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Actic Group

Interim / Quarterly Report Aug 15, 2017

3137_ir_2017-08-15_9bfe4839-f4d4-4a6b-aaa9-46826001ddca.pdf

Interim / Quarterly Report

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SIX-MONTH REPORT 1 JANUARY–30 JUNE 2017 ACTIC GROUP 1

Six-month report 1 January–30 June 2017

Actic Group AB (publ)

"Continued growth and higher average revenue per member"

Six-month report 1 January–30 June 2017

Second quarter–April to June 2017

  • Net sales rose to SEK 216.8 million (195.9), up 11%, of which 4% was organic.
  • ARPM increased 11% to SEK 339 (306).
  • Adjusted EBITDA amounted to SEK 35.0 million (39.3).
  • The adjusted EBITDA margin amounted to 16.2% (20.0).
  • EBIT amounted to SEK -0.4 million (profit: 16.6).
  • Net loss for the period was SEK -15.1 million (profit: 6.1).
  • Loss per share1) before and after dilution amounted to SEK -1.08 (loss: -3.17).
  • Cash flow from operating activities totalled SEK -7.5 million (11.0) and was charged with items affecting comparability.
  • Acquisition of three facilities in Karlstad with transfer on 1 May.
  • Listing on Nasdaq Stockholm on 7 April at the same time as refinancing was implemented.

First six months–January to June 2017

  • Net sales rose to SEK 442.8 million (390.0), up 14%, of which 4% was organic.
  • ARPM increased 13% to SEK 344 (305).
  • Adjusted EBITDA amounted to SEK 71.3 million (75.1).
  • The adjusted EBITDA margin amounted to 16.1% (19.3).
  • EBIT amounted to SEK 3.8 million (36.3).
  • Net loss for the period was SEK 19.8 million (profit: 14.5).
  • Loss per share1) before and after dilution amounted to SEK -3.99 (loss: -4.93).
  • Cash flow from operating activities totalled SEK 23.5 million (42.5) and was charged with items affecting comparability.
  • The net debt/adjusted EBITDA ratio for the most recent 12-month period was 3.0 (4.3).

Key financial data

SEK million Apr–Jun
2017
Apr–Jun
2016
Jan–Jun
2017
Jan–Jun
2016
Rolling 12
months
Jan–Dec
2016
Net sales 216.8 195.9 442.8 390.0 854.8 802.0
Adjusted EBITDA 35.0 39.3 71.3 75.1 137.5 141.3
Adjusted EBITDA margin, % 16.2 20.0 16.1 19.3 16.1 17.6
Adjusted EBITA 21.5 25.7 41.9 48.7 78.7 85.4
Adjusted EBITA margin, % 9.9 13.1 9.5 12.5 9.2 10.7
Items affecting comparability -15.8 -6.9 -26.1 -8.8 -54.5 -37.2
EBIT -0.4 16.6 3.8 36.3 2.9 35.3
Net profit/loss for the period -15.1 6.1 -19.8 14.5 -38.2 -4.0
Earnings per share before and after dilution, SEK -1.08 -3.17 -3.99 -4.93 -15.08 -30.63
Equity/assets ratio, % 44.4 29.6 44.4 29.6 44.4 28.5
Cash flow from operating activities -7.5 11.0 23.5 42.5 58.7 77.7
Number of clubs at the end of the period 170 163 170 163 170 166
Number of members at the end of the period 215,702 215,131 215,702 215,131 215,702 210,980
ARPM, SEK * 339 306 344 305 332 314
Club EBITDA 60.5 63.1 127.6 124.3 249.5 246.2
Club EBITDA margin, % 27.9 32.2 28.8 31.9 29.2 30.7
Average number of full-time equivalent
employees
741 691 755 688 737 703

1) See Note 4. For definitions of key financial data, see page 29

Continued growth and higher average revenue per member

Sales during the second quarter increased 11% to SEK 217 million and were mainly driven by acquisitions. Organic growth totalled 4%. At the same time, average revenue per member (ARPM) increased 11% to SEK 339 (306) per month. EBITDA for the period amounted to SEK 35 million, corresponding to a margin of 16.2% (20.0). The decline is attributable to a higher establishment rate, continued investments in offerings and platform, and to a weaker performance in the Norwegian operations.

Continued expansion

Margin performance during the second quarter was not satisfactory, even if a higher establishment rate is responsible for part of the decline. As previously communicated, the Norwegian operations performed weaker than expected during the year, and we are working to increase the inflow of new members and to develop the PT business. We have also noted lower bath revenue in the second quarter compared with the first quarter of the year. Furthermore, the listing process entailed, with hindsight, that we had insufficient focus on quickly and efficiently transitioning from high to low season. The overall cost level is also higher now as a listed company.

We are continuing to work according to our planned strategy, focusing on continued expansion through new establishments and cluster building, on continuously refining the customer offering and on remaining active in consolidation. Investments in our offering and our platform and the higher pace of establishment puts pressure on the operating margin in the short term, but is important for achieving the right efficiency, scalability and offering in the future, which will help us to achieve our medium-term financial goals.

The PT business continues to show high demand and to develop in a highly positive direction. Growth in the second quarter exceeded 60%. The PT business accounted for 10% of sales in the second quarter, indicating that there is still considerable potential for continued expansion in this area. We invested in the Norwegian market to strengthen our expertise and structure to achieve a critical mass. Work in recent months indicates rising demand, which is gradually achieving results and thereby creating stronger relationships with our members and a broader offering.

Stronger relationships with members

We are continuing to develop our platform and investing in our operations to provide an attractive offering. In the autumn, group training classes will be launched in a number of new areas in response to demand from members. Another important area is communication with our members, which as well as at our facilities, increasingly takes place digitally before or after a training class. This area can be developed further to make it easier for members and to provide a better training experience. Our loyalty programme, which was launched in the

Continued robust PT trend

"We are continuing to develop our platform and investing in our operations to provide an attractive offering to our customers."

Swedish and Norwegian markets at the beginning of the year, was well received and is used by about 45% of our members. The loyalty programme offers a number of benefits and better service for more active training. Our members have a high level of activity, and several studies indicate that this leads to more commitment and longer membership periods.

Stock exchange listing and refinancing

The stock exchange listing at the beginning of April was a milestone for the Group and will result in increased awareness of our brand and offering, as well as serving as a stamp of quality for the entire company. A listed environment provides us with even better conditions to further strengthen our market positions through new establishment and acquisitions, something we have noticed as we are now approached by various players in connection with the ongoing consolidation process. In conjunction with the stock exchange listing, the Group was refinanced that markedly reduced financing costs and provided a stronger financial position, which increases the company's scope of action.

Acquisitions and new establishments

At 1 May, the three facilities in Karlstad were consolidated, and are expected to contribute annual sales of SEK 25-30 million, with an annual EBITDA in the range of SEK 5 million. The acquisition should be regarded as a feature of our growth strategy and is a very fitting complement to our existing operations, which now form a very strong cluster.

As mentioned earlier, we see continued growth potential in the German market. We signed contracts to establish another three facilities during the year, including a gym in a large, newly built swimming hall in Neustadt. Although new establishments push up costs in the short term, these will contribute to both organic growth and earnings over time as the clubs mature. In addition, the Club EBITDA margin for mature clubs is generally higher in Germany than in the Nordics due to favourable lease agreements and lower total labour costs. We are also active in a number of potential acquisition processes in both segments and hope to announce

one of these in the not too distant future.

We are now looking forward to continue work according to our planned strategy and with the right operational efficiency continuously broaden and strengthen our offering to create an interesting training experience for our members and value for our shareholders.

Solna, August 2017

Christer Zaar

For further information, contact: Christer Zaar, CEO: [email protected] Gustav Vadenbring, CFO: [email protected] Niklas Alm, Investor Relations: 0708-24 40 88, [email protected]

Financial development in the second quarter Other 4%

Sales and EBIT

Net sales in the second quarter amounted to SEK 216.8 million (195.9), corresponding to growth of 11%. Acquisitions contributed SEK 11 million. Measured at fixed exchange rates, organic growth totalled 4%. Exchange-rate changes affected net sales positively by SEK 2.0 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 PT sales, which contributed SEK 23 million during the second quarter, compared with SEK 14 million during the year-earlier period. The intensified effort to focus on member groups that to a greater extent are in need of and use add-on services continues. The membership base totalled 215,702 (215,131) at the end of the period. Adjusted EBITDA amoun-

NET SALES PER OPERATING SEGMENT

NET SALES PER PRODUCT CATEGORY Sold cards 83%

NET SALES & ARPM

Net Sales ARPM

NET SALES & ARPM SEK million SEK 250 300 ted to SEK 35.0 million (39.3), corresponding to an adjusted EBITDA margin of 16.2% (20.0). Items affecting comparability amounted to a negative SEK -15.8 million (neg: -6.9) and comprised costs related to the implemented listing, which were in part recognised as personnel costs.

Q3 -15 Q4 -15 Q1 -16 Q2 -16 Q3 -16 Q4 -16 Q1 -17 Q2 -17 0 50 150 110 160 210 The higher pace of establishment, continued investments in our customer offering and in central and local support functions together with a weaker performance in the Norwegian operations impacted the adjusted earnings compared with the preceding year.

EBIT amounted to SEK -0.4 million (16.6).

ADJUSTED EBITDA MARGIN

Financial income and expenses

Financial expenses amounted to SEK -18.7 million (-10.4) and financial income totalled SEK 1.3 million (1.9). 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 currencyrelated translation differences.

Tax

The earnings effect of tax in the second quarter was positive at SEK 2.6 million (-2.0),

Net income

Net income for the quarter amounted to SEK -15.1 million (6.1), corresponding to loss per share before and after dilution of SEK -1.08 (loss: -3.17), see note 4.

Financial development in the first six months

Sales and EBIT

Net sales in the period amounted to SEK 442.8 million (390.0), corresponding to growth of 14%. Acquisitions contributed SEK 31 million. Measured at fixed exchange rates, organic growth totalled 4%. Exchange-rate changes affected net sales positively by SEK 4.6 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 PT sales, which contributed SEK 44 million during the period, compared with SEK 27 million during the year-earlier period, and Actic's focused efforts with respect to local pricing. Adjusted EBITDA amounted to SEK 71.3 million (75.1), corresponding to an adjusted EBITDA margin of 16.1% (19.3). Items affecting comparability amounted to a negative SEK -26.1 million (neg: -8.8) and primarily comprised listing costs. The higher pace of establishment, continued investments in our service offering and in central and local support functions together with a weaker performance in the Norwegian operations impacted the adjusted earnings compared with the preceding year.

EBIT amounted to SEK 3.8 million (36.3).

Central and local support functions

Actic's central and local support functions comprise a basis for efficiently delivering the Group's offering in all markets. In recent years, significant investments have been made in these functions for continued expansion, as well as to generate economies of scale and simplify integration of potential acquisitions. Adjusted for items affecting comparability, costs for central and local functions in rela-

Central and local support functions

tion to sales amounted to 13.1% for the most recent 12-month period, compared with 13.1% for full-year 2016.

Financial income and expenses

Financial expenses amounted to SEK -30.2 million (-21.2) and financial income totalled SEK 3.7 million (3.7). 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 currency-related translation differences.

Tax

The earnings effect of tax in the period was positive at SEK 2.9 million (neg: 4.3).

Net profit/loss for the period

Net loss for the period amounted to SEK -19.8 million (profit: 14.5), corresponding to loss per share before and after dilution of SEK -3.99 (-4.93) SEK, 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 rapidly expanding – operating segment comprises Germany and Austria, where the company primarily operates Gym & Swim clubs. Actic's swimming facilities in Germany will gradually be supplemented with stand-alone clubs in line with the company's cluster strategy.

Nordics operating segment

SEK million Apr–Jun
2017
Apr–Jun
2016
Jan–Jun
2017
Jan–Jun
2016
Rolling 12
months
Jan–Dec
2016
Net sales 201.0 183.0 411.7 364.3 796.1 748.7
EBITDA 42.2 43.8 87.8 85.5 169.3 167.0
EBITDA margin, % 21.0 23.9 21.3 23.5 21.3 22.3
ARPM, SEK 344 310 349 308 337 317
Number of members at the end of the period 197,058 198,455 197,058 198,455 197,058 193,503
Number of clubs at the end of the period 149 146 149 146 149 146
Average number of full-time equivalent employees 625 593 640 593 624 601

Second quarter

Net sales during the second quarter for the Nordics segment increased 10% to SEK 201.0 million (183.0). Acquisitions contributed SEK 11 million. ARPM rose 11% to SEK 344 (310) due to a gradual increase in PT sales, which contributed SEK 23 million (14) during the quarter. The decline in ARPM relative to the first quarter of the year is entirely explained by lower swimming revenue.

EBITDA for the quarter totalled SEK 42.2 million (43.8), corresponding to a margin of 21.0% (23.9). The decline in margin is largely attributable to an increased pace of new establishment and a weaker trend in Norwegian operations.

NET SALES & ARPM

First six months

Net sales during the period for the Nordics segment increased 13% to SEK 411.7 million (364.3). Acquisitions contributed SEK 31 million. ARPM rose 13% to SEK 349 (308) due to a gradual increase in PT sales, which contributed SEK 44 million (27) during the period, and work related to local offerings. 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 87.8 million (85.5), corresponding to a margin of 21.3% (23.5). The decline in margin is largely 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 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. At the same time, three facilities - Borås, Kvänum and Vasastan - have been closed during the first half of the year, since these are not considered to be able to properly contribute to the Group's earnings in the future.

During the third quarter of 2017, Actic will open a third club in Varberg, which will thus become a cluster city with various types of facilities and a strong customer offering.

Letter of intent were also signed regarding the acquisition of a facility in Mälardalen.

German operating segment

SEK million Apr–Jun
2017
Apr–Jun
2016
Jan–Jun
2017
Jan–Jun
2016
Rolling 12
months
Jan–Dec
2016
Net sales 15.8 12.9 31.2 25.7 58.7 53.3
EBITDA 0.7 0.9 0.7 1.4 –1.6 -0.9
EBITDA margin, % 4.6 6.6 2.3 5.6 –2.7 -1.6
ARPM, SEK 284 260 284 263 280 269
Number of members at the end of the period 18,644 16,676 18,644 16,676 18,644 17,477
Number of clubs at the end of the period 21 17 21 17 21 20
Average number of full-time equivalent employees 99 86 99 83 98 90

Second quarter

The segment's net sales during the second quarter increased 22% to SEK 15.8 million (12.9). EBITDA for the quarter totalled SEK 0.7 million (0.9), corresponding to a margin of 4.6% (6.6). The margin was impacted by a higher establishment rate and investments in the organisation in the past year, combined with a longer-than-planned interruption of operations in Schortens.

First six months

The segment's net sales during the period increased 21% to SEK 31.2 million (25.7). 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 six months totalled SEK 0.7 million (1.4), corresponding to a margin of 2.3% (5.6). The 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

A total of five new facilities were added through new establishments in the segment in Germany in 2016.

In January 2017, a second facility was open in Duisburg, forming Actic's second cluster in Germany. Three new facilities are scheduled to be established at the end of the year in Giessen (north of Frankfurt), Primasens (east of Saarbrucken) and in Neustadt. The latter of these will be in a large, newly built swimming pool.

In addition, a letter of intent was signed for the acquisition of a large Gym & Swim Club in northern Germany with annual sales of about SEK 15 million.

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 in the first six months totalled SEK 23.5 million (42.5) and was impacted adversely by items affecting comparability. The change in working capital amounted to SEK -2.6 million.

Cash flow from investing activities for the period amounted to a negative SEK -67.4 million (neg: -106.0), and 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 71.4 million, compared with SEK 79.9 million a year earlier. Available unutilised loans amounted to SEK 93 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 six months amounted to a negative SEK -11.9 million (neg: -22.8).

Investments in property, plant and equipment amounted to a negative SEK -33.0 million (neg: -21.0) in the first six months and were attributable to implemented and future openings and upgrades.

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 30 June 2017, equity amounted to SEK 592.5 million, compared with SEK 364.5 million at 31 December 2016. The equity/assets ratio was 44.4%, compared with 28.5% at year-end 2016. Interest-bearing liabilities amounted to SEK 478.5 million compared with SEK 653.0 million at year-end 2016. The net debt/adjusted EBITDA ratio for the most recent 12-month period amounted to 3.0, compared with 4.3 for full-year 2016.

PERSONNEL

The number of full-time equivalent employees during the period totalled 755, 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. The price was set at SEK 50.50 per share, and the company gained slightly more than 5,000 new shareholders.

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 -12.3 million (profit: 0.4). Equity at the end of the period totalled SEK 804.5 million, compared with SEK 554.6 million at year-end. No investments were made in the Parent Company during the quarter.

EVENTS AFTER THE END OF THE SECOND QUARTER

No events of material importance have occurred after the closing day.

OWNERSHIP STRUCTURE

Prior to the stock exchange listing, Actic International S.â.r.l, which is owned by IK 2007 Fonden, was the company's majority owner.

As at 30 June, it controlled 41.8% of capital and votes. Actic's new major shareholders include Athanase Industrial Partner, which owned 7.6%, the Fourth Swedish National Pension Fund with 7.0% and Swedbank Robur with 6.0%.

The total number of shareholders was 2,867 at the end of the period.

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.

ASSURANCE

The undersigned affirm that this six-month 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, 14 August 2017

Erik Lautmann Kristian Carlsson-Kemppinen Alireza Etemad Ralf Holmlund
Chairman of the Board Board member Board member Board member
Lottie Knutson Gunnar Palme Åsa Wirén Stefan Charette
Board member Board member Board member Board member

Christer Zaar

President and CEO

The company's auditors have not reviewed this report.

The information in this six-month 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 Tuesday, 15 August 2017 at 7:45 a.m. (CET).

Key financial data and other information

SEK million
Group
Apr–Jun
2017
Apr–Jun
2016
Jan–Jun
2017
Jan–Jun
2016
Rolling 12
months
Jan–Dec
2016
Net sales 216.8 195.9 442.8 390.0 854.8 802.0
Adjusted EBITDA 35.0 39.3 71.3 75.1 137.5 141.3
Adjusted EBITDA margin, % 16.2 20.0 16.1 19.3 16.1 17.6
Adjusted EBITA 21.5 25.7 41.9 48.7 78.7 85.4
Adjusted EBITA margin, % 9.9 13.1 9.5 12.5 9.2 10.7
EBIT -0.4 16.6 3.8 36.3 2.9 35.3
Net profit/loss for the period -15.1 6.1 -19.8 14.5 -38.2 -4.0
Cash flow from operating activities -7.5 11.0 23.5 42.5 58.7 77.7
Working capital -126.9 -119.4 -126.9 -119.4 -126.9 -129.4
Capital employed 1,071.0 1,042.6 1,071.0 1,042.6 1,071.0 1,017.5
Net debt 407.1 587.6 407.1 587.6 407.1 603.9
Net debt/EBITDA ratio - - - - 3.0 4.3
Return on capital employed, % - - - - 1.0 4.3
Equity/assets ratio, % 44.4 29.6 44.4 29.6 44.4 28.5
Return on equity, % - - - - -8.0 -1.1
SEK million
Segment
Apr–Jun
2017
Apr–Jun
2016
Jan–Jun
2017
Jan–Jun
2016
Rolling 12
months
Jan–Dec
2016
Net sales, Nordics 201.0 183.0 411.7 364.3 796.1 748.7
Net sales, Germany 15.8 12.9 31.2 25.7 58.7 53.3
EBITDA, Nordics 42.2 43.8 87.8 85.5 169.3 167.0
EBITDA, Germany 0.7 0.9 0.7 1.4 -1.6 -0.9
EBITDA margin, Nordics, % 21.0 23.9 21.3 23.5 21.3 22.3
EBITDA margin, Germany, % 4.6 6.6 2.3 5.6 -2.7 -1.6
Central and local functions, excl. items
affecting comparability
25.4 23.8 56.3 49.2 112.0 104.8
Central and local functions, excl. items affecting
comparability in relation to net sales, %
11.7 12.1 12.7 12.6 13.1 13.1
ARPM, Nordics, SEK 344 310 349 308 337 317
ARPM, Germany, SEK 284 260 284 263 280 269
Total ARPM, SEK 339 306 344 305 332 314
Number of members at the end of
the period, Nordics
197,058 198,455 197,058 198,455 197,058 193,503
Number of members at the end of
the period, Germany
18,644 16,676 18,644 16,676 18,644 17,477
Total number of members at the end of
the period
215,702 215,131 215,702 215,131 215,702 210,980
Number of clubs at the end of the period,
Nordics
149 146 149 146 149 14
Number of clubs at the end of the period, Ger
many
21 17 21 17 21 20
Total number of clubs at the end of the period 170 163 170 163 170 166
Average number of full-time equivalent
employees, Nordics
625 593 640 593 624 601
Average number of full-time equivalent
employees, Germany
99 86 99 83 98 90
Average number of full-time equivalent
employees, central support
17 12 16 12 15 12
Total average number of full-time equivalent
employees
741 691 755 688 737 703
SEK
Per share data
Apr–Jun
2017
Apr–Jun
2016
Jan–Jun
2017
Jan–Jun
2016
Rolling 12
months
Jan–Dec
2016
Average number of shares, thousands 14,943 1,583 8,263 1,583 4,886 1,583
Average number of shares after dilution,
thousands
14,943 1,583 8,263 1,583 4,886 1,583
Loss per share -1.08 -3.17 -3.99 -4.93 -15.08 -30.63
Loss per share after dilution -1.08 -3.17 -3.99 -4.93 -15.08 -30.63
Share price at the end of the period 48.50 n/a 48.50 n/a 48.50 n/a

Quarterly data

SEK million
Group
2017
Q2
2017
Q1
2016
Q4
2016
Q3
2016
Q2
2016
Q1
Net sales 216.8 226.0 216.4 195.5 195.9 194.1
Adjusted EBITDA 35.0 36.3 25.7 40.6 39.3 35.8
Adjusted EBITDA margin 16.2 16.0 11.9 20.8 20.0 18.4
Adjusted EBITA 21.5 20.4 10.2 26.6 25.7 23.0
Adjusted EBITA margin, % 9.9 9.0 4.7 13.6 13.1 11.8
EBIT -0.4 4.2 -10.3 9.4 16.6 19.7
Net profit/loss for the period -15.1 -4.7 -19.7 1.3 6.1 8.3
Cash flow from operating activities -7.5 31.0 14.0 21.1 11.0 31.5
2017
Q2
2017
Q1
2016
Q4
2016
Q3
2016
Q2
2016
Q1
Net sales, Nordics 201.0 210.7 201.9 182.5 183.0 181.3
Net sales, Germany 15.8 15.4 14.5 13.1 12.9 12.8
EBITDA margin, Nordics, % 21.0 21.7 16.8 26.0 23.9 23.0
CLUB EBITDA Nordics 57.2 64.4 54.8 63.6 59.3 57.8
CLUB EBITDA margin Nordics, % 28.4 30.6 27.2 34.8 32.4 31.9
EBITDA margin, Germany, % 4.6 -0.2 -18.1 2.5 6.6 4.6
CLUB EBITDA Germany 3.3 2.7 0.9 2.6 3.8 3.4
CLUB EBITDA margin Germany, % 20.9 17.5 6.4 19.6 29.2 26.6
Central and local functions, excl. items affecting
comparability
25.4 30.8 30.1 25.6 23.8 25.4
Central and local functions, excl. items affecting
comparability in relation to net sales, %
11.7 13.6 13.9 13.1 12.1 13.1
ARPM, Nordics, SEK 344 355 343 309 310 307
ARPM, Germany, SEK 284 283 286 263 260 266
Total ARPM, SEK 339 349 338 305 306 304
Total number of members at the end of the
period
215,702 216,777 210,980 213,961 215,131 211,906
Total number of clubs at the end of the period 170 168 166 162 163 150

Condensed consolidated statement of profit/loss

SEK 000s Apr–Jun
2017
Apr–Jun
2016
Jan–Jun
2017
Jan–Jun
2016
Jan–Dec
2016
Net sales 216,783 195,898 442,831 390,029 802,004
Other operating income 7,014 8,284 14,705 14,934 27,935
Total operating income 223,798 204,182 457,536 404,962 829,939
Operating expenses
Goods for resale -1,630 -2,617 -4,859 -4,669 -11,945
Other external costs -104,606 -94,874 -217,868 -188,639 -397,481
Personnel costs -98,189 -74,367 -189,352 -145,327 -316,369
Depreciation, amortisation and impairment of
tangible and intangible fixed assets
-19,623 -15,748 -41,386 -30,068 -68,795
Other operating expenses -109 -248
EBIT -359 16,576 3,824 36,259 35,349
Financial income 1,339 1,923 3,673 3,664 7,207
Financial expenses -18,728 -10,394 -30,154 -21,164 -43,912
Financial net -17,389 -8,470 -26,481 -17,500 -36,704
Profit/loss before tax -17,748 8,106 -22,657 18,759 -1,355
Tax 2,629 -1,991 2,873 -4,300 -2,606
Net profit/loss for the period -15,120 6,114 -19,784 14,459 -3,961
Profit/loss for the period attributable to:
Parent Company shareholders -15,120 6,114 -19,784 14,459 -3,961
Earnings per share
before dilution (SEK) -1.08 -3.17 -3.99 -4.93 -30.63
after dilution (SEK) -1.08 -3.17 -3.99 -4.93 -30.63

Condensed consolidated statement of profit/loss and other comprehensive income

SEK 000s Apr–Jun
2017
Apr–Jun
2016
Jan–Jun
2017
Jan–Jun
2016
Jan–Dec
2016
Net profit/loss for the period -15,120 6,114 -19,784 14,459 -3,961
Other comprehensive income
Tax attributable to items booked against equity 3,850 3,850
Translation differences for the period on transla
tion of foreign operations -6,053 5,712 -8,603 5,319 18,959
-2,203 5,712 -4,753 5,319 18,959
Other comprehensive income for the period -2,203 5,712 -4,753 5,319 18,959
Comprehensive income for the period -17,323 11,826 -24,537 19,778 14,998
Comprehensive income for the period attributable to:
Parent Company shareholders -17,323 11,826 -24,537 19,778 14,998

Condensed consolidated statement of financial position

SEK 000s 30 June 2017 30 June 2016 31 Dec 2016
Assets
Goodwill 750,297 732,296 746,404
Other intangible fixed assets 76,185 64,114 62,085
Tangible fixed assets 322,706 316,861 321,814
Deferred tax assets 12,485 7,165 4,462
Total fixed assets 1,161,672 1,120,435 1,134,766
Inventories 5,092 7,591 5,970
Tax receivables 2,087
Accounts receivable 27,904 18,632 32,032
Prepaid expenses and accrued income 47,766 31,797 41,413
Other receivables 17,924 9,612 14,425
Cash and cash equivalents 71,359 79,946 49,057
Total current assets 172,131 147,578 142,897
Total assets 1,333,804 1,268,014 1,277,663
Equity
Share capital 753 52 500
Other capital contributed 635,839 383,593 383,593
Reserves -9,913 -9,238 -1,310
Retained profits including net income -34,202 600 -18,268
Equity attributable to Parent Company shareholders 592,477 375,007 364,515
Total equity 592,477 375,007 364,515
Liabilities
Non-current interest-bearing liabilities 596,691
Deferred tax liabilities 36,870
Total non-current liabilities 633,561
Current interest-bearing liabilities 17,919 51,858 56,310
Accounts payable 72,146 49,069 78,135
Tax liabilities 61 4,954 1,021
Other liabilities 13,176 15,514 7,739
Accrued expenses and deferred income 142,258 460,562
615,727
35,205
38,402
495,767
654,129
117,482
245,560
238,877
741,327
893,007
Total current liabilities 279,587
Total liabilities 913,148
Total equity and liabilities 1,333,804 1,268,014 1,277,663

Condensed consolidated statement of changes in equity

Equity attributable to Parent Company shareholders
January to June 2016
SEK 000s
Share
capital
Other
capital
contributed
Translation
reserve
Retained
earnings in
cluding net
income for
the year
Total
Opening equity, 1 Jan 2016 52 383,593 -20,269 -13,859 349,517
Total comprehensive income
Net income 14,459 14,459
Other comprehensive income for the period 11,031 11,031
Total comprehensive income for the period 11,031 14,459 25,490
Transactions with the Group's shareholders
Dividends paid
Total comprehensive income for the period
Closing equity 30 June 2016 52 383,593 -9,238 600 375,007
January to June 2017 Share Other
capital
Translation Retained
earnings in
cluding net
income for
SEK 000s capital contributed reserve the year Total
Opening equity, 1 Jan 2017 500 383,593 -1,310 -18,268 364,515
Total comprehensive income for the period
Net income -19,784 -19,784
Tax effect attributable to items recognized in equity 3,850 3,850
Other comprehensive income for the period -8,603 -8,603
Total comprehensive income for the period -8,603 -15,934 -24,537
Transactions with the Group's shareholders
Dividends paid
New share issue 253 252,246 252,499
Total transactions with the Group's shareholders 253 252,246 252,499
Closing equity 30 June 2017 753 635,839 -9,913 -34,202 592,477

Equity attributable to Parent Company shareholders

Condensed consolidated statement of cash flows

SEK 000s Apr–Jun
2017
Apr–Jun
2016
Jan–Jun
2017
Jan–Jun
2016
Jan–Dec
2016
Operating activities
Profit/loss before tax -17,748 8,106 -22,657 18,759 -1,355
Adjustments for non-cash items 29,879 15,320 53,475 29,869 69,167
Income tax paid -242 -2,392 -4,736 -5,816 -5,778
Cash flow from operating activities before changes
in working capital
11 889 21 034 26 082 42 812 62 034
Cash flow from changes in working capital
Increase (–) / decrease (+) in inventory 775 -2,102 854 -3,138 -704
Increase (–)/Decrease (+) in operating receivables -7,797 2,778 -9,429 5,374 -21,558
Increase (+)/Decrease (–) in operating liabilities -12,386 -10,694 6,018 -2,514 37,887
Cash flow from operating activities -7,519 11,017 23,525 42,532 77,659
Investing activities
Purchase of tangible fixed assets
-18,013 -5,817 -32,994 -20,991 -66,839
Investment contributions received 4,000 2,000
Purchase of intangible fixed assets -8,826 -3,135 -11,890 -22,837 -32,021
Acquisition of subsidiaries/operations, net liquidity effect -26,521 -52,968 -26,521 -62,212 -60,269
Cash flow from investing activities -53,361 -61,920 -67,405 -106,040 -157,130
Financing activities
New share issue 252,499 252,499
Loans raised 440,598 56,915 448,818 61,361 72,244
Repayment of debt -625,700 -15,000 -625,700 -15,000 -30,000
Repayment of leasing debt -4,166 -4,836 -9,433 -8,958 -20,582
Cash flow from financing activities 63,231 37,079 66,184 37,402 21,662
Cash flow for the period 2,351 -13,824 22,304 -26,105 -57,808
Cash and cash equivalents at the beginning of the period 68,979 94,255 49,057 106,419 106,419
Exchange-rate difference in cash and cash equivalents 28 -485 -3 -368 446
Cash and cash equivalents at the end of the period 71,359 79,946 71,358 79,946 49,057

Condensed income statement for the Parent Company

SEK 000s Apr–Jun
2017
Apr–Jun
2016
Jan–Jun
2017
Jan–Jun
2016
Jan–Dec
2016
Other operating income 8,991 10,491 1,546
Operating expenses
Other external costs -9,612 -11,332 -7,832
Personnel costs -11,010 -13,264 -2,757
EBIT -11,631 -14,104 -9,043
Profit/loss from financial items:
Other interest income and similar profit items 238 0 475 674
Interest expenses and similar loss items -1,634 -1,634 -30
Profit/loss after financial items -13,265 238 -15,739 475 -8,399
Appropriations 4,092
Profit/loss before tax -13,265 238 -15,739 475 -4,307
Tax 2,918 -105 3,460 -105
Net profit/loss for the year* -10,347 133 -12,278 371 -4,307

* 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 30 June 2017 30 June 2016 31 Dec 2016
Assets
Fixed assets
Financial fixed assets
Participations in Group companies 794,803 540,979 540,979
Receivables from Group companies 18,000
Deferred tax assets 8,718 -
Total financial fixed assets 803,521 558,979 540,979
Total fixed assets 803,521 558,979 540,979
Current assets
Current receivables
Receivables from Group companies 14,664 23,107
Other receivables 2,100 408
Prepaid expenses and accrued income 413 1,505 2,906
Total current receivables 17,176 1,505 26,422
Cash and bank balances 40
Total current assets
Total assets
17,176
820,697
1,545
560,524
26,422
567,401
Equity and liabilities
Equity
Restricted equity
Share capital 753 52 500
Non-restricted equity
Premium reserve 641,168 383,593 383,593
Accumulated profit 174,849 174,625 174,855
Net profit/loss for the period -12,278 1,049 -4,306
Total equity 804,492 559,319 554,642
Current receivables
Accounts payable 8,384 188 263
Liabilities to Group companies 1,353 913 2,625
Current tax liabilities 1,530
Other liabilities 147 105 241
Accrued expenses and deferred income 4,790 9,631
Total current liabilities 16,205 1,205 12,760
Total equity and liabilities 820,697 560,524 567,401

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 six-month report ("six-month report") for the period ending 30 June 2017 encompasses the company and its subsidiaries, collectively referred to as the Group.

The Group operates some 170 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 215,000 members. Approximately 70% of the Group's gyms are operated in swimming halls through partnership agreements with municipalities and other counterparties and the remaining 30% 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 10. Information regarding dividends to shareholders is provided in Note 5 on page 22.

NOTE 3 ESTIMATES 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 30 June 2017 amounted to 8,262,603.

SEK Apr–Jun Apr–Jun Jan–Jun Jan–Jun Rolling 12 Jan–Dec
2017 2016 2017 2016 months 2016
Earnings per share before and after dilution -1.08 -3.17 -3.99 -4.93 -15.08 -30.63

The amounts used as numerators and denominators are recognised below:

SEK 000s Apr–Jun
2017
Apr–Jun
2016
Jan–Jun
2017
Jan–Jun
2016
Rolling 12
months
Jan–Dec
2016
Net profit/loss for the period attributable to
Parent Company shareholders -15,120 6,114 -19,784 14,459 -38,204 -3,961
Interest on preference shares * -952 -11,129 -13,194 -22,259 -35,453 -44,517
Earnings attributable to ordinary Parent Com
pany shareholders, before and after dilution,
used in the calculation of earnings per share
-16,072 -5,015 -32,978 -7,800 -73,657 -48,478
Average number of shares, thousands 14,953 1,583 8,263 1,583 4,886 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
5 June 2012 New formation 50,000 50,000 50,000
28 Sept 2012 Merger 1 0 50,000
28 Sept 2012 Split 540,979,196 0 50,000
Change of
28 Sept 2012 share class 0 0 540 979 196 0 0 0 0 0 50 000
28 Sept 2012 New share issue 13,523,703 608,601,011 15,018,357 0 444,815,321 0 50,000 100,000
28 Sept 2012 Reduction1) 13,523,703 67,621,815 15,018,357 0 444,815,321 0 -50,000 50,000
3 Feb 2015 New share issue 13,696,139 70,179,644 15,018,357 372,573 444,815,321 15,089,426 1,681 51,681
27 Dec 2016 Bonus issue 13,696,139 70,179,644 15,018,357 372,573 444,815,321 15,089,426 448,319 500,000
21 Mar 2017 Merger 258,417 1,324,144 283,365 7,029 8,392,741 284,706 500,000
7 April 2017 Conversion – 10,550,402 500,000
7 April 2017 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. Number of ordinary shares outstanding at the end of the period was 15,896,936 (31 Dec 2016: 83,875,785).

NOTE 5 EQUITY

No dividend was approved or paid in 2016 or 2017.

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.

April to June Nordics Germany Group-wide and
eliminations
Total Group
SEK 000s Apr–Jun
2017
Apr–Jun
2016
Apr–Jun
2017
Apr–Jun
2016
Apr–Jun
2017
Apr–Jun
2016
Apr–Jun
2017
Apr–Jun
2016
Net sales 200,964 182,963 15,820 12,934 216,783 195,898
Other operating income -6,969 7,365 159 753 -34 167 -6,844 8,284
Total operating income 193,995 190,328 15,979 13,687 -34 167 209,939 204,182
EBITDA 42,193 43,776 726 854 -23,656 -12,307 19,263 32,324
Depreciation of tangible fixed assets -13 547 -13 594 -13 547 -13 594
EBITA -37,203 -25,901 5,717 18,730
Amortisation of intangible fixed assets -6,076 -2,153 -6,076 -2,153
EBIT -43,279 -28,054 -359 16,576
Interest income 1,339 1,922 1,339 1,922
Interest expenses -18,728 -10,394 -18,728 -10,394
Profit/loss before tax -60,668 -36,526 -17,748 8,104
January to June Nordics Group-wide and
Germany
eliminations
Total Group
SEK 000s Apr–Jun
2017
Apr–Jun
2016
Apr–Jun
2017
Apr–Jun
2016
Apr–Jun
2017
Apr–Jun
2016
Apr–Jun
2017
Apr–Jun
2016
Net sales 411,660 364,284 31,171 25,745 442,831 390,029
Other operating income 14,227 13,952 424 777 54 205 14,705 14,934
Total operating income 425,886 378,236 31,596 26,522 54 205 457,536 404,962
EBITDA 87,839 85,516 702 1,448 -43,332 -20,637 45,209 66,327
Depreciation of tangible -29 394 -26 429 -29 394 -26 429
fixed assets -29,394 -26,429 -29,394 -26,429
EBITA -72,726 -47,066 15,815 39,898
Amortisation of intangible fixed assets -11,992 -3,639 -11,992 -3,639
EBIT -84,718 -50,705 3,824 36,259
Interest income 3,673 3,663 3,673 3,663
Interest expenses -30,154 -21,164 -30,154 -21,164
Profit/loss before tax -111,199 -68,206 -22,657 18,758

NOTE 7 ACQUISITION OF OPERATIONS

As part of the Group's expansion strategy, Actic acquired the assets and liabilities of three clubs in Karlstad. Consolidation occurred on 1 May 2017. Had the acquisition occurred on 1 January 2017, management estimates that the acquired operations would have contributed SEK 13 million to the Group's net sales and about SEK 3 million to EBIT-DA during the first six months. Had the acquisition occurred on 1 January 2017, management estimates that the acquired operations would have contributed approximately SEK 25-30 million to the Group's net sales and about SEK 5 million to EBITDA during the current financial year.

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 liabili
ties
-9,507
Net identifiable assets and liabilities 16,260
Consolidated goodwill 10,261
Consideration paid 26,521

Goodwill

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 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 0.7 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 30 June 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 SEK -2.8 million on 30 June 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:

30 June -17 30 June -16 31 Dec -16
Fair value 482 683 666
Carrying amount 478 668 653

Fair value is measured at the loans' nominal amount, meaning the carrying amount before deductions for transaction costs, since the loans are subject to variable interest and the loan margin in the loan agreements is deemed to correspond to the margin that would be received on the balance-sheet date. This calculation is deemed attributable to Level 2 of the fair value hierarchy.

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 29.

Organic growth

Organic growth is derived from total net sales as follows:

Share of net sales, %

SEK 000s Apr-June 2017 Growth, % Jan-June 2017 Growth, %
Net sales 216,783 10.7 442,831 13.5
Of which, organic growth 10,033 5.1 21,769 5.6
Of which, acquired growth 10,853 5.5 31,033 8.0
Organic growth exchange rate adjusted 8,004 4.1 17,172 4.4
Total growth 20,886 10.7 52,802 13.5
Currency effect 2,029 4,597

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 measurements between the periods.

SEK 000s Apr–Jun
2017
Apr–Jun
2016
Jan–Jun
2017
Jan–Jun
2016
Rolling 12
months
Jan–Dec
2016
EBIT -359 16,576 3,824 36,259 2,914 35,349
Reversal of amortisation of intangible fixed
assets
6,076 2,153 11,992 3,639 21,223 12,870
EBITA 5,717 18,730 15,815 39,898 24,137 48,219
Costs attributable to acquisitions and disposals 0 1,316 718 1,688 1,116 2,086
Items affecting comparability 15,766 5,628 25,359 7,070 54,400 35,111
Adjusted EBITA 21,482 25,673 41,892 48,656 78,652 85,419
Reversal of depreciation of tangible fixed assets 13 547 13 594 29 394 26 429 58 890 55 925
Adjusted EBITDA 35,029 39,268 71,286 75,085 137,542 141,344
Net sales 216,783 195,898 442,831 390,029 854,807 802,004
Adjusted EBITA margin, % 9.9 13.1 9.5 12.5 9.2 10.7
Adjusted EBITDA margin, % 16.2 20.0 16.1 19.3 16.1 17.6

Items affecting comparability

Apr–Jun Apr–Jun Jan–Jun Jan–Jun Rolling 12 Jan–Dec
SEK 000s 2017 2016 2017 2016 months 2016
Costs attributable to acquisitions and disposals 1,316 718 1,688 1,116 2,086
Listing-related expenses 15,766 5,628 25,359 7,070 45,108 26,819
Other 8,292 8,292
Total items affecting comparability 15,766 6,944 26,077 8,758 54,515 37,197

EBITDA margin per segment

SEK 000s Apr–Jun
2017
Apr–Jun
2016
Jan–Jun
2017
Jan–Jun
2016
Rolling 12
months
Jan–Dec
2016
Nordics
EBITDA, Nordics 42,193 43,776 87,839 85,516 169,329 167,006
Net sales, Nordics 200,964 182,963 411,660 364,284 796,086 748,710
EBITDA margin, Nordics, % 21.0 23.9 21.3 23.5 21.3 22.3
SEK 000s Apr-juni
2017
Apr-juni
2016
Jan-juni
2017
Jan-juni
2016
Rullande
12 m
Jan-dec
2016
Germany
EBITDA, Germany 726 854 702 1,448 1,596 -851
Net sales, Germany 15,820 12,934 31,171 25,745 58,720 53,294
EBITDA margin, Germany, % 4.6 6.6 2.3 5.6 -2.7 -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 Apr–Jun
2017
Apr–Jun
2016
Jan–Jun
2017
Jan–Jun
2016
Rolling 12
months
Jan–Dec
2016
Total central and local functions -41,195 -30,727 -82,399 -57,954 -166,480 -142,035
Costs attributable to acquisitions and disposals 1,316 718 1,688 1,116 2,086
Listing-related expenses 15,766 5,628 25,359 7,070 45,108 26,819
Other 8,292 8,292
Total central and local functions excluding
items affecting comparability -25 429 -23 783 -56 322 -49 196 -111 964 -104 839
Net sales 216,783 195,898 442,831 390,029 854,807 802,004
Central and local costs excluding items affec
ting comparability in relation to net sales, %
11.7 12.1 12.7 12.6 13.1 13.1

Working capital

SEK 000s 30 June -17 31 Mar -17 31 Dec -16 30 Sep -16 30 Jun -16 31 Mar -16 31 Dec -15 30 Sep -15
Inventories 5,092 5,882 5,970 6,954 7,591 5,568 4,502 4,984
Tax receivables 2,087 1,492
Accounts receivable 27,904 28,400 32,032 29,449 18,632 21,201 20,403 18,117
Prepaid expenses 47,766 43,843 41,413 34,306 31,797 31,085 31,544 28,546
Other receivables 17,924 14,215 14,425 4,789 9,612 9,860 11,330 8,363
Accounts payable -72,146 -70,612 -78,135 -60,743 -49,069 -50,893 -51,609 -49,495
Tax liabilities -61 -441 -1,021 -2,736 -4,954 -5,163 -5,278 -5,503
Other liabilities -13,176 -14,670 -7,739 -24,294 -15,514 -21,345 -20,350 -19,295
Accrued expenses and
deferred income -142,258 -155,133 -136,381 -110,464 -117,482 -113,351 -106,528 -92,647
Total working capital -126,869 -147,025 -129,436 -122,738 -119,388 -123,038 -115,986 -106,931

Net debt and net debt/adjusted EBITDA ratio

SEK 000s Apr–Jun
2017
Apr–Jun
2016
Jan–Jun
2017
Jan–Jun
2016
Rolling 12
months
Jan–Dec
2016
Non-current interest-bearing liabilities 460,562 615,727 460,562 615,727 460,562 596,691
Current interest-bearing liabilities 17,919 51,858 17,919 51,858 17,919 56,310
Total interest-bearing liabilities 478,480 667,585 478,480 667,585 478,480 653,001
Cash and cash equivalents -71,359 -79,946 -71,359 -79,946 -71,359 -49,057
Net debt 407,122 587,638 407,122 587,638 407,122 603,944
Adjusted EBITDA 35,029 39,268 71,286 75,085 137,542 141,341
Net debt/adjusted EBITDA ratio - - - - 3.0 4.3

Equity/assets ratio

SEK 000s 30 June -17 30 Jun -16 31 Dec -16 31 Dec -15
Equity attributable to Parent Company shareholders 592,477 375,007 364,515 349,517
Total assets 1,333,804 1,268,014 1,277,663 1,195,122
Equity/assets ratio, % 44.4 29.6 28.5 29.2

Return on equity

SEK 000s Apr–Jun
2017
Apr–Jun
2016
Jan–Jun
2017
Jan–Jun
2016
Rolling 12
months
Jan–Dec
2016
Net profit/loss for the period -15,120 6,114 -19,784 14,459 -38,204 -3,961
Equity attributable to Parent Company share
holders (average)
474,889 369,094 478,496 362,262 483,742 357,016
Return on equity, % -7.9 -1.1

ARPM

SEK 000s Apr–Jun
2017
Apr–Jun
2016
Jan–Jun
2017
Jan–Jun
2016
Rolling 12
months
Jan–Dec
2016
Net sales, Nordics, SEK 000s 200,964 182,963 411,660 364,284 796,086 748,710
Average number of members during the period,
Nordics 197,458 196,798 197,688 196,858 197,590 196,589
ARPM, Nordics 344 310 349 308 337 317
Net sales, Germany, SEK 000s 15,820 12,934 31,171 25,745 58,720 53,294
Average number of members during the period,
Germany 18,576 16,552 18,306 16,298 17,466 16,521
ARPM, Germany 284 260 284 263 280 269
Net sales, SEK 000s 216,783 195,898 442,831 390,029 854,807 802,004
Average number of members during the period 216,034 213,350 215,994 213,156 215,057 213,109
Total ARPM, SEK 000s 339 306 344 305 332 314

Financial calendar

Interim report Jan–Sep 2017 14 Nov 2017

Finansiella definitioner

Number of members Number of members at the end of the period

Return on equity Net income 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 12-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 divided by the average number of members during 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

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 170 clubs with just over 215,000 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 sales of SEK 802 million in 2016. 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 Sverige AB. Actic Norge AS Actic Fitness GmbH Actic Finland OY

E-mail: [email protected]

SIX-MONTH REPORT 1 JANUARY–30 JUNE 2017 ACTIC GROUP 31

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