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Q: What Is Gross Spread?

The term 'gross spread' refers to an important element of the initial public offering (IPO) process: Gross spread is the money underwriters earn for their role in taking a company public.

Aug

2023

What Is Gross Spread?

By Samuel Becker | Growing Wealth, invest, Investing | Comments Off

The term “gross spread” refers to an important element of the initial public offering (IPO) process: Gross spread is the money underwriters earn for their role in taking a company public.

When a company IPOs, or “goes public,” it releases its shares onto a public stock exchange, an undertaking that demands a tremendous amount of work behind the scenes. That work involves bankers, analysts, underwriters, and numerous others. All of that work must be compensated, which is where the gross spread — also called the underwriting spread — comes into play.

How Gross Spread Works

The gross spread refers to the cut of the money that is paid to the underwriters for their role in taking a company public. In effect, it’s sort of like a commission paid to the IPO underwriting team. But the underwriting spread isn’t a flat fee, but a spread in the sense that it represents a share price differential.

Underwriters

Underwriters are common players in many facets of the financial industry. It’s common to find underwriters working on mortgages, as well as insurance policies.

When it comes to IPOs, underwriters or underwriting firms work with a private company to take them public, acting as risk-assessors, effectively, in exchange for the underwriters spread. Their job is to evaluate risk and charge a price for doing so.

Recommended: What Is the IPO Process?

The Role of Underwriters in the IPO Process

These IPO underwriters generally work for an investment bank and shepherd the company through the IPO process, ensuring that the company covers all of its regulatory bases.

The underwriters also reach out to a swath of investors to gauge interest in a company’s forthcoming IPO, and use the feedback they receive to set an IPO price — this is a key part of the process of determining the valuation of an IPO.

In order to generate compensation for all this work, the underwriters typically buy an entire IPO issue and resell the shares, keeping the profits for themselves. So, the underwriters set the IPO price, buy the shares, and — assuming the shares increase in value once they become publicly available — the underwriters generate a profit from reselling them, the same way you would selling the shares of an ordinary stock that had risen in value.

For companies that are going public, the benefit is that they’re essentially guaranteed to raise money from the IPO by selling the shares to the underwriters. The underwriters then sell the shares to buyers they have lined up at a higher price in order to turn a profit. That difference in price (and profit) is the gross spread.

For the mathematically minded, the gross spread — basically the IPO underwriting fee — would be equal to the sale price of the shares sold by the underwriter, minus the price of the shares it paid for the shares.

💡Quick Tip: Keen to invest in an initial public offering, or IPO? Be sure to check with your brokerage about what’s required. Typically IPO stock is available only to eligible investors.

Gross Spread & Underwriting Costs

The gross spread, for most IPOs, can range between 2% and 8% of the IPO’s offering price — it depends on the specifics of the IPO. There can be many variables that ultimately dictate what the gross spread ends up being.

The gross spread also comprises a few different components, which are divided up by members of the underwriter group or firm: The management fee, underwriting fee, and concession. The underwriters typically split the gross spread, overall, as such: 20% for the management fee, 20% for the underwriting fee, and 60% for the concession. More on each below:

Management fee

The management fee, or manager’s fee, is the amount paid to the leader or manager of the investment bank providing underwriting services. This fee essentially amounts to a commission for managing and facilitating the entire process. It’s also sometimes called a “structuring fee.”

Underwriting fee

The IPO underwriting fee is similar to the management fee in that it is collected by and paid to the underwriters for performing their services. Again, this is more or less a commission that is taken as a percentage of the overall gross spread and divided up by the underwriting teams.

Concession

The concession, or selling concession, is generally the compensation underwriters get for managing the IPO process for a company. So, in this sense, the concession is a part of the gross spread during the IPO process and is, effectively, the profits earned by selling shares when the process is complete. It’s divided up between the underwriters proportionately depending on the number of shares the underwriter sells.

💡Quick Tip: If you’re opening a brokerage account for the first time, consider starting with an amount of money you’re prepared to lose. Investing always includes the risk of loss, and until you’ve gained some experience, it’s probably wise to start small.

Examples of Gross Spread

Here’s an example of how gross spread may look in the real world:

Company X is planning to IPO, and its shares are valued at $30 each. The underwriters working with Company X on its IPO purchase the full slate of shares prior to the IPO, and then go off and sell the shares at $32 each to investors and the general public.

In this case, the gross spread would be equal to the difference between what the underwriters paid Company X for the shares, and what they then sold the shares for to the public — $32 – $30 = $2.

Or, to express it as a ratio, the gross spread is 6.7%. More on the ratio calculation below.

Gross Spread Ratio

As mentioned, the gross spread can be expressed or calculated as a ratio. Using the figures above, we’d be looking to figure out what percentage $2 is (the gross spread) of $30 (the share price sold to the underwriters).

So, to calculate the ratio, you’d simply divide the gross spread by the share price — $2 divided by $30. The calculation would look like this:

$2 ÷ $30 = 0.0666

The figure we get is approximately 6.7%. Also note that the higher the ratio, the more money the underwriters (or investment bank serving as the underwriter) receives at the end of the process.

IPO Investing With SoFi

Though the gross spread, or underwriters spread, is not a well-known aspect of the IPO process, it’s relatively straightforward. Underwriters, who shepherd a company through the IPO process, ultimately buy the initial shares from the company at one price, and sell them to the public at the IPO at a higher price. The spread between the two is considered the gross spread, or the compensation the underwriting team earns for all their work.

Whether you’re curious about exploring IPOs, or interested in traditional stocks and exchange-traded funds (ETFs), you can get started by opening an account on the SoFi Invest® brokerage platform. On SoFi Invest, eligible SoFi members have the opportunity to trade IPO shares, and there are no account minimums for those with an Active Investing account. As with any investment, it's wise to consider your overall portfolio goals in order to assess whether IPO investing is right for you, given the risks of volatility and loss.

Invest with as little as $5 with a SoFi Active Investing account.

FAQ

What is meant by the underwriting spread?

The underwriting spread is another term for the gross spread. Underwriters pay issuers, or an issuing company, for a company’s shares prior to the IPO. The underwriting firm then turns around and sells shares to investors. The difference (expressed as a dollar amount) that the underwriter pays the issuer and that it receives back from selling the shares during an IPO is the underwriting spread.

What are gross proceeds in an IPO?

Gross proceeds, in relation to an IPO, refers to the total aggregate amount of money raised during the public offering. This is all of the money raised by investors during the IPO.

What is a typical underwriting spread?

As underwriting spreads are usually expressed as dollar amounts, the typical underwriting spread can vary depending on several variables in the IPO process — including share price, share volume, etc. But in general, it can amount to between 3.5% and 7% of gross proceeds during an IPO.

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SoFi Invest®

INVESTMENTS ARE NOT FDIC INSURED • ARE NOT BANK GUARANTEED • MAY LOSE VALUE

SoFi Invest encompasses two distinct companies, with various products and services offered to investors as described below: Individual customer accounts may be subject to the terms applicable to one or more of these platforms.
1) Automated Investing and advisory services are provided by SoFi Wealth LLC, an SEC-registered investment adviser (“SoFi Wealth“). Brokerage services are provided to SoFi Wealth LLC by SoFi Securities LLC.
2) Active Investing and brokerage services are provided by SoFi Securities LLC, Member FINRA (www.finra.org)/SIPC(www.sipc.org). Clearing and custody of all securities are provided by APEX Clearing Corporation.
For additional disclosures related to the SoFi Invest platforms described above please visit SoFi.com/legal.
Neither the Investment Advisor Representatives of SoFi Wealth, nor the Registered Representatives of SoFi Securities are compensated for the sale of any product or service sold through any SoFi Invest platform.

Investing in an Initial Public Offering (IPO) involves substantial risk, including the risk of loss. Further, there are a variety of risk factors to consider when investing in an IPO, including but not limited to, unproven management, significant debt, and lack of operating history. For a comprehensive discussion of these risks please refer to SoFi Securities’ IPO Risk Disclosure Statement. IPOs offered through SoFi Securities are not a recommendation and investors should carefully read the offering prospectus to determine whether an offering is consistent with their investment objectives, risk tolerance, and financial situation.

New offerings generally have high demand and there are a limited number of shares available for distribution to participants. Many customers may not be allocated shares and share allocations may be significantly smaller than the shares requested in the customer’s initial offer (Indication of Interest). For SoFi’s allocation procedures please refer to IPO Allocation Procedures.

Financial Tips & Strategies: The tips provided on this website are of a general nature and do not take into account your specific objectives, financial situation, and needs. You should always consider their appropriateness given your own circumstances.

SOIN0623082

Aug

2023

What Are Non-Transparent ETFs?

By Matthew Zeitlin | Growing Wealth, invest, Investing, Terminology | Comments Off

Unlike ordinary exchange-traded funds (ETFs), which disclose their underlying assets daily, non-transparent ETFs are only required to reveal their holdings on a quarterly or monthly cadence. This ability to conceal their assets can help active non-transparent ETF managers to cloak their strategies for longer periods, with the aim of maximizing performance.

To understand some of the advantages these funds may offer investors, it helps to compare them with standard ETFs.

Why Would You Invest in Non-Transparent ETFs?

For nearly 30 years, exchange-traded funds (ETFs) have been a mainstay for big institutional investors as well as individuals, thanks to their transparency, tax efficiency, and low cost. Today, the ETF industry in the U.S. has billions, if not trillions, under management.

Traditionally, investors have found ETFs an attractive option because of their liquidity, which has made ETFs more transparent than mutual funds. Unlike mutual funds, you can trade ETF shares throughout the day on an exchange, similar to stocks. And the way shares are created and redeemed gives investors more visibility into the funds’ underlying assets, compared with mutual funds. This ‘transparency’ has been true of both actively managed ETFs as well as passive ETFs, which track an index such as the S&P 500.

But the fundamental transparency of the ETF “wrapper” or fund structure has been a thorn in the side of some active ETF managers, who may prefer less visibility around their holdings for strategic reasons. Hence the appeal of non-transparent ETFs to active managers.

Active non-transparent ETFs — also called ANT ETFs — aren’t required to reveal their assets daily, as noted above; rather they report a snapshot of what they hold on a monthly or quarterly basis, similar to a mutual fund. In some cases they report the assets they hold, but not how much they hold.

Recommended: ETFs vs. Index Funds: What’s the Difference?

💡 Quick Tip: How do you decide if a certain trading platform or app is right for you? Ideally, the investment platform you choose offers the features that you need for your investment goals or strategy, e.g., an easy-to-use interface, data analysis, educational tools.

How Passive vs. Active Strategies Can Impact Transparency

If you think about it, the evolution of active non-transparent ETFs makes sense in the larger context of the ETF universe, where passively managed ETFs comprise more than 90% of that market.

Passively managed ETFs offer some of the lowest ETF fees in today’s market, which is one reason they’re typically cheaper to own than mutual funds. The overall tax efficiency of index ETFs also helps to lower investing costs, and has contributed to their overall popularity with investors.

ETFs, of course, are also valued for their role in adding diversification to investors’ portfolios, with many ETFs invested in specific sectors (e.g. electric vehicles, pharmaceuticals) or securities (e.g. U.S. Treasuries, corporate bonds).

No matter whether an ETF is invested in a broader equity market or a niche sector, passive ETFs are designed to mirror or track the stocks in a certain index. Thus the transparency of these funds is part of how they work.

That’s not true of active ETFs, which rely on the oversight of a fund manager to choose the underlying assets (just like an active mutual fund). But because ordinary ETFs require a daily disclosure of the fund’s holdings, this can hamper an active manager’s ability to execute their investment strategies.

When a fund’s assets are disclosed on a daily basis, the market can bid up the price for their holdings. And while in the short term this might be good (the assets could go up), in the long term it could disrupt the fund manager’s strategies. And, if other investors try to anticipate the trades that active managers might make, sometimes called front running, that could cause asset prices to fluctuate and potentially impact the ETF’s performance.

The Use of Proxies in Non-Transparent ETFs

How might a non-transparent ETF solve this problem?

The way ETFs keep their price in line with their assets is that the sponsor of the ETF trades throughout the day with an “authorized participant.” These authorized participants will create and redeem “baskets” of securities, i.e. the stocks or bonds that the ETF holds, and then trade them to the ETF for shares of the fund, which allows the ETF to stay in line with the price of its underlying stocks.

This process obviously requires a great degree of transparency across the board. So, how does a non-transparent ETF obscure its holdings? The answer is, by the use of “proxies”: These are baskets of stock that are similar to but not identical to the underlying holdings of the ETF.

Thus, non-transparent ETFs are able to occupy a happy middle ground in the ETF world: they enable fund managers to conceal their strategies while keeping the liquidity of pricing that is core to trading ETFs overall.

The History of Non-Transparent ETFs

For years, the ETF industry was composed mostly of index ETFs, which helps to explain why the universe of ETFs is primarily passive. But over time, some investment companies began seeking regulatory approval for non-transparent ETFs, also sometimes called semi-transparent ETFs, in order to pursue more active strategies. The approval for these funds, and the technology underlying the non-transparent strategy, began rolling out in late 2019, and ANT ETFs have seen steady inflows since then.

Though non-transparent ETFs are still a relatively small part of the overall ETF market, this sector is gaining traction and is now approaching $2 billion AUM. This reflects a similar trend among active ETFs, which have also seen more inflows this year.

💡 Quick Tip: Distributing your money across a range of assets — also known as diversification — can be beneficial for long-term investors. When you put your eggs in many baskets, it may be beneficial if a single asset class goes down.

The Takeaway

Non-transparent ETFs may be a relative newcomer in the multi-trillion-dollar world of ETFs, but they offer an attractive new opportunity for investors who are interested in active investment styles — but still want the cost efficiency and liquidity of an ETF. Non-transparent ETFs also give active fund managers the ability to cloak their strategies, which may aid potential outcomes.

As with all ETFs, they may have a place in an investor’s portfolio. But it’s generally best that investors do some research or consult with a financial professional before investing.

Ready to invest in your goals? It’s easy to get started when you open an investment account with SoFi Invest. You can invest in stocks, exchange-traded funds (ETFs), mutual funds, alternative funds, and more. SoFi doesn’t charge commissions, but other fees apply (full fee disclosure here).

For a limited time, opening and funding an Active Invest account gives you the opportunity to get up to $1,000 in the stock of your choice.

Photo credit: iStock/ANA BARAULIA

SoFi Invest®

INVESTMENTS ARE NOT FDIC INSURED • ARE NOT BANK GUARANTEED • MAY LOSE VALUE

SoFi Invest encompasses two distinct companies, with various products and services offered to investors as described below: Individual customer accounts may be subject to the terms applicable to one or more of these platforms.
1) Automated Investing and advisory services are provided by SoFi Wealth LLC, an SEC-registered investment adviser (“SoFi Wealth“). Brokerage services are provided to SoFi Wealth LLC by SoFi Securities LLC.
2) Active Investing and brokerage services are provided by SoFi Securities LLC, Member FINRA (www.finra.org)/SIPC(www.sipc.org). Clearing and custody of all securities are provided by APEX Clearing Corporation.
For additional disclosures related to the SoFi Invest platforms described above please visit SoFi.com/legal.
Neither the Investment Advisor Representatives of SoFi Wealth, nor the Registered Representatives of SoFi Securities are compensated for the sale of any product or service sold through any SoFi Invest platform.

Financial Tips & Strategies: The tips provided on this website are of a general nature and do not take into account your specific objectives, financial situation, and needs. You should always consider their appropriateness given your own circumstances.

Exchange Traded Funds (ETFs): Investors should carefully consider the information contained in the prospectus, which contains the Fund’s investment objectives, risks, charges, expenses, and other relevant information. You may obtain a prospectus from the Fund company’s website or by email customer service at https://sofi.app.link/investchat. Please read the prospectus carefully prior to investing.
Shares of ETFs must be bought and sold at market price, which can vary significantly from the Fund’s net asset value (NAV). Investment returns are subject to market volatility and shares may be worth more or less their original value when redeemed. The diversification of an ETF will not protect against loss. An ETF may not achieve its stated investment objective. Rebalancing and other activities within the fund may be subject to tax consequences.
Claw Promotion: Customer must fund their Active Invest account with at least $25 within 30 days of opening the account. Probability of customer receiving $1,000 is 0.028%. See full terms and conditions.

SOIN0723038

Aug

2023

A Brief Overview of the Sarbanes-Oxley Act (SOX)

By Ashley Kilroy | Financial Independence, Growing Wealth, invest, Investing | Comments Off

In the wake of several corporate scandals in the early 2000s, the Sarbanes-Oxley Act was passed in 2002 in order to protect investors, shareholders, and employees from companies misrepresenting their financial records or otherwise engaging in deceitful practices.

Read on to better understand the provisions in the Sarbanes-Oxley Act (SOX) and how the protections that it provides to investors.

What Is the Sarbanes-Oxley Act?

To safeguard investors from corporate fraud, Congress passed the Sarbanes-Oxley Act (SOA) of 2002 . The act aimed to improve corporate financial records, making them more robust, reliable, and precise.

When the law passed, then-President George W. Bush said it was “the most-reaching reforms of American business practices since the time of Franklin Delano Roosevelt.”

Names for Congressional sponsors Sen. Paul Sarbanes and Rep. Michael Oxley, the Sarbanes-Oxley Act came in response to a rash of corporate scandals in the early 2000s, including those involving Enron Corporation, WorldCom, Global Crossing, Tyco International, and Adelphia Communications.

In addition to tightening up corporate responsibility and financial reporting regulations, the Sarbanes-Oxley Act formed the Public Company Accounting Oversight Board (PCAOB), which oversees auditing standards and ensures that companies comply with the new law.

💡 Quick Tip: All investments come with some degree of risk — and some are riskier than others. Before investing online, decide on your investment goals and how much risk you want to take.

What Prompted the Passage of the Sarbanes-Oxley Act?

In the 2000s, companies such as Enron Corporation, WorldCom, and Global Crossing among several firms caught up in accounting and financial reporting scandals. As investor confidence fell in the wake of the scandal, Congress passed the Sarbanes-Oxley regulations to prevent further fraudulent financial reporting, minimize future scandals, and protect investors.

What’s Included in the Sarbanes-Oxley (SOX) Act?

Although the SOX Act is extensive, there are a few crucial components, including:

Section 302

This section requires senior corporate officers, such as the CEO and CFO, of public companies to file reports with the Security and Exchange Commission (SEC). All companies publicly traded in the U.S. must create a system for their financial reports.

This system should include a traceable, verifiable pathway for the reports’ source data. None of this source data can be tampered with in any way. Additionally, the method and technology which retrieves that data must be reported on as well. If it’s changed, the company has to document the particulars of that change.

Section 404

This section directs the company to disclose the internal protocols in place for financial reporting to the public. The company must discuss shortcomings and efficacy in these evaluations.

Sections 802 and 906

Both sections impose penalties for mishandling documents. That means companies need to have a financial reporting system with preserved, traceable data and clear documentation on how it’s handled.

Section 802 pertains to altering or destroying documents with the intent to affect a legal investigation, which can lead to a prison sentence of up to 20 years. It also enforces proper auditing maintenance requirements. Section 906 forbids certifying misleading or fraudulent reports, which can incur fines up to $5 million and upwards of 20 years imprisonment.

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The Sarbanes-Oxley Act: Penalties

A non-compliant company and its executives could face severe penalties for violating the Sarbanes-Oxley Act. As mentioned in Sections 802 and 906, there are legal ramifications, including fines and prison sentences. For example, 802 imposes a penalty on any individual who knowingly does not preserve financial and audit records. This failure can result in up to 10 years in prison; however, other violations can lead to millions of dollars in fines and up to 20 years imprisonment.

Earlier Legislation

Before the Sarbanes-Oxley Act was in place, there were other laws governing the securities industry, most of which had been put in place during or after the financial crisis that led to the Great Depression.

The Securities Act (1933)

This law required more transparency around securities sold on public exchanges, and banned insider trading.

The Glass-Steagall Act (1933)

Also known as The Banking Act, this legislation forced banks to split up their investment banking and commercial banking operations. It also established the Federal Deposit Insurance Corp.

The Securities Exchange Act (1934)

This act created the SEC, which regulates the securities industry and holds disciplinary powers over publicly traded companies that violate the law, along with associated individuals.

The Trust Indenture Act (1934)

This act created formal agreement standards that bond issuers must uphold in every sale to the public.

The Investment Company Act Act (1934)

This act requires that companies that invest and trade securities must regularly disclose their financial condition and investment policies to investors.

The Investment Advisers Act (1940)

This act requires that investment advisers must register with the SEC and adhere with its regulations.

The Securities Acts Amendments (1975)

These amendments prohibited brokers from self-dealing, aimed to minimize conflicts of interest, and required additional disclosures by institutional investors.

The Takeaway

Regulators have many tools they can use to discourage financial institutions and advisers from unethical activities, and to penalize those who fail to comply with the rules. That said, it’s important for all investors to do their due diligence and research any company with which they want to invest or adviser with whom they want to work.

For a limited time, opening and funding an Active Invest account gives you the opportunity to get up to $1,000 in the stock of your choice.

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SoFi Invest®

INVESTMENTS ARE NOT FDIC INSURED • ARE NOT BANK GUARANTEED • MAY LOSE VALUE

Aug

2023

Determining Your Business Valuation: 7 Valuation Methods

How to Value a Business: Seven Valuation Methods

By Rebecca Lake | Growing Wealth, invest, Investing | Comments Off

Business valuation refers to the process of determining the economic value of a business. There are different business valuation methods that can be used to establish a business’s worth. Understanding how to value a company can be helpful for investors and business owners, but creditors and potential buyers may need to value a company as well.

What Is a Business Valuation?

Business valuation means determining what a business is worth. Again, there are different scenarios where the valuation of a business becomes important. For instance, business owners may be interested in knowing what their business is worth if:

• They hope to sell it to a new owner

• A merger with another business is in the works

• They’re creating an employee stock purchase plan (ESPP)

• They’re working on a succession plan that includes a buy-sell agreement

• They plan to apply for loans or lines of credit using business assets as security

• They need it for tax purposes

• The business is being sued

• It’s required for the division of assets in a divorce proceeding

• Determining an IPO price

•Valuing shares in an equity crowdfunding round

Venture capitalists and angel investors may also be interested in how a company is valued if they’re planning to invest before an IPO.

💡 Quick Tip: Look for an online brokerage with low trading commissions as well as no account minimum. Higher fees can cut into investment returns over time.

How Are Companies Valued?

The business valuation process involves a detailed look at the company and its key financial characteristics. A professional business appraiser or an accountant that holds an Accredited in Business Value designation (ABV) typically completes a business valuation. These professionals have specially trained in calculating the valuation of a business. There are also business valuation software programs available that you can use to estimate your company’s value yourself.

Finding the valuation of a business can involve a number of factors, including:

• Ownership structure

• Company management

• Combined value of company assets

• Combined total of company liabilities

• Cash flow

• Revenues

• Projected earnings

That’s a general explanation of how business valuation works. To understand the valuation of a company at an individual level, it helps to know more about the different business valuation methods that can be used.

7 Business Valuation Methods

There’s more than one way to approach how to value a business. The method chosen reflects the reasons for determining a business valuation in the first place. For example, the methods used for company valuation ahead of an IPO may be very different from the valuation methods used for an existing company.

It can be helpful to use multiple business valuation methods when evaluating the same business. This makes it possible to see how the numbers compare, based on different metrics. Here are some of the most common ways the valuation of a company can be determined.

1. Market Capitalization

Market capitalization is a simplified way to find the valuation of a business, based on its stock share price. To find market capitalization, you’d multiply a company’s stock share price by the number of shares outstanding.

For example, if a company has 100 million shares outstanding priced at $10 each, its market capitalization value is $1 billion. Market cap is a fluid number, as share pricing can change day to day or even hour to hour.

Investors might use a company’s market capitalization when choosing stocks to invest in. For instance, if those interested in adding large-cap companies to your portfolio then they’d look for ones that have a market valuation of $10 billion or more. On the other hand, investors interested in small-cap companies would look for those with a valuation under $2 billion.

2. Asset-Based Valuation

The asset-based valuation method determines the value of a company based on its assets. Specifically, this involves looking at a business’s balance sheet and subtracting total liabilities from total assets. For example, if a company has $10 million worth of assets and $3 million worth of liabilities, its valuation would be $7 million.

This valuation method offers a fair market value of a company or business using assets as the key metric. It’s also referred to as a book value.

Businesses can use asset-based valuation to get an estimate of current value or what the business would be valued at after a liquidation event. Using the liquidation-based approach, the business’s value is measured by any net cash remaining after all assets are sold and liabilities are paid off.

3. Discounted Cash Flow Method

The discounted cash flow method for finding a company valuation estimates the value of an asset today using projected cash flows. Business owners use this business valuation method when they expect cash flow to fluctuate in the future.

A discounted cash flow method for finding the valuation of a business includes four elements:

• Time period for analyzing cash flows

• Cash flow projections

• A discount rate, which represents a projected rate of return from a hypothetical investment

• Estimated future growth

Discounted cash flow can help businesses get a sense of what their business is worth now, based on future cash flows. This can be helpful for businesses that are considering making investments in growth and want to gauge the estimated return on that investment.

4. Earnings Multiplier Business Valuation

With the earnings multiplier method, you’re finding the valuation of a business as measured by its current share price and earnings per share (EPS) ratio. Earnings per share represents the profit per common share compared to the company’s profits as a whole.

To calculate the earnings multiplier, you divide the market value per share by the earnings per share. So if a stock is worth $10 and earnings per share are $2, the earnings multiplier would be 5. That means that it would take five years of earnings at the current rate to get to the stock price. You can compare this data point to other companies in the same industry to get a sense of how its value compares to its peers.

The earnings multiplier method can be helpful for comparing the valuation of a company to its competitors. Essentially, what it tells you is how expensive a company’s stock is relative to the earnings per share it’s reporting.

Businesses can use the earnings multiplier approach to compare a company’s current earnings to projected future earnings. This method for how to value a business may be considered to be more accurate than methods that rely on revenues or assets alone.

5. Return on Investment (ROI) Valuation Method

Return on investment refers to the return an investor can expect from placing their capital into a specific investment vehicle. In terms of business valuation methods, this option bases value on what type of ROI an investor could receive from putting money into the business.

This type of valuation method might be useful for newer businesses that are trying to attract the attention of venture capitalist or angel investors. Using the ROI method, it’s possible to provide investors with a tangible number to use as the basis for estimating what type of return they could get on their money.

The formula for ROI-based valuation is simple:

ROI = (Current value investment – Cost of investment)/ Cost of investment

Similar to market capitalization this can be a very simple way to get an estimate of a company’s value.

6. Times-Revenue Method

The times-revenue method for business valuation helps find the value of a company on a range. This method applies a multiplier to the revenues generated over a set time period. The multiplier chosen depends on the industry the company or business belongs to and/or overall market conditions.

Compared to other valuation methods, the times-revenue method is not as precise since the multiplier used may be different each time the calculations are run. It also looks at revenues, rather than profits, which may paint a truer picture of a company’s value. This method of valuation can, however, be helpful for newer businesses that aren’t generating consistent revenues or profits yet.

7. IPO Valuation Methods

Some of the business valuation methods included so far are best for established businesses that are publicly traded on an exchange. In the case of a private company that’s preparing to launch an IPO, valuation requires additional strategies, since there’s no stock price to use.

When finding the valuation of a business for an IPO, the IPO underwriting team can use several strategies, including:

• Comparing the company to similar companies

• Looking at precedent transactions, such as mergers and acquisitions

• Running financial models, including a discounted cash flow analysis

If you’re interested in IPO investing, it’s helpful to understand how an IPO’s price is set. Pricing matters because if it’s too low, the company may not realize its goals for raising capital. If it’s too high, it may put off investors. Accurate valuation and pricing also comes into play during the IPO lock-up period, in which early stage investors are prohibited from selling their shares initially.

💡 Quick Tip: Investment fees are assessed in different ways, including trading costs, account management fees, and possibly broker commissions. When you set up an investment account, be sure to get the exact breakdown of your “all-in costs” so you know what you’re paying.

The Takeaway

Knowing how to value a company matters if you own a business but it can be just as important for retail investors. If you’re a value investor, for instance, your strategy may revolve around finding the hidden gem companies, undervalued by the market as a whole.

Investing is, in many ways, all about value. Again, that’s what makes business valuation so critical to investors and business owners alike. In fact, as an investor, you are a business owner – remember to keep that in mind. And knowing how businesses are valued can help further your understanding of the markets at large.

For a limited time, opening and funding an Active Invest account gives you the opportunity to get up to $1,000 in the stock of your choice.

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SoFi Invest®

INVESTMENTS ARE NOT FDIC INSURED • ARE NOT BANK GUARANTEED • MAY LOSE VALUE

SOIN0723045

Aug

2023

Guide to Reading an S-1 Statement

By Colin Dodds | Growing Wealth, invest, Investing | Comments Off

An S-1 statement is a type of registration form that companies, hoping to go public, need to file with regulators in order to issue stocks on public exchanges. It’s an important document, and one that is combed through by many prospective investors prior to an IPO.

For investors who may be interested in IPO investing, learning the ins and outs of an S-1 statement is paramount.

What Is an S-1 Form?

An S-1 statement is the registration form companies must file with the Securities Exchange Commission (SEC) to issue new securities. As such, it’s a necessary document for any company preparing for an initial public offering (IPO) to list on a national exchange, such as the Nasdaq or the New York Stock Exchange.

The form serves as an introduction for companies hoping to raise money from the investing public, in which they essentially lay out their business plan. That includes explaining its current business model, its place in the current competitive landscape, as well as introducing managers and sharing a short prospectus for the stock itself. The form also includes the company’s methodology for formulating the stock price, and disclosures about how the company expects its IPO to impact the stocks of any existing public companies.

Thoroughly reading an S-1 is a great way for investors to research a company directly, rather than gathering information from third-party sources.

Recommended: What Is an IPO? Everything Investors Need to Know

💡 Quick Tip: If you’re opening a brokerage account for the first time, consider starting with an amount of money you’re prepared to lose. Investing always includes the risk of loss, and until you’ve gained some experience, it’s probably wise to start small.

Where Can You Find S-1 Filings?

The S-1 form, like all SEC forms, is publicly available. You can typically find it by going to the “investor relations” section of a company’s Web site, or by searching on the SEC’s EDGAR (Electronic Data Gathering, Analysis, and Retrieval) system.

The EDGAR system is free and publicly available. It allows you to search by company, or even by form type. So, for example, you could look for all the S-1 registrations for a given period.

💡 Quick Tip: Keen to invest in an initial public offering, or IPO? Be sure to check with your brokerage about what’s required. Typically IPO stock is available only to eligible investors.

How to Read An S-1: Section Breakdown

There are several different sections of the S-1 form that contain helpful information for analyzing a stock.

The Box

The beginning of the form consists of a section often called “The Box,” which summarizes the major highlights of the document. The Box usually includes the following information about the company:

• Background information

• Industry information

• Competitive strengths

• Business strategies

• Risks

• Financial data

• Description of securities it plans to sell in its IPO

The box is where the company will try to tell its life story, its plan for the future, and why it is a worthwhile investment. It is, in some ways, a pitch to prospective investors. As such, it can be surprisingly non-technical, without some of the financial and legal jargon that can make financial statements so difficult to read.

Management’s Discussion & Analysis (MD&A)

This is where the company explains and offers context around the financial statements that appear in other sections of the S-1 registration.

This usually includes operating performance metrics, as well as how different business segments performed. This is also where management often elaborates on some of the risk factors that affect or will affect the company. Sometimes, a company will also use the MD&A as a place to share their long-term outlook.

Selected Consolidated Financial Data

This is the section where you’ll get to the numbers that matter, where the company shares a condensed statement of its income, balance sheet and cash flow.

Those statements present a quarter-by-quarter illustration of the company’s financials over the previous two years, showing its growth, capital expenditures, and other trends in the business. While those numbers may well tell a story on their own, they may be worth perusing with the commentary and background of the MD&A in mind.

Description of Capital Stock & Underwriting

While the other sections tell you what the company is, what it does, and how it’s doing, this one gets to the main point of the S-1 – what the company is selling, namely, its stock.

This section is where investors can dig in to understand the security that will be making its debut. It includes details of shareholder rights, such as its voting and conversion rights. It also lists the investment banks that the company has hired to sell its IPO shares to large investors.

Description of Capital Stock & Underwriting even gives a preview of the IPO itself, disclosing the stock’s offering price, the number of shares the company plans to sell, and the total proceeds that the company hopes to raise in the IPO.

Recommended: How Are IPO Prices Set?

Executive Compensation

This is the section that discloses how much senior management makes in salary and other compensation, and can give investors a sense of the net worth and motivation of the leadership.

Related Party Transactions

This is where investors get a glimpse into who the company is working with. It’s a chance to connect the dots, and see who’s backing the company. The Related Party section is where a company has to disclose any transaction with a private equity firm, or a family member.

The Footnotes

Seasoned investors are also close readers of the footnotes of an S-1. This is where the most interesting little details are sometimes buried.

The Takeaway

Filing an S-1 is a key part of the IPO process. Reading an SEC S-1 filing can help investors understand what to expect about an IPO. Every company approaches their S-1 registration differently. Each company will provide different degrees of disclosure, and they will use the format of the S-1 to present that information in the way they believe will benefit them.

Reading through the document can feel like a chore, but if you’re at all interested in IPO investing, it’s a worthwhile investment of time. If you feel like you’re in over your head, though, you may want to speak with a financial professional to try and get caught up.

For a limited time, opening and funding an Active Invest account gives you the opportunity to get up to $1,000 in the stock of your choice.

Photo credit: iStock/insta_photos

SoFi Invest®

INVESTMENTS ARE NOT FDIC INSURED • ARE NOT BANK GUARANTEED • MAY LOSE VALUE

SoFi Invest encompasses two distinct companies, with various products and services offered to investors as described below: Individual customer accounts may be subject to the terms applicable to one or more of these platforms.
1) Automated Investing and advisory services are provided by SoFi Wealth LLC, an SEC-registered investment adviser (“SoFi Wealth“). Brokerage services are provided to SoFi Wealth LLC by SoFi Securities LLC.
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For additional disclosures related to the SoFi Invest platforms described above please visit SoFi.com/legal.
Neither the Investment Advisor Representatives of SoFi Wealth, nor the Registered Representatives of SoFi Securities are compensated for the sale of any product or service sold through any SoFi Invest platform.

Financial Tips & Strategies: The tips provided on this website are of a general nature and do not take into account your specific objectives, financial situation, and needs. You should always consider their appropriateness given your own circumstances.

Investing in an Initial Public Offering (IPO) involves substantial risk, including the risk of loss. Further, there are a variety of risk factors to consider when investing in an IPO, including but not limited to, unproven management, significant debt, and lack of operating history. For a comprehensive discussion of these risks please refer to SoFi Securities’ IPO Risk Disclosure Statement. IPOs offered through SoFi Securities are not a recommendation and investors should carefully read the offering prospectus to determine whether an offering is consistent with their investment objectives, risk tolerance, and financial situation.

New offerings generally have high demand and there are a limited number of shares available for distribution to participants. Many customers may not be allocated shares and share allocations may be significantly smaller than the shares requested in the customer’s initial offer (Indication of Interest). For SoFi’s allocation procedures please refer to IPO Allocation Procedures.

Claw Promotion: Customer must fund their Active Invest account with at least $25 within 30 days of opening the account. Probability of customer receiving $1,000 is 0.028%. See full terms and conditions.

SOIN0723039

What Is Gross Spread?

How Gross Spread Works

Underwriters

The Role of Underwriters in the IPO Process

Gross Spread & Underwriting Costs

Management fee

Underwriting fee

Concession

Examples of Gross Spread

Gross Spread Ratio

IPO Investing With SoFi

FAQ

What is meant by the underwriting spread?

What are gross proceeds in an IPO?

What is a typical underwriting spread?

What Are Non-Transparent ETFs?

Why Would You Invest in Non-Transparent ETFs?

How Passive vs. Active Strategies Can Impact Transparency

The Use of Proxies in Non-Transparent ETFs

The History of Non-Transparent ETFs

The Takeaway

A Brief Overview of the Sarbanes-Oxley Act (SOX)

What Is the Sarbanes-Oxley Act?

What Prompted the Passage of the Sarbanes-Oxley Act?

What’s Included in the Sarbanes-Oxley (SOX) Act?

Section 302

Section 404

Sections 802 and 906

The Sarbanes-Oxley Act: Penalties

Earlier Legislation

The Securities Act (1933)

The Glass-Steagall Act (1933)

The Securities Exchange Act (1934)

The Trust Indenture Act (1934)

The Investment Company Act Act (1934)

The Investment Advisers Act (1940)

The Securities Acts Amendments (1975)

The Takeaway

How to Value a Business: Seven Valuation Methods

What Is a Business Valuation?

How Are Companies Valued?

7 Business Valuation Methods

1. Market Capitalization

2. Asset-Based Valuation

3. Discounted Cash Flow Method

4. Earnings Multiplier Business Valuation

5. Return on Investment (ROI) Valuation Method

6. Times-Revenue Method

7. IPO Valuation Methods

The Takeaway

Guide to Reading an S-1 Statement

What Is an S-1 Form?

Where Can You Find S-1 Filings?

How to Read An S-1: Section Breakdown

The Box

Management’s Discussion & Analysis (MD&A)

Selected Consolidated Financial Data

Description of Capital Stock & Underwriting

Executive Compensation

Related Party Transactions

The Footnotes

The Takeaway

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