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Cap Table & Exit Waterfall Tool

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  Model Highlights

Financial model template to create a cap table through multiple rounds of investments, and forecast how investment rounds impact ownership, dilution, valuations, and distribution of proceeds to entrepreneurs and investors through a detailed exit waterfall. Used by investors, lawyers, and pre-seed, Seed, A, B, C, and post-funding stage companies to model equity rounds, convertible notes, post-money SAFEs and pre-money SAFEs, conversions, option pools, and many more funding round details. Unlocked - use in Excel or Google Sheets, edit anything - last updated in December 2021.

  Overview

Financial model template to create a capitalization table through multiple rounds of investments, and forecast how investment rounds impact ownership, dilution, valuations, and distribution of proceeds to entrepreneurs and investors through a detailed exit waterfall.

  Key features

Includes a core capitalization table, exit waterfall, and cap table summary that can be used by a company to model their cap table over time.

Contains a series of instructional sheets explaining how to issue equity, how to create an option pool, how to issue and convert a convertible instrument, SAFE, and post-money SAFE, how to create an exit waterfall, and how to value a company through multiple rounds of investment, helping teach how cap tables work so you can build your own specific to your situation if needed.

  Used by

Used by investors, founders, executives — CEO, CFO, COO, VP of Finance — or advisors, mentors, or consultants to build a cap table of exit waterfall for an idea-stage, pre-seed, seed, A, or B stage company.

  Easy to use

Standards-based, extensively tested and used by thousands of companies across a wide variety of business types, revenue models, and needs.

  Edit anything

Use in Microsoft Excel or Google Sheets; all cells and formulas are unlocked for editing and transparency, add on or edit for your specific situation.

   Personal support

Built by a professional financial modeler with experience as an investor and running forecasting inside startups. Responsive, personal support — chat, call, or email — and available for custom services.

  Updates

Updates distributed to registered users for free, download the latest through purchase receipt anytime.

Made by a professional modeler with 20+ years of experience

Taylor Davidson
Founder, Foresight

I created the financial models behind Foresight so early-stage entrepreneurs can spend less time on finance and more time on their products.

  • Started building models for startups in 2000
  • Started Foresight in 2008, full-time since 2014
  • Former NYC-based venture capital investor
  • Experience in ecommerce growth and analytics
  • Former private equity analyst, strategy consulting associate
  • MBA in Finance and Accounting

I care about financial modeling because I believe that financial models can help us make critical business decisions even if the models themselves are not “always right”. Financial models can help even the earliest entrepreneurs if we build “minimum viable models” to focus on the decisions that matter most.

@tdavidson, and more about me ›

What’s Inside the Model

I build standards-based, rock solid financial models to solve real business problems. Here’s what’s inside the Cap Table & Exit Waterfall Tool.

The model contains a cap table and exit waterfall that allows you to map out a number of fundraising rounds - from friends and family to F rounds and beyond, using whatever terms you are using for your rounds - using equity, convertible notes, SAFEs, and crypto issuances, and keeps track of ownership, dilution, and value throughout all rounds.

Handles the creation of option pools (either created in the premoney or the postmoney) and the conversion of convertible instruments to equity, using either the premoney, postmoney, percentage ownership, or dollars invested method.

Summary cap table provides a quick view of the major shareholders, simply select which round you want to show (and optionally, if you want to compare two rounds) and the summary automatically adjusts.

This cap table is different than the cap table integrated into the Standard Financial Model, as it provides more options and detail behind how cap tables work, and is easier to edit and understand.

As a note, maintaining a clean, accurate cap table for an operating company is difficult, and especially difficult in Excel. But when you want to understand how a capitalization table works and forecast how rounds of financing impact ownership, valuation, dilution, and exit proceeds, a spreadsheet can be great.

Once you’re running a company, I highly suggest checking out an online cap table management platform, including Carta, Captable, Visible, Capshare and others.

The exit waterfall takes the cap table and evaluates the distribution of proceeds to different classes of shareholders based on different liquidation preference structures, conversion scenarios, and the seniority of different share classes.

Visualizes the distribution of proceeds across a range of exit values, so that you can clearly see the impact of structures and the distribution to shareholders over multiple exit scenarios.

Assign each preferred equity share class as nonparticipating, full participating, or participating with a cap, and the model automatically adjusts the distribution of proceeds accordingly.

Summarizes the distribution of proceed with two charts to clearly show the percentage distribution and the total distribution of proceeds.

How to use the Exit Waterfall ›

Extra instructional sheets to show you the mechanics behind issuing a new equity round. Extensively noted to provide context and instructions to help teach you how to create your own cap table from scratch.

Extra instructional sheets to show how different methods of converting convertibles work, showing how the choice of conversion method impacts premoney valuation, postmoney valuation, share price, and share ownership. Demonstrates how discount rate, valuation caps, and interest rates impact conversions.

Provided examples of premoney conversion method, postmoney conversion method, and percentage ownership method, extensively noted to provide context and instructions to help teach you how to build conversions into your own cap table.

How to convert convertible instruments ›

Extra instructional sheets to show how creating an option pool impacts valuation, share price, dilution, and ownership. Demonstrates how to create an option pool in the premoney and postmoney, and highlights how the method used impacts dilution of shareholders in funding rounds, an important part of understanding how option pools impact effective valuations.

Extensively noted with context and explanations for each line so that you can build in an option pool into your own cap table if needed.

How to create option pools ›

Extra sheet for both investors and entrepreneurs to help value a company, using an expectation of future funding needs, exit potential, and valuations. Creates an analysis of proceeds, IRRs, and gross multiples given a range of investment and follow-on strategies.

Combines your forecast of the rates of companies raising additional rounds, failing, and exiting, with your forecast of exit multiples at each investment stage, to create probability-adjusted proceeds, IRRs, and gross multiples for an investment.

This sheet is a standalone sheet inside the tool, and thus can be used independently to evaluate a company’s valuation and expectation of proceeds to investors.

How to use the venture valuation tool ›

What’s Inside the Model

I build standards-based, rock solid financial models to solve real business problems. Here’s what’s inside the Cap Table & Exit Waterfall Tool.

Cap Table

The model contains a cap table and exit waterfall that allows you to map out a number of fundraising rounds - from friends and family to F rounds and beyond, using whatever terms you are using for your rounds - using equity, convertible notes, SAFEs, and crypto issuances, and keeps track of ownership, dilution, and value throughout all rounds.

Handles the creation of option pools (either created in the premoney or the postmoney) and the conversion of convertible instruments to equity, using either the premoney, postmoney, percentage ownership, or dollars invested method.

Summary cap table provides a quick view of the major shareholders, simply select which round you want to show (and optionally, if you want to compare two rounds) and the summary automatically adjusts.

This cap table is different than the cap table integrated into the Standard Financial Model, as it provides more options and detail behind how cap tables work, and is easier to edit and understand.

As a note, maintaining a clean, accurate cap table for an operating company is difficult, and especially difficult in Excel. But when you want to understand how a capitalization table works and forecast how rounds of financing impact ownership, valuation, dilution, and exit proceeds, a spreadsheet can be great.

Once you’re running a company, I highly suggest checking out an online cap table management platform, including Carta, Captable, Visible, Capshare and others.

Exit Waterfall

The exit waterfall takes the cap table and evaluates the distribution of proceeds to different classes of shareholders based on different liquidation preference structures, conversion scenarios, and the seniority of different share classes.

Visualizes the distribution of proceeds across a range of exit values, so that you can clearly see the impact of structures and the distribution to shareholders over multiple exit scenarios.

Assign each preferred equity share class as nonparticipating, full participating, or participating with a cap, and the model automatically adjusts the distribution of proceeds accordingly.

Summarizes the distribution of proceed with two charts to clearly show the percentage distribution and the total distribution of proceeds.

How to use the Exit Waterfall ›

Equity Issuance

Extra instructional sheets to show you the mechanics behind issuing a new equity round. Extensively noted to provide context and instructions to help teach you how to create your own cap table from scratch.

Conversion Methods

Extra instructional sheets to show how different methods of converting convertibles work, showing how the choice of conversion method impacts premoney valuation, postmoney valuation, share price, and share ownership. Demonstrates how discount rate, valuation caps, and interest rates impact conversions.

Provided examples of premoney conversion method, postmoney conversion method, and percentage ownership method, extensively noted to provide context and instructions to help teach you how to build conversions into your own cap table.

How to convert convertible instruments ›

Option Pools

Extra instructional sheets to show how creating an option pool impacts valuation, share price, dilution, and ownership. Demonstrates how to create an option pool in the premoney and postmoney, and highlights how the method used impacts dilution of shareholders in funding rounds, an important part of understanding how option pools impact effective valuations.

Extensively noted with context and explanations for each line so that you can build in an option pool into your own cap table if needed.

How to create option pools ›

Venture Valuation

Extra sheet for both investors and entrepreneurs to help value a company, using an expectation of future funding needs, exit potential, and valuations. Creates an analysis of proceeds, IRRs, and gross multiples given a range of investment and follow-on strategies.

Combines your forecast of the rates of companies raising additional rounds, failing, and exiting, with your forecast of exit multiples at each investment stage, to create probability-adjusted proceeds, IRRs, and gross multiples for an investment.

This sheet is a standalone sheet inside the tool, and thus can be used independently to evaluate a company’s valuation and expectation of proceeds to investors.

How to use the venture valuation tool ›

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Cap Table & Exit Waterfall Tool

Cap Table & Exit Waterfall Tool

Free USD

Downloaded over 15,500 times, a free tool that models a single company through multiple rounds of investment (equity, convertible instruments, SAFE) and shows how valuations, option pools, and raising money impact dilution and share ownership. Then, creates a full waterfall showing what the distribution of proceeds would be to all shareholders at exit. Additionally includes standalone instructional sheets detailing the mechanics behind new fundraising rounds, converting convertible notes, and distributing proceeds. Used by entrepreneurs to evaluate their funding strategy and their dilution, used by investors to forecast their proceeds based on current round valuation and potential future rounds.

See details ›

Frequently Asked Questions

Is this the right model for me?

Happy to help.

The forecast tools are all free tools that are built to handle specific kinds of forecasting, from wholesale sales and cash flow, or per-channel digital marketing and sales forecasts, to sales and inventories for ecommerce companies. They are not intended to be full financial models, but used appropriately can help you make important financial decisions about your business.

The base financial models are built to help an entrepreneur create financial projections for their business. The models provide an increasing amount of prebuilt detail and structure, from the Runway & Cash Budget Tool - the simplest - to the SaaS/Ecommerce/Services Models - the most complex - to help you find the right level of detail and structure you need in your forecasts.

The Standard is the best option for most businesses. The financial core contains all the details and reports necessary to build and present your financial model to executives and investors and make significant business decisions. The growth and revenue forecasts are prebuilt using the default revenue model, but the model also offers the Bring Your Own Model functionality to let use build or use your own revenue model with the financial core in the Standard.

If you need less detail - for example, if you’re an entrepreneur just getting started - then use the Runway & Cash Budget Tool (it’s free) or the Starter Model if you’re looking for the simplest, “Minimum Viable Model” for an entrepreneur to use to raise capital.

If you need more detail - for example, if you’re a SaaS, Ecommerce, or Services business and you need to model out lots of different subscription plans, SKUs, or projects - then the SaaS, Ecommerce, or Services modules / models would be the right fit. The Standard handles 1 “average” subscription, order, or project, and in most cases it’s still the right choice, but if you have a more evolved business and you need to detail each different plan, SKU or project that you offer, then you’ll want the more advanced models.

My general rule: start with the model that has less detail - just enough to accomplish what you need - and then either build in what you need or upgrade to a more advanced model with more features prebuilt. It’s usually easier and cheaper for you.

For a more detailed explanation, see how to select the right Foresight template ›

If you have questions, just email me at hello@foresight.is or call +1 646.770.0052 if it’s urgent.

How do I use the models?

Foresight’s models are Microsoft Excel™ files, and they are available for download immediately after purchase. You can also re-download them at any time in the future through your account on this site, and new versions are distributed to you by email for free.

The best way to use the templates is to first create a copy of the file you downloaded, rename it to something that makes sense to you, then open up the file in Excel or Google Sheets™, and start to familiarize yourself with how the model is structured. There are also a lot of explainers and how-to’s on this site under the Help section where I answer the most important and common questions people ask. But the models are extensively documented throughout, with notes and explainers on almost every line noting what the calculation is doing and it’s intent. The Outline sheet provides an overview of each sheet and a visual description of how the information is separated in the model and how the sheets flow together.

Then, start with the Get Started sheet(s) with the most important assumptions, and start filling in the inputs, which are clearly labeled. Then I typically start with modeling the operating costs to create a cost budget and an idea of predicted overhead expenses.

Next comes the revenues; with the Standard Model, start with the Get Started - Revenue Model sheet and use the labels to define the terminology you want to use in the default revenue model, then go through the inputs around growth channels, conversion and adoption, prices, and cost of sales. With other models, the structures are different, but the basic idea is the same.

By now, you’ll have a basic forecast, and now it comes down to looking at the Summary and Key Reports sheet(s) to see if the projections make sense: net income, top-line growth, margins, etc. And refining and iterating on the inputs until you get to a final result that makes sense for your business and your industry.

What software do I need?

Foresight’s models are Microsoft Excel™ files, and they are available for download immediately after purchase.

I recommend using Excel or Google Sheets™ for financial modeling, both in general and for Foresight templates specifically. In practice, I use Excel to build and edit models, and Google Sheets to share or collaborate with users. Excel is usually a faster platform for building models, but Sheets can be easier for sharing models with people.

Foresight’s models can be used in both Excel and Google Sheets interchangeably; simply upload the Microsoft Excel model template from Foresight into Google Sheets, and everything will work fine.

Additionally, Foresight is compatible with a few software platforms. See Recommended software ›

How long will it take to build a model?

It generally takes about an hour to go through the setup on the one (or two) Get Started sheets, the Revenue Model (Standard Model only), and input the operating expenses and hiring plan on the Costs sheet. Once you have a first draft of the model with the basic information, I find it takes another hour to adjust the inputs to create a set of forecasts that makes sense for your business, meaning the growth in revenues, gross margins, and net profit margins “make sense”.

If you are inputting past operational or financial data and creating rolling forecasts, or have a more complex business, it can take more time to get the added data into the model. If you are adding in a revenue model you’ve already built through the Bring Your Own Model functionality, the integration of the new revenue model is usually five to ten minutes. If you are creating your own revenue model from scratch, obviously the amount of time it takes is completely dependent on the complexity of your business, the level of detail you are modeling, and your own skills at spreadsheets and financial modeling.

Can I edit the models?

Of course! All formulas, cells and sheets are completely open, so you can edit anything to your liking. Each row on every sheet has a note about what that row’s calculations are trying to do, and many of the components are explained in the help files, so that you can see how I did it - and help you figure out how to change it to your liking.

How often are the models updated?

The models are updated no more than they have to, as changes can be disruptive to users. All purchasers get updates of new versions automatically by email, and the models come with Changelog sheets that describe the changes that happen in each model version. Most of the time the changes are new features that are optional for users to add.

Do you provide support?

Yes! You can email me anytime and I’ll try to respond as fast as I can. I’ve also spent a lot of time to build out the written and video documentation here on this site through the Help section, but I’m always happy to help. People say I provide good support, for what it’s worth.

Email support on how to use the models is free anytime, but I aso offer a 1 hour Get Started package which combines help on getting started using the model - walking through the inputs and struture with you on a phone call or screenshare, helping you set it up for your needs - and basic customization if necessary. This Get Started support can be purchased anytime: at time of model purchase or anytime thereafter. Details here ›

Do you build custom models?

Yes. I work with startups and investment funds, assisting with financial models for fundraising, capital planning, and market development strategy. I have experience from both sides of the table as a venture capitalist and a part-time CFO, and I’ve worked with thousands of companies throughout my career.

Most custom models I build fall under 2 areas:

  • Growth and revenue models to use with the Starter Model or Standard Model, leveraging the financial core of the model to keep the projects efficient and cost-effective
  • Complex cap table and waterfall models to help entrepreneurs and investors understand how the proceeds from transactions will be distributed.

I’ve built hundreds of custom models for business planning and financial analysis I’m always happy to talk about what you want to accomplish.

Contact me at hello@foresight.is or +1 646.770.0052.

Do you help with non-Foresight models?

Yes! I’m happy to take a look at your existing model and offer advice on how you can improve on it, or help you add in features or edits you need. I usually focus on how to make models more flexible, accurate, structured, and transparent. Contact me at hello@foresight.is.

Do you give workshops for entrepreneurs?

Yes! I’ve been a mentor at TechStars, ERA (Entrepreneur’s Roundtable Accelerator), AlphaLab, The Brandery, Launch Pad, and more accelerators, and I’ve worked with startups on product strategy, market strategy, financial projections, pitching, and fundraising. I love to teach entrepreneurs how to think about business strategy using the analytical processes that financial modeling builds, and I do in-person and virtual lectures, seminars, and one-day workshops on financial modeling for startups.

See Workshop Options ›

Do you offer bulk licenses?

Yes. For incubators, accelerators, and universities looking to purchase a model for a group of startups or entrepreneurs, bulk license purchasing is available at a discount. A license covers one model, and can be used for any of the startup financial models available (venture capital model is not available for bulk licensing).

See Bulk Licensing ›

Can I upgrade after purchasing?

Yes. If you find that you need more detail or structure from a more advanced model, you can apply your purchase towards a more advanced model. The structures are fairly consistent so it’s usually fairly easy to take any inputs from your existing Foresight model and use it in a more advanced model.

It’s a manual process for me to process an upgrade purchase, and I like to talk to you to make sure the more advanced model will be helpful for what you want to accomplish, so simply email me at hello@foresight.is to learn more.

Can I get a refund?

Sorry, but no. (Here’s why.) If you have any questions about the applicability of the models for your business or questions about the models, email me before purchase at hello@foresight.is so we can chat or schedule a demo.

After purchase, I generally offer exchanges, upgrades and downgrades to help you find the model that is the right fit for you. In all cases, just contact me.

Is payment secure?

Yes. We accept credit cards, debit card, and PayPal, and payments are handled by Gumroad. All transactions are TLS / SSL secured and no payment details are stored by Foresight (see here to understand the details behind our transaction provider, their security and how they never store payment details).

You’ll get a payment receipt by email immediately after purchase, and you can generate an official invoice through that receipt. Note, you will see Gumroad, not Foresight, on your credit card or PayPal statement.

Why am I charged VAT?

If applicable, VAT is additional to the listed product prices. EU law requires businesses, even US-based businesses, to charge VAT for digital goods sold to EU customers.

Businesses with a valid VAT number issued by any Member State of the EU can get a VAT refund after purchase. My transaction provider’s process for issuing a VAT refund is pretty simple; just click on the Generate Invoice link in your emailed purhcase receipt, enter your VAT number, and your invoice will be updated to show the VAT refund, and you’ll get the refund back to your payment method within a few days.