Define the revenue before scoring it
| Category | Evidence | Primary risk |
|---|---|---|
| Contracted recurring | Active enforceable agreement, defined service and billing terms | Cancellation, assignment or unprofitable service obligation |
| Subscription/membership | Active customer, payment authorization, benefit and renewal record | Inactive cards, low utilization masking future cost, easy cancellation |
| Scheduled repeat | Forward schedule or route with customer confirmation | No contractual commitment and route churn |
| Behavioral repeat | Observed repeat purchases without future commitment | Historical loyalty presented as contracted revenue |
| Project/backlog | Executed project scope and remaining work | Finite delivery obligation, not recurring revenue |
Reconstruct the active base
Start from customer-level agreements, billing transactions and service history—not a management total. One row should include customer ID, start and renewal dates, service tier, billing frequency, annualized billings, last payment, next service, status, cancellation terms, assignment/change-of-control language, location, gross margin, payment method and deferred service obligation.
Reconcile active-customer billings to the general ledger and merchant deposits. Remove cancelled, paused, delinquent, duplicated and never-activated accounts. Treat prepaid amounts and undelivered visits as obligations when evaluating working capital and purchase-price mechanics.
Metrics with explicit definitions
- Beginning recurring revenue: annualized recurring revenue active on the first day of the period.
- Gross retention: ending revenue from the beginning cohort before expansion, divided by beginning revenue.
- Logo retention: retained customers from the beginning cohort divided by beginning customers.
- Churn: report customer and revenue churn separately; state whether moves, nonpayment and service-area exits count.
- Attach rate: new agreements divided by eligible completed jobs or customers, with the denominator stated.
- Service gross margin: agreement billings less labor, materials, travel and other direct fulfillment costs.
- Concentration: top customer, top ten, channel, geography and commercial/residential exposure.
Use renewal cohorts, not one blended percentage
Group customers by start month or renewal year and follow each cohort through time. A blended renewal rate can remain stable while newer cohorts deteriorate. Show voluntary cancellation, failed payment, company-initiated cancellation and nonrenewal separately. For route businesses, map lost customers and travel time because revenue retention can coexist with declining route density.
Test unit economics and obligations
A plan can have attractive retention and poor economics. Measure acquisition channel, sales commission, initial discount, service utilization, callback/warranty cost, technician time, materials and travel. Compare cash collected with services owed. A prepaid annual plan may improve cash today while creating a closing liability for future visits.
Contract and platform transferability
Review assignment, change-of-control, price-change, auto-renewal, cancellation and notice language with counsel. Confirm that payment tokens, CRM records and customer consents can be handled under provider rules and applicable privacy requirements. Do not promise that reviews, profiles or payment authorizations transfer simply because the business name continues.
The scorecard
The companion workbook scores five evidence groups: data integrity, retention, economics, concentration and transferability. It deliberately does not convert the score into a valuation multiple. The output is a diligence priority and evidence map. A low score can sometimes be fixed before sale; a high score still requires buyer verification.
Minimum evidence pack
- Agreement templates and version history.
- Customer-level active base and twelve to thirty-six months of billing/service history.
- Cancellation, refund, failed-payment and complaint records.
- Service labor/material cost by plan.
- General-ledger and merchant reconciliation.
- Deferred revenue or remaining-service schedule.
- Assignment and provider-transfer review.
Retention needs time and cohort context
Calculate retention at comparable ages. A cohort started three months ago cannot be compared with a three-year cohort without censoring. Show customer survival at renewal events or defined months and include the number at risk. If contract terms vary, segment by plan/version. Recent marketing can inflate the active base while obscuring poor first-renewal performance.
Three-way recurring-revenue reconciliation
- Active customer/agreement file to billing platform or merchant tokens.
- Billing transactions to service events and future obligations.
- Billing/cash to general-ledger recurring-revenue accounts.
Investigate manual invoices, comp plans, bundled replacements, paused accounts, credits, refunds and duplicate locations. Record whether annualized revenue uses last billing, contractual rate or collected cash. A customer who paid last year but has no valid method or scheduled service may not be active.
Contract sample review
Select each current template and older versions still in force, plus large and unusual customers. Counsel should review term, renewal, price change, cancellation, refund, service scope, exclusions, assignment/change of control, notice, auto-renewal and governing law. Compare written terms with actual operations; inconsistent waivers or informal promises can change expected economics.
Route quality for scheduled services
Measure revenue and direct margin per route hour, drive miles per stop, stops per day, missed/cancelled visits, technician capacity and customer density. Map new and churned customers. A stable account count with longer travel can reduce cash flow. Separate growth created by route acquisitions from organic retention and disclose how duplicates or overlapping territories were handled.
Price realization and utilization
Compare contracted price, invoiced price and cash collected. Track discounts, skipped increases, refunds and failed payments. For memberships, compare included services with actual usage and callback cost by cohort. Low utilization can temporarily make a plan look attractive while storing dissatisfaction or future service demand.
Closing and working-capital schedule
At closing, produce an active-customer file, prepaid/deferred obligation schedule, failed-payment list, services owed, cancellation/credit reserve and assignment status. The purchase agreement should define treatment with adviser input. Do not value annual prepaid cash as both seller earnings and buyer working capital without accounting for the remaining service.
Build service cohorts that can be reproduced
Assign each customer an original start month and retain that cohort through renewals, plan changes and temporary pauses. For every month, count beginning customers, new customers, reactivations, cancellations, failed-payment losses and ending customers; reconcile the roll-forward. Calculate logo and revenue retention on the same eligible population and state how acquisitions, price changes and one-time projects are treated.
Inspect cohorts by source, territory, plan, tenure and salesperson. A growing total base can hide weak new-customer retention if older cohorts remain stable or marketing spend accelerates. Conversely, a customer who buys repeat projects without an obligation may be valuable but should not be labeled contracted recurring revenue.
Value the obligation with the payment stream
Annual prepayments improve near-term cash while creating visits, discounts, priority service or other future duties. Reconcile deferred revenue or an equivalent obligation schedule to active contracts and services remaining. Estimate technician hours, parts and fulfillment timing by cohort. A buyer needs both the customer asset and the cost and working capital required to honor it.
Use the working tools
Download the editable or printable companion materials referenced in this guide.
Primary sources and review notes
- Google Business Profile Help - Request Ownership — Example of a platform-specific ownership process relevant to transfer planning.
- Illinois General Assembly - Automatic Contract Renewal Act — Current statutory text relevant to consumer automatic-renewal terms; counsel should determine application.