Unit 1 Flashcards
Security
1.1.3.6
Investment of money
In a common enterprise
Expectation of profit
Derived from efforts other than the investor
Any note, stock, bond, investment contract, variable annuity, profit sharing or partnership agreement, certificate of deposit, option on a security, or other instrument of investment
Equity
1.1.1
Security that represents ownership
Represented by stock
Could also be rights, warrants, and options
Used to raise Capitol
Most visible and accessible means of creating wealth
Conservative for co. , rest for investors
Debt obligation
1.1.1
Creditor relationship Represented by bonds and notes Used to raise capital Company obliged to pay investor back Conservative for investor, risky for co.
SEC
1.1.2
Securities and exchange commission
Created by security exchange act of 1934
Self Regulatory organizations
1.1.2
SRO
Maloney act of 1938
Municipal Securities Rulemaking Board (MSRB)
Chicago Board Options Exchange (CBOE)
National Association of Securities Dealers
1.1.2
NASD
Is an SRO
Comprised of member broker/dealers
Defunct, replaced by FINRA
Financial Industry Regulatory Authority
1.1.2
FINRA Registered securities association Successor of NASD Regulates OTC Regulates NYSE
Over the counter securities
1.1.2
OTC
Price established by negotiation
Market makers maintain OTC inventories and sell to brokers/dealers for asked or offering price
Primary offering
1.1.2
The market for issuing new securities. … They sell their securities to the public through an Initial Public Offering (IPO).
Secondary market
1.1.2
After the initial issuance, investors can purchase from other investors in the secondary market.
Done on stock exchanges and/or OTC
Exchange-listed Securities
1.1.2
Listed on NYSE
Priced by auction on the trading floor
Asked or offering price
1.1.2
The price a seller is willing to accept for a security, also known as the offer price.
Brokers purchase at lowest price
Established by open outcry
Market makers sell
Bid price
1.1.2
The price a buyer is willing to pay for a security. Securities sell price
Market makers buy and customers sell
Market Maker
1.1.2
maintain OTC inventories and sell to brokers/dealers for asked or offering price
Buy from broker/dealers at bid price
Ensures the customer get lowest ask price if buying
Ensures the customer gets highest bid price when selling
Associated person or member
1.1.3.1
Employee, manager, director, officer, partner of broker/dealer or another entity (bank, issuer, etc,) or any person controlling, controlled by, or in common control with that member.
Broker
1.1.3.2
Acts as the customer’s agent and is merely executing the customer’s order for a fee known as a commission.
Customer
1.1.3.3
Individual, person, partnership, corporation, or legal entity that is not a broker, dealer, or municipal securities dealer
The public
Dealer
1.1.3.4
Role of a brokerage firm when it acts as a principal in a particular trade
Acts as a dealer when it buys/sells for its own account at its own risk then charges a customer a mark up or mark down
Any person engaged in the business of buying/selling securities for their own account either directly or thru a broker that is not a bank
Member
1.1.3.5
Of FINRA
Any individual, partnership, corporation, or legal entity admitted to memberships
Sale and offer to sell
1.1.3.7
Disposition of a security or interest in a security for value
Offer to sell
Offer for sale
Offer
Includes every attempt or offer to dispose or offer to buy for value
Prospectus
1.1.3.7
Notice, circular, advert, letter, comm written or by radio or tv that offers any security for sale or confirms the sale
Balance sheet
1.1.4
Disclosure of composition of total capitalization (debt and equity)
Summarizes assets, liabilities, net worth
Asset
1.1.4
What the company owns Cash in the bank Accounts receivable (money owed) Investments Property Inventory, etc.
Liabilities
1.1.4
What the company owe some Accounts payable (current bills) Short & long term debts
Net worth
1.1.4
Shareholders equity
The excess of the value of assets over the value of liabilities
Computed: assets - liabilities = net worth
Total capitalization
1.1.4
Net worth + long term debt
1.2.1 Common Stock
company’s primary means of raising capital
investor’s share of ownership in the company’s net worth
entitles owner to a share of profits distributed as dividends (quarterly)
equal vote on directors and other important matters
Four kinds: authorized, issues, treasury an outstanding
1.2.1.1 Authorized Stock
Number of share authorized by state to issue, sell
Can sell more by way of a stockholder vote
1.2.1.2 Issued Stock
Distributed to investors
Unissued shares saved for:
raising new capital
paying stock dividends
providing stock purchase plans for employees
converting convertible bonds or convertible preferred stock
exercise of outstanding stock purchase warrants
1.2.1.3 Treasury Stock
Repurchased issued stock
Can be held indefinitely, reissued or retired
Reissued to fund:
employee bonus plans
distribute to stockholders as a stock dividend
Does NOT carry voting or dividend rights.
1.2.1.4 Outstanding Stock
Investor owned stock
Issued but not repurposed
1.2.1.5.1 Market Value
Market Price
Current Market Value (CMV)
Price investors pay to buy the stock
1.2.1.5.2 Book Value
How much a common stock could expect to receive for each share if a company were liquidated
The difference between historical value of a company’s tangible assets and liabilities divided by the number of shares outstanding
A + L / outstanding shares
1.2.1.5.3 Par Value
The nominal value of a bond, share of stock, or a coupon as indicated in writing on the document or specified by charter.
1.2.1.6.1 Voting Rights
Important policy at annual meeting issuance of convertible securities issuance of additional common stock substantial change in corporation's business electing board of directors stock splits
Statuary voting
Cast one vote per share owned for each item on a ballot
Cumulative voting
Allows stockholders to allocate their votes in any manner they chose
Advantageous for small shareholders
Proxies
a form of absentee ballot
1.2.1.6.2 Preemptive Rights
When a company offers securities to it’s common stockholders before general public
Buy enough of the newly issues stock to maintain their proportionate ownership
Often sold at a discount
1.2.1.6.3 Limited Liability
Stockholders cannot not lose more than they have invested
Not required to pay a company’s debts
1.2.1.6.4 Inspection of Corporate Books
Stockholders have the right to: receive annual financial statements obtain lists of shareholders Stockholders DO NOT have the right to: examine detailed financial records minutes of director's meetings
1.2.1.6.5 Residual Claims to Assets
If a company is liquidated, shareholder entitled to a portion of the remaining profits after all debts and senior securities have been satisfied
Common Stock = Junior Secuity
Junior Security
common stock
1.2.1.7 Bullish
Buy low, sell high
Investor expects the price to increase
Long is act of buying
Bullish
1.2.1.7 Bearish
Sell borrowed shares, buy then buy back at a lower price Sell high buy low Short sale Borrowed shares have to be replaced Bearish Expects the stock to go down Short is act of selling
1.2.1.8.1 Growth (benefit)
Receive capital growth Receive income Both Increase in market price = capital appreciation Capital Gain = make money on sale Capital Loss = lose money on sale Unrealized gain = potential capital gain Capital gains are taxable only when realilzed
Capital Appreciation
increase in security market price
Capital Gains
Profit received from selling security
Taxable
1.2.1.8.2 Income (benefit)
Cash paid quarterly
Taxed at 15%
70% exclusion for company
1.2.1.9.1 Market Risk (risk)
Chance the stock will decline in price
Losses limited to total investment in stock
Short sellers losses are infinite because no limit to how high a stock’s price may climb before he can re-purchase stock originally sold
1.2.1.9.2 Business Risk (risk)
Level of risk for the specific business
Related to activities of the business
Based on speculative nature, management, philosophy, etc.
Uncertainty of operating income
1.2.1.9.3 Decreased or No Income (risk)
Dividend decreases or ceases
1.2.1.9.4 Low Priority at Dissolution
Residual rights to corporate assets upon dissolution
1.2.2 Points
Stock’s market price quoted in whole dollars known as points, plus fractions of a dollar expressed in cents
Round Lot
equal to 100 shares
Cost of a round lot =
Day low price x 100
1.2.2.1 Exchange Listed Stocks
Securities that meet listing requirements such as maintaining a certain price, maintaining a certain trading activity
Exchanges
Have physical location and trading floors
Auction markets
1.2.2.1.1 Nasdaq
National Association of Securities Dealers Automated Quotation system
Computerized info system that provides price and inventory info for market makers selling OTC securities
1.2.2.1.2 Nasdaq Markets
Nasdaq stocks that don’t meet listing requirements or chose not to trade OTC
Unlisted securities
1.2.2.1.3 Non-Nasdaq
OTC markets not part of Nasdaq (unlisted)
Traded on OTC bulletin boards (OTCBB)
Pink Sheets (no longer exist)
Most speculative of all equity securities
1.2.3 Preferred Stock
Does not offer appreciation potential
Issued with a fixed rate of return
Purchased for income
Some have variable dividend payout = adjustable rate preferred stock
Price sensitive to interest rates (like bonds)
Price moves inversely with interest rates (like bonds)
No preset maturity state, no scheduled redemption date, no maturity value (NOT like bonds)
Two advantages:
Owners must receive stated dividend
Priority claim over common stockholders
Good for those seeking income and safety
Does NOT have voting or preemptive rights
Fixed Rate of Return
Key attraction for investors
Par value important for Preferred Stock
Par = 100: rate of return quoted in %
Par not = 100: rate of return quoted in $
1.2.3.1.1 Straight (noncumulative) Preferred Stock
No special features
Only offers dividend payments
1.2.3.1.2 Cumulative Preferred Stock
Any dividends in arrears must be paid prior to paying common stock dividends
Lower stated dividend rate
Less dividend income compared to straight preferred
Less risk, less reward
Safer than straight preferred
1.2.3.1.3 Convertible Preferred
Owner can exchange each preferred share for shares of common stock
Price is preset and noted on stock certificate
Lower stated dividend rate than non-convertible
Investor can convert to common stock and get capital gains
Conversion increases total number of common share outstanding; decreases earnings per common share; decrease common stock market value
Parity = underlying common stock has the same value as the convertible preferred
1.2.3.1.4 Participating Preferred
Offers owners a share of corporate profits after all dividends and interest due on other securities is paid.
Percentage of participation on stock certificate
Common stock dividend must be declared before the participating dividend can be paid.
1.2.3.1.5 Callable Preferred
Callable, redeemable
Company can buy back from investors at a stated price after a specified date
Allows the company to replace relatively high fixed dividend securities with a lower priced one
When called, dividend and conversion rights cease on that date
Usually pays a premium exceeding the stock’s par value at the call.
Higher stated rate of dividend payment
Likely to be called when interest rates are falling
1.2.3.1.6 Adjustable Rate Preferred
adjustable or variable dividend rate
Tied to rates of other interest rate benchmarks
Adjusted as often as semi-annually
1.2.3.1.7 Dividends and splits
Paid on common and preferred stock
Distributed from company profits
Only when directors declare a dividend
Sent automatically to shareholders
Cash Dividends
If stock certificate, get a check
If held by a dealer, deposited in brokerage account
Usually paid quarterly
Taxed as dividend income
Stock Dividends
Declared by board of directors
Issues shares of common stock as a dividend
Market price per share declines
Company’s total market value remains the same
Stock Splits
Changes the number of outstanding shares
Total value of the stock remains the same before and after split
2 for 1 or reverse split 1 for 2.
Shareholder approval required
Money Market
The trade in short-term loans between banks and other financial institutions.
Settlement Dates - Regular Way
T+3 = Payment must be made on the 3rd business day after the trade.