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Annual-Report-2015.Pdf ANNUAL REPORT 2015 ARCAPITA ANNUAL REPORT 2015 | 1 This Annual Report contains certain “forward-looking” statements, and such information is based on the beliefs of Arcapita, as well as on assumptions made by, and information currently available to, Arcapita. When used in this Annual Report, the words “anticipate”, “believe”, “estimate”, “expect”, “plan”, “intend”, and words or phrases of similar import, are intended to identify forward-looking statements. Such forward-looking statements may include, without limitation, statements relating to the following: Arcapita’s plans, strategy, objectives or goals; Arcapita’s future economic performance or prospects; specific country, region and worldwide business environment; potential effect on future performance of certain contingencies; and assumptions underlying any such statements. These statements are inherently subject to significant business, economic, competitive, regulatory and operational uncertainties, contingencies and risks, both specific and general in nature, many of which are beyond the control of Arcapita. Any forward-looking statements are speculative in nature, and it can be expected that one or more of the assumptions underlying such statements will prove not to be accurate, and unanticipated events and circumstances may occur. Actual results and events will likely vary from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements, and such variations may be material. Consequently, this Annual Report should not be regarded as a representation by Arcapita that the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements will be achieved and should not be relied on. Arcapita does not intend to update these forward-looking statements. Note: “$” refers to US dollars throughout. 2 | ARCAPITA ANNUAL REPORT 2015 Overview Geographic Presence 5 TABLE Arcapita Values 5 OF CONTENTS Chairman’s Message 6 Chief Executive Officer’s Message 8 Our Business Business Model 10 Clients 10 Lines of Business 10 Investment Process 12 Current and Exited Portfolio 13 Corporate Governance Overview 14 Board Committees 15 Management 16 Organizational Structure 17 Financial Highlights 20 Arcapita Group Independent Auditors’ Report to the Shareholders 22 Holdings Limited Consolidated Statement of Financial Position 23 Consolidated Statement of Income and other Comprehensive Income 24 Consolidated Statement of Cash Flows 25 Consolidated Statement of Changes in Equity 26 Notes to the Consolidated Financial Statements 27 Shari’ah Supervisory Board’s Report to the Shareholders - AGHL 43 Arcapita Investment Independent Auditors’ Report to the Shareholders 45 Management B.S.C. (c) Report of the Board of Directors 46 Statement of Financial Position 47 Statement of Income and Other Comprehensive Income 48 Statement of Cash Flows 49 Statement of Changes in Equity 50 Notes to the Financial Statements 51 Shari’ah Supervisory Board’s Report to the Shareholders - AIM 59 Our People Board of Directors 60 Shari’ah Supervisory Board 62 Senior Management 63 Management Team 64 Contact Information 66 ARCAPITA ANNUAL REPORT 2015 | 3 OVERVIEW Arcapita originates global alternative investments, which comply with Shari’ah principles, for its investors and shareholders. At the center of one of the fastest growing wealth markets in the world, Arcapita serves an exclusive group of investors in the GCC region and Southeast Asia. With offices in Bahrain, Atlanta, London and Singapore, Arcapita possesses the footprint to invest on a global scale. 4 | ARCAPITA ANNUAL REPORT 2015 Arcapita currently operates out of the following offices: GEOGRAPHIC • Manama, Bahrain: Covering the GCC region and India; • Atlanta, US: Covering the United States; PRESENCE • London, UK: Covering the UK, Western, Central and Eastern Europe; and • Singapore: Covering Southeast Asia, China, Japan and Australia. London Atlanta Bahrain Singapore Selected countries where Management has overseen investments Arcapita offices ARCAPITA Quality Transparency We believe passionately in the long-term We have built a system of governance to VALUES value creation that comes from insisting on ensure that our processes, our products the very best people, systems and processes. and services are all clearly defined and The professionalism of our people is at the communicated to ensure full transparency heart of everything that we do and the way for all stakeholders. in which the firm approaches its business with all of its stakeholders. This leads to Alignment with our investors the strong and long-lasting relationships on which we have built our business. We believe wholeheartedly in the importance of investing alongside our investors, ensuring that our success is always closely correlated with theirs. ARCAPITA ANNUAL REPORT 2015 | 5 CHAIRMAN’S MESSAGE Abdulaziz Hamad Aljomaih Chairman Arcapita has ended fiscal year (“FY”) 2015 successfully, having achieved revenues of $35.5 million and net income of $11.4 million, representing increases of 21% and 13% respectively over FY 2014. Total equity as at June 30, 2015 amounted to $81.1 million, including approximately $61.7 million of funded capital, $14.9 million of retained earnings and $4.7 million in proposed dividend distribution, subject to the approval of the shareholders at the Annual General Meeting. Financial performance during FY 2015 was driven by the accelerated exit of several investments and the enhanced value of the investment portfolio. During FY 2015, we generated approximately $2.3 billion in exit proceeds for our investors through the sale of a number of significant assets including Arcapita Qatar Real Estate Investment (Lusail), Arcapita Senior Living IV, PODS and J.Jill in the United States, and Freightliner in the United Kingdom. We are pleased with the profitable outcome of these investments, which follow a series of positive and notable exits achieved by Arcapita over the past two years. Our ability to create value by driving operational and financial improvements within the investment portfolio was a critical success factor in achieving our year-end targets. We have dedicated significant resources over the past few years to developing our portfolio management expertise and this has yielded positive results. Our investment teams create value by efficiently allocating capital, accelerating the growth of key revenue lines, streamlining operations and ensuring management incentives are aligned. Market conditions were also a key success factor in helping us achieve strong exits this year. Lower oil prices, buoyant equity markets and the abundant supply of low-cost financing have created a favorable environment for exits. We continue to focus on maximizing the value of the investment portfolio we manage on behalf of our investors and on introducing new investment opportunities. We have an active new deal pipeline and expect to complete a number of new investments across global markets over the next 12 months. In May 2015, Arcapita signed an agreement with Mubadala Development Company to acquire a residential complex of three-low rise buildings within the gated Saadiyat Beach Residences 6 | ARCAPITA ANNUAL REPORT 2015 community in Abu Dhabi (“Saadiyat Beach Apartments”) for a total transaction value of approximately $187 million. The residential complex is under a three-year master lease to the Tourism Development & Investment Company (TDIC), a sovereign Abu Dhabi entity. Constructed in 2013 to high-quality standards, the complex is composed of 285 apartments and is designed to foster a close-knit community while providing high-end facilities and amenities. We believe that our investment in Saadiyat Islands offers unique access to the residential real estate sector in Abu Dhabi, which is driven by large government-led development projects, a fast-growing population and a limited supply of high-quality residential apartments. We will continue to pursue investments in sectors where (i) Arcapita’s management team has a strong track record and has built significant expertise; (ii) we have a clear opportunity to generate superior risk-adjusted returns; and (iii) we have sufficient demand from our clients. Arcapita is focused on growing its real estate and private equity product offerings. We will seek stabilized real estate assets offering investors a recurring income stream with a target size of approximately $50 to $150 million in equity capital. Arcapita anticipates partnering reputable joint venture partners and asset managers, as appropriate. We hope to pursue private equity opportunities. We intend to source and acquire controlling and non-controlling interests in established, US middle market companies with a target size of approximately $25 to $100 million in equity capital. We will also leverage our existing capabilities to introduce and grow a range of service offerings including managed accounts and real estate solutions. We believe that Arcapita is well positioned to take advantage of the dynamic economic landscape. Our strength comes from the diversity and commitment of our people, our global network of relationships and from our unique investor relationships. We are keen to continue executing our growth plan in line with our new corporate investment philosophy, which includes: • Maintaining a balance sheet-light model that adopts a more conservative approach to underwriting new investments, and relies on pre-placements and ”club” syndications; • Maintaining a flexible cost base relative to our
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