Glossary of Terms
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Add-ons
Marketing term used to describe the extra charges and fees added to the basic price of a product.Affirmative covenants
Terms contained in a shareholders' agreement where the company or management agree to carry out certain actions. Examples would be to prepare annual budgets and supply monthly accounts.After-market support
Term used to describe the activities of a broker or underwriter after a listing to ensure the share price remains steady or rises. This can vary from acting as a principal buying shares to demanding immediate payment of the underwriting fees.Angel
A wealthy individual who invests in entrepreneurial firms. Although angels perform many functions as venture capitalists, they invest their own capital rather than that of institutional or other individual investors.Asset consultant
Independent person or company who advises superannuation fund trustees on allocation of funds among various asset classes (listed equities, property, venture capital etc.), and who may provide additional expertise in the selection of fund managers for the various asset classes.Asset intensity
The value of assets required by a business to support $1 in sales. The figure is the reciprocal of asset turn and varies from say $2 for a capital intensive manufacturer to 15ยข for a retailer.Asset redeployment
Term used by new owners of a company to explain how they intend to improve the return on asets. For example, actions might include selling businesses which are not an intrinsic part of the operation, rationalising product lines and so forth.Asset turn
The ratio obtained when the annual sales are divided by the assets of the company. The ratio can vary from one for a miner to say eight for a retailer.Back to Top
Bootstrapping
To slow down the rate of growth of the company and fund the working capital increase from retained earnings.Break-even analysis
Financial tool which is used to establish if the gross profit of a business will exceed the fixed costs.Burn Rate
The rate at which a company requires additional cash to keep going. Usually measured in monthly expenses less turnover. Example is 'company xyz has a burn rate of $45,000 a month.Buy-in price
Price at which an investor purchases new shares for transactions where the cash remains with the company.Buy-out price
Price at which an investor purchases old shares for transactions where the cash goes with the seller.Back to Top
Call option
A contract whereby the holder of an option has the right to buy, from the grantor, shares at a specific price (strike price) at some time in the future.Capital employed
Capital employed is the sum of equity and long-term debt used by a company to purchase long-term assets and for working capital.Capital gain
The amount realised on exit less the amount invested.Capital intensity
The amount of capital needed to be employed by a business to support $1 of sales. The reciprocal of capital turn.Capital structure
The composition of a company's source of funds, especially long-term funds.Capital turn
The ratio obtained by dividing the annual sales of a company by the capital employed.Captive funds
Venture capital funds that are usually part of a bank, using a bank's retained earnings to invest in equity of private companies.Carried Interest
The substantial share, often around 20%, of profits that are allocated to the general partners of a venture capital partnership.Closed end funds
Funds with a limited life span, for example ten years for funds to be invested and realised.Co-investment
See syndicationBack to Top
Cold call presentation
Selling term used to describe the first meeting between a buyer and seller where the initial contact has been at most a telephone call arranging a meeting.Collateral
Collateral is a physical asset that a borrower owns and puts forward as security in case they default on their loan.Committed Capital
Pledges of capital to a venture capital fund. This money is typically no received at once, but drawn down over three to five years, starting in the year the fund is formed.Common Shares
The equity typically held by management and founders. Typically, at the time of an initial public offering, all equity is converted into common stock.Consolidation
A private equity investment strategy that involves merging several small firms together and exploding economies of scale or scope.Contributing shares
Shares on which only part of the capital amount and any premium has been paid. Often useful in tranching structures.Contribution rate
Accounting term expressed as a percentage calculated by subtracting the variable costs from sales. The contribution rate then describes what percentage of each sales dollar is available to cover fixed costs.Convertible equity or debt (notes)
A security that can be converted under certain conditions into another security (often into common stock). The convertible shares often have special rights that the common stock does not have.Convertible preference shares
Preference shares which may be converted to ordinary shares at the option of the holder.Corporate Venture Capital
An initiative by a corporation to invest either in young firms outside the corporation or units formerly part of the corporation. These are often organised as corporate subsidiaries, not as limited partnerships.Back to Top
Cost of goods sold
Accounting term defined by the equation: opening stock plus purchases plus expenses related to purchases less closing stock.Deal flow
Venture capital term used to describe the number of proposals being received by a venture capital fund on some calendar basis such as three deals a week.Debt
Capital supplied for which there is a fixed income, fixed repayment period, and fixed repayment schedule.Development capital
Capital required by an established company to fund the expansion of the business.Dilution of equity
Stock market term used to describe the situation whereby the issue of new shares results in the original shareholders owning a smaller share of the company.Divestment
The disposal of a business or business segment.Dividend yield
Stock market term which expresses, as percentage return, the annual dividend per share divided by the latest market price.Due diligence
The process of researching a business and its management prior to proceeding with a venture capital deal, or not.Back to Top
Early stage capital
Finance for companies to initiate commercial manufacturing and sales.Earn Out
Part of the price of a transaction, which is conditional on the performance of the company following the deal.EBIT
Earnings before interest and tax.Economies of scale
Economic term used to describe the cost benefits that accrue from increasing size such as volume discounts on purchases or spreading fixed costs over an increasingly larger production base.Entitlement issue
See non-renounceable rights issue.Equity
The propertion of a company that shareholders own. Sometimes described as shareholders' funds.Equity hybrid
A security that combines the characteristics of debt and equity such as a convertible note.Equity kicker
Shares or call options offered to lenders, underwriters, promoters or management as additional consideration for services rendered.Equity sweetener
Effectively the same as equity kicker but generally used when referring to free options granted to subscribers to a new issue of shares.Escrow provisions
Legal term used to describe undertaking given by present shareholders not to sell shares unless certain conditions are met.Exercise price
The price at which an option or warrant can be exercised.Exit mechanism
Venture capital term used to describe the method by which a venture capitalist will eventually sell out of an investment.Expansion financing
This is capital provided for growth and expansion of an established company. Funds may be used to finance increased production capacity, market or product development and/or provide additional working capital. Capital provided for turnaround situations is also included in this category, as is the refinancing of bank debt.Exporting
This is the process of sending a product or service offshore (to foreign countries).Factoring
Is when a company either purchases your accounts receivable or loans you funds against your accounts receivable. This can improve your company's liquidity.Financing gap
Venture capital term used in leveraged buy-outs to describe the difference between the purchase price of a company and the debt raised on the assets and cash flow of the company.Fire sale
Finance term used to describe the situation when a company is formed to sell off assets cheaply because of lack of cash.First closing
The initial closing of a fund.Fixed costs
Those costs such as rent that do not vary according to changes in sales levels.First fund
An initial fund raised by a venture capital organisation.Float
In a public market context, the percentage of the company's shares that is in the hands of outside investors, as opposed to being held by corporate insiders.Flotation
To obtain a qoutation or IPO on a stock exchange, such as the NZSE, Australian Stock Exchange or the NASDAQ.Floor
Stock market term used to describe the situation where a buyer has a permanent order in to buy shares at a certain price.Follow-on fund
A fund that is subsequent to a venture capital organisation's first fund.Fund
A pool of capital raised periodically by a venture capital organisation. Usually in the form of limited partnerships, venture capital funds tyically have a ten-year life, though extensions of several years are often possible.Fund of funds
A fund that invests primarily in other venture capital funds rather than portfolio firms, often organised by an investment adviser or investment bank.Back to Top
Gatekeeper
An asset consultant to whom a superannuation fund trustee outsources the choice of fund managers.Gearing, debt/equity or leverage
Is the amount of debt financing compared to equity financing in a company. If the company has low levels of debt compared to equity it has a low gearing ratio. Conversely, a high debt to equity ratio would be a highly geared company. Gearing can also be referred to as financial leverage.Golden share
A share whose vote must be included in any motion passed by the shareholders.Green field company
A start-up companyGross profit
Sales less cost of goods sold.Back to Top
Hands-off
A relationship involving less frequent contact and only participation and influence in major strategic decisions.Hands-on
A relationship involving close regular contact and significant influence and participation in management decisions.Hurt money
Cash invested or exposure made by an entrepreneur to the business. The greater the proportion that the hurt money represents of the entrepreneur's personal wealth the more convincing the argument to the investor.Identifiable intangibles
Intangible assets for which it is possible to set a valuation, such as future income tax benefit.Implementation plan
Plan defining the steps and activities required to achieve goals.In the money
Any option or warrant that would have a positive value if it was immediately exercised.Independent funds
Venture capital funds raised from more than one source and run independently.Initial Public Offering(IPO)
Is the selling of securities, or shares, in your company to the general public. This is normally done through an investment bank (an underwriter). The first fundraising done from the general public.Intangible assets
Assets owned or generated by a company that are not easily sold, except with the company as a whole, and that are usually not easily measurable.Intellectual property
Legal term used to describe the patents, licences, copyrights, trademarks and designs owned by a company.Interest cover
Pre-interest cash flow divided by interest payments.Internal rate of return
The basis by which returns to the investor are forecast or measure. Effectively it is the compound rate of return over the life of the investment and combines capital gain with income earned either in the form of dividends or interest. It is greatly affected by the timing of the exit.IPO
An IPO, or Initial Public Offering, is the selling of securities, or shares in your company to the general public. This is normally done through an investment bank (an underwriter).Joint Ventures
This is an agreement involving two or more organisations that arrange to produce a product or service jointly.LBO
Leveraged buyout, the acquisition of a firm or business unit, typically in a mature industry, with a considerable amount of debt.Learning curve
An imaginary curve which describes the reduction in cost that occurs as a factory makes more and more of a particular product. Also used to describe the increase in skill of an employee over time.Letter of intent
Document which is not legally binding but given by one party to another to show good faith and which describes the main agreed points of transaction.Leveraged buy-out or LBO
Purchase of a company where the purchaser uses a larger than normal amount of debt to finance the transaction.Liquidity
Refers to the ability of an organisation to meet its liabilities. One liquidity ratio is `net working capital' which is the difference between current assets and current liabilities. This ratio roughly measures a company's potential reservoir of cash.Loan capital
Loan capital ranks ahead of share capital for income and capital. Loans typically are entitled to interest and are usually, though not necessarily, repayable. Loans may be secured on the company's assets or may be unsecured. A secured loan will rank ahead of unsecured loans and certain other creditors of the company. A loan may be convertible into equity shares. Alternatively, it may have a warrant attached which gives the loan holder the option to subscribe for new equity shares on terms fixed in the warrant. They typically carry a higher rate of interest than the bank term loans and rank behind the bank for payment of interest and repayment of capital.Lock-up
A provision in the underwriting agreement between an investment bank and existing shareholders that prohibits corporate insiders and private equity investors from selling at the time of the offering.Back to Top
Mangement buy-in
Usually a leveraged buy-out organised by new managers or a management team.Management buy-out
Usually a leveraged buy-out organised by the existing management of the company.Management fee
The fee, typically a percentage of committed capital or net asset value, that is paid by a venture capital fund to the general partners to cover salaries and expenses.Market capitalisation
Value of a company calculated by multiplying the number of shares on issue by the last sale price.Mezzanine
Either (1) a venture capital financing round shortly before an initial public offering or (2) an investment that employs subordinate debt that has fewer privileges than bank debt but more privileges than equity and often has attached warrants.Monopolistic competition
Industry structure where there are many small suppliers each of which has a monopoly position in the area it serves.Back to Top
Negative pledge
Lending agreement where the borrower covenants are not to exceed certain limits, such as gearing levels.Net profit
Sales, less all expenses which may or may not include corporate tax.Net tangible assets
The difference between tangible assets (e.g. stock, debtors, land etc.) and liabilities in the balance sheet.Net worth
The difference between the assets and liabilities of a company on its balance sheet. Net worth is equal to shareholders' funds.Non-price competition
Competition among suppliers using such items as warranty periods, credit terms and after sales service.Non-renounceable rights issue
Rights issue where the shareholders may either take up rights or let them lapse. The shareholders are not allowed to sell the rights to another party. Also known as an entitlement issue.Back to Top
Oligopolistic structure
Industry structure where a few suppliers dominate the market. Open-ended funds Funds with no set time span imposed.Options
The right, but not the obligation, to buy or sell a security at a set price (or range of prices) in a given period.Ordinary shares
These are equity shares that are entitled to all income and capital after the rights of all other classes of capital and creditors have been satisfied. Ordinary shares have votes. In a venture capital deal these are the shares typically held by the management and family shareholders rather than the venture capital firm.Owner's equity
The residual of assets less external liabilities.Partly paid shares
See contributing shares.P/E ratio Price/earnings ratio
The ratio of share price to earnings (net profit after tax) per share.Portfolio diversification
Investment strategy where the portfolio manager spreads investments across many industries and thus tries to diminish the risk of a single industry depression reducing the portfolio return.Positioning strategy
Marketing term used to define a strategy where a company tries to distinguish itself from its competitors by focusing on some market segment.Post-money valuation
The product of the price paid per share in a financing round the shares outstanding before the financing round.Preference shares
These are non-equity shares. They rank ahead of all classes of ordinary shares for income and capital. Their income rights are defined and they are usually entitled to a fixed dividend (eg 10% fixed). The shares may be redeemable on fixed dates or they may be irredeemable. Sometimes they may be redeemable at a fixed premium (eg at 120% of cost). They may be convertible into a class of ordinary shares.Preferred ordinary shares
These may be known as "A" ordinary shares, cumulative convertible participating preferred ordinary shares or cumulative preferred ordinary shares. These are equity shares with preferred rights. Typically they will rank ahead of the ordinary shares for income and capital. Once the preferred ordinary share capital has been repaid, the two classes would then rank pari passu in sharing any surplus capital. Their income rights may be defined; they may be entitled to a fixed dividend (a percentage linked to the subscription price, eg 8% fixed) and/or they may have a right to defined share of the company profits - known as a participating dividend (eg 5% of profits before tax). Preferred ordinary shares have votes.Back to Top
Preferred stock
Stock that has preference over common stock with respect to any dividends or payments in association with the liquidation of the firm. Preferred stockholders may also have additionaly rights, such as the ability to block mergers or displace management.Pre-funding valuation
The valuation of the company prior to funding calculated by subtracting the cash that remains within the company from the post-funding valuation.Price taker
Marketing term used to describe a supplier of goods whose price is set independently by the market.Price-to-book value ratio
The ratio of the share price to the net worth per share.Price-to-revenue ratio
The ratio of the share price to the company revenues per share.Private equity
Private equity includes organisations devoted to venture capital, leveraged buyouts, consolidations, mezzanine and distressed debt investments, and a variety of hybrids such as venture leasing and venture factoring.Product differentiation
Marketing term used to describe strategy of defining new or current product features or benefits that distinguish it from the competition.
Pro-forma accounts
Balance sheets and profit and loss statements for future years prepared in the same format as the current accounts.Back to Top
Prospectus
A condensed, widely disseminated version of the registration statement. The prospectus provides a wide variety of summary data about the firm.Put option
A contract whereby the holder of the option has the right to sell to the grantor shares at a specific price (strike price) at some time in the future.Ratchets
A structure whereby the eventual equity allocations between the groups of shareholders depend on either the future performance of the company or the rate of return achieved by the venture capital firm. This allows management shareholders to increase their stake if the company performs particularly well.Ride
Venture capital term used to describe the potential percentage of profits or equity ownership available if a deal works out as planned.Redeemable preference shares
Preference shares which, at a stated maturity date, will be redeemed by the issuing company.Refinancing
The purchase of the venture capital investors' or others' shareholdings by another investment institution.Revalued asset
Asset assigned some value other than the book value (cost price less any depreciation). Revaluations may be either downwards (investments devalued to market price) or upwards (e.g. real estate or directors' revaluation of licence agreements).Rights issue
An issue of new shares on a proportional basis to existing shareholders usually at a discount to market price to raise additional shareholders' funds. The shareholder may allow the offer to lapse or if the issue is renounceable sell or transfer the rights to another party.Road show presentation
Series of presentations made to institutional and large private investors to sell a new issue.Back to Top
Running yield
The return on an investment expressed as cash earned over cash invested. No account is taken of potential capital gain or redemption.Second-line stock
Shares of listed companies that do not rank a blue chip or first-line companies.Secured debt
Loan, where the lender, in the event of a failure to meet either an interest or principal payment, gains title to an asset.Secured lending
Making loans only to parties who can provide an asset as security in the event of non-payment of interest or principal.Seed capital
Financing allowing the development of a business concept.Seller's note
Sometimes known as vendor finance where the seller of the asset accepts some part of the payment on deferred terms.Sensitivity analysis
Financial analysis where variables such as selling price are adjusted upwards and downwards by some factor (say twenty per cent) to establish the effect on profits.Shelf company
A company which has been created but never traded.Shortfall
The difference in a fundraising between the expected amount and amount actually raised which in turn must be provided by the underwriters.Stag profits
Profits made by someone who subscribes to a new issue and sells on the first day of trading.Start-up capital
Financing allowing product development and initial marketing.Strike price
The price of the underlying share at which a call or put option is exercisable.Subordinated debt
A loan which ranks behind other debts if a company is wound up. Subordinated loans, if provided by a venture capitalist, would either command a higher interest rate or have call options attached.Suppliers' credit
Often overlooked form of financing provided by creditors when they offer extended payment terms.Back to Top
