
Keeping up with the increasing number of investment products and services in the marketplace today can be confusing. This glossary is designed to help investors understand some common investment and financial terms.
A
Acquisition - The acquiring of control of one corporation by another. In "unfriendly" takeover attempts, the potential buying company may offer a price well above current market values and new securities to stockholders. The management of the subject company might ask for a better price or try to join up with a third company.
B
Bear - Someone who believes the market will decline.
Bear market - A declining market.
Bearer bond - A bond that does not have the owner's name registered on the books of the issuer. Interest and principal, when due, are payable to the holder.
Bid and Asked - Often referred to as a quotation or quote. The bid is the highest price anyone wants to pay for a security at a given time, the asked is the lowest price anyone will take at the same time.
Block - A large holding or transaction of stock - popularly considered to be 10,000 shares or more.
Blue chip - A company known nationally for the quality and wide acceptance of its products or services, and for its ability to make money and pay dividends.
Bond - Basically an IOU or promissory note of a corporation, usually issued in multiples of $1,000 or $5,000, although $100 and $500 denominations are not unknown. A bond is evidence of a debt on which the issuing company usually promises to pay the bondholders a specified amount of interest for a specified length of time, and to repay the loan on the expiration date. In every case a bond represents debt - its holder is a creditor of the corporation and not a part owner, as is the shareholder.
Book value - An accounting term. Book value of a stock is determined from a company's records, by adding all assets then deducting all debts and other liabilities, plus the liquidation price of any preferred issues. The sum arrived at is divided by the number of common shares outstanding and the result is book value per common share. Book value of the assets of a company or a security may have little relationship to market value.
Broker - An agent who handles the public's orders to buy and sell securities, commodities or other property. A commission is charged for this service.
Bull - One who believes the market will rise.
Bull market - An advancing market.
C
Capital gain or capital loss - Profit or loss from the sale of a capital asset. The capital gains provisions of the tax law are complicated. You should consult your tax advisor for specific information.
Capital stock - All shares representing ownership of a business, including preferred and common.
Capitalization - Total amount of the various securities issued by a corporation. Capitalization may include bonds, debentures, preferred and common stock, and surplus. Bonds and debentures are usually carried on the books of the issuing company in terms of their par or face value. Preferred and common shares may be carried in terms of par or stated value. Stated value may be an arbitrary figure decided upon by the director or may represent the amount received by the company from the sale of the securities at the time of issuance.
Cash flow - Reported net income of a corporation plus amounts charged off for depreciation, depletion, amortization, and extraordinary charges to reserves, which are bookkeeping deductions and not paid out in actual dollars and cents.
Certificate - The actual piece of paper that is evidence of ownership of stock in a corporation. Watermarked paper is finely engraved with delicate etchings to discourage forgery.
CSEC - The Chinese Securities Regulatory Commission, It is the main securities regulator of the PRC. China's Securities Law (passed December 1998, effective July 1, 1999), the nation's first comprehensive securities legislation, grants CSRC "authority to implement a centralized and unified regulation of the nationwide securities market in order to ensure their lawful operation. The CSRC oversees China's nationwide centralized securities supervisory system, with the power to regulate and supervise securities issuers, as well as to investigate, and impose penalties for, "illegal activities related to securities and futures. Its functions are similar to that of the Securities and Exchange Commission in the United States.
Collateral - Securities or other property pledged by a borrower to secure repayment of a loan. (See also Net Capital Charge)
Commission - The broker's basic fee for purchasing or selling securities or property as an agent.
Common stock - Securities that represent an ownership interest in a corporation. If the company has also issued preferred stock, both common and preferred have ownership rights. Common stockholders assume the greater risk, but generally exercise the greater control and may gain the greater award in the form of dividends and capital appreciation. The terms common stock and capital stock are often used interchangeably when the company has no preferred stock.
Current assets - Those assets of a company that are reasonably expected to be realized in cash, sold or consumed during one year. These include cash, U.S. Government bonds, receivables and money due usually within one year, as well as inventories.
Current liabilities - Money owed and payable by a company, usually within one year.
D
Dealer - An individual or firm in the securities business who buys and sells stocks and bonds as a principal rather than as an agent. The dealer's profit or loss is the difference between the price paid and the price received for the same security. The dealer's confirmation must disclose to the customer that the principal has been acted upon. The same individual or firm may function, at different times, either as a broker or dealer.
Debit balance - In a customer's margin account, that portion of the purchase price of stock, bonds or commodities that is covered by credit extended by the broker to the margin customer. (See: Margin)
Depreciation - Normally, charges against earnings to write off the cost, less salvage value, of an asset over its estimated useful life. It is a bookkeeping entry and does not represent any cash outlay nor are any funds earmarked for the purpose.
Director - Person elected by shareholders to serve on the board of directors. The directors appoint the president, vice presidents, and all other operating officers. Directors decide, among other matters, if and when dividends shall be paid.
E
F
Fiduciary Agent - A fiduciary duty is the highest standard of care imposed at either equity or law. A fiduciary is expected to be extremely loyal to the person to whom they owe the duty (the "principal"): they must not put their personal interests before the duty, and must not profit from their position as a fiduciary. The fiduciary relationship is highlighted by good faith, loyalty and trust, and the fiduciary may act for two parties at the same.
Floor - The huge trading area - about the size of a football field - where stocks, bonds and options are bought and sold on the New York Stock Exchange.
Free and open market - A market in which supply and demand are freely expressed in terms of price. Contrasts with a controlled market in which supply, demand and price may all be regulated.
Fundamental research - Analysis of industries and companies based on such factors as sales, assets, earnings, products or services, markets and management. As applied to the economy, fundamental research includes consideration of gross national product, interest rates, unemployment, inventories, savings, etc. (See: Technical research)
G
Good delivery - Certain basic qualifications must be met before a security sold on the Exchange may be delivered. The security must be in proper form to comply with the contract of sale and to transfer title to the purchaser.
Good 'til canceled (GTC) or open order - An order to buy or sell that remains in effect until it is either executed or canceled.
Government bonds - Obligations of the U.S. Government, regarded as the highest grade securities issues.
Growth stock - Stock of a company with a record of growth in earnings at a relatively rapid rate.
H
Hong Kong Stock Exchange (Hang Seng) - The Hong Kong Stock Exchange is the stock exchange of Hong Kong. The exchange has predominantly been the main exchange for Hong Kong where shares of listed companies are traded. It is Asia's third largest stock exchange in terms of market capitalization, behind the Tokyo Stock Exchange and the Shanghai Stock Exchange.
I
I
Long - Signifies ownership of securities. "I am long 100 U.S. steel" means the speaker owns 100 shares. (See: Short position, Short sale)
M
Margin - The amount paid by the customer when using a broker's credit to buy or sell a security. Under Federal Reserve regulations, the initial margin requirement since 1945 has ranged from the current rate of 50% of the purchase price up to 100%. (See: Brokers' loan, Equity)
Market order - An order to buy or sell a stated amount of a security at the most advantageous price obtainable after the order is represented in the trading crowd. (See: Good 'til canceled order, Limit order, Stop order)
Market price - The last reported price at which the stock or bond sold, or the current quote. (See: Quote)
Member firm - A securities brokerage firm organized as a partnership and having at least one general partner or employee who is a member of the New York Stock Exchange.
Merger - Combination of two or more corporations.
Money market fund - A mutual fund whose investments are in high-yield money market instruments such as federal securities, CDs and commercial paper. Its intent is to make such instruments, normally purchased in large denominations by institutions, available indirectly to individuals. (See: Certificate of deposit, Commercial paper)
Mutual fund - (See: Investment company)
N
Net Capital Charge - This requirement is common with Mergers and Acquisitions and Takeover transactions when often both parties to the transaction put forward collateral, assets or money before the transaction closes. These funds are returned after the closing or as part of the payout ensuring that all the Terms and Conditions of the Agreement are met by both the seller of the asset and the buyer).
O
Open order - (See: Good 'til canceled order)
Over-the-counter/Pink Sheets - A market for securities made up of securities dealers who may or may not be members of a securities exchange. The over-the-counter market is conducted over the telephone and deals mainly with stocks of companies without sufficient shares, stockholders or earnings to warrant listing on an exchange. Over-the-counter dealers may act either as principals or as brokers for customers. The over-the-counter market is the principal market for bonds of all types. (See: NASD, Nasdaq)
P
Penny stocks - Low-priced issues, often highly speculative, selling at less than $1 a share. Frequently used as a term of disparagement, although some penny stocks have developed into investment-caliber issues.
Portfolio - Holdings of securities by an individual or institution. A portfolio may contain bonds, preferred stocks, common stocks and other securities.
Preferred stock - A class of stock with a claim on the company's earnings before payment may be made on the common stock and usually entitled to priority over common stock if the company liquidates. Usually entitled to dividends at a specified rate - when declared by the board of directors and before payment of a dividend on the common stock - depending upon the terms of the issue.
Price-to-Earnings Ratio - A popular way to compare stocks selling at various price levels. The P/E ratio is the price of a share of stock divided by earnings per share for a 12-month period. For example, a stock selling for $50 a share and earning $5 a share is said to be selling at a price-to-earnings ratio of 10.
Primary distribution - Also called primary or initial public offering. The original sale of a company's securities. (See: Investment banker)
Prime rate - The lowest interest rate charged by commercial banks to their most credit-worthy customers; other interest rates, such as personal, automobile, commercial and financing loans are often pegged to the prime.
Principal - The person for whom a broker executes an order, or dealers buying or selling for their own accounts. The term "principal" may also refer to a person's capital or to the face amount of a bond.
Prospectus - The official selling circular that must be given to purchasers of new securities registered with the Securities and Exchange Commission. It highlights the much longer Registration Statement file with the Commission.
Q
R
Refinancing - Same as refunding. New securities are sold by a company and the money is used to retire existing securities. The object may be to save interest costs, extend the maturity of the loan, or both.
Registered representative - The man or woman who serves the investor customers of a broker/dealer. In a New York Stock Exchange-member organization, a registered representative must meet the requirements of the exchange as to background and knowledge of the securities business. Also known as a financial advisor or customer's broker.
Registrar - Usually a trust company or bank charged with the responsibility of keeping record of the owners of a corporation's securities and preventing the issuance of more than the authorized amount. (See: Transfer)
S
Speculation - The employment of funds by a speculator. Safety of principal is a secondary factor. (See: Investment)
Split - The division of the outstanding shares of a corporation into a larger number of shares. A 3-for-1 split by a company with 1 million shares outstanding results in 3 million shares outstanding. Each holder of 100 shares before the 3-for-1 split would have 300 shares, although the proportionate equity in the company would remain the same; 100 parts of 1 million are the equivalent of 300 parts of 3 million. Ordinarily, splits must be voted by directors and approved by shareholders. (See: Stock dividend)
Stock - (See: Capital stock, Common stock)
Stock exchange - An organized marketplace for securities featured by the centralization of supply and demand for the transaction of orders by member brokers for institutional and individual investors. (See: New York Stock Exchange)
Syndicate - A group of investment bankers who together underwrite and distribute a new issue of securities or a large block of an outstanding issue.
T
Technical research - Analysis of the market and stocks based on supply and demand. The technician studies price movements, volume, trends and patterns, which are revealed by charting these factors, and attempts to assess the possible effect of current market action on future supply and demand for securities and individual issues.
Tender offer - A public offer to buy shares from existing stockholders of one public corporation by another public corporation under specified terms good for a certain time period. Stockholders are asked to "tender" (surrender) their holdings for stated value, usually at a premium above current market price, subject to the tendering of a minimum and maximum number of shares.
Trader - Individuals who buy and sell for their own accounts for short-term profit. Also, an employee of a broker/dealer or financial institution who specializes in handling purchases and sales of securities for the firm and/or its clients. (See: Speculator)
Transfer - This term may refer to two different operations. For one, the delivery of a stock certificate from the seller's broker to the buyer's broker and legal change of ownership, normally accomplished within a few days. For another, to record the change of ownership on the books of the corporation by the transfer agent. When the purchaser's name is recorded, dividends, notices of meetings, proxies, financial reports and all pertinent literature sent by the issuer to its securities holders are mailed directly to the new owner.
Transfer agent - A transfer agent keeps a record of the name of each registered shareowner, his or her address, the number of shares owned, and sees that certificates presented for transfer are properly canceled and new certificates issued in the name of the new owner.
U
Unlisted stock - A security not listed on a stock exchange. (See: Over-the-counter)
V
Voting right - Common stockholders' right to vote their stock in affairs of a company. In some instances, voting rights may not be permitted or may be limited as in the case of director shares, some restricted shares or non-detachable warrant shares. The right to vote may be delegated by the stockholder to another person.
W
Working control - Theoretically, ownership of 51% of a company's voting stock is necessary to exercise control. In practice - and this is particularly true in the case of a large corporation - effective control sometimes can be exerted through ownership, individually or by a group acting in concert, of less than 50%.
Y
Yield to maturity - The yield of a bond to maturity takes into account the price discount from or premium over the face amount. It is greater than the current yield when the bond is selling at a discount and less than the current yield when the bond is selling at a premium.