Archive · March 2026 PDF Index
Archive · Reading version · The PDF is the authoritative document · Contains figures drawn from the OnQ CIM and subject to its non-disclosure agreement

Independent Valuation Assessment — OnQ

Value Masters Merchant Capital · VMM-ONQ-VA-2026-001 · March 2026 · Basis: disclosed CIM financials, FY2022 through projected FY2026

This is the document the 2025 simulation called for: an independent adviser establishing, with precision, what OnQ is worth as it stands — the benchmark against which any transaction price could be evaluated. It was prepared for ALA by VMM Capital and attached to the March 2026 Letter of Intent as Annex A.

Section 1

The assessed range

ScenarioValuation rangeEBITDA basis & multipleProbability weight
Pessimistic$12M – $16MLTM adj. EBITDA at 3.5× – 4.5×35%
Realistic (base case)$18M – $24MLTM adj. EBITDA at 5.0× – 7.0×45%
Optimistic$26M – $32MForward adj. EBITDA at 6.5× – 8.0×20%
Probability-weighted central estimate$18M – $22M——

The report attributes the ranges to elevated cost of capital, heightened buyer diligence standards on adjusted EBITDA quality, and observed multiple compression in the US retail fixtures manufacturing sector during 2024–2026.

Section 2

Financial performance as disclosed

($ in 000s)FY2022FY2023FY2024FY2025Proj. 2026
Revenue47,93542,10932,35449,03755,000
Revenue growth28.2%(12.2)%(23.2)%51.6%12.2%
Gross profit19,81918,65513,53318,48321,160
Gross margin41.3%44.3%41.8%37.7%38.5%
Operating income459870(4,632)1,4442,340
EBITDA7881,011(4,275)2,4773,378
Adjusted EBITDA3,8092,171(1,159)3,4724,099
Adj. EBITDA margin7.9%5.2%N.M.7.1%7.5%

The three observations drawn from it

Revenue volatility. The trajectory is materially non-linear. A 23.2% contraction in FY2024 — the most recent completed year at the time — represents a substantial impairment to the normalised earnings power narrative. The 51.6% recovery in FY2025 will be assessed by institutional buyers as partially cyclical and subject to reversion risk; disciplined acquirers will apply a normalised or trough-adjusted revenue lens.

Gross margin stability. Margins held within 37.7% to 44.3% across the period, reflecting reasonable operational consistency at the production level. The FY2025 figure of 37.7% represents a tightening that will require explanation in any diligence process.

EBITDA quality. Adjustments averaging approximately $2.0M per annum across the four-year period will attract heightened scrutiny from any institutional buyer. The gap between reported and adjusted EBITDA is material relative to the company's scale and requires substantive documentation of each adjustment item to survive due diligence.

Section 3

The EBITDA adjustment bridge

Adjustment item ($ in 000s)FY2022FY2023FY2024FY2025Proj. 2026
One-time systems implementation41715389——
One-time personnel expenses2675828343135
Extraordinary stock option expenses175233197159205
One-time facility move expenses—231,2934875
Above-market compensation34934418578100
Extraordinary board fees11372756778
Other one-time & miscellaneous1,700277993212228
Total adjustments3,0211,1603,115995721

VMM's conclusion on this table is the single most consequential judgement in the report: the recurring nature of certain adjustment categories — most notably stock option expenses, above-market compensation, and extraordinary board fees, each of which appears in every year including the projection — raises substantive questions as to their characterisation as non-recurring. Buyers will assess these case by case and are likely to add back only a portion in their underwriting EBITDA.

Section 4

The normalisation levels — the underwriting basis

Normalisation basisFY2025 LTMProj. FY2026
Management adjusted EBITDA (as presented)$3,472K$4,099K
Conservative buyer adj. EBITDA (~50% haircut on addbacks)$2,740K$3,350K
Moderate buyer adj. EBITDA (~25% haircut on addbacks)$3,110K$3,725K
Full acceptance of adj. EBITDA (management basis)$3,472K$4,099K

The prediction that proved out

VMM assessed that the majority of institutional and strategic buyers would apply a haircut of between 25% and 50% to the total addbacks presented by management, and identified this as the central driver of the valuation gap. Eighteen months later, bids of $25M–$35M imply 7.1×–9.9× FY2025 actual adjusted EBITDA but only 4.2×–5.9× the revised FY2026 projection. Buyers paid for proven earnings and discounted the projection — which is this prediction, confirmed.

Section 5

Methodology

Comparable transaction reference points

Discounted cash flow considerations

Asset replacement value

As a supplementary check, VMM considered the cost of assembling OnQ's operational capacity organically — US entity establishment, talent acquisition, customer relationship development, technology platform integration. This approach is particularly relevant for strategic buyers who would otherwise need to build rather than buy. The replacement cost framework supports a floor value of approximately $12M–$15M, consistent with the pessimistic scenario floor.

Section 6

Scenario detail

ParameterPessimisticRealisticOptimistic
EBITDA basisLTM FY2025, 50% haircut on addbacksLTM FY2025, 25% haircut on addbacksProjected FY2026, minimal haircut
Buyer-adjusted EBITDA~$2.7M~$3.1M – $3.5M~$3.7M – $4.1M
Applied multiple3.5× – 4.5×5.0× – 7.0×6.5× – 8.0×
Implied enterprise value$9.5M – $12.2M$15.5M – $24.5M$24.0M – $32.8M
Scenario range$12M – $16M$18M – $24M$26M – $32M

On the pessimistic case, VMM described this as the most likely outcome from a standard sell-side auction driven by financial buyers: the FY2024 revenue contraction serves as the primary anchor, and the elevated adjustment burden suppresses the multiple that can be justified. On the optimistic case, achievement is stated to be contingent on competitive tension between at least two or three serious strategic or hybrid buyers, a clean quality-of-earnings process validating substantially all adjustments, and a demonstrated forward revenue pipeline supporting the projected growth rate.

Section 7

Factors that support and constrain value

Supporting

Constraining

Critical due diligence items identified

Each of these six items reappears, expanded, in the October 2026 diligence request. They were identified eighteen months before they were asked.

Section 8

Transaction price context

Reference pointEnterprise valueImplied LTM EBITDA multiple
VMM — pessimistic scenario$12M – $16M3.5× – 4.6×
VMM — realistic scenario (base case)$18M – $24M5.2× – 6.9×
VMM — optimistic scenario$26M – $32M7.5× – 9.2×
VMM — probability-weighted central estimate$18M – $22M5.2× – 6.3×
US retail fixture sector transaction comparable range—4.0× – 7.0×

Measured against the October 2026 outcome

Three bids returned at $25M–$35M, which straddles the top of VMM's optimistic scenario. The market cleared above VMM's central estimate and above its realistic range. The framework held — the band, the addback discipline, the trailing-earnings anchor — but the point estimate was conservative. It should also be noted that the CIM available to VMM in March 2026 projected FY2026 revenue of $55.0M and adjusted EBITDA of $4.099M, whereas the Q3 2026 memorandum projects $60.0M and $5.934M for the same year. VMM's optimistic scenario was calculated on the lower, earlier projection.

Reading version prepared by Value Masters Academy for A Level Alliances, October 2026. The source document — Independent Valuation Assessment, OnQ, VMM-ONQ-VA-2026-001, Value Masters Merchant Capital, March 2026 — is the authoritative text; where this page and the PDF differ, the PDF governs.

The source report states that it is based exclusively on financial information disclosed in the OnQ Confidential Information Memorandum; that VMM Capital conducted no independent audit, quality of earnings review, or legal due diligence; that the accuracy of the underlying data is the responsibility of OnQ and its advisers; that it does not constitute a solicitation of any offer to buy or sell any security or business interest, nor a fairness opinion within the meaning of any applicable securities regulation; and that valuation ranges reflect market conditions as of March 2026 and may differ from actual transaction prices. Figures above derive from the OnQ CIM and are subject to its non-disclosure agreement.