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Glossary of Corporate Stock Terms
Following is a list of general stock related terms. Terms specific to StockTrack are noted as such.ACH Operator Automated Clearing House Operator, the central clearing facility operated by a private organization or the Federal Reserve Bank to and from which ACH entries are transmitted and received. Actual EPS, CPS, or DPS Reported annual Earnings Per Share (EPS -Trailing 12 months), cash flow (CPS) or Dividends Per Share (DPS) for a company for the fiscal year indicated. Affidavit of Domicile A notarized form stating where a person resides (or where a deceased party resided). Affidavit of Loss / Affidavit of Non-Receipt A written statement that attests to the fact that a shareholder is not in possession of his/her certificate due to loss or non-receipt. The affidavit should be notarized. Affiliated Person A person who is in a position to influence a firm's management decisions. Affiliated persons usually include directors, officers, owners of more than 10% of the firm's outstanding stock, and family members or close associates of these groups. Also called Control Person. Analyst A person with expertise in evaluating financial investments; he or she performs investment research and makes recommendations to institutional and retail investors to buy, sell, or hold; most analysts specialize in a single industry or business sector. Announcement Date The date on which the company first made news of the split public. Annual Report (10K) An audited report of a corporation’s year-end financial results and operations filed with the SEC. Shareholders may obtain a free copy of this report from the corporation. ANSI ICD American National Standards Institute Identification Code Designator
Articles of Incorporation The basic governing rules which set out the rights and duties of officers, directors and shareholders, and the organizational structure of the company. Ask The price at which someone who owns a security offers to sell it; also known as the asked price. Assets Any possessions that has value in an exchange. Authorized Stock The amount of stock that a corporate charter permits a corporation to issue. Average Daily Share Volume The number of shares traded per day, averaged over a period of time, usually one year. Basis An amount usually representing the taxpayer's cost in acquiring an asset. It is used for a variety of tax purposes including computation of gain or loss on the sale or exchange of the asset and depreciation with respect to the asset. Beneficial Owner A Beneficial Owner is a person who enjoys the benefits of ownership even though the title may be in another name. Some of the generally accepted indications of beneficial ownership include: (1) the right to vote or control the voting of the securities; (2) the right to transfer the securities or control their transfer; (3) the right to receive income from the securities or control the disposition of such income; and (4) the right to receive or control the disposition of the proceeds in liquidation.
Beneficiary of a Trust A person or organization that has any present or future interest, vested or contingent, in the assets of a trust. Bid The price a prospective buyer is prepared to pay at a particular time for trading a unit of a given security. Book Entry Book entry form of registered ownership allows ownership of shares without generating physical stock certificates. Some benefits of book entry ownership are the elimination of problems associated with paper certificates such as storage and safety of securities. Book entry shares also eliminate the requirement for physical movement of stock certificates at the time of sale or transfer of ownership. Bylaws The bylaws of a corporation constitute the internal set of operating rules for the corporation. In corporate law, the bylaws have been regarded as the proper place for the self-imposed rules and regulations deemed necessary for the corporation's efficient functioning to be set forth. Capital Gains Distribution Payments to mutual fund shareholders of profits from the sale of securities in a fund's portfolio. Capital gains distributions (if any) are usually made annually. Certification A statement by court or authorized party that a copy is the true and correct copy and is still in full force and effect. Common Stock The basic form of equity ownership in a corporation. Control Person A person who is in a position to influence a firm's management decisions. Control persons usually include directors, officers, owners of more than 10% of the firm's outstanding stock, and family members or close associates of these groups. Also called Affiliated Person. Control Ticket Documentation of a stock transfer required for SEC logging of transfer transactions usually including an identifying ID for the transaction as well as: Date and Time Received; Transaction Type: Routine or Non-Routine; Item Count; How Received (Mail, FedEx, etc.) Court Appointment A dated document issued by the court naming an individual to act on behalf of an estate. Generally this is the document which names the Executor, Administrator, or Personal Representative. Cumulative Voting A provision that permits shareholders to apportion the total number of votes they are entitled to cast in the election of directors in any fashion they desire. The total number is equal to the number of directors to be elected at the meeting multiplied by the number of shares eligible to be voted. With cumulative voting, each shareholder may cast the total number of votes that he or she is entitled to cast for one director, or apportion them among the candidates as desired. CUSIP Number CUSIP is an acronym for Committee on Uniform Securities Identification Procedures - the committee that assigns the numbers to securities for identification, usually stocks and bonds. The CUSIP Number is a unique nine-digit identifier assigned to each series of securities. Custodian A person or institution legally charged with the responsibility of safeguarding the property of another. Used to describe certain types of certificate registrations. Date of Record The date a company closes its stockholder register and on which a shareholder must officially own shares for the purpose of identifying those holders entitled to vote, the recipients of a forthcoming dividend distribution, or other rights. Depositing Physical Certificates Many stock ownership and reinvestment plans allow physical certificates to be deposited into the shareholder’s account and held in book entry position. Disposition Type - STOCKTRACK Certificate Disposition codes are system codes and cannot be edited or deleted. The codes are:
This field appears on the Certificate Information screen as well as the inactive Certificates Issued Report. Distribution of earnings to shareholders, prorated by the class of security and paid in the form of money, stock, scrip, or, rarely, company products or property. The amount is decided by the Board of Directors and is usually paid quarterly. Dividends must be declared as income in the year they are received. Dividend Reinvestment Plan (DRP) An investment plan offered by some corporations enabling shareholders to automatically reinvest cash dividends and capital gains distributions, thereby accumulating more stock without paying brokerage commissions. Many DRIPs also allow the investment of additional cash from the shareholder, known as an optional cash purchase. The investor must purchase the first share in the company through a brokerage. After that, the company will take whatever dividends it would normally send as a check and instead it will reinvest them to purchase more shares in the company for the shareholder without charging a commission.
EBITDA Earnings before interest, taxes, depreciation, and amortization. EPS represents the portion of a company's profit allocated to each outstanding share of common stock. EIN Employer Identification Number is issued by the Federal Government to businesses for tax purposes. A Social Security Number may be used as an EIN for some businesses. Electronic Data Gathering, Analysis, and Retrieval EDGAR An electronic system implemented by the SEC that is used by companies to transmit all documents required to be filed with the SEC in relation to corporate offerings and ongoing disclosure obligations. Escheatment The turning over of property to the state of last known address when such property is considered abandoned. Different rules and regulations apply to the various states. Evergreen Provision A provision of a stock option plan that reserves a specified percentage of the outstanding shares (or an exact number of shares) for award each year. Evergreen plans have no termination date. Frequently, shares that are not the subject of an award may be carried over for future grants. Interval between the announcement and the payment of the next dividend. The date on or after which a security begins trading without the dividend (cash or stock) included in the contract price. Executor An individual or institution nominated in a will and appointed by a court to settle the estate of an individual. If a woman is appointed, she may be called an executrix. Exercise To implement the right under which the holder of an option, warrant, or right is entitled to buy or sell the underlying security. Foreign Account Tax Compliance Act (FATCA)U.S. taxpayers holding financial assets outside the United States will report those assets to the IRS. In addition, FATCA will require foreign financial institutions to report directly to the IRS certain information about financial accounts held by U.S. taxpayers, or by foreign entities in which U.S. taxpayers hold a substantial ownership interest. Issuers and transfer agents will have reporting and tax withholding responsibilities. At the time of this writing, Treasury and IRS Issue Guidance Outlines Phased Implementation of FATCA Beginning in 2013. Family Owners Shareholder registrations that are related to a common ancestor. Fiduciary A person or institution having a duty to act for another's benefit such as managing money or property. A fiduciary must exercise care in such management activity imposed by law or contract. Fractional Shares Less than a single share of stock often resulting from stock splits, stock dividends, or similar actions. StockTrack, the You can select a Fractional Shares Method when a stock dividend or split is issued. This method determines how the remaining fractional shares of stock will be distributed in a Stock Dividend Split.
Grantor A person who establishes the trust. Also may be called a trustor. Guaranteed Signature Provided by a Financial Institution; a signature guarantee signifies that the person signing the document is who they claim to be, and that the financial institution backs that guarantee by a bond it has posted as a guarantor. See Medallion Signature Guarantee Guardian A person who has custodial rights and responsibilities for a minor or a person who is incapable of handling their own affairs. A Guardian is Court Appointed. In testate The deceased party had no will. Inheritance Tax Waiver A document issued by the state certifying that the estate tax has either been paid or has been waived by the state. Investor Someone who commits money or capital in order to gain a financial return, e.g. as an investment in the common stock of a company. A shareholder. IPO Date The date that the security started publicly trading. (Initial Public Offering) Joint Tenants An account in which several people have an ownership interest and whose assets are inherited by its survivors upon the death of any participant. JTWROS JT TEN and JTWROS are abbreviation for Joint Tenants with Rights of Survivorship. Legal Transfer Transfer of securities which requires special documents because they involve the settlement of estates of deceased shareholders, trust accounts, or corporation holdings. Long Term Gain A gain on the sale of a capital asset where the holding period was twelve months or more and the profit was subject to the long term capital gains tax. Managed AccountsThese are investments that may consist of commodities, futures, currencies, stock indexes, and other financial instruments, which are pooled and subsequently managed by professional traders known as CTAs or CPOs. These CTAs or CPOs employ their own personal trade strategies in the hopes of maximizing profits. Much like mutual fund managers, CTAs and CPOs can be hired to trade individual managed accounts or collective investment pools that spread the risks and rewards among various investors. Management's Discussion and Analysis (MD&A) A key area looked at by analysts; an interpretive section of the prospectus and of the annual report, frequently called the Financial Review. Market Makers Firms that use their own capital, research, retail and/or systems resources to represent a stock and compete with each other to buy and sell the stocks they represent. Market Value The price per share of the specified security multiplied by the number of shares outstanding for the specified security. Medallion Signature Guarantee A statement (stamp and signature) given by a financial institution such as a commercial bank, credit union, brokerage firm, etc., that is a member of the Securities Transfer Association Medallion Program (STAMP), NY Stock Exchange Program, or Stock Exchange Medallion Program (SEMP, MSP.) Medallion Stamp Program A program developed by the Securities Transfer Association to meet the requirements of an SEC Rule, which increases the number and type of financial institutions eligible to guarantee signatures. By Medallion Guaranteeing the stock to be sold, assigned or transferred, the financial institution is taking financial responsibility if the transfer is completed fraudulently. Net Change The difference between today's last trade and the previous day's last trade. Net Income Income after all expenses and taxes have been deducted, and used in calculating a variety of profitability and stock performance measures. New (Stock) Issue Reason - STOCKTRACKThis field can be used to track the reason for issuing new stock. This field is located on the Certificate Information screen. The list of valid new issue reasons can be edited by choosing Maintain from the main menu then New Issue Reason. NOBO (Non-Objecting Beneficial Owner) A beneficial ("street") security holder who has not objected to his or her name being released to the Corporation, if the Corporation so requests. (An OBO, Objecting Beneficial Owner, retains their anonymity.) Notary Seal Provided by a Notary Public; a notary seal signifies that the party signing the document has sworn that contents of the document are truthful and accurate. Notice & AccessThe SEC’s “Internet availability of Proxy Materials” rule is known as Notice & Access. It provides the option for corporations to publish proxy materials on a publicly-available website and then mail shareholders a notice of where they can access these materials. Participation in Notice & Access is entirely voluntary at this stage. ODFI Originating Depository Financial Institution, organization that receives payment instructions from the Direct Deposit Originator and forwards ACH entries to the ACH Operator. Originator The entity that agrees to initiate ACH entries into the payment system, usually a company directing transfer of funds from its own account. OTC Bulletin Board -- OTCBB (Over the Counter) OTC stocks are not listed on a national exchange but are sold primarily through NASDAQ via a nationwide network of brokers and dealers. The OTCBB is a regulated quotation service that displays real-time quotes, last-sale prices, and volume information in over-the-counter (OTC) equity securities. Other OTC A security that is neither listed on any stock exchange, nor quoted on the Pink Sheets or the OTCBB; bids and offers are not centrally collected. P/B Ratio (Price/Book Ratio) A stock analysis statistic in which the price of a stock is divided by the reported book value (as of the date specified) of the issuing firm. P/C Ratio (Price/Cash Flow Ratio) A financial ratio that compares stock price with cash flow from operations per outstanding shares. P/E Ratio (Price/Earnings Ratio) A stock analysis statistic in which the current price of a stock (today's last sale price) is divided by the reported actual (or sometimes projected, which would be forecast) earnings per share of the issuing firm; it is also called the "multiple". P/S Ratio (Price/Sales Ratio) A financial ratio that compares stock price with sales per share (or market value with total revenue). The date on which a dividend or split will be paid to stockholders by the issuers' paying agents. The payable date is the date on which one must own the shares (at the close of the session) in order to receive the split. Power of Attorney A document used by one person to give another signing authority. A power of attorney is in effect only as long as the maker is alive. Preferred Stock A stock that pays dividends at a specified rate and that has preference over common stock in the payment of dividends and the liquidation of assets. Preferred stock enjoys prior claim to company assets over common stock in the case of a bankruptcy. But the stock does not usually carry voting rights. Principal Orders Refers to activity by a broker/dealer when buying or selling for its own account and risk. Probate Probate is the formal, court supervised process of turning a deceased party's assets over to his or her heirs. Prospectus A formal written offer to sell securities that sets forth the plan for a proposed business enterprise, or the facts concerning an existing one, that an investor needs to make an informed decision. Proxy A proxy is a person authorized to act or speak for another. Written power of attorney is given by shareholders of a corporation authorizing a specific vote on their behalf at corporate meetings. Proxies normally pertain to election of the Board of Directors or to various resolutions submitted for shareholders' approval. Quarterly Report (10 Q) A report, which public companies are required to file quarterly with the SEC, that provides unaudited financial information and other selected material. Real-time Trade Reporting A requirement imposed on Market Makers (and in some instances, non-Market Makers) to report each trade immediately after completion of the transaction. Registered Shareholder Securities held on the books of a corporation in the name(s) of the shareholder(s), as opposed to Street Name or another name other than the shareholder. Direct owners receive all corporate communications directly from a company. Registration Type (Reg. Type) - STOCKTRACKRegistration types include Individual, Joint Tenants, etc. Registration type is chosen when creating a new stockholder. The codes and description for registration type can be edited by choosing Maintain from the main menu then Registration Types. In StockTrack, you may indicate whether to include a Registration Type in 1099B or 1099DIV Tax reporting.Restrictions (on Certificates) Restrictions are conditions placed on specific certificates. These restrictions might indicate that a certificate cannot be transferred, or can be transferred with the same restriction information placed on the new certificates or can be transferred with no restriction on the resulting certificates. Retained Earnings Net profits kept to accumulate in a business after dividends are paid. Reverse Split Procedure whereby a corporation reduces the number of shares outstanding. The total number of shares will have the same book value immediately after the reverse split as before it, but each share will be worth more. Such splits are usually initiated by companies wanting to raise the price of their outstanding shares because they think the price is too low to attract investors.
Rights Issue
Securities and Exchange Commission (SEC)
The federal agency
created by the Securities Exchange Act of 1934 to administer
that act and the Securities Act of 1933. The statutes
administered by the SEC are designed to promote full public
disclosure and protect the investing public against
fraudulent and manipulative practices in the securities
markets. Generally, most issues of securities offered in
interstate commerce or through the mails must be registered
with the SEC.
SEC Logging
Tracking
information required by the Securities and Exchange
Commission (SEC) on transfers of securities for corporations
that come under such requirements. See Control Ticket
information.
Settlement Date
The date specified
for delivery of securities between securities firms, usually
three business days after the execution of an order.
Setup Mode -
When a company is created in StockTrack, it can be created in setup mode. This is indicated by a check in the setup mode check box and is the default setting when creating a new company.Setup mode allows you to enter existing, printed certificates into the system with their existing certificate numbers. Normally, the system assigns certificate numbers as they are printed. While in setup mode, most of the other StockTrack functions (i.e., transactions, dividends and reinvestment) will be disabled. You will still be able to do maintenance functions, add shareholders, and print reports for this company.StockTrack, this field is located on the Stockholder Information screen. The sponsor field is used to track and identify which sales person is responsible for this stockholder. The Sponsor list can be edited by choosing Maintain from the main menu, then Sponsors. Stock Stock is ownership of a corporation represented by shares that are a claim on the corporation's earnings and assets. Common Stock usually entitles the shareholder to vote in the election of directors and other matters taken up at shareholder meetings or by proxy. Preferred Stock generally does not confer voting rights but it has a prior claim on assets and earnings. Dividends must be paid on preferred stock before any can be paid on common stock. Stock Class ID: SID - STOCKTRACKThis is the Stock Class Type Identification code. This field appears on the Certificate Information screen, as well as on all the reports that list certificates. The SID is used to identify an issue. The SID plus certificate number will uniquely identify any certificate. Stock Dividend Payment of a corporate dividend in the form of stock rather than cash. The stock dividend may be additional shares in the company, or it may be shares in a subsidiary being spun off to shareholders. Unlike a cash dividend, stock dividends are not taxed until sold. Stock Power or Assignment Form used to instruct the transfer of ownership of a security from the registered owner(s) to a third party. Required to be completed in cases of registered book entry shares or where back of certificate is not used. All shareholder(s) signatures are required and it should also be Medallion Guaranteed. Stock Split Increase or decrease in a corporations' number of outstanding shares of stock without any change in the shareholders' equity or the aggregate market value at the time of the split. Directors of a corporation might authorize a split to decrease or increase the per share price. Stock Symbol A stock symbol or ticker symbol is a unique shorthand code used to identify shares of a publicly-traded corporation on a stock market. Street Name Securities held in the name of a brokerage firm, or securities held in a name other than the owner's. Street Name Holders Shareholders who hold their shares in their broker's name. Surety Company A company, usually an insurance company, that guarantees the faith of another. Used during the stock certificate replacement process, whereby a surety bond in the amount of two percent of the market value of the security to be replaced must be issued. Taxpayer Identification Numbers (TIN) The IRS requires shareowners who have a U.S. taxpayer identification number to provide that number for every company in which they own shares. When necessary, the IRS also requires certification of this taxpayer identification number by completion of Form W-9. Types of TIN:
Tenants by Entireties In certain states, a securities account owned jointly by husband and wife in which the assets legally transfer to the spouse upon the death of either party. Tenants in Common Effectively a partnership account in which each tenant has a divisible interest. Tender Offer An offer to buy shares of a corporation, usually at a premium above the shares' market price. A tender offer may arise from friendly negotiations between the company and a corporate suitor who must file a statement with the Securities and Exchange Commission. Testate The deceased party had a valid will. Total Shares Outstanding (TSO) The number of issued and outstanding shares for the specified security. Each exchange has its own methods for calculating TSO. The TSO for OTCBB companies can be found on OTCBB.com, under the "Company Profile" section. Transfer Agent A specialized agency appointed by a corporation to maintain records of stock and bond owners; to cancel and issue certificates; and to resolve problems arising from lost, destroyed, or stolen certificates. A corporation may also serve as its own transfer agent. Transfer on Death A form of registration that allows shareholders to name on their certificate the party they would like to receive the shares at the time of their death. Treasury Stock Holder ID - STOCKTRACKThis information is used for reporting on shares held by the company. The Holder ID is entered on the Settings screen (under Utilities). The Holder ID must be entered as the Treasury ID prior to transferring certificates to the treasury. (see Adding Stock Treasury ID) Treasury stock is considered to be issued but not outstanding. Treasury stock is not entitled to participate in cash or stock dividends. StockTrack treats shares held in the Treasury account appropriately. See Transfer Certificates in the StockTrack on-line help for information on transferring certificates to the treasury. Trust A relationship established by agreement between a Grantor and a Trustee to manage assets or property for another's benefit. Trustee A person or institution holding property in Trust. The trustee manages and invests the assets and makes distributions according to the terms of the trust. Underwriter The investment banking firm that brought the company public. Voluntary Investments Direct Stock Purchase Plans and Dividend Reinvestment Plans provide a convenient method of purchasing additional shares of stock. Plans have minimum and maximum investment requirements and there may be a small service charge for processing the investment. Warrant A certificate issued by a company giving the holder the right to purchase securities at a stipulated price within specific time limits or perpetually. A warrant is sometimes offered by a company as an inducement to buy an offering of common stock or other securities. Withdrawing Certificates Shareholder revokes certificates from a repository. Certificates can be issued for any whole shares held in your reinvestment plan account. Certificates cannot be issued for fractional shares. Yield In general, a return on an investor's capital investment. For bonds, the coupon rate of interest divided by the purchase price, called current yield. Also, the rate of return on a bond, taking into account the total of annual interest payments, the purchase price, the redemption value, and the amount of time remaining until maturity.
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