Cap table: comparing two points in time

Overview

A company's cap table has four views (A5.1), and this lesson is about the fourth. The other three answer where does ownership stand — now, at each event, or transaction by transaction.

Compare answers a different question: what did this subscription actually do? Put one handle before it and one after it, and the table is the difference between the two registers.

That difference is not a list of movements. It is a subtraction. A holder who bought and then sold the same parcel inside the window appears as no change at all, because after the window they are where they started. That is the right answer to the question being asked, and it is the first thing to understand about the view.

Getting there

In the project navigation, open Companies and select the company. From the company navigation, open Cap Table, then the Compare view.

What you'll learn

• How to set the window of events being compared, and what FROM and TO mean

• What the four summary figures tell you, and which two are easy to confuse

• How to read a row, and why the change column is split

• Why unchanged holders are hidden but still counted

Setting the window

Both handles move. The strip captions them FROM and TO above the dots, so it is always clear which end you are dragging.

Opening Compare puts them around the most recent event — FROM on the one before it, TO on the last. That is the question people arrive with: what did the subscription we just ran change? Widen from there.

The command bar carries the two dates, and each column group is headed with its event's name and date, so a screenshot of the table says which two points it compares without the strip in frame.

Drag FROM to the very start and it reads Before the first event — the register empty, and everything since as one window.

The summary

Above the table, four figures for the window as a whole:

• Shares outstanding — before → after, with what made the difference: issued and transferred

• New money into the company — subscriptions, and the shares they bought; reserved-but-unsubscribed shown separately where there are any

• Secondary between holders — money that moved between shareholders, not into the company

• Dilution for non-participants — a percentage of their stake, with the factor: Every stake × 0.87 before their own movements

The middle two are the distinction worth pausing on. New money into the company is capital raised. Secondary between holders is a change of owner at no gain to the company. Both are money; only one funds anything.

Reading a row

Each row is one holder in one security class, and reads left to right as before, between, after, and by how much:

The change column is the point of the view. The large figure is the whole move in percentage points, and under it two smaller bars split it: total change = own subscription or sale + dilution from shares issued to others.

So a stake that fell six points while the holder subscribed for two of them reads as +2 pp subscribed, −8 pp dilution. Without the split, a deal team looking at the headline figure has no way to tell a holder who sat out from one who put money in and still lost ground.

Cash follows the shares. Money is positive where shares came in and negative where they went out — a subscription is a positive figure for the subscriber, and a transfer is negative for the seller and positive for the buyer.

The legend

A coloured bar runs down the left of each row, explained under the table:

• Entered the register in this window — no position at FROM, a position at TO

• Left the register in this window — a position at FROM, none at TO

• Did not move — the change is dilution alone — the same share count, a smaller share of a larger company

The third is the one worth pointing at. Those holders did nothing; the company changed around them.

Searching and filtering

Both sit in the table's toolbar. Search a shareholder by name; Show unchanged toggles in the holders whose position did not move, and lights up while it is on.

Unchanged rows are hidden by default, because in a view about change they are noise. When they are hidden the table says so, counting the holders it is showing against the total and adding: "The totals count them all."

That second sentence is the guarantee: the filter changes the rows, never the arithmetic. Class subtotals and the grand total are always the whole company, whatever is on screen.

When there is nothing to compare

Two honest empty states rather than a blank table:

"FROM and TO are on the same event." — move one handle to compare two points in time.

"Nothing changed between these two events." — no holder's position moved; widen the range to take in more events.

Why there is no export

Compare has no export, and that is deliberate. The other views export a register — a statement of fact at a point in time. Compare is a reading of a window you chose, and a spreadsheet of it, detached from the two handles that produced it, invites being taken for something it is not.

Export the position at each end from Position, and the difference is reproducible from primary figures.

Common problems

The change column read as a list of movements. It is the difference between two positions. Round trips inside the window cancel; use Registry for the movement-by-movement account (A5.7).

All cash treated as money raised. The summary separates new money into the company from secondary between holders. The row-level cash column does not — it is that holder's flow either way.

A fall in percentage assumed to be a sale. The split under the change says which. Dilution alone carries the Did not move marker.

The filter thought to have changed the totals. It never does, and the note above the table says so.

Related

• A5.8 — Cap table: rewinding to an earlier event · the same split, inside a single cell

• A5.1 — Reading the cap table · the four views, and which question each answers

• A8.14 — Subscription process: finishing and verifying · the subscription whose effect this view measures

• A5.5 — Exporting the cap table and registry · what Compare deliberately does not offer