Technical Debt: What it is, How Much of it You Can Live With, and How to Incorporate it into an Investment Thesis

My Guest

Chris Smith is the Managing Partner of Spellbound Partners, a a company that helps acquirors with technical due diligence, fractional CTO services, and outsourced development services, among other things. Chris has over 25 years of experience building software platforms, and is an expert in cloud computing and software as a service (SaaS). He has been a part of numerous founding startup teams and has led multiple teams through high-growth transitions.

Much of what we discuss today is intended to uncover how much “technical debt” any given target company may possess within its code base. Though substantially every software company has some amount of technical debt, those that are weighed down by an asymmetric burden of it tend to experience very real business problems that non-technical acquirors and CEOs may not fully appreciate.

As a result, prospective acquirors would be well served to thoroughly diligence the amount of technical debt possessed by any given target company, and proceed very carefully (or perhaps not proceed at all) with those companies who seem to possess much more than their fair share of it.

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Episode Summary with Timestamps

  • 00:00 Introduction to Technical Debt
  • 06:30 Understanding Technical Debt
  • 09:42 Evaluating Technical Debt in Acquisitions
  • 12:30 Technical Debt as a Business Problem
  • 15:39 Common Indicators of Technical Debt
  • 18:40 Investment Thesis and Technical Debt
  • 21:36 Tactical Approaches to Managing Technical Debt
  • 24:50 Hiring and Team Dynamics in Tech
  • 27:47 Identifying Technical Debt Risks
  • 30:37 Conclusion and Key Takeaways
  • 47:43 Shifting Mindsets in Tech Startups
  • 48:44 The Risks of an Outdated Technology Stack
  • 51:26 Quality Assurance: Indicators of Technical Debt
  • 54:17 Identifying Yellow Flags in Technical Debt
  • 57:04 Understanding Release Cadence and Its Implications
  • 59:46 Customer Implementation Challenges
  • 01:01:28 The Importance of Product Management Processes
  • 01:03:50 Evaluating Long-Term Product Viability
  • 01:05:28 Support Team Dynamics and Technical Debt
  • 01:07:18 Development Team Size and Its Implications
  • 01:08:22 Customer Concentration Risks
  • 01:10:22 The Impact of Diverse Customer Personas
  • 01:12:57 Knowledge Concentration and Its Risks
  • 01:14:21 Security Practices in Software Companies
  • 01:15:30 Hiring Technical Leadership as a Non-Technical CEO
  • 01:20:20 The Debate on Technical Debt’s Relevance
  • 01:25:41 Connecting with Spellbound Partners

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Thanks to our Sponsors

This episode is brought to you by ⁠⁠⁠⁠Oberle Risk Strategies⁠⁠⁠⁠, the leading insurance brokerage and insurance diligence provider for the search fund community. The company is led by ⁠⁠August Felker⁠⁠ (himself a 2-time successful searcher), and has been trusted by search investors, lenders, searchers and CEOs for over a decade now. Their due diligence offering (which is 100% free of charge) will assess the pros and cons of your target company’s insurance program, including any potential coverage gaps, the pro-forma insurance pricing, and the program structure changes needed for closing. At or shortly after closing, they then execute on all of those findings on your behalf. Oberle has serviced over 900 customers across a decade of operation, including countless searchers and CEOs within the ETA community.

This episode is brought to you by Boulay⁠⁠⁠⁠, the industry standard for Quality of Earnings reports, tax, and small business audit services. Over the past 20 years, Boulay has worked directly with hundreds of search funds from capital raise to exit, currently assisting over 150 funds in the search phase, another 125 in the operating phase. They work with Searchers across the entirety of the ETA journey: They perform financial due diligence and create QofE reports that your investors can rely on, they provide a full suite of tax services both for your search fund and for the acquired company, they perform the annual audits required by most debt and equity investors, and also perform outsourced accounting services, acting as a fractional bookkeeper and controller for those companies whose needs might not necessitate full-time in-house resources.


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