Bending Spoons' Accounting Magic: How Europe's Hottest Roll-Up Hides a Melting Ice Cube

Bending Spoons, the Milan-based serial acquirer that went public in July and trades at roughly $28 billion — nearly 14 times revenue and over 100 times reported earnings — is drawing sharp scrutiny for accounting practices that make its business look far healthier than the underlying numbers suggest. CEO Luca Ferrari has built the company by snapping up fading digital-subscription brands like Evernote, AOL, and Vimeo, then aggressively hiking prices. But critics argue the strategy amounts to squeezing shrinking assets while papering over the decay with non-standard financial metrics.

The gap between reported and adjusted figures is striking. For full-year 2025, Bending Spoons posted a net loss of under $1 million — yet claimed adjusted net income of $402 million, adding back $151 million in amortization and impairment charges plus another $151 million in items deemed not 'indicative of core performance.' In Q2 2026, net income of $177 million ballooned to $293 million on an adjusted basis, with $82 million in amortization and $51 million in severance costs (paid to employees fired after acquisitions) stripped out. The Valeant-era pharmaceutical roll-up playbook — excluding amortization even on assets with limited useful lives — is an obvious historical parallel.

Evernote is the clearest case study in the model's logic and its limits. Revenue rose 30% between 2022 and 2025, and average revenue per monthly active user surged 150% — numbers that sound impressive until you realize the user base contracted 48% over the same period. Revenue grew purely because prices were hiked dramatically as customers fled. Bending Spoons' own net revenue retention metric — disclosed in its IPO prospectus but quietly dropped afterward — tells a similar story: 91% in 2024, 95% in 2025, and 94% in Q1 2026, all below the 100% threshold that would indicate a stable subscriber base. Ferrari said the figure has since improved to 'the high 90s' without specifying further, which still implies ongoing subscriber revenue erosion year-over-year.

The company's definition of key metrics is also engineered to flatter. Its net revenue retention formula includes customers who weren't paying in the prior-year base period, artificially boosting the numerator. Organic revenue growth is calculated to include companies owned for less than 12 months, meaning aggressive post-acquisition price hikes count as 'organic.' Headline Q2 2026 revenue was up 126% year-over-year, but organic growth — even by the company's own generous definition — was just 3%.

The financing picture adds urgency to these concerns. Bending Spoons carried $4.9 billion in debt as of June 30, nearly four times equity and more than five times its debt load at end-2024. A $1.8 billion loan from 2025 carries a 9.4% interest rate, and the company raised another 500 million euros in July without disclosing the rate. It just agreed to acquire collaboration software maker Miro, valuing the equity at $1.8 billion — a fraction of Miro's peak valuation. With interest rates trending higher and the acquisition treadmill requiring ever-larger deals, the pressure on Bending Spoons' model is intensifying. A multiple above 100 times earnings leaves almost no margin for error if growth slows or funding conditions tighten.