In our first article on capitalization tables, we found out what it is, why you might need it, and how to create it. In this material, we learn to work with Cap Tables while using examples of well-known companies.
Capitalization Table Functionality: What It Is For
1. Raising funds
Any investor who thinks about injecting money aims to reduce the risk. A careless investment can provoke a conflict of interest with other shareholders. Therefore, an investor needs to know:
- how the ownership rights in the company are laid down;
- what changes emerged from previous rounds of funding;
- how one’s money injections will affect other investors;
- what compensation there will be if the company is sold.
A properly compiled capitalization table helps you find all this information in no time.
2. Hiring employees
More and more companies are coming to transparency. Previously, only managers and investors had access to capitalization tables, but nowadays it is sometimes given to employees as well. Why?
Employees who have a stake in the company want to know what compensation they can expect if the company is sold or wind up. Transparency instills a sense of stability, inspires result-oriented work, and increases the level of trust in the founders.
3. Paying taxes
In some cases, a capitalization table serves as the official shareholding statement. Tax authorities use data from Cap Tables to determine how consistently a company (along with employees and investors) pays taxes. This is especially relevant for startups from the United States.
It is important to constantly update your capitalization table. Otherwise, the company and employees may overpay their taxes or, conversely, be fined for tax default.
4. Selling a company
Imagine that an owner decided to sell their business to another company. The proceeds of the transaction are divided among the shareholders. How can you know what percentage each investor should receive? In what order will the payments be made?
Cap Table reflects all changes in a timely manner, thereby removing disagreements on allocating money. In other words, a capitalization table is one of the tools that prevent litigation after the company is dissolved.
Let’s move on to specific examples of Cap Table.
A Detailed Analysis of a Cap Table: Uber Technologies, Inc.
On May 10, 2019, the famous American taxi aggregator Uber issued its stock on the New York Stock Exchange. Investors made decisions based on Uber’s capitalization table. That’s what we will use as an example for detailed consideration. It is worth mentioning that we’ve chosen this Cap Table simply because it comes from a famous startup and not because it’s perfect.
Image 1. Cap Table of Uber Technologies, Inc.
NB! How to read capitalization tables correctly? The header contains the title information about the company, such as:
- nature of business;
- city of registration;
- share price;
- ticker symbol;
- company’s name;
- first public offering date;
- The market value of the company;
- website, etc.
Image 2. Cap Table of Uber Technologies, Inc.
Then comes the most important section of the capitalization table, listing the shareholders, their shares, and positions held.
Here, you can learn the percentage and number of shares, as well as the company’s state before and after the initial public offering. Also, it indicates options, i.e. rights to additional quotas which allow to purchase or sell shares.
Image 3. Cap Table of Uber Technologies, Inc.
Distribution data reflects how many shares (in percentage and number of shares) belong to the internal circle of the company, including managers and directors, and how many belong to outside investors.
Image 4. Cap Table of Uber Technologies, Inc. Options.
Image 5. Cap Table of Uber Technologies, Inc.
In this part, you can learn about equity participation and how it is distributed among third-party investors.
Image 6. Cap Table of Uber Technologies, Inc.
The names and companies of third-party investors sitting on the board of directors are placed in the Board section. On the right, the table contains data on shares sold and funds raised, as well as general information on the company’s profitability.
The last part of the capitalization table contains:
- round number;
- the date of share allotment;
- stock value;
- number of shares;
- share price;
Image 7. Cap Table of Uber Technologies, Inc.
Example of a Cap Table: Airbnb, Inc.
Below, you can see the Airbnb capitalization table for 2017. It looks almost completely identical, but the series of equity offerings are placed between options and IPO.
According to the table, each of the three Airbnb founders owns 13.4 % of the company.
A year before the table was published, a cash injection from TPG Capital raised Airbnb’s value to $ 10 billion. Each of the three founders owned 15 % of the company. Consequently, their individual stakes were estimated at $ 1.5 billion each.
Since then, Airbnb’s value has risen to $ 31 billion. This increased each founder’s net worth to over $ 4 billion.
Image 8. Cap Table of Airbnb, Inc.
Example of a Cap Table: Graphcore, Inc.
As a part of its efforts on reaching open data, the UK released information on the activities of companies and startups registered on its territory. Among them was an IT startup Graphcore with its table from 2019 ($ 1.7 billion, raised $ 310 million during series D, founded in 2016).
Image 9. Cap Table from Graphcore, Inc.
You can see that the founders own only 4 shares of the company. The startup itself looks more like a joint venture created in the interests of large technology companies.
To make a Cap Table, you are welcome to download any template or use Google Sheets, Numbers, or Excel. There are also more complex programs with additional functionality that take into account peculiarities of different countries:
- Captable.io, Eqvista, Capshare (for the USA);
- Ledgy, Capdesk (for the UK).
If you need more free functions, but the number of shareholders exceeds 20 people, your choice is Captable.io or Gust Equity Management. By the way, you can also create shortlists using these services.
Overall, there is no need to take the most complex templates. For example, if your startup did not take convertible loans or issue warrants, there is no point in taking the template that incorporates it. To make your capitalization table, you can start by listing owners and their interests, followed by money injections from investors. For a fresh business, this is quite enough, but you can add other fields if you like.
It’s always a good idea to learn from market leaders. While your reporting doesn’t have to be as detailed, you can adopt some smart solutions from Uber, Airbnb, Graphcore, and others. Alternatively, read an excellent guide from Alexander Jarvis.