Interim / Quarterly Report • Aug 30, 2013
Interim / Quarterly Report
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The quantitative data contained in this report derive from the Company's customary accounting process. The report has been prepared by the Management Company, presented to the Supervisory Board on 28 August 2013 and reviewed by the Statutory Auditors.
Net asset value per share1 was €13.55 as of 30 June 2013, after distribution of a dividend of €0.41 per share, vs. €13.47 as of 31 December 2012, representing an increase of 0.6% (3.7% including the dividend) and an increase of 2.4% from 31 March 2013 (€13.23). Onethird of the NAV increase is attributable to half-year average EBITDA growth for the portfolio companies of 3.2%, while two-thirds of the increase is due to the expansion of the average valuation multiple from 8.3 to 8.7 times EBITDA. More than half of the multiple expansion is attributable to the two exits that took place during the period, Codilink and Maisons du Monde.
The Company invested and committed €17.2m during the first half of the year, vs. €9.3m in H1 2012, made up of the following items:
First-half 2013 financial report 1NAV, net of tax payable, share of the limited partners holding ordinary shares
Three definitive exit agreements were signed for a total consideration of €118.5m: as follows: Codilink (€65.2m), Maisons du Monde (€51.5m) and IEE (€1.8m).
As of 30 June 2013, the Altamir portfolio was made up of 20 holdings. The top 10 holdings accounted for 81% of the portfolio at fair value, vs. 84% as of end-December 2012.
| Consolidated portfolio Altamir/France VIII - B |
Acquisition cost (in € m) |
Fair value (in € m) |
% of the portfolio at fair value |
|---|---|---|---|
| Maisons du Monde | 26.3 | 51.5 | 12.4% |
| Albioma (formerly Sechilienne Sidec) | 50.1 | 40.2 | 9.7% |
| Infopro | 31.3 | 37.9 | 9.1% |
| Altran | 47.5 | 36.0 | 8.7% |
| Thom Europe (Histoire d'Or - Marc Orian) |
40.2 | 36.0 | 8.6% |
| Buy Way (Wallet) | 0.0 | 35.9 | 8.6% |
| Numericable B&L (Codilink) | 21.2 | 29.5 | 7.1% |
| Capio | 20.9 | 25.1 | 6.0% |
| Amplitude | 20.2 | 24.4 | 5.8% |
| Unilabs | 21.3 | 21.8 | 5.2% |
| Total 10 companies | 279.1 | 338.3 | 81.2% |
As of 30 June 2013, the value of Altamir's portfolio was €416.6m. It included 76.8% unlisted holdings and 23.2% listed holdings.
The company's cash position stood at €97.5m at 30 June 2013 (compared to €97.9m at 31 December 2012).
For the period from 1 August 2013 to 31 January 2014, the Management Company will maintain Altamir's share of any new investment made by Apax France VIII at the upper end of its commitment range (€280m), i.e. 40% of any new commitment undertaken by the Apax France VIII fund.
The Company signed an agreement to sell Maisons du Monde to Bain Capital. The transaction was completed in August. Altamir recorded €45.5m at the close. The deal also includes €6M of preferred equity bearing a preferential dividend rate of 10%, and an earn out based on the company's 2013 performance for a maximum of €3.4M, bearing a compound interest rate of 4% per year.
Following the Annual General Meeting of 18 April 2013, the Company simplified its name to Altamir.
On 19 May 2013, the Company distributed a dividend of €0.41 per share to limited partners (holders of ordinary shares).
In June 2013, Apax Partners, Altamir and Itefin Participations signed an agreement with Boussard & Gavaudan and, acting as a concert party, launched a tender offer for the shares of GFI Informatique. As a result of this tender offer, Apax Partners, Altamir and Boussard & Gavaudan now control 78.4% of the capital of GFI. Apax Partners and Altamir alone control 50.4% of the voting rights, with non-controlling rights granted to Boussard & Gavaudan.
Altamir has committed to invest in rue21 through the Apax VIII LP fund. Rue21 is a leading American specialty discount retailer of apparel, targeting 15 to 22 year-olds. Rue21 has 900+ stores located in regional shopping centers in small and medium-sized cities throughout the United States, annual sales revenues of US\$900M. The acquisition is expected to close by the end of September.
Altamir uses valuation methods based on International Private Equity Valuation (IPEV) guidelines, which in turn comply with IFRS (fair value).
Consolidated (IFRS) income statement
| (in thousands of euros) | H1 2013 6 months |
H1 2012 6 months |
FY 2012 12 months |
|---|---|---|---|
| Changes in fair value of the portfolio Valuation differences on |
22,148 | 25,407 | 81,339 |
| divestments during the year | 4,699 | 106 | (10,720) |
| Other portfolio income | 656 | 20 | 14,361 |
| Income from portfolio investments |
27,503 | 25,533 | 84,980 |
| Gross operating income | 20,766 | 17,519 | 67,921 |
| Net operating income | 16,684 | 13,972 | 54,859 |
| Net income attributable to ordinary shareholders |
18,052 | 14,987 | 57,054 |
| Earnings per ordinary share (in €) |
0.49 | 0.41 | 1.56 |
Income from portfolio investments in the first half of 2013 reflected:
a. Changes in fair value since 31 December of the previous year,
b. Capital gains, calculated as the difference between the sale price of the shares divested (principally Codilink/Cabovisao and IEE) and their fair value under IFRS as of 31 December of the preceding year.
Gross operating income is calculated after operating expenses for the year.
Net operating income is equal to gross operating income less the share of earnings attributable to the general partner and the holders of Class B shares.
Net income attributable to ordinary shareholders includes investment income and related interest and expenses.
| (in thousands of euros) | 30 June 2013 | 31 December 2012 |
|---|---|---|
| Total non-current assets | 420,823 | 422,509 |
| Total current assets | 97,682 | 98,697 |
| TOTAL ASSETS | 518,505 | 521,206 |
| Total shareholders' equity | 494,767 | 491,690 |
| Portion attributable to general partner and class B shareholders |
15,410 | 24,082 |
| Other non-current liabilities | 5,412 | 2,713 |
| Other current liabilities | 2,916 | 2,722 |
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY |
518,505 | 521,206 |
Significant influence is presumed when the Company's equity interest exceeds 20%. Investments subject to significant influence are not accounted for by the equity method, as allowed under IAS 28, but they constitute related parties. Closing balances and transactions for the period are presented in the notes to the consolidated statements.
As of 30 June 2013, the total number of shares was 36,512,301.
Red Rocks Capital LLC, domiciled at 25188 Genesee Trail Road, suite 250, Golden, CO 80401, USA, controlled by Adam Goldman and Mark Sunderhuse, moved above 5% of the share capital and voting rights of the Company on 23 January 2013 and held at that date 1,843,500 Altamir shares, representing the same number of voting rights, i.e. 5.05% of the share capital and voting rights of the Company (AMF notice no. 213C011).
Moneta Asset Management declared that on 18 April 2013 it moved:
Attendance fees paid in 2013 to members of the Supervisory Board with respect to 2012 totalled €135,000. A total of €70,000 was paid as an interim dividend on 2013 earnings.
The Management Company has not identified any risks in addition to those indicated in the 2012 Registration Document filed on 3 April 2013 under number D13-0279.
This document is available on the Company's website: www.altamir.fr.
The risk factors are listed in Section IV of the Supplementary Information, starting on page 156.
"I hereby certify that, to the best of my knowledge, the complete financial statements for the half-year period just ended have been prepared in accordance with applicable accounting standards and present a true and fair view of the assets, financial position and results of the Company and of its consolidated group of companies and that the accompanying first-half management report presents a true and fair picture of the important events that took place during the first six months of the year, of their impact on the financial statements, and of the principal transactions between related parties, as well as a description of the principal risks and uncertainties for the remaining six months of the year."
Maurice Tchenio Chairman and CEO of the Management Company
COREVISE ERNST & YOUNG et Autres
Altamir (formerly Altamir Amboise) Reporting period from 1 January to 30 June 2013
First-half 2013 financial report
3, rue Scheffer 1/2, place des Saisons 75016 Paris 92400 Courbevoie– Paris-La Défense 1
S.A.S. à capital variable
Statutory Financial Auditors Statutory Financial Auditors Member of the regional association Member of the regional association of Paris of Versailles
Altamir (formerly Altamir Amboise) Reporting period from 1 January 2013 to 30 June 2013
To the Shareholders,
In compliance with the assignment entrusted to us at your Annual General Meetings and in compliance with article L. 451-1-2 III of the monetary and financial Code, we have proceeded to:
Said half-year consolidated accounts were established under the responsibility of the Management Company. Our role is to express our conclusions on those accounts, based on our limited examination.
We have conducted our limited examination in compliance with professional standards applicable in France. A limited examination consists primarily of interviewing the Directors in charge of the company's accounting and financial matters and to plan and perform analytical procedures. This work is not as extensive as that required by an audit conducted in compliance with professional standards applicable in France. Therefore, the assurance obtained through a limited examination, as compared to an audit, is a more moderate assurance that there are no material misstatements in the accounts taken as a whole.
Based on our limited examination, we have not found any material misstatements that would raise questions, within the IFRS framework as adopted by the European Union, regarding the veracity and fair presentation of the consolidated half-year accounts, nor of the true and fair view that they provide of the company's assets and liabilities and the financial situation. This is also true of our findings regarding the half-year results of all persons and entities included within the consolidation.
We have also verified the information provided in the half-year management report which comments on the consolidated half-year accounts on which our limited examination was conducted.
We have no matters to report regarding the fair presentation and the consistency with the consolidated half-year accounts.
Paris and La Défense, 28 August 2013
The Statutory Auditors
COREVISE ERNST & YOUNG et Autres
(signed) (signed)
Fabien Crégut Jean-François Nadaud
| H1 2013 | FY 2012 | H1 2012 | ||
|---|---|---|---|---|
| (in euros) | Note | 6 months | 12 months | 6 months |
| Changes in fair value | 6.7 | 22,147,858 | 81,338,752 | 25,407,013 |
| Valuation differences on divestments during the period | 6.15 | 4,699,360 | -10,719,710 | 105,607 |
| Other portfolio income | 6.16 | 656,194 | 14,361,063 | 20,334 |
| Income from portfolio investments | 27,503,412 | 84,980,105 | 25,532,954 | |
| Purchases and other external expenses | 6.17 | -8,256,125 | -16,054,666 | -7,829,251 |
| Taxes, fees and similar payments | 1,519,198 | -1,008,342 | -188,176 | |
| Other income | 0 | 3,502 | 3,500 | |
| Other expenses | 0 | 0 | 0 | |
| Gross operating income | 20,766,485 | 67,920,600 | 17,519,028 | |
| Portion attributable to Apax France VIII-B Class C | ||||
| unitholders | -2,699,226 | -2,625,879 | 0 | |
| Portion attributable to general partner and Class B | 6.12 | |||
| shareholders | -1,383,212 | -10,435,864 | -3,546,669 | |
| Net operating income | 16,684,047 | 54,858,857 | 13,972,358 | |
| Income from cash investments | 936,253 | 1,830,758 | 846,913 | |
| Net income from sale of marketable securities | 14,085 | 393,135 | 302,604 | |
| Related interest, income and expenses | 622,256 | 106,529 | -77 | |
| Other financial expenses | -205,001 | -135,006 | -135,000 | |
| Net income attributable to ordinary shareholders | 18,051,640 | 57,054,273 | 14,986,798 | |
| Earnings per share | 6.19 | 0.49 | 1.56 | 0.41 |
| Diluted earnings per share | 6.19 | 0.49 | 1.56 | 0.41 |
The positive €1.5m in taxes primarily relates to the reversal of the CVAE tax recognised as an expense of €2.2m in 2012. The remaining €0.7m corresponds to the 3% tax paid on dividends during the first half of 2013.
The positive €622k in related interest, income and expenses is mainly due to a €682k difference in the unrealised gain on the AARC funds.
| (in euros) | Note | 30 June 2013 | 31 December 2012 |
|---|---|---|---|
| Net income for the period | 18,051,640 | 57,054,273 | |
| Actuarial gains (losses) on post-employment | |||
| benefits | |||
| Taxes on items that may not be subsequently | |||
| reclassified to profit or loss | |||
| Items that may not be subsequently reclassified | |||
| to profit or loss | 0 | 0 | |
| Gains (losses) on financial assets available for |
|||
| sale | |||
| Gains (losses) on hedging instruments | |||
| Currency translation adjustments | |||
| Taxes on items that may be subsequently | |||
| reclassified to profit or loss | |||
| Items that may be subsequently reclassified to | |||
| profit or loss | 0 | 0 | |
| Other comprehensive income | 0 | 0 | |
| CONSOLIDATED COMPREHENSIVE |
|||
| INCOME | 18,051,640 | 57,054,273 | |
| Attributable to: | |||
| *owners of the parent company | |||
| * non-controlling shareholders |
| (in euros) | Note | 30 June 2013 | 31 December 2012 |
30 June 2012 |
|---|---|---|---|---|
| Non-current assets | ||||
| Intangible assets | 0 | 0 | 0 | |
| Investment portfolio | 6.8 | 416,633,045 | 418,300,461 | 351,988,999 |
| Other financial assets | 289,310 | 307,557 | 109,261 | |
| Sundry receivables | 3,900,599 | 3,900,599 | 3,501,234 | |
| Total non-current assets | 420,822,954 | 422,508,617 | 355,599,494 | |
| Current assets | ||||
| Sundry receivables | 195,939 | 489,724 | 305,085 | |
| Other current financial assets | 6.9 | 32,366,525 | 10,115,070 | 0 |
| Cash and cash equivalents | 6.10 | 65,119,312 | 88,092,290 | 112,551,431 |
| Total current assets | 97,681,776 | 98,697,084 | 112,856,515 | |
| Total assets | 518,504,730 | 521,205,701 | 468,456,009 | |
| SHAREHOLDERS' EQUITY | ||||
| Share capital | 6.11 | 219,259,626 | 219,259,626 | 219,259,626 |
| Share premiums | 102,492,980 | 102,492,980 | 102,492,980 | |
| Reserves | 154,962,810 | 112,882,969 | 112,684,674 | |
| Net income for the period | 18,051,640 | 57,054,273 | 14,986,798 | |
| Total shareholders' equity | 494,767,056 | 491,689,848 | 449,424,078 | |
| Portion attributable to general partner and | ||||
| Class B shareholders | 6.12 | 15,409,738 | 24,081,532 | 17,192,337 |
| Other liabilities | 6.13 | 5,411,857 | 2,712,632 | |
| Provisions | 0 | 0 | 0 | |
| Other non-current liabilities | 5,411,857 | 2,712,632 | 0 | |
| Sundry financial liabilities | 0 | 0 | 64,252 | |
| Trade payables and related accounts | 2,915,025 | 449,651 | 299,276 | |
| Other liabilities | 6.14 | 1,052 | 2,272,036 | 1,476,065 |
| Other current liabilities | 2,916,077 | 2,721,687 | 1,839,594 | |
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY |
518,504,730 | 521,205,701 | 468,456,009 |
| (in euros) | Share capital |
Share premiums |
Treasu ry shares |
Reserves | Net income for the period |
TOTAL |
|---|---|---|---|---|---|---|
| Shareholders' equity 31 December 2011 | 219,259,626 | 102,492,980 | -307,790 | 101,592,712 | 18,774,526 | 441,812,055 |
| Net income for the period | 14,986,798 | 14,986,798 | ||||
| Total income and expenses accrued for the period | 0 | 0 | 0 | 0 | ||
| Transactions on own shares | -62,970 | -20,580 | 0 | -83,550 | ||
| Allocation of income | 18,774,526 | -18,774,526 | 0 | |||
| April 2012 dividend distribution to ordinary shareholders | -7,291,225 | -7,291,225 | ||||
| Shareholders' equity 30 June 2012 | 219,259,626 | 102,492,980 | -370,760 | 113,055,433 | 14,986,798 | 449,424,078 |
| (in euros) | Share capital |
Share premiums |
Treasury shares |
Reserves | Net income for the period |
TOTAL |
|---|---|---|---|---|---|---|
| Shareholders' equity 31 December 2011 | 219,259,626 | 102,492,980 | -307,790 | 101,592,712 | 18,774,526 | 441,812,055 |
| Net income for the period | 57,054,273 | 57,054,273 | ||||
| Total income and expenses accrued for the period | 0 | 0 | 57,054,273 | 57,054,273 | ||
| Transactions on own shares | 63,590 | 51,155 | 0 | 114,745 | ||
| Allocation of income | 18,774,526 | -18,774,526 | 0 | |||
| April 2012 dividend distribution to ordinary shareholders | -7,291,225 | -7,291,225 | ||||
| Shareholders' equity 31 December 2012 | 219,259,626 | 102,492,980 | -244,200 | 113,127,168 | 57,054,273 | 491,689,848 |
| (in euros) | Share capital | Share premiums |
Treasury shares |
Reserves | Net income for the period |
TOTAL |
|---|---|---|---|---|---|---|
| Shareholders' equity 31 December 2012 |
219,259,626 | 102,492,980 | -244,200 | 113,127,168 | 57,054,273 | 491,689,848 |
| Net income for the period | 18,051,640 | 18,051,640 | ||||
| Total income and expenses accrued for the period | 0 | 0 | 18,051,640 | 18,051,640 | ||
| Transactions on own shares | -62,832 | 44,585 | -18,247 | |||
| Allocation of net income | 57,054,273 | 57,054,273 | ||||
| May 2013 dividend distribution to ordinary shareholders | -14,956,185 | -14,956,185 | ||||
| Shareholders' equity | ||||||
| 30 June 2013 | 219,259,626 | 102,492,980 | -307,032 | 155,269,842 | 18,051,640 | 494,767,056 |
| 30 June 2013 |
31 December 2012 |
30 June 2012 |
||
|---|---|---|---|---|
| (in euros) | Note | 6 months | 12 months | 6 months |
| Investments | -7,354,343 | -59,012,690 | -11,109,040 | |
| Acquisition of Ahau 30 C units | 0 | 0 | 0 | |
| Shareholder loans to portfolio companies Repayment of shareholder loans to portfolio |
-78,961 | -8,887,354 | -3,941,723 | |
| companies | 539,428 | 15,898,225 | 8,680,342 | |
| Divestment of equity investments | 35,408,509 | 24,246,990 | 216,872 | |
| Distributions by portfolio companies Distribution |
0 0 |
106,391 0 |
106,391 0 |
|
| Interest and other portfolio income received | 528,825 | 9,674,715 | 20,334 | |
| Dividends received | 127,369 | 4,686,348 | 0 | |
| Operating expenses | -8,082,950 | -14,074,113 | -5,778,645 | |
| Income received on marketable securities | 950,338 | 2,223,893 | 1,149,517 | |
| Other extraordinary income | 0 | 3,500 | 3,500 | |
| Cash flows from operating activities | 22,038,213 | -25,134,093 | -10,652,452 | |
| Dividends paid to ordinary shareholders | -14,956,185 | -7,291,225 | -7,291,225 | |
| AARC investment | -20,000,000 | -10,000,000 | ||
| Apax France VIII-B capital calls | 0 | 34,712 | 12,212 | |
| Transactions on own shares Portion attributable to general partner and Class B shareholders |
-10,055,006 | -3,153,431 | -3,153,431 | |
| Bank overdrafts | ||||
| Cash flows from financing activities | -45,011,191 | -20,409,944 | -10,432,444 | |
| Net change in cash and cash equivalents | -22,972,978 | -45,544,037 | -21,084,895 | |
| Cash and cash equivalents at opening | 6.10 | 88,092,290 | 133,636,326 | 133,636,326 |
Altamir presents the consolidated financial statements including the Apax France VIII-B equity fund. Altamir (the "Company") is a French limited partnership by shares governed by Articles L.226.1 to L.226.14 of the French Commercial Code. Its principal activity is the acquisition of equity interests in other companies. The Company opted to become a "société de capital risque" (special tax status for certain private equity and other investment companies), as of financial year 1996.
The Company is domiciled in France. The registered office is located at 45 Avenue Kléber, 75016 Paris.
a) Declaration of conformity
Pursuant to European Regulation 1606/2002 of 19 July 2002, the first-half 2013 consolidated financial statements of Altamir have been prepared in compliance with IAS/IFRS international accounting standards as adopted by the European Union and available on its website http://ec.europa.eu/internal\_market/accounting/ias/index\_en.htm.
The first-half 2013 condensed consolidated financial statements have been prepared in compliance with IAS 34 "Interim Financial Reporting".
The accounting principles used to prepare the consolidated financial statements are identical to those used to prepare the consolidated financial statements for financial year 2012.
Altamir has reviewed the new IFRS standards, interpretations and amendments whose application became mandatory from 1 January 2013. These new standards, interpretations and amendments to existing standards will have limited impact on Altamir's financial statements.
The other accounting rules and methods applied to the interim financial statements are identical to those used to prepare the consolidated financial statements for financial year ended 31 December 2012.
These consolidated financial statements cover the period from 1 January to 30 June 2013. They were approved by the Management Company on 28 August 2013.
b) Valuation bases
The consolidated financial statements are prepared on a fair value basis for the following items:
financial instruments for which the Company has chosen the "fair value through profit or loss" option, pursuant to the provisions of IAS 28 and IAS 31 for "venture capital organisations" whose purpose is to hold a portfolio of securities with a view to selling them in the short or medium term,
The methods used to measure fair value are discussed in Note 6.4.
The consolidated (IFRS) financial statements are presented in euros, which is the Company's operating currency.
d) Use of estimates and judgements
The preparation of financial statements under IFRS requires management to formulate judgements and to use estimates and assumptions that may impact the application of accounting methods and the amounts of assets, liabilities, income and expenses. Actual values may differ from these estimates.
The estimates and underlying assumptions are reviewed on an on-going basis. The impact of changes in accounting estimates is accounted for during the period of the change and in all subsequent periods affected.
More specifically, information about the principal sources of uncertainty regarding the estimates and judgements made in applying the accounting methods that have the most significant impact on the amounts recognised in the financial statements is described in Note 6.4 on the determination of fair value.
e) Key assumptions
Continuity of operations is based on key assumptions including availability of sufficient cash flow until 30 June 2014. As of 30 June 2013, the Company had credit lines totalling €26m and a positive cash position of €65m. No credit lines had been drawn as of the balance sheet date. It should be noted that, as an SCR, Altamir's debt may not exceed 10% of its net asset value, i.e. €41.4m as of 30 June 2013.
6.3 Principal accounting methods
As of 30 June 2013, Altamir exercised exclusive control over the Apax France VIII-B fund, in which it holds more than 50% of the units.
Pursuant to IAS 27, Apax France VIII-B is consolidated using the full consolidation method.
Regarding equity interests in which the percentage of control held by Altamir ranges from 20% to 50%, Altamir does not have a representative on the executive body of these companies and is therefore not in the position of sharing the control of its business activity. Therefore, all such investments are deemed as being under significant influence.
All equity interests that are under significant influence or that are jointly controlled are excluded from the scope of consolidation by application of the option offered by IAS 28 and IAS 31 for "venture capital organisations". As of their initial recognition, therefore, Altamir has designated all these equity interests at fair value through profit or loss.
The accounting methods described below have been applied consistently to all periods presented in the consolidated (IFRS) financial statements.
The performance and management of investments over which the Company has no significant influence is monitored on the basis of fair value. The Company has therefore chosen the "fair value through profit or loss" option provided for by IAS 39 as the method for valuing these investments. Where the Company has a significant influence, the option of recognition at fair value through profit or loss provided by IAS 28 for "venture capital organisations" is also used.
Under the fair value option, the financial instruments held are carried at fair value as assets on the balance sheet with positive and negative changes in fair value being recognised in profit or loss for the period.
The methods for measuring fair value are detailed in Note 6.4.
Hybrid securities
In acquiring its equity interests, Altamir may subscribe to hybrid instruments such as bonds convertible / redeemable in shares. For this type of instrument with embedded derivatives, Altamir has opted for recognition at fair value through profit or loss in accordance with IAS 39. At each balance sheet date, hybrid instruments held are remeasured at fair value and changes in fair value (positive or negative) are recognised on the income statement.
Accrued interest not paid to Altamir is fully written down and included in the valuation of securities.
These hybrids are presented in the balance sheet under the "Investment portfolio" and the impact of changes in fair value is presented under "Changes in fair value" in the income statement.
Derivative instruments
Pursuant to IAS 39, warrant-type instruments are classified as derivatives and carried on the balance sheet at fair value. Positive and negative changes in fair value are recognised in profit or loss for the period. The fair value is determined in particular according to the intrinsic value of the conversion option, based on the price of the underlying shares estimated on the balance sheet date.
Loans and receivables
Pursuant to IAS 39, these investments are classified as "loans and receivables" and carried at their amortised cost. The associated interest income is recognised in profit or loss for the period according to the effective interest rate method.
The Company has issued Class B shares that entitle their holders to carried interest equal to 18% of net statutory income adjusted for income from cash investments and negative retained earnings. In addition, a sum equal to 2% calculated on the same basis is due to the general partner.
Remuneration of the Class B shareholders and the general partner is payable as soon as an adjusted net income has been earned. Remuneration of these shares and the shares themselves are considered a debt under the analysis criteria of IAS 32.
Under the Articles of Association, the remuneration payable to the Class B shareholders and the general partner is calculated taking unrealised capital gains and losses into account and is recognised in the income statement. The debt is recognised as a liability on the balance sheet.
The Company has issued Class B warrants.
Class B warrants entitle their holders to subscribe to one Class B share of the Company for each Class B warrant held, at a subscription price of €10. These Class B warrants allow the manager, the sole holder, to change the distribution of Class B shares between members of the management teams. From the point of view of the issuer, Altamir, the value of the Class B warrants is therefore not dependent on the value of Class B shares and they must be maintained under IFRS at their subscription price. Class B warrants are recognised in non-current liabilities on the balance sheet.
Finally, in accordance with IAS 32, treasury shares are deducted from shareholders' equity.
If the Company has surplus cash, it is invested in units of euro-denominated money-market mutual funds and term deposits that meet the definition of cash equivalents under IAS 7 (readily convertible to known amounts of cash, capital and minimum interest guaranteed).
The Company values this portfolio using the fair value option provided for by IAS 39. The unrealised capital gains or losses at the balance sheet date are thus recognised in profit or loss for the period.
The Company opted to become a "société de capital risque" (SCR) on 1 January 1996. It is exempt from corporation tax. As a result, no deferred tax is recognised in the financial statements.
The Company does not recover VAT. Non-deductible VAT is recognised in the income statement.
The Company carries out only private equity activities and invests primarily in the euro zone.
Altamir uses principles of fair value measurement that are in accordance with IFRS 13:
Companies whose shares are traded on a regulated market ("listed").
The shares of listed companies are valued at the last stock market price, without a discount, except for in those cases set out in IFRS 13.
Companies whose shares are not traded on a regulated market ("unlisted"), but whose shares are valued based on directly or indirectly observable data. Direct data are prepared using market data such as information published on actual events or transactions, and which reflect assumptions that the market participants would use to determine the price of an asset or liability.
An adjustment to level 2 data that is significant for determining fair value may cause a reclassification to level 3 fair value if it makes use of significant non-observable data.
Companies whose shares are not traded on an active market ("unlisted") and are not valued based on observable data.
The Company invested and committed €17.2m during the first half of the year, made up of the following items:
o a follow-on investment and commitment of €2.8m in Amplitude.
o Altamir has started investing through the Apax VIII LP fund, advised by Apax Partners LLP. The closing of Apax VIII LP has recently been finalised, and Altamir's definitive commitment was €60m. In 2013, a second investment of €2.1m was made in Cole Haan, a leading American designer and retailer of premium footwear and related accessories. A negative difference of €0.4m on the acquisition price of Garda was recognised, following information received by the manager of Apax VIII LP.
The divestments side of the business generated €36.1m, including related and other revenue.
Altamir received €1.8m from the definitive divestment of IEE.
The fund partially divested Codilink, receiving €34.1m and recognised a capital gain of €26.2m over original cost. Apax France VIII-B distributed an initial €31m to Altamir on 29 April 2013.
The Company signed an agreement to sell Maisons du Monde to Bain Capital. The transaction was completed in August. Altamir received €45.5m in August and will earn an additional €6.5m in the form of a vendor loan and a further earn-out of up to €3.4 million based on Maison du Monde's performance in 2013.
Following the Annual General Meeting of 18 April 2013, the Company simplified its name to Altamir.
In June 2013, Apax Partners, Altamir and Itefin Participations signed an agreement with Boussard & Gavaudan and, acting as a concert party, launched a tender offer for the shares of GFI Informatique. As a result of this takeover bid, Apax Partners, Altamir and Boussard & Gavaudan now control 78.4% of the capital of GFI. Apax Partners and Altamir alone control 50.4% of the voting rights, with non-controlling rights granted to Boussard & Gavaudan.
(a) Statement of financial position
| 30 June 2013 | ||||||
|---|---|---|---|---|---|---|
| Fair value through profit or loss |
Deriva | Loans and receivables |
Debts, cash and cash equivalents |
Non financial instrume |
TOTAL | |
| (euros) | On option | tives | at cost | nts | ||
| ASSETS | ||||||
| Intangible assets | ||||||
| Investment portfolio (1) | 374,930,535 | 41,702,510 | 416,633,045 | |||
| Other financial assets | 289,310 | 289,310 | ||||
| Sundry receivables | 3,900,599 | 3,900,599 | ||||
| Total non-current assets | 378,831,134 | 0 | 41,991,820 | 0 | 0 | 420,822,954 |
| Sundry receivables | 195,939 | 195,939 | ||||
| Other current financial assets | 32,366,525 | 32,366,525 | ||||
| Cash and cash equivalents | 61,782,309 | 3,337,003 | 65,119,312 | |||
| Non-current assets held for sale | 0 | |||||
| Derivatives | 0 | |||||
| Total current assets | 94,148,834 | 0 | 0 | 3,337,003 | 195,939 | 97,681,776 |
| Total assets | 472,979,968 | 0 | 41,991,820 | 3,337,003 | 195,939 | 518,504,730 |
| LIABILITIES | ||||||
| Portion attributable to general partner and Class B shareholders |
15,409,738 | 0 | 0 | 0 | 0 | 15,409,738 |
| Other liabilities | 5,411,857 | 5,411,857 | ||||
| Provision | 0 | |||||
| Other non-current liabilities | 5,411,857 | 0 | 0 | 0 | 0 | 5,411,857 |
| Sundry financial liabilities | 0 | 0 | ||||
| Trade payables and related accounts | 291,025 | 291,025 | ||||
| Other liabilities | 1,052 | 1,052 | ||||
| Other current liabilities | 0 | 0 | 0 | 2,916,077 | 0 | 2,916,077 |
| Total liabilities | 20,821,595 | 0 | 0 | 2,916,077 | 0 | 23,737,674 |
| Investment portfolio (1) | ||||||
| Level 1 – prices quoted on a public market | 96,811,082 | |||||
| Level 2 - valuation based on techniques using | 276,982,368 | |||||
| observable market data Level 3 - inputs not based on observable market data |
42,839,595 |
| 31 December 2012 | ||||||
|---|---|---|---|---|---|---|
| Fair value through profit or loss |
Loans and receivables |
Debts, cash and cash |
Non financial |
TOTAL | ||
| (euros) | On option | Deriva tives |
equivalents at cost |
instruments | ||
| ASSETS | ||||||
| Intangible assets | ||||||
| Investment portfolio (1) | 376,143,096 | 42,157,365 | 418,300,461 | |||
| Other financial assets | 307,557 | 307,557 | ||||
| Sundry receivables | 3,900,599 | 3,900,599 | ||||
| Total non-current assets | 380,043,695 | 0 | 42,464,922 | 0 | 0 | 422,508,617 |
| Sundry receivables | 489,724 | 489,724 | ||||
| Other current financial assets | 10,115,070 | 10,115,070 | ||||
| Cash and cash equivalents | 84,369,770 | 3,722,520 | 88,092,288 | |||
| Non-current assets held for sale | 0 | |||||
| Derivatives | 0 | |||||
| Total current assets | 94,484,840 | 0 | 0 | 3,722,520 | 489,724 | 98,697,082 |
| Total assets | 474,528,535 | 0 | 42,464,922 | 3,722,520 | 489,724 | 521,205,701 |
| LIABILITIES | ||||||
| Portion attributable to general partner and Class B shareholders |
24,081,532 | 0 | 0 | 0 | 0 | 24,081,532 |
| Other liabilities | 2,712,632 | 2,712,632 | ||||
| Provision | 0 | 0 | ||||
| Other non-current liabilities | 0 | 0 | 0 | 0 | 0 | 2,712,632 |
| Sundry financial liabilities | 0 | |||||
| Trade payables and related accounts | 449,651 | 449,651 | ||||
| Other liabilities | 2,272,036 | 2,272,036 | ||||
| Other current liabilities | 0 | 0 | 0 | 2,721,687 | 0 | 2,721,687 |
| Total liabilities | 26,794,164 | 0 | 0 | 2,721,687 | 0 | 29,515,854 |
| Investment portfolio (1) | ||||||
| Level 1 – prices quoted on a public market | 93,300,105 | |||||
| Level 2 - valuation based on techniques using | 277,239,462 | |||||
| observable market data | ||||||
| Level 2 - valuation based on techniques using observable market data |
47,760,894 |
| 30 June 2013 | ||||||
|---|---|---|---|---|---|---|
| Fair value through profit or loss On option |
Deriva tives |
Loans and receivabl es |
Debts at cost |
Non financial instrument s |
Total | |
| Changes in fair value (1) | 20,046,071 | 2,101,787 | 22,147,858 | |||
| Valuation differences on divestments during the period |
4,700,071 | -711 | 4,699,360 | |||
| Other portfolio income | 127,369 | 528,825 | 656,194 | |||
| Income from portfolio investments | 24,873,510 | 0 | 2,629,901 | 0 | 0 | 27,503,412 |
| Purchases and other external expenses | -8,256,125 | -8,256,125 | ||||
| Taxes, fees and similar payments | 1,519,198 | 1,519,198 | ||||
| Other income | 0 | 0 | ||||
| Other expenses | 0 | 0 | ||||
| Gross operating income | 24,873,510 | 0 | 2,629,901 | 0 | -6,736,927 | 20,766,485 |
| Portion attributable to Apax France VIII-B Class C unitholders |
-2,699,226 | -2,699,226 | ||||
| Portion attributable to general partner and Class B shareholders |
-1,383,212 | -1,383,212 | ||||
| Net operating income | 20,791,072 | 0 | 2,629,901 | 0 | -6,736,927 | 16,684,047 |
| Income from cash investments | 936,253 | 936,253 | ||||
| Net income from sale of marketable securities | 14,085 | 14,085 | ||||
| Related interest, income and expenses | 622,256 | 622,256 | ||||
| Other financial expenses | -205,001 | -205,001 | ||||
| Net income attributable to ordinary shareholders |
22,158,665 | 0 | 2,629,901 | 0 | -6,736,927 | 18,051,640 |
| Changes in fair value of the portfolio (1)* | ||||||
| Level 1 – prices quoted on a public market | 3,454,003 | |||||
| Level 2 - valuation based on techniques using | 18,782,180 | |||||
| observable market data | ||||||
| Level 3 - inputs not based on observable market data |
-88,325 |
| 31 December 2012 | ||||||
|---|---|---|---|---|---|---|
| Fair value through profit or loss |
Loans and |
Debts at cost |
Non-financial instruments |
Total | ||
| On option | Deriva tives |
receivabl es |
||||
| Changes in fair value of the portfolio (1) | 81,343,518 | -4,766 | 81,338,752 | |||
| Valuation differences on divestments during the period |
- 10,709,713 |
-9,997 | -10,719,710 | |||
| Other portfolio income | 4,686,348 | 9,674,715 | 14,361,063 | |||
| Income from portfolio investments | 75,320,153 | 0 | 9,659,952 | 0 | 0 | 84,980,105 |
| Purchases and other external expenses | -16,054,666 | -16,054,666 | ||||
| Taxes, fees and similar payments | -1,008,342 | -1,008,342 | ||||
| Other income | 3,502 | 3,502 | ||||
| Other expenses | 0 | 0 | ||||
| Gross operating income | 75,320,153 | 0 | 9,659,952 | 0 | -17,059,506 | 67,920,600 |
| Portion attributable to Class C unitholders Portion attributable to general partner and Class B |
-2,625,879 - |
-2,625,879 | ||||
| shareholders | 10,435,864 | -10,435,864 | ||||
| Net operating income | 62,258,410 | 0 | 9,659,952 | 0 | -17,059,506 | 54,858,857 |
| 1,830,758 | ||||||
| Income from cash investments | 1,830,758 | 393,135 | ||||
| Net income from sale of marketable securities | 393,135 | |||||
| Related interest, income and expenses | 106,529 | 106,529 | ||||
| Other financial expenses | -135,006 | -135,006 | ||||
| Net income attributable to ordinary shareholders |
64,453,826 | 0 | 9,659,952 | 0 | -17,059,506 | 57,054,273 |
| Changes in fair value of the portfolio (1)* | ||||||
| Level 1 – prices quoted on a public market | 48,779,227 | |||||
| Level 2 - valuation based on techniques using | 36,219,161 | |||||
| observable market data | ||||||
| Level 3 - inputs not based on observable market |
The change in fair value during the 1st half of 2013 broke down as follows:
data -4,850,850
| (in euros) | 30 June 2013 | 30 June 2012 |
|---|---|---|
| Changes in fair value of the portfolio | 22,147,858 | 24,612,164 |
| Changes in fair value of other assets | 794,849 | |
| Total changes in fair value | 22,147,858 | 25,407,013 |
First-half 2013 financial report
Changes in the portfolio over the period were as follows:
| (in euros) | Portfolio |
|---|---|
| Fair value as of 31 December 2012 |
418,300,461 |
| Investments | 7,354,343 |
| Changes in shareholder loans | - 460,467 |
| Divestments | - 30,709,149 |
| Changes in fair value | 22,147,858 |
| Fair value as of 30 June 2013 | 416,633,045 |
| Of which positive changes in fair value | 33,712,867 |
| Of which negative changes in fair value | - 11,565,009 |
Changes in the Level 3 investment portfolio during the period were as follows:
| (in euros) | Portfolio |
|---|---|
| Fair value as of 31 December 2012 |
47,760,894 |
| Investments | 14,000 |
| Divestments | - |
| Change of category | - 4,846,974 |
| Changes in fair value | - 88,325 |
| Fair value as of 30 June 2013 | 42,839,595 |
The line item entitled "Change of category" corresponds essentially to investments such as Garda and IEE (divested during the period for €1.8m, see Note 6.5.1), which were transferred to category 2 because they are now valued by peer-group comparison (€-4.6m).
Valuation methods are based on determination of fair value as described in paragraph 6.4.
| 30 June 2013 | 31 December 2012 | |
|---|---|---|
| % of listed instruments in the portfolio | 23.2% | 22.3% |
| % of listed instruments in NAV | 19.6% | 19.2% |
Portfolio breakdown according to the degree of maturity of the investments:
| (in euros) | 30 June 2013 | 31 December 2012 |
|---|---|---|
| Stage of development | ||
| LBO | 367,691,403 | 365,793,659 |
| Growth capital | 45,301,642 | 48,795,898 |
| Venture* | 3,639,999 | 3,710,903 |
| Portfolio total | 416,633,045 | 418,300,461 |
*Venture: creation/start-up and financing of young companies with proven revenue
| (in euros) | 30 June 2013 | 31 December 2012 |
|---|---|---|
| Sector | ||
| Business & Financial Services | 99,121,440 | 93,489,912 |
| Telecom and Technology | 64,394,889 | 62,168,872 |
| Retail & Consumer | 111,665,062 | 104,070,785 |
| Healthcare | 74,088,737 | 73,682,554 |
| Media | 67,362,916 | 84,888,337 |
| Other | - | |
| Portfolio total | 416,633,045 | 418,300,461 |
Other current financial assets primarily relate to the AARC fund of hedge funds (€30.8m) managed by Apax Partners London. These funds focus on investing with managers who:
The risks of this investment are those linked to the underlying factors noted above, which are volatile and therefore pose a high risk of loss of capital. These risks are, however, mitigated by a policy of concentrating the portfolio on a limited number of funds, spreading risk and seeking non-correlated investments.
The unrealised gain on these funds as of 30 June 2013 was €797,405.15.
6.10 Cash and cash equivalents
This item breaks down as follows:
| (in euros) | 30 June 2013 | 31 December 2012 |
|---|---|---|
| Marketable securities | " 61,782,310 " |
84,369,772 |
| Cash on hand | " 3,337,003 " |
3,722,520 |
| Cash and cash equivalents | 65,119,312 | 88,092,290 |
Marketable securities consist of euro-denominated money-market mutual funds and time deposits.
The number of shares outstanding for each of the categories is presented below:
| 30 June 2013 | 31 December 2012 | |||||
|---|---|---|---|---|---|---|
| (number of shares) | Ordinary Shares |
B Shares | Ordinary Shares |
B Shares | ||
| Shares outstanding at start of period |
36,512,301 | 18,582 | 36,512,301 | 18,582 | ||
| Shares outstanding at end of period |
36,512,301 | 18,582 | 36,512,301 | 18,582 | ||
| Shares held in treasury | 35,495 | - | 33,000 | - | ||
| Shares outstanding at end of period | 36,476,806 | 18,582 | 36,479,301 | 18,582 | ||
| NAV per ordinary share (cons. shareholders' equity/ordinary shares) |
13.56 | 13.48 | ||||
| 30 June 2013 | 31 December 2012 | |||||
| (euros) | Ordinary Shares |
B Shares | Total | Ordinary Shares |
B Shares | Total |
| Face value at end of period | 6.00 | 10.00 | 6.00 | 10.00 | ||
| Share capital | 219,073,806 | 185,820 | 219,259,626 | 219,073,806 | 185,820 | 219,259,626 |
The dividend paid to the limited shareholders in 2013 for the financial year 2012 was €0.41 per ordinary share outstanding (excluding treasury shares). The NAV per ordinary share (excluding treasury shares) was €13.55 as of 30 June 2013 (€13.48 per ordinary share as of 31 December 2012).
This item breaks down as follows:
| (in euros) | 30 June 2013 | 31 December 2012 |
|---|---|---|
| Portion attributable to general partner and Class B shareholders |
15,406,014 | 24,077,808 |
| Class B warrants | 3,724 | 3,724 |
| Total portion attributable to general partner and Class B shareholders |
15,409,738 | 24,081,532 |
| First-half 2013 financial report |
The change in the portion attributable to the general partner and Class B shareholders during the period is detailed below:
| (in euros) | Total |
|---|---|
| " 31 December 2012 " |
24,077,808 |
| " Amount paid in 2013 " |
- 10,055,006 |
| Portion of 2013 earnings attributable to general partner and Class B shareholders |
1,383,212 |
| Portion attributable to general partner and Class B shareholders |
15,406,014 |
Other liabilities (non-current) principally relate to unrealised capital gains owed to the Apax France VIII-B Class C unitholders, based on the performance of the fund. These liabilities are due a timeframe exceeding one year.
None
| (in euros) | 30 June 2013 | 30 June 2012 |
|---|---|---|
| Sale price | 35,408,509 | 216,872 |
| Fair value at start of period | 30,709,149 | 111,265 |
| Income impact | 4,699,360 | 105,607 |
| Of which positive price spread on divestments | 5,160,045 | 112,470 |
| Of which negative price spread on divestments | - 460,685 |
- 6,863 |
Other portfolio income is detailed as follows:
| (in euros) | 30 June 2013 | 30 June 2012 | |
|---|---|---|---|
| Interest and other income | 528,825 | 20,334 | |
| Dividends | 127,369 | ||
| Total | 656,194 | 20,334 |
Purchases and other external expenses broke down as follows:
| Total | 8,256,125 | 7,829,251 |
|---|---|---|
| Other fees | 1,042,888 | 826,676 |
| Apax France VIII-B / Apax VIII-A LP fees and management expenses | 2,954,723 | 2,964,203 |
| Net management and investment advisory fees | 4,258,514 | 4,038,373 |
| Apax France VIII-B and Apax France VIII-A LP share | -895,282 | -570,949 |
| Share of fees paid by portfolio companies | -61,719 | -103,240 |
| Gross management and investment advisory fees | 5,215,515 | 4,712,561 |
Remuneration paid to the Management Company and the investment advisor for the 1st half of 2013, including tax, should have been €5,215,515 according to Article 17.1 of Altamir's Articles of Association.
However, the Article also stipulates that all fees, attendance fees and commissions received by the Management Company or the investment advisor in relation to transactions on the assets of Altamir and the fees paid by the portfolio companies up to the percentage held by Altamir must be deducted from the investment advisors' fees. Moreover, this Article was amended at the Combined General Meeting of 29 March 2012, to stipulate that the Management Company's remuneration, including tax, is reduced by the product of the par value of the shares held by the Company in the Apax France funds (Apax France VIII-B, where applicable) and in any entity incurring management fees charged by any Apax asset management entity (Apax VIII LP, where applicable) times the average annual rate, including tax, charged by these funds for management fees. The sum deducted as of 30 June 2013 for all of these reductions was €957,001 including taxes. Net expenses for management and investment advisory fees were therefore equal to the difference between these two amounts, i.e. €4,258,514 including taxes.
The Apax France VIII-B investment advisory fees invoiced by Apax Partners Midmarket were €2,672,765 including taxes, and the Apax VIII LP management fees were a negative €168,194 including taxes for the first half of 2013. The management fees of these funds mainly represented external advisory fees (audit, legal etc.) to be paid as a result of investment projects that did not come to fruition.
The other fees and expenses mainly related to audit, legal, acccounting support and listing fees, bank charges and the publicity, announcement and publication expenses of Altamir.
Altamir does not use derivative instruments to hedge or gain exposure to market risks (equities, interest rates, currencies or credit).
First-half 2013 financial report
Risks related to listed share prices of portfolio companies
It is not Altamir's primary objective to invest in the shares of listed companies. However, Altamir may hold listed shares as a result of initial public offerings of companies in which it holds an interest, or it may receive them as payment of the sale price of equity interests in its portfolio. These securities may, on occasion, be subject to lock-up clauses signed at the time of the IPO. Even without such clauses, Altamir may deem it appropriate to keep newly listed shares in its portfolio for a certain period of time to possibly obtain a better valuation in due course, although there can be no guarantee of such an objective being achieved. Moreover, Altamir does not rule out investing directly or indirectly in the capital of a company on the sole grounds that it is listed on the stock exchange, provided that the company falls within the scope of its investment strategy.
As a result, Altamir holds a certain number of listed companies, either directly or indirectly through holding companies, and may therefore be affected by a downturn in the market prices of these companies' shares. A drop in the market price at a given moment would result in the decrease of the portfolio valuation and of the Net Asset Value of the Company. Such a drop would be recognised in the income statement as a loss under "Changes in fair value of the portfolio".
Finally, a drop in market prices might also impact realised capital gains or losses when such shares are sold by Altamir.
Listed companies as of 30 June 2013 made up 23.20% of the portfolio (22.30% at 31 December 2012) or 19.60% of the total Net Asset Value (19.20% at 31 December 2012). These are shares of portfolio companies listed on the stock market or obtained as payment for divestments or as a result of LBOs on listed companies. They will be sold on the market as and when their valuations and liquidity conditions become favourable.
A 10% drop in the market prices of these listed securities would have an impact of €14.1m on the valuation of the portfolio as of 30 June 2013.
In addition, some unlisted securities are valued in part on the basis of multiples of comparable listed companies, and on multiples of recent private transactions.
A change in the market prices of the comparables does not represent a risk, because although these comparables provide an element for calculating the fair value at a given date, the final value of the investments will be based on private transactions, unlisted by definition, in which the strategic position of the companies or their ability to generate cash flow takes precedence over the market comparables. For information, valuation sensitivity to a decline of 10% of the multiples of comparable listed companies amounts to €19.3m.
Risks related to LBO transactions
In the context of leveraged transactions, Altamir is indirectly subject to the risk of an increase in the cost of debt and the risk of not obtaining financing or being unable to finance the planned new transactions at terms that ensure satisfactory profitability.
Risks related to other financial assets and liabilities
First-half 2013 financial report
Financial assets that have an interest rate component include shareholder loans and securities such as bonds issued by companies in the investment portfolio. These financial assets are assumed to be redeemed or converted at maturity. As a result, they do not present any interest rate risk per se.
Altamir has no significant financial liabilities subject to interest rate risk.
The objective of Altamir has been to invest primarily in France or in the euro zone. However, some investments made by Altamir to date are denominated in foreign currencies, and consequently their value may vary with exchange rates.
As of 30 June 2013, the only assets denominated in foreign currencies were the shares and debts of two portfolio companies, which represented €8.7m, or 1.69% of the total assets (€3.9m, or 0.76% of total assets as of 31 December 2012).
The portfolio's exposure by currency was as follows:
| Equity investments |
Sundry receivables |
|
|---|---|---|
| CAD Dollars (CAD) |
CAD Dollars (CAD) |
|
| Assets in euros | 2,,499,747 | |
| Liabilities | ||
| Net position before management | 2,499,747 | 0 |
| Off-balance-sheet position | ||
| Net position after management |
2,499,747 | 0 |
| Impact in euros of a 10% change in the exchange rate |
249,975 | 0 |
| Equity investments |
Sundry receivables |
||
|---|---|---|---|
| US Dollars (USD) |
US Dollars (USD) |
||
| Assets in euros | 2,548,952 | 3,897,599 | |
| Liabilities | |||
| Net position before management | 2,548,952 | 3,897,599 | |
| Off-balance-sheet position | |||
| Net position after management | 2,548,952 | 3,897,599 | |
| Impact in euros of a 10% change in the exchange rate |
254,895 | 389,760 |
| Equity investments |
Sundry receivables |
|
|---|---|---|
| US Dollars (USD) |
US Dollars (USD) |
|
| Assets in euros | 88,325 | 3,897,599 |
| Liabilities | ||
| Net position before management | 88,325 | 3,897,599 |
| Off-balance-sheet position | ||
| Net position after management |
88,325 | 3,897,599 |
| Impact in euros of a 10% change in the exchange rate |
8,833 | 389,760 |
Altamir does not hedge against currency fluctuations because the foreign exchange impact is insignificant with respect to the expected gains on the securities in absolute value.
The weighted average number of shares outstanding reflects the cancellation of treasury shares.
| Basic earnings per share | 30 June 2013 | 30 June 2012 | |
|---|---|---|---|
| Numerator (in euros) | |||
| Income for the period attributable to ordinary shareholders | 18,051,640 | 14,986,798 | |
| Denominator | |||
| Number of shares issued at start of period | 36,512,301 | 36,512,301 | |
| Effect of treasury shares | - 34,248 |
- 56,607 |
|
| Effect of capital increase | - | - | |
| Average number of weighted shares for the period (basic) | 36,478,054 | 36,455,695 | |
| Earnings per share (basic) | 0.49 | 0.41 | |
| Earnings per share (diluted) | 0.49 | 0.41 |
In accordance with IAS 24, related parties are as follows:
Apax Partners SA as the investment advisor and Altamir Gérance as the Management Company invoiced the Company for total fees of €4,260,139, including tax, in 2013 (€7,994,716 including tax in 2012).
The amount of the receivable at the end of the period was €30,591. No amount remained payable as of 30 June 2013. (At 31 December 2012, €1,764 remained receivable and no amount remained payable).
A significant influence is presumed when the equity interest of the Company exceeds 20%. Investments subject to significant influence are not accounted for by the equity method, as authorised under IAS 28; however they constitute related parties. The closing balances and transactions for the period with these companies are presented below:
| (in euros) | 30 June 2013 | 30 June 2012 |
|---|---|---|
| Income statement | ||
| Valuation differences on divestments during the period |
5,153,142 | - 6,863 |
| Changes in fair value | 25,791,380 | 6,190,755 |
| Other portfolio income | - | - |
| Balance sheet | 30 June 2013 | 30 June 2012 |
| Balance sheet | 30 June 2013 | 30 June 2012 |
|---|---|---|
| Investment portfolio | 187,688,613 | 156,451,941 |
| Sundry receivables | 3,897,599 | 3,501,234 |
Attendance fees paid to members of the Supervisory Board totalled €205,000 in H1 2013, including €135,000 with respect to 2012 and €70,000 as an interim payment for 2013 (€135,000 in 2012).
The contingent liabilities of the Company broke down as follows:
| (in euros) | 30 June 2013 | 31 December 2012 |
|
|---|---|---|---|
| Irrevocable purchase obligations (investment commitments) | 65,246,340 | 87,912,598 | |
| Other long-term obligations (liability guarantees and other) | 583,479 | 1,541,552 | |
| Total | 65,829,819 | 89,454,150 | |
| Investment commitments of the Company in Apax France VIII-B |
193,054,311 | 193,334,311 | |
| Total | 258,884,130 | 282,788,461 |
| a) Investment Commitments |
|||||
|---|---|---|---|---|---|
| Companies | Commitments as | Investments | Cancellation of | New | Commitments |
| of 31/12/2012 | During the period | commitments | commitments as of |
as of 30/06/2013 |
|
| As of 30/06/2013 | 30/06/2013 | ||||
| Listed Securities | |||||
| GFI Informatique (Infofin Part.) | 9,890,000 | 9,890,000 | |||
| GFI Informatique (Itefin Part.) | 154,800 | 154,800 | |||
| Unlisted shares | |||||
| ETAI (Infopro Digital) | 424,797 | 424,797 | |||
| Vocalcom (Willink) * | 1,498,598 | 1,498,598 | 0 | ||
| Texa (Texa Groupe Holding Investissements)* |
14,000 | 14,000 | 0 | ||
| Amplitude ( Orthofin I) | 0 | 1,372,324 | 1,372,324 | ||
| Amplitude (Orthomanagement) | 0 | 4,419 | 4,419 | ||
| Apax VIII-A LP | 86,400,000 | 3,000,000 | 30,000,000 | 53,400,000 | |
| Total | 87,912,598 | 3,014,000 | 31,498,598 | 11,846,340 | 65,246,340 |
* The investment commitments in Vocalcom and Texa are part of the investment commitment of Altamir in Apax France VIII-B
The tables above reflect the maximum commitment of Apax VIII LP and Apax France VIII-B.
For information, Altamir has committed to investing €60m in Apax VIII LP. As of 30 June 2013, the amount invested was €6.6m.
For information, Altamir has committed to investing €279.7m in Apax France VIII-B. As of 30 June 2013, the amount invested was €86.7m.
The Apax France VIII-B fund has committed, until 31 December 2019, to participate in an increase in the capital of Orthofin I (Amplitude) if the outcome of tax litigation leads to covenants being broken. The share of Apax France VIII-B is €558,479.
Altamir has placed €25,000 in a pledged account in favour of Financière Season until 31 December 2013 at the earliest, in order to manage potential guarantee calls under the guarantee given by Financière Season when Mondial Tissus was sold in May 2010.
The following commitment is included in the financial accounts and is presented below for information:
Altamir carries out LBO transactions via special-purpose acquisition companies (SPACs).
If the underlying target company is listed, the debt is guaranteed by all or part of that company's assets.
When the share price of these companies falls, and the average share price over a given period drops below a certain threshold, the SPACs become responsible for meeting collateral or margin calls. This involves putting cash in escrow in addition to the collateralised securities so as to maintain the same collateral-to-loan ratio ("collateral top-up clause"). In the event of default, banks may demand repayment of all or part of the loan. This collateral is furnished by the shareholders of the SPACs, including Altamir, in proportion to their share in the capital. They have no impact on Altamir's revenue and NAV (listed companies are valued on the last trading day of the period), but can tie up part of its cash.
Conversely, when the share price of these companies rises, all or part of the balance in escrow is released, and the calls repaid.
Sensitivity:
a 10% to 20% drop in the average market prices of these listed securities compared to the calculation performed on 30 June 2013 would not trigger a collateral call for Altamir;
A commitment was given to certain managers of THOM Europe, Maisons du Monde and Infopro to repurchase their shares and obligations in the event of their departure. These commitments do not represent a significant risk that would require recognition of a provision for risks and contingencies.
Securities pledged to Palatine Bank:
As of 30 June 2013, 400,000,000 A1 units, 400,000,000 A2 units and 400,000,000 A4 units in the Apax France VIII-B fund were pledged to Palatine Bank:
The pledged securities cover 150% of the amounts granted based on the valuation of the units in the Apax France VIII-B fund as of 30 June 2011.
Securities pledged to Transatlantique Bank:
At 30 June 2013, 657,894,737 A units in the Apax France VIII-B fund were pledged to Transatlantique Bank:
The pledged securities cover 150% of the amounts granted based on the valuation of the units in the Apax France VIII-B fund as of 31 December 2012.
Securities pledged to the bank CIC:
In the context of the acquisition of Texa, the Apax France VIII-B fund pledged to the bank all of the shares it holds in Trocadéro Participations and the convertible bonds it holds in Trocadéro Participations II.
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