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CapMan Oyj — Interim / Quarterly Report 2011
Nov 3, 2011
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Interim / Quarterly Report
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CapMan Plc Group's Interim Report, 1 January - 30 September 2011
CapMan Plc Group's Interim Report, 1 January - 30 September 2011
CapMan Plc Stock Exchange Release - 3 November 2011 at 9.00 a.m. EET
CapMan Plc Group's Interim Report, 1 January - 30 September 2011
Performance during the review period:
- Group turnover totalled MEUR 25.6 (January-September 2010: MEUR 29.7).
- The Group's operating profit was MEUR 11.0 (MEUR 6.0).
- The Management Company business recorded an operating profit of MEUR 1.2 (MEUR
4.6). The Fund Investment business recorded an operating profit of MEUR 9.8
(MEUR 1.3), of which exits accounted for approximately half. - Profit before taxes was MEUR 14.0 (MEUR 8.6) and profit after taxes was MEUR
10.5 (MEUR 7.0). - Profit attributable to the owners of the parent company was MEUR 10.3 (MEUR
6.8). Earnings per share were 10.1 cents (5.9 cents). - Capital under management as of 30 September 2011 totalled MEUR 3,315.1 (30
September 2010: MEUR 3,578.3). A total of MEUR 30 of new capital was raised for
the CapMan Mezzanine V fund after the review period, and the fund's size now
stands at MEUR 90. - Our guidance for 2011 remains unchanged. We expect CapMan's operating profit
for 2011 to exceed the 2010 operating profit, mainly as a result of positive
development in CapMan's own fund investments. CapMan recorded an operating
profit of MEUR 6.3 excluding non-recurring items in 2010. Our guidance assumes
that developments in the fair value of CapMan's own fund investments will be
neutral during the fourth quarter.
CEO Lennart Simonsen:"CapMan's performance and the development of our funds' portfolio companies and
properties were good during the review period. The volume of deal flow continues
to remain at a good level and our funds continue to have several exit processes
ongoing both for portfolio companies and real estate properties. The unease
affecting the financial markets has had only a limited effect on our operations
so far. Following the exits made during the review period, CapMan has a good
financial position supported by 59.9% equity ratio. The visibility for the
remaining part of 2011 and early 2012 is weak at the moment and, if continued,
the uncertain market situation could delay our exits and reduce the availability
of bank financing for M&A transactions and funding the development of our
portfolio companies. After the review period we have successfully raised MEUR
30 of new capital to the CapMan Mezzanine V fund. Our next significant
fundraising rounds are scheduled for 2012."
Business operations
CapMan is a private equity fund manager operating in the Nordic countries and
Russia, and it also makes investments in its own funds. The guiding principle
for the investment activities of the funds managed by CapMan is to work actively
and directly towards increasing the value of investments. The Group has two
operating segments: a Management Company business and a Fund Investment
business.
Income from the Management Company business is derived from management fees paid
by funds and carried interest received from funds. Management fees normally
cover the company's operating costs and generally represent a steady and highly
predictable source of income.
Income from the Fund Investment business comes from changes in the fair value of
investments and realised returns on CapMan's own fund investments. Depending on
the development of funds' investments and the general market situation, these
can have a significant positive or negative impact on the Group's result.
As there may be considerable quarterly fluctuations in carried interest and the
fair value of fund investments, the Group's financial performance should be
analysed over a longer time span than the quarterly cycle.
Group turnover and result in January - September 2011
The Group's turnover decreased during the first three quarters of 2011 compared
to January-September 2010 and totalled MEUR 25.6 (MEUR 29.7). This was
attributable to lower management fees compared to 2010. Operating expenses were
MEUR 25.4 (MEUR 25.4).
The Group's operating profit rose to MEUR 11.0 (MEUR 6.0). Financial income and
expenses amounted to MEUR 0.2 (MEUR 0.2). CapMan's share of the profit of its
associated companies was MEUR 2.8 (MEUR 2.5). Profit before taxes was MEUR 14.0
(MEUR 8.6) and profit after taxes was MEUR 10.5 (MEUR 7.0).
Profit attributable to the owners of the parent company was MEUR 10.3 (MEUR
6.8). Earnings per share were 10.1 cents (5.9 cents).
A quarterly breakdown of turnover and profit, together with turnover, operating
profit/loss, and profit/loss by segment for the review period, can be found in
the Tables section of this report.
Management Company business
Turnover generated by the Management Company business during the review period
totalled MEUR 25.6 (MEUR 29.7). Management fees decreased, as expected, compared
to the same period last year and totalled MEUR 20.7 (MEUR 25.2). This was
attributable to exits made after the comparable period in question and the
decision made in the last quarter of 2010 to reduce the size of the CapMan
Technology 2007 fund.
No income was generated from real estate consulting during the third quarter
following the sale of the business. Consulting income during the review period
as a whole totalled MEUR 1.0 (MEUR 1.2). The aggregate total of management fees
and income from real estate consulting was MEUR 21.7 (MEUR 26.4).
Carried interest income totalled MEUR 3.0 and came mainly from the Finnventure V
fund following the exit from Å&R Carton and from the Finnmezzanine III B fund
following its transfer to carry after its exit from OneMed Group. Carried
interest income during the review period totalled MEUR 2.6.
The Management Company business recorded an operating profit of MEUR 1.2 (MEUR
4.6) and a profit of MEUR 1.0 (MEUR 4.0). The status of the funds managed by
CapMan is presented in more detail in Appendix 1.
Fund Investment business
Fair value changes related to fund investments during the first three quarters
of 2011 were MEUR 10.2 (MEUR 1.7) and represented a 16.8% increase in value over
the period (a 2.7% increase in value during the comparable period last year).
Fair value development was good despite the negative development in the fair
value of listed peer companies during the review period, which forms part of the
valuation criteria applied to CapMan's portfolio companies. This positive
development was the result of good financial progress in portfolio companies
during 2011. Completed exits accounted for approximately half of fair value
changes. The aggregate fair value of fund investments as of 30 September 2011
was MEUR 67.7 (30 September 2010: MEUR 62.7).
Operating profit for the Fund Investment business was MEUR 9.8 (MEUR 1.3) and
profit for the period MEUR 9.5 (MEUR 3.0). CapMan's share of the result of its
Maneq associated companies impacted profit performance. Changes in the fair
value of investments made by Maneq funds impacted the performance of Maneq
companies.
CapMan made new investments in its funds totalling MEUR 10.6 (MEUR 7.8) during
the review period. The majority of these were made in CapMan Buyout IX and
CapMan Public Market funds. CapMan received distributions from funds totalling
MEUR 18.3 (MEUR 5.9). The majority of this capital was received from the CapMan
Buyout VIII fund following its exit from OneMed Group and Proxima. CapMan did
not make any new commitments to funds during the review period.
The amount of remaining commitments totalled MEUR 23.9 as of 30 September 2011
(30 September 2010: MEUR 39.7). The aggregate fair value of existing investments
and remaining commitments as of the same date was MEUR 91.6 (MEUR 102.4).
CapMan's objective is to invest 1-5% of the original capital in the new funds
that it manages, depending on fund size, fund demand, and CapMan's own
investment capacity.
Investments in portfolio companies are valued at fair value in accordance with
the International Private Equity and Venture Capital Valuation Guidelines
(IPEVG), while real estate assets are valued in accordance with the value
appraisals of external experts, as detailed in Appendix 1. Fair value changes
have no impact on the Group's cash flows.
Investments at fair value and remaining investment capacity by investment area
are presented in the Tables section.
Balance sheet and financial position as of 30 September 2011
CapMan's balance sheet totalled MEUR 150.6 as of 30 September 2011 (30 September
2010: MEUR 146.4). Non-current assets amounted to MEUR 109.2 (MEUR 117.4), of
which the carrying amount of goodwill totalled MEUR 6.2 (MEUR 10.2). A goodwill
write-down of approximately MEUR 0.2 was made as a result of the sale of the
real estate consulting business. Goodwill was also lower compared to the
comparable period last year as a result of the write-down related to the
reorganisation of technology operations booked in the last quarter of 2010.
Fund investments booked at fair value totalled MEUR 67.7 (MEUR 62.7). Long-term
receivables amounted to MEUR 19.4 (MEUR 26.1), of which MEUR 18.5 (MEUR 25.4)
were loan receivables from Maneq funds. Both CapMan Plc and CapMan personnel are
investors in Maneq funds. The expected returns from CapMan's Maneq investments
are broadly in line with the return expectations for CapMan's other investments
in its own funds, and Maneq funds pay market rate interest on loans they receive
from CapMan Plc.
Current assets amounted to MEUR 37.9 (MEUR 29.0). Liquid assets (cash in hand
and at banks, plus other financial assets at fair value through profit and loss)
increased as a result of the OneMed and Proxima exists made during the review
period, and amounted to MEUR 32.0 (MEUR 22.1).
The size of CapMan's hybrid bond stands at MEUR 29.0. Due to the dividends paid,
the interest on the bond for the financial year is deducted from equity in line
with the terms of the loan. The interest on the bond is payable semi- annually.
CapMan Plc had a bank financing package totalling MEUR 44.4 (MEUR 50.6)
available as of 30 September 2011, of which MEUR 34.4 (MEUR 40.6) was utilised.
Trade and other payables totalled MEUR 24.1 (MEUR 21.4). The Group's interest-
bearing net debts amounted to MEUR 3.1 (MEUR 19.8).
The Group's cash flow from operations totalled MEUR 1.0 (MEUR 12.3). Income from
fund management fees is paid semi-annually, in January and July, and is shown
under working capital in the cash flow statement. Cash flow from investments
totalled MEUR 15.4 (MEUR -1.4) and is related to fund investments and repaid
capital received by the company. Cash flow before financing totalled MEUR 16.4
(MEUR 10.9), while cash flow from financing was MEUR -18.8 (MEUR -7.7). Cash
flow from financing includes the dividend paid to shareholders in April, which
totalled MEUR 10.3.
Key figures as of 30 September 2011
CapMan's equity ratio as of 30 September 2011 was 59.9% (30 September
2010: 57.3%). Return on equity was 15.7% (11.9%) and return on investment was
15.9% (10.6%). The target level for the company's equity ratio is at least 60%
and over 20% for return on equity.
Key figures
30.9.11 30.9.10 31.12.10
Earnings per share, cents 10.1 5.9 17.7
Earnings per share, diluted, cents 9.9 5.9 17.7
Shareholders' equity / share, cents* 103.3 94.4 107.7
Share issue-adjusted number of shares 84,255,467 84,255,467 84.255,467
Number of shares as of 30.9 84,281,766 84,281,766 84.281,766
Number of shares outstanding 84,255,467 84,255,467 84,255,467
Number of company shares held by CapMan as of
30.9 26,299 26,299 26.299
Return on equity, % p.a.* 15.7 11.9 20.8
Return on investment, % p.a. 15.9 10.6 19.7
Equity ratio, % 59.9 57.3 58.5
Net gearing, % 3.6 24.8 7.3
* In line with IFRS standards, the MEUR 29.0 hybrid bond has been included in
equity when calculating equity per share and return on equity. The net interest
on the hybrid bond for the review period has been included when calculating
earnings per share.
Fundraising during the review period and capital under management as of 30
September 2011
Capital under management refers to the remaining investment capacity of funds
and capital already invested at acquisition cost. Capital increases as
fundraising for new funds progresses and declines as exits are made.
Globally, the overall amount of capital raised for new funds has been at a
significantly low level during 2011. The market is expected to continue to
remain challenging.* CapMan continued fundraising for its CapMan Mezzanine V
fund during the review period, and the size of the fund rose after the review
period in October from MEUR 60 to MEUR 90. CapMan also initiated fundraising
preparations for a Nordic real estate fund. CapMan's next significant new
fundraising rounds will take place in 2012.
The operations of the Skandia II fund, part of the Fenno Programme, ended during
the review period when it exited its last remaining investment, Å&R Carton.
Capital under management decreased following the exits made after the comparable
period last year and the decision made in the last quarter of 2010 to reduce the
size of the CapMan Technology 2007 fund, and totalled MEUR 3,315.1 as of 30
September 2011 (30 September 2010: MEUR 3,578.3). Of this, MEUR 1,599.1 (MEUR
1,850.5) was held in funds making investments in portfolio companies and MEUR
1,716.0 (MEUR 1,727.8) in real estate funds.
Funds under management and their investment activities are presented in more
detail in Appendices 1 and 2.
Board authorisations
The AGM authorised the Board to purchase CapMan B shares and accept them as
pledges, to decide on a share issue, as well as the issuance of special rights
entitling holders to shares. These authorisations will remain in force until 30
September 2012 and their content is covered in more detail in the stock exchange
release related to the decisions adopted by the AGM issued on 30 March 2011.
Personnel
CapMan employed a total of 127 people as of 30 September 2011 (30 September
2010: 149), of whom 82 (102) worked in Finland and the remainder in the other
Nordic countries, Russia, and Luxembourg. Personnel numbers dropped in the
period under review mainly as a result of the sale of the real estate consulting
business. A breakdown of personnel by country and team is presented in the
Tables section.
Shares and share capital
There were no changes in either CapMan Plc's share capital or the number of
shares during the review period. Share capital as of 30 September 2011 totalled
EUR 771,586.98. The number of B shares totalled 78,281,766 and the number of A
shares 6,000,000.
B shares entitle holders to one vote per share and A shares to 10 votes per
share.
Shareholders
The number of CapMan Plc shareholders increased by over 10% from the comparable
period last year and totalled 5,512 as of 30 September 2011 (30 September
2010: 4,928). No flagging notices were issued during the review period.
Company shares
As of 30 September 2011, CapMan Plc held a total of 26,299 CapMan Plc B shares.
There were no changes in the number of shares held by CapMan Plc during the
review period.
Stock option programmes
As of 30 September 2011, CapMan Plc had one stock option programme in place -
Option Programme 2008 - as part of incentive and commitment arrangements for
personnel. The maximum number of stock options issued under Option Programme
2008 will be 4,270,000, which will carry an entitlement to subscribe to a
maximum of 4,270,000 new B shares. The programme is divided into A and B series,
both of which cover a maximum of 2,135,000 option entitlements. The share
subscription price of the 2008A options is EUR 2.53 and of the 2008B option EUR
0.96. The subscription period for 2008A options started on 1 May 2011 and for
2008B options will start on 1 May 2012. Receivables from shares subscribed to
using these options will be entered in the company's invested unrestricted
shareholders' equity. As of the end of September 2011, 1,811,500 2008A stock
option entitlements and 1,630,000 2008B stock option entitlements were
allocated.
Trading and market capitalisation
CapMan Plc's B shares closed at EUR 1.07 on 30 September 2011 (30 September
2010: EUR 1.42). The average price during the review period was EUR 1.52 (EUR
1.60). The highest price paid was EUR 1.84 (EUR 1.98) and the lowest EUR 0.90
(EUR 1.28). The number of CapMan Plc B shares traded during the first half of
2011 was clearly higher than in the comparable period last year, with a total of
13.3 million (9.0 million) shares traded, valued at MEUR 20.5 (MEUR 14.4).
The market capitalisation of CapMan Plc B shares as of 30 September 2011 was
MEUR 83.8 (MEUR 111.2). The market capitalisation of all company shares,
including A shares valued at the closing price of B shares, was MEUR 90.2 (MEUR
119.7).
Other events during the review period
CapMan sold its real estate consulting business to the business' management at
the end of June. The transaction will not have a substantive impact on CapMan's
2011 result. Following the divestment, CapMan Real Estate will focus on managing
the company's real estate funds. CapMan Partner Mika Matikainen was appointed
Head of the CapMan Real Estate team as of 1 July 2011.
CapMan acquired Corintium Oy's 20% stake in the managing companies of CapMan's
current real estate funds at the end of June and now owns these companies in
full. These transactions will not have a substantive impact on CapMan's result
for 2011 or the administration and carried interest agreements related to
existing real estate funds.
CapMan signed a partnership agreement in September with NEP Partners, a real
estate investment and management company founded in 2005 that operates mainly on
the Swedish market. The aim of the new partnership agreement is to extend CapMan
Real Estate's operations to the broader Nordic market, and consequently CapMan
has initiated fundraising preparations for establishing a Nordic real estate
private equity fund.
Events after the end of the review period
As a result of share transactions by shareholders of CapMan Plc's A shares on 6
October 2011, the Ilmarinen Mutual Pension Insurance Company's share of the
total number of shares and voting rights in CapMan Plc has exceeded 5%, Ari
Tolppanen's and Oy Aristo-Invest Ab's combined share of the total number of
shares in CapMan Plc has fallen below 10% and their combined share of voting
rights in CapMan Plc has exceeded 20%, Heikki Westerlund's and Heiwes Oy's
combined share of the voting rights in CapMan Plc has exceeded 10%, and CapMan
Partners B.V.'s share of the total number of shares and voting rights in CapMan
Plc has fallen below 5%. The flagging announcements associated with these
changes in ownership were published on 6 October 2011.
Significant risks and short-term uncertainties
CapMan's Management Company business is generally profitable on an annual basis,
but a major element of uncertainty is associated with forecasting the company's
overall financial performance because of the timing of revenue generated from
possible carried interest and the development of the fair value of fund
investments. Should the current uncertainty surrounding general economic
developments continue and the negative development affecting the stock market
prove long-lasting, they will impact CapMan's operations through a weakening of
the exit market and a decline in the fair value of CapMan's own fund
investments.
If prolonged, the uncertainty in the market is also likely to impact fundraising
by reducing fund investors' willingness to make new commitments as a result of
postponed distributions and the denominator affecting allocations between
different asset classes. The fundraising environment is expected to remain
challenging for at least the next 12 months, which could impact the outcome of
fundraising during this period. The EU's Basel III and Solvency II legislative
initiatives may limit the ability of European banks and insurance companies to
invest in private equity funds. This could also impact CapMan's fundraising and
the amount of capital that it has under management, as well as any new
management fees that CapMan might receive.
Business environment
Long-term growth prospects in the demand for private equity funds continue to
remain good, but the financial recession and its impact have clearly slowed
growth in the private equity industry. It is unclear how the current market
uncertainty will affect investors' willingness to make new commitments in the
coming months. International investor interest is currently focused primarily on
small and mid-cap buyout funds.*
Private equity has consolidated its position in financing M&A activities and
growth, and continues to focus typically on sector consolidation, family
successions, and the privatisation of public services and functions. Real estate
funds, for their part, have gained an established share of institutional
investors' investment allocations.
CapMan funds investing in portfolio companies will continue to implement their
investment strategies. Bank financing for M&A and real estate investments has
been at a good level in the Nordic countries, and the volume of deal flow has
remained good across all CapMan's investment areas. Continued financial turmoil
may decrease the visibility of both deal flow and bank financing during the
latter part of the year. The portfolios of our funds contain a number of
investments that CapMan is now ready to exit from.
The development of our portfolio companies during the review period was largely
good, and profit and growth projections for 2011 are mainly positive. In
accordance with IPEVG criteria, the fair value development of portfolio
companies will also be impacted by how the profit projections and market
valuations of listed companies develop and by how the currencies used in our
areas of operations perform against the euro. We plan to keep sufficient
reserves in our funds to support the growth and financing of our companies.
Long-term cooperation with the Nordic banks is particularly important for us,
and has worked well.
In the real estate market, a significant proportion of transactions in recent
years have taken place between Finnish, mainly institutional investors.
International investor interest in the Finnish real estate market is clearly
increasing, although to date it has mainly focused on prime properties with a
lower risk ratio. Demand for the prime properties remained good during the third
quarter. The total number of real estate transactions has remained relatively
low, however, because of the small number of prime properties on offer and the
caution shown by investors towards non-prime locations. We expect the number of
real estate transactions, including those in the latter category, to increase
somewhat during the last quarter of 2011 and during 2012, particularly as a
result of the imbalance between supply and demand in lower-risk properties and
the attractive returns offered by non-prime properties. Occupancy rates for
office premises have generally continued to be satisfactory. Growth in the
retail sector continued to be strong during the third quarter, which was
positively reflected in shopper numbers and sales at large shopping centres.
CapMan funds investing in portfolio companies have some MEUR 545 available for
making new and add-on investments, while real estate funds have an investment
capacity of approximately MEUR 300, mainly for developing their existing
portfolios.
The European Directive on Alternative Investment Fund Managers (AIFM directive)
came into force on 21 July 2011, after which member states will have 24 months
to integrate it into national legislation. The directive stipulates an operating
license for participants, as well as other significant requirements, including
fund investor and authority reporting. Thanks to its organisation and operating
model, CapMan is in a good position to operate within the requirements of these
new regulations.
Future outlook
Management fees are expected to fall behind 2010 levels in 2011 as a result of
exits reducing the management fee base and significant new fundraising rounds
taking place primarily in 2012. Following restructuring carried out in 2010,
operating expenses will decrease, but proportionally to a lesser extent than
management fees. CapMan will continue to develop its organisation to ensure
growth in its key investment partnerships. Management fees will not fully cover
our operating expenses in 2011.
Exit negotiations are under way in respect of a number of companies and
properties in the portfolios of CapMan funds. We expect the CapMan Equity VII A,
B, and Sweden funds, as well as the Finnmezzanine III A fund, to transfer to
carry during 2011-2012. The development of the fair value of fund investments
will depend on the development of portfolio companies and the general market
situation.
Our guidance remains unchanged and we expect our operating profit for 2011 to
exceed our 2010 operating profit, mainly as a result of positive development in
CapMan's own fund investments. CapMan recorded an operating profit of MEUR 6.3
excluding non-recurring items in 2010.
Our guidance assumes that developments in the fair value of CapMan's own fund
investments will be neutral during the last quarter of this year.
The CapMan Plc Group will publish its Financial Statements Bulletin for 2011 on
Friday, 3 February 2012.
Helsinki, 3 November 2011
CAPMAN PLC
Board of Directors
Further information:
Lennart Simonsen, CEO, tel. +358 207 207 567 or +358 400 439 684
Niko Haavisto, CFO, tel. +358 207 207 583 or +358 50 465 4125
Distribution:
NASDAQ OMX Helsinki
Principal media
www.capman.com
* The Preqin Private Equity Quarterly, Q3 2011
Appendices (after the Tables section):
Appendix 1: CapMan Plc Group's funds under management as of 30 September 2011,
MEUR
Appendix 2: Operations of CapMan's funds under management, 1 January - 30
September 2011
Accounting principles
The Interim Report has been prepared in accordance with the International
Financial Standards (IFRS) and is in conformity with the accounting policies
published in the 2010 financial statements. The revised and amended standards
that came into force on 1 January had no impact on this report. The information
presented in the Interim Report is un-audited.
GROUP STATEMENT OF COMPREHENSIVE INCOME (IFRS)
€ ('000) 1-9/11 1-9/10 1-12/10
Turnover 25,608 29,662 38,150
Other operating income 641 65 22,963
Personnel expenses -16,374 -15,644 -25,241
Depreciation and amortisation -633 -661 -884
Impairment of goodwill 0 0 -3,839
Other operating expenses -8,418 -9,096 -12,835
Fair value gains / losses of investments 10,220 1,652 2,707
Operating profit 11,044 5,978 21,021
Financial income and expenses 213 163 560
Share of associated companies' result 2,753 2,480 2,358
Profit before taxes 14,010 8,621 23,939
Income taxes -3,499 -1,593 -6,383
Profit for the period 10,511 7,028 17,556
Other comprehensive income:
Translation differences 1 313 461
Total comprehensive income 10,512 7,341 18,017
Profit attributable to:
Equity holders of the company 10,323 6,790 17,328
Non-controlling interests 188 238 228
Total comprehensive income attributable to:
Equity holders of the company 10,324 7,103 17,789
Non-controlling interests 188 238 228
Earnings per share for profit attributable
to the equity holders of the Company:
Earnings per share, cents 10.1 5.9 17.7
Diluted, cents 9.9 5.9 17.7
Accrued interest payable on the hybrid loan for the review period has been taken
into account when calculating earnings per share.
GROUP BALANCE SHEET (IFRS)
€ ('000) 30.9.11 30.9.10 31.12.10
ASSETS
Non-current assets
Tangible assets 467 609 602
Goodwill 6,204 10,245 6,406
Other intangible assets 1,995 2,514 2,42
Investments in associated companies 9,068 8,003 6,400
Investments at fair value through profit and loss
Investments in funds 67,671 62,679 66,504
Other financial assets 597 618 619
Receivables 19,392 26,050 24,778
Deferred income tax assets 3,800 6,712 4,923
109,194 117,430 112,656
Current assets
Trade and other receivables 5,837 6,907 4,619
Other financial assets at fair value
through profit and loss 378 972 980
Cash and bank 31,664 21,125 34,049
37,879 29,004 39,648
Non-current assets held for sale 3,501 0 3,501
Total assets 150,574 146,434 155,805
EQUITY AND LIABILITIES
Capital attributable the Company's
equity holders
Share capital 772 772 772
Share premium account 38,968 38,968 38,968
Other reserves 38,679 38,678 38,679
Translation difference 70 -79 69
Retained earnings 8,582 1,210 12,241
87,071 79,549 90,729
Non-controlling interests 0 342 273
Total equity 87,071 79,891 91,002
Non-current liabilities
Deferred income tax liabilities 3,019 1,921 3,078
Interest-bearing loans and borrowings 28,905 35,638 35,371
Other liabilities 1,238 1,303 1,331
33,162 38,862 39,780
Current liabilities
Trade and other payables 24,091 21,431 17,395
Interest-bearing loans and borrowings 6,250 6,250 6,250
Current income tax liabilities 0 0 1,378
30,341 27,681 25,023
Total liabilities 63,503 66,543 64,803
Total equity and liabilities 150,574 146,434 155,805
GROUP STATEMENT OF CHANGES IN EQUITY
Attributable to the equity holders of the Company
Trans- Non-
Share lation controll-
Share premium Other differ- Retained ing Total
EUR ('000) capital account reserves ences earnings Total interest equity
Equity on
31 Dec 2009 772 38,968 37,347 -392 1,097 77,792 413 78,205
Options 1,331 -893 438 438
Dividends -3,370 -3,370 -309 -3,679
Hybrid bond,
interest
(net of tax) -2,414 -2,414 -2,414
Comprehen-
sive
profit 313 6,790 7,103 238 7,341
Equity on
30 Sep 2010 772 38,968 38,678 -79 1,210 79,549 342 79,891
Equity on
31 Dec 2010 772 38,968 38,679 69 12,241 90,729 273 91,002
Options 317 317 317
Dividends -10,114 -10,114 -222 -10,336
Hybrid bond,
interest
(net of tax) -2,414 -2,414 -2,414
Comprehen-
sive
profit 1 10,323 10,324 188 10,512
Acquisition
of non-
controlling
interests -1,771 - 1,771 -239 -2,010
Equity on
30 Sep 2011 772 38,968 38,679 70 8,582 87,071 0 87,071
STATEMENT OF CASH FLOW (IFRS)
€ ('000) 1-9/11 1-9/10 1-12/10
Cash flow from operations
Profit for the financial year 10,511 7,028 17,556
Adjustments -7,453 -1,289 -15,958
Cash flow before change in working capital 3,058 5,739 1,598
Change in working capital 2,276 10,115 9,003
Financing items and taxes -4,310 -3,587 -4,580
Cash flow from operations 1,024 12,267 6,021
Cash flow from investments 15,407 -1,379 19,979
Cash flow before financing 16,431 10,888 26,000
Dividends paid -10,336 -3,679 -3,679
Other net cash flow -8,480 -4,062 -6,250
Financial cash flow -18,816 -7,741 -9,929
Change in cash funds -2,385 3,147 16,071
Cash funds at start of the period 34,049 17,978 17,978
Cash funds at end of the period 31,664 21,125 34,049
Segment
information
The Group reports two segments: Management Company business and Fund
Investment business.
1-9/2011 Management Company business Fund Total
CapMan Private CapMan Real Investment
€ ('000) Equity Estate Total business
Turnover 19,206 6,402 25,608 0 25,608
Operating
profit/loss 1,557 -339 1,218 9,826 11,044
Profit/loss for
the financial year 1,382 -339 1,043 9,468 10,511
Assets 8,687 577 9,264 99,930 109,194
Total assets
includes:
Investments in
associated
companies 0 0 0 9,068 9,068
Non-current assets
held for sale 3,501 0 3,501 0 3,501
1-9/2010 Management Company business Fund Total
CapMan Private CapMan Real Investment
€ ('000) Equity Estate Total business
Turnover 23,319 6,343 29,662 0 29,662
Operating
profit/loss 4,560 85 4,645 1,333 5,978
Profit/loss for
the financial year 3,931 102 4,033 2,995 7,028
Assets 14,910 1,469 16,379 101,061 117,440
Total assets
includes:
Investments in
associated
companies 1,688 0 1,688 6,315 8,003
1-12/2010 Management Company business Fund Total
CapMan Private CapMan Real Investment
€ ('000) Equity Estate Total business
Turnover 29,745 8,405 38,150 0 38,150
Operating
profit/loss 19,844 -908 18,936 2,085 21,021
Profit/loss for
the financial year 15,326 -1,235 14,091 3,465 17,556
Assets 9,272 1,519 10,791 101,865 112,656
Total assets
includes:
Investments in
associated
companies 0 0 0 6,400 6,400
Non-current assets
held for sale 3,501 0 3,501 0 3,501
Income taxes
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.
Dividend
A dividend of EUR 0.12 per share, totalling MEUR 10.1 in all, was paid for
2010. The dividend was paid to shareholders on 11 April 2011. (A dividend of EUR
0.04 per share, totalling MEUR 3.4 in all, was paid for 2009.)
Non-current assets
€ ('000) 30.9.11 30.9.10 31.12.10
Investments in funds at fair value through
profit and loss at Jan 1 66,504 59,421 59,421
Additions 10,619 7,827 11,822
Distributions -18,313 -5,909 -6,759
Fair value gains/losses on investments 8,861 1,340 2,020
Investments in funds at fair value through
profit and loss at end of the period 67,671 62,679 66,504
Investments in funds at fair value through
profit and loss at the end of period 30.9.11 30.9.10 31.12.10
Buyout 35,567 37,083 36,933
Mezzanine 4,625 3,862 4,238
Russia 2,459 1,351 1,488
Public Market 3,069 2,027 3,610
Real Estate 5,716 4,780 5,302
Other 11,840 8,385 10,307
Access 4,395 5,191 4,626
In total 67,671 62,679 66,504
Transactions with related parties (associated companies)
€ ('000) 30.9.11 30.9.10 31.12.10
Receivables - non-current at end of review period 18,512 24,371 23,126
Receivables - current at end of review period 702 1,032 765
Non-current liabilities
€ ('000) 30.9.11 30.9.10 31.12.10
Interest bearing loans at end of review period 28,905 35,638 35,371
Seasonal nature of CapMan's business
Carried interest income is accrued on an irregular basis depending on the timing
of exits. An exit may have an appreciable impact on CapMan Plc's result for the
financial year.
Personnel
By country 30.9.11 30.9.10 31.12.10
Finland 82 102 103
Denmark 3 3 3
Sweden 19 22 22
Norway 8 7 7
Russia 14 14 14
Luxembourg 1 1 1
In total 127 149 150
By team
CapMan Private Equity 57 64 64
CapMan Real Estate 23 40 43
CapMan Platform 47 45 43
In total 127 149 150
Contingent liabilities
€ ('000) 30.9.11 30.9.10 31.12.10
Leasing agreements 7,699 9,786 9,191
Securities and other contingent liabilities 68,292 65,896 68,146
Remaining commitments to funds 23,852 39,727 36,299
Remaining commitments by investment area
Buyout 9,808 16,294 15,910
Mezzanine 4,281 5,904 5,069
Russia 2,247 3,339 3,225
Public Market 315 2,417 1,443
Real Estate 1,078 1,292 1,215
Other 4,214 8,449 7,414
Access 1,909 2,032 2,023
In total 23,852 39,727 36,299
Turnover and profit quarterly
2011
MEUR 1-3/11 4-6/11 7-9/11 1-9/11
Turnover 8.2 7.6 9.8 25.6
Management fees 7.1 6.8 6.8 20.7
Carried interest 0.4 0.0 2.6 3.0
Real Estate consulting 0.5 0.5 0.0 1.0
Other income 0.2 0.3 0.4 0.9
Other operating income 0.0 0.6 0.0 0.6
Operating expenses -8.3 -9.2 -7.9 -25.4
Fair value gains of investments 4.1 6.2 -0.1 10.2
Operating profit 4.0 5.2 1.8 11.0
Financial income and expenses 0.4 0.0 -0.2 0.2
Share of associated companies'
result 0.5 1.9 0.4 2.8
Profit before taxes 4.8 7.2 2.0 14.0
Profit for the period 3.7 5.2 1.6 10.5
2010
MEUR 1-3/10 4-6/10 7-9/10 1-9/10 10-12/10 1-12/10
Turnover 11.4 9.6 8.7 29.7 8.5 38.2
Management fees 8.4 8.9 7.9 25.2 7.7 32.9
Carried interest 2.4 0.1 0.1 2.6 0.0 2.6
Real Estate consulting 0.4 0.4 0.4 1.2 0.4 1.6
Other income 0.2 0.2 0.3 0.7 0.4 1.1
Other operating income 0.1 0.0 0.0 0.1 22.9 23.0
Operating expenses -8.3 -8.6 -8.5 -25.4 -17.4 -42.8
Fair value gains / losses of
investments 1.1 -0.7 1.3 1.7 1.0 2.7
Operating profit 4.3 0.2 1.5 6.0 15.0 21.0
Financial income and expenses -0.1 0.1 0.2 0.2 0.4 0.6
Share of associated companies'
result 0.8 1.1 0.6 2.5 -0.1 2.4
Profit after financial items 5.0 1.4 2.2 8.6 15.3 23.9
Profit for the period 3.5 1.7 1.8 7.0 10.6 17.6
APPENDIX 1: CAPMAN PLC GROUP'S FUNDS UNDER MANAGEMENT AS OF 30 SEPTEMBER 2011,
MEUR
The tables below show the status of funds managed by CapMan as of 30 September
2011. When analysing the timetable according to which funds should start
generating carried interest, the relationship between the cumulative cash flows
already distributed to investors and paid-in capital should be compared. When a
fund starts generating carried interest the capital must be returned and an
annual preferential return paid on it. The fair value of a portfolio, including
any of the fund's net cash assets, represents the capital distributable to
investors at the end of the review period.
When assessing the level of cash flow a fund needs to start generating carried
interest, it should be noted that the capital of some funds has not yet been
called and paid in. The percentage figures in the last column on the right of
the tables below show CapMan's share of cash flows if a fund is generating
carried interest. After the previous distribution of profits, any new capital
paid in, as well as the preferential annual return on it, must be returned to
investors before further carried interest income can be paid.
The definitions of column headings are presented below the tables.
FUNDS INVESTING DIRECTLY IN PORTFOLIO COMPANIES
Size Paid-in Fund's current Net Distributed CapMan's
capital portfolio cash cash flow share of
at cost at fair assets to in- to man- cash
value vestors agement flow, if
company fund
(carried generates
interest) carried
interest
Funds
generating
carried
interest
Fenno
Program (1)),
FM II B, FM
III B and FV
V
Total 258.0 252.2 18.1 13.0 2.1 406.6 17.4 10-20%
Funds that
are expected
to transfer
to carry
during
2011-2012
CME VII A 156.7 152.9 72.4 73.3 4.3 148.0 20 %
CME VII B 56.5 56.5 26.3 29.9 2.3 69.1 20 %
CME SWE 67.0 66.4 31.0 31.4 1.8 63.6 20 %
FM III A 101.4 100.6 22.6 21.2 2.9 120.3 20 %
Total 381.6 376.4 152.3 155.8 11.3 401.0
Other funds
not yet in
carry
CMB VIII (2)) 440.0 372.7 245.0 242.7 5.5 153.1 14 %
CM LS IV 54.1 47.1 29.9 32.9 3.1 12.1 10 %
CMT 2007 (2).
) 99.6 66.4 45.4 51.8 0.5 0.5 10 %
CMR 118.1 70.5 43.9 51.3 3.3 3.4 %
CMPM 138.0 128.9 100.9 82.5 0.8 53.4 10 %
CMB IX 294.6 198.5 178,4 197.6 3.2 10 %
CMM V 60.0 19.1 18.0 19.5 1.4 10 %
Total 1,204.4 903.2 661.5 678.3 17.8 219.1
Funds with no
carried
interest
potential to
CapMan
FM III C, FV
IV, FV V ET,
SWE LS (3),)
SWE Tech (2),
3),) CME VII
C ja FM II A,
C, D (2)),
CMM IV (4))
Total 574.4 547.6 184.4 163.4 21.9 350.4
Funds
investing in
portfolio
companies,
total 2,418.4 2,079.4 1,016.3 1,010.5 53.1 1,377.1 17.4
REAL ESTATE FUNDS
Fund's
Origi- Paid-in current Net Distributed CapMan's
nal capital portfolio cash cash flow share of
invest- at cost at fair assets to in- to man- cash
ment value vestors agement flow, if
capa- company fund
city (carried generates
interest) carried
interest
Funds not
yet in
carry
CMRE I
(5))
equity
and bonds 200.0 188.5 62.1 49.2 201.8 27.4 26 %
debt
financing 300.0 277.2 78.2 78.2
total 500.0 465.7 140.3 127.4 1.1 201.8 27.4
CMRE II
equity 150.0 106.2 109.9 98.0 0.5 12 %
debt
financing 450.0 269.0 254.6 254.6
total 3.0
600.0 375.2 364.5 352.6 0.5
CMHRE
equity 332.5 309.3 353.9 285.7 21.1 12 %
debt
financing 617.5 534.7 510.7 510.7
total 950.0 844.0 864.6 796.4 -1.7 21.1
PSH Fund
equity 5.0 3.5 3.4 5.6 0.5 10 %
debt
financing 8.0 8.0 7.9 7.9
total 13.0 11.5 11.3 13.5 0.1 0.5
Real
estate
funds,
total 2,063.0 1,696.4 1,380.7 1,289.9 2.5 223.9 27.4
All funds,
total 4,481.4 3,775.8 2,397.0 2,300.4 55.6 1,601.0 44.8
Rahastojen lyhenteet:
CMB = CapMan Buyout CMRE = CapMan Real Estate
CME = CapMan Equity CMT 2007 = CapMan Technology 2007
CMLS = CapMan Life Science FM = Finnmezzanine Fund
CMM = CapMan Mezzanine FV = Finnventure Fund
CMHRE = CapMan Hotels RE PSH Fund = Project Specific Hotel Fund
CMPM = CapMan Public Market Fund SWE LS = Swedestart Life Science
CMR = CapMan Russia Fund SWE Tech = Swedestart Tech
Explanation of the terminology used in the fund tables
Size/Original investment capacity:
Total capital committed to a fund by investors, i.e. the original size of a
fund. For real estate funds, investment capacity also includes the share of debt
financing used by a fund.
Paid-in capital:
Total capital paid into a fund by investors as of the end of the review period.
Fund's current portfolio at fair value:
Fund investments in portfolio companies are valued at fair value in accordance
with the International Private Equity and Venture Capital Valuation Guidelines
(IPEVG, www.privateequityvaluation.com), and investments in real estate assets
are valued in accordance with the appraisals of external experts.
Fair value is the amount for which an asset could be exchanged between
knowledgeable, willing parties in an arm's length transaction. Due to the nature
of private equity investment activities, fund portfolios contain investments
with a fair value that exceeds their acquisition cost, as well as investments
with a fair value less than the acquisition cost.
Net cash assets:
When calculating the investors' share, a fund's net cash assets must be taken
into account in addition to the portfolio at fair value. The proportion of debt
financing in real estate funds is presented separately in the table.
CapMan's share of cash flow if a fund generates carried interest:
When a fund has generated the cumulative preferential return for investors
specified in the fund agreements, the management company is entitled to an
agreed share of future cash flows from the fund, known as carried interest.
Cash flow, in this context, includes both profit distributed by funds and
repayments of capital. After the previous distribution of profits, any new
capital called in, as well as any annual preferential returns on it, must be
returned to investors before any new distribution of profits can be paid.
Footnotes to the tables
1) Fenno Fund (established in 1997, transferred to carry in 2005) and Skandia I
(established in 1997, transferred to carry in 2005) together form the Fenno
Program, which is jointly managed with Fenno Management Oy.
2) The fund comprises two or more legal entities (parallel funds are presented
separately only if the focuses of their investment or portfolios differ
significantly).
3) Currency items are valued at the average exchange rates quoted on 30
September 2011.
4) CapMan Mezzanine IV: The paid-in commitment includes a MEUR 192 bond issued
by Leverator Plc. Distributed cash flow includes payments to both bond
subscribers and to the fund's partners.
5) CapMan Real Estate I: Distributed cash flow includes repayment of the bonds
and cash flow to the fund's partners. Following the previous payment of carried
interest, a total of MEUR 47.4 in paid-in capital had not yet been returned to
investors. This capital, together with the annual income entitlement payable on
it, must be paid to investors before further carried interest can be
distributed.
CapMan's management considers it unlikely that further carried interest will be
provided by the CapMan Real Estate I fund. As a result, the fund is no longer
included in the category of funds in carry. A total of some MEUR 6 of carried
interest was not entered in CapMan's profit in 2007 but held in reserve in case
some carried interest might have to be returned to investors in the future.
APPENDIX 2: OPERATIONS OF CAPMAN'S FUNDS UNDER MANAGEMENT, 1 JAN - 30 SEP 2011
During the review period, the operations of private equity funds managed by
CapMan comprised direct investments in portfolio companies in the Nordic
countries and Russia (CapMan Private Equity), as well as real estate investments
(CapMan Real Estate). Investments by CapMan funds investing in portfolio
companies focus on two key investment areas in the Nordic countries and on one
in Russia. These investment areas are mid-size buyouts (CapMan Buyout),
investments in mid-sized companies operating in Russia (CapMan Russia), and
significant minority shareholdings in listed small and mid-cap companies (CapMan
Public Market). The investment focus of CapMan's real estate funds is on real
estate properties, principally in Finland. CapMan also has two other investment
areas (CapMan Technology and CapMan Life Science), which do not make new
investments, but concentrate instead on developing the value of their existing
portfolio companies. These two latter investments areas are reported under"Other" in Private Equity.
CAPMAN PRIVATE EQUITY
Investments in portfolio companies in January-September 2011
During the review period, CapMan funds made eight new investments, together with
a number of add-on investments investing MEUR 160.3 in all. Add-on investments
accounted for under a third of the total. New investments were made in B&B Tools
AB, Design-Talo Oy, Eastway Oy, Expert Photo, Siberian Networks, Solera AS, and
Virial, as well as an investment by CapMan's Public Market fund that has not yet
been disclosed. Major add-on investments were made in Esperi Care Oy, Nice
Entertainment Oy, and Walki Group Oy. During the comparable period last year,
CapMan funds made seven new investments and several add-on investments totalling
MEUR 144.6.
Exits from portfolio companies in January-September 2011
CapMan funds exited completely from 13 companies during the review period. Final
exits were made from Aerocrine AB, Affecto Plc, EM4 Inc, Fastrax Oy, Jolife AB,
Mirasys Oy, Moventas Oy, OneMed Group, Proxima Intressenter AB, Region Avia,
SaaSplaza B.V, SMEF Group A/S, and Å&R Carton AB. Partial exits were made from
Cardinal Foods Oy and Ordyhna Holding. Exits had a combined acquisition cost of
MEUR 200.0. During the comparable period last year, complete exits were made
from 10 companies and partial exits from two, with a combined acquisition cost
of MEUR 99.7.
Events after the close of the review period
The CapMan Russia fund made an investment in Russian-based Lumex Instruments in
October after the close of the review period. The CapMan Technology 2007 fund
exited Movial Applications Oy in October after the close of the review period.
CAPMAN REAL ESTATE
Investments in and commitments to real estate acquisitions and projects in
January-September 2011
The CapMan RE II fund invested in an office property in Helsinki in May. A
number of add-on investments were also made by the company's real estate funds,
the most significant of which were linked to a shopping centre site in Hyvinkää
and a business property in Turku. New and add-on investments totalled MEUR
42.4, with the majority focused on developing existing properties. In addition,
funds were committed to finance real estate acquisitions and projects valued at
MEUR 38.0 as of 30 September 2011. During the comparable period last year, funds
made one new investment and a number of add-on investments totalling MEUR 18.2.
Commitments to finance new projects totalled MEUR 35.0 as of 30 September 2010.
Exits from real estate investments in January-September 2011
The CapMan Real Estate I fund exited two properties - Kiinteistö Oy Munkkiniemen
puistotie 25 and Kiinteistö Oy Tuusulan Pysaäkkikuja 1 - during the review
period, with a combined acquisition cost of MEUR 24.8. During the comparable
period last year, one exit was made, with an acquisition cost of MEUR 8.7.
FUND INVESTMENT ACTIVITIES IN FIGURES
Investments and exits made by funds at acquisition cost, MEUR
1-9/2011 1-9/2010 1-12/2010
New and add-on investments
Funds investing in portfolio 160.3 144.6 196.2
companies
Buyout 108.9 102.5 118.0
Russia 15.7 13.0 14.4
Public Market 31.1 9.6 35.6
Other 4.6 19.5 28.2
Real estate funds 42.4 18.2 45.6
Total 202.7 162.8 241.8
Exits*
Funds investing in portfolio 200.0 99.7 114.4
companies
Buyout 159,3 58.5 66.3
Russia 10,0 - -
Public Market 6,5 19.1 19.1
Other 24,2 22.1 29.0
Real estate funds 24.8 8.7 8.7
Total 224.8 108.4 123.1
* including partial exits and repayments of mezzanine loans.
In addition, real estate funds had commitments to finance real estate
acquisitions and projects totalling MEUR 38.0 as of 30 September 2011.
Funds' combined portfolio* as of 30 September 2011, MEUR
Portfolio at Portfolio at Share of portfolio
acquisition cost fair value (fair value) %
Funds investing in portfolio
companies 1,016.3 1,010.5 43.9
Real estate funds 1,380.7 1,289.9 56.1
Total 2,397.0 2,300.4 100.0
Funds investing in portfolio
companies
Buyout 717.9 738.0 73.0
Russia 43.9 51.3 5.1
Public Market 100.9 82.5 8.2
Other 153.6 138.7 13.7
Total 1,016.3 1,010.5 100.0
* Total of all investments of funds under management.
Remaining investment capacity
After deducting actual and estimated expenses, funds investing in portfolio
companies had a remaining investment capacity amounting to some MEUR 545 for new
and add-on investments as of 30 September 2011. Of their remaining capital,
approx. MEUR 360 was earmarked for buyout investments (incl. mezzanine
investments), approx. MEUR 73 for technology investments, some MEUR 17 for life
science investments, approx. MEUR 65 for investments by the CapMan Russia team,
and approx. MEUR 30 for investments by the CapMan Public Market team. Real
estate funds had a remaining investment capacity of approx. MEUR 300, which has
been reserved primarily for developing funds' existing investments.
[HUG#1560415]
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