2010-11-05 07:30:00 CET
2010-11-05 07:30:34 CET
REGULATED INFORMATION
CapMan - Interim report (Q1 and Q3)
CapMan Plc Group's Interim Report, 1 January - 30 September 2010
CapMan Plc Stock Exchange Release 5 November 2010 at 8:30 a.m. EET
CapMan Plc Group's Interim Report, 1 January - 30 September 2010
Performance and main events during the review period:
- Group turnover totalled MEUR 29.7 million (January-September 2009: MEUR 26.3)
- The Group's operating profit was MEUR 6.0 (MEUR -2.2)
- The Management Company business recorded an operating profit of MEUR 4.6 (MEUR
2.1) and the Fund Investment business an operating profit of MEUR 1.3 (MEUR
-4.4)
- Profit before taxes was MEUR 8.6 (MEUR -3.4) and profit after taxes was MEUR
7.0 (MEUR -3.0)
- Profit attributable to the owners of the parent company was MEUR 6.8 (MEUR
-3.2). Earnings per share were 5.9 cents (-6.6 cents)
- Liquid assets as of 30 September 2010 totalled MEUR 22.1 (30.9.2009: MEUR
30.7)
- Capital under management increased to MEUR 3,578.3 (30.9.2009: MEUR
3,504.1; 31.12.2009: MEUR 3,504.3)
- Lennart Simonsen took over as CapMan Plc's CEO on 1 June 2010
- We expect the overall result for 2010 to exceed the previous year's result.
- CapMan is considering divesting its real estate consulting operations while
staying committed to the further development of real estate fund management
business.
CEO Lennart Simonsen comments on events during the review period and the
company's future prospects:"The first nine months of the year were active in terms of both new investments
and exits. We made a total of eight new investments and completed 11 exits. We
continued to work on developing the value of our portfolio companies, both in
the Nordic region and Russia, and they recorded largely good financial
performance.
Much of the uncertainty that has characterised the M&A market recently has
disappeared and the level of deal flow is good in all the areas that we invest
in. Bank financing for mergers and acquisitions and real estate investments is
at a good level. Our funds are working on a number of exits and we expect some
of these to take place over the next six months.
As anticipated the fundraising market continued to be difficult during the third
quarter. We are satisfied with the EUR 60 million raised during the first round
of fundraising for the CapMan Mezzanine V fund.
We launched during the third quarter a strategic review on which we will report
in due course. In developing CapMan the key targets that also support each other
are to improve our profitability and to simplify our operations.
Our profit after taxes, EUR 7.0 million, was satisfactory."
Business operations
CapMan is an alternative asset manager, which 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, and these can
have a significant positive or negative impact on the Group's result, depending
on the development of the funds' investments and the general market situation.
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 during January-September 2010
The Group's turnover increased compared to the equivalent period last year and
totalled MEUR 29.7 (January-September 2009: MEUR 26.3). Operating expenses
totalled MEUR 25.4 (MEUR 24.4).
The Group's operating profit rose to MEUR 6.0 (MEUR -2.2). Financial income and
expenses amounted to MEUR 0.2 (MEUR -0.4). CapMan's share of the profit of its
associated companies increased clearly compared to the equivalent period last
year and totalled MEUR 2.5 (MEUR -0.8). Profit before taxes was MEUR 8.6 (MEUR
-3.4) and profit after taxes was MEUR 7.0 (MEUR -3.0).
Profit attributable to the owners of the parent company was MEUR 6.8 (MEUR
-3.2). Earnings per share were 5.9 cents (-6.6 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 29.7 (MEUR 26.3). Management fees increased compared to the
equivalent period last year and amounted to MEUR 25.2 (MEUR 24.6).
Income from real estate consulting totalled MEUR 1.2 (MEUR 1.3). The aggregate
total of management fees and income from real estate consulting was MEUR 26.4
(MEUR 25.9).
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 4.6 (MEUR
2.1) and a profit of MEUR 4.0 (MEUR 3.4).
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 during the review period were
MEUR 1.7 (MEUR -4.2) and represented a 2.7% increase in value over the period.
Changes during the third quarter were MEUR 1.3 (MEUR 0.4), equivalent to a 2.1%
increase in value over this period. 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 30 September 2010 was MEUR 62.7 (30 September 2009: MEUR
53.9).
Operating profit for the Fund Investment business was MEUR 1.3 (MEUR -4.4) and
the profit for the period was MEUR 3.0 (MEUR -6.3). Profit performance benefited
from CapMan's share of the result of its Maneq associated companies. Changes in
the fair value of fund investments made by Maneq companies contributed here.
CapMan made new investments in its funds totalling MEUR 7.8 (MEUR 9.2) during
the period. Investments were made in funds including CapMan Buyout IX, CapMan
Buyout VIII, CapMan Russia, and CapMan Technology 2007. CapMan received
distributions from funds totalling MEUR 5.9 (MEUR 0.4). 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 39.7 as of 30 September 2010
(30.9.2009: MEUR 47.6). The aggregate fair value of existing investments and
remaining commitments as of 30 September was MEUR 102.4 (MEUR 101.6). 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 30 September 2010
No substantial changes took place in CapMan's balance sheet total during the
review period, which stood at MEUR 146.4 as of 30 September (30.9.2009: MEUR
142.9). Non-current assets amounted to MEUR 117.4 (30.9.2009: MEUR 101.6). No
changes took place in goodwill during the review period, which stood at MEUR
10.2 as of 30 September (30.9.2009: MEUR 10.2).
Fund investments booked at fair value rose to MEUR 62.7 (MEUR 53.9). Long-term
receivables amounted to MEUR 26.1 (MEUR 24.0), of which MEUR 25.4 (MEUR 22.0)
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 these funds pay market rate interest on loans
they receive from CapMan Plc.
Current assets amounted to MEUR 29.0 (MEUR 41.3). Liquid assets (cash in hand
and at banks, plus other financial assets at fair value through profit and loss)
amounted to MEUR 22.1 (MEUR 30.7).
The size of CapMan'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 and is payable semi-annually. Interest on the hybrid
bond totalling MEUR 1.6 was paid in June. CapMan Plc had a bank financing
package of MEUR 50.6 (MEUR 56.9) available as of 30 September, of which MEUR
40.6 (MEUR 46.9) was utilised. There were no significant changes in the amount
of interest-bearing liabilities. Trade and other payables totalled MEUR 21.4
(MEUR 17.7). Outstanding interest on the hybrid bond for this year is included
in current liabilities. The Group's interest-bearing net debts amounted to MEUR
19.8 (MEUR 16.2).
The Group's cash flow from operations totalled MEUR 12.3 (MEUR 2.6). Income from
management fees paid by funds 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 -1.4 (MEUR -8.8) and was primarily related to fund
investments and repaid capital received by the company. Cash flow before
financing totalled MEUR 10.9 (MEUR -6.2), while cash flow from financing was
MEUR -7.7 (MEUR 10.0). Cash flow from financing includes the MEUR 3.4 dividend
paid in April.
Key figures as of 30 September 2010
CapMan's equity ratio as of 30 September 2010 was 57.3% (30.9.2009: 55.3%).
Return on equity was 11.9% (-5.5%) and return on investment was 10.6% (-2.0%).
The target level for the company's equity ratio is at least 50% and for return
on equity at least 25%.
Key figures
30.9.10 30.9.09 31.12.09
--------------------------------------------------------------------------------
Earnings per share, cents 5.9 -6.6 -3.0
Diluted, cents 5.9 -6.6 -3.0
Shareholders' equity / share, cents * 94.4 91.3 94.2
Share issue adjusted number of shares 84,255,467 82,727,824 83,015,987
Number of shares at the end of period 84,281,766 83,674,965 84,281,766
Number of shares outstanding 84,255,467 83,648,666 84,255,467
Company's possession of its own shares, end of
period 26,299 26,299 26,299
Return on equity, %** 11.9 -5.5 0.2
Return on investment,%** 10.6 -2.0 2.8
Equity ratio,% 57.3 55.3 55.1
Net gearing,% 24.8 21.4 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.
** These figures have been annualised.
Fundraising in January-September and capital under management as of 30 September
2010
Capital under management refers to the remaining investment capacity of funds
and capital already invested at acquisition cost. CapMan's target is 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 continued to be challenging during the review period.
According to a recent study by Preqin*), worldwide fundraising during the third
quarter of 2010 increased by 20% from the previous quarter, which saw the least
amount of capital raised for seven years. Despite this, fundraising fell short
of the capital raised in the first quarter and the fundraising time frame
lengthened to an average of over 20 months.
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 invest mainly 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.
CapMan is continuing to investigate new opportunities in the real estate market,
including the potential for taking an active role on the housing property market
in the Greater Helsinki region.
Capital under management totalled MEUR 3,578.3 as of 30 September 2010
(30.9.2009: MEUR 3,504.1). Of this, MEUR 1,850.5 (MEUR 1,845.0) was in funds
making investments in portfolio companies and MEUR 1,727.8 (MEUR 1,659.1) in
real estate funds.
Funds under management and their investment activities are presented in more
detail in Appendices 1 and 2.
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. These appointments are covered in
greater detail in the stock exchange releases issued on 28 January and 30 March
this year.
CapMan Group's HR Director and member of the Management Group, Hilkka-Maija
Katajisto, resigned in September and her employment with the company will end on
31 December 2010.
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 and their content is covered in more detail in the stock
exchange release on the decisions adopted by the Annual General Meeting issued
on 30 March 2010.
Personnel
CapMan employed a total of 149 people as of 30 September 2010 (30.9.2009: 147),
of whom 102 (106) 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.
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 30 September 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 4,928 shareholders as of 30 September 2010 (30.9.2009: 4,729). No
significant changes took place in the company's ownership during the review
period and no flagging notices were issued.
Company shares
As of 30 September 2010, CapMan Plc held a total of 26,299 CapMan Plc B shares
and made no purchases of company shares during the review period.
Stock option programmes
As of 30 September 2010, CapMan Plc had one stock option programme in place -
Option Programme 2008 - as part of incentive and commitment arrangements for
key 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. As of the end of the
review period, 2,068,250 of 2008A stock option entitlements and 1,855,000 of
2008B stock option entitlements were allocated.
Trading and market capitalisation
CapMan Plc's B shares closed at EUR 1.42 on 30 September 2010 (30.9.2009: EUR
1.31). The average price during the review period was EUR 1.60 (EUR 1.02). The
highest price paid was EUR 1.98 (EUR 1.63) and the lowest EUR 1.28 (EUR 0.77). A
total of 9.0 million (12.9 million) CapMan Plc B shares were traded, valued at
MEUR 14.4 (MEUR 14.1).
The market capitalisation of CapMan Plc B shares as of 30 September 2010 was
MEUR 111.2 (MEUR 101.8). The market capitalisation of all company shares,
including A shares valued at the closing price of B shares, was MEUR 119.7 (MEUR
109.6).
Significant risks and short-term uncertainties
CapMan's Management Company business is 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, and 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 impacts have clearly
slowed growth in the alternative asset class. A recent study by Preqin*)
indicates that the fundraising market improved slightly during the third quarter
of the year, but the market is expected to remain difficult over the short term.
Around a fifth of the institutional investors that took part in the study expect
to increase their investments in private equity funds over the next 12 months,
which, if it realises, would signal a gradual improvement next year. A more
dynamic buyout and M&A market, together with capital repaid through exits, would
support this development. The interest of international investors is currently
focused primarily on small and mid-cap buyout funds, while real estate
properties are also the subject of interest among Nordic pension funds.
Private equity has consolidated its position in financing M&A activities and
growth, and continues to focus typically on sector consolidation, family
successions, the privatisation of public services and functions, and the
commercialisation of R&D in the technology and life science sectors. 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 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 where the value creation process has been completed and
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 2010 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 exchange rates of 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.
Finnish insurance companies investing solely their own equity have been active
on the property investment market, and international investors have also
returned to the market. The combined trend of weakening property demand and
rising yield expectations has tailed off and property valuation levels have
stabilised or even risen in respect of properties with a low level of lease-
related cash flow risk. Demand for real estate with long leases is good. We
expect the number of real estate transactions to increase during the winter of
2010-2011. Occupancy rates and demand for office and retail premises have
continued to be satisfactory. The vacancy rates for office premises are expected
to rise in Greater Helsinki, however, putting a downward pressure on rents. The
demand for real estate consulting has remained stable. The portfolios of
CapMan's real estate funds include a number of properties from which funds are
now ready to exit.
CapMan funds investing in portfolio companies have some MEUR 790 available for
making new and add-on investments, while real estate funds have approximately
MEUR 360 of investment capacity, mainly for developing their existing
portfolios.
The European Parliament is expected to vote on the European Directive on
Alternative Investment Fund Managers (AIFM directive) on 10 November 2010. As
and when passed, 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
Guidance in the Interim Report published on 6 August 2010:
Management fees and income from real estate consulting will cover CapMan's fixed
costs and interest expenses in 2010. Exit negotiations are under way in respect
of a number of companies in the portfolios of CapMan funds, but the cautious
atmosphere in the marketplace could well continue to postpone the exits from
portfolio companies planned by our 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. 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 at least neutral for the rest
of this year.
We expect the overall result for 2010 to exceed the previous year's result.
Revised guidance on 5 November 2010:
Management fees and income from real estate consulting will cover CapMan's fixed
costs and interest expenses in 2010. 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. 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 at least
neutral for the rest of this year.
We expect the overall result for 2010 to exceed the previous year's result.
CapMan Plc will publish its Financial Statements Bulletin for 1 January-31
December 2010 on Friday, 4 February 2011.
Helsinki, 5 November 2010
CAPMAN PLC
Board of Directors
Press conference:
A press conference (in Finnish) for analysts and the media will be held today at
midday EET in CapMan's offices at Korkeavuorenkatu 32, Helsinki, Finland, at
which CapMan's CEO Lennart Simonsen will present the interim results 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 Private Equity Spotlight October 2010. Preqin is an independent market
intelligence company that specialises in alternative asset classes.
Appendices (after the tables section):
Appendix 1: CapMan Plc Group's funds under management as of 30 September 2010,
MEUR
Appendix 2: Operations of CapMan's funds under management, 1 January - 30
September 2010
Appendix 3: Capital and mandates under the management of associated company,
Access Capital Partners, as of 30 September 2010
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 2009 financial statements. The revised and amended standards
entering into force on 1 January 2010 had no impact on this interim report. The
information presented in the Interim Report is un-audited.
GROUP STATEMENT OF COMPREHENSIVE INCOME (IFRS)
€ ('000) 1-9/10 1-9/09 1-12/09
--------------------------------------------------------------------------
Turnover 29,662 26,349 36,257
Other operating income 65 57 137
Personnel expenses -15,644 -14,027 -18,464
Depreciation and amortisation -661 -753 -957
Impairment of goodwill 0 -700 -700
Other operating expenses -9,096 -8,966 -12,845
Fair value gains / losses of investments 1,652 -4,190 -3,322
Operating profit / loss 5,978 -2,230 106
Financial income and expenses 163 -361 -185
Share of associated companies' result 2,480 -847 1,293
Profit / loss before taxes 8,621 -3,438 1,214
Income taxes -1,593 478 -1,076
Profit / loss for the period 7,028 -2,960 138
Other comprehensive income:
Translation differences 313 102 270
Total comprehensive income / loss 7,341 -2,858 408
Profit / loss attributable to:
Equity holders of the company 6,790 -3,163 -210
Non-controlling interests 238 203 348
Total comprehensive income / loss attributable to:
Equity holders of the company 7,103 -3,061 60
Non-controlling interests 238 203 348
Earnings per share for profit / loss attributable
to the equity holders of the Company:
Earnings per share, cents 5.9 -6.6 -3.0
Diluted, cents 5.9 -6.6 -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) 30.9.10 30.9.09 31.12.09
--------------------------------------------------------------------------
ASSETS
Non-current assets
Tangible assets 609 959 838
Goodwill 10,245 10,245 10,245
Other intangible assets 2,514 3,016 2,972
Investments in associated companies 8,003 4,310 6,547
Investments at fair value through profit and loss
Investments in funds 62,679 53,945 59,421
Other financial assets 618 737 585
Receivables 26,050 23,985 25,304
Deferred income tax assets 6,712 4,375 6,177
117,430 101,572 112,089
Current assets
Trade and other receivables 6,907 10,620 10,291
Other financial assets at fair value
through profit and loss 972 2,454 1,673
Cash and bank 21,125 28,221 17,978
29,004 41,295 29,942
Total assets 146,434 142,867 142,031
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 38,678 36,673 37,347
Translation difference -79 -560 -392
Retained earnings 1,210 -565 1,097
79,549 75,288 77,792
Non-controlling interests 342 268 413
Total equity 79,891 75,556 78,205
Non-current liabilities
Deferred income tax liabilities 1,921 374 1,824
Interest-bearing loans and borrowings 35,638 40,625 40,625
Other liabilities 1,303 2,369 2,291
38,862 43,368 44,740
Current liabilities
Trade and other payables 21,431 17,693 12,227
Interest-bearing loans and borrowings 6,250 6,250 6,250
Current income tax liabilities 0 0 609
27,681 23,943 19,086
Total liabilities 66,543 67,311 63,826
Total equity and liabilities 146,434 142,867 142,031
GROUP STATEMENT OF CHANGES IN EQUITY
Attributable to the equity holders of the Company
Trans-
Share lation Non-
Share premium Other differ- Retained controlling 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 28 28 28
Share
sub-
scriptions
with
options 48 48 48
Dividends
paid 0 -46 -46
Share issue 1,796 1,796 1,796
Hybrid bond 9,000 9,000 9,000
Hybrid
bond,
interest
(net of
tax) -1,015 -1,015 -1,015
Other
changes -436 -436 -110 -546
Comprehen-
sive
profit /
loss 102 -3,163 -3,061 203 -2,858
Equity on
30 Sep 2009 772 38,968 36,673 -560 -565 75,288 268 75,556
Equity on
31 Dec 2009 772 38,968 37,347 -392 1,097 77,792 413 78,205
Options 1,331 -893 438 438
Dividends
paid -3,370 -3,370 -309 -3,679
Hybrid
bond,
interest
(net of
tax) -2,414 -2,414 -2,414
Comprehen-
sive
profit /
loss 313 6,790 7,103 238 7,341
Equity on
30 Sep 2010 772 38,968 38,678 -79 1,210 79,549 342 79,891
STATEMENT OF CASH FLOW (IFRS)
€ ('000) 1-9/10 1-9/09 1-12/09
----------------------------------------------------------------
Cash flow from operations
Profit / loss for the financial year 7,028 -2,960 138
Adjustments -1,289 5,636 5,352
Cash flow before change in working capital 5,739 2,676 5,490
Change in working capital 10,115 2,945 -3,463
Financing items and taxes -3,587 -2,980 -3,825
Cash flow from operations 12,267 2,641 -1,798
Cash flow from investments -1,379 -8,792 -15,105
Cash flow before financing 10,888 -6,151 -16,903
Dividends paid -3,679 -46 -46
Other net cash flow -4,062 10,088 10,597
Financial cash flow -7,741 10,042 10,551
Change in cash funds 3,147 3,891 -6,352
Cash funds at start of the period 17,978 24,330 24,330
Cash funds at end of the period 21,125 28,221 17,978
Segment information
The Group reports two segments: Management company business and Fund investments
1-9/2010 Management Company business Fund Total
CapMan CapMan Investment
Private Real business
€ ('000) Equity Estate Total
--------------------------------------------------------------------------------
Turnover 23,319 6,343 29,662 0 29,662
Operating profit/loss 4,560 85 4,645 1,333 5,978
Profit/loss for the financial
year 3,931 102 4,033 2,995 7,028
Assets 14,910 1,459 16,369 101,061 117,430
Total assets includes:
Investments in associated
companies 1,688 0 1,688 6,315 8,003
1-9/2009 Management Company business Fund Total
CapMan CapMan Investment
Private Real business
€ ('000) Equity Estate Total
--------------------------------------------------------------------------------
Turnover 20,032 6,317 26,349 0 26,349
Operating profit/loss 2,194 -48 2,146 -4,376 -2,230
Profit/loss for the financial
year 3,398 -48 3,350 -6,310 -2,960
Assets 16,952 1,347 18,299 83,273 101,572
Total assets includes:
Investments in associated
companies 1,693 0 1,693 2,617 4,310
1-12/2009 Management Company business Fund Total
CapMan CapMan Investment
Private 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) 30.9.10 30.9.09 31.12.09
--------------------------------------------------------------------------
Investments in funds at fair value through
profit and loss at Jan 1 59,421 53,147 53,147
Additions 7,827 9,175 13,038
Distributions -5,909 -377 -586
Disposals 0 -3,616 -3,616
Fair value gains/losses on investments 1,340 -4,384 -2,562
Investments in funds at fair value through
profit and loss at end of the period 62,679 53,945 59,421
Investments in funds at fair value through
profit and loss at the end of period 30.9.10 30.9.09 31.12.09
Buyout 37,083 31,032 34,233
Technology 4,412 3,504 3,616
Life Science 3,746 2,576 3,683
Russia 1,351 1,144 1,049
Public Market 2,027 1,734 3,422
Mezzanine 3,862 4,032 4,000
Other 227 364 364
Real Estate 4,780 4,413 4,296
Access 5,191 5,146 4,758
Total 62,679 53,945 59,421
Transactions with related parties (associated companies)
€ ('000) 30.9.10 30.9.09 31.12.09
--------------------------------------------------------------------------
Receivables - non-current at end of review period 24,371 21,260 22,598
Receivables - current at end of review period 1,032 423 779
Non-current liabilities
€ ('000) 30.9.10 30.9.09 31.12.09
--------------------------------------------------------------------------
Interest bearing loans at end of review period 35,638 40,625 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 30.9.10 30.9.09 31.12.09
--------------------------------------------------------------------
Finland 102 106 107
Denmark 3 3 3
Sweden 22 18 21
Norway 7 7 7
Russia 14 13 12
Luxembourg 1 0 0
In total 149 147 150
By team
--------------------------------------------------------------------
CapMan Private Equity 64 58 61
CapMan Real Estate 40 42 42
Investor Services 24 25 23
Internal Services 21 22 24
In total 149 147 150
Contingent liabilities
€ ('000) 30.9.10 30.9.09 31.12.09
--------------------------------------------------------------------
Leasing agreements 9,786 8,493 10,927
Securities and other contingent liabilities 65,896 69,814 68,164
Remaining commitments to funds 39,727 47,616 42,624
Remaining commitments by investment area
Buyout 16,294 22,667 20,967
Technology 4,668 5,941 5,486
Life Science 3,354 5,338 4,160
Public Market 2,417 4,160 2,669
Russia 3,339 4,101 4,067
Mezzanine 5,904 912 910
Other 427 586 510
Real Estate 1,292 1,634 1,582
Access 2,032 2,277 2,273
In total 39,727 47,616 42,624
Turnover and profit quarterly
2010
MEUR 1-3/10 4-6/10 7-9/10 1-9/10
----------------------------------------------------------------
Turnover 11.4 9.6 8.7 29.7
Management fees 8.4 8.9 7.9 25.2
Carried interest 2.4 0.1 0.1 2.6
Real Estate consulting 0.4 0.4 0.4 1.2
Other income 0.2 0.2 0.3 0.7
Other operating income 0.1 0.0 0.0 0.1
Operating expenses -8.3 -8.6 -8.5 -25.4
Fair value gains / losses of
investments 1.1 -0.7 1.3 1.7
Operating profit / loss 4.3 0.2 1.5 6.0
Financial income and expenses -0.1 0.1 0.2 0.2
Share of associated companies'
result 0.8 1.1 0.6 2.5
Profit / loss before taxes 5.0 1.4 2.2 8.6
Profit / loss for the period 3.5 1.7 1.8 7.0
2009
MEUR 1-3/09 4-6/09 7-9/09 1-9/09 10-12/09 1-12/09
--------------------------------------------------------------------------------
Turnover 8.1 8.7 9.5 26.3 10.0 36.3
Management fees 7.4 8.2 9.0 24.6 8.7 33.3
Carried interest 0.0 0.0 0.0 0.0 0.0 0.0
Real Estate consulting 0.6 0.4 0.3 1.3 1.1 2.4
Other income 0.1 0.1 0.2 0.4 0.2 0.6
Other operating income 0.0 0.1 0.0 0.1 0.0 0.1
Operating expenses -8.4 -8.1 -7.9 -24.4 -8.6 -33.0
Fair value gains / losses of
investments -4.3 -0.3 0.4 -4.2 0.9 -3.3
Operating profit -4.7 0.5 2.0 -2.2 2.3 0.1
Financial income and expenses -0.5 0.3 -0.2 -0.4 0.2 -0.2
Share of associated companies'
result 0.6 -1.8 0.3 -0.9 2.2 1.3
Profit after financial items -4.6 -1.0 2.2 -3.4 4.6 1.2
Profit for the period -3.7 -1.3 2.0 -3.0 3.1 0.1
APPENDIX 1: CAPMAN PLC GROUP'S FUNDS UNDER MANAGEMENT AS OF 30 SEPTEMBER 2010,
MEUR
The tables below show the status of funds managed by CapMan as of 30 September
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. Of the funds
already generating carried interest, the Finnventure V fund can still make
follow-on investments in its current portfolio companies.
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 cost at fair to in- to man- if fund
value vestors agement gene-
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 0.2 145.0 9.3 10-20%
FV V 169.9 165.4 34.6 14.9 1.0 249.5 7.8 20%
--------------------------------------------------------------------------------
Total 245.9 240.1 42.7 22.3 1.2 394.5 17.1
Funds that are
expected to
transfer to
carry during
2011
CME VII A 156.7 152.6 87.9 110.6 4.4 115.5 20%
CME VII B 56.5 56.5 33.9 50.9 2.3 50.8 20%
CME SWE 67.0 66.3 37.6 47.3 1.9 49.7 20%
FM III A 101.4 100.6 31.3 26.4 3.0 108.4 20%
FM III B 20.2 19.9 6.0 8.0 0.9 22.7 20%
--------------------------------------------------------------------------------
Total 401.8 395.9 196.7 243.2 12.5 347.1
Other funds not
yet in carry
CME VII C 23.1 19.7 11.2 7.8 0.3 8.2 20%
CMB VIII 2) 440.0 352.9 298.1 274.7 2.1 12.2 14%
CM LS IV 54.1 36.0 24.8 19.3 0.8 10%
CMT 2007 2) 142.3 63.2 43.0 41.6 1.4 10%
CMR 118.1 47.4 36.9 28.4 0.2 3.4%
CMPM 138.0 72.4 50.2 53.9 0.9 46.8 10%
CMB IX 294.6 99.6 87.9 92.5 2.4 10%
CMM IV 4) 240.0 230.0 160.5 158.0 41.5 48.9 15%
CMM V 60.0 10%
--------------------------------------------------------------------------------
Total 1,510.2 921.2 712.6 676.2 49.6 116.1
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 312.9 298.7 67.5 35.3 4.1 212.3
Funds investing
in portfolio
companies, total 2,470.8 1,855.9 1,019.5 977.0 67.4 1,070.0 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 66.4 51.7 193.3 27.4 26%
Debt
financing 300.0 278.0 98.0 98.0
--------------------------------------------------------------------------------
Total 500.0 466.5 164.4 149.7 1.2 193.3 27.4
CMRE II
Equity 150.0 87.8 96.4 84.1 0.5 12%
Debt
financing 450.0 241.2 230.0 230.0
--------------------------------------------------------------------------------
Total 600.0 329.0 326.4 314.1 -6.7 0.5
CMHRE
Equity 332.5 309.3 336.7 252.6 10.8 12%
Debt
financing 617.5 526.8 508.2 508.2
--------------------------------------------------------------------------------
Total 950.0 836.1 844.9 760.8 5.8 10.8
Real estate
funds, total 2,050.0 1,631.6 1,335.7 1,224.6 0.3 204.6 27.4
All funds,
total 4,520.8 3,487.5 2,355.2 2,201.6 67.7 1,274.6 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 SWE LS = Swedestart Life Science
CMPM = CapMan Public Market Fund SWE Tech = Swedestart Tech
CMR = CapMan Russia Fund
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.
Capital under management by Access Capital Partners is presented separately in
Appendix 3.
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) The Fenno Rahasto, Skandia I, and Skandia II funds comprise the Fenno
Program, which is managed jointly with Fenno Management Oy.
2) The fund is comprised of two or more legal entities (parallel funds are
presented separately only if the focus of their investment or portfolios differ
significantly).
3) Currency items are valued at the average exchange rates quoted on 30
September 2010.
4) CapMan Mezzanine IV: The paid-in commitment includes a MEUR 192 bond
issued by Leverator Plc. Distributed cash flow includes payments to both bond
subscribers and to the fund's partners.
5) CapMan Real Estate I: Distributed cash flow includes repayment of the
bonds and cash flow to the fund's partners. Following previous distribution of
profits, paid-in capital totalling MEUR 56.8 has yet to be returned to
investors.
This capital, together with the preferential annual income payable on it, must
be paid to investors before any new distribution of profits can be paid. Based
on the market situation, CapMan's management considers it unlikely that the
CapMan Real Estate I fund will generate any new distribution of profits in the
future. As a result, the fund has been transferred out of the category of funds
generating carried interest. A total of some MEUR 6 million from the profit
distributed by the fund in 2007 was not booked as revenue because of concerns
that the money in question would have to be returned at some point in the
future.
APPENDIX 2: OPERATIONS OF CAPMAN'S FUNDS UNDER MANAGEMENT, 1 JANUARY - 30
SEPTEMBER 2010
The operations of private equity funds managed by CapMan during the review
period comprised direct investments in portfolio companies, mainly in the Nordic
countries and Russia (CapMan Private Equity), as well as real estate
investments, mainly in Finland (CapMan Real Estate). The investment activities
of funds making direct investments in portfolio companies include mid-sized
buyout investments in manufacturing industry and the service and retail sectors
in the Nordic countries, technology investments in growth-stage and later
growth-stage technology companies in the Nordic countries, life science
investments in companies specialising in medical technology and healthcare
services in the Nordic countries, investments in mid-sized companies operating
in Russia, and investments in significant minority holdings in listed companies
in the Nordic countries.
CAPMAN PRIVATE EQUITY
Investments in portfolio companies in January-September 2010
CapMan funds made seven new investments, as well as several add-on investments,
during the review period, investing MEUR 144.6 in all. Add-on investments
accounted for around a third of the total. The new investments were Bank
Evropeiskij, Esperi Care Oy, Havator Oy, Hermelinen Hälsovård AB, INR Aspen,
LMZ, and Oy Lunawood Ab. Significant add-on investments were made in Walki Group
Oy, Komas Group Oy, Northern Alliance Oy, Proxima AB, Affecto Oyj, Papa John's,
and Avelon Group Oy. During the comparable period in 2009, funds made three new
investments and a number of add-on investments totalling MEUR 95.8.
Exists from portfolio companies in January-September 2010
CapMan funds exited completely from 10 companies during the review period.
Complete exits were made from Exidio Oy, Foreca Oy, Gammadata Holding AB,
Inflight Service AB, Inion AB, Nobia AB, Oy Turo Tailor Ab, PacketFront Sweden
AB, and Pretax Oy. In addition, funds sold the shares in US-based On2
Technologies received when exiting Hantro Products Oy in 2007. The funds also
sold their holdings in Farmos Holding Oy. The Farmos transaction was a partial
exit for the funds from their investment in Orion's Noiro cosmetics unit (now
Lumene) made in 2003. The funds made also a partial exit from MQ Sweden AB.
Exits made during the review period had a combined acquisition cost of MEUR
99.7. During the comparable period last year, complete exits were made from two
companies and a partial exit from another, with a combined acquisition cost of
MEUR 19.6.
CAPMAN REAL ESTATE
Investments in and commitments to real estate acquisitions and projects in
January-September 2010
The CapMan Hotels RE fund invested in a property in the centre of Helsinki that
is planned for conversion into a hotel. In addition, the fund made a significant
add-on investment in the Rantasipi Airport Hotel in Vantaa and took a
significant add-on investment decision to modernise and upgrade the Turun
Centrum site in Turku. CapMan's real estate funds made a number of other add-on
investments in existing properties. New and add-on investments totalled MEUR
18.2. Funds were committed to finance real estate acquisitions and projects
valued at MEUR 35.0 as of 30 September 2010. During the comparable period in
2009, funds made two new investments and various add-on investments totalling
MEUR 92.9. Commitments to finance new projects totalled MEUR 50.0 as of 30
September 2009.
Exits from real estate investments in January-September 2010
The CapMan Real Estate I fund exited from Kiinteistö Oy Helsingin Kalevankatu
20 in Helsinki in the review period. The acquisition cost of the property was
MEUR 8.7. During the comparable period in 2009, an exit by CapMan Real Estate I
fund from an office property located at Ludviginkatu 3-5 in Helsinki took place.
The acquisition cost of the property was MEUR 9.1.
FUND INVESTMENT ACTIVITIES IN FIGURES
Investments and exits made by funds at acquisition cost, MEUR 1-9/2010 1-9/2009 1-12/2009
New and add-on investments
Funds investing in portfolio companies 144.6 95.8 172.0
Buyout 102.5 59.1 80.4
Technology 15.7 6.9 13.5
Life Science 3.8 1.9 8.1
Russia 13.0 6.9 7.1
Public Market 9.6 21.0 62.9
Real estate funds 18.2 92.9 104.9
------------------------------------------------------------------------
Total 162.8 188.7 276.9
Exits*
Funds investing in portfolio companies 99.7 19.6 32.4
Buyout 58.5 16.1 16.8
Technology 17.2 3.5 8.6
Life Science 4.9 - 3.9
Russia - - - -
Public Market 19.1 - - 3.1
Real estate funds 8.7 9.1 9.1
------------------------------------------------------------------------
Total 108.4 28.7 41.5
* Including partial exits and repayments of mezzanine loans.
In addition, real estate funds had made commitments to finance real estate
acquisitions and projects valued at MEUR 35.0 as of 30 September 2010.
Funds' aggregate combined portfolio* as of 30 September 2010, MEUR
Portfolio at Portfolio at Share of portfolio
acquisition fair value (fair value) %
cost
Funds investing in portfolio
companies 1,019.5 977.0 44.4
Real estate funds 1,335.7 1,224.6 55.6
--------------------------------------------------------------------------------
Total 2,355.2 2,201.6 100.0
Funds investing in portfolio
companies
Buyout 760.8 775.8 79.5
Technology 124.2 86.3 8.8
Life Science 47.4 32.6 3.3
Russia 36.9 28.4 2.9
Public Market 50.2 53.9 5.5
--------------------------------------------------------------------------------
Total 1,019.5 977.0 100.0
* Aggregated entity formed of all investments of funds under management.
Remaining investment capacity
After deducting actual and estimated expenses, funds investing in portfolio
companies had a remaining investment capacity amounting to some MEUR 790 for new
and add-on investments as of 30 September 2010. Of their remaining capital, some
MEUR 480 was earmarked for buyout investments (incl. mezzanine investments),
some MEUR 125 for technology investments, some MEUR 25 for life science
investments, some MEUR 80 for investments by the CapMan Russia team, and some
MEUR 80 for investments by the CapMan Public Market team. Real estate funds had
a remaining investment capacity amounting to some MEUR 360, which has largely
been reserved for developing funds' existing investments.
APPENDIX 3: CAPITAL AND MANDATES UNDER THE MANAGEMENT OF ASSOCIATED COMPANY,
ACCESS CAPITAL PARTNERS, AS OF 30 SEPTEMBER 2010
CapMan Plc owns a 35% holding in the European fund of funds management company,
Access Capital Partners. As of 30 September 2010, Access Capital Partners had
approx. EUR 2.7 billion of capital under management. CapMan Plc Group's share of
the carried interest from the Access funds and Private Equity Mandates
established since 2003 is 25%. For older funds, this share is higher.
Further information on Access Capital Partners can be found at www.access-
capital-partners.com.
[HUG#1459359]
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