16.2 The Issuance of Common Stock
At the end of this section students should be able to meet the following objectives:
- Identify the legal rights normally held by the owners of a corporation’s common stock.
- Describe the responsibilities of a board of directors.
- Explain the terms “authorized,” “outstanding,” “issued,” and “par value” in relation to common stock.
- Record the issuance of common stock for cash.
- Record the issuance of common stock for a service or for an asset other than cash.
Question: Several accounts frequently appear in the shareholders’ equity section of a balance sheet reported by a corporation. Each has its own particular meaning. For example, as of January 1, 2011, the Kellogg Company reported the information shown in Figure 16.1 "Shareholders’ Equity—Kellogg Company as of January 1, 2011" (all numbers in millions).
Figure 16.1 Shareholders’ Equity—Kellogg Company as of January 1, 2011
Some of the terms shown in Figure 16.1 "Shareholders’ Equity—Kellogg Company as of January 1, 2011" have been examined previously, others have not.
- For example, “retained earnings” was described in earlier chapters as the increase in net assets generated as net income over the life of a business less any amounts distributed as dividends during that same period.
- In the earlier discussion of investments in available for sale securities, “accumulated other comprehensive income” was introduced because this balance sheet category reflected unrealized changes in fair value. For those investments, gains and losses caused by the rise and fall of stock prices are not included within net income. Rather, they are reported within this section of stockholders’ equity.
Common stockA type of capital stock that is issued by every corporation; it provides rights to the owner that are specified by the laws of the state in which the organization is incorporated. has also been mentioned in connection with the capital contributed to a corporation by its owners. As can be seen in Figure 16.1 "Shareholders’ Equity—Kellogg Company as of January 1, 2011", Kellogg communicates additional information about its common stock such as the number of authorized and issued shares as well as par value. What is common stock? Answering this question seems a logical first step in analyzing the information provided by a company about its capital shares.
Answer: Common stock represents the basic ownership of a corporation. One survey found that common stock is the only type of capital stock issued by approximately 90 percent of corporations.Matthew Calderisi, senior editor, Accounting Trends & Techniques, 63rd edition (New York: American Institute of Certified Public Accountants, 2009), 299. Obtaining shares of a company’s common stock provides several distinct rights. However, the specific rights are set by the laws of the state of incorporation and do vary a bit from state to state, although the following are typical.Although the Kellogg Company has its headquarters in Battle Creek, Michigan, the company is incorporated in the state of Delaware. Thus, the laws of Delaware set the rights of the common stock shares for this company.
- Based on state laws and the corporation’s own rules, the owners of common stock are allowed to vote on a few specified issues. By far the most prevalent is the election of the board of directorsA group that oversees the management of a corporation; the members are voted to this position by stockholders; it hires the management to run the company on a daily basis and then meets periodically to review operating, investing, and financing results and also to approve policy and strategy.. As mentioned previously, these individuals represent the ownership of the corporation in overseeing the management. The board of directors meets periodically (annually, quarterly, or as necessary) to review the financial results as well as the future plans and operating strategy developed by management. The board provides guidance and changes where necessary. A list of the individuals (often ten to twenty-five) who serve in this capacity is typically included in a corporation’s annual report, often just after the financial statements.
- The responsibilities of the board of directors can vary rather significantly from company to company. Some boards do little whereas others are heavily involved in policy making. For example, a note to the financial statements of Starbucks Corporation explained, “We may repurchase shares of Starbucks common stock under a program authorized by our Board of Directors.” Apparently, approval of this particular program fell within the designated responsibilities of the Starbucks board.
- One of the most important decisions for any board of directors is the declaration of dividends. Management cannot pay dividends to shareholders without specific approval by the board. Dividends cause the company (and specifically its cash balances) to get smaller so careful consideration of the impact must be made before declaration is approved. Stockholders like to receive dividends but do not want the company’s future to be imperiled as the size shrinks.
- If dividends are paid on common stock, all stockholders share in them proportionally. Although dividends are never guaranteed, the owners must be treated fairly if dividends are distributed. An owner who holds 12 percent of the outstanding common stock is entitled to 12 percent of any dividends paid on common stock. The board of directors cannot reward some common shareholders while ignoring others.
- Should the company ever be liquidated, the common stock shareholders are entitled to share proportionally in any assets that remain after all liabilities and other claims are settled. Unfortunately, most liquidations result from a severe financial crisis so that holding assets at the end of the process is rare.
Capital Stock Terminology
Question: “Authorized,” “issued,” “outstanding,” and “par value” are terms mentioned by the Kellogg Company in Figure 16.1 "Shareholders’ Equity—Kellogg Company as of January 1, 2011" in describing its ownership shares. What terms are associated with capital stock and what do each of them mean?
AuthorizedThe maximum number of shares that a corporation can issue based on the articles of incorporation approved by the state government at the time of incorporation.. In applying to the state government as part of the initial incorporation process, company officials indicate the maximum number of capital shares they want to be allowed to issue. This approved limit is the authorized total. Corporations often set this figure so high that they never have to worry about reaching it. However, states normally permit authorization levels to be raised if necessary.
IssuedThe number of shares of a corporation that have been sold or conveyed to owners.. The number of issued shares is simply the quantity that has been sold or otherwise conveyed to owners. According to Figure 16.1 "Shareholders’ Equity—Kellogg Company as of January 1, 2011", Kellogg reports that the state of Delaware authorized one billion shares of common stock, but only about 419 million have actually been issued to stockholders as of the balance sheet date. The remaining unissued shares are still available if the company needs to raise money in the future by selling additional capital stock.
OutstandingThe number of shares of a corporation that are currently in the hands of the public; it is the shares that have been issued since operations first began less any treasury shares repurchased and still held by the corporation.. The total amount of stock currently in the hands of the public is referred to as the shares “outstanding.” Shares are often bought back by a corporation from its stockholders and recorded as treasury stock. Thus, originally issued shares are not always still outstanding. According to the information provided, Kellogg has acquired nearly 54 million treasury shares. Thus, on the balance sheet date, the company has roughly 365 million shares of common stock outstanding in the hands of its stockholders (419 million issued less 54 million treasury shares). This number is quite important because it serves as the basis for dividend payments as well as any votes taken of the stockholders.
Par valueA number printed on a stock certificate to indicate the minimum amount of money owners must legally leave in the business; it is generally set at a low amount to avoid legal complications.. The most mysterious term on a set of financial statements might well be “par value.” Decades ago, the requirement was established in many states that a par value had to be set in connection with the issuance of capital stock. This par value is printed on the face of each stock certificate and indicates (depending on state law) the minimum amount of money that owners must legally leave in the business. By requiring a par value to be specified, lawmakers hoped to prevent the declaration of a cash dividend that was so large it would bankrupt the company, leaving creditors with no chance of repayment. The owners had to leave the set par value in the company.
Traditionally, companies have gotten around this limitation by setting the par value at an extremely low number.Many other laws have been passed over the years that have been much more effective at protecting both creditors and stockholders. For example, Kellogg discloses a par value of $0.25 for its common stock, which is actually quite high. Many companies report par values that fall between a penny and a nickel. The April 30, 2011, balance sheet for Barnes & Noble shows a par value for its common stock of one-tenth of a penny.
Several years ago the Catawba Corporation was incorporated. The company was authorized to issue ten million shares of $0.02 par value common stock. Currently, eight million shares remain unissued. In addition, the company is holding 25,000 treasury shares. How many shares are issued and how many shares are outstanding, respectively, for Catawba Corporation?
- Issued—18,000,000, Outstanding—1,975,000
- Issued—10,000,000, Outstanding—2,000,000
- Issued—2,000,000, Outstanding—2,025,000
- Issued—2,000,000, Outstanding—1,975,000
The correct answer is choice d: Issued—2,000,000, Outstanding—1,975,000.
The Catawba Corporation was authorized to issue ten million shares but still has eight million shares unissued. Apparently, two million have been issued to date. However, 25,000 of these shares were bought back from stockholders as treasury stock. Thus, only 1,975,000 shares are outstanding (in the hands of the stockholders) at the current time.
Reporting the Issuance of Common Stock
Question: Over the years, one residual accounting effect has remained from the legal requirement to include a par value on stock certificates. This figure continues to be used in reporting the issuance of capital stock. Thus, if Kellogg sells one share for cash of $46.00 (the approximate value on the New York Stock Exchange during the fall of 2011), the common stock account is increased but only by its $0.25 par value. Kellogg receives $46.00 but the par value is $0.25. How can this journal entry balance? How does a company report the issuance of a share of common stock for more than par value?
Answer: A potential stockholder contributes assets to a company to obtain an ownership interest. In accounting, this conveyance is not viewed as an exchange. It is fundamentally different than selling inventory or a piece of land to an outside party. Instead, the contribution of monetary capital is an expansion of both the company and its ownership. As a result, no gain, loss, or other income effect is ever reported by an organization as a result of transactions occurring in its own stock. An investor is merely transferring assets to a corporation to be allowed to join the ownership.
Consequently, a second shareholders’ equity balance is created to report the amount received from owners above par value. As shown in Figure 16.1 "Shareholders’ Equity—Kellogg Company as of January 1, 2011", Kellogg uses the title capital in excess of par valueA figure that represents the amount received by a corporation from the original issuance of capital stock that is above the par value listed on the stock certificate; it is also referred to as additional paid in capital. but a number of other terms are frequently encountered in practice such as “additional paid-in capital.” Therefore, Kellogg records the issuance of a share of $0.25 par value common stock for $46 in cash as shown in Figure 16.2 "Issuance of a Share of Common Stock for Cash".A few states allow companies to issue stock without a par value. In that situation, the entire amount received is entered in the common stock account.
Figure 16.2 Issuance of a Share of Common Stock for Cash
On a balance sheet, within the stockholders’ equity section, the amount owners put into a corporation when they originally bought stock is the summation of the common stock and capital in excess of par value accounts. This total reflects the assets conveyed to the business to gain capital stock. For Kellogg, this figure is $600 million as shown in Figure 16.3 "Kellogg Common Stock and Capital in Excess of Par Value, January 1, 2011". That is the amount of assets received by this company from its owners since operations first began.
As mentioned in a previous chapter, the sales of capital stock that occur on the New York Stock Exchange or other stock markets are between two investors and have no direct effect on the company. Those transactions simply create a change in the ownership.
Figure 16.3 Kellogg Common Stock and Capital in Excess of Par Value, January 1, 2011
When incorporated by the state of Nebraska, Stan Company was authorized to issue ten million shares of common stock with a $0.10 par value. At first, one million shares were issued for $5 per share. Later, another four million were issued at $6 per share. What is the amount to be reported as the capital in excess of par value and also as the total of contributed capital?
- Capital in Excess of Par Value—$500,000, Contributed Capital—$1,000,000
- Capital in Excess of Par Value—$28,500,000, Contributed Capital—$29,000,000
- Capital in Excess of Par Value—$28,800,000, Contributed Capital—$30,000,000
- Capital in Excess of Par Value—$29,000,000, Contributed Capital—$30,000,000
The correct answer is choice b: Capital in Excess of Par Value—$28,500,000, Contributed Capital—$29,000,000.
Stan issued one million shares for $5 each for contributed capital of $5 million. The corporation then issued four million more shares for $6 each or a total of $24 million. Total contributed capital is $29 million ($5 million plus $24 million). Common stock is recorded at the par value of these shares or $500,000 (five million shares issued with a par value of $0.10 each). The remaining $28.5 million of the contribution ($29 million less $500,000) is reported as capital in excess of par value.
Issuing Common Stock in Noncash Exchanges
Question: Common stock is sometimes issued in exchange for property or personal services rather than for cash. Such capital contributions are especially prevalent when a small corporation is first getting started. Potential owners may hold land, buildings, machinery, or other assets needed by the business. Or, an accountant, attorney, engineer, or the like might be willing to provide expert services and take payment in stock. This arrangement can be especially helpful if the business is attempting to conserve cash. What recording is made if common stock is issued for a service or an asset other than cash?
Answer: The issuance of stock for a service or asset is not technically a tradeAs mentioned earlier, the issuance of capital stock is not viewed as a trade by the corporation because it merely increases the number of capital shares outstanding. It is an expansion of both the company and its ownership. That is different than, for example, giving up an asset such as a truck in exchange for a computer or some other type of property. but merely an expansion of the ownership. However, the accounting rules are the same. The asset or the service received by the corporation is recorded at the fair value of the capital stock surrendered. That figure is the equivalent of historical cost. It reflects the sacrifice made by the business to obtain the asset or service. However, if the fair value of the shares of stock is not available (which is often the case for both new and small corporations), the fair value of the property or services received becomes the basis for reporting.
To illustrate, assume that a potential investor is willing to convey land with a fair value of $125,000 to the Maine Company in exchange for an ownership interest. During negotiations, officials for Maine offer to issue ten thousand shares of $1 par value common stock for this property. The shares are currently selling on a stock exchange for $12 each. The investor decides to accept this proposal rather than go to the trouble of trying to sell the land.
The “sacrifice” made by the Maine Company to acquire this land is $120,000 ($12 per share × 10,000 shares). Those shares could have been sold to the public to raise that much money. Instead, Maine issues them directly in exchange for the land and records the transaction as shown in Figure 16.4 "Issue Ten Thousand Shares of Common Stock Worth $12 per Share for Land".
Figure 16.4 Issue Ten Thousand Shares of Common Stock Worth $12 per Share for Land
If this stock was not selling on a stock exchange, fair value might not have been apparent. In that situation, the Maine Company recognizes the land at its own fair value of $125,000 with an accompanying $5,000 increase in the capital in excess of par value account.
Common stock forms the basic ownership units of most corporations. The rights of the holders of common stock shares are set by state law but normally include voting for the board of directors, the group that oversees operations and guides future plans. Financial statements often disclose the number of authorized shares (the maximum allowed), issued shares (the number that have been sold), and outstanding shares (those currently in the hands of owners). Common stock usually has a par value although the meaning of this figure has faded in importance over the decades. Upon issuance, common stock is recorded at par value with any amount received above that balance reported in an account such as capital in excess of par value. If issued for a service or asset other than cash, the financial recording is based on the fair value of the shares surrendered. However, if a reasonable estimation of value is not available, the fair value of the asset or service is used.