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You’ve heard the cap table jokes: Everybody loves a cap table, it makes everything easier. Well, it makes it easier if you know the cap table rules. The cap table in business gives all participants an advantage. The cap table in business is one of the most important things to understand in management. That’s because it creates a “win-win” atmosphere for everybody.
The basic premise of the cap table in business is that a limited number of points are distributed among the owners. That statement sounds simple, but in actuality the concept of limits holds that each owner is required to allocate a certain percentage of those points to each option. startup is a zero-sum game, where each person has an equal number of shares of the cap table. If they fail to choose options with a value less than or equal to their initial stake, they lose out; and similarly, if they choose options that bring them more money than the amount they initially invested, then they win.
Now that we’ve got that out of the way, let’s talk about cap table math. The basic assumption is that you can get twice the amount of cash out of each option, provided that the strike price is higher than the exercise price. In other words, if you buy a convertible notes and a call option, you can sell them for twice the amount you originally invested. Here’s where the math comes in.
All the definitions above also assume that there are no restrictions on the type of securities ownership. However, most investors (myself included) do want to minimize dilution. We want to maximize our equity. Therefore, in cap table math, we recommend choosing an ownership structure that minimizes dilution.
A common recommended method is to buy a small number of common shares and hold on to them until the price reaches the enterprise’s dividend rate. This allows you to accumulate enough common shares to create a portfolio with a high liquidity. From there, you can use the net proceeds from any transactions to purchase additional shares. startup generated by the portfolio will be reported under the appropriate tax classification.
Another recommended method of dilution is to increase the size of the option pool during the term sheet. By doing this, you dilute the number of shares outstanding. As an investor, you don’t want to put too many shares into the pool since they have little liquidity. If you do end up with a large number of shares, the valuation will be too high. Keep it diluted according to what your preference is. You can use a discounted term sheet to determine the best strategy.
There are two ways to determine the value of the business; net income or gross sales. Net income is calculated by adding the gross profit to net income and dividing it by the total number of common shares outstanding. On the other hand, gross sales includes the actual value of the assets less the cost of good sold minus the actual value of the debt. To calculate the percentage ownership, multiply the gross sales percentage by the net income percentage. Cap table investing 101 is really that simple!
The founders may decide that they would like to offer a portion of their company to the investors. In that case, they would enter into a syndicate that would offer up to two million shares or less as a start up capital. Two million for two million shares is a great investment, especially when you consider that there’s no investment requirement. The downside is, this scenario may not result in any tangible profits since the business will need funds to expand. However, it is a risk that very few people would want to take.