What’s The Deal With Negative Shareholder Equity?

Are you tossing and turning at night worrying about negative shareholder equity?  Does this accounting anomaly fill your thoughts, robbing you of a good night sleep?  Does your significant other turn to you and say in a sultry bedroom voice, “Oh darling, tell me about the negative shareholder equity again…”

No, probably not. (Unless accounting puts him or her to sleep)

If your an investing nerd like me however, negative shareholder equity is an investing topic that’s fascinating… yet very much ignored by the investing press.


Probably because it’s a weird accounting artifact, and the general public could care less about accounting…


What Is Negative Shareholder Equity?

When you invest in a stock, you’re actually buying that company’s assets — The buildings, the inventory, the contracts and the bank accounts.  It’s not just a piece of paper!  Along with those assets, you’re also getting the liabilities — the debts, the accounts payable, taxes payable, and all other forms of liability.

It’s a balanced package and the difference between the two is shareholder equity:

Assets – Liabilities = Shareholder Equity

Most of the time in a healthy company, shareholder equity will be a positive number.  Perhaps the company earns cash and then puts that cash in a bank account, piling onto the asset side of the balance sheet.  But because it’s balanced, this also means we have to add the same amount to Retained Earnings in Shareholder Equity

Assets (+$$) = Shareholder Equity (+$$) + Liabilities

Or, perhaps the company uses the cash they earn to pay down debt.  This lowers the liabilities side of the balance sheet and ensures positive shareholder equity.

Liabilities (+$$) = Assets – Shareholder Equity (+$$)

Either way you swing it, the balance sheet remains balanced, with shareholder equity essentially “filling-in” the difference.

Now, some of the time it can happen that shareholder equity turns negative — when the company’s Liabilities become larger than its Assets.


Why Does Negative Shareholder Equity Happen?

When shareholder equity turns negative, frequently this is a sign of trouble.  Generally you see negative equity most often when there are accrued losses that sit on the balance sheet.

If the stock has had several years of unprofitability it builds up in a balance sheet category called ‘Retained Earnings’.  Only in this case, losses subtract from retained earnings (losses are negative).

Since shareholder equity is typical a combination of retained earnings and the capital used to fund the business in the first place (often called ‘Additional Paid-in Capital’) it might take awhile before a company becomes truly insolvent.

retained earnings
If retained earnings is negative you probably want to run for the hills on most investments.

Accrued losses are one way negative shareholder equity happens, but not the only one.  There’s other ways it happens too — such as assets being re-valued at prices dramatically lower than what they were originally purchased at.

Most of these events are largely negative.

As an investor who wants to own good quality companies, I’m more interested in special cases where negative shareholder equity is the sign of a really wonderful company.


Investing In Good Companies With Negative Shareholder Equity

Under conventional definitions of “a wonderful company”, most investors would point to quickly rising sales and growing profits, not negative shareholder equity.  These same investors might also point to growth stocks like Facebook (FB), Google (GOOG), or Netflix (NFLX) and say, “Look at how fast they’re growing!”

Yes, they’re growing quickly, but it’s very likely these companies are also wasting shareholder money.  The examples — Facebook, Netflix, and Google plow nearly cent they’ve ever earned back into the business.

Growth companies often waste incredible amounts of money on speculative projects that never pay off (Google Glass anyone?)  Or, they purchase companies that may never earn enough to justify the overly  high purchase price.  (Facebook buying Oculus might be a good example).

Unfortunately most investors only care about growth.  It’s a very rare investor that understands there’s more to investing than just sales growth at any cost.

What if you could get growth almost for free? — without plowing a whole bunch of money into the business every year?  When a company can grow without the continual need for reinvesting fresh cash, it’s a wonderful business indeed.

Yes, these companies do exist!  Instead of wasting shareholder cash, they frequently pay large dividends and buy back stock, retaining very little to reinvest.  Every year they do this and still continue to grow.

This is where negative shareholder equity comes into play — Since the purchased shares are effectively canceled, this means there’s fewer shares outstanding and the remaining shareholders have a larger piece of the pie.

What happens to the balance sheet over time is kinda funny — A share buyback shows-up in the shareholder equity section of the balance sheet as a line item called “Treasury Stock”.

Total Shareholder Equity = Common Stock + Preferred Stock + Retained Earnings + Additional Paid in Capital + Treasury Stock

Treasury stock is typically a negative number that represents how much money was spent on share buybacks.

But here’s the thing — shares of good companies tend to appreciate over time.  So the company may effectively spend more money on share buybacks than they ever received as part of their IPO (represented by Additional Paid-in Capital).

If the company buys back enough shares, eventually shareholder equity turns negative.  It’s an impressive feat, typically achieved by only the best businesses.  It’s the “good version” of negative shareholder equity.

Moody’s Corporation (Stock Symbol: MCO) is my poster child for this “good version” of negative shareholder equity.

moodys shareholder equity
Despite negative shareholder equity, Moody’s continues to grow and retain very little in the way of earnings.

While GAAP accounting says that Moody’s is “a worthless company”, with negative shareholder equity, that’s far from the actual truth.  Moody’s has little need to retain earnings and the business is so good that sales continue to grow despite not put money back into the business.  Instead, they buy back a ton of shares.

This is incredible, and speaks to what a great businesses Moody’s is.  It grows without adding new money into to it!

Other good companies that exhibit negative shareholder equity include: McDonalds (MCD), Phillip Morris International (PM), Limited Brands (LB), and Colgate Palmolive (CL).

These are companies that focus on doing the right thing with shareholder earnings — nearly all of them sport impressive returns on assets (ROA).  Meaning, for every dollar of earnings that they do retain they aren’t wasting it.


The Finish Line

Negative shareholder equity is this funny accounting thing most people could care less about, but I think it’s a very instructive indicator that something unusual is going on with a stock.  Companies that exhibit this behavior might be worth investigating further.

Negative shareholder equity is also important for investors to learn about because it unlocks some really important lessons for investors — Such as the importance of returns on capital.

All empires rise and fall.  It’s the nature of well… nature (and the stock market).  The stock market provides outsized rewards to growth stocks, but eventually even these large empires crumble.

Were those corporate empires good stewards of capital?  Did they provide a good return to shareholders?

These questions are far too complicated to answer here in just one post, but I will leave you today with one investing lesson that’s been around for ages….

Dinosaurs once ruled the Earth.  These giant lizards were extremely large and consumed vast amounts of resources due to their shear size.  Then, a black swan event happened (probably a meteor), which wiped the dinosaurs out.

Food and resources became scarce.  Only the smaller beasts survived; those that made effective use of much smaller quantities of resources.

Perhaps one day the growth companies of today will need to survive on much less too.


[Image Credit: Flickr1, Flickr2]

17 thoughts on “What’s The Deal With Negative Shareholder Equity?

  • July 14, 2018 at 5:07 AM

    Wow thanks for sharing your wisdom and perspective! I’m a wanna be finance nerd but sadly I lack the initial understanding & motivation. So I really appreciate when a new and complex investing topic is explained simply. Time to go read up on this some more.

  • July 14, 2018 at 8:50 AM

    Thanks for the explanation. I’m another one who is working hard to learn the lingo and put it to use.

    • July 15, 2018 at 2:43 PM

      Hey no problem RAnn! I really enjoy sharing my knowledge about these things!

  • July 14, 2018 at 9:08 AM

    Hi Mr. Tako,

    Thanks for the explanation. I didn’t realize that treasury stock is represented as a negative number during a buyback. This explanation really helps my understanding and will help when checking out balance sheets in the future. Did you pick this up through an accounting book?


    • July 15, 2018 at 2:46 PM

      I really can’t remember where I learned it. Maybe it was one of the accounting classes I’ve taken, maybe a book. Where I learned it seems to be lost to time! 😉

  • July 15, 2018 at 3:10 PM

    Here’s another case of negative equity for you. Subscription model businesses (often Software-as-a-Service or “SaaS”) collect annual payments up front, incur most of their costs up front (sales, marketing and implementation), but according to accounting rules only recognize the revenue on a monthly basis over the course of the contract. At a steady state/low growth condition, this will not matter. However, if they are growing quickly, they always have a bulge of clients in the “early months” of a contract. Therefore, they will build increasingly large balances of “deferred revenue.” This is cash they have collected but not yet “earned”, and it therefore appears as a liability. In reality, these companies are in great shape, since they have cash in hand, are growing quickly without outside capital, and the deferred revenue will have extremely high profit margins and cost very little to “earn”. Rather than just having a strong return on invested capital, they actually have a strong return on *negative* invested capital. I ran a SaaS company for 10 years, and for the last 8 we had positive cash flow and negative GAAP profit every year, all while growing 40%+/year. When we finally sold, we had more cash on hand than we had ever raised from investors, after posting 10 straight years of losses. Therefore, companies like Salesforce.com, Netsuite, Workday, etc. are all much more profitable in reality than their P&L appears to show. As soon as growth slows down, profits will explode.

    • July 15, 2018 at 5:21 PM

      Oooh, great example! Deferred revenue, such as you find with subscriptions and giftcards is a liability on the balance sheet! That’s another “good” means by which it can happen! Thx!

  • July 16, 2018 at 2:40 AM

    Mr.Tako, thanks for sharing your investment wisdom yet again! Companies definitely rise and fall, so it’s good to be attuned to metrics that can give investors a complete picture along the way. I didn’t realize companies with negative equity could be “wonderful”… fascinating. 🙂

  • July 16, 2018 at 5:46 AM

    Negative equity is just the peak of the ice berg. In general, equity remains positive and get’s only reduced by negative treasury stock. Hence you don’t notice that equity was reduced by accountancy measures at all. That’s why I don’t use metrics based on equity.

    Sometimes, I still struggle trying to understand what happened to equity. Yesterday I wrote an e-mail to L Brands IR asking what’s behind the transformation of negative treasury stock to negative retained earnings last business year.

    Nicely explained. Cheers!


    • July 20, 2018 at 1:04 AM

      Did you ever get an answer on that? I’m curious too.

  • July 16, 2018 at 6:50 AM

    “Run for the hills” sounds like the right answer to me 🙂 Usually it takes quite a bit to get to that negative number, so I would agree on it being a serious red flag.

  • July 16, 2018 at 9:34 AM

    I have never heard of this term until I read your post. Thanks for opening my eyes to another interesting tidbit on finance.

    One question came to mind. Is there such a thing as a cash call to stock holder investors? I know in real estate investment groups investors can have a cash call if something major happens.

    If the bad kind of negative equity shareholder happens and the company goes out of business with massive debt still on books, can creditors go after shareholders as they technically are part owners in the company?

    • July 20, 2018 at 1:03 AM

      Usually, no. Liability is limited to the C-corp and would not fall onto the shareholders.

  • September 8, 2019 at 8:44 PM

    Mr. Tako. After years of seeking why great companies like McDonalds, Moody’s, Autozone, Dollarama have negative equity, I finally read your article and it “clicked”. Buy backs happen at a higher share price from when the company originally IPOd or issued shares in a secondary. This is a good explanation that I now understand. Thanks again.


  • September 21, 2020 at 10:12 AM

    I was gonna buy puts of McD, seeing how they are technically insolvent. Turns out, I’m technically illiterate 😀

    • September 23, 2020 at 2:17 PM

      Literacy is a problem all over the world! Learn to read kids!


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