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| GLOSSARY
OF FACTORING TERMINOLOGY |
Account
A collection of claims or invoices against a particular customer
for goods or services delivered.
Account Debtor
The person, business or organization responsible for paying an invoice.
In the case of factoring, the account debtor is the customer
whose name is on the invoice sold to the factor.
Accounts Payable
The amount owed by a business to its suppliers or vendors.
Accounts Receivables
A commercial debt due for repayment usually in 30 - 90 days. In
the factoring industry the accounts receivable is what a company
sells to a factor.
Accounts Receivable Aging Report
A business report showing how long accounts receivable from each
customer have been outstanding. It indicates the receivables
that are current and the amounts outstanding for 30 days, 60 days
and so forth.
Accounts Receivable Financing
A form of financing which uses accounts receivable as collateral
for a loan. This is different than factoring in that the party
providing the financing does not own the invoice and is not responsible
for collecting the debt.
Accrual Accounting
An accounting method whereby income and expense items are recognized
as they are earned or incurred even though they may not have been
received or actually paid in cash. The opposite of cash basis
accounting.
Acknowledgment Form
Form sent to the client's customer account debtors to confirm that
the invoice the client is selling does exist and that they will
remit payment directly to factor.
Advance
The percentage of an invoice's face value that a factor pays upon
its purchase.
Assets
Items which hold commercial or exchange value.
Asset-Based Lending
A form of lending where the lender uses collateral, such as A/R,
equipment or inventory, as security against the loan.
Assignee
The person or business entity that is given, obtains or buys the
rights to an asset.
Assignment
A transfer of ownership or interest in a payment obligation between
two or more parties.
Assignment of Collateral
The legal term used when accounts receivable are pledged to a lender
as collateral for a loan.
Assignor
The person giving or selling an asset, subsequently forfeiting rights
to that asset.
Authorized Signatory
An individual who is authorized to execute a binding document on
behalf of a corporation, partnership or other legal entity.
Balance Sheet
A report that accounts for the assets, liabilities and owner's equity
of a business on a specific date.
Bankruptcy
A state of insolvency created by the inability of a person or business
to pay debts.
Bill of Lading
A shipping document providing instructions to the freight forwarder
or shipper.
This instrument also indicates who the seller and the buyer are.
Bill of Sale
A document used to transfer title of goods from the seller to the
buyer.
Blanket Assignment
A legal transfer of ownership of all accounts receivable, both present
and future as collateral for funding.
Borrowing Power
The maximum loan available to a borrower at a particular time based
on the calculated value of the accounts receivable; the product
of a borrower's advance rate times eligible accounts receivable.
Break-Even Point
The degree of operation where costs equal revenue.
Capital
The net worth (assets - liabilities + net worth) of a business;
wealth used in trade. Monies left over after a
business or individual has satisfied all debt.
Cash Accounting
A method that recognizes revenues when cash is received and recognizes
expenses when cash is paid out. Cash basis accounting is the
opposite of accrual basis accounting.
Cash Flow
An analysis over a period of time revealing the availability, or
lack, of cash. More simply put, the difference between cash
in (income) vs. cash out (expenses).
Since money does not flow in and out at an equal rate, in most businesses,
an analysis of cash flow is important, especially of businesses
that are cyclical in nature, or subject to external forces.
Client
The individual or company that sells its accounts receivables to
a factor or other financial entities.
Collateral
An asset that is promised or given to a creditor (a factor or a
financial institution) to guarantee the discharge of an obligation
by the debtor. Upon default, the creditor may seize the asset
and sell it to pay off the loan.
Commercial Credit Insurance
Insurance against losses from the ultimate inability to collect
accounts receivable.
Concentration
The amount of one client's accounts receivable due from a single
customer. A large concentration for a single customer is considered
high risk.
Corporation
A legal entity which can own property, incur debts, sue, and be
sued.
Corporations provide for limited liability, easy transfer of ownership
and continuity of existence.
Corporate Resolution
An action taken by the vote of a corporation.
Covenant
A rule, a law; a restriction prohibiting an individual or
a company from performing unauthorized acts.
Cost of Good Sold
The cost of all of the materials needed to make the client's product.
Credit Analysis
An analysis of records and financial affairs to determine the creditworthiness
of a business.
Credit Guaranty
A form of guarantying a debt from the debtor in the event of debtor
insolvency.
Creditor
The party to whom money is owed.
Current Ratio
The number of times current assets cover current liabilities; ability
to meet obligations due.
Customer
The business or organization that owes money on an invoice purchased
by the factor; i.e. the client's customers, also known as account
debtors.
DBA: Doing Business As
Used to designate the name of a business as it is commonly known
rather than its legal name, the name of the owner, etc.
DBT
An abbreviation for "days beyond terms," which indicates how many
days past the due date an invoice is late.
Debt Instrument
The evidence of monies owed.
Debtor
A person or party which owes payment to a creditor.
Default
The omission or failure to perform or fulfill a legal duty, obligation
or promise.
Delivery Evidence
A document that proves delivery of a shipment.
DIP (Debtor-In-Possession) Financing
Financing provided to a company while under Chapter 11 Bankruptcy/Reorganization
protection.
Disclosure
To tell a lender or investor anything that may be relevant and of
material nature to the deal.
Discount Factoring
Arrangement whereby a factor purchases an account(s) receivable
from a business (client) at a discount to the face value of that
receivable. The factor earns a fee based on the number of
days that the receivable remains unpaid, i.e., the longer the receivable
remains unpaid, the larger the fee incurred.
Discount Fee
The amount earned by a factor on each invoice purchased. It
is based on the period of time the invoice remains outstanding (unpaid)
and is set forth and agreed upon by both parties in the Discount
Schedule.
Discount Rate
The percentage of the face value of an invoice that a factor holds
as its fee.
Due Diligence
The Credit Analysis process used to facilitate a decision as to
whether or not to accept a prospective client.
Encumbrances
A lien or any form of indebtedness owed against real or personal
property. An encumbrance is also recognized as unearned equity.
Escrow
The system by which money, documents, personal property or real
property are held in trust for others by a disinterested third party
until the terms and conditions of the escrow instructions made by
the parties to the escrow are completed or otherwise terminated.
Face Amount or Face Value
The total dollar amount of an invoice. This is the amount
that has to be paid to the factor by client's customer, without
consideration as to how much was advanced to the client.
Factor
As a verb, to factor is the act of buying or selling accounts receivable
at a discount. As a noun, a factor is a company engaged in
the buying of accounts receivable.
Factoring
Factoring is the process of purchasing commercial accounts receivable
(invoices) from a business at a discount.
Federal Employee ID Number
A government-issued identification number used to identify businesses.
This number is similar to the Social Security number but is
used to identify businesses, not individuals.
Fictitious Name Statement
A legal filing used by a person to record a name for a proprietorship.
Fixed Cost or Expenses
Overhead; those expenses that won't change, regardless of sales.
Fraud
Criminal deception. Most commonly perpetrated by clients that
sell invoices to a factor with the knowledge that the debtor is
not legally obligated to pay the invoice.
Freedom
The absence of necessity or constraint; independence; ease;
facility. See Amerisource.
Full Recourse Agreement
A type of factoring wherein if the invoice is not collected due
to the financial inability of the customer, the client assumes the
loss.
Funding
Advancing money (based on the advance rate) to a client.
Guaranteed Sales
Sales that allow the return of merchandise purchased at the customer's
discretion.
Indemnification
A promise to compensate for loss or damage sustained as a result
of a stated set of circumstances.
Insolvency
The inability to pay ones debts when due.
Interest
The rate paid on money that is borrowed or advanced, usually stated
as a percentage rate per year.
Invoice
A legal debt instrument which indicates the amount due from a customer
to pay for delivered goods or services. Invoices may be traded
or sold.
Liabilities
The amount owed by a business or an individual, excluding ownership
equity.
There are two types of liabilities: Current and Long-term. Current
are debts that must be paid within one year (such as accounts payable,
dividends, notes payable, bank loans payable, taxes payable, wages
and any portion of long-term debt that is due within one year).
Long-term liabilities, also called funded debt, are debts
that are not due until after a year's time.
Lien
A creditor's claim against property. When the debt is paid,
the lien is removed. Liens may also be granted by courts to satisfy
judgments.
Lien Search
A search through public records on file in both the County Clerk's
and Secretary of State's offices for any claims (pledges) against
the property of a business (such as their accounts receivable) or
an individual. An example would be if a taxing authority has
a lien against the accounts receivable of a business due to taxes
owed.
Line of Credit
The amount of credit that may be extended to a borrower by a lender.
This type of arrangement gives a borrower flexibility in planning
for operating expenses.
Liquidity
The ability to convert assets into cash (or cash equivalent) without
significant loss. If a business has good liquidity, they will
be able to meet their maturing obligations promptly, earn trade
discounts, benefit from a good credit rating, etc.
Maturity Factoring
A type of non-recourse factoring. The factor takes an assignment
of all of the client's book debts and administers the client's sales
ledger. When monies are collected, they are sent to the client,
less the factor's fee. Maturity factoring is useful to companies
with extensive and complicated sales ledgers. By factoring
all of their invoices in this manner, these companies receive better
management of their accounts receivable by the factor than they
could provide for themselves.
Mechanic's Lien
A lien on property (such as a building or an invoice) given by statute
to a worker or contractor who performs work or furnishes materials
for the improvement of that property, until compensation is made
for the improvement. Until that lien is satisfied, it usually
takes precedence over all other liens.
Negative Cash Flow
A situation where income is less than expenses. Prolonged
negative cash flow can lead to the failure of a business.
Note
A written promise to pay a named amount to a particular company
or person by a certain date.
Notification
Process whereby the factor lets an account debtor (client's customer)
know that an invoice(s) has been purchased from client, and that
the debtor is to pay the factor directly.
Non-Notification
An aspect of confidential factoring where the customers are not
notified of the client's arrangement with the factor.
Non-Recourse
A type of factoring where the factor assumes complete responsibility
for collection of debt. If the debt is not collected due to
the financial inability of the customer, the factor assumes the
loss.
Overhead
The cost of doing business unrelated to production or sale of goods
or services. Office rent, for instance, is an overhead expense.
It remains unchanged no matter how much a company sells.
Partnership
A contract between two or more people in a joint business venture
who agree to pool their funds and/or talents and share in the profits
and losses of the enterprise. General partners are those who are
responsible for the day-to-day management of activities, whose individual
acts are binding on all the partners, and who are personally responsible
for the partnership's total liabilities. Limited partners
are those who contribute only money and are not involved in management
decisions and whose liability is limited to the amount of their
investment.
Payee
The person scheduled to receive compensation under the terms of
a contract.
Payor
The person scheduled to make compensation under the terms of the
contract.
Personal Guarantee
An agreement in which a principal of a corporation assumes personal
liability for the obligations of the corporation.
Personal Property
Any property which is not designated real property by law.
Portfolio
A group or package of investments of the same type.
Power of Attorney
A written document by which one person, the principal, appoints
another person as agent or attorney-in-fact, giving that person
the authority to act on the principal's behalf to perform certain
acts or duties specified in the document.
The document itself serves as evidence to third parties of the agent's
authority to act on behalf of the principal.
Prepayment Penalty
A penalty for the payment of a debt before it becomes due.
Pre-ship Invoice
A legal debt instrument which indicates the amount due from a customer
to pay for goods or services which have NOT yet been delivered.
Generally, factors will not purchase pre-ship invoices.
Profit & Loss Statement (P&L)
An accounting summary of revenues and expenses of a business during
a specific period. This may also be known as an operating
statement, income and expense statement or income statement.
Proprietorship
Unincorporated business owned by a single person. The individual
proprietor has the right to all the profits from the business and
also has responsibility for all of the firm's liabilities.
Purchase Order
A document or form used by a customer to issue an order for goods
or services.
Purchase Price
Sometimes referred to as the advance on the prepayment. This
is the amount of money that is paid to the client by the factor
for an invoice in advance of the factor receiving payment from the
client's customer.
Quantity Discounts
Price reductions from vendors experienced as a result of purchasing
in larger volume.
Quick Ratio
Current assets divided by current liabilities. One measurement
of a firm's liquidity.
Real Property
Real estate collateral that can only be perfected by a note and
a Deed of Trust.
Rebate
The return of funds issued to the client by a factor from the reserve
account.
Receivership
A remedy which may be granted by a court of law in an appropriate
case, whereby a person is appointed as a receiver to possess, manage
and protect money or property until the litigation involving the
property is concluded.
Recording
The placing on the public records of the county in which the property
is located any instrument that affects the title of that property.
Records Search
A review of financing statements or liens on file with the Secretary
of State and/or the County Clerk; discloses any existing pledge
of a business accounts receivable, inventory or machinery and equipment.
Similar to Lien Search.
Recourse
A form of factoring where the client is liable for payment in the
event the customer does not pay.
Reserve Account
An account established by the factor representing the portion of
the face value not advanced to the client. The account amount
equals the invoice face value minus the advance, the factor's fees,
charge backs and administrative charges.
Risk-Sharing Factoring
A hybrid form of factoring which combines non-recourse and recourse
factoring.
Schedule of Accounts
A Bill of Sale generated by the factor's client which lists all
of the accounts (invoices) the client wants to sell to the factor
at that time.
Seasoned
Seasoning relates to the length of time payments have been made
on an income stream. An income stream is seasoned if many
payments have been received in a timely manner. Buyers will
have their own ideas as to how many payments make for a seasoned
income stream, but a year's worth is fairly well-seasoned. In
that time, the payor will have established his/her financial ability
to make the payments on a consistent basis.
Security
Property given or pledged to ensure the repayment of a debt by a
borrower.
Security Interest
An interest in property, other than real estate, which is given
as security for a debt or other obligation. A security interest
is created by execution of a security agreement and one or more
financing statements under the Uniform Commercial Code (UCC-1's)
that are then placed on record with the Secretary of State and/or
with the county recording office where the property is located.
Servicing
The ledgering of invoices, collection, and posting of payments.
Servicing by a lender consists of operational procedures covering
accounting, bookkeeping, insurance, tax records, loan payment follow-up,
delinquent loan follow-up and loan analysis.
Shareholder
Owner of one or more shares of stock in a corporation and or a privately-held
business.
Subordinated Debt
A debt that is payable only after a more senior debt has been paid.
Subordination
The act of a creditor acknowledging in writing that the debt due
him by a debtor shall be inferior to the debt due another creditor
by the same debtor.
Term
The period of duration of an invoice, trade acceptance, time draft,
bill of exchange, bond or loan/factoring agreement. The time
allowed for payment of invoices.
Term Loan
A loan that is made to an individual or company over a long period
of time, typically 12 months or more.
Trade Discount
A deduction from the list price of goods provided by a business
in return for payment within a specified time frame.
Trade Receivables
Invoices for goods furnished or services rendered by one business
to another business.
UCC-1
The document filed with the Secretary of State and/or the County
Clerk's office(s) to perfect a factor's lien on a client's assets
(accounts receivable). Also called "UCC Financing Statement."
UCC-2
A document commonly used in the State of California. The State
of California does not have a UCC-3 document; they call it a UCC-2.
UCC-3
The document that is filed with the Secretary of State and/or the
County Clerk's office(s) as evidence of an assignment, change or
release of the UCC-1. In the case of factoring, a UCC-3 is
filed to terminate a UCC- 1 when all outstanding invoices are paid
and the relationship between the client and the factor is ended.
Uniform Commercial Code
The State Code which regulates the transfer of property.
Unsecured Liabilities
Debts that do not provide for some form of collateral, such as Accounts
Payable.
Verification
A step during the due diligence process in which a factor confirms
the validity of an invoice with the client's customer.
Volume
The basic measure of output generated from a particular business
activity.
Warranty
An undertaking by the client that a condition of the Accounts Receivable
is as stated or will be exactly fulfilled. |
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