# Sources Uses > Build a sources and uses schedule with the pro-forma capital structure in Excel for a specific transaction — purchase-price build, the equity-value to enterprise-value bridge, refinanced debt, fees and expenses, funding from cash on hand, new debt, new equity and rollover, and pro-forma leverage and coverage. Use when a banker, corp-dev team, or CFO asks how a deal gets funded, what the total funding need is, or what the balance sheet looks like the day after close. - Skill: `zai-org/sources-uses` (Agent Skill) - Install (CLI): `npx skillmds@latest add zai-org/sources-uses` - Raw SKILL.md: https://api.skillmd.com/api/skills/zai-org/sources-uses/raw - Safety review: pending (external: skill-scanner PASS, skillspector PASS) - Works with: Claude Code, Claude.ai, OpenAI Codex - Category: Data & Analytics - Author: zai-org (https://skillmd.com/u/zai-org) - Updated: 2026-09-17 - Page: https://skillmd.com/skills/zai-org/sources-uses --- # Sources and Uses **先载入 `xlsx-author` 技能，再动手建表。** 出处载体（Class A 的 `Source:` 批注 / Class B 的 `来源` 表加 `来源编号` 列）、四色含义、「填机构不填接口名」、URL 的两种诚实 写法、交付时的 `::zcode-file-citation`，都在那份 SKILL.md 里。只照路径调它的 `recalc.py` 不等于读过它——2026-08-24 那批里有一份工作簿正是这样，五项全漏。 Where the money comes from and where it goes, for one named transaction, plus what the capital structure looks like at close. The deliverable is an `.xlsx` workbook built with the `xlsx-author` conventions, recalculated before delivery, and audited before it is handed over. ## Citing in the delivery note This skill's citation vehicle is **cell comments**, so the workbook does not owe a `## 来源` section. But the moment the delivery note writes `[n]`, it has promised entries — and a real run shipped eight markers with no Sources section behind them. So: either cite in prose with `[n]` **and** add `## 来源` with one entry per marker in the schema from the citation policy, or carry the citations only in cell comments and use no `[n]` at all. Do not mix. The as-of label is `检索于` and nothing else. The same run emitted a retired variant of it; no paraphrase of it is acceptable. This is a **funding plan for a specific deal**. It is not the Sources & Uses tab of an LBO valuation — that lives inside `lbo-model` in the `write-research` plugin, where it is an input to a returns calculation. Here it is the deliverable, and it answers to the deal team and the financing desk. ## Language of the deliverable Authoring prose here is English. The **workbook's labels, the delivery message, and the coverage block follow the user's language**. Provenance tags follow the deliverable — `[披露] [测算] [预期] [推断] [媒体]` in a Chinese workbook, `[Reported] [Est.] [Consensus] [Inferred] [Media]` in an English one. **One style per document, never mixed.** ## Non-negotiables **Environment.** Build with Python/openpyxl following `xlsx-author`. Write formula strings, never values computed in Python. Then run `python3 ../xlsx-author/scripts/recalc.py "" 30` (path relative to this skill's directory) before delivery. **Sources must equal uses exactly, and the identity is on the face of the sheet.** Not in a cell comment, not in the delivery message, not "verified by the modeller" — a visible check row, immediately under the two totals, that reads `=Sources total − Uses total` and shows zero, or `=Sources total = Uses total` and shows TRUE. A sources-and-uses schedule whose balance you have to take on trust is not one. If it does not balance, the plug is wrong or a use is missing; find it rather than forcing the difference into "other". **Cell comments are this skill's citation vehicle (`cell_comments`).** Every hardcoded input cell carries, written as the cell is created: ``` Source: , , , ``` e.g. `Source: 同花顺 iFinD 上市公司财务数据, 检索于 2026-07-25, [证券代码] 2026Q1 有息负债` or `Source: 重大资产购买报告书(草案), 2026-06-18, 第五节「本次交易的 资金来源」, https://…`. A calculated cell carries a formula instead — a source comment on a calculated cell means a hardcode is hiding in it. **Fees are always `[测算]`/`[测算]` unless a document states them.** Advisory, financing, legal, and other transaction expenses are almost never disclosed at signing. Model them as explicit percentage-driven inputs in the assumptions block, tagged `[测算]`/`[测算]`, with the basis stated. Never write a round-number fee with no comment, and never fold fees into the purchase price to make the schedule tidy. --- ## Step 1 — Resolve the transaction and its perimeter Confirm before retrieving anything: - **Buyer, target, and what is actually being acquired** — the whole company, a controlling stake, an asset package, or a business line. The perimeter decides whether an equity-value or an asset-purchase build is correct. - **Whether the deal is announced.** Retrieve the terms if so via `wind-docs.get_company_announcements`; if not, every term is `[测算]`/`[测算]` and the header block says the workbook is a scenario. - **Close date assumption**, because the debt and cash balances you fund against are as of a stated balance-sheet date and will move. - **Whether existing debt is refinanced, assumed, or left in place.** This single choice changes the uses side more than anything else, and it is frequently left ambiguous in a draft term sheet. Ask. ## Step 2 — Retrieve the balance-sheet inputs `get_stock_financials`, one call per entity, for the most recent period, taking: | Item | Used for | |---|---| | 有息负债 (and its short/long split) | The debt to be refinanced or assumed; the base for pro-forma leverage | | 总负债 | Only where a total-liability measure is wanted; never interchange it with 有息负债 | | 货币资金 / 现金及现金等价物 | Cash available to fund, before any minimum operating cash | | EBITDA components (营业利润, 折旧摊销) or a disclosed EBITDA | The leverage and coverage denominators | | 利息费用 | Existing interest, and the coverage base | | 少数股东权益 | An equity-to-enterprise-value bridge item | `get_stock_shareholders` for the share counts (总股本 for an equity-value build) and for the 实际控制人 position, which matters when part of the consideration is stock or when a shareholder rolls over. `get_stock_events` for any 并购指标 already published on the deal — 备考财务数据 and 借壳上市 status, where present — and for prior issuances that changed the capital structure since the last balance sheet. `get_stock_summary` or `get_stock_performance` for the reference share price where the purchase price is struck off market value. ## Step 2.5 — 业绩承诺: contingent consideration on the uses side Where the target is unlisted equity, retrieve the 业绩承诺与补偿安排 from `wind-docs.get_company_announcements` (交易预案 / 重组草案 / 问询函回复). It belongs in this schedule because it changes what the consideration *is*, not merely what it costs: - A 承诺 with 股份补偿 means part of the equity consideration is **returnable** — the headline 对价 is an upper bound, not a settled amount. Show the disclosed 对价 as the funding requirement (that is what must actually be raised at close) and note the contingent return separately; do **not** net it out of the uses side, or the sources will not tie. - A 现金补偿 obligation sits with the 承诺方, not the acquirer — it is not a source of funds at close. Never fund the deal with it. - 减值测试补偿 is a separate, later obligation; keep it out of the close-date schedule and record it as a post-close contingency. - Searched and none disclosed → `检索范围内未发现`. Listed target or no 承诺 mechanism → `不适用`, with the reason. ## Step 3 — Build the uses side **Purchase price build, then the equity-to-enterprise-value bridge.** State which one the deal is struck on; A-share deals are quoted both ways and conflating them is a material error. ``` Offer price per share × target shares (总股本) = Equity purchase price (+) Debt assumed or refinanced (有息负债) (−) Cash acquired (货币资金, less minimum operating cash) (+) Minority interest (少数股东权益) (+) Other bridge items (preferred, pensions, off-balance-sheet, earn-out at fair value) = Enterprise value / total transaction value ``` The uses schedule then reads: | Use | Notes | |---|---| | Equity purchase price | Or the asset-package price for an asset deal | | Refinancing of existing target debt | Only what is actually being refinanced; assumed debt is **not** a use | | Refinancing of existing acquirer debt | Where the financing is being done at the same time | | Prepayment penalties / make-whole | `[测算]` unless the debt document states it | | Advisory fees | `[测算]`, percentage-driven | | Financing fees | `[测算]`, on the new debt quantum; usually capitalised and amortised | | Legal, accounting, other transaction expenses | `[测算]` | | Cash to balance sheet | Where the raise is deliberately oversized | | Minimum cash / working-capital funding at close | State the convention | **Assumed debt is not a use and not a source.** It stays on the pro-forma balance sheet and appears in the capital-structure table, not in the funding schedule. Putting it in both is the most common way a sources-and-uses schedule double-counts. ## Step 4 — Build the sources side | Source | Notes | |---|---| | Cash on hand | Buyer's cash less minimum operating cash — state the minimum as its own input, never net it silently | | New debt, by tranche | Each tranche with quantum, rate, tenor, and amortisation; the rate feeds coverage | | New equity issued to the public | Cross-links to `capital-raise` if the deal is funded by an issuance | | Stock consideration to the seller | Shares issued × reference price; state the price and its date | | Seller rollover | Rolled equity is a source and its holder appears in the pro-forma ownership table | | Seller note / deferred consideration | Include the payment schedule in the notes | | Earn-out | Only the portion recognised at close; state the basis | **Name the plug.** One line balances the schedule — usually the revolver draw, the sponsor/parent equity cheque, or new debt. Say which, make it a formula computed as the difference, and never make two lines plugs at once. ## Step 5 — Pro-forma capital structure, leverage and coverage A table that walks from the current structure to the pro-forma one, per tranche: ``` Current Adjustments Pro forma x EBITDA % of total cap Cash … … … … Revolver (drawn) … … … … … Term debt / bank loans … … … … … Bonds … … … … … Other 有息负债 … … … … … Total debt … … … … … Net debt … … … … … Equity (market or book — say which) … … Total capitalisation … 100% ``` Then the credit metrics, each with its definition on the sheet: - Total debt / EBITDA and net debt / EBITDA — state whether EBITDA is LTM, pro-forma for synergies, or pro-forma before synergies. **A leverage multiple whose EBITDA definition is unstated is not a number**, and synergy-adjusted leverage is `[测算]`/`[测算]` and must be shown alongside the unadjusted figure. - EBITDA / interest and (EBITDA − capex) / interest. - 资产负债率 on the pro-forma balance sheet, with its 口径 named. - Any leverage covenant headroom **only** where a retrieved document states the covenant; otherwise the row is an open item, not a number recalled from memory. ## Step 6 — Ownership after close, where the consideration includes stock Pull the pre-deal top-ten holders and the 实际控制人 from `get_stock_shareholders`, add the shares issued as consideration and any rollover, and show pre- and post-deal percentages side by side. Flag explicitly if the 计算结果 moves the 实际控制人 below a controlling position — flag it as an arithmetic consequence requiring confirmation against the current rules and the company's own disclosure, **not** as a legal conclusion, and never assert a specific control threshold from memory. --- ## Workbook structure | Sheet | Contents | |---|---| | `Inputs` | Retrieved balance-sheet items, share counts, market data; every cell blue with a `Source:` comment | | `Assumptions` | Fee percentages, financing rates and tenors, minimum cash, refinance-vs-assume elections, EBITDA basis — each tagged with its class and basis | | `Sources & Uses` | The purchase-price build, the EV bridge, the two schedules side by side, the plug, and the balance check row | | `Pro Forma Cap` | Current → adjustments → pro-forma capital structure, leverage and coverage, pro-forma ownership | | `Checks` | Every identity as a visible TRUE/FALSE or zero-difference row | The `Checks` sheet asserts, at minimum: - **Total sources − total uses = 0.** This one is also repeated on the face of the `Sources & Uses` sheet. - Equity purchase price = offer price × shares, on the named share count. - EV bridge: equity value + debt − cash + minority + other = enterprise value. - Pro-forma debt = current debt + new debt − refinanced debt (assumed debt unchanged). - Pro-forma cash = current cash − cash used + cash to balance sheet. - Each leverage multiple = its numerator / its stated EBITDA line. - Consideration mix percentages sum to 100%. ## Formatting Per the house formatting policy: - **Font colours — four.** Blue `#0000FF` input · black formula · green `#008000` cross-sheet link · purple `#800080` same-sheet link with no calculation. - **Fills — 3 blues and a grey.** `#1F4E79` header (white bold) · `#BDD7EE` grouping band and key outputs · `#D9E1F2` input block · `#F2F2F2` neutral. - **Borders mandatory and meaningful**: 1.5pt above section headers, 1.0pt under subtotals, 0.5pt interior grid, **double rule under the sources and uses grand totals** — that is exactly what the double rule is for. - Numbers right-aligned, text left-aligned. Currency `#,##0;(#,##0);"-"`, multiples `0.0"x"`, percentages `0.0%`. Unit and currency in the header, never only in prose, and never 万元 and 亿元 in one column. --- ## Common errors in this schedule specifically | Error | What goes wrong | Fix | |---|---|---| | Assumed debt counted as both source and use | Schedule balances at an inflated size | Assumed debt appears only in the pro-forma capital structure | | Balance asserted in prose | Reader cannot see it, and it is often untrue | A visible check row on the sheet | | Two plugs | The schedule always balances and hides errors | Exactly one plug, computed as a difference | | Fees omitted or netted into price | Understates the funding need | Explicit fee lines, percentage-driven, tagged `[测算]` | | All cash on the balance sheet treated as available | Leaves the business with no operating cash | A stated minimum-cash input | | 有息负债 and 总负债 interchanged | Leverage overstated, sometimes hugely | Name the 口径 on every debt line | | EBITDA basis unstated | Leverage cannot be compared with anything | Say LTM / pro-forma / synergy-adjusted, and show unadjusted alongside | | Refinancing penalty forgotten | Funding need too small | An explicit line, `[测算]` unless documented | | Equity value and enterprise value conflated | The whole schedule is the wrong size | An explicit bridge, with every item | | Covenant headroom from memory | An invented threshold in a financing document | Only from a retrieved document; otherwise an open item | --- ## Verification before delivery 1. **Recalc.** `python3 ../xlsx-author/scripts/recalc.py "" 30`. Exit `0` clean · `2` fix and re-run · `3` **`recalc_unavailable` is NOT a pass** — no formula was evaluated; run `xlsx-author`'s substitute protocol (reference check, independent recompute in Python, assert the identities above) and record it in the coverage block · `1` hard failure. 2. **Audit.** Apply the model-scope audit conventions from the `audit-xls` skill (it ships with the `write-research` plugin; work its checklist by hand if it is not loaded). Its `sources = uses, exactly` identity and its merger-specific bug list — transaction fees not in sources and uses, fees not deducted from day-one equity — are this schedule's failure modes. 3. **Colour and comment sweep.** Every blue cell has a `Source:` comment; no calculated cell has one. 4. **Identity sweep.** Every row on `Checks` passes, and the on-sheet balance row reads zero. 5. **Sanity.** Pro-forma leverage plausible for the sector, no negative pro-forma cash, no error values anywhere. ## Delivery — the coverage block Close the delivery message with this block, verbatim heading — `## 覆盖范围与局限` for a Chinese deliverable, `## 覆盖范围与局限` for an English one — even when everything passed. ``` ## 覆盖范围与局限 检索于 / Retrieved: - Balance-sheet inputs retrieved: - Deal terms — announced: [披露]/[披露] - Deal terms — assumed: [测算]/[测算] - Deal terms — media only, uncorroborated: [媒体]/[媒体] - Balance check: sources − uses = 0, asserted on the face of the Sources & Uses sheet and on Checks - Formula evaluation: recalc.py evaluated all N formulas via LibreOffice, zero errors (exit 0) / recalc.py could NOT evaluate the formulas (exit 3, LibreOffice unavailable) — only a static lint plus the openpyxl reference/recompute/identity checks ran; the model is NOT verified and the user should confirm the numbers on open - 本次未能覆盖 / Not covered: - 数据滞后性 / Known lag: ``` `检索范围内未发现` means the source was queried and returned nothing; `源不可用` means it could not be queried. Neither is rendered as an absence of the thing itself. `recalc_unavailable` is not a pass, and this workbook is never described as verified without formula evaluation. This schedule stages a funding plan for the deal team. It does not opine on whether the deal should be done, does not commit financing, and does not set a price.