Proforma Cap Table Excel Template (Excel XLSX)

If you're a start-up, probably you've heard the word ‘capital table'. That's because the capital table is an indispensable requirement for a company's structure and valuation. In fact, creating a Proforma Cap Table Excel Template is – or should be – one of the first steps in forming a startup. A cap table not only utilized for startups and early-stage businesses but all types of companies use it as well. In general, the capitalization table is the breakdown of a company's shareholders' equity.

This Proforma Cap Table Excel Template is a comprehensive template that will help new entrepreneurs while raising capital from investors. This template will help the user to list all shareholders and their corresponding stock. A user can use this cap table to track the total amount of shares, the value of those shares, and the equity ownership allotted to all shareholders. This Proforma Cap Table Excel Template consists of the following sheets;

Summary sheet
Ownership summary
Founders Shares ledger
Series Seed Preferred (SSP) Ledger
Option Pool ledger
Convertible Notes
Feature of Proforma Cap Table Excel Template
Summary Sheet

This sheet of cap table will provide you a summary of all shareholders' equity structure holding along with their no of issued share and capital contribution. Also, this pro forma table will show the fully diluted percentage of each type of equity holder. This sheet is linked with other calculation sheets. Fully diluted ownership refers to the percentage of total counting shares that are currently issued or outstanding, also shares that could be claimed through the conversion of convertible notes or through the exercise of outstanding options.

Ownership Summary

This summary table breakdown the equity structure according to their no of shares and diluted ownership. In this table, a user can see each owner's contribution to the company. This cap table template shows each investors' equity capital stake by multiplying the no of each investor's share with the total number of shares.

The fully diluted shares consider those shares that not only count common shares but also those shares that could be claimed through the conversion of convertible preferred stock or through the exercise of outstanding options and warrants. The Diluted ownership calculates by dividing each investor or shareholder share by the total no of shares.

Founders Shares Ledger
The founder equity ledger is simply a list of founders and their shareholdings in the stock of a company prior to any investment being made. When a business establishes the founders usually grant with common stock to reflect their ownership of the company.

The Input Assumption table will require the total no of authorized shares by the company and how much a company reserved shares for the option pool. The field of the unissued shares will automatically calculate minus the no of shares issued and reserved option shares from authorized shares.

Unissued Shares = Authorized shares-no of share issued – Shares reserved for options
In the second table, a calculation of the common unit has been placed. Here, you can see two input columns; Amount Invested by each founder and Price per share. These inputs will let the table calculate no of shares issued by each investor by dividing the amount invested by price per share.

Issued Shares = Amount invested / Price per Share
In the above picture, the voting ownership has stated as a percentage so, for example, one founder owns 50% and another 23%, followed by 18% and 10% of the company. The important point to remember is that the total percentage ownership must always add up to 100%. The ownership percentage of each founder will calculate by dividing each founder's holding shares by the total no of shares.

Ownership Percentage = No of issued shares to each founder / Total no of issued shares.


Series Seed Preferred (SSP) Ledger

This sheet of cap table template will show you an official equity funding stage. It represents the first official money that a startup raises. The above table will reflect each investor contribution at the seed investment level. The only two inputs asked in this table, are pre-money valuation and how many shares will issue in the seed round. The price per share refers to an essential variable to calculate this table The price per share is calculating in this cap table by dividing the pre-money company valuation price by the total no of shares issued. This price per share amount will tell us at what rate a company should issue its shares to new seed round investors.

Price per Share =Pre Money Company Valuation / Total No of Shares Issued
By using this price per share amount, a capital contribution column calculates automatically by multiplying the no of share issues with the price per share.

Capital Contribution = No of Shares Issued to Each Investor * Price per Share
Option Pool ledger

Startups reserve a few shares for an options pool for later issuance. Depending on the details of the stock option plan, the stock option pool can cause significant dilution to founders later. In this Proforma Cap Table Excel Template, an Option pool ledger has four input assumptions required to fill.

Options Grant Date
Expiration Date of Options.
Allotted price to options.
No share outstanding to each candidate.
Capital Contribution and dilution fields will be calculated automatically by filling these inputs. The capital Contribution of each candidate will compete by multiplying no of shares outstanding with price per share. Therefore, the dilution column will be the division of each candidate's contribution with the total contribution.

Capital Contribution = Each candidate contribution / Total Contribution
Convertible Notes

An investor usually invests in early-stage companies via a convertible note and when a company raises the next round, investors convert that note into equity. Before converting into equity, it's considered as a loan, and it will accrue interest at an annual rate until it is converted into equity in the future. At the above picture, we can see some input cells filled in peach color. These cells a user can change according to their requirement. Moreover, A simple interest method is using to calculate Interest amounts. There are essential input this sheet consist which are as follow:

Note Cap:
Note cap valuation amount refers to that amount that a founder has reserved for convertible notes in the future. Thus, the valuation cap sets the maximum price limit that the loan will convert into equity. For example, if the valuation cap limit is $15M and the new investor evaluates the company at $20M. Therefore, the convertible loan of early-stage investors will be converted at a $15M valuation.

Interest Rate:
The convertible loan considers a debt mechanism, thus an interest will calculate the interest amount as an annual percentage. In this proforma cap table template, we used the simple interest method to calculate the interest amount.

Discount Rate:
A discount rate establishes to compensate for the additional risk an investor takes by investing in a company early on. For example, if a share price is $10, then a 20% discount gives an investor an $8 price per share on conversion.

Discount Price = Price Per Share *(1-Discount Rate)

Here, in the amount column, a user will input the amount which each lender has invested.

An Amount + Interest field is equal to the principal amount a lender has invested plus the interest amount which has occurred up to the conversion. Hence, this field will calculate automatically when you will fill date, interest, and amount input.

Amount + Interst = Amount + Amount * interest rate * Time

Financing Shares:
This is the no of shares that will convert the loan amount into shares at a discounted price after its maturity date.

Financing share= Amount + Interest Rate / Discounted Price

Financed Amount :
This amount refers to an after-conversion amount that an investor invested by adding the interest amount.

Financing Amount = Financing shares * Price per share

The Bottom Line
In conclusion, the best way to understand cap tables is to practice them. If you are looking to increase revenue for your business, it's important that you understand what happens to the money that comes into your business. The cap table helps you to visualize the cash flows, as well as the relationships between your shareholders. Understanding the relationship between the stock and the owner is very important for a successful business.