Interim / Quarterly Report • May 3, 2024
Interim / Quarterly Report
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Growth in assets under management and good profitability
CapMan Oyj | 02.05.2024
| MANAGEMENT COMPANY AND SERVICE BUSINESS | INVESTMENT BUSINESS | |
|---|---|---|
| Fee Profit | Carried interest | Return on investments |
| 1–3 2024 €2.7m |
1–3 2024 €3.5m |
Fair value change 1–3 2024 €2.3m /+2% |
| Growth 1–3 2024 - €0.2m /-8% |
Growth 1–3 2024 + €3.5m /n.a. |
Fair value of investments 31.3 2024 €163m |
| Growth/last three years +13% p.a. |
Average/last three years €6.4m |
Fair value change/last three years +13% p.a. |
Despite a continued challenging market environment, CapMan has had a strong start to the year. At the end of the first quarter assets under management were at EUR 5.7 billion, up 13% vs year end. In addition, we have during April successfully completed two flagship fundraisings. Turnover and operating profit grew, boosted by carried interest from our credit fund.
During the first quarter our turnover grew by 22% compared to the same period last year. The growth was mainly driven by carried interest from our credit fund which exited two of its investments during the review period. Fee profit was slightly below last year's level, but the visibility for the development for the remainder of the year has increased with the final closings of Nordic Infrastructure II fund at target size and Growth Equity III fund above target size. In addition to these, fee profit growth is supported by the acquisition of Dasos Capital that was completed on March 1st. The profit impact of the acquisition and the completed fundraisings will be fully visible in the result from the second quarter onwards.
Our balance sheet investments also contributed to the strong result through a +1.5% positive fair value change. The fair value development was primarily driven by positive development in CapMan's private equity funds. While the external fund investments also had a positive development during the first quarter, the current market environment still gives reason to prepare for volatility going forward especially in the venture capital funds.
Assets under management grew by 13% to EUR 5.7 billion in the first quarter of the year. In addition, we have during April raised over 110 million euros of new capital to our Infrastructure and Growth funds.
In beginning of March, we closed the acquisition of Dasos Capital and established Natural Capital as a new investment area for CapMan. Dasos Capital has continued fundraising to their open-ended fund Dasos Sustainable Forest and Wood III. At the end of March CapMan Natural Capital had a total of EUR 714 million assets under management.
The CapMan Nordic Infrastructure II fund held its final close in late April reaching EUR 375 million, which is a doubling in size compared to the Infrastructure I fund. The investment strategy is attractive especially for international institutional investors, and around 70% of the capital in the fund comes from outside the Nordics.
The CapMan Growth Equity III fund held a first close above target size in February, and a final close at hard cap of EUR 130 million in April. The fast fundraising and the high quality of the investor base is a testament to the stellar performance of the strategy. In April, the fund also announced its first investment into environmental technology company Tana.
At the end of 2023 we established the Social Real Estate fund, which has already completed two investments in Finland and Denmark. Fundraising for the fund continues, with the target to reach 500 million euros over the coming years. The fundraising for real estate's flagship fund Nordic Real Estate IV has started, and we target a first close during 2024 and a target size of 750 million euros at the final close of the fund.
We continue to participate in the transition towards a sustainable society through active ownership in our investments, where we systematically integrate the sustainability and financial value creation plans. We have published our Investments Sustainability Report for 2023. The report is prepared in accordance with GRI and gives information about the sustainability work done in our holdings across real estate, infrastructure, private equity and credit funds.

Pia Kåll CEO, CapMan Plc
| ('000) € |
1-3/2024 | 1-3/2023 | Change |
|---|---|---|---|
| Fee income | 14,857 | 15,128 | -2% |
| Carried interest | 3,522 | -27 | n/a |
| Turnover | 18,379 | 15,102 | 22% |
| Turnover, internal | |||
| Operating expenses | -13,421 | -12,181 | 10% |
| Fair value changes | 2,338 | -2,391 | n/a |
| Operating profit | 7,296 | 529 | 1,278% |
| Items impacting comparability | 1,282 | 0 | n/a |
| Comparable operating profit |
8,578 | 529 | 1,520% |
| Less: | |||
| Carried interest | -3,522 | 27 | n/a |
| Fair value changes of investments | -2,338 | 2,391 | n/a |
| Fee profit | 2,718 | 2,947 | -8% |
| Result for the period | 4,936 | 769 | 542% |
| Comparable profit for the period | 6,163 | 769 | 701% |
| Earnings per share, diluted, cents | 1.5 | 0.2 | 650% |
| Comparable earnings per share, diluted, cents |
2.2 | 0.2 | 1000% |
CapMan Group's turnover totalled MEUR 18.4 in the period spanning 1 January–31 March 2024 (1 January–31 March 2023: MEUR 15.1). The increase in turnover was driven by carried interest income whereas fee income was slightly below the comparison period.
Operating expenses were MEUR 13.4 (MEUR 12.2) with the main items being:
The increase in operating expenses was mainly due to acquisition related other operating expenses. Operating expenses less items affecting comparability were below the comparison period at MEUR 12.1 (MEUR 12.3).
Fair value changes of investments were MEUR +2.3 (MEUR –2.4), corresponding to +1.5 per cent (-1.4 per cent).
The comparable operating profit was MEUR 8.6 (MEUR 0.5). The increase was due to higher carried interest and fair value changes.
Fee profit decreased slightly from the comparison period due to lower fee income and was MEUR 2.7 (MEUR 2.9).
The profit for the period was MEUR 4.9 (MEUR 0.8). The comparable profit for the period was MEUR 6.2 (MEUR 0.8.)
A quarterly breakdown of turnover and profit, together with turnover, operating profit/loss, and profit/loss by segment for the period, alternative performance measures as well as items affecting comparability are available in the Tables section of this report.
Assets under management refers to the remaining investment capacity of funds and capital already invested at acquisition cost or at fair value when referring to mandates and open-ended funds. Assets under management is calculated based on the capital, which forms the basis for management fees, and includes primarily equity without accounting for the funds' debt. AUM is impacted by fundraising, exits and fair value changes for open-ended funds as well as wealth management.
Assets under management was MEUR 5,672 as at 31 March 2024 (31 December 2023: MEUR 5,005). The increase was mainly due to the acquisition of Dasos Capital, which now forms the Natural Capital investment area. In addition, some MEUR 90 of new capital was raised during the period.
| 31.3.24 (MEUR) |
31.12.23 (MEUR) |
|
|---|---|---|
| Real Estate | 2,905 | 2,933 |
| Private Equity & Credit | 1,028 | 1,022 |
| Natural Capital | 714 | n/a |
| Infra | 559 | 562 |
| Wealth Management | 467 | 488 |
| Total assets under management |
5,672 | 5,005 |
In its Management Company business, CapMan manages private asset funds and offers wealth advisory services. Income from the Management company business is derived from management fees, wealth advisory fees, property- and asset management fees, and carried interest received from funds.
| € ('000) |
1-3/2024 | 1-3/2023 | Change |
|---|---|---|---|
| Fee income | 11,842 | 12,485 | -5% |
| Carried interest | 3,522 | -27 | n/a |
| Turnover | 15,363 | 12,458 | 23% |
| Turnover, internal | 3 | ||
| Operating expenses | -9,099 | -9,300 | -2% |
| Operating profit | 6,263 | 3,160 | 98% |
| Items impacting comparability | 123 | 0 | |
| Comparable operating profit | 6,386 | 3,160 | 102% |
| Less: | |||
| Carried interest | -3,522 | 27 | n/a |
| Fee profit | 2,864 | 3,187 | -10% |
Fee income fell by 5 per cent due to timing of fund closings and lower sales from property- and asset management services.
Carried interest was received due to exits from the Nest 2015 fund. Nearly all investments in the fund have now been exited. In the comparison period, CapMan received no carried interest.
Turnover grew by 23 per cent during the period due to carried interest income.
Operating expenses decreased by 2 per cent mainly due to lower personnel expenses.
Comparable operating profit more than doubled to MEUR 6.4 (MEUR 3.2) due to carried interest received during the period.
The fee profit of the segment decreased slightly to MEUR 2.9 (MEUR 3.2). The decrease was due to lower fee income, partially offset by lower operating expenses.
In the Service business, CapMan offers procurement services and distributes software licenses to companies in Finland, Sweden and the Baltics, through CapMan Procurement Services (CaPS). Until February 1, 2023, Service business also included JAY Solutions, which offered reporting and back-office services to investors.
| € ('000) |
1-3/2024 | 1-3/2023 | Change |
|---|---|---|---|
| Fee income | 2,864 | 2,620 | 9% |
| Turnover | 2,864 | 2,620 | 9% |
| Turnover, internal | 44 | ||
| Operating expenses | -1,176 | -1,190 | -1% |
| Operating profit | 1,688 | 1,473 | 15% |
| Fee profit | 1,688 | 1,473 | 15% |
Turnover increased by 9 per cent due to the continued strong growth of CaPS. Until 1 February 2023 the segment also included the currently divested JAY Solutions. Excluding JAY Solutions, the Service business grew by 15 per cent (14 per cent) during the period.
Operating expenses of the Service business fell by 1 per cent due to the divestment of JAY solutions.
The operating profit of the Service business was MEUR 1.7 (MEUR 1.5).
As the segment generates no carried interest or fair value changes, the fee profit equals to the operating profit of the segment.
Through its Investment business, CapMan invests from its own balance sheet in the private markets asset classes and mainly to its own funds. In addition to own funds, CapMan selectively invests in private market funds managed by external fund managers.
| € ('000) |
1-3/2024 | 1-3/2023 | Change |
|---|---|---|---|
| Operating expenses | -229 | -145 | 58% |
| Fair value changes | 2,338 | -2,391 | n/a |
| Operating profit (loss) | 2,109 | -2,536 | n/a |
| Comparable operating profit (loss) | 2,109 | -2,536 | n/a |
| Less: | |||
| Fair value changes of investments | -2,338 | 2,391 | n/a |
| Fee profit | -229 | -145 | 58% |
Fair value changes were MEUR +2.3 (MEUR –2.4), corresponding to a +1.5 per cent (–1.4 per cent) change in fair value.
Investments into funds managed by CapMan developed on average positively contributing MEUR + 1.5 (MEUR +2.1) of the total fair value change, corresponding to a +1.3 per cent (+1.8 per cent) change in value, mainly due to positive development in private equity funds.
Investments into external funds also developed positively with fair value changes of MEUR +0.9 (MEUR –4.5), corresponding to a change of 1.7 per cent (–7.9 per cent)
Operating profit for the Investment business was MEUR 2.1 (Operating loss MEUR 2.5).
Fee profit was MEUR –0.2 (MEUR –0.1). As the segment generates no fee income, the fee profit equals to the operating expenses of the segment.
On 31 March 2024 the fair value of CapMan's fund investments stood at MEUR 162.8 (MEUR 167.5).
Investments in portfolio companies are valued at fair value in accordance with the International Private Equity and Venture Capital Valuation Guidelines (IPEVG). Investments in real estate are valued at fair value based on appraisals made by independent external experts. Valuation of external funds is based primarily on fair values reported by respective external fund managers. Sensitivity analysis by investment area is presented in the Tables section of this report.
CapMan's balance sheet totalled MEUR 295.0 as at 31 March 2024 (31 March 2023: MEUR 265.3), of which goodwill amounted to MEUR 30.6 (MEUR 7.9). Cash in hand and at banks amounted to MEUR 49.3 (MEUR 50.8).
CapMan's total equity amounted to MEUR 143.7 (MEUR 114.0). The increase in equity was mainly due to the directed share issue related to the acquisition of Dasos Capital completed on 1 March 2024. Interestbearing net debt amounted to MEUR 44.2 (MEUR 44.6). CapMan's total interest-bearing debt as at 31 March 2024 is outlined in Table 1.
| Debt amount 31 March 2024 (MEUR) |
Matures latest |
Annual interest |
Debt amount 31 Dec 2023 (MEUR) |
|
|---|---|---|---|---|
| Senior bond (issued in 2020) | 50 MEUR | Q4 2025 | 4.00% | 50 MEUR |
| Senior bond (issued in 2022) | 40 MEUR | Q2 2027 | 4.50% | 40 MEUR |
| Long-term credit facility (available) |
(20 MEUR) | Q3 2024 | 1.75-2.70% | (20 MEUR) |
CapMan's bonds and long-term credit facility include financing covenants, which are conditional on the company's equity ratio and net gearing ratio. CapMan honoured all covenants as at 31 March 2024. The senior bond issued in 2022 is linked to sustainability targets, which CapMan achieved in April 2023.
The Group's cash flow from operations totalled MEUR 6.1 during the period (MEUR +6.7). CapMan receives management fees from funds semi-annually, in January and July, which is shown under working capital in the cash flow statement.
Cash flow from investments totalled MEUR +4.4 (MEUR +2.7) and includes, inter alia, investments and repaid capital received by the Group. CapMan makes investments mainly through its investment company and its investments and cash on hand are classified as fund investments.
Cash flow from financing was MEUR –2.2 (MEUR –14.4).
CapMan's vision is to become the most responsible private assets company in the Nordics. A strategic objective is to integrate sustainability into all operations and implement it in the product offering, fundraising, investment activities, fund management, services and the development of personnel and work environment, among others.
In April 2024, CapMan published its Investment Sustainability report for 2023. The report is prepared in accordance with GRI and gives information about the sustainability work done in our holdings across real estate, infrastructure, private equity and credit funds.
CapMan has made the commitment to achieve net zero emissions by 2040, which includes both CapMan's own operations (Scope 1 and 2) and CapMan's investments (Scope 3).
During the first quarter of 2024, CapMan Real Estate was selected among the first companies globally to participate in the Science Based Targets initiative (SBTi) Buildings pilot test. This puts CapMan on the forefront of developing tools for decarbonisation of buildings. The emission reduction plan was made during Q1 2024 and submitted for SBTi for feedback.
CapMan is in the process to develop a proprietary Nature positive approach and assessment tool for all investment areas. CapMan has signed up as an early-adopter of Taskforce for Nature-related Financial Disclosures (TNFD), which is the premier global risk management and disclosure framework for nature.
CapMan strives to be a diverse, equal, and inclusive work community. To promote good governance, CapMan has introduced sustainability metrics as part of variable renumeration. Part of the long-term share-based incentives are determined following the achievement of sustainability targets.
CapMan's Management Group with the support of CapMan's internal DEI (diversity, equity and inclusion) working group has continued its systematic work to reach our medium- and long-term diversity targets. During the first months of the year DEI was progressed among other things by work done to identify the enablers and possible deterrents to increase the share of women on all tenure levels in its investment teams, This was done through interviews with female investment professionals across investment teams.
CapMan's return on equity was 15.3 per cent on 31 March 2024 (31 March 2023: 2.4 per cent) and the comparable return on equity was 19.1 per cent (2.4 percent). Return on investment was 13.1 per cent (0.9 per cent) and the comparable return on investment was 15.4 per cent (0.9 per cent). Equity ratio was 50.1 per cent (44.1 per cent).
According to CapMan's long-term financial targets, the target level for the company's return on equity is on average over 20 per cent. The objective for the equity ratio is more than 50 per cent.
| 31.3.2024 | 31.3.2023 | 31.12.2023 | |
|---|---|---|---|
| Earnings per share, cents | 1.5 | 0.2 | 0.8 |
| Diluted, cents | 1.5 | 0.2 | 0.8 |
| Comparable earnings per share, diluted, cents |
2.2 | 0.2 | 1.9 |
| Shareholders' equity / share, cents |
81.4 | 72.8 | 72.6 |
| Share issue adjusted number of shares |
164,740,307 | 158,054,968 | 158,573,903 |
| Return on equity, % | 15.3 | 2.4 | 2.6 |
| Return on equity, comparable, % |
19.1 | 2.4 | 4.0 |
| Return on investment, % | 13.1 | 0.9 | 2.1 |
| Return on investment, comparable, % |
15.4 | 0.9 | 3.0 |
| Equity ratio, % | 50.1 | 44.1 | 47.8 |
| Net gearing, % | 30.8 | 39.1 | 45.9 |
CapMan's 2024 AGM decided, in accordance with the proposal of the Board of Directors, that a dividend in the total amount of EUR 0.06 per share, equivalent to a total of approx. MEUR 10.6, would be paid to shareholders based on the balance sheet adopted for 2023. In addition, the AGM authorised the Board of Directors to decide on an additional dividend in the maximum amount of EUR 0.04 per share, equivalent to a total of approx. MEUR 7.1. The authorisation will be effective until the next AGM. The Board of Directors intends to resolve on the additional
dividend in its meeting scheduled for 18 September 2024. Decisions regarding the distribution of funds have been described in greater detail in the stock exchange release on the decisions taken by the AGM issued on 27 March 2024.
CapMan's 2024 AGM decided that the Board of Directors comprises six (6) members. Mr. Johan Bygge, Ms. Catarina Fagerholm, Mr. Johan Hammarén, Ms. Mammu Kaario, Mr. Olli Liitola and Mr. Joakim Frimodig were elected members of the Board of Directors for a term of office expiring at the end of the next Annual General Meeting.
The Board composition and remuneration have been described in greater detail in the stock exchange releases on the decisions of the AGM and the organisational meeting of the Board issued on 27 March 2024.
CapMan's 2024 AGM authorised the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the company's own shares as well as on the issuance of shares and the issuance of special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Companies Act.
The number of own shares to be repurchased and/or accepted as pledge on the basis of the authorisation shall not exceed 14,000,000 shares in total, which on the day of the notice to the Annual General Meeting corresponded to approximately 8.81 per cent (and on the day of the Annual General Meeting to approximately 7.93 per cent) of all shares in the company.
The number of shares to be issued on the basis of the authorisation shall not exceed 14,000,000 shares in total, which on the day of the notice to
the Annual General Meeting corresponded to approximately 8.81 per cent (and on the day of the of the Annual General Meeting to approximately 7.93) per cent of all shares in the company.
The authorisation is effective until the end of the next annual general meeting, however no longer than until 30 June 2025.
Further details on these authorisations can be found in the stock exchange release on the decisions taken by the AGM issued on 27 March 2024.
CapMan's 2024 AGM authorised the Board of Directors to decide on contributions in the total maximum amount of EUR 50,000 for charitable or similar purposes and to decide on the recipients, purposes, and other terms of the contribution. The authorisation is effective until the next annual general meeting.
The decisions of Annual General Meeting are described in a more comprehensive manner in the stock exchange release on the decisions taken by the AGM issued on 27 March 2024.
All shares generate equal voting rights (one vote per share) and rights to a dividend and other distribution to shareholders. CapMan Plc's shares are included in the Finnish book-entry system. During the period CapMan issued 17,672,761 new shares in a directed share issue to the shareholders of Dasos Capital in connection with the acquisition, increasing CapMan's share capital to MEUR 35.2. Consequently, there were two flagging notices during the period. On 1 March 2024 the holdings of shares and voting rights of Hozanium Partners Oy exceeded
5% and the holdings of shares and voting rights of Ilmarinen Mutual Insurance Company fell below 5%.
| 31 March 2024 | 31 March 2023 | |
|---|---|---|
| Shares and share capital | ||
| Number of shares outstanding | 176,522,148 | 158,054,968 |
| Share capital, MEUR | 35.2 | 0.7 |
| Company shares | ||
| Number of shares held by CapMan | 26,299 | 26,299 |
| Of all shares and votes | 0.01% | 0.02% |
| Market value, EUR | 51,020 | 73,374 |
| Trading and market capitalization | ||
| Close price, EUR | 1.94 | 2.79 |
| Trade-weighted average price, year to date, EUR | 2.04 | 2.87 |
| Intra-year high, EUR | 2.36 | 3.09 |
| Intra-year low, EUR | 1.85 | 2.67 |
| No of shares traded, millions | 7.2 | 5.2 |
| Value of shares traded, MEUR | 14.8 | 14.9 |
| Market capitalization, MEUR | 342 | 441 |
| Shareholders | ||
| Number of shareholders | 30,811 | 31,158 |
CapMan employed 198 people on average in the first quarter of 2024 (1 January–31 March 2023 average: 179), of whom 145 (131) worked in Finland and the remainder in the other Nordic countries, Luxembourg and the United Kingdom. A breakdown of personnel by country is presented in the Tables section of this report.
CapMan's variable remuneration consists of short-term and long-term incentive schemes.
The short-term scheme covers all CapMan employees, excluding the CEO of the company, and its key objective is earnings development, for which the Board of Directors has set a minimum target.
CapMan has currently one long-term share-based incentive scheme (Performance Share Plan). The target group of the plan consists of approximately 20 key employees, including the members of the Management Group. The objective of the Performance Share Plan is to align remuneration with CapMan's earnings development and sustainability agenda, to retain the participants in the company's service, and to offer them a competitive reward plan based on owning, earning and accumulating the company's shares.
In the Performance Share Plan the participants commit to shareholder value creation by investing a significant amount in CapMan Plc shares. The prerequisite for receiving a reward from the plan is that a participant allocates newly acquired or previously owned company's shares to the plan. The Board of Directors determines the maximum allocation for each participant.
The Performance Share Plan includes three performance periods that commenced on 1 April 2022. The first period ended on 31 March 2023, the second period ended on 31 March 2024, and the third period will end on 31 March 2025. The participants may earn a performance-based reward from each of the performance periods and a matching reward from the 2022–2025 period. The rewards from the plan will be paid in company shares in 2024, 2025 and 2026.
The performance-based reward from the Performance Share Plan is based on the company share's Total Shareholder Return, the achievement of sustainability targets and on the continuation of the participant's employment or service upon reward payment. The Board shall resolve whether new shares or existing shares held by the company are given as reward.
More information about the Performance Share Plan can be found on CapMan's website at www.capman.com.
On March 1 st 2024 CapMan completed the acquisition of Dasos Capital Oy forming the new CapMan Natural Capital investment area and Mr. Olli Haltia, Partner at Natural Capital joined CapMan's Management Group. The acquisition and related directed share issue which the Board of Directors of CapMan decided on March 1st 2024, is described in greater detail on pages 32-33 in the tables section of this report.
On March 4th CapMan Growth Equity III fund made its first closing at €110 million, surpassing its target size.
On April 26 th the CapMan Nordic Infrastructure II fund held its final close reaching EUR 375 million, which is a doubling in size compared to the Infrastructure I fund. On April 30th the CapMan Growth Equity III fund
made its final close at EUR 130 million. At the end of April 2024 Anna Berglind stepped down from her position as Head of People and Culture at CapMan and member of the Management Group.
In May 2024, CapMan resolved on a directed share issue of 356,062 new shares as payment of the reward shares from the 2022 Performance Share Plan to CapMan Group management and selected key employees. The reward was earned based on the total shareholder return of CapMan during the 2022 Performance Share Plan's first performance period that commenced on 1 April 2022 and ended on 31 March 2023. The new shares are intended to be registered with the Trade Register on or about 7 May 2024.
CapMan faces many different risks and uncertainties which, if realised, could affect its strategic direction, financial position, earnings, operations and reputation. Assessment and management of risks is an integral part of CapMan's ability to conduct its operations in a successful manner. CapMan classifies risks according to various categories and identifies principal risks for each category. CapMan performs an annual review of the risk environment at the end of the financial year and reports on any material developments quarterly. An annual risk assessment and risk descriptions is presented on the website under https://capman.com/shareholders/risks/. A summary of risks and observed changes in the short-term risk environment are presented in Table 10.
| Risk classification Principal risks |
Changes in the short-term risk environment | |||
|---|---|---|---|---|
| 1. Strategic risks | • Failure to achieve strategic or performance targets • Failure to select the correct strategy in a competitive environment • Failure to recruit and retain key personnel • Failure to scale the business |
• Dasos deal has been closed during Q1-2024 • No changes • No changes • No changes |
||
| 2. Financial risk | • Poor financial performance • Insufficient liquidity position • Failure to obtain fincancing |
• No changes • No changes • No changes |
||
| 3. Market risks | • Interest and foreign exchange rate, inflation and asset valuation volatility • Changes in customer preferences • Fluctuations of the transaction market • Failure in fundraising |
• Potentially lowering interest rates could increase asset valuations and/or create attractive investment opportunities due to lower cost of debt finance. • No changes • No changes • CapMan Growth Equity III and Infra II final closings completed. CapMan Nordic Real Estate IV fundraising is starting. No changes in currently planned fundraising amounts. |
||
| 4. Operational risks | • Cyber threats and system errors • Inadequate or failed processes or controls • Corruption, fraud or criminal behaviour • Mistakes |
• No changes • No changes • No changes • No changes |
||
| 5. Regulatory risks | • Adverse changes in the regulatory environment |
• No changes |
||
| 6. Sustainability risks |
• Failure to invest in sustainable assets and ESG related incidents or lack of appropriate ESG approach in portfolio companies • Unreasonable increase in costs to comply with sustainability and reporting requirements |
• No changes • No changes |
||
| 7. Reputational risk | • Negative public perception |
• No changes |
CapMan's distribution policy is to pay sustainable distributions that grow over time. CapMan's objective is to distribute at least 70 per cent of the Group's profit attributable to equity holders of the company excluding the impact of fair value changes, subject to the distributable funds of the parent company. In addition, CapMan may pay out distributions accrued from investment operations, taking into consideration foreseen cash requirements for future investments.
The combined growth objective for the Management Company and Service businesses is more than 15 per cent p.a. on average. The objective for return on equity is more than 20 per cent p.a. on average. CapMan's equity ratio target is more than 50 per cent.
CapMan expects to achieve these financial objectives gradually and key figures are expected to show fluctuations on an annual basis considering the nature of the business.
CapMan's objective is to improve results in the long term, taking into consideration annual fluctuations related to the nature of the business. Carried interest income from funds managed by CapMan and the return on CapMan's investments have a substantial impact on CapMan's overall result. In addition to asset-specific development and exits from assets, various factors outside of the portfolio's and CapMan's control influence fair value development of CapMan's overall investments, as well as the magnitude and timing of carried interest. For these reasons, CapMan does not provide numeric estimates for 2024.
CapMan estimates assets under management to grow in 2024. The company estimates fee profit also to grow in 2024. These estimations do not include possible items affecting comparability.
Helsinki, 3 May 2024
CAPMAN PLC
Board of Directors
CapMan Group's Interim Report for the period 1 April–30 June 2024 is published on Thursday 8 August 2024.
Atte Rissanen, CFO, tel. +358 50 040 5732
Nasdaq Helsinki Ltd I Principal media I www.capman.com
| € ('000) | 1-3/24 | 1-3/23 | 1-12/23 |
|---|---|---|---|
| Management fees | 10 481 | 10 768 | 39 034 |
| Sale of services | 4 376 | 4 360 | 17 204 |
| Carried interest | 3 522 | -27 | 3 126 |
| Turnover | 18 379 | 15 102 | 59 364 |
| Material and services | -575 | -298 | -1 856 |
| Other operating income | 6 | 77 | 79 |
| Personnel expenses | -8 464 | -8 929 | -33 921 |
| Depreciation, amortisation and impairment | -467 | -385 | -1 491 |
| Other operating expenses | -3 921 | -2 646 | -11 362 |
| Fair value changes of investments | 2 338 | -2 391 | -6 115 |
| Operating profit | 7 296 | 529 | 4 697 |
| Financial income and expenses | -867 | -498 | -687 |
| Result before taxes | 6 428 | 32 | 4 010 |
| Income taxes | -1 492 | 738 | -618 |
| Result for the period | 4 936 | 769 | 3 392 |
| Other comprehensive income: | |||
| Translation differences | -125 | -49 | 11 |
| Total comprehensive income | 4 811 | 720 | 3 403 |
| € ('000) | 1-3/24 | 1-3/23 | 1-12/23 |
|---|---|---|---|
| Profit attributable to: | |||
| Equity holders of the company | 2 491 | 305 | 1 346 |
| Non-controlling interest | 2 445 | 464 | 2 047 |
| Total comprehensive income attributable to: | |||
| Equity holders of the company | 2 367 | 256 | 1 356 |
| Non-controlling interest | 2 445 | 464 | 2 047 |
| Earnings per share for profit attributable to the equity holders of the Company: | |||
| Earnings per share, cents | 1,5 | 0,2 | 0,8 |
| Diluted, cents | 1,5 | 0,2 | 0,8 |
| € ('000) | 31.3.24 | 31.3.23 | 31.12.23 |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Tangible assets | 3 797 | 5 915 | 4 142 |
| Goodwill | 30 579 | 7 886 | 7 886 |
| Other intangible assets | 13 214 | 72 | 10 |
| Investments at fair value through profit and loss | |||
| Investments in funds | 162 791 | 167 474 | 158 907 |
| Other financial assets | 508 | 434 | 508 |
| Receivables | 6 529 | 5 950 | 6 525 |
| Deferred income tax assets | 2 265 | 1 971 | 1 896 |
| 219 683 | 189 702 | 179 874 | |
| Current assets | |||
| Trade and other receivables | 25 776 | 24 580 | 20 382 |
| Financial assets at fair value through profit and loss | 160 | 143 | 275 |
| Cash and bank | 49 342 | 50 828 | 41 017 |
| 75 278 | 75 551 | 61 673 | |
| Total assets | 294 961 | 265 253 | 241 547 |
| € ('000) | 31.3.24 | 31.3.23 | 31.12.23 |
|---|---|---|---|
| EQUITY AND LIABILITIES | |||
| Capital attributable the Company's equity holders | |||
| Share capital | 35 198 | 772 | 772 |
| Share premium account | 38 968 | 38 968 | 38 968 |
| Other reserves | 21 114 | 21 146 | 21 114 |
| Translation difference | -693 | -631 | -570 |
| Retained earnings | 45 459 | 53 164 | 52 914 |
| Total capital attributable to the Company's equity holders | 140 045 | 113 419 | 113 197 |
| Non-controlling interests | 3 632 | 541 | 1 928 |
| Total equity | 143 677 | 113 961 | 115 125 |
| Non-current liabilities | |||
| Deferred income tax liabilities | 9 350 | 7 052 | 5 991 |
| Interest-bearing loans and borrowings | 92 201 | 94 004 | 92 470 |
| Other non-current liabilities | 484 | 6 884 | 484 |
| 102 035 | 107 941 | 98 945 | |
| Current liabilities | |||
| Trade and other payables | 38 794 | 40 449 | 24 155 |
| Interest-bearing loans and borrowings | 1 364 | 1 430 | 1 386 |
| Current income tax liabilities | 9 090 | 1 472 | 1 936 |
| 49 248 | 43 352 | 27 477 | |
| Total liabilities | 151 284 | 151 292 | 126 422 |
| Total equity and liabilities | 294 961 | 265 253 | 241 547 |
| € ('000) | Share capital |
Share premium |
Other reserves |
Translation differences |
Retained earnings |
Total | Non controlling interests |
|---|---|---|---|---|---|---|---|
| Equity on 1 January 2023 | 772 | 38 968 | 35 425 | -582 | 65 473 | 140 056 | 2 088 |
| Result for the year | 305 | 305 | 464 | ||||
| Other comprehensive income for the year | |||||||
| Currency translation differences | -49 | -49 | |||||
| Total comprehensive income for the year | -49 | 305 | 256 | 464 | |||
| Performance Share Plan | 173 | 173 | |||||
| Dividends and return of capital | -14 279 | -12 787 | -27 066 | -2011 | |||
| Equity on 31 March 2023 | 772 | 38 968 | 21 146 | -631 | 53 164 | 113 419 | 541 |
| Equity on 1 January 2024 | 772 | 38 968 | 21 114 | -570 | 52 914 | 113 197 | 1 928 |
| Result for the year | 2 491 | 2 491 | 2 445 | ||||
| Other comprehensive income for the year | |||||||
| Currency translation differences | -125 | -125 | |||||
| Total comprehensive income for the year | -125 | 2 491 | 2 367 | 2 445 | |||
| Acquisition of a subsidiary | 34 427 | 34 427 | 58 | ||||
| Performance Share Plan | 222 | 222 | |||||
| Dividends and return of capital | -10 943 | -10 943 | -1 573 | ||||
| Transactions with non-controlling interests | 776 | 776 | 774 | ||||
| Other changes | 2 | -2 | 0 | ||||
| Equity on 31 March 2024 | 35 198 | 38 968 | 21 114 | -693 | 45 459 | 140 045 | 3 632 |
| € ('000) | 1-3/24 | 1-3/23 | 1-12/23 |
|---|---|---|---|
| Cash flow from operations | |||
| Result for the financial period | 4 936 | 769 | 3 392 |
| Adjustments for: | |||
| Share-based payments | 222 | 173 | 970 |
| Depreciation and amortisation | 467 | 385 | 1 491 |
| Fair value changes of investments | -2 338 | 2 391 | 6 115 |
| Financial income and expenses | 867 | 498 | 687 |
| Income taxes | 1 492 | -738 | 618 |
| Other non-cash items | 1 555 | -114 | -214 |
| Adjustments, total | 2 265 | 2 595 | 9 666 |
| Change in working capital: | |||
| Change in current non-interest-bearing receivables | -4 721 | -1 619 | 6 319 |
| Change in current trade payables and other non-interest-bearing liabilities | 4 718 | 6 133 | -263 |
| Interest paid | -71 | -77 | -4 373 |
| Taxes paid | -1 070 | -1 127 | -2 658 |
| Cash flow from operations | 6 056 | 6 674 | 12 084 |
| Cash flow from investing activities | |||
| Acquisition of subsidiaries, net of cash | 1 547 | -207 | |
| Proceeds from sale of subsidiaries | 4 202 | 4 202 | |
| Investments in tangible and intangible assets | -17 | -26 | |
| Investments at fair value through profit and loss | 2 064 | -681 | 172 |
| Long-term loan receivables granted | -100 | -901 | -1 522 |
| Proceeds from long-term receivables | 639 | 0 | 47 |
| Interest received | 290 | 64 | 786 |
| Cash flow from investing activities | 4 441 | 2 667 | 3 452 |
| Cash flow from financing activities | |||
| Proceeds from borrowings | 11 | ||
| Payment of lease liabilities | -315 | -250 | -1 165 |
| Dividends paid and return of capital | -1 926 | -14 126 | -29 194 |
| Cash flow from financing activities | -2 241 | -14 376 | -30 317 |
| Change in cash and cash equivalents | 8 256 | -5 035 | -14 782 |
| Cash and cash equivalents at beginning of period | 41 017 | 55 944 | 55 944 |
| Translation difference | 69 | -81 | -146 |
| Cash and cash equivalents at end of period | 49 342 | 50 828 | 41 017 |
This unaudited interim report is prepared in accordance with IAS 34 (Interim Financial Reporting) using the same accounting policies and methods of computation as in the previous annual financial statements.
Figures in the accounts have been rounded and consequently the sum of individual figures can deviate from the presented sum figure.
CapMan uses alternative performance measures to denote the financial performance of its business and to improve the comparability between different periods. Alternative performance measures do not replace performance measures in accordance with the IFRS and are reported in addition to such measures. Alternative performance measures, as such are presented, are derived from performance measures as reported in accordance with the IFRS by adding or deducting the items affecting comparability and they will be nominated as 'comparable'. Such alternative performance measures are, for example, comparable operating profit, comparable profit for the period, and comparable earnings per share. In addition, CapMan discloses alternative performance measures that have been derived from the beforementioned comparable performance measures by further adding or deducting some income statement items that have been adjusted to exclude possible items impacting comparability. This kind of alternative performance measure is fee profit, which is comparable operating profit or loss deducted with carried interest and fair value changes of investments.
Items affecting comparability are, among others, material items related to mergers and acquisitions, such as amortisation and impairment of intangible assets recognised in the purchase price allocation, or costs related to major development projects, such as reorganisation costs. Items impacting comparability include also material gains or losses related to the acquisition or disposals of business units, material gains or losses related to the acquisition or disposal of intangible assets, material expenses related to decisions by authorities and material gains or losses related to reassessment of potential repayment risk to the funds.
Items affecting comparability and alternative key figures are presented under the Segment information.
CapMan has three operating segments: the Management company business, Service business and Investments business.
In its Management Company business, CapMan manages private equity funds and offers wealth advisory services. Private equity funds are invested by its partnership-based investment teams. Investments are mainly Nordic unlisted companies, real estate, infrastructure and natural resource assets. CapMan raises capital for the funds from Nordic and international investors. CapMan Wealth Services offer comprehensive wealth advisory services related to the listed and unlisted market to smaller investors, such as family offices, smaller institutions and high net worth individuals. Income from the Management company business is derived from fee income and carried interest received from funds. The fee income include management fees related to CapMan's position as a fund management company, fees from other services closely related to fund management and fees from wealth advisory services.
In the Service business, CapMan offers procurement services and distributes software lisences to companies in Finland, Sweden and the Baltics, through CapMan Procurement Services (CaPS). In the comparison year, until February 1, 2023, Service business also included JAY Solutions, which offered reporting and back office services to investors.
Through its Investment business, CapMan invests from its own balance sheet in the private equity asset class and mainly to its own funds. Income in this business segment is generated by changes in the fair value of investments and realised returns following exits and periodic returns, such as interest and dividends.
Other includes the corporate functions not allocated to operating segments. These functions include part of the activities of group accounting, corporate communications, group management and costs related to share-based payment. Other also includes the eliminations of the intersegment transactions.
.
| € ('000) | Management company business |
Service business |
Investment business |
Other | Total |
|---|---|---|---|---|---|
| Fee income | 11 842 | 2 864 | 151 | 14 857 | |
| Carried interest | 3 522 | 3 522 | |||
| Turnover | 15 363 | 2 864 | 151 | 18 379 | |
| Turnover, internal | |||||
| Materials and services | -575 | -575 | |||
| Other operating income | 2 | 5 | 6 | ||
| Personnel expenses, of which | -5 830 | -452 | -157 | -2 025 | -8 464 |
| Salaries and bonuses | -5 830 | -452 | -157 | -1 803 | -8 242 |
| Share-based payment | -222 | -222 | |||
| Depreciation, amortisation and impairment | -352 | -22 | -3 | -90 | -467 |
| Other operating expenses | -1 852 | -87 | -70 | -1 912 | -3 921 |
| Internal service fees | -1 066 | -41 | 1 107 | 0 | |
| Fair value changes of investments | 2 338 | 2 338 | |||
| Operating profit | 6 263 | 1 688 | 2 109 | -2 765 | 7 296 |
| Items impacting comparability: | |||||
| Purchase price allocation amortisations | 113 | 113 | |||
| Reorganisation costs | 10 | 103 | 113 | ||
| Acquisition related expenses | 1 056 | 1 056 | |||
| Items impacting comparability, total | 123 | 1 159 | 1 282 | ||
| Comparable operating profit | 6 386 | 1 688 | 2 109 | -1 605 | 8 578 |
| Financial items | -867 | ||||
| Income taxes | -1 492 | ||||
| Result for the period | 4 936 |
| € ('000) | Management company business |
Service business |
Investment business |
Other | Total |
|---|---|---|---|---|---|
| Items impacting comparability: | |||||
| Purchase price allocation amortisations | 91 | ||||
| Reorganisation costs | 90 | ||||
| Acquisition related expenses | 1 046 | ||||
| Items impacting comparability, total | 1 227 | ||||
| Comparable result for the period | 6 163 | ||||
| Earnings per share, cents | 1,5 | ||||
| Items impacting comparability, cents | 0,8 | ||||
| Comparable earnings per share, cents | 2,3 | ||||
| Earnings per share, diluted, cents | 1,5 | ||||
| Items impacting comparability, cents | 0,7 | ||||
| Comparable earnings per share, diluted, cents | 2,2 | ||||
| Fee profit: | |||||
| Comparable operating profit | 6 386 | 1 688 | 2 109 | -1 605 | 8 578 |
| Less: | |||||
| Carried interest | -3 522 | -3 522 | |||
| Fair value changes of investments | -2 338 | -2 338 | |||
| Fee profit | 2 864 | 1 688 | -229 | -1 605 | 2 718 |
| Timing of revenue recognition from customer contracts: | |||||
| Services transferred over time | 11 712 | 2 864 | 151 | 14 727 | |
| Services transferred at a point in time | 3 651 | 3 651 | |||
| Revenue from customer contracts, external | 15 363 | 2 864 | 151 | 18 379 |
| € ('000) | Management company business |
Service business |
Investment business |
Other | Total |
|---|---|---|---|---|---|
| Fee income | 12 485 | 2 620 | 24 | 15 128 | |
| Carried interest | -27 | -27 | |||
| Turnover | 12 458 | 2 620 | 24 | 15 102 | |
| Turnover, internal | 3 | 44 | -46 | ||
| Materials and services | -298 | -298 | |||
| Other operating income | 58 | 18 | 77 | ||
| Personnel expenses, of which | -6 131 | -558 | -94 | -2 147 | -8 929 |
| Salaries and bonuses | -6 131 | -558 | -94 | -1 974 | -8 756 |
| Share-based payment | -173 | -173 | |||
| Depreciation, amortisation and impairment | -271 | -52 | -4 | -58 | -385 |
| Other operating expenses | -1 697 | -311 | -48 | -591 | -2 646 |
| Internal service fees | -1 202 | -30 | 1 232 | ||
| Fair value changes of investments | -2 391 | -2 391 | |||
| Operating profit | 3 160 | 1 473 | -2 536 | -1 568 | 529 |
| Financial items | -498 | ||||
| Income taxes | 738 | ||||
| Result for the period | 769 | ||||
| Earnings per share, cents | 0,2 | ||||
| Earnings per share, diluted, cents | 0,2 |
| Fee profit: Operating profit 3 160 1 473 -2 536 -1 568 Less: Carried interest 27 Fair value changes of investments 2 391 Fee profit 3 187 1 473 -145 -1 568 Timing of revenue recognition from customer contracts: Services transferred over time 12 266 2 620 24 Services transferred at a point in time 192 Revenue from customer contracts, external 12 458 2 620 24 |
€ ('000) | Management company business |
Service business |
Investment business |
Other | Total |
|---|---|---|---|---|---|---|
| 529 | ||||||
| 27 | ||||||
| 2 391 | ||||||
| 2 947 | ||||||
| 14 909 | ||||||
| 192 | ||||||
| 15 102 |
| € ('000) | Management company business |
Service business |
Investment business |
Other | Total |
|---|---|---|---|---|---|
| Fee income | 45 108 | 10 606 | 524 | 56 238 | |
| Carried interest | 3 126 | 3 126 | |||
| Turnover | 48 234 | 10 606 | 524 | 59 364 | |
| Turnover, internal | 3 | 44 | -46 | ||
| Materials and services | -1 856 | -1 856 | |||
| Other operating income | 60 | 19 | 79 | ||
| Personnel expenses, of which | -23 548 | -1 899 | -346 | -8 129 | -33 921 |
| Salaries and bonuses | -23 548 | -1 899 | -346 | -7 160 | -32 952 |
| Share-based payment | 0 | -970 | -970 | ||
| Depreciation, amortisation and impairment | -1 048 | -127 | -14 | -302 | -1 491 |
| Other operating expenses | -6 648 | -637 | -139 | -3 938 | -11 362 |
| Internal service fees | -4 781 | -143 | 4 923 | 0 | |
| Fair value changes of investments | -6 115 | 0 | -6 115 | ||
| Operating profit (loss) | 12 212 | 6 048 | -6 614 | -6 949 | 4 697 |
| Items impacting comparability: | |||||
| Reorganisation costs | 1 466 | 12 | 1 478 | ||
| Acquisition related expenses | 566 | 566 | |||
| Items impacting comparability, total | 1 466 | 577 | 2 043 | ||
| Comparable operating profit (loss) | 13 678 | 6 048 | -6 614 | -6 372 | 6 740 |
| Financial items | -687 | ||||
| Income taxes | -618 | ||||
| Result for the period | 3 392 |
| € ('000) | Management company business |
Service business |
Investment business |
Other | Total |
|---|---|---|---|---|---|
| Items impacting comparability: | |||||
| Reorganisation costs | 1 179 | ||||
| Acquisition related expenses | 566 | ||||
| Items impacting comparability, total | 1 744 | ||||
| Comparable result for the period | 5 137 | ||||
| Earnings per share, cents | 0,8 | ||||
| Items impacting comparability, cents | 1,1 | ||||
| Comparable earnings per share, cents | 1,9 | ||||
| Earnings per share, diluted, cents | 0,8 | ||||
| Items impacting comparability, cents | 1,1 | ||||
| Comparable earnings per share, diluted, cents | 1,9 | ||||
| Fee profit: | |||||
| Comparable operating profit (loss) | 13 678 | 6 048 | -6 614 | -6 372 | 6 740 |
| Less: | |||||
| Carried interest | -3 126 | -3 126 | |||
| Fair value changes of investments | 6 115 | 6 115 | |||
| Fee profit (loss) | 10 552 | 6 048 | -499 | -6 372 | 9 729 |
| Timing of revenue recognition from customer contracts: | |||||
| Services transferred over time | 44 445 | 10 606 | 524 | 55 576 | |
| Services transferred at a point in time | 3 788 | 3 788 | |||
| Revenue from customer contracts, external | 48 234 | 10 606 | 524 | 59 364 |
On 21 December 2023, CapMan signed an agreement regarding the acquisition of all the shares of Dasos Capital Oy from the company's current shareholders. The acquisition was completed on March 1, 2024, following the approvals by the Finnish Competition and Consumer Authority and the Finnish Financial Supervisory Authority as well as consents from certain investors of certain funds managed by Dasos. The purchase price was paid by executing a directed issue of 17,672,761 new CapMan shares to the owners of Dasos Capital Oy, representing approximately 10.0% ownership in CapMan, and by a preliminary cash consideration of EUR 3.2 million based on estimated closing accounts.
Fair value of the issued shares amounted to EUR 34.4 million on the acquisition date, based on the closing price of EUR 1.948 per share, and will be recognised in the share capital. Cash consideration will be adjusted in Q2 2024 based on the final closing accounts. In addition, CapMan has committed to paying an additional earn-out consideration of a maximum EUR 5 million based on management fee turnover incurred in 2025 and 2026, payable when the management fees of the funds managed by Dasos exceed certain limits. The additional consideration will be paid later in 2026 and 2027 in CapMan's shares.
Dasos Capital Oy is a leading timberland and natural capital investment asset manager in Europe and a significant player globally. Dasos focuses on managing sustainable timberland investments, natural sites and forest carbon sinks, as well as developing value in Europe and emerging markets. The investors in the funds managed by Dasos are domestic and foreign institutions, mainly pension and insurance companies. The acquisition supports CapMan's vision of becoming the most responsible private asset company in the Nordics and significantly promotes CapMan's strategic objective to increase assets under management to EUR 10 billion during the ongoing strategy period.
The provisional goodwill arising from the acquisition is EUR 22.7 million and is mainly attributable to Dasos' professional workforce, future customers and products, CapMan's crossselling opportunities, and synergies.
As of the acquisition date, March 1, 2024, Dasos Capital has been consolidated into CapMan's consolidated financial statements in full and reported as part of CapMan's reportable segment Management Company Business. Consolidated income statement includes EUR 0.4 million of turnover and EUR 0.1 million of net profit from Dasos Capital as of March 1, 2024. Had Dasos Capital been consolidated from January 1, 2024, consolidated income statement would show combined turnover of EUR 18.7 million and combined net profit of EUR 5.2 million.
The expenses arising from the acquisition, EUR 1.6 million, have been included in Other operating expenses of the consolidated income statement and allocated to Other segment and classified as items impacting comparability in the segment reporting. Thereof, EUR 1.1 million has been recorded in the current period and EUR 0.6 million in the previous year. The purchase price allocation is provisional.
The following table summarises the provisional consideration, the fair value of identifiable assets acquired and liabilities assumed at the acquisition date, and the provisional goodwill.
| Fair value | € ('000) | Fair value |
|---|---|---|
| LIABILITIES | ||
| 34 427 | ||
| 3 218 | Non-current liabilities | |
| 37 644 | Deferred tax liabilities | 2 949 |
| 2 949 | ||
| Current liabilities | ||
| Trade payables and accruals | 2 170 | |
| 13 071 | Current tax liabilities | 7 779 |
| 254 | 9 949 | |
| 3 | ||
| 3 219 | Total liabilities | 12 898 |
| 16 546 | ||
| Non-controlling interest ("NCI")* | 58 | |
| Net assets (excl. goodwill) | 14 951 | |
| 988 | ||
| 10 373 | Total consideration, provisional | 37 644 |
| 11 361 | Goodwill, provisional | 22 693 |
| 27 907 | ||
| € ('000) | Fair value | € ('000) | Fair value |
|---|---|---|---|
| Consideration | LIABILITIES | ||
| Share consideration (17,672,761 x EUR 1.948) | 34 427 | ||
| Cash consideration, provisional | 3 218 | Non-current liabilities | |
| Total consideration, provisional | 37 644 | Deferred tax liabilities | 2 949 |
| 2 949 | |||
| ASSETS | |||
| Current liabilities | |||
| Non-current assets | Trade payables and accruals | 2 170 | |
| Customer-related intangibles | 13 071 | Current tax liabilities | 7 779 |
| Marketing-related intangibles | 254 | 9 949 | |
| Machinery and equipment | 3 | ||
| Fund investments at fair value through profit and loss | 3 219 | Total liabilities | 12 898 |
| 16 546 | |||
| Non-controlling interest ("NCI")* | 58 | ||
| Current assets | Net assets (excl. goodwill) | 14 951 | |
| Receivables and accruals | 988 | ||
| Cash and cash equivalents | 10 373 | Total consideration, provisional | 37 644 |
| 11 361 | Goodwill, provisional | 22 693 | |
| Total assets | 27 907 |
*measured at proportionate share of acquiree's identifiable net assets
The below table specificies the cash flow impact of the acquisition, reflected in cash flow from investing activities:
| € ('000) | Fair value |
|---|---|
| Cash consideration, provisional | -3 218 |
| Transaction costs | -1 572 |
| Net cash acquired with the subsidiary | 10 373 |
| Acquisition of subsidiaries, net of cash | 5 583 |
The Group's income taxes in the Income Statements are calculated on the basis of current taxes on taxable income and deferred taxes. Deferred taxes are calculated on the basis of all temporary differences between book value and fiscal value.
The Annual General Meeting, held on 27 March 2024, decided that a dividend of EUR 0.06 per share, totalling EUR 10.6 million, will be paid for the financial year 2023 in one instalment. The dividend was paid on April 9, 2024. The Annual General Meeting also authorised the Board of Directors to decide on an additional dividend in the maximum of EUR 0.04 per share, which would total EUR 7.1 million. The Board of Directors intends to resolve on the additional dividend in its meeting scheduled for September 18, 2024. For the financial year 2022, dividend and repayment of invested unrestricted equity fund amounted to EUR 0.17 per share or EUR 26.9 million in total. Dividend and equity repayment was paid in two instalments, the first of which, amounting to EUR 14.2 million, was paid on March 23, 2023, and the second of which, amounting to EUR 12.7 million, was paid on September 22, 2023.
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| Investments in funds | ||||
| at Jan 1 | 980 | 157 927 | 158 907 | |
| Additions | 2 984 | 2 984 | ||
| Acquisition of a subsidiary | 3 219 | 3 219 | ||
| Distributions | -2 295 | -2 295 | ||
| Disposals | -3 706 | -3 706 | ||
| Fair value gains/losses | 2 424 | 2 424 | ||
| Transfers* | 1 259 | 1 259 | ||
| at the end of period | 2 238 | 160 553 | 162 791 | |
| Other investments | ||||
| at Jan 1 | 482 | 0 | 25 | 508 |
| at the end of period | 482 | 0 | 25 | 508 |
| Current financial assets at FVTPL | 160 | 0 | 160 |
* Change of cash and cash equivalents of the subsidiary CapMan Fund Investments SICAV-SIF, classified as fund investments and transfer of fund investments consisting only of cash from Level 3 to Level 1.
The different levels have been defined as follows:
Level 1 - Quoted prices (unadjusted) in active markets for identical assets
Level 2 - Other than quoted prices included within Level 1 that are observable for the asset, either directly (that is, as price) or indirectly (that is, derived from prices).
Level 3 - The asset's value that is not based on observable market data
Investments in funds include the subsidiary, CapMan Fund Investments SICAV-SIF, with a fair value of EUR 102.2 million at the end of the reporting period. The fair valued included EUR 1.4 million of cash.
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| Investments in funds | ||||
| at Jan 1 | 1 197 | 167 866 | 169 063 | |
| Additions | 18 097 | 18 097 | ||
| Distributions | -17 615 | -17 615 | ||
| Disposals | -3 975 | -3 975 | ||
| Fair value gains/losses | -5 926 | -5 926 | ||
| Transfers* | -217 | -520 | -737 | |
| at the end of period | 980 | 157 927 | 158 907 | |
| Other investments | ||||
| at Jan 1 | 408 | 0 | 25 | 434 |
| Additions | 46 | 46 | ||
| Fair value gains/losses | 28 | 28 | ||
| at the end of period | 482 | 0 | 25 | 508 |
The different levels have been defined as follows:
Level 1 - Quoted prices (unjusted) in active markets for identical assets
Level 2 - Other than quoted prices included within Level 1 that are observable for the asset, either directly (that is, as price) or indirectly (that is, derived from prices).
Level 3 - The asset that is not based on observable market data
Investments in funds include the subsidiary, CapMan Fund Investments SICAV-SIF, with a fair value of EUR 100.9 million at the end of the reporting period.. The fair valued included EUR 0.1 million of cash.
Current financial assets at FVTPL 159 116 275 * Change of cash and cash equivalents of the subsidiary CapMan Fund Investments SICAV-SIF, classified as fund investments and transfer of fund investments consisting only of cash from Level 3 to Level 1.
| Investment area | Fair Value MEUR, 31 March 2024 |
Valuation methodology | Unobservable inputs | Used input value (weighted average) |
Change in input value |
Fair value sensitivity |
|---|---|---|---|---|---|---|
| Peer group earnings multiples | EV/EBITDA 2024 10.3x | +/- 10% | +/- 4.8 MEUR | |||
| Private Equity | 45.4 | Peer group | Discount to peer group multiples |
21 % | +/- 10% | -/+ 1.3 MEUR |
| FX rate | EUR/SEK 11.5250 | +/-1% | -/+ 0.1 MEUR | |||
| Valuation by an independent | EUR/DKK 7.4580 | +/-1% | -/+ 0.1 MEUR | |||
| Real Estate | 39.2 | valuer | EUR/NOK 11.6990 | +/-1% | -/+ 0.0 MEUR | |
| Infra | Discounted cash flows | Terminal value | EV/EBITDA 14.9x | +/- 5% | +/- 1.2 MEUR | |
| 11.7 | Discount rate; market rate and risk premium |
12 % | +/- 100 bps | -/+ 1.8 MEUR | ||
| Credit | 5.6 | Discounted cash flows | Discount rate; market rate and risk premium |
10 % | +/- 100 bps | -0.2 MEUR / value change based on a change in the discount rate is not booked |
| Valuation by an independent valuer |
Wood prices | na | +/- 2.5% | +/- 0.3 MEUR | ||
| Natural Capital | 3.2 | Discount rate | 4 % | +-0.3% | -/+ 0.9 MEUR | |
| Investments in funds-of-funds |
17.2 | Reports from PE fund management company |
||||
| Investments in external venture capital funds |
38.9 | Reports from PE fund management company |
| Investment area | Fair Value MEUR, 31 Dec 2023 |
Valuation methodology | Unobservable inputs | Used input value (weighted average) |
Change in input value |
Fair value sensitivity |
|---|---|---|---|---|---|---|
| Private Equity 46.6 |
Peer group | Peer group earnings multiples | EV/EBITDA 2023 10.5x | +/- 10% | +/- 4.9 MEUR | |
| Discount to peer group multiples |
21 % | +/- 10% | -/+ 1.3 MEUR | |||
| Real Estate 40.4 |
FX rate | EUR/SEK 11.0960 | +/-1% | -/+ 0.1 MEUR | ||
| Valuation by an independent valuer |
EUR/DKK 7.4529 | +/-1% | -/+ 0.1 MEUR | |||
| EUR/NOK 11.2405 | +/-1% | -/+ 0.0 MEUR | ||||
| Infra 10.1 |
Terminal value | EV/EBITDA 15.1x | +/- 5% | +/- 1.1 MEUR | ||
| Discounted cash flows | Discount rate; market rate and risk premium |
13 % | +/- 100 bps | -/+ 1.9 MEUR | ||
| Credit | 6.0 | Discounted cash flows | Discount rate; market rate and risk premium |
10 % | +/- 100 bps | - 0.1 MEUR / value change based on a change in the discount rate is not booked |
| Investments in funds-of-funds |
16.0 | Reports from PE fund management company |
||||
| Investments in external venture capital funds |
38.7 | Reports from PE fund management company |
*Changes made to the grouping of investment areas
CapMan has made some investments also in funds that are not managed by CapMan Group companies. The fair values of these investments in CapMan's balance sheet are primarily based on the valuations by the respective fund managers. No separate sensitivity analysis is prepared by CapMan for these investments. However, CapMan evaluates the significant investments individually and makes adjustments to them if necessary. Separate sensitivity analysis is prepared by CapMan for these adjustments.
The changes in the peer group earnings multiples and the peer group discounts are typically opposite to each other. Therefore, if the peer group multiples increase, a higher discount is typically applied. Because of this, a change in the peer group multiples may not in full be reflected in the fair values of the fund investments.
The valuations are based on euro. If portfolio company's reporting currency is other than euro, P&L items used in the basis of valuation are converted applying the average foreign exchange rate for corresponding year and the balance sheet items are converted applying the rate at the time of reporting. Changes in the foreign exchange rates, in CapMan's estimate, have no significant direct impact on the fair values calculated by peer group multiples during the reporting period.
The valuation of CapMan funds' investment is based on international valuation guidelines that are widely used and accepted within the industry and among investors. CapMan always aims at valuing funds' investments at their actual value. Fair value is the best estimate of the price that would be received by selling an asset in an orderly transaction between market participants on the measurement date.
Determining the fair value of fund investments for funds investing in portfolio companies is carried out using International Private Equity and Venture Capital Valuation Guidelines (IPEVG). In estimating fair value for an investment, CapMan applies a technique or techniques that is/are appropriate in light of the nature, facts, and circumstances of the investment in the context of the total investment portfolio. In doing this, current market data and several inputs, including the nature of the investment, local market conditions, trading values on public exchanges for comparable securities, current and projected operating performance, and the financial situation of the investment, are evaluated and combined with market participant assumptions. In selecting the appropriate valuation technique for each particular investment, consideration of those specific terms of the investment that may impact its fair value is required.
Different methodologies may be considered. The most applied methodologies at CapMan include available market price for actively traded (quoted) investments, earnings multiple valuation technique, whereby public peer group multiples are used to estimate the value of a particular investment, and the Discounted Cash Flows method, whereby estimated future cash flows and the terminal value are discounted to the present by applying the appropriate risk-adjusted rate. CapMan always applies a discount to peer group multiples, due to e.g. limited liquidity of the investments. Due to the qualitative nature of the valuation methodologies, the fair values are to a considerable degree based on CapMan's judgment.
The Group has a Risk and Valuation team, which monitors the performance and the price risk of the investment portfolio (financial assets entered at fair value through profit or loss) independently and objectively of the investment teams. The Risk and Valuation team is responsible for reviewing the monthly reporting and forecasts for portfolio companies. Valuation proposals are examined by the Risk and Valuation team and subsequently reviewed and decided by the Valuation Committee, which comprises at least Valuation Controller, Risk Manager and at least one CapMan AIF Manager's Board of Directors. The portfolio company valuations are reviewed in the Valuation Committee on a quarterly basis. The valuations are back tested against realised exit valuations, and the results of such back testing are reported to the Audit Committee annually.
Investments in real estate are valued at fair value based on appraisals made by independent external experts, who follow International Valuation Standards (IVS). The method most appropriate to the use of the property is always applied, or a combination of such methods. For the most part, the valuation methodology applied is the discounted cash flow method, which is based on significant unobservable inputs. These inputs include the following:
| Future rental cash inflows | Based on the actual location, type and quality of the properties and supported by the terms of any existing lease, other contracts or external evidence such as current market rents for similar properties; |
|---|---|
| Discount rates | Reflecting current market assessments of the uncertainty in the amount and timing of cash flows; |
| Estimated vacancy rates | Based on current and expected future market conditions after expiry of any current lease; |
| Property operating expenses | Including necessary investments to maintain functionality of the property for its expected useful life; |
| Capitalisation rates | Based on actual location size and quality of the properties and taking into account market data at the valuation date; |
| Terminal value | Taking into account assumptions regarding maintenance costs , vacancy rates and market rents. |
Carried inrerest income is accrued on an irregular schedule depending on the timing of exits. An exit may have an appreciable impact on the Group's result for the full financial year.
| By country | 31.3.24 | 31.12.23 |
|---|---|---|
| Finland | 145 | 133 |
| Sweden | 29 | 28 |
| Denmark | 11 | 10 |
| Norway | 2 | 2 |
| Luxembourg | 3 | 3 |
| United Kingdom | 8 | 7 |
| In total | 198 | 183 |
| Contingent liabilities | ||
| € ('000) | 31.3.24 | 31.12.23 |
| Securities and other contingent liabilities | 62 148 | 61 239 |
| Remaining commitments to funds | 82 443 | 85 190 |
| Remaining commitments by investment area | ||
| Buyout | 17 645 | 17 941 |
| Credit | 3 047 | 3 127 |
| Russia | 1 066 | 1 066 |
| Real Estate | 5 565 | 5 916 |
| Other | 1 489 | 1 489 |
| Funds of funds | 245 | 245 |
| Growth equity | 19 204 | 19 243 |
| Infra | 8 448 | 10 151 |
| Special Situations | 4 499 | 4 507 |
| Natural Capital | 43 | |
| CapMan Wealth Services funds | 15 266 | 15 511 |
| External funds-of-funds | 3 718 | 3 703 |
| External venture capital funds | 2 209 | 2 290 |
| In total | 82 443 | 85 190 |
| € ('000) | 31.3.24 | 31.12.23 |
|---|---|---|
| Fair value of derivatives | ||
| Foreign exchange forwards | -16 | 116 |
| Nominal amounts of derivatives | ||
| Foreign exchange forwards | 5 320 | 5 320 |
CapMan uses short-term derivatives to hedge against currency changes incurred to its foreign currency denominated trade receivables. Derivatives have been valued at market value on the reporting date and are reported in current assets or liabilities. CapMan does not apply hedge accounting.
In the reporting period, CapMan granted a long-term loan of EUR 747 thousand and a short-term loan of EUR 170 thousand with a fixed interest rate to Noelia Invest AB, a controlled entity of Mika Koskinen, member of the Management Group. The loans were withdrawn after the reporting period on April 2, 2024, and Noelia Invest AB used the loans to subscribe shares issued by CapMan Wealth Services Oy, a subsidiary of CapMan Plc. In the previous year, CapMan recorded fees, totalling approximately EUR 7 thousand, for financial and legal services to Momea Invest Oy, a controlled entity of Olli Liitola, member of the Board of Directors of CapMan Plc.
| 1 000 EUR | 31.3.24 | 31.12.23 |
|---|---|---|
| Loan receivables, non-current, and accrued interest | 254 | 242 |
| Commitments to related parties | ||
| € ('000) | 31.3.24 | 31.12.23 |
| Loan commitments | 1 013 | 98 |
| MEUR | 1-3/24 |
|---|---|
| Turnover | 18,4 |
| Management fees | 10,5 |
| Sales of services | 4,4 |
| Carried interest | 3,5 |
| Material and services | -0,6 |
| Other operating income | 0,0 |
| Operating expenses | -12,9 |
| Fair value changes of investments | 2,3 |
| Operating profit (loss) | 7,3 |
| Financial income and expenses | -0,9 |
| Result before taxes | 6,4 |
| Result for the period | 4,9 |
| MEUR | 1-3/23 | 4-6/23 | 7-9/23 | 10-12/23 | 1-12/23 |
|---|---|---|---|---|---|
| Turnover | 15,1 | 16,5 | 13,7 | 14,1 | 59,4 |
| Management fees | 10,8 | 9,7 | 9,7 | 8,9 | 39,0 |
| Sales of services | 4,4 | 4,0 | 3,7 | 5,1 | 17,2 |
| Carried interest | 0,0 | 2,8 | 0,3 | 0,1 | 3,1 |
| Material and services | -0,3 | -0,5 | -0,5 | -0,5 | -1,9 |
| Other operating income | 0,1 | 0,0 | 0,0 | 0,0 | 0,1 |
| Operating expenses | -12,0 | -11,5 | -9,3 | -14,0 | -46,8 |
| Fair value changes of investments | -2,4 | -0,3 | 0,9 | -4,3 | -6,1 |
| Operating profit | 0,5 | 4,2 | 4,8 | -4,8 | 4,7 |
| Financial income and expenses | -0,5 | -0,3 | -0,1 | 0,3 | -0,7 |
| Result before taxes | 0,0 | 3,8 | 4,7 | -4,5 | 4,0 |
| Result for the period | 0,8 | 4,0 | 3,6 | -5,0 | 3,4 |
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