Treasury Stock Overview
A company may elect to buy back its own shares, which are then called treasury stock. Management may intend to permanently retire these shares, or it could intend to hold them for resale or reissuance at a later date. Common reasons for the repurchase of stock include the following:
- A stock buyback program that is intended to reduce the overall number of shares and thereby increase the earnings per share. This action can also increase the price of the stock, especially if a company has a policy of buying its own shares whenever the price falls below a certain threshold level.
- When a company is forced to buy back shares from someone who is attempting to gain control of the business.
- When a company has the right of first refusal to reacquire shares.
- When management wants to take a publicly-held company private, and needs to reduce the number of shareholders in order to do so.
- A business has no alternative use for excess cash, and so elects to use it on a stock repurchase.
Stock that has been repurchased does not qualify for voting purposes, nor should it be included in the earnings per share calculation that is reported by publicly-held businesses.
The two aspects of accounting for treasury stock are the purchase of stock by a company, and its resale of those shares. We deal with these treasury stock transactions next.
The Cost Method
The simplest and most widely-used method for accounting for the repurchase of stock is the cost method. The accounting is:
- Repurchase. To record a repurchase, simply record the entire amount of the purchase in the treasury stock account.
- Resale. If the treasury stock is resold at a later date, offset the sale price against the treasury stock account, and credit any sales exceeding the repurchase cost to the additional paid-in capital account. If the sale price is less than the repurchase cost, charge the differential to any additional paid-in capital remaining from prior treasury stock transactions, and any residual amount to retained earnings if there is no remaining balance in the additional paid-in capital account.
- Retirement. If management decides to permanently retire stock that it has already accounted for under the cost method, it reverses the par value and additional paid-in capital associated with the original stock sale, with any remaining amount being charged to retained earnings.
Cost Method Example
The board of directors of Armadillo Industries authorizes the repurchase of 50,000 shares of its stock, which has a $1 par value. The company originally sold the sales for $12 each, or $600,000 in total. It repurchases the shares for the same amount. The controller records the transaction with this entry:
Later, the company has a choice of either selling the shares to investors again, or of permanently retiring the shares. If the board were to resell the shares at a price of $13 per share, the entry would be:
|Additional paid-in capital||50,000|
Alternatively, the board may elect to retire the shares. If it were to do so, the entry would be:
|Common stock, $1 par value||50,000|
|Additional paid-in capital||550,000|
Constructive Retirement Method
An alternative method of accounting for treasury stock is the constructive retirement method, which is used under the assumption that repurchased stock will not be reissued in the future. Under this approach, you are essentially reversing the amount of the original price at which the stock was sold. The remainder of the purchase price is debited to the retained earnings account.
Constructive Retirement Method Example
The board of directors of Armadillo Industries authorizes the repurchase of 100,000 shares of its stock, which has a $1 par value. The company originally sold the shares for $12 each, or $1,200,000 in total. Armadillo pays $1,500,000 to repurchase the shares. The controller records the transaction with this journal entry:
|Common stock, $1 par value||100,000|
|Additional paid-in capital||1,100,000|
In the journal entry, the controller is eliminating the $100,000 originally credited to the common stock account and associated with its par value. There is also an elimination from the additional paid-in capital account of the $1,100,000 originally paid into that account. The excess expenditure over the original proceeds is charged to the retained earnings account.
Other Treasury Stock Issues
A nonprofit entity cannot buy back shares, since it has no capital stock to begin with. In a nonprofit, the concept of net assets replaces stockholders' equity.