Cyclopedia of Commerce, Accountancy, Business Administration, v. 04 (of 10)
3. John Davis and Daniel Greene own the La Belle mine, and to secure
942 words | Chapter 28
capital for its development they decide to organize a mining company
and to sell shares. A corporation is organized with a capitalization of
$1,000,000.00 in shares of $1.00 each. Of this stock 999,000 shares are
issued to Davis and Greene, each receiving an equal number, and they,
in turn, deed the La Belle mine to the company. The remaining 1,000
shares are subscribed and paid for by Martin Otis. Davis and Greene
donate to the treasury 49,800 shares to be sold for the purpose of
securing working capital. The directors, by proper resolution, decide
to sell 200,000 shares: 50,000 shares to be sold at 20 cents on the
dollar, 50,000 shares at 25 cents, and 100,000 shares at 35 cents. The
resolution also provides that the corporation's liability for working
capital shall be no more than the amount realized from the sale of
treasury stock. Subscriptions are received for the 200,000 shares and
payments are made at the prices specified.
Make all necessary entries to get these transactions properly recorded
on both the general and stock books.
STOCK ISSUED FOR PROMOTION
=32.= Frequently when a corporation is organized, stock is issued to
a promoter as payment for his services. An enterprise may have great
latent possibilities provided sufficient capital can be secured for
its development, but until the possibilities for making a profit can
be clearly shown, it is difficult to interest the investing public.
To interest investors in an enterprise yet to be developed requires a
special talent not possessed by the average owner of a patent, mine, or
process. There are men who possess this special talent and who make a
business of promoting companies.
In many cases--probably most cases--the owner of the thing to be
promoted has no money with which to pay the promoter. Consequently, the
promoter first satisfies himself that the enterprise actually holds
possibilities of profit and then agrees to accept all or a part of
his fees in the stock of the company. The portion of his fee that he
is willing to accept in stock, and the number of shares demanded, is
governed largely by his own faith in the enterprise. His fee may be
a certain per cent on the stock sold, or it may be an arbitrary sum
represented by a certain number of shares. When he accepts his entire
fee in stock, it may represent from 25 per cent to 50 per cent of the
entire capitalization, and while the fee may appear exorbitant when
represented by the par value of the stock, its actual value to him is
represented by the _real_ value of the stock, or the price at which he
could sell it.
Volumes might be written on the subject of promotion, but our special
concern is the proper treatment of promotion fees on the books of the
company. Strictly speaking, promotion fees are as much an expense as
the cost of printing the company's prospectus, but to immediately
charge it to expense would, in many cases, cause the accounts to show
an impairment of capital at the outset. Suppose, for example, that a
corporation is organized with a capital of $100,000.00 all paid in
cash. The promoter is paid a fee of $15,000.00. Profits earned--trading
profits--in the first year are $8,000.00, but we have a charge of
$15,000.00 for promotion in the expense account. The books show that
the company is insolvent, the liabilities being $7,000.00 in excess of
the assets, while the business actually is in a healthy condition.
Expenses paid in the regular course of business are expected to be
off-set by earnings. When we pay rent for a store or office we expect
that, by reason of our occupancy of that store or office as a place of
business, our earnings will be increased in an amount greater than that
paid for rent. Promotion expense cannot, in itself, produce earnings.
The cash, or other form of asset, received from the sale of stock--the
direct result of promotion expense--is off-set by the stock liability
created. Earnings to off-set promotion expense must come from future
operations of the business.
It has become quite the general custom, therefore, to allow the expense
incident to the organization of the company to stand on the books as
a fictitious asset, under some such caption as _promotion expense_,
_promotion fund_, or _organization expense_. The amount is gradually
reduced by charging a stated per cent to profit and loss each year.
There is another special reason why it would be manifestly unfair
to immediately charge promotion fees to expense. Suppose a promoter
receives 20% of the stock for his services, while the holders of the
remaining 80% have paid cash for their shares. Since the 80 per cent
paid in cash must earn dividends on the entire 100 per cent of stock,
it would be unjust to the holders of the 80 per cent to withhold
dividends until the par value of the 20 per cent of stock shall have
been added to the assets of the company from profits earned.
=The Entry.= A patent is owned by Geo. Davis, who secures the services
of Wm. Lane to promote a company to undertake its manufacture. The
corporation is capitalized at $500,000.00. Davis sells the patent to
the company receiving $250,000.00 stock in payment, and Lane receives
$25,000.00 stock for promotion, when he has secured subscriptions for
the remaining $225,000.00 at par. The entries to record the issue of
stock to Lane for promotion are:
Subscriptions $25,000.00
Capital stock $25,000.00
Subscription of
Wm. Lane
Promotion expense 25,000.00
Wm. Lane 25,000.00
Fee due Wm. Lane for
promotion of company
and sale of sto
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