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Glossary of Terms on The Grid

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Glossary of Employee Ownership & Exit Planning

Find definitions for terms in employee ownership, exit planning, business growth, SMB advisory, M&A, and accounting in The Grid Glossary.

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EO Limitations

aka : Employee Ownership Limitations

Any structural limitations inherent to being an EO company, e.g., an ESOP cannot pay more than fair market value when the company's stock is sold

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EPS

aka : Earnings per Share

Earnings per share (EPS) is a measure of a company's profitability that indicates how much profit each outstanding share of common stock has earned. It's calculated by dividing the company's net income by the total number of outstanding shares.

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Quality of Earnings

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A quality of earnings report is a routine step in the due diligence process for private acquisitions. The report assesses how a company accumulates its revenues – such as cash or non-cash, recurring or nonrecurring.

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Sustainability Study

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A repurchase obligation forecast that begins by using your individual business information and actuarial data to generate a projection of the cash your company will need to satisfy ESOP distribution liabilities following the distribution timing, form, and method requirements articulated in your plan documents and policies

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Buyer Cooperative

aka : Purchasing Cooperative

A buyer cooperative (or purchasing cooperative) is an organization owned and operated by a group of individuals or businesses who pool their purchasing power to buy goods or services in bulk at discounted prices. Members benefit from lower costs, better terms, and increased negotiating leverage that they wouldn't have as individual buyers. Common examples include grocery co-ops, healthcare purchasing groups, and business supply cooperatives.

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Aspen Institute Job Quality Fellowship

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The Aspen Institute's Job Quality Fellowship brings together leaders from differing lines of work, in communities across the country, who are working to expand the availability of better quality jobs.

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Allocation Formula

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A requirement of ESOP plans, this formula is proportionate to each participant's compensation, per capita, and points allocation based on compensation and service. Compensation needs to be defined for allocation purposes.

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Distribution Policy

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An ESOP distribution policy articulates the timing, form, and method in which participants receive their account balance when they retire, leave the company, or become deceased.

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Distressed Asset

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Distressed assets, undervalued due to financial difficulties of current owners, present investment opportunities in real estate during economic downturns or specific market conditions.

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Rebalancing

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Rebalancing is an annual process for cash-holding ESOPs that ensures all plan participants have the same percentage breakdown of cash and company stock that the overall ESOP trust holds. Rebalancing does not increase or decrease the face value of an ESOP participant’s account balance

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Accounts Receivable

aka : A/R

Money that a customer or client owes a company for a good or service purchased on credit. Accounts receivable are current assets for a company and are expected to be paid within a short amount of time.

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Founder's compensation

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When starting a business, the founding owner(s) often fund the business before it is bringing in enough money to cover its expenses. They may do this by working unpaid hours and/or using personal money to purchase supplies, uniforms, printing, postage, etc.

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Investment Co-op

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A community based investment vehicle where non-accredited investors can pool capital for the sake of making investments in things like real estate, or other small businesses which align with the values of the investment co-op members

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Double Taxation

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Earnings in a regular corporation are double-taxed—the corporation pays income tax on the net earnings, and then the shareholders pay income tax when they receive dividends on those earnings. In contrast, under Subchapter T of the Internal Revenue Code, a cooperative can avoid some of the traditional corporate double-tax.

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RIA

aka : Registered Investment Advisor

A registered investment advisor (RIA) is a financial professional firm that advises clients on securities investments and may manage their financial portfolios. RIAs are registered with either the Securities and Exchange Commission (SEC) or state securities administrators.

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Stock Sale

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A stock sale occurs when a buyer purchases the shares of an existing legal entity, effectively buying the company itself.

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Ownership Impact Index(R)

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The Ownership Impact Index(R) is a targeted workforce diagnostic that does more than just assess ownership culture or mindsets - it zeroes in on actions leaders can take to transform the operational and managerial practices to ignite them.

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Co-op Principle 1

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Cooperatives are voluntary organisations, open to all persons able to use their services and willing to accept the responsibilities of membership, without gender, social, racial, political or religious discrimination.

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Financial Statements

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Typically a company's profit and loss (income statement), balance sheet, and statement of cash flows.

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COGS

aka : Cost of Goods Sold

The cost to a business of making the products it sells over a given period of time. The cost of goods sold includes parts and labor expenses, but does not include shipping, advertising, or other indirect costs. COGS is included on a company’s profit & loss/income statement and may be subtracted from revenue when calculating the company’s gross profit margin.

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EO Plan Merger

aka : Employee Ownership Plan Merger

The combining of two EO Plans, such as what happens when an ESOP purchases another ESOP.

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Lower Middle Market

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Typically references to companies with less than $250 million in enterprise value

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LLC

aka : Limited Liability Company

A Limited Liability Company (LLC), is a company managed by members or elected managers, like a partnership, but with the financial and legal responsibility of the members limited to the amount of capital they have invested in the business.

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Earnout

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An earnout is a form of deferred payment to the seller that is contingent on certain events occurring post-closing. An earnout can be tied to revenue, EBITDA, or a non-financial metric such as retention of key employees or the issuance of a patent.

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Business Plan

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A good business plan guides you through each stage of starting and managing your business. You’ll use your business plan as a roadmap for how to structure, run, and grow your new business. It’s a way to think through the key elements of your business.

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Main Street EO Act

aka : MSEOA

the Main Street Employee Ownership Act, which Congress enacted in section 862 of Public Law 115-232, requires SBA to make structural changes in SBA lending programs to ease the challenges faced by employee-owned businesses in accessing financing. This legislation also requires SBA to use Small Business Development Centers (SBDCs) to establish an employee-owned business promotion program to provide assistance on structure, business succession, and planning

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Dilution

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The reduction of ownership percentage of existing shareholders in a company when new shares are issued by the company

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Participation loan

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A participation loan is an agreement where multiple lenders finance a single loan. The original lender keeps control of the loan but sells shares of it to other banks.

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Unencumbered Assets

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Assets that are free from any liens, debts, or other financial obligations.

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DOJ

aka : Department of Justice

A US Government department whose mission is to uphold the rule of law, to keep the country safe, and to protect civil rights.

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