INTERIM REPORT As of 30 September 2013
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INTERIM REPORT as of 30 September 2013 30 25 20 15 10 5 0 3 3 2 2 3 2 1 1 2 1 1 0 0 1 1 1 1 1 1 1 1 1 1 1 1 1 . 2 9 6 3 2 9 9 6 2 9 3 6 3 . 1 1 1 . 1 1 1 0 0 0 0 0 0 0 1 1 1 3 3 3 3 3 3 3 3 3 3 3 3 3 Share Price Share Price (CHF) As of 30 September 2013: Share Price: CHF 21.00 Net Asset Value per Share: CHF 38.71 COMPANY PROFILE APEN Ltd. is a Swiss investment company with the objective of achieving long-term capital growth for shareholders, by actively managing a well balanced portfolio of private equity funds and direct investments in privately held operating companies. APEN Ltd. is listed on the SIX Swiss Exchange under the ticker symbol “APEN”. APEN Private Equity INTERIM REPORT AS OF 30 SEPTEMBER 2013 QUARTERLY HIGHLIGHTS APEN Ltd. (the “Company”) performed in line with expec - Investment highlights during the third quarter included two tations. The net asset value (“NAV”) remained stable during exits from our investment in Apollo VI fund. APEN received the quarter, reaching CHF 38.71 per share as of 30 Sept- USD 2.1 million of cash proceeds in July from the sale of ember 2013 (30 June 2013: CHF 38.83, 31 December 2012: Realogy , and the fund still retains a stake in this company. CHF 56.73, 30 September 2012: CHF 57.50). The main factor This transaction concludes a monetization process that for the minor decrease was a significant weakening of began nine months ago with Realogy’s USD 1.2 billion initial the US dollar against the Swiss franc ( –4.5%) and a slight public offering, which was followed by a USD 1.7 billion decrease of the Euro against the Swiss franc ( –0.9%) dur- secondary sale in April. Additionally, after the successful IPO ing the quarter which overcompensated the strong perfor - of Norwegian Cruise Line in January 2013, Apollo VI sold mance of the portfolio. The share price of the Company a substantial number of shares in a secondary transaction decreased by 4.5% to CHF 21.00 per share during the in August 2013, resulting in a distribution for APEN in the quarter. amount of USD 0.5 million. Investment income as of 30 September 2013 was 33% Further highlights included EQT V’s sale of Springer higher compared with the same period last year and mainly Science and Business Media , the world’s second largest reflects the strong US financial market, especially the equity publisher of Scientific, Technical and Medical (“STM”) markets, with main indices hitting all time highs. Many fund journals by titles, and the largest publisher of STM books. managers were taking advantage of the public equity market Springer is also the largest specialist information provider window and initiated processes for or executed listings of in German-speaking countries. APEN received proceeds of portfolio companies. The debt market has also been very EUR 1.2 million from this sale. favorable, with extended loose monetary policies from the world central banks, and the underlying companies have SFW completed a refinancing of AgData , a leading provider been able to refinance debt with upcoming maturities and of strategic data and analytical solutions to the world’s larg- also execute recapitalizations at reasonable costs. We see est agricultural and animal health product manufacturers, in this quarter’s result as a reflection of the strengthening August and distributed a substantial part of the original financial environment in developed markets. The outlook equity capital, which the fund had invested in the business. for both the US and Europe is still cautious, although the US has shown more clear signs of a recovery. During the third quarter, one new investment in excess of CHF 1 million was concluded. The investment was made by The portfolio continues to have a bias towards USD-deno - GMT III. The fund now holds a stake in IT-Ernity , a leading minated investments, the majority of which have their provider of managed services and shared hosting for small- primary activities in North America, totaling 20 funds out and medium-sized businesses in the Netherlands. of a total of 42 funds. There are also 14 funds focusing on Western Europe, while one fund invests solely in Central During the quarter, several investment opportunities were Europe. Finally, six funds are focused on investments in reviewed, but so far none resulted in an investment. These emerging markets. The ten largest fund investments make opportunities are in line with the new strategy, which the up close to 53% of total investments while the twenty Company announced mid-year, to focus on both fund and largest funds make up 76% of fund investments. The Com - direct investments in emerging markets. pany feels well positioned with the current diversification of its mature investment portfolio. Impairments of non-current assets as of 30 September 2013 amounted to CHF 2.0 million (30 September 2012: CHF 6.2 Knowledge Universe Enterprise , one of the Company’s million). The amount is significantly lower than in the past direct investments, completed a dividend payment to its two years and reflects the strength of the portfolio. Only in shareholders with the excess cash on its balance sheet. The a few cases is the fair value of a fund either more than 30% company also extended the divestment deadline from lower than cost or the fair value is lower than cost for an October 2013 to October 2015 since the US part of the busi - extended period (more than 12 months). ness still needs time to reap the benefits of the thorough restructuring it is going through. Finally, the investment in Cash stood at CHF 44.2 million as of 30 September 2013 K12, an online education school for students 12 years and and unfunded commitments amounted to CHF 50.9 million. under, which was held through the holding company of Overall, the liquidity situation remains solid. Distributions Knowledge Universe Enterprise, was distributed to investors. of CHF 16.4 million, received during the last quarter, out - weighed capital calls of CHF 4.1 million by a factor of 4.0. Whenever the cash balance of APEN Holdings LLC and its 2 INTERIM REPORT AS OF 30 SEPTEMBER 2013 1. Diversification by Investment Focus subsidiaries exceeds USD 13.0 million, the Company is as of 30 September 2013 required to make a principal repayment on the Fortress Expressed as % of invested assets applying fair values loan. Such payments, in the amounts of USD 10 million, USD 3.0 million and USD 2.0 million, were made in July, August and September. Venture 4.0% Growth 7.5% The Company recorded a net gain as of 30 September 2013 Mezzanine 1.1% of CHF 0.9 million (30 September 2012: net loss of CHF 9.4 million). Buyout 87.4% Outlook Several investment opportunities in both Asia and Latin America are being pursued. Those include direct co-invest - ments and primary as well as secondary fund investment situations. All situations are still in a negotiation phase, so that any prediction about the likelihood of an investment 2. Diversification by Years Held and its timing is very difficult to make. as of 30 September 2013 Expressed as % of invested assets applying fair values On the divestment side, the fourth quarter is off to a strong start, as a number of exits have resulted in solid investment in % income and cash inflows. 46.2% 45 40 In October, Madison Dearborn V completed the sale of 35 Yankee Candle Investments , LLC to Jarden Corporation 30 25 (NYSE: JAH) for approximately USD 1.75 billion. Further - 20.3% 20 more, Titan Fitness , a WestView investment, was sold to 13.1% 15 10.2% LNK Partners. In connection with this sale, APEN received 10 2.2% 3.2% 4.9% USD 1.7 million in cash with an additional small amount to 5 be held in escrow for approximately one year. The total pro - 0 0–1 year 1–2 years 2–3 years 3–4 years 4–5 years 5–6 years > 6 years ceeds from the sale of Titan Fitness are representing 2.8 times of invested capital. Due to the cash flow positive nature of the portfolio, further principal repayments on the Fortress facility of USD 6.0 mil - 3. Diversification by Region lion and USD 3.0 million were made in early October and as of 30 September 2013 early November, respectively. Following these payments, the Expressed as % of invested assets applying fair values Company has so far made principal repayments under the Fortress facility in the amount of USD 24.0 million. Strong expected cash flows in the fourth quarter will most likely North America 55.5% result in the Company making further payments to Fortress in early December and January. Other regions 8.5% Europe 36.0% 3 INTERIM REPORT AS OF 30 SEPTEMBER 2013 TOP 20 INVESTMENTS UPDATE As of 30 September 2013, the total fair market value of Sprouts Farmers Market the Group’s 20 largest holdings was CHF 103.2 million. Sprouts Farmers Market is a high-growth, differentiated, This represents 30.8% of invested assets. There were two specialty retailer of natural and organic foods, focusing on changes to the Top 20 investments during the third quarter: health and wellness, at great value. The company offers a Sprouts Farmers Market and Pinnacle Foods made it onto complete shopping experience that includes fresh produce, the list for the first time after their IPOs during this year.