S79 Formulas Flashcards
Form 3
Individual becomes corp insider (i.e. officer, director or >10% SH) - Deadline: within 10 days
Form 4
Corp Insider changes holdings - Deadline: within 2 business days
Form 5
Corp insider reports transactions in sec’s not in public market - Deadline: 45 calendar days of fiscal year end
13D
Statement of beneficial ownership of greater than 5% - active investors - Deadline: 10 calendar days of transaction. Promptly for any material change to ownership (1%) or intentions
13G
Passive statement of beneficial ownership of greater than 5% - Deadline: 45 calendar days of calendar year end when owning >5%. If passive investor hits 10%, it must be filed at the end of that month If passive investor hits 20%, they must filed a 13D
1.00E-02
Going Private - Deadline: Concurrently with a tender offer, registration statement, or other privatization document
13F
Quarterly filing by institutional investment managers ($100mm+ in assets) - Deadline: 45 calendar days of quarter end
Form 144
Corporate insider preparing to sell shares - Deadline: up to first day of 90-day period when shares are sold
10Q
Quarterly financial report - Deadline: Large Accelerated - 40 calendar days Accelerated - 40 calendar days. Non-accelerated - 45 calendar days. Smaller Reporting - 45 calendar days
10K
Annual financial report - Deadline: Large Accelerated - 60 calendar days Accelerated - 75 calendar days. Non-accelerated - 90 calendar days. Smaller Reporting - 90 calendar days
8K
Current report - newsworthy items - Deadline: 4 business days of event
PRE14A
Preliminary Proxy Statement - Deadline: Filed with SEC 10 days prior to definitive proxy
DEF14A
Definitive Proxy Statement - Deadline: Distributed to shareholders and filed with SEC 20 days prior to shareholder meeting. If made available online, 40 days prior to shareholder meeting
Schedule TO
Includes terms of a tender offer - Deadline: Filed to commence offer, must be made available for at least 20 business days
Schedule 14D-9
Subject company board of directors’ response to a tender offer - Deadline: Due within 10 business days of the Schedule TO filing.
S-3
Short form registration statement - used for follow-on offering
S-4
Merger registration
S-8
Employee Benefit plans
S-11
REITS
Current Yield
Annual Interest/Market Price
Equity Value
Total shares outstanding * stock price, or enterprise value - net debt
Enterprise Value
Equity Value + Debt - Cash + Preferred Stock + Non-Contrilling Interest
Gross Profit Margin
Gross Profit/Sales
EBITDA Margin
EBITDA/Sales
Operating Margin
EBIT/Sales
Net Profit Margin
Net Income/Sales
Ending Shareholders Equity
Beginning SHE+Net Income-Dividends
Total Debt
Loans + Bonds + Notes + Debentures + Capital Leases + Short Term Debt + Current Maturities of Long-Term Debt
Basic EPS
Net Income / Reported Shares Outstanding
Diluted EPS
Net Income / Diluted Shares Outstanding
P/E Ratio
Stock Price / Earnings Per Share OR Equity Value / Net Income
PEG Ratio
(P/E) / Annual Growth Rate
Price-to-Book Ratio
Equity Value / Book Value of Equity OR Stock Price / Book Value per Share
Price to Tangible Book Value
Equity Value / (Book Value of Equity ? Goodwill) OR Stock Price / Tangible Book Value per Share
Dividend Yield
Annual Dividend / Stock Price OR Total Dividends / Market Cap
Dividend Payout Ratio
Annual Dividend / Reported EPS OR Total Dividends / Net Income
Earnings Yield
EPS / Stock Price OR Net Income / Equity Value OR 1 / (P/E)
Name three enterprise value Multiples
EV/Sales, EV/EBITDA, EV/EBIT
Interest Coverage Ratio
Adj. EBITDA / Interest Expense
Debt-To-Capitalization Ratio
Total Debt / (Total Debt + Book Equity)
Invested Capital
Average Equity + Average Net Debt
ROA
Net Income / Average Assets
ROE
Net Income / Average Shareholders’ Equity
ROIC
Adj. EBIT / Invested Capital; Or EBIAT / Invested Capital
ROC
Net Income / Invested Capital
Accounts Receivable Turnover
Sales / Average Accounts Receivable
Days Sales Outstanding
(Average Accounts Receivable / Sales) × 365
Inventory Turnover
COGS / Average Inventory
Days Inventory Held (DIH)
(Average Inventory / COGS) × 365
Accounts Payable Turnover
COGS / Average Accounts Payable
Days Payable Outstanding
(Average Accounts Payable / COGS) × 365
Equity Turnover
Sales / Average Shareholders’ Equity
Current Ratio
Current Assets / Currents Liabilities
Quick Ratio
(Current Assets – Inventory) / Currents Liabilities
Implied Enterprise Value
Sales × (EV/ Sales) OR EBITDA × (EV/ EBITDA) OR EBIT × (EV/ EBIT)
Implied Equity Value
Net Income × P/E Multiple
Implied Stock Price
EPS × P/E Multiple
WACC
(After Tax Cost of Debt(debt/debt+equity))+(Cost of Equity)(equity/debt+equity))
Cost of Debt
Current Yield × (1 – Tax Rate)
Cost of Equity (CAPM)
Risk-Free Rate + (Levered Beta × Market Risk Premium)
Market Risk Premium
S&P 500 Expected Return – Risk Free Rate
Levered beta
Unlevered Beta x [1 + (1 – Tax Rate) x Debt/Equity]
Unlevered Free Cash Flow
EBIAT + D&A – CAPEX – Increase in Net Working Capital
Free Cash Flow to Firm (FCFF)
EBIAT + D&A – CAPEX – Increase in Net Working Capital
Implied EV by perpetuity growth
[Free Cash Flow x (1 + Growth Rate)]/ (Discount Rate – Growth Rate)
Implied stock price by dividend discount model
[Annual Dividend x (1 + Growth Rate)]/ (Discount Rate – Growth Rate)
Economic Value Added
EBIAT – (Purchase Price x Discount Rate)
Effective EBITDA Multiple
(EBITDA x Purchase Multiple) / (EBITDA + Synergies)
Maximum Purchase Price
(EBITDA x Max Leverage Multiple) – current debt + cash
338 Election
§338 (including its various subsections such as §338(h)(10) of the Internal Revenue Code permits, if all conditions are met, a stock sale to be treated as an asset sale for tax purposes. This allows the seller the benefits of a stock sale (i.e. clean exit of the business) and provides the buyer with potential value enhancement from the tax shield generated from the asset step-up.
