PAID-IN CAPITAL
Fundamental Share Rights
One of the most important features of the corporate form of business is the issuance of capital stock in exchange for capital contributions. Each share of capital stock typically carries the following rights:
1. To share proportionately in profits and losses
2. To share proportionately in management by voting for the board of directors 3. To share proportionately in corporate assets upon liquidation
4. To share proportionately in any new issues of stock of the same class (preemptive rights)
There can be a large variety of stock issues but in essence there are two kinds of capital stock: common stock and preferred stock. Common stockholders have a residual interest in the corporation and receive the benefits of profitable operations and incur the risks of unprofitable operations. Preferred stockholders have certain preferential rights with respect to the receipt of dividends. In exchange for this preference they sacrifice some if not all of the rights attributed to common shareholders.
Preferred Stock
This class of stock is preferred because it gives the stockholders certain preferences over
common stockholders. There is some discussion as to the true status of preferred shareholders. In many respects they are a special class of creditors but for financial accounting purposes we consider them stockholders. The preferences attributed to preferred stock are:
1. Dividends are paid to preferred stockholders first
2. Priority above common stockholders in the event of liquidation 3. Convertible to common shares at the option of the stockholders 4. Callable at the option of the corporation
5. Preferred shareholders are not able to vote on corporate matters
Special Features
Cumulative Preferred Stock: If the corporation fails to declare dividends in year 1 and declares and pays dividends in year 2, stockholders with cumulative preferred stock will received their dividends for both year 1 and year 2 before the common stockholders receive any dividends. Any unpaid dividends from prior years are called dividends in arrears.
Participating Preferred Stock: If preferred stock is participating, then after receiving the prescribed dividend the stockholders participate in dividends with the common stockholders.
Convertible Preferred Stock: At a predetermined ratio preferred stockholders may within a specified period convert their preferred shares for common shares. This gives the preferred stockholders an opportunity to participate in the gain in value of the stock as a result of the success of the company. The conversion is at the option of the stockholder.
future date at a specified price. If the shares are redeemed by the corporation, it must first bring current any dividends in arrears.
Reporting Preferred Stock in the Financial Statements
The par value of preferred stock is listed first in the equity section of the balance sheet followed by the par value of common stock. After the par value of all authorized, issued and outstanding stock is listed then the additional in capital accounts are listed. Again, the additional paid-in capital-preferred stock is listed first followed by the additional paid-paid-in capital-common stock account. This following is the format that should be used when preferred stock has been issued by a corporation:
Capital stock:
Preferred stock, $100 par value, 7% cumulative, 100,000
shares authorized, 30,000 chares issued and outstanding $3,000,000 Common stock, no par, stated value, $10 per share,
500,000 shares authorized, 400,000 shares issued and
398,000 shares outstanding 4,000,000
Common stock, dividend distributable, 20,000 shares 200,000
Total capital stock 7,200,000
Additional paid-in capital:
Additional paid-in capital, preferred stock $150,000
Additional paid-in capital, common stock 840,000 990,000
Total paid-in capital 8,190,000
Retained earnings:
Appropriated for plant expansion 2,200,000
Unappropriated 2,160,000 4,360,000
Total paid-in capital and retained earnings 12,550,000 Less: cost of treasury stock (2,000 shares, common) (190,000) accumulated other comprehensive loss (360,000)
Total shareholder's equity $12,000,000
Shareholders' Equity
Accounting for the Issuance of Shares
The balance sheet normally has three categories of stockholders’ equity. 1. Capital stock
a. Common stock-amounts include only the par or stated value of the common stock issued
b. Preferred stock- amounts include only the par or stated value of the preferred stock issued
2. Additional paid-in capital
b. Preferred stock- amounts include only the premium paid or discount taken on the issuance of preferred stock
3. Retained earnings
a. Accumulation of net income less or net losses less dividends from the beginning date of business
The Concept of Par Value
Typically the par value of stock is extremely low as opposed to the market value. Par value is the state mandated legal capital which cannot be distributed to the stockholders. For each class of stock (common and preferred) there will be a credit to the capital stock account and the additional paid-in capital account when stock is initially sold to investors.
No-par stock would be carried in the books at the issue price with no additional paid-in capital or discount account. This is very rare. In states that allow no-par stock there is normally a stated value that is handled in the same manner as the par value.
Shares Issued for Cash
When stock is sold for cash the entry includes a debit to cash and a credit to one or more paid-in capital equity accounts.
Example: Spencer Corporation sells 100 shares of common stock with a par value of $1 for $500. The journal entry would be as follows:
Account Debit Credit
Cash $500
Common stock $100
Additional paid-in capital, common stock 400
To record the sell of 100 shares of $1 par value common stock for $5 per share. Shares Issued on Credit
When an investor purchases stock on a subscription basis prior to incorporation of the business entity, a partial payment is received and the stock is not issued until the final payment is made.
Example: Prior to incorporation, the organizers of Spencer Company arranged to sell stock on a subscription basis to one of the organizers. The future shareholder agreed to purchase 200 shares of the company’s $1 par value stock for $1,000. A $500 payment was made at the date of
Account Debit Credit
Subscriptions receivable $1,000
Common stock subscribed $200
Additional paid-in capital, common stock 800
Account Debit Credit
Cash $500
Subscriptions receivable $500
To record the subscription of 200 shares of $1 par value common stock for $5 per share.
To record the receipt of $500 on the subscription of 200 shares of $1 par value common stock for $5 per share.
Once the business entity is incorporated shares sold on contract result in the issuance of the shares and the recording of a share purchase contract receivable. This is a promissory note from the subscriber.
The journal entries to record the receipt of the remaining balance on the share purchase contract receivable and the issuance of the shares of common stock are as follows:
Account Debit Credit
Cash $500
Subscriptions receivable $500
Account Debit Credit
Common stock subscribed $200
Common stock $200
To record the issuance of 200 shares of subscribed stock.
To record the receipt of $500, the remaining balance on the stock subscription.
Account Debit Credit
Cash $500
Receivable from share purchase contract 500
Common stock $200
Additional paid in capital, common stock 800 To record the purchase of 200 shares of $1 par value common stock for $5 per share on a share purchase contract.
Stock Issued for Other Than Cash
Stock issued for services or property other than cash should be recorded at the fair market value of the stock issued OR the fair market value of the non-cash consideration received, whichever is more clearly determinable.
Example: Spencer Company enters into a transaction to purchase a patent in exchange for 100 shares of its $1 par value stock. There is no readily determinable market value for the stock or the patent. The company hires an appraiser to determine the fair market value of the patent. The appraiser determines that the patent is worth $6,000, therefore the journal entry to record this non-cash transaction is as follows:
Account Debit Credit
Patent $6,000
Common stock $100
Additional paid in capital, common stock 5,900 To record the issuance of 100 shares of $1 par value common stock in exchange for a patent valued at $6,000.
Stock Issued with Other Securities
There are two methods available to allocate the purchase price in a lump sum sale of more than one class of stock; the proportional method and the incremental method. If the fair market value of each class of stock is known then the allocation can be made using the proportional method. The respective market values are used as a basis for allocation.
Example: Spencer Company purchased 100 shares $1 common stock and 100 shares of $1 preferred stock of Fido Chow for $9,000. At the time of the purchase the fair market value of the common stock was $80 per share and the fair market value of the preferred stock was $50 per share. Using the proportional method the allocation of the purchase price would be as follows:
If in the above example we do know that the market value of the common stock is $80 but we don’t know the market value of the preferred stock then the allocation would be completed as follows:
Lump sum sale $9,000
Allocated to common stock 8,000
Balance allloacted to preferred stock $1,000
Share Issue Costs
Share issue costs are those costs that are incurred by the corporation in bringing the stock to market. They include legal, accounting, promotional costs and the fees charged by the
investment bankers. All such costs reduce the amount of cash that the company received from the stock issue. Rather than treating this as an expense it is debited to the paid-in capital, excess of par account.
Example: Spencer Company issued 10,000 shares $5 par value common stock at a market price of $30 per share. The stock issue costs to bring this stock issue to market were $5,000. The journal entry to record the issuance of this stock is as follows:
ACCOUNT DEBIT CREDIT
Cash 295,000
Common stock 50,000
Paid-in capial, excess of par 245,000
To record the issuance of 10,000 shares of common stock
Analysis of cash received:
Number of shares issued 10,000
Market price per share 30
Gross selling price 300,000
Less: issue costs 5,000
Cash received 295,000
Reacquisition of Shares
Accounting for Retired Shares
existing credit balance in the account. If there is a loss, in excess of the balance in the paid-in capital, share repurchase account, it is debited to retained earnings.
Example: Spencer Company retired 1,000 shares of $5 par value stock that was originally issued at $30 per share. If the repurchase price is $27 per share the journal entry to record the transaction would be as follows:
ACCOUNT DEBIT CREDIT
Common stock 5,000
Paid-in capital, excess of par 25,000
Paid-in capital, share repurchase 3,000
Cash 27,000
To record the repurchase of 1,000 shares of common stock at $27
Assuming that there is no balance in the paid-in capital, share repurchase account, if the stock was repurchased at $32 per share the journal entry to record the transaction would be as follows:
ACCOUNT DEBIT CREDIT
Common stock 5,000
Paid-in capital, excess of par 25,000
Retained earnings 2,000
Cash 32,000
To record the repurchase of 1,000 shares of common stock at $32 Accounting for Treasury Stock
When a corporation repurchases its own stock and it is not retired, the stock is referred to as treasury stock. Treasury stock is not an asset but rather a contra-equity account.
If stock has been repurchased, the balance sheet will reflect this debit balance account in the equity section. The following is an example of the equity section of a balance sheet for Spencer Company after it acquired 100 shares of treasury stock for $7,000.
Shareholders' equity
Paid-in Capital
Common stock, $1 par value, 5,000 shares authorized
and issued, 4,900 shares outstanding $5,000
Additional paid-in capital 20,000
Total paid-in capital 25,000
Retained earnings 180,000
There are two methods of recording the purchase of treasury stock. The cost method is the most widely used in practice. In this approach the total reacquisition cost is debited to the treasury stock account. As you can see from the example above the treasury stock account is reported as a reduction in stockholders equity on the balance sheet. The application of the par value method is discussed in appendix 15A of your textbook.
Example: Spencer Company acquired 100 shares of its own stock for $7,000. This transaction would be recorded as follows:
Account Debit Credit
Treasury stock $7,000
Cash $7,000
To record the purchase of 100 shares of treasury stock. Resale of Shares
If treasury stock is sold above the reacquisition cost then there will be an increase in additional paid-in capital to reflect this increase in contributed capital. Note that the credit goes into a separate additional paid-in capital account entitled “Additional paid-in capital-treasury stock.” In the above example, Spencer Company purchase treasury stock for $7,000. Now if the company resells the treasury stock for $10,000 the following journal entry would record the transaction:
Account Debit Credit
Cash $10,000
Treasury stock $7,000
Additional paid-in capital, treasury stock 3,000 To record the sale of 100 shares of treasury stock.
There are situations in which the company may be required to resell the treasury stock at a loss. If Spencer Company had to sell the above treasury stock for $5,000 the following journal entry would record the transaction:
Account Debit Credit
Cash $5,000
Additional paid-in capital, treasury stock 2,000
Treasury stock $7,000
To record the sale of 100 shares of treasury stock.
Account Debit Credit
Cash $5,000
Retained earnings 2,000
Treasury stock $7,000
To record the sale of 100 shares of treasury stock.
Retiring Treasury Stock
When treasury stock is retired it is removed from further circulation. For financial reporting purposes it is authorized but not issued stock. To retire treasury stock the original common stock and additional paid-in capital-common stock accounts are debited for the amounts involved in the original issue. The treasury stock account is credited for the amount paid when the stock was reacquired. If the company paid more for the treasury stock then it received in the original issue the difference is debited to retained earnings. If the company paid less for the treasury stock then it received in the original issue the difference is credited to additional paid-in capital-treasury stock.
Example: Spencer Company decides to retire 1,000 shares of treasury stock that it purchased in the open market for $100,000. The stock has a par value of $1 and was originally sold for $80,000. The company paid more for the treasury stock then received in the original issue. Therefore the journal entry would be as follows:
ACCOUNT DEBIT CREDIT
Common stock 1,000
Additional paid-in capital, common stock 79,000
Retained earnings 20,000
Treasury stock 100,000
TREASURY STOCK > ORIGINAL ISSUE
In the above example, assume that Spencer Company retires 1,000 shares of treasury stock that it purchased in the open market for $60,000. The par value and original selling price are
unchanged. In this case the company paid less for the treasury stock then received in the original issue. Therefore the journal entry would be as follows:
ACCOUNT DEBIT CREDIT
Common stock 1,000
Additional paid-in capital, common stock 79,000
Treasury stock 60,000
Additional paid-in capital, treasury stock 20,000
