SIE Part 2, Units 7-15 Flashcards

1
Q

primary market

A
where securities are sold to the investing public in what are known as issuer transactions
an issuer (corporation or a government) selling a security to raise capital
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2
Q

secondary market

A

where securities trade between investors

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3
Q

Securities Act of 1933

A

primary purpose is to require full and fair disclosure in connection with the sale of securities to the public
the act requires that a new issue, unless specifically exempted from the act, be registered with the SEC before public sale. All investors must receive a detailed disclosure document known as a prospectus before purchase.
regulates underwriting and distribution of primary issues
provides criminal penalties for fraud in the issuance of new securities

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4
Q

Initial public offering (IPO)

A

the first time an issuer distributes securities to the public
Rules and Regulations:
members make a bona fide public offering price (POP)
members do not withhold securities in a public offering for their own benefit
industry insiders, such as member and their associated persons, do not take advantage of their insider status to gain access to new issues for their own benefit at the expense of public customers

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5
Q

Restricted persons

A

those not allowed to purchase shares at POP include
member firms
employees of member firms
finders and fiduciaries acting on behalf of the managing underwriter
portfolio managers
any person owning 10% or more of a member firm
any immediate family member of any person listed above (does not include aunts, uncles and grandparents UNLESS they live with the restricted person)

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6
Q

Additional Public Offering (APO) / follow-on offering

A

an offering of securities following a company’s initial public offering (IPO). May be primary or secondary.
characteristics: primary offerings - proceeds go to the issuer and they come after the IPO

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7
Q

Underwriters

A

groups of broker-dealers (BDs) or investment bankers that work with an issuer to bring its securities to the market and sell them to the investing public

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8
Q

best efforts underwriting

A

calls for the underwriters (syndicate) to buy securities from the issuer acting simply as an agent, not as the principal.
underwriters are not committed to purchase the shares themselves and are therefore not at risk

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9
Q

All-or-none (AON) underwriting

A

the issuing corporation has determined that it wants an agreement outlining that the underwriter must either sell all the shares or cancel the underwriting.

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10
Q

Mini-max underwriting

A

sets a floor or minimum (the least amount the issuer needs to raise to move forward with the underwriting), as well as a ceiling or maximum on the dollar amount of securities the issuer is willing to sell

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11
Q

Firm commitment underwriting

A

the underwriter buys shares from the issuer and resells the securities to the public at a higher price - the POP - and earns this price differential (spread) for its efforts.
the underwriters are at risk for any shares they cannot sell to the public

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12
Q

syndicate

A

a group of investment bankers (BDs & banks) formed to distribute a security on behalf of the issuer. Each syndicate member is responsible for the sale and distribution of a portion of the issue.

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13
Q

institutional investor

A

an entity that pools money to purchase securities and other investment assets
Some institutional investors are called qualified institutional buyers (QIB) - invest a minimum of $100 million in securities on a discretionary basis

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14
Q

accredited investor

A

a subset of investors made up of all institutional investors and certain retail investors
Retail investors who are considered accredited investors are:
insiders of the security’s issuer (officers, board members, major stockholders) or meet certain financial criteria (an income of at least $200,000 or more the past two years & expected to meet that criteria in the current year or have a net worth of $1,000,000 or more)
this designation is ONLY used in primary market transactions

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15
Q

registration statement

A

before nonexempt securities can be offered to the public, they require registration under Securities Act of 1933
must disclose pertinent information concerning the issuer and the offering

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16
Q

cooling-off period

A

a waiting period between a registration statement’s filing date with the SEC and the registration’s effective date
lasts a minimum of 20 days
during this period, no one can solicit sales of the securities

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17
Q

tombstone advertisement

A

an announcement and description of the securities to be offered
only form of advertising that is permitted during the cooling-off period
limited to the following information:
name of the issuer, type of security being offered, # of shares to be sold, Public offering price (POP) or a range, names of the underwriting members (when placed by the underwriters instead of the issuer)`

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18
Q

preliminary prospectus / red herring

A

can be used as a prospecting tool, allowing issuers and underwriters to gauge investor interest and gather indications of interest

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19
Q

indications of interest

A

not a commitment to buy because sales are prohibited until after the registration becomes effective
it is nonbinding to either party

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20
Q

shelf offering

A

through a shelf offering registration, an issuer who is already a publicly traded company can register new securities without selling any of the shares until a later or some of the shares initially, and waiting to sell the remaining portion of the shares
good for 2 years (can sell shares without reregistering)
An issuer that meets the criteria of a well-known seasoned issuer (WKSI) may extend the shelf offering to 3 years
For securities offered via a shelf registration, a supplemental prospectus must be filed with the SEC before each sale

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21
Q

green shoe option (over-allotment option)

A

allows the underwriters to increase the number of shares offered up to an additional 15% if there is sufficient demand

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22
Q

nonexempt securities

A

securities that are required to be registered in order to be sold to the public (not exempt from registration)

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23
Q

exempt issuers

A

certain securities are exempt from the registration and prospectus requirements of the Securities Act of 1933 because the issuer is the federal government, an agency of the federal government, a municipal government or because another government regulatory agency has jurisdiction over the issuer
includes: US government securities, municipal securities, commercial paper, banker’s acceptances, fixed life insurance policies, fixed annuity contracts (not variable annuities or variable life policies), national and state bank securities, building and loan and savings and loan securities, charitable, religious, educational and nonprofit association securities, and banks

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24
Q

rule 147: the intrastate offering rule

A

offerings that take place entirely in one state are exempt from registration when the issuer has its principal office (headquarters) in the state and purchasers are residents of the state
must meet one of the following criteria:
it receives at least 80% of its income in the state, at least 80% of the issuers assets are located within the state, at least 80% of the offering proceeds are used within the state, or a majority of the company’s employees must work in the state.
If there is a BD working as underwriter, the BD must be based in the state

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25
other terms for private placement stock
restricted unregistered letter stock legend stock
26
regulation A+
provides 2 offering tiers for small- and medium-sized companies that will allow them to raise capital in amounts substantially more than $5 million previously allowed under regulation A. tier 1: offerings of up to $20 million (no investment limits) tier 2: offerings up to $50 million (investors must be "qualified investors")
27
Regulation D: exempt transactions (private placements)
the SEC does not require registration of an offering under Regulation D so long as there are no more than 35 nonaccredited investors. no limit on the # of accredited investors The SEC requires that all companies raising capital in a nonpublic offering that qualify under the Regulation D exemption file the information on Form D electronically.
28
omitting prospectus (Rule 482 prospectus)
the official name for an advertisement for a mutual fund. | not sufficient for soliciting a sale
29
offering circular
the common term for the disclosure document for other type of exempt securities (private placements, regulation A+, etc) also known as notice of sale similar to a prospectus but often not as detailed in its disclosures
30
timelines for final prospectus in the secondary market
For IPOs of NMS securities - 25 days For APOs of of NMS securities - zero days (no requirement) For IPOs of non-NMS securities - 90 days For APOs of non-NMS securities - 40 days
31
Securities Exchange Act of 1934
regulates the trading of securities in the secondary market
32
market centers
the locations, both physical and electronic, where buyers and sellers may gather and place trades
33
exchange market
all of the exchanges on which listed securities are traded | also known as the auction market
34
listed security
any securities listed for trading on an exchange
35
over-the-counter market (OTC)
a negotiated market in which broker-dealers deal directly with one another rather than through an auction on an exchange
36
the third market (Nasdaq intermarket)
a trading market in which exchange-listed securities are traded in the OTC market
37
The fourth market (ECNs)
a market for institutional investors in which large blocks of stock, both listed and unlisted, trade in transactions unassisted by broker-dealers. ECNs are open 24 hours a day and act solely as agents
38
The dark pools
sometimes called dark pools of liquidity or simply dark liquidity is trading volume that occurs or liquidity that is not openly available to the public these are generally large volume transactions
39
institutional investors
a large investor such as a mutual fund, a pension fund, a bank, an insurance company, or some other financial service organization
40
retail investor
the normal people who are investing their own money to accomplish their own objectives
41
day trader
a type of retail investor that trades rapidly in and out of positions
42
fiduciary
a person that manages assets (usually financial) for another person, a beneficiary they have the legal and moral obligation to perform their duties in the best interest of the beneficiary, placing the beneficiary's interest before their own may or may not be a professional, depending on the role and the type of account they oversee Investment adviser is ALWAYS a fiduciary
43
custodian
on this exam, custodian refers to a custodian on a minor's account under the Uniform Transfer to Minors Act (UTMA) or the Uniform Gift to Minors Act (UGMA) May also refer to a firm that holds assets in a qualified retirement account, such as an IRA
44
trustee
a fiduciary that oversees a trust | could be a living trust, pension trust, etc
45
guardians and executors
normally court-appointed custodians over a minor, an incapacitated adult, or an estate (executor in that case)
46
investment advisers
anyone who gives investment advice as a regular part of their business for compensation must register as an IA under the Investment Advisers Act of 1940 BDs who provide advice for a fee are subject to registration under this act When acting as an IA, the IA represents the customer; if the same firm is also a BD, it can also place the trade but is acting in its BD capacity when executing the trade
47
facilitators
help customers in performing transactions in the secondary market
48
broker-dealers
FINRA member firms | perform securities transactions for their own accounts or for their customers
49
carrying firm (clearing firm)
``` carries customer accounts and accepts funds and securities from customer. have the capability to do trade executions, clear and settle transactions, take custody of customer funds and securities, and handle all back-office tasks, such as sending trade confirmations and statements must segregate (hold separately) customer funds and securities held in their custody from the firm's capital and securities ```
50
a fully disclosed (introducing) firm
a firm that introduces its customers to a clearing firm the clearing firm acts as the back-office for introducing firms (they hold the funds, securities, send the trade confirms, etc) net capital requirements are lower for introducing firms may take orders from customers and pass those orders to a fully disclosed firm for execution does have the ability to execute the trade, but the settlement of the trade falls to the carrying firm
51
prime account
type of account that allows a customer, usually an institution, to select one member firm (the prime broker) to provide custody and other services, while other firms (called executing brokers) handle all trades placed by the customer key advantage is that it provides a client with the ability to trade with multiple brokerage house while maintaining a centralized master account with all of the client's cash and securities
52
transfer agents
a trust or a bank engaged by a company to maintain records of investors responsible for ensuring that its securities are issued in the correct owner's name; canceling old and issuing new certificates; maintaining records of ownership; and handling problems relating to lost, stolen, or destroyed certificates
53
registrar
licensed by the states and provide audit and oversight services for the transfer agents ALWAYS a separate firm than the issuer or a transfer agent
54
clearing agency
an intermediary between the buy and the sell sides of a transaction receives and delivers payments and securities on behalf of both parties
55
The Depository Trust & Clearing Corporation (DTCC)
world's largest securities depository provides custody services for virtually all securities except those subject to transfer or ownership restrictions (restricted securities) member of the Federal Reserve System - not a retail bank automated clearing and settlement services in book entry format to banks and BDs for stock and bond trades employs a continuous net settlement (CNS) system
56
Designated market maker
the member that acts as the dealer on the floor for a specific security sometimes called a specialist maintains the inventory of the security and guarantees liquidity responsible for maintaining a "fair and orderly" market
57
floor broker
represent the firm and their firm's clients on the floor
58
Two-dollar broker
these members place trades for the floor brokers and receive a fee for performing the service
59
Floor traders
members that buy and sell on the floor for their firm's accounts (not outside customers) help maintain liquidity on the exchange also called registered floor traders, FTs or RFTs
60
bid
the price that a seller would receive for his security | always lower than the ask
61
ask
the price a buyer would have to pay to buy that security
62
quote
a bid & an ask | sometimes called an offer
63
size of a quote
represents the number of shares available on a given side of the market in 100s
64
The over-the-counter market (OTC)
trades unlisted socks, as well as most bonds, including municipals and treasury debt that trades in the secondary market occurs between market makers in a decentralized electronic market quotes in the OTC market represent the highest bid and lowest ask
65
spread
difference between the bid and the ask price | represents the market maker's income
66
The Securities and Exchange Commission (SEC)
the securities industry's primary regulatory body created by the Securities Exchange Act of 1934 BDs must apply and receive registration from the SEC SEC regulates all exchanges and trading markets also has regulatory authority over licensing of securities representatives
67
the Securities Exchange Act of 1934
created the SEC regulation of insider transactions, short sales and proxies regulation of client accounts a customer protection rule a capital rule and financial responsibility for BDs reporting requirements for issuers (ie annual reports)
68
Financial Crimes Enforcement Network (FinCEN)
mission is to safeguard the financial system from illicit use, to combat money laundering, and to promote national security through the collection, analysis, and dissemination of financial intelligence most financial services companies are required to report suspicious or unusual activity to FinCEN
69
Internal Revenue Service (IRS)
primary tax enforcement agency of the federal government | investigate potential tax evasion
70
Office of the Comptroller of the Currency (Comptroller of the Currency)
supervises nearly 1,400 national banks, federal savings associations, and federal branches and agencies of foreign banks operating in the United States ensure that national banks and federal savings associations operate in a safe and sound manner, provide fair access to financial services, treat customers fairly, and comply with applicable laws and regulations
71
The Federal Reserve Board (FRB)
determines monetary policy and takes actions to implement its policies conduct the nation's monetary policy to promote maximum employment promote a stable price environment, keeping inflation under control
72
The Federal Reserve Act of 1913
established the Federal Reserve System as the central bank of the United States to provide the nation with safer, more flexible, and more stable monetary and financial system
73
The Securities Investors Protection Corporation (SIPC)
nonprofit membership organization SIPC members pay assessments into a general insurance fund that is used to meet customer claims in the event of a BD bankruptcy All BDs registered with the SEC must be SIPC members except banks that deal exclusively in municipal securities; firms that deal exclusively in US gov't securities, and firms that deal exclusively in redeemable investment company securities
74
SIPC coverage
no more than $500,000 per separate account, not per separate customer. Of that $500,000, SIPC covers no more than $250,000 in cash Cash and margin accounts for the same customer are combined for purposes of determining SIPC coverage. only the equity portion in a margin account is covered
75
The Federal Deposit of Insurance Corporation (FDIC)
an independent agency of the U.S. federal government that preserves public confidence in the banking system by insuring deposits
76
FDIC coverage
up to $250,000 for each deposit ownership category in each insured bank covers the traditional types of bank deposit accounts, including checking and savings accounts, money market deposit accounts and certificates of deposit (CDs), and self-directed IRA accounts.
77
Uniform Securities Act (1956)
template for state securities laws The federal government requests that the states adopt the template in order to create uniform securities laws at the state level each state must have a state securities administrator - can be elected or appointed
78
North American Securities Administrators Association (NASAA)
represents state and provincial securities regulators in the United States, Canada, and Mexico. no specific regulatory authority produces guidelines that the state administrators use in the enforcement of state regulations
79
Financial Industry Regulatory Authority (FINRA)
regulates all matters related to investment banking (securities underwriting), trading in the over-the-counter (OTC) market, trading in exchange-listed securities, and the conduct of FINRA member firms and associated persons
80
Conduct Rules
establish the relationship between firms and their customers cover areas such as fair dealing with customers, compensation-related issues, standards for communications, and various sales practice violations
81
Code of Procedure (COP)
covers enforcement of FINRA rules and details the punishment of members who violate the Conduct Rules.
82
Punishments for violating FINRA or Conduct Rules
suspend, expel, or bar from membership impose fines censure any other action deemed appropriate
83
Department of Enforcement (DOE)
investigate suspected violations | DOE will hold a hearing to determine the outcome of any violation
84
Uniform Practice Code (UPC)
cover technical aspects of trading and payment for securities transactions
85
Code of Arbitration (COA)
a FINRA-run dispute resolution process to settle monetary disputes provides a faster and cheaper resolution COA decisions are final and binding
86
The Municipal Securities Rulemaking Board (MSRB)
the primary industry (SRO) regulator for underwriting and trading of state and municipal securities MSRB writes the rule, but has no enforcement powers enforced primarily by FINRA *creates rules for municipal securities, not just debt. 529 plans and ABLE accounts are covered by the MSRB
87
Gross domestic product (GDP)
a nation's annual economic output - all the goods and services produced within the nation includes personal consumption, government spending, gross private investment, foreign investment, and net exports released quarterly by the Commerce Department
88
Consumer Price Index (CPI)
measures the rate of increase in a broad range of consumer prices, such as food, housing, transportation, medical care, clothing, electricity, entertainment, and services computed each month
89
Gross National Product (GNP)
based on the activity of the citizens and entities of the nation, wherever it may occur released quarterly by the Commerce Department
90
Leading economic factors
those indicators that tend to change direction ahead of the overall economy Examples: money supply, building permits (housing starts), ave weekly claims for unemployment, average work week in manufacturing, new orders for consumer goods, machine tool orders, changes in inventories of durable goods, changes in sensitive materials prices, stock prices, and changes in business & consumer borrowing
91
coincident economic factors
indicators that change direction along with the economy as a whole examples: # of hours worked (as a proxy for personal income), employment levels, nonagricultural employment, personal income, industrial production, manufacturing and GDP
92
lagging economic indicators
indicators that change AFTER the economy has begun a new trend but serve as confirmation of the new trend examples: corporate profits, average duration of unemployment, labor cost per unit of output (manufacturing), ratio of inventories to sales, commercial & industrial loans outstanding, and ratio of consumer installment credit to personal income
93
inflation
general increase in prices | mild inflation can encourage economic growth
94
deflation
general decline in prices | occurs during severe recessions when unemployment is on the rise
95
stagnation
refers to prolonged periods of slow or little economic growth accompanied by high unemployment
96
hyperinflation
the pace of inflation is extremely high and accelerating | very rare occurrence
97
stagflation
term used to describe the unusual combination of inflation (a rise in prices) and high unemployment
98
business cycle
expansion. peak, contraction, trough
99
expansion characteristics
``` increased consumer demand for goods and services increases in industrial production rising stock prices rising property values increasing GDP ```
100
peak or prosperity characteristics
very low unemployment a slowdown in inflation a slowing of GSP steady consume demand
101
contraction characteristics
``` rising numbers of bankruptcies and bond defaults higher consumer debt falling stock prices rising inventories decreasing GDP ```
102
recession
when the economy enters an extended period of contraction that continues for six months or longer
103
depression
when a contraction continues for 18 months or longer
104
M1
the measure of the most readily available money to spend: cash (actual cash & coins) and money in demand deposit accounts (DDAs), such as checking accounts
105
M2
consists of M1 (cash & DDAs) plus "consumer savings deposits" - things such as savings accounts, retail (non-negotiable) CDs, money market funds, and overnight repurchase agreements
106
M3
consists of M2 plus "large time deposits" - those assets that are a bit harder to move into a DDA and be spent. Examples: negotiable (jumbo) CDs and multiday repurchase agreements
107
Regulation T
the amount the Fed set as the minimum an investor must deposit when using credit (margin) to buy a security the current initial deposit is 50% of the purchase price
108
the discount rate
the interest rate charged by the 12 Federal Reserve Banks for short-term loans made to member banks raising the interest rate tends to lift interest rates throughout the economy; lowering the rate causes interest rates to drop only rate set by a unit of the federal government.
109
the reserve requirement
the amount a bank must maintain on deposit with the Federal Reserve Lowering this number frees up cash at the banks to fund loan activity, expanding the economy Raising this number decreases the amount available for loans
110
federal funds rate
the rate that the commercial money center banks charge each other for overnight loans of $1 million or more it is considered the barometer of the direction of short-term interest rates considered the most volatile rate in the economy
111
prime rate
is the interest rate that large U.S. money center commercial banks charge their most creditworthy corporate borrowers for unsecured loans Banks lower their prime rates when the Fed eases the money supply and they raise rates when the Fed contracts the money supply
112
broker call loan rate
the interest rate that banks charge BDs on money they borrow to lend to margin account customers. also known as the call loan rate or call money rate usually a percentage point or so above other short-term rates
113
monetary policy
what the FRB engages in when it attempts to influence the money supply
114
fiscal policy
refers to the government's budget decisions and tax policy as enacted by our president and congress not considered the most efficient means to solve a short-term economic problems depends on the use of taxation and federal spending to increase or decrease the money supply
115
Keynesian (demand-side) theory
believe that the demand for goods ultimately controls employment and prices. Insufficient demand for goods causes unemployment; too much demand causes inflation believe a government's fiscal policies determine the country's economic health To increase private-sector demand for goods, the gov't reduces taxes, which increases people's disposable income
116
supply-side economics
the belief that the government should allow market forces to determine prices of all goods. the federal government should reduce government spending and taxes
117
exchange rate
the value of one currency against another
118
What happens to exports & imports when the value of the dollar increases?
Exports decrease; imports increase
119
What happens to exports & imports when the value of the dollar decreases?
exports increase; imports decrease
120
balance of payments
the flow of money between the United States and other countries surplus = more money flowing in the US than out deficit = more money flowing out of the US than in
121
balance of trade
largest component of the balance of payments concerns the imports and exports of merchandise debit items: imports, US investments abroad, US bank loans abroad, and US foreign aid credit items: exports and foreign spending in the US
122
cyclical industries
highly sensitive to business cycles and inflation trends examples: steel, autos, heavy equipment and capital goods (washers & dryers, etc) do well in expansion; poorly in contractions
123
noncyclical (defensive) industries
least affected by the business cycles Investments in defensive industries tend to involve less risk and lower returns examples: food, utilities, clothing, drugs, tobacco, liquor if the company makes a product that is used once and consumed in the process, it is probably defensive
124
countercyclical industries
tend to turn down as the economy heats up and to rise when the economy turns down example: precious metals do better when the economy is weak and lose value when the economy strengthens
125
growth industry
one that seems to be disconnected from the business cycle, doing well regardless of the economy company or industry
126
special situation
normally applied to a specific company, but it could apply to an industry as a whole may not be a positive condition some specific circumstance is affecting them
127
balance sheet
provides a snapshot of a company's financial position at a specific time identifies the value of a company's assets (what it owns) and its liabilities (what it owes) Basic balance sheet equation: assets - liabilities = net worth (or equity)
128
current assets
cash and assets that may be easily converted to cash | examples: securities, accounts receivable, and the company's inventory
129
fixed assets
assets that are difficult to liquidate | examples: real estate, furniture, equipment
130
other assets/ intangibles / goodwill
represents things that are difficult to value | examples: trademarks, copyrights, reputation, and intellectual property
131
current liabilities
liabilities that are due now or in the near future (within 12 months) examples: accrued wages, accrued taxes, accounts payable, or interest payments
132
long-term liabilities
debt that will not be paid off in the near future | examples: notes, bonds
133
working capital
the amount of money that a company can spend (or lose) and remain operational formula: current assets - current liabilities = working capital (expressed as a dollar amount)
134
current ratio
used to compare the liquidity of a company | current assets: current liabilities = current ratio (expressed as a ratio!)
135
acid ratio / quick ratio
the test of a company's liquidity if everything really goes bad (current assets - inventory): current liabilities = acid ratio (expressed as a ratio)
136
debt ratio (debt-to-equity ratio)
measure of long-term solvency - how much of a corporation's net worth is derived from long-term debt long-term debt / (long-term debt + net worth) = debt ratio (expressed as a percentage)
137
income statement (profit and loss, P&L)
summarizes a company's revenues and expenses for a fiscal period -usually quarterly, year-to-date or the full year Fundamental analysts use the income statement to judge the efficiency of a company's operation and its profitability calculations from the income statement: EPS & PE ratio
138
earnings per share
calculated by dividing the earnings available to the common shareholder by the number of outstanding shares
139
Price/earnings ration (PE ratio)
a measure of the amount of earnings a company makes compared with its current market value formula: CMV/EPS = PE ratio (expressed as a number)