of priority

Is share capital is issued for


outstanding liability, the
share capital is recorded at
an amount equal to the
liability set-off

If share capital is issued in


exchange for other equity
securities, it should recorded at
an amount equal to the
following in the order of priority

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Share warrants issued with
preference shares

When share warrants are issued together with preference share,


there is actually a sale of 2 securities – the preference share and
the share warrants. Thus the consideration received shall be
allocated between preference share and the warrants on the basis
of their market value

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Share warrants issued
with bonds payable

When share warrants are issued together wi th bonds


payabl e, there i s actuall y a sale of 2 securities – the
bonds payabl e and the share warrants. Thus the
sal es price from the sal es of the bonds with
warrants shal l be all ocated between bonds payabl e
and the warrants. The bonds are assi gned an
amount equal to the “mark et val ue of the bonds at
ex-warrant”. The residual amount or remainder of
the issue pri ce shall then be all ocated to the
warrants.

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Treasury shares

Requisites for share to qualify as treasury Legal limitation on treasury shares


shares The Corporation code provides that no corporation
shall redeem, repurchase, or reacquire its own share
The shares must be the entity’s own unless it has adequate amount of unrestricted
shares retained earnings to support the cost of said shares.
The shares must have been issued If the corporation were allowed to acquire treasury
shares when it has no retained earnings balance, it
originally would be tantamount to indirectly returning capital to
The shares are reacquired but not shareholders, which is in violation of the trust fund
doctrine.
cancelled

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Accounting for treasury shares

The standard recognizes only one method of accounting for treasury


shares, that is the cost method

Treasury shares shall be recorded at cost, regardless of whether the


shares are acquired below or above the par or stated value

If the treasury shares are acquired for cash, the cost is equal to the
cash payment

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Accounting for treasury shares

If the treasury shares are acquired for non-cash consideration, the


cost is usually measured by the recorded amount or book value of
non-cash assets given up


Additional paid in capital or share premium from treasury stock

Retained earnings, if there are no previous treasury shares transactions

Reissuance at more than cost – if the treasury stocks are subsequently


reissued at more than cost, the excess of the reissue price over the
cost is treated as share premium

Reissuance at below cost – if the treasury shares are subsequently


reissued at below cost, the excess of the cost over the reissue price is
charged to the following in the order of priority:

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Retirement of Treasury Shares

If treasury shares are


subsequently retired,
the share capital
account is debited at par
value or stated value
and the treasury shares
account is credited at
cost. CASH

If the retirement results


in a gain, meaning the
par value exceeds the
cost of treasury shares;
such gain is credited to
additional paid in capital
or share premium from
treasury shares.

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Retirement of Treasury Shares

If the retirement
results in a loss, ●
Additional paid in capital or share
meaning the premium to the extent of the
cost of the credit when the shares were
treasury shares issued or additional paid in
exceed the par capital or share premium from
value, such loss original issuance
is debited to the ●
Additional paid in capital or share
following in the premium from treasury shares
order of

Retained earnings
priority:

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Disclosure of treasury shares

The disclosure relating to treasury shares shall include the following:


The number of shares held in treasury

The restriction on the availability of retained earnings for
distribution of dividends

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Recapitalization

Recapitalization
occurs when there
is a change in the ●
Change from par to no-par
capital structure
of the company.

Change from no-par to par
The old shares ●
Reduction of par value
are canceled and ●
Reduction of stated value
new shares are
issued. The

Split up
typical

Split down
recapitalizations
are:

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Stockholders’ Equity

B. Share-Based Compensation –
Share option

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SHARE-BASED COMPENSATION

Definition

Share based compensation plan – is a compensation
arrangement established by the entity whereby the
entity’s employees shall be received share of capital in

of terms:
exchange for their services or the entity incurs
liabilities to the employees in amounts based on the
price of its shares.


Share option – are rights granted to officers
and key employees to enable them to acquire
shares of the entity during a specified period
upon fulfillment of certain conditions at a
specified price.

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SHARE-BASED COMPENSATION


Vesting period – is a period from
the date of grant to the date on
which the options can first be
exercised.


Share appreciation – is a right entitles an
employee to receive cash which is equal to
the excess of the market value of the entity’s
share over a predetermined price for a stated
number of shares.

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Accounting for share based
compensation (PFRS)

Equity settled – the Cash settled – the entity


entity issues equity incurs a liability for
services received and the
instruments in
liability is based on the
consideration for entity’s equity instrument
services received such such as share
as share options appreciation rights.

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Measurement of compensation

Fair value method – this means that the


compensation is equal to the fair value of
the share options on the date of grant

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Measurement of compensation

Intrinsic value method – this means


that the compensation is equal to the
intrinsic value of the share options.

The intrinsic value is the “excess of the market value of the
share over the option price.”

PFRS 2 paragraph 24, provides that “if the fair value of the
share option cannot be estimated reliably”, the entity shall
measure the share options at their intrinsic value initially
and subsequently at each reporting date and at the date of
final settlement, with any change in intrinsic value
recognized in profit or loss.
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Recognition of Compensation

PFRS 2 provides the rules for the recognition of compensation


expenses as follows:


Share options vest immediately – employees is entitled to the share option
immediately without condition. This means that the entity shall recognize
the compensation as expense in full with corresponding increase in equity.

Share options do not vest – this means that entity shall recognize the
compensation as expense over the vesting period.

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Accelerating of Vesting

If an entity cancels or settles a grant of share options


during the vesting period, the entity shall account for
the cancellation or settlement as an acceleration of
vesting. The accounting procedures are as follows:

The entity shall recognize immediately the compensation expense that otherwise
would have been recognized for services received over the remainder of the
vesting period

Any payment made to the employee on the cancellation or settlement of the grant
shall be accounted for as the repurchase of equity interest, meaning deduction
from equity. If the payment exceeds the fair value of the share options, the
excess shall be recognized as an expense.

Formula:

Cash payment by the entityxx

Less: share options outstanding xx

Salaries – share options xx

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Stockholders’ Equity
C. Shared- Based Compensation – Share Appreciation
Right

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Cash Settled Transaction

PFRS 2 provides that for cash settle share-based compensation:


the entity shall measure the services acquired and the liability incurred at the fair value of the liability.

It provides further that until the liability is settled, the entity shall re-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.

Examples of cash settle share-based compensation is the grant of share appreciation right to employees.

Share Appreciation right 


A share appreciation right entitles an employee to receive cash which is equal to the excess of the market value
of the entity’s share over a predetermined price for a stated number of shares. Like manner, share appreciation
right is viewed as compensation for services rendered. An entity shall recognize a liability because the entity
has an obligation to pay cash in the future, on exercise date.

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Cash Settled Transaction

Recognition of compensation


If the share appreciation rights vests immediately, the compensation
is recognized immediately on the date of the grant

If the share appreciation right does not vest until the employee
completes a definite vesting period, the compensation is recognized
over the service or vesting period.
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Cash & share alternative


If the entity has the choice of settlement, the entity shall
account for share-based transaction as either liability or
equity but not both.

But if the employee has the right to choose the settlement,
the entity is deemed to have issued a compound financial
instrument.

Thus, the compound financial instrument is accounted for
as partly liability and partly equity.

Certain share-based transactions allow the


employee the choice as to whether to settle the
transaction in cash or by issuing equity shares.


FV of share alternative (Whole compound

financial instrument) xx

Less: Liability component

(FV of Liability on grant date) xx

Equity Component xx

÷ vesting period xx

Annual share options outstanding xx

The formula is as follows:

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Stockholders’ Equity

D. Retained Earnings

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Retained Earnings

Definition of terms
Retained earnings – represents the cumulative balance of
periodic net income/loss, dividend distributions, prior period
errors, change in accounting policy and other capital
adjustments.
Appropriated retained earnings – represent that portion which
has been restricted and not available for declaration of
dividends
Un-appropriated retained earnings – represent that portion
which is free and can be declared as dividends to shareholders
Dividends – are distributions of earnings or capital to the
shareholders in proportionate to their shareholders
Stock dividend – refers to earnings of an entity’s for
distribution in the form of the entity’s own shares.

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Classification of dividends

Dividend ●


Cash dividends
Property dividends

s out of Liability dividends



Scrip dividends – short term
Bond dividends – long term
earnings


Stock dividends

Dividend ●
Liquidating
s out of
capital dividends
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3 dates in dividend declaration

Date of record – is the Date of


Date of declaration – is
the date on which the date on which the stock payment – is
and transfer book of the
directors authorize the
corporation will be the date on
payment of dividends
to shareholders.
closed for registration. which the
Only those shareholders
Liability for the registered on such date dividend
dividends must be
recognized on this date
are entitled to receive liability is to
dividends.
be paid

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Equity instrument classified
as financial liability

The substance of a financial instrument rather than its legal form,


should governs its classification as equity or liability in the statement
of financial position. Examples are as follows:


Preference share that provides for mandatory redemption by the issuer for a fixed or determinable
amount at a future date.

Preference share that gives the holder the right to require the issuer to redeem the instrument at a
particular date for a fixed or determinable amount.

In both situations, the issuer has a contractual obligation to pay cash at


some future date; hence this is a financial liability and should be presented
as non-current liability. Accordingly, dividends paid to holders of
“mandatorily redeemable preference share shall be accounted for as
“interest expense” and as a component of finance cost in the income
statement.

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Appropriation of retained earnings
In the absence of evidence to the contrary, all of the retained
earnings of an entity can be declared as dividends. In order to
limit or restrict the payment of dividends, the entity may transfer
a portion of the retained earnings to appropriated retained
earnings. The appropriation may be described as follows:

Legal appropriation – this arises from the fact that the legal capital cannot be returned
to the shareholders until the entity is dissolved and liquidated.

Contractual appropriation – arises from the fact that the terms of the bond issue and
preference share issue may impose restriction on the payment of dividends.

Voluntary or discretionary appropriation – it refers to the discretion exercise by
management. It may arise from the fact that management wishes to preserve funds
for expansion purposes or covering possible losses or contingencies. Examples are
the following:

For plant expansion

For increase in working capital

For contingencies

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Non-distributable equity reserves
This refers to
those items of
equity other than

Share premiums reserve – it is the excess of
over par or stated value or additional paid in
the aggregate capital
par or stated ●
Appropriated reserve – it is the earmarking of
retained earnings for a certain purpose which
value of share may be legal, contractual or voluntary. This is
capital and known as retained earnings appropriated.
retained ●
Asset revaluation reserves – it is the excess
of fair value of PPE over its book value. This
earnings un- is known as revaluation surplus
appropriated. ●
Other comprehensive income reserve
Example includes
the followings:

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Components of changes in equity

An entity shall present a statement


of changes in
equity showing the following:

Total comprehensive income for the period

For each component of equity, the effects of changes in accounting
policies and correction of errors

The amount of transactions with owners in their capacity as owners,
showing separately contributions by and distribution to owners

For each components of equity, reconciliation between the carrying
amount at the beginning and end of the period, separately
disclosing each change.

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Components of
Comprehensive Income

Net income or loss


Unrealized gain or loss on available for sale securities

Gain or loss from translating the financial statements of a foreign operation

Change in revaluation surplus

Unrealized gain or loss in a cash flow hedge

Actuarial gain or loss on defined benefit plan in accordance with the full recognition approach

Other comprehensive income

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Quasi re-organization
 

A quasi re-organization is a

Recapitalization
permissive but not a mandatory
procedure under which a financially ●
troubled entity restates its accounts

Revaluation of property,
and established a “fresh start”. It is
the procedure of restating assets, ●
liabilities & share capital balances in

plant & equipment


conformity with fair value for the
purpose of eliminating a deficit. It is
also called corporate readjustment.
This can be accomplished thru:

The following ●
When a large deficit exists
circumstance ●


When approved by shareholders and creditors
When the cost basis of the accounting for PPE becomes
may justify unrealistic, specifically if the current value of PPE is
substantially more than their cost
quasi re- ●
When a “fresh start’ appears to be desirable or advantageous
to all parties concerned
organization:
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E. Book Value Per Share

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Definition & Formula
Book value per Book value per share is the amount that would be
share paid on each share assuming the entity is liquidated
and the amount available to shareholders is exactly
the amount reported as shareholders’ equity
Formula for the When there is only one class of share capital:
computation of
book value per Total shareholders’ equity
share: Book value per share = ---------------------
  No. of shares outstanding

When there are It is necessary to apportion the shareholders’ equity


two classes of between the preference share and ordinary share.
share capital The book value per share should then be computed
St.Dominic College of Asia
as follows:
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The book value per share should
be computed as follows
:

Preference Ordinary
Book Value per Shareholder’s Shareholder’s
Equity Equity
Total stockholders’ equity xx xx

÷No. of preference / xx
ordinary shares xx
outstanding
Book value per share xx xx

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When there are treasury shares and subscribed share
capital, the amount of par or stated value to be assigned to
the pertinent share capital is computed as follows:
Shares Amount

Share capital issued xx xx

Add: shares capital subscribed xx xx

Total xx xx

Less: Treasury share at par xx xx

Amount & share outstanding xx Xx

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Liquidation value of preference share

The liquidation value is the amount which the preference


shareholders normally received upon the liquidation of the
corporation. The liquidation value may be more than the par
value. In the absence of a liquidation value, the preference
shareholders shall receive an amount equal to par or stated value,
unless there is a deficit in which case the preference shareholders
would share on a pro rata basis with the ordinary shareholders.

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Preference

Preference as to assets Preference as to dividends


Preference as to dividends means that if the dividends are declared, the

Preference as to assets
● preference shareholders have the right to receive dividends first before
the ordinary shareholders are paid a dividend. In the absence of any
statement to the contrary, the preference share has preference as to

means that the dividends. When the preference share has preference as to dividends, the
dividend right might be:
Non-cumulative preference share – is one on which the right to receive

preference shareholders

dividends is forfeited in any year in which the dividends are not declared,
thus the preference share is entitled only to current year dividends.

are entitled to payment



Cumulative preference share – is one on which any undeclared dividends
are accumulated until paid, thus the cumulative preference share is
entitled to all dividends in arrears.

not only for the



Non-participating preference share – is one that is entitled to receiving
only the dividends equal to fixed rate.

Participating preference share – is one which is entitled to receive

liquidation value but also


dividends in excess of the basis or fixed rate. Participating preference
share may be fully participating with ordinary share on a pro rata basis or
participating only to a certain amount or percentage. However, before

for dividends in arrears. the preference share can participate, the ordinary share should first an
amount equal to the basic preference rate, meaning preference rate times
the par value of the ordinary share outstanding

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Stockholders’ Equity
F. Basic Earnings Per Share

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EARNINGS PER SHARE

Definition of terms:


Ordinary share is an equity instrument that is subordinate to all other classes of equity instruments

Equity instruments is any contract that evidences a residual interest in the assets of an entity after deducting all
of its liabilities

Potential ordinary shares is a financial instrument or other contract that may entitle its holder to ordinary shares

Financial instruments is any contract that gives rise to both a financial asset of one entity and a financial liability
or equity instrument or another entity

Warrants or options are financial instruments that give the holder the right to purchase ordinary shares

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EARNING PER SHARES

Presentation of earning per share


Basic earnings per share
Diluted earnings per share

Uses of earnings per share


It is a determinant of the market price of
ordinary share, thus indicating the
attractiveness of the ordinary shares as an
investment
It is measure of performance of management
in conducting operations
It is the basis of dividend policies of the
entity

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Potential ordinary shares

Shares which
Financial
Share options would be issued
liabilities or upon the
or employee
equity
instruments,
Share plans that allow satisfaction of
certain conditions
employees to
including warra received
resulting from
contractual
preferences
shares, that are nts ordinary shares
as part of their
arrangements
such as purchase
convertible into
remuneration of a business or
ordinary shares other assets

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Formula for the computation of
Basis earnings per share

Basic EPS = Net income / Ordinary shares outstanding


Cumulative – the dividend for the current year only is deducted from the net income regardless whether the
dividends is declared or not

Non-cumulative – the dividend for the current year is deducted from the net income only if there is a declaration.

The net income is equal to the amount after deducting dividends on


preference shares, if the preference shares is:

If there is a significant change in the ordinary share capital during the


year, the weighted average number of ordinary shares outstanding
during the period should be used as denominator

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Stockholders’ Equity
G. Diluted Earnings Per Share

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Diluted earnings per share
The computation of the
earnings per share is
complicated when the entity’s

As if the convertible bonds payable &
capital structure is consists of preference share is converted into
ordinary shares and potential
ordinary shares or potential ordinary shares
diluters. The computation of ●
As if the share options and warrants
the diluted earnings per share
is based on the “as if” are exercised
scenario.

There are 2
Convertible bond payable and
major types

convertible preference share


of potential ●
Share options and warrants
diluters.
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Formula for the computation of
Diluted earnings per share

Same as the computation of basic earning per share except that:


The net income is no longer reduced by the amount of dividend and it is adjusted by
adding back the interest expenses of the bond payable, net of income taxes.
The number of ordinary shares outstanding is increase by the following ordinary shares:
Conversion of bonds payables
Conversion of preference shares
Incremental ordinary share such as Option and warrants

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Test for Dilution

Options and warrants –


these are dilutive if the ●
They are the most dilutive because they have no impact on net
option price or exercise income, thus, they are ranked first in computing diluted
price is lower than the earnings per share
average market price.

Convertible preference share – ●


The incremental EPS is equal to the amount of preference dividend divided by
the contribution of the the #. of ordinary shares into which the preference share is convertible.
preference share to net income is ●
If this incremental EPS is lower than the basic EPS, the convertible preference
the amount of preference share is probably dilutive
If this incremental EPS is higher than the basic EPS, the preference share is
dividend that is avoided because

anti-dilutive
of the conversion.

Convertible bond payable – the ●


The incremental EPS is equal to the interest expense, net of tax divided by the
contribution of the bond payable #. of ordinary shares into which the bond payable is convertible.
If this incremental EPS is lower than the basic EPS, the convertible bond
to net income is the amount of

payable is probably dilutive


interest expense that is avoided ●
If this incremental EPS is higher than the basic EPS, the convertible bond
because of the conversion. payable is anti-dilutive

St.Dominic College of Asia

Edmund E. Hilario, CPA, MBA 09/12/2021 56


Multiple potential ordinary shares

If the entity has 2 or more dilutive potential ordinary shares, the


following procedures should be followed:


Compute the basic earnings per share

Determine whether the potential ordinary shares are dilutive or anti-dilutive

The potential ordinary shares shall be ranked based on their contribution in terms of
incremental EPS. The lowest incremental EPS is ranked first

Evaluate the incremental EPS of the convertible preference share and convertible bond
payable, if the incremental EPS is higher than the basic EPS, then there is anti-dilutive, and
such should be ignored in the calculation of diluted EPS.

St.Dominic College of Asia

Edmund E. Hilario, CPA, MBA 09/12/2021 57

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