When it comes to dividends and liquidation, the owners of preferred stock have preferential treatment over the owners of common stock. Preferred stockholders receive their dividends before the common stockholders receive theirs. In other words, if the corporation does not declare and pay the dividends to preferred stock, there cannot be a dividend on the common stock. In return for these preferences, the preferred stockholders usually give up the right to share in the corporation's earnings that are in excess of their dividends.
To illustrate how preferred stock works, let's assume a corporation has issued preferred stock with a stated annual dividend of $9 per year. The holders of these preferred shares must receive the $9 per share dividend each year before the common stockholders can receive a penny in dividends. But the preferred shareholders will get no more than the $9 dividend, even if the corporation's net income increases a hundredfold. (Participating preferred stock is an exception and will be discussed later.) In times of inflation, owning preferred stock with a fixed dividend and no maturity or redemption date makes preferred shares less attractive than its name implies.
Par Value of Preferred Stock
The dividend on preferred stock is usually stated as a percentage of par value. Hence, the par value of preferred stock has some economic significance. For example, if a corporation issues 9% preferred stock with a par value of $100, the preferred stockholder will receive a dividend of $9 (9% times $100) per share per year. If the corporation issues 10% preferred stock having a par value of $25, the stock will pay a dividend of $2.50 (10% times $25) per year. In each of these examples the par value is meaningful because it is a factor in determining the dividend amounts.
If the dividend percentage on the preferred stock is close to the rate demanded by the financial markets, the preferred stock will sell at a price that is close to its par value. In other words, a 9% preferred stock with a par value of $50 being issued or traded in a market demanding 9% would sell for $50. On the other hand, if the market demands 8.9% and the stock is a 9% preferred stock with a par value of $50, then the stock will sell for slightly more than $50 as investors see an advantage in these shares.
Issuing Preferred Stock
To comply with state regulations, the par value of preferred stock is recorded in its own paid-in capital account Preferred Stock. If the corporation receives more than the par amount, the amount greater than par will be recorded in another account such as Paid-in Capital in Excess of Par - Preferred Stock. For example, if one share of 9% preferred stock having a par value of $100 is sold for $101, the following entry will be made.
Features Offered in Preferred Stock
Corporations are able to offer a variety of features in their preferred stock, with the goal of making the stock more attractive to potential investors. All of the characteristics of each preferred stock issue are contained in a document called an indenture.
Nonparticipating vs. Participating
Generally speaking, preferred stockholders only receive their stated dividends and nothing more. If a preferred stock is described as 10% preferred stock with a par value of $100, then its dividend will be $10 per year (whether the corporation's earnings were $10 million or $10 billion). Preferred stock that earns no more than its stated dividend is the norm; it is known as nonparticipating preferred stock.
Occasionally a corporation issues participating preferred stock. Participating preferred stock allows for dividends greater than the stated dividend. Since this feature is unusual, it is prudent to assume that all preferred stock is nonparticipating unless it is clearly stated otherwise.
Cumulative vs. Noncumulative
If a preferred stock is designated as cumulative, its holders must receive any past dividends that had been omitted on the preferred stock and its current year dividend, before common stockholders are paid any dividends. (A corporation might omit its dividends because it is suffering operating losses and has little cash available.) If a corporation omits a dividend on its cumulative preferred stock, the past, omitted dividends are said to be "in arrears" and this must be disclosed in the notes to the financial statements.
If a preferred stock is noncumulative, its dividends will not be in arrears if a corporation omits dividends. That is, the corporation need not make up any omitted dividends on noncumulative preferred stock before declaring dividends. However, the noncumulative preferred stock must be given its current year dividend before the common stock can get a dividend.
If a corporation has 10% preferred stock outstanding and market rates decline to 8%, it makes sense that the corporation would like to eliminate the 10% preferred stock and replace it with 8% preferred stock. On the other hand, the holders of the 10% preferred stock bought it with the assumption of getting the 10% indefinitely. Anticipating such a situation, the preferred stock will usually have a stipulation that the corporation can "call in" (retire) the preferred stock at a certain price. This price is referred to as the call price and it might be 110% of the par amount (par plus one year's dividend).
Occasionally, a corporation's preferred stock states that it can be exchanged for a stated number of shares of the corporation's common stock. If that is the case, the preferred stock is said to be convertible preferred. For example, a corporation might issue shares of 8% convertible preferred stock which can be converted at any time into three shares of common stock. The preferred stockholder receives the usual preferences, but in addition has the potential to share in the success of the corporation. If the common stock is selling for $20 per share at the time the preferred shares are issued, the preferred stock is more valuable because of its dividend. However, if the company's success increases the value of the common stock to $40 per share, the convertibility feature is more valuable since the preferred stock is now worth $120 per share. (The preferred stock can be exchanged for 3 shares of common stock worth $40 each). The preferred stockholder could sell the preferred stock at the market price of $120 per share, or, could have the corporation issue three shares of common stock in exchange for each share of preferred stock.
Combination of Features
The strength of the corporation, coupled with the status of key financial markets, all influence the features that are offered with a given preferred stock. If a corporation is not attractive to potential investors, the preferred stock might need both the cumulative and the fully participating features in order to sell. On the other hand, a successful blue chip corporation might easily sell its preferred stock as noncumulative and nonparticipating. If a corporation wants to conserve its cash, it may offer a convertibility feature in order to have a lower dividend rate.