White paper No.1 · Series “De-risking the Investment”

The Invisible Debt: technical debt, the financial blind spot of due diligence

Why technical debt should be treated as an explicit financial liability, and how to detect it before the deal rather than discover it after closing.

Author
Renaud Perrier
Published
Format
PDF (EN)
Reading time of this page
2 min

The short answer

Technical debt behaves like a compounding tax, silent until it shows up in delivery times and then in the departure of the best engineers. A favorable ARR per R&D head ratio at one point in time can hide a dangerous trajectory. This white paper treats debt as a financial liability to document, with a repayment plan, not as a purely technical topic invisible to the Board.

Key takeaways

  • A good ARR per head ratio in one quarter proves nothing: you need its trajectory over eight quarters.
  • Code, architecture and test debt eventually slows every feature and inflates time to market.
  • A light audit is enough to frame the risk: test coverage, age of the core, obsolete dependencies.
  • Documenting debt as an explicit liability changes the conversation with the Board and the fund.

A compounding tax that shows up late

A favorable ARR per R&D head ratio can stay excellent for several quarters while code, architecture and test debt piles up. Four to six quarters later, the same ratio melts. The debt stays silent until it appears in delivery times, then in the turnover of engineers tired of working on a fragile core.

Pre-deal, asking for the ARR per head trajectory over eight quarters, crossed with a light audit of accumulated debt, is the cheapest way not to buy a hidden liability.

A lived case: three months of frozen roadmap

Collaborative SaaS scale-up (French unicorn). Servers could no longer keep up, scalability was gone and customers suffered unacceptable latency. A radical decision: stop the roadmap and all feature delivery for three months, every engineer focused on the debt. Result: six years without significant debt or a second incident of this kind.

The cost of one sacrificed quarter is lower than the downtime and lost customer trust of debt left to run.

Frequently asked questions

Frequently asked questions

Why is technical debt a financial due diligence topic?

Because it drives the Efficiency axis: a good ARR per head ratio can hide a debt that will slow every delivery and melt that ratio four to six quarters later.

What should be requested from a target pre-deal?

The ARR per head trajectory over eight quarters and a light debt audit: test coverage, age of the core, obsolete dependencies.

How should technical debt be presented to a Board?

As an explicit financial liability with a costed repayment plan, rather than as a technical topic.

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Renaud Perrier
Renaud Perrier

Tech and Product Operating Partner for Private Equity funds. Ten years at Microsoft, seven at Google, three CPO mandates in scale-ups.

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