Financial lingo can be confusing, but it is nonetheless very important to grasp for those interested in investing in products like stocks, bonds or mutual funds. Many of the financial ratios used in fundamental analysis include terms like outstanding shares and the float. Let's go through the terms shares and float so that next time you come across them, you will know their significance.
Restricted and Float
When you look a little closer at the quotes for a company's stock there may be some obscure terms you've never encountered. For instance, restricted shares refer to a company's issued stock that cannot be bought or sold without special permission by the SEC. Often, this type of stock is given to insiders as part of their salaries or as additional benefits. Another term you may encounter is float. This refers to a company's shares that are freely bought and sold without restrictions by the public. Denoting the greatest proportion of stocks trading on the exchanges, the float consists of regular shares that many of us will hear or read about in the news.
Authorized shares refer to the largest number of shares that a single corporation can issue. The number of authorized shares per company is assessed at the company's creation and can only be increased or decreased through a vote by the shareholders. If at the time of incorporation the documents state that 100 shares are authorized, then only 100 shares can be issued.
But just because a company can issue a certain number of shares doesn't mean it will issue all of them to the public. Typically, companies will, for many reasons, keep a portion of the shares in their own treasury. For example, company XYZ may decide to maintain a controlling interest within the treasury just to ward off any hostile takeover bids. On the other hand, the company may have shares handy in case it wants to sell them for excess cash (rather than borrowing). This tendency of a company to reserve some of its authorized shares leads us to the next important and related term: outstanding shares.
Not to be confused with authorized shares, outstanding shares refer to the number of stocks that a company actually has issued. This number represents all the shares that can be bought and sold by the public, as well as all the restricted shares that require special permission before being transacted. As we already explained, shares that can be freely bought and sold by public investors are called the float. This value changes depending on whether the company wishes to repurchase shares from the market or sell out more of its authorized shares from within its treasury.
Let's look back at our company XYZ. From the previous example, we know that this company has 1,000 authorized shares. If it offered 300 shares in an IPO, gave 150 to the executives and retained 550 in the treasury, then the number of shares outstanding would be 450 shares (300 float shares + 150 restricted shares). If after a couple of years XYZ was doing extremely well and wanted to buy back 100 shares from the market, the number of outstanding shares would fall to 350, the number of treasury shares would increase to 650 and the float would fall to 200 shares since the buyback was done through the market (300 – 100).
The number of outstanding shares can fluctuate in other ways as well. In addition to the stocks they issue to investors and executives, many companies offer stock options and warrants. These are instruments that give the holder a right to purchase more stock from the company's treasury. Every time one of these instruments is activated, the float and shares outstanding increase while the number of treasury stocks decreases. For example, suppose XYZ issues 100 warrants. If all these warrants are activated then XYZ will have to sell 100 shares from its treasury to the warrant holders. Thus, by following the most recent example, where the number of outstanding shares is 350 and treasury shares total 650, exercising all the warrants would change the numbers to 450 and 550, respectively, and the float would increase to 300. This effect is known as dilution.
The Bottom Line
Because the difference between the number of authorized and outstanding shares can be so large, it's important to realize what they are and which figures the company is using. Different ratios may use the basic number of outstanding shares while others may use the diluted version. This can affect the numbers significantly and possibly change your attitude toward a particular investment. Furthermore, by identifying the number of restricted shares versus the number of shares in the float, investors can gauge the level of ownership and autonomy that insiders have within the company. All these scenarios are important for investors to understand before they make a decision to buy or sell.