Quarterly Report • Feb 16, 2016
Quarterly Report
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Report
February 16th 2016
· On February 12, 2016 Axactor acquired an unsecured Spanish NPL portfolio with a face value of approximately EUR 500 million.
Axactor is a newly established company within the credit management service industry - with a Nordic base, and with an ambitious Pan-European growth strategy.
We are addressing a large non-performing loan (NPL) market in Europe, estimated to around € 1.5 trillion, and with an attractive growth rate going forward. The main growth factors, partly driven by regulatory changes, are sales of non-performing loans and an accelerating trend of outsourcing debt collection to specialized companies. Furthermore, we see a consolidation trend in the debt collection/debt purchase industry. Axactor's main focus in the credit management value chain will be: amicable and legal collection, surveillance and acquisition of NPLs.
As a first step in our Pan-European growth strategy we acquired the company ALD Abogados, a leading debt collection agency in Spain. With a very solid customer base, this company will be the platform for our future growth in debt collection and NPL portfolio acquisitions in Spain.
We are currently also exploring several growth markets in other European countries. This includes potential carve out of collection platforms from Financial Services Institutions.
Axactor has specific strengths that will allow us to successfully pursue these market opportunities:
Firstly, we have recruited, and are still recruiting, managers with a deep understanding of credit management services, and with an unparalleled industry track record. We fully understand the commercial aspects of this business, and, equally, we appreciate the legal framework and the compliance aspects that are critical to our customers.
Secondly, as a new entrant, we are not burdened by legacy costs and structures that are no longer beneficial. We have set up a platform specifically designed for a next-generation debt collection service provider focused on rapid growth.
Thirdly, we have funding and an investor base that will allow us to grow. We have a solid bank financing, and we are a listed company on the Oslo Stock Exchange with a large shareholder base.
We are excited to have embarked on this journey, and I hope you will join us, as a customer, investor, employee or business partner.
«Axactor is a new and ambitious company, with no legacy, focusing on building a dynamic and pan-European organization»
Endre Rangnes, CEO
| SEK thousand | Q4 2015 | 12 months 2015 | Q4 2014 | 12 months 2014 |
|---|---|---|---|---|
| Sales | 4,437 | 4,437 | - | - |
| Other income | - | - | - | 75 |
| Total revenues | 4,437 | 4,437 | - | 75 |
| EBITDA 1 | -26,713 | -30,592 | -2,792 | -9,665 |
| Impairment losses and depreciation 1 | -837 | -837 | - | - |
| Net result attributable to shareholders of parent company | -76,670 | -166,606 | -34,215 | -45,986 |
| Investments in period (MSEK) | 188.4 | 188.4 | 0.9 | 5.9 |
| Cash at end of period | 372,375 | 372,375 | 61,502 | 61,502 |
| Interest-bearing long term debt at end of period | 5,500 | 5,500 | 9,000 | 9,000 |
1) Relates only to remaining operations
The company is domiciled in Sweden and listed in Norway at the Oslo Stock Exchange with ticker "AXA". The number of shareholders amounts to some 6,000 and management is located in Oslo. There are currently 596,614,369 shares outstanding plus warrants entitling to subscription of another 55.5 million shares.
On December 31, 2015 Axactor sold the two former nickel subsidiaries to Swedish public junior mineral company Archelon. The results of the nickel subsidiaries are consolidated in Axactor's group accounts for 12 months 2015, however the nickel segment's assets and liabilities were de-consolidated on the last of December. The purchase consideration consists of Archelon shares and future
payments of additional shares provided certain criteria are met.
In Spain, Axactor now owns 100% of the subsidiary ALD Abogados SL ("ALD"), which is one of the leaders in the Spanish legal debt collection market covering nearly all regions of this country. The number of ALD employees was some 100 at year-end 2015 and full year revenues in 2015 were approximately 10 million Euro and an EBITDA of approx. 3.7 million EURO. However, ALD was consolidated in Axactor group in early December thus only the December part of 2015 revenues and costs is included in Axactor's 2015 external accounts.
In the following, the term "Discontinued Operations" refers to the nickel and mining activities that were sold on December 31, 2015. The term "Remaining Operations" refers to the parent company and the debt collection companies. Numbers for corresponding period in 2014 are in brackets.
The net result after tax for the 4th quarter amounted to MSEK –54.3 (MSEK -4.0) from remaining operations and MSEK -22.4 (MSEK -30.2) from discontinued operations, in total MSEK -76.7 (MSEK -34.2)
This corresponds to EPS of SEK -0.21 (SEK -0.07) excluding and SEK -0.29 (SEK -0.63) including discontinued operations. The total comprehensive result for the fourth quarter of 2015 was MSEK -76.8 (-35.3).
Sales revenues for the quarter were MSEK 4.4 (MSEK 0). The Spanish subsidiary ALD was consolidated in early December 2015, hence its revenues contributed to the group P&L only during a limited period. The nickel operations were at pre-feasibility stage and generated no revenues - neither in 2015 nor in 2014.
4th quarter operating costs in remaining operations amounted to MSEK -31.1 (MSEK -2.8). For the discontinued operations these operating costs amounted to MSEK -0.2 in the last quarter of 2015 (MSEK –0.2). Again, in view of the exit from the nickel operations on New Year's Eve 2015, the operating costs of the nickel subsidiaries in 2014 – 2015 are according to IFRS retroactively treated as costs relating to discontinued operations.
Depreciation and impairment for 4th quarter in discontinued operation was MSEK -22.3 (MSEK -30.0) in remaining operations the same number was MSEK -0.8 (0). The nickel project was impaired first in the end of June 2015 and then again by year-end 2015 in connection with the disposal of the whole nickel segment to Swedish mineral company Archelon.
Net financial items for 4th quarter were MSEK -26.8 (-1.2) whereof MSEK -17.5 are unrealised exchange losses pertaining to revaluation of NOK bank accounts at the end of the period.
The net result after tax for the full year 2015 amounted to MSEK –166.6. Thereof the net result from remaining operations was MSEK -61.3 (MSEK -9.7) while the result from discontinued operations was MSEK -105.3 (MSEK –36.3). Total comprehensive result for the full year was MSEK –166.7 (MSEK –47.1).
Earnings per share (EPS) for the 12-month period ending December 2015 amounted to SEK -0.46 excluding discontinued operations (SEK -0.32). Including discontinued operations EPS was SEK -1.25 for 12 months 2015 and SEK -1.54 for 12 months 2014.
Sales revenues for the year were MSEK 4.4 (MSEK 0). The Spanish subsidiary ALD was consolidated in December 2015, hence its revenues contributed to the group P&L only during a limited period. The nickel operations were at pre-feasibility stage and generated no revenues - neither in 2015 nor in 2014.
The loss of MSEK –166.6 for the year can mainly be attributed to the following issues; the nickel operations were fully impaired in 2015 leading to impairment costs and a realization loss of MSEK 113.8 for the full year. Transaction cost related to the acquisition of ALD in Spain amounted to MSEK 15.7. Unrealised foreign exchange losses amounted to MSEK 19.9 as the majority of the cash was held in NOK.
As the nickel operations are classified as discontinued operations, essentially all of the group's depreciation and impairment charges are recorded in the discontinued part of the business. Depreciation and impairment pertaining to discontinued operations amounted to MSEK -104.4 (MSEK -33.9) for the full financial year 2015.
Net financial items in remaining operations during the 12-month report period 2015 amounted to MSEK –29.9 (0). This figure includes a realization loss of MSEK -9.5 in respect of the sold nickel subsidiaries and an unrealized foreign exchange loss of 19.9 million SEK.
Axactor had a cash flow of MSEK +321.5 during the 12-month period January – December 2015 (MSEK +46.2). The positive figure for 2015 is the result of significant share issues during the last quarter of 2015.
Axactor's total assets at the end of December 2015 were MSEK 604.8 compared to MSEK 175.0 at the end of the same period in 2014. The nickel subsidiaries were deconsolidated by year-end 2015. Instead the Spanish subsidiary ALD is included in the group balance sheet as well as the net issue proceeds received in November – December 2015 after deduction for various issue and legal costs. Also, some 10 million Euro was paid in cash to the sellers of ALD in addition to 5 million Euro paid in kind via newly issued Axactor shares in early December 2015.
Investments during the full report period 2015 amounted to MSEK 188.4, all relates exclusively to the ALD-acquisition (5.8).
Cash and cash equivalents at the end of December 2015 amounted to MSEK 372.4 (MSEK 61.5) The majority of the liquid assets is held in the Norwegian currency NOK. Total equity at the end of the report period was MSEK 477.0 (MSEK 160.8), representing an equity ratio of 79 per cent.
Short-term loans and other short-term liabilities at the end of the fourth quarter 2015 amounted to MSEK 111.0 (MSEK 5.2). Approximately half of this amount relates to the earn-out agreement in respect of the ALD acquisition as well as a post-closing adjustment for actual working capital in ALD at the day of change of control. Both these components together were estimated at some MSEK 51 by end of December 2015, and form part of total short-term Axactor group liabilities.
In 2015 ALD had total revenues according to IFRS of approximately 10 million Euro with an EBITDA-result of 3.7 million Euro. In 2014 ALD's revenues were some 7 million Euro implying continued growth in the local market during the last year. However, only that part of the ALD revenues attributable to the time after acquisition feed through to Axactor group's P&L account. This was 4.4 MSEK in December 2015.
The nickel operations were discontinued on the last day of 2015. The nickel subsidiaries were sold to Archelon and paid via newly issued Archelon shares. Axactor received shares corresponding to 4.6 per cent of the capital and votes of the buyer. This financial effect from disposing of the nickel units was MSEK -114 in 2015. The major part thereof is accounted for as impairment, and then there also arose a minor realization loss in the external accounts of Axactor on deconsolidation of said units.
On January 18, 2016 Axactor published that it had opened and commissioned its new call-centre in Spain in Valldolid. Currently approximately 60 persons are employed in the collection activities in Valladolid.
On January 20, 2016 Axactor disclosed that it has entered into a third party collection agreement with Santander Consumer Finance in Spain.
In early February 2016 Axactor repaid a loan of MSEK 5 extended in 2010 by Swedish state-owned fund Norrlandsfonden.
On 12 February, Axactor acquired an unsecured NPL portfolio originally generated by a Spanish local savings bank. The portfolio includes unsecured loans with a total outstanding balance of approximately EUR 500 million and more than one hundred thousand open accounts of Individuals and SMEs. Axactor paid around 3% to aquire the portfolio.
The Parent Company's business activity is to manage the Group's operations. The result after tax during the full financial year 2015 amounted to MSEK -204.8 (MSEK –41.1 during January – December 2014). The loss is primarily the result of the abandonment of the nickel operations following the new business concept to become a pan-European company in debt collection. The exit from the nickel segment necessitated a full impairment of the holding values of the shares in the nickel subsidiaries as well as of all receivables on these companies. The net result relating to the quarter October - December 2015 was MSEK –54.7 (-35.4). The total ALD acquisition- and issue costs were significant. Some MSEK -24 of issue costs have been allocated directly to equity in the last quarter of 2015. Still MSEK -20.9 of other external costs arose in the last quarter and form part of the parent company's P&L.
Cash and cash equivalents in the Parent Company amounted to MSEK 142.9 at the end of December 2015 (MSEK 61.4).
On the 23 of December EGM elected a new Board of Directors. The new Directors are:
At the end of December 2015, Axactor group had some 105 employees whereof 5 in Norway and the rest in Spain. In December 2014, there were 3 employees in the group.
There are currently 596,614,360 outstanding ordinary shares each with a par value of SEK 0.50.
The most recent EGM held on December 23, 2015 gave authorization to the Board of Directors to decide on new issues of shares or convertible debt instruments with or without a deviation from the shareholders' preferential rights. The maximum dilution permitted according to this authorization 30% which translates into 280,000,000 new shares given the number of shares outstanding at year-end 2015 including warrants. The authorization is valid to the AGM in spring 2016.
The EGM held on November 17 also gave an authorization to issue up to 55.5 million incentive options to the new management team each entitling to subscription of one new ordinary share.
Axactor is a new and ambitious company, with no legacy, focusing on building a dynamic and pan-European organization within the credit management service industry. Axactor's ambition is to create a high-growth debt collection/debt purchase company, levering on the experienced management team, a solid investor base and the platform investment in Spanish legal collection company ADL in December 2015.
Axactor will focus on amicable and legal collection, including debt surveillance. The company is investing in new technology and standardized systems, which enables Axactor to deliver best in class debt collection services. Further, the company
has the relevant industry competence and funding support to additionally acquire large non-performing loan portfolios.
Through ADL, the company has established a position in the Spanish debt collection/debt purchase market. The sales volumes of None Performing Loans (NPL) are expected to continue at high levels in Spain and other European countries. In February 2016, the company acquired its first unsecured NPL portfolio, originally generated by a Spanish local savings bank.
The acquisition proves Axactor as a key contender for the many portfolios expected to enter the market going forward. In addition, the company secured a 3rd party collection (3PC) contract with Santander Consumer Finance, demonstrating the company´s debt collection know-how and competence towards global financial brands.
Axactor has a strong financial position, an experienced management team and the infrastructure in place to propel value creating growth. The company is currently evaluating prospects in its core geographies Spain, Germany, Italy and the Nordic countries, and expects several opportunities to materialise in 2016. The board of directors reiterates a positive outlook for Axactor in 2016 and beyond.
Stockholm, February 16, 2016
The Board of Directors,
Axactor AB (publ) Hovslagargatan 5B, bottom floor 111 48 STOCHOLM, Sweden
www.axactor.com [email protected]
| SEK thousand | Note | Oct - Dec 2015 |
Oct - Dec 2014 |
Jan - Dec 2015 |
Jan - Dec 2014 |
|---|---|---|---|---|---|
| Continued operations | |||||
| Net income | 11 | 4,437 | - | 4,437 | - |
| Other operating income | - | - | - | 75 | |
| Total operating income | 4,437 | 0 | 4,437 | 75 | |
| Other external expenses | -26,061 | -3,090 | -29,940 | -9,927 | |
| Personnel expenses | -5,089 | 298 | -5,089 | 187 | |
| Results from equity accounted participations | - | - | - | - | |
| Operating result before depreciation and impairment losses | -26,713 | -2,792 | -30,592 | -9,665 | |
| Depreciation/amortization and impairment loss on tangible, intangible and financial fixed assets |
4.5 | -837 | - | -837 | - |
| Operating result after impairment losses | -27,550 | -2,792 | -31,429 | -9,665 | |
| Financial revenue | 249 | 1,102 | 329 | 3,105 | |
| Financial expenses | -27,013 | -2,287 | -30,218 | -3,111 | |
| Total financial items | 3 | -26,764 | -1,185 | -29,889 | -6 |
| Result before tax | -54,314 | -3,977 | -61,318 | -9,671 | |
| Income tax | - | - | - | - | |
| Result for the period from remaining operations | -54,314 | -3,977 | -61,318 | -9,671 | |
| Loss from discontinued operations | 4,5,11 | -22,356 | -30,239 | -105,288 | -36,336 |
| Result for the period | 11 | -76,670 | -34,216 | -166,606 | -46,007 |
| Result for the period attributable to: | |||||
| Equity holders of the Parent Company | -76,670 | -34,215 | -166,606 | -45,986 | |
| Non-controlling interest | - | -1 | - | -21 | |
| Result for the period | -76,670 | -34,216 | -166,606 | -46,007 | |
| Result per share before and after dilution, including discontinued operations | -0.29 | -0.63 | -1.25 | -1.54 | |
| Result per share before and after dilution, excluding discontinued operations | -0.21 | -0.07 | -0.46 | -0.32 | |
| Average number of shares (Millions) | 262.3 | 54.5 | 133.7 | 29.8 |
| SEK thousand | Oct - Dec 2015 |
Oct - Dec 2014 |
Jan - Dec 2015 |
Jan - Dec 2014 |
|---|---|---|---|---|
| Result for the period | -76,670 | -34,216 | -166,606 | -46,007 |
| Items that could be reclassified to the income statement: | ||||
| Foreign currency translation differences - foreign operations | -96 | -1,081 | -96 | -1,081 |
| Total other comprehensive loss | -76,766 | -35,297 | -166,702 | -47,088 |
| Total comprehensive loss for the period attributable to: | ||||
| Equity holders of the Parent Company | -76,766 | -35,296 | -166,702 | -47,067 |
| Non-controlling interest | - | -1 | - | -21 |
| SEK thousand | Note | 31.12.2015 | 31.12.2014 |
|---|---|---|---|
| ASSETS | |||
| Fixed Assets | |||
| Intangible fixed assets | 12 | ||
| Mineral interests | - | 111,676 | |
| Customer relationships | 37,125 | - | |
| Database | 7,530 | - | |
| Other intangible assets | 448 | - | |
| Goodwill | 124,467 | - | |
| Tangible fixed assets | |||
| Plant and machinery | 549 | 551 | |
| Long-term financial fixed assets | |||
| Other long-term investments | 267 | 359 | |
| Long-term receivables | - | 31 | |
| Total fixed assets | 170,386 | 112,617 | |
| Other receivables | 61,257 | 696 | |
| Prepaid expenses | 787 | 161 | |
| Cash and cash equivalents | 372,375 | 61,502 | |
| Total current assets | 434,419 | 62,359 | |
| TOTAL ASSETS | 604,805 | 174,976 |
| SEK thousand | Note | 31.12.2015 | 31.12.2014 |
|---|---|---|---|
| EQUITY AND LIABILITIES | |||
| Equity attributable to equity holders of the parent company | |||
| Share capital | 298,307 | 45,405 | |
| Other paid-in capital | 1,468,788 | 1,256,648 | |
| Reserves | -96 | - | |
| Retained earnings and profit for the period | -1,290,007 | -1,141,416 | |
| 476,992 | 160,637 | ||
| Non-controlling interest | - | 157 | |
| Total equity | 476,992 | 160,794 | |
| Long-term Liabilities | |||
| Long-term liabilities | |||
| Convertible loan | 8 | 5,000 | 5,000 |
| Deferred tax liabilities | 11,357 | - | |
| Other long-term liabilities | 500 | 4,000 | |
| Total long-term liabilities | 16,857 | 9,000 | |
| Current liabilities | |||
| Accounts payable | 12,420 | 1,560 | |
| Short-term loans and borrowings | 9 | 5,542 | 1,146 |
| Accrued expenses and prepaid income | 92,994 | 2,475 | |
| Total current liabilities | 110,956 | 5,181 | |
| TOTAL EQUITY AND LIABILITIES | 604,805 | 174,976 | |
| Pledged assets | 4,000 | 31 | |
| Contingent liabilities | - | - |
| SEK thousand | 12 m Jan - Dec 2015 |
12 m Jan - Dec 2014 |
|---|---|---|
| Cash flow from operations | ||
| Result after financial items | -166,606 | -46,007 |
| Adjustments for non-cash items* | 134,586 | 31,468 |
| Total cash flow from operations before change in working capital | -32,020 | -14,539 |
| Change in working capital | ||
| Increase/decrease in receivables | -14,523 | 2,041 |
| Increase/decrease in short term liabilities | 15,881 | -4,665 |
| Total cash flow from operations | -30,661 | -17,163 |
| Cash flow used for investments | ||
| Purchase of intangible fixed assets | - | -5,162 |
| Purchase of tangible fixed assets | - | -691 |
| Purchase of financial fixed asset | -82,835 | - |
| Sale of financial fixed assets | - | 2,000 |
| Total cash flow used for investments | -82,835 | -3,853 |
| Financial activities | ||
| New share issues | 460,386 | 74,081 |
| Cost related to fund-raising | -24,281 | -7,950 |
| Raised credits | 0 | 1,098 |
| Amortization of debt | -1,099 | - |
| Total cash flow from financial activities | 435,006 | 67,229 |
| Change in cash and bank | 321,510 | 46,213 |
| Cash and bank on 1 January | 61,502 | 15,289 |
| Cash and bank at the end of report period | 372,375 | 61,502 |
| *Adjustments for non-cash items | ||
| Impairment losses on intangible fixed assets | 104,310 | 33,685 |
| Depreciation of tangible fixed assets | 973 | 180 |
|---|---|---|
| Exchange loss | 19,771 | -1,081 |
| Loss from sold companies | 9,532 | |
| Other | - | -1,316 |
| Total | 134,586 | 31,468 |
| Equity related to the shareholders of the Parent Company | |||||||
|---|---|---|---|---|---|---|---|
| SEK thousand | Share capital |
Other paid in capital |
Exchange differences |
Retained earnings and profit for the year |
Total | Non controlling interest |
Total Equity |
| Balance on 1 January 2014 | 45,437 | 1,174,207 | 1,081 | -1,096,021 | 124,704 | 80 | 124,784 |
| Net result for the period | - | - | - | -45,987 | -45,987 | -20 | -46,007 |
| Comprehensive loss for the period | - | - | -1,081 | - | -1,081 | - | -1,081 |
| Total comprehensive result | - | - | -1,081 | -45,987 | -47,068 | -20 | -47,088 |
| Set-off and new share issues | 36,317 | 55,174 | - | - | 91,490 | - | 91,490 |
| Share capital reduction | -36,349 | 36,349 | - | - | - | - | 0 |
| Cost related to fund raising | - | -7,950 | - | - | -7,950 | - | -7,950 |
| Dividend | - | - | - | -568 | -568 | - | -568 |
| Other transactions | - | -1,132 | - | 1,161 | 29 | 97 | 126 |
| Closing balance on 31 December 2014 | 45,405 | 1,256,648 | - | -1,141,415 | 160,637 | 157 | 160,794 |
| Balance on 1 January 2015 | 45,405 | 1,256,648 | - | -1,141,415 | 160,637 | 157 | 160,794 |
| Net result for the period | - | - | - | -166,606 | -166,606 | - | -166,606 |
| Comprehensive loss for the period | - | - | -96 | - | -96 | - | -96 |
| Total comprehensive result | -96 | -166,606 | -166,702 | -166,702 | |||
| New share issues | 252,902 | 253,503 | - | - | 506,405 | - | 506,405 |
| Costs related to fund-raising | - | -24,282 | - | - | -24,282 | - | -24,282 |
| Reclassification | - | -17,070 | - | 17,070 | - | - | - |
| Sale of subsidiaries | - | - | - | 946 | 946 | -157 | 789 |
| Other transactions | - | -11 | - | - | -11 | - | -11 |
| Closing balance on 31 December 2015 | 298,307 | 1,468,788 | -96 | -1,290,006 | 476,992 | 0 | 476,992 |
The total number of shares outstanding as at the end of December 2015 is 596,614,360
| SEK thousand | 3 m Oct - Dec 2015 |
3 m Oct - Dec 2014 |
12 m Jan - Dec 2015 |
12 m Jan - Dec 2014 |
|---|---|---|---|---|
| Other operating income | - | - | - | 75 |
| Other external expenses | -20,863 | -3,479 | -24,740 | -10,316 |
| Personnel expenses | - | 298 | - | 187 |
| Depreciation / impairment of financial fixed assets | -8,532 | -30,000 | -160,799 | -30,000 |
| Operating result | -29,395 | -33,181 | -185,539 | -40,054 |
| Result from financial items | ||||
| Financial revenue | 1,578 | 21 | 1,665 | 2,023 |
| Financial expenses | -26,858 | -2,288 | -20,883 | -3,111 |
| Total financial items | -25,280 | -2,267 | -19,218 | -1,088 |
| Result before tax | -54,675 | -35,448 | -204,757 | -41,142 |
| Result for the period | -54,675 | -35,448 | -204,757 | -41,142 |
| SEK thousand | Note | 31.12.2015 | 31.12.2014 |
|---|---|---|---|
| ASSETS | |||
| Tangible Fixed Assets | |||
| Long-term financial fixed assets | |||
| Shares in subsidiaries | 2,185 | 97,247 | |
| Receivables from subsidiaries | 366,360 | 70,468 | |
| Total fixed assets | 368,545 | 167,715 | |
| Current Assets | |||
| Other receivables | 1,704 | 584 | |
| Prepaid expenses | 97 | 65 | |
| Cash and cash equivalents | 142,948 | 61,366 | |
| Total current assets | 144,749 | 62,015 | |
| TOTAL ASSETS | 513,294 | 229,730 | |
| SHAREHOLDERS' EQUITY | |||
| Restricted equity | |||
| Share capital | 298,307 | 45,405 | |
| Statutory reserve | 2,300 | 2,300 | |
| Total restricted equity | 300,607 | 47,705 | |
| Non-restricted equity | |||
| Share premium reserve | 1,468,788 | 1,239,565 | |
| Retained earnings | -1,071,212 | -1,030,070 | |
| Result for the period | -204,757 | -41,142 | |
| Total non-restricted equity | 192,819 | 168,353 | |
| TOTAL SHAREHOLDERS' EQUITY | 493,425 | 216,057 | |
| LIABILITIES | |||
| Long-term liabilities | |||
| Convertible loan | 8 | 5,000 | 5,000 |
| Interest bearing long-term liabilities | 9 | 0 | 4,000 |
| Total long-term liabilities | 5,000 | 9,000 | |
| Current Liabilities | |||
| Accounts payable | 5,972 | 1,388 | |
| Other liabilities | 9 | 4,049 | 1,099 |
| Accrued expenses | 4,849 | 2,186 | |
| Total current liabilities | 14,870 | 4,673 | |
| TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES | 513,295 | 229,730 | |
| Pledget assets | 4,000 | - | |
| Contingent liabilities | - | - |
| Restricted Equity | Non restricted Equity | ||||||
|---|---|---|---|---|---|---|---|
| SEK thousand | Share capital | Statutory reserve |
Share premium reserve |
Retained earnings |
Result for the period |
Total Equity |
|
| Balance on 1 January 2014 | 45,437 | 2,300 | 1,148,042 | -911,164 | -110,388 | 174,228 | |
| Transfer of prior year's net result | - | - | - | -110,388 | 110,388 | - | |
| Costs related to fund-raising | - | - | - | -7,950 | - | -7,950 | |
| Dividend | - | - | - | -568 | - | -568 | |
| Set off- and new share issues | 36,317 | - | 55,174 | - | - | 91,490 | |
| Share capital reduction | -36,349 | - | 36,349 | - | - | - | |
| Result for the period | - | - | - | - | -41,142 | -41,142 | |
| Closing balance on 31 December 2014 | 45,405 | 2,300 | 1,239,565 | -1,030,070 | -41,142 | 216,057 | |
| Balance on 1 January 2015 | 45,405 | 2,300 | 1,239,565 | -1,030,070 | -41,142 | 216,057 | |
| Transfer of prior year's net result | - | - | - | -41,142 | 41,142 | - | |
| Costs related to fund-raising | - | - | -24,280 | - | - | -24,280 | |
| Share issues | 252,902 | - | 253,503 | - | - | 506,405 | |
| Result for the period | - | - | - | - | -204,757 | -204,757 | |
| Closing balance on 31 December 2015 | 298,307 | 2,300 | 1,468,788 | -1,071,212 | -204,757 | 493,425 |
The total number of shares outstanding as at the end of December 2015 is 596,614,360
| SEK thousand | 2015 | 2014 | 2013 | 2012 | 2011 | |
|---|---|---|---|---|---|---|
| Number of outstanding shares at beginning of reporting period |
Number | 90,809,360 | 18,174,922 | 18,174,922 | 51,928,350 | 1,805,618,810 |
| New share issues | Number | 505,805,000 | 72,634,438 | - | 129,820,875 | 2,348,649,150 |
| Number of outstanding shares at the end of reporting period 1,2 |
Number | 596,614,360 | 90,809,360 | 18,174,922 | 181,749,225 | 51,928,350 |
| Average number of shares 3 | Number | 133,687,416 | 29,804,775 | 18,174,922 | 140,846,758 | 2,930,566,085 |
| Operating result for remaining operations | TSEK | -30,592 | -9,665 | -21,437 | -24,645 | -62,531 |
| Result after tax | TSEK | -166,606 | -46,007 | -110,088 | -121,490 | -185,944 |
| Operating result per share | SEK | -0.23 | -0.32 | -1.21 | -0.17 | -0.02 |
| Result after financial items per share | SEK | -0.46 | -0.32 | -8.47 | -1.07 | -0.19 |
| Result per share after tax | SEK | -1.25 | -1.54 | -6.06 | -0.86 | -0.06 |
| Shareholder equity per share before dilution 1,2 | SEK | 0.80 | 1.77 | 6.87 | 1.34 | 7.61 |
| Total Dividend (not per share) | TSEK 4 | - | 568 | - | - | - |
| Price per share at the end of reporting period | NOK | 2.00 | 1.42 | 3 2 | 0.45 | 1,66 1 |
1) A reverse split of 1:80 was executed on the 8th of December 2011
2) A reverse share split of 1:10 was conducted on December 13, 2013
3) The average number of shares during the 12 m period 2013 has been adjusted for the reverse split as from the beginning of the year.
4) This dividend was a dividend in kind of the former subsidiary African Diamond AB on a 1:1 basis. Per entitled share it amounted to about SEK 0.025.
* In this 5-year overview the nickel operations are treated as discontinued operations only in 2014 - 2015.
Axactor possessed none of its own shares at the end of the report period. Further information regarding key ratio definitions can be obtained from the Annual Report for the Financial Year 2014.
This interim report has been prepared in accordance with IAS 34 and recommendation RFR 1 of the Swedish Financial Reporting Board (RFR), and recommendation RFR 2 and the Annual Accounts Act with regard to the Parent Company. The accounting principles applied correspond to those described
in the Annual Report for the Financial Year 2014. This interim report does not contain all of the information and disclosures available in the annual report and the interim report should be read together with the Annual Report for the Financial Year 2014.
The operations of Axactor involve certain significant risks, including but not limited to credit risk, foreign exchange risk and political risk. For a complete discussion of the aforementioned risks, refer to the Company's Annual Report for the
Financial Year 2014, which is available on the Axactor website, www.axactor.com. In addition, a detailed risk factor account is given in the various issue prospectuses published and available at Axactor's website.
| Group 31.12.2015 |
31.12.2014 |
|---|---|
| 28 | |
| - | 2,000 |
| 167 | 1,084 |
| 329 | 3,112 |
| -915 | -838 |
| -9,532 | - |
| -19,771 | -2,291 |
| -30,218 | -3,129 |
| 162 |
Depreciation and impairment during the 12-month period January –December 2015 amounted to TSEK 837 in the remaining operations (0). In the discontinued operations depreciation and impairment reached TSEK 104,447 (33,865). The high number in 2015 is related to the decision by Axactor at end of Q2 2015 to stop all investments in the Rönnbäcken
nickel project with immediate effect, and thereafter to dispose of the nickel subsidiaries by the very end of 2015. The impairment charge in 2014 was mainly (TSEK 30,000) attributable to the removal of the Alluvia Mining claim from the balance sheet in accordance with IAS 37.
| SEK thousand | Debt Collection |
Gold | Nickel | Other | Total remaining operations |
Discontinued operations |
Total |
|---|---|---|---|---|---|---|---|
| Sales revenues | 4,337 | - | - | - | 4,337 | - | 4,337 |
| Other operating income | - | - | - | - | 0 | 40 | 40 |
| Operating result before depreciation and impairment losses |
-5,848 | - | - | -24,744 | -30,592 | -885 | -31,477 |
| Impairment of mineral interests | - | - | - | - | 0 | -104,310 | -104,310 |
| Depreciation according to plan | -64 | - | - | -773 | -837 | -137 | -974 |
| Financial items | -1 | - | - | -29,888 | -29,889 | 4 | -29,885 |
| Result before tax | -5,913 | - | - | -55,405 | -61,318 | -105,288 | -166,606 |
| Fixed assets | 168,330 | - | - | 2,056 | 170,386 | 170,386 | |
| Current assets | 74,664 | - | - | 358,189 | 434,419 | 434,419 | |
| Long-term liabilities | 11,857 | - | - | 5,000 | 16,857 | 16,857 | |
| Short-term liabilities | 96,086 | - | - | 14,870 | 110,956 | 110,956 | |
| Investments | 188,432 | - | - | - | 188,432 | 188,432 |
| SEK thousand | Debt Collection |
Gold | Nickel | Other | Total remaining operations |
Discontinued operations |
Total |
|---|---|---|---|---|---|---|---|
| Other operating income | - | - | - | 75 | 75 | 219 | 294 |
| Operating result before depreciation and impairment losses |
- | - | - | -9,665 | -9,665 | -2,472 | -12,137 |
| Impairment of mineral interests | - | - | - | - | 0 | -33,685 | -33,685 |
| Depreciation according to plan | - | - | - | - | 0 | -180 | -180 |
| Financial intems | - | - | - | -6 | -6 | 1 | -5 |
| Result before tax | - | - | - | -9,671 | -9,671 | -36,336 | -46,007 |
| Fixed assets | - | - | - | - | 0 | 112,617 | 112,617 |
| Current assets | - | - | - | 62,015 | 62,015 | 344 | 62,359 |
| Long-term liabilities | - | - | - | 9,000 | 9,000 | - | 9,000 |
| Short-term liabilities | - | - | - | 4,673 | 4,673 | 508 | 5,181 |
| Investments | - | - | - | - | 0 | 5,853 | 5,853 |
This note is intentionally left blank
This note is intentionally left blank
In June 2010, Axactor issued a convertible debenture in the amount of MSEK 5 to Norrlandsfonden, a Swedish public sector fund investing primarily in business projects in the north of Sweden. The convertible loan was issued based on the following conditions:
90 (Stockholm Interbank Offering Rate) plus an interest surcharge of 4 per cent to be paid quarterly.
The loan was repaid in full in February 2016.
As a consequence of the MSEK 50 payment to Alluvia Mining in January 2013, the Group was drained of cash at the end of May 2013, creating the need for external funding. At the time, former Board member Ulrik Jansson lent MSEK 4 to Axactor. The loan carries an interest of 12 per cent per annum and has
a term of three years. Axactor retains the right to offset this MSEK 4 loan against its claim on the former Board Members. In view of the remaining maturity of this loan being less than 12 months, this loan now classified as a short term loan.
The following related party transactions were recorded in the fourth quarter of 2015:
At the EGM on November 17, 2015, the Company approved and ratified a consultancy agreement between the Company and Ferncliff TIH II AS, a company which is a closely related party to the Company's principal shareholder, Strata Marine & Offshore AS, pursuant to which Ferncliff TIH II AS would be entitled to a success fee of 4 million NOK for services rendered in connection with the ALD Acquisition.
The Company in early autumn 2015 entered into a consultancy agreement with Alpette AS, a company which is a closely related party to the Company's new CEO Endre Rangnes, pursuant to which Alpette AS would be entitled to a success fee of 1.8 million NOK for services rendered in connection with the ALD Acquisition. Under the agreement Alpette AS has rendered services in order to facilitate the ALD Acquisition and which have been to the benefit of the Group.
The Company at the same time entered into a consultancy agreement with Latino Invest AS, a company which is a closely related party to the Company's new Head of Strategy and Projects Johnny Tsolis, pursuant to which Latino Invest AS would be entitled to a success fee of 1.65 million NOK for services rendered in connection with the ALD Acquisition. Under the agreement Latino Invest AS has rendered services in order to facilitate the ALD Acquisition and which have been to the benefit of the Group.
Also, the Norwegian company Cipriano AS was engaged in early autumn 2015 for ascertaining a positive outcome of the ALD-discussions. Cipriano was as result paid a success fee of 3 million NOK for its rendered services. The beneficial owner of Cipriano AS is Mr. Einar J. Greve. He was appointed Chairman of the Axactor Board of Directors on December 23, 2015 and the agreement is therefore treated as a related party transaction in this interim report.
Certain of Axactor's major shareholders, today's management team of the Company and Mr. Greve (today's Chairman of the Board) were among the underwriting syndicate guaranteeing successful completion of the private placement and reparatory rights issue of 400 million and 60 million shares, respectively in late autumn 2015. In addition these underwriters were also allocated shares in the private placement.
Wistrand Law firm in Gothenburg has been one of Axactor's legal advisors in regard to the acquisition of ALD in Spain and the various share issues including the prospectus filing. In total Wistrand has in the fourth quarter of 2015 invoiced Axactor some 2 million SEK of legal fees. Per Dalemo, Axactor's Board Director, is employed by Wistrand Law firm, but has not been part of the legal team extending services to Axactor.
All of the above mentioned transactions were made on "arms' length" basis, and on market based terms.
The below table shows the revenues and costs relating to the discontinued operations. These amounts have been excluded from the consolidated statement of loss for the group.
| SEK thousand | 3 m Oct - Dec 2015 |
3 m Oct - Dec 2014 |
12 m Jan - Dec 2015 |
12 m Jan - Dec 2014 |
|---|---|---|---|---|
| Other operating income | - | - | 40 | 219 |
| Other external expenses | -242 | -206 | -588 | -2,729 |
| Personnel expenses | -115 | - | -297 | 39 |
| Depreciation/impairment of fixed assets | -22,344 | -30,034 | -104,447 | -33,865 |
| Operating result | -22,701 | -30,240 | -105,292 | -36,336 |
| Result from financial items | ||||
| Financial revenue | 517 | 1 | 4 | - |
| Financial expenses | -172 | - | - | - |
| Total financial items | 345 | 1 | 4 | - |
| Result before tax | -22,356 | -30,239 | -105,288 | -36,336 |
| Income tax | - | - | - | - |
| Loss from discontinued operations | -22,356 | -30,239 | -105,288 | -36,336 |
The below table shows the cash flow relating to the discontinued operations. These amounts have not been excluded from the consolidated statement of cash flow.
| SEK thousand | Jan - Dec 2015 |
Jan - Dec 2014 |
|---|---|---|
| Cash flow from operations | ||
| Result after financial items | -104,717 | -34,866 |
| Adjustments for non-cash items* | 101,801 | 32,037 |
| Income tax paid | ||
| Total cash flow from operations before change in working capital | -2,916 | -2,829 |
| Total cash flow from change in working capital | -1,864 | -6,815 |
| Total cash flow used for investments | 0 | -473 |
| Total cash flow from financial activities | 4,772 | 0 |
| Change in cash and bank | -8 | -10,117 |
| Cash and bank on 1 January | 135 | 10,252 |
| Cash and bank at the end of reporting period | 127 | 135 |
| *Adjustments for non-cash items | ||
| Impairment losses on intangible fixed assets | 101,665 | 32,037 |
| Depreciation of tangible fixed assets | 136 | - |
| Other | ||
| Total | 101,801 | 32,037 |
In December 2015 the acquisition of the company ALD Abogados SL ("ALD"), a Spanish debt collection company, was completed. ALD is one of the leading actors in this industry in Spain. It is represented in most of the Spanish regions and it had some 100 employees by year-end 2015. ALD has existed
for some five years and has recorded a continuous growth over the years.
The following table shows a preliminary acquisition analysis of ALD Abogados SL.
| Date of acquisition | Dec 10, 2015 |
|---|---|
| Acquired part of the company | 100 % |
| Purchase prise | 188,432 |
| - whereof cash consideration | 142,757 |
| - whereof share consideration | 45,675 |
| Acquired assets | |
| Other immaterial fixed assets | 33 |
| Property, plant and equipment | 299 |
| Other long-term assets | 63 |
| Current assets | 63,381 |
| Cash | 10,779 |
| 74,555 | |
| Acquired debts | |
| Interest-bearing loans | 498 |
| Current debts | 44,163 |
| 44,661 | |
| Accounted values in the group consolidation at acquisition | |
| Goodwill | 124,467 |
| Customer relationships | 37,791 |
| Database | 7,637 |
| Deferred tax debt | 11,357 |
| Net sales ALD since acquisition | 4,437 |
| Loss ALD since acquisition | -3,272 |
| Net sales ALD whole year 2015 | 92,876 |
| Profit ALD whole year 2015 | 23,705 |
| Holding | Percentage | Name | Account type | Citizenship |
|---|---|---|---|---|
| 67,151,999 | 11.26 | STRATA MARINE & OFFS | NOR | |
| 45,805,000 | 7.68 | DnB NOR MARKETS, AKS MEGLERKONTO INNLAND DnB NOR Markets | MEG | NOR |
| 36,000,000 | 6.04 | SOLAN CAPITAL AS | NOR | |
| 30,937,195 | 5.19 | ARCTIC FUNDS PLC BNY MELLON SA/NV | IRL | |
| 29,915,074 | 5.02 | DATUM AS | NOR | |
| 27,000,000 | 4.53 | TVENGE TORSTEIN INGVALD | NOR | |
| 17,803,435 | 2.98 | SWEDBANK GENERATOR | NOR | |
| 17,534,160 | 2.94 | VERDIPAPIRFONDET ALF | NOR | |
| 15,001,801 | 2.52 | VERDIPAPIRFONDET HAN NORGE | NOR | |
| 14,467,702 | 2.43 | MP PENSJON PK | NOR | |
| 13,417,794 | 2.25 | VERDIPAPIRFONDET ALF | NOR | |
| 12,000,000 | 2.01 | ALPETTE AS | NOR | |
| 9,500,000 | 1.59 | LATINO INVEST AS C/O J TSOLIS | NOR | |
| 8,650,000 | 1.45 | CIPRIANO AS c/o DNB Luxembourg S | NOR | |
| 8,528,358 | 1.43 | VERDIPAPIRFONDET DNB | NOR | |
| 6,600,000 | 1.11 | DUKAT AS | NOR | |
| 6,227,914 | 1.04 | CIPI LAMP UCITS SWED | IRL | |
| 6,122,615 | 1.03 | STOREBRAND VEKST JPMORGAN EUROPE LTD, | NOR | |
| 6,035,256 | 1.01 | DnB NOR MARKETS, AKS DNB Bank ASA | NOR | |
| 6,000,000 | 1.01 | PORTIA AS | NOR |
| Quarterly Report - Q1 | 27.05.2016 |
|---|---|
| Quarterly Report - Q2 | 25.08.2016 |
| Quarterly Report - Q3 | 10.11.2016 |
| Quarterly Report - Q4 | 23.02.2017 |
| Annual General meeting | 26.05.2016 |
| Annual Report | 21.04.2016 |
Axactor AB (publ) Hovslagargatan 5B, bottom floor 111 48 STOCHOLM Sweden
Telephone: +46 8 402 28 00 [email protected] www.axactor.com
The shares of Axactor AB (publ.) are listed on the Oslo Stock Exchange, ticker symbol AXA.
Cautionary Statement: Statements and assumptions made in this document with respect to Axactor AB's ("Axactor") current plans, estimates, strategies and beliefs, and other statements that are not historical facts, are forward-looking statements about the future performance of Axactor. Forward-looking statements include, but are not limited to, those using words such as "may", "might", "seeks", "expects", "anticipates", "estimates", "believes", "projects", "plans", strategy", "forecast" and similar expressions. These statements reflect management's expectations and assumptions in light of currently available information. They are subject to a number of risks and uncertainties, including, but not limited to, (i) changes in the economic, regulatory and political environments in the countries where Axactor operates; (ii) changes relating to the statistic information available in respect of the various debt collection projects undertaken; (iii) Axactor's continued ability to secure enough financing to carry on its operations as a going concern; (iv) the success of its potential partners, ventures and alliances, if any; (v) currency exchange rate fluctuations between the SEK and the currencies in other countries where Axactor or its subsidiaries operate. In the light of the risks and uncertainties involved in the debt collection business, the actual results could differ materially from those presented and forecast in this document. Axactor assumes no unconditional obligation to immediately update any such statements and/or forecasts.
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