Glossary of Business Terms      A-F    G-Z

Common used terminology used in the mergers and acquisitions industry.



Going Concern Value

The gross value of a company as an operating business. This value may exceed or be at a discount from the liquidation value. The intangible elements of Going Concern Value result from factors such as having a trained work force, an operational plant, and the necessary licenses, systems, and procedures in place.


Goodwill

The amount by which the price paid for a company exceeds the company's estimated net worth at market value of the underlying tangible assets and liabilities. Goodwill is a result of name, reputation, customer loyalty, location, products, etc.


Gross Lease
Owner receives rent and pays out expenses such as in apartment leasing; Net Lease: owner receives rent and tenant also pays out expenses normally paid by owner such as taxes, etc.

Income (Income Based) Approach

General way of determining the value of a business, business ownership interest, security, or intangible asset using one or more methods that calculate the present value of anticipated future income.


Investment Value

The value to a particular investor based on individual investment requirements and expectations.


Intrinsic Value

An analytical judgment of value based on the perceived characteristics inherent in the investment as distinguished from the current market price.


Investment Value

The value to a particular investor based on individual investment requirements and expectations.


Irrevocable
Unchangeable.

Judgment
A court action describing indebtedness of one to another.

Lease
Contract between lessor (landlord) and lessee (tenant) for exclusive possession of realty for specified period under specific terms after which property reverts to lessor.

Leaseback
The purchase of improved property and the leasing of it back to seller; creates capital and favored tax treatment for seller.

Leasehold
The interest which a lessee has in realty.

Letter of Intent
A document agreement between a buyer and a seller used in connection with the acquisition of a company. The letter of intent describes the basic terms and conditions of the transaction between the buyer and the seller, including price, due diligence periods, exclusivity or no-shops, and the basic conditions to closing the deal. Customarily presented before a definitive purchase agreement is entered into, the letter of intent provides a road map for the parties involved in the transaction.


Lien
A debt; a claim against property for payment of some debt.

Liquidation or Liquidating Value

The estimated value, net of liabilities, of a company based on the market value of its assets.


Lis Pendens
Notice filed in a registry of deeds warning all persons that title to certain property is in litigation.

Listing
A written engagement (contract) between a principal and an agent authorizing the agent to perform services for the principal involving the principals property (business). Generally the services provided by the agent involve the proposed sale of the principals property or business. Also, the property or business listed by the agent is called a Listing.

List
To obtain a Listing Agreement


Market (Market-Based) Approach

General way of determining a value indication of a business, business ownership interest, security, intangible asset by using one or more methods that compare the subject to similar businesses, business ownership interests, securities, or intangible assets that have been sold.


Net Book Value

With respect to a business enterprise, the difference between total assets (net of depreciation, depletion and amortization) and total liabilities as they appear on the balance sheet (synonymous with Shareholder's Equity). With respect to a specific asset, the capitalized cost less accumulated amortization or depreciation as it appears on the books of account of the business enterprise.


Net Cash Flow

Cash available for distribution after taxes and after the effects of financing. Calculated as net income plus depreciation less expenditures required for working capital and capital items.


Present Value

The value today of a future payment, or stream of payments, discounted at some appropriate compound interest (discount) rate.


Pro Forma Financial Statements

Hypothetical financial statements. Financial statements as they would appear if some event,

such as increased sales or production had occurred or were to occur. Also used to make projections for future years.


Procuring Cause
A legal term that means the cause resulting in accomplishing a goal. Used in real estate [or business brokerage] to determine whether a broker is entitled to a commission.


Projection

Prospective financial statements which present an entity's expected financial position, results of operation and changes in financial position, based upon one or more hypothetical assumptions.


Recasting

Financial recasting eliminates from the historical financial presentation, items such as excessive and discretionary expenses and nonrecurring revenues and expenses, since they reflect the financing decision of the current owner and may not represent financing preferences of a new owner. Recasting provides an economic view of the company, and allows meaningful comparisons with other investment opportunities.


Recast Book Value

See also Adjusted Book Value. The value of a balance sheet item(s) (asset, liability, or equity) after recasting adjustments have been made.


Representation
A statement or condition made that something is true or accurate.


Residual Value

The estimated market value of an asset at the end of the period being considered.


Return on Investment (ROI)

The rate of return at which the sum of the discounted future cash flows plus the discounted future residual value equals the initial cash outlay.


Stock Sale

A form of acquisition whereby all or a portion of the stock in a corporation is sold to the purchaser.


Transaction Value

Total of all consideration passed at any time between the Buyer and Seller for an ownership interest in a business enterprise and may include but is not limited to all remuneration for tangible and intangible assets such as: furniture, equipment, supplies, inventory, working capital, non-competition agreements, customer lists, employment and/or consultation agreements, franchise fees, assumed liabilities, stock options or redemptions, real estate, leases, royalties, earn-outs, and future considerations.


Valuation Approach

A general way of determining a value indication of a business, business ownership interest, security, or intangible asset using one or more valuation methods. There are three Approaches generally used to value a business: Asset Approach, Income Approach, and Market Approach.


Variable Interest Rate

An interest rate that adjusts periodically to a predefined margin above or below an index rate. A commonly used index is the bank prime rate.


Valuation Method

Within a Valuation Approach, a specific way to determine value.


Valuation Procedure

The act, manner and technique of performing the steps of an appraisal method.


Working Capital

The excess of current assets over current liabilities.


CLP (Certified Lender Program)
This process is for the more sophisticated and experienced lenders who have graduated beyond GP status. Typically, the lender now submits a complete package to the SBA and as a CLP Lender they are guaranteed a 3-day turnaround from the SBA.

FF&E (Furniture, Fixtures & Equipment)


GP (General Program)
This is the lowest rating and is given to lenders who know little about the SBA process. These lenders must submit each loan application to the SBA for additional underwriting and ultimate approval. This process can take up to two weeks with multiple requests for additional information.

PLP (Preferred Lender Program)
This is the top designation and enables the respective lenders to approve their own loans with no additional underwriting by the SBA. Typically, this designation means that the lender has sufficient experience and track history to adhere to SBA standards and make quality loans.


Stipulation
To make a special demand for something as a condition of an agreement.

Warranty
An expressed or implied statement that a situation or thing is as it appears to be or is represented to be.