Courtesy of the
Northwest Entrepreneur Network (www.NWEN.org)
Accredited Investor
- As defined under Rule 501(a) of Regulation D of the SEC, certain
institutional investors and (a) any natural person whose individual
net worth, or joint net worth with that person's spouse, exceeds $1
million at the time of purchase; or (b) any natural person who had
an individual income in excess of $200,000 in each of the two most
recent years and who reasonably expects reaching the same income
level or greater in the current year.
Acquisition
- The act of one company taking over controlling interest in another
company. Investors often look for companies that are likely
acquisition candidates, because the acquiring firms are often
willing to pay a premium to the market price for the shares.
Add-on Service
- The non-monetary services provided by a venture capitalist, such
as helping to assemble a management team and helping to prepare the
company for an IPO.
Adjusted Gross Income (AGI)
-A computation used to help determine an individual's federal taxes.
Basically, AGI is the amount of money a person makes (such as wages,
dividends, social Security, etc.) minus certain deductions (such as
IRA, Keogh and SEP contributions, etc.).
Adventure Capitalist
- An entrepreneur who helps other entrepreneurs financially, and
often plays an active role in the company's operations (such as by
occupying a seat on the board of directors).
Allocation
- The amount of securities assigned to an investor, broker, or
underwriter in an offering. An allocation can be equal to or less
than the amount indicated by the investor during the subscription
process depending on market demand for the securities.
All-or-none Offering
- A company has a minimum number of shares it will sell on an
offering. If the minimum is not sold, then the offering will be
canceled.
Angels -
Private, usually high net-worth investors, usually individuals or
groups of individuals known as "angel networks," who provide
start-up financing.
Angel Financing
- Capital raised for a private company from independently wealthy
investors. This capital is generally used as seed financing.
Asset Value
- The value of the assets owned by a company. Net asset value is the
value of the assets minus the value of any liabilities.
Asset-based financing
- Debt financing in which the business uses company assets - such as
inventory, equipment and accounts receivable - as collateral for
capital loans.
Balanced Fund
- A venture fund investment strategy that includes the investment in
portfolio companies at a variety of stages of development.
Balance Sheet
- This shows a company's assets, liabilities and capital.
Bedbug Letter
- Once a filing for your public company is made with the Securities
and Exchange commission (SEC), they will review it. If the SEC finds
problems that cannot be resolved, it will write a bedbug letter.
Blind Pool
- A public offering, in which the company does not disclose how it
will use the proceeds.
Blue Sky Laws
- The state laws that regulate the issuance of initial public
offerings.
Book Value
- This shows the equity or net worth of a firm, which is equal to
its assets minus liabilities.
Bootstrapping
- A means of finding creative ways to support a start-up business
until it turns profitable. This method may include negotiating
delayed payment to suppliers and advances from potential partners
and customers.
Break-even
- The level of sales necessary for a company to cover all its fixed
and variable costs.
Bridge Financing
- Bridge financing is interim financing, and typically provided
through an investment bank. Often a critical step before a company's
IPO, bridge financing can help "bridge" the gap between making a
public offering and funding the costs associated with it. When an
IPO is involved, the lead underwriter typically provides this loan
and secures it with shares of the company's stock. The loan is
usually repaid through the sale of shares in the IPO. In the
strategic arena, bridge funding is often used to help acquire
another company. The funds provided, usually in the form of a
"bridge commitment" from an investment bank, enable the acquiring
company to close the transaction before associated financing.
Burn Rate
- The rate at which a company consumes cash each month.
Business Development Company (BDC) - A vehicle established by Congress to allow smaller, retail investors
to participate in and benefit from investing in small private
businesses as well as the revitalization of larger private
companies.
Buy-back
- A right to buy back previously issued stock, usually at a price
which will show a good return to the investor.
Buyout -
Funds provided to enable operating management to acquire a product
line or business, which may be at any stage of development, from
either a public or private company.
Capital Gain
- When an investor sells a stock, bond or mutual fund at a higher
price than he or she paid for it.
Capitalization
- A figure equal to a company's stock price multiplied by the number
of shares owned by the public (that is, outstanding shares). For
example, if a company is selling for $20 per share and has 1,000,000
shares outstanding, then the capitalization is $20,000,000 ($20
multiplied by 1,000,000).
Capital loans
- Loans made for the purchase of long-term assets such as
manufacturing equipment
Carried Interest
- The portion of any gains realized by the fund to which the fund
managers are entitled, generally without having to contribute
capital to the fund. Carried interest payments are customary in the
venture capital industry, in order to create a significant economic
incentive for venture capital fund managers to achieve capital
gains.
Cash Flow
- Cash receipts less cash disbursements over a period of time. Cash
flow projections help managers plan how much cash will be required
to keep a company operating.
Certified Development Company (CDC) - A state or local authority that assembles funds from various public
and private sources into financial packages for capital improvements
to existing businesses. The Small Business Administration backs CDCs
under its 504 program. The Virginia Small Business Financing
Authority is a CDC.
Closed-end Fund
- A type of fund that has a fixed number of shares outstanding,
which are offered during an initial subscription period, similar to
an initial public offering. After the subscription period is closed,
the shares are traded on an exchange between investors, like a
regular stock. The market price of a closed-end fund fluctuates in
response to investor demand as well as changes in the values of its
holdings or its Net Asset Value. Unlike open-end mutual funds,
closed-end funds do not stand ready to issue and redeem shares on a
continuous basis.
Closely Held Company
- A company that has a few people who own large amounts of stock.
Common Stock
- A unit of ownership of a corporation. In the case of a public
company, the stock is traded between investors on various exchanges.
Owners of common stock are typically entitled to vote on the
selection of directors and other important events and in some cases
receive dividends on their holdings. Investors who purchase common
stock hope that the stock price will increase so the value of their
investment will appreciate. Common stock offers no performance
guarantees. Additionally, in the event that a corporation is
liquidated, the claims of secured and unsecured creditors and owners
of bonds and preferred stock take precedence over the claims of
those who own common stock.
Convertible Security
- A financial security (usually preferred stock or bonds) that is
exchangeable for another type of security (usually common stock) at
a prestated price. Convertibles are appropriate for investors who
want higher income, or liquidation preference protection, than is
available from common stock, together with greater appreciation
potential than regular bonds offer.
Coverage
- A company's ability to take on debt.
Current Assets
- Assets of a company, such as cash, inventory and accounts
receivables, which can be readily converted into cash.
Current Yield
- A stock's dividend divided by its stock price. For example, if a
stock has an annual dividend of $1 and a stock price of $10, then
its current yield is $1 divided by $10 or 10 percent.
Deal Flow
- The number of investment opportunities or "deals" which an
investor receives each year.
Debt Financing
- Money that business owners must pay back with interest. There are
myriad types of debt financing, from simple commercial loans to
bridge/swing loans in which a lender makes a short-term loan in
anticipation of equity financing at a later stage in the development
of a business.
With debt
financing, typically a bank or other institution, the lender will
not have an equity, or ownership stake, in the business. As such,
they will also have no active say in the operation of the day-to-day
business. The interest the lender takes, however, is in the form of
interest the borrower pays on the use of the money loaned. Before
debt financing is raised, it is quite common that the business will
have to show potential lenders that you are willing to become
personally at risk in the business by investing yourself.
Dilution
- When a company
issues new shares, this will lower the percentage of ownership for
current shareholders.
Direct Financing
- Financing without the use of underwriting.
Direct Public Offering
- When a company bypasses an underwriter and goes public on its own.
Due Diligence
- The process of investigating a company's market, competitors,
management track record, and accounts, etc. Investors will usually
do substantial due-diligence on a company before investing and
Underwriters will make a reasonable investigation of a company
before committing to an underwriting.
Early Stage
- A fund investment strategy involving investments in companies to
enable product development and initial marketing, manufacturing and
sales activities. Early stage investors can be influential in
building a company's management team and direction. While early
stage venture capital investing involves more risk at the individual
deal level than later stage venture investing, investors are able to
buy company stock at very low prices and these investments may have
the ability to produce high returns.
Effective Date
- This is when the registration statement has become effective with
the Securities and Exchange Commission and state agencies. Then the
company can distribute a prospectus to potential customers of the
new issue of stock.
Equity -
Equity is ownership interest in a corporation, represented by the
shares of stock which are held by investors.
Equity Financing or Offering
- Selling an interest in your business to an outside party to raise
money. Equity is sold by issuing of shares of the corporation's
common or preferred stock.
Equity Related Loan
- Equity related loans are loans convertible into equity ownership
or loans collateralized with equity positions.
Exit Strategy
- A fund's intended method for liquidating its holdings while
achieving the maximum possible return. These strategies depend on
the exit climates including market conditions and industry trends.
Exit strategies can include selling or distributing the portfolio
company's shares after an initial public offering (IPO), a sale of
the portfolio company or a recapitalization.
Expansion Capital
- Capital to fund the development of an established business. A
typical investment will be between $600,000-$2m, with fewer risks
and a lower potential return than a start-up investment. The
investor may exit in 2-5 years.
Financial Structure
- The combined debt, equity and financial instruments used to
finance company.
First Stage/Round Financing - Financing
provided to companies that have expended their initial capital and
require funds, often to initiate commercial manufacturing and sales.
Flipping
- The act of buying shares in an IPO and selling them immediately
for a profit. Brokerage firms underwriting new stock issues tend to
discourage flipping, and will often try to allocate shares to
investors who intend to hold on to the shares for some time.
However, the temptation to flip a new issue once it has risen in
price sharply is too irresistible for many investors who have been
allocated shares in a hot issue.
Follow-On Offering
- A follow-on offering, also known as a secondary offering, occurs
when a public company offers additional shares of common stock for
sale. These offerings provide additional liquidity and access to
funds for those companies whose stock is performing well. Follow-on
offerings may include primary and secondary shares. Primary shares
are those that are issued by the company to raise additional
capital, while secondary shares are offered by insiders, often to
diversify holdings. Since the shares at issues are already publicly
traded, the follow-on process is truncated. A registration statement
must filed with the SEC, the securities are marketed through a road
show, and selected underwriters are closely involved to determine
pricing. Pricing for follow-on shares is usually slightly discounted
from their current market price, several underwriters are used to
assist in the marketing and sale of the stock, and usually, but not
always, the follow-on shares are a good opportunity for public
companies to form strong relationships with additional underwriters.
Fundamental Analysis
- A method of valuing stocks by considering financial data, such as
cash flow earnings, sales, market share, debt levels, etc.
Fund Size
- The total amount of capital committed by the investors of a
venture capital fund.
Good Will
- The intangible assets of a company, such as reputation, brand
names, commitment to the community, etc.
Ground Floor
- The first stage of a new venture or investment opportunity.
Holding Period
- The amount of time an investment must be held to qualify for
capital gains tax benefits.
Illiquid
- An investment that cannot be easily converted into cash, such as
real estate (which typically takes months to sell).
Initial/Seed/Round Financing
- A relatively small amount of capital provided to an investor or
entrepreneur, usually to prove a concept. It may involve product
development, but rarely involves initial marketing.
IPO/Initial Public Offering
- An IPO, or Initial Public Offering, is a tool to raise funds. It
is a company's first sale of stock to the public, and is the highest
source of liquidity, it provides a public currency, and it is a sign
that a company is mature, and credible. A company who goes through
the IPO process must register with the SEC, and follow strict
reporting requirements, both to the public, the company
shareholders, and the SEC. When a company decides to file an IPO,
one investment bank is typically selected to lead manage the
transaction. Depending on the size of the transaction, one to three
other investment banks may also be selected to serve as co-managers.
The investment bank(s) works with the company to prepare the
registration statement, market the offering, and, on the night of
pricing, price it. This process takes several months to complete.
Investment Banks
- An investment banking firm acts as underwriter or agent, serving
as intermediary between an issuer of securities and the investing
public. Investment bankers handle the distribution of blocks of
previously issued securities, either through secondary offerings or
through negotiations, maintain markets for securities already
distributed, and act as finders in private placements of securities.
Issuer -
This is the company that issues new stock to the public.
Later Stage
- A fund investment strategy involving financing for the expansion
of a company that is producing, shipping and increasing its sales
volume. Later stage funds often provide the financing to help a
company achieve critical mass in order to position itself for an
IPO. Later stage investing can have less risk than early stage
financing because these companies have already established
themselves in their market and generally have a management team in
place. Later stage and Mezzanine level financing are often used
interchangeably.
Lead Investor
- An investor who is the first to invest from a group or syndicate
of investors in a given round of financing. A lead investor may
receive more favorable investment terms than follow-on investors.
Leveraged Buyout (LBO)
- A takeover of a company, using a combination of equity and
borrowed funds (or loans). Generally, the target company's assets
act as the collateral for the loans taken out by the acquiring
group. The acquiring group then repays the loan from the cash flow
of the acquired company. For example, a group of investors may
borrow funds, using the assets of the company as collateral, in
order to take over a company. Or the management of the company may
use this vehicle as a means to regain control of the company by
converting a company from public to private. In most LBOs, public
shareholders receive a premium to the market price of the shares.
LBO funds are
important players in the U.S. private equity markets. Leveraged
buyout funds have generated returns by acquiring profitable, stable
businesses in more mature sectors of the economy, or businesses
characterized by high cash flows. Leveraged buyout firms also play
an important role as consolidators of large, highly fragmented
industries. Although traditionally LBO funds invested exclusively in
mature economic sectors, recently several prominent LBO firms have
extended their focus to more dynamic industries such as health care
services and telecommunications.
Limited Partnerships
- An organization comprised of a general partner, who manages a
fund, and limited partners, who invest money but have limited
liability and are not involved with the day-to-day management of the
fund. In the typical venture capital fund, the general partner
receives a management fee and a percentage of the profits (or
carried interest). The limited partners receive income, capital
gains, and tax benefits.
Liquidation
- Liquidation has two meanings in finance. The first is converting
securities into cash. The second is the sale of the assets of a
company to one or more acquirers in order to pay off debts. In the
event that a corporation is liquidated, the claims of secured and
unsecured creditors and owners of bonds and preferred stock take
precedence over the claims of those who own common stock.
Liquidation Preference
- In venture capital, the right to receive a specific value for the
stock if the business is liquidated. More generally, the order in
which creditors are paid off if the business is liquidated.
Lock-up Period
- The period of time that certain stockholders have agreed to waive
their right to sell their shares of a public company. Investment
banks that underwrite initial public offerings generally insist upon
lockups of at least 180 days from large shareholders (1% ownership
or more) in order to allow an orderly market to develop in the
shares. The shareholders that are subject to lockup usually include
the management and directors of the company, strategic partners and
such large investors. These shareholders have typically invested
prior to the IPO at a significantly lower price to that offered to
the public and therefore stand to gain considerable profits. If a
shareholder attempts to sell shares that are subject to lockup
during the lockup period, the transfer agent will not permit the
sale to be completed.
MBI -
Management Buy-In. Purchase of a business by an outside team of
managers who have found financial backers and plan to manage the
business actively themselves.
MBO -
Management Buy-Out. When the exiting management of a company raises
capital to buy the business from the previous owners.
Management Fee
- Compensation for the management of a venture fund's activities,
paid from the fund to the general partner or investment advisor.
This compensation generally includes an annual management fee.
Master Limited Partnership
- Investment which combines the tax benefits of a limited
partnership with the liquidity of publicly traded securities.
Mezzanine Financing
- Refers to the stage of venture financing for a company immediately
prior to its IPO. Investors entering in this round have lower risk
of loss than those investors who have invested in an earlier round.
Mezzanine level financing can take the structure of preferred stock,
convertible bonds or subordinated debt (the level of financing
senior to equity and below senior debt).
National Association of Securities Dealers (NASD) - This private organization helps regulate the stock and
bond markets.
Net Asset Value (NAV)
- NAV is calculated by adding the value of all of the investments in
the fund and dividing by the number of shares of the fund that are
outstanding. NAV calculations are required for all mutual funds (or
open-end funds) and closed-end funds. The price per share of a
closed-end fund will trade at either a premium or a discount to the
NAV of that fund, based on market demand. Closed-end funds generally
trade at a discount to NAV.
New Issue
- A stock or bond offered to the public for the first time. New
issues may be initial public offerings by previously private
companies or additional stock or bond issues by companies already
public. New public offerings are registered with the Securities and
Exchange Commission.
Offering Circular
- This is a disclosure of material financial information for
potential investors in a Regulation A new offering.
Open-end Fund
- An open-end fund, or a mutual fund, generally sells as many shares
as investor demand requires. As money flows in, the fund grows. If
money flows out of the fund the number of the fund's outstanding
shares drops. Open-end funds are sometimes closed to new investors,
but existing investors can still continue to invest money in the
fund. In order to sell shares an investor generally sells the shares
back to the fund. If an investor wishes to buy additional shares in
a mutual fund, the investor generally buys newly issued shares
directly from the fund.
Option Pool
- The number of shares set aside for future issuance to employees of
a private company.
pari passu
- Often seen in venture capital term sheets, indicating that one
series of equity will have the same rights and privileges as another
series of equity. ('of equal step' in latin)
Piggyback Registration Rights
- These rights give the investors the right to sell stock at the IPO
by adding their shares to the aggregate listed in the registration
statement.
Plow Back Earnings
- Growth companies usually do not pay dividends because they want to
use their profits to plow back into the corporation and increase
investment in plant, equipment and research.
Portfolio Companies
- Portfolio companies are companies in which a given fund has
invested.
Post-money valuation
- The valuation of a company immediately after the most recent round
of financing. This value is calculated by multiplying the company's
total number of shares by the share price of the latest financing.
Preferred Stock
- A class of capital stock that may pay dividends at a specified
rate and that has priority over common stock in the payment of
dividends and the liquidation of assets. Many venture capital
investments use preferred stock as their investment vehicle. This
preferred stock is convertible into common stock at the time of an
IPO.
Pre-money Valuation
- The valuation of a company immediately prior to the most recent
round of financing.
Price-Earnings Ratio
- PE ratio is calculated by dividing the stock price by the earnings
per share. For example, if a company is selling for $50 and has
earnings per share of $5, then the PE ratio is 10 ($50 divided by
$5). Many analysts use the PE ratio to indicate if a stock is
undervalued (e.g., if the PE ratio is over 5 or 10) or overvalued
(50 to 100.
Private Equity
- Private Equity is the ownership stake that results from investment
in a private (not publicly traded) company. Angels and Angel groups,
individuals, and Venture Capital firms generally represent private
equity investors. Private equities are generally illiquid and
thought of as a long-term investment. As they are not listed on an
exchange, and any investor wishing to sell securities in private
companies must find a buyer in the absence of a marketplace. In
addition, there are many transfer restrictions on private
securities. Investors in private securities generally receive their
return through one of three ways: an initial public offering, a sale
or merger, or a recapitalization.
Private Equity Industry
- The Private Equity Industry is the community of professionals that
are involved with all aspects of private investment, from advising
or serving as an intermediary, raising funds, business valuation and
sale, or seeking and considering investment opportunities.
Private Placement
- Private Placements, often referred to as a Private Placement
Memorandum or PPM, refer to offerings of unregistered securities
that are being offered for sale to a small number of private
investors, individuals, and institutions (generally 35 or fewer)
that have been registered to participate in such an offering under
the Securities and Exchange Commission's (SEC) rule 506. Such
offerings do not require SEC registration provided that the
securities are purchased for investment purposes, as opposed to
resale, as specified in the investment letter. Private placements
provide greater control than public offerings in that the company
decides how much to sell, for how much, to which investors, and to
how many investors. The investors execute an investment letter
stating that the securities are being purchased for investment
without a view towards distribution.
PPMs are not
limited to private companies. Public companies will also Use a PPM
to finance specific growth using either debt or equity placements.
Equity placements are typically priced at a discount to the market,
or at a discount to the current company valuation that result from
holding period requirements.
Private Limited Partnership
- Limited
partnership having no more than 35 limited partners, and thus able
to avoid SEC registration.
Private Securities
- Private securities are securities that are not registered and do
not trade on an exchange. The price per share is set through
negotiation between the buyer and the seller or issuer.
Prospectus
- A formal written offer to sell securities that provides an
investor with the necessary information to make an informed
decision. A prospectus explains a proposed or existing business
enterprise and must disclose any material risks and information
according to the securities laws. A prospectus must be filed with
the SEC and be given to all potential investors. Companies offering
securities, mutual funds, and offerings of other investment
companies including Business Development Companies are required to
issue prospectuses describing their history, investment philosophy
or objectives, risk factors and financial statements. Investors
should carefully read them prior to investing.
Recapitalization
- The reorganization of a company's capital structure. A company may
seek to save on taxes by replacing preferred stock with bonds in
order to gain interest deductibility. Recapitalization can be an
alternative exit strategy for venture capitalists and leveraged
buyout sponsors.
Registration
- The SEC's review
process of all securities intended to be sold to the public. The SEC
requires that a registration statement be filed in conjunction with
any public securities offering. This document includes operational
and financial information about the company, the management and the
purpose of the offering. The registration statement and the
prospectus are often referred to interchangeably. Technically, the
SEC does not "approve" the disclosures in prospectuses.
Restricted Securities
- Public securities that are not freely tradable due to SEC
regulations.
Revenue
- Money earned by a company from sales of products or services.
Regulation A
- A less onerous means of going public, for those companies under $5
million. There is no requirement to file a registration statement
with the Securities and Exchange Commission.
Road Show
- The promotional activities to generate interest in a new offering.
ROI -
Return On Investment. Profit on an investment, expressed as a
percentage of the investment.
Securities and Exchange Commission (SEC) - The SEC is an independent, nonpartisan, quasi-judicial
regulatory agency that is responsible for administering the federal
securities laws. These laws protect investors in securities markets
and ensure that investors have access to all material information
concerning publicly traded securities. Additionally, the SEC
regulates firms that trade securities, people who provide investment
advice, and investment companies.
SCOR -
Small Corporate Offering Registration is a do-it-yourself securities
registration document designed so that knowledgeable business people
can create the documents needed to sell state-registered securities
to the general public - a direct public offering.
Second Stage/Round Financing
- Working capital for the initial expansion of a company that is
producing and shipping and has growing accounts receivable and
inventories. Although the company has clearly made progress, it may
not yet be showing a profit.
Secondary Public Offering
- This refers to a public offering subsequent to an initial public
offering. A secondary public offering can be either an issuer
offering or an offering by a group that has purchased the issuer's
securities in the public markets.
Security
- A security is any note, stock, bond, debenture, evidence of
indebtedness, certificate of interest of participation in any
profit-sharing agreement, collateral-trust certificate,
reorganization certificate or subscription, transferable share,
investment contract, voting trust certificate, certificate of
deposit for a security, fractional undivided interest in oil, gas or
other mineral rights, or, in general, any interest or instrument
commonly known as a "security," or any certificate of interest or
participation in, temporary or interim certificate for, receipt for,
guarantee of, or warrant or right to subscribe to or purchase, any
of the foregoing.
Seed Capital
- Capital provided at an early, often pre-incorporation stage.
Funding to build a prototype, conduct a market feasibility study,
write a business plan, and build a management team. A typical seed
investment will be between $10,000-$200,000. It carries the highest
risk and highest potential returns of alt investment capital, which
may not be seen for 5-8 years.
Series A Preferred Stock
- The first round of stock offered during the seed or early stage
round by a portfolio company to the venture investor or fund. This
stock is convertible into common stock in certain cases such as an
IPO or the sale of the company. Later rounds of preferred stock in a
private company are called Series B, Series C and so on.
Short-term loans
- Loans scheduled for repayment in three years or less. Examples
include seasonal lines of credit, working capital loans and
factoring.
Small Business Investment Company (SBIC) - A private investment company licensed and partially funded
by the SBA to provide venture capital to small businesses.
Typically, SBICs finance new, risky or high-tech ventures.
Start-up capital
- Capital to fund a start-up is usually used for renting offices,
hiring personnel and initiating sales. The business plan with market
research should be completed, products or services developed, and a
management team in place. Atypical start-up investment will be
between $200,00-$1 m. The risk is high and the investor may not see
a return for 4-6 years.
Stock Options
- There are two definitions of stock options. 1. The right to
purchase or sell a stock at a specified price within a stated
period. Options are a popular investment medium, offering an
opportunity to hedge positions in other securities, to speculate on
stocks with relatively little investment, and to capitalize on
changes in the market value of options contracts themselves through
a variety of options strategies. 2. A widely used form of employee
incentive and compensation. The employee is given an option to
purchase its shares at a certain price (at or below the market price
at the time the option is granted) for a specified period of years.
Syndicate
- Underwriters or broker/dealers who sell a security as a group.
Third Stage/Round Financing - Funds
provided for the major growth of a company whose sales volume is
increasing and that is beginning to break even or turn profitable.
These funds are typically for plant expansion, marketing and working
capital development of an improved product.
Trade Credit
- Credit advanced to a business owner by suppliers and other
vendors. They provide services or inventory in advance, and then
wait for the business owner to pay them in 30, 60 or 90 days after
delivery. Businesses use trade credit to maintain cash flow as they
collect on invoices from clients and customers, and then pay their
own bills.
Tombstone
- This is an announcement-usually in a paper, such as the Wall
Street Journal-of a new offering.
Undercapitalized
- A company that does not have sufficient cash to run properly.
Value Investor
- A person who tries to find companies that are selling below their
actual worth.
Underwriting
- An investment banking firm acting as underwriter sells securities
from the issuing corporation to the public. A group of firms may
from a syndicate to pool the risk and assure successful distribution
of the issue. There are two types of underwriting arrangements: best
efforts and firm commitment. With best efforts, the underwriters
have the option to buy and authority to sell securities, or if
unsuccessful, may cancel the issue and forgo any fees. This
arrangement is more common with speculative securities and with new
companies. With a firm commitment, the underwriters purchase
outright the securities being offered by the issuer.
Venture Capital
- the process by which investors fund early stage, more risk
oriented business endeavors. Most venture capitalists look for
companies with high growth potential. The investment is usually in
the form of preferred stock, which contain rights or preferences
over the company’s common stock. Venture capitalists typically
expect a 20-50% annual return on their investment at the time they
are brought out.
Venture Capitalist
- Venture Capitalists raise capital (commonly known as risk capital)
for a business and provide advisory services during the term of
their investment. The capital raised may be in the form of debt or
equity and may be from private or public sources. They usually
specialize in specific stages of investment and/or specific
industries that they know well.
Venture Capital
companies who provide such funding will also generally serve as
advisors, hold one or more seats on the board of directors, identify
and place resources, map general corporate strategy, and often play
an essential role in corporate development. In exchange for the
funding, significant equity positions, as well as control, are given
to appointed fund representatives. A strong venture firm will also
provide a valuable network of contacts that includes attorneys,
accountants, technology and service vendors, and investment banks.
Venture Financing
- Venture financing is funding obtained through outside equity
financing, typically through a privately managed fund. These funds
are sometimes referred to as Venture Funds, and are designed to
provide capital to companies who cannot access public markets
because their potential growth is disproportionate to current
valuations.
Warrant
- A security that allows an investor to purchase a fixed number of
shares for a fixed price over a period of time (usually 10 to 15
years).
Write-up/Write-down
- An upward or downward adjustment of the value of an asset for
accounting and reporting purposes. These adjustments are estimates
and tend to be subjective; although they are usually based on events
affecting the investee company or its securities beneficially or
detrimentally.
Working Capital
- Capital which is required to finance the ordinary operations of a
company, i.e. to purchase raw materials, to pay for labor to make
goods, and to finance accounts receivables, etc.
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