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SaaS Metrics That Lie: Technical Diligence for Software Acquisitions

SaaS metrics are easy to manipulate, hard to verify, and often disconnected from underlying technology reality. Here's what technical due diligence reveals that financial metrics hide.

When Metrics Mislead

A SaaS company looks great on paper: $5M ARR, 120% net revenue retention, 30% growth. The multiples suggest a $40M+ valuation.

But technical diligence reveals:

  • The platform can't handle 2x current load without major re-architecture
  • High retention is because customers are locked in by data, not value
  • Infrastructure costs are growing faster than revenue
  • The "platform" is actually 50 customer-specific deployments

Same metrics, very different investment reality.

Metric-Reality Disconnects

ARR Quality

Not all ARR is created equal:

  • Multi-tenant vs. single-tenant: Single-tenant "SaaS" has fundamentally different economics
  • Professional services dependency: If customers need heavy implementation, true SaaS margins don't apply
  • Contract concentration: A few large contracts create revenue risk
  • Contract terms: Annual commitments vs. monthly creates different stickiness

Retention Reality

High retention can mask problems:

  • Data lock-in: Customers stay because leaving is painful, not because they're satisfied
  • Contractual lock-in: Long-term contracts defer churn, they don't prevent it
  • Hidden churn: Customers reducing usage but maintaining subscriptions
  • Expansion vs. new logos: Growth from existing customers may not be repeatable

Growth Sustainability

Current growth doesn't guarantee future growth:

  • Technical ceiling: Platform may not scale to serve larger customers
  • Feature debt: Roadmap may be consumed by catch-up, not innovation
  • Team capacity: Can the team actually deliver the projected growth?

Technical Indicators of SaaS Health

Architecture Scalability

  • Can the system handle 10x current load?
  • Is scaling horizontal (efficient) or vertical (expensive)?
  • Are there architectural bottlenecks that will require re-engineering?

Operational Efficiency

  • What's the infrastructure cost per customer?
  • How much manual work is required for customer onboarding?
  • What's the support burden per customer?

Product Velocity

  • How quickly can new features be shipped?
  • What percentage of engineering time goes to maintenance vs. new development?
  • Is the technology stack supporting or hindering velocity?

Technical Debt Load

  • How much of the roadmap is remediation vs. new value?
  • Are there known issues being deferred?
  • What's the test coverage and code quality?

The Unit Economics Reality Check

Technical diligence should validate unit economics:

  • True CAC: Include implementation and customization costs, not just sales and marketing
  • True COGS: Include infrastructure, support, and customer success at actual cost, not allocated
  • Marginal customer cost: What does it actually cost to add one more customer?
  • Scale economics: Do costs decrease with scale, or increase?

Case Study: The Single-Tenant "SaaS"

An acquirer targeted a vertical SaaS company with impressive metrics: $8M ARR, 95% retention, 35% growth. Valuation expectation: $80M+.

Technical diligence revealed:

  • Each of 50 customers had their own deployment
  • Customization for each customer averaged $100K
  • Infrastructure cost per customer: $2K/month (not $200)
  • Upgrades required touching 50 separate environments
  • Support was reactive to each environment's unique issues

This wasn't SaaS—it was hosted software. The gross margins were 40%, not the 75% SaaS multiples assume. The realistic valuation: $35-40M, not $80M.

Key Takeaway: SaaS metrics require technical validation. Architecture, operational efficiency, and true unit economics often tell a very different story than the financial summary. Don't pay SaaS multiples for hosted software economics.

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