# Carta Series D Financial Model

Carta (formerly eShares) is a SaaS platform that digitizes cap table management, equity issuance, and ownership tracking for private companies, venture firms, and limited partners.

- Canonical: https://finamodel.com/startups/carta-series-d
- Excel download: https://finamodel.com/startup-models/carta-series-d.xlsx
- Category: Fintech
- Model type: SaaS ARR / Valuation
- Funding round: Series D
- Funding: $80M
- Founded: 2018
- Geography: USA primary (7 offices: Palo Alto, San Francisco, Seattle, New York, Salt Lake City, Princeton); international footprint implied (Rio de Janeiro office, "global problem" slide 21) [DECK slides 14, 21]
- Customer: B2B

## About the company

Carta digitises cap-table administration, equity issuance, and ownership records for private companies, venture funds, and limited partners. Its platform turns historically manual legal and finance workflows into subscription software with a system-of-record position.

At the Series D stage, Carta reported ARR as its primary metric and had built products beyond its original issuer cap-table base. The company’s expansion opportunity comes from serving more stakeholders across private-market ownership and fund administration.

The model should use a multi-segment SaaS ARR build: subscription customers, new-logo ACV, expansion ARR, churn, and implementation costs. Separating core company subscriptions from newer fund or LP products makes customer mix, sales efficiency, and gross-margin progression visible.

## What's included

- 5-year monthly revenue build with stage-appropriate growth assumptions
- Full P&L, headcount plan, and operating-expense schedule
- Cash-flow statement, runway, and burn-rate tracking
- Valuation via exit multiple with a DCF cross-check
- Returns analysis with MOIC and IRR
- Unit economics including CAC, LTV, payback, and cohort retention

## Product & value proposition

- Central registry of private asset ownership: shares, options, warrants, debt, membership units
- Electronic issuance of securities (shares, options, debt, derivatives) with tracking of ownership, restrictions, and shareholder info
- Automates approval and compliance workflows for new issues, transfers, and settlement
- Cap table management dashboard: tracks all issuer liabilities with historical view
- Shareholder portfolio view: tracks all owner assets across companies
- Network effect strategy: VC firms are the first network; LPs (fund membership units) are the second, larger network
- Revenue expansion path: sell software and financial products into each node - Companies → Venture Firms → Limited Partners → PE → All Private Companies → Public Companies → Transfer Agents → Employee Equity Brokerages → Real Estate → Other Privately Held Assets
- Vision: "ownership as simple as payroll" - extend to gig workers and non-employee stakeholders (Uber drivers, Airbnb hosts cited as illustrative examples, not customers)
- Positioning: utility / financial infrastructure ("financial cables") built to endure for a century

## Revenue model

- Primary: SaaS subscription fees from companies (issuers) - referred to as "subscription customers"
- ARR is the primary revenue KPI; $50M ARR at time of deck
- Two visible stacked revenue segments in ARR chart (blue = existing/core, green = newer/expansion segment - likely venture fund / LP product layer)
- CAC definition in deck: Sales & Marketing spend (fully loaded) + Net implementation cost (fully loaded), divided by new subscription customers
- Average ARR per new customer = ARR per new subscription customer × Subscription gross margin
- Financial products sold into network nodes (slide 11 references "financial products" alongside software)
- No per-seat, per-transaction, or specific tier pricing disclosed

## Traction & metrics

- ARR: $50M
- Subscription customers: ~10,000
- Shareholders on platform: ~700,000
- Employees: 450
- Offices: 7
- Founded: 2012
- ARR trajectory (from chart, Q1-16 through Q4-18E): started near ~$2M in Q1-16, reaching ~$50M in Q3-18 actual and ~$48–50M in Q4-18E
- ARR approximate quarterly readings (visual interpolation from chart):
  - Q1-16: ~$2M | Q2-16: ~$3M | Q3-16: ~$5M | Q4-16: ~$7M
  - Q1-17: ~$10M | Q2-17: ~$13M | Q3-17: ~$18M | Q4-17: ~$27M
  - Q1-18: ~$28M | Q2-18: ~$35M | Q3-18: ~$42M | Q4-18E: ~$48–50M
- Subscription customers trajectory (Q1-16 through Q4-18E):
  - Q1-16: ~1.5K | Q2-16: ~2.2K | Q3-16: ~3.3K | Q4-16: ~4.0K
  - Q1-17: ~4.5K | Q2-17: ~5.2K | Q3-17: ~6.0K | Q4-17: ~7.0K
  - Q1-18: ~7.5K | Q2-18: ~8.5K | Q3-18: ~9.2K | Q4-18E: ~10K
- Shareholders trajectory: started well below 100K in Q1-16; reached 700K by Q4-18

## Unit economics

- Payback period (months) - verbatim data points from chart:
  - Q1-17: 14.3 | Q2-17: 11.5 | Q3-17: 12.1 | Q4-17: 11.4
  - Q1-18: 21.1 | Q2-18: 18.2 | Q3-18: 21.1 | Q4-18E: 19.4
- Payback period lengthened significantly in 2018 vs 2017 (from ~11–14 months to ~18–21 months), suggesting rising CAC relative to new ARR per customer (likely from moving up-market or expanding S&M spend ahead of Series D)
- CAC definition: fully loaded S&M + net implementation cost per new subscription customer
- Average ARR per new customer = new customer ARR × subscription gross margin
- Gross margin %: referenced conceptually (subscription gross margin in payback formula) but no specific % disclosed

## Competition / moat

- Moat articulated as network effects: fractional ownership industries have strong network effects
  - Layer 1 (companies): VC firms connect companies to employees (equity holders)
  - Layer 2 (funds): LPs connect across VCs, companies, banks - "larger and more valuable network effect"
- Utility / infrastructure positioning: "financial cables" - switching cost argument, designed for century-long durability
- No named competitors in deck
- Problem framing: private assets are priced at $20K minimums vs public assets at ~$7 (illustrative comparison); private market illiquidity / opacity is the pain point

## Recommended financial model

- **Archetype + why:** SaaS ARR subscription model with multi-segment revenue build. Carta is a pure SaaS business with clean ARR, subscription customer count, and payback period data. The two-stack visual in the ARR and customer charts (blue = core cap table subscription; green = likely fund/LP product layer) calls for a two-segment revenue build. A 3-statement model is not warranted at this stage; a subscription ARR model with unit economics is the right vehicle.

- **Forecast horizon & granularity:** Quarterly actuals Q1-16 through Q3-18 (populate from deck data); Q4-18E per deck; then annual forecast FY2019–FY2022. Granularity: quarterly for near-term (2019), annual thereafter.

- **Key drivers & assumptions:**

| Driver | Value / Tag |
| -- | -- |
| ARR at model start (Q3-18 actual) | $42M |
| Subscription customers (Q4-18E) | ~10,000 |
| Implied ACV per customer (ARR / customers) | $50M / 10K = $5,000 |
| ARR YoY growth rate - FY2019 | ~50% (extrapolating from Q4-17 ~$27M to Q4-18E ~$50M = ~85% 2018 growth; deceleration expected post-Series D scale) |
| ARR YoY growth rate - FY2020–2022 | 40% / 35% / 30% declining ladder - typical SaaS deceleration at $50M+ scale |
| Net new subscription customers per quarter | ~500–700/qtr in 2019, growing ~15% annually, consistent with recent ~750/qtr adds |
| ACV growth (price × mix) | 5% annual increase - modest ARPU expansion as company moves up-market (consistent with rising payback period) |
| Subscription gross margin | 65–70% - typical B2B SaaS at this scale; used in Carta's own payback definition |
| CAC (fully loaded, per new customer) | ~$9,000–10,000 in FY2019, based on ~19–21 month payback × ~$5K ACV × ~65% gross margin |
| Payback period | 19–21 months; improving to ~18 months by FY2021 as S&M leverage improves |
| Shareholders per subscription customer | ~70 (700K shareholders / 10K customers); grows as larger companies adopt |
| S&M as % of revenue | ~40–45% in FY2019 (consistent with 19-month payback at 65% GMs) |
| R&D as % of revenue | 25–30% (typical early-scale SaaS) |
| G&A as % of revenue | 10–15% |
| Operating loss / EBITDA margin | 30% to -40% in FY2019, improving toward breakeven by FY2022 |
| Headcount | 450 employees at deck date; growing ~20% annually |
| Revenue from financial products (non-subscription) | immaterial / zero in near term - not quantified in deck |

- **Scenarios (Base / Bull / Bear - which variables flex):**
  - **Base:** ARR growth 50%/40%/35%/30%, payback ~19 months, gross margin 67%
  - **Bull:** ARR growth 65%/55%/45%/35% (LP/fund product accelerates, faster enterprise move-up); payback compresses to ~14 months by FY2021; gross margin 72%
  - **Bear:** ARR growth 35%/25%/20%/18% (market slowdown, longer sales cycles); payback stays 20+ months; gross margin 63% (higher implementation costs)
  - Flex variables: net new customer adds, ACV, S&M efficiency (payback period), gross margin

- **Required sheets / outputs:**
  1. **Assumptions** - all drivers, toggleable Base/Bull/Bear
  2. **ARR Bridge** - quarterly: opening ARR + new ARR + expansion ARR - churned ARR = closing ARR (by segment: core cap table, fund/LP)
  3. **Customers** - new adds, churn, ending count; ACV per cohort
  4. **Unit Economics** - CAC, avg new ARR per customer, payback period (replicate deck chart; validate against actuals)
  5. **P&L (Income Statement)** - Revenue (ARR converted to recognized revenue), COGS, Gross Profit, S&M, R&D, G&A, EBITDA, Net Income
  6. **Headcount & Opex detail** - employees by function, cost per head
  7. **KPI Dashboard** - ARR, customers, ACV, gross margin %, payback, YoY growth (mirror deck charts)
  8. **Scenarios tab** - side-by-side Base / Bull / Bear on key outputs

## Frequently asked questions

### Is the Carta Series D financial model free?

Yes. The Carta Series D model is a free Excel download with live formulas.

### Can I change the assumptions?

Yes. The workbook is editable and its live formulas recalculate when assumptions change.
