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

Methodology: rules/valuation-methodology.md. EUR primary, CZK at 1 EUR = 25 CZK. Bear-case bias per rules/analysis-rules.md. All numbers Estimated unless flagged Verified. Compliance + missing-filings discount is applied explicitly.

Inputs (from docs/financial-data.md)

Method 1 — Multiples

Per valuation-methodology.md, niche/adult marketplaces trade at 1–3x EV/Revenue and 4–8x EV/EBITDA, with a 30–50% discount vs mainstream for payment-processor and reputational risk. Amateri deserves a smaller discount than SpicyMatch on compliance (multi-processor + entity verifiable) but a larger discount on growth (−17.5% MoM traffic decline). Net effect: anchor near SpicyMatch's discounted floor but with a slight bull-side premium if verified accounts arrive.

Applied multiples (bear-biased):

• EV/Revenue: 0.9x (low) / 1.4x (mid) / 1.9x (high)
• EV/EBITDA: 3.5x (low) / 5.0x (mid) / 6.5x (high)

Multiples range (triangulated): €0.6M – €1.6M – €2.3M

Method 2 — DCF

5-year projection, WACC 17% (slightly higher than SpicyMatch's 16% to reflect the declining-traffic signal + missing-filings overhang), terminal growth 1.5% (reflects CZ TAM cap).

Base case — revenue flat at €1.0M, EBITDA margin stabilizing at 35%, tax 19%:

• PV of 5-yr FCF @ 17%: ≈ €0.88M
• Terminal value = 275k × 1.015 / (0.17 − 0.015) = €1.80M; PV = €0.82M
• DCF enterprise value ≈ €1.7M (base)

Bear DCF (rev €0.4M → declining 10%/yr, EBITDA margin 25%, WACC 19%): ≈ €0.4M Bull DCF (rev €1.9M, EBITDA margin 42%, +5% growth, WACC 15%): ≈ €3.8M

DCF range: €0.4M – €1.7M – €3.8M

Method 3 — Asset Floor

Replacement-cost build-up:

Asset floor for Amateri is higher than SpicyMatch's (€2.2M) despite smaller global scale, because the CZ brand + multi-processor rails have real replacement cost that a new entrant could not buy.

Triangulated Range

Triangulation logic: multiples mid €1.6M, DCF mid €1.7M, asset floor €2.3M. Weighted 35% multiples / 35% DCF / 30% floor (floor weighted higher than SpicyMatch because Amateri's brand + tech + payment-rail replacement cost is more concrete). Computed mid ≈ €1.85M → €1.8M published. Low anchored below asset floor with diligence haircut (−50%) for the accounts-filing gap. High capped below bull-DCF to avoid pricing in a growth story that SEMrush already contradicts.

Offer

• Recommended opening offer: €1.2M (30M CZK) — just above low floor; anchors negotiation and preserves room
• Walk-away ceiling: €2.2M (55M CZK) — below DCF bull; preserves IRR cushion after integration + compliance remediation + back-filing penalties
• Target close price: €1.5M–€1.9M (37.5M–47.5M CZK)

Structure (recommended)

• 50% cash at close (€0.75M–€0.95M)
• 30% deferred earn-out over 24 months, tied to verified retained MAU + TTM revenue (€0.45M–€0.57M). Earn-out is higher than SpicyMatch's 25% to offset the filing-gap risk — seller bears the verification cost.
• 20% escrow / holdback for 24 months for reps & warranties — specifically indemnifying: missing 2021–2024 accounts exposure, 2023 notarial deed consequences, GDPR/DSA/AVMS gaps, tax back-filings, IP/trademark cleanliness, any undisclosed related-party flows to ScrumWorks-sibling Praha 5 entities (€0.30M–€0.38M)

Conditions precedent (must clear before close)

1. Management accounts 2021–2024 produced and reconciled to bank statements
2. 2023 notarial deed NZ 394/2023 decoded — copy + explanation of what changed
3. Register of Beneficial Owners extract confirming only Vtelenský + Dvořák as UBOs
4. Both founders commit to 12-month transition employment + 3-year non-compete
5. CZ tax reliability check (nespolehlivý plátce DPH) clean
6. Payment-processor statements 24 months; chargeback ratio ≤1.0% across all rails
7. CSAM scanning tooling confirmed live; moderation team + SLA documented
8. Age-verification upgrade plan (AVMS-compliant) agreed for Day-30 post-close
9. 2257 statement + DMCA designated agent + DPO — drafted and ready to publish Day-1
10. Trademark assignment of "Amateri" word mark to acquirer SPV
11. No ownership overlap with sibling ScrumWorks entities at Kloudova 991/10, Praha 5 (confirmed in writing)
12. Domain amateri.cz renewal through ≥2029 pre-close
13. No undisclosed DPA / law-enforcement / litigation matters

Walk away if

• Verified TTM revenue < €400k
• Management accounts 2021–2024 cannot be produced
• 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 (unspolehlivý plátce DPH)
• Any undisclosed processor termination in last 5 years
• CSAM/2257/AVMS compliance failure discovered that cannot be remediated in 30 days

Comparison to SpicyMatch

Net portfolio call: Amateri is the more SPA-able target — if management accounts land cleanly, it should close first. SpicyMatch is the bigger upside but gated on opaque offshore diligence that may not clear at all.