Profitable SaaS Exit Value: Clean ARR and No Option Overhang

Buyers pay for current clean ARR, not the last round

When a buyer asks what your profitable SaaS is worth, the first number they check is the ARR you can defend today. The Miro sale shows why the last round is not the answer. Bending Spoons paid $1.36 billion in cash for Miro, versus a $17.5 billion valuation assigned to Miro in late 2021, and the drop shows SaaS valuation compression, making the old valuation a distraction.

Miro reported roughly $600 million in annual recurring revenue, with nearly 90 percent of it coming from business and enterprise customers. The company held about $435 million in net cash and was profitable when the deal was reported. Miro had close to 4 million paying users and more than 750 customers each contributing over $100,000 in ARR.

In 2022, Miro employed about 1,200 people, then cut staff twice, including 119 layoffs in February 2023 and a reported 275-person reduction in October 2024. Profit and cash are different, and the check depends on the bank balance.

The price rests on revenue that survives diligence, a cost base that does not depend on founder effort, and cash that is actually in the bank. Slower growth is not a flaw when the margin is real, the churn is low, and the burn is under control.

Repricing starts from the current revenue base, the current cash position, and the current risk of the cap table.

Make the two numbers current before you price the company

The question behind every bootstrapped company valuation is simple: what is my SaaS worth? The answer starts with two numbers: current clean ARR and no option overhang. Selling a profitable business is easier when both numbers can be verified in one pass.

Clean ARR is the number that survives review without a founder explanation. It should exclude one-time implementation fees, unused credits, and revenue from customers who are not renewing. If a line needs an explanation, it is not clean.

Option overhang is the second number because it changes who owns the company after the sale. The valuation model includes the shares that could be exercised, the cash that must be paid, and the dilution that lands on the buyer. If the cap table is unclear, uncertainty gets priced.

• Update clean ARR: a one-page schedule showing the last year of contracted recurring revenue, with one-time fees and unused credits removed.
• Defend the revenue: each line traces to a contract, a renewal date, and a customer who still uses the product.
• Close the option overhang: unvested equity, exercise terms, and promised shares are documented, priced, and either exercised or cleaned up.
• Reconcile net cash: the bank balance matches the number in the data room, not a forecast or a P&L line.
• Build the buyer math sheet: clean ARR, a defensible ARR multiple, net cash, and the resulting enterprise value on one page.

The usual mistake is leaving a stale ARR number in the data room because it flatters the story. Diligence finds the gap and discounts the whole package.

Turn clean ARR into a defensible offer

The ARR multiple for a profitable company should start from the revenue that can be kept. Durable enterprise revenue earns more confidence than many small accounts, because the next year can be modeled without guessing.

Net cash moves enterprise value to equity value. The equity value calculation starts with the enterprise value, then adds cash and subtracts debt to find what the shareholders receive. If the bank balance is higher than expected, the equity value rises without changing the revenue multiple. The bank balance is the number you read daily, and it should be the number a buyer sees.

The transaction carried a $1.355 billion enterprise value, and Miro's net cash lifted the implied equity value to about $1.79 billion. At that enterprise value, the price worked out to about 2.3 times ARR. The enterprise value to ARR multiple is the number used before net cash.

The two-number exit-readiness rule: keep clean ARR current and eliminate option overhang, then apply a realistic 2-3x ARR multiple for durable enterprise revenue and adjust for net cash. Exit planning is mostly maintenance: keep the two numbers current and the cash visible. When a buyer asks for the number, send the same sheet you use to run the company.