Common Stock Flashcards
There are two types of stock; what are they?
- Common Stock
2. Preferred Stock
What is common stock?
Representation of ownership in a company (issuer).
Since shares of stock represent overall ownership of a company, what is common stock referred to?
Equity position.
Define “Issuer”
An organization that distributes and sells securities to investors.
Define “Security”
Legal term for investment.
Ex.: common stocks, bonds, mutual funds, ETFs, options.
Equity
Formal term for ownership.
What are stock prices dictated by?
Supply and demand.
What are the two general ways to make money on common stock?
Capital appreciation or cash dividends.
What is capital appreciation?
Also known as growth or capital gains, when an investor purchases stock, it is purchased at a specific price. If the company does well and the stock prices increase, you can sell your shares for a gain. This is capital appreciation.
What are cash dividends?
Represents a profit made by a company and is distributed to shareholders.
What are retained earnings?
Profits retained by a company that are often used to expand and reinforce business operations.
What are “growth companies”?
Companies that grow faster than the general economy. Think Amazon. Investments in growth companies provide the opportunity for capital appreciation, but do not pay income (dividends) to shareholders.
List seven (7) rights of stockholders:
- Right to pro rata share of dividends;
- Right to vote for BOD;
- Right to inspect books and records;
- Right to maintain proportionate ownership;
- Right to vote for stock splits;
- Right to assets upon dissolution;
- Right to transfer ownership;
Do stockholders have the right to vote for dividends?
No. They have the right to receive their pro-rata share of dividends.
What does “pro-rata” refer to in the ownership context?
Pro-rata relates to the amount of shares owned. For example, if a stockholder owns 10% of the outstanding shares, they should receive 10% of the dividends paid.
Who approves dividend payouts?
Only the BOD.
Common stocks may pay dividends in three forms. What are they?
- Cash
- Stock
- Product
When a company makes a profit, what choice do they face in terms of how to use the profit?
The company can either retain the profit (retained earnings), pay the profit to their shareholders in the form of a cash dividend, or do a little of both.
Which companies are more likely to pay a cash dividend?
Companies that are beyond their initial growth phase and don’t need to invest profits to grow their business.
How often do companies make cash dividend payments?
Generally payments are made quarterly, although this is not required.
What is a “stock dividend??
A payment of extra shares to stockholders. They are a “re-shuffling” of numbers in order for the company to manipulate its stock price. Each investor will end up with more stock, but each share will drop proportionately in price.
Does a stock dividend increase the overall value of a stock position?
No.
How do you answer a stock dividend question?
I.e., “An investor owns 100 shares of stock at $20/share. The investor receives a 25% stock dividend. What changes?”
- Find the stock dividend factor.
- Find the number of shares adjustment.
- Find the price per share adjustment.
- Put it all together and confirm that the investor ends with the same overall value they started with.
How do you find the stock dividend factor?
To find the stock dividend factor, add the stock dividend percent (in decimal form) to 1.
SD factor = SD (decimal form) + 1
Ex. Stock dividend of 25% equals a SD factor of 1.25.
How do you find the number of shares adjustment?
Multiply the original number of shares by the stock split number.
New shares = old shares x SD factor.
How do you find the price per share adjustment?
Divide the original price per share by the stock dividend factor.
New price = old price / SD factor
An investor owns 300 shares of JPM stock at $115. They receive a 15% stock dividend. What changes?
- Find the SD:
- SD = 1.15 - Find the number of shares adjustment:
- 300 shares x 1.15 = 345 - Find the price per share adjustment:
- $115 / 1.15 = $100 per share - Summarize:
- Before split: 300 shares at $115 = $34,500
- After split: 345 shares at $100 = $34,500
List three stock dividend consequences.
- More shares outstanding
- Lower price per share
- Same overall value
How do stockholders exert influence over the direction of the company they’re invested in?
By voting for the Board of Directors.
List some of the BOD’s powers.
Hiring and/or firing of senior level employees.
Managing senior level employee compensation.
Creating and implementing general company policies.
Approving dividend payouts to investors.
Is the BOD responsible for the day to day management of the company?
No.
Name the two voting structures for the BOD.
- Statutory
2. Cumulative.
How does a statutory voting scheme work?
Allows the stockholder to apply only the amount of votes they have to each BOD position being voted on.
How does a cumulative voting scheme work?
Allows the stockholder to apply the total amount of votes they have to any BOD position being voted on.
Which voting scheme is better for small stockholders, statutory or cumulative?
Cumulative.
Which voting scheme is better for large stockholders, statutory or cumulative?
Statutory.
What are the two primary ways a stockholder can vote?
- At the annual stockholder meeting; or
2. Through a proxy.
How do publicly traded companies fulfill their shareholders’ right to inspect books and records?
By supplying investors with financial disclosures.
What are the two most common financial disclosures?
- 10-K annual report (audited)
2. 10-q quarterly report (unaudited)
What does it mean for a company to “dilute” your ownership?
Lessen.
List two dilutive efforts tested on the SIE exam.
- Issuance of new shares
2. Issuance of convertible securities
Define “security”
a formal way of referring to an investment
Examples of securities
stocks, bonds, mutual funds, options, ETFs
What is the “initial public offering”?
First public sale of their shares.
List the four categories of types of shares available
- Authorized
- Issued
- Outstanding
- Treasury
Define “Authorized stock”
the amount of stock that a company is permitted to sell to investors.
Define “Issued stock”
Those shares that are sold to investors.
Typically, companies don’t sell all of their issued shares up-front.
Define “Outstanding stock”
Shares that are owned by the public. After the initial sale of shares, the number of issued shares and outstanding shares is the same.
Define “Treasury stock”
Shares repurchased from the market by the company.
What is the “pre-emptive right”?
The right buy new shares being offered by a company before they’re publicly offered. When the company issues new shares, you have the opportunity to purchase the same percentage of the new shares as what you currently own in order to maintain the same ownership percentage.
How do “pre-emptive rights” work?
Investors receive one right for every share of stock owned. Each right will have a specific value (for example, five rights may equal 1 new share).
Do rights have intrinsic or extrinsic value?
Intrinsic.
What does it mean for a right to have intrinsic value?
Rights have immediate value. For each right that a stockholder has, the shareholder can purchase a new share at reduced cost.
Why do rights have intrinsic value?
Because the company saves money by avoiding the services of an underwriter.
What services does an underwriter provide?
Underwriters are hired to help organizations market and sell securities to the public.
What options do investors have when they receive rights?
- Investors can exercise them and purchase the new shares at the exercise price.
- If the investor doesn’t want to buy new shares, they may sell the rights in the market.
- Investors can let the rights expire (typically within 90 days).
If a stockholder exercises all their rights, is their ownership diluted?
No.
What are warrants?
They are similar to rights as they provide the right to purchase shares from a publicly traded company at a fixed price.
What kind of value do warrants have?
Time value, meaning the length of time they exist gives them value. They have an exercise price that’s fixed over time. The market price is not. So, over time, warrants add value.
How long do warrants last?
Typically, five or more years.
Why are warrants considered a “sweetener” during the sale of another security?
Because if a company is having trouble selling a bond, they can make the offering more attractive by attaching a warrant to the bond.
True or false, the issuing of a warrant is a dilutive action?
True.
Why is a warrant considered a dilutive action?
If a publicly traded company issues warrants, they’re giving out new shares, but not to everyone.
Does the issuance of warrants require stockholder approval?
Yes.
Why are bonds valuable?
They pay interest to their investors.
What is a “convertible bond”?
A bond that can be turned into common stock.
Why is a “convertible bond” considered a dilutive action?
Because if you choose to convert your bond to common stock, you alone will receive new shares of the company - others will not.
Does a company need stockholder approval to issue a convertible security?
Yes.