Annual Report • Feb 21, 2018
Annual Report
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YEAR-END REPORT 1 JANUARY–31 DECEMBER 2017 ACTIC GROUP AB 1
Actic Group AB (publ)
"Acquisitions and increased loyalty enhances membership base"
| SEK million | Oct–Dec 2017 |
Oct–Dec 2016 |
Jan–Dec 2017 |
Jan–Dec 2016 |
|---|---|---|---|---|
| Net sales | 229.2 | 216.4 | 881.2 | 802.0 |
| Adjusted EBITDA | 33.9 | 25.7 | 144.2 | 141.3 |
| Adjusted EBITDA margin, % | 14.8 | 11.9 | 16.4 | 17.6 |
| Adjusted EBITA | 19.2 | 10.2 | 84.8 | 85.4 |
| Adjusted EBITA margin, % | 8.4 | 4.7 | 9.6 | 10.7 |
| Items affecting comparability | -0.6 | -13.3 | -25.6 | -37.2 |
| EBIT | 11.1 | -10.3 | 32.7 | 35.3 |
| Net profit/loss for the period | 1.6 | -19.7 | -5.4 | -4.0 |
| Earnings per share before and after dilution, SEK | 0.10 | -19.47 | -1.53 | -30.63 |
| Average number of shares after dilution, thousands | 15,897 | 1,583 | 12,122 | 1,583 |
| Equity/assets ratio, % | 43.7 | 28.5 | 43.7 | 28.5 |
| Net debt | 440.4 | 603.9 | 440.4 | 603.9 |
| Cash flow from operating activities | 52.0 | 14.0 | 103.2 | 77.7 |
| Number of clubs at the end of the period | 178 | 166 | 178 | 166 |
| Number of members at the end of the period | 225,133 | 210,980 | 225,133 | 210,980 |
| ARPM, SEK | 349 | 338 | 339 | 314 |
| Club EBITDA | 61.6 | 55.8 | 254.3 | 246.2 |
| Club EBITDA margin, % | 27.2 | 25.8 | 28.9 | 30.7 |
| Average number of full-time equivalent employees | 792 | 741 | 752 | 703 |
1) See Note 4. For definitions of key financial data, see page 30.
Sales during the fourth quarter increased 6%, whereof 1 % organiclly, and amounted to SEK 229 million. Average revenue per member (ARPM) increased 3% to SEK 349 (338) per month as a result of a continued favourable trend for our PT business. The membership base expanded by more than 9,000 in the fourth quarter, and although the increase was mainly attributable to acquisitions, we did see organic growth for the second consecutive quarter. Adjusted EBITDA amounted to SEK 34 million (26), corresponding to a margin of 14.8% (11.9). The start of the year entails the high season for us and we can see that we had performed well in January, with a net increase of 7,500 new members and 13% more membership cards sold than in January 2017.
On 1 December, Må Bättre was consolidated, which is one of our largest transactions to date. Må Bättre operates a total of nine gym facilities, with a geographical focus on Gävle and Falun in central Sweden. The operations generate annual sales of almost SEK 60 million with an EBITDA margin of about 20%. Integration commenced immediately and is proceeding according to plan.
The margin trend for the fourth quarter was not satisfactory, even if a higher establishment rate is responsible for part of the decline. We are working on efficiency measures and reducing costs at both the central and local levels of the Group as a whole and will enter 2018 with a reduced cost mass, which we will continue to work on nonetheless.
As we announced earlier, the Norwegian operation performed weaker than expected during the year. We have made changes to governance and are working intensively on the influx of new members and developing the PT business in Norway. This work developed favourably, but we have some way left to our desired profitability. During 2017 we have introduced a PT pilot in Germany.
The PT business continues to develop in a highly positive direction. For the full-year, PT growth was about 40% and the business accounted for 10% of net sales. This means there is still considerable potential for continued expansion in this area. As of 1 January, fitness contributions from employers also include personal training in Sweden. Accordingly, employers can offer their employees personal training for an amount up to SEK 5,000 per year without it being taxed as a fringe benefit. This decision is apparently accelerating PT penetration in our business, which is now at nearly 5% of the membership base.
We continued to invest in our offering and membership services such as MyActic to strengthen our market position and increase the dialogue between our members. These are factors that contributed to that we could see an increased customer base during the quarter, which totalled more than 225,000 members at the end of the period.
The marketing activities also contributed to a positive start to the high season, which we look forward to generating a positive effect on the full-year 2018. In January, we sold 13% more membership cards than in the same month in 2017 and the membership base had a net increase of nearly 7,500 members, resulting in a total of about 232,000 at the end of the month. In comparative units, card sales increased by slightly more than 4% during the first month of the year.
We are continuing to work according to our planned strategy, focusing on efficiency, cluster building and continuously refining the customer offering and remaining active in consolidation in the industry.
February 2018
Christer Zaar CEO
For further information, contact: Christer Zaar, CEO: [email protected] Niklas Alm, Investor Relations: +46 (0)708-24 40 88, [email protected]
Net sales in the fourth quarter amounted to SEK 229.2 million (216.4), corresponding to growth of 6%. Acquisitions contributed SEK 12 million. Measured at fixed exchange rates, organic growth totalled 1%. Exchange-rate changes affected net sales negatively by SEK -1.7 million. Growth was attributable to acquired operations in the Nordics and higher ARPM compared with the same quarter in 2016. Contributing factors to this increase in ARPM included a continuing increase in the demand for PT services, which contributed SEK 26 million during the fourth quarter, compared with SEK 22 million during the year-earlier period. The intensified effort
NET SALES & ARPM Net sales ARPM MSEK SEK Q1 -16 Q2 -16 Q3 -16 Q4 -16 Q1 -17 Q2 -17 Q3 -17 Q4 -17 0 50 100 150 200 250 120 200 280 320 360 to focus on member groups that to a greater extent demand and use add-on services continues. The membership base increased to 225,133 (210,980) at the end of the period. Adjusted EBITDA amounted to SEK 33.9 million (25.7), corresponding to an adjusted EBITDA margin of 14.8% (11.9). Unsatisfactory performance by the Norwegian operation, continued investments in our customer offering, integration costs and support functions adapted to a listed environment impacted the earnings.
EBIT amounted to SEK 11.1 million (neg: 10.3).
Financial expenses amounted to SEK -3.9 million (-12.7) and financial income totalled SEK 0.8 million (0.8). The financial expenses were attributable to interest expenses for loan financing, while financial income mainly pertained to exchange-rate differences.
Tax expense for the fourth quarter totalled SEK -6.4 million (income: 2.5). The tax expense for the quarter is attributable to allocation effects between the quarters during the year.
Net profit for the quarter amounted to SEK 1.6 million (loss: 19.7), corresponding to earnings per share before and after dilution of SEK 0.10 (loss: -19.47), see Note 4.
Net sales for the year amounted to SEK 881.2 million (802.0), corresponding to growth of 10%. Acquisitions contributed SEK 50 million. Measured at fixed exchange rates, organic growth totalled 3%. Exchange-rate changes affected net sales positively by SEK 2.8 million. The Group's growth was primarily attributable to acquired operations in the Nordics and higher ARPM. Contributing factors to this increase in ARPM included an increase in demand for PT services, which contributed SEK 87 million during the period, compared with SEK 62 million during the year-earlier period. Adjusted EBITDA amounted to SEK 144.2 million (141.3), corresponding to an adjusted EBITDA margin of 16.4% (17.6). Items affecting comparability amounted to SEK -25.6 million (-37.2) and primarily comprised costs in conjunction with the listing in April. The higher pace of establishment, continued investments in our service offering and customer offering, support functions adapted to a listed environment, together with a weaker performance in the Norwegian operations impacted the earnings compared with the preceding year.
EBIT amounted to SEK 32.7 million (35.3).
CENTRAL AND LOCAL SUPPORT FUNCTIONS
Actic's central and local support functions comprise a basis for efficiently delivering the Group's offering in all markets. In recent years, significant investments have been made in these functions for continued expansion, as well as to generate economies of scale and simplify integration of acquisitions. Adjusted for items affecting comparability, costs for central and local functions in relation to sales amounted to 12.5% for the most recent twelvemonth period, compared with 13.1% for full-year 2016. The aim is to reduce these in the future, which will contribute towards margin growth.
Financial expenses amounted to SEK -40.8 million (-43.9) and financial income totalled SEK 6.7 million (7.2). Non-recurring costs related to the refinancing and stock exchange listing amounted to SEK -13.3 million (-). Other financial expenses were primarily attributable to interest expenses for loan financing, while financial income mainly pertained to exchange-rate differences.
The earnings impact of tax for the period amounted to SEK -4.0 million (-2.6).
Net loss for the period amounted to SEK -5.4 million (-4.0), corresponding to loss per share before and after dilution of SEK -1.53 (-30.63), see Note 4.
Actic conducts operations in two operating segments. Actic's largest operating segment is the Nordics, which comprises its operations in Sweden, Norway and Finland. The company has conducted and gradually expanded its operations since 1981. The Nordic countries are home to just over 750 swimming halls and Actic conducts operations in approximately 100 of these. Actic's second, smaller — but expanding — operating segment comprises Germany and Austria, where the company primarily operates Gym & Swim clubs. Actic's facilities in Germany will gradually be supplemented with stand-alone clubs in line with the company's cluster strategy.
| SEK million | Oct–Dec 2017 |
Oct–Dec 2016 |
Jan–Dec 2017 |
Jan–Dec 2016 |
|---|---|---|---|---|
| Net sales | 213.2 | 201.9 | 818.4 | 748.7 |
| EBITDA | 39.9 | 34.0 | 173.9 | 167.0 |
| EBITDA margin, % | 18.7 | 16.8 | 21.3 | 22.3 |
| ARPM, SEK | 355 | 343 | 344 | 317 |
| Number of members at the end of the period | 206,052 | 193,503 | 206,052 | 193,503 |
| Number of clubs at the end of the period | 156 | 146 | 156 | 146 |
| Average number of full-time equivalent employees | 668 | 629 | 634 | 601 |
Net sales during the third quarter for the Nordics segment increased 6% to SEK 213.2 million (201.9). Acquisitions contributed SEK 12 million. ARPM rose 3% to SEK 355 (343) due to a gradual increase in PT sales, which contributed SEK 26 million (22) during the quarter.
EBITDA for the quarter totalled SEK 39.9 million (34.0), corresponding to a margin of 18.7% (16.8).
Net sales during the period for the Nordics segment increased 9% to SEK 818.4 million (748.7). Acquisitions contributed SEK 50 million. ARPM rose 9% to SEK 344 (317) due to a gradual increase in PT sales, which contributed SEK 87 million (62) during the period. Corporate sales, customised exercise products for various companies, and the sale of goods made an additional contribution compared with the year-earlier period.
EBITDA for the period totalled SEK 173.9 million (167.0), corresponding to a margin of 21.3% (22.3). The decline in margin is attributable to an increased pace of new establishment and a weaker trend in Norway.
In January 2017, Actic took over operation of a gym at the municipal swimming pool in Svenljunga, and, in March, a third facility opened in central Södertälje. At 1 May, the three facilities acquired in Karlstad were consolidated, and added about 7,000 members with annual sales in the range of SEK 25–30 million.
In May 2017, a new club was also opened in Frösundavik (Stockholm) with primary focus on corporate clients.
During the third quarter of 2017, Actic opened a third club in Varberg, which will thus become a cluster city with various types of facilities and a strong customer offering. During the fourth quarter, Actic signed an agreement to acquire nine facilities in Dalarna and Gästrikland that are expected to contribute annual sales of almost SEK 60 million, with an EBITDA margin of 20%. Consolidation took place on 1 December.
A total of six facilities — Borås, Hallsberg, Kvänum, Porsgrunn, Romsås and Vasastan — were closed down during the period since these were considered to lack the potential to contribute towards the Group's earnings moving forward.
It was decided that in the third quarter of 2018, a second facility will be opened in Alta, Norway, and that a fourth facility will be opened in Södertälje during the first quarter of 2019.
| SEK million | Oct–Dec 2017 |
Oct–Dec 2016 |
Jan–Dec 2017 |
Jan–Dec 2016 |
|---|---|---|---|---|
| Net sales | 16.0 | 14.5 | 62.8 | 53.3 |
| EBITDA | 2.4 | -2.6 | 3.3 | -0.9 |
| EBITDA margin, % | 15.0 | -18.1 | 5.3 | -1.6 |
| ARPM, SEK | 283 | 286 | 283 | 269 |
| Number of members at the end of the period | 19,081 | 17,477 | 19,081 | 17,477 |
| Number of clubs at the end of the period | 22 | 20 | 22 | 20 |
| Average number of full-time equivalent employees | 107 | 99 | 102 | 90 |
The segment's net sales during the third quarter increased 10% to SEK 16.0 million (14.5). EBITDA for the quarter totalled SEK 2.4 million (-2.6), corresponding to a margin of 15.0% (-18.1). The margin has developed positively quarter over quarter, but was negatively impacted by implemented and ongoing establishments.
The segment's net sales during the period increased 18% to SEK 62.8 million (53.3). The increase is primarily a result of new establishments in the past year, which will gradually contribute more to earnings and organic growth. EBITDA for the period amounted to SEK 3.3 million (-0.9), corresponding to a margin of 5.3% (-1.6). The relatively lower margin was attributable to a higher establishment rate and investments in the organisation in the past year, combined with a longer-than-planned interruption of operations in Schortens. Although new establishments have short-term impact on the profitability of the segment, Actic foresees major future potential in the German market.
In January 2017, a second facility was open in Duisburg, forming Actic's second cluster in Germany. In the fourth quarter, a new facility was opened in Giessen (Hesse). There are also plans to establish three new facilities in the first quarter of 2018 – Pirmasens (Rhineland-Palatinate), Schönningen (Lower Saxony) and Neustad (Lower Saxony). The latter of these will be in a large, newly built swimming pool, and means we will have five facilities in the Hanover region.
Actic's operations have reported negative tied-up working capital since the Group's revenue is based to a certain degree on advance monthly payments and due to the Group's relatively low requirement for capital tied up in inventories and accounts receivable. Combined with the company's stable EBITDA trend over time, this gives rise to a relatively high generation of cash.
Cash flow from operating activities totalled SEK 103.2 million (77.7) for the period. Working capital declined SEK 8 million during the period and amounted to SEK -137.0 million (-129.4).
Cash flow from investing activities for the period amounted to SEK -180.0 million (-157.1), and was mainly attributed to acquisitions and new establishments.
In conjunction with the listing in April, Actic signed a new loan agreement. The facilities made available by this comprise a five-year loan facility of SEK 435 million and a bank overdraft facility of SEK 100 million. The new financing has been used, for example, for refinancing of earlier loans, which has led to reduced debt and lower financing costs.
Cash and cash equivalents at the end of the period totalled SEK 66.1 million, compared with SEK 49.1 million at year-end 2016. Available unutilised loans amounted to SEK 73 million at the end of the period, compared with SEK 28 million at year-end 2016.
During the period, Actic continued to invest in its central functions, such as its accounting system, the membership system in Germany and an app for the company's members. Investments in intangible fixed assets during the period amounted to SEK -22.0 million (-32.0).
Investments in property, plant and equipment amounted to SEK -90.6 million (-66.8) in the first nine months and were attributable to implemented and future openings and upgrades when existing facilities are redesigned or expanded.
In conjunction with the listing of Actic's shares on the Nasdaq Stockholm, the company's former ordinary shares of Class A and Class B, Class C and Class D, as well as preference shares, were converted so that, after the listing, Actic has only one class of share. The company also conducted a new share issue comprising 5,346,534 shares, which generated SEK 270 million for the company before issue expenses. Following the conversion of all the shares outstanding to ordinary shares and the new issues of shares in conjunction with the IPO, the total number of shares outstanding is 15,896,936, all of these being ordinary shares of the same class. The company does not hold any own shares.
At 31 December 2017, equity amounted to SEK 605.6 million, compared with SEK 364.5 million at 31 December 2016. The equity/assets ratio was 43.7%, compared with 28.5% at year-end 2016. Interest-bearing liabilities amounted to SEK 506.5 million compared with SEK 653.0 million at yearend 2016. The net debt/adjusted EBITDA ratio for the most recent 12-month period amounted to 3.1, compared with 4.3 for full-year 2016.
The number of full-time equivalent employees during the period totalled 752, compared with 703 for full-year 2016. This increase in the number of employees was mainly attributable to acquisitions and new establishments.
Actic Group conducted a combined sale of existing and newly issued shares with the aim of promoting the company's continued development and to broaden the ownership base. The offering was directed to the public in Sweden and to institutional investors in Sweden and abroad. Actic was listed on Nasdaq Stockholm's Small Cap list on 7 April 2017 and uses the ticker code ATIC.
Actic's overall strategy can be summarised as follows:
Actic has adopted the following financial targets: Growth — Average yearly organic growth of at least 5%, with additional growth from acquisitions. Profitability — Adjusted EBITDA margin of more than 20% in the medium term.
Capital structure — Net debt/adjusted EBITDA ratio below 3.0.
A dividend rate of 30% to 50% of annual net income.
Net loss for the period was SEK 18.7 million (-0.0). Equity at the end of the period totalled SEK 833.8 million, compared with SEK 558.9 million at year-end.
An Extraordinary General Meeting in January resolved in accordance with the proposal of the Nomination Committee that the Board of Directors will comprise five ordinary members and no deputies.
Stefan Charette (re-election), Åsa Wirén (re-election), Göran Carlson (new election), Fredrik Söderberg (new election) and Therese Hillman (new election) were elected, in accordance with the proposal of the Nomination Committee, as ordinary Board members until the close of the next Annual General Meeting. Göran Carlson was elected Chairman of the Board.
The former principal owner, Actic International S.â.r.l, which is owned by IK 2007, sold all of its shares in the fourth quarter. The largest shareholders at 31 December were Athanase Industrial Partner, which owned 14.7%, Ushi Limited 13.8%, AFA Försäkring 10.0%, the Fourth Swedish National Pension Fund with 9.82% and Swedbank Robur with 9.0%. The total number of shareholders was 2,568 at the end of the period.
The new standards IFRS 9 (Financial Instruments) and IFRS 15 (Revenue from Contracts with Customers) are applied from financial years beginning on or after 1 January 2018, while IFRS 16 (Leases) is applicable from financial years beginning on or after 1 January 2019. The project being conducted in relation to the introduction of IFRS 15 proceeded according to plan and the various revenue streams were analysed in 2017. The analysis led to a change insomuch as the registration fee paid by new members will be allocated over the contract period, generating a non-recurring effect during the year that the standard is implemented. Actic's assessment is that the standard will have a negative earnings impact of slightly more than SEK 0.03 per share in 2018. The work on IFRS 9 proceeded according to plan and the assessment is that this will not affect the Group's earnings and financial position. The project to implement IFRS 16 is proceeding according to plan.
Actic's Annual General Meeting will be held in Solna on 15 May 2018. Shareholders who wish to have a matter addressed at the Annual General Meeting should submit their motions to the Board of Directors not later than 31 March 2018 to guarantee that the motion can be included in the notification of the Annual General Meeting. Motions should be submitted by post to: Actic Group AB (publ), Box 1805, SE-171 21 Solna, Sweden, or by e-mail to: [email protected].
The Board of Directors and CEO have resolved to propose to the Annual General Meeting a dividend of SEK 0.50 (-) per share, corresponding to a total of SEK 8 million (-).
Actic's operations are subject to seasonal variations related to the level of activity at the clubs, which is highest in the first quarter of the year when most members join, and there is generally more activity at swimming facilities with swimming classes and similar activities. After activity levels decline at the end of the second quarter, member flows and activities at the clubs increase again after the summer months at the end of the third quarter.
Actic is exposed to a number of business and financial risks. The company's business risks can be divided into three categories: strategic, operational and legal risks. Among other factors, the company's financial risks are attributable to exchange rates, interest rates, liquidity and credit granting. Risk management within the Actic Group aims to identify, control and reduce these risks. This is accomplished through an assessment of risk probability and the potential impact on the Group. The company's risk assessment is unchanged compared with the risk scenario presented on pages 4 and 35–38 of the 2016 Annual Report. The Parent Company's risks and uncertainties are indirectly the same as those of the Group.
Actic does not publish forecasts.
| 15 May 2018 |
|---|
| 15 May 2018 |
| 16 August 2018 |
| 14 November 2018 |
The undersigned affirm that this interim report provides a fair overview of the operations, financial position and earnings of the Parent Company and the Group and describes the material risks and uncertainties to which the Parent Company and the companies included in the Group are exposed.
Solna, 21 February 2018
Christer Zaar President and CEO
The information in this year-end report is of the type that Actic Group AB (publ) is required to disclose according to the Securities Market Act. The information was submitted for publication on Wednesday, 21 February at 7:45 a.m. (CET).
| SEK million Group |
Oct–Dec 2017 |
Oct–Dec 2016 |
Jan–Dec 2017 |
Jan–Dec 2016 |
|---|---|---|---|---|
| Net sales | 229.2 | 216.4 | 881.2 | 802.0 |
| Adjusted EBITDA | 33.9 | 25.7 | 144.2 | 141.3 |
| Adjusted EBITDA margin, % | 14.8 | 11.9 | 16.4 | 17.6 |
| Adjusted EBITA | 19.2 | 10.2 | 84.8 | 85.4 |
| Adjusted EBITA margin, % | 8.4 | 4.7 | 9.6 | 10.7 |
| EBIT | 11.1 | -10.3 | 32.7 | 35.3 |
| Net profit/loss for the period | 1.6 | -19.7 | -5.4 | -4.0 |
| Cash flow from operating activities | 52.0 | 14.0 | 103.2 | 77.7 |
| Working capital | -135.8 | -129.4 | -135.8 | -129.4 |
| Capital employed | 1,112.1 | 1,017.5 | 1,110.2 | 1,017.5 |
| Net debt | 440.4 | 603.9 | 440.4 | 603.9 |
| Net debt/EBITDA ratio | - | - | 3.1 | 4.3 |
| Return on capital employed, % | - | - | 3.8 | 4.3 |
| Equity/assets ratio, % | 43.7 | 28.5 | 43.7 | 28.5 |
| Return on equity, % | - | - | -1.1 | -1.1 |
| SEK million Segment |
Oct–Dec 2017 |
Oct–Dec 2016 |
Jan–Dec 2017 |
Jan–Dec 2016 |
|---|---|---|---|---|
| Net sales, Nordics | 213.2 | 201.9 | 818.4 | 748.7 |
| Net sales, Germany | 16.0 | 14.5 | 62.8 | 53.3 |
| EBITDA, Nordics | 39.9 | 34.0 | 173.9 | 167.0 |
| EBITDA, Germany | 2.4 | -2.6 | 3.3 | -0.9 |
| EBITDA margin, Nordics, % | 18.7 | 16.8 | 21.3 | 22.3 |
| EBITDA margin, Germany, % | 15.0 | -18.1 | 5.3 | -1.6 |
| Central and local functions, excl. items affecting comparability |
27.7 | 30.1 | 110.1 | 104.8 |
| Central and local functions, excl. items affecting comparability in relation to net sales, % |
12.1 | 13.9 | 12.5 | 13.1 |
| ARPM, Nordics, SEK | 355 | 343 | 344 | 317 |
| ARPM, Germany, SEK | 283 | 286 | 283 | 269 |
| Total ARPM, SEK | 349 | 338 | 339 | 314 |
| Number of members at the end of the period, Nordics | 206,052 | 193,503 | 206,052 | 193,503 |
| Number of members at the end of the period, Germany | 19,081 | 17,477 | 19,081 | 17,477 |
| Total number of members at the end of the period | 225,133 | 210,980 | 225,133 | 210,980 |
| Number of clubs at the end of the period, Nordics | 156 | 146 | 156 | 146 |
| Number of clubs at the end of the period, Germany | 22 | 20 | 22 | 20 |
| Total number of clubs at the end of the period | 178 | 166 | 178 | 166 |
| Average number of full-time equivalent employees, Nordics | 668 | 629 | 634 | 601 |
| Average number of full-time equivalent employees, Germany | 107 | 99 | 102 | 90 |
| Average number of full-time equivalent employees, central support |
17 | 13 | 16 | 12 |
| Total average number of full-time equivalent employees | 792 | 741 | 752 | 703 |
| SEK Per share data |
Oct–Dec 2017 |
Oct–Dec 2016 |
Jan–Dec 2017 |
Jan–Dec 2016 |
|---|---|---|---|---|
| Average number of shares, thousands | 15,897 | 1,583 | 12,122 | 1,583 |
| Average number of shares after dilution, thousands | 15,897 | 1,583 | 12,122 | 1,583 |
| Profit/loss per share | 0.10 | -19.47 | -1.53 | -30.63 |
| Profit/loss per share after dilution | 0.10 | -19.47 | -1.53 | -30.63 |
| Share price at the end of the period | 37.80 | n/a | 37.80 | n/a |
| SEK million Group |
2017 Q4 |
2017 Q3 |
2017 Q2 |
2017 Q1 |
2016 Q4 |
2016 Q3 |
|---|---|---|---|---|---|---|
| Net sales | 229.2 | 209.1 | 216.8 | 226.0 | 216.4 | 195.5 |
| Adjusted EBITDA | 33.9 | 39.0 | 35.0 | 36.3 | 25.7 | 40.6 |
| Adjusted EBITDA margin | 14.8 | 18.7 | 16.2 | 16.0 | 11.9 | 20.8 |
| Adjusted EBITA | 19.2 | 23.6 | 21.5 | 20.4 | 10.2 | 26.6 |
| Adjusted EBITA margin, % | 8.4 | 11.3 | 9.9 | 9.0 | 4.7 | 13.6 |
| EBIT | 11.1 | 17.7 | -0.4 | 4.2 | -10.3 | 9.4 |
| Net profit/loss for the period | 1.6 | 12.8 | -15.1 | -4.7 | -19.7 | 1.3 |
| Cash flow from operating activities | 52.0 | 27.7 | -7.5 | 31.0 | 14.0 | 21.1 |
| 2017 Q4 |
2017 Q3 |
2017 Q2 |
2017 Q1 |
2016 Q4 |
2016 Q3 |
|
|---|---|---|---|---|---|---|
| Net sales, Nordics | 213.2 | 193.5 | 201.0 | 210.7 | 201.9 | 182.5 |
| Net sales, Germany | 16.0 | 15.7 | 15.8 | 15.4 | 14.5 | 13.1 |
| EBITDA margin, Nordics, % | 18.7 | 23.9 | 21.0 | 21.7 | 16.8 | 26.0 |
| CLUB EBITDA Nordics | 57.0 | 62.2 | 57.2 | 64.4 | 54.8 | 63.6 |
| CLUB EBITDA margin Nordics, % | 26.7 | 32.1 | 28.4 | 30.6 | 27.2 | 34.8 |
| EBITDA margin, Germany, % | 15.0 | 1.5 | 4.6 | -0.2 | -18.1 | 2.5 |
| CLUB EBITDA Germany | 5.2 | 2.9 | 3.3 | 2.7 | 0.9 | 2.6 |
| CLUB EBITDA margin Germany, % | 32.6 | 18.8 | 20.9 | 17.5 | 6.4 | 19.6 |
| Central and local functions, excl. items affecting comparability |
27.7 | 26.1 | 25.4 | 30.8 | 30.1 | 25.6 |
| Central and local functions, excl. items affecting comparability in relation to net sales, % |
12.1 | 12.5 | 11.7 | 13.6 | 13.9 | 13.1 |
| ARPM, Nordics, SEK | 355 | 328 | 344 | 355 | 343 | 309 |
| ARPM, Germany, SEK | 283 | 282 | 284 | 283 | 286 | 263 |
| Total ARPM, SEK | 349 | 324 | 339 | 349 | 338 | 305 |
| Total number of members at the end of the period |
225,133 | 216,101 | 215,702 | 216,777 | 210,980 | 213,961 |
| Total number of clubs at the end of the period | 178 | 169 | 170 | 168 | 166 | 162 |
| SEK 000s NOTE |
Oct–Dec 2017 |
Oct–Dec 2016 |
Jan–Dec 2017 |
Jan–Dec 2016 |
|---|---|---|---|---|
| Net sales | 229,244 | 216,428 | 881,206 | 802,004 |
| Other operating income | 7,956 | 6,744 | 29,121 | 27,935 |
| Total operating income | 237,200 | 223,172 | 910,326 | 829,939 |
| Operating expenses | ||||
| Goods for resale | -2,799 | -4,330 | -10,081 | -11,945 |
| Other external costs | -104,286 | -114,328 | -419,427 | -397,481 |
| Personnel costs | -96,755 | -92,104 | -361,579 | -316,369 |
| Depreciation, amortisation and impairment of tangible and intangible fixed assets |
-22,113 | -22,703 | -85,961 | -68,795 |
| Other operating expenses | -122 | – | -617 | – |
| EBIT | 11,125 | -10,293 | 32,661 | 35,349 |
| Financial income | 842 | 778 | 6,699 | 7,207 |
| Financial expenses | -3,938 | -12,712 | -40,787 | -43,912 |
| Financial net | -3,096 | -11,934 | -34,088 | -36,704 |
| Profit/loss before tax | 8,029 | -22,227 | -1,427 | -1,355 |
| Tax | -6,422 | 2,544 | -3,976 | -2,606 |
| Net profit/loss for the period | 1,606 | -19,683 | -5,403 | -3,961 |
| Profit/loss for the period attributable to: | ||||
| Parent Company shareholders | 1,606 | -19,683 | -5,403 | -3,961 |
| Earnings per share | ||||
| before dilution (SEK) 4 |
0.10 | -19.47 | -1.53 | -30.63 |
| after dilution (SEK) 4 |
0.10 | -19.47 | -1.53 | -30.63 |
| SEK 000s NOTE |
Oct–Dec 2017 |
Oct–Dec 2016 |
Jan–Dec 2017 |
Jan–Dec 2016 |
|---|---|---|---|---|
| Net profit/loss for the period | 1,606 | -19,683 | -5,403 | -3,961 |
| Other comprehensive income | ||||
| Translation differences for the period on translation of foreign operations |
-3,524 | -2,636 | -9,821 | 18,959 |
| Other comprehensive income for the period | -3,524 | -2,636 | -15,224 | 18,959 |
| Comprehensive income for the period | -1,916 | -22,319 | -15,224 | 14,998 |
| Comprehensive income for the period attributable to: | ||||
| Parent Company shareholders | -1,916 | -22,319 | -15,224 | 14,998 |
| SEK 000s NOTE |
31 Dec 2017 | 31 Dec 2016 |
|---|---|---|
| Assets | ||
| Goodwill | 775,689 | 746,404 |
| Other intangible fixed assets | 94,961 | 62,085 |
| Tangible fixed assets | 333,766 | 321,814 |
| Deferred tax assets | 5,163 | 4,462 |
| Total fixed assets | 1,209,579 | 1,134,766 |
| Inventories | 4,975 | 5,970 |
| Accounts receivable | 39,461 | 32,032 |
| Prepaid expenses and accrued income | 48,084 | 41,413 |
| Other receivables | 18,863 | 14,425 |
| Cash and cash equivalents | 66,078 | 49,057 |
| Total current assets | 177,461 | 142,897 |
| Total assets | 1,387,040 | 1,277,663 |
| Equity 5 |
||
| Share capital | 753 | 500 |
| Other capital contributed | 639,686 | 383,593 |
| Reserves | -11,131 | -1,310 |
| Retained profits including net profit for the year | -23,671 | -18,268 |
| Equity attributable to Parent Company shareholders | 605,683 | 364,515 |
| Total equity | 605,683 | 364,515 |
| Liabilities | ||
| Non-current interest-bearing liabilities | 466,252 | 596,691 |
| Deferred tax liabilities | 27,766 | 36,870 |
| Total non-current liabilities | 494,018 | 633,561 |
| Current interest-bearing liabilities | 40,219 | 56,310 |
| Accounts payable | 63,844 | 78,135 |
| Tax liabilities | 4,508 | 1,021 |
| Other liabilities | 18,527 | 7,739 |
| Accrued expenses and deferred income | 160,287 | 136,381 |
| Total current liabilities | 287,385 | 279,587 |
| Total liabilities | 781,402 | 913,148 |
| Total equity and liabilities | 1,387,040 | 1,277,663 |
| Equity attributable to Parent Company shareholders | |||||
|---|---|---|---|---|---|
| January to December 2016 SEK 000s |
Share cap ital |
Other capi tal contrib uted |
Translation reserve |
Retained earnings including net profit for the year |
Total |
| Opening equity, 1 Jan 2016 | 52 | 383,593 | -20,269 | -13,859 | 349,517 |
| Comprehensive income for the period | |||||
| Net profit/loss for the period | -3,961 | -3,961 | |||
| Other comprehensive income for the period | 18,959 | – | 18,959 | ||
| Comprehensive income for the period | – | – | 18,959 | -3,961 | 14,998 |
| Transactions with the Group's shareholders | |||||
| Dividends paid | – | ||||
| New share issue | 448 | - | -448 | – | |
| Total transactions with the Group's shareholders | 448 | – | – | -448 | – |
| Closing equity, 31 Dec 2016 | 500 | 383,593 | -1,310 | -18,268 | 364,515 |
| Equity attributable to Parent Company shareholders | |||
|---|---|---|---|
| ---------------------------------------------------- | -- | -- | -- |
| January to December 2017 SEK 000s |
Share cap ital |
Other capi tal contrib uted |
Translation reserve |
Retained earnings including net profit for the year |
Total |
|---|---|---|---|---|---|
| Opening equity, 1 Jan 2017 | 500 | 383,593 | -1,310 | -18,268 | 364,515 |
| Comprehensive income for the period | |||||
| Net profit/loss for the period | -5,403 | -5,403 | |||
| Other comprehensive income for the period | -9,821 | -9,821 | |||
| Comprehensive income for the period | – | – | -9,821 | -5,403 | -15,224 |
| Transactions with the Group's shareholders | |||||
| Dividends paid | – | ||||
| New share issue | 253 | 256,093 | – | – | 256,346 |
| Total transactions with the Group's shareholders | 253 | 256,093 | – | – | 256,346 |
| Closing equity, 31 Dec 2017 | 753 | 639,686 | -11,131 | -23,671 | 605,638 |
The new issue amount reported net after deductions for issue costs and tax
| SEK 000s | Oct–Dec 2017 |
Oct–Dec 2016 |
Jan–Dec 2017 |
Jan–Dec 2016 |
|---|---|---|---|---|
| Operating activities | ||||
| Profit/loss before tax | 8,029 | -22,227 | -1,427 | -1,355 |
| Adjustments for non-cash items | 21,445 | 23,827 | 104,116 | 69,167 |
| Income tax paid | 229 | 2,543 | -5,544 | -5,778 |
| Cash flow from operating activates before changes in working capital |
29,773 | 4,143 | 97,145 | 62,034 |
| Cash flow from changes in working capital | ||||
| Increase (-)/Decrease (+) in inventory | 238 | 1,704 | 954 | -704 |
| Increase (-)/Decrease (+) in operating receivables | -10,071 | -20,560 | -16,589 | -21,558 |
| Increase (+)/Decrease (-) in operating liabilities | 32,066 | 28,744 | 21,701 | 37,887 |
| Cash flow from operating activities | 52,006 | 14,031 | 103,210 | 77,659 |
| Investing activities | ||||
| Purchase of tangible fixed assets | -39,690 | -31,163 | -90,550 | -66,839 |
| Investment contributions received | – | 2,000 | 5,916 | 2,000 |
| Purchase of intangible fixed assets | -3,742 | -6,928 | -21,960 | -32,021 |
| Acquisition of subsidiaries/operations, net liquidity effect | -46,881 | -244 | -73,402 | -60,269 |
| Cash flow from investing activities | -90,312 | -36,334 | -179,996 | -157,130 |
| Financing activities | ||||
| New share issue | – | – | 252,499 | – |
| Loans raised | 30,673 | 10,562 | 487,800 | 72,244 |
| Repayment of debt | – | -15,000 | -625,700 | -30,000 |
| Repayment of leasing debt | -5,381 | -6,549 | -20,764 | -20,582 |
| Cash flow from financing activities | 25,292 | -10,987 | 93,835 | 21,662 |
| Cash flow for the period | -13,015 | -33,291 | 17,050 | -57,808 |
| Cash and cash equivalents at the beginning of the period | 79,091 | 81,775 | 49,057 | 106,419 |
| Exchange-rate difference in cash and cash equivalents | 1 | 573 | -29 | 446 |
| Cash and cash equivalents at the end of the period | 66,078 | 49,057 | 66,078 | 49,057 |
| SEK 000s | Oct–Dec 2017 |
Oct–Dec 2016 |
Jan–Dec 2017 |
Jan–Dec 2016 |
|---|---|---|---|---|
| Net sales | 1,402 | 1,546 | 11,954 | 1,546 |
| Operating expenses | ||||
| Other external costs | -925 | -6,964 | -10,625 | -7,832 |
| Personnel costs | -2,148 | -2,757 | -19,163 | -2,757 |
| Depreciation, amortisation and impairment of tangible and intangible assets |
-6 | – | -25 | – |
| EBIT | -1,678 | -8,171 | -17,859 | -9,043 |
| Profit/loss from financial items: | ||||
| Other interest income and similar profit items | – | 0 | 0 | 674 |
| Interest expenses and similar loss items | -1 | -11 | -1,656 | -30 |
| Profit/loss after financial items | -1,679 | -8,185 | -19,515 | -8,399 |
| Appropriations | 43,499 | 8,392 | 43,499 | 8,392 |
| Profit/loss before tax | 41,820 | 207 | 23,984 | -6 |
| Tax | -8,849 | – | -5,284 | – |
| Net profit for the year* | 32,970 | 207 | 18,700 | -6 |
* Net profit/loss for the year corresponds to comprehensive income for the year for the Parent Company.
| SEK 000s | 31 Dec 2017 | 31 Dec 2016 |
|---|---|---|
| Assets | ||
| Fixed assets | ||
| Intangible fixed assets | 110 | – |
| Financial fixed assets | ||
| Participations in Group companies | 794,803 | 540,979 |
| Deferred tax assets | – | 1,408 |
| Total financial fixed assets | 794,803 | 542,387 |
| Total fixed assets | 794,913 | 542,387 |
| Current assets | ||
| Current receivables | ||
| Receivables from Group companies | 45,170 | 27,407 |
| Other receivables | 435 | 308 |
| Prepaid expenses and accrued income | 214 | 2,906 |
| Total current assets | 45,820 | 30,622 |
| Total assets | 840,733 | 573,009 |
| Equity and liabilities | ||
| Equity | ||
| Restricted equity | ||
| Share capital | 753 | 500 |
| Non-restricted equity | ||
| Premium reserve | 641,460 | 383,593 |
| Accumulated profit | 172,836 | 174,855 |
| Net profit/loss for the period | 18,700 | -6 |
| Total equity | 833,750 | 558,942 |
| Current receivables | ||
| Accounts payable | 517 | 263 |
| Liabilities to Group companies | 3,530 | 2,625 |
| Current tax liabilities | 1,664 | 1,408 |
| Other liabilities | 340 | 141 |
| Accrued expenses and deferred income | 933 | 9,631 |
| Total current liabilities | 6,983 | 14,068 |
| Total equity and liabilities | 840,733 | 573,009 |
The Parent company Actic Group AB is a Swedish public limited-liability company, with corporate registration number 556895-3409. The company began operating in June 2012 and has its registered office in Solna, Sweden. This condensed consolidated year-end report for the period ending 31 December 2017 encompasses the company and its subsidiaries, collectively referred to as the Group.
The Group operates some 178 swimming and fitness facilities in two segments: the Nordics (Sweden, Norway and Finland) and Germany (Germany and Austria). As of the balance-sheet date, the Group had just over 225,000 members. Approximately 65% of the Group's gyms are operated in swimming halls through partnership agreements with municipalities and other counterparties and the remaining approximately 35% are operated as separate gym facilities.
This condensed consolidated interim report was prepared in accordance with IAS 34 Interim Financial Reporting. The Group applied the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB), as adopted by the EU. The Group also applies relevant sections of the Swedish Annual Accounts Act and Swedish Financial Reporting Board's recommendation RFR 1 Supplementary Accounting Rules for Groups. The Parent Company applies RFR 2 Accounting for Legal Entities and the Swedish Annual Accounts Act.
The accounting policies and terms of calculation applied for the Group and the Parent Company are the same as those applied in the most recent Annual Report. New and amended IFRS and interpretations and amendments to RFR 2 and RFR 1 that came into effect for the 2017 financial year have not had any material impact on the financial statements of the Group or the Parent Company.
In addition to the financial statements and the notes to the financial statements, other sections of the interim report also contain disclosures in accordance with IAS 34.16A.
Disclosures regarding significant events after the balance-sheet date as well as information concerning seasonal variations and material risks and uncertainties are presented on page 11. Information regarding dividends to shareholders is provided in Note 5 on page 24.
In the preparation of an interim report, management is required to make judgements and estimates as well as assumptions that impact the application of the accounting policies and the amounts recognised with respect to assets, liabilities, revenue and expenses. The actual outcome may deviate from these estimates and judgements. The company's critical judgements and sources of uncertainty in estimates are the same as those reported in the most recent Annual Report.
During the period, a merger of shares was implemented in connection with the stock exchange listing. This merger implies that the number of shares declined, but the share capital is unchanged. Prior to the merger, the number of ordinary shares was 83,875,785, while after the merger, these totalled 1,582,561, of which 258,417 are Class A shares and 1,324,144 Class B shares. The weighted average number of shares was adjusted retroactively to reflect this. A merger was also implemented for preference shares. Prior to the merger, the number of preference shares was 475,295,677, while after the merger these totalled 8,967,841.
In conjunction with the stock exchange listing, 8,967,841 preference shares outstanding and 258,417 Class B shares outstanding were converted to Class A ordinary shares. A new issue of 5,346,534 Class A shares was also conducted. The total outstanding number of shares following the above events amounts to 15,896,936 and these comprise Class A shares in their entirety. The conversion and the new issue are included in the weighted average number of shares as of 7 April 2017. None of these events was adjusted retroactively. The weighted average number of shares for the year calculated as of 31 December 2017 amounted to 12,121,716.
| Oct–Dec | Oct–Dec | Jan–Dec | Jan–Dec | |
|---|---|---|---|---|
| SEK | 2017 | 2016 | 2017 | 2016 |
| Earnings per share before and after dilution | 0.10 | -19.47 | -1.53 | -30.63 |
The amounts used as numerators and denominators are recognised below: SEK 000s Oct–Dec 2017 Oct–Dec 2016 Jan–Dec 2017 Jan–Dec 2016 Net profit/loss for the period attributable to Parent Company shareholders 1,606 -19,683 -5,403 -3,961 Interest on preference shares * - -11,129 -13,194 -44,517 Earnings attributable to ordinary Parent Company shareholders, before and after dilution, used in the calculation of earnings per share 1,606 -30,812 -18,597 -48,478 Average number of shares, thousands 15,897 1,583 12,122 1,583
* Funds received by the company in the form of subscription settlement for preference shares are calculated including interest.
For further information, refer to the Annual Reports for 2015 and 2016.
| Number of shares after the transaction | Share capital | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Date | Event | Ordinary | Ordinary A | Ordinary B | Pref C1 | Pref C2 | Pref D1 | Pref D2 | Change | Total | |
| 2012-06-05 | New forma- tion |
50,000 | – | – | – | – | – | – | 50,000 | 50,000 | |
| 2012-09-28 | Merger | 1 | – | – | – | – | – | – | 0 | 50,000 | |
| 2012-09-28 Split | 540,979,196 | – | – | – | – | – | – | 0 | 50,000 | ||
| 2012-09-28 | Change of share class |
0 | 0 | 540,979,196 | 0 | 0 | 0 | 0 | 0 | 50,000 | |
| 2012-09-28 | New share issue |
– | 13,523,703 | 608,601,011 | 15,018,357 | 0 | 444,815,321 | 0 | 50,000 | 100,000 | |
| 2012-09-28 Reduction1) | – | 13,523,703 | 67,621,815 | 15,018,357 | 0 | 444,815,321 | 0 | -50,000 | 50,000 | ||
| 2015-02-03 | New share issue |
– | 13,696,139 | 70,179,644 | 15,018,357 | 372,573 | 444,815,321 | 15,089,426 | 1,681 | 51,681 | |
| 2016-12-27 | Bonus issue | – | 13,696,139 | 70,179,644 | 15,018,357 | 372,573 | 444,815,321 | 15,089,426 | 448,319 | 500,000 | |
| 2017-03-21 | Merger | – | 258,417 | 1,324,144 | 283,365 | 7,029 | 8,392,741 | 284,706 | – | 500,000 | |
| 2017-04-06 Conversion | – 10,550,402 | – | – | – | – | – | – | 500,000 | |||
| 2017-04-06 | New share issue |
– | 15,896,936 | – | – | – | – | – | 253,383 | 753,383 |
1) The reduction in the company's share capital was undertaken as part of the restructuring of the company's capital and share structure.
There are no potential ordinary shares that could give rise to a dilution effect, which means that earnings per share before and after dilution are the same. The number of ordinary shares outstanding on the balance-sheet date totalled 15,896,936 (31 Dec 2016: 83,875,785).
No dividend was approved or paid in 2016 or 2017. For 2018 the Board of Directors proposes to the Annual General Meeting a dividend of SEK 0.50 (-) per share.
Actic conducts operations in two operating segments:
| October to December | Nordics | Germany | Group-wide and eliminations |
Total Group | ||||
|---|---|---|---|---|---|---|---|---|
| SEK 000s | Oct-Dec 2017 |
Oct-Dec 2016 |
Oct-Dec 2017 |
Oct-Dec 2016 |
Oct-Dec 2017 |
Oct-Dec 2016 |
Oct-Dec 2017 |
Oct-Dec 2016 |
| Net sales | 213,244 | 201,933 | 16,000 | 14,496 | – | – | 229,244 | 216,428 |
| Other operating income | 7,666 | 7,169 | 244 | 165 | 45 | -590 | 7,956 | 6,744 |
| Total operating income | 220,910 | 209,101 | 16,244 | 14,660 | 45 | -590 | 237,200 | 223,172 |
| EBITDA | 39,850 | 34,010 | 2,399 | -2,619 | -8,363 | -18,981 | 33,886 | 12,410 |
|---|---|---|---|---|---|---|---|---|
| Depreciation of tangible | ||||||||
| fixed assets | – | – | – | – | -14,641 | -15,483 | -14,641 | -15,483 |
| EBITA | – | – | – | – | -23,004 | -34,463 | 19,245 | -3,073 |
| Amortisation of intangible | ||||||||
| fixed assets | – | – | – | – | -7,472 | -7,220 | -7,472 | -7,220 |
| EBIT | – | – | – | – | -30,476 | -41,683 | 11,773 | -10,293 |
| Interest income | – | – | – | – | 842 | 778 | 842 | 778 |
| Interest expenses | – | – | – | – | -3,938 | -12,712 | -3,938 | -12,712 |
| Profit/loss before tax | – | – | – | – | -33,571 | -53,618 | 8,678 | -22,227 |
| January to December | Nordics | Germany | Group-wide and eliminations |
Total Group | ||||
|---|---|---|---|---|---|---|---|---|
| SEK 000s | Jan-Dec 2017 |
Jan-Dec 2016 |
Jan-Dec 2017 |
Jan-Dec 2016 |
Jan-Dec 2017 |
Jan-Dec 2016 |
Jan-Dec 2017 |
Jan-Dec 2016 |
| Net sales | 818,365 | 748,710 | 62,840 | 53,294 | – | – | 881,206 | 802,004 |
| Other operating income | 28,875 | 27,042 | 107 | 997 | 139 | -105 | 29,121 | 27,935 |
| Total operating income | 847,240 | 775,752 | 62,947 | 54,292 | 139 | -105 | 910,326 | 829,939 |
| EBITDA | 173,926 | 167,006 | 3,333 | -851 | -57,988 | -62,012 | 119,271 | 104,144 |
|---|---|---|---|---|---|---|---|---|
| Depreciation of tangible | ||||||||
| fixed assets | – | – | – | – | -59,416 | -55,925 | -59,416 | -55,925 |
| EBITA | – | – | – | – | -117,404 | -117,937 | 59,855 | 48,218 |
| Amortisation of intangible | ||||||||
| fixed assets | – | – | – | – | -26,545 | -12,870 | -26,545 | -12,870 |
| EBIT | – | – | – | – -143,949 -130,807 | 33,310 | 35,348 | ||
| Interest income | – | – | – | – | 6,699 | 7,207 | 6,699 | 7,207 |
| Interest expenses | – | – | – | – | -40,787 | -43,912 | -40,787 | -43,912 |
| Profit/loss before tax | – | – | – | – | -178,037 | -167,511 | -778 | -1,357 |
As part of the Group's expansion strategy, Actic acquired the assets and liabilities of three clubs in Karlstad, which were consolidated on 1 May 2017. Nine clubs in Gävleborg/Dalarna, which were consolidated on 1 December 2017. Had the acquisitions occurred on 1 January 2017, management estimates that the acquired operations would have contributed SEK 85-90 million to the Group's net sales and about SEK 20 million to EBITDA for full-year 2017.
On 14 February 2017 Actic signed a contract for the acquisition of three facilities. The facilities were acquired through a so-called acquisition of assets and liabilities for a purchase consideration of SEK 26.5 million, which was paid in cash. There is no conditional purchase consideration.
| The acquired company's net assets on the acquisition date |
|
|---|---|
| Leases | 9,490 |
| Customer relationships | 7,583 |
| Tangible fixed assets | 8,251 |
| Other operating receivables | 443 |
| Accounts payable and other operating liabil | |
| ities | -9,507 |
| Net identifiable assets and liabilities | 16,260 |
| Merger goodwill | 10,261 |
| Consideration paid | 26,521 |
On 1 November 2017, Actic signed a contract for the acquisition of nine clubs under the MåBättre brand. The facilities were acquired through a so-called acquisition of assets and liabilities for a purchase consideration of SEK 46.9 million, which was paid in cash. There is no conditional purchase consideration.
| The acquired company's net assets on the acquisition date |
|
|---|---|
| Leases | 11,885 |
| Customer relationships | 11,439 |
| Tangible fixed assets | 853 |
| Other operating receivables | 1,507 |
| Accounts payable and other operating liabil ities |
- 4,861 |
| Net identifiable assets and liabilities | 20,823 |
| Merger goodwill | 26,058 |
| Consideration paid | 46,881 |
The goodwill value mainly includes cost synergies, since the acquired operations will be able to utilise Actic's existing support functions instead of conducting its own administration. Actic also expects the acquisition to generate purchasing synergies, since the acquired operations will be able to utilise the central purchasing agreements in place within the Actic Group.
The acquisition is also expected to generate revenue synergies by strengthening the loyalty of the company's members, since Actic is able to offer a stronger product range in the region. The goodwill is expected to be tax-deductible.
Identified intangible fixed assets comprise leases and customer relationships. The useful life of these assets is between two and 13 years for leases and two years for customer relationships.
Acquisition-related costs amounted to SEK 1.4 million and pertained to consultant fees in conjunction with due diligence and agreement signing. These costs will be recognised as other external costs in the statement of profit/loss and other comprehensive income.
Financial instruments measured at fair value in the statement of financial position comprise interest rate swaps. During the first quarter, the Group conducted early redemption of all interest rate swaps, which is why there are no financial instruments measured at fair value per 31 December 2017. The early redemption of interest rate swaps generated a realised cost of SEK 6,000 in the first quarter.
During the current comparative periods, all swaps comprised debts amounting to SEK -0.7 million on 31 December 2016 and the fair value of interest rate swaps is based on the discounting of calculated future cash flows in accordance with the terms and maturity dates stipulated in the agreement and on the market rate for similar instruments on the balance-sheet date. The calculations are included in Level 2 of the fair value hierarchy.
The fair value of accounts receivable, cash and cash equivalents, accounts payable and other financial instruments that are current assets or current liabilities do not differ materially from the carrying amount, since these have a short maturity period. The fair value and carrying amount of liabilities to credit institutions, excluding derivatives, are estimated at:
| 31 Dec 2017 | 31 Dec 2016 | |
|---|---|---|
| Fair value | – | 666 |
| Carrying amount | 478 | 653 |
The nature and scope of the company's transactions with related parties has not changed materially compared with the information disclosed in the 2016 Annual Report.
During the second quarter, in conjunction with the stock exchange listing, 8,967,841 preference shares outstanding and 258,417 Class B shares outstanding were converted to Class A ordinary shares A. See also Note 4.
Certain information and analyses presented in this interim report include alternative performance measures not defined by IFRS. Along with comparable IFRS-defined performance measures, Actic considers this information to be useful for investors since it provides a basis for measuring the company's operating income and its ability to repay liabilities and invest in its operations. Management uses these financial measures as well as the most directly comparable IFRS-defined financial measures in its assessment of the company's operating income and value creation. These alternative performance measures are not to be analysed in isolation from, or be viewed as a substitute for, the financial information presented in the financial statements in accordance with IFRS. The alternative performance measures reported by Actic are not necessarily comparable with similar measures presented by other companies.
The reconciliations presented in the tables below are to be read together with the definitions on page 30.
Organic growth is derived from total net sales as follows:
| SEK 000s | Oct-Dec 2017 | Growth, % | Jan–Dec 2017 | Growth, % |
|---|---|---|---|---|
| Net sales | 229,244 | 5.9 | 881,206 | 9.9 |
| Of which, organic growth | 1,102 | 0.5 | 29,521 | 3.7 |
| Of which, acquired growth | 11,714 | 5.4 | 49,681 | 6.2 |
| Organic growth exchange rate adjusted | 2,791 | 1.3 | 26,758 | 3.3 |
| Total growth | 12,816 | 5.9 | 79,202 | 9.9 |
| Currency effect | -1,689 | - | 2,762 | - |
Management is of the opinion that the operating profit measures of EBITA and EBITDA, adjusted for external costs attributable to acquisitions and disposals and listing-related expenses, provide useful information that enables investors to monitor and analyse the underlying earnings trend in the company and to create comparable income measures between the periods.
| SEK 000s | Oct–Dec 2017 |
Oct–Dec 2016 |
Jan–Dec 2017 |
Jan–Dec 2016 |
|---|---|---|---|---|
| EBIT | 11,125 | -10,293 | 32,661 | 35,349 |
| Reversal of amortisation of intangible fixed assets |
7,472 | 7,220 | 26,545 | 12,870 |
| EBITA | 18,597 | -3,073 | 59,206 | 48,219 |
| Items affecting comparability | 649 | 13,259 | 25,566 | 37,197 |
| Adjusted EBITA | 19,246 | 10,187 | 84,772 | 85,416 |
| Reversal of depreciation of tangible fixed assets |
14,641 | 15,483 | 59,416 | 55,925 |
| Adjusted EBITDA | 33,886 | 25,670 | 144,188 | 141,341 |
| Net sales | 229,244 | 216,428 | 881,206 | 802,004 |
|---|---|---|---|---|
| Adjusted EBITA margin, % | 8.4 | 4.7 | 9.6 | 10.7 |
| Adjusted EBITDA margin, % | 14.8 | 11.9 | 16.4 | 17.6 |
| SEK 000s | Oct–Dec 2017 |
Oct–Dec 2016 |
Jan–Dec 2017 |
Jan–Dec 2016 |
|---|---|---|---|---|
| Costs attributable to acquisitions and disposals | 649 | 398 | 1,366 | 2,086 |
| Listing-related expenses | - | 12,862 | 24,200 | 26,819 |
| VAT correction Norway | - | - | - | 8,292 |
| Total items affecting comparability | 649 | 13,259 | 25,566 | 37,197 |
| SEK 000s | Oct–Dec 2017 |
Oct–Dec 2016 |
Jan–Dec 2017 |
Jan–Dec 2016 |
|---|---|---|---|---|
| Nordics | ||||
| EBITDA, Nordics | 39,860 | 34,010 | 173,936 | 167,006 |
| Net sales, Nordics | 213,244 | 201,933 | 818,365 | 748,710 |
| EBITDA margin, Nordics, % | 18.7 | 16.8 | 21.3 | 22.3 |
| SEK 000s | Oct–Dec 2017 |
Oct–Dec 2016 |
Jan–Dec 2017 |
Jan–Dec 2016 |
|---|---|---|---|---|
| Germany | ||||
| EBITDA, Germany | 2,399 | -2,619 | 3,333 | -851 |
| Net sales, Germany | 16,000 | 14,496 | 62,840 | 53,294 |
| EBITDA margin, Germany, % | 15.0 | -18.1 | 5.3 | -1.6 |
Operating expenses not attributable to individual facilities. Expenses pertain to support functions in the form of site management, marketing, customer support, HR, finance, IT, Actic Academy, product development, establishments, service and Group management.
| SEK 000s | Oct–Dec 2017 |
Oct–Dec 2016 |
Jan–Dec 2017 |
Jan–Dec 2016 |
|---|---|---|---|---|
| Total central and local functions | -28,363 | -43,348 | -135,701 | -142,035 |
| Costs attributable to acquisitions and disposals | 649 | 398 | 1,366 | 2,086 |
| Listing-related expenses | - | 12,862 | 24,200 | 26,819 |
| VAT correction Norway | - | - | - | 8,292 |
| Total central and local functions | ||||
| excluding items affecting comparability | -27,715 | -30,089 | -110,135 | -104,839 |
| Net sales | 229,244 | 216,428 | 881,206 | 802,004 |
| Central and local costs excluding items affecting compara bility in relation to net sales, % |
12.1 | 13.9 | 12.5 | 13.1 |
| SEK 000s | 31 Dec 2017 | 30 Sep 2017 30 June 2017 | 31 Mar 2017 | 31 Dec 2016 | 30 Sep 2016 | 30 Jun 16 | |
|---|---|---|---|---|---|---|---|
| Inventories | 4,975 | 5,212 | 5,092 | 5,882 | 5,970 | 6,954 | 7,591 |
| Tax receivables | 0 | 4,907 | 2,087 | 1,492 | 0 | 0 | 0 |
| Accounts receivable | 39,461 | 31,487 | 27,904 | 28,400 | 32,032 | 29,449 | 18,632 |
| Prepaid expenses | 48,084 | 49,413 | 47,766 | 43,843 | 41,413 | 34,306 | 31,797 |
| Other receivables | 18,863 | 13,931 | 17,924 | 14,215 | 14,425 | 4,789 | 9,612 |
| Accounts payable | -63,844 | -57,227 | -72,146 | -70,612 | -78,135 | -60,743 | -49,069 |
| Tax liabilities | -4,508 | -4,060 | -61 | -441 | -1,021 | -2,736 | -4,954 |
| Other liabilities | -18,527 | -16,510 | -13,176 | -14,670 | -7,739 | -24,294 | -15,514 |
| Accrued expenses and | |||||||
| deferred income | -160,287 | -141,717 | -142,258 | -155,133 | -136,381 | -110,464 | -117,482 |
| Total working capital | -135,783 | -114,563 | -126,869 | -147,025 | -129,436 | -122,738 | -119,388 |
| SEK 000s | Oct–Dec 2017 |
Oct–Dec 2016 |
Jan–Dec 2017 |
Jan–Dec 2016 |
|---|---|---|---|---|
| Non-current interest-bearing liabilities | 466,252 | 596,691 | 466,252 | 596,691 |
| Current interest-bearing liabilities | 40,219 | 56,310 | 40,219 | 56,310 |
| Total interest-bearing liabilities | 506,470 | 653,001 | 506,470 | 653,001 |
| Cash and cash equivalents | 66,078 | -49,057 | 66,078 | -49,057 |
| Net debt | 440,393 | 603,944 | 440,393 | 603,944 |
| Adjusted EBITDA | 33,885 | 141,341 | 144,189 | 141,341 |
| Net debt/adjusted EBITDA ratio | - | - | 3.1 | 4.3 |
| SEK 000s | 31 Dec 2017 | 31 Dec 2016 |
|---|---|---|
| Equity attributable to Parent Company shareholders | 605,638 | 364,515 |
| Total assets | 1,387,040 | 1,277,663 |
| Equity/assets ratio, % | 43.7 | 28.5 |
| SEK 000s | Oct–Dec 2017 |
Oct–Dec 2016 |
Jan–Dec 2017 |
Jan–Dec 2016 |
|---|---|---|---|---|
| Net profit/loss for the period | 1,606 | -19,683 | -5,403 | -3,961 |
| Equity attributable to Parent Company shareholders (aver | ||||
| age) | 605,611 | 375,675 | 484,104 | 357,016 |
| Return on equity, % | - | - | -1.1 | -1.1 |
| SEK 000s | Oct–Dec 2017 |
Oct–Dec 2016 |
Jan–Dec 2017 |
Jan–Dec 2016 |
|---|---|---|---|---|
| Net sales, Nordics, SEK 000s | 213,244 | 201,933 | 818,365 | 748,710 |
| Average number of members during the period, Nordics | 200,329 | 196,271 | 198,165 | 196,589 |
| ARPM, Nordics | 355 | 343 | 344 | 317 |
| Net sales, Germany, SEK 000s | 16,000 | 14,496 | 62,840 | 53,294 |
| Average number of members during the period, Germany | 18,840 | 16,902 | 18,501 | 16,521 |
| ARPM, Germany | 283 | 286 | 283 | 269 |
| Net sales, SEK 000s | 229,244 | 216,428 | 881,206 | 802,004 |
| Average number of members during the period | 219,169 | 213,173 | 216,666 | 213,109 |
| Total ARPM | 349 | 338 | 339 | 314 |
Number of members Number of members at the end of the period.
Return on equity Net profit for the period divided by the average of opening and closing equity for the period.
Return on capital employed Operating profit and financial income divided by the average opening and closing capital employed for the period.
Central and local functions Operating expenses not attributable to individual facilities. These expenses pertain to support functions in the form of site management, marketing, customer support, HR, finance, IT,
Actic Academy, product development, establishments, service and Group management
Club EBITDA Operating profit at the club level, meaning operating profit before impairment, depreciation and amortisation of tangible and intangible fixed assets less costs for central and local support functions.
Club EBITDA margin Operating profit at the club level divided by net sales.
EBIT Operating profit after depreciation and amortisation.
EBITA Operating profit before impairment and amortisation of intangible fixed assets.
EBITDA Operating profit before impairment, depreciation and amortisation of tangible and intangible fixed assets.
EBITDA margin per segment EBITDA divided by revenue from external customers per segment.
Equity per share Equity divided by the number of shares outstanding at the end of the period.
Average number of shares after dilution Average number of ordinary shares outstanding and potential future shares.
Average number of shares before dilution
Average number of ordinary shares outstanding.
Adjusted EBITA margin Adjusted EBITA divided by net sales.
Adjusted EBITDA margin Adjusted EBITDA divided by net sales.
Adjusted EBITA EBITA after reversal of items affecting comparability.
Adjusted EBITDA EBITDA after reversal of items affecting comparability.
Items affecting comparability Items included in the statement of profit/loss that affect comparability between earlier periods.
The average number of employees is calculated as the total of the average number of full-time positions during the period on a monthly basis and the accumulated hours worked for the period for hourly contract employees converted to full-time positions.
Net debt Interest-bearing liabilities less cash and cash equivalents.
Net debt/adjusted EBITDA ratio Net debt at the end of the period divided by adjusted EBITDA based on the rolling twelve-month value.
Organic growth Change in net sales adjusted for currency effects, acquisitions and disposals compared with the year-earlier period.
Earnings per share after dilution Net profit for the period divided by the average number of ordinary shares during the period after dilution.
Earnings per share before dilution Net profit for the period divided by the average number of ordinary shares during the period before dilution.
Working capital Inventories, accounts receivable, prepaid expenses and accrued income and other receivables less accounts payable, tax liabilities (current), other liabilities and accrued expenses and deferred income.
Average revenue per member (ARPM) Net sales during the period in relation to the average number of members during the period divided by the number of months in the period. The average number of members is based on the number of members at the end of each month during the period.
Equity/assets ratio Equity as a percentage of total assets.
Full-service clubs Clubs where both the fitness club and the swimming facility are operated by Actic's own personnel.
Gym & Swim clubs Clubs where the fitness club is operated by Actic and the swimming facility is operated by an external partner.
HIT High-intensity training is a strength training method. The method is focused on short, high-intensity exercise. HIT prioritises high intensity and few repetitions with the aim of developing muscles as efficiently as possible.
In-house clubs Clubs where the fitness facility is operated by external personnel.
Cluster Geographic area with several Actic clubs located in close proximity to one another, forming a cluster.
PT Personal training.
Stand-alone clubs Clubs that exclusively operate fitness facilities.
Add-on services Includes PT-services, retail and swim classes.
Actic (formerly Nautilus Gym) was founded in 1981 and launched the Gym & Swim club concept. The company began its international expansion in 1995 and Actic is now one of the leading players in the staffed gym market in the Nordics. Actic has 178 clubs with just over 225,000 members in five countries. Its main markets are Sweden, Norway, Finland, Germany and Austria.
Actic has a unique business model whereby the majority of its clubs have access to swimming facilities, which is included in the membership fee paid by Actic's members. Actic has four types of facilities: Full-service clubs, with gym and swimming facilities operated by Actic's own personnel; Gym & Swim clubs, where the fitness facilities are operated by Actic and the swimming facility is operated by an external partner; Stand-alone clubs, which exclusively operate fitness facilities, and In-house clubs where the fitness facility is operated by external personnel.
Actic uses a well-established exercise method known as high-intensity training (HIT) and offers its members personal training programmes including follow-up sessions with trained instructors. Together with swimming, this differentiates Actic in the market.
Actic offers a wide range of exercise options, including strength training, group classes and personal training (PT), which attracts a broad target group and is building successful clusters of Gym & Swim clubs as well as stand-alone clubs in the Nordics and Germany.
Actic's vision is to contribute to a healthier society by attracting broader target groups and thereby expanding the market. Actic's employees play an active role in the local community as a way of contributing to a healthier society.
Actic, which has its head office in Solna in Stockholm, had approximately 750 full-time equivalent employees and net sales of SEK 881 million in 2017. The Group is led by CEO Christer Zaar.
Actic AB Smidesvägen 12, SE-171 41 Solna, Sweden Box 1805, SE-171 21 Solna, Sweden
Actic Sweden AB Actic Norway AS Actic Fitness GmbH Actic Finland OY
E-mail: [email protected]
YEAR-END REPORT 1 JANUARY–31 DECEMBER 2017 ACTIC GROUP AB 32
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