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Presentation of BEST CAR LEASING IFN SA SIGMA LEASING IFN SA VISION LEASING IFN SA Group of Companies

CONTENTS
I. Legal aspects concerning the companies II. Description of the business III. Marketing plan IV. Management plan V. Risk management plan VI. Financial management plan VII. New management plan for 2009 – 2012 – important issues

I. Legal aspects concerning the companies

1. Name: BEST CAR LEASING IFN SA 2. Legal form: Share Company 3. Registration Number in the Trade Register: J32/114/2005 4. Cod fiscal: RO17166360 5. Head office: Sibiu, Str. Calea Poplacii Nr. 106 6. Directors: Daniel Fantana – chairman of the board Spatacean Cristina – Executive director 7. Associates: 1 2 3 Daniel Fantana Cristina Spatacean Alexandru Munteanu 71.23% 28.07% 0.7%

8. Value of subscribed social capital: 2,210,000 ron 9. Object of the company: Code CAEN 6521 – Crediting activities based on financial contracts. The company is specialized on financing acquisitions of car for individuals and Small Medium Enterprises and equipment for Small Medium Enterprises.

1. Name: SIGMA LEASING IFN SA 2. Legal form: Share Company 3. Registration Number in the Trade Register: J32/1434/2003 4. Cod fiscal: R 15880175 5. Head office: Sibiu, Str. Calea Poplacii Nr. 106

6. Directors: Daniel Fantana – chairman of the board Dusleag Cosmina – Executive director 7. Associates: 1 2 3 4 Best Car Leasing IFN SA purchase in May 2006 Adrian Nita Maria Frantu Cosmina Dusleag 97.8% 0.73% 0.73% 0.73%

8. Value of subscribed social capital: 1,3620,020 ron 9. Object of the company: Code CAEN 6521 – Crediting activities based on financial contracts. The company is specialized in financing equipment, transport vehicles, real estate for individuals and Small Medium Enterprises.

1. Name: VISION LEASING IFN SA 2. Legal form: Share Company 3. Registration Number in the Trade Register: J32/310/2008 4. Cod fiscal: RO 2334965 5. Head office: Sibiu, Str. Calea Poplacii Nr. 106 6 Directors: Daniel Fantana – chairman of the board Ioana Luncean – Executive director

7. Associates: 1 2 BEST CAR LEASING IFN SA Cristina Spatacean 99.9863% 0.0137%

8. Value of subscribed social capital: 730,000 Ron 9. Object of the company: Code CAEN 6521 – Crediting activities based on financial contracts. The company is specialized in micro crediting for individuals, factoring, mortgage loans. The three companies form a group based on the fact that BEST CAR LEASING IFN SA is the majority shareholder, 97.8%, of SIGMA LEASING IFN SA, and the majority shareholder, 99.9%, of VISION LEASING IFN SA.

II. Description of the business
The group’s activity consists of financial leasing immobile (buildings, production halls, houses, flats etc.), and mobile (cars, vehicles, production lines etc), factoring and other discount facilities for companies, micro credits (mortgage loans). Up to the moment, the financing was focused on new and second-hand vehicles and on equipment leasing for small and medium enterprises. The company’s income is based on the interest on financed contracts as well as commissions charged for every contract.

III. Marketing plan
The idea for this business started from the fact that the banking and leasing market in Romania is not enough developed and the Romanian economy still requires financing especially the small and medium enterprises. Taking this into consideration there are a lot of business opportunities in the sector even now when the economic crises installed. The banking sector is now very prudent and does not finance the economic needs for two reasons: poor collaterals on the market, and difficulty in debit execution of collaterals. The leasing companies are owners of the goods financed and the local law’s protect very good the private property and give the leasing company easy ways to take into custody the collaterals. Based on these conditions we consider a great opportunity to grow and develop the leasing business in Romania at the moment. The main competing companies are those working on a national level and are part of large financial groups (Volksbank Leasing, TBI Leasing, BT Leasing, BCR Leasing, Porsche Leasing, etc). As a conclusion these companies are oriented only on financial leasing for auto market and new vehicles and they are not approaching the micro credits or factoring.

Until 2008, the group focused on financing valuable luxury motor vehicles, but exposure did not exceed €250,000 per client. Both second-hand and new goods market were approached. Second hand goods are mostly motor vehicles. The offer presentation and image promotion for the company were made in different manners, such as: through the suppliers of leasing goods (auto dealers, equipment and calculating technique suppliers, immobile developers, etc) directly to the client – through presenting our services to local and national business corporations through local and national media

The group of firms has gained a very good local reputation, reaching in 2007 a number of more de 1.000 active clients, approximately 600 active clients for BEST CAR LEASING IFN SA and 550 active clients for SIGMA LEASING IFN SA clients. At the end of 2008 the group reached a record number of 2.000 active clients. Activity perspectives In order to gain a significant regional and national market quotation, the company first of all relies on a prompt provision of services, on flexibility in granting financing. As far as the territorial expansion policy is concerned, the focus was on opening working points (branches) in adjacent districts and in those having a weak representation of leasing and financing offers. The national development was the next point of interest, and so, in 2007 new agencies were opened in Craiova, Bucharest, Timisoara and Oradea. The group expended the business at country level through its dealers who provided business all over Romania. The national promotion of the group was also made through the company website: www.bclifn.ro, www.visionleasing.ro. Another key element of the group’s strategy is consolidating the local position by building a head office in Sibiu, the center of the country. For this purpose BEST CAR LEASING IFN SA company purchased in May 2007 construction land, on which the group has built a head office with the surface approximately 1.300 m2 which have merged the activity of the group of companies.

The investment was registered to VISION LEASING IFN SA. The investment could be presented as following: Projection elements Land Value (€) 230,000.00 Explanations paid in full (own contribution) personal resources of the group + bank credit (350.000 Euro) Weight 22.3%

Office construction

1,550,000.00

78.7%

Infrastructure, furniture, utilities Total

300,000.00

2,080,000.00

100%

The construction was finalized in December 2008. The investment reaches the value of ~ 2.080.000 euro and it has a market value of at least 3.500.000 euro. Considering the group’s investment policy as well as the business sector it is based on (financial services domain), the shareholders of the group have used and will use its dividends to increase the social capital. Also, the group’s shareholders are supportive of the companies’ expansion and have increased the social capital of the group companies every year with significant amounts. The group’s activity is evolving in 3 directions as follows: Financial movable leasing (motor vehicles, machinery, equipments, etc.) (approximately 45% of assets) immovable leasing (land, houses, apartments, assembly rooms) (approximately 35% of assets) factoring and discounts, micro crediting (approximately 20% of assets)

IV. Management plan
The group’s management is organized by Mr. Daniel Fantana, chairman of the board, engineer by profession. Until 2005 he activated in public administration as vice-mayor of Sibiu, which constitutes an advantage because he has accumulated a quite important basis of potential clients and has had permanent contact with the financial area. Also, Mr. Daniel Fantana is specialized in stock markets and financial markets. The team is composed of the chairman of the board, Mr. Daniel Fantana – team coordinator, Ms. Cristina Spatacean – executive director of Best Car Leasing IFN SA, Ms. Cosmina Dusleag – executive director of Sigma Leasing IFN SA and Ms. Ioana Luncean – executive director of Vision Leasing IFN SA. The companies have departments adapted to the requirements of risk management (client analysis, control, supervising and records of contracts, legal department, and legal execution body). The group accounting is held based on external contract by the financial accounting service. The companies have fulfilled in due time the OG 28/2006 requirements and have adjusted to the new accounting standards imposed by BNR (National Bank of Romania) for non-banking financial institutions, using the accounting regulations Order 5 of BNR/2005 compiled with OMF 1752/2005. All the group companies have all the necessary credentials (approvals from BNR) for all the financial activities rendered and they are registered with National Bank of Romania:
Register number National Bank of Romania
RG-PJR-33-110046 RG-PJR-33-110047 RG-PJR-33-110241

Company name
SIGMA LEASING I.F.N. S.A. BEST - CAR LEASING I.F.N. S.A VISION LEASING IFN S.A

V. Credit risk management
The group benefits from a well-developed and strictly applied system of crediting and risk management as present in the previous chapter of the business plan. The group internal crediting regulations are elaborated together with its provisions policy in accordance with NBR regulations and recommendations.

Concerning the client’s financial analysis, the group uses its own analysis model in accordance with BNR bank crediting principles and compiled with Basel I. The group portfolio of clients is divided into corporate clients and small and medium enterprises. The criteria for this division are the annual turnover: Less than 200.000 euro / year turnover – micro companies category Between 200.001 euro / year up to 5.000.000 euro / year turnover – SME category Over 10.000.000 euro / year turnover – corporate category The analysis model is based on the client’s financial status required from 3 consecutive periods, more precisely the last 2 balance sheets registered to the Financial Administration together with their trial balances and the most recent trial balance. In case the client does not have an activity history, the last 3 trial balances will be required. In case the company is newly established, it can be financed based on a forecasted cash flow and a business plan presentation if the business is considered viable. The indicators calculated by the analysis program will classify the clients in 5 categories as follows:
MARGINS
INTEREST margin Ron Min: Max: 3.00% 10.00% INTEREST margin Eur / USD Min: Max: 2.00% 8.50%

short-term RON PERFORMING CATEGORY A B C D E 49 – 60 37 – 48 25 – 36 13 – 24 0 – 12 3 – 4.4 4.4 – 5.8 5.8 – 7.2 7.2 – 8.6 8.6 – 10

USD, EURO(short-term) 2.00 – 3.30 3.30 – 4.60 4.60 – 5.90 5.90 – 7.20 7.20 – 8.50

Based on the reliability category, the margin for each client will be established according to the table. The margins in the table are a rough guide; the rates are negotiable depending on the client by authority of the approval committee. The indicators calculated for the classification of the clients are: operating margin

-

operating margin trend current rate current rate tendency debt level debt level tendency debt-to-equity ratio tendency of debt-to equity ratio debt service cover actual sales turnover business seniority management quality

The interpretation of the indicators is made as follows: 1. Objective indicators
PROFITABILITY
operating margin importance index:1 3 2 1 0 >15% 9 – 15 3–9 < 3% 3 0 increasing decreasing

PROFITABILITY
operating margin trend importance index:2 3 2 1 0

LIQUIDITY
Current rate importance index:2 >1.2 1.1 – 1.2(inclusively) 1 – 1,1(inclusively) <1 0 2 1

LIQUIDITY
current rate tendency importance index:3 increasing (over 0.8) decreasing but over 1

decreasing

SOLVENCY
debt-to-equity ratio importance index:2

SOLVENCY
tendency of d-to-e ratio importance index:3

DEBT SERVICE COVER
importance index:3

ACTUAL SALES GROWTH
importance index:3

3 2 1 0

< 50% 50 – 65 66 – 80 > 80%

2 1

decreasing (below 1) increasing (but below 80%) increasing

3 2 1 0

>2 1.5 – 2 1 – 1.5 <1

3 2 1 0

increase>=30% increase>=30% increase>=0% decrease

0

2. Subjective indicators
Business seniority
Importance Very good Good Satisfying Unsatisfying 3 2 1 0 importance index: 1 > 4 years < 4 years < 3 years < 2 years 3 2 1 0

Management quality
importance index: 2 very good good satisfying weak

VI. Financial management plan
Concerning the incomings and expenditures budget, the forecasted business trend and the financial requirements for 2009 the forecasts concerning the volume of financing reach approx. €10,000,000 per group and include both movable, immovable leasing, factoring and other financing facilities. Minimum financing requirements of BEST CAR LEASING IFN SA for 2009 are of approx. € 6.000,000 and for SIGMA LEASING IFN SA are of approx. € 4.000.000. The values were not randomly chosen, but are based on reliable projections and financing requests. The current interest rates are of about 10% - 10.5% for fixed rates in Euros and USD (18% - 19% for variable rates in lei), and the management and analysis fees are of about 5% - 6% applied only once when granting the financing. Clients pay a minimum advance of 10% - 15% at the beginning of the financing, and starting with the following month they pay the established leasing rate. The rates can only go as far as 60 months for auto leasing and 15 years for immovable leasing, the residual value will be acquitted either with the final rate or every month in addition with the monthly rate, according to the client and his financial analysis.

The financial assets of the group reached in march 2008 approx. €12,600,000 (€7,500,000 for Best Car Leasing IFN SA, €4,600,000 for Sigma Leasing IFN SA and €500.000 for Vision Leasing IFN SA). All companies completed year 2008 with operating profits and net profits. These profits were made as year 2008 was a year of maximum investments in infrastructure, network development and image and also on the verge of financial crises. The group benefits of competitive software especially designed for the group according to the specified requirements. The program includes several modules: Accounting Module – updated with the new accounting entries required by BNR Automated reporting Module – reporting module Client Management Module – manages leasing contracts individually, calculates rates, interests, notifies the date of each rate, and manages penalties due to payment delays. Invoicing Module – automatically prints standard individual invoices. At the moment, the group will implement the software in all the group companies and the soft will act as a competitive automatic banking soft.

VI. Credit risk management
The group benefits from a well-developed and strictly applied system of crediting and risk management as present in the previous chapter of the business plan. The group internal crediting regulations are elaborated together with its provisions policy in accordance with NBR regulations and recommendations.

VII. New management plan for 2009 – 2012 – important issues:
√ Taking into consideration the economic factors the group decided to move the activities to Germany by opening until September 2009 a branch in Muenchen (Bavaria) from which to finance directly into Central and Eastern Europe countries. √ The infrastructure of the group remains the same but the headquarters and the taxation applicable will be the one from Germany. The group has a very good network for financing in Romania and has over 6 years experience in the Romanian leasing and financing market.

√ The economic crises and the banks liquidity problems opened a market niche in financing the population and Small and Medium Enterprises in Romania. The group identified this opportunity and wants to explore it. √ The group intentions are to receive financing from Germany (banks, potential partners) and to finance with this money the leasing market, microcredit market and Small and Medium Enterprises in Romania and south - east Europe countries. The profit margins estimated are very high (5% – 7% gross margins) and the rate of default is estimated at maximum 1.2%. The group experience in Romania and the debt recover network can be a real valuable asset in this business. √ The financing requirements of the group are estimated around 10.000.000 euro for October 2009 – October 2010. The estimated cost conditions are Euribor6M + 2.5% margins and a management fee of 0.5% applicable at the credit value approved and payable at each draw of money. Non usage fee of 0.5%/year.