Quarterly Report • Nov 14, 2017
Quarterly Report
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Actic Group AB (publ)
| SEK million | Jul–Sep 2017 |
Jul–Sep 2016 |
Jan–Sep 2017 |
Jan–Sep 2016 |
Rolling 12 months |
Jan–Dec 2016 |
|---|---|---|---|---|---|---|
| Net sales | 209.1 | 195.5 | 652.0 | 585.6 | 868.4 | 802.0 |
| Adjusted EBITDA | 39.0 | 40.6 | 110.3 | 115.7 | 136.0 | 141.3 |
| Adjusted EBITDA margin, % | 18.7 | 20.8 | 16.9 | 19.8 | 15.7 | 17.6 |
| Adjusted EBITA | 23.6 | 26.6 | 65.5 | 75.2 | 75.7 | 85.4 |
| Adjusted EBITA margin, % | 11.3 | 13.6 | 10.1 | 12.8 | 8.7 | 10.7 |
| Items affecting comparability | 1.2 | -15.2 | -24.9 | -23.9 | -38.2 | -37.2 |
| EBIT | 17.7 | 9.4 | 21.5 | 45.6 | 11.2 | 35.3 |
| Net profit/loss for the period | 12.8 | 1.3 | -7.0 | 15.7 | -26.7 | -4.0 |
| Earnings per share before and after dilution, SEK | 0.80 | -6.23 | -1.86 | -11.16 | -6.00 | -30.63 |
| Equity/assets ratio, % | 45.2 | 30.0 | 45.2 | 30.0 | 45.2 | 28.5 |
| Cash flow from operating activities | 27.7 | 21.1 | 51.2 | 63.6 | 65.2 | 77.7 |
| Number of clubs at the end of the period | 169 | 162 | 169 | 162 | 169 | 166 |
| Number of members at the end of the period | 216,101 | 213,961 | 216,101 | 213,961 | 216,101 | 210,980 |
| ARPM, SEK | 324 | 305 | 336 | 305 | 336 | 314 |
| Club EBITDA | 65.1 | 66.1 | 192.7 | 190.4 | 248.5 | 246.2 |
| Club EBITDA margin, % | 31.1 | 33.8 | 29.6 | 32.5 | 28.6 | 30.7 |
| Average number of full-time equivalent | ||||||
| employees | 725 | 692 | 742 | 689 | 747 | 703 |
1) See Note 4. For definitions of key financial data, see page 30.
Sales during the third quarter increased 7% to SEK 209 million and were mainly driven by acquisitions. Organic growth was just over 3%. At the same time, average revenue per member (ARPM) increased 6% to SEK 324 (305) per month. Adjusted EBITDA for the period amounted to SEK 39 million (41), corresponding to a margin of 18.7% (20.8). The decline is due to a higher establishment will drive short-term costs, and since these facilities do not yet strengthen the Group's earnings. In addition continued investment in the offer and digitization, and a weak development in Norwegian operations.
After the end of the quarter, we undertook one of our largest transactions to date with the acquisition of Må Bättre, which operates a total of nine gym facilities with a geographical focus in Gävle and Falun in central Sweden. The operations generate annual sales of almost SEK 60 million with an EBITDA margin of 20%. In Falun we are establishing a new important cluster together with our current facilities. The operations will be consolidated into Actic Group as of 1 December.
The integration of our three facilities in Karlstad, acquired in the spring, was also completed in the third quarter and have exceeded expectations.
Actic has a listed company the right conditions to further strengthen the market positions through new establishment and acquisitions. We received, and worked on, a relatively high number of acquisition targets during the year and our pipeline remains healthy both for the Nordic countries and Germany. However, during the period we have closed some letters of intent where we understood that they would not make the desired contribution.
The margin trend for the third quarter was not satisfactory, even if a higher establishment rate is responsible for part of the decline. We are working on efficiency enhancements, both at a central and local level in the Group. As previously communicat-
ed, the Norwegian operations performed weaker than expected during the year, and we are working hard to increase the inflow of new members and to develop the PT business in Norway. We are also working to develop our local pricing model to strengthen revenues.
During the quarter, we opened a third club in Varberg, which will thus become a new cluster city. At the same time, we closed the facility in Hallsberg when the contract with the municipality expired, and Porsgrunn, which was considered to lack the potential to contribute towards the Group's earnings moving forward.
To stabilize and get a growing membership base we invest in our offer to secure and strengthen our position, and to provide our members an attractive offer. In the autumn, group training classes were launched in a number of new areas. Our loyalty programme was launched in the Swedish and Norwegian markets at the beginning of the year and is used by about 45% of our members. These are contributing factors that we during the quarter could also see increased customer base, with just over 216,000 members at the end of the period.
The PT business continues to develop in a highly positive direction. Growth during the first nine months was 50% and accounted for 9% of net sales. This means there is still considerable potential for continued expansion in this area. We are working hard to achieve a critical mass in the Norwegian market. Work in recent months has produced results and indicates rising demand.
At the German market decision has been taken to open four new facilities in the next six months — Giessen (Hesse), Pirmasens (Rhineland-Palatinate), Schönningen (Lower Saxony) and Neustadt (Lower Saxony). The latter of these will be in a larger, newly built swimming facility, and means we will have five facilities in the Hanover region.
Our core values and leadership are important factors for Actic's future development as a modern service company. We can see that our HR efforts are producing results in the leadership index (LSI), where we improved by three points during the year to 78. The benchmark on the leadership index is 73 for similar companies in the survey.
Through the Actic Academy's various courses, more than 100 gym instructors and 100 members have been trained to become personal trainers.
We are continuing to work according to our planned strategy, focusing on expansion through new establishments and cluster building, on continuously refining the customer offering and on remaining active in the consolidation.
Solna, November 2017
Christer Zaar
For further information, contact: Christer Zaar, CEO: [email protected] Ewa Buhre Gidlöf, CFO: [email protected] Niklas Alm, Investor Relations: +46 (0)708-24 40 88, [email protected]
Net sales in the third quarter amounted to SEK 209.1 million (195.5), corresponding to growth of 7%. Acquisitions contributed SEK 7 million. Measured at fixed exchange rates, organic growth totalled 3%. Exchange-rate changes affected net sales positively by SEK 0.1 million. The Group's growth was partly attributable to acquired operations in the Nordics and higher ARPM. Contributing factors to this increase in ARPM compare to same quarter last year included a continuing increase in PT sales, which contributed SEK 16 million (13) during the third quarter. The intensified effort to focus on member groups that to a greater extent demand and use add-on services continues. The
NET SALES & ARPM Net Sales ARPM MSEK SEK Q4 -15 Q1 -16 Q2 -16 Q3 -16 Q4 -16 Q1 -17 Q2 -17 Q3 -17 0 50 100 150 250 300 320 membership base increased to 216,101 (213,961) at the end of the period. Adjusted EBITDA amounted to SEK 39.0 million (40.6), corresponding to an adjusted EBITDA margin of 18.7% (20.8). The higher pace of establishment, continued investments in our customer offering, support functions adapted to a listed environment, together with an unsatisfactory performance in the Norwegian operations impacted the adjusted earnings compared with the preceding year.
EBIT amounted to SEK 17.7 million (9.4).
Financial expenses amounted to SEK -6.7 million (-10.0) and financial income totalled SEK 2.1 million (2.8). The financial expenses were attributable to interest expenses for loan financing and currency-related exchange-rate differences, while financial income mainly pertained to currency-related exchange-rate differences.
The earnings effect of tax in the third quarter was SEK -0.4 million (-0.8).
Net income for the quarter amounted to SEK 12.8 million (1.3), corresponding to earnings per share before and after dilution of SEK 0.80 (loss: -6.23), see Note 4.
Net sales in the period amounted to SEK 652.0 million (585.6), corresponding to growth of 11%. Acquisitions contributed SEK 38 million. Measured at fixed exchange rates, organic growth totalled 4%. Exchange-rate changes affected net sales positively by SEK 4.5 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 60 million during the period, compared with SEK 40 million during the year-earlier period. Adjusted EBITDA amounted to SEK 110.3 million (115.7), corresponding to an adjusted EBIT-DA margin of 16.9% (19.8). Items affecting comparability amounted to SEK -24.9 million (-23.9) and primarily comprised listing costs. The higher pace of establishment, continued investments in our service offering, support functions adapted to a listed environment, together with a weaker performance in the Norwegian operations impacted the adjusted earnings compared with the preceding year.
EBIT amounted to SEK 21.5 million (45.6).
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 relation to sales amounted to 13.0% for the most recent 12-month period, compared with 13.1% for full-year
CENTRAL AND LOCAL SUPPORT FUNCTIONS
Financial expenses amounted to SEK -36.8 million (-31.2) and financial income totalled SEK 5.9 million (6.4). 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 exchange-rate differences.
The earnings effect of tax in the period was positive at SEK 2.4 million (-5.1).
Net loss for the period amounted to SEK -7.0 million (15.7), corresponding to loss per share before and after dilution of SEK -1.86 (-11.16), see Note 4.
Actic conducts operations in two operating segments. Actic's largest operating segment is the Nordics, which comprises its operations in Sweden, Norway and Finland. The company has conducted and gradually expanded its operations since 1981. The Nordic countries are home to just over 750 swimming facilities and Actic conducts operations in approximately 100 of these. Actic's second, smaller — but expanding — operating segment comprises Germany and Austria, where the company primarily operates Gym & Swim clubs. Actic's facilities in Germany will gradually be supplemented with stand-alone clubs in line with the company's cluster strategy.
| SEK million | Jul–Sep 2017 |
Jul–Sep 2016 |
Jan–Sep 2017 |
Jan–Sep 2016 |
Rolling 12 months |
Jan–Dec 2016 |
|---|---|---|---|---|---|---|
| Net sales | 193.5 | 182.5 | 605.1 | 546.8 | 807.1 | 748.7 |
| EBITDA | 46.2 | 47.5 | 134.1 | 133.0 | 168.1 | 167.0 |
| EBITDA margin, % | 23.9 | 26.0 | 22.2 | 24.3 | 20.8 | 22.3 |
| ARPM, SEK | 328 | 309 | 341 | 309 | 341 | 317 |
| Number of members at the end of the period | 197,699 | 197,622 | 197,699 | 197,622 | 197,699 | 193,503 |
| Number of clubs at the end of the period | 148 | 145 | 148 | 145 | 148 | 146 |
| Average number of full-time equivalent employees |
608 | 589 | 627 | 592 | 632 | 601 |
Net sales during the third quarter for the Nordics segment increased 6% to SEK 193.5 million (182.5). Acquisitions contributed SEK 7 million. ARPM rose 6% to SEK 328 (309) due to increased PT sales, which contributed SEK 16 million (13) during the quarter. The decline in ARPM relative to the first two quarters of the year is primarily explained by lower PT activity during the summer months.
EBITDA for the quarter totalled SEK 46.2 million (47.5), corresponding to a margin of 23.9% (26.0). The decline in margin is attributable to an increased pace of new establishment and an unsatisfactory performance in Norwegian operations.
Net sales during the period for the Nordics segment increased 11% to SEK 605.1 million (546.8). Acquisitions contributed SEK 38 million. ARPM rose 10% to SEK 341 (309) due to a gradual increase in PT sales, which contributed SEK 60 million (40) during the period. Corporate sales, customised exercise products for various companies, and the sale of goods made an additional contribution compared with the year-earlier period.
EBITDA for the period totalled SEK 134.1 million (133.0), corresponding to a margin of 22.2% (24.3). The decline in margin is attributable to an increased pace of new establishment and a weaker trend in Norway.
In January 2017, Actic took over operation of a gym at the municipal swimming pool in Svenljunga, and, in March, a third facility opened in Södertälje. At 1 May, the three facilities acquired in Karlstad were
consolidated, and added about 7,000 members with annual sales in the range of SEK 25-30 million.
In May 2017, a new club was also opened in Frösundavik (Stockholm) with primary focus on corporate clients.
During the third quarter of 2017, Actic opened a third club in Varberg, which will thus become a cluster city with various types of facilities and a strong customer offering.
After the end of the period, Actic signed an agreement to acquire nine facilities in Dalarna and Gästrikland that are expected to contribute annual sales of almost SEK 60 million, with an EBITDA margin of 20%. Consolidation will take place on 1 December 2017.
A total of five facilities — Borås, Hallsberg, Kvänum, Porsgrunn and Vasastan — were closed down during the period since these were considered to lack the potential to contribute towards the Group's earnings moving forward.
| SEK million | Jul–Sep 2017 |
Jul–Sep 2016 |
Jan–Sep 2017 |
Jan–Sep 2016 |
Rolling 12 months |
Jan–Dec 2016 |
|---|---|---|---|---|---|---|
| Net sales | 15.7 | 13.1 | 46.8 | 38.8 | 61.3 | 53.3 |
| EBITDA | 0.2 | 0.3 | 0.9 | 1.8 | -1.7 | -0.9 |
| EBITDA margin, % | 1.5 | 2.5 | 2.0 | 4.6 | -2.7 | -1.6 |
| ARPM, SEK | 282 | 263 | 284 | 264 | 284 | 269 |
| Number of members at the end of the period | 18,402 | 16,339 | 18,402 | 16,339 | 18,402 | 17,477 |
| Number of clubs at the end of the period | 21 | 17 | 21 | 17 | 21 | 20 |
| Average number of full-time equivalent employees |
100 | 91 | 100 | 85 | 100 | 90 |
The segment's net sales during the third quarter increased 20% to SEK 15.7 million (13.1). EBITDA for the quarter totalled SEK 0.2 million (0.3), corresponding to a margin of 1.5% (2.5). 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.
The segment's net sales during the period increased 21% to SEK 46.8 million (38.8). The increase is primarily a result of new establishments in the past year, which will gradually contribute more to earnings and organic growth. EBITDA for the period amounted to SEK 0.9 million (1.8), corresponding to a margin of 2.0% (4.6). 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.
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. New establishments are planned in the next six months for four facilities — Giessen (Hesse), Pirmasens (Rhineland-Palatinate), Schönningen (Lower Saxony) and Neustad (Lower Saxony). The latter of these will be in a large, newly built swimming facility, and means Actic will have five facilities in the Hanover region.
EBITDA & EBITDA MARGIN
Actic's operations have reported negative tied-up working capital since the Group's revenue is based to a certain degree on advance monthly payments and due to the Group's relatively low requirement for capital tied up in inventories and accounts receivable. Combined with the company's stable EBITDA trend over time, this gives rise to a relatively high generation of cash.
Cash flow from operating activities totalled SEK 51.2 million (63.6) during the period. Working capital increased SEK 15 million during the period, and was attributable to lower accounts payable.
Cash flow from investing activities for the period amounted to SEK -89.7 million (-120.8), 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 79.1 million, compared with SEK 49.1 million at year-end 2016. Available unutilised loans amounted to SEK 93 million at the end of the period, compared with SEK 28 million at year-end 2016.
During the period, Actic continued to invest in its central functions, such as its accounting system, the membership system in Germany and an app for the company's members. Investments in intangible fixed assets during the period amounted to SEK -18.2 million (-25.2).
Investments in property, plant and equipment amounted to SEK -50.9 million (-35.7) in the first nine months and were attributable to implemented and future openings and upgrades when existing facilities are redesigned or expanded.
In conjunction with the listing of Actic's shares on the Nasdaq Stockholm, the company's former ordinary shares of Class A and Class B, Class C and Class D, as well as preference shares, were converted so that, after the listing, Actic has only one class of share. The company also conducted a new share issue comprising 5,346,534 shares, which generated SEK 270 million for the company before issue
expenses. Following the conversion of all the shares outstanding to ordinary shares and the new issues of shares in conjunction with the IPO, the total number of shares outstanding is 15,896,936, all of these being ordinary shares of the same class. The company does not hold any own shares.
At 30 September 2017, equity amounted to SEK 607.6 million, compared with SEK 364.5 million at 31 December 2016. The equity/assets ratio was 45.2%, compared with 28.5% at year-end 2016. Interest-bearing liabilities amounted to SEK 481.1 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.
The number of full-time equivalent employees during the period totalled 742, compared with 703 for full-year 2016. This increase in the number of employees was mainly attributable to acquisitions and new establishments.
Actic Group conducted a combined sale of existing and newly issued shares with the aim of promoting the company's continued development and to broaden the ownership base. The offering was directed to the public in Sweden and to institutional investors in Sweden and abroad. Actic was listed on Nasdaq Stockholm's Small Cap list on 7 April 2017 and uses the ticker code ATIC.
Actic's overall strategy can be summarised as follows:
Actic has adopted the following financial targets: Growth — Average yearly organic growth of at least 5%, with additional growth from acquisitions. Profitability — Adjusted EBITDA margin of more than 20% in the medium term.
Capital structure — Net debt/adjusted EBITDA ratio below 3.0.
A dividend rate of 30% to 50% of annual net income.
Net loss for the period was SEK -14.3 million (-0.2). Equity at the end of the period totalled SEK 802.5 million, compared with SEK 554.6 million at yearend.
Actic signed an agreement to acquire nine facilities in Dalarna and Gästrikland that are expected to contribute annual sales of almost SEK 60 million, with an EBITDA margin of 20%. Consolidation will take place on 1 December 2017.
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 September, 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 2,684 at the end of the period.
Actic's operations are subject to seasonal variations related to the level of activity at the clubs, which is highest in the first quarter of the year when most
members join, and there is generally more activity at swimming facilities with swimming classes and similar activities. After activity levels decline at the end of the second quarter, member flows and activities at the clubs increase again after the summer months at the end of the third quarter.
Actic is exposed to a number of business and financial risks. The company's business risks can be divided into three categories: strategic, operational and legal risks. Among other factors, the company's financial risks are attributable to exchange rates, interest rates, liquidity and credit granting. Risk management within the Actic Group aims to identify, control and reduce these risks. This is accomplished through an assessment of risk probability and the potential impact on the Group. The company's risk assessment is unchanged compared with the risk scenario presented on pages 4 and 35–38 of the 2016 Annual Report. The Parent Company's risks and uncertainties are indirectly the same as those of the Group.
Actic does not publish forecasts.
Solna, 13 November 2017
Christer Zaar President and CEO
The information in this interim 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, 14 November 2017 at 7:45 a.m. (CET).
| SEK million Group |
Jul–Sep 2017 |
Jul–Sep 2016 |
Jan–Sep 2017 |
Jan–Sep 2016 |
Rolling 12 months |
Jan–Dec 2016 |
|---|---|---|---|---|---|---|
| Net sales | 209.1 | 195.5 | 652.0 | 585.6 | 868.4 | 802.0 |
| Adjusted EBITDA | 39.0 | 40.6 | 110.3 | 115.7 | 136.0 | 141.3 |
| Adjusted EBITDA margin, % | 18.7 | 20.8 | 16.9 | 19.8 | 15.7 | 17.6 |
| Adjusted EBITA | 23.6 | 26.6 | 65.5 | 75.2 | 75.7 | 85.4 |
| Adjusted EBITA margin, % | 11.3 | 13.6 | 10.1 | 12.8 | 8.7 | 10.7 |
| EBIT | 17.7 | 9.4 | 21.5 | 45.6 | 11.2 | 35.3 |
| Net profit/loss for the period | 12.8 | 1.3 | -7.0 | 15.7 | -4.7 | -4.0 |
| Cash flow from operating activities | 27.7 | 21.1 | 51.2 | 63.6 | 41.8 | 77.7 |
| Working capital | -114.6 | -122.7 | -114.6 | -122.7 | -114.6 | -129.4 |
| Capital employed | 1,088.7 | 1,050.9 | 1,088.7 | 1,050.9 | 1,088.7 | 1,017.5 |
| Net debt | 402.1 | 582.3 | 402.1 | 582.3 | 402.1 | 603.9 |
| Net debt/EBITDA ratio | - | - | - | - | 3.0 | 4.3 |
| Return on capital employed, % | - | - | - | - | 1.7 | 4.3 |
| Equity/assets ratio, % | 45.2 | 30.0 | 45.2 | 30.0 | 45.2 | 28.5 |
| Return on equity, % | - | - | - | - | -0.9 | -1.1 |
| SEK million Segment |
Jul–Sep 2017 |
Jul–Sep 2016 |
Jan–Sep 2017 |
Jan–Sep 2016 |
Rolling 12 months |
Jan–Dec 2016 |
|---|---|---|---|---|---|---|
| Net sales, Nordics | 193.5 | 182.5 | 605.1 | 546.8 | 807.1 | 748.7 |
| Net sales, Germany | 15.7 | 13.1 | 46.8 | 38.8 | 61.3 | 53.3 |
| EBITDA, Nordics | 46.2 | 47.5 | 134.1 | 133.0 | 168.1 | 167.0 |
| EBITDA, Germany | 0.2 | 0.3 | 0.9 | 1.8 | -1.7 | -0.9 |
| EBITDA margin, Nordics, % | 23.9 | 26.0 | 22.2 | 24.3 | 20.8 | 22.3 |
| EBITDA margin, Germany, % | 1.5 | 2.5 | 2.0 | 4.6 | -2.7 | -1.6 |
| Central and local functions, excl. items affecting comparability |
26.1 | 25.6 | 82.4 | 74.8 | 112.5 | 104.8 |
| Central and local functions, excl. items affecting comparability in relation to net sales, % |
12.5 | 13.1 | 12.6 | 12.8 | 13.0 | 13.1 |
| ARPM, Nordics, SEK | 328 | 309 | 341 | 309 | 341 | 317 |
| ARPM, Germany, SEK | 282 | 263 | 284 | 264 | 284 | 269 |
| Total ARPM, SEK | 324 | 305 | 336 | 305 | 336 | 314 |
| Number of members at the end of the period, Nordics |
197,699 | 197,622 | 197,699 | 197,622 | 197,699 | 193,503 |
| Number of members at the end of the period, Germany |
18,402 | 16,339 | 18,402 | 16,339 | 18,402 | 17,477 |
| Total number of members at the end of the period |
216,101 | 213,961 | 216,101 | 213,961 | 216,101 | 210,980 |
| Number of clubs at the end of the period, Nordics |
148 | 145 | 148 | 145 | 148 | 146 |
| Number of clubs at the end of the period, Germany |
21 | 17 | 21 | 17 | 21 | 20 |
| Total number of clubs at the end of the period | 169 | 162 | 169 | 162 | 169 | 166 |
| Average number of full-time equivalent employees, Nordics |
608 | 589 | 627 | 592 | 632 | 601 |
| Average number of full-time equivalent employees, Germany |
100 | 91 | 100 | 85 | 100 | 90 |
| Average number of full-time equivalent employees, central support |
17 | 13 | 16 | 12 | 15 | 12 |
| Total average number of full-time equivalent employees |
725 | 692 | 742 | 689 | 747 | 703 |
| SEK Per share data |
Jul–Sep 2017 |
Jul–Sep 2016 |
Jan–Sep 2017 |
Jan–Sep 2016 |
Rolling 12 months |
Jan–Dec 2016 |
|---|---|---|---|---|---|---|
| Average number of shares, thousands | 15,897 | 1,583 | 10,845 | 1,583 | 8,504 | 1,583 |
| Average number of shares after dilution, thousands |
15,897 | 1,583 | 10,845 | 1,583 | 8,504 | 1,583 |
| Profit/loss per share | 0.80 | -6.23 | -1.86 | -11.16 | -6.00 | -30.63 |
| Profit/loss per share after dilution | 0.80 | -6.23 | -1.86 | -11.16 | -6.00 | -30.63 |
| Share price at the end of the period | 38.60 | n/a | 38.60 | n/a | n/a | n/a |
| SEK million Group |
2017 Q3 |
2017 Q2 |
2017 Q1 |
2016 Q4 |
2016 Q3 |
2016 Q2 |
|---|---|---|---|---|---|---|
| Net sales | 209.1 | 216.8 | 226.0 | 216.4 | 195.5 | 195.9 |
| Adjusted EBITDA | 39.0 | 35.0 | 36.3 | 25.7 | 40.6 | 39.3 |
| Adjusted EBITDA margin | 18.7 | 16.2 | 16.0 | 11.9 | 20.8 | 20.0 |
| Adjusted EBITA | 23.6 | 21.5 | 20.4 | 10.2 | 26.6 | 25.7 |
| Adjusted EBITA margin, % | 11.3 | 9.9 | 9.0 | 4.7 | 13.6 | 13.1 |
| EBIT | 17.7 | -0.4 | 4.2 | -10.3 | 9.4 | 16.6 |
| Net profit/loss for the period | 12.8 | -15.1 | -4.7 | -19.7 | 1.3 | 6.1 |
| Cash flow from operating activities | 27.7 | -7.5 | 31.0 | 14.0 | 21.1 | 11.0 |
| 2017 Q3 |
2017 Q2 |
2017 Q1 |
2016 Q4 |
2016 Q3 |
2016 Q2 |
|
|---|---|---|---|---|---|---|
| Net sales, Nordics | 193.5 | 201.0 | 210.7 | 201.9 | 182.5 | 183.0 |
| Net sales, Germany | 15.7 | 15.8 | 15.4 | 14.5 | 13.1 | 12.9 |
| EBITDA margin, Nordics, % | 23.9 | 21.0 | 21.7 | 16.8 | 26.0 | 23.9 |
| CLUB EBITDA Nordics | 62.2 | 57.2 | 64.4 | 54.8 | 63.6 | 59.3 |
| CLUB EBITDA margin Nordics, % | 32.1 | 28.4 | 30.6 | 27.2 | 34.8 | 32.4 |
| EBITDA margin, Germany, % | 1.5 | 4.6 | -0.2 | -18.1 | 2.5 | 6.6 |
| CLUB EBITDA Germany | 2.9 | 3.3 | 2.7 | 0.9 | 2.6 | 3.8 |
| CLUB EBITDA margin Germany, % | 18.8 | 20.9 | 17.5 | 6.4 | 19.6 | 29.2 |
| Central and local functions, excl. items affecting comparability |
26.1 | 25.4 | 30.8 | 30.1 | 25.6 | 23.8 |
| Central and local functions, excl. items affecting comparability in relation to net sales, % |
12.5 | 11.7 | 13.6 | 13.9 | 13.1 | 12.1 |
| ARPM, Nordics, SEK | 328 | 344 | 355 | 343 | 309 | 310 |
| ARPM, Germany, SEK | 282 | 284 | 283 | 286 | 263 | 260 |
| Total ARPM, SEK | 324 | 339 | 349 | 338 | 305 | 306 |
| Total number of members at the end of the period |
216,101 | 215,702 | 216,777 | 210,980 | 213,961 | 215,131 |
| Total number of clubs at the end of the period | 169 | 170 | 168 | 166 | 162 | 163 |
| SEK 000s NOTE |
Jul–Sep 2017 |
Jul–Sep 2016 |
Jan–Sep 2017 |
Jan–Sep 2016 |
Jan–Dec 2016 |
|---|---|---|---|---|---|
| Net sales | 209,130 | 195,547 | 651,961 | 585,576 | 802,004 |
| Other operating income | 6,460 | 6,258 | 21,165 | 21,191 | 27,935 |
| Total operating income | 215,590 | 201,805 | 673,126 | 606,767 | 829,939 |
| Operating expenses | |||||
| Goods for resale | -2,422 | -2,946 | -7,281 | -7,615 | -11,945 |
| Other external costs | -97,273 | -94,514 | -315,141 | -283,153 | -397,481 |
| Personnel costs | -75,473 | -78,938 | -264,825 | -224,265 | -316,369 |
| Depreciation, amortisation and impairment of tangible and intangible fixed assets |
-22,462 | -16,024 | -63,848 | -46,092 | -68,795 |
| Other operating expenses | -248 | – | -495 | – | – |
| EBIT | 17,713 | 9,383 | 21,537 | 45,642 | 35,349 |
| Financial income | 2,183 | 2,765 | 5,856 | 6,429 | 7,207 |
| Financial expenses | -6,694 | -10,035 | -36,849 | -31,199 | -43,912 |
| Financial net | -4,512 | -7,270 | -30,993 | -24,770 | -36,704 |
| Profit/loss before tax | 13,201 | 2,113 | -9,456 | 20,872 | -1,355 |
| Tax | -428 | -850 | 2,446 | -5,149 | -2,606 |
| Net profit/loss for the period | 12,774 | 1,263 | -7,010 | 15,722 | -3,961 |
| Profit/loss for the period attributable to: | |||||
| Parent Company shareholders | 12,774 | 1,263 | -7,010 | 15,722 | -3,961 |
| Earnings per share | |||||
| before dilution (SEK) 4 |
0.80 | -6.23 | -1.86 | -11.16 | -30.63 |
| after dilution (SEK) 4 |
0.80 | -6.23 | -1.86 | -11.16 | -30.63 |
| SEK 000s | NOTE | Jul–Sep 2017 |
Jul–Sep 2016 |
Jan–Sep 2017 |
Jan–Sep 2016 |
Jan–Dec 2016 |
|---|---|---|---|---|---|---|
| Net profit/loss for the period | 12,774 | 1,263 | -7,010 | 15,722 | -3,961 | |
| Other comprehensive income | ||||||
| Translation differences for the period on translation of foreign operations |
2,306 | 10,564 | -6,297 | 21,595 | 18,959 | |
| Other comprehensive income for the period | 2,306 | 10,564 | -6,297 | 21,595 | 18,959 | |
| Comprehensive income for the period | 15,080 | 11,827 | -13,307 | 37,317 | 14,998 | |
| Comprehensive income for the period attributable to: |
||||||
| Parent Company shareholders | 15,080 | 11,827 | -13,307 | 37,317 | 14,998 |
| SEK 000s | NOTE | 30 Sep 2017 | 30 Sep 2016 | 31 Dec 2016 |
|---|---|---|---|---|
| Assets | ||||
| Goodwill | 751,886 | 750,931 | 746,404 | |
| Other intangible fixed assets | 74,216 | 62,115 | 62,085 | |
| Tangible fixed assets | 319,151 | 310,303 | 321,814 | |
| Deferred tax assets | 14,307 | 6,906 | 4,462 | |
| Total fixed assets | 1,159,560 | 1,130,256 | 1,134,766 | |
| Inventories | 5,212 | 6,954 | 5,970 | |
| Tax receivables | 4,907 | – | – | |
| Accounts receivable | 31,487 5 |
29,449 | 32,032 | |
| Prepaid expenses and accrued income | 49,413 | 34,306 | 41,413 | |
| Other receivables | 13,931 | 4,789 | 14,425 | |
| Cash and cash equivalents | 79,092 | 81,775 | 49,057 | |
| Total current assets | 184,042 | 157,272 | 142,897 | |
| Total assets | 1,343,602 | 1,287,528 | 1,277,663 | |
| Equity | ||||
| Share capital | 753 | 52 | 500 | |
| Other capital contributed | 639,660 | 383,593 | 383,593 | |
| Reserves | -7,607 | 1,326 | -1,310 | |
| Retained profits including net income | -25,277 | 1,863 | -18,268 | |
| Equity attributable to Parent Company shareholders | 607,529 | 386,834 | 364,515 | |
| Total equity | 607,529 | 386,834 | 364,515 | |
| Liabilities | ||||
| Non-current interest-bearing liabilities | 462,780 | 612,270 | 596,691 | |
| Deferred tax liabilities | 35,381 | 38,421 | 36,870 | |
| Total non-current liabilities | 498,162 | 650,690 | 633,561 | |
| Current interest-bearing liabilities | 18,399 | 51,767 | 56,310 | |
| Accounts payable | 57,227 | 60,743 | 78,135 | |
| Tax liabilities | 4,060 | 2,736 | 1,021 | |
| Other liabilities | 16,510 | 24,294 | 7,739 | |
| Accrued expenses and deferred income | 141,717 | 110,464 | 136,381 | |
| Total current liabilities | 237,912 | 250,003 | 279,587 | |
| Total liabilities | 736,074 | 900,693 | 913,148 | |
| Total equity and liabilities | 1,343,602 | 1,287,528 | 1,277,663 |
| January to September 2016 SEK 000s |
Share cap ital |
Other capi tal contrib uted |
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 | ||
| Comprehensive income for the period | |||||||
| Net profit for the period | 15,722 | 15,722 | |||||
| Other comprehensive income for the period | 21,595 | 21,595 | |||||
| Comprehensive income for the period | – | – | 21,595 | 15,722 | 37,317 | ||
| Transactions with the Group's shareholders | |||||||
| Dividends paid | – | ||||||
| New share issue | – | ||||||
| Total transactions with the Group's shareholders | – | – | – | – | – | ||
| Closing equity, 30 Sep 2016 | 52 | 383,593 | 1,326 | 1,863 | 386,834 |
| Equity attributable to Parent Company shareholders | |||||||
|---|---|---|---|---|---|---|---|
| January to September 2017 SEK 000s |
Share cap ital |
Other capi tal contrib uted |
Translation reserve |
Retained earnings in cluding net income for the year |
Total | ||
| Opening equity, 1 Jan 2017 | 500 | 383,593 | -1,310 | -18,268 | 364,515 | ||
| Comprehensive income for the period | |||||||
| Net profit/loss for the period | -7,010 | -7,010 | |||||
| Other comprehensive income for the period | -6,297 | -6,297 | |||||
| Comprehensive income for the period | – | – | -6,297 | -7,010 | -13,306 | ||
| Transactions with the Group's shareholders | |||||||
| Dividends paid | – | ||||||
| New share issue | 253 | 256,067 | – | – | 256,320 | ||
| Total transactions with the Group's shareholders | 253 | 256,067 | – | – | 256,320 | ||
| Closing equity, 30 Sep 2017 | 753 | 639,660 | -7,607 | -25,277 | 607,529 |
The new issue amount reported net after deductions for issue costs and tax
| SEK 000s | Jul–Sep 2017 |
Jul–Sep 2016 |
Jan–Sep 2017 |
Jan–Sep 2016 |
Jan–Dec 2016 |
|---|---|---|---|---|---|
| Operating activities | |||||
| Profit/loss before tax | 13,201 | 2,113 | -9,456 | 20,872 | -1,355 |
| Adjustments for non-cash items | 29,195 | 15,471 | 82,670 | 45,340 | 69,167 |
| Income tax paid | -1,107 | -2,504 | -5,842 | -8,320 | -5,778 |
| Cash flow from operating activates before changes in working capital |
41,290 | 15,079 | 67,372 | 57,891 | 62,034 |
| Cash flow from changes in working capital | |||||
| Increase (-)/decrease (+) in inventory | -138 | 731 | 716 | -2,407 | -704 |
| Increase (-)/Decrease (+) in operating receivables | 2,910 | -6,371 | -6,519 | -998 | -21,558 |
| Increase (+)/Decrease (-) in operating liabilities | -16,383 | 11,657 | -10,365 | 9,142 | 37,887 |
| Cash flow from operating activities | 27,679 | 21,096 | 51,204 | 63,628 | 77,659 |
| Investing activities | |||||
| Purchase of tangible fixed assets | -17,866 | -14,686 | -50,860 | -35,677 | -66,839 |
| Investment contributions received | 1,916 | – | 5,916 | – | 2,000 |
| Purchase of intangible fixed assets | -6,328 | -2,257 | -18,218 | -25,094 | -32,021 |
| Acquisition of subsidiaries/operations, net liquidity effect | – | 2,187 | -26,521 | -60,025 | -60,269 |
| Cash flow from investing activities | -22,278 | -14,756 | -89,683 | -120,796 | -157,130 |
| Financing activities | |||||
| New share issue | – | – | 252,499 | – | – |
| Loans raised | 8,309 | 322 | 457,127 | 61,683 | 72,244 |
| Repayment of debt | – | – | -625,700 | -15,000 | -30,000 |
| Repayment of leasing debt | -5,950 | -5,074 | -15,382 | -14,033 | -20,582 |
| Cash flow from financing activities | 2,360 | -4,752 | 68,544 | 32,650 | 21,662 |
| Cash flow for the period | 7,761 | 1,587 | 30,065 | -24,518 | -57,808 |
| Cash and cash equivalents at the beginning of the period | 71,359 | 79,946 | 49,057 | 106,419 | 106,419 |
| Exchange-rate difference in cash and cash equivalents | -28 | 242 | -30 | -126 | 446 |
| Cash and cash equivalents at the end of the period | 79,092 | 81,775 | 79,092 | 81,775 | 49,057 |
| SEK 000s | Jul–Sep 2017 |
Jul–Sep 2016 |
Jan–Sep 2017 |
Jan–Sep 2016 |
Jan–Dec 2016 |
|---|---|---|---|---|---|
| Net sales | 61 | – | 10,552 | – | 1,546 |
| Operating expenses | |||||
| Other external costs | 1,632 | -869 | -9,699 | -869 | -7,832 |
| Personnel costs | -3,751 | – | -17,015 | – | -2,757 |
| Depreciation, amortisation and impairment of tangible and |
|||||
| intangible fixed assets | -19 | – | -19 | – | – |
| EBIT | -2,077 | -869 | -16,181 | -869 | -9,043 |
| Profit/loss from financial items: | |||||
| Other interest income and similar profit items | – | 199 | 0 | 674 | 674 |
| Interest expenses and similar loss items | -21 | -19 | -1,655 | -19 | -30 |
| Loss after financial items | -2,097 | -689 | -17,836 | -214 | -8,399 |
| Appropriations | – | – | – | – | 8,392 |
| Loss before tax | -2,097 | -689 | -17,836 | -214 | -6 |
| Tax | 105 | 105 | 3,565 | 0 | 0 |
| Net loss for the year* | -1,992 | -585 | -14,270 | -214 | -6 |
* Net profit/loss for the year corresponds to comprehensive income for the year for the Parent Company.
| SEK 000s | 30 Sep 2017 | 30 Sep 2016 | 31 Dec 2016 |
|---|---|---|---|
| Assets | |||
| Fixed assets | |||
| Intangible fixed assets | 117 | – | – |
| Financial fixed assets | |||
| Participations in Group companies | 794,803 | 540,979 | 540,979 |
| Deferred tax assets | 8,824 | – | 1,408 |
| Total financial fixed assets | 803,626 | 540,979 | 542,387 |
| Total fixed assets | 803,743 | 540,979 | 542,387 |
| Current assets | |||
| Current receivables | |||
| Receivables from Group companies | 3,887 | 17,932 | 27,407 |
| Other receivables | 295 | – | 308 |
| Prepaid expenses and accrued income | 506 | 27 | 2,906 |
| Total current receivables | 4,688 | 17,959 | 30,622 |
| Total current assets | 4,688 | 17,959 | 30,622 |
| Total assets | 808,431 | 558,938 | 573,009 |
| Equity and liabilities Equity |
|||
| Restricted equity | |||
| Share capital | 753 | 52 | 500 |
| Non-restricted equity | |||
| Premium reserve | 641,139 | 383,593 | 383,593 |
| Accumulated profit | 174,849 | 175,304 | 174,855 |
| Net loss for the period | -14,270 | -214 | -6 |
| Total equity | 802,471 | 558,734 | 558,942 |
| Current receivables | |||
| Accounts payable | 223 | 203 | 263 |
| Liabilities to Group companies | – | – | 2,625 |
| Current tax liabilities | 1,591 | – | 1,408 |
| Other liabilities | 189 | – | 141 |
| Accrued expenses and deferred income | 3,958 | – | 9,631 |
| Total current liabilities | 5,960 | 203 | 14,068 |
| Total equity and liabilities | 808,431 | 558,938 | 573,009 |
The Parent company Actic Group AB is a Swedish public limited-liability company, with corporate registration number 556895-3409. The company began operating in June 2012 and has its registered office in Solna, Sweden. This condensed consolidated interim report ("interim report") for the period ending 30 September 2017 encompasses the company and its subsidiaries, collectively referred to as the Group.
The Group operates some 169 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 approximately 30% are operated as separate gym facilities.
This condensed consolidated interim report was prepared in accordance with IAS 34 Interim Financial Reporting. The Group applied the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB), as adopted by the EU. The Group also applies relevant sections of the Swedish Annual Accounts Act and Swedish Financial Reporting Board's recommendation RFR 1 Supplementary Accounting Rules for Groups. The Parent Company applies RFR 2 Accounting for Legal Entities and the Swedish Annual Accounts Act.
The accounting policies and terms of calculation applied for the Group and the Parent Company are the same as those applied in the most recent Annual Report. New and amended IFRS and interpretations and amendments to RFR 2 and RFR 1 that came into effect for the 2017 financial year have not had any material impact on the financial statements of the Group or the Parent Company.
In addition to the financial statements and the notes to the financial statements, other sections of the interim report also contain disclosures in accordance with IAS 34.16A.
Disclosures regarding significant events after the balance-sheet date as well as information concerning seasonal variations and material risks and uncertainties are presented on page 11. Information regarding dividends to shareholders is provided in Note 5 on page 23.
In the preparation of an interim report, management is required to make judgements and estimates as well as assumptions that impact the application of the accounting policies and the amounts recognised with respect to assets, liabilities, revenue and expenses. The actual outcome may deviate from these estimates and judgements. The company's critical judgements and sources of uncertainty in estimates are the same as those reported in the most recent Annual Report.
During the period, a merger of shares was implemented in connection with the stock exchange listing. This merger implies that the number of shares declined, but the share capital is unchanged. Prior to the merger, the number of ordinary shares was 83,875,785, while after the merger, these totalled 1,582,561, of which 258,417 are Class A shares and 1,324,144 Class B shares. The weighted average number of shares was adjusted retroactively to reflect this.
A merger was also implemented for preference shares. Prior to the merger, the number of preference shares was 475,295,677, while after the merger these totalled 8,967,841.
In conjunction with the stock exchange listing, 8,967,841 preference shares outstanding and 258,417 Class B shares outstanding were converted to Class A ordinary shares. A new issue of 5,346,534 Class A shares was also conducted. The total outstanding number of shares following the above events amounts to 15,896,936 and these comprise Class A shares in their entirety. The conversion and the new issue are included in the weighted average number of shares as of 7 April 2017. None of these events was adjusted retroactively. The weighted average number of shares for the year calculated as of 30 September 2017 amounted to 10,844,804.
| SEK | Jul–Sep | Jul–Sep | Jan–Sep | Jan–Sep | Rolling 12 | Jan–Dec |
|---|---|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | months | 2016 | |
| Earnings per share before and after dilution | 0.80 | -6.23 | -1.86 | -11.16 | -6.00 | -30.63 |
| SEK 000s | Jul–Sep 2017 |
Jul–Sep 2016 |
Jan–Sep 2017 |
Jan–Sep 2016 |
Rolling 12 months |
Jan–Dec 2016 |
|---|---|---|---|---|---|---|
| Net profit/loss for the period attributable to | ||||||
| Parent Company shareholders | 12,774 | 1,263 | -7,010 | 15,772 | -26,693 | -3,961 |
| Interest on preference shares * | - | -11,129 | -13,194 | -33,388 | -24,324 | -44,517 |
| Earnings attributable to ordinary Parent Com pany shareholders, before and after dilution, |
||||||
| used in the calculation of earnings per share | 12,774 | -9,866 | -20,204 | -17,666 | -51,017 | -48,478 |
| Average number of shares, thousands | 15,897 | 1,583 | 10,845 | 1,583 | 8,504 | 1,583 |
* Funds received by the company in the form of subscription settlement for preference shares are calculated including interest. For further information, refer to the Annual Reports for 2015 and 2016.
| Number of shares after the transaction | Share capital | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Date | Event | Ordinary | Ordinary A | Ordinary B | Pref C1 | Pref C2 | Pref D1 | Pref D2 | Change | Total |
| 2012-06-05 New formation | 50,000 | – | – | – | – | – | – | 50,000 | 50,000 | |
| Merger | ||||||||||
| 2012-09-28 | 1 | – | – | – | – | – | – | 0 | 50,000 | |
| 2012-09-28 Split | 540,979,196 | – | – | – | – | – | – | 0 | 50,000 | |
| Change of share class |
||||||||||
| 2012-09-28 | 0 | 0 | 540,979,196 | 0 | 0 | 0 | 0 | 0 | 50,000 | |
| 2012-09-28 New share issue | – | 13,523,703 | 608,601,011 | 15,018,357 | 0 | 444,815,321 | 0 | 50,000 | 100,000 | |
| 2012-09-28 Reduction1) | – | 13,523,703 | 67,621,815 | 15,018,357 | 0 | 444,815,321 | 0 | -50,000 | 50,000 | |
| 2015-02-03 New share issue | – | 13,696,139 | 70,179,644 | 15,018,357 | 372,573 | 444,815,321 | 15,089,426 | 1,681 | 51,681 | |
| 2016-12-27 | Bonus issue | – | 13,696,139 | 70,179,644 | 15,018,357 | 372,573 | 444,815,321 | 15,089,426 | 448,319 500,000 | |
| Merger | ||||||||||
| 2017-03-21 | – | 258,417 | 1,324,144 | 283,365 | 7,029 | 8,392,741 | 284,706 | – 500,000 | ||
| 2017-04-06 Conversion | – 10,550,402 | – | – | – | – | – | – 500,000 | |||
| 2017-04-06 New share issue | – | 15,896,936 | – | – | – | – | – | 253,383 | 753,383 |
1) The reduction in the company's share capital was undertaken as part of the restructuring of the company's capital and share structure.
There are no potential ordinary shares that could give rise to a dilution effect, which means that earnings per share before and after dilution are the same. The number of ordinary shares outstanding on the balance-sheet date totalled 15,896,936 (31 Dec 2016: 83,875,785).
No dividend was approved or paid in 2016 or 2017.
Actic conducts operations in two operating segments:
| July to September | Nordics | Germany | Group-wide and eliminations |
Total Group | ||||
|---|---|---|---|---|---|---|---|---|
| SEK 000s | Jul–Sep 2017 |
Jul–Sep 2016 |
Jul–Sep 2017 |
Jul–Sep 2016 |
Jul–Sep 2017 |
Jul–Sep 2016 |
Jul–Sep 2017 |
Jul–Sep 2016 |
| Net sales | 193,461 | 182,494 | 15,669 | 13,054 | – | – | 209,130 | 195,547 |
| Other operating income | 6,983 | 5,922 | -562 | 56 | 39 | 280 | 6,460 | 6258 |
| Total operating income | 200,444 | 188,415 | 15,107 | 13,109 | 39 | 280 | 215,590 | 201,805 |
| EBITDA | 46,236 | 47,480 | 232 | 320 | -6,293 | -22,394 | 40,175 | 25,406 |
| Depreciation of tangible fixed assets |
– | – | – | – | -15,381 | -14,014 | -15,381 | -14,014 |
| EBITA | – | – | – | – | -21,674 | -36,408 | 24,794 | 11,393 |
| Amortisation of intangible fixed assets |
– | – | – | – | -7,081 | -2,011 | -7,081 | -2,011 |
| EBIT | – | – | – | – | -28,755 | -38,418 | 17,714 | 9,382 |
| Interest income | – | – | – | – | 2,183 | 2,766 | 2,183 | 2,766 |
Interest expenses – – – – -6,695 -10,035 -6,695 -10,035 Profit/loss before tax – – – – -33,267 -45,687 13,202 2,113
| January to September | Nordics | Germany | Group-wide and eliminations |
Total Group | ||||
|---|---|---|---|---|---|---|---|---|
| SEK 000s | Jan–Sep 2017 |
Jan–Sep 2016 |
Jan–Sep 2017 |
Jan–Sep 2016 |
Jan–Sep 2017 |
Jan–Sep 2016 |
Jan–Sep 2017 |
Jan–Sep 2016 |
| Net sales | 605,121 | 546,777 | 46,840 | 38,799 | – | – | 651,961 | 585,576 |
| Other operating income | 21,209 | 19,873 | -137 | 833 | 93 | 485 | 21,165 | 21,191 |
| Total operating income | 626,330 | 566,651 | 46,703 | 39,631 | 93 | 485 | 673,126 | 606,767 |
| EBITDA | 134,076 | 132,996 | 935 | 1,768 | -49,626 | -43,031 | 85,385 | 91,733 |
| Depreciation of tangible fixed assets |
– | – | – | – | -44,775 | -40,442 | -44,775 | -40,442 |
| EBITA | – | – | – | – | -94,401 | -83,474 | 40,610 | 51,291 |
| Amortisation of intangible fixed assets |
– | – | – | – | -19,073 | -5,650 | -19,073 | -5,650 |
| EBIT | – | – | – | – | -113,473 | -89,124 | 21,537 | 45,640 |
| Interest income | – | – | – | – | 5,856 | 6,429 | 5,856 | 6,429 |
| Interest expenses | – | – | – | – | -36,849 | -31,199 | -36,849 | -31,199 |
| Profit/loss before tax | – | – | – | – -144,466 | -113,894 | -9,456 | 20,870 |
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 20 million to the Group's net sales and just over SEK 6 million to EBITDA during the first nine months of the year. 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 8 million to EBITDA during the current financial year.
On 14 February 2017 Actic signed a contract for the acquisition of three facilities. The facilities were acquired through a so-called acquisition of assets and liabilities for a purchase consideration of SEK 26.5 million, which was paid in cash. There is no conditional purchase consideration.
| The acquired company's net assets on the acquisition date |
|
|---|---|
| Leases | 9,490 |
| Customer relationships | 7,583 |
| Tangible fixed assets | 8,251 |
| Other operating receivables | 443 |
| Accounts payable and other operating liabil ities |
-9,507 |
| Net identifiable assets and liabilities | 16,260 |
| Merger goodwill | 10,261 |
| Consideration paid | 26,521 |
The goodwill value mainly includes cost synergies, since the acquired operations will be able to utilise Actic's existing support functions instead of conducting its own administration. Actic also expects the acquisition to generate purchasing synergies, since the acquired operations will be able to utilise the central purchasing agreements in place within the Actic Group.
The acquisition is also expected to generate revenue synergies by strengthening the loyalty of the company's members, since Actic is able to offer a stronger product range in the region. The goodwill is expected to be tax-deductible.
Identified intangible fixed assets comprise leases and customer relationships. The useful life of these assets is between two and 13 years for leases and two years for customer relationships.
Acquisition-related costs amounted to SEK 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.
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 September 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 -1.1 million on 30 September 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 Sep 2017 |
30 Sep 2016 |
31 Dec 2016 |
|
|---|---|---|---|
| Fair value | – | 678 | 666 |
| Carrying amount | 478 | 664 | 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.
The nature and scope of the company's transactions with related parties has not changed materially compared with the information disclosed in the 2016 Annual Report.
During the second quarter, in conjunction with the stock exchange listing, 8,967,841 preference shares outstanding and 258,417 Class B shares outstanding were converted to Class A ordinary shares A. See also Note 4.
Certain information and analyses presented in this interim report include alternative performance measures not defined by IFRS. Along with comparable IFRS-defined performance measures, Actic considers this information to be useful for investors since
it provides a basis for measuring the company's operating income and its ability to repay liabilities and invest in its operations. Management uses these financial measures as well as the most directly comparable IFRS-defined financial measures in its assessment of the company's operating income and value creation. These alternative performance measures are not to be analysed in isolation from, or be viewed as a substitute for, the financial information presented in the financial statements in accordance with IFRS. The alternative performance measures reported by Actic are not necessarily comparable with similar measures presented by other companies.
The reconciliations presented in the tables below are to be read together with the definitions on page 30.
Organic growth is derived from total net sales as follows:
| SEK 000s | Jul–Sep 2017 | Growth, % | Jan–Sep 2017 | Growth, % |
|---|---|---|---|---|
| Net sales | 209,130 | 6.9 | 651,961 | 11.3 |
| Of which, organic growth | 6,650 | 3.4 | 28,418 | 4.9 |
| Of which, acquired growth | 6,933 | 3.5 | 37,967 | 6.5 |
| Organic growth exchange rate adjusted | 6,597 | 3.4 | 23,955 | 4.1 |
| Total growth | 13,583 | 6.9 | 66,386 | 11.3 |
| Currency effect | 53 | – | 4,464 | – |
Management is of the opinion that the operating profit measures of EBITA and EBITDA, adjusted for external costs attributable to acquisitions and disposals and listing-related expenses, provide useful information that enables investors to monitor and analyse the underlying earnings trend in the company and to create comparable income measures between the periods.
| SEK 000s | Jul–Sep 2017 |
Jul–Sep 2016 |
Jan–Sep 2017 |
Jan–Sep 2016 |
Rolling 12 months |
Jan–Dec 2016 |
|---|---|---|---|---|---|---|
| EBIT | 17,713 | 9,383 | 21,536 | 45,642 | 11,244 | 35,349 |
| Reversal of amortisation of intangible fixed assets |
7,081 | 2,011 | 19,073 | 5,650 | 26,293 | 12,870 |
| EBITA | 24,794 | 11,394 | 40,609 | 51,292 | 37,536 | 48,219 |
| Items affecting comparability | -1,160 | 15,179 | 24,917 | 23,937 | 38,177 | 37,197 |
| Adjusted EBITA | 23,634 | 26,573 | 65,526 | 75,229 | 75,713 | 85,416 |
| Reversal of depreciation of tangible fixed assets |
15,381 | 14,014 | 44,775 | 40,442 | 60,258 | 55,925 |
| Adjusted EBITDA | 39,015 | 40,587 | 110,302 | 115,671 | 135,971 | 141,341 |
| Net sales | 209,130 | 195,547 | 651,961 | 585,576 | 868,390 | 802,004 |
|---|---|---|---|---|---|---|
| Adjusted EBITA margin, % | 11.3 | 13.6 | 10.1 | 12.8 | 8.7 | 10.7 |
| Adjusted EBITDA margin, % | 18.7 | 20.8 | 16.9 | 19.8 | 15.7 | 17.6 |
| SEK 000s | Jul–Sep 2017 |
Jul–Sep 2016 |
Jan–Sep 2017 |
Jan–Sep 2016 |
Rolling 12 months |
Jan–Dec 2016 |
|---|---|---|---|---|---|---|
| Costs attributable to acquisitions and disposals | – | – | 718 | 1,688 | 1,116 | 2,086 |
| Listing-related expenses | -1,160 | 6,887 | 24,200 | 13,958 | 37,061 | 26,819 |
| VAT correction Norway | – | 8,292 | – | 8,292 | – | 8,292 |
| Total items affecting comparability | -1,160 | 15,179 | 24,917 | 23,937 | 38,177 | 37,197 |
| SEK 000s | Jul–Sep 2017 |
Jul–Sep 2016 |
Jan–Sep 2017 |
Jan–Sep 2016 |
Rolling 12 months |
Jan–Dec 2016 |
|---|---|---|---|---|---|---|
| Nordics | ||||||
| EBITDA, Nordics | 46,233 | 47,480 | 134,073 | 132,996 | 168,083 | 167,006 |
| Net sales, Nordics | 193,461 | 182,494 | 605,121 | 546,777 | 807,054 | 748,710 |
| EBITDA margin, Nordics, % | 23.9 | 26.0 | 22.2 | 24.3 | 20.8 | 22.3 |
| SEK 000s | Jul–Sep 2017 |
Jul–Sep 2016 |
Jan–Sep 2017 |
Jan–Sep 2016 |
Rolling 12 months |
Jan–Dec 2016 |
|---|---|---|---|---|---|---|
| Germany | ||||||
| EBITDA, Germany | 235 | 320 | 938 | 1,768 | -1,682 | -851 |
| Net sales, Germany | 15,669 | 13,054 | 46,840 | 38,799 | 61,336 | 53,294 |
| EBITDA margin, Germany, % | 1.5 | 2.5 | 2.0 | 4.6 | -2.7 | -1.6 |
Operating expenses not attributable to individual facilities. Expenses pertain to support functions in the form of site management, marketing, customer support, HR, finance, IT, Actic Academy, product development, establishments, service and Group management.
| SEK 000s | Jul–Sep 2017 |
Jul–Sep 2016 |
Jan–Sep 2017 |
Jan–Sep 2016 |
Rolling 12 months |
Jan–Dec 2016 |
|---|---|---|---|---|---|---|
| Total central and local functions | -24,939 | -40,733 | -107,338 | -98,687 | -150,686 | -142,035 |
| Costs attributable to acquisitions and disposals | – | – | 718 | 1,688 | 1,116 | 2,086 |
| Listing-related expenses | -1,160 | 6,887 | 24,200 | 13,958 | 37,061 | 26,819 |
| VAT correction Norway | – | 8,292 | – | 8,292 | – | 8,292 |
| Total central and local functions | ||||||
| excluding items affecting comparability | -26,099 | -25,554 | -82,421 | -74,750 | -112,509 | -104,839 |
| Net sales | 209,130 | 195,547 | 651,961 | 585,576 | 868,390 | 802,004 |
| Central and local costs excluding items affect ing comparability in relation to net sales, % |
12.5 | 13.1 | 12.6 | 12.8 | 13.0 | 13.1 |
| 30 June | 30 June | ||||||
|---|---|---|---|---|---|---|---|
| SEK 000s | 30 Sep 2017 | 2017 31 Mar 2017 31 Dec 2016 30 Sep 2016 | 2016 31 Mar 2016 | ||||
| Inventories | 5,212 | 5,092 | 5,882 | 5,970 | 6,954 | 7,591 | 5,568 |
| Tax receivables | 4,907 | 2,087 | 1,492 | – | – | – | – |
| Accounts receivable | 31,487 | 27,904 | 28,400 | 32,032 | 29,449 | 18,632 | 21,201 |
| Prepaid expenses | 49,413 | 47,766 | 43,843 | 41,413 | 34,306 | 31,797 | 31,085 |
| Other receivables | 13,931 | 17,924 | 14,215 | 14,425 | 4,789 | 9,612 | 9,860 |
| Accounts payable | -57,227 | -72,146 | -70,612 | -78,135 | -60,743 | -49,069 | -50,893 |
| Tax liabilities | -4,060 | -61 | -441 | -1,021 | -2,736 | -4,954 | -5,163 |
| Other liabilities | -16,510 | -13,176 | -14,670 | -7,739 | -24,294 | -15,514 | -21,345 |
| Accrued expenses and deferred | |||||||
| income | -141,717 | -142,258 | -155,133 | -136,381 | -110,464 | -117,482 | -113,351 |
| Total working capital | -114,563 | -126,869 | -147,025 | -129,436 | -122,738 | -119,388 | -123,038 |
| SEK 000s | Jul–Sep 2017 |
Jul–Sep 2016 |
Jan–Sep 2017 |
Jan–Sep 2016 |
Rolling 12 months |
Jan–Dec 2016 |
|---|---|---|---|---|---|---|
| Non-current interest-bearing liabilities | 462,780 | 612,270 | 462,780 | 612,270 | 462,780 | 596,691 |
| Current interest-bearing liabilities | 18,399 | 51,767 | 18,399 | 51,767 | 18,399 | 56,310 |
| Total interest-bearing liabilities | 481,179 | 664,037 | 481,179 | 664,037 | 481,179 | 653,001 |
| Cash and cash equivalents | -79,092 | -81,775 | -79,092 | -81,775 | -79,092 | -49,057 |
| Net debt | 402,087 | 582,262 | 402,087 | 582,262 | 402,087 | 603,944 |
| Adjusted EBITDA | 39,015 | 40,587 | 110,302 | 115,671 | 135,971 | 141,341 |
| Net debt/adjusted EBITDA ratio | - | - | - | - | 3.0 | 4.3 |
| SEK 000s | 30 Sep 2017 30 Sep 2016 | 31 Dec 2016 | |
|---|---|---|---|
| Equity attributable to Parent Company shareholders | 607,529 | 386,834 | 364,515 |
| Total assets | 1,343,602 | 1,287,528 | 1,277,663 |
| Equity/assets ratio, % | 45.2 | 30.0 | 28.5 |
| SEK 000s | Jul–Sep 2017 |
Jul–Sep 2016 |
Jan–Sep 2017 |
Jan–Sep 2016 |
Rolling 12 months |
Jan–Dec 2016 |
|---|---|---|---|---|---|---|
| Net profit/loss for the period | 12,774 | 1,263 | -7,010 | 15,722 | -26,694 | -3,961 |
| Equity attributable to Parent Company share holders (average) |
600,003 | 380,921 | 486,022 | 368,176 | 497,182 | 357,016 |
| Return on equity, % | -5.4 | -1.1 |
| SEK 000s | Jul–Sep 2017 |
Jul–Sep 2016 |
Jan–Sep 2017 |
Jan–Sep 2016 |
Rolling 12 months |
Jan–Dec 2016 |
|---|---|---|---|---|---|---|
| Net sales, Nordics, SEK 000s | 193,461 | 182,494 | 605,121 | 546,777 | 807,054 | 748,710 |
| Average number of members during the period, Nordics |
196,443 | 197,160 | 197,253 | 196,819 | 197,239 | 196,589 |
| ARPM, Nordics | 328 | 309 | 341 | 309 | 341 | 317 |
| Net sales, Germany, SEK 000s | 15,669 | 13,054 | 46,840 | 38,799 | 61,336 | 53,294 |
| Average number of members during the period, | ||||||
| Germany | 18,515 | 16,523 | 18,356 | 16,350 | 17,976 | 16,521 |
| ARPM, Germany | 282 | 263 | 284 | 264 | 284 | 269 |
| Net sales, SEK 000s | 209,130 | 195,547 | 651,961 | 585,576 | 868,390 | 802,004 |
| Average number of members during the period | 214,958 | 213,682 | 215,609 | 213,169 | 215,215 | 213,109 |
| Total ARPM | 324 | 305 | 336 | 305 | 336 | 314 |
To the Board of Directors of Actic Group AB (publ) Corp. id. 556895-3409
We have reviewed the summary interim financial information (interim report) of Actic Group AB (publ) as of 30 September 2017 and the nine-month period then ended. The Board of Directors and the Managing Director are responsible for the preparation and presentation of this interim report in accordance with IAS 34 and the Annual Accounts Act. Our responsibility is to express a conclusion on this interim report based on our review.
We conducted our review in accordance with International Standard on Review Engagements ISRE 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and other generally accepted auditing
practices and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the interim report is not prepared, in all material respects, for the Group in accordance with IAS 34 and the Annual Accounts Act, and for the Parent Company in accordance with the Annual Accounts Act.
Stockholm 13 November 2017
KPMG AB
Håkan Olsson Reising Authorized Public Accountant
| Year-end report Jan–Dec 2017 | 21 Feb 2018 |
|---|---|
| Interim report Jan–Mar 2018 | 15 May 2018 |
| 2018 Annual General Meeting | 15 May 2018 |
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.
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 income for the period divided by the average number of ordinary shares during the period before dilution.
Working capital Inventories, accounts receivable, prepaid expenses and accrued income and other receivables less accounts payable, tax liabilities (current), other liabilities and accrued expenses and deferred income.
Average revenue per member (ARPM) Net sales during the period in relation to the average number of members during the period divided by the number of months in the period. The average number of members is based on the number of members at the end of each month during the period.
Equity/assets ratio Equity as a percentage of total assets.
Full-service clubs Clubs where both the fitness club and the swimming facility are operated by Actic's own personnel.
Gym & Swim clubs Clubs where the fitness club is operated by Actic and the swimming facility is operated by an external partner.
HIT High-intensity training is a strength training method. The method is focused on short, high-intensity exercise. HIT prioritises high intensity and few repetitions with the aim of developing muscles as efficiently as possible.
In-house clubs Clubs where the fitness facility is operated by external personnel.
Cluster Geographic area with several Actic clubs located in close proximity to one another, forming a cluster.
Stand-alone clubs Clubs that exclusively operate fitness facilities.
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 169 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 net 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 Sweden AB Actic Norway AS Actic Fitness GmbH Actic Finland OY
E-mail: [email protected]
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