CapMan Plc Group's Financial Statements Bulletin for 2010
(Thomson Reuters ONE) -
CapMan Plc Stock Exchange Release 4 February 2011 at 8:30 a.m. EET
CapMan Plc Group's Financial Statements Bulletin for 2010
Performance and main events during 2010:
- Group turnover totalled MEUR 38.2 (2009: MEUR 36.3).
- The Group's operating profit rose to MEUR 21.0 (MEUR 0.1).
- The Management Company business recorded an operating profit of MEUR 18.9
(MEUR 3.7) and the Fund Investment business an operating profit of MEUR 2.1
(MEUR -3.6).
- Profit before taxes was MEUR 23.9 (MEUR 1.2) and profit after taxes was MEUR
17.6 (MEUR 0.1).
- Profit attributable to the owners of the parent company was MEUR 17.3 (MEUR
-0,2). Earnings per share were 17.7 cents (-3.0 cents).
- The Access transaction had an impact of MEUR 22.7 on CapMan's 2010 result.
- The reorganisation of technology investment operations had an impact of MEUR
-4.6 on CapMan's result for 2010.
- Capital under management as of 31 December 2010 was MEUR 3,535.4 (31.12.2009:
MEUR 3,504.3).
- The Board of Directors' dividend proposal is EUR 0.12 per share.
- We expect operating profit for 2011 to slightly exceed the 2010 operating
profit, which was MEUR 6.3 excluding non-recurring items.
CEO Lennart Simonsen comments on events during 2010 and the company's future
prospects:
"The M&A market remained good in the last quarter of 2010 and our funds' active
investment and exit operations continued. During the last quarter of 2010 we
made altogether three new investments and announced two exits. On a full year
2010 basis our funds invested in total over MEUR 240, and returned nearly MEUR
200 to fund investors. Our portfolio companies' development was good overall.
Our fundraising operations succeeded in closing the CapMan Buyout IX fund and
establishing the CapMan Mezzanine V fund during a year when the overall
fundraising in European private equity funds focused on buyouts and growth
financing fell with a further 40 % from a very low level of 2009*. CapMan's
result for 2010 was good mainly as a result of the Access sale.
In recent months we have taken significant steps to simplify CapMan's
operations. Our decisions on not to establish new technology funds and the sale
of Access will free our resources for the development of CapMan's core
operations. Going forward our focus will increasingly be on continuous
improvement of the performance generally and of the investment operations in
particular.
For 2011 we see a continued good level of transactions. In addition to the exits
already made, our funds continue working on a number of exits that are planned
to materialize during 2011. We will continue the value creation work of our
portfolio companies and real estate assets.
The timing of exits impacts the schedule when funds transfer to carry. We always
aim to exit our investment targets at the best possible valuation. The financial
development of certain portfolio companies in funds approaching the transfer to
carry did not meet our original expectation in Q4 2010, which might postpone
exits from these funds and delay the funds' transfer to carry from 2011 to
2012. We expect operating profit for 2011 to slightly exceed the 2010 operating
profit."
Business operations
CapMan is a private equity fund manager operating in the Nordic countries and
Russia. CapMan also makes investments in its own funds. The guiding principle
for the investment activities of the funds managed by the Group is to work
actively and directly towards increasing the value of investments. The Group has
two operating segments: the Management Company business and the Fund Investment
business.
Income from the Management Company business is derived from management fees paid
by funds, carried interest received from funds, and income generated by real
estate consulting. Management fees and real estate consulting income normally
cover the company's operating costs and generally represent a steady and very
predictable source of income.
Income from the Fund Investment business comes from changes in the fair value of
investments and realised returns on CapMan's own fund investments. Depending on
the development of funds' investments and the general market situation, these
can have a significant positive or negative impact on the Group's result.
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.
Significant events in Q4 2010
Access transaction
CapMan sold 30% of Access Capital Partners Group S.A. to Pohjola in November.
The transaction was closed in December and had an impact of MEUR 22.7 on
CapMan's 2010 result. CapMan continues to be an Access shareholder after the
transaction, with a 5% stake. CapMan's entitlement to possible carried interest
income from the funds and private equity mandates managed by Access will remain
unchanged after the transaction for all capital raised by Access prior to the
closing.
Reorganisation of technology investment operations
CapMan decided in the last quarter of 2010 that it will not establish any new
technology funds in future. The reorganisation of technology investment
operations had an impact of MEUR -4.6 on CapMan's result for 2010. Of this sum,
MEUR 3.8 was related to a goodwill write-down of the Swedestart acquisition made
in 2002. The goodwill write-down had no impact on the Group's cash flows.
Following the decision, CapMan reduced the size of the CapMan Technology 2007
fund from MEUR 142.3 to MEUR 99.6 as of the end of 2010 and ended the fund's
investment period. Consequently, management fees received from the fund will
decrease by approx. MEUR 2 in 2011.
In line with a decision made in 2009, CapMan will not establish any new life
science funds either. The CapMan Technology and CapMan Life Science teams are
focusing on developing the value of their existing portfolio companies and
maximizing returns for fund investors. The Nordic technology sector, growth
financing, and the health care sector will remain in the focus of CapMan's other
funds in the future.
Divestment of real estate consulting operations
CapMan announced in November that it is considering divesting its real estate
consulting operations while staying committed to the further development of real
estate fund management business.
Group turnover and result in 2010
The Group's turnover increased slightly compared to 2009 and totalled MEUR 38.2
in 2010 (2009: MEUR 36.3). Operating expenses increased and totalled MEUR 42.8
(MEUR 33.0). This increase was attributable to non-recurring expenses in the
last quarter, which totalled MEUR 5.2, and personnel bonuses payable due to the
good result in the last quarter. Of the non-recurring expenses MEUR 4.6 was
related to the reorganization of technology investment operations. Operating
expenses, excluding non-recurring items and result-related bonuses in the last
quarter of the year, were at the level of the preceding quarters.
The Group's operating profit rose to MEUR 21.0 (MEUR 0.1). Operating profit
excluding non-recurring items was MEUR 6.3. Financial income and expenses
amounted to MEUR 0.6 (MEUR -0.2). CapMan's share of the profit of its associated
companies increased clearly compared to 2009 and totalled MEUR 2.4 (MEUR 1.3).
The positive fair value development related to the investment targets of the
Maneq funds impacted the result of associated companies in particular. Profit
before taxes was MEUR 23.9 (MEUR 1.2) and profit after taxes was MEUR 17.6 (MEUR
0.1).
Profit attributable to the owners of the parent company was MEUR 17.3 (MEUR
-0.2). Earnings per share were 17.7 cents (-3.0 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 review period
totalled MEUR 38.2 (MEUR 36.3). Management fees were comparable to 2009 and
amounted to MEUR 32.9 (MEUR 33.3).
Income from real estate consulting was lower than in 2009 and totalled MEUR 1.6
(MEUR 2.4). The aggregate total of management fees and income from real estate
consulting was MEUR 34.5 (MEUR 35.7).
Carried interest income totalled MEUR 2.6 (MEUR 0.0) and came mainly from the
Finnventure V fund following its exit from the financial administration services
company, Pretax, and its sale of the shares in the American company, On2
Technologies, that the fund received when exiting Hantro Products Oy in 2007.
The Management Company business recorded an operating profit of MEUR 18.9 (MEUR
3.7) and a profit of MEUR 14.1 (MEUR 3.7).
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 in 2010 were MEUR 2.7 (MEUR -3.3)
and represented a 4.2% increase in value over 2010 (a 5.4% decrease in value in
2009). Changes during the last quarter were MEUR 1.1 (MEUR 0.9), equivalent to a
1.6% increase in value over the period (a 1.5% increase in value in October-
December 2009). The development of individual portfolio companies, as well as
changes in the market capitalisation of their listed peers, impacted fair value
development. The aggregate fair value of fund investments as of 31 December
2010 was MEUR 66.5 (31 December 2009: MEUR 59.4).
Operating profit for the Fund Investment business was MEUR 2.1 (MEUR -3.6) and
the profit for the period was MEUR 3.5 (MEUR -3.6). Profit performance benefited
from CapMan's share of the result of its Maneq associated companies. Changes in
the fair value of investments made by Maneq companies also made a contribution.
CapMan made new investments in its funds totalling MEUR 11.8 (MEUR 13.0) during
the year. The majority of these investments were made in the CapMan Buyout IX,
CapMan Public Market, CapMan Life Science IV and CapMan Buyout VIII funds.
CapMan received distributions from funds totalling MEUR 6.8 (MEUR 0.6). The
majority of this capital was received following exits made by the CapMan Equity
VII, CapMan Buyout VIII, CapMan Mezzanine IV, and CapMan Public Market funds.
CapMan gave a new MEUR 5 commitment to the CapMan Mezzanine V fund in the third
quarter.
The amount of remaining commitments totalled MEUR 36.3 as of 31 December 2010
(31.12.2009: MEUR 42.6). The aggregate fair value of existing investments and
remaining commitments as of 31 December 2010 was MEUR 102.8 (MEUR 102.0).
CapMan's objective 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 own
investment capacity.
Investments in portfolio companies are valued at fair value in accordance with
the 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. Fair value changes
have no impact on the Group's cash flows.
Investments at fair value and remaining investment capacity by investment area
are presented in the tables section.
Balance sheet and financial position as of 31 December 2010
CapMan's balance sheet totalled MEUR 155.8 as of 31 December 2010 (31.12.2009:
MEUR 142.0). Non-current assets amounted to MEUR 112.7 (MEUR 112.1). The
carrying amount of goodwill was adjusted by MEUR 3.8 as a result of the write-
down on the reorganisation of technology operations. Goodwill stood at MEUR 6.4
at year-end (MEUR 10.2).
Fund investments booked at fair value rose to MEUR 66.5 (MEUR 59.4). Long-term
receivables amounted to MEUR 24.8 (MEUR 25.3), of which MEUR 24.2 (MEUR 23.5)
were loan receivables from Maneq funds. In addition to CapMan Plc, 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 39.6 (MEUR 29.9). Liquid assets (cash in hand
and at banks, plus other financial assets at fair value through profit and loss)
increased as a result of the Access transaction and amounted to MEUR 35.0 (MEUR
19.7).
The size of CapMan's hybrid bond stands at MEUR 29.0. Interest on the hybrid
bond totalling MEUR 3.2 was paid in 2010, and it was deducted from equity in
line with the terms of the loan. CapMan Plc had a bank financing package of MEUR
50.6 (MEUR 56.9) available as of 31 December 2010, of which MEUR 40.6 (MEUR
46.9) was utilised. Trade and other payables totalled MEUR 17.4 (MEUR 12.2). The
Group's interest-bearing net debts amounted to MEUR 6.6 (MEUR 27.3).
The Group's cash flow from operations totalled MEUR 6.0 (MEUR -1.8). 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 20.0 (MEUR -15.1) and is related, in addition to fund investments
and repaid capital received by the company, to MEUR 21.0 received from the
Access transaction. Cash flow before financing totalled MEUR 26.0 (MEUR -16.9),
while cash flow from financing was MEUR -9.9 (MEUR 10.6). Cash flow from
financing includes the MEUR 3.7 dividend paid in April.
Key figures as of 31 December 2010
CapMan's equity ratio as of 31 December 2010 was 58.5% (31.12.2009: 55.1%).
Return on equity was 20.8% (0.2%) and return on investment was 19.7% (2.8%).
Non-recurring items excluded, the return on equity was 8.7% and return on
investment was 6.7%. The target level for the company's equity ratio was at
least 50% and at least 25% for return on equity in 2010.
Key figures
31.12.10 31.12.09
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Earnings per share, cents 17.7 -3.0
Diluted, cents 17.7 -3.0
Shareholders' equity / share, cents * 107.7 94.2
Share issue adjusted number of shares 84,255,467 83,015,987
Number of shares at the end of period 84,281,766 84,281,766
Number of shares outstanding 84,255,467 84,255,467
Company's possession of its own shares, end of period 26,299 26,299
Return on equity, % 20.8 0.2
Return on investment, % 19.7 2.8
Equity ratio, % 58.5 55.1
Net gearing, % 7.3 34.8
* In line with IFRS standards, the MEUR 29.0 hybrid bond has been included in
equity, also when calculating equity per share. The net interest on the hybrid
bond for the review period has been included when calculating earnings per
share.
Board's proposal for distribution of profit
CapMan Plc's goal is to distribute at least 50% of net profit as dividends.
CapMan Plc's distributable assets amounted to MEUR 17.4 on 31 December 2010
(MEUR 10.5 on 31 December 2009). CapMan Plc's Board of Directors will propose to
the Annual General Meeting to be held on 30 March 2011 that a dividend of EUR
0.12 per share should be paid from distributable assets to shareholders,
equivalent to a total of MEUR 10.1. A dividend of EUR 0.04 per share was paid
for 2009.
Fundraising in 2010 and capital under management as of 31 December 2010
Capital under management refers to the remaining investment capacity of funds
and capital already invested at acquisition cost. CapMan's goal has been to
increase its capital under management by an average of 15% a year. Capital
increases as fundraising for new funds progresses and declines as exits are
made.
The fundraising market remained challenging throughout 2010. According to
Preqin's preliminary data for 2010, a total of USD 37 billion was committed to
European buyout and growth funds in 2010, which is 42% less than in the level
seen in 2009.*
CapMan established its first project-specific hotel fund CapMan Yrjönkatu 17 Ky
on 22 November 2010. The size of the fund is MEUR 13, and it has invested in a
hotel property located at Yrjönkatu 17 in central Helsinki. CapMan intends
setting up 5-10 project-specific hotel funds, each of which will invest in
between one to four hotels, over the next five years.
The CapMan Mezzanine V fund held its first closing at MEUR 60 on 23 September
2010. CapMan's commitment to the fund is MEUR 5. The target size of the new fund
is MEUR 150, or approximately half the size of the CapMan Buyout IX fund. The
two funds will mainly invest in the same companies.
The CapMan Buyout IX fund held its final closing on 30 June 2010 and reached a
final size of MEUR 294.6. In addition, the investment capacity of the CapMan
Hotels RE fund rose during the first quarter from MEUR 872.5 to MEUR 950.0 when
debt financing was increased to the maximum amount allowed under the fund's
terms.
The operations of the Finnventure Rahasto II Ky, Finnventure Rahasto III Ky, and
Finnventure Rahasto III G funds ended during the review period when the funds in
question exited their last remaining portfolio company, Oy Turo Tailor Ab. As a
result of the reorganisation of technology investment operations, the size of
the CapMan Technology 2007 fund decreased from MEUR 142.3 to MEUR 99.6.
Capital under management remained at a comparable level to 2009 and totalled
MEUR 3,535.4 as of 31 December 2010 (31.12.2009: MEUR 3,504.3). Of this, MEUR
1,794.6 (MEUR 1,845.3) was held in funds making investments in portfolio
companies and MEUR 1,740.8 (MEUR 1,659.0) in real estate funds.
Funds under management and their investment activities are presented in more
detail in Appendices 1 and 2.
Other events during the review period
Funds managed by CapMan signed an agreement in December to sell OneMed Group Oy
to 3i and the company's management. As CapMan is a substantial investor in funds
that exited from OneMed, the impact of the transaction on CapMan's cash flow is
expected to be approx. MEUR 13 in 2011. The transaction is expected to be closed
in February 2011.
CapMan finalised the transfer of its own fund investments and remaining
commitments to CapMan Fund Investments SICAV-SIF at the end of 2010. The
transfers were initiated in 2009.
Changes in the company's management
Niko Haavisto was appointed CapMan Plc's CFO and a member of the Management
Group on 28 January 2010 and took up these positions on 26 April 2010. Lennart
Simonsen was appointed CapMan Plc's CEO and a Senior Partner on 30 March 2010
and took up these positions as of 1 June 2010. CapMan Group's HR Director and
member of the Management Group, Hilkka-Maija Katajisto, resigned in September
2010.
CapMan announced changes in the company's Management Group on 5 November 2010.
CapMan Plc's Management Group at the end of 2010 comprised: CEO Lennart
Simonsen, CFO Niko Haavisto, Head of Investor Services Jerome Bouix, Head of
CapMan Buyout Kai Jordahl, Head of CapMan Russia Hans Christian Dall Nygård,
Head of CapMan Public Market Joakim Rubin and Deputy Head of CapMan Real Estate
Mika Matikainen.
Personnel
CapMan employed a total of 150 people as of 31 December 2010 (31.12.2009: 150),
of whom 103 (107) worked in Finland and the remainder in the other Nordic
countries, Russia, and Luxembourg. A breakdown of personnel by country and team
is presented in the tables section.
Authorisations held by the Board of Directors
Following a decision by the Annual General Meeting, CapMan Plc's Board of
Directors is authorised to purchase CapMan shares and accept them as pledges,
and decide on a share issue and the issuance of stock option rights and other
entitlements related to CapMan shares. These authorisations will remain in force
until 30 June 2011.
Shares and share capital
There were no changes in either CapMan Plc's share capital or the number of
shares during the review period. Share capital as of 31 December 2010 totalled
EUR 771,586.98. B shares totalled 78,281,766 and A shares 6,000,000.
B shares entitle holders to one vote per share and A shares to 10 votes per
share.
Shareholders
CapMan Plc had 4,834 shareholders as of 31 December 2010 (31.12.2009: 4,774).
CapMan Plc issued a flagging notice on 14 December 2010 when the holding of the
Belgian private equity company Gimv N.V. exceeded one-tenth (1/10) of the
company's shares and one-twentieth (1/20) of voting rights following a share
transaction concluded on 10 December 2010.
Company shares
As of 31 December 2010, CapMan Plc held a total of 26,299 CapMan Plc B shares.
There were no changes in the number of shares held by CapMan Plc in 2010.
Stock option programmes
As of 31 December 2010, CapMan Plc had one stock option programme in place -
Option Programme 2008 - as part of 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 subscription
period for 2008A options will start on 1 May 2011 and for 2008B options on 1 May
2012. Receivables from shares subscribed using these options will be entered in
the company's invested unrestricted shareholders' equity. At the end of year
2010, 2,018,500 of 2008A stock option entitlements and 1,820,000 of 2008B stock
option entitlements were allocated.
Trading and market capitalisation
CapMan Plc's B shares closed at EUR 1.78 on 31 December 2010 (31.12.2009: EUR
1.34). The average price during the 2010 was EUR 1.57 (EUR 1.10). The highest
price paid was EUR 1.98 (EUR 1.63) and the lowest EUR 1.28 (EUR 0.77). A total
of 14.1 million (16.9 million) CapMan Plc B shares were traded, valued at MEUR
22.0 (MEUR 19.2).
The market capitalisation of CapMan Plc B shares as of 31 December 2010 was MEUR
139.3 (MEUR 104.9). The market capitalisation of all company shares, including A
shares valued at the closing price of B shares, was MEUR 150.0 (MEUR 112.9).
Publication of the Financial Statements and Report of the Board of Directors,
and Annual General Meeting for 2011
The key details of CapMan Plc Group's Financial Statements and the Report of the
Board of Directors for 2010 will be published in the company's Annual Report in
week 10. Complete Financial Statements, Report of the Board of Directors, and
other financial statement documents required by the Finnish Companies Act will
be available on CapMan's website on 9 March 2011, at the latest. CapMan Plc's
2011 Annual General Meeting will be held on Wednesday 30 March 2011 at 10.00 am
in Helsinki.
Corporate Governance Statement
CapMan Plc's Corporate Governance Statement will be published separately from
the Report of the Board of Directors as part of the company's Annual Report for
2010 in week 10 and will be available also on the company's website.
Significant risks and short-term uncertainties
CapMan's Management Company business is generally profitable on an annual basis,
but a major element of uncertainty is associated with forecasting the company's
overall financial performance because of the timing of revenue generated from
possible carried interest and the development of the fair value of portfolio
companies. Structural changes in the Nordic region's export industries could
have a negative impact on the operations of some portfolio companies and their
profitability. The fundraising environment is expected to remain challenging,
for the next 12 months at least, which could impact the outcome of fundraising
during this period, the amount of capital under management, and any new
management fees that CapMan could receive.
Business environment
The prospects for growth in the demand for alternative assets continue to remain
good over the long term. The financial recession and its impact have clearly
slowed growth in the alternative asset class, however. A recent study by
Preqin** indicates that the fundraising market is expected to remain difficult
in 2011. Over half of the institutional investors that took part in the study
expect to increase their investments in private equity funds in 2011 compared to
2010, which indicates that a gradual improvement could take place in 2011. A
more dynamic buyout and M&A market, together with capital repaid through exits,
supports this development. The interest of international investors is currently
focused primarily on small and mid-cap buyout funds.
Private equity has consolidated its position in financing M&A activities and
growth, and continues to focus typically on sector consolidation, family
successions, and the privatisation of public services and functions. Increased
entrepreneurial activity has also boosted growth. Real estate funds, for their
part, have gained an established share of institutional investors' investment
allocations.
CapMan funds investing in portfolio companies will continue to implement their
investment strategies. Bank financing for both mergers and acquisitions and real
estate investments is at a good level, and the volume of deal flow has remained
good across all our investment areas. The portfolios of our funds contain a
number of investments which CapMan is now ready to exit from.
The development of our portfolio companies during the review period was largely
good, and profit and growth projections for 2011 as a whole are positive. In
accordance with IPEVG criteria, the fair value development of portfolio
companies will also be impacted by how well listed companies are able to deliver
on their profit projections and by how the currencies used in our areas of
operations perform against the euro. We plan to keep sufficient reserves in our
funds to support the growth and financing of our companies. Long-term
cooperation with the Nordic banks is particularly important for us, and has
worked well.
Value and number of real estate transactions remained at a moderate level during
2010 due to limited number of international investors in particular. Significant
part of the transactions was carried out between Finnish, mainly institutional
investors. Interest towards Finnish real estate market by international
investors is, however, clearly increasing. For the present their interest has
mainly focused on prime properties with a lower risk ratio, which have had a
relatively limited availability on the market. Along with the increased demand,
rising yield expectations have tailed off and property valuation levels have
slightly risen especially in properties with a low level of lease-related cash
flow risk. We expect the number of real estate transactions to increase during
the spring 2011. Occupancy rates for office premises have continued to be
satisfactory and there have been signs of recovery in the demand. Despite this
development, the occupancy rates for office premises are expected to fall in
Greater Helsinki, which creates pressure to rental levels. Retail sector grew by
almost 4% in 2010, which had a positive effect especially on the number of
visitors and sales of large shopping centres. The positive development in
shopping centres is expected to continue also in 2011.
CapMan funds investing in portfolio companies have some MEUR 700 available for
making new and add-on investments, while real estate funds have approximately
MEUR 335 of investment capacity, mainly for developing their existing
portfolios.
The European Parliament adopted the European Directive on Alternative Investment
Fund Managers (AIFM directive) in November 2010. The directive is expected to
come into force in the second quarter of 2011, after which member states will
have 24 months to integrate the directive into national legislation. The
directive will stipulate 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
meet the challenge these new regulations represent.
Future outlook
Management fees are expected to fall behind the 2010 level in 2011 as a result
of exits decreasing the management fee base and significant new fundraising
rounds taking place for the main part in 2012. Following the restructuring made
in 2010 also operating expenses will decrease, but proportionally less than
management fees. We continue to build our organisation to ensure growth in our
key investment areas. Management fees do not fully cover our operating expenses
in 2011.
Exit negotiations are under way in respect of a number of companies in the
portfolios of CapMan funds. We expect the CapMan Equity VII A, B, and Sweden
funds, as well as the Finnmezzanine III A and B funds, to transfer to carry
during 2011-2012. The development of the fair value of fund investments will
depend on the development of portfolio companies and the general market
situation; we expect fair value development to be positive in 2011.
We expect operating profit for 2011 to slightly exceed the 2010 operating
profit, which was MEUR 6.3 excluding non-recurring items.
CapMan Plc Group will publish its Interim Report for 1 January - 31 March 2011
on Wednesday, 4 May 2011.
Helsinki, 4 February 2011
CAPMAN PLC
Board of Directors
Press conference:
A press conference (in Finnish) for analysts and the media will be held today at
12.00 EET in CapMan's offices at Korkeavuorenkatu 32, Helsinki, Finland, at
which CapMan's CEO Lennart Simonsen will present the result and review the
market situation. A light lunch will be served.
Presentation material for the press conference will be published in Finnish and
English on CapMan Plc Group's website once the conference has started.
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
* Preqin, January 2011.
** Preqin Investor Outlook: Private Equity, 2011.
Appendices (after the tables section):
Appendix 1: CapMan Plc Group's funds under management as of 31 December 2010,
MEUR
Appendix 2: Operations of CapMan's funds under management, 1 January - 31
December 2010
Accounting principles
The Financial Statements Bulletin has been prepared in accordance with the
International Financial Standards (IFRS) and is in conformity with the
accounting policies published in the 2009 financial statements. The information
presented in the Financial Statements Bulletin is un-audited.
GROUP STATEMENT OF COMPREHENSIVE INCOME (IFRS)
? ('000) 1-12/10 1-12/09
--------------------------------------------------------
Turnover 38,150 36,257
Other operating income 22,963 137
Personnel expenses -25,241 -18,464
Depreciation and amortisation -884 -957
Impairment of goodwill -3,839 -700
Other operating expenses -12,835 -12,845
Fair value gains / losses of investments 2,707 -3,322
Operating profit 21,021 106
Financial income and expenses 560 -185
Share of associated companies' result 2,358 1,293
Profit before taxes 23,939 1,214
Income taxes -6,383 -1,076
Profit for the period 17,556 138
Other comprehensive income:
Translation differences 461 270
Total comprehensive income 18,017 408
Profit / loss attributable to:
Equity holders of the company 17,328 -210
Non-controlling interests 228 348
Total comprehensive income attributable to:
Equity holders of the company 17,789 60
Non-controlling interests 228 348
Earnings per share for profit/loss attributable
to the equity holders of the Company:
Earnings per share, cents 17.7 -3.0
Diluted, cents 17.7 -3.0
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) 31.12.10 31.12.09
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ASSETS
Non-current assets
Tangible assets 602 838
Goodwill 6,406 10,245
Other intangible assets 2,424 2,972
Investments in associated companies 6,400 6,547
Investments at fair value through profit and loss
Investments in funds 66,504 59,421
Other financial assets 619 585
Receivables 24,778 25,304
Deferred income tax assets 4,923 6,177
112,656 112,089
Current assets
Trade and other receivables 4,619 10,291
Other financial assets at fair value
through profit and loss 980 1,673
Cash and bank 34,049 17,978
39,648 29,942
Non-current assets held for sale 3,501 0
Total assets 155,805 142,031
EQUITY AND LIABILITIES
Capital attributable the Company's equity holders
Share capital 772 772
Share premium account 38,968 38,968
Other reserves 38,679 37,347
Translation difference 69 -392
Retained earnings 12,241 1,097
90,729 77,792
Non-controlling interests 273 413
Total equity 91,002 78,205
Non-current liabilities
Deferred income tax liabilities 3,078 1,824
Interest-bearing loans and borrowings 35,371 41,779
Other liabilities 1,331 1,137
39,780 44,740
Current liabilities
Trade and other payables 17,395 12,227
Interest-bearing loans and borrowings 6,250 6,250
Current income tax liabilities 1,378 609
25,023 19,086
Total liabilities 64,803 63,826
Total equity and liabilities 155,805 142,031
GROUP STATEMENT OF CHANGES IN EQUITY
Attributable to the equity holders of the
Company
Trans- Non-
Share lation controll-
Share premium Other differ- Retained ing Total
? ('000) capital account reserves ences earnings Total interest equity
--------------------------------------------------------------------------------
Equity on
31 Dec 2008 772 38,968 25,829 -226 3,585 68,928 221 69,149
Options -50 -50 -50
Share
subscriptions
with options 723 723 723
Dividends
paid 0 -46 -46
Share issue 1,795 1,795 1,795
Hybrid bond 9,000 9,000 9,000
Hybrid bond,
interest
(net of tax) -2,228 -2,228 -2,228
Other changes -436 -436 -110 -546
Comprehensive
profit / loss 270 -210 60 348 408
Equity on
31 Dec 2009 772 38,968 37,347 -392 1,097 77,792 413 78,205
Equity on
31 Dec 2009 772 38,968 37,347 -392 1,097 77,792 413 78,205
Options 1,332 -729 603 603
Dividends
paid -3,370 -3,370 -309 -3,679
Hybrid bond,
interest
(net of tax) -2,414 -2,414 -2,414
Other changes 329 329 -59 270
Comprehensive
profit 461 17,328 17,789 228 18,017
Equity on
31 Dec 2010 772 38,968 38,679 69 12,241 90,729 273 91,002
STATEMENT OF CASH FLOW
(IFRS)
? ('000) 1-12/10 1-12/09
--------------------------------------------------
Cash flow from
operations
Profit for the
financial year 17,556 138
Adjustments -15,958 5,352
Cash flow before change
in working capital 1,598 5,490
Change in working
capital 9,003 -3,463
Financing items and
taxes -4,580 -3,825
Cash flow from
operations 6,021 -1,798
Cash flow from
investments 19,979 -15,105
Cash flow before
financing 26,000 -16,903
Dividends paid -3,679 -46
Other net cash flow -6,250 10,597
Financial cash flow -9,929 10,551
Change in cash funds 16,071 -6,352
Cash funds at start of
the period 17,978 24,330
Cash funds at end of
the period 34,049 17,978
Segment information
The Group reports two segments: Management company business and Fund investments
1-12/2010 Management Company business Fund Total
Investment
CapMan Private CapMan Real business
? ('000) Equity Estate Total
--------------------------------------------------------------------------------
Turnover 29,745 8,405 38,150 0 38,150
Operating
profit/loss 19,844 -908 18,936 2,085 21,021
Profit/loss for
the financial
year 15,326 -1,235 14,091 3,465 17,556
Assets 9,272 1,519 10,791 101,865 112,656
Total assets
includes:
Investments in
associated
companies 0 0 0 6,400 6,400
Non-current
assets held for
sale 3,501 0 3,501 0 3,501
1-12/2009 Management Company business Fund Total
Investment
CapMan Private CapMan Real business
? ('000) Equity Estate Total
--------------------------------------------------------------------------------
Turnover 27,263 8,994 36,257 0 36,257
Operating
profit/loss 3,128 547 3,675 -3,569 106
Profit/loss for
the financial year 3,197 544 3,741 -3,603 138
Assets 17,528 1,272 18,800 93,289 112,089
Total assets
includes:
Investments in
associated
companies 1,962 0 1,962 4,585 6,547
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.
Dividends
A dividend of EUR 0.04 per share, total MEUR 3.4, was paid for the year 2009.
(No dividend was paid for the year 2008.)
Non-current assets
? ('000) 31.12.10 31.12.09
--------------------------------------------------------------------
Investments in funds at fair value through
profit and loss at Jan 1 59,421 53,147
Additions 11,822 13,038
Distributions -6,759 -586
Disposals 0 -3,616
Fair value gains/losses on investments 2,020 -2,562
Investments in funds at fair value through
profit and loss at end of the period 66,504 59,421
Investments in funds at fair value through
profit and loss at the end of period 31.12.10 31.12.09
Buyout 36,933 34,233
Technology 5,278 3,616
Life Science 4,794 3,683
Russia 1,488 1,049
Public Market 3,610 3,422
Mezzanine 4,238 4,000
Other 235 364
Real Estate 5,302 4,296
Access 4,626 4,758
Total 66,504 59,421
Transactions with related parties (associated companies)
? ('000) 31.12.10 31.12.09
--------------------------------------------------------------------
Receivables - non-current at end of review period 23,126 22,598
Receivables - current at end of review period 765 779
Non-current liabilities
? ('000) 31.12.10 31.12.09
--------------------------------------------------------------------
Interest bearing loans at end of review period 35,371 40,625
Seasonal nature of CapMan's business
Carried interest income is accrued on an irregular schedule depending on the
timing of exits. One exit may have an appreciable impact on CapMan Plc's result
for the full financial year.
Personnel
By country 31.12.10 31.12.09
--------------------------------------------------------------
Finland 103 107
Denmark 3 3
Sweden 22 21
Norway 7 7
Russia 14 12
Luxembourg 1 0
In total 150 150
By team
--------------------------------------------------------------
CapMan Private Equity 64 61
CapMan Real Estate 43 42
Investor Services 22 23
Internal Services 21 24
In total 150 150
Contingent liabilities
? ('000) 31.12.10 31.12.09
--------------------------------------------------------------
Leasing agreements 9,191 10,927
Securities and other contingent liabilities 68,146 68,164
Remaining commitments to funds 36,299 42,624
Remaining commitments by investment area
Buyout 15,910 20,967
Technology 4,634 5,486
Life Science 2,287 4,160
Public Market 1,443 2,669
Russia 3,225 4,067
Mezzanine 5,069 910
Other 493 510
Real Estate 1,215 1,582
Access 2,023 2,273
In total 36,299 42,624
Turnover and profit quarterly
2010
MEUR 1-3/10 4-6/10 7-9/10 10-12/10 1-12/10
------------------------------------------------------------------------------
Turnover 11,4 9,6 8,7 8,5 38,2
Management fees 8,4 8,9 7,9 7,7 32,9
Carried interest 2,4 0,1 0,1 0,0 2,6
Real Estate consulting 0,4 0,4 0,4 0,4 1,6
Other income 0,2 0,2 0,3 0,4 1,1
Other operating income 0,1 0,0 0,0 22,9 23,0
Operating expenses -8,3 -8,6 -8,5 -17,4 -42,8
Fair value gains / losses of investments 1,1 -0,7 1,3 1,0 2,7
Operating profit / loss 4,3 0,2 1,5 15,0 21,0
Financial income and expenses -0,1 0,1 0,2 0,4 0,6
Share of associated companies' result 0,8 1,1 0,6 -0,1 2,4
Profit / loss before taxes 5,0 1,4 2,2 15,3 23,9
Profit / loss for the period 3,5 1,7 1,8 10,6 17,6
2009
MEUR 1-3/09 4-6/09 7-9/09 10-12/09 1-12/09
------------------------------------------------------------------------------
Turnover 8,1 8,7 9,5 10,0 36,3
Management fees 7,4 8,2 9,0 8,7 33,3
Carried interest 0,0 0,0 0,0 0,0 0,0
Real Estate consulting 0,6 0,4 0,3 1,1 2,4
Other income 0,1 0,1 0,2 0,2 0,6
Other operating income 0,0 0,1 0,0 0,0 0,1
Operating expenses -8,4 -8,1 -7,9 -8,6 -33,0
Fair value gains / losses of investments -4,3 -0,3 0,4 0,9 -3,3
Operating profit -4,7 0,5 2,0 2,3 0,1
Financial income and expenses -0,5 0,3 -0,2 0,2 -0,2
Share of associated companies' result 0,6 -1,8 0,3 2,2 1,3
Profit after financial items -4,6 -1,0 2,2 4,6 1,2
Profit for the period -3,7 -1,3 2,0 3,1 0,1
APPENDIX 1: CAPMAN PLC GROUP'S FUNDS UNDER MANAGEMENT AS OF 31 DECEMBER 2010,
MEUR
The tables below show the status of funds managed by CapMan as of 31 December
2010. When analysing the schedule for funds to start generating carried
interest, the relationship between the cumulative cash flows already distributed
to investors and paid-in capital should be compared. When a fund starts
generating carried interest the capital must be returned and an annual
preferential return paid on it. The fair value of a portfolio, including any of
the fund's net cash assets, represents the capital distributable to investors at
the end of the review period.
When assessing the cash flow a fund needs in order to start generating carried
interest, it should be noted that the capital of some funds has not yet been
called and paid in. The percentage figure in the last column on the right of the
tables below shows CapMan's share of cash flows if the fund is generating
carried interest. After the previous distribution of profits, any new capital
paid in, as well as the preferential annual return on it, must be returned to
investors before further carried interest income can be paid.
The definitions for column headings are presented below the tables.
FUNDS INVESTING DIRECTLY IN PORTFOLIO COMPANIES
Net CapMan's
Fund's cash share of
Paid-in current as- Distributed cash
Size capital portfolio sets cash flow flow,
at at to in- to man- if fund
cost fair vestors agement gene-
value company rates
(carried carried
interest) interest
Funds
generating
carried
interest
Fenno
Program 1)
and FM II
B, in total 76.0 74.7 8.1 7.4 0.4 145.0 9.3 10-20%
FV V 169.9 165.4 34.6 16.4 0.9 249.5 7.8 20%
--------------------------------------------------------------------------------
Total 245.9 240.1 42.7 23.8 1.3 394.5 17.1
Funds that
are
expected to
transfer to
carry
during
2011-2012
CME VII A 156.7 152.8 86.0 94.1 23.2 115.5 20%
CME VII B 56.5 56.5 32.5 40.4 13.1 50.8 20%
CME SWE 67.0 66.4 36.8 40.3 10.0 49.7 20%
FM III A 101.4 100.6 29.0 22.5 3.2 115.4 20%
FM III B 20.2 19.9 5.6 6.9 0.9 23.8 20%
--------------------------------------------------------------------------------
Total 401.8 396.2 189.9 204.2 50.4 355.2
Other funds
not yet in
carry
CME VII C 23.1 19.8 11.5 8.9 0.1 8.2 20%
CMB VIII 2) 440.0 355.3 300.3 278.8 0.7 12.2 14%
CM LS IV 54.1 41.8 30.8 25.5 0.3 10%
CMT 2007 2) 99.6 63.7 43.9 42.4 0.4 10%
CMR 118.1 49.8 38.2 31.0 0.4 3.4%
CMPM 138.0 98.8 76.2 99.5 0.4 46.8 10%
CMB IX 294.6 103.4 91.9 99.3 0.3 10%
CMM IV 4) 240.0 230.0 160.7 159.3 17.0 78.1 15%
CMM V 60.0 9.9 9.0 9.5 0.3 10%
--------------------------------------------------------------------------------
Total 1,467.5 972.5 762.5 754.2 19.9 145.3
Funds with no
carried
interest
potential to
CapMan
FM III C, FV
IV, FV V ET,
SWE LS 3),
SWE Tech
2), 3) and FM
II A, C, D 2)
--------------------------------------------------------------------------------
Total 315.6 301.6 62.2 38.7 4.7 214.0
Funds
investing in
portfolio
companies,
total 2,430.8 1,910.4 1,057.3 1,020.9 76.3 1,109.0 17.1
REAL ESTATE
FUNDS
Origi- CapMan's
nal Fund's share of
invest- Paid-in current Net Distributed cash
ment capital portfolio cash cash flow flow,
capa- at cost at fair as- to in- to man- if fund
city value sets vestors agement gene-
company rates
(carried carried
interest) interest
Funds not
yet in carry
CMRE I 5)
Equity
and
bonds 200.0 188.5 66.7 51.3 195.2 27.4 26%
Debt
financing 300.0 277.2 98.0 98.0
--------------------------------------------------------------------------------
Total 500.0 465.7 164.7 149.3 -0.2 195.2 27.4
CMRE II
Equity 150.0 95.9 106.8 92.9 0.5 12%
Debt
financing 450.0 246.4 231.5 231.5
--------------------------------------------------------------------------------
Total 600.0 342.3 338.3 324.4 -8.3 0.5
CMHRE
Equity 332.5 309.3 346.1 282.1 21.1 12%
Debt
financing 617.5 526.8 502.7 502.7
--------------------------------------------------------------------------------
Total 950.0 835.8 848.8 784.8 -9.2 21.1
PSH Fund
Equity 5.0 3.5 3.3 5.3 10%
Debt
financing 8.0 8.0 8.0 8.0
--------------------------------------------------------------------------------
Total 13.0 11.5 11.3 13.3 0.3
Real estate
funds, total 2,063.0 1,655.3 1,363.1 1,271.8 -17.4 216.8 27.4
All funds,
total 4,493.8 3,565.7 2,420.4 2,292.7 58.9 1,325.8 44.5
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 = 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 the
fund. For real estate funds, investment capacity also includes the share of debt
financing used by the fund.
Paid-in capital:
Total capital paid into a fund by investors at 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 at fair value. The proportion of debt
financing in real estate funds is presented separately in the table.
CapMan's share of cash flow if a fund generates carried interest:
When a fund has generated the cumulative preferential return for investors
specified in the fund agreements, the management company is entitled to an
agreed share of future cash flows from the fund, known as carried interest.
Cash flow, in this context, includes both profit distributed by funds and
repayments of capital. After the previous distribution of profits, any new
capital called in, as well as any annual preferential returns on it, must be
returned to investors before any new distribution of profits can be paid.
Footnotes to the table
1) So-called "Old funds": Finnmezzanine Fund II B (established 1998,<
Unternehmensinformation / Kurzprofil:
Datum: 04.02.2011 - 07:30 Uhr
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contact information:
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