DealRisk · fictional buyer-side workpaper

Micro-SaaS diligence review

MetricNest · Organic visibility monitoring for independent ecommerce brands

Fictional scenario

Data snapshot

June 30, 2026

Seller asking price

$620,000

Seller-stated MRR

$18,420

Data-room reference

Seller data room · MN-042

01 · Executive readout

The supplied file is not yet sufficient to validate the headline claims.

The seller-reported revenue trend is positive, but the supplied package does not yet support an independent revenue tie-out. Traffic exposure is concentrated in organic search and two landing pages; retention and operating workload remain unverified. The next useful step is to obtain native, transaction-level source exports before relying on headline metrics.

First verification gate

Reproduce June MRR from subscription rows and reconcile processor payouts to bank deposits.

Second verification gate

Validate organic traffic and landing-page concentration in native sources, then connect pages to paid conversions.

Retention / transfer

No customer cohort or owner-workload data is included. Keep both as open diligence items.

02 · Seller-claim snapshot

June MRR, as stated

$18,420

Billing summary · source detail absent

Active customers, as stated

286

No dated customer export

Monthly logo churn, as stated

3.4%

Definition and denominator absent

Organic sessions, as stated

71%

Seller summary · native source absent

03 · Price arithmetic · descriptive only

Transparent calculations using seller-stated inputs

Asking price ÷ stated monthly MRR

33.7×

$620,000 ÷ $18,420

Stated MRR × 12

$221,040

Mechanical annualization; not audited revenue or a forecast.

Asking price ÷ annualized stated MRR

2.80×

Uses the unverified June MRR claim without normalizing earnings.

Submitted MRR trend

21.2%

$15,200 in Jan to $18,420 in Jun; seller series, unverified.

These ratios are arithmetic checks, not a valuation conclusion, comparable-company multiple, offer recommendation, or assessment of fair price. No earnings, owner compensation, taxes, working capital, debt, or normalized cash flow have been supplied.

04 · Revenue integrity workpaper

The $560 item is unclassified; count matching is not cash reconciliation.

Submitted facts

June MRR is reported as $18,420.
The sample bank review found about 91% of expected payout rows by count.
$560 remains unassigned in the sample.
Invoice-level detail, complete processor transactions, and matching full bank statements are absent.

What cannot be concluded

The 91% count match does not establish 91% dollar coverage. The $560 could be associated with fees, refunds, timing, reserves, or another item, but none of those explanations is supported yet. Its relationship to MRR is not established because the measures and periods have not been reconciled.

Required bridge

Gross customer billings → credits and refunds → processor fees and adjustments → net payout batch → bank deposit

Keep invoice, customer, balance-transaction, payout, and bank-line identifiers so each stage can be traced. Recompute MRR independently from active paid subscriptions using a written definition and report one-time amounts separately.

Current status

Priority 1 · source rows and dollar bridge not supplied.

Close when

June MRR is reproducible, payout batches tie to bank lines, and every in-scope variance is supported or explicitly unresolved.

05 · Traffic durability workpaper

Reported search exposure needs a native-source and conversion-level test.

Organic share of sessions

71%

Seller summary

Top two pages / organic visits

46%

Seller summary; page export absent

Organic traffic, QoQ

-18%

Comparison window unverified

Analysis procedure

1Request 16 months of read-only GA4 data by month, channel, landing page, country, device, and defined funnel event; include property time zone and consent configuration.
2Request 16 months of Search Console page and query exports with clicks, impressions, CTR, average position, device, and country.
3Separate branded from non-branded demand and reconcile GA4 organic sessions to Search Console clicks, noting the expected measurement differences.
4For the top landing pages, compare sessions → qualified signup → paid conversion by month and identify content, ranking, or product changes that coincide with movement.

A session decline is not itself a revenue decline. Determine whether the seller’s periods are comparable and whether the affected pages drive qualified signup and paid conversion before assessing operating significance.

06 · Retention and customer quality

The 3.4% churn statement has no reproducible definition yet.

The seller states 286 active customers and 3.4% monthly logo churn. No cohort rows or churn denominator were provided. Do not annualize the stated percentage or infer lifetime value from it; first establish the underlying event definitions and customer population.

Define

Active, paid-through, churned, paused, failed payment, reactivated, and observation date.

Reconcile

Opening customers + new customers − churn + reactivations = ending customers.

Separate

Logo churn, gross revenue retention, and net revenue retention; document each denominator.

07 · Findings register

Evidence, interpretation, uncertainty, and closure test

Reported MRR is not yet reconciled to cash settlement

Revenue · Seller billing export and partial bank sample

Priority 1

Source quality: Seller-supplied summary plus incomplete bank evidence; no independent source access.

Evidence in scenario

The seller billing export reports $18,420 MRR as of June 30, 2026.
The supplied bank sample identifies about 91% of expected payout rows by count; the sample period and expected-row denominator are not documented.
$560 remains unassigned. The file does not show whether it reflects processor fees, refunds, timing, reserves, or a different issue.
The reported 91% is a row-count match, not 91% of revenue dollars. It cannot be used as a cash-coverage percentage.

Interpretation: There is not yet a supportable bridge from customer billings to processor payouts and bank deposits. A count-based match can conceal large or systematically missing dollar items.

Open uncertainty: Gross versus net MRR, taxes, annual plans, discounts, failed payments, refunds, chargebacks, reserves, fees, and payout timing have not been defined or independently checked.

Verification procedure

1.Obtain 12 months of invoice and subscription rows with stable customer IDs, invoice status, currency, plan, billing interval, discounts, credits, and timestamps.
2.Obtain processor balance transactions, payout batches, fee schedules, refunds, disputes, reserves, and complete matching bank statement lines for the same dates.
3.Build a month-by-month bridge: gross billings → credits/refunds → processor fees and adjustments → net payout → bank deposit; retain IDs that link each stage.
4.Reperform the June MRR calculation from active paid subscriptions and separately list timing items, annual-plan treatment, failed collections, and one-time charges.

Close when: A reviewer can reproduce the June MRR from source rows, trace payout batches to bank lines, and see every remaining variance itemized with supporting documentation and an agreed scope.

Organic acquisition is concentrated and the reported trend is weakening

Traffic · Seller analytics summary and landing-page export

Priority 1

Source quality: Summary supplied by the seller; native GA4 and Search Console data not delivered.

Evidence in scenario

Organic search is reported as 71% of sessions.
Two landing pages are reported to generate 46% of organic visits.
The shared summary reports an 18% quarter-over-quarter decline in organic traffic.

Interpretation: A channel-level share and a small number of high-volume entry pages can create exposure if those pages lose rankings or conversion efficiency. Session volume alone does not establish trial starts, paid conversions, or revenue contribution.

Open uncertainty: The comparison window, seasonality, branded traffic, bot filtering, attribution rules, event quality, and page-to-paid-customer conversion are unknown. The reported decline has not been reproduced in a native source.

Verification procedure

1.Request 16 months of read-only GA4 data by month, channel, landing page, country, device, and defined funnel event; include property time zone and consent configuration.
2.Request 16 months of Search Console page and query exports with clicks, impressions, CTR, average position, device, and country.
3.Separate branded from non-branded demand and reconcile GA4 organic sessions to Search Console clicks, noting the expected measurement differences.
4.For the top landing pages, compare sessions → qualified signup → paid conversion by month and identify content, ranking, or product changes that coincide with movement.

Close when: Native, date-aligned exports reproduce the channel and page shares, explain the quarter-over-quarter movement, and show which pages and query groups contribute to qualified signups and paid customers.

Retention claims cannot be reproduced from customer-level data

Retention · Seller overview; customer cohort export absent

Priority 1

Source quality: 286 active customers and 3.4% monthly logo churn are stated figures without supporting rows.

Evidence in scenario

The seller reports 286 active customers as of June 30, 2026.
The seller reports 3.4% monthly logo churn, but has not defined the starting population or event rules.
The data room contains no monthly customer cohort, cancellation, failed-payment, pause, or refund detail.

Interpretation: The current package does not support a re-performance of logo churn, gross revenue retention, or net revenue retention. A single churn percentage is not comparable without a fixed definition and cohort basis.

Open uncertainty: The observation window, new-customer treatment, involuntary churn, reactivations, pauses, downgrades, annual renewals, and revenue denominator are unknown. No annualized churn or lifetime-value inference should be drawn from the stated rate.

Verification procedure

1.Request a pseudonymous customer/subscription export with start, paid-through, cancellation, reactivation, pause, plan-change, invoice, and refund dates.
2.Agree written definitions for active customer, logo churn, gross revenue retention, and net revenue retention before calculating them.
3.Rebuild monthly starting cohorts and reconcile opening customers + new customers − churned customers ± reactivations to ending customers.
4.Recalculate gross and net revenue retention separately, documenting treatment of expansion, contraction, refunds, and annual billing.

Close when: The 286 active-customer count and stated churn can be reproduced from dated source rows, with definitions, cohort movement, and revenue-retention calculations visible for review.

Founder-dependent work and transfer requirements are not sized

Operations · Seller questionnaire; operating records absent

Priority 2

Source quality: Narrative response only; no recurring-work log or system ownership map.

Evidence in scenario

The seller says they handle first-line support and editorial production.
No monthly hours by activity, operating calendar, or support-volume history was supplied.
No runbook, privileged-access inventory, backup/restore evidence, or transition plan is in the sample data room.

Interpretation: The questionnaire identifies workstreams that may need to transfer, but does not establish how much work they require or whether critical systems can be operated without the founder.

Open uncertainty: Support volume, release practices, contractor involvement, infrastructure ownership, incident history, recovery objectives, and post-close availability are unverified.

Verification procedure

1.Request a 90-day support ticket sample and a 4-week time log split across support, engineering, content, billing, and administration.
2.Map systems, domains, cloud accounts, repositories, payment/analytics ownership, third-party dependencies, recovery contacts, and administrator access.
3.Ask the seller to demonstrate the deployment, backup restore, customer escalation, and content-publishing workflows using a written runbook.
4.Document the proposed transition period, hours, named owner, handoff artifacts, and any work that remains dependent on the seller.

Close when: A buyer can name an owner and documented procedure for each recurring task and critical account, with transfer steps and post-close support explicitly agreed.

08 · Evidence request register

Prioritized data-room asks

P1
12-month invoice, subscription, refund, credit, and plan-change export
Purpose: Reperform reported MRR and distinguish recurring subscription revenue from timing items and one-time amounts.
Minimum usable export: CSV with stable pseudonymous customer IDs, invoice/subscription IDs, timestamps, status, currency, gross amount, discount, tax, credit/refund, and plan interval.
P1
Processor balance transactions, payout batches, fee detail, and matching bank lines
Purpose: Explain the $560 variance and convert the payout-row match into a complete dollar-based settlement bridge.
Minimum usable export: Same 12-month period; transaction and payout IDs retained; complete statement pages; every unmatched or adjusted item annotated.
P1
16-month read-only GA4 landing-page and funnel export
Purpose: Reproduce channel mix and determine whether concentrated sessions create qualified trials and paid customers.
Minimum usable export: Monthly source/medium and landing-page rows with sessions, defined signup/trial/paid events, country, device, property time zone, and event definitions.
P1
16-month Search Console page and query history
Purpose: Validate the reported organic decline, top-page concentration, branded demand, and query-level exposure.
Minimum usable export: Native monthly page/query export with clicks, impressions, CTR, average position, device, and country, including property and export dates.
P1
Pseudonymous subscription lifecycle and customer cohort export
Purpose: Recalculate active customers, logo churn, gross revenue retention, and net revenue retention using agreed definitions.
Minimum usable export: Customer/subscription ID, start/end/paid-through dates, plan and amount history, pause/reactivation, failed payments, cancellations, refunds, and renewal events.
P2
Recurring task log, critical-system map, runbooks, and transition proposal
Purpose: Size owner dependency and establish who can operate the product, support customers, and recover critical systems after handoff.
Minimum usable export: Named system owners, admin-access transfer steps, recurring hours, support sample, tested recovery procedure, runbook links, and seller availability by week.

09 · Seller interview guide

Questions with a verification purpose

01Can you walk us from June billed subscriptions to each processor payout and bank deposit?Why ask: The current 91% match is measured by payout-row count, while the file still carries a $560 item and does not show dollar coverage.Follow-up: Which billing period and expected-payout denominator were used? How are fees, refunds, reserves, failed payments, annual plans, and settlement timing treated?Evidence: Invoice-level export, processor balance transactions and payout IDs, fee/refund ledger, and complete corresponding bank lines for 12 months.
02What is included in the $18,420 June MRR calculation?Why ask: A headline MRR figure is not reproducible until active-subscription, discount, annual-plan, failed-payment, tax, and one-time-revenue rules are explicit.Follow-up: Please show the calculation at customer/subscription level and identify any manual adjustments or excluded accounts.Evidence: June 30 subscription snapshot, plan/price history, invoice statuses, and the written MRR definition used in the listing.
03Can you reproduce the 71% organic share, 46% top-two-page share, and 18% quarterly decline from native exports?Why ask: Those three claims describe different views of exposure; the summary does not establish conversion contribution or source-system integrity.Follow-up: What are the exact comparison dates, branded versus non-branded splits, page-level conversions, event definitions, and any tracking changes?Evidence: 16 months of GA4 landing-page/channel funnel exports and Search Console page/query exports with property settings and export timestamps.
04How is the stated 3.4% monthly logo churn calculated?Why ask: The result changes materially depending on starting population, cancellations, pauses, failed payments, reactivations, and annual renewals.Follow-up: Please define the numerator, denominator, event date, observation window, and treatment of involuntary churn and returning customers.Evidence: Pseudonymous subscription lifecycle rows and the seller's monthly churn workbook or query logic.
05Which recurring tasks and critical systems still depend on you personally?Why ask: The questionnaire names support and editorial work but does not size hours, access, process knowledge, or recovery dependencies.Follow-up: What would stop operating for one week if you were unavailable, and what handoff or training would remove that dependency?Evidence: Recent support sample, four-week work log, system/access map, deployment and recovery runbooks, and proposed transition calendar.

10 · Suggested diligence workplan

Sequence the tests around evidence dependencies

WORKSTREAM 01 · 60–120 minutes after complete exports are received

Rebuild the revenue-to-cash bridge

Objective: Establish whether the seller's June MRR can be reproduced and whether billed amounts settle to the bank as represented.

•Normalize invoice, subscription, processor, payout, and bank rows to a shared period and stable IDs.
•Recompute active recurring billings under a written MRR definition; exclude one-time items and list exceptions separately.
•Bridge gross billings to net settlements and bank deposits; investigate unmatched counts and dollar variances separately.

Workpaper: A monthly tie-out workbook with source links, definition notes, variance categories, and a list of unresolved rows.

Dependency: Invoice/subscription export, processor ledger and payout detail, fee/refund data, and complete matching bank statements.

WORKSTREAM 02 · 60–90 minutes with read-only source access

Reproduce organic demand and page concentration

Objective: Validate the seller's traffic claims and connect channel/page movement to signup and paid conversion events.

•Rebuild the monthly channel mix and top landing-page shares from native exports.
•Compare like-for-like periods, brand versus non-brand queries, device/country segments, and any tracking changes.
•Trace the top landing pages through qualified signup, trial, and paid conversion; document where source systems cannot be reconciled.

Workpaper: A 16-month channel/page trend table, concentration view, conversion contribution summary, and exceptions log.

Dependency: GA4 landing-page/event export, Search Console page/query export, and written event definitions.

WORKSTREAM 03 · 45–90 minutes after the lifecycle export is received

Recalculate customer retention

Objective: Test the seller's active-customer count and churn claim using consistent monthly cohorts and event rules.

•Agree the definitions for active, churned, reactivated, paused, and paid-through before calculation.
•Reconcile opening customers, additions, churn, and reactivations to monthly ending customers.
•Calculate logo churn, gross revenue retention, and net revenue retention as separate measures with stated denominators.

Workpaper: A cohort table with formulas, customer-count movement, revenue retention, and definition notes.

Dependency: Pseudonymous subscription lifecycle rows, invoice amounts, plan changes, cancellations, pauses, and refunds.

WORKSTREAM 04 · 60–90 minutes plus seller walkthroughs

Map operating continuity and handoff

Objective: Identify work, accounts, and recovery knowledge that must transfer for a buyer to operate the service.

•Inventory recurring tasks, time spent, current owner, deadline, and operating consequence if missed.
•Map administrator access and third-party dependencies without collecting credentials in this demo.
•Review deployment, incident, backup-restore, support-escalation, and content workflows; list undocumented steps.

Workpaper: A transfer register with task/system owner, handoff artifact, open dependency, and proposed transition owner.

Dependency: Seller work log, system map, runbooks, support sample, and a defined seller transition window.

Effort is indicative and assumes complete, usable materials; it excludes seller response time, remediation, and investigation of exceptions.

11 · Scope and limitations

This scenario is entirely fictional. The described data-room files, operating history, and seller statements are illustrative, not observations about a real company.
No native billing, bank, analytics, Search Console, customer, or infrastructure source has been connected or independently authenticated.
Seller-reported figures are not treated as verified findings. All percentages and periods retain the definitions and limitations stated beside them.
Price-to-MRR calculations are arithmetic using the seller's stated asking price and MRR only. They are not a valuation, market benchmark, offer recommendation, or financial, legal, or tax advice.

Seller-reported amounts and traffic claims are presented as claims. No underlying company data is connected to this demo. Review procedures and example workpapers are illustrative and should be adapted to the buyer’s scope and qualified advisers.