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The English labor market and job search :

The national body for work, ie the equivalent of Moroccan ANPE is INEM: Instituto Nacional de Empleo. The English are very "chauvinistic" to pass the screening, so you need to forward additional qualities that candidates will not English: mobility, international knowledge, quality of degrees, language skills. Insert also, if any, personal elements proving your commitment to the country: a marriage / English a (e) family present in the country, many experiments in Spain, etc. ... At your resume and cover letter motivationessayez propose an address where the English company can contact you directly, so it is best to make your site. The letter, which must be typed, is not as high as in Morocco, its objective is to introduce the CV. The CV is the critical element of your application. Once in Spain, how to get started are

Register for INEM Check that your file has been transported by the ANPE.

Fill Out a Form E 303.

Register for your country's consulate in Spain (and request a map of island).

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Business Valuation through heritage approach (simplified case)

There are many methods of business valuation. One of the most commonly used approach is heritage which assumes that the company is worth what it has.

This method is preferred in societies where the share of assets (tangible, intangible and financial) is important
- trade activity and distribution
- industrial
-
holding companies - financial activities (banks, institutions credit)
- property companies

We will examine this approach using a simplified example to understand the major joints.

a corporate presentation YZ

YZ is a family holding company which owns three assets:
- A goodwill consists of a certificate not operated in an industrial product
- A building in Paris
- A financial contribution of 10% in an industrial society V listed.

Balance at 31/12/2006
In M €



Net Assets Intangible asset 50
Land and Construction 100 10

Immobilization Financial receivables Inventories
1 2
Cash (cash) 7 Total

: 170

Liabilities

Capital: 30
Reserves : 40
medium term debts: 100

Total: 170

2 Calculation of the net assets

A first step in our evaluation is the calculation of the ANC (Net Asset):

ANC = total assets - liabilities - Other current liabilities = capital + reserves + profit carried forward

In our example:

ANC = 170 to 100 = 30 + 40 = 70

This is a static approach based on a historical record, at time T and therefore has no real connection with market values.

3 Calculation of assets Net Value (NAV)

We will correct the historical values for the figures to their real value

3.1 Assessment of intangibles

Several evaluation methods can be used. In our example, intangible assets consist only of a patent unexploited.

We will use the method of valuation of patents by research costs. The patent is weighed against the cumulative costs of research were necessary to its development. Indeed, insofar as the patent is not yet exploited, we can analyze the patent in relation to profits made.

In our example, research costs are estimated at € 55 million. Is a correction of 5 M € (55-50) over the book value at 31/12/06.

3.2 Fixed tangible

In our example, we estimate the notary of the building in Paris which is 150 M €.

Either a correction of +50 M € (150-100).

3.3 Correcting financial assets

Generally, the equity side are evaluated by reference to their stock price. Others may be by reference to quoted companies in the same sector.

In our example, the price at the valuation date is 110 euros per share. Our Holding owns 100 000, or 110 million euros.

The correction is therefore € 10 million (110-100).

3.4 Calculation of the ANR ANR

ANC = + unrealized capital gains - unrealized losses

This definition does not take into account the deferred taxes on capital gains and losses on disposal. It assumes that the company does not dispose of assets generating capital gains. We are in a logic of continuity of operations.

ANR = 70 + 5 +50 +10 = 135 M €.

The valuation of the company according YZ heritage approach is € 135 million.

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British Accounting: Summary of main differences with the French accounting



1 Accounting

In France, the interaction between accounting and taxation is high, whereas in Britain it is not the case: the accounting and taxation are independent. Taxable income is determined extra - an accounting through reinstatements and tax deductions.

This principle of independence added to concern of having a true and fair accounts of the company (a "true and fair view" principle we also know in IFRS) imply significant differences between the French accounting UK and we examine in Chapter 2.

2 The records

2.1 The management report.

Establishes the leaders of society, it aims to provide an overview of the company at the end of the year.

2.2 The income statement (profit and loss account).

Less detailed than in France, the ranking is done by function (in France by nature) and will need to use the schedules to find the nature of income and expenses. Key positions



Turnover ( Turnover, Concept of income or sales similar to the French concept)

- Cost of sales ( Cost of production sold, has cats 1st materials, cost of labor, costs of production including depreciation of assets used in R & D ...)

= Gross profit or loss (Gross )

- Distribution costs (costs of distribution, Marketing, personnel costs related to the function distribution, advertising, transport, ...).

- Administrative expenses (Administrative Overhead)

- Other Operating Income (other revenues)

= Operating Profit (EBIT)

+ Income from shares in group (income from affiliates, dividends, investments short term)
- Interest payable and similar expense (Interest payable and similar charges)

= Profit or loss is ordinary activities Before Tax (Profit before tax)

- Extraordinary Items (Extraordinary items, p roducts and charges rare but significant. Action taken by management).

= Profit or loss for the Year (Profit for the year)

2.3 The Balance Sheet (Balance Sheet)

In France, the Review contains the active column and next another column on the liabilities of the company with a rating of less liquid (equity capital) at the liquid (bank overdrafts, cash).

In Britain, the presentation is to list (see simplified list below):

Fixed Assets (Fixed Assets)
+ Current Asset (assets)
- Creditors: Amounts falling due Within One Year (Current liabilities )
- Creditors: Amounts falling due after More Than One Year (Medium Term Debt) =
Capital and Reserves (Net assets / equity capital)

The deviations from the French accounting:

- The principle of basis as in French accounting is the valuation of balance sheet at historical cost. Nevertheless, Great Britain, revaluations, even partial and completed at different dates can change the historical values.

- The concept of goodwill does not exist. The marks are recorded as an asset. Intangible assets are amortized.

- Regarding fixed assets, there is a total disconnect with the tax depreciation. Assets acquired under finance lease should be capitalized (in France it's off-balance in the accounts) with cons in part to passive, recording the debt-financed.

- The assets and liabilities due within one year are presented separately.

- The legal reserves are not compulsory in Britain.

3 Conclusion

Differences between British and French accounts are especially marked in the company accounts and may disappear in the consolidated accounts based on the options chosen by the French company (in particular the transition to IFRS).

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indicators of alerts concern for businesses.

Before they can trigger insolvency proceedings (liquidation, receivership, Backup), financial indicators can prevent creditors (including banks) find themselves managing a highly sensitive situation ...

ratios and indicators mentioned in this article are obviously not to be analyzed individually and without any context (well-capitalized holding company can not be assessed in the same way that a company operating well capitalized, for example). Similarly the numerical standards do not take into account their absolute value!

1 Indicators of financial structure

-A debt is very important -> Debt Net financial (short and medium term, taking into account the availability) / FP> 1.
-One Small Cap Ratio PS / Total assets. Are there blocked the CSF to strengthen the FP?

Remember: The company have a high debt proper and related to capitalization?

2 Activity and profitability

- A large variation in activity (change in turnover> 25% or <15%). Une entreprise dont le développement est trop fort aura des besoins d’exploitation élevés. Le recours à de l’endettement financier risque par le biais des charges financières de grever la rentabilité courante, la CAF de l’entreprise et in fine provoquer une impasse de trésorerie.
Conversely a decrease in activity important and recurring may impact the profitability. Indeed, some number of operating expenses are slightly compressible (rents and personnel expenses for example).

- An absence or a negative operating profitability (EBITDA / Sales <0) et récurrente.

- A heavy weight of expenses: Interest expense / EBITAD> 40%

Remember: The company releases t it recursively profitability and positive enough?

3 The Functional Assessment

- A negative working capital
- A significant change in working capital (> 5 days)
- Delays in relation to major customers as possible suppliers. The company Does it happen to get paid quickly enough avoid deadlock cash?

Remember: The financial balances are respected? A sufficient level of stable and controlled operating needs (level of customer and supplier delays, weight stocks) can generate a net cash position.

4 A communication breakdown company

- Delay in publication of accounts and consolidated
- No disclosure or delay in the communication of intermediate situations.

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An example of a case study of LBO LBO

GROUP X
Financing € 27 million MBO Underwriting - Part desired end: € 13.5 million

limininaire As I said that some calculations and charts can for simplicity be put in this article. Many are made using tables of calculations in Excel. On fundamental analysis LBOs, see my article on the subject with the following link: http://analysefinanciere.blogspot.com/2007/02/lbo-quelques-principes-danalyse.html

1 Overview society and demand

The target company, the Group X is prospect of our Company Bank.

The Group was established in 1987 and is specializing in medical diagnostic activities of building and fire safety. It is a major player on the Ile de France.

X comes in 3 main areas:

· Hygiene Building (art history): missions disinfestation, rodent control and disinfection of columns chutes. This activity represents 16% of turnover and EBIT forecast 2003.
· Security Fire (20% of sales, 31% of EBIT): Activity developed by the Group since 1992, including missions to compliance audits of buildings (or missions control), provision of equipment and hardware maintenance.
· Diagnosis Health Real Estate (64% of sales, 53% of EBIT): Diagnostic Health Real Estate is available in four branches: the diagnosis of asbestos, lead the diagnosis, the diagnosis "termites" and Evaluation of occupational hazards. Group X

focused on community housing, managed by directors of property mainly in Paris and Region Parisienne (Paris and Ile de France up 95% of sales).
Since 2001, Company X is seeking to expand into regions, but this deployment is marginal at this stage and is confined to follow a few key accounts in Lyon or Lille.

We have been asked by YY, investor alongside management to arrange senior debt. The valuation of the case is 52.5 M €, EBITDA 8 * 2003.

At the end of the transaction, the holding company that will be created "NEWCO" will be owned 52% by Mr. XX (Group leader since 2000) to 38% by the investor YY and the remainder by other managers .

EMPLOYMENT
Valuation Group Company X: 52.5 M €
Transaction fees (audit, legal): 1.7 M €
Total: 54.2 M €

RESOURCES
Contribution in cash investor YY: 7.7 M € Contribution actions
leaders (DT 10.5 Mr ZZ): € 12.4 million Convertible Bond Issue by
** YY: 7.1 M €
Senior Debt: 27 M €
Total: 54.2 M €
** These obligations are fully convertible subordinated to senior debt, part of the interest is paid (4% / year) interest beyond this threshold are capitalized.

The Senior Debt is comprised of two tranches:
· Band A: 22 M € depreciable basis over 7 years and 6 months.
· Band B: 5 M € in depreciable thin (bullet) to 7 years and 6 months.

Main Terms and conditions offered to the senior debt:

- Delegation of key man insurance on the person of Mr. ZZ
- Pledge of 99% shares of the Target Company X
- Clause holding of the shareholder
- Clause priority allocation of dividends to repay the credit
- Financial covenants on a consolidated basis (see Annex 1 and 2 Term Sheet): §
net financial debt / EBITDA
§ Free Cash Flow / Debt Service
§ Financial Debts / Equity

Our Bank would arranger with a firm grasp of € 27 million. The syndication will turn initially to the banks A and B, historic stream banks of the Group X who have expressed interest in following the Arranger on the transaction. It should also be noted that if successful will YY January 16, and then we will have one month and a half to launch the syndication and we can probably do our share disburse the final day of closing.

2 Financial Analysis and Business Plan

2.1 Activity at 31/12/2002 Group Corp. (consolidated )

In M € -------------- ---12/01-----------12/02
CA --------------------- 17 ------ --------- 17.3
Variat.CA in --------+ 16 %------------+% 2.9% EBITDA --------------
----- --------------- 5.6 5 1
EBITDA / Sales 32.7% --- ------------- 29.2% --------- ---------- Consolidated
RN 2 ,7 --------------- 2, 4

On the last ten years, the Group X an average growth of sales of 20% per year, and net return (NR / CA) of 18.7% on average.

The slower growth in 2002 (+2.9% CA) is linked on the one hand, to a wait of directors of property pending the finalization of draft laws and decrees relating to asbestos and secondly to launch 4 new products that required a lag time before being put into commercial force.

Operating profitability is good (EBITDA / sales from 29.2% in 2002).

financial structure is correct, the FP represent nearly 37% of the total balance.

2.2 Projected (Consolidated Holding Group NEWCO + X - where gradient)

The 2003 results are confirmed by the financial audits required by YY. The year 2003 is considered done (only the first and last year's business plan are represented in this simplified example).

€ m ------------------------------- 2003 2011 *-----------

CA -----------------------------------+ 21.4 ---------- - 26.7
Tx Growth ---------------------+ %-----------+ 20.2 3.5
% EBITDA / sales in% 31.3 ------------------------ %------------- 28,
5% Free Cash Flow (a) ------------------- ---------------- 0.5 +5, 2
Debt Service (b) -------------- ---------- -------- -1 -8.7 **
Cash beginning ------------------ - +0.6 3.5
---------------- Net cash (ab ) ---- - 0.5 -3.5 ------ --------- Cash end
------------------ 0.1 --------- -------- 0 -----+

only * the target company - not NEWCO creates
** repayment of Tranche B - bullet

- Hypothesis of a loss of sales of -3.7% from fiscal 2005, followed by a gradual recovery on years. If Investor (management option) forecasts growth of more sustained activity (+ 19% on average between 2004 and 2006 and then 5% thereafter), which seems consistent with the historical development of the Group and the favorable sector.
- The degradation of the margin to 28.5% (a historically low level) is maintained over the duration of the plan even though the factors pressure on margins are limited: the price is not the main factor of competition with a professional clientele that values equally the reliability and reputation of the provider (the charges billed by the group X is less than 1% of budget of trustees) and that these benefits are most binding.
- Debt service: the distribution of dividends used to repay the loan holding company must not exceed 60% of net income target. In the scenario presented by investors, the debt service is secured with a rise in dividends below the prudential standards (50% from 2004). Assuming degraded (see table above), the pressure on distributable is higher (95% from 2004), including the early years, but still acceptable (s'agisant a gradient case).

Criteria for the LBO transaction:

- RIP (recovery of the target / RN 2003): 12.5. The PER is high. The transaction price based on an evaluation conducted by the firm ZZZ based on market comparables, comparisons with recent transactions, as well as methods of discounting future cash flows. For lenders, the level the price is moderate because the level of equity invested in the operation.
- Company not dependent on one or two clients: sales achieved on many contracts.
- leverage (debt of the holding / equity) = 1. The level of contributions in equity and quasi-equity is reasonable in relation to senior debt.

3 Synthesis

Strengths
Ø Group activity is recurrent through contracts that are multi-annual. Ø Good
Operating profitability and recurrent high.
Ø Involvement of leaders Key in the transaction of acquisition of Group X.
Ø The financial structure of the target is quality. Ø Customer
atomized

Weaknesses
Ø Acquisition cost high.

Opportunities
Ø Market segmentation of X Corporation Dynamic (active fire safety and health diagnostic real estate) and gain (given the increased regulation).

Threats
Ø Performance last year had withdrawn

4 Conclusion The record shows good fundamentals (financial structure, profitability, industry development). Therefore, favorable to arrange the facility of € 27 million total (underwriting 100%), with a final share of 50% with maximum guarantees:

- Delegation of key man insurance on the person of Mr. XX amounting to € 3 million.
- Pledge of 99% shares of the Target Group X.
- Clause holding of the shareholder.
- Clause priority allocation of dividends to repay the credit.
- Financial covenants on a consolidated basis (see Annex 1 and 2 of the Term Sheet):
§ Net financial debt / EBITDA
§ Free Cash Flow / Debt Service
§ Financial Debt / Equity

We propose a coverage rate based on 60% of both bands A and B.

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: some principles of analysis

We can consider LBO transaction, any funding in place on a holding company (created ex nihilo) to acquire securities of a company and whose reimbursement comes almost entirely from dividends received from subsidiary acquired (the target).

the side of a bank which is involved in the financing of the holding, the analysis LBO assembly must meet before any thing to the question:

The target can t it throughout the life of the loan (an average of 7 years, which is long enough for a risky operation in principle) be able to generate sufficient financial resources to repay the debt service?

A number of indicator ratios, "analyst reflexes" should enable us to answer this difficult question. Obviously, the analysis must be based on the LBO all of these elements and is not interpretable by taking each individual indicator.

Some criteria for a successful LBO

1 / At the target

1.1 Its positioning

- What is its market position? Is it leadership or at least it is a major player?

- Sensitivity of the target sector to the economy: it is the target in an area where there are risks of technological change, change of raw materials (metals prices rising in recent years) or even currency risk (share of export turnover).

- Where is the competition of the target? Target Has a competitive advantage sustainable?

- Target is it dependent on a client or a supplier (we reach here the issue of raw material).

-> Remember: the target does she occupies a position on the perennial market without excessive dependence?

1.2 Its production tool

What is the condition of equipment, fixed assets of the company?

Ideally, the needs of planned investments should be limited. On some operations LBO, it may be provided a funding package to the target destination. Obviously, expenditure incurred will impact the net profitability of our target and therefore its ability to repay the debt of our holding.

-> Remember: the target there a tool in working with special needs controlled.

1.3 The Management

A management company involved in the show interested in assembling LBO (we're talking about at the time of an MBO = management buy-out) is a key success factor.

-> Remember: Where does the management, they have been a liability (directors of companies that went bankrupt)? What risk does it compare to the changes that may involve the LBO ?

1.4 The intrinsic quality of the target

- Some financial indicators to watch:

• correct capitalization (Equity / Total Assets) Net debt
• moderate (Gearing calculation of net financial debt / FP ideally <1)
BFR
• limited: to see the weight of stocks and receivables. A BFR involves heavy use of short-term financing and therefore a significant financial burden that greatly hinder the profitability of operations. The company said it some leeway in terms Mobilization of the debt (discounting, securitization, factor ...)?
• Profitability (EBITDA / sales) and net return (NR / CA) sufficient and regular. In some cases studied, "weird" the last known returns were well above the historical cost (beware!).

-> Remember: The acquired company is it a healthy and prosperous? The target has non-core assets it feasible?

2 / At the assembly

- The purchase price of the target is it consistent with its ability to generate results. The calculation of a PER (price earniong ratio) allows for a first opinion on this issue. Calculation: Valuing the target / RN means. Ideally, it is preferable that the average RN is calculated on the basis of at least three years (see paragraph above on operating profitability). PER is the norm of between 5 and 8.

- Effects leverage (debt of the holding / equity). The level of contributions in equity and quasi-equity must be reasonable in relation to senior debt.

- The need to lift dividend Holdings shall not exceed 70% of net income. It must indeed remain a net margin sufficient to target to meet its own needs (investments, unanticipated ,...).

- coverage rate senior debt. Most LBOs are fixtures on the basis of senior debt with a variable interest rate. To avoid holding all the additional financial burden to a rate hike could jeopardize repayment of the debt, it is imperative to cover it (via an interest rate swap) to at least 50%.

- A maximum of 8 years of senior debt.

- The level of safeguards put in place :

* A pledge of 100% shares of the target leading

* The delegation guarantee active / passive

* If necessary (particularly in the case of MBO), delegation insurance man Key

* Ownership Clause (= maintain ownership)

* Limiting the distribution of dividends to shareholders of the holding company (clause excess cash flow)

* Limit any additional indebtedness of the holding and Target (clause concerning investment limits and debt).

* Negative Pledge: clause that prohibits the borrower to sell or pledge assets without prior approval of the banks participating in the LBO

* Negative Pledge: equal treatment of creditors

* Ratios to meet (= covenants): there are no clear rules on the ratios used in this type operations. The most commonly used are:

§ Net financial debt / EBITDA

§ Free Cash Flow / Debt Service

§ Financial Debt / Equity

-> Remember: the valuation of target is consistent? The assembly is it really secure?

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IFRS: key elements for the analysis of accounts



1. Scope

Consolidated accounts of publicly traded companies for fiscal years beginning on or after 1 January 2005 and optionally for the consolidated accounts of unlisted groups.

Warning: Some standards have been implemented in France and are applicable from 1 January 2002 or 2005 (see Chapter 3).

2. Great principles

Ø An entity presents its financial statements under IFRS must include an explicit and unreserved compliance with IFRS.
Ø Principle of Fair Value: evaluation of certain assets to their market value.
Ø Prevalence of substance over appearance (integration of leases in the balance sheet for example). Ø
Method of progress required under IFRS for contracts to provide services and construction contracts (accounting for revenue and margin in proportion to the closing date income / expense even for ongoing operations not completed by the closing date of exercise).

IAS / IFRS: An economic approach oriented Investors -> impact on income statements and balance sheet -> change profitability and debt ratios:
Ø Impact on goodwill -> more passive goodwill - goodwill asset is determined in an approximation and is tested for impairment annually.
Ø Integration of assets and debt in the lease -> change in debt and asset
Ø Accounting for hedging volatility risk
Ø Recognition of pension liabilities -> higher provisions and lower equity.
Ø There is no longer heading through quasi-equity - should be placed near the FP debt FP or a party debts and another FP.

3. Standards implemented pursuant to the statutory accounts in France:

3.1 - IAS 37 Provisions Contingent Assets and Liabilities - Fr Standards applicable since 2002 similar to IAS 37

Criteria accounting provisions:
- present obligation (legal or constructive ).
- Results from past events.
- Probable outflow of cash.
- Reliable estimate.

Remember:
Ø No significant difference between the accounting under French GAAP and IAS. Except
Ø: no provision for major maintenance and major overhauls in IAS.

3.2 - IAS 16/38 tangible / intangible assets - Applicable Standards Fr 01.01.2005

Definition: An asset is something
- Identifiable Heritage
- Having a positive value for the entity (although will generate cash flow)

Criterion accounting
- It is probable that the entity will receive future economic benefits and
- The cost or value can be measured with sufficient reliability

Otherwise it is a burden .

3.3 - IAS 36 Impairment asset - Applicable Standards from Fr 01/01/2005

Remember:
Ø Accounting by calling tangible assets (eg a building broken roof - Elevator - walls ...). Where depreciation by component. Ø Difference
with IAS: standards in Fr can be provisioned liabilities of major maintenance expenses instead of making a component depreciation on major maintenance, major overhaul .. Ø
Impairment: Evaluation via impairment tests (comparing current VNC-value ...). Tests carried out in case index of impairment.

3.4 - IAS 19 Employee Benefits

Remember:
Applicable Standards En accordance with CNC recommendation but the presentation in the balance sheet is required under IFRS as it does that a preferential nature under French GAAP

Example: Retirement benefits, life insurance after employment

4. Other standards.

4.1 IAS 10 Events after the closing date

Remember:
Ø Events Subsequent to year end, contributing to evidence of conditions existing at the date of closing -> Adjustment of Financial Statements.
Example: bankruptcy of a client where there is a debt. Ø
Events after the closing date of the exercise, not affecting the status of assets and liabilities for the period before the closing -> No adjustment but attached information.
Example: Destruction of a portion of the plant after the closing date

4.2 - IAS 17 Leases

Remember :
Ø Integration of assets and debt in the lease. Assets depreciated over the useful life of the asset. Interest expense based on the interest rate implicit in the contract.
Ø In summary, we have done here reprocessing usual financial analysis.

4.3 - IAS 18 Revenue recognition

Remember:
Ø Revenues: Sales of goods - services and interest, dividends and royalties (where they come from current operations) are carried on the line "Revenue ordinary ".

4.4 - IAS 21 Receivables and payables in foreign currency

Remember:
Ø Change Exchange -> impact on liabilities (fair value) and the Profit and Loss (gain or loss on exchange). For
memory standards Fr, exchange rate fluctuations is tracked in a balancing account assets and is subject to a reserve, the unrealized foreign exchange gains are not recognized as revenue.

4.5 - 32 and IAS 39 Financial Instruments

Remember:
Ø These standards also include receivables, advance payments / receipts and payables. Ø
Dailly Assignment / Discount with recourse -> counted as assets on the balance until the debtor has not acquired its debt with the bank. Ø
Dailly Assignment / Discount without recourse -> standards as Fr, receivables off-balance
Ø Factoring -> debt on the balance sheet if the risk of nonpayment is not transferred to the factor. Ø
Hedging Instruments -> impact PC / Income Statement by type of coverage.

4.6 - IAS 40 Investment Property

Remember:
Ø Valuation at fair value or historical value minus depreciation. There must be permanently in the method used. Ø If
measuring fair value, changes in the value of the property -> impact on the income statement (although the change in other assets impacts the capital)

4.7 - IFRS 3 Business Combinations

Remember:
Ø Goodwill is recorded as an asset. It is no longer amortized but tested for impairment. If goodwill is impaired, the impairment can be resumed.
Ø There are no more negative goodwill. Recognition of its surplus in income immediately upon acquisition.

4.8 - IFRS 5 Non-current assets held for sale and discontinued operations

Remember:
Ø Taking into account the consolidated activities "held for sale" or HFS (held for sale ). Creating a line to the Assets and Liabilities (no compensation) and the balance sheet presentation of the results of these activities in the income statement on a separate line.