27th Edition
WARREN + 5 others
ISBN: 9781337272094




27th Edition
WARREN + 5 others
ISBN: 9781337272094
Textbook Problem

Issuing stock

Epstein Engineering Inc. began operations on January 5, 20Y8, with the issuance of’ 500.000 shares of $80 par common stock. The sole stockholders of Epstein Engineering Inc. are Barb Abrams and Dr. Amber Epstein, who organized Epstein Engineering Inc. with the objective of developing a new flu vaccine. Dr. Epstein claims that the flu vaccine, which is nearing the final development stage, will protect individuals against 90% of the flu types that have been medically identified. To complete the project. Epstein Engineering Inc. needs $25,000,000 of additional funds. The local banks have been unwilling to loan the funds because of the lack of sufficient collateral and the riskiness of the business. The following is a conversation between Barb Abrams, the chief executive officer of Epstein Engineering Inc., and Amber Epstein, the leading researcher:

Barb: What are we going to do? The banks won t lean us any more money, and we've got to have $2S million to complete the project. We are so close! It would be a disaster to quit row. The only thing I can think of is to issue additional stock. Do you have any suggestions?

Amber: I guess you're right. But if the banks won't loan us any more money, how can we find any investors to buy stock?

Barb: I've been thinking about that. What if we promise the investors that we will pay them 5% of sales until they receive an amount equal to what they paid for the stock?

Amber: What happens when we pay back the $25 million? Do the investors get to keep the stock? If they do, it1l dilute our ownership.

Barb: How about if after we pay back the $25 million, we make them turn in their stock for SI 20 per share? That's one and one-half times what they paid for it and they would have already gotten all their money back. That's a $ 120 profit per share for the investors.

Amber: It could work. We get our money but don't have to pay any interest, dividends, or the S80 per share until we start generating sales. At the same time, the investors could get their money back plus $ 120 per share profit.

Barb: We’ll need current financial statements for the new investors. I'll get our accountant working on them and contact our attorney to draw up a legally binding contract fey the new investors. Yes, this could work.

In late 20Y8, the attorney and the various regulatory authorities approved the new stock offering, and 312,500 shares of common stock were privately sold to new investors at the stock's par of $80. In preparing financial statements for 20Y8, Barb Abrams and Dan Fisher, the controller for Epstein Engineering Inc., have the following conversation:

Dan: Barb, I've got a problem.

Barb: What's that, Dan?

Dan: Issuing common stock to raise that additional $25 m ill ion was a great idea. But...

Barb: But what?

Dan: I’ve got to prepare the 20Y8 annual financial statements, and I am not sure how to classify the common stock.

Barb: What do you mean? It's common stock.

Dan: I’m not so sure. I called the auditor and explained how we are contractually obi ¡gated to pay the new stockholders 5% of sales until $8O per share is paid. Then we may be obligated to pay them $ 120 per share.

Barb:: So...

Dan: So the auditor thinks that we should classify the additional issuance of $25 million as debt, not stock! And if we put the S 25 million on the balance sheet as debt, we will violate our other loan agreements with the banks.

And if these agreements are violated, the banks may call in all our debt immediately. If they do that we are in deep trouble. We'll probably have to file for bankruptcy. We just don't have the cash to pay off the banks.

  1. 1. Discuss the arguments for and against classifying the issuance of the $25 million of stock as debt.
  2. 2. What might be a practical solution to this classification problem?


To determine

Common stock: These are the ordinary shares that a corporation issues to the investors in order to raise funds. In return, the investors receive a share of profit from the profits earned by the corporation in the form of dividend.

Case study

To discuss: The arguments for and against classifying the issuance of the $25 million of stock as debt.


The case is about whether the securities can be issued as stock or debt, since the securities is proposed to be issued in the characteristics of both the stock and debt.

Argument for classifying the issuance of common stock as debt:

The key argument for classifying the issuance of common stock as debt is that the potential investors have a legal right to an amount, which is equivalent to the purchase price of the security. In addition with the invested money, investors would get $120 million in future additionally. It is argued that this additional payment is equivalent to an interest payment. This security is proposed to issue at its face value (purchase price) and additional payment in future represents interest. Both of this features is a feature of note payable and bond payable...


To determine

To elect: A practical Explanation to this classification problem.

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