GLOSSARY
Definitions and terms used in business sales, business acquisitions,
financial analysis and return on investment decisions:
Abnormal items Income or expenses which are outside the
normal course of a company's business and which may or may not
be shown separately from the annual profit calculations.
Accelerated depreciation Any depreciation method
that produces larger deductions for depreciation in the early
years of a project’s life.
Accounts payable Money owed to suppliers.
Accounts receivable Money owed by customers.
Accrued interest Interest that has been earned
but not yet paid.
Acquisition The purchase of an asset, whole
business or company shares
Adjusted EBIT/profit Earnings/profit that have
been adjusted for abnormal/extraordinary/non-recurring expense
or income items
Amortisation Repayment of loan by instalments;
periodic writing off costs of intangible assets.
Asset backing Net assets divided by the number
of issued shares.
Asset sale/purchase Sale/purchase of a business
by purchasing the operating assets of the business (refer Share
sale/purchase).
Basis Point 0.01 percent.
Bear Market Widespread decline of share prices.
Blue-chip company Large and credit-worthy company.
Boilerplate Standard terms and conditions.
Break-even analysis Analysis of the level of
sales at which a project would just break even,
Bull market Widespread rise in security prices.
Business acquisition The purchase of an operating
business, including all necessary assets used in its operations.
Business broker/agent A person or company licensed
by the appropriate governing authority to act as an agent in business
sales and business acquisitions.
Business opportunity An opportunity to purchase
an operating business or invest in a new business venture
Business search The search for a business or
business opportunity.
Business valuation The valuation of a business
with reference to established ranges of market price for similar
businesses.
Buy a business The act of buying a business
involving the purchase of all the assets required to operate a
business.
Call option Option to buy an asset at a specified
exercise price on or before a specified date.
Capital budget List of planned investment projects,
usually prepared annually.
Carrying amount The amount at which an asset
is recorded in the books at a particular date after deduction
of any accumulated depreciation.
Collateral Assets that are given as security
for a loan.
Compliance Adherence to statutory requirements,
regulations, rules and ordinances imposed by external authorities
on a company.
Compound interest Reinvestment of each interest
payment on money in vested, to earn more interest.
Conglomerate merger Merger between two companies
in unrelated businesses. See also horizontal merger and vertical
merger.
Consumer Price Index A price-level index of consumer
goods and services.
Contingent liability A potential obligation,
the eventual occurrence of which usually depends on some future
event beyond the control of the firm. May origin ate with lawsuits,
credit guarantees, contested income tax assessments.
Continuous compounding Interest compounded continuously
rather than at fixed intervals.
Contribution margin The excess of revenue over
variable costs and available to cover fixed costs.
Cost of goods sold Calculated by adding the
beginning (opening) inventory and the cost of purchases and deducting
the ending (closing) inventory.
Current asset Asset that will normally be used
or turned into cash within a year.
Current liability Liability that will normally
be repaid within a year.
Current ratio Current assets divided by current
liabilities – a measure of liquidity.
DCF Discounted cash flow.
Debt-to-equity ratio A measure of a company’s
gearing, or borrowing. Calculated by dividing all financial debt
by shareholders’ funds (equity).
Debtor financing Arrangement whereby a financial
institution provides finance secured by a company’s accounts
receivable and collects the debtors.
Depreciation Reduction in the book or market
value of an asset; charge made to allocate the cost of an asset
over its expected useful life; portion of an investment that can
be deducted from taxable income.
Discount factor Present value of $1 to be received
at stated future date.
Discount rate Rate used to calculate the present
value of future cash flows.
Discounted cash flow Future cash flows multiplied
by discount factors to obtain present value.
Dividend Payment by a company to its shareholders
usually out of net profit or retained earnings.
Dividend imputation The tax rule that allows
dividends to be taxed only once, either by the company or, if
the company does not pay tax, by the shareholder.
Dividend yield Annual dividend divided by share
price.
Due diligence In business sales relates to a
purchaser’s process of checking and verifying accounting,
legal and operational details contained in information provided
by the owners of a business.
EBIT Earnings before interest and tax.
Economic Entity A group of companies (entities)
comprising a controlling company and one or more controlled companies
operating together to achieve objectives consistent with those
of the controlling company.
EPS Earnings per share.
Equity Net worth of a company (assets less liabilities).
Escrow A deed delivered subject to a condition
that it is not to operate until that condition is fulfilled.
Exercise price Price at which a call option
or a put option may be exercised.
Extraordinary items Income or expenses which
are quite outside the normal course of a company's business and
which are shown separately from the annual profit or loss calculations.
Factoring Arrangement whereby a financial institution
buys a company’s accounts receivable and collects the debt.
Finance lease Lease under which the lessor effectively
transfers to the lessee substantially all the risks and benefits
incident to ownership of the leased asset and where legal ownership
may or may not eventually be transferred (see operating lease).
Financial leverage Use of debt to increase the
expected return on equity. Measured by the ratio of debt to debt
plus equity.
FIS Free into store – the terms of sale
by which the vendor agrees to pay all freight charges incurred
to get the goods to the purchaser.
Fixed costs Costs whose total remains constant
even though the volume of activity may vary.
FOB Free on board – the point (factory,
ship) in the delivery of merchandise from which the purchaser
bears freight costs.
Forward cover Purchase or sale of forward foreign
currency in order to offset a known future cash flow.
Franked dividends Dividends paid out of company
profits on which the full tax has been paid, so that the dividends
are tax-free in the hands of shareholders.
Garnishment A procedure allowing debt to be
paid off by deductions from the debtor’s wages.
Gearing See Financial leverage.
Going concern An accounting principle dictating
that in the absence of evidence to the contrary a business is
assumed to have an indefinite life.
Goodwill The value that derives from the ability
of a business to earn more than a normal rate of return on its
physical assets; represented by the total value of a business
less plant and equipment and inventory.
Gross Profit / Gross Margin The excess of sales
price over the net delivered direct input costs of the product
sold.
Gross yield Return on an investment before tax
is deducted.
Holding company Company whose sole function
is to hold shares in other companies or subsidiaries.
Horizontal merger/ integration Merger between
two companies that manufacture or market similar products or provide
similar services. See also vertical merger/integration, conglomerate
merger.
Hurdle rate Minimum acceptable rate of return
on a project.
Information memorandum A written document providing
information about a business for sale.
Initial public offering (IPO) A company’s
first public issue of shares.
Intangible assets Nonmaterial assets such as
technical expertise, trademarks, brand names, patents, copyrights
and goodwill.
Internal rate of return (IRR) Discount rate
at which investment has zero net present value.
In-the-money option An option that would be
worth exercising if it expired immediately.
Inventory Goods, other property and services
held for resale in the ordinary course of operations, and those
to be used up in the in the production of goods, other property
or services (also, refer to Stock).
IPO Initial public offering.
IRR Internal rate of return.
Joint venture An unincorporated contractual
association between two or more parties to undertake a specific
business project.
Just in time (JIT) A system of managing inventory
so that it is purchased or manufactured just before it is used
in an attempt to minimise holding costs.
Leasehold improvements Expenditures made by
the lessee to alter or improve leased property. Such improvements
typically revert to the lessor on termination of the lease.
Lessee User of a leased asset.
Lessor Owner of a leased asset.
Leverage See Financial leverage.
Limited company A registered company in which
the liability of each shareholder is limited to the uncalled capital
liability on the shares.
Liquid assets Assets that are easily and cheaply
turned into cash – notably cash itself and short-term securities.
M&A Merger and acquisition.
Marginal cost The cost associated with completing
one more unit of production or activity.
Market capitalisation The stock market’s
assessment of a company’s value. Calculated by multiplying
the number of shares on issue by the individual share price.
Merger Acquisition in which all assets and liabilities
are absorbed by the buyer.
Mortgage A claim given by a borrower (mortgagor)
to a lender (mortgagee) against the borrower’s property
in return for a loan.
Natural resources Assets such as timber, petroleum,
natural gas, coal, iron ore and other mineral deposits mine by
the extractive industries.
Net assets Total assets less total liabilities,
equals net worth.
Net present value A method of capital outlay
analysis that compares a required investment amount with the present
value of resulting net future cash flows discounted at the minimum
desired rate of return; a project’s net contribution to
wealth – present value minus initial investment.
Net working capital Current assets minus current
liabilities.
Net worth Book value of a company’s issued
shares, retained earnings and current profit.
Non-current asset Assets that do not represent
a specific claim to a set sum of money such as plant, equipment,
property and inventory.
Non-recurring item An item of income or expense
that is not a normal item and which has a one-off effect and/or
is unlikely to occur again.
Operating lease Lease under which the lessor
effectively retains substantially all the risks and benefits incident
to ownership of the leased asset (see finance lease).
Opportunity cost of capital Expected return
that is foregone by investing in a particular project rather than
in comparable financial securities.
Ordinary shares Fully paid shares which rank
after debentures and preference shares for dividend payments.
Out-of-the-money option An option that would
not be worth exercising if it matured immediately.
Owner’s equity The interest or claim of
a company’s owner in the company’s assets; equal to
the excess of assets over liabilities.
Paid-up capital The proportion of a company’s
issued capital that has been paid for by its shareholders.
Partnership A voluntary association of two or
more persons for the purpose of conducting business for a profit.
Payback period Time taken for a project/investment
to recover its initial investment.
P/E (price earnings) ratio Measures the relationship
between the market price of a company’s shares and the earnings
per share; Share price divided by earnings per share.
P/EBIT (price earnings before interest and tax) ratio
Measures the relationship between the market price of an operating
business and the annual earnings/profit before interest and tax
of the business.
Preference shares A class of company capital
typically receiving priority over ordinary shares in dividend
payment and distribution of assets should the company be liquidated.
They rank below creditors and debentures.
Present value Discounted value of future cash
flows.
Principal Amount of debt that must be repaid
(excluding accrued interest).
Prospectus A written notice, circular or other
instrument inviting applications or offers from the public to
subscribe for or purchase shares in a corporation.
Put option Option to sell an asset at a specified
exercise price on or before a specified exercise date.
R&D Research and development.
Receivable See Accounts receivable.
Retained earnings Earnings not paid out as dividends.
Return on assets Operating income (net profit)
divided by total assets.
Return on equity Net income as a proportion
of the book value of equity.
Return on investment (ROI) Net income as a proportion
of net book value or of initial investment outlay.
Revenue Total sales income for a given period.
Rights issue Issue of shares that is offered
to current shareholders in proportion to their holdings to raise
money for the company.
Risk premium Expected additional return for
making a risky investment rather than a safe one.
ROI Return on investment.
Salvage value Scrap value of plant and equipment.
Sell a business The act of selling a business
involving the sale of all the assets required to operate a business.
Share register The record of a company’s
shareholders showing their holdings.
Share sale/purchase Sale/purchase of all the
issued shares of a company (thereby taking control, of any business
owned by the vendor company.
Shareholders' funds What belongs to the shareholders
of a company - issued capital, reserves, retained profit. Equivalent
to the value of Net Assets.
Simple interest Interest calculated only on
the initial investment.
Stock Made up of raw materials, work in progress
and finished goods used or produced and sold by a business (also,
refer to Inventory).
Subsidiary A company under the control or parentage
of another company which owns all or most of it.
Sunk costs Costs which have been incurred and
cannot be reversed.
Takeover The acquisition of a controlling interest
in a company by another company through the purchase of its shares.
Tangible assets Physical assets such as plant,
machinery, office furniture.
Time value of money An expression of the ability
of money to earn interest, the total potential for which is a
function of the principal amount, the applicable interest rate
and the time period involved.
Trade payables Amounts payable to regular trade
suppliers.
Trade receivables Amount receivable from regular
trade customers.
Trust deed A document conveying title to trust
property to the trustee and setting out the purposes for which
a trust has been formed, the rights and obligations of the trustee,
of the trust’s manager and of the trust’s beneficiaries.
Trustee All trusts have a trustee who monitors
the trust’s activities on behalf of the beneficiaries.
Trust fund Money held on behalf of investors
or depositors to be used at the discretion of the trustee in their
interest.
Turnover Total sales income for a given period.
Underwriter Firm which buys an issue of securities
(shares) from a company and resells it to investors.
Unit trust An entity which allows investors
to pool their funds before investing the funds (can be set up
by a company to seek and invest funds from investors managed by
a professional fund manager).
Variable costs Those costs whose total responds
proportionately to changes in volume of activity.
Vendor The owner of an asset being sold.
Vertical merger/integration Where the buyer
expands backward towards the source of raw materials or forward
in the direction of the ultimate consumer.
Work in progress Products, services or contracts
partially completed at a specified time. Can be included in stock/inventory
in the balance sheet and usually valued at cost of direct inputs.
Working capital Current assets and current liabilities.
Commonly used as synonymous with net working capital.
Sources:
Dun & Bradstreet Business Who’s Who Help System, Glossary
of business terms - Common use business terms, 2005 D&B Who’s
Who in Australia on-line.
RA Brealey SC Myers Principles of Corporate Finance, 4th Ed 1991
McGraw-Hill.
M Gaffikin Principles of Accounting, 3rd Ed 1993 Harcourt Brace
Jovanovich.
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