2010-05-07 11:10:00 CEST
2010-05-07 11:10:32 CEST
REGULATED INFORMATION
CapMan - Interim report (Q1 and Q3)
CapMan Plc Group's Interim Report 1 January - 31 March 2010
CapMan Plc Stock Exchange Release 7 May 2010 at 12.10 p.m.
CapMan Plc Group's Interim Report 1 January - 31 March 2010
Performance and main events during the review period:
- Group turnover totalled MEUR 11.4 (January-March 2009: MEUR 8.1)
- The Group's operating profit was MEUR 4.3 (MEUR -4.7)
- The Management Company business recorded a profit of MEUR 3.2 million (MEUR
-0.2) and the Fund Investment business a profit of MEUR 1.1 (MEUR -4.4)
- Profit before taxes was MEUR 5.0 (MEUR -4.6) and profit after taxes was MEUR
3.5 (MEUR -3.7)
- Profit attributable to the owners of the parent company was MEUR 3.4 (MEUR
-3.8). Earnings per share were 3.3 cents (-5.5 cents)
- Liquid assets as of 31 March 2010 totalled MEUR 30.2 (31.3.2009: MEUR 34.6)
- Capital under management increased to MEUR 3,556.8 (31.3.2009: MEUR
3,434.4; 31.12.2009: MEUR 3,504.3)
- Lennart Simonsen was appointed CapMan Plc's CEO on 30 March 2010 and he will
take up the position on 1 June 2010. The current CEO, Heikki Westerlund, was
elected to the company's Board of Directors and as new Chairman of the Board.
- The Group's overall result in the first quarter of 2010 was good and the
overall result for 2010 is expected to exceed the previous year's result.
CEO Heikki Westerlund comments on events during the review period and future
prospects:"The positive trend that started in our operations during the second half of
2009 has continued, and we achieved a good result level during the first quarter
of 2010. Management fees from the Management Company business were higher
compared to the same quarter in 2009 and we received carried interest income
after a long period of zero revenues from this area. Positive developments in
the fair value of our investments strengthened during the quarter, and as a
result also our Fund Investment business was profitable.
The development of our portfolio companies during the first quarter was
generally good. In some sectors, however, both turnover and volumes are
significantly lower than prior to the recession, and the performance of
portfolio companies in these industries continues to be only adequate. In the
real estate business, customer and sales volumes at the shopping centres in our
portfolio developed positively.
The Nordic buyout and M&A market is recovering as we expected, but is still
characterised by a clear element of caution. The volume of deal flow has clearly
increased across all our investment areas, and our funds have a number of
portfolio companies that have entered into the exit process.
In terms of performance during the rest of the year the decisive factor will be
whether the relatively positive current market sentiment will continue or
whether this development will be disturbed by, for example, nervousness in
eurozone countries."
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. The Management Company business is subdivided into two
business areas: CapMan Private Equity, which manages funds that invest in
portfolio companies, and CapMan Real Estate, which manages funds that invest in
real estate and provides real estate consulting. 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.
The Fund Investment business comprises fund investments made from CapMan Plc's
balance sheet and investments in Maneq funds. Income from the Fund Investment
business is derived from realised returns on fund investments and changes in the
fair value of investments.
There may be considerable quarterly fluctuation in carried interest and the fair
value of fund investments. As a result, the Group's financial performance should
be analysed over a longer time span than the quarterly cycle.
Group turnover and result in January-March 2010
The Group's turnover in January-March 2010, at MEUR 11.4, was higher than during
the first quarter of 2009 (MEUR 8.1). Operating expenses remained at the same
level as in the comparison period and totalled MEUR 8.3 (MEUR 8.4).
The Group's operating profit totalled MEUR 4.3 (MEUR -4.7). Financial income and
expenses amounted to MEUR
-0.1 (MEUR -0.5) and CapMan's share of the result of its associated companies
was MEUR 0.8 (MEUR 0.6). Profit before taxes was MEUR 5.0 (MEUR -4.6) and profit
after taxes was MEUR 3.5 (MEUR -3.7).
Profit attributable to the owners of the parent company was MEUR 3.4 (MEUR
-3.8). Earnings per share were 3.3 cents (-5.5 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 in January-March 2010
totalled MEUR 11.4 (MEUR 8.1). Management fees increased from the comparable
period last year and amounted to MEUR 8.4 (MEUR 7.4). This increase was
attributable to management fees paid by the CapMan Buyout IX fund that began to
accrue in June 2009.
Income from real estate consulting fell compared to the first quarter last year
and totalled MEUR 0.4 (MEUR 0.6). The aggregate total of management fees and
income from real estate consulting was MEUR 8.8 (MEUR 8.0).
Carried interest income generated during the quarter totalled MEUR 2.4 (MEUR
0.0), and came from the Finnventure V fund following its exit from the financial
administration services company Pretax and the sale of the shares in On2
Technologies that the fund received when exiting Hantro Products Oy in 2007.
The Management Company business recorded an operating profit of MEUR 3.2 (MEUR
-0.2) and a profit of MEUR 2.7 (MEUR 0.0).
The status of funds managed by CapMan is presented in more detail in Appendix 1.
Fund Investment business
Fair value changes related to fund investments were MEUR 1.1 (MEUR -4.3), and
represent a 1.9% increase in value. This was mainly attributable to the
continuing stable result prospects of portfolio companies for 2010 and the
positive impact of currency exchange developments in respect of some portfolio
companies. The aggregate fair value of fund investments as of 31 March 2010 was
MEUR 59.4 (MEUR 51.0 as of 31 March 2009).
Operating profit for the Fund Investment business was MEUR 1.1 (MEUR -4.4) and
the profit for the period was MEUR 0.8 (MEUR -3.7).
CapMan made new investments in its funds totalling MEUR 1.4 (MEUR 2.5) during
the quarter. Investments were made in funds including CapMan Russia, CapMan
Public Market, and CapMan Life Science IV. CapMan did not give any new
commitments to its funds during the quarter.
The amount of remaining commitments was significantly lower compared to the same
period last year as a result of investments made and the sales of commitments
announced in summer 2009, and totalled MEUR 41.2 (MEUR 75.3) as of 31 March
2010. The aggregate fair value of existing investments and remaining commitments
as of 31 March 2010 was MEUR 100.5 (MEUR 126.3). CapMan's objective is to invest
1-5% of the original capital in the funds that it manages, depending on the size
of the funds, 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 March 2010
CapMan's balance sheet total increased to MEUR 151.1 during the review period
(MEUR 144.5 as of 31 March 2009). Non-current assets were higher and amounted to
MEUR 112.5 (MEUR 99.6 as of 31 March 2009). No changes during the review period
took place in goodwill, which stood at MEUR 10.2 as of 31 March 2010 (MEUR 11.0
as of 31 March 2009).
Fund investments booked at fair value rose to MEUR 59.4 (MEUR 51.0). Long-term
receivables amounted to MEUR 24.8 (MEUR 24.6), of which MEUR 23.8 (MEUR 21.7)
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 38.6 (MEUR 44.8). Liquid assets (cash in hand
and at banks, plus other financial assets at fair value through profit and loss)
amounted to MEUR 30.2 (MEUR 34.6).
The size of CapMan Plc's hybrid bond remained unchanged at MEUR 29.0. Due to the
dividends paid, the interest on the bond for the financial year is deducted from
equity according to the loan terms and it is payable semi-annually. Following
repayments, CapMan Plc had a bank financing package of MEUR 53.8 (MEUR 60)
available as of 31 March 2010, of which MEUR 43.8 (MEUR 46.0) was utilised.
There were no significant changes in the amount of interest-bearing liabilities
during the quarter. Trade and other payables totalled MEUR 32.7 (MEUR 21.9).
Interest on the hybrid loan for this year is included in current liabilities.
The Group's interest-bearing net debts amounted to MEUR 13.5 (MEUR 11.4).
The Group's cash flow before financing was MEUR 12.2 (MEUR 1.3). Income from
management fees received from funds is paid semi-annually, in January and July,
and is shown under working capital in the cash flow statement. Cash flow from
investments is primarily related to fund investments.
Key figures as of 31 March 2010
CapMan's equity ratio as of 31 March 2010 was 52.6% (52.4% as of 31 March
2009). Return on equity was 18.1%
(-21.0%) and return on investment was 18.0% (-12.0%). The target level for the
company's equity ratio is at least 50% and for return on equity at least 25%.
Key figures 31.3.10 31.3.09 31.12.09
--------------------------------------------------------------------------------
Earnings per share, cents* 3.3 -5.5 -3.0
Diluted, cents 3.3 -5.5 -3.0
Shareholders' equity / share, cents* 90.0 89.5 94.2
Share issue adjusted number of shares 84,281,766 81,322,921 83,015,987
Number of shares at the end of period 84,281,766 81,458,424 84,281,766
Number of shares outstanding 84,255,467 81,322,921 84,255,467
Company's possession of its own shares, end of
period 26,299 135,503 26,299
Return on equity,% p.a.** 18.1 -21.0 0.2
Return on investment,% p.a.** 18.0 -12.0 2.8
Equity ratio,% 52.6 52.4 55.1
Net gearing,% 17.9 15.7 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 interest on the hybrid bond
(net of tax) for the review period has been included when calculating earnings
per share.
** CapMan has changed the reporting practise for Return on equity and Return on
investment which have been annualised (previously reported for the review
period).
Fundraising and capital under management as of 31 March 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.
Fundraising continued to be challenging during the first quarter of 2010.
Capital was raised during the quarter for the CapMan Buyout IX and CapMan
Mezzanine V funds. In addition, evaluation work continued on the potential for
establishing a new private equity real estate fund with a focus on Finnish
housing market.
The investment capacity of the CapMan Hotels RE Ky fund rose during the review
period from MEUR 872.5 to MEUR 950 and corresponds the fund's maximum borrowing
capacity.
The operations of the Finnventure Rahasto II Ky, Finnventure Rahasto III Ky, and
Finnventure Rahasto III G funds came to an end during the first quarter when the
funds in question exited their last remaining portfolio company, Oy Turo Tailor
Ab.
Capital under management totalled MEUR 3,556.8 as of 31 March 2010 (MEUR
3,434.4 as of 31 March 2009). Of this, MEUR 1,829 (MEUR 1,765.3) was in funds
making investments in portfolio companies and MEUR 1,727.8 (MEUR 1,668.1) 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 he took up the position on 26 April 2010. Lennart
Simonsen was appointed CapMan Plc's CEO and a Senior Partner on 30 March 2010
and he will take over this position as of 1 June 2010. These appointed are
covered in greater detail in the stock exchange releases issued on 28 January
and 30 March this year.
Decisions adopted by the Annual General Meeting
CapMan Plc held its Annual General Meeting in Helsinki on 30 March 2010. The AGM
confirmed the 2009 financial statements and discharged the Board of Directors
and the CEO from liability for the 2009 financial year. The meeting approved the
Board of Directors' proposals unamended. The AGM decided that a dividend of EUR
0.04 per share should be paid to shareholders, in line with the Board's
proposal, and this was paid to shareholders on 13 April 2010.
The AGM confirmed that the Board of Directors shall consist of six members and
that their term of office shall run until the end of the next AGM. Ms. Sari
Baldauf, Mr. Tapio Hintikka, Mr. Conny Karlsson, and Mr. Teuvo Salminen were
re-elected to the Board; and Mr. Koen Dejonckheere, CEO of Gimv NV, and Mr.
Heikki Westerlund, CEO of CapMan Plc, were elected as new members.
PricewaterhouseCoopers Oy, Authorised Public Accountants, were elected as the
company's auditors, with Jan Holmberg, APA, as Lead Auditor. Terja Artimo, APA,
of the same company, was elected as his deputy.
The AGM decided to amend Article 11 of the Articles of Association regarding how
and when notice of a General Meeting of Shareholders should be given, in line
with a proposal by the Board of Directors. The amendment was entered into the
Finnish Trade register after the review period on 26 April 2010.
Authorizations granted to the Board by the AGM
The AGM authorised the Board to purchase CapMan B shares and accept them as
pledges. The authorization covers a maximum of 8,000,000 B shares and will
remain in force until 30 June 2011. The AGM also authorised the Board to decide
on a share issue comprising the issue of new shares or the conveyance of B
shares held by the company and the issue of stock option rights and other
entitlements referred to in Paragraph 1, Chapter 10 of the Finnish Companies
Act. The authorisation covers a maximum of 12,000,000 B shares and will remain
in force until 30 June 2011. The content of these authorisations is covered in
more detail in the stock exchange release related to the decisions adopted by
the AGM issued on 30 March 2010.
Organisation of the Board of Directors
At its organisation meeting held after the AGM on 30 March 2010, the Board of
Directors elected Heikki Westerlund as Chairman and Teuvo Salminen as Vice
Chairman. Vice Chairman Teuvo Salminen will assume the duties of the Chairman
until 1 June 2010. In addition, the Board established a Remuneration Committee
comprising Sari Baldauf (Chairperson), Tapio Hintikka, and Heikki Westerlund.
The Board also decided to establish a Nomination Committee, the members of which
shall be appointed at a later date. The Board decided not to establish a
separate Audit Committee at this stage, because the Board shall be able to
handle the Committee's duties along its other tasks.
Personnel
CapMan employed a total of 148 people as of 31 March 2010 (147 as of 31 March
2009), of whom 102 (106) worked in Finland and the remainder in other Nordic
countries or Russia. A breakdown of personnel by country and team is presented
in the tables section.
Shares and share capital
There were no changes in CapMan Plc's share capital or the number of shares
during the review period. Share capital as of 31 March 2010 totalled EUR
771,586.98. B shares totalled 78,281,766 and A shares 6,000,000 as of 31 March
2010. B shares entitle holders to one vote per share and A shares to 10 votes
per share.
Shareholders
CapMan Plc had 4,789 shareholders as of 31 March 2010 (4,529 as of 31 March
2009). No significant changes took place in the company's ownership during the
quarter and no flagging notices were issued.
Company shares
As of 31 March 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 31 March 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 within 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, all option entitlements to the 2008A series had been allocated
and 1,910,000 option entitlements to the 2008B series.
Trading and market capitalisation
CapMan Plc's B share's price developed strongly during the first quarter,
although the volume of shares traded was below that seen during the first
quarter of 2009. B shares closed at EUR 1.74 on 31 March 2010 (EUR 0.80 on 31
March 2009). The average price during the quarter was EUR 1.66 (EUR 0.92). The
highest price paid was EUR 1.89 (EUR 1.10) and the lowest EUR 1.34 (EUR 0.79). A
total of 3.2 million (3.4 million) CapMan Plc B shares were traded during the
quarter, valued at MEUR 5.4 (MEUR 3.1).
The market capitalisation of CapMan Plc B shares as of 31 March 2010 was MEUR
136.2 (MEUR 60.4). The market capitalisation of all company shares, including A
shares valued at the closing price of B shares, was MEUR 146.7 (MEUR 65.2).
Events occurring after the review period
The CapMan Buyout IX fund's size increased from MEUR 273.3 to MEUR 289.6 in May
as new capital totalling MEUR 16.3 was raised for the fund. Fundraising for this
fund will continue until the end of June 2010.
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 of our portfolio companies and
their profitability. The growth of unemployment resulting from the economic
recession, together with the decline in consumer purchasing power linked to
this, could be reflected in the operations and profitability of portfolio
companies in the consumer sector and the shopping centres held in the portfolios
of our real estate funds. The fundraising environment is expected to remain
challenging, which could impact the outcome of the fundraising process currently
under way and the management fees that CapMan receives over the next few years.
Business environment
The prospects for growth in the demand for alternative assets continue to remain
good over the long term. The financial recession and the impact that it has had
are clearly slowing growth in the alternative asset class at the moment. Private
equity has consolidated its position in financing M&A 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 have gained an established share of
institutional investors' investment allocations.
The EU Directive on Alternative Investment Fund Managers currently being drafted
- when passed - will stipulate an operating license for participants, as well as
other significant requirements, including fund investor and authority reporting.
The new regulations will place a burden on smaller players in particular and may
also impact the overall number of players in the field. Thanks to its
organisation and operating model, CapMan is in a good position to meet the
challenge these new regulations represent.
CapMan funds investing in portfolio companies will continue to implement their
investment strategies. Bank financing for buyouts, mergers and acquisitions, and
real estate investments is now available again, and the volume of deal flow has
clearly risen across all our investment areas. We also believe that the exit
market will improve during 2010.
The development of our portfolio companies during the early part of the year was
largely good, and profit and growth projections for 2010 as a whole are
positive. Fair value development 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 our companies'
growth and financing. Long-term cooperation with the Nordic banks is
particularly important for us, and has worked well.
In the real estate sector, the gap in price expectations between purchasers and
vendors and the element of caution in loan market have seen the volume of real
estate transactions remain at a low level. The use of equity for financing real
estate transactions has increased. The combined trend of weakening property
demand and rising yield expectations has tailed off and property valuation
levels have stabilised, at least for the time being. Demand for prime real
estate remains good. We expect the number of real estate transactions to
increase clearly during 2010. 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.
All of CapMan's investment teams are in a good position and have sufficient
resources to implement their investment strategies in the Nordic countries and
Russia. CapMan's funds investing in portfolio companies have some MEUR 830
available for making new and add-on investments, while real estate funds have
approximately MEUR 370 of investment capacity, mainly for developing the
existing portfolio.
Future outlook
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 2010-2011.
The fair value of CapMan's fund investments showed a small positive improvement
during the first quarter of 2010, and we expect at least a neutral trend in this
area to continue. Progress during the rest of the year will depend on the
development of portfolio companies and the general market situation.
The Group's overall result in the first quarter of 2010 was good and the overall
result for 2010 is expected to exceed clearly the previous year's result. The
overall result will mainly depend on whether new exits are made by funds already
generating carried interest, whether new funds will transfer to carry, and on
how the value of investments will develop in those funds in which CapMan is a
substantial investor.
CapMan Plc will publish its Interim Report for 1 January - 30 June 2010 on
Friday 6 August 2010.
Helsinki, 7 May 2010
CAPMAN PLC
Board of Directors
Press conference:
A press conference for analysts and the media will be held today at 1.00 pm EET
in CapMan's offices at Korkeavuorenkatu 32, Helsinki, Finland, at which CapMan's
CEO Heikki Westerlund 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 Internet website once the conference has started.
Further information:
Heikki Westerlund, CEO, tel. +358 207 207 504 or +358 50 559 6580
Olli Liitola, Senior Partner, tel. +358 207 207 506 or +358 400 605 040
Distribution:
Helsinki Stock Exchange
Principal media
www.capman.com
Appendices (after the tables section):
Appendix 1: CapMan Plc Group's funds under management as of 31 March 2010, MEUR
Appendix 2: Operations of CapMan's funds under management, 1 January - 31 March
2010
Appendix 3: Capital and mandates under the management of associated company,
Access Capital Partners, as of 31 March 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 had no impact on this interim report. The
information presented in the Interim Report is un-audited.
GROUP STATEMENT OF COMPREHENSIVE INCOME (IFRS)
EUR ('000) 1-3/10 1-3/09 1-12/09
------------------------------------------------------------------
Turnover 11,449 8,110 36,257
Other operating income 57 0 137
Personnel expenses -5,176 -5,101 -18,464
Depreciation and amortisation -223 -247 -957
Impairment of goodwill 0 0 -700
Other operating expenses -2,930 -3,066 -12,845
Fair value gains / losses of investments 1,129 -4,349 -3,322
Operating profit / loss 4,306 -4,653 106
Financial income and expenses -85 -526 -185
Share of associated companies' result 789 568 1,293
Profit / loss before taxes 5,010 -4,611 1,214
Income taxes -1,534 889 -1,076
Profit / loss for the period 3,476 -3,722 138
Other comprehensive income:
Translation differences -64 -88 270
Total comprehensive income / loss 3,412 -3,810 408
Profit / loss attributable to:
Equity holders of the company 3,400 -3,793 -210
Minority interest 76 71 348
Total comprehensive income / loss attributable to:
Equity holders of the company 3,336 -3,881 60
Minority interest 76 71 348
Earnings per share for profit / loss attributable
to the equity holders of the Company:
Earnings per share, cents 3.3 -5.5 -3.0
Diluted, cents 3.3 -5.5 -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)
EUR ('000) 31.3.10 31.3.09 31.12.09
--------------------------------------------------------------------------
ASSETS
Non-current assets
Tangible assets 768 1,065 838
Goodwill 10,245 10,985 10,245
Other intangible assets 2,830 3,205 2,972
Investments in associated companies 7,336 3,435 6,547
Investments at fair value through profit and loss
Investments in funds 59,357 50,996 59,421
Other financial assets 569 828 585
Receivables 24,836 24,567 25,304
Deferred income tax assets 6,585 4,568 6,177
112,526 99,649 112,089
Current assets
Trade and other receivables 8,360 10,199 10,291
Other financial assets at fair value
through profit and loss 2,894 936 1,673
Cash and bank 27,312 33,668 17,978
38,566 44,803 29,942
Total assets 151,092 144,452 142,031
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 38,546 33,829 37,347
Translation difference -328 -750 -392
Retained earnings -2,315 -198 1,097
75,643 72,621 77,792
Minority interest 180 173 413
Total equity 75,823 72,794 78,205
Non-current liabilities
Deferred income tax liabilities 1,885 334 1,824
Interest-bearing loans and borrowings 37,500 43,125 40,625
Other liabilities 2,620 6,096 2,291
42,005 49,555 44,740
Current liabilities
Trade and other payables 26,442 19,053 12,227
Interest-bearing loans and borrowings 6,250 2,875 6,250
Current income tax liabilities 572 175 609
33,264 22,103 19,086
Total liabilities 75,269 71,658 63,826
Total equity and liabilities 151,092 144,452 142,031
GROUP STATEMENT OF CHANGES IN EQUITY
Attributable to the equity holders of the Company
Trans-
Share lation
Share premium Other differ- Retained Minority Total
capital account reserves ences earnings Total interest equity
EUR ('000)
-------------------------------------------------------------------------------
Equity on
31 Dec 2008 772 38,968 25,829 -226 3,585 68,928 221 69,149
Options 10 10 10
Hybrid bond 8,000 8,000 8,000
Other changes -436 -436 -119 -555
Comprehensive
profit / loss -88 -3,793 -3,881 71 -3,810
Equity on
31 Mar 2009 772 38,968 33,829 -750 -198 72,621 173 72,794
Equity on
31 Dec 2009 772 38,968 37,347 -392 1,097 77,792 413 78,205
Options 1,199 -1,028 171 171
Dividends paid -3,370 -3,370 -309 -3,679
Hybrid bond,
interest
(net of tax) -2,414 -2,414 -2,414
Comprehensive
profit / loss 64 3,400 3,464 76 3,540
Equity on
31 Mar 2010 772 38,968 38,546 -328 -2,315 75,643 180 75,823
STATEMENT OF CASH FLOW (IFRS)
EUR ('000) 1-3/10 1-3/09 1-12/09
----------------------------------------------------------------
Cash flow from operations
Profit / loss for the financial year 3,476 -3,722 138
Adjustments 319 3,302 5,352
Cash flow before change in working capital 3,795 -420 5,490
Change in working capital 8,700 5,918 -3,463
Financing items and taxes -672 -1,168 -3,825
Cash flow from operations 11,823 4,330 -1,798
Cash flow from investments 330 -2,992 -15,105
Cash flow before financing 12,153 1,338 -16,903
Dividends paid 0 0 -46
Other net cash flow -2,819 8,000 10,597
Financial cash flow -2,819 8,000 10,551
Change in cash funds 9,334 9,338 -6,352
Cash funds at start of the period 17,978 24,330 24,330
Cash funds at end of the period 27,312 33,668 17,978
Segment information
The Group reports two segments: Management Company business and Fund Investment
business
1-3/2010 Management Company business Fund Total
CapMan CapMan Investment Private Real business
EUR ('000) Equity Estate Total
--------------------------------------------------------------------------------
Turnover 9,263 2,186 11,449 0 11,449
Operating profit/loss 3,253 -14 3,239 1,067 4,306
Profit/loss for the financial
year 2,675 -14 2,661 815 3,476
Assets 16,451 1,625 18,076 93,602 111,678
Total assets includes:
Investments in associated
companies 2,135 0 2,135 5,201 7,336
1-3/2009 Management Company business Fund Total
CapMan CapMan Investment
Private Real business
EUR ('000) Equity Estate Total
--------------------------------------------------------------------------------
Turnover 5,920 2,190 8,110 0 8,110
Operating profit/loss -66 -177 -243 -4,410 -4,653
Profit/loss for the financial year 135 -177 -42 -3,680 -3,722
Assets 16,254 2,228 18,482 81,167 99,649
Total assets includes:
Investments in associated
companies 2,047 0 2,047 1,388 3,435
1-12/2009 Management Company business Fund Total
CapMan CapMan Investment
Private Real business
EUR ('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
EUR ('000) 31.3.10 31.3.09 31.12.09
--------------------------------------------------------------------------------
Investments in funds at fair value through profit and
loss 59,421 53,147 53,147
Additions 1,391 2,525 13,038
Distributions -2,425 -130 -586
Disposals 0 0 -3,616
Fair value gains/losses on investments 970 -4,546 -2,562
Investments in funds at fair value
through profit and loss at end of the period 59,357 50,996 59,421
Investments in funds at fair value
through profit and loss at the end of period 31.3.10 31.3.09 31.12.09
Buyout 34,298 26,738 34,233
Technology 4,060 4,959 3,616
Life Science 3,963 2,553 3,683
Russia 1,115 2,366 1,049
Public Market 2,320 0 3,422
Mezzanine 3,843 2,556 4,000
Other 217 339 364
Real Estate 4,474 5,098 4,758
Access Capital Partners funds 5,067 6,387 4,296
Total 59,357 50,996 59,421
Transactions with related parties
(associated companies)
EUR ('000) 31.3.10 31.3.09 31.12.09
--------------------------------------------------------------------------------
Receivables - non-current at end of review period 22,766 21,676 22,598
Receivables - current at end of review period 399 1,476 779
Non-current liabilities
EUR ('000) 31.3.10 31.3.09 31.12.09
--------------------------------------------------------------------------------
Interest bearing loans at end of review period 37,500 43,125 40,625
Seasonal nature of 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 31.3.10 31.3.09 31.12.09
--------------------------------------------------------------------
Finland 102 106 107
Denmark 3 3 3
Sweden 22 20 21
Norway 7 6 7
Russia 13 12 12
Luxembourg 1 0 0
In total 148 147 150
By team
--------------------------------------------------------------------
CapMan Private Equity 61 58 61
CapMan Real Estate 39 43 42
Investor Services 24 25 23
Internal Services 24 21 24
In total 148 147 150
Contingent liabilities
EUR ('000) 31.3.10 31.3.09 31.12.09
--------------------------------------------------------------------
Leasing agreements 10,412 8,382 10,927
Securities and other contingent liabilities 67,332 70,573 68,164
Remaining commitments to funds 41,188 75,265 42,624
Remaining commitments by investment area
Buyout 20,715 25,253 20,967
Technology 5,427 12,188 5,486
Life Science 3,764 5,490 4,160
Public Market 2,620 15,000 2,669
Russia 3,753 10,509 4,067
Mezzanine 906 2,239 910
Other 508 481 510
Real Estate 1,326 1,718 1,582
Access Capital Partners funds 2,169 2,387 2,273
In total 41,188 75,265 42,624
Turnover and profit quarterly
Year 2010
MEUR 1-3/10
------------------------------------------------
Turnover 11.4
Management fees 8.4
Carried interest 2.4
Real Estate consulting 0.4
Other income 0.2
Other operating income 0.1
Operating expenses -8.3
Fair value gains / losses of investments 1.1
Operating profit / loss 4.3
Financial income and expenses -0.1
Share of associated companies' result 0.8
Profit / loss before taxes 5.0
Profit / loss for the period 3.5
Year 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 MARCH 2010, MEUR
The tables below show the status of funds managed by CapMan as of 31 March
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
Fund's CapMan's
Paid-in current Net Distributed share
Size capital portfolio cash cash flow of cash
at at as- to in- to man- flow
cost fair sets vest- agement if fund
value ors company gene-
(carried rates
interest) carried
interest
Funds
generating
carried
interest
Fenno
Program 1)
and FM II B
in total 76.0 74.7 8.1 7.0 0.2 145.0 9.3 10-20%
FV V 169.9 165.1 36.2 13.7 1.2 249.0 7.7 20%
---------------------------------------------------------------------------
Total 245.9 239.8 44.3 20.7 1.4 394.0 17.0
Funds
that are
expected
to transfer
to carry
during
2010-2011
CME VII A 156.7 151.1 97.6 124.9 4.1 103.5 20%
CME VII B 56.5 56.5 38.7 58.2 2.3 45.2 20%
CME SWE 67.0 64.4 41.8 53.6 1.8 44.6 20%
FM III A 101.4 100.4 33.1 26.4 4.6 103.7 20%
FM III B 20.2 19.9 8.7 10.8 1.3 19.1 20%
---------------------------------------------------------------------------
Total 401.8 392.3 219.9 273.9 14.1 316.1
Other funds
not yet
in carry
CME VII C 23.1 18.9 11.6 8.3 0.3 7.2 20%
CMB VIII 2) 440.0 343.3 296.0 267.6 3.6 14%
CM LS IV 54.1 33.8 22.7 19.9 1.4 10%
CMT 2007 2) 142.3 49.0 31.2 31.2 1.0 10%
CMR 118.1 38.6 28.1 23.1 0.5 3.4%
CMPM 138.0 67.0 50.0 63.0 0.4 34.2 10%
CMB IX 273.3 18.9 12.3 12.3 1.1 10%
CMM IV 4) 240.0 230.0 172.1 167.4 31.3 41.1 15%
---------------------------------------------------------------------------
Total 1,428.9 799.5 624.0 592.8 39.6 82.5
Funds with
no carried
interest
potential
to CapMan
FM III C,
FV IV,
FV V ET,
SWE LS,
SWE Tech 1), 3)
and FM II
A, C, D 1)
----------------------------------------------------------------------------
Total 305.0 290.4 73.0 37.7 4.1 205.0
Funds
investing
in portfolio
companies,
total 2,381.6 1,722.0 961.2 925.1 59.2 997.6 17.0
REAL ESTATE FUNDS
Fund's Distributed
Origi- Paid-in current Net cash CapMan's
nal capital portfolio cash flow share of
invest- at cost at fair as- to in- to man- cash
ment value sets vestors agement flow if
capa- company fund
city (carried gene-
interest) rates
carried
interest
Funds
that are
not
generating
carried
interest
at the
moment
CMRE I 5)
equity
and
bonds 200.0 188.5 66.4 53.1 190.7 27.4 26%
debt
financing 300.0 278.0 98.0 98.0
-----------------------------------------------------------------------------
total 500.0 466.5 164.4 151.1 2.8 190.7 27.4
CMRE II
equity 150.0 85.3 95.2 80.8 0.5 12%
debt
financing 450.0 241.2 229.8 229.8
-----------------------------------------------------------------------------
total 600.0 326.5 325.0 310.6 -9.4 0.5
CMHRE
equity 332.5 309.3 332.9 242.2 10.8 12%
debt
financing 617.5 526.8 508.1 508.1
-----------------------------------------------------------------------------
total 950.0 836.1 841.0 750.3 0.9 10.8
Real
estate
funds,
total 2,050.0 1,629.1 1,330.4 1,212.0 -5.7 202.0 27.4
All funds,
total 4,431.6 3,351.1 2,291.6 2,137.1 53.5 1,199.6 44.4
Abbreviations used to refer to funds:
CMB = CapMan Buyout CMRE = CapMan Real Estate
CME = CapMan Equity CMT 2007 = CapMan Technology 2007
CMLS = CapMan Life Science FM = Finnmezzanine Fund
CMM = CapMan Mezzanine FV = Finnventure Fund
CMHRE = CapMan Hotels RE SWE LS = Swedestart Life Science
CMPM = CapMan Public Market Fund SWE Tech = Swedestart Tech
CMR = CapMan Russia Fund
Size/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 in separate rows in the table.
CapMan's share of cash flow if a fund generates carried interest:
When a fund has produced for investors the cumulative preferential return
specified in the fund agreements, the management company is entitled to an
agreed share of future cash flows from the fund (carried interest).
Cash flow, in this context, includes both profit distributed by the 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
however be returned to investors before the new distribution of profits can be
paid.
Footnotes to the table
1) The Fenno Rahasto, Skandia I, and Skandia II funds comprise the Fenno
Programme, 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 their investment focuses or portfolios differ
significantly).
3) Currency items are valued at the average exchange rates quoted on 31 March
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 the previous payment of carried
interest, a total of MEUR 59.4 in paid-in capital had not yet been returned to
investors. This capital, together with the annual income entitlement payable on
it, must be paid to investors before further carried interest can be
distributed. CapMan considers it unlikely, in the light of the market situation,
that further carried interest will be provided by the CapMan Real Estate I fund.
As a result, the fund has been transferred from those funds in carry. A total of
some MEUR 6 of carried interest was not entered in CapMan's profit in 2007 but
instead left in reserve in case that some of the carried interest would have to
be returned to investors in future.
APPENDIX 2: OPERATIONS OF CAPMAN'S FUNDS UNDER MANAGEMENT, 1 JANUARY - 31 MARCH
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,
technology investments in growth-stage and later growth-stage technology
companies, life science investments in companies specialising in medical
technology and healthcare services, investments in mid-sized companies operating
in Russia, and investments in significant minority holdings in listed mid-cap
companies.
CAPMAN PRIVATE EQUITY
Investments in portfolio companies in January-March 2010
CapMan funds made three new investments, as well as several follow-on
investments, during the first quarter, investing MEUR 22.2 in all. New
investments accounted for around a third of the total. The new investments were
Hermelinen Hälsovård AB and LMZ, which was announced after the review period in
April. Significant add-on investments were made in Walki Group Oy, Affecto Oyj,
and InfoCare Holding A/S. During the first quarter of 2009, funds made one new
investment and a number of add-on investing totalling MEUR 39.6.
Exists from portfolio companies in January-March 2010
CapMan funds exited completely from Inflight Service AB, Oy Turo Taylor Ab, and
Pretax Oy during the first quarter. In addition, funds sold the shares in
US-based On2 Technologies received when exiting Hantro Products Oy in 2007.
Funds also exited partially from Nobia AB. Exits made during the quarter had an
acquisition cost of MEUR 32.4. No significant exits were made during the
comparable period last year.
Events after the review period
In April, it was announced that the CapMan Technology 2007 fund will invest in
the Finnish company, Lunawood Oy, the world's leading producer of thermo wood
and that CapMan Buyout IX fund will acquire Esperi Care Oy, the market leader in
the care sector in Finland.
In May, CapMan Buyout IX fund's investment in Havator Group Oy was announced.
Havator is one of the Nordic region's leading suppliers of crane services,
special transports, section assembly and harbour crane services.
In April after the review period, CapMan funds exited two technology portfolio
companies, Gammadata AB and Exidio Oy. In addition, the funds sold their
holdings in Swedish-based PacketFront Systems AB, received in 2006 in connection
with the exit from 42Networks.
CAPMAN REAL ESTATE
Investments in and commitments to real estate acquisitions and projects in
January-March 2010
The CapMan Hotels RE fund invested in a property in the centre of Helsinki that
is planned for conversion into a hotel during the first quarter, and made a
significant add-on investment in the Rantasipi Airport Hotel in Vantaa. In
addition, CapMan's real estate funds made a number of other add-on investments
in existing properties. New and add-on investments totalled MEUR 12.9. Funds
were committed to finance real estate acquisitions and projects valued at MEUR
28 million as of 31 March 2010. During the first quarter of 2009, funds made
add-on investments totalling MEUR 25.6 million. Commitments to finance new
projects totalled MEUR 69 million as of 31 March 2009.
Exits from real estate investments in January-March 2010
An exit by the CapMan Real Estate I fund from Kiinteistö Oy Helsingin
Kalevankatu 20 in Helsinki took place during the quarter. The acquisition cost
of the property was MEUR 8.7 million at the exit. No exits were made during the
first quarter of 2009.
FUNDS' INVESTMENT ACTIVITIES IN FIGURES
Funds investments and exits at acquisition cost, MEUR
1-3/2010 1-3/2009 1-12/2009
New and follow-on investments
Funds investing in portfolio companies 22.2 39.6 172.0
Buyout 11.2 14.4 80.4
Technology 1.0 2.1 13.5
Life Science 1.3 0.5 8.1
Russia 4.2 1.6 7.1
Public Market 4.5 21.0 62.9
Real estate funds 12.9 25.6 104.9
---------------------------------------------------------------------
Total 35.1 65.2 276.9
Exits*
Funds investing in portfolio companies 32.4 0.2 32.4
Buyout 11.6 - 16.8
Technology 6.5 0.2 8.6
Life Science - - 3.9
Russia - - -
Public Market 14.3 - 3.1
Real estate funds 8.7 - 9.1
---------------------------------------------------------------------
Total 41.1 0.2 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 28 as of 31 March 2010.
Funds' aggregate combined portfolio* as of 31 March 2010, MEUR
Portfolio at Portfolio Share of
acquisition at fair portfolio
cost value (fair value) %
Funds investing in portfolio companies 961.2 925.1 43.3
Real estate funds 1,330.4 1 212.0 56.7
----------------------------------------------------------------------------
Total 2,291.6 2,137.1 100.0
Funds investing in portfolio companies
Buyout 716.2 724.0 78.3
Technology 118.7 81.7 8.8
Life Science 48.2 33.3 3.6
Russia 28.1 23.1 2.5
Public Market 50.0 63.0 6.8
----------------------------------------------------------------------------
Total 961.2 925.1 100.0
* 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 830 for new
and add-on investments as of 31 March 2010. Of their remaining capital, some
MEUR 490 was earmarked for buyout investments (incl. mezzanine investments),
some MEUR 135 for technology investments, some MEUR 30 for life science
investments, some MEUR 90 for investments by the CapMan Russia team, and some
MEUR 85 for investments by the CapMan Public Market team. Real estate funds had
a remaining investment capacity amounting to some MEUR 375.
APPENDIX 3: CAPITAL AND MANDATES UNDER THE MANAGEMENT OF ASSOCIATED COMPANY,
ACCESS CAPITAL PARTNERS, AS OF 31 MARCH 2010
CapMan Plc owns a 35% holding in the European fund of funds management company,
Access Capital Partners. As of 31 March 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#1413073]
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