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Crayon Group Holding Interim / Quarterly Report 2016

Feb 10, 2017

3573_rns_2017-02-10_a1ff5a2e-6906-4b84-b9ed-f2a20928da6e.pdf

Interim / Quarterly Report

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CRAYON GROUP HOLDING AS FINANCIAL REPORT Q4 2016

Management commentary – Q4 2016 / YTD December 2016

Fourth quarter 2016 marked a strong finish to the year with organic revenue and EBITDA increase of 18% and 17% compared to same period the previous year, respectively. During 2016, Crayon continued to pursue its "SAM first – Cloud first" strategy, which was manifested through a year-on-year ("YoY") gross profit growth of 46% for business area Software Asset Management (SAM) and a global "best-in-class" cloud mix of more than 45% of products sold been categorized as cloud products within the Software business (+12 pp. compared to end of 2015). The strong results in these areas demonstrate that return on investments are starting to materialize. Similarly, Crayon has over the last years invested significantly, financed over the P&L, in establishing a global position which in FY 2016 had a negative EBITDA2 impact of approximately MNOK 77. Going forward, Crayon expects to see positive contributions from these markets in 2017 and beyond. Towards the end of 2016, Crayon covered ~80% of the global addressable market and no additional market entries are planned.

Crayon has a proven, robust and scalable business model, demonstrated by strong growth and profitability in core markets; For the full year 2016, the Nordics3 delivered a YoY gross profit growth of 11% while at the same time improving the combined EBITDA by approximately 16% compared to FY 2015. Furthermore, the Nordics have a large and stable customer base, with c.30% of gross profit being contractually recurring. The strong performance in the Nordics is largely explained by a mature organization that optimizes the use of Crayon IP & tools to deliver high quality services to customers.

Financial performance outside the Nordics continued to improve in 2016, with the exception of Start-ups 20156 and US which were still in a start-up phase. Growth Markets4 and Start-ups 20145 improved its EBITDA2 in 2016 with MNOK 4 and 17 compared to FY 2015, respectively. Significant investments were made in US during 2016 (negative EBITDA2 impact of MNOK 44), fueled by a strong commercial momentum and customer interest. Current investment rate is substantially reduced as a strong team is right sized and the business model is established (demonstrated by first month with positive EBITDA in December 2016 in the US). There is a strong strategic rationale behind Crayon's geographic expansion plan, which was further reinforced in 2016 through several international customer wins, strengthened vendor positioning and improved economies of scale.

During the last couple of years, Crayon has made significant investments in developing cloud IP & capabilities, e.g., self-provisioning portal, automating SAM and cloud services. As a result, Crayon is now leading the cloud transformation in the global software market with a cloud mix that is 1.4x better than peers. Furthermore, Crayon has invested in and introduced hyper scalable indirect business models that allow partners to more effectively provision and administrate cloud services to their end-customers. As these business models are recurring by nature (typically monthly invoicing), significant recurring business is expected going forward.

During 2016, Crayon also implemented a set of comprehensive cost leadership and working capital programs to improve the company's profitability and cash situation. These group-wide programs are expected to yield an annual cost savings of MNOK 30-40 and continue to improve the working capital position. In July 2017, Crayon's existing MNOK 650 senior secured bond matures, and the company and its owners are confident that refinancing will be secured in full within maturity of the bond.

Financials

Q4 2016

The underlying gross profit growth in Q4 2016 was strong across all markets and business segments, totalling up to gross profit in Q4 2016 of MNOK 332.5 vs. MNOK 324.0 in Q4 2015, i.e. +3% YoY. However, when adjusting for one-offs related to intercompany eliminations in Q4 2015, YoY gross profit growth was around +10% on like for like basis. Gross profit growth YoY in Q4 2016 from a geographical perspective was primarily driven by:

1) Established Nordic Markets3 grew from MNOK 207.0 in Q4 2015 to MNOK 226.7 in Q4 2016, i.e. +9% YoY.

2) Growth Markets4 had a negative gross profit growth from MNOK 55.2 in Q4 2015 to MNOK 49.6 in Q4 2016, i.e. -10% YoY. The YoY decline in Q4 was mainly driven by the German subsidiary (MNOK ~6 YoY gross profit decline) as some licensing deals were pushed into q1 2017.

3) Start-ups 20145grew from MNOK 10.1 in Q4 2015 to MNOK 15.6 in Q4 2016, i.e. +54% YoY.

4) Start-ups 2015 excl. US6 grew from MNOK 1.5 in Q4 2015 to MNOK 3.2 in Q4 2016, i.e. +116% YoY.

5) US (incl. Anglepoint) grew from MNOK 26.9 in Q4 2015 to MNOK 30.7 in Q4 2016, i.e. +14% YoY.

Q4 2016 EBITDA2 was MNOK 63.6 compared to MNOK 54.3 in Q3 2015 (MNOK +9.4, or +17.3% YoY). The YoY decrease in Q4 2016 EBITDA was primarily driven by:

1) Decreased profitability among the Growth Markets4 . EBITDA decreased from MNOK 6.5 in Q4 2015 to MNOK 4.5 in Q4 2016, driven by the German subsidiary (MNOK 4.6 YoY decline) as some licensing deals were pushed into q1 2017.

2) Increased investments in Start-ups 2015 excl. US6 . EBITDA decreased from MNOK -3.9 in Q4 2015 to MNOK -5.4 Q4 2016.

The above negative Q4 YoY drivers were more than offset by:

1) Increased profitability in the Established Nordics Markets3 , growing EBITDA from MNOK 72.7 in Q4 2015 to MNOK 83.8 Q4 2016.

2) Increased profitability in Start-ups 20145 , growing EBITDA from MNOK -8.6 in Q4 2015 to MNOK -3.3 in Q4 2016. The positive YoY development is in line with historical vintage development of new countries signifying the future embedded EBITDA among the relatively new markets entered.

3) Increased profitability in the US (incl. Anglepoint), growing EBITDA from MNOK -4.3 in Q4 2015 to MNOK -3.3 Q4 2016.

The US experienced a very strong finish of the year, with encouraging Q4 and December 2016 EBITDA results with MNOK -3.3 and +2.2, respectively (first month with positive EBITDA in US combined). In wake of weak trading YTD September 2016, several initiatives were put in motion in the US. About 25% of the workforce were terminated and stringent cost focus and savings plan are put in place. These initiates have now started to materialize in terms or reduced cost base. On the commercial side, both Crayon US and Anglepoint experience a very strong commercial momentum which will yield improved results in 2017.

YTD Dec. / FY 2016

Gross profit growth for FY2016 was strong across all markets and business segments, growing from MNOK 914.9 FY 2015 to MNOK 1,128.4 FY 2016, i.e. +23% YoY and +16% YoY pro-forma adjusted1 . From a geographical perspective, the newly established markets (Start-ups 20145 and 20156 ) are growing fastest, while the Established Nordic Markets3 continue to show strong double digit growth numbers which underpins Crayon's unique offering and go to market model across all markets independent of maturity. Gross profit growth from FY 2015 to FY 2016 from a geographical perspective was primarily driven by:

1) Established Nordic3 Markets grew from MNOK 684.0 FY 2015 to MNOK 757.7 FY 2016, i.e. +11% YoY.

2) Growth Markets4 grew from MNOK 167.5 FY 2015 to MNOK 182.8 FY 2016, i.e. +9% YoY.

3) Start-ups 20145grew from MNOK 35.0 FY 2015 to MNOK 60.4 FY 2016, i.e. +72% YoY.

4) Start-ups 2015 excl. US6 grew from MNOK 1.8 FY 2015 to MNOK 10.3 FY 2016, i.e. +470% YoY.

5) US (incl. Anglepoint) grew from MNOK 88.71 FY 2015 to MNOK 100.7 FY 2016, i.e., +13%1 .

FY 2016 EBITDA2 was MNOK 105.2 compared to MNOK 113.7 FY 2015 (MNOK -8.6 or -8% YoY). The YoY decrease was primarily driven by: 1) Increased investments in the US (incl. Anglepoint), reducing EBITDA from MNOK 10.41 FY 2015 to MNOK -44.0 FY 2016. 2) Increased investments Start-ups 2015 excl. US6 , reducing EBITDA from MNOK -9.7 FY 2015 to MNOK -21.2 FY 2016. 3) Increased HQ costs driven by IP and structural capital investments, reducing EBITDA from MNOK -21.2 FY 2015 to MNOK -25.3 FY

The above negative YoY EBITDA drivers were partially offset by the following:

1) Increased profitability in the Established Nordics Markets3 , growing EBITDA from MNOK 176.8 FY 2015 to MNOK 204.4 FY 2016.

2) Increased profitability in Growth Markets4 , growing EBITDA from MNOK -1.1 FY 2015 to MNOK 3.1 FY 2016.

3) Increased profitability in Start-ups 20145 , growing EBITDA from MNOK -26.7 FY 2015 to MNOK -9.4 FY 2016. The positive YoY development is in line with historical vintage development of new countries signifying the future embedded EBITDA among the relatively new markets entered.

Business areas - Review

2016.

For FY 2016, all business areas demonstrated a positive YTD gross profit growth, where SAM (+46%), licensing (+24%) and XSP7 (+17%) showed the largest YoY growth. Consulting experienced a gross profit growth of +6% YoY, driven by both Cloud and Solution consulting. Cloud consulting grew its gross profit from MNOK 125.3 in FY 2015 to MNOK 130.8 FY 2016 (+4% YoY), while Solution consulting grew its gross profit from MNOK 159.7 in FY 2015 to MNOK 170.4 FY 2016 (+7% YoY).

Balance sheet items

Working capital is seasonal, yet fairly predictable through the year with a seasonal pattern of working capital build up in q1 and q3 and unwinding of working capital in q2 and q4. Over the last 36 months, trade working capital (incl. public duties) has on average increased with MNOK ~20 per year driven by gross profit growth and changed product mix, yet partly offset via other working capital levers. During 2016 the Company has increased its focus on working capital management, which has continued to yield positive results, and the Company will continue to focus on optimizing the working capital level.

The net cash position as of 31 December 2016 was MNOK 227.9 compared to MNOK 236.3 at the beginning of the year, and MNOK 23.4 as of end Q3 2016. Cash conversion from operations in FY 2016 corresponds to 133% of EBITDA2 which signify the Company's strong cash generation from operations.

Net interest bearing debt incl. Anglepoint's interest bearing promissory note, as of end December 2016 was MNOK 451.7 (excluding restricted cash), corresponding to a leverage ratio of 3.66x EBITDA8 . The Company had headroom with regards to its bank covenants.

1 Pro-forma adjusted for the Anglepoint acquisition

2 Excluding non-recurring costs

3 Norway, Sweden, Finland, Denmark and Iceland

4 Germany, France, UK and Middle East

5 Newly established markets with inception point in 2014 (e.g. Austria, Netherlands, India, Malaysia and Singapore)

6 Newly established markets (excl. US) with inception point in 2015 (e.g. Spain, Portugal and Switzerland)

7 Crayon's offering towards hosters, system integrators and ISVs

8 On a LTM basis, excluding non-recurring costs and minority interest

Note: Un-eliminated numbers are applied to both market cluster performance and business area performance in above commentary

Quarter ended Year to date ended Year ended
Note 31 December, 31 December, 31 December,
Un-audited Un-audited Un-audited Un-audited Audited
(In thousands of NOK) 2016 2015 2016 2015 2015
Operating revenue 2,5 1 827 060 1 543 382 6 015 162 4 687 943 4 687 943
Materials and supplies 1 494 578 1 219 419 4 886 757 3 773 034 3 773 034
Gross profit 332 482 323 963 1 128 404 914 909 914 909
Payroll and related cost 229 827 225 807 870 183 668 332 668 332
Other operating expenses 39 026 43 899 153 046 132 829 132 829
EBITDA 5 63 629 54 257 105 175 113 748 113 748
Exceptional items 1 949 4 186 13 456 16 283 16 283
Depreciation and amortization 6 33 866 63 728 99 018 118 443 118 443
Operating profit/EBIT 27 814 (13 656) (7 299) (20 978) (20 978)
Interest expense 14 825 7 692 63 022 62 796 62 796
Other financial expense, net 7 787 29 755 30 503 39 273 39 273
Ordinary result before tax 13 776 8 407 (39 818) (44 501) (44 501)
Income tax expense on ordinary result 17 246 12 819 (11 822) (11 581) (11 581)
Net income (3 469) (4 412) (27 996) (32 920) (32 920)
Comprehensive income 9 676 33 902 (39 752) 35 079 35 079
Total comprehensive income 6 207 29 490 (67 748) 2 159 2 159
Allocation of comprehensive income
Owners of Crayon Group Holding AS 10 055 29 862 (49 436) 10 564 10 564
Minority interest (3 848) (372) (18 312) (8 404) (8 404)
Total comprehensive income allocated 6 207 29 490 (67 748) 2 159 2 159

Crayon Group Holding AS Condensed Consolidated Statement of Income

Crayon Group Holding AS Condensed Consolidated Balance Sheet Statement

31 December 31 December
Un-audited Audited
(In thousands of NOK) Note 2016 2015
ASSETS
Current assets:
Inventory 17 546 21 424
Accounts receivable 1 206 783 962 359
Other receivables 56 065 35 102
Cash & cash equivalents 227 905 236 293
Total current assets 1 508 299 1 255 178
Non-current assets:
Technology, software and R&D 104 347 98 655
Contracts 101 034 158 723
Software licenses 7 421 7 421
Goodwill 834 848 862 203
Property & equipment 18 704 19 691
Investment in associates 0 0
Other long-term receivables 3 203 3 535
Total non-current assets 1 069 557 1 150 228
Total assets 2 577 857 2 405 406
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable 1 224 108 905 795
Income taxes payable (1 084) (2 662)
Public duties 186 949 180 776
Other current liabilities 211 491 191 024
Debt due within 12 months 3,4 659 582 -
Total current liabilities 2 281 046 1 274 933
Long-term liabilities:
Long-term debt 3,4 - 679 956
Deferred tax liabilities 9 253 41 365
Other long-term liabilities 1 472 37 425
Total long-term liabilities 10 725 758 746
Shareholders' equity:
Share capital 52 476 52 476
Own shares (12) (43)
Share premium 262 320 262 163
Sum paid-in equity 314 784 314 595
Funds (15 845) 54 612
Minority interest (12 855) 2 520
Total shareholders' equity 286 085 371 727
Total liabilities and shareholders' equity 2 577 857 2 405 406

Crayon Group Holding AS • Sandakerveien 114A • Pb 4384 Nydalen, 0402 Oslo Tlf + 47 23 00 67 00 • Faks + 47 22 89 10 01 • Org.nr 997 602 234 • www.crayon.com Investor relations: www.crayon.com/en/about-us/investor-relations/

Condensed Consolidated Statement of Cash Flows Crayon Group Holding AS

Quarter ended Year to date ended Year ended
31 December, 31 December, 31 December,
Un-audited Un-audited Un-audited Un-audited Audited
(In thousands of NOK) 2016 2015 2016 2015 2015
Cash flows provided by operating activities:
Ordinary result before tax 13 776 8 407 (39 818) (44 501) (44 501)
Taxes paid (2 943) (7 019) (17 608) (21 436) (21 436)
Depreciation and amortisation 33 866 63 728 99 018 118 443 118 443
Net interest to credit institutions 10 436 10 695 49 384 44 395 44 395
Changes in inventory, accounts receivable/payable 88 036 (14 030) 77 767 (97 113) (97 113)
Changes in other current assets 79 827 78 320 (29 080) 45 725 45 725
Net cash flow from (used in) operating activities 222 999 140 101 139 662 45 513 45 513
Cash flows used in investing activities:
Acquisition of assets (12 222) (16 257) (51 212) (34 639) (34 639)
Acquisition of subsidiaries (327) (7 515) (29 620) (64 698) (64 698)
Divestments 46 1 024 146 1 197 1 197
Repurchase of own shares - - - (115) (115)
Net cash flow from (used in) investing activities (12 503) (22 748) (80 686) (98 254) (98 254)
Cash flow used in financing activities:
Net interest paid to credit institutions (11 662) (12 231) (51 112) (43 888) (43 888)
New equity - - - -
Change in subsidiaries - 4 515 - 19 298 19 298
Proceeds from issuance of interest bearing debt - - - - -
Repayment of interest bearing debt - - (73) (607) (607)
Change in other long-term debt 5 218 4 781 (3 578) 6 072 6 072
Net cash flow from (used in) financing activities (6 444) (2 934) (54 762) (19 125) (19 125)
Net increase (decrease) in cash and cash equivalents 204 053 114 419 4 214 (71 866) (71 866)
Cash and cash equivalents at beginning of period 23 382 122 372 236 293 296 938 296 938
Currency translation 471 (497) (12 602) 11 221 11 221
Cash and cash equivalents at end of period 227 905 236 293 227 905 236 293 236 293

Crayon Group Holding AS Condensed Consolidated Statement of Changes in Shareholders' Equity

Year to date period ending
31 December,
Attributable to equity holders of Crayon Group Holding AS
Share Own Share Total
(In thousands of NOK) capital shares premium Funds Minority equity
Balance at January 1, 2015 52 476 (216) 262 303 8 889 (2 650) 320 801
Net income - - - (24 516) (8 404) (32 920)
Currency translation - - - 35 079 35 079
Other - 173 (140) 35 160 13 575 48 767
Balance as of end of period 52 476 (43) 262 163 54 612 2 520 371 727
Attributable to equity holders of Crayon Group Holding AS
Share Own Share Total
(In thousands of NOK) capital shares premium Funds Minority equity
Balance at January 1, 2016 52 476 (43) 262 163 54 613 2 520 371 729
Opening balance adj. (0) - 1 (14 016) (1) (14 016)
Adjustment - - - (2 906) 2 939 33
Share repurchase (net) - 31 156 - - 188
Net income - - - (8 552) (19 444) (27 996)
Currency translation - - - (40 885) 1 132 (39 752)
Other 0 -0 -0 -4 100 0 (4 100)
Balance as of end of period 52 476 (12) 262 320 (15 845) (12 855) 286 085

Crayon Group Holding AS • Sandakerveien 114A • Pb 4384 Nydalen, 0402 Oslo Tlf + 47 23 00 67 00 • Faks + 47 22 89 10 01 • Org.nr 997 602 234 • www.crayon.com Investor relations: www.crayon.com/en/about-us/investor-relations/

Notes to the Condensed Interim Consolidated Financial Statements - Period ended 31 December,2016

Note 1 - General

The Company is a Norwegian limited liability company and has prepared its consolidated financial statements in accordance with International Financial Reporting Standards ("IFRS") as adopted by the EU. The consolidated condensed interim financial statements have been prepared in accordance with International AccountingStandards ("IAS") No. 34 "Interim Financial Reporting". The interim financial information has not been subject to audit or review.

The accounting policies applied by the Group in these interim financial statements are the same as those applied by the Group in its Consolidated Financial Statements for the year ended 31 December 2015.

Gross profit means operating income less direct cost, i.e. raw materials and supplies.

EBIT or "operating profit" means Operating Income less Total operating expenses. EBITDA, when used by the Company, means EBIT adjusted for exceptional items, impairment of non-current assets and depreciation and amortization. EBITDA may not be comparable to other similarly titled measures from other companies. The Company has included EBITDA as a supplemental disclosure because management believes it provides useful information regarding the Company's ability to service debt and to fund capital expenditures, and provides investors with a helpful measure for comparing its operating performance with that of other companies. Exceptional items is defined as extraordinary and non-recurring items in accordance with GAAP.

Note 2 - Seasonality

As with all licensing service providers, Crayon is heavily dependent upon successful sales during the final quarter of the year. Activity normally declines again at the beginning of the new year, before normally increasing again in the second quarter. However, usually the fourth quarter outweighs the second quarter, resulting in lower revenue for the first half year and increased revenue for the second half year.

Note 3 - Issue of new Bond

Crayon Group Holding AS issued in July 2014 a NOK 650 million Bond Issue (initial loan amount) with a potential tap issue of up to NOK 350m, with maturity in July 2017. The bond is to be repaid in full at the maturity date. Interest is set quarterly at NIBOR + 500bps. The proceeds from the initial loan amount was used for refinancing and for general corporate purposes. The proceeds from any tap issue shall be used for Permitted Acquisitions and for general corporate purposes of the Group. The outstanding bond principal (NOK) has been hedged against the relevant currencies comprising underlying cash flow of the company, and is booked as the actual value representing future liabilities based on the exchange rates at the balance sheet date. The bond is listed on the Oslo Stock Exchange. For further information about the Bond we refer to the Bond agreement.

Note 4 - Net interest-bearing debt

Net interest-bearing debt means long-term interest bearing debt less cash. Net interest-bearing debt is not adjusted for normalized working capital.

As of 31 December,
(In thousands of NOK) 2016 2015
Long-term interest debt 665 107 679 956
Cash and cash equivalents 227 905 236 293
Net interest bearing debt 437 202 443 663

Note 5 - Segment information

"Other" includes administration costs, unallocated Global Shared Cost, intercompany transactions and corrections for exceptional items. Depreciation and amortization, Interest expense, Other financial expense (net), income tax expense and Other comprehensive income are not included in the measure of segment performance.

Licensing is Crayon's license offering from its partners (e.g. Microsoft, Adobe, Symantec, Citrix, VMware, Oracle, IBM and others). The emphasis is towards standard software which customers use consistently year after year, and which play a key role in their technological platforms and critical commercial processes. XSP is Crayon's service offering towards hosters which include license advisory/optimization, software license sale and access to Crayon's reporting portal. Software Asset Managment (SAM) services include process & tools for enabling clients to build in-house SAM capabilities, license spend optimization and support for clients in vendor audits.

Consulting services is related to deployment and application services. Crayon offers IT infrastructure services (planning and analysis support related to larger IT upgrade projects) and tailored software or application development.

Established markets is defined as markets where operations begun before FY 2014, while New markets is defined as markets

where the Company has been operating since FY 2014.

Gross profit by operating segment and country classification:

Year to date ended
31 December,
(In thousands of NOK) 2016 2015
Gross profit by operating segment:
- Licensing 429 095 345 421
- XSP 110 541 94 222
- SAM 261 987 178 907
- Consulting 301 206 285 041
Gross profit from operations 1 102 829 903 590
- Other 25 575 11 318
Total gross profit 1 128 404 914 909
Year to date ended
31 December,
(In thousands of NOK) 2016 2015
Gross profit by country classification:
- Established markets 940 433 851 501
- New markets 171 270 63 739
Gross profit from operations 1 111 703 915 240
- Other 16 701 (331)
Total gross profit 1 128 404 914 909

EBITDA by operating segment and country classification:

Year to date ended
31 December,
(In thousands of NOK) 2016 2015
EBITDA by operating segment:
- Licensing 139 138 127 580
- XSP 50 323 53 027
- SAM 13 380 2 171
- Consulting 33 551 42 178
EBITDA from operations 236 392 224 957
- Other (131 217) (111 209)
Total EBITDA 105 175 113 748
Year to date ended
31 December,
(In thousands of NOK) 2016 2015
EBITDA by country classification:
- Established markets 205 678 175 652
- New markets (83 099) (41 510)
EBITDA from operations 122 579 134 142
- Other (17 405) (20 394)
Total EBITDA 105 175 113 748

Crayon Group Holding AS • Sandakerveien 114A • Pb 4384 Nydalen, 0402 Oslo Tlf + 47 23 00 67 00 • Faks + 47 22 89 10 01 • Org.nr 997 602 234 • www.crayon.com Investor relations: www.crayon.com/en/about-us/investor-relations/

Note 6 -Depreciation and amortization

Depreciation and amortization consists of the following:

Year to date ended Quarter ended Year ended
31 December, 31 December, 31 December,
(In thousands of NOK) 2016 2015 2016 2015 2015
Depreciation 9 214 18 114 (3 271) 2 648 18 114
Amortization of intangibles (incl. write-down) 89 804 100 329 37 137 61 080 100 329
Total 99 018 118 443 33 866 63 728 118 443

Note 7 - Other financial expense, net

Other financial expense, net consists of the following:

Year to date ended Quarter ended Year ended
31 December, 31 December,
(In thousands of NOK) 2016 2015 2016 2015 2015
Interest income 13 639 18 400 4 389 (3 002) 18 400
Other financial income 107 214 112 993 25 655 10 093 112 993
Other financial expenses 90 350 92 120 29 256 (22 665) 92 120
Total 30 503 39 273 787 29 755 39 273

***END OF REPORT***