Sweetbee_financials_EN

Matthieu Verstraete

Informations

• Publié par: MyMicroInvest
• Publié le: 20 mai 2015
• Nombre de lectures: 65
• Langue: English

Extrait

SWEET BEE

You will find in this document all extracts from the information Memorandum ofSWEET BEE 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

- -

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.

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

31-12-12 172.473 0 0 172.473 170.316 652 1.505

0 0

0 118.447 0

0 24.825 24.825 0 93.622 64.132 29.490 0 0 0 290.920

31-12-13 158.295 0 0 158.295 156.929 614 752

0 0

0 112.911 0 0 0 12.000 12.000 0 139.478 42.132 97.346 0 -38.567 0 271.206

31-12-14 144.117 0 0 144.117 143.542 537 38 0 0 0

0 160.109 0 0 0 0 0 160.109 109.012 51.097 0 0 0 304.226

LIABILITIES Equity Subs cribed capital Subscribed capital Non-called-up capital Is s ue premiums Added value of reevaluation Res erves Legally mandated reserve Inaccessible reserves For own s hares Other cos ts Tax-free reserves Available reserves Deferred profit (los s ) Capital grants

Advance to as s ociates on dis tribution of net as s ets

Provis ions and deferred taxes Provis ions for ris ks and expens es Deferred taxes Debts Debts of more than one year Financial debts

Es tablis hment of credits , debts of leas e finance an d s imilar

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

Debts of more than one year maturing during the yea r

Financial debts Es tablis hment of credits Other borrowings Trade debts Suppliers Notes payable Advances received on orders Tax, wage and social debts Other debts Equalis ation accounts TOTAL LIABILITIES

31-12-12 5.252 6.200 18.600 -12.400 0 0 1.860 1.860 0 0 0 0 0 -2.808 0

0

0 0 0 285.668 180.050 0

0

0 0 0 180.050 105.618

9.220

64.033 64.033 0 31.963 31.963 0 0 401 0 0 290.920

31-12-13 -4.629 6.200 18.600 -12.400 0 0 1.860 1.860 0 0 0 0 0 -12.689 0

0

0 0 0 275.835 170.403 0

0

0 0 0 170.403 105.432

9.648

49.988 49.988 0 45.658 45.658 0 0 138 0 0 271.206

31-12-14 3.211 6.200 18.600 -12.400 0 0 1.860 1.860 0 0 0 0 0 -4.849 0

0

0 0 0 301.015 160.307 0

0

0 0 0 160.307 125.708

10.096

87.541 87.541 0 16.749 16.749 0 0 11.257 65 15.000 304.226

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 4 May 2015 to continue the company’s activities based on a special report prepared by the CEO of SWEET BEE 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

31-12-12 112.501 0 29.274 141.775 -112.142

29.633 72 -14.178

0

0

-2.131 0

13.396 0 -16.070 -2.675 0 0 -26.75 0 0 -401 -3.076 0 0 -3.076

31-12-13 116.642 0 24.551 141.193 -117.621

23.572 0 -14.178

0

0

-2.065 0

7.329 4 -16.273 -8.940 0 0 -8.940 0 0 -941 -9.881 0 0 -9.881

31-12-14 127.099 0 19.200 146.299 -103.441

42.858 0 -14.178

0

0

-1.688 0

26.993 0 -16.153 10.840 0 0 10.840 0 0 -2.999 7.840 0 0 7.840

Deal Structure ②

1. Existing shareholders

At present, the capital of SWEET BEE, comes to 18.600 EUR, paid in for 6.200 EUR. It represents 100 shares. The share par value (capital divided by the number of shares issues) is 186 EUR.

Entrepreneurs / Managers Geert Egghe

MyMicroInvest Finance(Crowd)

Overige investeerders Overige investeerders

Total

2. Forecasted capital increase

13-11-06 Aantal aandelen

100 100

0

0 0

100

%

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 SWEET BEE considered between 400.000 EUR and 600.000 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 312.088 EUR and a maximum 556.000 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 900.000 EUR. Following this increase in capital, the value of the company will be between 1.300.000 EUR and 1.500.000 EUR, meaning an estimated valuation of 900.000 EUR before increase of capital plus between 400.000 EUR and 600.000 EUR of new money brought in.

Before the capital increase, the 100 existing shares will be replaced so that there will be 900.000 shares, 900.000 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 of1,0 EURper share.

The capital will be between 418.600 EUR and 618.600 EUR, constituted as follows: - 18.600 EUR present capital ; - Between 400.000 EUR and 600.000 EUR of new capital.

The table below presents the percentages of the capital held by the SWEET BEE 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 312.088 EUR and maximum of 556.000 EUR).

Entrepreneurs / Managers Geert Egghe

MyMicroInvest Finance (Crowd)

Overige investeerders Overige investeerders

Total

%

69,23% 69,23%

3,38%

27,38% 27,38%

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 SWEET BEE 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 312.088 EUR and a maximum of 556.000 EUR).

Totaal opgehaald bedrag

400.000 EUR 600.000 EUR

% MyMicroInvest Finance Rekening SWEET BEE Min aanbod Max aanbod 44.000 EUR 87.912 EUR 3,38% 6,76% 2,93% 5,86%

3. Basis of Valuation

The value of the shares of SWEET BEE before the increase in capital via subscription by MyMicroInvest Finance has been established at a maximum of 900.000 EUR by the shareholders of SWEET BEE. 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 900.000 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 SWEET BEE is positioned in the category 3. On this basis, the resale value of SWEET BEE in 2019 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 SWEET BEE. The resulting values are: - 1.4x 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 2.123.000 EUR) ; and - 6.0x EBITDA of 2018 (the market using a multiple between 4.0x and 8.0x), all of which gives a company value of around 4.200.000 EUR.

The average of these two values was taken, i.e. 3.156.650 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 33% and 45% 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. 400.000 EUR, the investor can find the theoretical value of the shares of SWEET BEE in the table below depending on the return that he expects (column on the left) :

Verwachte opbrengst 5% 10% 15% 20% 25%

Waardering 712 095 EUR 621 918 EUR 542 590 EUR 472 416 EUR 410 021 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.

MyMicroInvest Finance believes, on the basis of the methodology it has used, that the valuation performed by 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 SWEET BEE 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. Assumptions

Turnover assumptions

6 categories of revenues can be identified: 1. Revenues coming from product placement within the application.

2

3

4

5

6

.

.

.

.

.

Revenues coming from software licenses, where one region equals one country. Companies will have the possibility to brand the application regionally with their company name or product name. The license will be exclusive per region. The purchase price exists of an initial acquisition fee and a yearly maintenance contract.

Integration of the application into medical devices. The application can be integrated in pharmaceutical devices monitoring blood glucose levels. The license will be exclusive per region. For global roll-out, the price of ten regions will be charged.

Data generated by application users will be stored in a database, if users have opted-in for this service. Companies will be able to send specific messages to their targeted consumer base, via the platform.

The mobile application as well as the browser-based platform have available advertising space (www.platemate.be,www.sweetbee.nl,www.sweetbee.be).

Products. SWEET BEE will launch its own products, related to diabetes patients. Production and distribution will be executed by wholesale partners (e.g. bio-shops, hospital catering, online sale).

REVENUES Direct sales Total

Cost assumptions

COSTS Services and miscellaneous goods Remuneration, social charges and pensions Other operating expenses Total

2015 165.000 165.000

2015 -120.000 0 -2.000 -122.000

2016 248.000 248.000

2016 -444.500 -355.500 -2.000 -802.000

2017 1.080.000 1.080.000

2017 -410.000 -414.000 -2.000 -826.000

2018 1.516.000 1.516.000

2018 -395.000 -423.000 -2.000 -820.000

2. Forecasted Income Statement

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 165.000 0 0 165.000 -120.000

45.000 0

-14.178

0

0

-2.000 0

28.822 0 -16.000 12.822

0 0 12.822 0 0 -3.500 9.322 0 0 9.322

2016 248.000

248.000 -444.500

-196.500 -355.500

-16.178

-2.000

-570.178

-10.000 -580.178

-580.178

-580.178

-580.178

2017 1.080.000

1.080.000 -410.000

670.000 4-14.000

-16.178

-2.000

237.822

-5.000 232.822

232.822

2.38222

23.8222

2018 1.516.000

1.516.000 -395.000

1.121.000 -423.000

-16.178

-2.000

679.822

-5.000 674.822

674.822

-105.000 569.822

569.822

Level 1 (“Seed”) 2 (“Series A”) 3 (“Series B”) 4 (“Series C”) 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:

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:

4 (“Series C”)

2 (“Series A”)

1 ( ) (1 +��)(1+��) 2 ��=‒1 [ ] �

Level 1 (“Seed”)

-

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:

5 (“Belgian SME”)

3 (“Series B”)

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

-

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.

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

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.

-

-

Appendix ④