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Chapter 11 Contributed Capital Skyline College Lecture Notes What Is a Corporation? A body of persons who have been granted a charter that recognizes the entity as having separate legal rights, privileges, and liabilities distinct from those of its members Investments by stockholders, called contributed capital, is a major means of financing for a corporation Copyright © Houghton Mifflin Company. All rights reserved. 11–2 Corporate Form of Business Advantages Disadvantages Separate legal entity More government regulation Limited liability Double taxation Ease of raising capital Limited liability Ease of transferring stock Separation of ownership and control Lack of mutual agency Continuous existence Centralized authority Professional management Copyright © Houghton Mifflin Company. All rights reserved. 11–3 Using Equity Financing Stock Certificate Shows units of ownership in a corporation A stock certificate is issued to the owner Stockholder can transfer ownership at will Independent registrars and transfer agents can be used to keep track of stockholders’ records Copyright © Houghton Mifflin Company. All rights reserved. 11–4 Par Value An arbitrary amount assigned to each share of stock Usually bears little or no relationship to the market value or book value of shares Constitutes the legal capital of the corporation Legal capital – The number of shares issued times the par value – The minimum amount that can be reported as contributed capital Copyright © Houghton Mifflin Company. All rights reserved. 11–5 Initial Public Offering (IPO) The initial offering of capital stock Underwriter Used between the corporation and investing public for an IPO Guarantees the sale of the stock for a fee The corporation records the net proceeds of the offering Copyright © Houghton Mifflin Company. All rights reserved. 11–6 Costs to Start a Corporation? Start-up and Organization Costs A corporation’s life normally is not known, so these costs are expensed as incurred. State incorporation fees Attorneys’ fees Cost of printing stock certificates Accountants’ fees for registering the firm’s stock Copyright © Houghton Mifflin Company. All rights reserved. 11–7 Dividends Distribution among stockholders of the assets that a corporation’s earnings have generated Stockholders receive these assets, usually cash, in proportion to the number of shares they own Board of directors has sole authority to declare dividends Decision to declare dividends affected by cash flows, pending lawsuits, economic situation, or debt levels. Copyright © Houghton Mifflin Company. All rights reserved. 11–8 Dividend Dates Date of Declaration Date of Record Board of Persons who directors formally own the stock declares that the on the record corporation is date will going to pay a receive the dividend dividend Copyright © Houghton Mifflin Company. All rights reserved. Date of Payment Date on which the dividend is paid to the stockholders of record 11–9 Evaluating Dividend Policies Dividends Yield Ratio Tells investors how much they received in dividends as a percentage of the market price per share Dividends per Share Dividends Yield Market Price per Share $0.32 Microsoft 1.3% $24.20 Copyright © Houghton Mifflin Company. All rights reserved. 11–10 Return on Equity Most important ratio associated with stockholders’ equity Compensation of top executives often tied to return on equity Return on Equity = Net Income Average Stockholders’ Equity Microsoft = $105,548 ($588,770 + $173,953) / 2 = 27.7% Copyright © Houghton Mifflin Company. All rights reserved. 11–11 Price/Earnings (P/E) Ratio A measure of investors’ confidence in a company’s future Price Earnings (P/E) Ratio Market Price per Share Earnings per Share $24.20 Microsoft 25 times $0.968 Because the market price is 25 times earnings, investors are paying a high price in relation to earnings. They do so in the expectation that this software company will continue to be successful Copyright © Houghton Mifflin Company. All rights reserved. 11–12 Discussion: Ethics in the Business World Companies with a code of ethics experienced far less P/E volatility over a four-year period, than those without them. This suggests that they may be a more secure investment in the longer term. Source: Institute on Business Ethics, “Does Business Ethics Pay?” by Simon Webley & Elise More Q. If the P/E ratio is volatile, what factors may be at play? A. Questionable management or accounting practices, dips in economic conditions Copyright © Houghton Mifflin Company. All rights reserved. 11–13 Stock Option Plans Give employees the right to purchase stock in the future at a fixed price A means of both motivating and compensating employees On date of grant: estimate fair value of options Copyright © Houghton Mifflin Company. All rights reserved. Amount in excess of exercise price is recorded as compensation expense over the grant period 11–14 Stockholders’ Equity Three basic components: Contributed Stockholders’ investments capital Retained earnings Earnings since corporation’s inception, less any losses, dividends, or transfers to contributed capital Treasury stock Shares of its own stock that the corporation has bought back on the open market Copyright © Houghton Mifflin Company. All rights reserved. 11–15 Contributed Capital Common Stock Basic form of stock that a corporation issues Also called residual equity Preferred Stock Gives owners preference over common stockholders receiving dividends claims in liquidation Voting stockholders Copyright © Houghton Mifflin Company. All rights reserved. 11–16 Authorized, Issued, and Outstanding Shares Authorized shares: Maximum number that the corporation’s charter allows it to issue Issued shares: Sold or transferred to stockholders Stockholders’ Equity Contributed capital Preferred stock, $50 par value, 1,000 shares authorized, issued, and outstanding Common stock, $5 par value, 30,000 shares authorized, 20,000 shares issued, 18,000 shares outstanding Additional paid-in capital Total contributed capital $50,000 $100,000 50,000 150,000 $200,000 Outstanding shares: Shares issued and still in circulation (unlike treasury stock) Copyright © Houghton Mifflin Company. All rights reserved. 11–17 What Are the Characteristics of Preferred Stock? One or more of the following: Preference as to dividends Convertibility Rights to assets on liquidation Callable option Copyright © Houghton Mifflin Company. All rights reserved. 11–18 Dividend Preference Preferred stockholders must receive a dividends before common stockholders receive anything No guarantee of ever receiving dividends Consequences of missing an annual dividend depends on whether the preferred stock is cumulative or noncumulative Cumulative Dividend amount per share accumulates from year to year; Company must pay the whole amount before it pays any dividends on common stock Copyright © Houghton Mifflin Company. All rights reserved. Noncumulative Company is under no obligation to make up the missed dividend in future years 11–19 Dividends in Arrears Dividends not paid to cumulative preferred stock in the year they are due A corporation has 10,000 shares of $100 par, 5 percent cumulative preferred stock, its first year of operations outstanding. If the corporation pays no dividends in 20x7, its first year of operations, preferred dividends in arrears at the end of the year would amount to $50,000. (10,000 shares × $100 × .05) If the corporation’s board declares dividends in 20x8, the corporation must pay preferred stockholders the dividends in arrears plus their current year’s dividends before paying any dividends to common stockholders. Copyright © Houghton Mifflin Company. All rights reserved. 11–20 Dividends in Arrears Illustrated January 1, 20x7: A corporation issued 10,000 shares of $10 par, 6 percent cumulative preferred stock and 50,000 shares common stock. The board of directors declared a $3,000 dividend to preferred stockholders after the first year of operations. 20x7 dividends due preferred stockholders ($100,000 x .06) Less 20x7 dividends declared to preferred stockholders 20x7 preferred stock dividends in arrears $6,000 3,000 $3,000 In 20x8, the board of directors declared a $12,000 dividend to be distributed to preferred and common stockholders. How much of the $12,000 can be given to common stockholders and how much belongs to preferred stockholders? Copyright © Houghton Mifflin Company. All rights reserved. 11–21 Dividends in Arrears Illustrated (cont’d) 20x8 declaration of dividends Less 20x7 preferred stock dividends in arrears Available for 20x8 dividends Less 20x8 dividends due preferred stockholders ($100,000 x .06) Remainder available to common stockholders $12,000 3,000 $ 9,000 6,000 $ 3,000 Record the journal entry for the declaration of the dividend: Dec. 31 Dividends 12,000 Dividends Payable Declared a $9,000 cash dividend to preferred stockholders and a $3,000 cash dividend to common stockholders Copyright © Houghton Mifflin Company. All rights reserved. 12,000 11–22 Convertible Preferred Stock Stockholder’s may exchange their shares of preferred stock for shares of common stock at a ratio stated in the company’s preferred stock contract Copyright © Houghton Mifflin Company. All rights reserved. 11–23 Convertible Preferred Stock Illustrated A company issued 1,000 shares of 8 percent, $100 par value convertible preferred stock for $100 per share. Each share can be converted into 5 shares of the company’s common stock at any time. The market value of the common stock is now $15 per share and, in the past, the owner of common stock could expect dividends of $1 per share per year. Per Share Dividends $1 Stock Market Value Common $15 Preferred if converted to common 75 (5 shares x $15) Convertible preferred 100 5 ( 5 shares x $1) 8 At this point, the preferred stockholder receives more in dividends by keeping the preferred shares and is more likely to receive dividends than the common stockholders. Copyright © Houghton Mifflin Company. All rights reserved. 11–24 Convertible Preferred Stock Illustrated (cont’d) A few years later, the dividends paid to common stockholders increase to $3 per share and market value is $30 per share. Stock Common Preferred if converted to common Convertible Preferred Market Value $30 Per Share Dividends $3 150 (5 shares x $30) 100 15 ( 5 shares x $3) 8 At this point, the market value of each share of convertible preferred stock is equivalent to $150 and converting to common would increase dividend payments from $8 per share to the equivalent of $15. Copyright © Houghton Mifflin Company. All rights reserved. 11–25 Callable Preferred Stock Retired at the option of the corporation at a price stated in the preferred stock contract The call price is usually higher than the par value of the stock Reasons to call stock – A desire to pay lower dividends – Because the corporation has enough cash Copyright © Houghton Mifflin Company. All rights reserved. 11–26 Par Value Stock Par value is the amount per share that is recorded in a corporation’s capital stock accounts Xon Corporation is authorized to issue 20,000 shares of $10 par value common stock. The company issues 10,000 shares at $12 per share on January 1, 20xx. Jan. 1 Cash 120,000 Common Stock Additional Paid-in Capital Issued 10,000 shares of $10 par value common stock for $12 per share Copyright © Houghton Mifflin Company. All rights reserved. 100,000 20,000 11–27 Par Value Stock (continued) Balance Sheet Presentation Stockholders’ Equity Section Contributed capital Common stock, $10 par value, 20,000 shares authorized, 10,000 shares issued and outstanding Additional paid-in capital Total contributed capital Retained earnings Total stockholders’ equity Copyright © Houghton Mifflin Company. All rights reserved. $100,000 20,000 $120,000 — $120,000 11–28 No-Par Stock Xon Corporation is authorized to issue 20,000 shares of no-par common stock. Suppose the company issues 10,000 shares at $15 per share on January 1, 20xx. Jan. 1 Cash 150,000 Common Stock Issued 10,000 shares of no-par common stock for $15 per share Assume Xon’s board puts a $10 stated value on its no-par stock. It issues 10,000 shares at $15 per share on January 1, 20xx. Jan. 1 Cash 150,000 Stated value of stock can be any value set by the board unless the state specifies a minimum amount. 150,000 Common Stock Additional Paid-in Capital Issued 10,000 shares of no-par value common stock with $10 stated value for $15 per share Copyright © Houghton Mifflin Company. All rights reserved. 100,000 50,000 11–29 Issuance of Stock for Noncash Assets May issue stock for services or assets Record the transaction at the fair market value of what the corporation is giving up (stock) If fair market value of the stock cannot be determined, use the fair market value of the assets or services received Board of directors has the right to determine the fair value of the property Copyright © Houghton Mifflin Company. All rights reserved. 11–30 Issuance of Stock for Noncash Assets When Xon Corporation was formed on January 1, 20xx, its attorney agreed to accept 100 shares of its $10 par value common stock for services rendered. At the time the stock was issued, its market value could not be determined. For similar services, the attorney would have billed $1,500. Jan. 1 Start-up and Organization Expense Common Stock Additional Paid-in Capital Issued 100 shares of $10 par common stock for attorney’s services Copyright © Houghton Mifflin Company. All rights reserved. 1,500 1,000 500 11–31 Treasury Stock Why do more than 67 percent of large companies repurchase their own stock? Use the stock for employee stock option plans To maintain a favorable market for their stock To increase earnings per share or market price To have shares of stock available for purchasing other companies Attempt to prevent hostile takeovers Copyright © Houghton Mifflin Company. All rights reserved. 11–32 Purchase of Treasury Stock Illustrated On Sept. 15, Caprock Corporation purchases 1,000 shares of its common stock on the market for $50 per share. When treasury stock is purchased, it is usually recorded at cost: Sept. 15 Treasury Stock, Common Cash Acquired 1,000 shares of the company’s common stock for $50 per share Copyright © Houghton Mifflin Company. All rights reserved. 50,000 50,000 11–33 Purchase of Treasury Stock (cont’d) Balance Sheet Presentation Stockholders’ Equity Section Contributed capital Common stock, $5 par value, 100,000 shares authorized, 30,000 shares issued, 29,000 shares outstanding Additional paid-in capital Total contributed capital Retained earnings Total contributed capital and retained earnings Less treasury stock, common (1,000 shares at cost) Total stockholders’ equity $150,000 30,000 $180,000 900,000 $1,080,000 50,000 $1,030,000 Notice that the number of shares issued, and therefore legal capital, has not changed even though the number of shares outstanding has decreased. Copyright © Houghton Mifflin Company. All rights reserved. 11–34 Sale of Treasury Stock Below Cost Dec. 15: Caprock Corporation sells 600 shares of its treasury stock for $42 per share. (Cost was $50 per share.) Dec. 15 Cash Paid-in Capital, Treasury Stock Retained Earnings Treasury Stock, Common Sold 600 shares of the treasury stock for $42 per share; cost was $50 per share When treasury shares are sold below cost, the difference is deducted from Paid-in Capital, Treasury Stock Copyright © Houghton Mifflin Company. All rights reserved. 25,200 4,000 800 30,000 If the Paid-in Capital, Treasury Stock account cannot absorb the full amount of the difference, or doesn’t exist, Retained Earnings absorbs the remainder. 11–35 Retirement of Treasury Stock When the company determines that it will not reissue stock it has purchased If acquisition price < original contributed capital Credit Paid-In Capital, Retirement of Stock If acquisition price > original contributed capital Debit Retained Earnings Copyright © Houghton Mifflin Company. All rights reserved. 11–36