HomeSeller Claims

The seller says: “MRR has grown every month for two years”

A rising MRR line is the most persuasive chart in any deal, and it is also the most compatible with bad news. Net growth is the sum of four movements, and new-customer revenue can cover an arbitrarily high churn rate for as long as acquisition holds. What you are buying is the retained base; what the chart shows is the base plus the sales engine.

TL;DR: Monotonic MRR growth is compatible with deteriorating retention, because new sales can mask any churn rate. Here is how to decompose the growth into its four components.

What the claim usually means

Sellers show the net line because it is the line they run the business on, and because it is genuinely the right summary for an operator. For a buyer it is the wrong altitude: you are acquiring the installed base and inheriting a sales motion whose future you cannot observe. The decomposition is not something sellers withhold, it is something most billing dashboards simply do not display.

What it can hide

Four mechanisms account for most of the gap between this claim and what the raw rows show. They are not mutually exclusive and they compound.

1. Rising churn masked by rising acquisition

If new revenue grows faster than churned revenue, the net line rises while retention deteriorates. Plot churned MRR as a percentage of opening MRR by month. A rising series inside a rising net line is the finding.

2. Growth that is entirely price, not volume

Separate rate from quantity. Revenue per account rising while account count is flat means the growth came from pricing, which is finite and usually followed by elevated churn at the next renewals.

3. A single channel doing all the acquisition

If most new revenue arrives from one channel, the growth line is a bet on that channel persisting under new ownership. Directory rankings, integration marketplace placement and a founder's personal audience are all channels that do not transfer cleanly.

4. Late-stage flattening inside the trailing average

Twenty-four months of growth can contain six months of stagnation and still be described accurately as growth. Look at the last two quarters on their own, and at month-over-month growth rate rather than level.

How to verify it from the raw subscription export

Every step below runs on a subscription-level export in a spreadsheet. None of it needs access to the seller's live billing account, which matters, because as a buyer you will not get one.

  1. Rebuild MRR from the subscription rows for each of the last twenty-four months rather than trusting a reported series. Normalise annual plans to monthly. If your rebuild does not track the seller's chart, resolve that before anything else.
  2. Decompose each month into four buckets: new, expansion, contraction, churn. New plus expansion minus contraction minus churn must equal the change in MRR.
  3. Plot churned MRR as a percentage of opening MRR by month. This is the series that matters, and it is independent of how good the sales team is.
  4. Plot new MRR as a percentage of opening MRR. If it is falling while churn is flat, the growth line is about to turn regardless of retention.
  5. Split account count from revenue per account. Growth in the second with none in the first is a pricing story.
  6. Compute the quick ratio — new plus expansion divided by churn plus contraction — by month. It tells you how many dollars of growth are being manufactured per dollar lost.
  7. Look at the last two quarters in isolation, and at the trailing three-month growth rate rather than the two-year shape.

Reading the result

These are the thresholds we use in our own reports. They are working thresholds rather than industry standards, and the right line for a given deal depends on contract length, tenure and how transferable the customer relationships are.

What you findVerdictWhat to do about it
Churn as a share of opening MRR is flat or falling across 24 monthsGreenThe growth is coming from a base that also holds. This is the case the chart implies.
Churn share rising while net MRR risesPrice it inAcquisition is outrunning a worsening leak. Model what the line does if new sales fall 30% post-transition.
Account count flat, revenue per account risingInvestigateGrowth is pricing. Ask for the pricing-change history and check churn in the following two renewal cycles.
Quick ratio below 2 in recent monthsInvestigateEach dollar of growth is costing close to a dollar of loss. Efficiency is deteriorating even if the level is rising.
More than 60% of new revenue from one channelInvestigateThe growth line is a bet on that channel surviving the ownership change. Establish whether it transfers.

What to ask for in the data room

Ask for these before the LOI. After the LOI you are renegotiating rather than negotiating, and a seller who will not produce subscription-level rows has told you something useful either way.

A worked example

Illustrative. MRR rises from $40,000 to $70,000 over twenty-four months with no down month, which the chart shows clearly. Decomposed, churned MRR grows from 2.1% to 5.8% of opening MRR over the same period, while new MRR grows from 4.0% to 8.2%. The net line is monotonic because the sales engine accelerated faster than the leak widened. Underwrite the sales engine at its current rate and the model works; assume it falls by a third during the ownership transition, which is a common outcome when a founder-led channel changes hands, and MRR declines from month two. The chart was accurate and it was the wrong chart.

Why it matters to the price

This is the most consequential decomposition in buyer-side diligence, because a monotonic MRR line does more to justify a multiple than any other artifact and it constrains retention not at all. Underwrite the retained base and treat the sales engine as a separate asset with its own transfer risk. If the growth depends on a founder's audience or one channel placement, that dependency belongs in the structure — an earn-out, a transition services agreement, or a lower multiple.

The relevant tool on this site is the MRR trajectory forensics, which runs the arithmetic above on a file you paste in. The full method is documented in the 5-risk buyer-side method and the due-diligence checklist.

Other claims worth testing

All twelve seller claims →

Verify it against the raw rows

Every check on this page can be run by hand in a spreadsheet, and if you have the time you should. If you would rather not: send us the target's subscription export and we run the full human-reviewed analysis — logo churn, revenue churn, customer concentration, annual-plan decay, zombie MRR and an A–F revenue-quality grade. The free Starter tier covers one CSV per month, which is enough to check a single deal.

See a sample report →  ·  Get the free 23-point checklist →

Frequently asked questions

Can MRR grow every month while churn gets worse?

Yes, and it is common. Net MRR change is new plus expansion minus contraction minus churn. As long as new revenue grows faster than churned revenue, the net line rises no matter what retention does. That is why the decomposition matters more than the level.

What is the SaaS quick ratio and why should a buyer care?

It is new plus expansion revenue divided by churn plus contraction revenue. It measures how many dollars of growth the business manufactures per dollar it loses. A high level with a falling quick ratio means the business is working harder every month to keep the line rising, which is exactly the trend a new owner inherits.

How do I rebuild an MRR series from a subscription export?

For each month, sum the normalised monthly amount of every subscription active in that month, treating annual plans as their annual price divided by twelve. Do it for twenty-four months and compare your series to the seller's chart. A gap between the two is itself a finding worth resolving before you look at anything else.

9%
Median B2B SaaS revenue churn
88%
Median gross revenue retention
23
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