2016-02-04 09:30:00 CET

2016-02-04 09:30:00 CET


REGLAMENTUOJAMA INFORMACIJA

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Leverator - Financial Statement Release

LEVERATOR PLC FINANCIAL STATEMENTS BULLETIN 1 JANUARY – 31 DECEMBER 2015


Leverator Plc     Financial Statements Bulletin 4 February 2016 at 10.30 a.m.
EET 







LEVERATOR PLC FINANCIAL STATEMENTS BULLETIN 1 JANUARY – 31 DECEMBER 2015







Business



Leverator Plc’s (“Leverator” or the “Issuer”) business consists of the issue of
bonds and the grant of loans to CapMan Mezzanine IV L.P. mezzanine fund (“CMM
IV” or the “Fund”). Leverator’s result is formed by the difference between
interest received from CMM IV’s loans and interest paid to bondholders. The
issued bonds are listed on the Helsinki Exchanges (Nasdaq Helsinki). 



Bonds



Leverator has issued a serial loan with a fixed coupon interest of 8.162% (the
“Bonds”). The Bonds were issued in five tranches in accordance with the loan
capital needed by CMM IV, and investors subscribed all five tranches according
to their commitments. The final size of the Bonds totalled MEUR 192 on 18 June
2009. The maturity of the Bonds was extended by two years and they mature on 21
June 2018. Leverator has a call option to repay the Bonds or part thereof not
earlier than 22 June 2009. 



The Bonds’ outstanding principal totalled EUR 70,313,856 on 31 December 2015.
Leverator did not make any instalments of the Bond in 2015. 





Issued tranches and Leverator’s financial performance



Issued tranches (trading code LEVJ816216)                                       
Tranche     Issue date     Size of the tranche,  Date of            Subscription
                                           MEUR   listing               price, %
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
1st         12 July 2004                    8.0  13 July 2004             100.00
 tranche                                                                        
2nd         5 June 2006                    40.0  13 June 2006             99.137
 tranche                                                                        
3rd         28 March                       48.0  13 April                 98.290
 tranche     2007                                 2007                          
4th         28 April                       36.0  5 May 2009               97.389
 tranche     2009                                                               
5th         18 June 2009                   60.0  25 June 2009             98.468
 tranche                                                                        





Leverator’s turnover for 2015 was EUR 0, because the Issuer’s interest earnings
and interest expenses are presented as financial items in the income statement.
Leverator’s operating loss was EUR 117,680 (EUR 83,079 for 2014) and financial
income and expenses totalled EUR 175,863 (EUR 206,740). The result for the year
was EUR 46,547 (EUR 98,311). 





Leverator’s solvency and risks



The security for the Bonds is Leverator’s receivable from CMM IV. The security
for this receivable to Leverator is CMM IV’s mezzanine loan receivables from
portfolio companies as well as associated options and portfolio company shares
that are possibly subscribed on the basis of those options. 



Leverator’s solvency to pay the Bonds’ interest and principal is based on CMM
IV’s solvency to pay the loan receivable and interest to Leverator. CMM IV’s
solvency is dependent on its mezzanine loan receivables from portfolio
companies and on the value of associated options or shares as well as on CMM
IV’s right to call the commitments and clawback of the Fund’s Limited Partners.
The most significant risks or uncertainty factors in Leverator’s operations are
that the portfolio companies would not be able to pay their debt to the Fund,
that the Fund’s Limited Partners would not fulfil their obligations in
accordance with Fund agreement or that the Fund’s solvency would be put at risk
due to some other cause. 



An examination of CMM IV’s solvency to manage the loan receivable to Leverator
is first carried out in order to determine Leverator’s solvency. 



CMM IV’s solvency 31 December 2015

                                                             MEUR
Outstanding balance to Leverator                             70.3
                                                                 
CMM IV’s mezzanine loans and associated options and shares:      
- acquisition cost*                                          39.8
- value appreciation*                                        -6.3
Net cash assets                                                  
- bank deposits                                               0.6
- Leverator/accumulated interest                             -0.2
Commitments at call from Limited Partners                     9.0
Clawback at call                                             10.9
                                                            -----
                                                            -----
Total                                                        53.7





* Figures by CMM IV's management company, as reported or with a discount.



CMM IV's financial assets were EUR 16.6 million below the total loan
receivables of Leverator on 31 December 2015 and therefore the latter's
receivable due from CMM IV presented below cannot be booked in full. CMM IV’s
financial assets were EUR 10.8 million below the total loan receivables of
Leverator on 30 September 2015 and EUR 6.6 million below on 31 December 2014.
The deterioration of CMM IV’s solvency was mainly due to the value depreciation
of one portfolio company investment. 



Due to the requirement from the senior lenders, CMM IV has been required to
partly convert its loans to portfolio companies into preferred shares and
extend the loan terms of the remaining loans to portfolio companies beyond the
original loan terms. Developments in the general market environment in the next
few years may continue to cause difficulties for Fund portfolio companies to
pay interest on their mezzanine loans and repay principal to the Fund in
accordance with the revised loan terms. Restrictions in the portfolio
companies’ senior loan agreements may in certain cases prevent the companies
from meeting their interest payments during 2016 despite revisions of the
original loan terms. The aforementioned issues might, in turn, weaken the
Fund’s ability to meet its debt to Leverator Plc in full, which would affect
Leverator’s solvency. It is possible that CMM IV’s solvency weakens further
during 2016. 



According to the management company the targeted exit valuations of CMM IV’s
mezzanine loans and associated options and shares are higher than their current
valuation, and therefore the Fund may potentially be able to pay back the loan
to Leverator. Given the two year extension to the Bond’s maturity and the
maturity of Leverator’s loans to CMM IV, it is possible that the value of the
Fund’s portfolio by the time of the Bond’s maturity in June 2018, in addition
to commitments at call from Limited Partners, would be sufficient for the Fund
to meet its obligations to Leverator in full. This outlook is highly uncertain. 



The values given above are reported by CMM IV’s management company. The
management company’s assessment of the value appreciation of mezzanine loans
and associated options and shares is based on reporting principles common to
the private equity industry. These principles aim at take into account risk
factors caused by the general economic environment. The amount of commitments
and clawback that the fund has a right to call from the Fund’s Limited Partners
is based on CMM IV’s fund agreement. 





Leverator’s solvency 31 December 2015

                                                      MEUR
Balance of the Bonds at nominal value                 70.3
                                                          
Leverator’s receivable from CMM IV at nominal value   70.3
Net cash assets                                        1.1
CMM IV’s solvency deficit                            -16.6
                                                    ------
                                                    ------
Total                                                 54.8



At current value Leverator’s solvency is below the balance of the Bonds.



Leverator’s more detailed financial position is presented in the income
statement, balance sheet, statement of changes in equity and cash flow
statement in Appendix 1. The balance of the Bonds was booked as a current
liability and the receivable from CMM IV was booked as a current asset as of 31
December 2015. The Bonds’ maturity, and by extension the maturity of the loan
to CMM IV, was extended by two years in January 2016, and the balance should
therefore be considered a non-current liability and the receivable a
non-current asset when assessing Leverator’s solvency.  There are no
exceptional liabilities of Leverator or CMM IV in the knowledge of Leverator’s
Board of Directors that should be considered in the above calculations. 



Leverator’s ownership



The owners of Leverator Plc are CapMan Plc, Etera Mutual Pension Insurance
Company, Foundation for Economic Education, Ilmarinen Mutual Pension Insurance
Company, OP Life Assurance Company Ltd, Pharmacy Pension Fund, Mandatum Life
Insurance Company Limited, Varma Mutual Pension Insurance Company and
Yleisradio Pension Fund with equal holdings. 



Leverator’s Board of Directors



On 7 May 2015 the shareholders of Leverator Plc elected the following members
to the Company’s Board of Directors: Mr Tatu Hemmo, Mrs Nina Härkönen, Mr
Staffan Jåfs, Mr Harri Lemmetti, Mr Olli Liitola, Mr Tommi Mäkelä, Mrs Katja
Salovaara, Mr Jari Pussinen, and Mr Kyösti Ylikortes. The members elected Mr
Tatu Hemmo as Chairman of the Board. 



Events after the end of the financial year



Leverator’s bondholders approved on 20 January 2016  the proposal by the Board
of Directors to extend the maturity of the Bonds by two years to 21.6.2018. The
consent relating to this extension becomes effective on the condition that
Leverator (i) makes an additional redemption (outside Condition 6 (b) of the
terms and conditions of the Bonds) in a total amount of EUR 12.6 million on 15
February 2016 to the relevant bondholders holding Bonds on such date, and (ii)
deposits a consent fee of 2% of the outstanding principal amount after all
redemptions made as at 21.6.2016 to an escrow account. The coupon of the Bonds
and other terms remain the same. 



Future outlook



Due to the requirement from the senior lenders, CMM IV has been required to
partly convert its loans to portfolio companies into preferred shares and
extend the loan terms of the remaining loans to portfolio companies beyond the
original loan terms. Developments in the general market environment in the next
few years may continue to cause difficulties for Fund portfolio companies to
pay interest on their mezzanine loans and repay principal to the Fund in
accordance with the revised loan terms. Restrictions in the portfolio
companies’ senior loan agreements may in certain cases prevent the companies
from meeting their interest payments during 2016 despite revisions of the
original loan terms. The aforementioned issues might, in turn, weaken the
Fund’s ability to meet its debt to Leverator Plc in full, which would affect
Leverator’s solvency. It is possible that CMM IV’s solvency weakens further
during 2016. 



According to the management company the targeted exit valuations of CMM IV’s
mezzanine loans and associated options and shares are higher than their current
valuation, and therefore the Fund may potentially be able to pay back the loan
to Leverator. Given the two year extension to the Bond’s maturity and the
maturity of Leverator’s loans to CMM IV, it is possible that the value of the
Fund’s portfolio by the time of the Bond’s maturity in June 2018, in addition
to commitments at call from Limited Partners, would be sufficient for the Fund
to meet its obligations to Leverator in full. This outlook is highly uncertain. 



It is probable that Leverator’s interest earnings will cover its interest
payable and other expenses in 2016. 



Leverator Plc will publish its Interim Report 1 January–31 March 2016 on 4 May
2016. 





Helsinki 4 February 2016



LEVERATOR PLC



Board of Directors



For further information, please contact:

Olli Liitola, CEO, tel. +358 400 605 040



DISTRIBUTION

NASDAQ Helsinki

Principal media

www.leverator.fi







APPENDIX 1.                    Income statement, balance sheet, statement of
changes in equity and cash flow statement 



The Financial Statements Bulletin 1 January–31 December 2015 has been prepared
in compliance with International Financial Reporting Standards (IFRS). The
information presented is audited. 



LEVERATO                                                                        
R PLC                                                                           
                                                                                
                                                                                
INCOME                                                                          
 STATEME                                                                        
NT, IFRS                                                                        
                                                                                
EUR       1.10.- 31.12.2015  1.1.-31.12.2015  1.10.- 31.12.2014  1.1.-31.12.2014
--------------------------------------------------------------------------------
                                                                                
Turnover                  0                0                  0                0
                                                                                
Personne            -28,800          -28,800            -26,400          -26,400
l                                                                               
 expense                                                                        
s                                                                               
Other               -50,354          -88,880            -13,381          -56,679
 operati                                                                        
ng                                                                              
 expense                                                                        
s                                                                               
                                                                                
Operatin            -79,154         -117,680            -39,781          -83,079
g loss                                                                          
                                                                                
Financia             44,025          175,863             44,027          206,740
l income                                                                        
 and                                                                            
 expense                                                                        
s                                                                               
                                                                                
Profit              -35,130           58,184              4,246          123,661
 before                                                                         
 taxes                                                                          
                                                                                
Income                7,026          -11,637             -1,467          -25,350
 taxes                                                                          
                                                                                
Profit              -28,103           46,547              2,779           98,311
 for the                                                                        
 financi                                                                        
al year                                                                         
                                                                                
Total comprehensive income,                                                     
 IFRS                                                                           
The                                                                             
 company                                                                        
 does                                                                           
 not                                                                            
 have                                                                           
 items                                                                          
included                                                                        
 in                                                                             
 compreh                                                                        
ensive                                                                          
 income.                                                                        
                                                                                
Earnings                                                                        
 per                                                                            
 share:                                                                         
                                                                                
Earnings            -0.0273           0.0453             0.0027           0.0956
 per                                                                            
 share,                                                                         
 €                                                                              







LEVERATOR PLC                                        
                                                     
                                                     
BALANCE SHEET, IFRS                                  
                                                     
EUR                            31/12/2015  31/12/2014
-----------------------------------------------------
                                                     
ASSETS                                               
                                                     
Non-current assets                                   
                                                     
Investments                                          
Other investments                       0  70,313,856
                                                     
Total non-current assets                0  70,313,856
                                                     
Current assets                                       
                                                     
Investments                                          
Other investments              70,313,856           0
Current receivables               184,606     186,890
Cash and bank                   1,057,700     998,426
                                                     
Total current assets           71,556,162   1,185,316
                                                     
TOTAL ASSETS                   71,556,162  71,499,173
                                                     
                                                     
                                                     
EUR                            31/12/2015  31/12/2014
-----------------------------------------------------
                                                     
SHAREHOLDERS' EQUITY AND                             
LIABILITIES                                          
                                                     
Shareholders' equity                                 
                                                     
Share capital                     102,857     102,857
Retained earnings                 938,984     840,673
Profit for the financial year      46,547      98,311
                                                     
Total shareholders' equity      1,088,388   1,041,841
                                                     
                                                     
Liabilities                                          
                                                     
Non-current liabilities                 0  70,313,856
Current liabilities            70,467,774     143,475
                                                     
Total liabilities              70,467,774  70,457,331
                                                     
TOTAL SHAREHOLDERS' EQUITY     71,556,162  71,499,173
AND LIABILITIES                                      





LEVERATOR PLC                                                                   
                                                                                
                                                                                
STATEMENT OF CHANGES IN EQUITY, IFRS                                            
                                                                                
                               Share         Other          Retained       Total
                             capital      reserves          earnings      equity
--------------------------------------------------------------------------------
Equity on 31.12.2014         102,857             0           938,984   1,041,841
Profit for the                                                46,547      46,547
 financial year                                                                 
                        --------------------------------------------------------
Equity on 31.12.2015         102,857             0           985,531   1,088,388
--------------------------------------------------------------------------------
                                                                                
                                                                                
                               Share         Other          Retained       Total
                             capital      reserves          earnings      equity
--------------------------------------------------------------------------------
Equity on 31.12.2013         102,857             0           840,673     943,530
Profit for the                                                98,311      98,311
 financial year                                                                 
                        --------------------------------------------------------
Equity on 31.12.2014         102,857             0           938,984   1,041,841
--------------------------------------------------------------------------------









LEVERATOR PLC                                                 
                                                              
                                                              
CASH FLOW STATEMENT, IFRS                                     
                                                              
EUR                                     1-12/2015    1-12/2014
--------------------------------------------------------------
                                                              
Cash flow from operations                                     
Operating profit                           46,547       98,311
Other adjustments to operating profit    -163,057     -219,551
Interest paid                          -5,739,017   -6,800,087
Interest received                       5,914,802    7,008,453
Cash flow from operations                  59,275       87,125
                                                              
Cash flow from investments                                    
Change in long-term loan receivables            0   26,000,256
Cash flow from investments                      0   26,000,256
                                                              
Financial cash flow                                           
Change in long-term liabilities                 0  -26,000,256
Financial cash flow                             0  -26,000,256
                                                              
Change in cash funds                       59,275       87,125
Cash funds at start of the period         998,426      911,301
Cash funds at end of the period         1,057,700      998,426










         Olli Liitola, CEO, p. +358 400 605 040