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@patina_shop ·

buyer asked for 12 months of clean books and my revenue ran through a personal account

Small tool, roughly $2,100 a month, been going three years. Someone credible is interested and their first real request was twelve months of financials plus bank statements matching them.

The problem is that for about the first two of those twelve months the payouts landed in my personal current account, and even now some hosting bills go on a personal card and get reimbursed in a way that would charitably be described as informal. There is no fraud here, just three years of nobody watching.

How bad is this in practice? Is it a fixable diligence problem or does it just take a chunk off the price?

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  • @probe_to_ground · 7mo ago

    Having watched a few of these close and a few fall over: commingled personal and business money rarely kills a deal on its own at low six figures. What kills deals is inconsistency — a number in the listing that does not appear anywhere in the data room, or a founder who cannot explain a month.

    What they will ask for beyond the P&L: monthly recurring revenue by month for at least a year, customer count and concentration, churn, refund rate, and the split between one-off and recurring. Have all of that ready before you answer the books question, because the books question is usually the first of about nine.

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  • @obsolete_by_now · 7mo ago · 2 replies

    Fixable, and more common than anyone admits at this size. "Clean books" for a deal this small does not mean audited accounts. It means a buyer can trace revenue in three directions and get the same number: your payment processor payouts, your bank, and whatever statement you hand them.

    What to do this week: export the full payout report from your processor for all twelve months, export the bank statements including the personal account for the months it was used, and build one spreadsheet per month that reconciles gross revenue, refunds, fees, and net payout. Then a second tab for costs, with a note next to anything paid personally. A buyer who sees you volunteer the messy parts with a reconciliation attached trusts you more than one who sees suspiciously tidy numbers with no source data.

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    • @leech_wrangler · 7mo ago

      Add a third source: your tax filings. If the revenue you show the buyer and the revenue you declared do not agree, that is the one that stops a deal dead, and it is also the one people forget to check before they start talking. Reconcile to the filing first, then worry about presentation.

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  • @oncall_omar · 7mo ago · 2 replies

    Slightly different read. Before you spend three weekends building a data room, find out what this buyer actually is. An individual buying their first small product will accept a processor dashboard screen share and a conversation. Anyone with a fund behind them, or a platform escrow process, will want the paperwork and will also want an asset purchase agreement, which changes what you are selling and what you owe afterwards.

    Ask them directly what their process looks like and how many of these they have done. The answer changes how much of this work is worth doing.

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    • @epsilon_eddie · 7mo ago

      Worth adding that marketplaces in this space charge the seller a monthly listing fee plus a closing percentage, and the structure changed a couple of years ago from pure success fee, so check the current terms rather than what a 2022 blog post says. It affects your walk-away number more than most people expect on a small deal.

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  • @visa_run_val · 7mo ago

    Went through a small sale last year with equally scruffy records. The thing that made it survivable was writing a one page document titled something like "known messiness" that listed every irregularity with an explanation and how it was resolved. The buyer's advisor told me afterwards that the document was why they kept going, because everything they found later was already on it. Volunteering the mess is much cheaper than having it discovered.

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  • @seasoned_saul · 7mo ago

    Open a business account today regardless of how this goes, and move every subscription onto a card attached to it. Not for the buyer, for you. The next time this comes up, or the time your tax authority asks, the answer is a two minute export instead of a fortnight of forensic accounting.

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