I.
Stocks
a.
Common Stock – Corporations are a form of
business that offer ownership in the company to the general public through the issuance
of stock. A company “goes public” by
organizing itself as a corporation (in accordance with the business laws of the
country in which it operates) and issuing shares of stock on a stock exchange
through an Initial Public Offering (IPO).
The largest stock exchange in the U.S. is the New York Stock Exchange
(NYSE) located on Wall Street in New York City.
All of the major U.S. corporations, along with many major foreign
corporations, list their stock on the NYSE.
This stock exchange is so famous that it has become synonymous with the
words “Wall Street”. Stock (ownership) in
a corporation is purchased through buying shares of the company’s stock through
traders on the stock exchange where the company is listed. The money raised by issuing shares of stock
can be used by the corporation to fund its operations or pay its
obligations. Once issued, the price per
share of a company’s stock rises and falls based on many things including; market conditions, number of company shares on
the market, competition, public opinion, the company’s financial condition, etc…
Corporations are legal entities that are
separate from their owners. Corporations
are owned by their shareholders.
However, corporations can own property, incur debt, sue and be sued
separate from the owners. This unique
quality of a corporation to operate independent of the owners (shareholders)
protects the owners from damages related to issues such as legal liability and the
solvency of the corporation. If the
corporation is found culpable in a legal battle, or is unable to pay its debts
or other obligations the shareholders are not held liable. The only loss the shareholders incur related
to legal obligations of the corporation, or if a corporation goes bankrupt or
out of business, is the loss of the value of the stock held by the shareholders.
All of a corporation’s shares that have the same rights are known as “common
stock”. Ownership of common stock
provides you with certain rights in relation to the operation of the
corporation such as;
1.
ownership of a nonredeemable security (share of
company stock)
2.
the right to offer your nonredeemable security
(company stock) for sale at any time and for any price
3.
the right to limited liability (as discussed in
the paragraph above)
4.
the right to receive a copy of the company’s
annual report
5.
the right to attend shareholder meetings
6.
the right to vote to elect the company’s board
of directors, and to vote on other matters that come before the board of
directors (the number of votes is equal to the number of shares of common stock
owned)
7.
the right to examine some of the company’s
financial and other records
8.
the right to receive a share of any dividends
declared by the company’s board of directors
9.
the right to share in the assets of the company
upon dissolution or liquidation
b.
Preferred Stock – Preferred stock can be thought
of as a hybrid between common stock and corporate bonds. They are like bonds in that the return on the
investment is fixed and usually limited.
They are like common stock in that they do not mature (expire) and the
holder is an owner not a creditor. They
are also in the middle with regard to access to corporate assets upon
dissolution or liquidation. In general bond
holders receive first right to corporate assets upon dissolution or
liquidation, preferred stock holders receive second right to the assets and
common stock holders receive third right.
Preferred stock holders also receive preferential right to corporate
dividends over the common stock holders.
However, they rank behind corporate bonds with respect to dividends
because the corporation has a legal requirement to pay interest on bonds whereas
there is no such legal requirement to pay dividends to preferred stock
holders. The actual rights of the
preferred stock holder are found in the company’s charter. Preferred stock is issued in many different
forms including cumulative1,
participating2, redeemable3 and convertible4. Because the return on preferred stock is
limited to that declared when the stock is issued the growth possibilities are
generally not as good as with common stock.
Also, the return on preferred stock is normally tied to a percentage of
the dividend declared on the stock and as such the return could be deferred, or
eliminated if the board of directors defers dividends or defaults on the
dividend. Preferred stock holders
normally cannot vote in company elections unless the dividends are in default.
II.
Bonds
a.
A bond is formal evidence of a debt owed. Bonds are issued by corporations, federal,
state and local governments as a means to finance certain activities and/or
projects or to fund ongoing operations.
When a corporation or government issues a bond they are offering the
holder of the bond a promise to be paid a specific amount of interest at
specific intervals and for a specific duration (term or maturity). When the bond matures (expires or finishes it
term) the corporation or government promises to repay the bond holder the
amount of money originally paid for the bond (the principle).
b.
As an investment bonds are fairly easy to
understand because generally the maturity (duration), interest rate, and interest
payment schedule are published with the bond so it is very clear what you are
buying. However, there are a vast
variety of different types of bonds so understanding what type you are buying
can get a bit confusing. For example; bearable bond5, callable bond6, convertible debenture7, discount
bond8, first mortgage
bond9, registered bond10
and serial bond11 are a
few of the different types of bonds available on the market.
c.
In general the interest rate paid on a bond is
proportional to the risk associated with the issuer of the bond. The U.S. Treasury bill (T-bill) is considered
the safest and most marketable security in the world and therefore merits the
lowest interest rate. The U.S. Treasury
also issues savings bonds, Treasury bonds and Treasury notes that all merit
ultra-low interest rates because they are considered to be virtually “risk
free” as they are backed by the full faith and security of the U.S. Federal
government. The U.S. Federal government
has never defaulted on payment of its bond obligations. Bonds issued by state and local governments (municipal
bonds) are also considered low risk (albeit not zero risk as there have been
examples of school districts, cities and even states defaulting on their
bonds). The risk associated with corporate bonds varies widely based on the
credit rating of the company issuing the bonds.
Federal, municipal and corporate
bonds are rated by many domestic and international rating agencies. The three major U.S. rating agencies are: Moody’s12,
Standard & Poor’s (S&P)13
and Fitch Group14. As stated before the U.S. T-bill is
considered the safest and most marketable security in the world and as such the
U.S. Federal government has historically held the highest possible rating by
all three major U.S. rating agencies (Aaa by Moody’s, AAA by S&P and
Fitch). However, on August 5, 2011 the
S&P rocked the domestic and international investment markets by downgrading
the U.S. Federal government from AAA (outstanding) rating to AA+ (excellent)
rating. Moody’s and Fitch did not
downgrade the government but each did issue a negative outlook in 2011 for the
government retaining the highest rating.
Fitch has since removed its negative outlook in March of 2014.
d.
In general the amount of interest a government
or corporation must offer in order to attract buyers to their bonds increases
as their credit rating decreases. Bonds
with a rating of “BB” by S&P and Fitch, or “Ba” by Moody’s are often
referred to as “junk” or “high-yield” bonds as they are considered high risk,
speculative or below investment grade and therefore carry much higher interest
rates (yields) than bonds from issuers with higher credit ratings. Bond prices generally fluctuate inversely
with market interest rates (i.e. when
interest rates rise bond prices fall and when interest rates fall bond prices
rise)15. Municipal bonds
have the added advantage of paying interest that is normally free from federal
taxes.
III.
Cash
a.
Savings accounts (passbook accounts),
Certificates of Deposit (CDs) and interest bearing checking accounts are the
primary examples of “cash” investments.
The interest paid on such “cash” accounts are, in general, lower than
the other types of investment vehicles described above and for the past several
years have been at near zero (below zero when adjusted for inflation). However, in terms of security, as long as the
money is placed in an institution that is insured then the principle is
guaranteed up to the limit of the insurance on the account. Also, in terms of liquidity, or ease of
access to the funds, cash accounts are considered the most liquid investment
because funds can be withdrawn at any time, normally without penalty (except in
the case of early withdrawal from a CD).
It is always a good idea to have a certain amount of cash on hand to
cover emergency needs, but in the current ultra-low interest environment on
cash accounts it is advisable to keep cash to a minimum.
IV.
Risk vs return
a.
The primary risk associated with ownership of
corporate common stock is the decrease in stock price. If you must sell your shares and the per
share price of the stock is less than when you bought the shares you will
suffer a loss on the sale.
b.
In general, the larger the potential return on
an investment, the higher the risk.
Below is a table that compares the general risk vs return of the three
main investment vehicles discussed in this lesson:
|
Investment
Vehicle
|
Risk
|
Return
|
|
Stock
|
High
|
High
|
|
Bond
|
Low/high
(depending on type of bond)
|
Low/High (depending
on type of bond)
|
|
Cash
|
Low
|
Low
|
Foot Notes
1 Past,
omitted dividends are paid to preferred shareholders, then to common
shareholders.
2 The
stock holder has the right to the normal preferred dividend rate plus a bonus
dividend based on a predetermined condition.
3 The
issuer of the stock can buy it back and retire it.
4 The
stock holder has the option, past a certain date, to convert the shares into a
number of common shares.
5 A bond
on which the owner’s name is not registered with the issuer.
6 Also
known as a redeemable bond, the issuer can redeem this bond before it reaches
maturity. Usually, the bond owner is paid a premium when the bond is called.
7 A
company-issued loan that the bond holder, or sometimes the issuer, can convert
into stock. This allows for a lower interest rate paid by the issuer.
8 A bond
issued, or currently trading in the secondary market, for less than its par/face
value.
9 A bond
backed by real property or real estate owned by the issuer.
10 The
company records (registers) the bond owner’s name and contact information in
order to pay the correct person.
11 Multiple
bonds issued at the same time and quoted by their yield that mature at regular
intervals until all the bonds have matured.
12 This
corporation provides credit ratings, research, tools, and analysis for
transparent and integrated financial markets. It is the parent company of
Moody’s Investors Service (credit ratings and research on debt instruments and
securities) and Moody’s Analytics (software, advisory services, and research on
credit and economic analysis and financial risk management).
13 This
rating service provides an opinion on the general creditworthiness of an
obligor.
14 This
service provides financial information through Fitch Ratings (credit ratings
and research), Fitch Solutions (credit market data, analytical tools, and risk
services), Fitch Learning (learning and development solutions for the global
financial services industry), and Business Monitor International (country risk
and industry analysis specializing in emerging and frontier markets).
15 If
interest rates drop (to 5% for example), higher return rates (such as 9%) are
more attractive. Therefore, more people buy those bonds, increasing the price
until the yield matches the dominant interest rate (5%). If interest rates
increase (to 9%), the lower return rates (5%) become less attractive, forcing
the bond prices to decrease to attract demand and increase the yield.