Fiancials_En_leschamalous

Matthieu Verstraete

Informations

• Publié par: MyMicroInvest
• Publié le: 15 juin 2015
• Nombre de lectures: 35
• Langue: English

Extrait

Les

Ch

amalo

u

s

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

①

②

③

④

Financial History

- -

Balance sheet Income statement

Deal Structure

- - -

Existing shareholders Forecasted capital increase Basis of valuation

Financial Plan

- -

Forecasted Income statement Forecasted Balance Sheet

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.

Financial History 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

31-12-12 67.479 0 67.079 400 0 0 400 0 0 0

0 53.267 0 0 0 0 0 0 26.590

26.590

26.677 0 120.746

31-12-13 59.967 0 59.708 259 0 0 259 0 0 0

0 38.608 0 0 0 0 0 0 15.221 491 14.730

15.993 7.394 98.575

31-12-14 39.795 0 39.677 118 0 0 118 0 0 0

0 29.800 0 0 0 0 0 0 4.723 4.005 718

19.682 5.395 69.595

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

2. Income Statement

The numbers presented below are expressed in EUR.

31-12-12 7.025 12.500 18.600 -6.100 0 0 0 0 0 0 0 0 0 -19.280 13.805 0

7.109

7.109 106.612 0 0 0

0 0 0 0 106.612 0

0 0 0 52.212 52.212

0 54.400 0 120.746

31-12-13 -17.826 12.500 18.600 -6.100 0 0 0 0 0 0 0 0 0 -46.694 16.368 0

0

116.401 50.004 50.004 0

50.004 0 0 0 66.397 0

4.996 0 4.996 7.058 7.058

0 54.343 0 98.575

31-12-14 1.203 62.500 62.500 0 0 0 0 0 0 0 0 0 0 -78.304 17.007 0

0

68.392 46.422 46.422 0

46.422 0 0 0 21.771 0

6.092 0 6.092 7.566 7.566

8.113 199 69.595

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

31-12-12

0 0 0

-4.140

-4.140 0

-21.480

0

0

0

0

-25.620 4.204 -28 -21.444 0 0 -21.444 2.164 0 0 -19.280 0 0 -19.280

31-12-13 405 0 0 405

-10.818

-10.413 0

-20.172

0

0

0

-75

-30.660 4.580 -1.334 -27.414

0 -27.414 0 0 0 -27.414 0 0 -27.414

31-12-14 1.227 0 0 1.227

-22.744

-21.517 0

-20.172

0

0

0

-1.982

-43.671 14.404 -2.344 -31.611

-31.611 0 0 0 -31.611 0 0 -31.611

Deal Structure ②

1. Existing shareholders

At present, the capital of Les Chamalous, comes to 68.600 EUR, paid in for 64.500 EUR and with the remaining 4.100 EUR being paid in when the company is transformed to a ‘société anonyme’. It represents 400 shares. The share par value (capital divided by the number of shares issues) is 171,50 EUR.

Entrepreneurs Nancy VERMEIRE

MyMicroInvest Finance(Crowd)

Autres Investisseurs Autres investisseurs

Total

2. Forecasted capital increase

08-12-14 Total shares

400 400

0

0 0

400

%

100,00% 100,00%

0,00%

0,00% 0,00%

100,00%

The capital increase to which MyMicroInvest Finance will participate is part of a broader funding of Les Chamalous considered between 150.000 EUR and 250.000 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 ; - A minimum of 62.088 EUR and a maximum of 206.000 EUR will be invested 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 1.300.000 EUR. Following this increase in capital, the value of the company will be between 1.450.000 EUR and 1.550.000 EUR, meaning an estimated valuation of 1.300.000 EUR before increase of capital plus between 150.000 EUR and 250.000 EUR of new money brought in.

Before the capital increase, the 400 existing shares will be replaced so that there is 1.300.000 shares, 1.300.000 EUR representing the value of the company before the capital increase, expressed in EUR. 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 218.600 EUR and 318.600 EUR, constituted as follows: - 68.600 EUR present capital ; - Between 150.000 EUR and 250.000 EUR of new capital.

The table below presents the percentages of the capital held by the Les Chamalous 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 62.088 EUR and maximum of 206.000 EUR).

Entrepreneurs Nancy VERMEIRE

MyMicroInvest Finance (Crowd)

Autres Investisseurs Autres investisseurs

Total

01-09-15 Total shares

1.300.000 1.300.000

87.912

62.088 62.088

1.450.000

%

89,66% 89,66%

6,06%

4,28% 4,28%

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 Les Chamalous 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 62.088 EUR and a maximum of 206.000 EUR).

Montant total du financement

150.000 EUR 250.000 EUR

% MyMicroInvest Finance Compte LES CHAMALOUS

Offre min 44.000 EUR 3,03% 2,84%

Offre max 87.912 EUR 6,06% 5,67%

3. Basis of Valuation

The value of the shares of Les Chamalous before the increase in capital via subscription by MyMicroInvest Finance has been established at a maximum of 1.300.000 EUR by the shareholders of Les Chamalous. 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 1.300.000 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 Les Chamalous is positioned in the category 2. On this basis, the resale value of Les Chamalous in 2020 has been estimated on the basis of the figures projected for the year 2019 by applying a multiple of the sales turnover and a multiple of the ’EBITDA of Les Chamalous. The resulting values are: - 1.7x the sales turnover of 2019 (the market using a multiple between 0.8x and 2.0x), all of which gives a company value of about 3.683.900 EUR) ; and - 7.0x EBITDA of 2019 (the market using a multiple between 4.0x and 8.0x), all of which gives a company value of around 9.150.091 EUR.

The average of these two values was taken, i.e. 5.438.367 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 46% and 59% 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. 150.000 EUR, the investor can find the theoretical value of the shares of Les Chamalous in the table below depending on the return that he expects (column on the left) :

Expected return 5% 10% 15% 20% 25%

Valuation 998.271 EUR 882.939 EUR 783.574 EUR 697.408 EUR 622.243 EUR

MyMicroInvest Finance believes, on the basis of the methodology it has used, that the valuation performed by Les Chamalous exceeds the valuation conforms to market standards. The following reasons could explain this outcome: 1. The figures from the financial plan, drafted by the entrepreneur, are conservative; 2. The valuation methodology used by MyMicroInvest Finance is conservative; 3. The valuation methodology used by MyMicroInvest Finance does not factor in the most optimal exit year of the investment and is based by default on the forecasted figures of 2018, without taking into account further growth potential; 4. The valuation methodology used does not take into account unpredictability, inherently related to new markets.

The attention of the potential investor is once again directed to the fact that there is a risk that the objectives of Les Chamalous 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 nil or negative returns for the investors.

Financial Plan ③

1. Forecasted Income Statement

INCOME STATEMENT 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

2. Forecasted Balance Sheet

2015 111.750 0 0 111.750 -65.100

46.650 -27.500

-25.672

0

0

0 0

-6.522 0 -1.500 -8.022

0 0 -8.022 0 0 0 -8.022 9.912 0 1.890

2016 388.500 0 0 388.500 -183.585

204.915 -105.450

-29.031

0

0

0 0

70.434 0 -1.500 68.934

0 0 68.934 0 0 0 68.934 9.111 0 78.045

2017 787.000 0 0 787.000 -342.745

444.255 -81.657

-11.532

0

0

0 0

351.066 0 -1.500 349.566

0 0 349.566 0 0 0 3495. 66 6.191 -107.969 247.788

2018 1.152.000 0 0 1.152.000 -463.569

688.431 -82.120

-9.000

0

0

0 0

597.311 0 -1.500 595.811

0 0 595.811 0 0 0 595.811 6.154 -202.576 399.389

2019 2.167.000 0 0 2.167.000 -776.492

1.390.508 -83.352

-7.000

0

0

0 0

1.300.156 0 0 1.300.156

0 0 1.300.156 0 0 0 1.300.156 0 -442.053 858.103

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

2015 49.123 0 44.646 4.477

4.477 0 0

0

0 183.671 0 0 0 7.556 7.556 0 2.250 2.250

173.865 0 232.794

2016 24.357 0 20.880 3.477

3.477 0 0

0

0 267.574 0 0 0 7.475 7.475 0 6.123 6.123

100.000 153.975 0 291.931

2017 15.357 0 12.880 2.477

2.477 0 0

0

0 517.709 0 0 0 14.625 14.625 0 11.055 11.055

200.000 292.029 0 533.066

2018 8.357 0 6.880 1.477

1.477 0 0

0

0 845.219 0 0 0 20.080 20.800 0 40.390 40.390

300.000 484.029 0 853.576

2019 1.357 0 880 477

477 0 0

0

0 1.604.595 0 0 0 34.125 34.125 0 114.956 114.956

700.000 755.515 0 1.605.952

0 0 0 44.677 33.922 33.922

108.910

18.000 0 18.000 7.038 7.038

3.387 225.858

6.092 0 6.092 1.277 1.277

18.000 0 18.000 3.938 3.938

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

2018 642.123 250.500 254.500 -4.000 0 0 25.050 25.050 0

2019 1.150.226 250.500 254.500 -4.000 0 0 25.050 25.050 0

33.922 0 0 0 7.369

15.922 0 0 0 21.938

0

0

0

0

2015 181.181 250.500 254.500 -4.000 0 0 0

2016 254.380 250.500 254.500 -4.000 0 0 8.231 8.231 0

2017 397.567 250.500 254.500 -4.000 0 0 33.169 33.169 0

442.053

203.256

531.516

855.057

1.607.433

0 0 0 0 212.934

0 0 0 0 457.207

0

0

0

0

0

0

874.676 0

0 0 0 457.207 0 0

0

0

366.573 0

0

0

292.240

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

0 0 0 0 133.948

Financial debts Establishment of credits Other borrowings Trade debts Suppliers Notes payable Advances received on orders

0 0 0 9.678 9.678

0 0 0 15.154 15.154

0 0 0 212.934 0 0

Debts of more than one year maturing during the year

-16.696 12.345

0

-90.775 21.456

0 0 0 133.948 0 0

0 0 0 37.860 15.922 15.922

107.745 6.154

0

0

Tax, wage and social debts

0

Advance to associates on distribution of net assets

Other debts Equalisation accounts TOTAL LIABILITIES