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2016-02-04 09:30:00 CET 2016-02-04 09:30:00 CET REGLAMENTUOJAMA INFORMACIJA Leverator - Financial Statement ReleaseLEVERATOR PLC FINANCIAL STATEMENTS BULLETIN 1 JANUARY – 31 DECEMBER 2015Leverator 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 |
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