Audited results for the year ended 31 January 2014

RNS Number : 0281F
Graphite Enterprise Trust PLC
17 April 2014
 

 

17 April 2014

GRAPHITE ENTERPRISE TRUST PLC

 

AUDITED RESULTS FOR THE

YEAR ENDED 31 JANUARY 2014

 

Following the Company's voluntary disclosure of its unaudited results for the year ended 31 January 2014 by way of a preliminary announcement dated 27 March 2014, the Company now releases its audited annual report and accounts for the year ended 31 January 2014. This announcement contains the information previously disclosed in the preliminary announcement, with some minor updates. These include updates to the "Events since year end" section of the Portfolio Review to reflect cash flows which have occurred since the preliminary announcement, and a breakdown of the Company's capital reserve between realised and unrealised in the Consolidated Statement of Changes in Equity note.

 

The financial information set out below does not constitute the Company's statutory accounts for the year ended 31 January 2014 or the year ended 31 January 2013. The annual report and accounts will shortly be available on the website at www.graphite-enterprise.com

 

The 2014 Annual General Meeting will be held at 3.30pm on 11 June 2014 at the
Westbury Hotel, Bond Street, London W1S 2YF.

 

Highlights of the Year

 

Graphite Enterprise made solid progress in the year to January 2014 with the net asset value per share increasing by 7%, despite the adverse effect of currency movements.  The performance of the portfolio was strong, driven by continued growth in underlying profits and by a number of successful realisations.

 

We have been very active both in realising and in making investments, with
£118 million generated by the portfolio during the year, a record level, and more than £90 million re-invested. Our strong balance sheet leaves us very well placed to take advantage of further opportunities.

 

The Company has been one of the top performers in the listed private equity sector over recent years.  Our flexible investment strategy and the strong performance of the largest investments position Graphite Enterprise very well for future growth.

 

+15.7%


+7.2%

Share price

The share price materially outperformed the
FTSE All-Share Index and has increased by 88%
over three years


Net asset value per share

The NAV per share increased to 677p, outperforming the FTSE All-Share Index which increased by 6.4% in the year

 

+13.8%


15.5p

Underlying value of the portfolio in local currencies

The portfolio grew strongly, driven by underlying earnings growth and realisations

 


Record dividend

The dividend will increase to 15.5p of which 7.5p is a final dividend and 8.0p a special dividend

£118m


£91m

Realisation proceeds

28% of the opening portfolio was realised; in cash terms this was the highest ever

 


Investment in the portfolio

The rate of investment was two thirds higher than in the previous year

 

 

Chairman's statement

 

Summary

 

Graphite Enterprise made solid progress in the year to 31 January 2014, with the net asset value per share increasing by 7.2%. This continued the recent strong performance with the net asset value increasing by nearly 30% over three years and by well over 50% over five years1.

 

The share price performed strongly during the year, rising by 15.7% to 563.5p and materially outperforming the Company's benchmark, the FTSE All-Share Index, which rose by 6.4%.  Over three years the share price had increased by 88.4%, compared with a rise of 27.7% in the FTSE All-Share Index1. Reflecting the rise in the share price, the discount to the net asset value per share narrowed from 22.9% to 16.8% during the year. The share price has been stronger since the year end, reaching a new all-time high earlier this month. 

 

The growth in net asset value reflected a 13.8% increase in the value of the investment portfolio in local currencies. This was partially offset by a rise in sterling against the euro which reduced the sterling value of our euro-denominated investments and limited the overall portfolio rise in sterling terms to 11.0%. After adjusting for the effect of holding cash, costs and for the payment of the last year's dividend, the overall increase in the net asset value per share was 7.2%.

 

At 31 January, total assets had risen to £503 million of which 86% was invested in the portfolio. The balance was held in cash and liquid assets which rose to £68 million, driven by the high level of realisations. When the cash balance is added to the undrawn bank facility, the Company has over £150 million of liquidity. This allowed us to materially increase the level of commitments to funds, with over £200 million of new commitments made in the year.  The largest of these, of £100 million, was to Graphite Capital's latest buy-out fund.

 


31 January 2014

31 January 2013

Change

 

Net asset value per share

677.2p

631.5p

+7.2%

Share price

563.5p

487.0p

+15.7%

FTSE All-Share Index

3,497

3,287

+6.4%

 

Economic environment

 

The Company's investment programme continues to be focused on the more mature private equity markets in Western Europe.  At the year end, the largest exposures were to the UK, which accounted for 45% of the portfolio and to continental Europe which accounted for a further 40%.

 

The outlook for the UK has improved substantially over the past year, with the economic recovery appearing to gather strength in the second half. The performance of the major continental European economies has remained subdued.  However, concerns over the stability of the euro seem to have abated and a consensus is emerging that the major economies are now more likely to move forward rather than backward, although progress may be relatively slow in certain cases.

 

The performance of the investment portfolio in recent years has demonstrated that the private equity model can survive and often prosper in times of low or negative growth.  Indeed, economic uncertainty can often benefit the sector as new investments can be made at relatively attractive prices. A more favourable economic environment may make the sourcing of new investments more competitive but should prove to be very positive for the development of the current portfolio. 

 

Performance

 

Overview

The investment portfolio performed strongly in the year, increasing in value by 13.8% in local currencies, having increased by 14.3% in the previous year. However, as the euro fell by 4.1% against sterling during the period, the increase in the sterling value of the portfolio was restricted to 11.0%. As the investment portfolio accounted for just under 90% of net assets at the start of the year, the rise in the portfolio increased the net asset value by 9.8%. After adjusting for costs, the increase in the net asset value per share was 8.0%.  The dividend paid in the year represented 0.8% of net asset value and the net increase was therefore 7.2%.

 

Portfolio 

Nearly 60% of the underlying growth in the portfolio was generated by full and partial realisations. It is pleasing that full realisations continued to be achieved at values significantly above their carrying amounts.

 

Increases in the valuations of the unrealised portfolio accounted for just over 40% of the growth. This was driven by continued earnings growth and by debt pay-down, rather than by an increase in valuation multiples. 

 

As the largest 30 underlying companies accounted for 43% of the portfolio at 31 January, their performance will have a substantial impact on that of the Company.  These investments performed strongly, with EBITDA2 increasing on average by 13.6% in the 12 months to December 2013.  By comparison, the aggregate EBITDA of the FTSE 250 increased by 4.8% in the same period.

 

A more detailed analysis of the performance of the investment portfolio is given in the Portfolio Review.

 

Discount

The share price rose strongly in the year, with the result that the discount to the net asset value per share narrowed from 22.9% at the start of the year to 16.8% at the end.

 

The Board has consistently believed that the key to narrowing the discount is to generate demand for the shares though strong long term performance and clear communication of the Company's strategy. It has therefore been pleasing to see the discount narrow as the net asset value has continued to rise and as our active investor relations programme has continued to develop. We will continue to devote significant time to investor relations in 2014 and beyond. 

 

Long term performance3

We have always measured performance against the benchmark of the FTSE All-Share Index as we believe that this is the most relevant index for most of our shareholders, over 60% of whom are private individuals. We aim to outperform this index over the medium to long term. 

 

Over ten years, both the net asset value per share and the share price have outperformed the FTSE All-Share, with the net asset value increasing by 164% and the share price by 196%, compared with a rise of 125% in the Index.  Similarly, over three years both the share price and the net asset value have outperformed the Index.

 

The five year relative performance figures are distorted by the timing and severity of the financial crisis with the result that the share price very substantially outperformed the Index and the net asset value underperformed.  As our net asset value fell by far less than the share price or the Index in 2008, it has been recovering from a much higher base. As a result, although it has performed strongly, rising by 56.2%, this has been less than the 217.7% achieved by the share price and the 89.2% achieved by the Index.

 

The Company's performance against the listed private equity sector continues to be strong.  Over each of three, five and ten years, both our share price and net asset value total return have substantially outperformed the peer group average. 

 

Years to 31 January 2014

3

5

10

Net asset value per share

+29.4%

+56.2%

+164.4%

Share price

+88.4%

+217.7%

+196.1%

FTSE All-Share Index

+27.7%

+89.2%

+124.5%

Peer group average4

+19.9%

+21.0%

+127.8%

 

Balance sheet and commitments

 

The Company had cash balances at January 2014 of £68 million, an increase of £13 million over the year, reflecting the high level of net cash inflows from the portfolio, particularly in the second half of the year.  A record level of £118 million of cash was generated by the portfolio, of which £91 million was reinvested (see Portfolio Review for further details).

 

Since the year end, the cash balance has fallen to £59 million as a result of strong new investment activity.  When this cash balance is added to the undrawn bank facility of £98 million, this provides Graphite Enterprise with the capacity to fund substantial new investment over the coming years.  Our medium term aim is to be broadly fully invested while ensuring that we have sufficient liquidity to be able to take advantage of any attractive investment opportunities that might arise.

 

In order to generate a core level of new investment in the medium term, we made substantial commitments to new funds in the year totalling £201 million.  This included a commitment of £100 million to Graphite Capital's latest buy-out fund.  The Board's decision to make this substantial commitment reflects both the strong performance of Graphite Capital's previous fund and our aim of maintaining the Company's exposure to Graphite Capital's buy-outs at between 20% and 25% of the portfolio.

 

We expect outstanding commitments to be drawn down at a rate of approximately
£55-65 million per annum, depending on the speed at which funds make new investments.

 

While we are likely to make further commitments to new funds, a greater level of investment activity in the coming year is expected to be focused on the acquisition of secondary interests in funds and on co-investments alongside funds. By increasing secondary purchases and co-investments we aim to deploy our cash balance more quickly and enhance short term returns.

 


Investment portfolio

£ million

Investment portfolio % total  assets

Cash and other net assets

£ million

Cash and other net assets, % of total assets

 

Commitments £ million

31 January 2014

433.3

86.2%

69.3

13.8%

277.3

31 January 2013

415.2

88.1%

56.3

11.9%

126.5

31 January 2012

377.7

89.2%

45.9

10.8%

141.2

31 January 2011

356.6

89.2%

42.9

10.8%

173.7

31 December 2009

231.2

67.1%

113.4

32.9%

243.2

 

Revenue return and dividend

 

As we have highlighted in previous reports, most of our income is accounted for when underlying portfolio companies are sold and the accumulated interest on yield bearing instruments is paid. This makes the level of income in each year very difficult to predict. 

 

The record level of realisations in the year to January 2014 generated an exceptionally high level of income, which at £19.0 million was more than three times that of the previous year. As a result, the net revenue after tax for the year was £13.9 million or 19.0p per share, compared with just £2.3 million or 3.1p per share in the prior year.

 

In order to maintain investment trust status, the Company can retain no more than 15% of its total income. As a result of the unusually high level of income noted above, the Board is recommending that the total dividend should be increased from 5.0p to 15.5p. This will take the form of a final dividend of 7.5p and a special dividend of 8.0p.

 

The final dividend of 7.5p represents an increase of 50% over last year and is based on the level of income likely to be generated by the portfolio over the next few years. The special dividend of 8.0p reflects the exceptional level of income received in the year to January 2014. 

 

If approved by shareholders, the total dividend will represent a yield of 2.75% on the share price at 31 January and will result in a total payment to shareholders of £11.3 million. Both the final and special dividends will be paid on 18 June 2014. 

 

Outlook

 

In recent years we have highlighted the sensitivity of discounts in the private equity sector to broader economic factors, observing that discounts were usually particularly wide when the markets were weak and narrow when the markets were strong. In March 2011, we commented that if history continued to be a guide to the future, discounts would narrow and private equity share prices would rise as the economy recovered. We have therefore been pleased to see that since then, the discount has narrowed to below its long term average and the share price has risen by more than 60%, recently reaching a record high. During the last three financial years, the portfolio has generated over 75% of its opening value in cash and the net asset value has risen sharply, demonstrating the underlying strength of our model.

 

As we have noted before, future performance is likely to be driven primarily by the level of realisations. The rate of realisations accelerated steadily last year and we see no reason why this level of disposals should not continue in the coming year.  As realisations are almost invariably achieved at substantial uplifts to holding valuations, a continued flow of realisations would almost certainly have a positive impact on the future performance of the portfolio.  The strong performance of the largest investments will ensure they are well placed for exit at the appropriate time. 

 

The environment for new investment, while more challenging than that for realisations, is continuing to offer attractive opportunities for private equity managers who understand their markets and have a clearly defined investment strategy.  Prices for new investments invariably rise when the economic outlook improves but as they did not fall as far as many had expected during the downturn, the rise may not be as great in the upturn.  Private equity has historically achieved strong returns from investments made in the early stages of a recovery and there is no reason to believe that returns in this recovery will be any different.

 

Our investment strategy gives us the flexibility to adapt the mix of investments, cash and commitments to changing market conditions and to deploy our cash where we see the best relative value. The strength of our balance sheet leaves us well placed to take advantage of any opportunities which become available while the strong performance of the larger investments in our portfolio should continue to drive the net asset value performance. 

 

 

Mark Fane

16 April 2014

 

1. Throughout the report, one year performance figures are stated on capital return basis; longer term performance figures are stated on a total return basis (i.e. including the effect of re-invested dividends).

2. Earnings before interest, tax, depreciation and amortisation.

3. Total return basis, including the effect of reinvested dividends.  As the Company changed its year end in 2010, the five and ten year figures are for the 61 and 121 month periods to 31 January 2014.

4. Peer group comprises: Aberdeen Private Equity, F&C Private Equity, HarbourVest, JPMorgan Private Equity, Pantheon International Participations, Princess Private Equity, Private Equity Holding, Standard Life European Private Equity (funds-of-funds); 3i, Candover, Dunedin Enterprise, Electra, HgCapital, NB Private Equity Partners, SVG Capital (direct funds).

 

Market review

 

This section focuses on developments in the European buy-out market in which Graphite Enterprise invests almost exclusively.

 

Investment activity

 

The value of buy-outs completed in the European market rose marginally from €72 billion to €75 billion in 2013 while the volume of completed deals fell by 8% to 4591. The volume figures tend to be distorted by the relatively large number of smaller buy-outs completed each year, which typically account for approximately half of the volume but only a very small share of the value. Therefore, the fall in market volume was because the number under €50 million fell by 24% to 225.  In contrast, the number of completed buy-outs of over €50 million increased by 15% to 234, while their value rose by 4% to €69 billion.

 

Graphite Enterprise's portfolio is focused primarily on larger buy-outs, with approximately 40% in the mid-market (€50-250 million) and almost 50% in the large buy-out (>€250 million) segments of the market.  In both these markets, activity levels were higher in the year.  In the mid-market the volume rose 12% to 160 completed deals with a value 5% higher at €18 billion.  In the large buy-out market the volume of deals increased 21% to 74 representing a 4% rise in value to €51 billion. 

 

We believe that the variation in activity levels between small, mid and large buy-outs reflects the continuing difficulty of raising financing for small businesses.  In contrast, debt levels in the mid-market were slightly higher in 2013 than in 2012, while in the large buy-out market they were markedly higher2.  It is worth noting, however, that in both segments debt levels, which were typically in the range of 4-5 times EBITDA, were significantly below those at the peak of the market in 2007 of 5-7 times EBITDA.

 

Industry data2 suggests that prices paid for new investments were mainly in the range of 8-9 times EBITDA. This is significantly below the reported levels in 2007, which were generally in the range of 9-10 times EBITDA. In general the market in 2013 seemed to be more favourable for sellers than for buyers and prices paid for high quality companies remained high. More relevant for the comparison with 2007 is that the prices in that year were paid immediately prior to a recession while those paid in 2013 were potentially in advance of a sustained economic upturn.

 

Fundraising

 

Fundraising for European buy-outs rose sharply in 2013 with 49 funds reaching final closings of over €51 billion. This was almost double the €27 billion raised for the 32 funds closed in 20123.  The data, like that for new investments, is dominated by a small number of large funds and a high number of small funds.  Funds of less than €250 million accounted for almost half the number of funds closed but only 5% of their value, while funds over €1 billion accounted for 80% of the value and only 24% by number.

 

Graphite Enterprise's portfolio is focused primarily on mid-sized and large funds, with over 90% invested in funds of more than €250 million.  In the mid-sized range (€250 million to €1 billion) the number of funds raised rose by 25% to 15 with a combined value of €7 billion, while the rise in large funds (>€1 billion) was more pronounced, more than tripling in number to 12 and more than doubling in total value to €41 billion.

 

In value terms the fundraising market has returned to the peak levels of 2007 and 2008 when an average of €48 billion was raised for funds over €250 million.  However, the number of funds remains more than 40% below the peak of 48 funds raised in 2007.  A broadly similar amount of capital is therefore being concentrated on a far smaller number of managers and we are seeing many managers failing to reach their targets, while others are achieving theirs relatively quickly.

 

As an investor in funds, this bifurcation of the fundraising market presents certain opportunities for Graphite Enterprise.  We are not afraid to back managers that do not reach their fundraising target where we see value in their more recent investments, whereas the market tends to focus more on longer term track records.  Undersubscribed funds are more likely to generate co-investment and, potentially, secondary opportunities in which we are keen to invest.  The failure of certain managers to raise funds could lower competition for underlying investments which would be favourable for pricing in the medium term.

 

Secondary market

 

The market for secondary interests in funds remained strong in 2013 with approximately $28 billion of transactions completed globally compared with $25 billion completed in 20124. The reported value of the secondary market tends to be dominated by a few very large portfolios that only a small number of dedicated secondary funds have the scale to acquire. These sales are expected to continue in the near future primarily because continuing regulatory pressure on financial institutions is likely to encourage banks and insurance companies to sell private equity assets.

 

We operate in a smaller part of the market characterised less by strategic shifts by financial institutions and more by specific portfolio management objectives of a wide range of investor types.  In the last twelve months we have acquired fund interests from public pension funds in North America and the UK, a US bank and a US charitable foundation. We believe that selling investments in the secondary market is becoming an increasingly common way for investors to manage their overall portfolios.  We therefore expect to continue to see a strong flow of opportunities to acquire single fund interests and small portfolios in 2014. 

 

Secondary market pricing rose in the year for buy-out funds from an average of 89% of net asset value to an average of 92% of net asset value4.  High quality funds continued to trade at around net asset value or, in some cases, even a premium. 

 

Despite the high headline prices, we believe that secondaries continue to provide opportunities to buy in to maturing portfolios at reasonable valuations.  We believe that the insights into portfolios that we gain from being a primary investor in funds enable us to identify and acquire those funds with significant long-term growth potential.

 

1. Unquote Data: all European buy-outs 2013

2. Standard & Poors: LCD European Leveraged Buy-out Review 4Q13.

3. Preqin private equity fundraising database.

4. Cogent Partners: Secondary Market Trends and Outlook, January 2014

 

 

PORTFOLIO review

 

Portfolio performance overview

 

The portfolio continued to perform well in the year to January 2014, with the underlying value in local currencies increasing by 13.8%.  After adjusting for the depreciation of the euro, the sterling value of the portfolio increased by 11.0% in the year.

 

At the end of the year the portfolio was valued at £433.3 million, £18.1 million higher than at the start. Valuation gains of £57.3 million were partially offset by adverse currency movements of £11.5 million and a net cash inflow of £27.7 million. The net inflow masks a high level of underlying activity, with realisations of £118.3 million and new investment of £90.6 million. 

 


£m

Opening portfolio

415.2



Additions

90.6

Disposal proceeds

  (118.3)

Net cash inflow

(27.7)



Gains on disposals

32.8

Unrealised valuation gains

    24.5

Total underlying valuation gains

57.3

Currency

(11.5)

Closing portfolio

433.3

 

 

Gains generated by realisation activity accounted for 57% of the underlying valuation increase while uplifts in unrealised valuations accounted for the remainder.  Valuation gains were primarily driven by strong earnings growth while multiples remained broadly stable. 

 

Investment activity

 

Realisations

Proceeds generated by the portfolio in the year reached a record high of £118.3 million and were 54% higher than in the previous year.  Over 28% of the value of the opening portfolio was converted into cash, the highest conversion rate for six years.  The pace of inflows accelerated as the year progressed, almost doubling in the second half compared with the first.  This reflected a steady improvement in market conditions for realisations over the course of the year.

 

Thirty-three investments were fully realised in the year, more than twice the number sold in the previous year. The proceeds of £78.8 million from these full realisations were almost 70% ahead of the previous year's figure.  Realisations continue to generate substantial uplifts over the prior carrying values, averaging 36% in the year.  The average multiple of original cost also remained reasonably strong at 2.1 times.

 

The most significant realisation was Graphite Capital Partners VII's sale of Alexander Mann Solutions ("AMS"), the leading global provider of recruitment process outsourcing services.  This generated £14.4 million of cash and an uplift in value of £6.0 million, both of which were the highest achieved in the year.  Over its six year holding period, the investment in AMS generated a return of 3.6 times cost.

 

AMS was one of five sales made from the Graphite Capital portfolio in the year.  The others were Park Holidays, Dominion Gas, Willowbrook Healthcare and Optimum Care which together generated a further £30.8 million of proceeds. In total the Graphite Capital portfolio accounted for 41% of proceeds in the year. These sales bring the total number of disposals from the Graphite Capital portfolio to seven in fifteen months.

 

In the third party portfolio Doughty Hanson's sale of Vue Entertainment, the UK cinema chain, was the largest realisation, generating cash proceeds of £8.2 million. The investment was held through Doughty Hanson's fund and in a co-investment alongside it, and generated a return of 2.1 times cost and an IRR of over 30%.

 

Sales to trade buyers represented 16 of the 33 full realisations, with private equity buyers accounting for 11.  The remainder were mezzanine repayments and the sale of a listed holding from an IPO in the prior year.

 

Most of the realisations were of investments made prior to the financial crisis, with those made in 2006 and 2007 representing 17 of the 33 realisations. As these were made immediately prior to the downturn, they were seen as the most vulnerable. It is therefore encouraging to see that they are now generating good returns.

 

Further details of the ten largest underlying realisations are set out in the Supplementary Information section later in this report.

 

The portfolio generated a further £39.5 million from partial realisations, most of which came from IPOs and refinancings. In a recovering IPO market, eight portfolio companies achieved flotations, the largest of which were HellermannTyton and Partnership. The Company received proceeds of £16.8 million from these IPOs and at the year-end continued to hold listed shares in these investments. Details of the Company's listed holdings are set out in the Supplementary Information section later in this report.

 

The refinancing market has also recovered, following an improvement in the availability of credit, with the result that a number of portfolio companies were successfully refinanced generating £11.9 million of cash.

 

New investments

The level of new investment increased by 68% to £90.6 million in the year, primarily because we substantially increased secondary purchases of fund interests ("secondaries") and made more co-investments. The combined investment in secondaries and co-investments rose from £5.2 million to £36.5 million.

 

We completed six secondaries in the year totalling £24.3 million.  Five of the six were in funds managed by firms with whom the Company had already invested, of which three were in funds already in the portfolio.  The sixth was a new relationship where we also committed to invest in the manager's new fund. 

 

We invested a further £12.2 million in three direct co-investments alongside managers in our fund portfolio.  These were in TDR Capital's acquisition of David Lloyd Leisure, Kester Capital's acquisition of Frontier Medical and PAI Partners' acquisition of R&R Ice Cream.

 

Secondaries and co-investments are an increasingly important part of our overall strategy.  Both are ways of quickly re-investing realisation proceeds and offer an attractive balance of risk versus reward.  We believe we are well placed to execute these investments as we have many years of experience of making direct investments and of managing our own buy-out funds.

 

Drawdowns by the fund portfolio increased by 11% to £54.2 million, with a sharp rise in drawdowns by the Graphite Capital portfolio being partially offset by a small fall in drawdowns by third party funds.

 

Graphite Capital funds drew down £17.6 million in the year, an 84% increase on last year's figure. Most of this was to finance two new investments led by our buy-out team. These were in City & County Healthcare, the UK's fourth largest homecare provider, and in Hawksmoor, an operator of restaurants in London.  The Company invested £14.2 million in the former and £1.7 million in the latter.

 

Third-party funds drew down £36.6 million in the year, marginally below the £39.1 million drawn down in the previous year. These drawdowns represented only 40% of total new investment in the year.  The remaining 60% was either invested by our buy-out team or was in secondaries or co-investments.  As we are able to analyse the underlying companies before deciding whether to invest in a secondary or a co-investment, and the buy-out team has full control over the Graphite Capital investments, we effectively had full discretion over the majority of new investments made in the year. This is in contrast to a conventional investor in private equity funds which will not be involved in the selection of any of the companies in its underlying portfolio.

 

Further details of the ten largest underlying new investments are set out in the Supplementary Information section later in this report.

 

New commitments

We made twelve new fund commitments in the year totalling £201.1 million.  The most significant of these by some margin was the £100.0 million committed to Graphite Capital Partners VIII which closed in September 2013 with total commitments of over £500 million. We are pleased that the Board chose to continue to support our buy-out team for the next four to five years with such a substantial commitment.  Graphite Capital Partners VIII will continue the successful strategy of its predecessor of investing in UK management buy-outs valued primarily at between £40 million and £150 million.

 

Of the eleven commitments made to third-party managers, seven were to managers with whom we have longstanding relationships.  The other four were to managers that are new to the portfolio.  All of the new relationships are with well established firms investing their fourth or subsequent fund.  Established firms are the main focus of the Company's investment strategy as we believe they are generally lower risk than firms with newer, less experienced, teams. 

 

All of the new commitments are in line with our strategy of building long-term relationships with our preferred managers by investing in their new funds. By so doing we believe we put ourselves in the best possible position to acquire secondaries in their funds and to invest alongside them in co-investments. While many private equity fund investors have been rationalising manager relationships, we have chosen to broaden the number of active relationships in order to give us greater access to these follow-on investments.  In the last three years we have added nine new managers to the portfolio, and at the year end had 32 active manager relationships.

 

We believe that this will prove to have been a good time in the cycle to have made commitments to new funds as they should be drawn down as the major European economies are emerging from recession. 

 

Closing portfolio

At 31 January, the portfolio was valued at £433.3 million and was broadly diversified with investments in 387 underlying companies across a wide range of sectors, geographies and years of investment. 

 

We believe our portfolio strikes an attractive balance between diversification and concentration.  While the level of diversification within the portfolio reduces risk, many individual investments are large enough to have an impact on overall performance, as demonstrated this year by the sales of AMS, Dominion and Vue Entertainment. 

 

The top ten underlying companies accounted for 24% of the value of the portfolio at the year end, while the top 30 accounted for 43%.  The performance of these 30 investments is therefore likely to be a key driver of future performance.  As outlined in the Chairman's Statement, their performance remained strong in the year to 31 December 2013 with revenues and EBITDA growing by an average of 7.4% and 13.6% respectively.

 

The top 30 underlying companies were valued on an average multiple of 9.2 times EBITDA at December 2013.  We consider this to be reasonable for the level of growth being achieved and for the quality of the underlying earnings.  In comparison, the FTSE 250 Index was valued at 9.3 times EBITDA at the year end, while the EBITDA of its component companies increased by only 4.8% in the year.

 

The leverage of the top thirty companies is generally modest, with net debt averaging
3.6 times EBITDA.  This level of gearing should enhance future equity returns without posing undue financial risk.

 

Graphite Capital directly managed 21% of the portfolio including six of the top ten underlying investments and seven of the top 30.  This gives us a high level of influence over the development of a significant part of the Company's portfolio.  It also provides valuable insights which help us to make more informed strategic and short term decisions on the management of the portfolio as a whole.

 

The third-party portfolio accounted for 79% of value at the year end, of which 14% was in secondaries and 8% in co-investments.

 

In these accounts, 98% of the portfolio was valued using December 2013 valuations.  The portfolio was valued at an average of 1.4 times original cost in local currency, of which
0.4 times cost had already been realised.  At these levels we believe there to be potential for future growth as the portfolio matures.  As almost 45% of the portfolio is in investments made more than five years ago, managers will be looking to realise many of these investments while market conditions remain favourable.

 

A detailed analysis of the portfolio is included in the Supplementary Information section later in this report. 

 

Commitments and liquidity

 

At 31 January, the Company had outstanding commitments of £277.3 million and total liquidity of £165.9 million, of which £68.2 million was in cash and £97.7 million in the undrawn bank facility.  Commitments therefore exceeded total liquidity by £111.4 million or by 22.6% of the net asset value. 

 

As the vast majority of commitments are to funds raised in the last 12 months, relatively few are likely to be drawn down in the short term. Funds are typically drawn down over a period of three to five years and 10-20% of commitments are usually retained at the end of the investment period to fund follow-on investments and expenses. If outstanding commitments to each of the funds were to be drawn down at a constant rate over their remaining investment periods, approximately £55 million of commitments would be drawn down over the next 12 months.

 

The Company therefore should have sufficient resources in cash and undrawn facilities to fund drawdowns for more than three years, even if no realisations were achieved.  In reality we would expect to receive substantial cash inflows from the portfolio during this period.

 

Currency

 

Foreign exchange exposure has an impact both on the net asset value and on the level of outstanding commitments.  At the year end, 44% of the net asset value and 58% of outstanding commitments were denominated in foreign currencies, primarily in euros. 

In the year to January 2014, foreign currency movements had a negative impact on performance, reducing the net asset value by 2.6%. In contrast, currency movements increased the net asset value by 1.6% in the previous year.

 

The Board regularly reviews foreign exchange exposure and to date has chosen not to hedge as the cost has been considered prohibitive.  We continue to keep this under review.  Further details of the foreign currency exposure are set out in the Supplementary Information section. 

 

Events since the year end

 

In the period since the year end, additions to the portfolio of £18.1 million have exceeded realisations of £10.1 million.  The largest investment was made by our buy-out team which earlier this month completed the acquisition of ICR, a provider of maintenance services to the oil and gas industry in which the Company invested £10.9 million. 

 

After taking account of the £9.5 million net cash outflow since the year end, the cash balance has fallen to £58.7 million while outstanding commitments have fallen to £261.9 million. 

 

Prospects

 

After remaining subdued during the downturn, the realisation market started to recover in 2012 and this recovery accelerated in 2013.  The environment for realisations is now as favourable as it has been for many years, with a range of exit options currently available.   With the portfolio generating record levels of cash, our main challenge is to re-invest these proceeds and thereby maintain, or ideally increase, the level of investment.

 

When the realisation market picks up, the market for new buy-outs inevitably becomes more challenging as pricing tends to rise. To balance this, the flow of opportunities also increases, presenting our managers with a wider range of potential investments from which to choose. The more experienced managers are able to adapt to this environment and while recognising that prices may be higher than during the downturn are able to select investments which justify this premium. Perhaps more importantly, these investments will be made at a time when there is widespread agreement that the European economy is recovering and is unlikely to move backwards.

 

Many of our preferred managers have raised new funds over the last 18 months and we made substantial commitments to these in order to secure the core of the investment programme for the next few years.  As fewer new funds are being raised that meet our criteria, this year we will focus more on acquiring secondary interests and on making co-investments.  These should enable us to deploy cash resources more quickly alongside the core investment programme of primary funds.

 

The Company's current portfolio continues to mature and the profit growth of the larger investments remains strong. The valuations of these investments should therefore continue to rise even if multiples remain unchanged. In the current market, we would expect a number of them to be realised over the next twelve months and that such realisations would be achieved at significant uplifts to carrying values.

 

At this point in the cycle, the Company has the benefit of a strong balance sheet. With a flexible investment approach and long experience of investing both directly and through funds we should be well placed to take advantage of the opportunities which will doubtless arise as the economic recovery continues. 

 

 

 

 

Graphite Capital Management LLP

16 April 2014

 

 

For further information please contact:

 

Tim Spence

020 7825 5358

Emma Osborne

020 7825 5357

 

 

 

 

SUPPLEMENTARY INFORMATION

 

The 30 largest FUND INVESTMENTS

The table below summarises the 30 largest funds by value at 31 January 2014.

 


Fund

Outstanding commitment
£m

Year of commitment

Country/
region

Value
£m

1

Graphite Capital Partners VII * / **





Mid-market buy-outs

7.6

2007

UK

37.5

2

Fourth Cinven Fund **





Large buy-outs

4.1

2006

Europe

28.1

3

Euromezzanine 5





Mezzanine loans to mid-market buy-outs

1.8

2006

France

21.2

4

CVC European Equity Partners V **





Large buy-outs

6.0

2008

Global

21.0

5

Thomas H Lee Parallel Fund VI





Large buy-outs

3.9

2007

USA

19.6

6

Doughty Hanson & Co V **





Mid-market and large buy-outs

6.2

2006

Europe

18.2

7

ICG European Fund 2006





Mezzanine loans to buy-outs

2.7

2007

Europe

17.4

8

TDR Capital II





Mid-market and large buy-outs

0.8

2006

Europe

17.4

9

Candover 2005 Fund **





Large buy-outs

0.1

2005

Europe

17.0

10

Graphite Capital Partners VI **





Mid-market buy-outs

3.2

2003

UK

16.3

11

Graphite Capital Partners VIII *





Mid-market buy-outs

84.1

2013

UK

15.2

12

Apax Europe VII





Large buy-outs

0.2

2007

Global

15.2

13

Activa Capital Fund II





Mid-market buy-outs

0.9

2007

France

15.0

14

Deutsche Beteiligungs AG Fund V





Mid-market buy-outs

1.3

2006

Germany

9.7

15

Doughty Hanson & Co IV





Mid-market and large buy-outs

0.4

2005

Europe

9.3

16

Bowmark Capital Partners IV





Mid-market buy-outs

1.4

2007

UK

8.6

17

PAI Europe V





Large buy-outs

0.4

2007

Europe

6.4

18

CVC European Equity Partners Tandem





Large buy-outs

0.9

2006

Global

5.1

19

Charterhouse Capital Partners IX **





Large buy-outs

3.1

2008

Europe

5.0

20

Advent Central and Eastern Europe IV





Mid-market buy-outs

1.3

2008

Europe

4.7

21

CVC European Equity Partners IV **





Large buy-outs

1.4

2005

Global

4.3

22

Permira IV **





Large buy-outs

0.3

2006

Europe

4.2

23

BC European Capital IX





Large buy-outs

4.2

2011

Europe

4.2

24

Fifth Cinven Fund





Large buy-outs

12.8

2012

Europe

3.7

25

Charterhouse Capital Partners VIII **





Large buy-outs

1.2

2006

Europe

3.6

26

Piper Private Equity Fund IV





Small buy-outs

1.1

2006

UK

3.2

27

Deutsche Beteiligungs AG Fund IV





Mid-market buy-outs

0.3

2002

Germany

3.2

28

Segulah IV





Mid-market buy-outs

1.2

2008

Nordic

3.2

29

Apax Europe VII Sidecar 2





Large buy-outs

0.9

2007

Global

3.2

30

CSP Secondary Opportunities Fund II





Secondary portfolios

-

2008

Global

3.2






Total of 30 largest underlying funds 

153.8



343.9






Percentage of total investment portfolio




79.4%

 

* Includes the associated Top Up funds.

** All or part of interest acquired through a secondary fund purchase.

 

 

The 30 largest UNDERLYING investments

The tables below present the 30 companies in which Graphite Enterprise had the largest investments by value at 31 January 2014. These investments may be held directly or through funds, or in some cases in both ways. The valuations are gross and are shown as a percentage of the total investment portfolio.

 


Company

Manager

Year of investment

Country

Value as % of investment portfolio

1

Micheldever





Distributor and retailer of tyres

Graphite Capital

2006

UK

3.9%

2

City & County Healthcare Group





Provider of home care

Graphite Capital

2013

UK

3.3%

3

CEVA





Manufacturer and distributor of animal health products

Euromezzanine

2007

France

3.2%

4

National Fostering Agency





Provider of foster care services

Graphite Capital

2012

UK

2.7%

5

Algeco Scotsman





Supplier and operator of modular buildings

TDR Capital

2007

USA

2.4%

6

Education Personnel





Provider of temporary staff for the education sector

Graphite Capital

2010

UK

2.0%

7

U-POL





Manufacturer and distributor of automotive refinish products

Graphite Capital

2010

UK

1.8%

8

London Square





Developer of residential housing

Graphite Capital

2010

UK

1.5%

9

David Lloyd Leisure





Operator of premium health and fitness clubs

TDR Capital

2013

UK

1.4%

10

TMF





Provider of management and accounting outsourcing services

Doughty Hanson

2008

Netherlands

1.4%

11

Quiron





Operator of private hospitals

Doughty Hanson

2012

Spain

1.3%

12

CPA Global





Provider of patent and legal services

Cinven

2012

UK

1.2%

13

Parques Reunidos





Operator of attraction parks

Arle

2007

Spain

1.1%

14

Spire Healthcare





Operator of hospitals

Cinven

2007

UK

1.1%

15

Frontier Medical





Manufacturer of medical devices

Kester Capital

2013

UK

1.1%

16

Spheros





Provider of bus climate control systems

Deustche Beteiligungs

2011

Germany

1.1%

17

Ceridian





Provider of payment processing services

Thomas H Lee Partners

2007

North America

1.0%

18

Stonegate Pub Company





Operator of pubs

TDR Capital

2010

UK

1.0%

19

Stork





Provider of technical engineering services

Arle

2008

Netherlands

1.0%

20

Acromas





Provider of financial, motoring, travel and healthcare services

Charterhouse / CVC

2007

UK

1.0%

21

Intermediate Capital Group*





Provider of mezzanine finance

ICG

1989

UK

1.0%

22

Evonik Industries*





Manufacturer of specialty chemicals

CVC

2008

Germany

1.0%

23

InnBrighton





Operator of pubs and bars

Graphite Capital

2001

UK

0.9%

24

Partnership*





Provider of enhanced annuities

Cinven

2008

UK

0.9%

25

Gerflor





Manufacturer of PVC flooring

ICG

2011

France

0.9%

26

Eurofiber





Provider of fibre optic network

Doughty Hanson

2012

Netherlands

0.8%

27

Sebia





Provider of protein testing equipment

Cinven

2010

France

0.8%

28

Guardian Financial Services





Provider of insured life and pension products

Cinven

2011

UK

0.8%

29

Abertis*





Provider of private transport and communications

CVC

2010

Spain

0.8%

30

Gondola





Operator of casual dining restaurants

Cinven

2006

UK

0.7%

Total of 30 largest underlying investments



43.1%

 

* Quoted

 

 

30 largest investments* - revenue growth




% growth

% by value

<0%

9.0%

0-10%

61.7%

10-20%

16.5%

20-30%

0.0%

>30%

7.6%

 

30 largest investments** - EBITDA growth




% growth

% by value

<0%

13.0%

0-10%

37.8%

10-20%

10.0%

20-30%

15.9%

>30%

17.2%



30 largest investments*** - enterprise value as a multiple of EBITDA



Multiple

% by value

<7.0x

6.8%

7.0-8.0x

15.7%

8.0-9.0x

26.6%

9.0-10.0x

12.2%

10.0-11.0x

19.6%

>11.0x

12.8%



 

30 largest investments***- net debt as a multiple of EBITDA



Multiple

% by value

<3.0x

40.8%

3.0-4.0x

19.4%

4.0-5.0x

14.4%

5.0-6.0x

8.3%

6.0-7.0x

8.4%

>7.0x

2.4%

 

* Excludes London Square (immature) and Guardian Financial Services where revenue is not a meaningful measure of performance.

** Excludes London Square (immature) where EBITDA is not a meaningful measure of performance.

*** Excludes Intermediate Capital Group, Partnership and Guardian Financial Services where metrics are not relevant.

 

 

Portfolio analySIS

 

The following four tables analyse the companies in which Graphite Enterprise had investments at 31 January 2014.

 

Underlying companies - investment type



% of underlying companies

Large buy-outs


48.5%

Mid-market buy-outs


34.9%

Mezzanine


10.6%

Small buy-outs


5.1%

Quoted


0.9%

Total


100.0%

 

Underlying companies - geographic distribution*



% of underlying companies

UK


45.1%

France


13.8%

North America


13.6%

Germany


8.5%

Benelux


5.3%

Spain


4.9%

Scandinavia


3.0%

Greece, Ireland, Italy, Portugal


2.7%

Other Europe


1.5%

Rest of world


1.6%

Total


100.0%




* Location of headquarters of underlying companies in the portfolio.

 

Underlying companies - year of investment and valuation as a multiple of original cost


 

Multiple of cost

 

Primary portfolio

 

Secondary portfolio

 

Total

portfolio

2013 onwards

1.0x

12.7%

0.6%

13.3%

2012

1.3x

11.4%

1.6%

13.0%

2011

1.3x

11.1%

1.5%

12.6%

2010

1.6x

13.4%

1.4%

14.8%

2009

2.2x

1.2%

0.3%

1.5%

2008

1.1x

8.0%

2.0%

10.0%

2007

1.6x

14.9%

2.2%

17.1%

2006

1.3x

9.0%

2.4%

11.4%

2005

0.9x

0.9%

0.0%

0.9%

2004 and before

1.5x

5.2%

0.2%

5.4%

Total

1.4x

87.7%

12.3%

100.0%

 

Underlying companies - sector analysis



% of underlying companies

Business services


18.7%

Healthcare and education


18.6%

Industrials


14.4%

Consumer goods and services


12.6%

Leisure


9.7%

Financials


9.5%

Automotive supplies


6.2%

Technology and telecommunications


4.2%

Media


4.0%

Chemicals


2.1%

Total


100.0%

 

 

Quoted equity holdings at 31 January 2014

 



Underlying investment

Ticker

£m

% of investment portfolio

Intermediate Capital Group

ICP

           4.2

1.0%

Evonik Industries

EVK

           4.0

0.9%

Partnership

PA.

           4.0

0.8%

Abertis

ABE

           3.3

0.8%

Aramark Corporation

ARMK

           2.7

0.6%

Homag Group

HG1

           2.6

0.6%

Tumi

TUMI

           2.0

0.5%

HellermannTyton

HTY

           1.9

0.4%

MoneyGram International

MGI

           1.7

0.4%

West Corporation

WSTC

           1.7

0.4%

The Nielsen Company

NLSN

           1.5

0.4%

Merlin

MERL

           1.4

0.3%

Bankrate

RATE

           1.3

0.3%

Sterling Financial Corporation

STSA

           1.2

0.3%

Hugo Boss

BOSS

           1.0

0.2%

Atos

ATOS

           0.9

0.2%

SouFun

SFUN

           0.9

0.2%

First BanCorp

FBP

           0.5

0.1%

Just Retirement

JRG

           0.5

0.1%

ProSiebenSat.1

PSM

           0.3

0.1%

Freescale

FSL

           0.2

0.1%

Total


       37.8

8.7%

 

 

 

The following table analyses the closing portfolio by value.

 

Portfolio - Graphite and third party investments

 

31 January 2014

£ million


Third party investments

Graphite investments

 

Total

Fund investments


308.4

70.3

378.7

Direct investments


34.3

20.3

54.6

Total portfolio


342.7

90.6

433.3

Graphite investments




20.9%

Third party fund investments




71.2%

Third party co-investments




7.9%

 

Investment activity

 

Investments into the portfolio


Drawdowns

Co-investments and secondary fund purchases

Total new investments

Financial period ending

£m

£m

£m

31 January 2014

54.2

36.4

90.6

31 January 2013

48.8

5.2

         54.0

31 January 2012

51.3

29.9

         81.2

31 January 2011

65.6

19.2

         84.8

31 December 2009

21.5

2.5

         24.0

31 December 2008

65.8

12.1

         77.9

31 December 2007

95.2

7.9

        103.1

31 December 2006

74.6

5.7

         80.3

31 December 2005

41.6

3.9

         45.5

31 December 2004

22.8

6.6

         29.4

 

 

Largest new underlying investments in the year ended 31 January 2014

Investment

Description

£m

City & County

Provider of home care

UK

            14.2

David Lloyd Leisure

Operator of premium health and fitness clubs

UK

             6.2

Frontier Medical

Manufacturer of medical devices

UK

             5.1

R&R Ice Cream

Manufacturer and distributor of ice cream products

UK

             3.0

Hawksmoor

Operator of steak restaurants

UK

             1.7

Formel D

Provider of services to automobile manufacturers and suppliers

Germany

             1.7

Ista*

Provider of consumption-dependent billing of energy costs

Germany

             1.6

AMco

Distributor of niche generic pharmaceuticals

UK

             1.2

Host Europe Group

Provider of hosting and internet domain services

UK

             1.1

Law Business Research

Publisher of specialist information for the legal industry

             1.1

Total of 10 largest new investments

36.9

* Acquired from a current fund investment of the Company and therefore also a disposal in the year.

 

Realisations from the portfolio *

 

Financial period ending

£m

% of opening portfolio

31 January 2014

118.3

28.5%

31 January 2013

74.2

19.7%

31 January 2012

92.9

26.0%

31 January 2011

19.8

8.5%

31 December 2009

14.0

7.3%

31 December 2008

25.8

12.9%

31 December 2007

112.4

54.5%

31 December 2006

92.9

53.3%

31 December 2005

93.8

61.9%

31 December 2004

116.7

60.4%

*Excluding secondary sales of fund interests.

 

 

Largest underlying realisations in the year ended 31 January 2014

 

Investment

Manager

Buyer type

Proceeds

£m

Alexander Mann Solutions

Graphite Capital

Private equity

16.1

Park Holidays UK

Graphite Capital

Financial

12.4

Vue Entertainment

Doughty Hanson

Financial

8.2

Dominion Technology Gases

Graphite Capital

Trade

7.9

Willowbrook Healthcare

Graphite Capital

Trade

6.8

HellermannTyton

Doughty Hanson

Public offering

4.2

Optimum Care

Graphite Capital

Trade

3.7

Ziggo

Cinven

Public offering

3.7

Avanza Group

Doughty Hanson

Trade

3.1

Ista*

Charterhouse/CVC

Private equity

2.7

Total of 10 largest realisations



                68.8

*Sold to an existing fund investment of the Company and therefore also a new investment in the year.

 

 

 

Commitments analysis

 

Commitments at 31 January 2014

Original commitment1

£m

Outstanding commitment

£m

Average drawdown percentage

 

% of commitments

Investment period not started

22.3

22.3

-

8.0%

Funds in investment period

354.8

215.6

39.2%

77.8%

Funds post investment period

488.9

39.4

91.9%

14.2%

Total

866.0

277.3

68.0%

100.0%

1 Original commitments are at 31 January 2014 exchange rates

 

 

Commitments at 31 January 2014 - remaining investment period

% of commitments

Investment period not started

8.0%

> 5 years

8.7%

4-5 years

50.8%

3-4 years

4.6%

2-3 years

6.6%

1-2 years

0.8%

<1 year

6.3%

Investment period complete

14.2%

Total

100.0%

 

 

Movement in commitments in the year ended 31 January 2014

£m

Opening

126.5

Drawdowns*

(53.7)

New primary commitments

201.1

New commitments arising through secondary purchases

9.5

New commitments arising through co-investments

2.1

Currency

(6.3)

Other

(1.9)

Closing

277.3

 

*Excludes legal fees in respect of new investments

 

 

New commitments during the year to 31 January 2014

 

Fund

Strategy

Geography

£m

Primary commitments




Graphite Capital Partners VIII*

Mid-market buy-outs

UK

100.0

CVC Capital Partners VI

Large buy-outs

Europe

17.1

Activa Capital Fund III

Mid-market buy-outs

France

12.6

PAI Europe VI

Mid-market and large buy-outs

Europe

12.5

Bowmark Capital Partners V

Mid-market buy-outs

UK

10.0

Fifth Cinven Fund

Large buy-outs

Europe

8.7

IK VII Fund

Mid-market and large buy-outs

Europe

8.7

Nordic Capital Fund VIII

Mid-market and large buy-outs

Europe

8.5

TDR Capital III

Mid-market and large buy-outs

Europe

8.4

Permira V

Large buy-outs

Global

8.4

TowerBrook Investors IV

Upper mid-market buy-outs

US/Europe

3.2

Hollyport Secondary Opportunities IV

Secondary portfolios

Global

3.0

Total primary commitments



201.1





Commitments arising from secondary purchases 



Charterhouse Capital Partners IX

Large buy-outs

Europe

3.3

CVC European Equity Partners V

Large buy-outs

Global

2.0

Doughty Hanson & Co V

Mid-market and large buy-outs

Europe

1.9

GCP Capital Partners Europe II

Small buy-outs

UK

1.8

Permira IV

Large buy-outs

Global

0.4

Graphite Capital Partners V

Mid-market buy-outs

UK

0.1

Total commitments arising from secondary purchases

 


9.5

Commitments arising from co-investments 



David Lloyd Leisure

Large buy-outs

UK

1.4

R&R Ice Cream

Large buy-outs

UK

0.6

Frontier Medical

Small buy-outs

UK

0.1

Total commitments arising from co-investments 


2.1

Total new commitments



212.7

 

*Includes Graphite Capital Partners VIII Top Up Fund 

 

 

CURRENCY EXPOSURE

 


31 January

2014

£m

31 January

2014

%

Portfolio*



- sterling

203.2

46.9

- euro

144.7

33.4

- other

85.4

19.7

Total

433.3

100.0

 

*Currency exposure is calculated by reference to the location of the underlying portfolio companies' headquarters.

 


31 January

2014

£m

31 January

2014

%

Outstanding commitments



- sterling

117.5

42.4

- euro

151.6

54.7

- other

8.2

2.9

Total

277.3

100.0

AUDITED RESULTS

Consolidated Income Statement




Year ended 31 January 2014






Year ended 31 January 2013




Revenue return


Capital return


Total


Revenue return


Capital return


Total


£'000


£'000


£'000


£'000


£'000


£'000

Investment returns












Gains and losses on investments held at fair value

18,809


27,475


46,284


5,988


54,555


60,543

Income from cash and cash equivalents

172


-


172


39


-


39

Return from current asset investments

5


(342)


(337)


74


-


74

Other income

58


-


58


4


(8)


(4)

Foreign exchange gains and losses

-


(371)


(371)


-


418


418


19,044


26,762


45,806


6,105


54,965


61,070

Expenses












Investment management charges

(1,490)


(4,470)


(5,960)


(1,337)


(4,010)


(5,347)

Other expenses

(1,723)


(2,188)


(3,911)


(1,772)


(1,607)


(3,379)


(3,213)


(6,658)


(9,871)


(3,109)


(5,617)


(8,726)













Profit before tax

15,831


20,104


35,935


2,996


49,348


52,344

Taxation

(1,965)


1,965


-


(701)


701


 -













Profit for the year

13,866


22,069


35,935


2,295


50,049


52,344













Attributable to:












Equity shareholders

13,866


23,127


36,993


2,295


46,597


48,892

Non-controlling interests

-


(1,058)


(1,058)


-


3,452


3,452

Basic and diluted earnings per share





50.7p






67.1p

 

 

The columns headed 'Total' represent the income statement for the relevant financial periods and the columns headed 'Revenue return' and 'Capital return' are supplementary information.  There is no Other Comprehensive Income.

 

 

Consolidated Balance Sheet

 


As at


As at


31 January


31 January


2014


2013


£'000


£'000

Non-current assets




Investments held at fair value




 - Unquoted investments

429,186


411,606

 - Quoted investments

4,163


3,559


433,349


415,165

Current assets




Cash and cash equivalents

68,239


28,778

Current asset investments held at fair value

 -


26,398

Receivables

1,351


1,672


69,590


56,848





Current liabilities




Payables

262


550





Net current assets

69,328


56,298





Total assets less current liabilities

502,677


471,463

  




Capital and reserves




Called up share capital

7,292


7,292

Capital redemption reserve

2,112


2,112

Share premium

12,936


12,936

Capital reserve

448,537


425,410

Revenue reserve

22,885


12,665

Equity attributable to equity holders

493,762


460,415





Non-controlling interests

8,915


11,048

  




Total equity

502,677


471,463





Net asset value per share (basic and diluted)

677.2p


631.5p

 

 

 

Consolidated Cash Flow Statement



Year ended 31 January 2014


Year ended 31 January 2013









£'000


£'000

Operating activities





Sale of portfolio investments


99,492


70,922

Purchase of portfolio investments


(90,201)


(54,017)

Net sale of current asset investments held at fair value


26,061


8,615

Interest income received from portfolio investments


8,504


4,670

Dividend income received from portfolio investments


10,357


1,276

Other income received


230


43

Investment management charges paid


(5,947)


(5,407)

Taxation received


1


54

Other expenses paid


(1,644)


(815)

Net cash inflow from operating activities


46,853


25,341






Financing activities





Investments by non-controlling interests


309


432

Distributions to non-controlling interests


(1,385)


(1,724)

Credit facility fee


(2,301)


(1,260)

Equity dividends paid


(3,646)


(3,646)

Net cash outflow from financing activities


(7,023)


(6,198)






Net increase in cash and cash equivalents


39,830


19,143






Cash and cash equivalents at beginning of year


28,778


9,218

Net increase in cash and cash equivalents


39,830


19,143

Effect of changes in foreign exchange rates


(369)


417

Cash and cash equivalents at end of year


68,239


28,778

 

 

Consolidated Statement of Changes in Equity




Share
capital

Capital redemption reserve

Share
premium

Realised capital reserve

Unrealised capital reserve

Revenue reserve

Total shareholders' equity

Non-controlling interests

Total equity





Company

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Year ended 31 January 2014




















Opening balance at 1 February 2013

7,292

2,112

12,936

345,183

80,227

12,665

460,415

11,048

471,463











(Loss)/profit attributable to equity shareholders

-

-

-

(3,192)

26,319

13,866

36,993

-

36,993

Loss attributable to non-controlling interests

-

-

-

-

-

-

-

(1,058)

(1,058)

Profit for the year and total comprehensive income

-

-

-

(3,192)

26,319

13,866

36,993

(1,058)

35,935











Transfer on disposal of investments

-

-

-

9,424

(9,424)

-

-

-

-

Dividends to equity shareholders

-

-

-

-

-

(3,646)

(3,646)

-

(3,646)

Contributions by non-controlling interests

-

-

-

-

-

-

-

310

310

Distributions to non-controlling interests

-

-

-

-

-

-

-

(1,385)

(1,385)











Closing balance at 31 January 2014

7,292

2,112

12,936

351,415

22,885

493,762

8,915

502,677

 

 


Share
capital

Capital redemption reserve

Share
premium

Realised capital reserve

Unrealised capital reserve

Revenue reserve

Total shareholders' equity

Non-controlling interests

Total equity





Company

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Year ended 31 January 2013






























Opening balance at 1 February 2012

7,292

2,112

12,936

334,539

44,274

14,016

415,169

8,396

423,565

Profit attributable to equity shareholders

-

-

-

10,671

35,926

2,295

48,892

-

48,892

Profit attributable to non-controlling interests

-

-

-

-

-

-

-

3,452

3,452

Profit for the year and total comprehensive income

-

-

-

10,671

35,926

2,295

48,892

3,452

52,344

Transfer on disposal of investments

 -

(27)

27

-

-

-

-

Dividends to equity shareholders

-

-

-

-

-

(3,646)

(3,646)

-

(3,646)

Contributions by non-controlling interests

-

-

-

-

-

-

-

418

418

Distributions to non-controlling interests

-

-

-

-

-

-

-

(1,218)

(1,218)

Closing balance at 31 January 2013

7,292

2,112

12,936

 

345,183

80,227

12,665

460,415

11,048

471,463

 

 

 

Notes to the Accounts

 

1 GENERAL INFORMATION

 

This consolidated financial information relates to Graphite Enterprise Trust PLC ("the Parent Company") and its subsidiaries, Graphite Enterprise Trust Limited Partnership and Graphite Enterprise Trust (2) Limited Partnership (together "the Company"). The registered address and principal place of business of the Company is
Berkeley Square House, Berkeley Square, London W1J 6BQ.

 

2 AUDITED ANNUAL FINANCIAL REPORT

The condensed consolidated financial information is extracted from the annual report and financial statements for the year ended 31 January 2014 and does not comprise statutory accounts within the meaning of Section 434 of the Companies Act 2006. The annual report and financial statements include the report of the independent auditors which is unqualified, does not contain an emphasis of matter paragraph and does not contain any statements under Section 498 of the Companies Act 2006.

The annual report and accounts will shortly be available on the Company's website at www.graphite-enterprise.com

Statutory accounts for the year ended 31 January 2014 will be delivered to the Registrar of Companies following the Company's Annual General Meeting which will be held at the Westbury Hotel, Bond Street, London W1S 2YF at 3.30pm on 11 June 2014.

 

3 BASIS OF PREPARATION

The consolidated financial information for the year ended 31 January 2014 has been prepared in accordance with the Companies Act 2006 and International Financial Reporting Standards ("IFRS"). IFRS comprises standards and interpretations approved by the International Accounting Standards Board ("IASB") and the International Financial Reporting Interpretations Committee ("IFRIC") as adopted in the European Union as at 31 January 2014. These financial statements have been prepared on a going concern basis and on the historical cost basis of accounting, modified for the revaluation of certain assets.

 

4 DIVIDENDS

 

 

 Year ended 31 January

2014

 Year ended

31 January

2013


£'000

£'000

Final paid: 5.00p (2013: 5.00p) per share

3,646

3,646

The Board has proposed a final dividend of 7.50p per share and a special dividend of 8.00p per share in respect of the period ended 31 January 2014 which, if approved by shareholders, will both be paid on 18 June 2014, to shareholders on the register of members at the close of business on 30 May 2014.

 

 

5 NON-CONTROLLING INTERESTS

 

Co-investment incentive arrangements are in place under which the executives of the Manager and a previous owner of the Manager (together, "the Co-investors") invest alongside the Company in return for a share of investment profits if certain performance hurdles are met. The non-controlling interests balance represents an estimate of the commercial value of the Co-investors' share of gains on investments at their year end valuations.


In the consolidated income statement, the loss attributable to non-controlling interests represents a decrease in the valuation of the Co-investors' interests in the period.

 

6 EARNINGS PER SHARE




Year ended 31 January

2014

Year ended 31 January

2013

 

Revenue return per ordinary share

19.02p

3.15p


 

Capital return per ordinary share

31.72p

63.91p


 

Earnings per ordinary share (basic and diluted)

50.74p

67.06p


 

 

 

7 INVESTMENT MANAGEMENT CHARGES

 

 

 

Year ended 31 January 2014

Year ended 31 January 2013


Revenue

Capital

Total

Revenue

Capital

Total


£'000

£'000

£'000

£'000

£'000

£'000















Investment management fee

1,478

4,434

5,912

1,319

3,957

5,276

Irrecoverable VAT

12

36

48

18

53

71









1,490

4,470

5,960

1,337

4,010

5,347

 

The allocation of the total investment management charges was unchanged in the year to 31 January 2014 with 75% of the total allocated to capital and 25% allocated to revenue.

 

The Company has borne a management charge of £311,000 (2013: £513,000) in respect of Graphite Capital Partners VI, £581,000 (2013: £855,000) in respect of Graphite Capital Partners VII, Graphite Capital Partners VII Top Up Fund and Graphite Capital Partners VII Top Up Fund Plus, and £422,000 (2013: nil) in respect of Graphite Capital Partners VIII and Graphite Capital Partners VIII Top Up Fund.

These charges are at the same level as those paid by third party investors. The Company does not pay any additional fees to the Manager on these investments. The total investment management charges payable by the Company to the Manager (excluding VAT), including the amounts set out in the table above, were therefore £7,274,000 (2013: £6,715,000).

Graphite Capital Management LLP was a related party of Graphite Enterprise Trust PLC during the period. The amounts payable during the period are set out above. There was an accrued amount outstanding of £76,000 as at 31 January 2014 (2013: £63,000).

8 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

The Company is an investment company as defined by section 833 of the Companies Act 2006 and conducts its affairs so as to qualify as an investment trust under the provisions of section 1158 of the Corporation Tax Act 2010 ("Section 1158").

The Company's objective is to provide shareholders with long term capital growth through investment in unquoted companies, mostly through specialist funds but also directly. Investments in funds have anticipated lives of approximately ten years. Direct investments are made with an anticipated holding period of between three and five years. Investment agreements will, however, usually provide that any loans advanced to investee companies are for a longer period than this. The agreements will usually provide for repayments to be made by instalments with provision for full repayment on sale or flotation.

Financial risk management

The Company's activities expose it to a variety of financial risks: market risk (comprising currency risk, interest rate risk and price risk), investment risk, credit risk and liquidity risk. The Company's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company's financial performance. The Manager has overall responsibility for managing the risks and the framework for monitoring and coordinating these risks. This is monitored by the Board. The Company's financial risk management objectives and processes used to manage these risks have not changed from the previous period and the policies are set out below:

 

Market risk

(i) Currency risk

The Company's investments are principally in the UK and continental Europe and are primarily denominated in sterling and in euros. There are also smaller amounts in US dollars and in other European currencies. The Company is exposed to currency risk in that movements in the value of sterling against these foreign currencies will affect the net asset value and the cash required to fund undrawn commitments. The Board regularly reviews the level of foreign currency denominated assets and outstanding commitments in the context of current market conditions and may decide to buy or sell currency or put in place currency hedging arrangements.

 

(ii)   Interest rate risk

The fair value of the Company's investments and cash balances are not directly affected by changes in interest rates.

 

(iii)  Price risk

The risk that the value of a financial instrument will change as a result of changes to market prices is one that is fundamental to the Company's objective, which is to provide long term capital growth through investment in unquoted companies. The investment portfolio is continually monitored to ensure an appropriate balance of risk and reward in order to achieve the Company's objective. No hedging of this risk is undertaken.

 

The Company is exposed to the risk of change in value of its private equity investments. For all investments the market variable is deemed to be the price itself.

 

Investment and credit risk

(i)    Investment risk

Investment risk is the risk that the financial performance of the companies in which Graphite Enterprise invests either improves or deteriorates, thereby affecting the value of that investment. Investments in unquoted companies whether indirectly or directly are by their nature subject to potential investment losses. The investment portfolio is highly diversified.

 

(ii)   Credit risk

The Company's exposure to credit risk arises principally from its investment in gilts and its cash deposits. The Company aims to invest the majority of its liquid portfolio in assets which have low credit risk. The Company's policy is to limit exposure to any one investment to 15% of gross assets. This is regularly monitored by the Manager as a part of its cash management process.

 

Cash is held on deposit with three UK banks and totalled £68,239,000 (2013: £28,778,000). Of this amount £27,788,000 was deposited at The Royal Bank of Scotland ("RBS") and this represents the maximum exposure to credit risk at the balance sheet date. No collateral is held by the Company in respect of these amounts. None of the Company's cash deposits were past due or impaired at 31 January 2014 (2013: nil).

 

Liquidity risk

The Company has significant investments in unquoted companies which are inherently illiquid. The Company also has substantial undrawn commitments to funds, the great majority of which are likely to be called over the next five years. The Company aims to manage its affairs to ensure sufficient cash, other liquid assets and undrawn borrowing facilities will be available to meet contractual commitments when they are called and also seeks to have cash generally available to meet other short term financial needs. All cash and cash equivalents are available on demand. The Company's liquidity management policy involves projecting cash flows and considering the level of liquidity necessary to meet these.

 

The Company has access to committed bank facilities of £98 million, which are structured as parallel sterling and euro facilities of £50 million and 58.1 million. The facilities are provided jointly by RBS and Lloyds Bank Corporate Markets ("Lloyds"). Of the total facilities, £30 million and 34.5 million will expire in April 2015 if they are not renewed. The balance of £20 million and 23.6 million will expire in March 2017.

As at 31 January 2014 the Company's financial liabilities amounted to £262,000 of payables (2013: £550,000) which were due in less than one year.

Capital risk management

The Company's capital is represented by its net assets, which are managed to achieve the Company's investment objective. The Company currently has no debt.

 

The Board can manage the capital structure directly since it has taken the powers, which it is seeking to renew, to issue and buy-back shares and it also determines dividend payments. The Company is subject to externally imposed capital requirements with respect to the obligation and ability to pay dividends by Section 1159 Corporation Tax Act 2010 and by the Companies Act 2006, respectively.

 

Total equity at 31 January 2014, the composition of which is shown on the balance sheet was £502,677,000 (2013: £471,463,000).

 

 

9 OTHER RELATED PARTY TRANSACTIONS

Transactions between the Parent Company and its subsidiaries, which are related parties, have been eliminated on consolidation. Transactions between the Company and the Manager are disclosed in note 7.

Significant transactions between the Parent Company and its subsidiaries are shown below:



Year ended 31 January

2014

Year

ended 31 January

2013

Subsidiary

Nature of transaction

£'000

£'000

Graphite Enterprise Trust Limited Partnership

Decrease in loan balance

(7,273)

(864)


Income allocated

1,501

688

Graphite Enterprise Trust (2) Limited Partnership

Increase in loan balance

7,071

270

Income allocated

820

343

 


                 

Amounts owed by subsidiaries

Amounts owed to subsidiaries

31 January

2014

31 January

2013

31 January

2014

31 January

2013

Subsidiary

£'000

£'000

£'000

£'000

Graphite Enterprise Trust Limited Partnership

-

3,006

4,267

-

Graphite Enterprise Trust (2) Limited Partnership

23,762

16,691

-

-

 

 

Amounts owed by subsidiaries represents funding provided by the Parent Company to its subsidiaries to allow them to make investments. The balances will be repaid out of proceeds from their portfolios.

 

 

END

 

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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