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What is a Secondary Offering?

A secondary offering is the sale of a large block of previously-issued, privately-held stock, which actually requires registration with the SEC, but does not raise capital for the company which issued the shares originally. A secondary offering is a non-dilutive sale of existing shares which were previously held by one, or a few, investors. The proceeds of the sale go to the sellers of the shares and not to the company which issued the shares. Continue reading...

Can I Rollover My Old 401(k) into a New 401(k)?

Most 401(k)s will accept custodian-to-custodian transfers from old 401(k)s. If your new employer has a 401(k) plan, you can usually rollover your old 401(k) into a new one, but you will need to check with your new employer to find out for sure. Keep in mind that the choice of mutual funds and other investments in the new 401(k) might be totally different from the investment options that your old employer offered. This means that you might need to liquidate all of your positions in the old 401(k) and transfer the cash balance. Continue reading...

What is a Dividend Rollover Plan?

Dividend rollover plan is another, rarely used way to refer to a Dividend Reinvestment Plan (DRIP). Unfortunately just reinvesting dividends in a systematic way will not get you out of any tax implication associated with the dividends attributed to your account. An automatic dividend reinvestment plan (DRIP) is an option in some investment accounts and financial products. Any dividends paid out will be reinvested in the same mutual fund, ETF, or stock at the earliest possible opportunity. Continue reading...

What is IRS Notice 433 – Interest and Penalty Information?

IRS Link to Notice — Found Here Notice 433 describes penalties and the applicable interest rates for various years of non-payment when corporate taxes are not paid in a timely manner. This does not apply to individuals unless they are incorporated, and is not to be confused with Forms 433-A, -B, -D, or -F which are for individual purposes and concern applications for a Compromise Notice 746 updates the interest rates for more recent years. Continue reading...

What is a Takeover?

A takeover is an acquisition done through the procurement of enough equity interest to govern a company from the board of directors. Takeovers can be hostile or friendly, and may involve a tender offer from the acquiring company who seeks to buy a large block of shares. Takeover carries a negative connotation, since in peaceful circumstances this is usually called an acquisition. An acquiring corporation will offer to buy enough shares to have a controlling interest in the company in what is called a tender offer. Shareholders of the target company will have a set amount of time to decide whether they would like to take the offer, which is normally to buy the shares at a premium over the market price. Continue reading...

What is a Hostile Takeover?

A hostile takeover may not be as intense as it sounds, but it may not be pleasant for all those involved. It is an acquisition in which the controlling interest of shares in one company has come under the direction of another company, and the newly controlling company has decided to integrate the target company into their operations, which often results in cutting redundant jobs and making other decisions that the target company would probably not have made on its own. Continue reading...

What is a Buyback?

When a company decides to use excess cash to purchase its own shares from the market, it is called a buyback or “share repurchase program.” There are only so many things a company can do with earnings in excess of their projections; among these are issuing a dividend, paying off debts, expanding, acquiring another company, or buying back shares of its own stock. Buybacks are also known as Stock Repurchase Agreements. There may be guidelines in state law or the company’s contracts or buy laws that determine what options they have and how many shares can be repurchased. Continue reading...

What is a Spin-off?

A spin-off is when a division or subsidiary of a company is separated from the parent corporation and starts to offer its own shares. The term can also colloquially refer to a situation where a group of talent leaves the larger company to start their own firm doing similar work as they used to do. As far as the SEC is concerned, the definition of a spin-off must include the shareholders of the parent corporation being offered a substantially proportionate amount of shares in the new company. Continue reading...

What is Cash-Flow Financing?

Cash flow financing is an alternative method of securing a loan, in which cash flows are the collateral, not assets. In cash flow financing, also known as cash flow loans, a lending institution will base their decisions regarding the size of the loan and the loan repayment schedule on future expected cash flows of the company. The cash flows serve as collateral instead of assets, as in an asset-backed loan. Continue reading...

What is Cash Flow?

Cash flow is the liquid flow of cash and cash equivalents into and out of a business. Cash flow is an accounting metric that keeps track of the liquid assets going into and out of a business, project, or fund. Cash flow does not include accounts receivable, necessarily, because those funds may not be in-hand at the present time. The cash conversion cycle (CCC) and some valuation calculations will use cash flow numbers. Accounts may demonstrate positive or negative cash flow, which is either adding to or decreasing total assets. Continue reading...

What is a Cash Flow Statement?

A statement of cash flows is an accounting report which describes the changes in cash flows, which is distinct from net income. Cash Flow Statements are an important part of corporate accounting. While net income reports include non-cash items such as depreciation, as well as accounts receivable and accounts payable, cash flow statements will isolate the cash transactions in and out of the company. This helps get an idea of whether the company can pay its bills in a timely manner and so forth. Continue reading...

What is Discounted Cash Flow?

Discounted Cash Flow (DCF) uses an estimated future cash flow amount and a Discount Rate to determine the Present Value (PV). An investor or business executive might project an estimated future cash flow for a business based on recent growth rates, industry information, futurism, estimated inflation, etc. The most common future cash flow to use is free cash flow, which takes out capital expenditures. Continue reading...

What Happens to My 401(k) if I Leave My Job?

401(k) account balances can be taken to the next place of employment, rolled into IRAs, or cashed out. Sometimes people don’t know what to do with a 401(k) when the change jobs. If it sits there too long, and the employer cannot locate you because you changed addresses, your account balance will be taken over by the State in which you worked. Your state should be able to locate your file using your social security number and pay you the account balance as of the date they froze the account. Continue reading...

What is a Corporation?

A corporation is a business entity which has filed articles of incorporation. Unlike a Sole Proprietorship or a Partnership, a corporation is a legal entity that is separate from its owners. They are often referred to as C-corporations or C-corps, to distinguish them from S-corps, which are named after the subchapter which describes them in the law (though technically speaking, S-corps are corporations, too). Continue reading...

When should I sell my IPO shares?

If you see that there is a high premium that others are willing to pay for your IPO shares, you may want to sell them as soon as possible, or you may feel that you got a reasonable price and are more willing to hold the shares for a long time because you believe in the long-term growth potential of the company. If there is a lot of hype surrounding the IPO, and share prices are driven upward in the following weeks, it may be a good strategy to immediately sell them while the frenzy is on. After the Lock-up Period of 90 -120 days, the insiders and investment bankers who were required to hold onto their shares may start to sell theirs off, and in some cases, this can cause a significant price drop as they flood the market. Continue reading...

What is secondary market?

The secondary markets are where most trading goes on today, where the trades are made investor-to-investor using shares that were issued sometime before, and profits are made by investors and not the underlying company who issued the shares originally. The secondary market is a term used to describe the market created by those who are selling and buying shares which were issued some time ago in what's called the primary market. Continue reading...

What is Form 1099-R?

IRS Link to Form — Found Here Sources of retirement plan income, such as pensions, annuities, and IRAs, will be associated with a 1099-R filing. The form is filed by the company making the distribution. The taxpayer uses the information on it for when filing income taxes. The IRS receives Form 1099-R from the companies making distributions from retirement plans. They have categorized all annuity contracts as retirement plans by default, so those are included, as are pensions, profit sharing plans, other forms of employer-sponsored retirement plans, cash-value life insurance distributions, and individual retirement accounts (IRAs). The company making the distribution sends the 1099-R to the IRS and the account owner. Continue reading...

What has been the historical performance of IPOs?

Many studies have investigated the benefits of purchasing IPOs, and the results might surprise you. Despite the fact that new issues tend to be priced at a discount from the price that underwriters have decided is a fair valuation, their performance after the initial frenzy tends to be lackluster. While most investors think that IPOs are good investments, this is not exactly true. There are IPOs that have doubled or tripled in price during the first day, and there are IPOs that opened trading below the original IPO price (and anything in between). For short term trading, it can go either way, but if the IPO is a “hot issue,” meaning that there are more indications of interest than there are shares to fill the orders, the average investor will not be able to procure IPO shares anyway. Continue reading...

What is a Lump-Sum Distribution from a 401(k)?

Lump sum distributions are when the entire balance of an account is paid out at once. After you retire, you can elect to receive your money in a lump sum. Of course, you will end up paying income taxes on the entire distributed amount that year. There is also what’s called the mandatory 20% withholding, which requires custodians to withhold 20% from retirement plan distributions if they are not part of a trustee-to-trustee transfer (such as funding an IRA). Continue reading...

What are the Basics of Stocks?

This article and the ones that follow should give you a solid foundation in the knowledge of stocks and their use as financial instruments. We have established the basic structure of a common stock share: a company issues stock to raise capital, the owner of the stock is entitled to participate in the profits of the company, and stocks are traded in the Secondary Market between buyers and sellers who assume the risk and receive any proceeds that arise from price changes. Continue reading...