Valuation — Amateri (ScrumWorks s.r.o.)

UPDATED 2026-04-09 after verified FY2021–FY2024 accounts pulled directly from sbírka listin (see docs/financial-data.md). Valuation band RAISED materially. Methodology: rules/valuation-methodology.md. EUR primary, CZK at 1 EUR = 25 CZK. All headline financials now Verified (filed) rather than Estimated.

Inputs (Verified from filed účetní závěrky + back-solved revenue)

Valuation inputs (normalized for 2024 one-offs)

Normalization rationale: FY2024 net profit (€596k) is inflated by (a) one-off end of intangible amortization worth ~€245k/yr, (b) personnel cut of ~€80k/yr. Stripping both → normalized sustainable profit ~€271k. Adding back a partial credit for genuine operational improvement → €450k normalized base. Applying ~30% net margin → €1.9M base revenue.

Method 1 — Multiples

Per rules/valuation-methodology.md, niche/adult marketplaces trade at 1–3x EV/Revenue and 4–8x EV/EBITDA. With filed accounts now available, the filing-gap discount disappears. Declining-traffic discount remains. Net effect: anchor at the lower-middle of the niche-adult band.

Applied multiples:

• EV/Revenue: 1.0x (low) / 1.5x (mid) / 2.0x (high)
• EV/EBITDA: 4.0x (low) / 5.5x (mid) / 7.0x (high)

Multiples range (triangulated): €1.8M – €3.0M – €4.2M (doubled from prior €0.6M–€1.6M–€2.3M band)

Method 2 — DCF

5-year projection, WACC 16% (reduced from 17% — filing gap closed means discount rate lower), terminal growth 1.5% (CZ TAM cap).

Base case — revenue flat at €1.9M, normalized EBITDA margin 38%, tax 19%:

• PV of 5-yr FCF @ 16%: ≈ €1.91M
• Terminal value = 585k × 1.015 / (0.16 − 0.015) = €4.09M; PV = €1.95M
• DCF enterprise value ≈ €3.9M (base)

Bear DCF (rev €1.4M, EBITDA 30% → €420k, −5%/yr decline, WACC 18%): ≈ €1.7M Bull DCF (rev €2.4M, EBITDA 45% → €1.08M, +5% growth, WACC 14%): ≈ €6.8M

DCF range: €1.7M – €3.9M – €6.8M (roughly doubled from prior band)

Method 3 — Asset Floor

Replacement-cost build-up — unchanged except adjusted-upward tech valuation given proven revenue quality:

Plus a separate cash adjustment: the €960k of cash on the FY2024 balance sheet is a direct additive item if included in the transaction perimeter. Standard cash-and-debt-free deal mechanics would add cash to the enterprise value. If the deal is "cash-free, debt-free", the seller keeps the cash; if cash is transferred, add ~€960k.

Triangulated Range (REVISED UPWARD)

Triangulation logic: multiples mid €3.0M, DCF mid €3.9M, asset floor €2.6M. Weighted 35% multiples / 35% DCF / 30% floor = €3.19M → published €3.2M mid. Low anchored at asset floor minus 25% diligence haircut (shareholder loan risk + 2024 one-off risk). High capped at multiples high to avoid over-pricing bull DCF.

Offer (REVISED)

• Recommended opening offer: €2.2M (55M CZK) — at asset floor; anchors negotiation
• Walk-away ceiling: €3.8M (95M CZK) — below DCF base; preserves IRR cushion
• Target close price: €2.8M–€3.3M (70M–82.5M CZK)

Structure (recommended — revised)

• 55% cash at close (€1.5M–€1.8M) — higher than prior 50% now that accounts are verified
• 25% deferred earn-out over 24 months, tied to verified retained MAU + TTM revenue (€0.7M–€0.8M). Earn-out reduced from 30% (now that the accounts-gap risk is gone)
• 20% escrow / holdback for 24 months for reps & warranties (€0.55M–€0.66M) — specifically indemnifying:
  • Shareholder loan clearance (must be fully repaid or waived pre-close) — largest item
  • 2024 one-off profit components (acquirer must be made whole if they don't recur)
  • GDPR/DSA/AVMS gaps
  • Tax positions (VAT payable, corp tax payable on BS)
  • IP/trademark cleanliness
  • Any undisclosed related-party flows to ScrumWorks-sibling Praha 5 entities

Conditions precedent (must clear before close) — REVISED

1. Management accounts 2021–2024 DONE — pulled from sbírka listin, in targets/amateri/filings/
2. 2023 notarial deed NZ 394/2023 decoded — copy + explanation (still outstanding)
3. Shareholder loan (€1.56M) must be fully cleared pre-close — cash repayment or waiver + tax pre-structure
4. Management accounts H1 2025 + Q1 2026 to confirm the 2024 profit level is sustaining
5. Explanation of 2024 personnel cost cut — who left, why, and sustainability of team
6. Identification of 2024 one-off items embedded in the €596k net profit
7. Register of Beneficial Owners extract confirming only Vtelenský + Dvořák as UBOs
8. Both founders commit to 12-month transition employment + 3-year non-compete
9. CZ tax reliability check (nespolehlivý plátce DPH) clean
10. Payment-processor statements 24 months; chargeback ratio ≤1.0% across all rails
11. CSAM scanning tooling confirmed live; moderation team + SLA documented
12. Age-verification upgrade plan (AVMS-compliant) agreed for Day-30 post-close
13. 2257 statement + DMCA designated agent + DPO — drafted and ready to publish Day-1
14. Trademark assignment of "Amateri" word mark to acquirer SPV
15. No ownership overlap with sibling ScrumWorks entities at Kloudova 991/10, Praha 5 (confirmed)
16. Domain amateri.cz renewal through ≥2029 pre-close
17. No undisclosed DPA / law-enforcement / litigation matters
18. NEW: Seller disclosure of any competing acquisition process (bulk filing pattern suggests active sale)

Walk away if

• Verified TTM revenue < €1.2M (FY2024 back-solved band low)
• 2024 profit turns out to be predominantly a one-off (not a structural improvement)
• Shareholder loan cannot be cleared (owners refuse to repay or the tax cost is prohibitive)
• 2023 notarial deed reveals undisclosed IP transfer or related-party loan
• Either founder refuses lockup
• Chargeback ratio >1.5% on any processor
• CZ tax reliability flag
• Any undisclosed processor termination in last 5 years
• CSAM/2257/AVMS compliance failure discovered that cannot be remediated in 30 days
• H1 2025 run-rate falls below FY2024 annualized by more than 25% (Nov 2025 SEMrush traffic −17.5% MoM is already a warning)

Comparison to SpicyMatch (REVISED)

Net portfolio call (REVISED): Amateri is now valued ahead of SpicyMatch in both fair-value (€3.2M vs €3.0M) and opener (€2.2M tied). The verified FY2024 profit of €596k makes Amateri the second-highest-quality target in the workspace after JOYclub — ahead of both SDC and SpicyMatch. Amateri should be the second priority in the closing order, immediately after JOYclub.