CapMan Group's Interim Report for 1 January - 30 September 2012
(Thomson Reuters ONE) -
CapMan Plc Stock Exchange Release - 1 November 2012 at 9.00 a.m. EET
CapMan Group's Interim Report for 1 January - 30 September 2012
Performance and main events during the review period:
- Group turnover totalled MEUR 21.3 (January-September 2011: MEUR 25.6),
of which MEUR 1.9 (MEUR 3.0) was carried interest.
- The Group's operating profit was MEUR 1.9 (MEUR 11.0).
- The Management Company business recorded an operating loss of
MEUR 1.3 (operating profit of MEUR 1.2), while the Fund Investment
business recorded an operating profit of MEUR 3.2 (MEUR 9.8).
- Profit before taxes was MEUR 2.7 (MEUR 14.0) and profit after
taxes was MEUR 2.3 (MEUR 10.5).
- Profit attributable to the owners of the parent company was
MEUR 2.3 (MEUR 10.3). Earnings per share were 0.5 cent (10.1 cents).
- Capital under management as of 30 September 2012 totalled
MEUR 2,977.7 (30 September 2011: MEUR 3,041.0).
CapMan's guidance for 2012
CapMan expects to complete first closings of fundraising for the Buyout X fund
and the Nordic Real Estate fund during the current year and for the CapMan
Russia II fund during the first quarter of 2013.
CapMan expects its pre-tax result to be positive in 2012, subject to no fair
value changes in the fourth quarter of the year. CapMan has previously not
provided guidance for 2012.
CEO Lennart Simonsen:
"This year, our efforts have been geared towards fundraising, which lays the
foundation for our operations for several years to come. The outlook of our
fundraising is positive despite a challenging market. We believe that we will
complete the first closings of fundraising for the Buyout X and the Nordic Real
Estate funds this year and for the CapMan Russia II fund in the first quarter
next year.
Our investment teams focus on the value development of our portfolio companies
and properties. Our portfolio companies have made 18 add-on investments this
year. The funds hold several portfolio companies and properties, for which exit
negotiations are ongoing. Our objective is to always sell our holdings at the
most attractive valuation, which in turn may affect the timing of exits.
Management fees were lower than in the comparable period as expected. The CapMan
Equity VII B fund transferred to carry in a challenging exit market.
Nevertheless, our total carried interest and the value development of our own
fund investments fell short of our targets in the review period. We continue to
reduce our expenses and to enhance the efficiency of our operations."
Business operations
CapMan Group is a private equity fund manager operating in the Nordic countries
and Russia. The Group also makes investments in its own funds.
Private equity investment means making direct equity investments in companies
and real estate. Investments are made through funds, which raise their capital
primarily from institutional investors such as pension funds and foundations.
Private equity investors actively develop their portfolio companies and real
estate by working closely with the management and tenants. Value creation is
based on promoting companies' sustainable growth and strengthening their
strategic position. Private equity investment is of a long-term nature -
investments are held for an average of four to six years and the entire life
cycle of a fund is typically around 10 years. Over the long term, private equity
funds have generated significantly higher levels of returns compared to other
investment classes(1), and the industry's prospects are good. By investing in
CapMan, institutional and private investors can benefit from the profit
potential of the private equity industry while diversifying their exposure.
The Group has two operating segments: a Management Company business and a Fund
Investment business.
In its Management Company business, CapMan raises capital from Nordic and
international institutions for the funds that it manages. The investment teams
invest this capital in Nordic and Russian companies and real estate. The
management company business has two sources of income. Fund investors pay a
management fee to CapMan (typically 0.5-2.5% p.a.) during the life cycle of each
fund. The management fee is based on fund size less realised exits during the
fund's investment period (typically 5 years), after which the management fee is
based on the remaining invested portfolio valued at cost. Management fees
normally cover CapMan's operating costs and generally represent a steady and
highly predictable source of income.
The second source of income of the Management Company business is carried
interest received from funds. Carried interest denotes the Management Company's
share of each fund's cash flow after paid-in capital has been distributed to
fund investors and the latter have received their annual preferential return
(so-called hurdle rate (IRR), typically 8% p.a.). The amount of carried interest
generated depends on the timing of exits and the stage at which funds are in
their life cycle, which makes advance prediction difficult.
Through its Fund Investment business CapMan makes investments from its own
balance sheet in the funds that it manages. Income in this business is generated
by increases in the fair value of investments and realised returns. Fair value
is determined by the development of portfolio companies and real estate held by
the funds in addition to general market developments. Revenue from CapMan's fund
investments can sometimes be negative.
As there may be considerable quarterly fluctuations in carried interest and the
fair value of fund investments, the Group's financial performance should be
analysed over a longer time span than the quarterly cycle.
Group turnover and result in January-September 2012
The Group's turnover declined compared to the first nine months of 2011 and
totalled MEUR 21.3 (January-September 2011: MEUR 25.6), as a result of lower
management fees and carried interest compared to the January-September 2011
period. In addition, turnover during the first nine months of last year included
MEUR 1.0 of real estate consulting income. CapMan sold its real estate
consulting business in June 2011. Operating expenses fell as expected, as a
result of efficiency enhancement initiatives, and totalled MEUR 23.1 (MEUR
25.4). Operating expenses for the review period included an impairment loss of
MEUR 0.5 resulting from CapMan's sale of a 4% stake in Access Capital Partners
Group SA. Operating expenses also include the investment teams' share of total
carried interest. For the review period, investment teams received MEUR 0.5 in
carried interest.
The Group recorded an operating profit of MEUR 1.9 (MEUR 11.0). Financial income
and expenses amounted to MEUR 0.3 (MEUR 0.2). CapMan's share of the profit of
its associated companies was MEUR 0.4 (MEUR 2.8). Profit before taxes was MEUR
2.7 (MEUR 14.0) and profit after taxes was MEUR 2.3 (MEUR 10.5).
Profit attributable to the owners of the parent company was MEUR 2.3 (MEUR
10.3). Earnings per share were 0.5 cent (10.1 cents).
A quarterly breakdown of turnover and profit, together with turnover, operating
profit/loss, and profit/loss by segment for the review period, can be found in
the Tables section of this report.
Management Company business
Turnover generated by the Management Company business during the first nine
months totalled MEUR 21.3 (MEUR 25.6). Management fees decreased compared to the
comparable period in 2011 as a result of exits, and totalled MEUR 18.3 (MEUR
20.7).
Carried interest for the first nine months of 2012 was MEUR 1.9 compared to
carried interest income of MEUR 3.0 for the first nine months of 2011.
The Management Company business recorded an operating loss of MEUR 1.3
(operating profit of MEUR 1.2) and a loss of MEUR 1.2 (profit of MEUR 1.0). The
status of the funds managed by CapMan is presented in more detail in Appendix 1.
Fund Investment business
Fair value changes related to fund investments totalled MEUR 3.5 (MEUR 10.2)
during the first nine months, and represented a 4.7% increase in value during
January-September 2012 (16.8% increase in value during the first nine months of
2011). Portfolio companies have developed favourably for the most part during
the first nine months of the year. For the remainder of the year, development is
expected to be neutral. Fair value changes were also influenced by developments
in the market value of the listed peers of our portfolio companies. The
aggregate fair value of fund investments as of 30 September 2012 was MEUR 72.4
(30 September 2011: MEUR 67.7).
The operating profit of the Fund Investment business was MEUR 3.2 (MEUR 9.8) and
profit for the first nine months was MEUR 3.5 (MEUR 9.5). CapMan's share of the
result of its Maneq associated companies impacted this figure. Changes in the
fair value of Maneq fund investments impacted the performance of Maneq
companies.
CapMan invested a total of MEUR 4.9 (MEUR 10.6) in its funds during the first
nine months. The majority of this was allocated to the CapMan Buyout VIII and
CapMan Russia funds. CapMan received distributions from funds totalling MEUR
3.3 (MEUR 18.3). The majority of the distributions came from the CapMan Equity
VII A fund and the CapMan Equity VII B fund as a result of the exit from
Tokmanni Group. CapMan did not make any new commitments to funds during the
review period.
The amount of remaining commitments totalled MEUR 20.2 as of 30 September 2012
(30 September 2011: MEUR 23.9). The aggregate fair value of existing investments
and remaining commitments as of the same date was MEUR 92.7 (MEUR 91.6).
CapMan's goal is to invest 1-5% of the original capital in the new funds that it
manages, depending on fund size, fund demand, and CapMan's investment capacity.
Investments in portfolio companies are valued at fair value in accordance with
International Private Equity and Venture Capital Valuation Guidelines (IPEVG),
while real estate assets are valued in accordance with the value appraisals of
external experts, as detailed in Appendix 1.
Investments at fair value and remaining investment capacity by investment area
are presented in the Tables section.
Balance sheet and financial position as of 30 September 2012
CapMan's balance sheet totalled MEUR 135.5 as of 30 September 2012 (30 September
2011: MEUR 150.6). Non-current assets amounted to MEUR 114.1 (MEUR 109.2), of
which the carrying amount of goodwill totalled MEUR 6.2 (MEUR 6.2).
Fund investments booked at fair value totalled MEUR 72.4 (MEUR 67.7). Long-term
receivables amounted to MEUR 19.5 (MEUR 19.4), of which MEUR 18.3 (MEUR 18.5)
represented loan receivables from Maneq funds. Both CapMan Plc and CapMan
personnel are investors in Maneq funds. The expected returns from CapMan's Maneq
investments are broadly in line with the return expectations for CapMan's other
investments in its own funds, and Maneq funds pay market rate interest on loans
they receive from CapMan Plc.
Current assets amounted to MEUR 20.4 (MEUR 37.9). Liquid assets (cash in hand
and at banks, plus other financial assets at fair value through profit and loss)
amounted to MEUR 12.5 (MEUR 32.0). Liquid assets decreased mainly because CapMan
completed fewer exits during the review period compared to the first nine months
of 2011.
CapMan Plc's hybrid bond stands at MEUR 29.0. Due to dividend payments, the
interest on the bond for the financial year is deducted from equity in line with
the terms of the loan. The interest on the bond is payable semi-annually. CapMan
Plc had a bank financing package totalling MEUR 55.0 (MEUR 44.4) available as of
30 September 2012, of which MEUR 30.0 (MEUR 34.4) was utilised. Trade and other
payables totalled MEUR 18.4 (MEUR 24.1). The Group's interest-bearing net debt
amounted to MEUR 18.1 (MEUR 3.1).
CapMan Plc's bank loans include financing covenants, which are conditional to
the equity ratio, the ratio of interest bearing bank loans to fund investments
from the balance sheet and the level of rolling 12 month EBITDA. Because the
covenant related to EBITDA was below the level agreed with the bank at the end
of the review period, a new EBITDA level was agreed upon with the bank while
other loan terms remain unchanged.
The Group's cash flow from operations totalled MEUR -2.6 (MEUR 1.0). Income from
fund management fees is paid semi-annually, in January and July, and is shown
under working capital in the cash flow statement. Cash flow from investments
totalled MEUR 2.4 (MEUR 15.4) and includes, inter alia, fund investments and
repaid capital received by the Group. Cash flow before financing totalled MEUR
-0.2 (MEUR 16.4), while cash flow from financing was MEUR -10.0 (MEUR -18.8).
Key figures as of 30 September 2012
CapMan's equity ratio as of 30 September 2012 was 63.3% (30 September
2011: 59.9%), its return on equity 3.6% (15.7%), and its return on investment
4.3% (15.9%). The target levels for the company's equity ratio and return on
equity are at least 60% and over 20%, respectively.
Key figures
30.9.12 30.9.11 31.12.11
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Earnings per share, cents 0.5 10.1 10.1
Diluted, cents 0.5 9.9 10.1
Shareholders' equity / share, cents * 98.1 103.3 104.7
Share issue adjusted number of shares 84,255,467 84,255,467 84,255,467
Number of shares at the end of period 84,281,766 84,281,766 84,281,766
Number of shares outstanding 84,255,467 84,255,467 84,255,467
Company's possession of its own shares, end of
period 26,299 26,299 26,299
Return on equity, %** 3.6 15.7 12.4
Return on investment,%** 4.3 15.9 11.9
Equity ratio,% 63.3 59.9 61.9
Net gearing,% 21.8 3.6 14.4
*) In line with IFRS standards, the MEUR 29 hybrid bond has been included in
equity, also when calculating equity per share. The interest on the hybrid bond
(net of tax) for the review period has been included when calculating earnings
per share.
Fundraising during January-September 2012 and capital under management as of 30
September 2012
Capital under management refers to the remaining investment capacity of funds
and capital already invested at acquisition cost. Capital increases as
fundraising for new funds progresses and declines as exits are made.
We expect fundraising to remain challenging for the foreseeable future. The
extended period of economic instability has prolonged fundraising efforts of
many private equity funds, resulting in a record number of funds in the market.
As fund investors are increasingly selective in making investment decisions,
fewer funds have reached successful closes compared to previous years.
CapMan began fundraising for the Buyout X, Nordic Real Estate and CapMan Russia
II funds during the review period. We believe that we will complete the first
closings of fundraising for Buyout X and Nordic Real Estate during 2012. For the
CapMan Russia II fund, we expect to complete the first closing of fundraising
during the first quarter of 2013.
Capital under management declined to MEUR 2,977.7 as of 30 September 2012 (30
September 2011: MEUR 3,041.0). The decline is attributable to the exits made
after the comparable period. Of the total capital under management, MEUR
1,537.5 (MEUR 1,599.1) was held in funds making investments in portfolio
companies and MEUR 1,440.2 (MEUR 1,441.9) in real estate funds.
Funds under management, together with their investment activities, are presented
in more detail in Appendices 1 and 2.
Authorisations held by the Board
The Annual General Meeting authorised the Board of Directors to decide on the
repurchase and/or on the acceptance as pledges of the company's B shares. The
number of B shares concerned shall not exceed 8,000,000, and the authorisation
shall remain in force until the end of the following AGM and 30 June 2013 at the
latest. The AGM also authorised the Board to decide on the issuance of shares
and other special rights entitling to shares. The number of shares to be issued
shall not exceed 15,000,000 B shares and the authorization shall remain in force
until the end of the following AGM, however no later than 30 June 2013.
Further details on these authorisations can be found in the stock exchange
release on the decisions taken by the AGM issued on 14 March 2012.
Personnel
CapMan employed a total of 108 people as of 30 September 2012 (30 September
2011: 124), of whom 71 (82) worked in Finland and the remainder in Sweden,
Norway, Russia, and Luxembourg. A breakdown of personnel by country is presented
in the Tables section.
Shares and share capital
There were no changes in CapMan Plc's share capital or the number of company
shares during the first nine months of 2012. Share capital as of 30 September
2012 totalled EUR 771,586.98. The number of B shares was 78,531,766 and that of
A shares 5,750,000 as of 30 September 2012.
B shares entitle holders to one vote per share and A shares to 10 votes per
share.
Shareholders
The number of CapMan Plc shareholders increased by 9.6% compared to the first
nine months of 2011 and totalled 6,039 as of 30 September 2012 (30 September
2011: 5,512).
CapMan Plc received two flagging notices during the review period. Oy
Inventiainvest Ab's share of the total number of shares and voting rights in
CapMan Plc has exceeded 5% and 15%, respectively. Ari Tolppanen's and Oy Aristo-
Invest Ab's combined share of the total number of shares in CapMan Plc and their
combined share of voting rights in CapMan Plc have fallen below 5%. Ari
Tolppanen's combined direct and indirect ownership of and voting rights in
CapMan Plc remain unchanged following the transaction.
Company shares
As of 30 September 2012, CapMan Plc held a total of 26,299 CapMan Plc B shares.
No changes took place in the number of shares held by CapMan Plc during the
first nine months.
Stock option programmes
As of 30 September 2012, CapMan Plc had one stock option programme - Option
Programme 2008 - in place as part of its incentive and commitment arrangements
for personnel. The maximum number of stock options issued under Option Programme
2008 will be 4,270,000, which will carry an entitlement to subscribe to a
maximum of 4,270,000 new B shares. The programme is divided into A and B series,
both of which cover a maximum of 2,135,000 option entitlements. The share
subscription price of the 2008A options is EUR 2.53 and of the 2008B option EUR
0.89. The subscription period for 2008A and 2008B options started on 1 May 2011
and 1 May 2012, respectively. Receivables from shares subscribed to under these
options will be entered in the company's unrestricted shareholders' equity. As
of 30 September 2012, 1,926,250 2008A stock option entitlements and
2,070,000 2008B stock option entitlements were allocated.
Trading and market capitalisation
CapMan Plc's B shares closed at EUR 0.87 on 30 September 2012 (30 September
2011: EUR 1.07). The average price during the first nine months was EUR 0.97
(EUR 1.52). The highest price paid was EUR 1.18 (EUR 1.84) and the lowest EUR
0.85 (EUR 0.90). The number of CapMan Plc B shares traded between January and
September 2012 totalled 14.9 million (13.3 million), valued at MEUR 14.4 (MEUR
20.5).
The market capitalisation of CapMan Plc B shares as of 30 September 2012 was
MEUR 68.3 (30 September 2011: MEUR 83.8). The market capitalisation of all
company shares, including A shares valued at the closing price of B shares, was
MEUR 73.3 (MEUR 90.2).
Other events during the review period
Funds managed by CapMan completed the exit from the Tokmanni Group in July. The
exit transferred the CapMan Equity VII B fund to carry. The impact of the
transaction on CapMan's result for the review period was approx. MEUR 1.2
consisting of carried interest income and return on CapMan's own fund
investments. The impact on the Group's review period cash flow was approx. MEUR
4.4.
CapMan sold a 4% percent stake in Access Capital Partners Group SA in July.
Following the transaction, CapMan retains a 1% stake in the company. The
transaction resulted in a MEUR 0.5 loss and positive cash flow of approx. MEUR
2 for the Group for the review period.
Significant risks and short-term uncertainties
Prolonged financial market uncertainty may affect CapMan's operations by
delaying exits and reducing the fair value of the Group's fund investments.
Fluctuations in exchange rates could also affect the valuation of CapMan's
portfolio companies.
Continued market uncertainty will also likely deteriorate the already
challenging fundraising conditions by reducing fund investors' willingness and
ability to make new commitments to CapMan's funds. Fundraising markets are
expected to remain crowded over the short term, possibly affecting the outcome
of the on-going fundraising. A successful fundraising effort will impact the
total amount of capital under management, hence resulting in new management
fees.
The EU's Basel III and Solvency II regulatory initiatives limit the ability of
European banks and insurance companies to invest in private equity funds, and
could therefore impact CapMan's fundraising activity.
Business environment
According to statistics from Preqin, private equity assets under management
reached three trillion dollars for the first time this year. This development
reflects investors' faith in the long-term return potential of the private
equity industry despite ongoing economic uncertainty.(2) A record number of
funds are currently in the market and investors are more selective in making
investment decisions as a consequence. Funds that focus on small and mid-cap M&A
continue to attract investor interest.(3)
The number of buyout transactions declined from the second quarter on all
markets in Europe except for France, Germany and Benelux. Transaction values
also declined during the third quarter.(4) Credit terms for bank-based financing
are expected to have tightened in Europe during the third quarter.(5) Compared
to the rest of Europe, Nordic banks have been less affected by the economic
problems in the eurozone, which has helped maintain the availability of bank-
based funding and M&A activity in the Nordic region.
The exit market stalled during the third quarter and a return to levels
preceding the financial crisis has been slow.(6) A stronger exit market would
boost capital repayments to investors and enhance their ability to make new
commitments to private equity funds.
Russia became a member of the World Trade Organization (WTO) in August, which
enhances Russia's significance as an investment environment. The membership and
the resulted increase in transparency make Russia more attractive to
international investors, which in turn support the exit market. Russia's GDP and
private consumption have grown fast over the past six years(7) and many
companies are looking for growth financing. Private equity is becoming a
significant source of capital for small and mid-sized businesses, as the
availability of bank-based funding for this segment is limited in Russia.
Commercial real estate investment activity in the Nordic Region declined
modestly during the third quarter in comparison to the second quarter. The
volume seems to remain quite stable compared to the same period last year,
according to data from CBRE.(8) Transaction volumes increased in Finland January
through August 2012 compared to the corresponding period last year, according to
KTI. Foreign investors have accounted for approx. 30% of the volume.(9) Prime
rents and yields have remained stable across the Nordic capital cities according
to CBRE.(10)Availability of traditional senior financing outside of the prime
sector remains relatively scarce with tightened terms.
CapMan funds investing in portfolio companies will continue to execute their
investment strategies, and the prospects of our portfolio companies are largely
neutral for the foreseeable future. In accordance with IPEVG criteria, the fair
value development of portfolio companies will also be impacted by the
development of the profit projections and market valuations of listed companies
and the performance of currencies used in our areas of operations against the
euro.
CapMan funds investing in portfolio companies have some MEUR 474 available for
new and add-on investments, while real estate funds have approx. MEUR 33 in
investment capacity, primarily for developing their existing portfolios. Long-
term cooperation with Nordic banks is of particular importance for us, and has
been successful.
Regulatory environment
The European Directive on Alternative Investment Fund Managers (AIFM directive)
came into force on 21 July 2011, and member states have until 21 July 2013 to
integrate it into their national legislation. The directive stipulates an
operating license for participants, as well as other significant requirements,
including fund investor and authority reporting. Thanks to its organisation and
operating model, CapMan is in a good position to operate within the requirements
of these new regulations.
In the US, the Dodd-Franck Act requires certain non-US private equity advisors
and managers to register with or report to the Securities and Exchange
Commission (S.E.C.). In line with the requirements of the Act, CapMan reported
to the S.E.C. on Group companies that manage funds with American investors or
offer investment advice covering such funds by 30 March 2012.
CapMan actively monitors other regulatory developments affecting the industry,
including the Basel III and Solvency II initiatives, which are designed to set
capital requirements for European banks and insurance companies.
CapMan's guidance for 2012
CapMan expects to complete first closings of fundraising for the Buyout X fund
and the Nordic Real Estate fund during the current year and for the CapMan
Russia II fund during the first quarter of 2013.
CapMan expects its pre-tax result to be positive in 2012, subject to no fair
value changes in the fourth quarter of the year. CapMan has previously not
provided guidance for 2012.
The CapMan Group will publish its financial statements bulleting for 2012 on
Friday, 8 February 2013.
Helsinki, 1 November 2012
CAPMAN PLC
Board of Directors
Further information:
Lennart Simonsen, CEO, tel. +358 207 207 567 or +358 400 439 684
Niko Haavisto, CFO, tel. +358 207 207 583 or +358 50 465 4125
Distribution:
NASDAQ OMX Helsinki
Principal media
www.capman.com
References:
1) Bain & Company, Global Private Equity Report
2) Preqin Quarterly Q3 2012, October 2012
3) Preqin Investor Outlook H1 2012
4) Q3 2012 Arle unquote" Private Equity Barometer, October 2012
5) ECB The euro area bank lending survey, July 2012
6) Preqin Quarterly Q3 2012, October 2012
7) Economist Intelligence Unit
8) CBRE MarketView Q3 2012, European Investment Quarterly
9) KTI Finnish Property Monthly, July-August 2012
10) CBRE MarketView Q3 2012, EMEA Rents and Yields
Appendices (after the Tables section):
Appendix 1: CapMan Group's funds under management as of 30 September 2012, MEUR
Appendix 2: Operations of CapMan's funds under management, 1 January - 30
September 2012
Accounting principles
The Interim Report has been prepared in accordance with the International
Financial Standards (IFRS) and is in conformity with the accounting policies
published in the 2011 financial statements. The revised and amended standards
entering into force on 1 January 2012 had no impact on this interim report. The
information presented in the Interim Report is un-audited.
GROUP STATEMENT OF COMPREHENSIVE INCOME (IFRS)
? ('000) 7-9/12 7-9/11 1-9/12 1-9/11 1-12/11
--------------------------------------------------------------------------------
Turnover 8,054 9,859 21,255 25,608 32,440
Other operating income -16 40 216 641 670
Personnel expenses -4,744 -5,002 -13,371 -16 374 -22,349
Depreciation and amortisation -182 -203 -567 -633 -811
Other operating expenses -2,777 -2,755 -9,139 -8,418 -11,704
Fair value gains / losses of investments -281 -101 3,545 10,220 12,849
Operating profit 54 1,838 1,939 11,044 11,095
Financial income and expenses 396 -195 344 213 559
Share of associated companies' result -173 347 435 2,753 2,055
Profit before taxes 277 1,990 2,718 14,010 13,709
Income taxes 45 -374 -418 -3,499 -2,622
Profit for the period 322 1,616 2,300 10,511 11,087
Other comprehensive income:
Translation differences 1 15 6 1 -31
Total comprehensive income 323 1,631 2,306 10,512 11,056
Profit attributable to:
Equity holders of the company 322 1,616 2,300 10,323 10,899
Non-controlling interests 0 0 0 188 188
Total comprehensive income attributable
to:
Equity holders of the company 323 1,631 2,306 10,324 10,868
Non-controlling interests 0 0 0 188 188
Earnings per share for profit attributable
to the equity holders of the Company:
Earnings per share, cents -0.3 1.2 0.5 10.1 10.1
Diluted, cents -0.3 1.2 0.5 9.9 10.1
Accrued interest payable on the hybrid bond has been taken into consideration
for the review period when calculating earnings per share.
GROUP BALANCE SHEET (IFRS)
? ('000) 30.9.12 30.9.11 31.12.11
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ASSETS
Non-current assets
Tangible assets 457 467 438
Goodwill 6,204 6,204 6,204
Other intangible assets 1,640 1,995 1,881
Investments in associated companies 8,971 9,068 8,347
Investments at fair value through profit and loss
Investments in funds 72,442 67,671 70,167
Other financial assets 99 597 597
Receivables 19,528 19,392 19,601
Deferred income tax assets 4,786 3,800 4,025
114,127 109,194 111,260
Current assets
Trade and other receivables 7,941 5,837 5,467
Other financial assets at fair value
through profit and loss 374 378 378
Cash and bank 12,100 31,664 21,887
20,415 37,879 27,732
Non-current assets held for sale 945 3,501 3,501
Total assets 135,487 150,574 142,493
? ('000) 30.9.12 30.9.11 31.12.11
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EQUITY AND LIABILITIES
Capital attributable the Company's
equity holders
Share capital 772 772 772
Share premium account 38,968 38,968 38,968
Other reserves 38,814 38,679 38,679
Translation difference 44 70 38
Retained earnings 4,052 8,582 9,784
Total equity 82,650 87,071 88,241
Non-current liabilities
Deferred income tax liabilities 2,331 3,019 2,569
Interest-bearing loans and borrowings 26,523 28,905 28,753
Other liabilities 1,241 1,238 1,131
30,095 33,162 32,453
Current liabilities
Trade and other payables 18,417 24,091 15,269
Interest-bearing loans and borrowings 4,000 6,250 6,250
Current income tax liabilities 325 0 280
22,742 30,341 21,799
Total liabilities 52,837 63,503 54,252
Total equity and liabilities 135,487 150,574 142,493
GROUP STATEMENT OF
CHANGES IN EQUITY
Attributable to the equity holders of the
Company
Trans-
Share Share Other lation Retained Total Non- Total
dif- control-
capital premium reserves ferences earnings ling equity
? ('000) account interests
--------------------------------------------------------------------------------
Equity on
1 January
2011 772 38,968 38,679 69 12,241 90,729 273 91,002
Options 317 317 317
Dividends -10,114 -10,114 -222 -10,336
Hybrid
bond,
interest
(net of
tax) -2,414 -2,414 -2,414
Copmrehen-
sive profit 1 10,323 10,324 188 10,512
Acquisition
of non-
controlling
interests -1,771 -1,771 -239 -2,010
Equity on
30
September
2011 772 38,968 38,679 70 8,582 87,071 0 87,071
Equity on
1 January
2012 772 38,968 38,679 38 9,784 88,241 0 88,241
Options 135 272 407 407
Dividends -5,898 -5,898 -5,898
Hybrid
bond,
interest
(net of
tax) -2,463 -2,463 -2,463
Other
changes 57 57 57
Copmrehen-
sive profit 6 2,300 2,306 2,306
Equity on
30
September
2012 772 38,968 38,814 44 4,052 82,650 0 82,650
STATEMENT OF CASH FLOW (IFRS)
? ('000) 1-9/12 1-9/11 1-12/11
-----------------------------------------------------------------
Cash flow from operations
Profit for the financial year 2,300 10,511 11,087
Adjustments 531 -7,453 -10,350
Cash flow before change in working capital 2,831 3,058 737
Change in working capital -2,252 2,276 -1,142
Financing items and taxes -3,183 -4,310 -7,788
Cash flow from operations -2,604 1,024 -8,193
Cash flow from investments 2,372 15,407 14,607
Cash flow before financing -232 16,431 6,414
Dividends paid -5,898 -10,336 -10,336
Other net cash flow -3,657 -8,480 -8,240
Financial cash flow -9,555 -18,816 -18,576
Change in cash funds -9,787 -2,385 -12,162
Cash funds at start of the period 21,887 34,049 34,049
Cash funds at end of the period 12,100 31,664 21,887
Segment information
The Group reports two segments: Management company business and Fund
investments
Fund Investment
7-9/2012 Management Company business business Total
CapMan Private CapMan Real
? ('000) Equity Estate Total
--------------------------------------------------------------------------------
Turnover 6,364 1,690 8,054 0 8,054
Operating
profit/loss 566 -120 446 -392 54
Profit/loss for
the financial year 692 -120 572 -250 322
Fund Investment
7-9/2011 Management Company business business Total
CapMan Private CapMan Real
? ('000) Equity Estate Total
--------------------------------------------------------------------------------
Turnover 7,915 1,944 9,859 0 9,859
Operating
profit/loss 1,754 361 2,115 -277 1,838
Profit/loss for
the financial year 1,150 361 1,511 105 1,616
Fund Investment
1-9/2012 Management Company business business Total
CapMan Private CapMan Real
? ('000) Equity Estate Total
--------------------------------------------------------------------------------
Turnover 16,155 5,100 21,255 0 21,255
Operating
profit/loss -547 -720 -1,267 3,206 1,939
Profit/loss for
the financial year -472 -720 -1,192 3,492 2,300
Assets 7,896 503 8,399 105,728 114,127
Total assets
includes:
Investments in
associated
companies 0 0 0 8 971 8 971
Non-current assets
held for sale 945 0 945 0 945
Fund Investment
1-9/2011 Management Company business business Total
CapMan Private CapMan Real
? ('000) Equity Estate Total
--------------------------------------------------------------------------------
Turnover 19,206 6,402 25,608 0 25,608
Operating
profit/loss 1,557 -339 1,218 9,826 11,044
Profit/loss for
the financial year 1,382 -339 1,043 9,468 10,511
Assets 8,687 577 9,264 99,930 109,194
Total assets
includes:
Investments in
associated
companies 0 0 0 9,068 9,068
Non-current assets
held for sale 3,501 0 3,501 0 3,501
Fund Investment
1-12/2011 Management Company business business Total
CapMan Private CapMan Real
? ('000) Equity Estate Total
--------------------------------------------------------------------------------
Turnover 24,633 7,807 32,440 0 32,440
Operating
profit/loss -45 -1,024 -1,069 12,164 11,095
Profit/loss for
the financial year -651 -1,024 -1,675 12,762 11,087
Assets 8,362 627 8,989 102,271 111,260
Total assets
includes:
Investments in
associated
companies 0 0 0 8,347 8,347
Non-current assets
held for sale 3,501 0 3,501 0 3,501
Income taxes
The Group's income taxes in the Income Statements are calculated on the basis of
current taxes on taxable income and deferred taxes. Deferred taxes are
calculated on the basis of all temporary differences between book value and
fiscal value.
Dividend
A dividend of ?0.07 per share, total ?5.9 million, was paid for the year 2011.
The dividend was paid to the shareholders on 26 March 2012 (A dividend of ?0.12
per share, total ?10.1 million, was paid for the year 2010.).
Non-current assets
? ('000) 30.9.12 30.9.11 31.12.11
-------------------------------------------------------------------
Investments in funds at fair value through
profit and loss at Jan 1 70,167 66,504 66,504
Additions 5,003 10,619 11,847
Distributions -3,302 -18,313 -19,530
Fair value gains/losses on investments 574 8,861 11,346
Investments in funds at fair value through
profit and loss at end of the period 72,442 67,671 70,167
Investments in funds at fair value through
profit and loss at the end of period 30.9.12 30.9.11 31.12.11
Buyout 37,996 35,567 37,458
Mezzanine 3,774 4,625 3,835
Russia 4,102 2,459 2,836
Public Market 3,946 3,069 3,631
Real Estate 6,375 5,716 6,038
Other 11,710 11,840 11,961
Access 4,539 4,395 4,408
In total 72,442 67,671 70,167
Transactions with related parties (associated companies)
? ('000) 30.9.12 30.9.11 31.12.11
--------------------------------------------------------------------------
Receivables - non-current at end of review period 18,298 18,512 18,682
Receivables - current at end of review period 520 702 890
Non-current liabilities
? ('000) 30.9.12 30.9.11 31.12.11
--------------------------------------------------------------------------
Interest bearing loans at end of review period 26,523 28,905 28,753
Seasonal nature of business
Carried inrerest income is accrued on an irregular schedule depending on the
timing of exits.
One exit may have an appreciable impact on the Group's result for the full
financial year.
Personnel
By country 30.9.12 30.9.11 31.12.11
--------------------------------------------------------------------------------
Finland 71 82 79
Sweden 15 19 18
Norway 8 8 8
Russia 13 14 14
Luxembourg 1 1 1
In total 108 124 120
Commitments
? ('000) 30.9.12 30.9.11 31.12.11
Leasing agreements 7,296 7,699 7,534
Securities and other contingent liabilities 66,198 68,292 67,143
Remaining commitments to funds 20,245 23,852 24,425
Remaining commitments by investment area
Buyout 8,082 9,808 10,008
Mezzanine 4,543 4,281 4,826
Russia 1,121 2,247 2,113
Public Market 1,059 315 299
Real Estate 834 1,078 942
Other 3,249 4,214 4,328
Access 1,357 1,909 1,909
In total 20,245 23,852 24,425
Turnover and profit quarterly
2012
MEUR 1-3/12 4-6/12 7-9/12 1-9/12
-----------------------------------------------------------------
Turnover 6.7 6.5 8.1 21.3
Management fees 6.2 6.2 5.9 18.3
Carried interest 0.0 0.0 1.9 1.9
Other income 0.5 0.3 0.3 1.1
Other operating income 0.0 0.2 0.0 0.2
Operating expenses -7.5 -7.9 -7.7 -23.1
Fair value gains of investments 3.5 0.3 -0.3 3.5
Operating profit/loss 2.7 -0.8 0.0 1.9
Financial income and expenses 0.2 -0.3 0.4 0.3
Share of associated companies' result 0.7 -0.1 -0.2 0.4
Profit/loss before taxes 3.6 -1.2 0.3 2.7
Profit/loss for the period 3.1 -1.1 0.3 2.3
2011
MEUR 1-3/11 4-6/11 7-9/11 1-9/11 10-12/11 1-12/11
--------------------------------------------------------------------------------
Turnover 8.2 7.6 9.8 25.6 6.8 32.4
Management fees 7.1 6.8 6.8 20.7 6.4 27.1
Carried interest 0.4 0.0 2.6 3.0 0.1 3.1
Real Estate consulting 0.5 0.5 0.0 1.0 0.0 1.0
Other income 0.2 0.3 0.4 0.9 0.3 1.2
Other operating income 0.0 0.6 0.0 0.6 0.0 0.6
Operating expenses -8.3 -9.2 -7.9 -25.4 -9.5 -34.9
Fair value gains / losses of
investments 4.1 6.2 -0.1 10.2 2.6 12.8
Operating profit 4.0 5.2 1.8 11.0 0.1 11.1
Financial income and expenses 0.4 0.0 -0.2 0.2 0.4 0.6
Share of associated companies'
result 0.5 1.9 0.4 2.8 -0.7 2.1
Profit/loss after financial items 4.8 7.2 2.0 14.0 -0.3 13.7
Profit for the period 3.7 5.2 1.6 10.5 0.6 11.1
APPENDIX 1: THE CAPMAN GROUP'S FUNDS UNDER MANAGEMENT AS OF 30 SEPTEMBER 2012,
MEUR
The tables below show the status of the funds managed by CapMan as of 30
September 2012. CapMan groups its funds into four categories in terms of their
life cycle as follows: 1) Funds generating carried interest; 2) Funds in exit
and value creation phase; 3) Funds in active investment phase; and 4) Funds with
no carried interest potential for CapMan.
Exits made by funds generating carried interest provide CapMan with immediate
carry income, while those in the exit and value creation phase can be expected
to start generating carried interest within the next 1-5 years. The carry
potential of funds in active investment phase is likely to be realised over the
next 5-10 years. The last category comprises funds that do not offer any carried
interest potential for CapMan, either because CapMan's share of carry in the
funds concerned is small or because the funds are not expected to transfer to
carry.
When analysing the projected timetable within which a fund could transfer to
carry, the cumulate cash flow that investors have already received should be
compared to the fund's paid-in capital. In order for a fund to enter carry, it
must first return its paid-in capital and pay an annual preferential return to
investors. In the case of funds in the exit or value creation phase, the table
shows the cash flow that must be returned to investors to enable a fund to
transfer to carry. The carry potential of each fund can be evaluated by
comparing this figure to the fair value of the fund's portfolio. A portfolio's
fair value, including its possible net cash flows, provides an indication of the
distributable capital available as of the end of the reporting period. Any
uncalled capital in a fund (relevant especially for funds in the active
investment phase) should be taken into account when evaluating the cash flow
that will be needed to enable a fund to transfer to carry.
The percentage shown in the last column indicates the share of each fund's cash
flow due to CapMan as and when the fund transfers to carry. Following a previous
distribution of carried interest, any new paid-in capital, together with the
annual preferential return payable on it, must be returned to investors before
any further distribution of carried interest can take place.
Definitions of the column headings are shown below the table.
FUNDS INVESTING IN PORTFOLIO COMPANIES
Size Paid-in Fund's Net Distributed Amount CapMan's
capital current cash cash of cash share of
portfolio assets flow flow cash
---------------- -------------- needed flow if
At At fair To To to fund
cost value invest- mgmt transfer gene-
ors com- the fund rates
pany to carry carried
as of interest
30.9.
2012
Funds
gene-
rating
carried
interest
Fenno
Program
1), FM II
B, FV V,
FM IIIB,
CME VII B
--------------------------------------------------------------------------------
Total 314.5 308.8 30.9 24.5 4.3 492.8 19.2 10-20%
Funds in
exit and
value
creation
phase
FM III A 101.4 100.6 18.4 15.7 1.6 126.7 3.9 20%
CME VII A
6) 156.7 156.7 52.9 44.2 6.2 179.2 37.1 15%
CME Sweden
6) 67.0 67.0 22.6 18.9 2.6 76.1 17.3 15%
CMB VIII
2) 6) 440.0 391.1 258.6 290.8 1.5 158.6 377.3 12%
CMLS IV 54.1 51.0 31.7 35.7 0.2 13.2 53.5 10%
CMT 20072) 99.6 70.1 39.4 58.3 0.4 9.1 83.9 10%
CMPM 138.0 131.0 101.8 107.7 0.4 57.2 101.4 10%
CMR 118.1 94.3 67.7 82.5 0.4 0.0 111.9 3.4%
--------------------------------------------------------------------------------
Total 1,174.9 1,061.8 593.1 653.8 13.3 620.1
Funds in
active
invest-
ment
phase
CMB IX 294.6 223.9 185.0 221.7 2.5 13.4 10%
CMM V 95.0 26.2 24.3 27.5 1.0 1.7 10%
--------------------------------------------------------------------------------
Total 389.6 250.1 209.3 249.2 3.5 15.1
Fund with
no carried
interest
potential
for CapMan
FV IV, FV
VET, SWE
LS 3), SWE
Tech
2), 3),
CME VII C,
FM II A,
C, D 2),
FM III C,
CMM IV 4)
--------------------------------------------------------------------------------
Total 587.0 561.6 154.0 129.1 31.2 389.1
Private
equity
funds
total 2,466.0 2,182.3 987.3 1,056.6 52.3 1,517.1 19.2
--------------------------------------------------------------------------------
REAL ESTATE FUNDS
Invest- Paid-in Fund's Net Distributed Amount CapMan's
ment capital current cash cash flow of cash share of
capa- portfolio assets flow cash
city ----------------- --------------- needed flow if
At cost At fair To in- To to fund
value vestors mgmt- transfer gene-
com- the fund rates
pany to carry carried
as of interest
30.9.
2012
Funds in
exit and
value
creation
phase
CMRE I 5)
Equity
and
bonds 200.0 188.5 60.4 44.1 207.8 27.4 68.3 26%
Debt-
finan-
cing 300.0 276.6 70.5 70.5
--------------------------------------------------------------------------------
Total 500.0 465.1 130.9 114.6 1.1 207.8 27.4
CMRE II
Equity
and
bonds 150.0 118.3 103.8 114.0 20.6 145.3 12%
Debt-
finan-
cing 450.0 285.4 228.1 228.1
--------------------------------------------------------------------------------
Total 600.0 403.7 331.9 342.1 3.7 20.6
CMHRE
Equity
and
bonds 332.5 314.7 364.3 303.7 34.5 397.9 12%
Debt-
finan-
cing 617.5 542.6 512.1 512.1
--------------------------------------------------------------------------------
Total 950.0 857.3 876.4 815.8 4.7 34.5
Total 2,050.0 1,726.1 1,339.2 1,272.5 9.5 262.9 27.4
Funds in
active-
invest-
ment
phase
PSH Fund
Equity
and
bonds 5.0 3.5 3.4 6.1 0.8 10%
Debt-
finan-
cing 8.0 8.0 7.9 7.9
--------------------------------------------------------------------------------
Total 13.0 11.5 11.3 14.0 0.2 0.8
Total 13.0 11.5 11.3 14.0 0.2 0.8
Real
Estate
funds
total 2,063.0 1,737.6 1,350.5 1,286.5 9.7 263.7 27.4
--------------------------------------------------------------------------------
Abbreviations used to refer to funds:
CMB = CapMan Buyout CMRE = CapMan Real Estate
CME = CapMan Equity CMT 2007 = CapMan Technology 2007
CMLS = CapMan Life Science FM = Finnmezzanine Fund
CMM = CapMan Mezzanine FV = Finnventure Fund
CMHRE = CapMan Hotels RE PSH Fund = Project Specific Hotel Fund
CMPM = CapMan Public Market Fund SWE LS = Swedestart Life Science
CMR = CapMan Russia Fund SWE Tech = Swedestart Tech
Explanation of the terminology used in the fund tables
Size/Original investment capacity:
Total capital committed to a fund by investors, i.e. the original size of a
fund. For real estate funds, investment capacity also includes the share of debt
financing used by a fund.
Paid-in capital:
Total capital paid into a fund by investors as of the end of the review period.
Fund's current portfolio at fair value:
Fund investments in portfolio companies are valued at fair value in accordance
with the International Private Equity and Venture Capital Valuation Guidelines
(IPEVG, www.privateequityvaluation.com), and investments in real estate assets
are valued in accordance with the appraisals of external experts.
Fair value is the amount for which an asset could be exchanged between
knowledgeable, willing parties in an arm's length transaction. Due to the nature
of private equity investment activities, fund portfolios contain investments
with a fair value that exceeds their acquisition cost, as well as investments
with a fair value less than the acquisition cost.
Net cash assets:
When calculating the investors' share, a fund's net cash assets must be taken
into account in addition to the portfolio
Unternehmensinformation / Kurzprofil:
Datum: 01.11.2012 - 08:01 Uhr
Sprache: Deutsch
News-ID 198431
Anzahl Zeichen: 65626
contact information:
Town:
Helsinki
Kategorie:
Business News
Diese Pressemitteilung wurde bisher 176 mal aufgerufen.
Die Pressemitteilung mit dem Titel:
"CapMan Group's Interim Report for 1 January - 30 September 2012"
steht unter der journalistisch-redaktionellen Verantwortung von
CapMan Oyj (Nachricht senden)
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