VC & PE Glossary
What Is Waterfall Chart?
Updated
Definition
A waterfall chart is a visual that shows how a starting value changes through sequential additions and subtractions — common in finance for revenue bridges, fund returns, and exit proceeds allocation.
Useful for: Founders, Investors
A waterfall chart is a step-by-step visual of how numbers move from a starting point to an ending point — each bar showing what added or subtracted along the way.
How it works
Common startup uses:
- ARR bridge: beginning ARR + new logos + expansion − churn − downgrades = ending ARR
- Cash bridge: opening cash + financing + operating cash flow − capex = closing cash
- Exit proceeds: enterprise value − debt − fees − series preferences − participation = common pool
Charts use floating columns — color green for positive deltas, red for negatives, anchored totals at start and end. Tools include Excel, Google Sheets, and BI platforms.
In M&A, lawyers and bankers produce exit waterfall charts at multiple price points so founders see sensitivity to earn-outs and escrows.
Fund LP reporting sometimes waterfalls cumulative distributions — paid-in capital returned, then profit splits — aligning with fund waterfall mechanics.
Why it matters
- Founders: Boards digest variance faster when bridges are visual, not buried in tables. Tie narrative to drivers — pricing, seasonality, one-time items.
- Investors: Waterfall charts expose whether small exit price changes wipe out common. Insist on updated charts when term sheets change preferences.
Common mistake
Building exit waterfall charts without option pool exercise and transaction bonuses — common holders look better on paper than in reality.
Related ideas
See also waterfall, liquidation waterfall, and ARR bridge reporting.
Related terms
- Liquidation Waterfall — A liquidation waterfall is the step-by-step order in which sale or dissolution proceeds flow to debt holders, preferred shareholders, and common — reflecting seniority, preferences, and participation terms.
- Waterfall — In venture and private equity, a waterfall is the ordered distribution of cash — from exits, dividends, or fund distributions — specifying who gets paid how much and in what sequence.
Common questions
Short answers for founders, LPs, and operators