Tconcept_Financials_EN

Matthieu Verstraete

Informations

• Publié par: MyMicroInvest
• Publié le: 23 juin 2015
• Nombre de lectures: 108
• Langue: English

Extrait

TConcept CompanySA

You will find in this document all extracts from the information Memorandum ofTConcept Company SAmaking 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

31-12-11 1.571.804 0 1.571.804 0 0 0 0 0 0 0

0 10.885 0 0

0 0 0 2.814 0 2.814 118 7.954 0 1.582.689

31-12-12 1.640.069 0 1.639.954 0 0 0 0 0 0 0

115 47.580 0 0

0 0 0 25.000 25.000 0 0 12.784 9.795 1.687.649

31-12-13 1.859.337 0 1.856.151 3.071 0 0 0 0 3.071 0

115 18.908 0 0 0 0 0 0 0 0 0 0 11.901 7.007 1.878.245

31-12-14 1.823.479 0 1.823.364 0 0 0 0 0 0 0

115 372.020 0 0 0 0 0 0 25.257 0 25.257 0 346.763 0 2.195.499

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.

31-12-11 132.804 157.723 157.723 0 292.953 0 376 376 0 0 0 0 0 -401.234 82.986 0

0 0 0 1.449.885 1.290.480 1.290.480 0

1.290.480 0 0 0 159.405 0

2.674 0 2.674 121.805 121.805 0 0 14.951 19.974 0 1.582.689

31-12-12 -79.772 157.723 157.723 0 292.953 0 376 376 0 0 0 0 0 -592.417 61.593 0

0 0 0 1.767.421 1.596.480 1.596.480 550.000

1.046.480 0 0 0 170.941 0

443 443 0 87.740 87.740 0 0 46.867 35.890 0 1.687.649

31-12-13 -94.866 157.723 157.723 0 292.953 0 376 376 0 0 0 0 0 -586.118 40.200 0

0 0 0 1.973.111 1.598.543 1.598.543 617.063

981.480 0 0 0 374.568 0

29.068 28.625 443 183.037 183.037 0 0 32.353 130.110 0 1.878.245

31-12-14 781.482 264.043 264.043 0 1.534.633 0 376 376 0 0 0 0 0 -1.039.627 22.057 0

0 0 0 1.414.017 1.207.543 1.207.543 226.063

981.480 0 0 0 206.474 0

14.313 14.313 0 125.475 125.475 0 0 15.635 51.053 0 2.195.499

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

31-12-11 24.050 245.000 86 269.136 -161.898

107.237 -81.312 -192.606

0

0

-754 0

-167.435 141 -1.836 -169.129 0 0 -169.129 0 0 0 -169.129 0 0 -169.129

31-12-12 0 410.335 21.429 431.764 -350.189

81.575 -.77587 -446.193

0

0

-3.255 0

-443.660 144 -9.874 -453.390 0 0 -453.390 0 0 0 -453.390 0 0 -453.390

31-12-13 0 578.646 26.057 604.703 -451.824

152.880 -88.282 -328.249

0

0

-2.258 0

-265.910 116 -30.066 -295.860 350.000 -12.113 42.027 0 0 0 42.027 0 0 42.027

31-12-14 25.000 333.000 24.155 382.155 -197.851

184.304 -88.460 -264.849

0

0

-2.756 0

-171.762 106 -19.940 -191.596 413 0 -191.183 0 0 0 -191.183 0 0 -191.183

Deal Structure ②

1. Existing shareholders

At present, the capital of TConcept Company SA , comes to 264.043,35 EUR, entirely paid in. It represents 18.381 shares. The share par value (capital divided by the number of shares issues) is 14,36 EUR.

Entrepreneurs / Managers LUC VAN BELLEGHEM MyMicroInvest Finance (Crowd) Other investors  PATRICK JACQMOT  SAFFRA SPRL  SAINT DENIS SA  DENYS KUNSTLER  ERIK VAN OCKENBURG  BENOIT DELORI  SBAYE CONSULTING SPRL  JEAN-MICHEL PONCELET  PIERRE VIERENDEEL  PIERRE RION ARNAUD VAN DER  SMISSEN Autres investisseurs Total

2. Forecasted capital increase

Total shares 7.103 7.103 0 11.278 0 1.903 7.063 549 55 824 275 137 137 60

275 0 18.381

% 38,64% 38,64% 0,00% 61,36% 0,00% 10,35% 38,43% 2,99% 0,30% 4,48% 1,50% 0,75% 0,75% 0,33%

1,50% 0,00% 100,00%

The capital increase to which MyMicroInvest Finance will participate is part of a broader funding of TConcept Company SA considered between 1.500.000 EUR and 2.200.000 EUR.

This funding will be allocated as follow : - Between minimum 88.000 EUR and maximum 263.912 EUR will be subscribed by MyMicroInvest Finance based on the results of the issuing Notes ; - A minimum of 1.236.088 EUR and a maximum of 2.112.000 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 6.000.000. Following this increase in capital, the value of the company will be between 7.500.000 EUR and 8.200.000 EUR, meaning an estimated valuation of 6.000.000 before increase of capital plus between 1.500.000 EUR and 2.200.000 EUR of new money brought in.

Before the capital increase, the 18.381 existing shares will be replaced so that there is 6.000.000 shares, 6.000.000 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 1.764.043 EUR and 2.464.043 EUR, constituted as follows:

- -

264.043,35 EUR present capital ; Between 1.500.000 EUR and 2.200.000 EUR of new capital.

The table below presents the percentages of the capital held by the TConcept CompanySAaccount of MyMicroInvest Finance depending on the results of the Notes issue (i.e., a minimum of 88.000 EUR and maximum of 263.912 EUR) and the minimum and maximum amounts contributed by the other investors (i.e., a minimum of 1.236.088 EUR and maximum of 2.112.000 EUR).

Entrepreneurs / Managers LUC VAN BELLEGHEM

MyMicroInvest Finance (Crowd)

Other investors PATRICK JACQMOT SAFFRA SPRL SAINT DENIS SA DENYS KUNSTLER ERIK VAN OCKENBURG BENOIT DELORI SBAYE CONSULTING SPRL JEAN-MICHEL PONCELET PIERRE VIERENDEEL PIERRE RION ARNAUD VAN DER SMISSEN Autres investisseurs

Total shares

102.035 102.035

11.614

216.405 0 27.337 101.460 7.886 790 11.837 3.950 1.968 1.968 862 3.950 54.397

%

30,91% 30,91%

3,52%

65,57% 0,00% 8,28% 30,74% 2,39% 0,24% 3,59% 1,20% 0,60% 0,60% 0,26% 1,20% 16,48%

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 TConcept CompanySAaccount of MyMicroInvest Finance depending on the results of the Notes issue (i.e., a minimum of 88.000 EUR and maximum of 263.912 EUR) and the minimum and maximum amounts contributed by the other investors (i.e., a minimum of 1.236.088 EUR and a maximum of 2.112.000 EUR).

Montant total du financement

1.500.000 EUR 2.200.000 EUR

% MyMicroInvest Finance Compte TConcept Company SA Offre min Offre max 88.000 EUR 263.912 EUR 1,17% 3,52% 1,07% 3,22%

3. Basis of Valuation

The value of the shares of TConcept Company SA before the increase in capital via subscription by MyMicroInvest Finance has been established at a maximum of 6.000.000 EUR by the shareholders of TConcept Company SA . 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 6.000.000. 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 TConcept Company SA is positioned in the category 2. On this basis, the resale value of TConcept Company SA in2020 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 TConcept Company SA . 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 16.204.420 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 20.808.137 EUR.

The average of these two values was taken, i.e. 18.506.279 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. 1.500.000 EUR, the investor can find the theoretical value of the shares of TConcept Company SA in the table below depending on the return that he expects (column on the left):

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

Valuation 1.835.654 EUR 1.501.962 EUR 1.214.341 EUR 964.822 EUR 747.070 EUR

MyMicroInvest Finance believes, on the basis of the methodology it has used, that the valuation performed by TConcept Company SA 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 2019, 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 TConcept CompanySAmay 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.

-1.136.354 0 -9.996 -1.146.350

0 0

0 0

0 0 2.395.906 0 0 0 2.395.906 0 0 2.395.906

0 0 142.889 0 0 0 142.889 0 0 142.889

0

0

186.353 0 -43.464 142.889

2016 720.426 0 2.000 722.426 -960.576

-238.150 -355.000

0 0

0 0

INCOME STATEMENT Sales turnover Fixed production Other revenue Operating revenue

Financial Plan ③

2.446.591 0 -50.685 2.395.906

0 -50.000 -1.021.250 0 0 0 -1.021.250 0 0 -1.021.250

-938.990 0 -32.260 -971.250

-606.000

-988

0 0

-305.418 -289.000

2015 98.760 0 2.000 100.760 -406.178

-1.201.406 0 -3.639 -1.205.045

0 -185.000 -1.390.045 0 0 0 -1.390.045 0 0 -1.390.045

-7.204

-536.000

-20.000

-22.418

-20.000

Forecasted Income Statement

1

.

2017 2.241.752 0 2.000 2.243.752 -2.225.324

Supplies, merchandise, services and miscellaneous goods

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

0

0

0

18.428 -439.000

0 0 -1.146.350 0 0 0 -1.146.350 0 0 -1.146.350

2019 9.532.012 0 2.000 9.534.012 -5.934.421

-496.000

-526.000

2018 5.207.498 0 2.000 5.209.498 -4.088.145

-476.000

3.599.591 -607.000

1.121.353 -439.000

Profit (Loss) before taxes

2

.

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

Forecasted Balance Sheet

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)

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 1.997.479 0 1.373.364 624.000 0 0 0 0 624.000

0

115 832.979 0 0 0 50.498 50.498 0 16.833 16.833 0 0 765.649 0 2.830.459

2016 1.611.479 0 1.023.364 588.000 0 0 0 0 588.000

0

115 588.573 0 0 0 182.600 182.600 0 60.867 60.867 0 0 345.106 0 2.200.052

2017 1.415.479 0 773.364 642.000 0 0 0 0 642.000

0

115 1.180.874 0 0 0 459.200 459.200 0 153.067 153.067 0 0 568.607 0 2.596.354

2018 1.339.479 0 623.364 716.000 0 0 0 0 716.000

0

115 1.864.406 0 0 0 908.600 908.600 0 302.867 302.867 0 0 652.940 0 3.203.886

2019 1.063.479 0 473.364 590.000 0 0 0 0 590.000

0

115 4.821.212 0 0 0 1.522.307 1.522.307 0 507.436 507.436 0 0 2.791.469 0 5.884.691

0 0 0 617.829 617.829 0 0

0 0 0 863.130 863.130 0 0

43.900 0 3.203.885

60.700 0 5.884.691

0

0

0

70.609 70.609 0 1.919.969 996.139 0

2018 1.498.208 516.728 516.728 0 0 0 0 0 0 0 0 0 0 0 981.480

2019 3.894.113 2.912.633 2.912.633 0 0 0 0 0 0 0 0 0 0 0 981.480

50.609 50.069 0 1.655.068 99.3339 0

2017 1.355.319 373.839 373.839 0 0 0 0 0 0 0 0 0 0 0 981.480

0

0

0 0 0 993.339 661.729

0 0 0 996.139 923.830

0

0

0

30.609 30.609 0 1.210.425 777.339 0

2016 1.376.568 395.088 395.088 0 0 0 0 0 0 0 0 0 0 0 981.480

0

0

0

0

0

0 0 0 193.401 113.152

0 0 0 583.401 231.891

988 988 0 306.553 193.401 0

0

0

0

0 0 0 777.339 433.086

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

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

0 0 0 84.252 84.252 0 0

0 0 0 196.391 196.391 0 0

Tax, wage and social debts

Other debts Equalisation accounts TOTAL LIABILITIES

43.900 0 2.596.353

0

35.500 0 2.200.052

0

28.900 0 2.830.459

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

8.192 8.192 0 815.292 583.401 0

2015 2.522.918 1.541.438 1.541.438 0 0 0 0 0 0 0 0 0 0 0 981.480

0

0 0 0 389.186 389.186 0 0

Debts of more than one year maturing during the year

0

Advance to associates on distribution of net assets