Accounting for Convertible Bonds

Convertible bond is a type of bond which allows the holder to convert to common or share equity. The conversion can be done at any time before the maturity date and it depends on the bond holder’s discretion. It allows the holder to choose between receiving the guaranteed interest on bonds or convert to the company’s share to get the dividend and trade the shares in the capital market.

Convertible bond contains both elements of debt instrument and equity instrument. The holder has the option to obtain cash at the maturity date or convert it to the company share. Due to this option, it allows the company to issue bonds at a lower interest rate without any discounted.

In accounting, it is very important to recognize both elements into the financial statement. The financial liability will initially measure by using discounted cash flow of interest payment and bonds nominal value. Subsequently, we need to record the additional balance which arises from the difference between interest expense and interest paid. The interest expense depends on the effective interest rate while the interest paid to investors depend on the coupon rate.

The variance between cash receive and initial financial liability is classified as other components of equity and it will not subsequently be measured.

Convertible Bonds Example

Company A issue 5% 2,000 convertible bonds with par value of $ 1,000 each. They are the convertible bonds that give the right to holders to convert to a common share at the maturity date at the conversion rate of 20. The bonds will mature in 3 years with interest paid annually.  The effective interest rate is 8%.

Solution

As we have mentioned above, convertible bond creates both debt and equity instruments. The debt will be measured by using discounted cash flow and the remaining balance is recorded as equity.

Fair value of debt = $ 1,845,300

Othe equity components = $ 2,000,000 – $ 1,845,300 = $ 154,700

Year Cash flow DF at 8% Present value
1 100,000 0.9259 92,590
2 100,000 0.8573 85,730
3 2,100,000 0.7938 1,666,980
Total 2,300,000 1,845,300

Summary of Financial Liability

Every year, the company needs to pay fixed interest to the holder $ 100,000 ($ 2,000,000 * 5%) which is based on the bond interest rate. However, the interest expense is calculated by the outstanding balance of financial liability (PV of FL) and an effective interest rate. The difference between interest expense and interest paid will increase financial liability balance. At the end of bond maturity, the financial liability balance will reach the par value ($ 2,000,000).

year PV of FL Interest Exp Interest Paid Financial Liability
0
1 1,845,300       147,624 100,000       1,892,924
2 1,892,924       151,434 100,000       1,944,358
3 1,944,358       155,549 100,000       2,000,000***

*** Note: rounding error of $ 93

Accounting record on the initial recognition:

Accounts Debit Credit
Cash 2,300,000
Financial Liability 1,845,300
Other Component Equity 154,700

At the end of year one.

Company will pay interest on bonds holder $ 100,000 ($ 2,000,000 * 5%), however, the interest expense must be calculated by using the effective interest rate.

Interest expense = $ 147,624 ($ 1,845,300 * 8%)

Accounting record:

Accounts Debit Credit
Interest Expense 147,624
Financial Liability 47,624
Cash 100,000

At the end of Year 2

Accounts Debit Credit
Interest Expense 151,434
Financial Liability 51,434
Cash 100,000

At the end of Year 3

Accounts Debit Credit
Interest Expense 155,549
Financial Liability 55,549
Cash 100,000

Settlement of Convertible Bonds

  1. Bonds did not convert at the maturity date

Holder does not convert to equity at the maturity date, company must pay cash to settle and the transactions should be:

Accounts Debit Credit
Financial Liability 2,000,000
Cash 2,000,000

For the Other component Equity, the company may decide to keep it or reclass it to Share Premium Account which also under the equity section.

  1. Bond Convert at the maturity date

Bondholder may decide to convert the bond to equity share at the maturity date when the share price increase. However, the share price is effect to our recording, only the share face value is taking into account.

Assume the face value is $ 50 per share.

No of share = 20 share per bond * 2,000 bonds = 40,000 shares

Journal entries

Accounts Debit Credit
Financial Liability 2,000,000
Other equity components 154,700
Common Share 2,000,000
Share Premium 154,700
  1. Bond convert before the maturity date

Assume the holder agree to convert the bond at the end of year 2

Accounts Debit Credit
Financial Liability 1,944,358
Other equity components 154,700
Common Share 2,000,000
Share Premium 99,058

Types of Convertible Bonds

Vanilla convertible bonds

It is the most common type of convertible bond, the company grant right to the holder to convert the bonds to common share base the conversion rate which is calculated in advance. Moreover, the holders will receive interest base on the coupon rate and it comes with the fixed maturity date when holders can receive the nominal value.

Mandatory convertibles

It is the convertible bonds that require the holder to convert to a common share on the maturity date. The holders cannot receive the cash on the maturity date but must convert the bonds to share. The mandatory bonds have two rates, the first one give the holder with share value equal to bonds. While the second rate will limit the value that investors will receive above the par value. This is the method which company uses to forward sell the share equity at a premium.

Reverse convertibles

Reverse convertible bonds allow the company to buyback the bonds or allow it to be converted to share at the maturity date. The issuer can use cash to buyback bonds otherwise they will be converted to equity share base on the conversion rate which is predetermined.

Convertible Bonds Advantages

  • Low-interest rate

The convertible bonds will allow the company to raise a fund with a lower interest rate as the investors saw the convertible options as the other benefit. As a result, the company can save huge money on interest payments.

  • Reduce the number of share equity

In the short term, company will be able to raise funds without issuing share equity. The current shareholders will remain the same voting power. In the future, even the bonds are converted, it will increase the stock price which will benefit the current shareholder as well.

  • Interest rate

The company require to pay annual interest to investors, these are the deductible expense and will save on tax at the end of the year.

Convertible Bonds Disadvantages

  • Loss control

The company may face a loss of control when majority of holders decide to convert the bonds on any date. It will happen when the share price is higher than the bonds nominal value.

  • Decrease share price

When huge investors decide to convert during a similar time, it will impact to market share, the share pirce will decrease. It means the supply increase leads to a lower price.