AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

Actic Group

Annual Report Feb 21, 2018

3137_10-k_2018-02-21_c45e332f-0ae9-4255-9fb5-50c1fc44d399.pdf

Annual Report

Open in Viewer

Opens in native device viewer

YEAR-END REPORT 1 JANUARY–31 DECEMBER 2017 ACTIC GROUP AB 1

Year-end Report 1 January–31 December 2017

Actic Group AB (publ)

"Acquisitions and increased loyalty enhances membership base"

Year-end Report 1 January–31 December 2017

Fourth quarter – October to December 2017

  • Net sales rose to SEK 229.2 million (216.4), up 6%, of which 1% was organic.
  • ARPM increased 3% to SEK 349 (338).
  • Adjusted EBITDA amounted to SEK 33.9 million (25.7), and the margin amounted to 14.8% (11.9).
  • EBIT amounted to SEK 11.1 million (neg: 10.3).
  • Net profit for the period was SEK 1,6 million (loss: 19.7).
  • Earnings per share1) before and after dilution amounted to SEK 0.10 (neg: 19.47).
  • Cash flow from operating activities amounted to SEK 52.0 million (14.0).

Full-year 2017

  • Net sales rose to SEK 881.2 million (802.0), up 10%, of which 3% was organic.
  • ARPM increased 8% to SEK 339 (314).
  • Adjusted EBITDA amounted to SEK 144.2 million (141.3) and the margin amounted to 16.4% (11.9).
  • EBIT amounted to SEK 32.7 million (35.3).
  • Net loss for the period was SEK -5.4 million (loss: -4.0).
  • Loss per share1) before and after dilution amounted to SEK -1.53 (loss: 30.63).
  • Cash flow from operating activities totalled SEK 103.2 million (77.7).
  • The net debt/adjusted EBITDA ratio was 3.1 (4.3).
  • Acquisition of twelve facilities with annual sales of nearly SEK 90 million.
  • The Board of Directors proposes to the Annual General Meeting a dividend of SEK 0.50 (-) per share.

Key financial data

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.

Acquisitions and increased loyalty enhances membership base

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.

Strategic acquisitions

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.

Action for an increased margin

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.

Continued robust PT trend

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.

"As of 1 January, fitness contributions from employers also include personal training in Sweden. This enables more people to try out PT as the start toward a healthier lifestyle."

Positive start to the year

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.

Continued expansion

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]

Financial performance in the fourth quarter

Sales and EBIT

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 PER OPERATING SEGMENT

NET SALES PER CATEGORY Sold cards 81 %

NET SALES & ARPM

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 income and expenses

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

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

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.

Financial development for the full-year

Sales and EBIT

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

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 income and expenses

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.

Tax

The earnings impact of tax for the period amounted to SEK -4.0 million (-2.6).

Net profit/loss for the period

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.

Sales and earnings per operating segment

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.

Nordics operating segment

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

Fourth quarter

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 & ARPM

Full-year

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.

Acquisitions and new establishments

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.

German operating segment

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

Fourth quarter

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.

NET SALES & ARPM NET SALES & ARPM

Full-year

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.

Acquisitions and new establishments

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.

Financial position

Cash flow, cash and cash equivalents

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.

Investments

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.

Equity and liabilities

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.

PERSONNEL

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.

LISTING ON NASDAQ STOCKHOLM

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.

OVERALL STRATEGY

Actic's overall strategy can be summarised as follows:

  • Continued expansion of the offering through new establishments and cluster-building
  • Driving market consolidation through M&A
  • Refined product and service offering.

FINANCIAL GOALS

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.

Dividend policy

A dividend rate of 30% to 50% of annual net income.

PARENT COMPANY

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.

EVENTS AFTER THE END OF THE FOURTH QUARTER

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.

OWNERSHIP STRUCTURE

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.

IFRS 9, 15 AND 16

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.

ANNUAL GENERAL MEETING

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].

DIVIDEND

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 (-).

SEASONAL VARIATIONS

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.

MATERIAL RISKS AND

UNCERTAINTIES

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.

OUTLOOK

Actic does not publish forecasts.

FINANCIAL CALENDAR

15 May 2018
15 May 2018
16 August 2018
14 November 2018

ASSURANCE

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).

Key financial data and other information

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

Quarterly data

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

Condensed consolidated statement of profit/loss

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

Condensed consolidated statement of profit/ loss and other comprehensive income

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

Condensed consolidated statement of financial position

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

Condensed consolidated statement of changes in equity

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

Condensed consolidated statement of cash flows

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

Condensed income statement for the Parent Company

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.

Condensed balance sheet 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

Condensed notes to the financial statements

NOTE 1 REPORTING UNITS

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.

NOTE 2 ACCOUNTING POLICIES

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.

NOTE 3ESTIMATES AND JUDGEMENTS

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.

NOTE 4 EARNINGS PER SHARE

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).

NOTE 5 EQUITY

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.

NOTE 6 OPERATING SEGMENTS

Actic conducts operations in two operating segments:

  • Nordics: Actic's largest operating segment comprising its operations in Sweden, Norway and Finland. The Nordic countries are home to just over 750 swimming halls and Actic conducts operations in approximately 100 of these. Revenue comprises membership revenue, PT revenue, swimming revenue and revenue from add-on products, such as accident insurance, sales of goods, etc.
  • Germany: Actic's segment comprising Germany and Austria, where the company primarily operates Gym & Swim clubs. Germany and Austria are home to more than 3,000 swimming halls and Actic currently conducts operations in just over 20 of these. Revenue primarily comprises membership revenue and revenue from add-on products, such as sales of goods, sauna services and physiotherapy.
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

NOTE 7ACQUISITION OF OPERATIONS

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.

Sport & Fitness I Karlstad City AB, Sport & Fitness Färjestad AB, and Sport & Fitness Östra AB.

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.

SEK 000s

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

Träning 05-24 AB, Hälsocenter i Sandviken AB, Hälsa och Friskvård i Gävle AB and Friskvårdshuset i Falun AB

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.

SEK 000s

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

Goodwill

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.

Intangible fixed assets

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

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.

NOTE 8 FINANCIAL INSTRUMENTS

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

NOTE 9 TRANSACTIONS WITH RELATED PARTIES

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.

NOTE 10 ALTERNATIVE PERFORMANCE MEASURES

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

Organic growth is derived from total net sales as follows:

Share of net sales, %

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 -

Adjusted EBITA, EBITDA and margins

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

Items affecting comparability

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

EBITDA margin per segment

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

Central and local functions and central and local functions excluding items affecting comparability

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

Working capital

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

Net debt and net debt/adjusted EBITDA ratio

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

Equity/assets ratio

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

Return on equity

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

ARPM

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

Financial definitions

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.

Average number of full-time equivalent employees

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.

Glossary

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 in brief

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

Talk to a Data Expert

Have a question? We'll get back to you promptly.