2011-05-04 07:30:00 CEST
2011-05-04 07:30:41 CEST
REGULATED INFORMATION
CapMan - Interim report (Q1 and Q3)
CapMan Plc Group's Interim Report 1 January - 31 March 2011
CapMan Plc Stock Exchange Release 4 May 2011 at 8:30 a.m. EET
CapMan Plc Group's Interim Report 1 January - 31 March 2011
Performance and main events during the review period:
- Group turnover totalled MEUR 8.2 (January-March 2010: MEUR 11.4).
- The Group's operating profit was MEUR 4.0 (MEUR 4.3).
- The Management Company business recorded an operating result of MEUR 0.0 (MEUR
3.2) and the Fund Investment business an operating profit of MEUR 4.0 (MEUR
1.1).
- Profit before taxes was MEUR 4.8 (MEUR 5.0) and profit after taxes was MEUR
3.7 (MEUR 3.5).
- Profit attributable to the owners of the parent company was MEUR 3.6 (MEUR
3.4). Earnings per share were 3.5 cents (3.3 cents).
- Capital under management as of 31 March 2011 was MEUR 3,415.6 (31.3.2010: MEUR
3,556.8).
- CapMan published its updated strategy, new vision and new financial targets on
4 February 2011.
- We have specified our guidance for 2011 and expect operating profit for 2011
to exceed the 2010 operating profit, mainly as a result of positive development
in CapMan's own fund investments. Operating profit in 2010 was MEUR 6.3
excluding non-recurring items. In February CapMan's operating profit for 2011
was expected to slightly exceed the 2010 operating profit.
CEO Lennart Simonsen:"We published our updated strategy and new vision during the first quarter of
this year. We have now moved to the execution phase, where our focus will be on
improving performance and simplifying operations to create the agility needed to
operate in complex market space.
In terms of performance, the start of the year has been marked by a good level
of activity in our investment operations. I am pleased with our result in the
first quarter, which mainly resulted from the positive fair value development of
our own fund investments. The OneMed exit, closed in March, returned a
significant amount of paid-in capital to investors in the CapMan Buyout VIII
fund and further strengthened CapMan's cash position. The positive trend in the
M&A market continued during the first quarter. Bank financing for mergers and
acquisitions and real estate investments is at a good level in the Nordic
countries, and we are seeing high-quality deal flow in all key investment
partnerships. Exit negotiations are under way in respect of a number of
companies and properties in the portfolios of CapMan funds. We always aim to
exit our investment targets at the best possible valuation, which might impact
the timing of the exits. As anticipated, the fundraising market has remained
challenging, although we see some signs of the market picking up during 2011.
CapMan's significant new fundraising rounds will take place primarily in 2012.
Our latest decision related to simplifying our operations is to close our office
in Denmark. We expect the results of the simplification measures already taken
and currently under way to begin to show fully in our results from 2012
onwards."
Business operations
CapMan is a private equity fund manager operating in the Nordic countries and
Russia. CapMan also makes investments in its own funds. The guiding principle
for the investment activities of the funds managed by the Group is to work
actively and directly towards increasing the value of investments. The Group has
two operating segments: the Management Company business and the Fund Investment
business.
Income from the Management Company business is derived from management fees paid
by funds, carried interest received from funds, and income generated by real
estate consulting. Management fees and real estate consulting income normally
cover the company's operating costs and generally represent a steady and very
predictable source of income.
Income from the Fund Investment business comes from changes in the fair value of
investments and realised returns on CapMan's own fund investments. Depending on
the development of funds' investments and the general market situation, these
can have a significant positive or negative impact on the Group's result.
As there may be considerable quarterly fluctuations in carried interest and the
fair value of fund investments, the Group's financial performance should be
analysed over a longer time span than the quarterly cycle.
Significant events in Q1 2011
CapMan published its updated strategy and new vision on 4 February 2011.
CapMan's vision is to be the best-performing European private equity firm, and
its strategy is to combine the strengths of entrepreneurial partnerships and all
capabilities within CapMan to provide excellent returns to its investors. CapMan
also published new financial targets that relate particularly to profitability
and the company's balance sheet. CapMan's target for return on equity is over
20% p.a.; its target for equity ratio is over 60%, and its dividend pay-out
ratio (as before) at least 50% of the net profit. The amount of future dividends
will be subject to CapMan's future earnings, financial position, and cash flows.
Although CapMan does not have a separate target for growth, it will continue to
exploit growth opportunities, particularly in its key investment partnerships.
CapMan signed a letter of intent on 4 February to divest its real estate
consulting business. The transaction will not have a substantial impact on
CapMan's result for 2011, and is expected to be closed during the third quarter
of 2011, at the latest.
Group turnover and result in Q1 2011
The Group's turnover decreased in Q1 2011 compared to Q1 2010 and totalled MEUR
8.2 (MEUR 11.4). This was attributable to lower carried interest income and
lower management fees than in the first quarter of 2010. Operating expenses were
MEUR 8.3 (MEUR 8.3).
The Group's operating profit totalled MEUR 4.0 (MEUR 4.3). Financial income and
expenses amounted to MEUR 0.4 (MEUR -0.1). CapMan's share of the profit of its
associated companies was MEUR 0.5 (MEUR 0.8). Profit before taxes was MEUR 4.8
(MEUR 5.0) and profit after taxes was MEUR 3.7 (MEUR 3.5).
Profit attributable to the owners of the parent company was MEUR 3.6 (MEUR
3.4). Earnings per share were 3.5 cents (3.3 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 8.2 (MEUR 11.4). Management fees decreased, as expected, compared
to the comparable period last year and totalled MEUR 7.1 (MEUR 8.4). This was
attributable to exits made after the comparable period in question and the
decision made in Q4 2010 to reduce the size of the CapMan Technology 2007 fund.
Income from real estate consulting remained similar to that in the same period
last year and totalled MEUR 0.5 (MEUR 0.4). The aggregate total of management
fees and income from real estate consulting was MEUR 7.6 (MEUR 8.8).
Carried interest income totalled MEUR 0.4 (MEUR 2.4) and came mainly from the
Finnmezzanine III B fund following its transfer to carry after its exit from the
OneMed Group.
The Management Company business recorded an operating result of MEUR 0.0 (MEUR
3.2) and a profit of MEUR 0.2 (MEUR 2.7).
The status of the funds managed by CapMan is presented in more detail in
Appendix 1.
Fund Investment business
Fair value changes related to fund investments in Q1 2011 were MEUR 4.1 (MEUR
1.1) and represented a 6.7% increase in value over the period (Q1 2010 saw a
1.9% increase in value). The development of individual portfolio companies, as
well as changes in the market capitalisation of their listed peers, impacted
fair value development. The aggregate fair value of fund investments as of 31
March 2011 was MEUR 64.4 (31 March 2010: MEUR 59.4).
Operating profit for the Fund Investment business was MEUR 4.0 (MEUR 1.1) and
the profit for the period was MEUR 3.4 (MEUR 0.8). CapMan's share of the result
of its Maneq associated companies impacted profit performance. The performance
of Maneq companies depends on the changes in the fair value of investments made
by Maneq funds.
CapMan made new investments in its funds totalling MEUR 4.4 (MEUR 1.4) during
the review period. The majority of these were made in the CapMan Buyout IX and
CapMan Public Market funds. CapMan received distributions from funds totalling
MEUR 10.1 (MEUR 2.4). The majority of this capital was received from the CapMan
Buyout VIII following its exit from the OneMed Group. CapMan did not make any
new commitments to funds in Q1 2011.
The amount of remaining commitments totalled MEUR 30.3 as of 31 March 2011
(31.3.2010: MEUR 41.2). The aggregate fair value of existing investments and
remaining commitments as of 31 March 2011 was MEUR 94.7 (MEUR 100.6). 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 31 March 2011
CapMan's balance sheet totalled MEUR 156.0 as of 31 March 2011 (31.3.2010: MEUR
151.1). Non-current assets amounted to MEUR 105.6 (MEUR 112.5), of which the
carrying amount of goodwill totalled MEUR 6.4 (MEUR 10.2). The decrease in
goodwill resulted from the write-down on the reorganisation of technology
operations in the last quarter of 2010.
Fund investments booked at fair value totalled MEUR 64.4 (MEUR 59.4). Long-term
receivables amounted to MEUR 19.7 (MEUR 24.8), of which MEUR 19.0 (MEUR 23.8)
were loan receivables from Maneq funds. In addition to CapMan Plc, CapMan
personnel are investors in Maneq funds. The expected returns from CapMan's Maneq
investments are broadly in line with the return expectations for CapMan's other
investments in its own funds, and Maneq funds pay market rate interest on loans
they receive from CapMan Plc.
Current assets amounted to MEUR 46.9 (MEUR 38.6). Liquid assets (cash in hand
and at banks, plus other financial assets at fair value through profit and loss)
increased as a result of the Access transaction closed in Q4 2010 and the OneMed
exit closed in February 2011, and amounted to MEUR 42.9 (MEUR 30.2).
The size of CapMan's hybrid bond stands at MEUR 29.0. Due to the dividends paid,
the interest on the bond for the financial year is deducted from equity in line
with the terms of the loan. The interest on the bond is payable semi-annually.
CapMan Plc had a bank financing package of MEUR 44.4 (MEUR 53.8) available as of
31 March 2011, of which MEUR 34.4 (MEUR 43.8) was utilised. Trade and other
payables totalled MEUR 37.2 (MEUR 32.7). The Group's interest-bearing net debts
amounted to MEUR -7.8 (MEUR 13.5).
The Group's cash flow from operations totalled MEUR 2.4 (MEUR 11.8). Income from
fund management fees is paid semi-annually, in January and July, and is shown
under working capital in the cash flow statement. Cash flow from investments
totalled MEUR 12.3 (MEUR 0.3) and is related to fund investments and repaid
capital received by the company. Cash flow before financing totalled MEUR 14.7
(MEUR 12.2), while cash flow from financing was MEUR -6.3 (MEUR -2.8).
Key figures as of 31 March 2011
CapMan's equity ratio as of 31 March 2011 was 54.7% (31.3.2010: 52.6%). Return
on equity was 16.9% (18.1%) and return on investment was 16.6% (18.0%). The
target level for the company's equity ratio is at least 60% and at least 20% for
return on equity.
Key figures
31.3.11 31.3.10 31.12.10
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Earnings per share, cents 3.5 3.3 17.7
Diluted, cents 3.5 3.3 17.7
Shareholders' equity / share, cents * 97.2 90.3 107.7
Share issue adjusted number of shares 84,255,467 84,281,766 84,255,467
Number of shares at the end of period 84,281,766 84,281,766 84,281,766
Number of shares outstanding 84,255,467 84,255,467 84,255,467
Company's possession of its own shares, end of
period 26,299 26,299 26,299
Return on equity, % p.a. 16.9 18.1 20.8
Return on investment, % p.a. 16.6 18.0 19.7
Equity ratio, % 54.7 52.6 58.5
Net gearing, % -9.5 17.9 7.3
* In line with IFRS standards, the MEUR 29.0 hybrid bond has been included in
equity, also when calculating equity per share and return on equity. The net
interest on the hybrid bond for the review period has been included when
calculating earnings per share.
Fundraising in Q1 2011 and capital under management as of 31 March 2011
Capital under management refers to the remaining investment capacity of funds
and capital already invested at acquisition cost. Capital increases as
fundraising for new funds progresses and declines as exits are made.
As expected, the fundraising market remained challenging during the review
period. CapMan continued fundraising for its CapMan Mezzanine V fund.
Capital under management decreased following the exits made after the comparable
period last year and the decision made in Q4 2010 to reduce the size of the
CapMan Technology 2007 fund. Capital under management totalled MEUR 3,415.6 as
of 31 March 2011 (31.3. 2010: MEUR 3,556.8). Of this, MEUR 1,686.6 (MEUR
1,829.0) was held in funds making investments in portfolio companies and MEUR
1,729.0 (MEUR 1,727.8) in real estate funds.
Funds under management and their investment activities are presented in more
detail in Appendices 1 and 2.
Decisions adopted by the Annual General Meeting
CapMan Plc held its Annual General Meeting in Helsinki on 30 March 2011. The AGM
confirmed the 2010 financial statements and discharged the Board of Directors
and the CEOs from liability for the 2010 financial year. The meeting approved
the Board of Directors' proposals un-amended. The AGM decided that a dividend of
EUR 0.12 per share should be paid to shareholders, in line with the Board's
proposal, and this was paid to shareholders on 11 April 2011.
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. Mr. Koen
Dejonckheere, Mr. Conny Karlsson, Mr. Teuvo Salminen, and Mr. Heikki Westerlund
were re-elected to the Board; and Mrs. Nora Kerppola and Mr. Claes de Neergaard
were elected as new members.
PricewaterhouseCoopers Oy, Authorised Public Accountants, were elected as the
company's auditors, with Mikko Nieminen, APA, as Lead Auditor. Terja Artimo,
APA, of the same company, was elected as his deputy.
Authorisations granted to the Board by the AGM
The AGM authorised the Board to purchase CapMan B shares and accept them as
pledges. The authorisation covers a maximum of 8,000,000 B shares and will
remain in force until 30 June 2012. The AGM also authorised the Board to decide
on a share issue, as well as the issuance of special rights entitling holders to
shares. The authorisation covers a maximum of 12,000,000 B shares and will
remain in force until 30 June 2012. 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 2011.
Organisation of the Board of Directors
At its organising meeting held on 30 March 2011, the Board of Directors elected
Heikki Westerlund as Chairman and Teuvo Salminen as Vice Chairman. The Board
established an Audit Committee comprising Teuvo Salminen (Chairman) and Conny
Karlsson, a Remuneration Committee comprising Nora Kerppola (Chairman), Koen
Dejonckheere, and Claes de Neergaard, and a Nomination Committee comprising
Heikki Westerlund (Chairman), Koen Dejonckheere, and Teuvo Salminen.
Personnel
CapMan employed a total of 137 people as of 31 March 2011 (31.3.2010: 148), of
whom 93 (102) 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 31 March 2011 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
The number of CapMan Plc shareholders increased by approximately 10% during the
review period and totalled 5,329 as of 31 March 2011 (31.3.2010: 4,789). CapMan
Plc did not issue any flagging notices during the review period.
Company shares
As of 31 March 2011, CapMan Plc held a total of 26,299 CapMan Plc B shares.
There were no changes in the number of shares held by CapMan Plc in Q1 2011.
Stock option programmes
As of 31 March 2011, CapMan Plc had one stock option programme in place - Option
Programme 2008 - as part of incentive and commitment arrangements for personnel.
The maximum number of stock options issued under Option Programme 2008 will be
4,270,000, which will carry an entitlement to subscribe to a maximum of
4,270,000 new B shares. The programme is divided into A and B series, both of
which cover a maximum of 2,135,000 option entitlements. The share subscription
price of the 2008A options is EUR 2.53 and of the 2008B option EUR 0.96. The
subscription period for 2008A options started on 1 May 2011 and for 2008B
options will start on 1 May 2012. Receivables from shares subscribed using these
options will be entered in the company's invested unrestricted shareholders'
equity. At the end of March 2011, 1,811,500 of 2008A stock option entitlements
and 1,630,000 2008B stock option entitlements were allocated.
Trading and market capitalisation
CapMan Plc's B shares closed at EUR 1.60 on 31 March 2011 (31.3. 2010: EUR
1.74). The average price during the review period was EUR 1.72 (EUR 1.66). The
highest price paid was EUR 1.84 (EUR 1.89) and the lowest EUR 1.58 (EUR 1.34).
The number of CapMan Plc B shares traded in the first quarter of 2011 was
clearly higher than in the same quarter in 2010. A total of 7.8 million (3.2
million) shares were traded, valued at MEUR 13.4 (MEUR 5.4).
CapMan Plc's market cap segment in NASDAQ OMX Helsinki was changed from mid cap
to small cap on 1 January 2011. The market capitalisation of CapMan Plc B shares
as of 31 March 2011 was MEUR 125.3 (MEUR 136.2). The market capitalisation of
all company shares, including A shares valued at the closing price of B shares,
was MEUR 134.9 (MEUR 146.7).
Events after the review period
In line with its strategy to focus on performance and simplification, CapMan has
decided to close its office in Denmark.
Significant risks and short-term uncertainties
CapMan's Management Company business is generally profitable on an annual basis,
but a major element of uncertainty is associated with forecasting the company's
overall financial performance because of the timing of revenue generated from
possible carried interest and the development of the fair value of fund
investments. Structural changes in the Nordic region's export industries could
have a negative impact on the operations of some portfolio companies and their
profitability. The fundraising environment is expected to remain challenging,
for the next 12 months at least, which could impact the outcome of fundraising
during this period. The EU's Basel III and Solvency II legislative initiatives
will limit the ability of especially European banks and insurance companies to
invest in private equity funds. This could also impact CapMan's fundraising, the
amount of capital it has under management, and any new management fees that
CapMan could receive.
Business environment
The prospects for growth in the demand for private equity continue to remain
good over the long term. The financial recession and its impact have clearly
slowed growth in the private equity industry, however. The fundraising market is
expected to remain difficult in 2011. A recent study by Preqin* indicates that
over half of the institutional investors that took part in the study expect to
increase their investments in private equity funds in 2011 compared to 2010,
which indicates that a gradual improvement could take place in 2011. A more
dynamic buyout and M&A market, together with capital repaid through exits, will
support this development. International investor interest is currently focused
primarily on small and mid-cap buyout funds.
Private equity has consolidated its position in financing M&A activities and
growth, and continues to focus typically on sector consolidation, family
successions, and the privatisation of public services and functions. Increased
entrepreneurial activity has also boosted growth. Real estate funds, for their
part, have gained an established share of institutional investors' investment
allocations.
CapMan funds investing in portfolio companies will continue to implement their
investment strategies. Bank financing for both mergers and acquisitions and real
estate investments is at a good level in the Nordic countries, and the volume of
deal flow has remained good across all our investment areas. The portfolios of
our funds contain a number of investments that CapMan is now ready to exit from.
The development of our portfolio companies during the review period was largely
good, and profit and growth projections for 2011 as a whole are positive. In
accordance with IPEVG criteria, the fair value development of portfolio
companies will be impacted by how well listed companies are able to deliver on
their profit projections and by how the currencies used in our areas of
operations perform against the euro. We plan to keep sufficient reserves in our
funds to support the growth and financing of our companies. Long-term
cooperation with the Nordic banks is particularly important for us, and has
worked well.
In the real estate market, a significant proportion of transactions in recent
years has taken place between Finnish investors, mainly institutional ones.
International investor interest in the Finnish real estate market is clearly
increasing, however. For the present, international interest has mainly focused
on prime properties with a lower risk ratio; despite the relatively limited
availability of this type of property on the market. Along with increased
demand, rising yield expectations have tailed off and property valuation levels
have risen slightly, particularly in the case of properties with a low level of
lease-related cash flow risk. We expect the number of real estate transactions
to increase during 2011. Occupancy rates for office premises have continued to
be satisfactory and there have been signs of a recovery in demand. The retail
sector grew by approximately 6% during the first two months of 2011, which had a
positive effect on shopper number and the sales of large shopping centres. The
positive development in shopping centres is expected to continue.
CapMan funds investing in portfolio companies have some MEUR 635 available for
making new and add-on investments, while real estate funds have approximately
MEUR 310 of investment capacity, mainly for developing their existing
portfolios.
The European Parliament adopted the European Directive on Alternative Investment
Fund Managers (AIFM directive) in November 2010. The directive is expected to
come into force in summer 2011, after which member states will have 24 months to
integrate it into national legislation. The directive stipulates an operating
license for participants, as well as other significant requirements, including
fund investor and authority reporting. Thanks to its organisation and operating
model, CapMan is in a good position to meet the challenge these new regulations
represent.
Future outlook
Management fees are expected to fall behind 2010 levels in 2011 as a result of
exits reducing the management fee base and significant new fundraising rounds
taking place primarily in 2012. Following restructuring carried out in 2010,
operating expenses will decrease, but proportionally less than management fees.
CapMan will continue to develop its organisation during 2011 to ensure growth in
key investment partnerships. Management fees will not fully cover our operating
expenses in 2011.
Exit negotiations are under way in respect of a number of companies and
properties in the portfolios of CapMan funds. We expect the CapMan Equity VII A,
B, and Sweden funds, as well as the Finnmezzanine III A fund, to transfer to
carry during 2011-2012. The development of the fair value of fund investments
will depend on the development of portfolio companies and the general market
situation; we expect positive fair value development to continue in 2011.
We have specified our guidance and expect our operating profit for 2011 to
exceed our 2010 operating profit, mainly as a result of positive development in
CapMan's own fund investments. Operating profit in 2010 was MEUR 6.3 excluding
non-recurring items.
In February CapMan's operating profit for 2011 was expected to slightly exceed
the 2010 operating profit.
CapMan Plc Group will publish its Interim Report for 1 January - 30 June 2011 on
Thursday, 11 August 2011.
Helsinki, 4 May 2011
CAPMAN PLC
Board of Directors
Press conference:
A press conference (in Finnish) for analysts and the media will be held today at
12.00 EET in CapMan's offices at Korkeavuorenkatu 32, Helsinki, Finland, at
which CapMan's CEO Lennart Simonsen will present the result and review the
market situation. A light lunch will be served.
Presentation material for the press conference will be published in Finnish and
English on CapMan Plc Group's website once the conference has started.
Further information:
Lennart Simonsen, CEO, tel. +358 207 207 567 or +358 400 439 684
Niko Haavisto, CFO, tel. +358 207 207 583 or +358 50 465 4125
Distribution:
NASDAQ OMX Helsinki
Principal media
www.capman.com
* Preqin, Research Report Q1 2011, Private Equity Fundraising Update.
Appendices (after the tables section):
Appendix 1: CapMan Plc Group's funds under management as of 31 March 2011, MEUR
Appendix 2: Operations of CapMan's funds under management, 1 January - 31 March
2011
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 2010 financial statements. The revised and amended standards
that came into force on 1 January had no impact on this report. The information
presented in the Interim Report is un-audited.
GROUP STATEMENT OF COMPREHENSIVE INCOME (IFRS)
€ ('000) 1-3/11 1-3/10 1-12/10
-----------------------------------------------------------------
Turnover 8,185 11,449 38,150
Other operating income 0 57 22,963
Personnel expenses -5,276 -5,176 -25,241
Depreciation and amortisation -216 -223 -884
Impairment of goodwill 0 0 -3,839
Other operating expenses -2,821 -2,930 -12,835
Fair value gains / losses of investments 4,099 1,129 2,707
Operating profit 3,971 4,306 21,021
Financial income and expenses 355 -85 560
Share of associated companies' result 455 789 2,358
Profit before taxes 4,781 5,010 23,939
Income taxes -1,125 -1,534 -6,383
Profit for the period 3,656 3,476 17,556
Other comprehensive income:
Translation differences 3 -64 461
Total comprehensive income 3,659 3,412 18,017
Profit attributable to:
Equity holders of the company 3,587 3,400 17,328
Non-controlling interests 69 76 228
Total comprehensive income attributable to:
Equity holders of the company 3,590 3,336 17,789
Non-controlling interests 69 76 228
Earnings per share for profit attributable
to the equity holders of the Company:
Earnings per share, cents 3.5 3.3 17.7
Diluted, cents 3.5 3.3 17.7
Accrued interest payable on the hybrid bond has been taken into consideration
for the review period when calculating earnings per share.
GROUP BALANCE SHEET (IFRS)
€ ('000) 31.3.11 31.3.10 31.12.10
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ASSETS
Non-current assets
Tangible assets 558 768 602
Goodwill 6,406 10,245 6,406
Other intangible assets 2,300 2,830 2,424
Investments in associated companies 6,860 7,336 6,400
Investments at fair value through profit and loss
Investments in funds 64,377 59,357 66,504
Other financial assets 598 569 619
Receivables 19,657 24,836 24,778
Deferred income tax assets 4,885 6,585 4,923
105,641 112,526 112,656
Current assets
Trade and other receivables 3,954 8,360 4,619
Other financial assets at fair value
through profit and loss 378 2,894 980
Cash and bank 42,536 27,312 34,049
46,868 38,566 39,648
Non-current assets held for sale 3,501 0 3,501
Total assets 156,010 151,092 155,805
Capital attributable the Company's
equity holders
Share capital 772 772 772
Share premium account 38,968 38,968 38,968
Other reserves 38,679 38,546 38,679
Translation difference 72 -328 69
Retained earnings 3,443 -2,315 12,241
81,934 75,643 90,729
Non-controlling interests 342 180 273
Total equity 82,276 75,823 91,002
Non-current liabilities
Deferred income tax liabilities 3,081 1,885 3,078
Interest-bearing loans and borrowings 31,990 37,500 35,371
Other liabilities 1,296 2,620 1,331
36,367 42,005 39,780
Current liabilities
Trade and other payables 34,057 26,442 17,395
Interest-bearing loans and borrowings 3,125 6,250 6,250
Current income tax liabilities 185 572 1,378
37,367 33,264 25,023
Total liabilities 73,734 75,269 64,803
Total equity and liabilities 156,010 151,092 155,805
GROUP STATEMENT OF CHANGES IN EQUITY
Attributable to the equity holders of the Company
Trans- Non-
Share lation controll-
Share premium Other differ- Retained ing Total
€ ('000) capital account reserves ences earnings Total interest equity
--------------------------------------------------------------------------------
Equity on
31 Dec 2009 772 38,968 37,347 -392 1,097 77,792 413 78,205
Options 1,199 -1,028 171 171
Dividends -3,370 -3,370 -309 -3,679
Hybrid
bond,
interest
(net of
tax) -2,414 -2,414 -2,414
Comprehen-
sive
profit 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
Equity on
31 Dec 2010 772 38,968 38,679 69 12,241 90,729 273 91,002
Options 143 143 143
Dividends -10,114 -10,114 -10,114
Hybrid
bond,
interest
(net of
tax) -2,414 -2,414 -2,414
Comprehen-
sive
profit 3 3,587 3,590 69 3,659
Equity on
31 Mar 2011 772 38,968 38,679 72 3,443 81,934 342 82,276
STATEMENT OF CASH FLOW (IFRS)
€ ('000) 1-3/11 1-3/10 1-12/10
----------------------------------------------------------------
Cash flow from operations
Profit for the financial year 3,656 3,476 17,556
Adjustments -2,764 319 -15,958
Cash flow before change in working capital 892 3,795 1,598
Change in working capital 2,010 8,700 9,003
Financing items and taxes -508 -672 -4,580
Cash flow from operations 2,394 11,823 6,021
Cash flow from investments 12,343 330 19,979
Cash flow before financing 14,737 12,153 26,000
Dividends paid 0 0 -3,679
Other net cash flow -6,250 -2,819 -6,250
Financial cash flow -6,250 -2,819 -9,929
Change in cash funds 8,487 9,334 16,071
Cash funds at start of the period 34,049 17,978 17,978
Cash funds at end of the period 42,536 27,312 34,049
Segment
information
The Group has two reporting segments: the Management Company business
and the Fund Investment business.
1-3/2011 Management Company business Fund Total
CapMan Private CapMan Real Investment
€ ('000) Equity Estate Total business
--------------------------------------------------------------------------------
Turnover 5,978 2,207 8,185 0 8,185
Operating
profit/loss 311 -338 -27 3,998 3,971
Profit/loss for
the financial year 570 -338 232 3,424 3,656
Assets 8,420 1,441 9,861 95,780 105,641
Total assets
includes:
Investments in
associated
companies 0 0 0 6,860 6,860
Non-current assets
held for sale 3,501 0 3,501 0 3,501
1-3/2010 Management Company business Fund Total
CapMan Private CapMan Real Investment
€ ('000) Equity Estate Total business
--------------------------------------------------------------------------------
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
1-12/2010 Management Company business Fund Total
CapMan Private CapMan Real Investment
€ ('000) Equity Estate Total business
--------------------------------------------------------------------------------
Turnover 29,745 8,405 38,150 0 38,150
Operating
profit/loss 19,844 -908 18,936 2,085 21,021
Profit/loss for
the financial year 15,326 -1,235 14,091 3,465 17,556
Assets 9,272 1,519 10,791 101,865 112,656
Total assets
includes:
Investments in
associated
companies 0 0 0 6,400 6,400
Non-current assets
held for sale 3,501 0 3,501 0 3,501
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 €0.12 per share, totalling €10.1 million in all, was paid for
2010. The dividend was paid to shareholders on 11 April 2011. (A dividend of
€0.04 per share, totalling €3.4 million in all, was paid for 2009.)
Non-current assets
€ ('000) 31.3.11 31.3.10 31.12.10
--------------------------------------------------------------------------------
Investments in funds at fair value through
profit and loss at Jan 1 66,504 59,421 59,421
Additions 4,432 1,391 11,822
Distributions -10,087 -2,425 -6,759
Fair value gains/losses on investments 3,528 970 2,020
Investments in funds at fair value through
profit and loss at end of the period 64,377 59,357 66,504
Investments in funds at fair value through profit and
loss at the end of period 31.3.11 31.3.10 31.12.10
Buyout 32,198 34,298 36,933
Mezzanine 4,979 3,843 4,238
Russia 1,779 1,115 1,488
Public Market 3,684 2,320 3,610
Real Estate 5,672 4,474 5,302
Other 11,273 8,240 10,307
Access 4,792 5,067 4,626
In total 64,377 59,357 66,504
Transactions with related parties (associated companies)
€ ('000) 31.3.11 31.3.10 31.12.10
--------------------------------------------------------------------------------
Receivables - non-current at end of review period 18,631 22,766 23,126
Receivables - current at end of review period 291 399 765
Non-current liabilities
€ ('000) 31.3.11 31.3.10 31.12.10
--------------------------------------------------------------------------------
Interest bearing loans at end of review period 31,990 37,500 35,371
Seasonal nature of CapMan's business
Carried interest income is accrued on an irregular schedule depending on the
timing of exits. An exit may have an appreciable impact on CapMan Plc's result
for the financial year.
Personnel
By country 31.3.11 31.3.10 31.12.10
--------------------------------------------------------------------
Finland 93 102 103
Denmark 3 3 3
Sweden 19 22 22
Norway 7 7 7
Russia 14 13 14
Luxembourg 1 1 1
In total 137 148 150
By team
--------------------------------------------------------------------
CapMan Private Equity 58 61 64
CapMan Real Estate 41 39 43
CapMan Platform 38 48 43
In total 137 148 150
Contingent liabilities
€ ('000) 31.3.11 31.3.10 31.12.10
--------------------------------------------------------------------
Leasing agreements 8,635 10,412 9,191
Securities and other contingent liabilities 67,173 67,332 68,146
Remaining commitments to funds 30,264 41,188 36,299
Remaining commitments by investment area
Buyout 13,574 20,715 15,910
Mezzanine 4,313 906 5,069
Russia 2,992 3,753 3,225
Public Market 964 2,620 1,443
Real Estate 1,181 1,326 1,215
Other 5,275 9,699 7,414
Access 1,965 2,169 2,023
In total 30,264 41,188 36,299
Turnover and profit quarterly
2011
MEUR 1-3/11
------------------------------------------------
Turnover 8.2
Management fees 7.1
Carried interest 0.4
Real Estate consulting 0.5
Other income 0.2
Other operating income 0.0
Operating expenses -8.3
Fair value gains of investments 4.1
Operating profit 4.0
Financial income and expenses 0.4
Share of associated companies' result 0.5
Profit before taxes 4.8
Profit for the period 3.7
2010
MEUR 1-3/10 4-6/10 7-9/10 10-12/10 1-12/10
------------------------------------------------------------------------------
Turnover 11.4 9.6 8.7 8.5 38.2
Management fees 8.4 8.9 7.9 7.7 32.9
Carried interest 2.4 0.1 0.1 0.0 2.6
Real Estate consulting 0.4 0.4 0.4 0.4 1.6
Other income 0.2 0.2 0.3 0.4 1.1
Other operating income 0.1 0.0 0.0 22.9 23.0
Operating expenses -8.3 -8.6 -8.5 -17.4 -42.8
Fair value gains / losses of investments 1.1 -0.7 1.3 1.0 2.7
Operating profit 4.3 0.2 1.5 15.0 21.0
Financial income and expenses -0.1 0.1 0.2 0.4 0.6
Share of associated companies' result 0.8 1.1 0.6 -0.1 2.4
Profit after financial items 5.0 1.4 2.2 15.3 23.9
Profit for the period 3.5 1.7 1.8 10.6 17.6
APPENDIX 1: CAPMAN PLC GROUP'S FUNDS UNDER MANAGEMENT AS OF 31 MARCH 2011, MEUR
The tables below show the status of funds managed by CapMan as of 31 March
2011. 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 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 a fund is generating carried
interest. After the previous distribution of profits, any new capital paid in,
as well as the preferential annual return on it, must be returned to investors
before further carried interest income can be paid.
The definitions of column headings are presented below the tables.
FUNDS INVESTING DIRECTLY IN PORTFOLIO COMPANIES
Size Paid-in Fund's Net Distributed
capital current cash cash flow CapMan's
portfolio assets share of
at cost at to in- to man- cash
fair vestors agement flow, if
value company fund
(carried gene-
interest) rates
Funds
generating carried
carried interest
interest
Fenno
Program 1)
and FM II B,
in total 76.0 74.7 8.1 5.8 0.4 145.0 9.3 10-20%
FV V 169.9 165.7 33.4 18.2 1.2 249.5 7.8 20%
FM III B 20.2 19.9 3.6 4.4 0.9 25.9 0.3 20%
--------------------------------------------------------------------------------
Total 266.1 260.3 45.1 28.4 2.5 420.4 17.4
Funds that
are expected
to transfer
to carry
during
2011-2012
CME VII A 156.7 152.8 86.0 96.0 4.2 134.2 20%
CME VII B 56.5 56.5 32.5 40.6 2.3 61.4 20%
CME SWE 67.0 66.4 36.8 41.1 1.9 57.7 20%
FM III A 101.4 100.6 24.3 23.6 2.8 117.6 20%
--------------------------------------------------------------------------------
Total 381.6 376.3 179.6 201.3 11.2 370.9
Other funds
not yet in
carry
CME VII C 23.1 19.8 11.5 9.5 0.1 8.2 20%
CMB VIII 2) 440.0 358.7 247.4 214.5 2.5 106.4 14%
CM LS IV 54.1 42.1 30.8 30.3 0.4 10%
CMT
2007 2), 6) 99.6 64.5 43.9 51.6 1,0 10%
CMR 118.1 54.7 28.4 33.1 4.6 3.4%
CMPM 138.0 111.4 83.7 99.9 0.6 51.3 10%
CMB IX 294.6 149.3 135.2 142.5 1.2 10%
CMM IV 4) 240.0 230.0 141.6 135.8 39.6 78.1 15%
CMM V 60.0 18.8 18.0 18.8 0.7 10%
--------------------------------------------------------------------------------
Total 1,467.5 1,049.3 740.5 736.0 50.7 244.0
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 316.1 301.9 47.0 29.0 3.3 225.6
Funds
investing in
portfolio
companies,
total 2,431.3 1,987.8 1,012.2 994.7 67.7 1,260.9 17.4
REAL
ESTATE
FUNDS Fund's
Origi- Paid-in current Net Distributed CapMan's
nal capital portfolio cash cash flow share of
invest- at cost at fair as- to in- to man- cash flow,
ment value sets vestors agement if fund
capa- company generates
city (carried carried
interest) interest
Funds not
yet in
carry
CMRE I 5)
Equity 200.0 188.5 65.0 51.6 195.2 27.4 26%
and bonds
Debt 300.0 277.2 88.1 88.1
financing
--------------------------------------------------------------------------------
Total 500.0 465.7 153.1 139.7 3.6 195.2 27.4
CMRE II
Equity 150.0 98.4 103.9 91.7 0.5 12%
Debt 450.0 252.9 239.1 239.1
financing
--------------------------------------------------------------------------------
600.0 351.3 343.0 330.8 -2.0 0.5
Total
CMHRE
Equity 332.5 309.3 348.4 282.3 21.1 12%
Debt 617.5 526.5 502.7 502.7
financing
--------------------------------------------------------------------------------
Total 950.0 835.8 851.1 785.0 -7.0 21.1
PSH Fund
Equity 5.0 3.5 3.4 5.4 10%
Debt 8.0 8.0 7.9 7.9
financing
--------------------------------------------------------------------------------
Total 13.0 11.5 11.3 13.3 0.4
Real
estate 2,063.0 1,664.3 1,358.5 1,268.8 -5,0 216.8 27.4
funds,
total
All funds, 4,494.3 3,652.1 2,370.7 2,263.5 62.7 1,477.7 44.8
total
Abbreviations used to refer to funds:
CMB = CapMan Buyout CMRE = CapMan Real Estate
CME = CapMan Equity CMT 2007 = CapMan Technology 2007
CMLS = CapMan Life Science FM = Finnmezzanine Fund
CMM = CapMan Mezzanine FV = Finnventure Fund
CMHRE = CapMan Hotels RE PSH = Project Specific Hotel Fund
CMPM = CapMan Public Market Fund SWE LS = Swedestart Life Science
CMR = CapMan Russia Fund SWE Tech = Swedestart Tech
Explanation of the terminology used in the fund tables
Size/Original investment capacity:
Total capital committed to a fund by investors, i.e. the original size of the
fund. For real estate funds, investment capacity also includes the share of debt
financing used by the fund.
Paid-in capital:
Total capital paid into a fund by investors at the end of the review period.
Fund's current portfolio at fair value:
Fund investments in portfolio companies are valued at fair value in accordance
with the International Private Equity and Venture Capital Valuation Guidelines
(IPEVG, www.privateequityvaluation.com), and investments in real estate assets
are valued in accordance with the appraisals of external experts.
Fair value is the amount for which an asset could be exchanged between
knowledgeable, willing parties in an arm's length transaction. Due to the nature
of private equity investment activities, fund portfolios contain investments
with a fair value that exceeds their acquisition cost, as well as investments
with a fair value less than the acquisition cost.
Net cash assets:
When calculating the investors' share, a fund's net cash assets must be taken
into account in addition to the portfolio at fair value. The proportion of debt
financing in real estate funds is presented separately in the table.
CapMan's share of cash flow if a fund generates carried interest:
When a fund has generated the cumulative preferential return for investors
specified in the fund agreements, the management company is entitled to an
agreed share of future cash flows from the fund, known as carried interest.
Cash flow, in this context, includes both profit distributed by funds and
repayments of capital. After the previous distribution of profits, any new
capital called in, as well as any annual preferential returns on it, must be
returned to investors before any new distribution of profits can be paid.
Footnotes to the table
1) So-called "Old funds": Finnmezzanine Fund II B (established 1998,
transferred to carry 2006). Fenno Fund (established in 1997, transferred to
carry in 2005), Skandia I (established in 1997, transferred to carry in 2005)
and Skandia II (established in 1997, transferred to carry in 2004) together form
the Fenno Program, which is jointly managed with Fenno Management Oy.
2) The fund comprises 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 31 March
2011.
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 54.9 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's management considers it unlikely that further carried interest will be
provided by the CapMan Real Estate I fund. As a result, the fund is no longer
included in the category of 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.
6) CapMan Technology 2007: Further to the reorganisation of technology
investment operations announced in November 2010, the size of CapMan Technology
2007 was decreased by 30% at the end of December 2010.
APPENDIX 2: OPERATIONS OF CAPMAN'S FUNDS UNDER MANAGEMENT, 1 JANUARY - 31 MARCH
2011
During the review period, the operations of private equity funds managed by
CapMan comprised direct investments in portfolio companies in the Nordic
countries and Russia (CapMan Private Equity), as well as real estate investments
(CapMan Real Estate). Investments by CapMan funds investing in portfolio
companies focus on two key investment areas in the Nordic countries and on one
investment area in Russia. The investment areas are middle market buyouts
(CapMan Buyout), investments in mid-sized companies operating in Russia (CapMan
Russia), and significant minority shareholdings in listed small and mid-cap
companies (CapMan Public Market). The investment focus of CapMan's real estate
funds is on real estate properties, principally in Finland. CapMan also has two
other investment areas (CapMan Technology and CapMan Life Science), these do not
make new investments, but focus instead on developing the value of their
existing portfolio companies. These two investments areas are reported under
Private Equity in the category "Other".
CAPMAN PRIVATE EQUITY
Investments in portfolio companies in January-March 2011
CapMan funds made three new investments, as well as some add-on investments,
during the review period, investing MEUR 67.3 in all. Add-on investments
accounted for around 10% of the total. The new investments were Design-Talo Oy,
Eastway Oy, and an investment by CapMan's Public Market fund that has not yet
been disclosed. During the first quarter of 2010, funds made three new
investments and several add-on investments totalling MEUR 22.2.
Exists from portfolio companies in January-March 2011
CapMan funds exited completely from eight companies during the first quarter of
2011. Final exits were made from Aerocrine AB, Affecto Plc, EM4 Inc, Jolife AB,
OneMed Group, Region Avia, SaaSplaza B.V, and SMEF Group A/S. No significant
partial exits were closed during the review period. Exits made in the first
quarter had a combined acquisition cost of MEUR 112.6. In January-March 2010,
complete exits were made from four companies and a partial exit from another,
with a combined acquisition cost of MEUR 32.4.
Other events in the review period
Cardinal Foods, in which the CapMan Equity VII funds are a principal
shareholder, signed an agreement in March to sell its subsidiary Norsk Kylling
to REMA Industrier.
Events after the close of the review period
CapMan funds exited from Fastrax Oy after the close of the review period in
April.
CAPMAN REAL ESTATE
Investments in and commitments to real estate acquisitions and projects in
January-March 2011
CapMan's real estate funds made no new investments during the review period.
Add-on investments were made in a number of properties, totalling MEUR 7.2 in
all. In addition, funds were committed to finance real estate acquisitions and
projects valued at MEUR 63.0 as of 31 March 2011. During the first quarter of
2010, funds made one new investment and various add-on investments totalling
MEUR 12.9. Commitments to finance new projects totalled MEUR 28.0 as of 31 March
2010.
Exits from real estate investments in January-March 2011
The exit of the CapMan Real Estate I fund from Kiinteistö Oy Munkkiniemen
puistotie 25 was closed during the review period. The exit had an acquisition
cost of MEUR 11.8. During the first quarter of 2010, one exit was closed with an
acquisition cost of MEUR 8.7.
FUND INVESTMENT ACTIVITIES IN FIGURES
Investments and exits made by funds at acquisition cost, MEUR
1-3/2011 1-3/2010 1-12/2010
New and add-on investments
Funds investing in portfolio 67.3 22.2 196.2
companies
Buyout 53.2 11.2 118.0
Russia 0.2 4.2 14.4
Public Market 13.9 4.5 35.6
Other 0.0 2.3 28.2
Real estate funds 7.2 12.9 45.6
--------------------------------------------------------------------------------
Total 74.5 35.1 241.8
Exits*
Funds investing in portfolio 112.6 32.4 114.4
companies
Buyout 82.2 11.6 66.3
Russia 10.0 - -
Public Market 6.5 14.3 19.1
Other 13.9 6.5 29.0
Real estate funds 11.8 8.7 8.7
--------------------------------------------------------------------------------
Total 124.4 41.1 123.1
* 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 63.0 as of 31 March 2011.
Funds' aggregate combined portfolio* as of 31 March 2011, MEUR
Portfolio at Portfolio at Share of portfolio
acquisition fair value (fair value) %
cost
Funds investing in portfolio
companies 1 012.2 994.7 43.9
Real estate funds 1 358.5 1 268.8 56.1
--------------------------------------------------------------------------------
Total 2 370.7 2 263.5 100.0
Funds investing in portfolio
companies
Buyout 739.4 719.8 72.4
Russia 28.4 33.1 3.3
Public Market 83.7 99.9 10.1
Other 160.7 141.9 14.2
--------------------------------------------------------------------------------
Total 1 012.2 994.7 100.0
* 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 635 for new
and add-on investments as of 31 March 2011. Of their remaining capital, some
MEUR 410 was earmarked for buyout investments (incl. mezzanine investments),
some MEUR 80 for technology investments, some MEUR 20 for life science
investments, some MEUR 80 for investments by the CapMan Russia team, and some
MEUR 45 for investments by the CapMan Public Market team. Real estate funds had
a remaining investment capacity amounting to some MEUR 310, which has largely
been reserved for developing funds' existing investments.
[HUG#1512157]
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