Mina Mar Group

Preferred stock, also know as preferred or preference shares is one of the main types of stock besides common shares. It is considered that preferred stock is a hybrid security that combines properties of debt (fixed dividends) and equity (potential to raise in price). They are distinct from common shares because they don't have voting rights but have higher claim on company's assets and earnings. Terms of preferred stock are described in issuing document; they can be issued under any set of terms that is compliant to laws and regulations. Preference in dividends is what distinguish preferred  from common stock. Board of directors makes decision whether or not company will pay dividends to its shareholders. Dividends are specified as percentage of the par value or as a fixed amount. Common shareholders can receive dividends only if preferred shareholders are already paid in full if board decides to pay them dividends in the first place. This makes them similar to bonds

A stock is a type of security that signifies peace of ownership in a corporation an represents a claim on a part of the corporation's assets and earnings. There two main types of shares: common shares and preferred shares. There are clear distinction between two types of shares, primarily based on voting rights and dividend payments. Common shares are also know as ordinary shares, voting shares or equity shares. First ever common stock was established in 1602 by Dutch East India Company and introduced on the Amsterdam Stock Exchange.  During initial public offering company offers shares for sale and in that way sells part of the company in order to raise capital. Underwriter helps company to determine type and pricing of offered securities. After IPO company's shares become publicly traded and company can issue new stock. Percentage of shareholders' ownership is determined by the number of shares in his possession, which are some percentage of total number of outst

Public reporting companies in the United States besides regular quarterly reports (10-Q) and annual report (10-K) must report certain current events on the form 8-K and file it with Securities and Exchange Commission (SEC) pursuant to Securities Exchange Act of 1934. Form 8-K provides shareholders and investors with current information enabling them to make informed decision. Certain unscheduled material corporate events happen between filing for quarterly and annual reports that need to be reported to the shareholders. Event is material when it could affect reasonable shareholder's investment decision for example bankruptcy, restructuring of the company or acquisition. SEC has outlined nine sections with subsections for different type of events: Registrants business and operations, Financial information, Securities and trading markets, Matters related to accountants and financial statement, Corporate governance management, Asset-backed securities, Regulation FD, Other e

Annual report is an audited corporate document that details the business activity and financial status over the previous year. It became regular part of corporate financial reporting after stock market crash in 1929. Annual report is distributed to shareholders at the end of the year and SEC also requires from company to file annual report on the form 10-K. Annual report contains audited financial statement and other company related data like in dept information about company's products, services, competitors, management and legal proceedings. Investors can access reports through EDGAR (Electronic Data Gathering, Analysis and Retrieval) and download report for free. Annual reports that is sent to shareholders and stakeholders consist of records of company's activities during the past year and financial and operational information. Included information are general corporate information,graphs and photos, financial and operating highlights, letter to shareholders from CE

Quarterly report is set of financial statements issued by a company at the end of fiscal quarter on a SEC form 10Q. It is a report of company performance during the specified period which helps investors to feel pulse of the company by getting insights into business performance and growth rate and provides them with future outlook. Federal Securities law require from public companies to to provide certain information. Form 10Q has two parts that have to disclose relevant information regarding the company's financial position. First part contains unaudited financial  statement (income statement, balance sheet, cash flow statement) for the quarter and year-to-date and results from previous year for comparison. It also includes management discussion and analysis of the company's financial condition, disclosure about risk factors that may affect the value of the company, internal controls. Second part contains all other pertinent information, including legal proceedings, u

Registration statement is set of documents including prospectus which company must file with Securities and Exchange Commission before it proceeds with public offering. It contains two principal parts: prospectus and additional information and  exhibits that must be filed with SEC but not necessarily revealed to investors. Company can use form S-1 to prepare registration statement and add any information that is necessary to make disclosure not misleading. Prospectus is "selling" document that must be offered to anyone who is offered or buys security. Distribution of prospectus to potential investor is usually done by underwriters or brokerages but they are most widely distributed through websites such as EDGAR (Electronic Data Gathering Analysis and Retrieval System). In prospectus company must clearly describe important information about business operation, financial statement, biographies of officers and directors, detailed information about their compensation, an

Just like smaller reporting companies that we mentioned in the previous article emerging growth companies are entitled to reduce regulatory and reporting requirements under the Securities Act and the Exchange Act  But which companies qualify to be in this category. Emerging growth companies are companies that have total annual gross revenues less than $1.07 billion (initially $1 billion, but the it was adjusted in April, 2017 for inflation) during most recent completed fiscal year and companies retains that status under certain conditions. That is, annual revenues must not exceed $1,070,000,000 and it must not issue more than $1 billion in non-convertible debt over the past three years and must not become large accelerated filer.  Firm  remains being emerging company during the first five fiscal years  after completion of an IPO. A company could not be an emerging growth company if it completed its IPO on or before December 8, 2011 because this category of issuer was created u

Reporting company or reporting issuer is a company that is obliged to file periodic reports under section 13 or 15 (d) of Securities Exchange Act. There are couple of reason why companies become reporting issuers. One of the reasons is securities exchange listing. Before securities can be traded on one of the exchanges they must be registered with Securities and Exchange Commission. Another reason is size threshold. If company has assets worth more than $10 million and a class of equity securities held by 2,000 person or 50 or more non accredited investors. Companies that issue securities but are not listed on any exchanges are also subject to Securities Exchange Act. In the first two cases company must file periodic and current reports. SEC divides reporting companies that file periodic reports under Securities Exchange Act of 1934 into different categories based on size among other factors. Smaller companies have less stringent reporting requirements and are exempt from cert

In simple term public company is company whose shares are publicly traded on one or more stock exchanges or over the counter market (OTC) and that ownership is dispersed among the many investors. History of public market dates back in early modern period when Dutch helped lay foundation of modern financial system. Publicly traded companies usually have many investor while privately held companies had fewer, but company with big number of investor doesn't have to be public company. Securities and Exchange Commission (SEC) states that every company with more than 500 investors and more than $10 million in assets must register with SEC and adhere to its regulations. Most public companies where private and after that they meet requirements to become publicly traded company mainly because it brings many advantages. Public companies are able to raise capital  through the sale of stock in a way shares become company's currency which is then traded on the market. Before it w

When it comes to choosing the right type of financing you will have to consider multiple factors on both sides, type of financing and your business needs. As we mentioned in previous articles all financing boils down to two types: debt financing and equity financing. If you are new in business you will need money to invest in expansion and growth. Chances are that you don't have long history of profitability and that you didn't have time to build good credit score which means that banks and some lenders will not be eager to give you a loan. Or on the other hand you are not comfortable with a fact that you can lose your assets whether business or personal. In that case equity financing will work best for you. This is an opportunity to raise cash without strict requirements that bank will demand from you and you will not have to pay monthly rates to the lender as in the case of debt financing. By avoiding monthly payments you will have more cash on your hands that you can

Mezzanine financing named for its place in the capital structure, is a hybrid of debt and equity financing. Lender gives you a loan and if everything works out the company simply pays to loan back under already fixed terms. The truth is that large percent of new businesses fail so lender has the right to convert their loan into an ownership percentage or equity interest. This allows lender to have a claim to any future profit and protect himself in case of default. On the other hand mezzanine capital enables owner to keep full ownership as long as business is lucrative. It can also be used to persuade reluctant investor who sees your venture as a high risk by offering him mezzanine arrangement. If business fails to pay the loan lender is generally paid after venture capital companies and senior lenders are paid. Mezzanine financing is also offered to business with established reputation and products and history of profitability where process is completed with little due dilige

Another type of financing beside debt is equity financing. Equity financing means that business raise money through investor by selling the part of the ownership of the company. What motivates investors to get involved is their belief in company's potential and massive return on their investment in the future. It is also called risk capital because return is only possible if the enterprise produces sufficient revenues for that purpose. Equity financing has wide array of capital sources and here are some of them. Private investment from friends and family - you may think this is the easiest way to raise money because you will contact people that you know and it is likely that they want your business to succeed and they require less material preparation. Ownership sharing may or may be not required and many will enter into agreement through the use of promissory note. Usually people don't have large amount of money to invest in business so it is not very usual to secure

There are two basic types of financing: debt financing and equity financing. Debt financing happens when business borrow money from a lender at a fixed or floating interest rate for a specified period of time. The most important characteristic is that debt financing is that doesn't give a lender part of ownership. Terms of the loan are dependent upon what the loan is being used for. Loans are most common and popular sort of debt financing. Business usually borrows from commercial lenders like bank and they offer some collateral as a form of a security for a loan. Loans have fixed periods and they are pay in regular intervals with interest rate. They can be short term, medium and long term in duration depending on the needs of business. Short term loans are used for temporary and seasonal loans. The most common type of short term loan is line of credit, agreement between borrower and lender that establishes maximum amount that customer can borrow and use it whenever he nee

Canadian Stock Exchange (CSE) is one of the fastest growing exchanges in the world. It was the first full stock market to be approved by the Ontario Securities Commission  in the past 70 years. CSE is alternative for micro-cap and emerging companies. It gives alternative to entrepreneurs  by making the access to Canadian public capital market easier and more user friendly. The CSE offers simple and precise rule book that makes the process of accessing public market quick and relatively inexpensive. Here are some of the reason why you should list your company on Canadian Stock Exchange. Straightforward requirements  - listing on CSE is streamlined with clear and concise rule book (it is just 56 pages). It helps companies to quickly realize if they can meet requirements and avoid engaging in lengthy process. Rule book is written not only for lawyers and corporate finance people but also for companies and business themselves so they can understand it. By focusing on company discl

When you start your business you are so concentrated on growing and expending your business that you forget to consider the downsides of business cycles. Business cycles are sequences of economic activity that is characterized by four phases: recession, recovery, growth and decline that repeat themselves.Decline or downturn makes the end of growth period in the business cycle. It is characterized by decreased levels of consumer and reduced production. Maybe you missed to devise downturn business cycle management strategy and found yourself trapped in a situation where your creditors are hounding.  Toxic financing can demolish your life's work and erode your shareholder value. It happens when financier can convert preferred shares and convertible stock into common stock that they sell on the market in order to be repaid and earn a profit on investment. The formula for the conversion is structured so that there is no downside limit on the price received for converted share

Bankruptcy happens when business is unable to pay its debts and creditors. Business can file with federal bankruptcy court  for protection, usually under chapter 7 or chapter 11. In the United States bankruptcy is governed by federal law commonly referred to as the "Bankruptcy Code". Bankruptcy cases are filed in the U.S. Bankruptcy Court and federal law govern procedure in bankruptcy cases but state laws are often applied to determine how bankruptcy affect property rights and debtors. Two major types of bankruptcy are Chapter 7 and Chapter 11. Chapter 7 happens when company ceases all of its operation and goes completely out of business. A trustee is appointed to sell (liquidate) company's assets in order to pay off its debt. Debts are payed off according  to absolute priority. It is rule that secured claims are paid before junior claims are paid. In that order secured creditors are paid first, then bondholders and in the end shareholders. In other words, invest

There are several potential advantages of going public through reverse takeover transaction. One of the biggest is better access to financing options. Usually private placement is conducted simultaneously with reverse takeover.  It will provide capital for company's future plan and projects and also fund the expenses of RTO. Public company that is reporting issuer has the opportunity to raise additional capital. Secondary offering require prospectus forms that are significantly shorter and are subjected to shorter review period by the Securities Commission in comparison to RTO transaction. Also, public companies are in more favorable position to obtain debt financing. If company complies with periodic reporting requirements it makes it more attractive to lenders and debt investors. Small and growing companies  in Canada also have lower listing requirements and less continuous disclosure obligations (TSXV and CSE). Being public company provides greater liquidity for company

There are different method to take your company public in Canada: initial public offering, reverse takeover, and direct listing. There are several advantages and few disadvantages of reverse takeover (RTO) over initial public offering (IPO).  An IPO requires a preparation, filing and clearance of prospectus which is subject of review and approval by the securities exchange commission. Disclosure document for RTO includes prospectus level disclosure with respect to the private company. In addition disclosure documents relation to RTO transaction will not be subject to review by commission. Private company will undergo due diligence and disclose information which  it has not previously  made public, including three years of audited financials. The private company will also need to conduct due diligence  of the public company to ensure that it is not inheriting any material unknown or unforeseen liabilities and that public company is up to date with its securities regulatory