Chapter 1 - Equity securities Flashcards

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1
Q

another word for equity?

A

stock

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2
Q

types of securities

A

common stock
preferred stock
bonds
mutual funds
variable annuities
variable life insurance
options
rights
warrants
ETFs/ETNs
real estate investment trusts
CMOs

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3
Q

types of nonsecurites

A

whole life insurance
term life insurance
IRAs
retirement plans
fixed annuities
prospectus
confirmations

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4
Q

another word for debt

A

bonds

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5
Q

two typs of stock

A

common and preferred

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6
Q

what is the corporate timeline for a stock

A
  1. authorized
  2. issued
  3. outstanding
  4. treasury
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7
Q

Additional authorized shares may be issued in the future to:

A

Pay a stock dividend
Expand current operations
Exchange common shares for convertible preferred or convertible bonds
To satisfy obligations under employee stock options or purchase plans

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8
Q

Authorized stock

A

It is the maximum number of shares that a company may sell to the investing public in an effort to raise cash to meet the organization’s goals
The number of shares is arbitrarily determined and is set at the time of incorporation
A corporation may sell all or part of it’s authorized stock
If they want to sell more than the authorized amount, the shareholders must approve an increase in the number of authorized shares

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9
Q

Issued stock

A

Stock that has been sold to to the investing public
The number of authorized shares typically exceeds the total number of issued shares so that the company can sell additional shares in the future to meet its needs
Once they have been sold to the public, they will be counted as issued shares, regardless of their ownership or subsequent repurchase by the corporation
NOTE: the total number of issued shares may never exceed the number of authorized shares

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10
Q

Outstanding stock

A

It is stock that actually remains in the hands of the investing public
EXAMPLE:
XYZ corporation has 10,000,000 shares authorized and has sold 5,000,000 shares to the public during its initial public offering. In this case, there would be 5,000,000 shares of stock issued and 5,000,000 shares outstanding

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11
Q

Treasury stock

A

Stock that has been sold to the investing public, but then repurchased by the corporation
The corporation may elect to reissue the shares or it may retire the shares that it holds in treasury stock
It does not receive dividends, nor does it vote

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12
Q

a corporation may elect for treasury stock because

A

Maintain control of the company
Increase earnings per share
Fund employee stock purchase plans
Use shares to pay for a merger or acquisition

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13
Q

formula for treasury stock

A

Issued stock - outstanding stock = treasury stock

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14
Q

once the shares are issued they will always be counted as?

and the only thing that changes is?

A

issued shares

the number of outstanding shares and the number of treasury shares

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15
Q

Book value

A

It is the theoretical liquidation value of the company
It is found by taking all of the company’s tangible assets and subtracting all of its liabilities

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16
Q

book value formula

A

Total book value / total number of outstanding common shares

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17
Q

If the company sells additional shares to raise capital, they must first do what?

A

offer new shares to existing shareholders

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18
Q

Preemptive rights means?

A

This means an investor has the right to maintain their percentage interest in the company

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19
Q

existing shareholders have preemptive rights to purchase new shares how?

A

at a discount to the current market value for up to 45 days which is known as subscription price

Once the subscription price is set, it remains constant for 45 days while the price of the stock is moving up and down

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20
Q

There are 3 possible outcomes for a right:

A

Exercised
-The investor decides to purchase the additional shares and send in the money along with the rights to receive the additional shares
Sold
-The rights have value and of the investor does not want to purchase the additional shares, they may be so0ld to another investor who would like to purchase the shares
Expire
-The rights will expire when no one wants to purchase the stock. This will only occur when the market price of the share has fallen below the subscription price of the right and the 45 days has elapsed

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21
Q

Cum rights

A

It is a situation where once the rights offering has been declared, the company’s common stock will trade with the right attached
Happens between declaration date and ex date
After the ex date the stock will trade without the rights attached or will trade ex rights

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22
Q

what happens to the value of the common stock on the ex-rights date?

A

will be adjusted down by the value of the right

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23
Q

During the rights offering each share will be issued how many rights?

A

one right

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24
Q

Cum rights formula

A
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25
Q

Ex-rights date formula

A
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26
Q

Shareholders are part owners of the company so they have the say on how the company is run and can vote on what?

A

Election of the board of directors
Issuance of bonds or additional common chars
Stock splits
Mergers and acquisitions
Major changes in corporate policy

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27
Q

Two methods of voting

A

Statutory
In the example of voting for board of directors, it requires that the votes be distributed evenly among the candidates for who the investor wishes to vote
Cumulative
In the example of voting for the board of directors, it allows the shareholders to cast all of their votes in favor of one candidate if they choose to do so.
This method is said to favor the smaller investor for this reason

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28
Q

A stockholder’s liability is limited to what?

A

the amount of money inverted in the stock.
They can not be held liable for any amount past their invested capital

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29
Q

Ownership of common stock is created by a stock certificate which includes:

A

Name of the issuing company
Number of shares owned
Name of the owner of record
CUSIP number

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30
Q

to Transfer or sell the shares the owner must do what?

A

The owner must endorse the stock certificate or sign a power of substitution known as a stock or bond power
Signing the certificate or a stock or bond power makes the securities transferable into the new buyers name

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31
Q

Transfer agent is what ?

A

It is a company that is in charge of transferring the record of ownership from one party to another which includes:
Cancels old certificates registered to the seller
Issues new certificates to the buyer
Maintains and records a list of stockholders
Maintains and records a list of stockholders
Ensures that the shares are issued to the correct owner
Locates lost or stolen certificates
Issues new certificates in the event of destruction
May authenticate a mutilated certificate

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32
Q

The registrar is what?

A

It is a company responsible for auditing the transfer agent to ensure that the transfer agent does not erroneously issue more shares than are authorized by the company

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33
Q

CUSIP numbers stands for what?
and what are they?

A

Stands for “Committee on Uniform Securities Identification Procedures issues

They are the numbers that are printed on the stock or bond certificate to help identify the security

May also appear on trade confirmations

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34
Q

In the event of bankruptcy or liquidation, after all the other security holders have been paid, common stockholders have the right to what?

A

receive their proportional interest in residual assets
For this reason common stockholders is the most junior security

35
Q

Why do people buy common stock?

A

For capital appreciation

36
Q

dividend yield or the current yield is what?

A

The amount of income the investor is paid each year is relative to what the investor has paid, or will pay for the stock

37
Q

Current yield formula

A

Current yield = annual income / current market price

38
Q

DRIP stands for what?

what is it?

A

Dividend reinvestment program

Some investors may elect to have their shares enrolled in this program
The dividend received by the shareholders will be used to purchase additional shares of the corporation
Investors will be liable for the taxes on the dividend and the amount of the dividends reinvested will be added to their cost base for tax purposes
As long as the company pays a dividend the investor will have more shares of the company at the end of each year

39
Q

What are the risks of owning common stock?

A

Can fall in value even if its a great company
Dividends may be stopped
The corporation is in no way obligated to pay a dividend to stockholders
Junior claim or corporate assets
Last person to get paid if the company gets liquidated

40
Q

How does someone become a stockholder?

A

Purchase shares directly from company when the stock is offer to the public directly
Investor to investor transactions

41
Q

Important dates regarding transactions which are done for a “regular way” settlement

A
  • Trade Date
    • When the order is actually executed
    • May not be executed the same day it was placed
  • Settlement date
    • The buyer of the security actually becomes the owner of record on the settlement date
    • Buyer and seller names are updated on the security
    • Two business days after trade date which is known as T+2
      • For all stock, preferred stock, corporate bonds, and municipal bonds
    • Government bonds and options settle the next business day following the trade date
  • Payment date
    • Its the day when the buyer of the security has to have the money to the brokerage firm to pay for the purchase
    • T+4
      • For common stock, preferred stock, corporate bonds, municipal bonds
    • Regulated by the Federal Reserve Board under Regulation T of the Securities Exchange Act of 1934
  • Violation
    • If the customer fails to pay for the purchase within the four business days allowed, the customer is in violation of Regulation T
      • Resulting with the firm to “sell out” and freeze the customer’s account
      • Customer is responsible for any loss that may occur as a result of the sell out and the brokerage firm may sell out shares of another company in the customer’s account to pay for the loss
    • 90 day probation
      • Before 90 days are up
        • Customer must deposit money up front for any purchases
      • After 90 days are up
        • Customer considered to have reestablished good credit and then can conduct business as usual
42
Q

Preferred stock means?

A
  • Its an equity security with a fixed income component
  • They are an owner of the company like common stock, but includes fixed income generated through semiannual dividends
  • Corporations must pay the dividend
  • Growth is not achieved through investing in preferred shares
43
Q

Par Value of preferred stock?

A
  • What the dividend is based on
  • $100 unless otherwise stated
  • Express the dividend as a percentage of par value for preferred stock
  • EXAMPLE
    • How much would the following investor receive in annual income from the investment in the following preferred stock?
    • An investor buys 100 shares of XYZ 9% preferred.
    • $100 x 9% = $9 per share x 100 = $900
44
Q

Payment of dividends for preferred stock?

A
  • Must be paid before any dividends are paid to common shareholders
45
Q

Distribution of assets for preferred stock?

A
  • If a corporation liquidates or declares bankruptcy, the preferred shareholders are paid prior to any common shareholder
46
Q

is preferred stock perpetual?

A
  • They have no maturity date
  • They can be held as long as they want or until the shares are called by the company under a call feature
47
Q

is preferred stock voting?

A
  • Most is nonvoting
  • Sometimes they may receive voting rights if the corporation misses several dividend payments
48
Q

is preferred stock Interest rate sensitive?

A
  • Their price will be more sensitive to changes in interest rates than the price of their common stock counterparts
  • If interest rates decline
    • Preferred stock value tends to increase
  • If interest rates rise
    • Preferred stock tends to fail
  • This is known as inverse relationship
49
Q

types of preferred stock?

A
  • Straight / Noncumulative
    • Has no additional features
    • Holder is entitled to the stated dividend rate and nothing else
    • If corporation is unable to pay the dividend it is not owed to the investor
  • Cumulative preferred
    • Protects the investor in cases when the corporation is having financial difficulties and con not pay the dividend
    • Dividends accumulate until the corporation is able to pay them
    • EXAMPLE
      • XYZ has an 8% cumulative preferred stock outstanding. It has not paid the dividend this year or for the prior three years. How much of XYZ cumulative preferred be paid per share before the common stockholders are paid a dividend?
      • The dividend has not been paid this year nor for the previous three years, so the holders are owed four years’ worth of dividends or:
      • 4 x $8 = $32 per share
  • Participating preferred
    • They are entitled to receive the stated preferred rate as well as additional common dividends
  • Convertible preferred
    • Allows the preferred stockholder to convert or exchange their preferred shares for common shares at a fixed price known as the conversion price
    • EXAMPLE
      • XYZ has issued a 4% convertible preferred stock which may be converted into common stock at $20 per share. How many shares may the preferred stockholder receive upon conversion?
      • Number of shares = par / conversion price (CVP)
      • $100/$20 = 5
      • The investor may receive five common shares for every preferred share
  • Callable preferred
    • Only benefits the company and not the investor
    • It allows the corporation to call in or redeem the preferred shares at their discretion or after some period of time has expired
    • Most of these can not be called in the first few years after issuance
      • This is know as call protection
    • Many callable preferred stock may be called at a premium price above par
    • Main reason for this to happen
      • To eliminate the fixed dividend payments
      • Sell new preferred stock with lower dividend rate when interest rates decline
    • More likely to be called when interest rates decline
50
Q

Types of dividends

A
  • Cash
    • Most common form (one that the test focuses on)
    • They get sent out in the form of a check
    • If the stock is held at a brokerage firm the check will be credited to the investors account
    • “Street name”
      • Securities held in the name of the brokerage firm
    • FORMULA
      • Amount of shares x dividend to be paid
  • Stock
    • This is done if the corporation wants to reward shareholders but wants to reserve cash
    • Each investor will receive additional number of shares based on the number of shares they own
    • The market price of the stock will decline after the stock dividend is distributed to reflect the fact that there are now more shares outstanding, the the total market value of the company will remain the same
    • FORMULA
      • Number of shares x amount of stock dividend to be paid
51
Q

Dividend distribution

A
  • Can not discriminate who receives dividends
  • Investor do not need to notify the company if they are entitled to dividend because it will be sent automatically
  • New purchasers may not be entitled to dividend depending when the stock was purchased
52
Q

Dividend distribution process

A
  • Declaration date
    • The day the board of directors decides to pay a dividend to common stockholders of record
    • Starting point for the entire dividend process
    • The company must notify FINRA at least 10 business days prior to record date
  • Ex-dividend date (aka “ex date”)
    • First day when purchasers of the security are no longer entitled to receive the dividend that the company has declared for payment
    • Also explained as the first day when the stock trades without (ex) the dividend attached
    • Based on the record date determined and announced by the corporation’s board of directors
    • Because it takes 2 business days for a trade to settle, the ex date is always 1 business day prior to the record date
  • Record date
    • This is when the investors must have their name recorded on the stock certificate in order to be entitled to receive the dividend that was declared by the board of directors
    • The investor would have had to purchase the stock before the ex-dividend date in order to be an owner of record on the record date
    • This date is determined by the corporation’s board of directors and is used to determine the shareholders that will receive the dividend
  • Payment date
    • This is the day when the corporation actually distributes the dividend to shareholders and it completes the dividend process
    • Controlled and set by board of directors and usually 4 weeks following the record date
53
Q

On the ex-dividend date the stock is now doing what?

A
  • trading without the dividend attached and new purchasers will not receive the dividend that has been declared for payment
    • As a result the stock price will be adjusted down by the dividend amount on the ex-dividend date
54
Q

Taxation of dividends

A
  • All qualified dividends are taxed at a rate of 15% for ordinary income earners and a set rate of 20% for high-income earners
  • A key to determine which rate applies will be the investor’s marginal tax rate
  • If a question ON THE TEST asks about an investor who is in a high tax bracket such as 39%, the 20% rate will apply for the year the dividend is received
  • NOTE: dividends are NOT taxed until the investor sells their shares
55
Q

Selling dividends is ok?

A
  • Violation!
  • Using a pending dividend as a means to create urgency on the part of the investor to purchase the stock is a prime example of this type of violation
56
Q

Dividend disbursement process

A
  • The corporation’s dividend disbursement agent will send dividends to the shareholders of record on the record date
  • Most investors have their securities held in the name of the broker dealer (aka street name)
    • In this case the dividend goes to the broker dealer
    • Then distributed to the shareholders
57
Q

what is a warrant?

A
  • It is a security that gives the holder the opportunity to purchase common stock
  • Like a right, the warrant has a subscription price
    • BUT the subscription price on a warrant is always above the current market value of the common stock when the warrant is originally issued
  • Warrant has a much longer life than a right
  • May have up to 10 years to purchase the stock at the subscription price
    • The longer life is what makes this valuable, even though the subscription price is higher than the market price of the common stock when the warrant is issued
58
Q

How do people get warrants?

A
  • Units
    • Many times corporations will issue warrants to people who have purchased their common stock when it was originally sold to the public during its initial public offering (IPO)
    • A common share that comes with a warrant attached to purchased an additional common share is known as a “unit”
  • Attached to bonds
    • Companies will attach warrants to their bond offerings as a “sweetener” to help market the bond offering
      • This may allow the bond to be issued with a lower coupon rate
  • Secondary market
    • Can be purchased just like common stock
  • Possible outcomes of a warrant
    • Exercised or sold
    • Expire if the stock price is below the warrant’s subscription price at its expiration
59
Q

warrants VS rights

term?

subscription price?

trading?

Who?

A
60
Q

ADRs

A

American depositary receipts

  • It is the trading of foriegn securities in the US markets
  • Is a receipt that represents the ownership of the foreign shares that are being held abroad in a branch of the US bank
  • Between 1-10 chares of the foriegn stock
  • Holder may request delivery of the forieng shares
  • Have the right to vote
  • Right to receive dividends
61
Q

currency risk of ADRs?

A
  • If the currency of the country decline relative to the US dollar
    • The holder will receive fewer US dollars when a dividend is paid since it is paid in the foreign currency to a custodian bank
      • The bank will convert the dividend to US dollars
    • Holder will receive less in US dollars when the security is sold
62
Q
  • Functions of the custodian bank issuing ADRs
A
  • Issued and guaranteed by the bank that holds the foreign securities on deposit
  • They are the registered owner of the forieng shares
  • They must guarantee that the foreign shares remain in the bank as long as the ADRs remain outstanding
  • Foreign corporations want to use ADRs because
    • Its a way of generating US interest in their company
    • Allows them to avoid the long and costly registration process for their securities
63
Q

GDR

A

Global depository receipts

  • Similar to ADR but is issued by an international depository
  • Allows underlying shares of trade globally in many different countries and markets
  • They do not trade in the US
64
Q

REITs

A

Real estate investment trusts

  • It is a special type of equity security
  • They are organized for the specific purpose of buying, developing, or managing a portfolio of real estate
  • They are organized as a corporation or as a trust
  • Publicly traded REITs will trade on the exchanges or OTC markets just like stocks
  • Organized as a conduit for the investment income generated by the portfolio of real estate
65
Q

REITs are taxed how?

A
  • They are entitled to special tax treatment under the IRS code subchapter M.
    • A REIT will not pay taxes at the corporate level if:
      • It receives 75% of its income from real estate
      • It distributes at least 90% of its taxable income to shareholders
    • If these requirements are met:
      • Income will be allied to flow through the shareholders and will be taxed at their rate
      • dividends of shareholders will be taxed as ordinary income
    • NOTE: REITs do not pass through losses or expenses to shareholders, only income
66
Q
  • An investor will choose to invest in a REIT because:
A
  • The greater liquidity provided by the REIT and the quality of the property manager
67
Q

Non-traded REITs

A
  • Lack liquidity
  • Have high fees
    • As much as 15% of the per share price
    • Commissions and expense which can not exceed 10% of the offering price
  • Can be difficult to value
  • Investors are attracted by the high yields of these investments
  • Holding periods can be 8 years or more and opportunities to liquidate the investments may be very limited
  • Distributions themselves may be based on the use of borrowed funds and may include a return of principal which may be adversely impacted and cause the distributions to be vulnerable to being significantly reduced or stopped all together
  • Distributions may exceed cash flow and the amount of the distributions (if any) are at the discretion of the Board of Directors
  • Must distribute 90% of the income to shareholders and must file annual reports (10-Ks) and quarterly reports (10-Qs) with the SEC
  • Broker dealers who sell these securities must provide investors with a valuation of the REIT within 18 months of the closing of the offering of shares
68
Q

DPP and LP are what?

A

Direct participation programs and limited partnerships

  • They are entities that allow income expenses, gains, losses and tax benefits to be passed through to the investors
  • Generally no secondary market for these
69
Q

Limited partnerships are what?

A
  • Allows the economic events of the partnership to flow through to the partners
  • These events include:
    • Income
    • Gains
    • Losses
    • Tax credits
    • Deductions
70
Q

two types of limited partnerships?

A
  • Limited partners
    • Put up the investment capital
    • Losses are limited to their investment
    • Receive the benefits from the operation
    • May vote to change the objective of the partnership
    • May vote to switch or remove the general partner
    • May sue the general partner if they do not act in the best interest of the partnership
    • may never exercise any management or control over the limited partnership
      • Doing so would jeopardize their limited status and they may be considered a general partner
  • General partners
    • It is a person or corporation that manages the business and has unlimited liability for the obligations of the partnership business
    • Buy and sell property for the partnership
    • Receive compensation for managing the partnership
    • Enter into legally binding contracts for the partnership
    • Must maintain financial interest of at least 1!
    • They may NOT:
      • Commingle funds of the general partner with the funds of the partnership
      • Compete against the partnership
      • Borrow from the partnership
71
Q

how is the partnership level taxed?

A
  • There are no tax consequences at the partnership level
    • To qualify for the preferential tax treatment, a DPP or LP must avoid at least two of the six characteristics of a corporation which are:
      • Continuity of life
      • Profit motive
      • Central management
      • Limited liability
      • Associates
      • Freely transferable interest
    • Some can not be avoided:
      • Associates
      • Profit motive
    • Easiest two to avoid:
      • Continuity of life
      • Freely transferable interest
    • The LP can put a termination date on the partnership and substitute limited partners may not be accepted or may only be accepted once the general partner has agreed
72
Q

what will will be one of the main points detailed in the partnership agreement?

A

Powers and limitations of the general partner’s authority

73
Q

Before forming the limited partnership, the general partner will have to do what?

A
  • file a certificate of limited partnership in the state in which the partnership is formed which will include:
    • Name and address of the partnership
    • A description of the partnership’s business
    • The life of the partnership
    • Size of limited partner’s investments (if any)
    • Conditions for assignment of interest by limited partners
    • Conditions for dissolving the partnership
    • Conditions for admitting new limited partners
    • The projected date for the return of capital if one is set
  • Change to any of these conditions must be updated on the certificate within 30 days
74
Q

Most limited partnerships will be offered to investors through a what?

A
  • private placement
    • If so, they receive a private placement memorandum
    • Only offered to accredited investors, BUT a few limited partnerships will be offered to the public through a standard public offering
      • If so, they receive a prospectus
75
Q

If partnership is sold through a syndicator?

A
  • The syndicator is responsible for filing the partnership documents
  • Maximum fee received is limited to 10% of the offering
76
Q

If a secondary market develops for a partnership?

A
  • It will be known as a master limited partnership or MLP
  • All investors will complete the partnership’s subscription agreement which will include:
    • A power of attorney appointing the general partner
    • A statement of the prospective limited partner;s net worth
    • A statement regarding the prospective limited partner’s income
    • A statement from the prospective limited partner that they understand and can afford the risks related to the partnership
77
Q

Types of limited partnerships

A
78
Q

Tax reporting for DPPs

A
  • They are either limited partnerships or as Subchapter S corporations
    • These allow for flow-through of income and losses and the DPP has no tax consequences
  • DPP will only report the results of its operations to the IRS
  • Responsibility for paying any taxes due rests with the partners or shareholders
  • They allow the losses to flow through to the investors
  • Losses can only be used to offset the ordinary income
  • Investors should NOT purchase these simply for the tax benefits BUT they should purchase them to earn a return
  • If it has been formed to simply get the tx benefits they may be subject to strict penalties
    • Like owe back taxes, fines, or be prosecuted for fraud
79
Q
  • Investors should analyze the key features of the partnership to ensure that the partnership’s objectives meet their investment objectives, like:
A
  • Economic viability of the program
  • Tax considerations
  • Management’s ability
  • Lack of liquidity
  • Time horizon
  • Whether it is a blind pool or a specific program
    • Blind pool is a partnership in which less than 75% of the assets that the partnership is going to acquire have been identified
    • Specific program is more than 75% of the assets that the partnership is going to acquire have been identified
  • Internal rate of return
    • Is discounted present value of its projected future cash flow
80
Q

DPP and LP - Tax deductions VS. Tax credits

A
  • Tax deductions that are generated by partnerships are used to lower the investor’s taxable income
  • Tax credit results in a dollar-for-dollar reduction in the amount of taxes due from the investor
81
Q

2 types of loans that a partnership may take out:

A
  • Nonrecourse loan
    • If the partnership defaults, the lender has no recourse to the limited partners
  • Recourse loan
    • In the event of the default, the lender can go after the limited partners for payment
    • This can increase the investor’s cost base
82
Q

Partners must monitor their cost base and adjust it for:

A
  • Cash or property contributions to the partnership
  • Recourse loans
  • Any cash or property received from the partnership
  • Investors are responsible for any gain on the sale of their partnership interest in excess of their cost basis
83
Q

Dissolving a partnership

A
  • Will terminate on the date set forth in the agreement, unless terminated earlier
  • May dissolve if a majority of the limited partners vote for its dissolution
  • If the partnership terminates its activities:
    • The general partner must cancel the certificate of limited partnership and liquidate the partnership assets
    • The priority of payment will be as follows
      • Secured lenders
      • General creditors
      • Limited partners’ profits first, then return of investment
      • General partner for fees first, then profits, then return of capital
84
Q

an investor in a limited partnership is subject to what kind of risk?

A
  • both liquidity risk and legislative risk. The investor may not be able to liquidate their interest when they need to and the government may change tax laws relating to their investment. As a result, an investor should not have more than 10% of their portfolio in limited partnerships