LEVERATOR PLC INTERIM REPORT 1 JANUARY – 31 MARCH 2012


Leverator Plc     Interim Report  4 May 2012 at 10:30 a.m. EET

 

Business

Leverator Plc’s (Leverator) business consists of the issue of bonds and the grant of loans to CapMan Mezzanine IV L.P. mezzanine fund (CMM IV). Leverator’s result is formed by the difference between interest received from CMM IV’s loans and interest paid to bondholders. The issued bonds are listed on the Helsinki Exchanges (Nasdaq OMX Helsinki).

 

Bonds

Leverator has issued a serial loan with a fixed coupon interest of 8.162%. The bonds were issued in five tranches in accordance with the loan capital needed by CMM IV, and investors subscribed all five tranches according to their commitments. The final size of the bond totalled MEUR 192 on 18 June 2009. The final loan maturity is 21 June 2016. Leverator has a call option to repay the bonds or part thereof not earlier than 22 June 2009.

Leverator repaid 11.3% of the original loan capital, equivalent to EUR 21,701,760, in accordance with the terms of loan on 21 June 2011. The outstanding bond loan totalled EUR 149,178,240 on 31 March 2012.

 

Issued tranches and Leverator’s financial performance

 

Issued tranches (trading code LEVJ816216)
 
Tranche Issue date Size of the tranche, MEUR Date of listing Subscription price, %
1st tranche 12 July 2004 8.0 13 July 2004 100.00
2nd tranche 5 June 2006 40.0 13 June 2006 99.137
3rd tranche 28 March 2007 48.0 13 April 2007 98.290
4th tranche 28 April 2009 36.0 5 May 2009 97.389
5th tranche 18 June 2009 60.0 25 June 2009 98.468

   

Leverator’s turnover for the review period was EUR 0, because the Company’s interest earnings and interest expenses are presented as financial items in the income statement. Leverator’s operating loss was EUR 20,365 (EUR 13,100 for the review period 1 January – 31 March 2011) and financial income and expenses totalled EUR 93,236 (EUR 55,195). The result for the review period was EUR 55,018 (EUR 31,150).

       

Leverator’s solvency and risks

The security for the bonds is Leverator’s receivable from CMM IV. The security for this receivable to Leverator is CMM IV’s mezzanine loan receivables from portfolio companies as well as associated options and portfolio company shares that are possibly subscribed on the basis of those options.

Leverator’s solvency to pay the bonds’ interest and principal is based on CMM IV’s solvency to pay the loan receivable and interest to Leverator. CMM IV’s solvency is dependent on its mezzanine loan receivables from portfolio companies and on the value of associated options or shares as well as on CMM IV’s right to call the commitments and clawback of the Fund’s Limited Partners. The most significant risks or uncertainty factors in Leverator’s operations are that the portfolio companies would not be able to pay their debt to the fund, that the fund’s Limited Partners would not be able to fulfil their obligations in accordance with fund agreement or that the fund’s solvency would be put at risk due to some other cause.

An examination of CMM IV’s solvency to manage the loan receivable to Leverator is first carried out in order to determine Leverator’s solvency.

 

CMM IV’s solvency 31 March 2012

    MEUR
Outstanding balance to Leverator   149.2
   
CMM IV’s mezzanine loans and associated options and shares:  
     - acquisition cost* 129.2
     - value appreciation* -16.7
Net cash assets  
     - bank deposits 24.6
     - outstanding interest receivables** 0.4
     - accumulated interest receivables** 2.2
     - Leverator/accumulated interest -3.5
Commitments at call from Limited Partners 10.0
Clawback at call 10.9
Total 157.1

 

 

* Figures reported by CMM IV's management company taking also into account a 10% allowance for depreciation.

** Excludes interest receivables that are outstanding or have accumulated that are not booked in the Fund's accounts because of the uncertainty whether they can be collected.                                                                

As CMM IV's financial assets exceed the total loan receivables of Leverator, the latter's receivable due from CMM IV presented below can be booked in full.

                                                                

The values given above are reported by CMM IV’s management company. The management company’s assessment of the value appreciation of mezzanine loans and associated options and shares is based on reporting principles common to the private equity industry. These principles aim at take into account risk factors caused by the general economic environment. The amount of commitments and clawback that the fund has a right to call from the Fund’s Limited Partners is based on CMM IV’s fund agreement.


   

Leverator’s solvency 31 March 2012

 

  MEUR
Balance of bonds at nominal value 149.2
   
Leverator’s receivable from CMM IV at nominal value 149.2
Net cash assets 0,7
Total 149.9

 

Leverator’s solvency exceeds the balance of the bonds.

 

Leverator’s more detailed financial position is presented in the income statement, balance sheet, statement of changes in equity and cash flow statement in Appendix 1. There are no exceptional liabilities of Leverator or CMM IV in the knowledge of Leverator’s Board of Directors that should be considered in the above calculations.

 

Leverator’s ownership

The owners of Leverator Plc are CapMan Plc, Etera Mutual Pension Insurance Company, Foundation for Economic Education, Ilmarinen Mutual Pension Insurance Company, OP Life Assurance Company Ltd, Pharmacy Pension Fund, Mandatum Life Insurance Company Limited, Varma Mutual Pension Insurance Company and Yleisradio Pension Fund with equal holdings.

 

Leverator’s Board of Directors

On 4 May 2012 the shareholders of Leverator Plc elected the following members to the Company’s Board of Directors: Mr Tatu Hemmo, Mrs Nina Härkönen, Mr Staffan Jåfs, Mr Harri Lemmetti, Mr Olli Liitola, Mr Tommi Mäkelä, Mrs Katja Salovaara, Mr Tomi Viia, and Mr Kyösti Ylikortes. The members elected [xxxx] as Chairman of the Board.

 

Future outlook

Developments in the general market environment in the next few years may continue to cause difficulties in the ability of fund’s portfolio companies to pay interest on their mezzanine loans and repay principal to the fund in accordance with original loan terms. Restrictions in the portfolio companies’ senior loan agreements may in certain cases prevent the companies from meeting their interest payments in accordance with the original loan terms during the current year. These, in turn, might weaken the fund’s ability to meet in full its debt to Leverator Plc, which would affect Leverator Plc’s solvency.

 

It is highly probable that Leverator Plc’s interest earnings will cover its interest payable and other expenses in 2012.

 

Leverator Plc will publish its Interim Report 1 April–30 June 2012 on 9 August 2012.


 

Helsinki 4 May 2012

 

LEVERATOR PLC

 

Board of Directors

 

For further information, please contact:

Olli Liitola, CEO, tel. +358 207 207 506 or mobile +358 400 605 040

 

 

DISTRIBUTION

NASDAQ OMX Helsinki

Principal media

Bondholders

 

APPENDIX 1.                     Income statement, balance sheet, statement of changes in equity and cash flow statement

 

Interim Report 1 January – 31 March 2012 has been prepared in compliance with International Financial Reporting Standards (IFRS) and the accounting principles applied are the same as in the financial statements for 2011. The information presented is un-audited.


 

APPENDIX 1. Income Statement, Balance Sheet, Statement of Changes in Equity and Cash Flow Statement

   

INCOME STATEMENT, IFRS      
       
EUR 1.1.-31.3.2012 1.1.-31.3.2011 1.1.- 31.12.2011
       
Turnover 0 0 0
       
Personnel expenses 0 0 -24,400
Other operating expenses -20,365 -13,100 -73,734
       
Operating loss -20,365 -13,100 -98,134
       
Financial income and expenses 93,236 55,195 301,123
       
Profit before taxes 72,871 42,095 202,989
       
Income taxes -17,853 -10,945 -52,777
       
Profit for the financial year 55,018 31,150 150,212
       
Total comprehensive income, IFRS      
The company does not have items      
included in comprehensive income.      
       
Earnings per share:      
       
Earnings per share, € 0.0535 0.0303 0.1460

 

   

BALANCE SHEET, IFRS      
       
EUR 31.3.2012 31.3.2011 31.12.2011
       
ASSETS      
       
Non-current assets      
       
Investments      
Other investments 149,178,240 170,243,545 149,178,240
       
Total non-current assets 149,178,240 170,243,545 149,178,240
       
Current assets      
       
Current receivables 3,501,095 4,342,161 337,863
Cash and bank 513,867 422,076 575,600
       
Total current assets 4,014,962 4,764,237 913,463
       
TOTAL ASSETS 153,193,202 175,007,782 150,091,703
       
       
SHAREHOLDERS' EQUITY AND      
LIABILITIES      
       
Shareholders' equity      
       
Share capital 102,857 102,857 102,857
Retained earnings 506,207 355,995 355,995
Profit for the financial year 55,018 31,150 150,212
       
Total shareholders' equity 664,082 490,002 609,064
       
       
Liabilities      
       
Non-current liabilities 149,178,240 170,139,858 149,178,240
Current liabilities 3,350,880 4,365,722 304,399
Deferred tax liabilities 0 12,200 0
       
Total liabilities 152,529,120 174,517,780 149,482,639
       
TOTAL SHAREHOLDERS' EQUITY 153,193,202 175,007,782 150,091,703
AND LIABILITIES      

   

STATEMENT OF CHANGES IN EQUITY, IFRS    
         
  Share capital Other reserves Retained   earnings Total equity
Equity on 31.12.2011 102,857 0 506,207 609,064
Profit for the financial year     55,018 55,018
Equity on 31.3.2012 102,857 0 561,225 664,082
         
  Share capital Other reserves Retained earnings Total equity
Equity on 31.12.2010 102,857 0 355,995 458,852
Profit for the financial year     150,212 150,212
Equity on 31.12.2011 102,857 0 506,207 609,064

   

 

CASH FLOW STATEMENT, IFRS      
       
EUR 1-3/2012 1-3/2011 1-12/2011
       
Cash flow from operations      
Operating profit 55,018 31,150 150,212
Other adjustments to operating profit -116,751 -83,800 -449,411
Interest paid 0 0 -13,061,577
Interest received 0 0 13,461,650
Cash flow from operations -61,733 -52,650 100,874
       
Cash flow from investments      
Change in long-term loan receivables 0 0 21,701,760
Cash flow from investments 0 0 21,701,760
       
Financial cash flow      
Change in long-term liabilities 0 0 -21,701,760
Financial cash flow 0 0 -21,701,760
       
Change in cash funds -61,733 -52,650 100,874
Cash funds at start of the period 575,600 474,726 474,726
Cash funds at end of the period 513,867 422,076 575,600