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I second that sentiment FJ, thanks Soapy, hope we see you soon! 
you are obviously wrong about that di4........:)
Interesting Fact...
ADDING A NEW BOOK!
The Book Box: http://www.box.net/shared/qz0hqld0t5
This book will be in the box SOON!
Product Description
Seamlessly bridging academic accounting with real-life applications, Crash Course in Accounting and Financial Statement Analysis, Second Edition is the perfect guide to a complete understanding of accounting and financial statement analysis for those with no prior accounting background and those who seek a refresher.
From the Back Cover
A true crash course in accounting—finally available outside of corporate training programs
Seamlessly bridging academic accounting with real-life applications, Crash Course in Accounting and Financial Statement Analysis, Second Edition is the perfect guide to a complete understanding of accounting and financial statement analysis for those with no prior accounting background and those who seek a refresher.
Written by accomplished investment bankers in a clear and easy-to-follow style, the Second Edition is filled with case studies, exercises, practical applications, and real-world examples that test and reinforce concepts.
With new examples, an expansion of IFRS/GAAP discussion, and more exercises, the Second Edition equips novices with the necessary tools to put basic accounting and financial statement analysis skills to immediate use in their careers.
About the Author
Matan Feldman is founder and CEO of Wall Street Prep, a provider of step-by-step self-study courses and customized university and corporate training seminars in financial accounting, corporate finance, financial modeling, valuation modeling, and M&A modeling. Before Wall Street Prep, he worked as an equity research associate at JPMorgan Chase & Co. and as a financial analyst in the M&A group at Chase Manhattan Bank. He received an MA in economics with honors from Boston University.
Arkady Libman is the Managing Director of Wall Street Prep. Before Wall Street Prep, he worked as an equity research associate at Friedman, Billings, Ramsey & Co., Inc., and as an investment banking analyst at JPMorgan Chase & Co. He completed coursework at the London School of Economics and graduated with honors from Bowdoin College with a BA in economics.
Established by investment bankers, Wall Street Prep is a global full-service financial training firm, providing self-study programs as well as instructor-led training and e-learning services to investment banks, financial institutions, Fortune 1000 companies, and academic institutions.
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| This forum is dedicated to the intelligent discussions and understandings about the PKs as a solid exchange affording real investment, trades, and activities. Leave your bias at the door and open your mind to learning about investing like a VC. Rules and Guidelines:
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We are all presented with numerous opportunities to invest in businesses on the Pinksheets. If you are a professional working for a venture capital or leveraged buyout firm, you are being bombarded with “opportunities” from professional money raisers known as investment bankers. If you are an “angel” investor, you are being flooded with new business plans from friends and business associates. In the introduction, we discussed how we all have biases toward everything, including what we like to invest in. Now we move from biases to gathering hard facts about the business, the industry, and the team running the business. This part of the investing process is know as due diligence.
This forum starts the beginning of what venture capitalists (VCs) call the due diligence process. That is, it describes the steps that an investor should take in researching an investment opportunity. This is a detailed process that takes weeks—sometimes months—of work. It begins when an investor is confronted with a business proposal and must decide whether the idea warrants further investigation.
There are six critical components to look for in this first stage of evaluation.
1. The Numbers Should Be Properly Presented -- Numbers should always be presented so you know what you're getting into. If a company refuses to provide any numbers, call and ask why. Discuss their logic with them and work out the potential market impact of such non-disclosure. Also ask about their plans to disclose in the future; if they don't have a plan, they don't care about you. Sometimes signing an Non Disclosure Agreement (NDA) allows you to gain the information you're looking for where numbers are concerned.
2. The Deal Must Make Lots of Money -- This is just obvious. The method here is simple: Companies grow upon the proper use of debt (stock, CDs, 504s, Notes, etc...) and debt will only be issued to companies who make money; else the issuance of money and debt between the company and VC is too risky for the VC. So, if your PK rakes in the dough and uses it for proper debt financing and growth, you're in good shape. If not, well, ummm... You're toasted.
3. The Acid Test of a Deal Is Management -- Management is the "brain" of a deal since deals aren't magically created. You need to see if your management is ethical, honest (as much as law allows; some information cannot be shared), energetic, willing to carve out a niche market, offer sound business plans, and know how to implement such plans. If the management doesn't seem like the people to close a deal, run like hell.
4. The Situation Should Be Unique -- The market is saturated with products, people, and services due to the nature of Capitalism and Greed. Ask yourself, does your company stand out enough to be a takeover target? Merger target? Are the goods/services something fresh and new which will attract money? Hey, does our advertisment stand out or are we just a knock off of the Doublemint Twins? Is the supporting VC willing to make this company a special project? Try starting w/ such questions and let your interest wander.
5. The Proposed Venture Should Be Oriented Toward the Market -- If you cannot sell your wares, what's the point?
6. The Deal Must Have an Exit -- In order to make money, everyone involved must sell their stock (or other security) as to make a profit. This means there needs to be milestone events ensuring liquidity events (high volume periods in trading) allowing those who want to exit, a chance to cash out. If this isn't addressed, you may be trapped.
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See the Sticky Note! | To be blunt, this text is a guide which allows one to survive all the BS at iHUB and understand what the heck is actually going on. If you read this, you're better off that 90% of the people here. *UPDATED MARCH 2007!* Are 1000% gains still possible in post-internet bubble markets? Absolutely! While most large cap stocks sluggishly provide single digit returns, microcap stocks offer the opportunity for amazing gains. Dan Holtzclaw, author of the best-selling book "Penny Stocks: The Next American Gold Rush" shows you how to beat the market with NASDAQ and AMEX microcap stocks, OTCBB penny stocks, and Pink Sheet stocks. The Little Black Book of Microcap Investing contains information on: - Contemporary microcap investing strategies - Analysis of the rise, fall, and subsequent resurrection of the penny stock market - How to profit from patterns that stocks follow when graduating from the OTCBB to the AMEX or NASDAQ - How to profit from parallels that exist between NASDAQ and OTCBB trading patterns - Detailed analysis of 5 economic sectors that are poised for future growth and 8 microcap stocks that may conquer them - Information on microcap short and naked short sales - Interviews with: - Cromwell Coulson (CEO of the Pink Sheets LLC) - Peter Toscano (CEO of International Power Group) - Roy Warren (CEO of Bravo Foods International) |
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See the Sticky Note! | In his classic bestseller Venture Capital Handbook, leading venture capitalist David Gladstone showed thousands of companies how to get funding and work with early stage investors. Now, in his revision of the classic, Venture Capital Investing, he looks at venture capital through the eyes of the investor. Gladstone shows all of you VC investors and angels exactly how to weed through scores of business proposals and find the gem that will deliver outstanding returns, especially in these soft economic times. You will learn what to look for in a business proposition; how to assess entrepreneurs and their management teams; how to evaluate financial statements, market niches, competitive environments, and product innovations; how to investigate a business that's already operating; and how to build effective partnerships with existing portfolio companies. From the Back Cover In his classic bestseller Venture Capital Handbook, leading venture capitalist David Gladstone showed thousands of companies how to get funding and work with early stage investors. Now, in his revision of the classic, Venture Capital Investing, he looks at venture capital through the eyes of the investor. Gladstone shows all of you VC investors and angels exactly how to weed through scores of business proposals and find the gem that will deliver outstanding returns, especially in these soft economic times. You will learn what to look for in a business proposition; how to assess entrepreneurs and their management teams; how to evaluate financial statements, market niches, competitive environments, and product innovations; how to investigate a business that's already operating; and how to build effective partnerships with existing portfolio companies. |
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(Looking for the PDF)
Click Here for an Introduction to Term Sheets
Click Here for a Template Term Sheet | Review "This primer should be required reading for every entrepreneur. It is short, authoritative and worth its weight in gold." - Murray Low, Executive Director, Columbia Business School, Eugene M. Lang Center for Entrepreneurship "An invaluable resource for executives and financial professionals." - Graham D.S. Anderson, General Partner, EuclidSR Partners "A valuable resource for entrepreneurs..." - Jeffrey Donohue, Esq. --This text refers to the Kindle Edition edition.Product Description Term Sheets & Valuations is the first ever in-depth look at the nuts and buts of terms sheets and valuations. The book, written by leading venture capitalist Alexander Wilmerding of Boston Capital Ventures, covers topics such What is a Term Sheet, How to Examine a Term Sheet, A Section-by-Section View of a Term Sheet, Valuations, What Every Entrepreneur & Executive Needs to Know About Term Sheets, Valuation Parameters, and East Coast Versus West Coast Rules. In addition, the book includes an actual term sheet from a leading law firm with line by line descriptions of each clause, what can/should be negotiated, and the important points to pay attention to. A must have book for any executive, entrepreneur, or financial professional. Praise for Term Sheets & Valuations: "This primer should be required reading for every entrepreneur. It is short, authoritative and worth its weight in gold." - Murray Low, Executive Director, Columbia Business School, Eugene M. Lang Center for Entrepreneurship "An invaluable resource for executives and financial professionals." - Graham D.S. Anderson, General Partner, EuclidSR Partners "A valuable resource for entrepreneurs..." - Jeffrey Donohue, Esq. |
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(Looking for the PDF) | Venture capitalists and other professional investors use due diligence to uncover all of the critical aspects of a company in which they are considering investing in an attempt to estimate the ROI of this decision. The state of the market, management expertise within the firm, legal concerns, location, and environmental issues are just a few of the factors investors include in their due diligence analyses. This book is the only guide to provide investors with a rigorous due diligence framework that can be customized to fit the practice of the firm. The book provides readers with a clear and complete understanding of the due diligence process and formalizes the process for the VC community. The book is structured around key criteria presented in the form of questions. Each question is followed by in-depth explanations and analyses that incorporate the best practices of today's top VCs, including John Doerr, Don Valentine, Kevin Fong, and Ann Winblad. |
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(Looking for the PDF) | Deal Terms is the first ever in-depth look at valuations, preferred stock, stock options and other variables that affect deal structure, written by Alex Wilmerding (a venture capitalist at Boston Capital Ventures and best selling author of Term Sheets & Valuations). Written from a venture capital perspective, however applicable for all types of financings, Deal Terms includes actual term sheets, valuation methodology and analysis, assessment of stock option programs and their impact on valuations and capital structures and other real world documents used by leading venture capitalists and lawyers analyzed from multiple perspectives. A must have book for any executive, entrepreneur, or financial professional, this timeless classic is an unprecedented resource that will help you avoid costly mistakes, understand various structures and terms, and understand wording and language from other deal sheets to help you get deals done. According to Graham Anderson, General Partner at Euclid SR Partners, "Deal Terms provides critical, in-depth, first-hand perspective on the crucial terms and factors which influence financing decisions." Clifford Schorer, Entrepreneur in Residence, Columbia Business School remarks, "Deal Terms is an indispensable reference for entrepreneurs and finance professionals." And Andrew McKee, General Partner at Webster Capital notes, "Deal Terms is a really important resource." |
One of the basic items to look for in a business deal are the "numbers". The magical numbers on 10Q/K's offers the insight into the financial health of the company and allows one to deduce whether or not a company has solid financial planning, ROI, ROE, and margins. Thus one of the tools you have to have in your VC toolbelt is the ability to read statements and understand what they are telling you. Not only will your understanding of (non)dilutive financing, revenues, and balance sheets grow, but so will your ability to argue using concepts grounded in the data forming 10Q/K statements. This is key to sound trading/investment and survival on iHUB because numbers tend to transform into mythical creatures with the ability to make anything happen. The book below serves as a self-study guide and reference to survive the "numbers" and get to what matters in a company -- the management of cash flows, financial ratios, and all the other details VCs must know about the company. If you don't read anything else, make sure you have time for this book! You'd be amazed how much noise you can cut out if you learn the basics from this text. And for those who don't think this applies to OTC/PK companies, you're miles off! Although most PK do not issue Form 10s, you can pester the company for numbers and then perform an analysis.
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See the Sticky Note! | Product Description Seamlessly bridging academic accounting with real-life applications, Crash Course in Accounting and Financial Statement Analysis, Second Edition is the perfect guide to a complete understanding of accounting and financial statement analysis for those with no prior accounting background and those who seek a refresher. From the Back Cover Seamlessly bridging academic accounting with real-life applications, Crash Course in Accounting and Financial Statement Analysis, Second Edition is the perfect guide to a complete understanding of accounting and financial statement analysis for those with no prior accounting background and those who seek a refresher. Written by accomplished investment bankers in a clear and easy-to-follow style, the Second Edition is filled with case studies, exercises, practical applications, and real-world examples that test and reinforce concepts. With new examples, an expansion of IFRS/GAAP discussion, and more exercises, the Second Edition equips novices with the necessary tools to put basic accounting and financial statement analysis skills to immediate use in their careers. Arkady Libman is the Managing Director of Wall Street Prep. Before Wall Street Prep, he worked as an equity research associate at Friedman, Billings, Ramsey & Co., Inc., and as an investment banking analyst at JPMorgan Chase & Co. He completed coursework at the London School of Economics and graduated with honors from Bowdoin College with a BA in economics. Established by investment bankers, Wall Street Prep is a global full-service financial training firm, providing self-study programs as well as instructor-led training and e-learning services to investment banks, financial institutions, Fortune 1000 companies, and academic institutions. |
Part of the DD process, with respect to taking interest in a PK, often involves an interest surrounding a Reverse Merger (RM). Many mergers will have little or no negative impact on competition. Some mergers may be pro-competitive, for example, by enhancing production efficiencies resulting from economies of scale or scope. Mergers may also create new synergies, lead to innovation by combining talents of different firms, and provide additional resources to develop new products and services. Concerns about mergers, acquisitions and other corporate combinations are generally based on the same concerns about anti-competitive behaviour. The main concern is that a larger merged firm may increase its market power. To the extent a merged firm becomes more dominant in a market, there is a greater potential to abuse the accumulation and exercise of market power to the detriment of competitors and consumers. The basic rationale for merger control is that it is better to prevent firms from gaining excessive market power than to attempt to regulate abuses of their market power once such power exists. In practice, merger reviews and the exercises of related powers by competition authorities are usually based on an evaluation of the impact of specific merger on competition in the relevant markets.
Mergers can be characterised according to three categories: horizontal mergers, which take place between firms that are actual or potential competitors occupying similar positions in the chain of production; vertical mergers, which take place between firms at different levels in the chain of production (such as between manufacturers and retailers); and other mergers, such as those which take place between unrelated businesses or conglomerates with different types of businesses.
Large mergers, acquisitions and some other corporate combinations require prior review and approval in some jurisdictions. As part of their review, competition authorities may prohibit mergers or approve them subject to conditions. Mergers are usually only prohibited or subjected to conditions if the authority occludes that the merger will substantially harm competition. Given the discretion inherent in the interpretation of this threshold, various competition authorities have published merger guidelines. These are intended to assist firms and their advisers to anticipate the procedures and criteria which will be applied in assessing a merger.
An example of such guidelines is contained in the Horizontal Merger Guidelines published in 1997 by the US Department of Justice and the Federal Trade Commission. The Guidelines set out a five stage analysis of the following subject areas.
In the context of a merger review, market definition is often the key factor in determining whether a merger is anti-competitive. If a market is defined broadly, the merging firms may be considered to be competitors. A more narrow market definition may result in a determination that the firms operate in different markets. On the other hand, a broad market definition could lead to a conclusion that the merged entity will face sufficient competition from other firms in the market. A narrow definition could lead to a conclusion that the merged entity would have excessive market power in a smaller market.
The second stage of the analysis is the identification of firm competing in the relevant market and their market shares. The determination of market share will have a direct bearing on an assessment of market power and the potential for abuse of market power by the merged entity. The evaluation of market participants includes not only firms which actually participate in the relevant market, but also firms which could be expanded to enter it.
In assessing the potential adverse effects of a proposed merger, attention will typically focus on the establishment or increase of the dominant position by the merged entity. There may also be concerns that the merger, by reducing the number of firms participating in a market, will create conditions which make anti-competitive agreements among them more likely.
The evaluation of barriers to entry is an important aspect of merger review. A finding that there are low barriers to entry can help justify a merger.
Finally, the five-stage analysis concludes with an assessment of any efficiencies to be realized as a result of the merger. In this stage, the objective is to assess efficiency or other welfare gains which can be projected to result from the merger. These will be balanced against any anti-competitive effects which have been identified in the earlier stages of the review.
In exceptional circumstances, a merger which would have anti-competitive effects may be permitted where one of the merging entities is in severe financial distress. The competition authority may be persuaded that the public interest is better served by a merger than by the failure of one of the merging entities. However, transactions of this sort should be carefully evaluated. Sometimes the merger is not the best solution. For instance, it may be that another firm could expand productive capacity using the assets of the failing firm and that public welfare would be better served by this alternative solution. Bankruptcy is painful for shareholders, but does not always have a long-term negative effect on the economy.
The goal of merger control laws is to prevent or remove anti-competitive effects of mergers. Three types of remedies are typically used to achieve this goal.
The first two remedies are structural, and the third remedy is behavioural. Behavioural remedies require ongoing regulatory oversight and intervention. Structural remedies are often more likely to be effective in the long run and require less ongoing government intervention.
Partial divestiture or behavioural constraints are less intrusive I the operation of market than preventing a merger from proceeding or requiring dissolution of a previously completed merger. Partial divesture can reduce or eliminate anti-competitive effects while preserving some of the commercial advantages of a merger. Partial divestiture is emerging as a preferred remedy in many jurisdictions.
In unison, the three above methods allow for a merged entity to remain competitive by "unwinding" pieces of the merger; ensuring a healthy result. Why keep dead weight after a merger? As a VC investigating your PK-merger event, it's important to identify the type of merger, possible implications, and how the resulting entity will divest as to establish a strong result. If you cannot, then call the company and ask for the merger plans and strategies. If they cannot provide the information as to ponder the above, then tread carefully.
Officially: On a stock exchange, a reverse stock split or reverse split is the opposite of a stock split, i.e. a stock merge - a reduction in the number of shares and an accompanying increase in the share price. The ratio is also reversed: 1-for-2, 1-for-3 and so on. It is also possible that a reverse stock split could be used as a tactic to reduce the number of shareholders. In a hypothetical 1-for-100 reverse split any investor holding less than 100 shares would simply receive a cash payment and no shares of stock. If the resulting number of shareholders has then dropped below some threshold, it may be placed into a different regulatory category; such as an S corporation which is required by law to have less than 100 shareholders.
In the PK World: Congrats -- your PK company announced a reverse split as to recapitalize. 99.999% of the time this implies the shareholders are beyond screwed and the company basically took your money. Upon the RS, most of your shares will vanish into oblivion and you pretty much ate dirt. Despite the effects, there are many reasons to perform a RS:
Uplisting to a Higher Exchange -- Very rare but does happen once in a blue moon.
Maintain a Particular PPS -- Commonplace on big board stocks when times are rough. The RS is made in the hopes of avoiding delisitng.
Proper Capitalization of the Company -- Sometimes venture capital or offerings cannot be made given the current market capitalization. Thus an RS (or FS) may be employed to allow targeted fund-raising.
CD or REGDEX Dumping -- Once a security hits par value and cannot be used for fund-raising given a bloated OS, a company may elect to RS as to allow a financier and exit in accordance with the Rules of VC. Once the stock is RS'd, dilution will continue until a repetition or the exit has been attained.
Force Close all Positions and then Forward Split -- Used to remove shorts from a stock. If done properly, it can wash a stock clean of manipulation.
Although this makes the RS a "dreaded creature", for which it is aptly named in the PK world, a RS could be successful given a sound plan on how the company intends to manage the security afterwards. For example, the following methods have been successful in preserving shareholder value given a RS event:
If the management doesn't present a plan for the post-RS management of the security, you know you're screwed and need to leave. It's that simple -- no plan, no shareholder value.
Academic Articles of Interest
If you are looking to read up on Convertible Debt and other instruments, HowStuffWorks has an outstanding introduction.
Rule 504 of Regulation D provides an exemption from the registration requirements of the federal securities laws for some companies when they offer and sell up to $1,000,000 of their securities in any 12-month period.
A company can use this exemption so long as it is not a blank check company and does not have to file reports under the Securities Exchange Act of 1934. Also, the exemption generally does not allow companies to solicit or advertise their securities to the public, and purchasers receive "restricted" securities, meaning that they may not sell the securities without registration or an applicable exemption.
Rule 504 does allow companies to sell securities that are not restricted, if one of the following circumstances is met:
Even if a company makes a private sale where there are no specific disclosure delivery requirements, a company should take care to provide sufficient information to investors to avoid violating the antifraud provisions of the securities laws. This means that any information a company provides to investors must be free from false or misleading statements. Similarly, a company should not exclude any information if the omission makes what is provided to investors false or misleading.
While companies using the Rule 504 exemption do not have to register their securities and usually do not have to file reports with the SEC, they must file what is known as a "Form D" after they first sell their securities. Form D is a brief notice that includes the names and addresses of the company’s owners and stock promoters, but contains little other information about the company.
In February 2008, the SEC adopted amendments to Form D, requiring that electronic filing of Form D be phased in during the period September 15, 2008 to March 16, 2009. Although as amended, the electronic Form D requires much of the same information as the paper Form D, the amended Form D requires disclosure of the date of first sale in the offering. Previously, the first date of sale was not required. The Office of Small Business Policy has posted information on its web page about the filing requirements for the new Form D.
If you are thinking about investing in a Reg D company, you should access the IDEA database to determine whether the company has filed Form D. If you need a copy of a Form D filed as a paper filing (which will include any Form D filed before September 15, 2008) that has not been scanned into IDEA, you can request a copy using our online form. If the company has not filed a Form D, this should alert you that the company might not be in compliance with the federal securities laws
Technically none. Nearly all forms of funding are dilutive and will damage your position. But if a company issues equity as a means to fundraise, be sure to ask how they will repurchase it. If they don't have a sound plan, buyer beware.
Pink OTC Markets assigns an OTC Market Tier to each OTC traded company based upon the disclosure it provides to the market-place. Pink Sheets companies are identified as providing current information, limited information or no information by one of the following icons:
How can a Company Provide Disclosure to the Marketplace?
Pink OTC Markets has created Guidelines for Providing Adequate Current Information to help companies understand what information is material and should be disclosed.
Pink Sheets companies can decide which OTC Market Tier they wish to be in and tailor their disclosure accordingly.
To upgrade from No Information to Limited Information:
Subscribe to the OTC Disclosure and News Service.
Post a disclosure document pursuant to the Guidelines for Providing Adequate Current Information for a period ending within the last six months. At a minimum, this must include a balance sheet, income statement, and total shares outstanding. Financial statements must be prepared in accordance with US GAAP, but are not required to be audited.
Pink OTC Markets will automatically be alerted to the posted disclosure and move the OTC Market Tier to Limited Information or contact the issuer for further information.
To upgrade from No Information or Limited Information to Current Information:
Subscribe to the OTC Disclosure and News Service.
Post an Initial Company Information and Disclosure Statement, pursuant to Section One of the Guidelines for Providing Adequate Current Information (PDF) through the OTC Disclosure and News Service. Complete financial statements from the most recent quarter end as well as from the prior two years must be included. Financial statements must be prepared in accordance with US GAAP, but are not required to be audited.
Submit a signed Attorney Letter Agreement (first two pages of Pink OTC Markets Guidelines for Attorney Letters with Respect to Adequate Current Information).
Post an Attorney Letter complying with Pink OTC Markets Guidelines for Attorney Letters with Respect to Adequate Current Information through the OTC Disclosure and News Service.
Pink OTC Markets will automatically be alerted to the posted Attorney Letter and within 3 to 5 business days:
Confirm that a signed and dated Attorney Letter Agreement has been submitted
Verify that company has met the requirements for Current Information
Move the OTC Market Tier to Current Information or contact the issuer for further information.
To remain in Current Information:
Post subsequent Quarterly and Annual Reports pursuant to Section Two of the Guidelines for Providing Adequate Current Information (PDF).
Post an Attorney Letter for each period end.
Pink OTC Markets will automatically be alerted to the posted documents and will:
Verify that the company has posted the required Quarterly Reports within 45 days following each quarter end and Annual Reports within 90 days following each fiscal year end. Companies will be downgraded to Limited Information if reports are not posted in this timeframe.
Confirm that an Attorney Letter is posted for the period end. Companies are given an additional 30 days beyond the disclosure statement due date to post the Attorney Letter.
What is the Advantage of Providing Disclosure to the Market?
Companies that undergo stock promotions or certain corporate actions, such as a reverse merger or name change without adequate current information available, will be labeled with Caveat Emptor until such a time as they do provide current information to the market.
