HeleneHub_Financials_EN

Matthieu Verstraete

Informations

• Publié par: MyMicroInvest
• Publié le: 06 mai 2015
• Nombre de lectures: 40
• Langue: English

Extrait

HELENE HUB

You will find in this document all extracts from the information Memorandum ofHELENE HUB making reference to the following subjects:

①

②

③

④

Historical financial

- -

Balance sheet Income statement

Deal structure

- - -

Existing shareholders Forecasted capital increase Basis of valuation

Financial Plan

- -

Profit forecasts Forecasted Income statement

Appendix

This document should be read as an introduction to the information Memorandum. Every decision to invest needs to be built on an exhaustive examination of the information Memorandum which can be downloaded on the company page.

Historical financial ①

1. Balance Sheet

The numbers presented below are expressed in EUR.

ASSETS Fixed assets Formation expenses Fixed intangible assets Fixed tangible assets Land and constructions Installations, machines and tools Furnishings and vehicles Lease finance and similar rights Other fixed tangible assets Fixed assets being prepared and for which down payments have been paid Financial fixed assets Current assets Receivables of more than one year Trade receivables Other receivables Stock and orders being executed Stock Orders being executed Receivables at one year maximum Trade receivables Other receivables Investment of cash Cash equivalents Equalisation accounts TOTAL ASSETS

30/06/2014 25.754 0 25.500 0 0 0 0 0 0 0

254 -11.944 0 0 0 0 0 0 0 0 0 0 -11.944 0 13.810

LIABILITIES Equity Subscribed capital Subscribed capital Non-called-up capital Issue premiums Added value of reevaluation Reserves Legally mandated reserve Inaccessible reserves For own shares Other costs Tax-free reserves Available reserves Deferred profit (loss) Capital grants

Advance to associates on distribution of net assets

Provisions and deferred taxes Provisions for risks and expenses Deferred taxes Debts Debts of more than one year Financial debts

Establishment of credits, debts of lease finance and similar

Other borrowings Trade debts Advances received on orders Other debts Debts of one year maximum

Debts of more than one year maturing during the year

Financial debts Establishment of credits Other borrowings Trade debts Suppliers Notes payable Advances received on orders Tax, wage and social debts Other debts Equalisation accounts TOTAL LIABILITIES

30/06/2014 -23.334 20.000 20.000 0 0 0 0 0 0 0 0 0 0 -43.334 0 0

0 0 0 37.144 26.797 26.797 26.797

0 0 0 0 10.347 0

0 0 0 9.169 9.169 0 0 -190 1.369 0 13.810

The company thus find itself in the situation described in article 332 of the Companies Lawand has undertaken the formalities required in this regard. An Extraordinary General Meeting of Shareholders decided on 15 April 2015 to continue the company’s activities based on a special report prepared by the CEO of HELENE HUB in performance of the aforementioned article.

2. Income Statement

The numbers presented below are expressed in EUR.

INCOMESTATEMENT Sales turnover Fixed production Other revenue Operating revenue

Supplies, merchandise, services and miscellaneous goods

Gross operating margin Remuneration, social charges and pensions Depreciation and reduction in value on formation expenses, fixed tangible and intangible assets Reduction in value of stock, on orders being executed and on trade receivables: allocations (reversals) Provisions for risks and charges: allocations (uses and reversals)

Other operating expenses Operating expenses assigned to assets as restructuring costs

Operating profit (loss) Financial revenue Financial expenses Profit (Loss) before taxes Exceptional revenue Exceptional expenses Profit (Loss) of the Financial Year before taxes Withholding on deferred taxes Transfer to deferred taxes Income tax Profit (Loss) of the Financial Year Withholding on tax-free reserves Transfer to tax-free reserves Profit (Loss) of the Financial Year

30/06/2014 0 0 686 686 -16.233

-15.547 -22.285 -4.500

0

0

0 0

-42.332 9 -1.011 -43.334 0 0 -43.334 0 0 0 -43.334 0 0 -43.334

Deal Structure ②

1. Existing shareholders

At present, the capital of HELENE HUB, comes to 20.000 EUR, entirely paid in. It represents 200 shares. The share par value (capital divided by the number of shares issues) is 1,26 EUR.

Entrepreneurs / Managers Gregory Mi nne Di mi tri Crel ot Hél ène Deterck

MyMicroInvest Finance(Crowd)

Autres investisseurs Autres i nves ti s s eurs

Total

2. Forecasted capital increase

23/07/2014 Total actions %

200 100 50 50

0

0 0

200

100,00% 50,00% 25,00% 25,00%

0,00%

0,00% 0,00%

100,00%

The capital increase to which MyMicroInvest Finance will participate is part of a broader funding of HELENE HUB considered between 200.000 EUR and 1.000.000 EUR.

This funding will be allocated as follow : - Between minimum 44.000 EUR and maximum 87.912 EUR will be subscribed by MyMicroInvest Finance based on the results of the issuing Notes ; - Maximum 956.000 EUR will be invest by other investors, i.e business angels.

The value of the company before this increase in capital is presently estimated to be a maximum of 550.000 EUR. Following this increase in capital, the value of the company will be between 750.000 EUR and 1.550.000 EUR, meaning an estimated valuation of 550.000 EUR before increase of capital plus between 200.000 EUR and 1.000.000 EUR of new money brought in.

Before the capital increase, the 200 existing shares will be replaced so that there is 950,000 shares, 550.000 EUR representing the value of the company before the capital increase, expressed in euros. This does not affect the present and future allocation of shares.

This capital increase will therefore be done at a subscription price per share of 1,00 EUR.

The capital will be between 220.000 EUR and 1.020.000 EUR, constituted as follows: - 20.000 EUR present capital ; - Between 200.000 EUR and 1.000.000 EUR of new capital.

The table below presents the percentages of the capital held by the HELENE HUB account of MyMicroInvest Finance depending on the results of the Notes issue (i.e., a minimum of 44.000 EUR and maximum of 87.912 EUR) and the minimum and maximum amounts contributed by the other investors (i.e., a minimum of 156.000 EUR and maximum of 956.000 EUR).

Entrepreneurs / Managers Gregory Mi nne Di mi tri Crel ot Hél ène Deterck

MyMicroInvest Finance (Crowd)

Autres investisseurs Autres i nves ti s s eurs

Total

June - Sept 2015 Total shares %

550.000 275.000 137.500 137.500

44.000

156.000 156.000

750.000

73,33% 36,67% 18,33% 18,33%

5,87%

20,80% 20,80%

100,00%

According to the effective amount invested by the other investors, the percentage held by MyMicroInvest Finance may be different than stated above.

* The table below presents the percentages of the capital held by the HELENE HUB account of MyMicroInvest Finance depending on the results of the Notes issue (i.e., a minimum of 44.000 EUR and maximum of 87.912 EUR) and the minimum and maximum amounts contributed by the other investors (i.e., a maximum of 956.000 EUR).

Montant total du financement

200.000 EUR 1.000.000 EUR

% MyMicroInves t Finance Compte HELENE HUB Offre min Offre max 44.000 EUR 87.912 EUR 5,87% 11,72% 2,84% 5,67%

3. Basis of Valuation

The value of the shares of HELENE HUB before the increase in capital via subscription by MyMicroInvest Finance has been established at a maximum of 550.000 EUR by the shareholders of HELENE HUB. It may be revised before the planned capital increase, but MyMicroInvest Finance will proceed with the planned investment only if the valuation of the shares before the capital increase does not exceed 550.000 EUR. In exchange for a lower valuation, a mechanism of correction of this valuation has been provided in the form of buy options or warrants.

MyMicroInvest Finance has carried out a check on the methodology of this valuation and we set out the conclusions below. The method used is described inAppendix.

MyMicroInvest Finance believes that HELENE HUB is positioned in the category 1. On this basis, the resale value of HELENE HUB in2019 has been estimated on the basis of the figures projected for the year 2018 by applying a multiple of the sales turnover and a multiple of the ’EBITDA of HELENE HUB. The resulting values are: - 2.0x the sales turnover of 2018 (the market using a multiple between 0.8x and 2.0x), all of which gives a company value of about 5.713.000 EUR ) ; and - 8.0x EBITDA of 2018 (the market using a multiple between 4.0x and 8.0x), all of which gives a company value of around 9.611.000 EUR.

The average of these two values was taken, i.e. 7.662.000 EUR.

This number was then put in present value at various discount rates depending on the rate of return that investors expect, which can vary between 5% and 25% depending on the type of investor. The rates for calculating the respective NPV ranges from 63% and 78% respectively as detailed in the table below:

On the basis of these discounting rates and taking out the minimal amount of capital invested during the increase described in this Prospectus, i.e. 200.000 EUR, the investor can find the theoretical value of the shares of HELENE HUB in the table below depending on the return that he expects (column on the left) :

Rendement attendu 5% 10% 15% 20% 25%

Valorisation

1.060.893 EUR 957.322 EUR 866.314 EUR 785.893 EUR 714.461 EUR

MyMicroInvest Finance believes, on the basis of the methodology it has used, that the valuation conforms to market standards insofar as the financial plan is deemed feasible and realistic.

The attention of the potential investor is once again directed to the fact that there is a risk that the objectives of HELENE HUB may not be attained, which could result in a significant reduction in the hoped for revenue and thus to risk of insolvency or at least of low returns, even nul or negative returns for the investors.

Financial Plan ③

1. Assumptions

Volume projections The revenue projections on which HELENE HUB based its financial plan were drafted according to the following logic: first the volume projections, then the price and margin projections.

Volumes Market in the French-speaking region The number of shops in Wallonia has been estimated to be around 12,800. There are around 600,000 in France.

Nearby markets The number of shops in Brussels, in Flanders and in Holland has been estimated to be 85,000.

Market share The business plan anticipates reaching 3,416 shops by 2019, i.e., around 0.5% of the shops located in the French-speaking or Dutch-speaking region (the costs rise with the number of languages, hence the interest in focusing on regions belonging to the same language). If one extrapolates to Western Europe, the potential market is estimated to be 1.5 million shops.

Subscriptions The sales volume projections take into account the experience acquired on the ground.

Management has chosen to consider a slow start, knowing that the sales will grow more quickly with the rising awareness of goodideal.

We have also taken into account a period of apprenticeship for each new shop (sales are slower at the start).

VOLUMES Abonnements Total

Price projections

2015 129 129

2016 1.037 1.037

2017 2.380 2.380

2018 3.416 3.416

For the success of the Goodideal project, it is important to reach a critical mass That is why, concerning the price of subscriptions to the platform, management has put in place a policy of aggressive prices during the initial months, then rising to the standards of the market (i.e., Resto.be, print publications). It should be noted that the maximum planned rates (650-700 euros/year) remain well below the cost of annual publication in a local magazine or of an advertising campaign on line (2500 to 4000 via a specialised agency).

PRIX Abonnements (prix moyen)

2015 414

2016 581

2017 639

2018 624

Revenue Subscriptions Total revenue linked to subscriptions is obtained by multiplying the volume by the average sales price.

Services This concerns initially the development of web sites for the merchants. Management has considered that each sales person sells on average 1 web site per month on average.

Consequently, during year 2, additional revenue will be obtained via the service Click & Collect. Management has believed that this service will add 10% to the sales revenue generated by the annual subscriptions.

Advertising department The potential revenue generated by the advertising revenue has been estimated by management by basing ourselves on the experience of Gregory Minne (director) over the course of 8 years work as artistic director of an agency specialised in the web and marketing.

The numbers shown below are expressed in euros. REVENUS Abonnements Services Régie publicitaire Total

Cost projections

2015 53.460 28.900 8.000 90.360

2016 602.862 245.986 100.000 948.848

2017 1.520.659 425.666 180.000 2.126.325

2018 2.129.910 486.591 240.000 2.856.501

The cost projections of HELENE HUM can be broken down into the following three categories: salaries, general costs, marketing costs. Salaries These take into account the salaries of the sales personnel based on the salary of a salesman already working and taking into account the commissions linked to sales.

The table below expresses the change in the number of merchants forecast for the coming years: 2015 2016 2017 2018 4 12 12 12

They also take into account the employees who will be hired over the coming 4 years: a web developer, a secretary, one or several Community Managers.

Finally, they include the remuneration expected for the 2 associates. Their remuneration may change depending on the results obtained. The starting salary projected is €4,500 per month (invoiced on the company) and cannot change during the first year.

General costs They have been calculated by Dimitri Crelot, CFO of the company Keemotion since 2013, a start-up which has a structure very close to the structure of HELENE HUB.

They include costs of communications, accounting, a company secretariat, legal fees, travel costs (car and airplane), costs of renting offices (not before year 3) and purchase of simple equipment.



Marketing costs

Here again, they are estimated by management by basing itself on the experience of Gregory Minne (director). They comprise the costs of advertising campaigns on the web (Facebook, Google AdWords, and Bannering) and traditional advertising campaigns (Street marketing, radio...)

The detailed breakdown of total costs (salaries, development costs, marketing costs, general costs) is shown in the table below. The figures are expressed in euros

COÛTS Salaires des commerciaux Salaires management Salaires des employés/sous-contractants Dépenses générales et administratives Marketing Total

2. Forecasted Income Statement

2015 82.092 108.000 33.600 3.020 16.515 243.227

2016 508.778 126.000 55.200 109.540 48.285 847.803

The financial plan below is the result of the assumption explained above.

INCOMESTATEMENT Sales turnover Fixed production Other revenue Operating revenue

Supplies, merchandise, services and miscellaneous goods

Gross operating margin Remuneration, social charges and pensions Depreciation and reduction in value on formation expenses, fixed tangible and intangible assets

Reduction in value of stock, on orders being executed and on trade receivables: allocations (reversals)

Provisions for risks and charges: allocations (uses and reversals) Other operating expenses Operating expenses assigned to assets as restructuring costs Operating profit (loss) Financial revenue Financial expenses

Profit (Loss) before taxes

Exceptional revenue Exceptional expenses Profit (Loss) of the Financial Year before taxes Withholding on deferred taxes Transfer to deferred taxes Income tax Profit (Loss) of the Financial Year Withholding on tax-free reserves Transfer to tax-free reserves Profit (Loss) of the Financial Year

2015 90.360 0 0 90.360 -46.535

43.825 -223.692

-6.000

0

0

0 0

-185.867 0 -9.000 -194.867

0 0 -194.867 0 0

-194.867 0 0 -194.867

2016 948.848 0 0 948.848 -157.825

791.024 -689.978

-12.000

0

0

0 0

89.046 0 -15.000 74.046

0 0 74.046 0 0 0 74.046 0 0 74.046

2017 824.178 144.000 133.200 16 0.320 93.935 1.355.633

2018 936.252 216.000 199.200 184.320 119.321 1.655.093

2017 2.126.324 0 0 2.126.324 -254.255

1.872.069 -1.101.378

-12.000

0

0

0 0

758.690 0 -15.000 743.690

0 0 743.690 0 0 -196.984 546.706 0 0 546.706

2018 2.856.501 0 0 2.856.501 -303.641

2.552.860 -1.351.452

-12.000

0

0

0 0

1.189.409 0 -15.000 1.174.409

0 0 1.174.409 0 0 -399.182 775.227 0 0 775.227

Description The company is in a phase of definition and/or creation of its product/service, market, base of users (consumers); it is hiring its first employees but is not yet making sales. The company moves into industrialisation of the product/service, definition of the business model (making the product appropriate to the market), definition of the revenue model; first revenue is coming in. The company moves into overall industrialisation of its business, has sales turnover, hires a sales force, increases considerably its number of customers, possibly makes acquisitions or strategic partnerships. The company moves into a phase of accelerated growth; it is profitable but chooses to invest so as to continue to grow rapidly; it expands internationally, makes acquisitions or strategic partnerships. Small and medium sized Belgian companies which achieve decent sales turnover but experience modest and/or slow growth and which are not necessarily profitable but which have a concrete plan to establish/restore profitability.

Stage 1:Ideally, one should have an opinion of the financial plan and, if necessary, modify the assumptions used; Stage 2:To estimate the probability of success of an company, which depends especially on the level of development of the company We discern 5 major levels of development of companies:

Annual return anticipated Between 15% and 25% Between 15% and 25% Between 10% and 20% Between 10% and 20% Between 5% and 15%

To estimate the valuation of a company basing oneself on the financial plan, it is appropriate to proceed by stages:

-

-

Appendix ④

Verification of the valuation is made on the basis of market standards The analysis dealt with the method of valuation and not with the numbers of the financial plan serving as the basis for valuation. MyMicroInvest Finance has not done any checking into how realistic the financial plan is, this being left to the estimation of the investors.

1 ( ) (1 +��)(1+��) 2 ��=‒1 [ ] �

Level 1 (“Seed”) 2 (“Series A”) 3 (“Series B”) 4 (“Series C”) 5 (“Belgian SME”)

Level 1 (“Seed”)

-

4 (“Series C”)

3 (“Series B”)

5 (“Belgian SME”)

Stage 4:Then, MyMicroInvest Finance applies the following formula to obtain the discount rate to be applied to the results of the financial plan to estimate the net present value of the company:

-

2 (“Series A”)

Stage 3:At each level of development there is also a matching expectation of annual capitalised returns based on the historic statistics of returns of this type of company: