Management Reports • Sep 5, 2017
Management Reports
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The quantitative data contained in this report derive from the Company's customary accounting process. The report was prepared by the Management Company, presented to the Supervisory Board on 4 September 2017 and reviewed by the Statutory Auditors.
Net asset value per share1 stood at €21.15 as of 30 June 2017, after payment of a dividend of €0.65 per share, vs. €21.62 as of 31 December 2016, representing an increase of 0.8% including the dividend, and a decrease of 0.4% from 31 March 2017 (€21.89).
This performance was affected by:
The Company finalised the investment resulting from the commitment it made last year, investing €9.6m in Unilabs. As Unilabs was at the same time directly held by Altamir, Altamir sold Unilabs, then reinvested in the company via the Apax IX LP fund.
In the first half of 2017, Altamir invested or made new commitments totalling €74.2m (vs. €78m in H1 2016) in six new companies. These investments and commitments broke down as follows:
o a €47.2m commitment, including €37.2m through the Apax France IX fund and €10m through co-investment, in Ciprés, a French leader in supplemental insurance protection for self-employed persons and SMEs;
1 Ordinary shareholders' portion of NAV, net of tax payable
Amounts received from net divestments totalled €94.2m (€147.2m in H1 2016), including income and other related revenue, and was composed of the following items:
o The companies rue21 and Answers Corporation were removed from the portfolio with no return for the Apax VIII LP fund.
As of 30 June 2017, the Altamir portfolio was made up of 40 holdings. The 12 largest investments represented 82.2% of the portfolio at fair value.
| Companies | Acquisition cost (in € m) |
Fair value (in € m) |
% of the portfolio at fair value |
|---|---|---|---|
| Marlink | 59.1 | 95.7 | 12.2% |
| Groupe INSEEC | 42.9 | 85.7 | 10.9% |
| Snacks Développement |
37.9 | 78.9 | 10.0% |
| Albioma | 59.0 | 76.2 | 9.7% |
| THOM Europe | 36.6 | 61.5 | 7.8% |
| Altran | 18.7 | 48.5 | 6.2% |
| Melita | 33.9 | 42.1 | 5.4% |
| InfoVista | 39.0 | 42.1 | 5.3% |
| Nowo Oni | 22.4 | 32.0 | 4.1% |
| SK FireSafety Group | 31.5 | 31.5 | 4.0% |
| Amplitude Surgical | 14.0 | 28.0 | 3.6% |
| Alain Afflelou | 20.6 | 23.9 | 3.0% |
| Total | 415.6 | 646.1 | 82.2% |
As of 30 June 2017, the value of Altamir's portfolio was €786.5m. It included 78.7% unlisted holdings and 21.3% listed holdings.
As of 30 June 2017, Altamir's net cash on an IFRS basis was €-12.8m, vs. €-6.8m as of 31 December 2016. Net cash on a statutory basis was €28.3m, vs. €67.3m as of 31 December 2016. The amounts do not include the €66.1m related to the sale of Altran, received after 30 June 2017.
The net cash position on a statutory basis is the most relevant indicator, given that the company's borrowing capacity (10% of the net position) is based on statutory net assets. The difference between the two positions arises mainly from investments made by the Apax France VIII-B (€17m), Apax France IX-B (€9.1m) and Apax IX LP (€16.6m) funds and financed by a line of credit.
For the period from 1 February to 31 July 2017, the Management Company has decided to maintain Altamir's share of any new investment made by the Apax France IX fund at the upper limit of its commitment (€306m).
On 26 May 2017, the Company paid a dividend of €0.65 per share to limited partners holding ordinary shares.
In May 2017, Melita, an Apax France VIII fund portfolio company, announced its merger with Vodafone Malta to create a leading integrated communications company serving the Maltese B2B and B2C markets. The transaction is expected to be finalised before the end of the year.
Apax Partners LLP signed agreements with a view to acquiring three new companies:
Several build-up transactions were also carried out:
The 2017 objectives set in the beginning of the year included an investment amount of €80m for five or six new acquisitions. As of 30 June 2017, the Company had invested and committed €94m in nine new companies. Similarly, Altamir's €100m goal for divestments has also been virtually met, since the Company has already announced €94m in proceeds. Altamir is therefore expected to exceed its investment and divestment objectives by the end of the year.
Altamir uses valuation methods based on International Private Equity Valuation (IPEV) guidelines, which in turn comply with IFRS (fair value).
| 30/06/2017 | 31/12/2016 | 30/06/2016 | |
|---|---|---|---|
| In €k | 6 months | 12 months | 6 months |
| Changes in fair value | 20,907 | 167,372 | 15,095 |
| Valuation differences on divestments during the period |
3,570 | 11,133 | 25,855 |
| Other portfolio income | 1,236 | 1,453 | 248 |
| Income from portfolio investments | 25,713 | 179,959 | 41,199 |
| Gross operating income | 11,048 | 156,516 | 29,889 |
| Net operating income | 6,480 | 128,569 | 24,865 |
| Net income attributable to ordinary | 6,345 | 129,020 | 24,952 |
| shareholders | |||
| Earnings per share | 0.17 | 3.53 | 0.68 |
Income from portfolio investments in the first half of 2017 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 and their fair value under IFRS as of 31 December of the previous year.
Gross operating income is calculated after operating expenses for the period.
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 €k | 30/06/2017 | 31/12/2016 | 30/06/2016 |
|---|---|---|---|
| TOTAL NON-CURRENT ASSETS | 787,026 | 875,162 | 747,798 |
| TOTAL CURRENT ASSETS | 97,574 | 79,846 | 63,193 |
| TOTAL ASSETS | 884,600 | 955,008 | 810,991 |
| TOTAL SHAREHOLDERS' EQUITY | 772,092 | 789,503 | 685,230 |
| PORTION ATTRIBUTABLE TO THE GENERAL PARTNER AND CLASS B SHAREHOLDERS |
29,580 | 44,011 | 32,805 |
| OTHER NON-CURRENT LIABILITIES | 37,475 | 34,048 | 21,069 |
| OTHER CURRENT LIABILITIES | 45,453 | 87,447 | 71,887 |
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 884,600 | 955,008 | 810,991 |
Significant influence is presumed when the Company's percentage of voting rights exceeds 20%.
Investments subject to significant influence are not accounted for by the equity method, as permitted 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 2017, the total number of shares was 36,512,301.
Attendance fees paid to members of the Supervisory Board with respect to 2016 totalled €250,000.
The Management Company has not identified any risks in addition to those indicated in the 2016 Registration Document filed on 11 April 2017 under number D.17-0370.
This document is available on the Company's website: www.altamir.fr.
The risk factors are listed in Section 1.5 of the presentation of the Company and its activities, starting on page 67.
"I hereby certify that, to the best of my knowledge, the condensed 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 half-year 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
This is a free translation into English of the statutory auditors' review report on the interim consolidated financial statements issued in French and is provided solely for the convenience of English-speaking users. This report also includes information relating to the specific verification of information given in the group's interim management report. This report should be read in conjunction with and construed in accordance with French law and professional standards applicable in France.
Altamir
For the period from January 1 to June 30, 2017
Statutory auditors' review report on the half-yearly
financial information
26 rue Cambacérès 75008 Paris S.A.S. au capital de € 354.870
ERNST & YOUNG et Autres
1 place des Saisons 92400 Courbevoie – Paris-La-Défense 1 S.A.S. à capital variable
Commissaire aux Comptes Membre de la compagnie régionale de Versailles
Commissaire aux Comptes Membre de la compagnie régionale de Paris
For the period from January 1 to June 30, 2017
To the Shareholders,
In compliance with the assignment entrusted to us by your Annual General Meetings and in accordance with the requirements of article L.451-1-2 III of the French Monetary and Financial Code ("Code monétaire et financier"), we hereby report to you on:
These half-yearly consolidated financial statements are the responsibility of the Management Company. Our role is to express a conclusion on these financial statements based on our review.
Altamir, 1 rue Paul Cézanne, 75008 Paris – Tel.: +33 1 53 65 01 00 – [email protected] –
We conducted our review in accordance with professional standards applicable in France. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with professional standards applicable in France and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying half-yearly consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34 – standard of the IFRSs as adopted by the European Union applicable to interim financial information.
We have also verified the information presented in the half-yearly management report on the halfyearly consolidated financial statements subject to our review.
We have no matters to report as to its fair presentation and consistency with the half-yearly consolidated financial statements.
Paris and Paris-La-Défense, September 5, 2017
The Statutory Auditors French original signed by
COREVISE ERNST & YOUNG et Autres
Fabien Crégut Jean-François Nadaud
| 30 June 2017 | 31 December 2016 | 30 June 2016 | ||
|---|---|---|---|---|
| (in euros) | Note | 6 months | 12 months | 6 months |
| Changes in fair value | 20,906,503 | 167,372,425 | 15,095,412 | |
| Valuation differences on divestments during the period | 6.13 | 3,570,253 | 11,133,012 | 25,854,836 |
| Other portfolio income | 6.14 | 1,236,319 | 1,453,264 | 248,258 |
| Income from portfolio investments | 25,713,074 | 179,958,701 | 41,198,506 | |
| Purchases and other external expenses | 6.15 | -13,245,017 | -20,968,997 | -8,839,714 |
| Taxes, fees and similar payments | 6.16 | -1,169,874 | -787,537 | -787,462 |
| Other income | 1 | 0 | 0 | |
| Other expenses | 6.17 | -249,970 | -1,686,343 | -1,686,343 |
| Gross operating income | 11,048,214 | 156,515,825 | 29,884,987 | |
| Provision for Apax France VIII-B, IX-B, Apax VIII LP Class C unitholders | -3,730,046 | -17,274,535 | -5,560,963 | |
| Provision for the general partner and Class B shareholders | 6.10 | -838,057 | -10,672,409 | 537,290 |
| Net operating income | 6,480,111 | 128,568,882 | 24,861,314 | |
| Income from cash investments | 6.18 | 5,834 | 818,808 | 214,381 |
| Financial income | 6.19 | 217,215 | 314,993 | 283,470 |
| Interest and similar expenses | 6.20 | -358,567 | -682,917 | -407,655 |
| Net income attributable to ordinary shareholders | 6,344,594 | 129,019,766 | 24,951,511 | |
| Earnings per share | 6.21 | 0.17 | 3.53 | 0.68 |
| Diluted earnings per share | 6.21 | 0.17 | 3.53 | 0.68 |
| (in euros) | Note | 30 June 2017 | 31 December 2016 | 30 June 2016 |
|---|---|---|---|---|
| Net income for the period | 6,344,594 | 129,019,766 | 24,951,511 | |
| Actuarial gains (losses) on post-employment | ||||
| benefits | ||||
| Taxes on items non-recyclable to profit or loss | ||||
| Items non-recyclable to profit or loss | ||||
| Gains (losses) on financial assets available for sale | ||||
| Gains (losses) on hedging instruments | ||||
| Currency translation adjustments | ||||
| Taxes on items recyclable to profit or loss | ||||
| Items recyclable to profit or loss | ||||
| Other comprehensive income | ||||
| CONSOLIDATED COMPREHENSIVE |
||||
| INCOME | 6,344,594 | 129,019,766 | 24,951,511 | |
| Attributable to: | ||||
| * owners of the parent company | ||||
| * non-controlling shareholders |
| (in euros) | Note | 30 June 2017 | 31 December 2016 | 30 June 2016 |
|---|---|---|---|---|
| NON-CURRENT ASSETS | ||||
| Investment portfolio | 6.5 | 786,473,047 | 874,582,756 | 747,480,143 |
| Other non-current financial assets | 542,851 | 576,540 | 314,472 | |
| Sundry receivables | 9,900 | 3,000 | 3,000 | |
| TOTAL NON-CURRENT ASSETS | 787,025,797 | 875,162,296 | 747,797,615 | |
| CURRENT ASSETS | ||||
| Sundry receivables | 6.6 | 66,348,773 | 2,447,323 | 2,649,761 |
| Other current financial assets | 6.7 | 18,898,524 | 19,207,830 | 15,812,244 |
| Cash and cash equivalents | 6.8 | 12,326,896 | 58,190,639 | 44,731,285 |
| TOTAL CURRENT ASSETS | 97,574,194 | 79,845,792 | 63,193,289 | |
| TOTAL ASSETS | 884,599,991 | 955,008,088 | 810,990,904 |
| SHAREHOLDERS' EQUITY | ||||
|---|---|---|---|---|
| Share capital | 6.9 | 219,259,626 | 219,259,626 | 219,259,626 |
| Share premiums | 102,492,980 | 102,492,980 | 102,492,980 | |
| Reserves | 443,994,863 | 338,730,142 | 338,526,074 | |
| Net income for the year | 6,344,594 | 129,019,766 | 24,951,511 | |
| TOTAL SHAREHOLDERS' EQUITY | 772,092,063 | 789,502,514 | 685,230,191 | |
| AMOUNT ATTRIBUTABLE TO GENERAL | ||||
| PARTNER AND CLASS B SHAREHOLDERS | 6.10 | 29,580,020 | 44,010,653 | 32,804,678 |
| Other liabilities | 6.11 | 37,474,824 | 34,047,809 | 21,069,065 |
| Provisions | 0 | 0 | 0 | |
| OTHER NON-CURRENT LIABILITIES | 37,474,824 | 34,047,809 | 21,069,065 | |
| Other financial liabilities | 6.12 | 43,995,014 | 84,247,936 | 70,557,896 |
| Trade payables and related accounts | 1,456,160 | 3,197,874 | 1,328,698 | |
| Other liabilities | 1,909 | 1,301 | 375 | |
| OTHER CURRENT LIABILITIES | 45,453,083 | 87,447,111 | 71,886,969 | |
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 884,599,991 | 955,008,088 | 810,990,904 |
| (in euros) | Share capital | Share premiums |
Treasury shares |
Reserves | Net income for the year |
TOTAL |
|---|---|---|---|---|---|---|
| Shareholders' equity as of 31 December 2015 | 219,259,626 | 102,492,980 | -487,567 246,243,765 111,772,650 | 679,281,454 | ||
| Net income for the period | 24,951,511 | 24,951,511 | ||||
| Total income and expenses recognised in the period | 0 | 0 | 0 | 0 | 24,951,511 | 24,951,511 |
| Transactions on treasury shares | 31,774 | -28,782 | 2,992 | |||
| Allocation of income | 111,772,650 -111,772,650 | 0 | ||||
| Reclassification - Maisons Du Monde | 1,426,343 | 1,426,343 | ||||
| Distribution of dividends to ordinary shareholders, May 2016 | -20,432,108 | -20,432,108 | ||||
| SHAREHOLDERS' EQUITY as of 30 June 2016 | 219,259,626 | 102,492,980 | -455,793 338,981,867 | 24,951,511 | 685,230,191 | |
| STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (in euros) |
Share capital | Share premiums |
Treasury shares |
Reserves | Net income for the year |
TOTAL |
| SHAREHOLDERS' EQUITY as of 30 June 2016 | 219,259,626 | 102,492,980 | -455,793 338,981,867 | 24,951,511 | 685,230,191 | |
| Net income for the period | 129,019,766 | 129,019,766 | ||||
| Total income and expenses recognised in the period | 0 | 0 | 0 | 0 129,019,766 | 129,019,766 | |
| Transactions on treasury shares | 129,450 | 74,618 | 204,068 | |||
| SHAREHOLDERS' EQUITY as of 31 December 2016 | 219,259,626 | 102,492,980 | -326,343 339,056,485 129,019,766 | 789,502,514 |
| (in euros) | Share capital | Share premiums |
Treasury shares |
Reserves | Net income for the year |
TOTAL |
|---|---|---|---|---|---|---|
| SHAREHOLDERS' EQUITY as of 31 December 2016 | 219,259,626 | 102,492,980 | -326,343 339,056,485 129,019,766 | 789,502,514 | ||
| Net income for the period | 6,344,594 | 6,344,594 | ||||
| Total income and expenses recognised in the period | 0 | 0 | 0 | 0 | 6,344,594 | 6,344,594 |
| Transactions on treasury shares | -118,917 | 85,227 | -33,690 | |||
| Allocation of income | 129,019,766 -129,019,766 | 0 | ||||
| Distribution of dividends to ordinary shareholders, May 2017 | -23,721,356 | -23,721,356 | ||||
| SHAREHOLDERS' EQUITY as of 30 June 2017 | 219,259,626 | 102,492,980 | -445,260 444,440,123 | 6,344,594 | 772,092,063 |
| 30 June 2017 | 31 December 2016 | 30 June 2016 | ||
|---|---|---|---|---|
| (in euros) | Note | 6 months | 12 months | 6 months |
| Investments | -31,444,039 | -194,035,316 | -161,034,519 | |
| Shareholder loans granted to portfolio companies | -1,077,341 | -22,440,323 | -1,487,834 | |
| Shareholder loans repaid by portfolio companies | 11,434,467 | 8,619,271 | 2,350,679 | |
| Total investments | -21,086,914 | -207,856,368 | -160,171,674 | |
| Divestment of equity investments | 133,673,379 | 205,040,489 | 146,903,218 | |
| Interest and other portfolio income received | 177,421 | 102,891 | 109,386 | |
| Dividends received | 1,058,898 | 1,350,373 | 138,873 | |
| Change in WCR | -80,791,257 | -20,789,752 | -6,952,769 | |
| Income received on marketable securities | 5,834 | 818,808 | 214,381 | |
| Cash flows from operating activities | 33,037,361 | -21,333,560 | -19,758,577 | |
| Dividends paid to ordinary shareholders | -23,721,356 | -20,432,108 | -20,432,108 | |
| AARC investment | 0 | 5,246 | 5,246 | |
| Apax France VIII-B capital calls | 0 | 71,514 | 63,654 | |
| Apax France IX-B capital calls | 341,862 | 303,031 | 303,031 | |
| Deposits and security deposits | 0 | -63,000 | 0 | |
| Transactions on treasury shares | 0 | 0 | -5,000 | |
| Amount attributable to the general partner and Class B shareholders | -15,268,690 | -5,801,751 | -5,801,751 | |
| Repayment of borrowings | -53,936,391 | -8,800,000 | -8,800,000 | |
| Issue of borrowings | 13,683,469 | 84,247,936 | 69,163,461 | |
| Cash flows from financing activities | -78,901,105 | 49,530,868 | 34,496,532 | |
| Net change in cash and cash equivalents | -45,863,746 | 28,197,309 | 14,737,955 | |
| Cash and cash equivalents at opening | 58,190,639 | 29,993,330 | 29,993,330 | |
| Cash and cash equivalents at closing | 6.8 | 12,326,896 | 58,190,639 | 44,731,285 |
Altamir (the "Company") is a French partnership limited 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.
Altamir presents its consolidated financial statements including the Apax France VIII-B private equity fund, in which it holds a 99.90% stake, the Apax France IX-B private equity fund, in which it holds a 99% stake, and Financière Hélios SASU, in which it holds a 100% stake.
Basis of preparation
a) Declaration of conformity
Pursuant to European Regulation 1606/2002 of 19 July 2002, Altamir's half-year 2017 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.
Altamir's half-year consolidated financial statements have been prepared in compliance with IAS 34 "Interim Financial Reporting". They do not include all information required for the preparation of the annual consolidated financial statements and must be read in conjunction with the consolidated financial statements for the financial year ended 31 December 2016, which appear in the Registration Document filed with the French Financial Market Authority (AMF) on 11 April 2017 under number D.17-0370.
The accounting rules and methods applied to the annual financial statements are identical to those used to prepare the consolidated financial statements for the financial year ended 31 December 2016 inasmuch as the new IFRSs (standards, amendments, or IFRIC interpretations) that became applicable on 1 January 2017 did not have an impact on the Group's consolidated financial statements. These consolidated financial statements cover the period from 1 January to 30 June 2017. They were approved by the Management Company on 4 September 2017.
The consolidated financial statements are prepared on a fair value basis for the following items:
The methods used to measure fair value are discussed in note 6.3.
c) Operating currency and presentation currency
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 affect 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 2018. The Company has credit lines totaling €60m, undrawn as of 30 June 2017, €12.3m in cash equivalents and €18.9m in other financial assets that the Company considers as cash. As an SCR, Altamir's debt may not exceed 10% of its statutory net asset value, i.e. €60.3m as of 30 June 2017.
6.3 Determination of fair value
Altamir uses principles of fair value measurement that are in accordance with IFRS 13:
Companies whose shares are traded on an active market ("listed").
The shares of listed companies are valued at the last stock market price, without adjustment, except for those cases set out in IFRS 13.
Companies whose shares are not traded on an active market ("unlisted"), but are valued based on directly or indirectly observable data. Observable data are prepared using market data, such as information published on actual events or transactions, and reflect assumptions that market participants would use to determine the price of an asset or liability.
An adjustment to level 2 data that has a significant impact on fair value may cause a reclassification to level 3 if it makes use of unobservable data.
Companies whose shares are not traded on an active market ("unlisted"), and are valued based on unobservable data.
6.4 Significant events during the year
The Company invested and committed €74.2m in H1 2017, which broke down as follows:
1) €68.6m in six new investments:
• lastly, a €0.6m adjustment for Unilabs, to which a commitment was made at the
end of 2016. The actual amount invested exceeded the announced figure (see next paragraph).
The Apax IX LP fund finalised the investment in Unilabs, to which a €9m commitment had been made the previous year.
The volume of sale proceeds and revenue realised or signed amounted to €94.2m, comprising sale proceeds of €93m and revenues of €1.2m.
The €94.2m primarily included:
The Company also finalised the sale of Unilabs, announced at the end of 2016, and received proceeds of €41.1m (vs. €41.2m announced at end-2016).
As announced at the annual results presentation, the Company renegotiated its overdraft lines, increasing them to €60m. As of 30 June 2017, these lines were undrawn.
Altamir received the proceeds from the sale of Altran shares through an accelerated bookbuilding in June 2017, amounting to €65m.
The Apax France IX fund finalised its acquisition of Ciprés.
The Apax VIII LP fund received the proceeds from the stock market listing of Evry.
The Apax IX LP fund finalised the acquisition of three companies, SafetyKleen and Syneron Candela, and announced the acquisition of ECi Software and ThoughtWorks, two US players in TMT, as well as Matchesfashion.com, a UK-based online luxury-fashion retailing.
| PORTFOLIO BREAKDOWN AS OF 30/06/2017 | |
|---|---|
| Level 1 - quoted on an active market | 167,533,627 |
| Level 2 - valuation based on techniques using observable market data |
585,029,201 |
| Level 3 - inputs not based on observable market data | 33,910,219 |
| 786,473,047 |
Changes in the portfolio during the year were as follows:
| (in euros) | Portfolio |
|---|---|
| Fair value as of 31 December 2016 | 874,582,756 |
| Investments | 31,444,039 |
| Changes in shareholder loans | (10,357,126) |
| Divestments | (130,103,126) |
| Changes in fair value | 20,906,503 |
| Fair value as of 30 June 2017 | 786,473,047 |
| Of which positive changes in fair value | 57,778,905 |
Of which negative changes in fair value (36,872,402)
Changes in the Level 3 investment portfolio during the year were as follows:
| (in euros) | Portfolio |
|---|---|
| Fair value as of 31 December 2016 | 33,108,795 |
| Acquisitions | - |
| Divestments | - |
| Changes in fair value | 801,424 |
| Fair value as of 30 June 2017 | 33,910,219 |
Changes in the Level 2 investment portfolio during the year were as follows:
| (in euros) | Portfolio | ||
|---|---|---|---|
| Fair value as of 31 December 2016 | 644,527,483 | ||
| Acquisitions | 17,113,896 | ||
| Divestments | (67,623,039) | ||
| Change of category from Level 2 to Level 1 | (8,140,000) | ||
| Changes in fair value | (849,140) | ||
| Fair value as of 30 June 2017 | 585,029,201 |
Valuation methods are based on the determination of fair value as described in paragraph 6.3.
| 30 June 2017 | 31 December 2016 | |
|---|---|---|
| % of listed instruments in the portfolio | 23.2% | 26.0% |
| % of listed instruments in NAV | 23.7% | 28.8% |
| (in euros) | 30 June 2017 | 31 December 2016 |
|---|---|---|
| Stage of development | ||
| LBO | 718,692,428 | 751,528,208 |
| Growth capital | 67,780,618 | 123,054,547 |
| Portfolio total | 786,473,047 | 874,582,756 |
| (in euros) | 30 June 2017 | 31 December 2016 |
| Industry | ||
| Business & Financial Services | 318,513,083 | 295,804,212 |
| Technology, Media and Telecom (TMT) | 220,707,202 | 285,004,496 |
| Retail & Consumer | 195,160,394 | 216,838,205 |
| Healthcare | 52,092,368 | 76,935,843 |
| Portfolio total | 786,473,047 | 874,582,756 |
Sundry current receivables mainly relate to a €66.1m receivable due from Altran, which was received in August 2017.
Other current financial assets mainly relate to an Allianz tax-efficient capitalisation fund valued at €16.1m using the amortised cost method, including capitalised interest.
This item broke down as follows:
| (in euros) | 30 June 2017 | 31 December 2016 | 30 June 2016 |
|---|---|---|---|
| Money-market funds " " |
376 | 376 | 376 |
| Time deposits | - | 5,000,833 | 29,073,731 |
| Cash on hand " " |
12,326,521 | 53,189,430 | 15,657,178 |
| Cash and cash equivalents | 12,326,896 | 58,190,639 | 44,731,285 |
| Bank overdraft | - | - | - |
| Cash shown in the statement of cash flows | 12,326,896 | 58,190,639 | 44,731,285 |
| 30 June 2017 | 31 December 2016 | |||||
|---|---|---|---|---|---|---|
| (number of shares) | Ordinary Shares | Class B shares |
Ordinary Shares | Class B shares |
||
| Shares outstanding at start of year | 36,512,301 | 18,582 | 36,512,301 | 18,582 | ||
| Shares outstanding at end of year | 36,512,301 | 18,582 | 36,512,301 | 18,582 | ||
| Shares held in treasury | 19,945 | 12,164 | 16,632 | 12,164 | ||
| Shares outstanding at end of year | 36,492,356 | 6,418 | 36,495,669 | 6,418 | ||
| NAV per ordinary share | 21.16 | 21.63 | ||||
| (cons. shareholders' equity/ordinary shares) | ||||||
| 30 June 2017 | 31 December 2016 | |||||
| (euros) | Ordinary Shares | Class B shares |
Total | Ordinary Shares | Class B shares |
Total |
| Par value at end of year | 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 2017 for the financial year 2016 was €0.65 per ordinary share outstanding (excluding treasury shares). The NAV per ordinary share (excluding treasury shares) was €21.16 as of 30 June 2017 (€21.63 per share as of 31 December 2016).
6.10 Amount attributable to general partner and Class B shareholders
This item broke down as follows:
| (in euros) | 30 June 2017 | 31 December 2016 |
|---|---|---|
| Amount attributable to general partner and Class B shareholders | 29,580,020 | 44,010,653 |
| Class B warrants | - | - |
| Total amount attributable to general partner and Class B shareholders | 29,580,020 | 44,010,653 |
The Class B warrants expired on 29 November 2016.
The change in the amount attributable to the general partner and Class B shareholders during the year is detailed below:
| (in euros) | 30 June 2017 | 31 December 2016 |
|---|---|---|
| At opening " " |
44,010,653 | 39,139,995 |
| Amount paid during the financial year " " |
(15,268,690) | (5,801,751) |
| Amount attributable to general partner and Class B shareholders on earnings of the period |
838,057 | 10,672,409 |
| Amount attributable to general partner and Class B shareholders | 29,580,020 | 44,010,653 |
6.11 Amount attributable to Apax France VIII-B/Apax VIII LP/Apax France IX-B Class C unitholders
This line item relates to unrealised capital gains owing to Class C unitholders of Apax France VIII-B, Apax VIII LP and Apax France IX-B of €29.8m, €4.9m and €2.7m, respectively, based on these funds' performance. These liabilities are due in more than one year.
As of 30 June 2017, this line item primarily included debts to Apax France IX-B (€10.4m) and Apax IX LP (€16.6m), corresponding to investments made that Altamir has not yet been asked to fund. This line item also includes €17m outstanding under the line of credit used by Apax France VIII-B.
| (in euros) | 30 June 2017 | 30 June 2016 |
|---|---|---|
| Sale price | 133,673,379 | 146,903,218 |
| Fair value at start of year | 130,103,126 | 121,048,382 |
| Impact on income | 3,570,253 | 25,854,836 |
| Of which positive price spread on divestments | 6,392,004 | 26,727,663 |
| Of which negative price spread on divestments | (2,821,750) | (872,828) |
| 6.14 Other portfolio income | ||
|---|---|---|
| ----------------------------- | -- | -- |
| (in euros) | 30 June 2017 | 30 June 2016 |
|---|---|---|
| Interest and other portfolio income received | 177,421 | 109,386 |
| Dividends | 1,058,898 | 138,873 |
| Total | 1,236,319 | 248,258 |
6.15 Purchases and other external expenses (including VAT)
Purchases and other external expenses broke down as follows:
| (in euros) | 30 June 2017 | 30 June 2016 | 30 June 2015 | 30 June 2014 |
|---|---|---|---|---|
| Direct fees (incl. Tax) : (1) | 5,409,626 | 4,601,951 | 5,509,207 | 4,939,823 |
| Altamir Gérance management fees (excl. Tax) | 3,213,240 | 2,922,013 | 3,651,894 | 3,282,945 |
| Non-recoverable VAT on Altamir Gérance management fees | 642,648 | 584,403 | 730,379 | 656,589 |
| Other fees and expenses (incl. Tax) | 1,553,739 | 1,095,535 | 1,126,934 | 1,000,289 |
| * including fees related to the portfolio | 28,387 | 934 | 93,945 | 92,605 |
| * including recharges for services, administration and investor relations |
381,382 | 425,169 | 311,727 | 353,129 |
| * including fees related to overdraft lines | 422,223 | 70,272 | 309,313 | 62,490 |
| Indirect fees (incl. tax): | 7,835,390 | 4,237,763 | 3,893,978 | 3,626,119 |
| Apax France VIII-B, Apax VIII LP, Phénix, Apia Vista, Apax France IX-B and Apax IX LP management fees |
6,052,286 | 1,923,834 | 3,002,331 | 2,984,349 |
| Other Apax France VIII-B, Apax VIII LP, Phenix, Apia Vista, Apax France IX-B and Apax IX LP expenses |
1,783,104 | 2,313,929 | 891,646 | 641,769 |
| TOTAL EXPENSES AND EXTERNAL PURCHASES (2) | 13,245,017 | 8,839,714 | 9,403,185 | 8,565,942 |
| Direct investments at cost | ||||
| Subscription commitments in the Apax funds | 175,342,483 | 247,793,608 | 301,027,081 | 317,572,515 |
| 803,776,407 | 417,176,379 | 339,720,000 | 339,720,000 | |
| CAPITAL COMMITTED AND INVESTED | 979,118,890 | 664,969,987 | 640,747,081 | 657,292,515 |
| (1) / Average NAV. | 0.74% | 0.67% | 0.85% | 0.85% |
| (2) / Average capital committed and invested | 1.61% | 1.35% | 1.45% | 1.29% |
As of 30 June 2017, direct fees represented 0.74% of average NAV, and total fees represented 1.61% of average committed and invested capital.
The management fees of €3.9m (including VAT) invoiced by the Management Company were calculated pursuant to Article 17.1 of the Company's Articles of Association. This amount is stable compared with 30 June 2016 and lower than on 30 June 2015 because fees invoiced by the new Apax France IX-B and Apax IX LP funds were deducted.
The other fees and expenses of €1.6m (including VAT) included:
These costs were higher than those of H1 2016, mainly due to the setup of a new banking pool.
Indirect fees rose from €4.2m to €7.8m as a result of the subscription to the two new funds, Apax France IX-B and Apax IX LP. The period ended on 30 June 2016 only included three months of fees for the Apax France IX-B fund and one month for the Apax IX LP fund, versus six months of fees for each of the two funds during the period ended on 30 June 2017.
The balance of €1.2m corresponded to the 3% tax paid on dividends distributed in 2017 with respect to the 2016 financial year.
Other expenses of €0.3m related to attendance fees paid in 2017 in respect of 2016.
This item related to interest earned or accrued in the second half of 2017 on time deposits and moneymarket mutual funds (SICAVs). The expected return on these investments in 2017 is 0.31%.
Financial income corresponded primarily to a €217k change in the unrealised gain on the Allianz taxefficient capitalisation fund.
This line item primarily corresponded to interest paid on the drawn credit lines and on the bank overdraft.
The weighted average number of shares outstanding reflects the exclusion of treasury shares.
| Basic earnings per share | 30 June 2017 | 30 June 2016 |
|---|---|---|
| Numerator (in euros) | ||
| Income for the period attributable to ordinary shareholders | 6,344,594 | 24,951,511 |
| Denominator | ||
| Number of shares outstanding at start of year | 36,512,301 | 36,512,301 |
| Effect of treasury shares | (18,289) | (33,714) |
| Effect of capital increase | - | - |
| Weighted average number of shares during the year (basic) | 36,494,012 | 36,478,588 |
| Earnings per share (basic) | 0.17 | 0.68 |
| Earnings per share (diluted) | 0.17 | 0.68 |
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 €3,855,888 including tax in the first half of 2017 (€6,949,859 including tax in all of 2016).
The amount remaining payable as of 30 June 2017 was €80,757 (€93,742 as of 31 December 2016). The amount receivable as of 30 June 2017 was €80,663 (no amount receivable as of 31 December 2016).
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 allowed under IAS 28, but they constitute related parties. The closing balances and transactions for the year with these companies are presented below:
| (in euros) | 30 June 2017 | 30 June 2016 |
|---|---|---|
| Income statement | ||
| Valuation differences on divestments during the period | (4,347,403) | 7,637,209 |
| Changes in fair value | 13,462,857 | 21,513,139 |
| Other portfolio income | - | - |
| Balance sheet | 30 June 2017 | 30 June 2016 |
| Investment portfolio | 387,905,212 | 395,415,392 |
|---|---|---|
| Sundry receivables | 1,186,909 | 2,394,636 |
Attendance fees paid in 2017 to members of the Supervisory Board with respect to 2016 totalled €249,970.
The contingent liabilities of the Company broke down as follows:
| (in euros) | 30/06/2017 | 31/12/2016 | |
|---|---|---|---|
| Irrevocable purchase obligations (investment commitments) | 0 | 172,514 | |
| Other long-term obligations (liability guarantees and other) Total |
6,184,051 6,184,051 |
6,184,051 6,356,565 |
|
| Altamir's investment commitments in Apax France VIII-B | 16,877,068 | 16,877,068 | |
| Altamir's investment commitments in Apax France IX-B | 242,065,645 | 295,950,000 | |
| Altamir's investment commitments in Apax IX EUR LP | 133,170,000 | 138,000,000 | |
| Altamir's investment commitments in Apia Ciprés | 10,000,000 | 0 | |
| Total | 408,296,764 | 457,183,633 |
The tables above show the subscription commitments not yet called as of 30 June 2017 and as of 31 December 2016.
Altamir has committed to investing €276.7m in Apax France VIII-B. As of 30 June 2017, the amount invested was €259.8m.
Altamir committed to invest €60m in Apax VIII LP. As of 30 June 2017, the total amount had been invested.
Altamir has committed to invest between €226m and €306m in Apax France IX-B. As of 30 June 2017, the amount called was €63.8m. However, the fund continues to draw down on credit lines to finance its investments. As of 30 June 2017, €46.3m had been invested or committed but not called. This amount included €37.2m related to the Ciprès acquisition, which was finalised in early July.
Altamir has committed to invest €138m in Apax IX LP. As of 30 June 2017, the total amount called was €4.8m. Since the fund also uses credit lines, €30m was committed or invested in six new investments made in 2017, for which the capital was not called.
Altamir has committed to invest €10m in Apia Ciprés, co-investment vehicle for Ciprès. As of 30 June 2017, no amount had been called.
Furthermore, a portion of the distributions paid by the Apax VIII LP fund can be called back by the management company to meet the funds' cash requirements, principally for follow-on investments in their portfolios. This amount was €5.4m for Apax VIII LP as of 30 June 2017.
As part of the divestment of Buy Way, Altamir provided a guarantee, capped at 15% of the sale price, i.e. €6,184,051, in order to meet any third-party claims, and to cover the sellers' filings and any tax risks.
| Companies | Commitments as of 31/12/2016during the period commitments |
Investments | Cancellation of as of 30/06/17 |
New commitments as of 30/06/17 |
Commitments as of 30/06/17 |
|---|---|---|---|---|---|
| Listed securities Investment commitment in Altimus Unlisted securities |
172,514 | 172,514 | 0 | 0 | 0 |
| Total | 172,514 | 172,514 | 0 | 0 | 0 |
(b) Liability guarantees and other commitments
None.
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.
In terms of sensitivity, a 10% or 20% drop in the average market prices of these listed securities compared to the calculation performed on 30 June 2017 would trigger no collateral call for Altamir.
A commitment was given to certain managers of THOM Europe, Snacks Développement and InfoVista to repurchase their shares and obligations in the event of their departure. These commitments were not material as of 30 June 2017.
Altamir provided a sale commitment to Financière Royer covering all of the shares of the Royer group, exercisable between 1 January 2015 and 3 January 2019.
Financière Royer provided a purchase commitment to Altamir covering all of the shares of the Royer group, exercisable between 1 January 2015 and 31 December 2018.
As part of the sale of Buy Way to Chenavari Investment Managers, two potential earn-outs based on insurance revenues may be received. Altamir has asked Chenavari Investment Managers to pay the first earn-out.
• Securities pledged to Transatlantique Bank:
As of 30 June 2017, 1,111,111,112 A units in the Apax France VIII-B fund were pledged against a credit line of €8m, undrawn as of 30 June 2017.
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 2016.
• Securities pledged to LCL Bank (banking pool with LCL, BNP, Neuflize OBC, HSBC and Palatine Bank):
As of 30 June 2017, 6,141,732,283 A units in the Apax France VIII-B fund and one A unit in the Apax France IX-B fund were pledged to the banking pool against a credit line of €52m, undrawn as of 30 June 2017.
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 2016.
• Securities pledged to ECAS:
As part of the acquisition of the INSEEC group, the Apax France VIII-B fund has pledged all of the financial instruments that it holds in Insignis SAS and Insignis Management SAS to the lenders of the LBO debt represented by ECAS as Agent.
• Securities pledged to ABN AMRO:
As part of the acquisition of Amplitude, the Apax France VIII-B fund has pledged all of the financial instruments that it holds to ABN AMRO.
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