Value-driven due diligence for small and smaller mid-cap deals

Financial databook

A structured databook built from P&L, balance sheet and source files, including revenue, margin and cash bridges. The factual basis for every further analysis.

Quality of earnings

Sustainable EBITDA after adjusting for one-off and special effects and for capitalised own work. The level the purchase price builds on.

Revenue analysis and revenue recognition

ARR and MRR, net revenue retention, churn and deferred revenue. We separate recurring from one-off income and show the real quality of revenue.

Net debt

A complete derivation including debt-like items, loans and provisions, ready to feed straight into the purchase price bridge.

Working capital

Normal level and seasonality including minimum liquidity, as a defensible basis for the working capital peg in the SPA. No argument about the target figure after the fact.

Business plan review

Bottom-up analysis of pipeline and growth assumptions including sensitivities and downside scenarios. We say whether the plan holds.

Market attractiveness

Market size, growth, structural drivers and regulation. We quantify how attractive the addressable market really is.

Competitive analysis

Market shares, differentiation, pricing power and barriers to entry, including how defensible the technological lead actually is.

Customers and demand

Customer concentration, retention, cohort and churn analysis. We test how stable and how dependent demand really is.

Business model analysis

Recurring versus project business, land-and-expand and pricing logic. We work out where the company actually makes its money.

Business plan challenge

We hold management's growth assumptions against market reality and show where the plan and the market part company.

Equity story and value levers

Buy-and-build logic, cross-selling and internationalisation from a market perspective. The value drivers that actually carry the business case.

Architecture and scalability

Will the architecture carry ten times the users, or are there single bottlenecks everything hangs on? We show where growth becomes risky.

Tech debt and code quality

How much hidden remediation sits in the code, and how quickly can the team ship new features? We put a number on the technical debt.

Security and data protection

How easily would an attacker get in, and what would a data breach cost? We test the actual weaknesses, not just the certificate on display.

Product and roadmap

Can the product really do what sales promises, and how much of it is already dated? We reconcile roadmap and reality.

IP and licences

Does the company really own what it sells? We check whether third-party or open-source code becomes a legal problem later.

Tech cost in euros

What does it cost to serve one customer, and is that bill growing faster than revenue? We translate the technology into concrete figures.

SPA support

We translate the due diligence findings into concrete warranties, indemnities and price adjustments, so that what was found arrives in the contract.

Purchase price mechanics

Locked box versus closing accounts, net debt and working capital bridges including definitions. The mechanics that decide what actually flows in the end.

Earn-out structuring

Metric definitions, covenants, shield and catch-up mechanics. Earn-outs that hold up in a dispute instead of becoming the breaking point.

Managing the interfaces

We coordinate financial, legal, tax and the other side from one place. One consistent set of facts across all advisors.

Signing and closing

Support through the closing process, from conditions precedent to post-closing adjustments, so that a signed deal becomes a completed one.

Negotiation support

Every price position is backed by defensible figures, available in real time. Claims are substantiated rather than merely asserted.