| Adjustment | Conservative | Base Case | Seller |
|---|---|---|---|
| Reported Net Profit | $903K | $903K | $903K |
| + Seller EBITDA adj. | — | — | +$39K |
| − Market CEO ($150K/yr) | −$150K | −$150K | — |
| − Market CTO ($120K/yr) | −$120K | −$120K | — |
| − USDT haircut (17.4% margin) | −$93K | — | — |
| Normalized Net Profit | $540K | $633K | $942K |
| Enterprise Value (2×) | $1,080K | $1,266K | $1,884K |
| Purchase Price (70%) | $756K | $886K | $1,319K |
~$270K/year in CEO+CTO pay is excluded from expenses. Profit is materially overstated.
10.3% of revenue flows through CEO's personal account. Cannot be audited via bank reconciliation.
Sense Bank ($100K/mo), Ukrainian Railways ($40K/mo), State ICS ($20K/mo) — zero war risk disclosure.
36-month view. Note April 2025 anomaly (50% gross margin, $174K net profit in one month).
Loss months shown in red. FY2025 had 2 loss months (Jan, Feb). Expenses fell 36% despite revenue growing 43%.
Year-over-year comparison across all key metrics.
| Month | Revenue | COGS | Gross Profit | Margin | Expenses | Net Profit |
|---|
Stacked view. Enterprise (dark blue) only emerged in late 2023 and is now the single largest segment — with zero client contracts in the data room.
Enterprise sales dominate at 47%. Combined with USDT, 57% of revenue has unresolved verification issues.
Outside-EU fell 81% ($1.69M → $314K) while Enterprise grew 179%. The same revenue? Or genuine contraction?
Monthly client receipts into the primary Estonian entity account. Outflows not visible from provided data (CIM export format only shows credits). Final balance: €325,259 as of Jan 21, 2026.
| Entity | Bank | Currency | Status | Notes |
|---|---|---|---|---|
| IT-Decision Telecom OÜ | CIM Bank (CH) | EUR | Provided | Jan 2024–Jan 2026 |
| IT-Decision Telecom OÜ | Paysera (LT) | EUR | Provided | Jan 2024–Jan 2026 |
| IT-Decision Telecom LLC (UA) | PrivatBank | UAH | Provided | 2024 + 2025 |
| ITD Telecom LLC (US) | Bank of America | USD | Missing | Not requested/provided |
| ITD Telecom LLC (US) | PayPal / Wise | USD | Missing | Not requested/provided |
| Founders (personal) | Binance (USDT) | USDT | Partial | 2025 ledger provided |
CIM Bank is a Swiss private bank for asset protection and high-net-worth clients. Not a typical banking choice for a €5M Estonian tech company. No explanation provided.
Founders confirmed on call: "dividends when the business allows." FY2025 was profitable in 10/12 months. Distribution amount is not disclosed anywhere in the data room.
ITD Telecom LLC (Delaware) handles $487K in US VoIP revenue. No bank statements for BoA, PayPal, or Wise were included in the data room.
Account held in CEO's personal name, not company name. Total 2025 deposits (920K USDT) exceed the P&L figure ($535K) by $385K — the excess is unaccounted for. Withdrawals (749K USDT) likely include founder salary distributions made off-book.
| Month | P&L USDT Revenue | Binance Deposits | Binance Withdrawals | Gap (Dep − P&L) |
|---|
Revenue booked in P&L but cash flows through a personal Binance account. Doesn't meet Estonian GAAP/IFRS standards required by the SPA. Cannot be reconciled via corporate bank statements.
USDT withdrawals ($749K in 2025) far exceed what's needed for business purposes. Most likely explanation: founders are using Binance withdrawals to pay themselves off-book — bypassing the P&L expense line entirely.
USDT appears in P&L in September 2024. If this was always happening, why only reported now? If genuinely new, what contracts govern these arrangements?
Sense Bank started Jan 2025 (tender win). Ukrainian Railways growing throughout 2024–2025. These are Ukrainian state/quasi-state entities in an active war zone. CTO is based in Kyiv.
| # | Customer | 24-Mo Revenue (EUR) | Type |
|---|---|---|---|
| 1 | senseBank_uk_t | 1,064,043 | 🇺🇦 State |
| 2 | UkrRailways | 477,777 | 🇺🇦 State |
| 3 | SMSAPI2_new | 442,929 | EU Carrier |
| 4 | Protel_SIM | 408,110 | Carrier |
| 5 | RouteSMS_Dir_HQ | 257,156 | Carrier |
| 6 | senseBank_uk_pr | 253,399 | 🇺🇦 State |
| 7 | RouteSMS | 251,026 | Carrier |
| 8 | GlobaHub_DIR | 233,311 | Carrier |
| 9 | TeleSign_SIM_3 | 188,564 | EU Tech |
| 10 | Granntech_dir | 175,552 | Carrier |
| # | Customer | 24-Mo Revenue (EUR) |
|---|---|---|
| 1 | Viota Group | 400,952 |
| 2 | Lexico | 343,704 |
| 3 | DIDLogic | 290,594 |
| 4 | MCT | 221,168 |
| 5 | DIDGLOBAL | 171,115 |
| 6 | RINGHD | 93,519 |
| 7 | Novametro | 90,443 |
| 8 | ICONNECT | 82,788 |
| # | Customer | 24-Mo Revenue (EUR) | Type |
|---|---|---|---|
| 1 | privatBank_tran | 287,914 | 🇺🇦 Bank |
| 2 | privatBank_prom | 272,521 | 🇺🇦 Bank |
| 3 | varus_prom | 168,817 | 🇺🇦 Retail |
| 4 | Lubimoe_Taxi | 61,921 | 🇺🇦 Local |
Neither Sergii (CEO) nor Denys (CTO) appears anywhere in 32-employee compensation file. Founders verbally claimed €10K/month each. January 2025 (loss month) Fix Rate salary = only $4,016 — impossible to accommodate both founders. Profit overstated ~$270K/year, reducing purchase price by ~$378K.
10.3% of FY2025 revenue booked in P&L but sits in CEO Sergii Diachenko's personal Binance account. Cannot be verified via corporate banking. Does not meet Estonian GAAP/IFRS. Binance deposits ($920K) far exceed P&L figure ($535K) — excess unaccounted. Likely also the founder compensation disbursement mechanism.
Seller explicitly confirmed financials are cash-basis. SPA Section 7.5 warrants "audited GAAP/IFRS financials have been delivered" — they have not. This is a warranty breach at signing. Independent audit is contractually required before final price is set.
Sense Bank ($100K/mo, Jan 2026 tender), Ukrainian Railways ($40K/mo), State ICS ($20K/mo) = ~$1.92M annualized. ~12–15 employees in Kyiv including CTO Denys Shkarupa (named Key Person in SPA). Zero mention of war-related operational risk anywhere in the data room.
Expenses fell 36% ($919K → $590K) while revenue grew 43%. Trade shows cut from $124K to $65K; bonuses fell $94K. Pattern consistent with seller cutting discretionary spend to inflate reference-year profit figure.
April generated 19% of full-year net profit in a single month. Annual average gross margin is 28.8%; April was 50.1%. No explanation provided. If one-time, should be normalized out of valuation.
Sergii's spreadsheet sets negative months to $0 rather than showing actual losses. Not a valid GAAP normalization. Reject this figure in any price negotiation — only mutually agreed, disclosed one-time items can be normalized.
OPEX detail file: ~$729,860. Main P&L: $590,372. Gap = $139,488. Likely source: undisclosed founder compensation removed from summary but visible in detail. An independent audit will surface this.
Proprietary platform developed by Ukrainian devs across all 4 entities. No formal IP assignment to IT-Decision Telecom OÜ. Must be a closing condition with executed agreements from all contributors.
You're acquiring the Estonian OÜ, but Ukrainian entity holds the biggest contracts and US entity handles VoIP. Consolidated P&L includes all 4 entities. Estonian standalone profitability has never been disclosed.
ITD Telecom LLC (Delaware) holds FCC registration FRN: 0033199233. Acquiring the Estonian parent may trigger FCC Form 499-A change-of-control notification. Could delay closing if missed.
SPA warrants "Company has no subsidiaries." Company has active US (Delaware) and Ukraine subsidiaries. Must be corrected with amended Schedule 7.3 before signing.
Largest revenue segment grew from near-zero in 2023. No client list, no contracts, no segment description in the data room. Almost certainly Ukrainian government tenders — but unconfirmed.
Yulia Varenichenko (Support SMS) listed at $20,000 USD/month. All other Ukrainian staff paid in UAH (~$250–$1,000/month). Almost certainly a UAH data entry error, but must be formally confirmed.