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Axactor SE — Interim / Quarterly Report 2016
Nov 10, 2016
3549_10-q_2016-11-10_96476f62-0c2e-49ad-88c5-263179f4be99.pdf
Interim / Quarterly Report
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Report
Q3 2016
November 25th 2016
Highlights
Third Quarter of 2016
- · Cash EBITDA is positive with SEK 1.5 million for the quarter.
- · On July 5 Axactor increased the existing loan facility and brought Nordea in as a second banking partner, thus increasing the existing facility from EUR 25 million up to EUR 50 million, with an additional EUR 50 million accordion option.
- · On August 1 Axactor acquired a 5th unsecured NPL portfolio in Spain. The portfolio was originally generated by a large Spanish consumer finance institution. The portfolio has an Open Balance (OB) of approximately € 565 million, with close to thirty thousand open accounts of individuals and SMEs.
- · On September 29 Axactor acquired another unsecured NPL portfolio originally generated by a large Italian Bank. The portfolio includes unsecured claims with a total Outstanding Balance (OB) of approximately EUR 59 million, with close to twenty thousand open accounts of individuals and SMEs. Acquisition cost for the portfolio was around 5% of the outstanding balance.
- · On September 29 Axactor acquired Altor Group in Germany. Altor has 200 employees, 44 NPL portfolios and a 3PC business with approximately EUR 1.0 billion under management. Axactor paid EUR 17.7 million for 100% of the shares in Altor Group. The transaction closed on September 30 and the purchase price was 100% settled in cash.
Key event after end of the report period
· On October 13 Axactor raised NOK 598 million in gross proceeds through a private placement of 230,000,000 new shares at a price of NOK 2.60 per share.
Statement by the CEO
With the acquisition of Altor Group in Germany Axactor is established in the 3 largest NPL markets in Europe, and our initial 2-year strategic objective has been accomplished within a time span of little more than 9 months. Our main priorities will now shift towards operational improvements and continued acquisition of NPL portfolios.
At the end of the quarter our year-to-date gross collections amounted to SEK 207 million, up from SEK 102 million at the end of the previous quarter. We saw a 103% growth in collection from our portfolios in Spain, and we have managed to produce a positive Cash EBITDA of SEK 1.5 million for the quarter isolated which for us is a major milestone.
The acquisition of 100% of Altor Group in Germany in Q3 was a significant strategic accomplishment for our company. As one of the largest European markets with an expected EUR 53bn NPL (private and SME sector) by the end of 2016, Germany is a key in Axactor's Pan-European growth strategy and an imperative to our ambition to become a leading player in the debt collection/debt purchase segment. The Altor Group represents a solid platform in Germany and this has instantly positioned Axactor well in the financial segment, enabling us to focus both on 3PC and portfolio acquisitions in Germany. The market for servicers and debt collection agencies is currently consolidating, and I consider this a perfect timing to enter the German market.
During the quarter we have acquired another 2 NPL portfolios. In Spain we bought a portfolio with OB of EYUR 565 million while we in Italy purchased a smaller portfolio with OB of EUR 59 million. Including the NPL portfolios which came with the Altor acquisition, Axactor now has a total of 72 NPL portfolios with a combined OB of EUR 3.1 billion.
Yet again investors have shown that they believe in our ability to deploy CAPEX, grow the business and generate value for the shareholders. We were very pleased with the response to the private placement which Axactor did on October 13. We issued 230 million new shares at NOK 2.60 per share which gave gross proceeds of NOK 598 million with a repair issue of 50 million shares planned to take place last half of November.
I continue to be optimistic about the NPL market opportunities in Europe, from both a short and long term view. In addition to our portfolios acquisition and operational improvement focus, we will be considering entry points in to new geographical areas in Europe in 2017.
«Axactor is a new and ambitious company, with no legacy, focusing on building a dynamic and pan-European organization»
Endre Rangnes, CEO
Key Figures Axactor AB (group)
| SEK million | Q3 2016 | Q2 2016 | Q1 2016 | 31.12.2015 |
|---|---|---|---|---|
| Gross Revenue | 105.3 | 72.3 | 29.4 | 4.4 |
| Net Revenue | 101.7 | 64.4 | 27.9 | 4.4 |
| EBITDA | -7.2 | -31.5 | -10.5 | -30.6 |
| Cash EBITDA 1) | 1.5 | -19.3 | -6.8 | - |
| Normalized EBITDA 2) | -1.9 | -14.4 | -10.3 | - |
| Depreciation and Amortization (excl. Portfolio Amortization) | -9.0 | -6.7 | -2.5 | -0.8 |
| Net Financial Items | 1.9 | 8.8 | -2.7 | -29.9 |
| Tax | -5.8 | 3.5 | 0.8 | - |
| Net Result | -20.0 | -25.8 | -14.9 | -61.3 |
| Cash and Cash Equivalents at end of Period | 328.5 | 332.5 | 185.8 | 372.4 |
| Acquired NPL portfolios during the Period | 335.1 3) | 348.4 3) | 255.4 | - |
| Book Value of NPL portfolios at end of Period | 950.7 4) | 594.3 4) | 250.7 | - |
| Gross Collection on Debt Portfolios during the quarter | 37.7 5) | 12.9 5) | 8.9 | - |
| Estimated Remaining Collection (ERC) at end of Period | 2,486.0 | 1,290.0 | 579.0 | - |
| Interest Bearing Debt at end of Period | 814.7 7) | 348.4 6) | - | - |
| Number of Employees (FTE) at end of Period | 900 | 702 | 187 | 105 |
1) Cash EBITDA is adjusted for calculated cost of share option program and portfolio amortizations.
2) Defined as EBITDA adjusted for non-recurring items.
3) Includes portfolios on the balance sheet of CS Union and Altor at the time of acquisition.
4) Includes portfolios in CS Union and Altor per balance sheet date.
5) Excluding collections on CS Union portfolios in Q2 and Altor portfolios in Q3.
6) Includes SEK 210 million in bank debt in CS Union.
7) Includes SEK 127,3 million in bank debt in Altor. This amount is planned to be refinanced with the DNB/Nordea facility during Q4.
Background
Axactor AB is a newly established European credit management services company with an initial focus on Spain, Germany, Italy and the Nordic countries.
The company is domiciled in Sweden and listed in Norway at the Oslo Stock Exchange with ticker "AXA". The number of shareholders amounts to some 8,170 and management is located in Oslo.
In Spain, Axactor owns 100% of the subsidiary ALD Abogados SL ("ALD"), which is one of the leaders in the Spanish legal debt collection market covering nearly all regions of this country. In April 2016 Axactor bought 100% of the shares in Geslico, a company that offers a fully integrated debt collection service for both secured and unsecured non-performing loans in Spain.
In Norway, Axactor acquired 100% of the shares in the IKAS group of companies in March 2016. The company was renamed Axactor Norway in August 2016 and is one of Norway's most reputable suppliers of invoice administration and debt collection with regional offices throughout Norway.
In Italy Axactor owns 90% of CS Union which employs approximately 100 people within credit management activities and has acquired 22 NBPL portfolios with a combined open balance of of EUR 565 million. The remaining 10% of the shares in CS Union continue to be owned by Banca Sistema which in addition to Board representation in CS Union also provides attractive portfolio financing as well as access to the Italian NPL market.
Axactor acquired Altor Group in Germany in September 2016. Altor has been in business for more than 30 years and currently has 200 employees, 44 NPL portfolios and a 3PC business with approximately EUR 1.0 billion under management. Altor has head office in Heidelberg, Germany.
Financial Review
General remarks to the Q3 financial review
The Consolidated Balance Sheet in this report covers all entities including Altor Group. The Consolidated Profit and Loss statement includes all entities except Altor group which will be included in the Q4 report with a full quarter of trading.
Revenues and earnings
Third quarter gross revenue was MSEK 105.3 (MSEK 0.0), where MSEK 37,7 came from collections on own portfolios (NPL) and MSEK 67.6 came from third party collection (3PC). The NPL revenue is up by 192% compared to Q2-16 and the growth is driven by a 103% growth in collection on own portfolios in Spain while collection on Italian NPLs accounted for MSEK 11.5 for the quarter (CS Union was consolidated in the PL for the first time in Q3). Amortization on Portfolios is calculated using the Effective Interest Method for each of the portfolios and amounts to MSEK -3.6 for the period. The growth in 3PC revenue was 14% compared to Q2 and reflects summer months with a somewhat lower activity level.
Operating earnings (EBITDA) are negative by MSEK 7.2 (-1.7) for the quarter. However, Cash EBITDA for the quarter is positive by MSEK 1.5 (Cash EBITDA is calculated as EBITDA adjusted for non-cash items (portfolio amortizations and calculated cost according to IFRS for the share option program). EBITDA adjusted for non-recurring items for the quarter is MSEK -1.9.
Depreciation and Amortization excluding portfolio amortization was MSEK -9.0 (0.0) and is primarily related to depreciation of intangible fixed assets pertaining to the company acquisitions made in Spain, Italy and Norway over the last 10 months.
Earnings per share for the quarter is negative SEK 0.02. This compares to SEK -0.05 for same period last year.
Net financial items
Net financial items for the quarter amounted to MSEK 1.9 (-3.1). The net item consists of currency exchange gains in the amount of MSEK 9,3 while interest expenses for the period was MSEK 6.6.
Cash flow, Investments and Financing
Cash flow from operations amounted to MSEK -46.2 (-4.2) in the third quarter, and the decrease compared to Q2-2015 is due to higher operating cost in the build-up phase of the credit management capabilities of the organization as well as cost related to M&A activities during the period. In addition to settlement of taxes payables.
The company invested MSEK 85.7 in NPL portfolios and another MSEK 169.5 for 100% of the equity in Altor Group in Germany. Total cash flow from investing activities was MSEK 276.8.
Total cash flow from financing activities amounted to MSEK 319.0 (0.0) mainly consisting of MSEK 343.2 in net borrowings, where draw down under the DNB/Nordea credit facility amounted to MSEK 276.4 and another MSEK 66.8 was borrowed from regional banks in Italy to finance the purchase of our first Italian portfolio since we acquired CS Union. At the end of the quarter cash and cash equivalents was MSEK 328.5 (MSEK 50.8).
Equity Position
At the end of second quarter 2016 total equity for the Group is MSEK 1 037.3 (70.8) giving an equity ratio at the end of the reporting period of 48.5%.
Parent Company
The Parent Company's business activity is to manage the Group's operations. The result after tax for third quarter 2016 ended at MSEK 14.1 (MSEK –4.4).
Outlook
Going forward the key focus will be on operational improvements which will increase productivity and improve the cost base. We will continue to acquire small and medium sized NPL portfolios in all countries in which we operate. As we now have managed to fulfil our strategic intention geographically, we will reduce the corporate M&A but continue to stay alert to possibilities for entry points in new countries in Europe.
Events after the end of the reporting period
On October 13 Axactor raised NOK 598 million in gross proceeds through a private placement of 230,000,000 new shares at a price per share of NOK 2.60.
Oslo, November 9, 2016 The Board of Directors,
Axactor AB (publ), Hovslagargatan 5B, bottom floor, 111 48 STOCHOLM, Sweden www.axactor.com [email protected]
Consolidated Statement of Profit and Loss
| For the quarter end | YTD | |||||
|---|---|---|---|---|---|---|
| SEK thousand | Note | 30 Sep 2016 |
30 Sep 2015 |
30 Sep 2016 |
30 Sep 2015 |
Full year 2015 |
| Continued operations | ||||||
| Income | 105,301 | - | 206,974 | - | 4,437 | |
| Amortization of debt portfolios | -3,595 | - | -12,920 | - | - | |
| Net revenue | 101,705 | - | 194,054 | - | 4,437 | |
| Operating expenses | -55,330 | -1,550 | -133,325 | -4,053 | -29,940 | |
| Personnel expenses | -53,559 | -182 | -109,929 | -182 | -5,089 | |
| EBITDA | -7,183 | -1,732 | -49,200 | -4,235 | -30,592 | |
| Amortization and depreciation | -8,989 | - | -18,124 | - | -837 | |
| EBIT | -16,172 | -1,732 | -67,324 | -4,235 | -31,429 | |
| Financial revenue | 3 | 7,079 | - | 28,444 | 92 | 329 |
| Financial expenses | 3 | -5,167 | -3,125 | -20,415 | -3,559 | -30,218 |
| Net financial items | 1,913 | -3,125 | 8,030 | -3,467 | -29,889 | |
| Profit/(loss) before tax | -14,260 | -4,857 | -59,295 | -7,702 | -61,318 | |
| Tax expense | -5,763 | - | -1,479 | - | - | |
| Net profit/(loss) from continued operations | -20,022 | -4,857 | -60,773 | -7,702 | -61,318 | |
| Result from discontinued operations | - | 36 | - | -82,204 | -105,288 | |
| Net profit/(loss) to minority interest | - | - | - | -30 | - | |
| Net profit/(loss) to equity holders | -20,022 | -4,821 | -60,773 | -89,936 | -166,606 | |
| Earnings per share: basic | -0.02 | -0.05 | -0.08 | -0.08 | -0.46 | |
| Earnings per share: diluted | -0.02 | - | -0.07 | - | - | |
| Earnings per share incl discontinued | - | -0.05 | - | -0.99 | -1.25 |
Consolidated Statement of Comprehensive Profit and Loss
| For the quarter end | YTD | ||||
|---|---|---|---|---|---|
| SEK thousand | 30 Sep 2016 |
30 Sep 2015 |
30 Sep 2016 |
30 Sep 2015 |
Full year 2015 |
| Net profit/(loss) | -20,022 | -4,821 | -60,773 | -89,936 | -166,606 |
| Foreign currency translation differences - foreign operations |
29,312 | - | 26,432 | - | -96 |
| Other comprehensive income/ (loss) for the period | 29,312 | - | 26,432 | - | -166,702 |
| Total comprehensive income for the period attributable to: | 9,290 | -4,821 | -34,341 | -89,936 | -166,702 |
| Equity holders of the parent company | 9,290 | -4,821 | -34,341 | -89,906 | -166,702 |
| Non-Controlling interests | - | - | - | -30 | - |
Interim Consolidated Statement of Financial Position
| SEK thousand | Note | 30 Sep 2016 |
30 Sep 2015 |
31 Dec 2015 |
|---|---|---|---|---|
| ASSETS | ||||
| Intangible non-current assets | ||||
| Intangible assets | 164,500 | - | 45,103 | |
| Mineral interests | - | 31,742 | - | |
| Goodwill | 492,136 | - | 124,467 | |
| Deferred tax asset | 4,633 | - | - | |
| Tangible non-current assets | ||||
| Property, Plant and equipment | 31,899 | 448 | 549 | |
| Financial non-current assets | ||||
| Purchased debt portifolios | 950,750 | - | - | |
| Other long term receivables | 21,578 | 52 | - | |
| Other long term investments | 1,091 | 359 | 267 | |
| Total non-current assets | 1,666,587 | 32,601 | 170,386 | |
| Current assets | ||||
| Current receivables | 59,945 | 453 | 58,284 | |
| Other current assets | 84,815 | 130 | 3,760 | |
| Restricted cash | 5 | 20,223 | - | 4,000 |
| Cash and cash equivalents | 308,303 | 50,765 | 368,375 | |
| Total current assets | 473,287 | 51,348 | 434,419 | |
| TOTAL ASSETS | 2,139,874 | 83,949 | 604,805 |
Interim Consolidated Statement of Financial Position
| SEK thousand | Note | 30 Sep 2016 |
30 Sep 2015 |
31 Dec 2015 |
|---|---|---|---|---|
| EQUITY AND LIABILITIES | ||||
| Equity attributable to equity holders of the parent | ||||
| Share Capital | 473,244 | 45,405 | 298,307 | |
| Other paid-in equity | 1,884,121 | 1,256,648 | 1,468,788 | |
| Retained earnings and profit for the period | -1,346,421 | -1,231,282 | -1,290,103 | |
| Reserves | 26,336 | - | -96 | |
| Non-controlling interests | - | 73 | - | |
| Total equity | 1,037,281 | 70,844 | 476,992 | |
| Non-current liabilities | ||||
| Non-current interest bearing debt | 5 | 732,768 | - | - |
| Convertible loan | - | 5,000 | 5,000 | |
| Deferred tax liabilities | 68,781 | - | 11,357 | |
| Other non-current liabilities | 37,977 | - | 500 | |
| Total non-current liabilities | 839,525 | 5,000 | 16,857 | |
| Current liabilities | ||||
| Accounts payables | 67,845 | 1,346 | 12,420 | |
| Current portion of non-current borrowings | 5 | 81,932 | 4,000 | - |
| Taxes Payable | 6,391 | - | 9,963 | |
| Other current liabilities | 106,900 | 2,759 | 88,573 | |
| Total current liabilities | 263,068 | 8,105 | 110,956 | |
| TOTAL EQUITY AND LIABILITIES | 2,139,874 | 83,949 | 604,805 |
Interim Consolidated Statement of Cash Flow
| For the quarter end | YTD | |||||
|---|---|---|---|---|---|---|
| SEK thousand | Note | 30 Sep 2016 |
30 Sep 2015 |
30 Sep 2016 |
30 Sep 2015 |
Full year 2015 |
| Operating actitvities | ||||||
| Profit before tax | -14,260 | -4,822 | -59,295 | -89,936 | -166,606 | |
| Taxes paid | -13,567 | - | -17,336 | - | - | |
| Finance income and expense | -1,913 | - | -13,444 | - | - | |
| Amortization of debt portfolios | 3,595 | - | 12,920 | - | - | |
| Depreciation and amortization | 8,989 | 20 | 18,124 | 88 | 973 | |
| Impairment losses on intangible assets | - | - | - | 82,000 | 104,310 | |
| Calculated cost of employee share options | 4,359 | - | 10,897 | - | - | |
| Loss from sold companies | - | - | - | 9,532 | ||
| Working capital changes | -33,362 | 606 | -37,415 | -802 | 10,350 | |
| Net cash flows operating activities | -46,159 | -4,196 | -85,549 | -8,650 | -41,441 | |
| Investing actitvities | ||||||
| Purchase of debt portfolios | -85,725 | - | -399,609 | - | - | |
| Investment in subsidiary (Geslico, Spain) | 7 | - | - | -18,548 | - | - |
| Investment in subsidiary (IKAS, Norway) | 7 | -5,058 | - | -203,529 | - | - |
| Investment in subsidiary (CS Union, Italy) | 7 | - | - | -55,181 | - | - |
| Investment in subsidiary (Altor, Germany) | 7 | -169,524 | - | -169,524 | - | - |
| Purchase of intangible and tangible assets | -16,602 | - | -18,230 | -2,087 | - | |
| Purchase of financial assets | - | - | - | -82,691 | ||
| Interest received | 68 | - | 169 | - | - | |
| Net cash flows investing activities | -276,841 | - | -864,452 | -2,087 | -82,691 | |
| Financing actitvities | ||||||
| Proceeds from borrowings | 5 | 343,204 | - | 479,302 | - | - |
| Repayment of debt | -9,398 | - | -14,398 | - | -1,099 | |
| Interest paid | -2,438 | - | -4,248 | - | - | |
| Loan fees paid | -12,344 | - | -14,136 | - | - | |
| Proceeds from share issue | - | - | 478,305 | - | 460,386 | |
| Share issue costs | - | - | -18,671 | - | -24,281 | |
| Net cash flows financing activities | 319,024 | - | 906,154 | - | 435,006 | |
| Net change in cash and cash equivalents | -3,976 | -4,196 | -43,847 | -10,737 | 310,874 | |
| Cash and cash equivalents at the beginning of period | 332,504 | 54,961 | 372,375 | 61,502 | 61,501 | |
| Cash and cash equivalents at end of period | 328,528 | 50,765 | 328,528 | 50,765 | 372,375 |
Interim Consolidated Statement of Changes in Equity
| Equity related to the shareholders of the Parent Company | |||||||
|---|---|---|---|---|---|---|---|
| SEK thousand | Share capital |
Retained earnings Other paid Exchange and profit in capital differences for the year Total |
Non controlling interest |
Total Equity |
|||
| Closing balance on 31 December 2014 | 45,405 | 1,256,648 | - | -1,141,415 | 160,637 | 157 | 160,794 |
| Balance on 1 January 2015 | 45,405 | 1,256,648 | - | -1,141,415 | 160,637 | 157 | 160,794 |
| Net result for the period | - | - | -89,906 | -89,906 | -30 | -89,936 | |
| Total comprehensive result for the period | - | - | - | -89,906 | -89,906 | -30 | -89,936 |
| Other transactions | - | - | - | 39 | 39 | -54 | -15 |
| Closing balance on 30 September 2015 | 45,405 | 1,256,648 | - | -1,231,282 | 70,770 | 74 | 70,844 |
| Net result for the period | - | - | - | -76,739 | -76,739 | - | -76,739 |
| Comprehensive loss for the period | - | - | -96 | - | -96 | - | -96 |
| Total comprehensive result | - | - | -96 | -76,739 | -76,835 | - | -76,835 |
| New share issues | 252,902 | 253,503 | - | - | 506,405 | - | 506,405 |
| Costs related to fund-raising | - | -24,280 | - | - | -24,280 | - | -24,280 |
| Reclassification | - | -17,070 | - | 17,070 | - | - | - |
| Sale of subsidiaries | - | - | - | 945 | 945 | -75 | 870 |
| Other transactions | - | -13 | - | - | -13 | - | -13 |
| Closing balance on 31 December 2015 | 298,307 | 1,468,788 | -96 | -1,290,006 | 476,992 | 0 | 476,992 |
| Balance on 1 January 2016 | 298,307 | 1,468,788 | -96 | -1,290,006 | 476,992 | 0 | 476,992 |
| Net result for the period | - | - | - | -60,773 | -60,773 | - | -60,773 |
| Comprehensive loss for the period | - | - | 26,432 | - | 26,432 | - | 26,432 |
| Total comprehensive result for the period | - | - | 26,432 | -60,773 | -34,341 | - | -34,341 |
| New share issues, February | 29,800 | 74,630 | - | - | 104,430 | - | 104,430 |
| New Share issues, May | 110,200 | 263,675 | - | - | 373,875 | - | 373,875 |
| Acquisition subsidiary, IKAS group | 24,517 | 62,377 | - | - | 86,894 | - | 86,894 |
| Acquisition subsidiary, CS Union 1) | 10,420 | 26,785 | - | - | 37,205 | - | 37,205 |
| Costs related to fund-raising | - | -18,671 | - | - | -18,671 | - | -18,671 |
| Share based payment | - | 10,897 | - | - | 10,897 | - | 10,897 |
| Closing balance on 30 September 2016 | 473,244 | 1,888,481 | 26,336 | -1,350,779 | 1,037,281 | - | 1,037,281 |
Parent Company Income Statement
| For the quarter end | YTD | |||||
|---|---|---|---|---|---|---|
| SEK thousand | Note | 30 Sep 2016 |
30 Sep 2015 |
30 Sep 2016 |
30 Sep 2015 |
Full year 2015 |
| Other operating income | - | - | 10,264 | - | - | |
| Operating expenses | -26,454 | -1,314 | -46,957 | -3,877 | -24,740 | |
| Personell expences | - | - | - | - | - | |
| EBITDA | -26,454 | -1,314 | -36,693 | -3,877 | -24,740 | |
| Amortization and depreciation | - | - | - | -142,735 | -160,799 | |
| EBIT | -26,454 | -1,314 | -36,693 | -146,612 | -185,539 | |
| Financial revenue | 42,652 | - | 70,752 | 87 | 1,665 | |
| Financial expenses | -2,098 | -3,125 | -5,040 | -3,557 | -20,883 | |
| Net financial items | 40,555 | -3,125 | 65,713 | -3,470 | -19,218 | |
| Profit/(loss) before tax | 14,100 | -4,439 | 29,019 | -150,082 | -204,757 | |
| Tax expense | - | - | - | - | - | |
| Net profit/(loss) to equity holders | 14,100 | -4,439 | 29,019 | -150,082 | -204,757 |
Parent Company Balance Sheet
| SEK thousand | Note | 30 Sep 2016 |
30 Sep 2015 |
31 Dec 2015 |
|---|---|---|---|---|
| ASSETS | ||||
| Intangible non-current assets | ||||
| Shares in subsidiaries | 408,786 | 24,662 | 2,185 | |
| Loans to group companies | 605,579 | 3,030 | 366,360 | |
| Other long-term receivables | 105 | - | - | |
| Total non-current assets | 1,014,470 | 27,692 | 368,545 | |
| Current assets | ||||
| Short-term intercompany receivables | 22,623 | - | - | |
| Other current assets | 710 | 498 | 1,801 | |
| Restricted cash | 5 | 4,000 | - | 4,000 |
| Cash and cash equivalents | 97,056 | 50,549 | 138,948 | |
| Total current assets | 124,389 | 51,047 | 144,749 | |
| TOTAL ASSETS | 1,138,860 | 78,739 | 513,294 | |
| SHAREHOLDERS' EQUITY | ||||
| Restricted equity | ||||
| Share Capital | 473,244 | 45,405 | 298,307 | |
| Statutory reserve | 2,300 | 2,300 | 2,300 | |
| Total restricted equity | 475,544 | 47,705 | 300,607 | |
| Non-restricted equity | ||||
| Share premium reserve | 1,888,477 | 1,239,565 | 1,468,788 | |
| Retained earnings | -1,275,969 | -1,071,213 | -1,071,212 | |
| Result for the period | 29,019 | -150,082 | -204,757 | |
| Total non-restricted equity | 641,528 | 18,270 | 192,819 | |
| TOTAL SHAREHOLDERS' EQUITY | 1,117,072 | 65,975 | 493,425 | |
| LIABILITIES | ||||
| Non-current liabilities | ||||
| Convertible loan | - | 5,000 | 5,000 | |
| Other long term liabilities | 7 | 13,060 | - | - |
| Total non-current liabilities | 13,060 | 5,000 | 5,000 | |
| Current liabilities | ||||
| Accounts payables | 1,557 | 1,324 | 5,972 | |
| Short-term intercompany liabilities | - | - | - | |
| Other current liabilities | 7,171 | 6,440 | 8,897 | |
| Total current liabilities | 8,728 | 7,764 | 14,869 | |
| TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES | 1,138,860 | 78,739 | 513,294 |
Parent Company Consolidated Statement of Changes in Equity
| Restricted Equity | Non-restricted Equity | |||||||
|---|---|---|---|---|---|---|---|---|
| SEK thousand | Share capital | Statutory reserve |
Share premium reserve |
Retained earnings |
Result of the period |
Total Equity |
||
| Opening balance on January 1, 2015 | 45,405 | 2,300 | 1,239,565 | -1,030,070 | -41,142 | 216,057 | ||
| Transfer of prior year's net result | - | - | - | -41,142 | 41,142 | - | ||
| Result of the period | - | - | - | - | -150,082 | -150,082 | ||
| Closing balance on 30 June 2015 | 45,405 | 2,300 | 1,239,565 | -1,071,212 | -150,082 | 65,975 | ||
| Balance on 1, July 2015 | 45,405 | 2,300 | 1,239,565 | -1,071,212 | -150,082 | 65,975 | ||
| Costs related to fund-raising | - | - | -24,280 | - | - | -24,280 | ||
| New share issues | 252,902 | - | 253,503 | - | - | 506,405 | ||
| Result for the period | - | - | - | - | -54,675 | -54,675 | ||
| Closing balance on 31 December 2015 | 298,307 | 2,300 | 1,468,788 | -1,071,212 | -204,757 | 493,425 | ||
| Balance on January 1, 2016 | 298,307 | 2,300 | 1,468,788 | -1,071,212 | -204,757 | 493,425 | ||
| Transfer of prior years net result | - | - | - | -204,757 | 204,757 | 0 | ||
| New share issues, February | 29,800 | - | 74,630 | - | - | 104,430 | ||
| New Share issues, May | 110,200 | - | 263,675 | - | - | 373,875 | ||
| Acquisition subsidiary, IKAS group | 24,517 | - | 62,377 | - | - | 86,894 | ||
| Acquisition subsidiary, CS Union | 10,420 | - | 26,785 | - | - | 37,205 | ||
| Costs related to fund-raising | - | - | -18,671 | - | - | -18,671 | ||
| Share based payment | - | - | 10,893 | - | - | 10,893 | ||
| Result of the period | - | - | - | 29,019 | 29,019 | |||
| Closing balance on 30 September 2016 | 473,244 | 2,300 | 1,888,477 | -1,275,969 | 29,019 | 1,117,072 |
Key Ratios and Share Data for the Consolidated Group
| SEK thousand | 30.09.2016 | 30.09.2015 | 2015 | 2014 | 2013 | 2012 | |
|---|---|---|---|---|---|---|---|
| Number of outstanding shares at beginning of reporting period 2) |
Number | 946,488,769 | 90,809,360 | 90,809,360 | 18,174,922 | 18,174,922 | 51,928,350 |
| New share issue | Number | 0 | - | 505,805,000 | 72,634,438 | - | 129,820,875 |
| Number of outstanding shares at the end of reporting period 1) and 2) |
Number | 946,488,769 | 90,809,360 | 596,614,360 | 90,809,360 | 18,174,922 | 181,749,225 |
| Average number of shares 3) | Number | 771,766,073 | 90,809,360 | 133,687,416 | 29,804,775 | 18,174,922 | 140,846,758 |
| Operating result, for continued operations | TSEK | -67,324 | -4,235 | -31,429 | -11,046 | -21,437 | -24,645 |
| Result after tax | TSEK | -60,773 | -89,936 | -166,606 | -45,986 | -110,088 | -121,490 |
| Operating result per share | SEK | -0.09 | -0.05 | -0.23 | -1.38 | -1.21 | -0.17 |
| Result after financial items per share | SEK | -0.08 | -0.99 | -0.46 | -1.38 | -8.47 | -1.07 |
| Result per share after tax | SEK | -0.08 | -0.99 | -1.25 | -1.54 | -6.06 | -0.86 |
| Shareholders equity per share before dilution 2) | SEK | 1.34 | -0.08 | 0.80 | 1.77 | 6.87 | 1.34 |
| Dividend 4) | TSEK | - | - | - | 568 | - | - |
| Price per share at the end of reporting period | NOK | 2.49 | 0.64 | 2.00 | 1.42 | 3 1) | 0.45 |
1) A reversed share split of 1:10 was conducted on December 13, 2013.
2) Share issue of 20,840,820 new shares were sent to the Swedish Company register (Bolagsverket) on June, 28. Formal registration in the Company register on July 8, 2016.
3) The average number of shares during the 12 m period 2013 has been adjusted for the reversed split as from the beginning of the year.
4) Total dividend in TSEK. Not per share.
Notes to the Financial Report
Note 1 Accounting principles
This interim report has been prepared in accordance with IAS 34 and recommendation RFR 1 of the Swedish Financial Reporting Board (RFR), and recommendation RFR 2 and the Annual Accounts Act with regard to the Parent Company. The accounting principles applied correspond to those
described in the Annual Report for the Financial Year 2015. This interim report does not contain all of the information and disclosures available in the annual report and the interim report should be read together with the Annual Report for the Financial Year 2015.
Note 2 Risks and uncertainties
The operations of Axactor involve certain significant risks, including but not limited to credit risk, foreign exchange risk and political risk. For a complete discussion of the aforementioned risks, refer to the Company's Annual Report for the
Financial Year 2015, which is available on the Axactor website, www.axactor.com. In addition, a detailed risk factor account is given in the various issue prospectuses published and available at Axactor's website.
Note 3 Financial items
Financial revenue
| Quarter ended | Year to date | ||||
|---|---|---|---|---|---|
| SEK thousand | 30.09.2016 | 30.09.2015 | 30.09.2016 30.09.2015 |
31.12.2015 | |
| Interest on bank deposits | 73 | - | 174 | - | - |
| Exchange gains | 7,006 | - | 28,270 | 92 | 162 |
| Sale of group company | - | - | - | - | 167 |
| Total financial revenue | 7,079 | - | 28,444 | 92 | 329 |
| Financial expenses | |||||
| Sale of group company | - | - | - | - | -9,532 |
| Interest expenses on borrowings | -6,596 | -173 | -8,977 | -580 | -747 |
| Exchange losses | 2,321 | -2,954 | -10,546 | -2979 | -19,939 |
| Other financial expenses | -891 | -891 | - | - | |
| Total financial expenses | -5,166 | -3,127 | -20,414 | -3559 | -30,218 |
| Net finance | 1,913 | -3,127 | 8,030 | -3,467 | -29,889 |
Note 4 Segment reporting
30 Sep 2016
| Collecting activities | Unallocated | Total Continued operation |
Discontinued operations |
Total | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| SEK thousand | Quarter ended |
YTD | Quarter ended |
YTD | Quarter ended |
YTD | Quarter ended |
YTD | Quarter ended |
YTD |
| Net revenue | 101,705 | 194,054 | - | - | 101,705 | 194,054 | - | - | 101,705 | 194,054 |
| EBITDA | -7,183 | -49,200 | - | - | -7,183 | -49,200 | - | - | -7,183 | -49,200 |
| Depreciation and amortization | -8,989 | -18,124 | - | - | -8,989 | -18,124 | - | - | -8,989 | -18,124 |
| Financial items | 1,913 | 8,030 | - | - | 1,913 | 8,030 | - | - | 1,913 | 8,030 |
| Result before tax | -14,260 | -59,295 | - | - | -14,260 | -59,295 | - | - | -14,260 | -59,295 |
| Non-Current assets | - 1,666,587 | - | - | - 1,666,587 | - | - | - 1,666,587 | |||
| Current assets | - | 473,285 | - | - | - | 473,287 | - | - | - | 473,287 |
| Non-current liabilities | - | 839,525 | - | - | - | 839,525 | - | - | - | 839,525 |
| Current liabilities | - | 263,068 | - | - | - | 263,068 | - | - | - | 263,068 |
30 Sep 2015
| SEK thousand | Collecting activities | Unallocated | Total Continued operation |
Discontinued operations |
Total | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Quarter ended |
YTD | Quarter ended |
YTD | Quarter ended |
YTD | Quarter ended |
YTD | Quarter ended |
YTD | |
| Net revenue | - | - | - | - | - | - | 40 | 40 | 40 | 40 |
| EBITDA | - | - | -1,732 | -4,235 | -1,732 | -4,235 | -4 | -176 | -1,736 | -4,411 |
| Depreciation and amortization | - | - | - | - | - | - | - | -82,068 | - | -82,068 |
| Financial items | - | - | -3,125 | -3,467 | -3,125 | -3,467 | - | - | -3,125 | -3,467 |
| Result before tax | - | - | -4,857 | -7,702 | -4,857 | -7,702 | 36 | -82,204 | -4,821 | -89,906 |
| Non-Current assets | - | - | - | - | - | - | - | 32,601 | - | 32,601 |
| Current assets | - | - | - | 51,047 | - | 51,047 | - | - | - | 51,047 |
| Non-current liabilities | - | - | - | 5,000 | - | 5,000 | - | - | - | 5,000 |
| Current liabilities | - | - | - | 7,764 | - | 7,764 | - | - | - | 7,764 |
Note 5 Loans and Borrowings
| Carrying | Year of | ||||
|---|---|---|---|---|---|
| SEK thousand | Currency | Interest rate | Face value | amount | maturity |
| Balance at 1 January 2016 | SEK | 5,000 | 2016 | ||
| New issues | |||||
| DnB/NORDEA | NOK | Nibor 4% | TNOK 135.000 | 143,799 | 2019 |
| DnB/NORDEA | EUR | EURIBOR 4% | EUR 28.700 | 276,438 | 2019 |
| Italy 1) | EUR | EURIBOR + 2% -3,5% | €6.932 k | 66,766 | 2016-2022 |
| Loan through acquisition of subsidiaries | |||||
| Spain | EUR | 4 % | €326 k | 3,141 | 2017 |
| Italy 1) | EUR | EURIBOR + 2% -3,5% | €22.550 k | 217,193 | 2016-2022 |
| Norway | NOK | 3 % - 5,95% | TNOK 680 | 678 | 2017-2020 |
| Germany 2) | EUR | EURIBOR + 3% -8,45% | €13.218 | 127,314 | - |
| Repayments | |||||
| Convertible loan By Norrlandsfonden | -5,000 | ||||
| Norway | NOK | TNOK 680 | -678 | ||
| Italy | EUR | €905 k | -7,968 | ||
| Other movements | |||||
| Capitalized loan fees | -14,142 | ||||
| Amortizied loan fees on loans | 2,159 | ||||
| Balance at 30 Sep 2016 | 814,700 |
1) Relates to different facilities and draw downs with an interest between EURIBOR + 2% - 3,5%.
2) Relates to different facilities and draw downs with an interest between EURIBOR 3% - 8,45%. To be refinanced through the EUR 50 million recurring credit facility (RCF) with DnB/Nordea.
As of 30 September 2016, the Company had long-term loan of NOK 135 million relating to the financing of the IKAS acquisition, EUR 18 million relating to the Altor acquisition and EUR 10,7 million relating to purchase of the Spanish Portfolios. (The loans were drawn under the EUR 50 million with DNB and Nordea entered as a banking partner with DnB). The RCF is a 3 years facility. Axactor AB and several other of the group companies are guarantors under the facility agreement. In addtion the bank(s) have a pledge in shares in all daughter companies except from the Italian subsidiaries which are kept outside of the RCF "ring fence)
| SEK thousand | 30.09.2016 | 31.12.2015 |
|---|---|---|
| Pledeged bankaccounts | 4,000 | 4,000 |
Note 6 Related party transactions
The following related party transactions were recorded in the third quarter of 2016:
Wistrand Law firm in Gothenburg has been one of Axactor's legal advisors regarding the acquisition of ALD in Spain and the various share issues including the prospectus filing and other operating issues. In third quarter Wistrand has invoiced TSEK 324 (Total TSEK 1.504 for 2016). Per Dalemo, Axactor's Board Director, is employed by Wistrand Law firm, but has not been part of the legal team extending services to Axactor.
The above mentioned transactions were made on "arms' length" basis, and on market based terms.
Note 7 Preliminary acquisition analysis
Axactor has during the last twelve months acquired shares in the below companies and consequently controls the subsidiaries from the date of acquisition. In the purchase price allocations (PPA), the assets and liabilities of the companies have been measured at the estimated fair value at the acquisition dates.
The preliminary purchase price allocation identified fair value adjustments on intangible assets like customer relations, databases, off market contracts, goodwill and deferred tax liabilities/assets. The residual value of the purchase price will be allocated to goodwill.
SEK thousand
| Company | ALD Abogados SL | Geslico SA | IKAS Group | CS Union S.t.A. | Altor Group |
|---|---|---|---|---|---|
| Date of acquisition | Dec 10, 2015 | May 5, 2016 | April 1, 2016 | June 22, 2016 | Sep 30, 2016 |
| Acquired part of company | 100 % | 100 % | 100 % | 90 % 1) | 100 % |
| Purchase price | 188,432 | 18,548 | 285,366 | 92,387 | 169,552 |
| - whereof cash consideration | 142,757 | 18,548 | 198,472 | 55,182 | 169,552 |
| - whereof share consideration | 45,675 | - | 86,894 | 37,205 | - |
| - in addition Put/Call option liability | - | - | - | 12,653 1) | - |
| An earn-out component is included in the purchase price | |||||
| amounting to: | 51,407 | 0 | 0 | 0 | 0 |
| ASSETS | |||||
| Non-current assets | |||||
| Intangible assets | |||||
| Deferred tax assets | - | 718 | - | 1,504 | - |
| Customer Relationship | 37,791 | - | 61,036 | 8,315 | 13,119 |
| Database | 7,637 | - | 12,963 | 3,570 | 10,938 |
| Other intangible fixed assets | 33 | 3,466 | - | 3,321 | 1,817 |
| Off market contracts | - | - | - | 8,399 | - |
| Goodwill | 124,467 | - | 216,146 | 64,171 | 59,946 |
| Tangible assets | |||||
| Plant and machinery | 299 | 6,560 | 8,149 | 3,101 | 4,309 |
| Long term financial assets | |||||
| Purchased debt | - | - | - | 285,513 | 249,381 |
| Other long-term receivables | 63 | 846 | 690 | 7,772 | 11,352 |
| Other long-term investments | - | - | 1,275 | - | - |
| Total non-current assets | 170,290 | 11,590 | 300,259 | 385,666 | 350,862 |
| Current assets | |||||
| Current receivables | 63,381 | 16,684 | 6,173 | 9,082 | 6,291 |
| Other current assets | - | 5,339 | 870 | 5,398 | 20,637 |
| Cash & cash equivalents | 10,779 | 6,036 | 35,590 | 4,507 | 9,198 |
| Total current assets | 74,160 | 28,059 | 42,633 | 18,986 | 36,126 |
| Total Assets | 244,450 | 39,649 | 342,892 | 404,652 | 386,988 |
| Non-current liabilities | |||||
| Long-term interest bearing debt | 498 | 4,684 | 595 | 210,430 | 127,314 |
| Deferred tax liabilities | 11,357 | - | 17,167 | 5,578 | 32,250 |
| Other long-term liabilities | - | 11 | 206 | 10,452 | 11,203 |
| Total non-current liabilities | 11,855 | 4,695 | 17,968 | 226,460 | 170,767 |
| Current liabilities | |||||
| Trade payables | - | 9,201 | 4,131 | 52,242 | 3,359 |
| Tax liabilities | - | - | 6,870 | - | - |
| Other short-term liabilities | 44,163 | 4,223 | 22,871 | 14,420 | 43,340 |
| Other public duties payable | - | 2,982 | 6,297 | 7,710 | - |
| Total current liabilities | 44,163 | 16,406 | 40,168 | 74,372 | 46,699 |
| Total Net assets | 188,432 | 18,548 | 284,755 | 103,819 | 169,522 |
| Net sales 2015 | 92,876 | 125,777 | 95370 | 76,267 | 195,949 |
| Profit 2015 | 22,969 | -36,247 | 23793 | 8,888 | -6,558 |
1) Axactor acquired 90% of CS Union with a put/call clause that gives the seller the right to sell the shares to Axactor, and Axactor the right to buy the shares from the seller at certain dates in the future if certain events occur.
As the terms of the put/call options are identical, this effectively according to IFRS, gives Axactor a present ownership interest of 100%.Axactor will therefore not account for a non-controlling interest but will account for the acquisition on a 100% basis.
Note 8 Top 30 shareholders
| Name | Holding of shares |
Ownership % |
|---|---|---|
| TVENGE, TORSTEIN | 42,500,000 | 4.5% |
| ARCTIC FUNDS PLC | 38,237,195 | 4.0% |
| SOLAN CAPITAL AS 1) | 36,000,000 | 3.8% |
| SWEDBANK GENERATOR | 25,762,056 | 2.7% |
| VERDIPAPIRFONDET ALFRED BERG NORGE | 24,918,370 | 2.6% |
| SKANDINAVISKA ENSKILDA BANKEN S.A. | 24,848,159 | 2.6% |
| VERDIPAPIRFONDET HANDELSBANKEN | 24,651,801 | 2.6% |
| LOPEZ SANCHEZ, ANDRES 2) | 22,902,500 | 2.4% |
| MARTIN IBEAS, DAVID 3) | 22,902,500 | 2.4% |
| NOMURA INTERNATIONAL PLC | 22,550,096 | 2.4% |
| VERDIPAPIRFONDET ALFRED BERG GAMBA | 22,420,426 | 2.4% |
| DNB NOR MARKETS | 22,389,465 | 2.4% |
| GVEPSEBORG AS | 20,364,945 | 2.2% |
| SPENCER TRADING INC | 20,000,000 | 2.1% |
| STATOIL PENSJON | 18,344,092 | 1.9% |
| ELTEK HOLDING AS | 17,600,000 | 1.9% |
| NORDNET LIVSFORSIKRING AS | 15,333,140 | 1.6% |
| STOREBRAND VEKST | 15,157,615 | 1.6% |
| MOHN | 14,290,013 | 1.5% |
| FURUSET KJØPESENTER HOLDING AS | 13,900,000 | 1.5% |
| VERDIPAPIRFONDET DNB SMB | 13,846,144 | 1.5% |
| CIPRIANO AS 4) | 13,650,000 | 1.4% |
| ALPETTE AS 5) | 12,550,000 | 1.3% |
| JPMORGAN CHASE BANK, N.A., LONDON | 11,055,645 | 1.2% |
| DELPHI NORGE | 10,000,000 | 1.1% |
| LATINO INVEST AS 6) | 9,500,000 | 1.0% |
| ELENA AS 7) | 8,914,019 | 0.9% |
| VARDFJELL AS 8) | 8,914,019 | 0.9% |
| VERDIPAPIRFONDET STOREBRAND OPTIMA | 8,773,492 | 0.9% |
| VERDIPAPIRFONDET ALFRED BERG AKTIV | 8,060,518 | 0.9% |
| Total 20 largest shareholders | 570,336,210 | 60.3% |
| Other shareholders | 376,152,559 | 39.7% |
| Total number of shares | 946,488,769 | 100.0% |
| Total number of shareholders | 8,170 |
1) Solan Capital is controlled by Gunnar Hvammen, member of the Board of Directors in Axactor AB.
2) Andres Lopez Sanchez is a member of the Axactor Spain management team and former owner of ALD, Spain.
3) David Martin Ibeas is a member of the Axactor Spain management team and former owner of ALD, Spain.
4) Cipriano is controlled by Einar J. Greve who is the Chairman of the Board of Axactor AB.
5) Alpette is controlled by Endre Rangnes who is the CEO of Axactor AB.
6) Latino Invest AS is controlled by Johnny Tsolis who is a member of the executive management team of Axactor AB.
7) Elena AS is controlled by Tor Olaf Bekkevold who is member of the IKAS Norway management team and former owner of IKAS.
8) Vardfjell AS is controlled by Frode Reiersrud who is member of the IKAS Norway management team and former owner of IKAS.
Financial year 2016
| Quarterly Report - Q1 | 27.05.2016 |
|---|---|
| Quarterly Report - Q2 | 24.08.2016 |
| Quarterly Report - Q3 | 25.11.2016 |
| Quarterly Report - Q4 | 28.02.2017 |
| Annual General meeting | 26.05.2016 |
| Annual Report | 21.04.2016 |
Contact details
Axactor AB (publ) Hovslagargatan 5B, bottom floor 111 48 STOCHOLM Sweden
Telephone: +46 8 402 28 00 [email protected] www.axactor.com
The shares of Axactor AB (publ.) are listed on the Oslo Stock Exchange, ticker symbol AXA.
Cautionary Statement: Statements and assumptions made in this document with respect to Axactor AB's ("Axactor") current plans, estimates, strategies and beliefs, and other statements that are not historical facts, are forward-looking statements about the future performance of Axactor. Forward-looking statements include, but are not limited to, those using words such as "may", "might", "seeks", "expects", "anticipates", "estimates", "believes", "projects", "plans", strategy", "forecast" and similar expressions. These statements reflect management's expectations and assumptions in light of currently available information. They are subject to a number of risks and uncertainties, including, but not limited to, (i) changes in the economic, regulatory and political environments in the countries where Axactor operates; (ii) changes relating to the statistic information available in respect of the various debt collection projects undertaken; (iii) Axactor's continued ability to secure enough financing to carry on its operations as a going concern; (iv) the success of its potential partners, ventures and alliances, if any; (v) currency exchange rate fluctuations between the SEK and the currencies in other countries where Axactor or its subsidiaries operate. In the light of the risks and uncertainties involved in the debt collection business, the actual results could differ materially from those presented and forecast in this document. Axactor assumes no unconditional obligation to immediately update any such statements and/or forecasts.