LETTER OF SUBMITTAL VII
From 1920 to 1926, inclusive, the large dividend distributions in
stock and cash, more particularly the former, reduced the average
surplus per dollar of capitalization for these 2,971 companies from
$1.07 to $0.53. Surplus per dollar of capitalization at the close of
1926, therefore, was below that at the beginning of 1913, when it
amounted to $0.60.
The declaration of stock dividends at the rate prevailing in the
last few years does not appear to be the result of any controlling
necessity and seems to be of questionable advantage as a business
policy. In the first place, the reduction of surplus through a stock
dividend leaves the stockholder’s equity in a corporation precisely
the same as it was, as measured by its book value. The result in
this respect is the same as if the corporation increased the number
of shares of its capital stock by splitting the original quantity into
the same number as is outstanding as a result of the stock dividend.
Second, the stock-dividend policy places permanently beyond the
reach of shareholders for purposes of any subsequent’ distribution in
cash or other assets whatever part of the surplus is capitalized.
From the standpoint of the corporation it has been argued that this
is an advantage because new capital has in effect been thus per-
manently obtained without the necessity of selling new securities.
But, essentially, this is only an argument for financing capital
requirements from earnings and hence 1s not inseparably or peculiarly
related to stock dividends.
Third, the capitalization of surplus automatically reduces the total
surplus, surplus per dollar of stock capitalization, and surplus per
share below that which would be available if the capital stock is
split into the same total number of shares. The corporation surplus
serves as a reserve fund out of which dividends may be paid when
not earned during the current year and against which losses and
adjustments (if not too large) may be charged, thus avoiding possible
impairment of the capital investment and mability to pay dividends
without a readjustment of capital structure, even though such
dividends are earned. On the other hand, where no stock dividends
are declared shareholders may get a wrong impression of the nature
of their property if the surplus has in major part been already em-
bodied in fixed assets. The capitalization of that part of accumu-
lated surplus thereby rendered unavailable for dividends or for
reserve funds that may be needed later might be defended, under
such circumstances, as a desirable correction of capital accounts.
Had capital stock “split ups’ been substituted even to a com-
paratively limited extent for stock dividends from 1920 to 1926
each shareholder might have possessed as many shares as he held
at the end of that period, but each share would have been somewhat
better protected, mn so far as surplus serves as a protection to
shareholders.
The foregoing statements should not be taken as favoring the
creation of an excessive surplus, or its indiscriminate investment.
Even though it is necessary or desirable for one reason or another
to pursue a policy of building up a large surplus from earnings and
reinvesting it in the business, it does not follow that it is either
necessary or desirable to capitalize that surplus to the extent pre-
vailing in the last few years.
By the commission.
W. E. Humparey, Chairman.