CapMan Plc Stock Exchange Release 7 August 2009 at 8.40 a.m.
CapMan Plc Group Interim Report 1 January - 30 June 2009
Performance and main events during and after the review period:
- The Group's turnover totalled MEUR 17.0 (January-June 2008: MEUR
19.5).
- The Group posted an operating loss of MEUR -4.2 (operating profit
of MEUR 3.7) as a result of change in the fair value of fund
investments.
- The Group's operating profit for second quarter was MEUR 0.5 (MEUR
3.3).
- Profit/loss before taxes was MEUR -5.6 (MEUR 3.7) and profit/loss
after taxes was MEUR -5.0 (MEUR 2.7).
- Profit/loss attributable to owners of the parent company was MEUR
-5.1 (MEUR 2.6). Earnings per share were -8.0 cents (3.3 cents).
- Liquid assets on 30 June 2009 totalled MEUR 18.2 (MEUR 6.4).
- Capital under management increased to MEUR 3,457.3 in the first six
months of the year (MEUR 3,407.5 on 31 December 2008 and MEUR 3,005.8
on 30 June 2008).
- The size of CapMan's hybrid bond issue was increased to MEUR 29
during the period (MEUR 20 on 31 December 2008).
- The Management Company business recorded a profit of MEUR 1.0 (MEUR
4.0) and the Fund Investment business recorded a loss of MEUR -6.0
(MEUR -1.3).
- CapMan will incorporate its Fund Investment business to a newly
established company, to which it will transfer its fund investments
and investment commitments by the end of the first quarter of 2010.
- CapMan's own investment commitments will lower by a total of MEUR
21.6 as CapMan sells investment commitments worth MEUR 13.6 to
Belgian private equity firm Gimv and as CapMan's commitment in CapMan
Public Market fund decreased by MEUR 8.0 at the close of the period.
The incorporation of Fund Investments and sale of investments and
commitments is specified in more detail in a separate Stock Exchange
release published today.
CEO Heikki Westerlund comments on the events of the review period and
on future prospects:
"The incorporation of own fund investments and investment commitments
clarifies the distinction between Management Company and Fund
Investment businesses. CapMan Plc's capital calls will be lowered in
the next few years by some MEUR 22 with the sale of remaining
commitments, thus significantly strengthening the Group's financial
position. We are pleased to announce this cooperation with Belgian
private equity house Gimv who has a deep understanding of the
industry and of future opportunities in Europe and Russia.
CapMan's operating environment has been challenging in the first half
of 2009. Fundraising as well as M&A and real estate activity have
practically been in a standstill. We are awaiting market developments
over the following 12 months. The possible gradual recovery of the
real economy and its stimulus to the M&A market provides attractive
opportunities for private equity investors. CapMan funds have access
to more than EUR 1 billion for investments in portfolio companies and
real estate.
The operating profit in the second quarter was MEUR 0.5 positive.
Management Company business posted a satisfactory result in
January-June, taking into account goodwill write-down as well as that
no management fees were received from CapMan Buyout IX fund before
the end of the second quarter. We have paid special attention to
managing expenses. The negative development in fair values of
investments that contributed to the loss in the first half of 2009
was halted in the second quarter."
Business operations
CapMan is an alternative asset manager, which also makes investments
in its own funds. The guiding principle for investment activities of
the funds managed by the Group is to work actively and directly
towards increasing the value of investments.
The Group has two operating segments: Management Company business and
Fund Investments. The Management Company business is further
subdivided into two business areas, which are CapMan Private Equity
(manages funds that invest in portfolio companies) and CapMan Real
Estate (manages funds that invest in real estate and provides real
estate consulting). Income from the Management Company business is
derived from management fees paid by funds, from carried interest
received from funds and from income generated by real estate
consulting.
The Fund Investment business comprises fund investments made from
CapMan Plc's own balance sheet and investments in Maneq funds. Income
from the Fund Investment business is derived from realised returns on
fund investments and from changes in the fair value of investments.
There may be considerable quarterly fluctuation in carried interest
as well as in the fair value of fund investments. For this reason the
Group's financial performance should be analysed over a longer time
span than the quarterly cycle.
Incorporation of Fund Investment business and sale of own investments
and commitments
CapMan has established a new company, CapMan Fund Investments SICAV
SIF, which operates as a feeder fund into funds managed by CapMan.
Part of the own investment commitments and fund investments that
CapMan has made as a fund investor were transferred to the feeder
fund on 30 June 2009, and CapMan will transfer its remaining
investments and commitments by the end of the first quarter of 2010.
Furthermore, CapMan will sell investment commitments worth MEUR 13.6
and fund investments worth MEUR 3.4 to Belgian-based private equity
firm Gimv. The incorporation of Fund Investments and sale of
investments and commitments is specified in more detail in a separate
Stock Exchange release published today.
In addition, CapMan's own investment commitments fell by MEUR 8.0
when the commitment given to CapMan Public Market fund decreased from
MEUR 15.0 to MEUR 7.0 at the close of the period due to a sell to an
institutional investor.
Group turnover and result in January-June 2009
The Group's turnover in January-June 2009 decreased from the
comparison period and was MEUR 17.0 (January-June 2008: MEUR 19.5).
Fair value changes related to fund investments were MEUR -4.8 (MEUR
-1.3), and operating expenses amounted to MEUR 16.5 (MEUR 14.6). The
expenses have increased after the comparison period particularly as a
result of the new CapMan Russia and CapMan Public Market investment
areas and the impact of CapMan Hotels RE fund's expenses made in full
from March 2008.
The Group's operating profit/loss totalled MEUR -4.2 (MEUR 3.7).
During the review period there was a goodwill write-down of MEUR 0.7
related to the life science operations acquired in 2002. CapMan has
no plans to establish new independent life science funds. Financial
income and expenses amounted to MEUR -0.2 (MEUR 0.2), and the share
of the associated companies' result was MEUR -1.2 (MEUR -0.1).
Profit/loss before taxes was MEUR -5.6 (MEUR 3.7) and profit/loss
after taxes was MEUR -5.0 (MEUR 2.7).
Profit/loss attributable to the owners of the parent company was MEUR
-5.1 (MEUR 2.6). Earnings per share were -8.0 cents (3.3 cents).
The quarterly breakdown of turnover and profit, as well as turnover,
operating profit/loss and profit/loss by segment for the review
period, is presented in the tables section of the Interim Report.
Management Company business
Turnover generated by the Management Company business in January-June
2009 totalled MEUR 16.8 (MEUR 19.3). Management fees grew
substantially from the comparable period and amounted to MEUR 15.6 in
January-June 2009 (MEUR 13.6). The increase was attributable to
establishment of the CapMan Hotels RE, CapMan Public Market and
CapMan Russia funds in 2008. CapMan Buyout IX fund started to pay
management fees at the end of the review period with the closing of
the fund's first investment.
Income from real estate consulting totalled MEUR 1.0 (MEUR 1.3). The
aggregate total of management fees and income from real estate
consulting was MEUR 16.6 (MEUR 14.9).
No substantial exits were made from funds in carry during the review
period and no carried interest income was generated. In the
comparable period carried interest income totalling MEUR 4.1 was
generated as a result of the StaffPoint exit.
Operating profit for the Management Company business was MEUR 0.6
(MEUR 4.9) and profit for the period was MEUR 1.0 (MEUR 4.0).
The status of funds managed by CapMan is presented in more detail in
Appendix 1.
Fund Investment business
Turnover generated by the Fund Investment business in January-June
2009 amounted to MEUR 0.2 (MEUR 0.2), as a result of realised returns
on fund investments.
Fair value changes related to fund investments were MEUR -4.8 (MEUR
-1.3), which represents an 8.7% decrease in the value of investments
during the review period. In the second quarter fair value changes of
fund investments were MEUR -0.3, which represents a 0.5% decrease in
value. The negative development in fair value for the whole period
was attributable to the general market situation and its impact on
the multiples of portfolio companies' listed peers used in company
valuations. The fall in fair value was also attributable to a
weakening in result prospects of certain portfolio companies. There
were also positive fair value developments within the portfolio. The
aggregate fair value of fund investments on 30 June 2009 amounted to
MEUR 56.2 (MEUR 54.7 on 30 June 2008).
Operating profit/loss for the Fund Investment business was MEUR -4.8
(MEUR -1.2) and profit/loss for the period was MEUR -6.0 (MEUR -1.3).
During the review period CapMan made new investments in its own funds
to the amount of MEUR 8.1 (MEUR 14.6). Investments were made in
CapMan Buyout VIII, CapMan Buyout IX, CapMan Russia and CapMan Public
Market, among other funds. CapMan did not give any new investment
commitments to its funds during the review period, and the commitment
to CapMan Public Market fund was decreased from MEUR 15 to MEUR 7 at
the close of the period. On 30 June 2009 the amount of remaining
commitments was MEUR 61.9 (MEUR 47.0). The aggregate fair value of
existing investments and remaining commitments at 30 June 2009
totalled MEUR 118.1 (MEUR 101.8). CapMan's objective is to invest in
its future funds 1-5% of their original capital depending on the
fund's 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) and real estate assets are valued in
accordance with the value appraisements of external experts, as
detailed in Appendix 1. The 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 of the Interim
Report.
Balance sheet and financial position on 30 June 2009
CapMan's balance sheet total increased during the review period to
MEUR 134.9 (MEUR 107.1 on 30 June 2008). Non-current assets remained
stable during the period and amounted to MEUR 104.4 (MEUR 91.4 on 30
June 2008). Goodwill was MEUR 10.2 on 30 June 2009. The carrying
amount of goodwill was adjusted during the review period by MEUR 0.7
following the lowering of the final purchase price for the Norum
acquisition, and by MEUR 0.7 related to the write-down of life
science operations. Long-term receivables amounted to MEUR 23.9 (MEUR
21.6), of which MEUR 21.7 (MEUR 17.2) were loan receivables from the
Maneq funds. In addition to CapMan Plc, CapMan personnel are
investors in the Maneq funds. The expected returns from CapMan's
Maneq investments are broadly in line with the return expectations
for CapMan's other own fund investments. Maneq funds pay market rate
interest on loans they receive from CapMan Plc.
Current assets amounted to MEUR 30.5 (MEUR 15.7). Liquid assets (cash
in hand and at banks, plus other financial assets at fair value
through profit and loss) amounted to MEUR 19.1 (MEUR 6.8). Liquid
assets mainly include the remaining proceeds of the hybrid bond,
which has been used to finance own fund investments. The size of the
hybrid bond was increased to MEUR 29 during the review period (MEUR
20 on 31 December 2008), and it may be increased to at most MEUR 30.
The hybrid bond is included in 'Other reserves' under equity in the
balance sheet. The interest on the bond is payable semi-annually and
has been deducted from equity at the close of the review period. At
30 June 2009 CapMan Plc had a bank financing package of MEUR 60 (MEUR
60) available, of which MEUR 46.0 (MEUR 22.0) was in use. There were
no significant changes in the amount of interest-bearing liabilities
during the review period. The amount of trade and other payables was
MEUR 12.8 (MEUR 12.9). The Group's interest-bearing net debts
amounted to MEUR 26.9 (MEUR 25.2).
The Group's cash flow before financing was MEUR -15.1 (MEUR -10.8).
Income from management fees received from the funds is paid
semi-annually in January and in July, which can be seen under working
capital in the cash flow statement. Cash flow from investments is
primarily related to the fund investments made.
Key figures
CapMan's equity ratio on 30 June 2009 was 54.4% (54.5% on 30 June
2008). Return on equity was -7.1% (4.3%) and return on investment was
-3.8% (5.3%). The target level for the equity ratio is at least 50%
and for return on equity at least 25%.
30.6.09 30.6.08 31.12.08
Earnings per share, cents -8.0 3.3 -10.2
Diluted, cents -8.0 3.3 -10.2
Shareholders' equity per share,
cents* 89.1 72.0 86.1
Share issue adjusted number of
shares 82 257 171 79 977 875 80 432 600
Number of shares at end of period 83 674 965 80 007 632 81 458 424
Number of shares outstanding 83 648 666 80 007 632 81 322 921
Own shares held by the Company at
end of period 26 299 0 135 503
Return on equity, % -7.1 4.3 -11.8
Return on investment, % -3.8 5.3 -6.3
Equity ratio, % 54.4 54.5 50.3
Net gearing, % 36.5 43.8 30.3
* In line with IFRS standards, the hybrid bond has been included in
equity also when calculating equity per share.
Fundraising and capital under management on 30 June 2009
Capital under management refers to funds' remaining investment
capacity and capital already invested at acquisition cost. CapMan's
target is to increase the capital under management by an average of
15% per year.
Fundraising for CapMan Buyout IX, CapMan Russia, CapMan Hotels RE and
CapMan Public Market funds was carried out during the review period.
New capital amounting to MEUR 18 was raised to the CapMan Buyout IX
fund during the review period. The fund's size was increased to MEUR
221 in April and its fundraising continues.
The final close of CapMan Russia fund was held at MEUR 118.1 in
April. Following the final closing, CapMan Plc's share of the
possible carried interest to be generated by the fund was also
determined. CapMan Plc will receive 3.4% of the fund's cash flows if
the fund is in carry. The relatively lower carried interest share
results from the fact that part of the fund had already been raised
before its transfer under CapMan's management.
During the review period, equity in CapMan Hotels RE fund grew by
MEUR 27.6 and CapMan Public Market fund raised MEUR 15.0 in new
capital, of which MEUR 8.0 was subscribed to the investment
commitment that had been previously given by CapMan.
Capital under management totalled MEUR 3,457.3 on 30 June 2009 (MEUR
3,005.8 on 30 June 2008). Of this, MEUR 1,789.2 (MEUR 1,365.3) was in
funds making investments in portfolio companies and MEUR 1,668.1
(MEUR 1,640.5) in real estate funds.
The funds under management and their investment activities are
presented in more detail in Appendices 1 and 2.
Personnel
On 30 June 2009 CapMan employed altogether 148 people (126 people on
30 June 2008), of whom 107 (100) worked in Finland and the remainder
worked in other Nordic countries or Russia. In particular, the
establishment of the CapMan Russia and CapMan Public Market teams
both contributed to growth in the number of personnel. A breakdown of
personnel by country and by team is presented in the tables section
of the Interim Report.
Shares and share capital
There were no changes in CapMan Plc's share capital during the review
period. The share capital on 30 June 2009 was EUR 771,586.98 (EUR
771,586.98 on 30 June 2008). The number of listed CapMan Plc B shares
increased to 77,674,965 following the issue by CapMan Plc of
2,216,541 new CapMan B shares in connection with the directed issue
related to the Norum acquisition. There were no changes in the number
of unlisted CapMan Plc A shares, which totalled 6,000,000 shares on
30 June 2009. The Company's B shares entitle one vote per share and
the Company's A shares 10 votes per share.
Shareholders
CapMan Plc had 4,735 shareholders on 30 June 2009 (4,467 on 30 June
2008). No flagging notices were issued during the review period.
Own shares
During the review period 109,204 of the Company's own shares were
used as part payment of the additional purchase price in the Norum
acquisition. On 30 June 2009 the Company held altogether 26,299
CapMan Plc B shares. There were no purchases of own shares during the
review period.
Stock option programs
As at 30 June 2009 CapMan Plc had two stock option programs, Option
Program 2003 and Option Program 2008, as part of the incentive and
commitment program for the key personnel. The 2003B options are
traded on the options list of NASDAQ OMX Helsinki. A total of 625,000
B shares may be subscribed for with 2003B options, for which the
subscription period ends on 31 October 2009. No shares were
subscribed for with 2003B options during the review period.
The maximum number of stock options issued within the Option Program
2008 will be 4,270,000, which will carry entitlement to subscribe for
a maximum of altogether 4,270,000 new B shares. The subscription
period for 2008A options starts on 1 May 2011 and for 2008B options
on 1 May 2012. Receivables from shares subscribed with options are
entered in the Company's invested unrestricted shareholders' equity.
Trading and market capitalisation
The exceptional market climate and global stock market development
that continued in the first half of 2009 were reflected also in the
trading volumes and prices of CapMan Plc shares. On 30 June 2009 the
closing price of CapMan Plc B shares was EUR 1.00 (EUR 2.50 on 30
June 2008). The average price during the review period was EUR 0.95
(EUR 2.69). The highest price was EUR 1.21 (EUR 3.40) and the lowest
EUR 0.77 (EUR 2.30). Altogether 8.3 million (6.3 million) CapMan Plc
B shares were traded in the review period for a total value of MEUR
7.9 (MEUR 16.9).
The market capitalisation of CapMan Plc B shares on 30 June 2009 was
MEUR 77.7 (MEUR 185.0). The market capitalisation of all shares,
whereby A shares are valued at the closing price of B shares for the
review period, was MEUR 83.7 (MEUR 200.0).
Changes in Group management
On 3 April 2009 Head of CapMan Life Science, Senior Partner Mr Jan
Lundahl, B.Sc. (Econ.) resigned from CapMan Plc Group and left its
Management Group. Partner Dr Johan Bennarsten, M.Sc. (Eng.), M.D.,
who had previously acted as Deputy Head of CapMan Life Science, was
appointed Head of CapMan Life Science effective 6 April 2009.
Board authorisations
By decision of the Annual General Meeting, CapMan Plc's Board of
Directors is authorised to purchase the Company's own shares and to
accept them as a pledge, to decide on a share issue and to issue
stock options and other entitlements to shares. The authorisations
are in force until 30 June 2010, and the terms and conditions
attached to them were specified in more detail in the Stock Exchange
release issued on 7 April 2009.
Norum acquisition
The purchase price of the Norum acquisition that was announced in May
2008 and in which CapMan acquired a 51% stake in Norum decreased to
MEUR 7.3. The Board of Directors of CapMan Plc decided that the
additional purchase price of MEUR 0.3 would be paid to the sellers in
cash and in CapMan Plc shares owned by the Company. Furthermore
CapMan Plc acquired the remaining 49% Norum shares in April. The
purchase price for the remaining shares was MEUR 3.6, of which CapMan
Plc paid approx. MEUR 1.8 in cash and approx. MEUR 1.8 through a
directed issue to the sellers.
The Norum acquisition was specified in more detail in the Stock
Exchange releases issued on 26 May 2008, 27 August 2008, 7 April 2009
and 20 April 2009 and available on CapMan's website at
www.capman.com/En/Media/Releases/.
Events after the review period
Fundraising for CapMan Hotels RE and CapMan Public Market funds was
finalised in July after the end of the period under review.
The real estate hotel fund held a final close at MEUR 872.5, of which
MEUR 332.5 comprises equity and the balance is senior debt.
New capital totalling MEUR 25 was raised to the CapMan Public Market
fund after the review period, and the fund was closed at MEUR 138.0.
Significant risks and short-term uncertainties
CapMan Plc's Management Company business is profitable on a yearly
basis, but the prevailing market climate has increased the
uncertainty attached to forecasting the Company's financial
performance. The combination of an almost total standstill in the M&A
market, a credit squeeze and a sharp decline in fair values of
investments has appreciably further weakened exit opportunities. This
may result in postponement of exits, and consequently therefore of
carried interest income. In the real estate market, the economic
climate may impact tenants' operations, and thereby the vacancy rate
and rental income of investment properties. CapMan believes that
fundraising will also continue to be challenging, which might affect
the end result of ongoing fundraising activities and, through that,
management fees over the next few years.
Business environment
The prospects for growth in the demand for alternative assets still
remain good over the long term. The financial crisis and the steep
decline in market valuations of other asset classes, however, are
clearly slowing the growth in the alternative asset class. Private
equity has consolidated its position in financing M&A and growth, and
continues to focus typically on consolidation in various sectors,
family successions, privatisation of public services and functions,
and the commercialisation of R&D in the technology and life science
sectors. Increased entrepreneurial activity has also boosted growth.
Real estate funds, for their part, have gained an established share
of institutional investors' investment allocations.
The EU legislative initiative on regulation for alternative asset
managers and funds will stipulate, when passed, an operating license
for participants as well as other significant requirements including
fund investor and authority reporting, among others. The new
regulations will burden the smaller players in particular and may
also impact on the number of players to be registered. CapMan, due to
the Company's organisation and operating model, is in a good position
to meet the new regulations.
The CapMan funds investing in portfolio companies will continue to
implement their investment strategies. The deep crisis in the debt
market has been reflected, however, in CapMan's operating area also.
The banks have focused their lending on large corporations in
particular which has delayed the positive impact on other companies.
We believe that bank financing for buyouts, mergers & acquisitions
and real estate investments will gradually recover during the next 12
months. We haven't yet seen forced sales, as price elasticity has
been lower in the private equity market than in public markets. The
number of new potential portfolio companies has remained at a good
level especially for the Public Market and Russia funds. The exit
market has at present come to a standstill.
The slowdown in growth of the real economy has been seen in our
portfolio companies, especially in those sectors that are linked, for
instance, to consumer demand or the automobile industry. A steep
decline in listed market valuations especially in the beginning of
the year reflected in the fair value of our investments. The result
prospects for portfolio companies have weakened since the spring, but
the negative fair value development was offset by the favourable
development in the multiples of listed peers in most cases. We plan
to keep enough reserves in our funds to support our companies' growth
and financing in this market situation. Long-term cooperation with
Nordic banks is particularly important to us.
In the real estate sector, the debt market crisis has depressed the
volume of real estate transactions. The number of foreign players in
particular has fallen significantly. Weakening property demand and
rising yield expectations have lowered property valuation levels. We
anticipate transaction volumes to remain low but that deals are
poised to pick up in the second half of 2009. We also expect to see
increased use of equity for the financing of real estate
transactions. Demand for prime real estate is still at a good level
and the changed market situation could well open up good investment
opportunities. Occupancy rates and demand for office and retail
premises are at a satisfactory level. However vacancy rates for
office premises are expected to rise in the Helsinki metropolitan
area, which creates downward pressure on rent levels. The demand for
real estate consulting has remained stable.
All CapMan's investment teams are in a good position and have
adequate resources to implement their investment strategies in the
Nordic countries and Russia. The funds investing in portfolio
companies have some MEUR 860 for making new and follow-on
investments, while the real estate funds have approx. MEUR 340
investment capacity for identifying new investment targets and
developing the existing portfolio.
Future outlook
Management fees and income from real estate consulting will cover
CapMan's fixed expenses in 2009. Income from carried interest will
depend on developments in the exit market. Despite the slowdown in
the exit market, the funds still have portfolio companies ready to
enter the exit process. We expect the CapMan Equity VII A, B and
Sweden funds as well as the Finnmezzanine III A and B funds to
transfer to carry during 2010. The fair value of CapMan Plc's fund
investments has developed negatively during the first half and
progress during the second half will depend on the general market
situation and the development of portfolio companies. The Group's
overall result for 2009 will mainly depend on whether new exits are
made by funds already generating carried interest, and on how the
value of investments develops in those funds in which CapMan is a
substantial investor. Without significant positive fair value changes
and carried interest income the result for the full year 2009 will be
loss-making.
CapMan Plc's Interim Report for January-September 2009 will be
published on Friday 30 October 2009.
Helsinki, Finland, 7 August 2009
CAPMAN PLC
Board of Directors
Press conference:
A press conference for analysts and the media will be held today at
12.00 noon in CapMan's offices at Korkeavuorenkatu 32, Helsinki,
Finland. CapMan's CEO Heikki Westerlund will present the result for
the first six months of the year and review the market situation. A
light lunch will be served at the event.
Presentation material for the press conference will be published in
Finnish and English on CapMan Plc Group's Internet website once the
conference has started.
Further information:
Heikki Westerlund, CEO, tel. +358 207 207 504 or +358 50 559 6580
Kaisa Arovaara, CFO, tel. +358 207 207 583 or +358 50 370 3715
Distribution:
Helsinki Stock Exchange
Principal media
www.capman.com
Appendices (after the tables section):
Appendix 1: CapMan Plc Group's funds under management on 30 June
2009, MEUR
Appendix 2: Operations of CapMan's funds under management, 1 January
- 30 June 2009
Appendix 3: Capital and mandates under management of associated
company Access Capital Partners on 30 June 2009
Accounting principles
The Interim Report has been prepared in accordance with International
Financial Reporting Standards (IFRS). As of 1 January 2009 the Group
has applied the following new and revised standards: IFRS 8 Operating
Segments and IAS 1 Presentation of Financial Statements. In other
regards the accounting principles applied in the Interim Report are
the same as in the financial statements for 2008. The Interim Report
has not been audited.
GROUP STATEMENT OF COMPREHENSIVE INCOME (IFRS)
EUR ('000) 1-6/09 1-6/08 1-12/08
Turnover 17 040 19 528 37 126
Other operating income 95 4 108
Personnel expenses -9 074 -8 255 -16 867
Depreciation and amortisation -494 -263 -635
Impairment of goodwill -700 0 0
Other operating expenses -6 238 -6 044 -12 321
Fair value gains / losses of
investments -4 846 -1 308 -13 709
Operating profit / loss -4 217 3 662 -6 298
Financial income and expenses -187 156 -1 994
Share of associated companies' result -1 237 -79 -2 378
Profit / loss before taxes -5 641 3 739 -10 670
Income taxes 622 -1 047 2 612
Profit / loss for the period -5 019 2 692 -8 058
Other comprehensive income:
Translation differences -41 28 -359
Total comprehensive income / loss -5 060 2 720 -8 417
Profit / loss attributable to:
Equity holders of the company -5 140 2 638 -8 209
Minority interest 121 54 151
Total comprehensive income / loss
attributable to:
Equity holders of the company -5 181 2 666 -8 568
Minority interest 121 54 151
Earnings per share for profit / loss
attributable
to the equity holders of the Company:
Earnings per share, cents -8.0 3.3 -10.2
Diluted, cents -8.0 3.3 -10.2
Accrued interest payable on the hybrid bond has been taken into
consideration when calculating earnings per share.
GROUP BALANCE SHEET (IFRS)
EUR ('000) 30.6.09 30.6.08 31.12.08
ASSETS
Non-current assets
Tangible assets 1 024 1 000 1 064
Goodwill 10 245 5 338 11 762
Other intangible assets 3 131 1 300 3 229
Investments in associated companies 4 345 2 914 1 575
Investments at fair value through profit and
loss
Investments in funds 56 190 54 734 53 147
Other financial assets 796 973 828
Receivables 23 944 21 607 24 451
Deferred income tax assets 4 685 3 547 3 707
104 360 91 413 99 763
Current assets
Trade and other receivables 11 451 8 933 12 965
Other financial assets at fair value
through profit and loss 852 378 942
Cash and bank 18 210 6 387 24 330
30 513 15 698 38 237
Total assets 134 873 107 111 138 000
EQUITY AND LIABILITIES
Capital attributable to the
equity holders of the Company
Share capital 772 772 772
Share premium account 38 968 38 968 38 968
Other reserves 36 625 3 010 25 829
Translation difference -703 161 -226
Retained earnings -2 550 14 519 3 585
73 112 57 430 68 928
Minority interest 186 123 221
Total equity 73 298 57 553 69 149
Non-current liabilities
Deferred income tax liabilities 341 3 375 284
Interest-bearing loans and borrowings 43 125 22 000 43 125
Other liabilities 2 297 1 246 6 600
45 763 26 621 50 009
Current liabilities
Trade and other payables 12 806 12 937 15 751
Interest-bearing loans and borrowings 2 875 10 000 2 875
Current income tax liabilities 131 0 216
15 812 22 937 18 842
Total liabilities 61 575 49 558 68 851
Total equity and liabilities 134 873 107 111 138 000
GROUP STATEMENT OF CHANGES IN EQUITY
Attributable to the equity holders of the Company
Share Share Other Trans- Re- Total Min- Total
capital premium reser- lation tained ority equity
account ves differ- earnings inte-
EUR ('000) ences rest
Equity on
31 Dec 2007 772 38 968 2 961 133 24 676 67 510 34 67 544
Options 49 49 49
Dividends
paid -12 795 -12 795 -12 795
Other changes 0 35 35
Comprehensive
profit / loss 28 2 638 2 666 54 2 720
Equity on
30 Jun 2008 772 38 968 3 010 161 14 519 57 430 123 57 553
Equity on
31 Dec 2008 772 38 968 25 829 -226 3 585 68 928 221 69 149
Options 20 20 20
Dividends
paid 0 -46 -46
Share issue 1 796 1 796 1 796
Hybrid bond 9 000 9 000 9 000
Hybrid bond,
interest paid -1 015 -1 015 -1 015
Other changes -436 -436 -110 -546
Comprehensive
profit / loss -41 -5 140 -5 181 121 -5 060
Equity on
30 Jun 2009 772 38 968 36 625 -703 -2 550 73 112 186 73 298
CASH FLOW STATEMENT
EUR ('000) 1-6/09 1-6/08 1-12/08
Cash flow from operations
Profit / loss for the period -5 019 2 692 -8 058
Adjustments 7 063 2 742 16 526
Cash flow before change in working capital 2 044 5 434 8 468
Change in working capital -3 915 -3 460 -4 564
Financing items and taxes -3 238 -8 762 -10 327
Cash flow from operations -5 109 -6 788 -6 423
Cash flow from investments -9 965 -3 985 -20 387
Cash flow before financing -15 074 -10 773 -26 810
Dividends paid -46 -18 589 -18 589
Other net cash flow 9 000 16 008 49 988
Financial cash flow 8 954 -2 581 31 399
Change in cash funds -6 120 -13 354 4 589
Cash funds at start of period 24 330 19 741 19 741
Cash funds at end of period 18 210 6 387 24 330
SEGMENT INFORMATION
The Group reports two segments:
Management Company business and Fund Investments
EUR ('000) 1-6/09 1-6/08 1-12/08
Turnover
Management Company business
CapMan Private Equity 12 570 15 665 29 273
CapMan Real Estate 4 273 3 676 7 517
Total 16 843 19 341 36 790
Fund Investments 197 187 336
Total turnover 17 040 19 528 37 126
Operating profit / loss
Management Company business
CapMan Private Equity 741 5 218 7 607
CapMan Real Estate -186 -311 -284
Total 555 4 907 7 323
Fund Investments -4 772 -1 245 -13 621
Total operating profit / loss -4 217 3 662 -6 298
Profit / loss for the period
Management Company business
CapMan Private Equity 1 214 4 580 6 766
CapMan Real Estate -186 -553 -284
Total 1 028 4 027 6 482
Fund Investments -6 047 -1 335 -14 540
Profit / loss for the period -5 019 2 692 -8 058
Non-current assets
Management Company business
CapMan Private Equity 17 580 10 943 16 763
CapMan Real Estate 1 769 1 816 2 299
Total 19 349 12 759 19 062
Fund Investments 85 011 78 654 80 701
Non-current assets total 104 360 91 413 99 763
Income taxes
The Group's tax expenses comprise taxes on taxable income for the
period and deferred taxes. Deferred taxes are calculated on the basis
of all temporary differences between book value and fiscal value.
Dividends
No dividend was paid for the 2008 financial year. (2007: EUR 0.16 per
share representing a total of MEUR12.8)
Non-current assets
EUR ('000) 30.6.09 30.6.08 31.12.08
Investments in funds at fair value through
profit and loss at 1 Jan 53 147 44 230 44 230
Additions 8 114 14 635 26 326
Disposals -225 -2 823 -3 700
Fair value gains / losses on investments -4 846 -1 308 -13 709
Investments in funds at fair value through
profit and loss at end of period 56 190 54 734 53 147
Investments in funds at fair value through
profit and loss at end of period
Buyout 29 018 30 104 29 301
Technology 5 043 5 623 5 843
Life Science 2 680 2 504 2 053
Russia 2 274 0 1 919
Public Market 2 019 0 0
Mezzanine 4 308 2 837 2 570
Other 350 567 340
Real Estate 4 695 5 578 5 088
Access 5 803 7 521 6 033
Total 56 190 54 734 53 147
Transactions with related parties (associated companies)
EUR ('000) 30.6.09 30.6.08 31.12.08
Receivables - non-current at end of period 21 140 17 606 21 257
Receivables - current at end of period 1 193 2 497 2 196
Non-current liabilities
EUR ('000) 30.6.09 30.6.08 31.12.08
Interest-bearing loans at end of period 43 125 22 000 43 125
Seasonal nature of business
Carried interest income is accrued on an irregular schedule depending
on the timing of exits. One exit may have an appreciable impact on
CapMan Plc's result for the full financial year.
Personnel
By country 30.6.09 30.6.08 31.12.08
Finland 107 100 102
Denmark 3 3 3
Sweden 20 18 19
Norway 6 5 6
Russia 12 0 11
In total 148 126 141
By team
CapMan Private Equity 58 36 54
CapMan Real Estate 43 45 43
Investor Services 26 26 24
Internal Services 21 19 20
In total 148 126 141
Contingent liabilities
EUR ('000) 30.6.09 30.6.08 31.12.08
Leasing agreements 8 811 9 879 9 087
Securities and other
contingent liabilities 69 084 66 075 69 604
Remaining commitments to
funds 61 911 47 041 77 234
Remaining commitments by investment area
Buyout 23 351 18 988 26 133
Technology 11 759 13 742 12 226
Life Science 5 340 6 153 5 684
Public Market 5 511 0 15 000
Russia 10 509 0 11 091
Mezzanine 913 3 490 2 504
Other 595 343 311
Real Estate 1 654 2 338 1 879
Access 2 279 1 987 2 406
In total 61 911 47 041 77 234
Turnover and profit quarterly
2009
MEUR 1-3/09 4-6/09 1-6/09
Turnover 8.3 8.7 17.0
Management fees 7.4 8.2 15.6
Carried interest 0.0 0.0 0.0
Income of investments
in funds 0.2 0.0 0.2
Real estate consulting 0.6 0.4 1.0
Other income 0.1 0.1 0.2
Other operating income 0.0 0.1 0.1
Operating expenses -8.4 -8.1 -16.5
Fair value gains / losses
of investments -4.5 -0.3 -4.8
Operating profit / loss -4.7 0.5 -4.2
Financial income and
expenses -0.5 0.3 -0.2
Share of associated
companies' result 0.6 -1.8 -1.2
Profit / loss before
taxes -4.6 -1.0 -5.6
Profit / loss for the
period -3.7 -1.3 -5.0
2008
MEUR 1-3/08 4-6/08 1-6/08 7-9/08 10-12/08 1-12/08
Turnover 7.2 12.3 19.5 7.7 9.9 37.1
Management fees 6.4 7.2 13.6 7.3 8.7 29.6
Carried interest 0.0 4.1 4.1 0.0 0.0 4.1
Income of investments
in funds 0.0 0.2 0.2 0.0 0.1 0.3
Real estate consulting 0.7 0.6 1.3 0.4 0.7 2.4
Other income 0.2 0.1 0.3 0.0 0.4 0.7
Other operating income 0.0 0.0 0.0 0.0 0.1 0.1
Operating expenses -6.7 -7.9 -14.6 -6.6 -8.6 -29.8
Fair value gains / losses
of investments -0.1 -1.2 -1.3 -1.4 -11.0 -13.7
Operating profit / loss 0.4 3.3 3.7 -0.4 -9.6 -6.3
Financial income and
expenses 0.3 -0.1 0.2 -0.8 -1.4 -2.0
Share of associated
companies' result 0.1 -0.2 -0.1 0.2 -2.5 -2.4
Profit / loss after
financial items 0.7 3.0 3.7 -1.0 -13.4 -10.7
Profit / loss for the
period 0.5 2.2 2.7 -0.8 -10.0 -8.1
APPENDIX 1: CAPMAN PLC GROUP'S FUNDS UNDER MANAGEMENT ON 30 JUNE
2009, MEUR
The tables below show the status of funds managed by CapMan at the
end of the review period. When analysing the schedule for funds to
start generating carried interest, the relationship between
distributed cash flows 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 cash flow a fund needs in order 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 figure
in the last column on the right shows CapMan's share of cash flows if
the 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 however be returned to
investors before further carried interest income is paid. Of the
funds already generating carried interest, CapMan Real Estate I fund
is still in the active investment phase and Finnventure V fund can
still make follow-on investments in its current portfolio companies.
The definitions for column headings are presented below the tables.
FUNDS INVESTING DIRECTLY IN PORTFOLIO COMPANIES
Size Paid-in Fund's Net Distributed CapMan's
capital current cash cash flow share of
portfolio as- to in- to man- cash
at at sets vestors agement flow,
cost fair company if fund
value (carried gene-
interest) rates
carried
Funds interest
generating
carried
interest
FV II, FV
III 1)
and FM II
B
in total 58.6 57.4 3.1 0.1 0.1 180.1 44.2 20-35%
FV V 169.9 164.7 49.0 24.0 0.8 237.9 5.3 20%
Fenno
Program
in total
2) 59.0 59.0 10.7 6.5 0.1 123.4 8.7 10-12%
Total 287.5 281.1 62.8 30.6 1.0 541.4 58.2
Funds that
are
expected
to
transfer
to carry
during
2010
CME VII A 156.7 137.5 88.7 108.5 0.4 92.4 20%
CME VII B 56.5 54.2 35.1 51.8 1.2 41.9 20%
CME SWE 67.0 58.7 38.0 46.3 0.5 39.8 20%
FM III A 101.4 99.8 32.9 26.0 2.0 103.1 20%
FM III B 20.2 19.8 8.4 10.5 0.7 18.6 20%
Total 401.8 370.0 203.1 243.1 4.8 295.8
Other
funds
not yet in
carry
CME VII C 23.1 17.6 10.6 5.7 0.2 7.1 20%
CMB VIII
1) 440.0 318.7 273.9 214.9 6.7 14%
CM LS IV 54.1 25.4 14.9 12.9 1.5 10%
CMT 2007
1) 142.3 43.4 33.2 28.1 0.4 10%
CMR 118.1 26.2 20.0 20.0 0.0 3.4%
CMPM 113.0 24.0 21.0 32.7 0.4 10%
CMB IX 221.0 14.1 12.3 12.3 0.7 10%
CMM IV 4) 240.0 230.0 164.7 158.7 43.3 29.8 15%
Total 1,351.6 699.4 550.6 485.3 53.2 36.9
Funds with
no
carried
interest
potential
to CapMan
FM III C,
FV IV, FV
V ET,
SWE LS,
SWE Tech
1), 3)
and FM II
A, C, D 1)
Total 292.2 277.3 80.3 44.9 4.6 190.0
Funds
investing
in
portfolio
companies,
total 2,333.1 1,627.8 896.8 803.9 63.6 1,064.1 58.2
REAL ESTATE FUNDS
Invest- Paid-in Fund's current Net Distributed CapMan's
ment capital portfolio cash cash flow share of
capa- at at as- to in- to man- cash
city cost fair sets vestors agement flow,
value company if fund
(carried gene-
interest) rates
carried
Funds interest
generating
carried
interest
CMRE I 5)
equity
and bonds 200.0 192.5 71.2 64.3 187.1 27.4 26%
debt
financing 300.0 264.1 104.1 104.1
Total 500.0 456.6 175.3 168.4 0.8 187.1 27.4
Other funds
not yet in
carry
CMRE II
equity 150.0 73.5 93.9 90.7 0.5 12%
debt
financing 450.0 227.2 225.7 225.7
Total 600.0 300.7 319.6 316.4 -0.6 0.5
CMHRE
equity 332.5 295.3 302.7 225.3 10.8 12%
debt
financing 540.0 526.0 518.7 518.7
Total 872.5 821.3 821.4 744.0 5.2 10.8
Real estate
funds, total 1,972.5 1,578.6 1,316.3 1,228.8 5.4 198.4 27.4
All funds,
total 4,305.6 3,206.4 2,213.1 2,032.7 72.2 1,262.5 85.6
Abbreviations used to refer to funds:
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 SWE LS = Swedestart Life Science
CMPM = CapMan Public Market Fund SWE Tech = Swedestart Tech
CMR = CapMan Russia Fund
Size/Investment capacity:
Total capital committed to the fund by investors, i.e. the original
size of the fund. For real estate funds, investment capacity also
includes the share of debt financing used by the fund.
Capital under management by Access Capital Partners is presented
separately in Appendix 3.
Paid-in capital:
Total capital paid into the fund by investors at the end of the
review period.
Fund's current portfolio at fair value:
The funds' 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 value appraisements of external experts.
The 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, the funds' 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, the fund's net cash assets
must be taken into account in addition to the portfolio at fair
value. Real estate funds' shares of debt financing are presented in
separate rows in the table.
CapMan's share of cash flow if the fund generates carried interest:
When a fund has produced for investors the cumulative preferential
return specified in the fund agreements, the management company is
entitled to an agreed share of future cash flows from the fund
(carried interest). Cash flow, in this context, includes both profit
distributed by the 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 however be returned to
investors before the new distribution of profits can be paid.
Footnotes to the table
1) The fund is comprised of two or more legal entities (parallel
funds are presented separately only if their investment focuses or
portfolios differ significantly).
2) The Fenno Rahasto, Skandia I and Skandia II funds together
comprise the Fenno Program, which is managed jointly with Fenno
Management Oy.
3) Currency items are valued at the average exchange rates quoted on
30 June 2009.
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.
APPENDIX 2: OPERATIONS OF CAPMAN'S FUNDS UNDER MANAGEMENT, 1 JANUARY
- 30 JUNE 2009
The operations of private equity funds managed by CapMan in the
review period comprised direct investments in portfolio companies
mainly in the Nordic countries and Russia (CapMan Private Equity) as
well as real estate investments mainly in Finland (CapMan Real
Estate). The investment activities of funds making direct investments
in portfolio companies include mid-sized buyout investments in the
manufacturing industry and the service and retail sectors, technology
investments in growth stage and later growth stage technology
companies, life science investments in companies specialising in
medical technology and healthcare services, investments in mid-sized
companies operating in Russia, and investments in significant
minority stakes in listed mid-cap companies.
CAPMAN PRIVATE EQUITY
Investments in portfolio companies in January-June 2009
The CapMan funds made two new investments as well as several
follow-on investments during the review period, investing MEUR 73.8
in all. The new investment targets were Nobia AB and Metals and
Powders Holding AB. The largest follow-on investments during the
review period were in Avelon Group Oy, InfoCare AS, Komas Group Oy,
Metallfabriken Ljunghäll AB, Proxima AB and ScanJour A/S. In the
comparable period of the previous year the funds made three new
investments as well as follow-on investments amounting to MEUR 67.9.
Exits from portfolio companies in January-June 2009
The CapMan funds exited completely from XLENT AB and partially from
Å&R Carton AB in the period under review. It is expected that the
partial exit from Å&R will be closed in August. Additionally the
Birdstep Technology ASA shares, which had been received in connection
with the exit from Secgo Software in 2007, were sold. Final and
partial exits at acquisition cost by the funds during the review
period totalled MEUR 3.3. During the comparable period in 2008 the
funds exited completely from two companies and partially from several
others and exits at acquisition cost, including repayments of
mezzanine loans, amounted to MEUR 23.5.
CAPMAN REAL ESTATE
Investments in and commitments to real estate acquisitions and
projects in January-June 2009
During the review period the CapMan Real Estate funds made two new
investments and several follow-on investments worth MEUR 85.8 in all.
CapMan Real Estate I fund invested in a commercial property in
Tuusula in April and acquired an office property in the Helsinki
suburb of Munkkiniemi in June. The largest follow-on investment was
made in the Kauppakeskus Skanssi shopping mall in Turku, which was
completed and opened to the public in April. In addition, as at 30
June 2009 the funds had made commitments to finance real estate
acquisitions and projects over the next few years to the amount of
MEUR 22.0. In the comparable period the funds exercised their
commitment to finance the Skanssi shopping mall and made new
investments in 39 hotel properties, two retail properties, one land
area as well as several follow-on investments in other targets
amounting to MEUR 915.7. Commitments to financing new projects
totalled MEUR 227.8 on 30 June 2008.
Exits from real estate investments in January-June 2009
An exit by CapMan Real Estate I fund from the office property located
at Ludviginkatu 3-5 in Helsinki was announced during the review
period. The transaction was closed after the review period in July.
The funds did not make exits from real estate investments during the
comparable period.
FUNDS' INVESTMENT ACTIVITIES IN FIGURES
Funds' investments and exits at acquisition cost, MEUR
1-6/2009 1-6/2008 1-12/2008
New and follow-on investments
Funds investing in portfolio companies 73.8 67.9 232.6
Buyout 42.9 62.1 190.3
Technology 5.6 3.9 20.3
Life Science 1.1 1.9 5.2
Russia 3.2 - 16.8
Public Market 21.0 - -
Real estate funds 85.8 915.7 1,070.4
Total 159.6 983.6 1,303.0
Exits
Funds investing in portfolio companies 3.3 23.5 39.4
Buyout - 17.9 20.9
Technology 3.3 5.6 14.6
Life Science - - 3.9
Russia - - -
Public Market - - -
Real estate funds - - -
Total 3.3 23.5 39.4
* Including partial exits and repayments of mezzanine loans.
In addition, as at 30 June 2009 the real estate funds had made
commitments to finance real estate acquisitions and projects to the
amount of MEUR 22.0.
The funds' aggregate combined portfolio* as at 30 June 2009, MEUR
Portfolio at Portfolio at Share of
acquisition fair value portfolio
cost (fair
value) %
Funds investing in portfolio
companies 896.8 803.9 39.5
Real estate funds 1,316.3 1,228.8 60.5
Total 2,213.1 2,032.7 100.0
Funds investing in portfolio
companies
Buyout 695.9 651.9 81.1
Technology 118.9 74.6 9.3
Life Science 41.0 24.7 3.1
Russia 20.0 20.0 2.5
Public Market 21.0 32.7 4.0
Total 896.8 803.9 100.0
* Aggregated entity formed of all investments of funds under
management.
Remaining investment capacity
After deduction of actual and estimated expenses, as at 30 June 2009
the funds that invest in portfolio companies had remaining investment
capacity amounting to some MEUR 860 for new and follow-on
investments. Of the remaining capital, some MEUR 500 was earmarked
for buyout investments (incl. mezzanine investments), some MEUR 140
for technology investments, some MEUR 35 for life science
investments, some MEUR 95 for CapMan Russia team's investments and
some MEUR 90 for CapMan Public Market team's investments. The real
estate funds had remaining investment capacity amounting to some MEUR
340.
APPENDIX 3: CAPITAL AND MANDATES UNDER MANAGEMENT OF ASSOCIATED
COMPANY ACCESS CAPITAL PARTNERS ON 30 JUNE 2009
CapMan Plc owns a 35% holding in the European company Access Capital
Partners, which manages funds of funds. As at 30 June 2009 Access
Capital Partners had capital under management of approx. EUR 2.5
billion. Further information about the operations of Access Capital
Partners is available on the Internet:
www.access-capital-partners.com.
Fund/Mandates Size, MEUR
Access Capital Fund 1) 250.3
Access Capital Fund II Mid-market buy-out 1) 153.4
Access Capital Fund II Technology 1) 123.5
Access Capital Fund III Mid-market buy-out 1) 307.4
Access Capital Fund III Technology 1) 88.9
Access Capital Fund IV Growth buy-out 1) 425.0
Access Capital Fund IV High Growth Technology Europe 1) 35.0
Private Equity Mandates 1,162.0
Total 2,545.5
1) The fund is comprised of two or more legal entities (parallel
funds are presented separately only if their investment focuses or
portfolios differ significantly).
CapMan Plc Group's share of the carried interest from the Access
funds is: Access Capital Fund: 47.5%, Access Capital Fund II: 45%,
Access Capital Fund III: 25%, Access Capital Fund IV: 25%,
Access/Private Equity Mandates: 25%.
