Glossary

A    B     C     D     E    F     G     H     I     J     K     L    M 
N     O     P     Q     R     S     T     U     V     W     X     Y     Z
 

A

 
Accredited Investor
 
As defined by Section 501 of Regulation D of the SEC, an Accredited Investor is generally an individual earning $200K annually, or a household with income of $300K annually, or having a net worth in excess of $1M. A venture fund, certain banks and other institutions may also qualify as accredited investors.
 
Angel Investor
A sophisticated accredited investor who is experienced in funding small private companies. Angel investors are usually actively involved with the management of the ventures they fund.
B

 
Bridge Financing

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Financing that is intended to be temporary, and is to be repaid from the proceeds of an expected offering or other financing. Sometimes a firm that is planning an IPO or a public company that has completed a merger and has not yet completed the financing for it will obtain such financing to "bridge" the period until more permanent financing is arranged.
 
Broker-Dealer

 

A Broker-Dealer, also known as a "Dealer", is a registered member of the National Association of Securities Dealers, and acts as a Principal in a securities transaction.
 
Business Plan

 

There are many types of business plans, including those used for the purpose of internal operations and raising capital. Business plans used for raising capital will provide a description of a company, business strategy and financial projections.
Bylaws
Rules governing the internal management of an organization which, in the case of business corporations, are drawn up at the time of incorporation.
D

 
Due Diligence
A process of investigation of a company by a prospective investor.

 
Disruptive Technology
A technology, that when implemented as a product or service, eliminates existing markets, creates new markets, and/or drastically modifies market(s) structure(s).
E

 
Entrepreneur
An individual who initiates, manages and assumes the risk of a new business venture.
 
Equity
Ownership interest in a company, usually in the form of stock or stock options.
 
Exit Strategy
A planned action taken by a company that results in liquidity of the company's stock, often in the form of an acquisition by a publicly traded company or a public offering.
F

 
Friends &
Family
Usually refers to the first group of investors providing funding to a seed or start-up company, made up of friends and family of the company's management.
G

     
 
GAAP
Generally accepted accounting principles.
I

 
Incubator (Business Incubator)
A business incubator is analogous to a hospital incubator, which helps nurture a newborn during its early stages. Business incubators are organizations that nurture private companies by providing office space, office equipment, consulting services, legal advice, accounting services and strategic planning.
 
IPO
An Initial Public Offering is a corporation's first public offering of stock.
   
 
Industry Sectors
Companies are classified into one or more industry sectors based upon their economic activity. Early Capital uses the following sectorial breakdown:
 

 

 

 

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•Aerospace Defense
•Agriculture, Forestry & Fishing
•Automotive
•Chemicals
•Computers
•Electronics & miscellaneous   technologies
•Energy & Mining
•Finance, Insurance & Real Estate
•Food & Beverage
•Internet

•Leisure, Arts, Entertainment
  & Recreation
•Life Sciences
•Manufacturing
•Materials & Construction
•Retail
•Services, non-Financial
•Telecommunications
•Transportation & Warehousing
•Utilities
•Other
   
 
Intellectual Property
Right or non-physical resource that is presumed to represent an advantage to the firm's position in the marketplace, including patents, trademarks, copyrights and licenses.
 
Intermediary
Also known as a Financial Intermediary, an Intermediary is an individual or institution empowered to make investment decisions for other persons or entities.
 
Investment Banker
An individual or financial institution that serves as an intermediary between an issuer of securities and the investing public.
 
IRR
Compound Internal Rate of Return.
K

 
Key Man Insurance
A life insurance policy bought by a company, usually a small business, on the life of a key executive, with the company as the beneficiary.
L

 
Lead Investor
The initial provider of capital during any given stage of financing.

 
Legal Description
Businesses can take many different forms. The types most commonly used are Sole Proprietorship, Partnership, Limited Liability Company, S-Corporation or C-Corporation.
 
Leveraged Buyout
A takeover of a company, using borrowed funds. Most often, the target company's assets serve as security for the loans taken out by the acquiring firm, which repays the loan out of the cash flow of the acquired company.
M

 
Management Buyout
A buyout of all of a company's publicly held shares by the existing management, which takes the company private.
 
Mezzanine Financing
A level of financing provided at a stage in a company's development just prior to going public.
N

 
NASD

The National Association of Securities Dealers is a nonprofit organization that operates under the supervision of the SEC. The NASD purpose is to establish and enforce guidelines, standards and rules to member firms.

 
Non-compete Agreements
A contractual agreement whereby companies agree not to compete directly with each other with a particular product or service, or an employee agrees not to work for a competitor for a specified period of time if they leave their current employer.
O

 
Over-Subscription
An underwriting term describing a new stock issue for which there are more buyers than available shares.
P

 
P/E Ratio
Price Earnings Ratio is a commonly used measure for pricing a stock relative to earnings. It is calculated by dividing the stock price by its earnings per share.
 
Preemptive Right
A right giving existing stockholders the opportunity to purchase shares of a new issue before it is offered to others.

 
Preferred Stock
A class of capital stock that pays dividends at a specified rate and that has preference over common stock in the payment of dividends and the liquidation of assets. Preferred stock does not ordinarily carry voting rights.
 
Private Placement

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A sale of stocks, bonds, or other investments directly to institutional or accredited investors. A private placement does not have to be registered with the SEC, as a public offering does, if the securities are purchased for investment as opposed to resale.
 
Promissory Note
A written promise committing the maker to pay the payee a specified sum of money either on demand or at a fixed or determinable future date, with or without interest.
 
Public Offering
An offering to the investing public, after registration requirements of the SEC has been complied with.
R

 
Ratchets
An anti-dilution provision where the investor is granted additional shares of stock without charge if the company later sells the shares at a lower price.
 
Regulation D
SEC rules concerning private placements and defining related concepts such as accredited investor.
 
ROI
Return on investment, expressed as a percentage, is the amount earned on a company's total capital, calculated by dividing total capital into earnings before interest, taxes, and dividends.
 
Revenue Sharing
A percentage split between the general partner and limited partners of profits, losses, cash distributions, and other income or losses.
 
Rights of First Refusal
A right that gives an individual the option of future participation. In private equity, this may be granted to first round investors to participate in future rounds of company financing.
 
Risk Capital
Also known as venture capital, risk capital is provided to companies in the early stage of development.
S

 
Safe Harbor
A financial or accounting step that avoids legal or tax consequences.
 
SBA

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The Small Business Administration is a federal agency. It was created in 1953 in order to provide financial and management assistance to businesses that lack the access to capital markets enjoyed by much larger more creditworthy corporations.
 
SBIC
A Small Business Investment Company, licensed by the Small Business Administration (SBA).
 
SEC
The Securities and Exchange Commission is a federal agency created by the Securities Exchange Act of 1934 to administer that act and the Securities Act of 1933. Its responsibility is to encourage full disclosure and to protect investors from fraudulent or manipulative practices in the securities markets.
 
Seed Capital
Venture capitalist's first contribution toward the financing of capital requirements of a start-up business.
 
SIPC
Created by the Securities Protection Act of 1970, the Securities Investor Protection Corporation (SIPC) protects customers of broker-dealers registered with the SEC against losses caused by the financial failure of the broker-dealer, but not against a change in the market value of securities in customers' accounts at the broker-dealer. Small Investment Company, licensed by the Small Business Administration (SBA).
 
Stage of Development

Seed/Startup - Product is in development. Probably not fully operational as a company. Usually in business less than 18 months.

Early Stage/Growth Stage - Product in testing or pilot production. May or may not be generating revenue. Usually in business less than 30 months.

Later Stage/Mezzanine - New product or product improvement. Continued revenue growth at or approaching profitable operating levels.

 
 
Stock Option
A right to purchase or sell a stock at a specified price within a stated period.
 
Subordinated Debt
A claim on assets to secure debt where the debt is repayable only after other debts with a higher claim have been satisfied.
 
Syndications
A venture investment shared among several investors where each one provides a portion of the total funding required. Syndications allow investors to invest capital in more deals and to diversify risk.
T

 
Take Away Provisions
An agreement made between an investor and the management of a company that entitles the investor to penalize the management if the company does not achieve pre-determined results.
U

 
Underwriter
A investment banker that markets and sells securities to the public. The sale of these securities is traditionally conducted through a syndicate which agrees to purchase a new issue of securities from an issuer and distribute them to investors.
V

 
Venture Capital

An important source of financing for start-up companies or others embarking on new or turnaround ventures that entails some investment risk but offers the potential for above average future profits. Venture capital comes from many sources beyond traditional professional venture capital firms (VCs). Other sources of venture capital include individual accredited investors, institutions and some corporations.

W

 
Warrants
A type of security, usually issued together with a bond or preferred stock, that entitles the holder to buy a proportionate amount of common stock at a specified price.
 
     


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