Proforma Vehicle Layout

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capital-structure

commission-waterfall

income-statement

return-summary

basis-of-preparation

form-note-overlay

Components · Paper
6 variants Composition pattern WCAG 2.2 AA target

The section order, prose conventions, and vehicle-specific mechanics a single-entity investment-vehicle compliance proforma follows. Sits inside Financial Report Layout (V5 canonical), which supplies every visual rule — this component never restates fonts, colors, or print rules, only composition.

Rendered from dtcg-vault/components/proforma-vehicle-layout/recipe.json

What this template is

financial-report-layout specifies the shell — fonts, table borders, page geometry, the line-number gutter. It does not say what a single-entity investment-vehicle proforma — a Club Deal, a Private SPV, or a comparable corporation raising capital to acquire units of one underlying investment — actually contains, in what order, or how its prose connects the tables. Three reference documents (Club Deal Inc., Private SPV Inc., Commission Paths) converged on the same composition independently, without a shared spec. This component extracts that pattern so the next vehicle proforma starts from it instead of re-deriving it.

Always use this together with financial-report-layout — this component has no CSS of its own.

When to use

Use this composition when the document is a single-entity, single-investment-vehicle compliance proforma.

Do not use this for:

  • A cross-vehicle comparison document with no single issuer — such a document legitimately uses only the capital-structure and commission-waterfall variants per vehicle/path, not the full six-section composition (see Commission Paths below).
  • A statutory year-end financial statement — use Financial Statement (year-end) instead (serif, portrait, no line-number gutter, a different family entirely).
  • An interactive sensitivity/scenario tool — that is a screen-first dashboard, out of scope for both this component and its parent shell.

Section order

A single-entity vehicle proforma is five sections, in this fixed order — skip a section only if it genuinely doesn't apply (e.g. a formation-only, no-forecast document has no Income Statement or Return Summary); never reorder:

#VariantRole
1capital-structureThe raise, any carried-interest share class, the underlying units held. The only section naming share counts and prices directly.
2commission-waterfallFormation-time cash waterfall, followed by one governance p.note.
3income-statementtable.wide, Y0–Y10, ending in the fixed per-share rows.
4return-summaryY10-endpoint aggregate return metrics — never restates the annual rows.
5basis-of-preparationOne closing p.note covering issuer, security, holdings, cost-recovery, tax treatment, cash-flow caveats.

An optional sixth, form-note-overlay, follows the base sections when a genuine alternate scenario exists.

The BCSC forward-looking-information footer (financial-report-layout's mandatory footer) follows section 5, outside this component's own sections.

Per-share convention

The Income Statement's last two rows are always:

Distributions per share (per $100[, fully diluted][, after tax])
Value (NAV) per share (per $100[, fully diluted])
  • per $100 — always stated explicitly; never a bare "per share" with an implied $100 par.
  • fully diluted — present only when the vehicle has a carried-interest share class. Apply the dilution factor (investor_shares / diluted_shares) to both rows so they tie to the Investment Return Summary's post-carry total. Absent entirely for a single-investor vehicle with no carry.
  • after tax — present when the row reflects post-corporate-tax cash (it always does in this family). State it once in the row label, not per cell.

Governance note

After the Commission Waterfall table, one p.note states, in order: the cost-recovery relationship (what the Commission Rebate funds, capped with no gross-up on the vehicle's own-cost piece), board composition (director count and fee — state the actual relationship between vehicles once their rates can diverge; never claim "same rate as X" once that can silently go stale), then whether the vehicle carries a Programme Participant / carried interest.

Optional — Form Note overlay

When a base document has a genuine alternate scenario (e.g. an Offering Cost Fee overlay for a Programme-Participant-arranged deal), add it as a separate section after the base sections, not interleaved:

<section class="block" style="margin-top:14px">
  <h2>Form Note — <Scenario Name> (Optional Overlay; <who it applies to> Only)</h2>
  <p><!-- one paragraph: what triggers this scenario, what changes, what stays the same --></p>
  <h3><Entity> — Alternate Breakdown (<Scenario Name> Overlay)</h3>
  <table><!-- restate ONLY the waterfall table, on the new basis --></table>
</section>

Uses financial-report-layout's V8 optional-overlay spacing (the margin-top:14px inline style) to separate it from the base sections. Restate only the table(s) that actually change.

Worked example — five-section vehicle proforma

<h1>Club Deals — Multi-Investor Proforma</h1>
<p>DRAFT — YYYY-MM-DD — Vn · All amounts CAD. <one-line description>.</p>

<h2>Capital Structure &amp; Investment Position</h2>
<table><!-- Item / Shares / Price / Capital --></table>

<h2>Commission Waterfall at Formation</h2>
<table><!-- Item / Note / Amount --></table>
<p class="note"><!-- governance note --></p>

<h2>10-Year Income Statement</h2>
<table class="wide"><!-- Y0..Y10, ending in the per-share rows --></table>
<p class="note"><!-- external-reference note, if applicable --></p>

<h2>Investment Return Summary (Y10 endpoint)</h2>
<table><!-- Metric / Aggregate [/ Per Share] --></table>

<p class="note"><strong>Basis.</strong> <!-- basis-of-preparation paragraph --></p>
<p class="footer"><!-- BCSC forward-looking footer, from financial-report-layout --></p>

Worked example — formation-only, no-forecast variant

A cross-vehicle comparison document (no single issuer, no forecast) uses only capital-structure and commission-waterfall per offering path — a narrow waterfall table per path, each followed by its own one-line governance note, plus the optional Form Note overlay when an alternate scenario exists. This is a legitimate partial application, not a document forced into the full five-section shape.

Basis-of-preparation checklist

Every "Basis" paragraph covers, in order: issuer type → security issued → what it holds and its carrying basis → cost-recovery mechanism (capped, no gross-up) → tax treatment (rate, what's taxable now vs. deferred, pointer to an external tax-treatment document if one exists) → any structural caveat about early-year cash flow. Omit a clause only if it doesn't apply to the vehicle, rather than stating "none."

Accessibility and print output

Inherits financial-report-layout entirely — table semantics, WCAG 2.2 AA target, print/motion behaviour. This component adds no new visual structure, only section order and prose.

Open questions

  • oq-1 — should the per-share row's fully diluted / after tax qualifier list be a fixed enum, or addable per-vehicle as new dilution/tax mechanics appear? Deferred — no second carried-interest class exists yet to design against.
  • oq-2 (suggested) — once a fourth vehicle type is built, re-verify this five-section composition against it before treating the order as fully locked — three data points is a reasonable start, not exhaustive.

Related

Important Information

Design System disclosure

This site provides open-source design tokens, documentation, and self-hostable software published by Woodfine Capital Projects Inc. Information here is for general reference only and does not constitute an offer, warranty, or a guarantee of fitness for any particular purpose. Statements regarding planned, intended, or targeted future features are forward-looking and subject to change without notice; they are not undertaken to be updated except as required by law.