AI assistant
Karnov Group Interim / Quarterly Report 2021
3068_10-q_2021-11-04_fffaf078-e9b6-4fef-b3b7-6a1581b4769e.pdf
Interim / Quarterly Report
Open in viewerOpens in your device viewer
Interim report
January – September 2021
Q3
Another growth quarter
Financial highlights third quarter
- Net sales increased by 15% to SEK 222 m (193), organic growth was 8%.
- EBITA amounted to SEK 80 m (77) with EBITA margin of 36.1% (39.9%).
- Adjusted EBITA amounted to SEK 88 m (77) with EBITA margin of 39.5% (39.9%).
- Net result amounted to SEK 23 m (28).
- Earnings per share after dilution amounted to SEK 0.24 (0.28).
- Adjusted operating cash flow amounted to SEK -4 m (-1).
Financial highlights first nine months
- Net sales increased by 13% to SEK 657 m (583), organic growth was 7%.
- EBITA amounted to SEK 246 m (228) with EBITA margin of 37.4% (39.2%).
- Adjusted EBITA amounted to SEK 253 m (228) with EBITA margin of 38.6% (39.2%).
- Net result amounted to SEK 83 m (84).
- Earnings per share after dilution amounted to SEK 0.85 (0.85).
- Adjusted operating cash flow amounted to SEK 138 m (219).
Business highlights third quarter
- Karnov Group signed an agreement to acquire 100% of the shares in the EHS software provider Echoline SAS based in France, and thereby enters the French and Benelux market.
- Karnov Group launched a legal information solution for municipalities in Denmark.
- Karnov Group published the industry report Future Lawyer Survey 2021 which is focusing on legal tech and mental health within the legal field.
- Karnov Group appointed Jonas Olin as new CFO. Jonas Olin will assume the position on 1 March 2022.
Key financial ratios for the Group*
| TSEK | Q3 | Δ% | Jan-Sep | Δ% | Jan-Dec | ||
|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | 2020 | |||
| Net sales | 222,325 | 192,755 | 15.3% | 656,966 | 582,674 | 12.8% | 771,416 |
| Organic growth, % | 8.0% | 3.0% | 6.5% | 2.5% | 2.1% | ||
| EBITA | 80,315 | 76,899 | 4.4% | 245,765 | 228,375 | 7.6% | 275,955 |
| EBITA margin, % | 36.1% | 39.9% | 37.4% | 39.2% | 35.8% | ||
| Adjusted EBITA | 87,815 | 76,899 | 14.2% | 253,265 | 228,375 | 10.9% | 288,158 |
| Adjusted EBITA margin, % | 39.5% | 39.9% | 38.6% | 39.2% | 37.4% | ||
| Net result | 23,490 | 27,953 | -16.0% | 83,196 | 83,894 | -0.8% | 100,004 |
| Adjusted cash flow from operating activities | -4,301 | -580 | -641.5% | 138,183 | 218,737 | -36.8% | 413,762 |
- For more information see Financial Definitions and Note 7 for calculations of Alternative Performance Measures.
KARNOV GROUP
KARNOV GROUP
Interim report, January – September 2021
Our net sales growth of 15 percent came from acquired growth and strong organic growth in both Denmark and Sweden/Norway. There have also been a catch-up from the impact of the Covid-19 pandemic the previous year.
Pontus Bodelsson
President and CEO
Comments by the CEO
We deliver strong results in the third quarter, both on top-line and margins, and at the same time we have succeeded in further acquisitions in line with our strategy to expand our business. With the acquisition of Echoline in France we have taken the next step on our journey of strengthening our capabilities in the EHS compliance market on an international scale, whilst the acquisition of Ante provides possibilities to strengthen the core customer value through AI based search technology.
Strong performance in both Denmark and Sweden/Norway
Our net sales growth of 15 percent came from acquired growth and strong organic growth in both Denmark and Sweden/Norway. There have also been a catch-up from the impact of the Covid-19 pandemic the previous year.
Our non-subscription part of the offline business, mainly books, public trades and sales of legal training courses, has performed well during the quarter, and the results are above the normal market trend, as the Covid-19 pandemic had a significant impact on the comparing quarter.
Our adjusted EBITA margin was at a satisfactory level at 39.5 percent in the third quarter and at the same time we uphold a leverage below our financial target at 2.9 by end of the quarter.
Execution of growth strategy
The market for Environmental, Health and Safety (EHS) solutions is growing. This is due to increasing regulatory demands and need for compliance tools. With the acquisition of Echoline, we execute on our strategy of expanding internationally on the growing market for compliance solutions within EHS. Echoline targets ISO certified companies in the French speaking areas of Europe and currently represents large and mid-size corporations in France and the Benelux. The platform is cloud-based, and the business model is based mainly on subscription. With this acquisition, we both strengthen our capabilities in the EHS field, while also prove our capabilities of making acquisitions on the European market.
In Sweden, we continue to grow well in the public sector, municipalities and our EHS vertical. The functionalities in our broad municipality solution are valued by our users driving our growth in the public sector. Further, we see a trend where we are upselling to existing customers where our services are used also by our non-core users.
In Denmark, we also see the municipality market as a good opportunity for us to use our focused solutions to provide more value to existing and new customers in the public sector. We have recently launched our legal information solution in Denmark for caseworkers in municipalities; Karnov Kommune.
In Norway, DIBkunnskap AS is progressing according to plan and is intended to launch in Sweden before the end of the year.
Better decisions, faster
In the quarter I have continued to meet customers, and I am confident that our strong result in the period is the outcome of our customers providing the opportunity to deliver better decisions faster. I want to thank all customers, experts, authors and business partners for their great performance in the third quarter.
Karnov Group's financial targets:
| Growth | Profitability | Capital structure | Dividend policy |
|---|---|---|---|
| Net sales organic annual growth of 3-5% in the medium term, supplemented by selective acquisitions. | Increased Adjusted EBITA margin in the medium term. | Ratio of Net debt to Adjusted EBITDA of no more than 3.0. This level may temporarily be exceeded, for example as a result of acquisitions. | The objective is to distribute 30–50% of the purchase price allocation (PPA) adjusted net profit, taking investment opportunities and financial position into consideration. |
Group financial performance
Net sales by country per third quarter,%
15%
Net sales growth Q3
Net sales per quarter, SEKm
Adjusted EBITA, SEKm and margin, % per quarter
Third quarter and nine-month period
| TSEK | Q3 | Δ% | Jan-Sep | Δ% | Jan-Dec | ||
|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | 2020 | |||
| Net sales | 222,325 | 192,755 | 15.3% | 656,966 | 582,674 | 12.8% | 771,416 |
| Organic growth, % | 8.0% | 3.0% | 6.5% | 2.5% | 2.1% | ||
| EBITA | 80,315 | 76,899 | 4.4% | 245,765 | 228,375 | 7.6% | 275,955 |
| EBITA margin, % | 36.1% | 39.9% | 37.4% | 39.2% | 35.8% | ||
| Adjusted EBITA | 87,815 | 76,899 | 14.2% | 253,265 | 228,375 | 10.9% | 288,158 |
| Adjusted EBITA margin, % | 39.5% | 39.9% | 38.6% | 39.2% | 37.4% |
Net sales and growth
For the three-month period, July-September 2021, net sales increased by SEK 29 m to SEK 222 m (193). Acquired growth contributed with SEK 16 m. Organic growth on a constant currency basis was 8.0 percent, currency effects had a negative impact on net sales of -0.7 percent and acquired growth accounted for 8.0 percent. The driver for the growth was increased online sales, partly from expanding our market shares, especially in the public sector, municipalities and our EHS vertical and partly from upselling to existing customers. Both Denmark and Sweden/Norway contributed positively to the growth. Offline sales were above the normal market trend, where Covid-19 pandemic had a negative impact last year.
For the first nine months, the Group's net sales increased by 12.8 percent to SEK 657 m (583). Organic growth on a constant currency basis was 6.5 percent, currency effects had a negative impact on net sales of -2.0 percent and acquired growth accounts for 8.3 percent.
Operating income
EBITA for the quarter amounted to SEK 80 m (77) and EBITA margin amounted to 36.1 percent (39.9). Adjusted EBITA amounted to SEK 88 m (77) and adjusted EBITA margin was 39.5 percent (39.9). The items affecting comparability of SEK 7.5 million is in line with the strategy towards expanding the business via M&A activities. The acquisition of DIBkunnskap AS has diluted the adjusted EBITA margin on group level by approximately 1 percentage point. The margin was due to a combination of higher net sales, better product mix and efficiency gains in our strive for operational excellence.
Operating profit (EBIT) was SEK 40 m (40) for the quarter.
For the first nine months, EBITA amounted to SEK 246 m (228) and EBITA margin amounted to 37.4 percent (39.2). Adjusted EBITA was SEK 253 m (228) and adjusted EBITA margin amounted to 38.6 percent (39.2).
Operating profit (EBIT) was SEK 126 m (119) for the first nine months.
KARNOV GROUP
Interim report, January – September 2021
Net sales split per third quarter, %
40%
Adjusted EBITA margin Q3
48%
Cash conversion YTD
Net financial items
Net financial items for the quarter amounted to SEK -9 m (-6). Currency effect for the quarter was SEK -4 m (0), relating to long-term loans in DKK.
Net financial items for the first nine months amounted to SEK -27 m (-16). Currency effect for the nine-month period was SEK -13 m (0).
Profit before and after tax, Earnings per share
Profit before tax for the quarter decreased by SEK 3 m to SEK 31 m (34) mainly driven by costs for items affecting comparability.
Profit after tax for the quarter was SEK 23 m (28). Taxes amounted to SEK -8 m (-6).
Profit before tax for the nine-month period was SEK 99 m (102).
Profit after tax for the nine-month period was SEK 83 m (84).
Earnings per share after dilution was SEK 0.24 (0.28) for the quarter and SEK 0.85 (0.85) for the nine-month period.
Cash flow and investments
Cash flow from operating activities amounted to SEK -3 m (-1). The decrease mainly reflects changes in timing of payments of liabilities off-set by a cash inflow from refund of preliminary tax payments.
Total investments for the quarter amounted to SEK -11 m (-18).
Total financing for the quarter amounted to SEK -5 m (-3).
The cash flow generation was negative in the third quarter mainly due to timing of payment of other liabilities causing the cash conversion rate decreasing to -4.3 percent (-0.7).
The cash conversation rate for the nine-month period was 47.7 percent (83.9).
| Cash conversion | Q3 | Jan-Sep | Jan-Dec | ||
|---|---|---|---|---|---|
| TSEK | 2021 | 2020 | 2021 | 2020 | 2020 |
| Adjusted EBITDA | 100,184 | 88,375 | 289,786 | 260,611 | 333,634 |
| Adjusted cash flow from operating activities | -4,301 | -580 | 138,183 | 218,737 | 413,762 |
| Cash conversion, % | -4.3% | -0.7% | 47.7% | 83.9% | 124.0% |
KARNOV GROUP
Interim report, January – September 2021
2.9
Leverage
Financial position
Net debt was SEK 1,061 m (906) at the end of the period. Total net debt calculation is updated to total borrowings including capitalised bank costs less cash and cash equivalents. Comparable numbers for previous periods are adjusted accordingly. The change in calculation is to align with covenant calculation on the Group's loan facility. The increase in net debt is mainly driven by payment for the acquisition of DIBkunnskap AS in the first quarter of 2021 and the pay-out of dividend to shareholders in line with the resolution at the AGM in May 2021.
The leverage at the end of the period was 2.9 (2.7) times and the equity ratio was 43.2 (43.5) percent with an equity of SEK 1,569m (1,585).
| Net Debt | Q3 | Jan-Dec | |
|---|---|---|---|
| TSEK | 2021 | 2020 | 2020 |
| Total borrowings | 1,307,481 | 1,327,203 | 1,295,469 |
| Cash and cash equivalents | 246,815 | 420,946 | 552,921 |
| Net debt | 1,060,666 | 906,256 | 742,548 |
| Leverage ratio | 2.9 | 2.7 | 2.2 |
| Equity | 1,568,807 | 1,584,940 | 1,550,840 |
| Equity/asset ratio, % | 43.2% | 43.5% | 42.0% |
Cash and cash equivalents at the end of the period amounted to SEK 247 m (421) and the Group had unutilised credit lines of SEK 238 m (220).
KARNOV GROUP
Interim report, January – September 2021
Significant events
Third quarter
- Karnov Group signed an agreement to acquire 100% of the shares in the French company Echoline SAS, and thereby enters the French and Benelux market. Echoline is a leading compliance software provider within the area of Environment, Health and Safety (EHS), with a unique focus on regulatory monitoring.
- Karnov Group launched a legal information solution for municipalities in Denmark.
- Karnov Group published the industry report Future Lawyer Survey 2021 which is focusing on legal tech and mental health within the legal field.
- Karnov Group appointed Jonas Olin as new CFO. The decision follows Dora Brink Clausen’s desire to resign from her position as the current CFO of the company. Jonas Olin will assume the position on 1 March 2022.
Events after the end of the period
- Karnov Group assumes ownership of Echoline SAS on 1 October 2021. The company’s financials will be fully consolidated in the Group financials from 1 October 2021.
- Karnov Group acquires additional 26% of the shares in Ante ApS and now holds a majority stake of 51% of the shares. The company’s financials will be fully consolidated in the Group financials from 1 October 2021.
KARNOV GROUP
Interim report, January – September 2021
The Danish segment offers a wide range of online and offline solutions for legal, tax and accounting professionals, assisting them in their research and providing qualitative advisory services. The segment includes Karnov Group Denmark, Forlaget Andersen and Legal Cross Border.
Net sales per quarter, SEKm
Adjusted EBITA, SEKm and margin,% per quarter
Segment performance
Denmark
| TSEK | Q3 | Jan-Sep | Jan-Dec | ||||
|---|---|---|---|---|---|---|---|
| 2021 | 2020 | Δ% | 2021 | 2020 | Δ% | 2020 | |
| Net sales | 110,756 | 107,689 | 2.8% | 320,276 | 319,103 | 0.4% | 419,207 |
| Organic growth, % | 4.4% | 0.5% | 4.1% | 0.4% | 0.5% | ||
| EBITA | 49,508 | 46,981 | 5.4% | 136,320 | 134,773 | 1.1% | 165,782 |
| EBITA margin, % | 44.7% | 43.6% | 42.6% | 42.2% | 39.5% | ||
| Adjusted EBITA | 49,508 | 46,981 | 5.4% | 136,320 | 134,773 | 1.1% | 167,491 |
| Adjusted EBITA margin, % | 44.7% | 43.6% | 42.6% | 42.2% | 40.0% |
Net sales and growth
Net sales for the quarter increased to SEK 111 m (108). The organic growth for the quarter was 4.4 percent (0.5). Currency effects had a negative impact of -1.6 percent. The organic growth is mainly driven by online sales.
In the third quarter, we launched our online legal research solution for municipalities; Karnov Kommune. Further, we also introduced a new whistleblower tool called Karnov Whistleblower. We will continue to launch new features, tools and products on the Danish market also going forward. The updated platform is appreciated among our customers.
For the first nine months, net sales increased to SEK 320 m (319). Organic growth was 4.1 percent (0.4) and currency effects had a negative impact of -3.7 percent.
Operating income
In the third quarter, EBITA and adjusted EBITA amounted to SEK 50 m (47) and EBITA margin amounted to 44.7 percent (43.6).
Operating profit (EBIT) for the quarter increased by SEK 3 m to SEK 34 m (31) compared to same period last year.
For the first nine months, EBITA and adjusted EBITA increased by SEK 1 m to SEK 136 m (135) and the EBITA and adjusted EBITA margin was 42.6 percent (42.2).
Operating profit (EBIT) for the first nine months increased to SEK 90 m (88).
KARNOV GROUP
Interim report, January – September 2021
The Sweden/Norway segment is specialised in online and offline legal solutions; the environmental, health and safety compliance; audit and accounting solutions; legal classroom training and e-courses. The segment provides online tools for the broad legal services market, including contract templates. The segment includes Norstedts Juridik, Notisum, LEXNordics and DIBkunnskap.
Net sales per quarter, SEKm
Adjusted EBITA, SEKm and margin, % per quarter
Segment performance (cont.)
Sweden/Norway
| TSEK | Q3 | Δ% | Jan-Sep | Δ% | Jan-Dec | ||
|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | 2020 | |||
| Net sales | 111,569 | 85,067 | 31.2% | 336,690 | 263,571 | 27.7% | 352,209 |
| Organic growth, % | 12.5% | 6.4% | 9.4% | 5.1% | 4.2% | ||
| EBITA | 30,804 | 29,919 | 3.0% | 109,440 | 93,602 | 16.9% | 110,173 |
| EBITA margin, % | 27.6% | 35.2% | 32.5% | 35.5% | 31.3% | ||
| Adjusted EBITA | 38,304 | 29,919 | 28.0% | 116,940 | 93,602 | 24.9% | 120,667 |
| Adjusted EBITA margin, % | 34.3% | 35.2% | 34.7% | 35.5% | 34.3% |
Net sales and growth
Net sales for the quarter increased by 31.2 percent to SEK 112 m (85) including SEK 16 m from acquired business. Organic growth was 12.5 percent (6.4), acquired growth was 18.4 (0.7) percent and currency effect was positive at 0.3 percent (0.0). The increase in net sales is driven by the businesses gaining market shares, especially in the public sector, municipalities and our EHS vertical and by upselling to existing customers. The functionalities in our EHS offerings and broad municipality solution are valued by our users driving our growth in the two markets. Acquired business DIBkunnskap AS has performed according to plan.
For the first nine months, net sales increased by SEK 73 m to SEK 337 m (264). Organic growth was 9.4 percent (5.1), acquired growth was 18.2 percent (0.4) and currency effect was 0.1 percent (0.0).
Operating income
In the third quarter, EBITA was SEK 31 m (30) and EBITA margin was 27.6 (35.2). Adjusted EBITA amounted to SEK 38 m (30) and adjusted EBITA margin was 34.3 percent (35.2) driven by the increase in net sales. DIBkunnskap AS has diluted the margin in the Sweden/Norway segment with approximately 2 percentage points.
Operating profit (EBIT) in the third quarter was SEK 6 m (9).
For the first nine months, EBITA increased by SEK 15 m to SEK 109 m (94) and the EBITA margin was 32.5 percent (35.5). Adjusted EBITA amounted to SEK 117 m (94) and adjusted EBITA margin was 34.7 percent (35.5).
Operating profit (EBIT) for the first nine months amounted to SEK 36 m (31).
KARNOV GROUP
Interim report, January – September 2021
Other information
Risks and uncertainties
Through its operations Karnov Group is exposed to different risks, which can give rise to fluctuations in earnings and cash flow. Material risks and uncertainties include sector and market-related risks, business-related risks and financial risks.
The current Covid-19 pandemic continues to affect all global markets and the Group is following the situation on continuous basis. The Group operates in the legal and tax professional market in Denmark and Sweden. These markets encompass, among other things, online information database services, printed information sources, legal practice management software and legal training courses. The products and services are generally offered to law firms, tax and accounting firms, corporates in a wide range of industries and the public sector, including courts, libraries, universities and other public authorities and municipalities.
The nature of the market and the products offered in combination with the Group's business model with approximately 85-90% subscription-based revenue, the Group still assesses that the virus will have no impact on online revenue on a short-term basis.
Karnov's significant risks and risk management are described on page 52-53 of the 2020 Annual report, available at the Company's website www.karnovgroup.com.
Seasonal variations
Typically, a significant proportion of Karnov Group's online contracts is renewed and invoiced during the fourth quarter, impacting cash flow during the fourth and first quarters. Online net sales are accrued according to the terms of the agreement and therefore are not exposed to any seasonality. Offline net sales are exposed to seasonality where the first quarter is significantly stronger, driven by a higher share of book sales early in the year.
Employees
Average number of Full-Time Employees (FTEs) in the third quarter amounted to 276 (250). The increase is mainly due to the acquisition of DIBkunnskap AS. On average during the third quarter, 52% (49%) of the workforce were males and 48% (51%) females.
Shares, share capital and shareholders
Karnov Group's share was listed on Nasdaq Stockholm on 11 April 2019, Mid Cap segment, under the ticker KAR. On 5 January 2021 the Company closed the transaction of DIBkunnskap AS and issued 178,675 ordinary shares of series A as part of the payment.
On 30 September 2021, the total number of shares and votes in Karnov Group AB (publ) amounts to 98,274,589 shares and 97,891,776.7 votes. Each share has a quotient value of approximately SEK 0.015385. The total number of shares consists of 97,849,242 ordinary shares, which carry one vote per share, and 425,347 shares of series C, which carry one-tenth of a vote per share. A detailed description of changes in the share capital is available on the Company's website, www.karnovgroup.com/en/share-capital-development/.
On 30 September 2021, the Company had 1,432 known shareholders. The five largest shareholders in Karnov Group AB (publ) were Swedbank Robur, Invesco, Kayne Anderson Rudnick, Janus Henderson Investors and M&G Investments.
Incentive programs
Karnov Group has implemented two long-term incentive programs in the form of share savings programs. The purpose of the programs is to encourage a broad ownership amongst the Company's employees, retain competent employees, facilitate recruitment, increase the alignment of interest between the employees and the Company's shareholders and increase motivation to reach or exceed the Company's financial targets. 153 employees in Karnov have chosen to invest in Karnov and participate in the share savings programs.
The employees participating in the programs have allocated acquired or already held ordinary shares to the program (so-called savings shares). The maximum investment permitted in savings shares depends on the category of the participant. The participants have allocated a total of 137,465 savings shares to the program. Full allotment would mean that the total number of shares under the program will amount to no more than 425,347 ordinary shares, corresponding to approximately 0.4 per cent of the total number of shares outstanding in the Company. For more information see www.karnovgroup.com/en/incentive-program/
KARNOV GROUP
Interim report, January – September 2021
KARNOV GROUP
Interim report, January – September 2021
Related-party transactions
Karnov Group did not undertake any significant transactions with related parties in the third quarter 2021 except from compensation and benefits to the Board members and managing director received as a result of their membership of the Board, employment with Karnov Group or shareholdings in Karnov Group AB.
Parent Company
Net sales for the quarter amounted to SEK 0 m (0). Operating profit for the quarter amounted to SEK -8 m (-6).
Outlook
Karnov Group does not provide financial forecasts.
Review
This interim report has been subject to a review by the Company's auditors. Please see report on page 11.
Disclosure
This interim report contains inside information that Karnov Group AB (publ) is required to make public pursuant to the EU Market Abuse Regulation (MAR). The information was submitted for publication by the contact person below on 4 November 2021 at 8.00 am CET.
Karnov Group AB (publ)
Stockholm, 4 November 2021
Pontus Bodelsson
President and CEO
| For further information, please contact: | Q3 presentation webcast | Financial calendar 2022 |
|---|---|---|
| Pontus Bodelsson, President and CEO | ||
| +46 709 957 002 | ||
| [email protected] | Karnov Group will present the third quarter for analysts and investors via a webcast teleconference on 4 November at 10.00 am CET. To participate, use the following link: https://tv.streamfabriken.com/karnov-group-q3-2021 or dial-in numbers: SE: +46 8 505 583 51 DK: +45 7 872 3252 NO: +47 2 350 0236 UK: +44 333 300 92 63 US: +1 646 722 4902 The presentation will also be available on www.financialhearings.com | Year-end report January-December 2021 |
| 23 February, 2022 | ||
| Interim report January-March 2022 and Annual General Meeting in Stockholm | ||
| 10 May, 2022 | ||
| Half-year report January-June 2022 | ||
| 18 August, 2022 | ||
| Interim report January-September 2022 | ||
| 9 November, 2022 |
Review Report
(Translation from Swedish original. In case of discrepancies, the Swedish version shall prevail.)
Karnov Group AB (publ) corp. identity no. 559016-9016
Auditor’s review report for interim financial information in summary (interim report) prepared in accordance with IAS 34 and Chapter 9 of the Swedish Annual Accounts Act.
Introduction
We have reviewed the condensed interim financial information (interim report) of Karnov Group AB (publ) as of 30 September 2021 and the nine-month period then ended. The board of directors and the CEO are responsible for the preparation and presentation of this interim financial information in accordance with IAS 34 and the Swedish Annual Accounts Act. Our responsibility is to express a conclusion on this interim report based on our review.
Scope of Review
We conducted our review in accordance with the International Standard on Review Engagements ISRE 2410, Review of Interim Report Performed by the Independent Auditor of the Entity. A review 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, ISA, and other generally accepted auditing standards in Sweden. The procedures performed in a review do not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. The conclusion expressed based on a review does not have the same level of certainty as a review based on an audit.
Conclusion
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, in accordance with IAS 34 and the Swedish Annual Accounts Act, regarding the Group, and with the Swedish Annual Accounts Act, regarding the Parent Company.
Stockholm, 4 November 2021
PricewaterhouseCoopers AB
Aleksander Lyckow
Authorised Public Accountant
KARNOV GROUP
Interim report, January – September 2021
Consolidated income statement of comprehensive income
| TSEK | Note | Q3 | Jan-Sep | Jan-Dec | ||
|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | 2020 | ||
| Net sales | 5 | 222 325 | 192 755 | 656 966 | 582 674 | 771 416 |
| Total revenue | 222 325 | 192 755 | 656 966 | 582 674 | 771 416 | |
| Goods for resale | -33 786 | -32 972 | -100 976 | -99 770 | -131 754 | |
| Employee benefit expenses | -68 035 | -57 685 | -206 133 | -168 427 | -234 667 | |
| Depreciations and amortisations | -52 476 | -47 998 | -156 175 | -141 946 | -190 389 | |
| Other operating expenses | -27 820 | -13 723 | -67 571 | -53 866 | -83 564 | |
| Operating profit | 40 208 | 40 377 | 126 111 | 118 665 | 131 042 | |
| Financial income | 134 | 41 | 382 | 171 | 14 503 | |
| Financial expenses | -9 182 | -6 328 | -27 829 | -16 521 | -24 970 | |
| Net financial items | -9 048 | -6 287 | -27 447 | -16 350 | -10 467 | |
| Profit before income tax | 31 160 | 34 090 | 98 664 | 102 315 | 120 575 | |
| Income tax expense | -7 670 | -6 137 | -15 468 | -18 421 | -20 571 | |
| Net result | 23 490 | 27 953 | 83 196 | 83 894 | 100 004 | |
| Other comprehensive income: | ||||||
| Items that may be reclassified to profit or loss: | ||||||
| Exchange differences on translation of foreign operations | 13 443 | 7 665 | 21 518 | 8 145 | -43 354 | |
| Total comprehensive income for the period | 36 933 | 35 618 | 104 714 | 92 039 | 56 650 | |
| Profit for the period is attributable to: | ||||||
| Owners of Karnov Group AB | 23 594 | 27 828 | 83 431 | 83 739 | 99 903 | |
| Non-controlling interests | -104 | 125 | -235 | 155 | 101 | |
| Net result | 23 490 | 27 953 | 83 196 | 83 894 | 100 004 | |
| Total comprehensive income for the period is attributable to: | ||||||
| Owners of Karnov Group AB | 36 992 | 35 493 | 104 907 | 91 884 | 56 549 | |
| Non-controlling interests | -59 | 125 | -193 | 155 | 101 | |
| Total comprehensive income | 36 933 | 35 618 | 104 714 | 92 039 | 56 650 | |
| Earnings per share, basic, SEK | 4 | 0,24 | 0,28 | 0,85 | 0,86 | 1,02 |
| Earnings per share, after dilution, SEK | 4 | 0,24 | 0,28 | 0,85 | 0,85 | 1,02 |
For further information and details on earnings per share please refer to note 4.
KARNOV GROUP
Interim report, January – September 2021
Consolidated balance sheet
| TSEK | Note | 30 Sep 2021 | 30 Sep 2020 | 31 Dec 2020 |
|---|---|---|---|---|
| ASSETS: | ||||
| Goodwill | 1,867,116 | 1,678,377 | 1,623,978 | |
| Other intangible assets | 1,218,804 | 1,202,836 | 1,149,935 | |
| Right-of-use assets | 96,749 | 100,931 | 95,545 | |
| Property, plant and equipment (PPE) | 4,654 | 4,226 | 6,280 | |
| Investments in associated companies | 70,621 | 67,614 | 70,347 | |
| Loans to associated companies | 18,125 | 3,132 | 3,036 | |
| Deposits | 2,623 | 2,723 | 2,528 | |
| Total non-current assets | 3,278,692 | 3,059,839 | 2,951,649 | |
| Inventories | 13,423 | 11,293 | 10,011 | |
| Trade receivables | 3 | 59,346 | 58,813 | 148,214 |
| Prepaid expenses | 11,215 | 12,976 | 7,556 | |
| Other receivables | 1,165 | 16,420 | 986 | |
| Tax receivable | 18,791 | 65,958 | 17,446 | |
| Cash and cash equivalents | 3 | 246,815 | 420,946 | 552,921 |
| Total current assets | 350,755 | 586,406 | 737,134 | |
| TOTAL ASSETS | 3,629,447 | 3,646,245 | 3,688,783 | |
| EQUITY AND LIABILITIES: | ||||
| Share capital | 1,512 | 1,508 | 1,509 | |
| Share premium | 2,072,096 | 2,062,356 | 2,062,361 | |
| Treasury shares | -6 | - | -6 | |
| Reserves | -342,199 | -312,175 | -363,675 | |
| Retained earnings including net profit for the year | -169,639 | -173,845 | -156,585 | |
| Total equity attributable to the parent company's shareholders | 1,561,764 | 1,577,844 | 1,543,604 | |
| Non-controlling interest | 7,043 | 7,096 | 7,236 | |
| Total equity | 1,568,807 | 1,584,940 | 1,550,840 | |
| Non-current liabilities | ||||
| Borrowing from credit institutions | 3 | 1,207,492 | 846,156 | 1,196,087 |
| Lease liabilities | 87,306 | 91,780 | 86,539 | |
| Deferred tax liability | 161,701 | 165,719 | 153,239 | |
| Provisions | 5,691 | 5,674 | 5,454 | |
| Other non-current liabilities | 38,318 | 38,732 | 38,612 | |
| Total non-current liabilities | 1,500,508 | 1,148,061 | 1,479,931 | |
| Current liabilities | ||||
| Borrowing from credit institutions | 3 | - | 376,414 | - |
| Trade payables | 3 | 8,673 | 7,486 | 12,395 |
| Current tax liabilities | 29,646 | 86,186 | 10,595 | |
| Accrued expenses | 127,533 | 124,018 | 136,585 | |
| Prepaid income | 309,489 | 267,492 | 428,436 | |
| Lease liabilities | 12,683 | 12,853 | 12,842 | |
| Other current liabilities | 3 | 72,108 | 38,795 | 57,159 |
| Total current liabilities | 560,132 | 913,244 | 658,012 | |
| TOTAL EQUITY AND LIABILITIES | 3,629,447 | 3,646,245 | 3,688,783 |
KARNOV GROUP
Interim report, January – September 2021
Consolidated statement of changes in equity
Equity attributable to the parent company's shareholders
| TSEK | Share capital | Share premium | Treasury shares | Reserves | Retained earnings | Equity attributable to the parent company's shareholders | Non-controlling interest | Total equity |
|---|---|---|---|---|---|---|---|---|
| Balance at January 1, 2020 | 1,503 | 2,062,361 | - | -320,320 | -217,050 | 1,526,494 | 275 | 1,526,769 |
| Net result | - | - | - | - | 83,739 | 83,739 | 155 | 83,894 |
| Other comprehensive income for the period | - | - | - | 8,145 | - | 8,145 | - | 8,145 |
| Total comprehensive income/loss | - | - | - | 8,145 | 83,739 | 91,884 | 155 | 92,039 |
| Transaction with shareholders in their capacity as owners: | ||||||||
| Dividend paid | - | - | - | -43,952 | -43,952 | - | -43,952 | |
| Issue of C-shares | 5 | - | - | - | 5 | - | 5 | |
| Acquisition of treasury shares | - | -5 | - | - | -5 | - | -5 | |
| Non-controlling interests share of acquisitions and capital increase | - | - | - | - | - | - | 6,666 | 6,666 |
| Sharebased payment | - | - | - | - | 3,418 | 3,418 | - | 3,418 |
| Total transaction with shareholders | 5 | - | -5 | - | -40,534 | -40,534 | 6,666 | -33,868 |
| Closing balance at September 30, 2020 | 1,508 | 2,062,361 | -5 | -312,175 | -173,845 | 1,577,844 | 7,096 | 1,584,940 |
Equity attributable to the parent company's shareholders
| TSEK | Share capital | Share premium | Treasury shares | Reserves | Retained earnings | Equity attributable to the parent company's shareholders | Non-controlling interest | Total equity |
|---|---|---|---|---|---|---|---|---|
| Balance at January 1, 2021 | 1,509 | 2,062,361 | -6 | -363,675 | -156,585 | 1,543,604 | 7,236 | 1,550,840 |
| Net result | - | - | - | - | 83,431 | 83,431 | -235 | 83,196 |
| Other comprehensive income for the period | - | - | - | 21,476 | - | 21,476 | 42 | 21,518 |
| Total comprehensive income/loss | - | - | - | 21,476 | 83,431 | 104,907 | -193 | 104,714 |
| Transaction with shareholders in their capacity as owners: | ||||||||
| Issue of ordinary shares | 3 | 9,735 | - | - | - | 9,738 | - | 9,738 |
| Sharebased payment | - | - | - | - | 1,364 | 1,364 | - | 1,364 |
| Dividend paid | - | - | - | - | -97,849 | -97,849 | - | -97,849 |
| Total transaction with shareholders | 3 | 9,735 | - | - | -96,485 | -86,747 | - | -86,747 |
| Closing balance at September 30, 2021 | 1,512 | 2,072,096 | -6 | -342,199 | -169,639 | 1,561,764 | 7,043 | 1,568,807 |
KARNOV GROUP
Interim report, January – September 2021
Consolidated statement of cash flows
| Q3 | Jan-Sep | Jan-Dec | |||
|---|---|---|---|---|---|
| TSEK | 2021 | 2020 | 2021 | 2020 | 2020 |
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||
| Operating profit | 40,208 | 40,377 | 126,111 | 118,665 | 131,042 |
| Adjustments: | |||||
| Non-cash items | 52,277 | 46,407 | 158,194 | 141,866 | 199,968 |
| Effect of changes in working capital: | |||||
| Increase/decrease in inventories | -243 | 2,362 | -3,413 | 1,804 | 3,086 |
| Increase/decrease in receivables | -8,009 | -9,862 | 95,024 | 144,248 | 75,694 |
| Increase/decrease in trade payables and other payables | -13,294 | 478 | -62,246 | -15,153 | 19,217 |
| Increase/decrease in prepaid income | -74,454 | -67,243 | -154,303 | -132,094 | 28,850 |
| Interest paid | -4,211 | -4,348 | -11,787 | -14,457 | -19,156 |
| Income tax paid | 4,822 | -8,741 | -18,640 | -31,822 | -59,710 |
| Net effect of changes in working capital | -95,390 | -87,354 | -155,366 | -47,474 | 47,982 |
| Cash flow from operating activities | -2,905 | -570 | 128,939 | 213,057 | 378,992 |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||
| Acquisition of participations in associated companies | -74 | - | -74 | -22,446 | -25,466 |
| Acquisition of subsidiaries | 750 | - | -267,682 | -4,245 | -4,245 |
| Loan to associated companies | 64 | -74 | -14,673 | -195 | - |
| Increase/(decrease) in deposits and other assets | - | -209 | - | - | - |
| Acquisition of intangible assets | -10,696 | -18,121 | -42,308 | -62,601 | -79,690 |
| Acquisition of PPE | -416 | - | -1,158 | - | -2,947 |
| Cash flow from investing activities | -10,372 | -18,404 | -325,895 | -89,487 | -112,348 |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||
| Increase/decrease in borrowings | - | - | - | 300,419 | 294,297 |
| Increase/decrease in lease liabilities | -4,813 | -3,494 | -13,306 | -11,567 | -14,891 |
| Dividend paid | - | - | -97,849 | -43,952 | -43,952 |
| Cash flow from financing activities | -4,813 | -3,494 | -111,155 | 244,900 | 235,454 |
| Cash flow for the period | -18,091 | -22,468 | -308,109 | 368,470 | 502,098 |
| Cash and cash equivalents at the beginning of the period | 263,617 | 443,183 | 552,921 | 52,008 | 52,008 |
| Exchange-rate differences in cash and cash equivalents | 1,289 | 231 | 2,003 | 468 | -1,184 |
| Cash and cash equivalents at the end of the period | 246,815 | 420,946 | 246,815 | 420,946 | 552,922 |
KARNOV GROUP
Interim report, January – September 2021
Parent company income statement
| TSEK | Note | Q3 | Jan-Sep | Jan-Dec | ||
|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | 2020 | ||
| Employee benefit expenses | -5,193 | -1,949 | -15,061 | -7,234 | -8,817 | |
| Depreciations and amortisations | -10 | 0 | -10 | 0 | 0 | |
| Other operating expenses | -2,949 | -3,858 | -7,161 | -11,907 | -20,810 | |
| Operating profit | -8,152 | -5,807 | -22,232 | -19,141 | -29,627 | |
| Financial income | 3,656 | 3,674 | 11,352 | 15,226 | 18,874 | |
| Financial expenses | -19 | -9 | -64 | -132 | -355 | |
| Net financial items | 3,637 | 3,665 | 11,288 | 15,094 | 18,519 | |
| Profit before income tax | -4,515 | -2,142 | -10,944 | -4,047 | -11,108 | |
| Income tax expense | - | - | - | - | - | |
| Net result | -4,515 | -2,142 | -10,944 | -4,047 | -11,108 | |
| Total comprehensive income | -4,515 | -2,142 | -10,944 | -4,047 | -11,108 |
Parent company balance sheet
| TSEK | Note | 30 Sep 2021 | 30 Sep 2020 | 31 Dec 2020 |
|---|---|---|---|---|
| ASSETS: | ||||
| Investments in group enterprises | 1,149,925 | 1,149,925 | 1,149,925 | |
| Receivables from group enterprises | 720,578 | 709,145 | 747,792 | |
| Total non-current assets | 1,870,503 | 1,859,070 | 1,897,718 | |
| Receivables from group enterprises | - | - | 206 | |
| Other receivables | 1,162 | 9,896 | 1,007 | |
| Current tax receivable | - | 53,280 | - | |
| Cash and cash equivalents | 10,933 | 21,598 | 41,033 | |
| Total current assets | 12,095 | 84,774 | 42,247 | |
| TOTAL ASSETS | 1,882,598 | 1,943,844 | 1,939,964 | |
| TSEK | 30 Sep 2021 | 30 Sep 2020 | 31 Dec 2020 | |
| EQUITY AND LIABILITIES: | ||||
| Restricted equity | ||||
| Share capital | 1,512 | 1,508 | 1,509 | |
| Treasury shares | -6 | - | -6 | |
| Share premium | 2,072,096 | 2,062,356 | 2,062,363 | |
| Retained earnings including net profit for the year | -195,800 | -121,409 | -128,356 | |
| Total equity | 1,877,802 | 1,942,455 | 1,935,510 | |
| Trade payables | 65 | 18 | 407 | |
| Trade payables from group companies | 4 | - | - | |
| Accrued expenses | 4,119 | 1,317 | 3,989 | |
| Other current liabilities | 608 | 54 | 59 | |
| Total current liabilities | 4,796 | 1,389 | 4,454 | |
| TOTAL EQUITY AND LIABILITIES | 1,882,598 | 1,943,844 | 1,939,964 |
KARNOV GROUP
Interim report, January – September 2021
Notes
Note 1. Accounting policies
The consolidated interim financial statements for Karnov Group AB have been prepared in accordance with IAS 34, Interim Financial Reporting, as adopted by the EU, RFR 1 Supplementary Accounting Regulations for Groups and the Swedish Annual Accounts Act.
The accounting policies used for this interim report 2021 are the same as the accounting policies used for the annual report 2020 to which we refer for a full description.
The interim financial statements for the parent company have been prepared in accordance with RFR 2, Accounting for Legal Entities, and the Swedish Annual Accounts Act.
Note 2. Critical estimates and judgements
Preparation of financial statements requires the company management to make assessments and estimates along with assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. The actual outcome may differ from these estimates. The critical assessments and sources of uncertainty in the estimates are the same as in the most recent annual report. See the Annual report 2020 Note 4, page 72, for further details regarding critical estimates and judgements.
Note 3. Fair value of financial instruments
| TSEK | Carrying amount | Fair value | ||||
|---|---|---|---|---|---|---|
| 30 Sep 2021 | 30 Sep 2020 | 31 Dec 2020 | 30 Sep 2021 | 30 Sep 2020 | 31 Dec 2020 | |
| FINANCIAL ASSETS | ||||||
| Financial assets at amortised cost | ||||||
| Trade receivables | 59,346 | 58,813 | 148,214 | 59,346 | 58,813 | 148,214 |
| Cash and cash equivalents | 246,815 | 420,946 | 552,921 | 246,815 | 420,946 | 552,921 |
| Total financial assets | 306,161 | 479,759 | 701,135 | 306,161 | 479,759 | 701,135 |
| FINANCIAL LIABILITIES | ||||||
| Financial liabilities at fair value through profit or loss (FVPL) | ||||||
| Contingent considerations | 48,248 | 13,774 | 9,537 | 48,248 | 13,774 | 9,537 |
| Liabilities at amortised cost | ||||||
| Trade payables | 8,673 | 7,486 | 12,395 | 8,673 | 7,486 | 12,395 |
| Non-current borrowing from credit institutions | 1,207,492 | 846,156 | 1,196,087 | 1,207,492 | 846,156 | 1,196,087 |
| Current borrowings from credit institutions | - | 376,414 | - | - | 376,414 | - |
| Total financial liabilities | 1,264,413 | 1,243,830 | 1,218,019 | 1,264,413 | 1,243,830 | 1,218,019 |
Trade receivables
Due to the short-term nature of trade receivables, their carrying amount is considered to be the same as their fair value.
Cash and cash equivalents
Cash and cash equivalents are unsecured with a short credit period and are therefore considered to have a fair value equal to the carrying amount. These are classified at level 2 in the fair value hierarchy.
KARNOV GROUP
Interim report, January – September 2021
Contingent consideration
The carrying amounts of contingent considerations are considered to be the same as the fair value. The fair value of the contingent considerations was estimated by calculating the present value of the future expected cash flows. The estimates are based on a discount rate at 1.2 percent. These are classified at level 3 in the fair value hierarchy.
Trade payables
Trade payables are unsecured and are usually paid within 30 days of recognition. Due to the short-term nature of trade payables, their carrying amounts are considered to be the same as their fair value.
Non-current borrowing from credit institutions
The carrying amount of non-current borrowings is considered to be the same as their fair values, since interest payable on those borrowings is close to current market rates. These are classified at level 2 in the fair value hierarchy.
Current borrowings from credit institutions
The fair value of current borrowings is considered to be the same as the carrying amount since the interest payable on those borrowings is either close to current market rates or the borrowings are of a short-term nature. They are classified at level 2 in the fair value hierarchy.
Deferred payments
Deferred payments are related to contractual undertakings to pay the full sum in future periods, and therefore the carrying amount is the same as the fair value. These are classified at level 2 in the fair value hierarchy.
Note 4. Earnings per share
| Q3 | Jan-Sep | Jan-Dec | |||
|---|---|---|---|---|---|
| TSEK | 2021 | 2020 | 2021 | 2020 | 2020 |
| Earnings attributable to shareholders | 23,594 | 27,828 | 83,431 | 83,739 | 99,903 |
| Weighted average number of ordinary shares | 97,849,242 | 97,670,567 | 97,830,849 | 97,670,567 | 97,670,567 |
| Effect of performance shares | 425,347 | 425,347 | 425,347 | 425,347 | 425,347 |
| Weighted average number of ordinary shares adjusted for the effect of dilution | 98,274,589 | 98,095,914 | 98,256,196 | 98,095,914 | 98,095,914 |
| Earnings per share, basic, SEK | 0.24 | 0.28 | 0.85 | 0.86 | 1.02 |
| Earnings per share, after dilution, SEK | 0.24 | 0.28 | 0.85 | 0.85 | 1.02 |
KARNOV GROUP
Interim report, January – September 2021
Note 5. Segment reporting and disaggregated revenue
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The CEO has been identified as the chief operating decision maker and assesses the financial performance and position of the Group and makes strategic decisions. Within Karnov Group, operating segments are defined by geography and are monitored down to
EBIT level. Below EBIT level and on balance sheet and cash flow statements the assessment of financial performance and position is conducted entirely on Group level. Karnov's business operations are media independent, and the Company monitors the overall net sales distribution trend between online and offline products at Group level.
| TSEK | Denmark | Sweden/Norway | Total | |||
|---|---|---|---|---|---|---|
| Q3 | Q3 | Q3 | ||||
| 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | |
| Online | 183,252 | 153,253 | ||||
| Offline | 39,073 | 39,502 | ||||
| Total net sales | 110,756 | 107,689 | 111,569 | 85,067 | 222,325 | 192,755 |
| EBITDA | 51,746 | 48,864 | 40,934 | 39,512 | 92,684 | 88,375 |
| EBITA | 49,508 | 46,981 | 30,804 | 29,919 | 80,315 | 76,899 |
| EBIT | 33,803 | 31,418 | 6,402 | 8,960 | 40,208 | 40,377 |
| Net financial items | -9,048 | -6,287 | ||||
| Profit before tax | 31,160 | 34,090 | ||||
| Income tax expenses | -7,670 | -6,137 | ||||
| Net result | 23,490 | 27,953 | ||||
| TSEK | Denmark | Sweden/Norway | Total | |||
| --- | --- | --- | --- | --- | --- | --- |
| Jan-Sep | Jan-Sep | Jan-Sep | ||||
| 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | |
| Online | 538,421 | 460,303 | ||||
| Offline | 118,546 | 122,371 | ||||
| Total net sales | 320,276 | 319,103 | 336,690 | 263,571 | 656,966 | 582,674 |
| EBITDA | 142,804 | 140,516 | 139,479 | 120,095 | 282,286 | 260,611 |
| EBITA | 136,320 | 134,773 | 109,440 | 93,602 | 245,765 | 228,375 |
| EBIT | 89,935 | 87,763 | 36,173 | 30,903 | 126,111 | 118,665 |
| Net financial items | -27,447 | -16,350 | ||||
| Profit before tax | 98,664 | 102,315 | ||||
| Income tax expenses | -15,468 | -18,421 | ||||
| Net result | 83,196 | 83,894 |
Note 6. Business combinations and similar transactions
DIBkunnskap AS
On 5 January 2021, Karnov Group entered into an agreement to acquire 100 percent of the shares issued in DIBkunnskap AS at TSEK 338,610. DIBkunnskap is a market leader amongst accounting- and auditing firms as well as large enterprises and provides knowledge and workflow solutions on the Norwegian market, with a strong focus on creating efficiencies in the workflows of professionals. The transaction is entirely in line with Karnov Groups strategy to carry out selective and value accretive acquisitions. The acquisition allows Karnov Group to continue
growth in a new vertical in Norway. The financial effects of this transaction have not been recognized as of December 31, 2020. Revenue, income as well as assets and liabilities belonging to the acquired company are fully consolidated from 5 January 2021. The purchase price allocation is illustrated on the following table.
The goodwill arising from the acquisition is attributable to DIBkunnskap AS's strong position and profitability on the market. The goodwill arising is not expected to be tax deductible in the event of future impairments.
KARNOV GROUP
Interim report, January – September 2021
| Purchase price, TSEK | 05 Jan 2021 |
|---|---|
| Cash on closing | 294,953 |
| Loan note | 9,636 |
| Earn-out | 34,021 |
| Total purchase price | 338,610 |
| Reported amounts, TSEK | |
| --- | --- |
| Cash | 27,837 |
| PPE | 264 |
| Intangible assets: Customer relations | 33,413 |
| Intangible assets: Technology | 112,703 |
| Intangible assets: Other | 8,130 |
| Trade receivables and other receivables | 11,391 |
| Trade payables and other liabilities | -53,652 |
| Deferred tax | -26,309 |
| Total identified assets | 113,776 |
| Goodwill | 224,834 |
| Total | 338,610 |
Financing
The acquisition was paid with cash SEK 295 m. Further Karnov Group issued a loan note with a value of SEK 10 m which in January 2021 was converted to issue of 178,675 new ordinary shares of series A in Karnov Group AB (publ). In addition, part of the purchase price is settled as an earn-out agreement which, if the agreed performance criterions are met, will be paid in 2022 and 2023 respectively.
Echoline SAS
On 1 October 2021, Karnov Group entered into an agreement to acquire 100 percent of the shares issued in the company Echoline SAS based in France at TSEK 36,592. Echoline SAS is a leading French provider of EHS compliance and monitoring software. The company's digital platform is cloud-based, and the business model is based mainly on subscription. The solution is targeted at ISO certified companies in the French speaking areas of Europe and currently represents large and mid-size corporations in France and the Benelux.
The acquisition is in line with the Karnov Group strategy of expanding internationally on the growing market for compliance solutions within Environment, Health and Safety (EHS).
The financial effects of this transaction have not been recognized as of September 30, 2021. Revenue, income as well as assets and liabilities belonging to the acquired company are fully consolidated from 1 October 2021. The purchase price allocation is illustrated on the following table.
The goodwill arising from the acquisition is attributable to Echoline SAS's strong position and profitability on the market. The goodwill arising is not expected to be tax deductible in the event of future impairments.
| Purchase price, TSEK | 01 Oct 2021 |
|---|---|
| Cash on closing | 26,404 |
| Earn-out | 10,188 |
| Total purchase price | 36,592 |
| Reported amounts, TSEK | |
| --- | --- |
| Cash | 6,272 |
| PPE | 2,083 |
| Intangible assets: Customer relations | 3,066 |
| Intangible assets: Technology | 14,533 |
| Trade receivables and other receivables | 4,433 |
| Trade payables and other liabilities | -5,938 |
| Deferred tax | -4,664 |
| Total identified assets | 19,785 |
| Goodwill | 16,807 |
| Total | 36,592 |
Financing
The acquisition was paid with cash SEK 26 m. In addition, part of the purchase price is settled as an earn-out agreement which, if the agreed performance criterions are met, will be paid in 2022 and 2023 respectively.
Ante ApS
On 4 October 2021, Karnov Group entered into an agreement to acquire additional 26 percent of the shares issued in the company Ante ApS gaining a majority stake 51% ownership.
The investment was part of Karnov Group's strategy of establishing a broad technology platform that creates increased relevance and efficiency for professionals working with legal information. In the near future, work will commence in integrating some of the capabilities of Ante into the core legal research platforms of Karnov Group.
The financial effects of this transaction have not been recognized as of September 30, 2021. Revenue, income as well as assets and liabilities belonging to the acquired company are fully consolidated from 1 October 2021. The purchase price allocation is calculated based on 100% of the shares and is illustrated on the following table.
KARNOV GROUP
Interim report, January – September 2021
21
| Purchase price, TSEK | 04 Oct 2021 |
|---|---|
| Cash | 26,120 |
| Earn-out | 41,372 |
| Total purchase price | 67,492 |
Reported amounts, TSEK
| Cash | 4,649 |
|---|---|
| PPE | 5,288 |
| Intangible assets: Customer relations | 771 |
| Intangible assets: Technology | 21,379 |
| Trade receivables and other receivables | 987 |
| Trade payables and other liabilities | -1,212 |
| Deferred tax | -5,927 |
| Total identified assets | 25,935 |
| Goodwill | 41,557 |
| Total | 67,492 |
Financing
The acquisition of the 26% of the shares was paid by Karnov Group with cash SEK 7 m. In addition, part of the purchase price is settled as an earn-out agreement which, if the agreed performance criterions are met, will be paid in 2025.
Note 7. Alternative performance measures
Karnov's financial statements include alternative performance measures, which complement the measures that are defined or specified in applicable rules for financial reporting. Alternative performance measures are presented since, in their context, they provide clearer or more in-depth information than the measures defined in applicable rules for financial reporting. The alternative performance measures are derived from the Group's consolidated financial reporting and are not measured in accordance with IFRS.
Karnov's definition of these measures, which are not described under IFRS, is provided in the section Financial Definitions. Reconciliation of the alternative performance measures is presented below.
| Total net sales | Q3 | Jan-Sep | Jan-Dec | ||
|---|---|---|---|---|---|
| TSEK | 2021 | 2020 | 2021 | 2020 | 2020 |
| Organic business | 208,106 | 195,161 | 620,402 | 581,896 | 773,317 |
| Acquired business | 15,649 | 537 | 48,092 | 937 | 1,531 |
| Currency | -1,430 | -2,943 | -11528 | -159 | -3,432 |
| Total net sales | 222,325 | 192,755 | 656,966 | 582,674 | 771,416 |
| Total net sales split, % | Q3 | Jan-Sep | Jan-Dec | ||
| TSEK | 2021 | 2020 | 2021 | 2020 | 2020 |
| Organic growth, % | 8.0% | 3.0% | 6.5% | 2.5% | 2.1% |
| Acquired growth, % | 8.0% | 0.3% | 8.3% | 0.2% | 0.2% |
| Currency effect, % | -0.7% | -1.6% | -2.0% | -0.1% | -0.5% |
| Total growth, % | 15.3% | 1.7% | 12.8% | 2.6% | 1.8% |
| Items affecting comparability | Q3 | Jan-Dec | |||
| TSEK | 2021 | 2020 | 2020 | ||
| M&A related costs | -7,500 | - | -4,165 | ||
| Restructuring costs | - | - | -8,038 | ||
| Total | -7,500 | - | -12,203 |
KARNOV GROUP
Interim report, January – September 2021
| Group | Q3 | Jan-Sep | Jan-Dec | ||
|---|---|---|---|---|---|
| TSEK | 2021 | 2020 | 2021 | 2020 | 2020 |
| Net sales | 222,325 | 192,755 | 656,966 | 582,674 | 771,416 |
| EBITDA | 92,684 | 88,375 | 282,286 | 260,611 | 321,431 |
| EBITDA margin, % | 41.7% | 45.8% | 43.0% | 44.7% | 41.7% |
| Items affecting comparability | 7,500 | - | 7,500 | - | 12,203 |
| Adjusted EBITDA | 100,184 | 88,375 | 289,786 | 260,611 | 333,634 |
| Adjusted EBITDA margin, % | 45.1% | 45.8% | 44.1% | 44.7% | 43.2% |
| Depreciations and amortisations | -12,369 | -11,476 | -36,521 | -32,236 | -45,476 |
| EBITA | 80,315 | 76,899 | 245,765 | 228,375 | 275,955 |
| EBITA margin, % | 36.1% | 39.9% | 37.4% | 39.2% | 35.8% |
| Adjusted EBITA | 87,815 | 76,899 | 253,265 | 228,375 | 288,158 |
| Adjusted EBITA margin, % | 39.5% | 39.9% | 38.6% | 39.2% | 37.4% |
| Amortisation (acquisitions) | -40,107 | -36,522 | -119,654 | -109,710 | -144,913 |
| EBIT | 40,208 | 40,377 | 126,111 | 118,665 | 131,042 |
| Denmark | Q3 | Jan-Sep | Jan-Dec | ||
| --- | --- | --- | --- | --- | --- |
| TSEK | 2021 | 2020 | 2021 | 2020 | 2020 |
| Net sales | 110,756 | 107,689 | 320,276 | 319,103 | 419,207 |
| EBITDA | 51,746 | 48,864 | 142,804 | 140,516 | 176,029 |
| EBITDA margin, % | 46.7% | 45.4% | 44.6% | 44.0% | 42.0% |
| Items affecting comparability | - | - | - | - | 1,709 |
| Adjusted EBITDA | 51,746 | 48,864 | 142,804 | 140,516 | 177,738 |
| Adjusted EBITDA margin, % | 46.7% | 45.4% | 44.6% | 44.0% | 42.4% |
| Depreciations and amortisations | -2,238 | -1,883 | -6,484 | -5,743 | -10,247 |
| EBITA | 49,508 | 46,981 | 136,320 | 134,773 | 165,782 |
| EBITA margin, % | 44.7% | 43.7% | 42.6% | 42.2% | 39.5% |
| Adjusted EBITA | 49,508 | 46,981 | 136,320 | 134,773 | 167,491 |
| Adjusted EBITA margin, % | 44.7% | 43.6% | 42.6% | 42.2% | 40.0% |
| Amortisation (acquisitions) | -15,705 | -15,563 | -46,385 | -47,010 | -61,255 |
| EBIT | 33,803 | 31,418 | 89,935 | 87,763 | 104,527 |
KARNOV GROUP
Interim report, January – September 2021
Sweden/Norway
| TSEK | Q3 | Jan-Sep | Jan-Dec | ||
|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | 2020 | |
| Net sales | 111,569 | 85,067 | 336,690 | 263,571 | 352,209 |
| EBITDA | 40,934 | 39,512 | 139,479 | 120,095 | 145,401 |
| EBITDA margin, % | 36.7% | 46.4% | 41.4% | 45.6% | 41.3% |
| Items affecting comparability | 7,500 | - | 7,500 | - | 10,494 |
| Adjusted EBITDA | 48,435 | 39,512 | 146,978 | 120,095 | 155,895 |
| Adjusted EBITDA margin, % | 43.4% | 46.4% | 43.7% | 45.6% | 44.3% |
| Depreciations and amortisations | -10,131 | -9,593 | -30,038 | -26,493 | -35,228 |
| EBITA | 30,804 | 29,919 | 109,440 | 93,602 | 110,173 |
| EBITA margin, % | 27.6% | 35.2% | 32.5% | 35.5% | 31.3% |
| Adjusted EBITA | 38,304 | 29,919 | 116,940 | 93,602 | 120,667 |
| Adjusted EBITA margin, % | 34.3% | 35.2% | 34.7% | 36% | 34.3% |
| Amortisation (acquisitions) | -24,401 | -20,959 | -73,267 | -62,699 | -83,659 |
| EBIT | 6,402 | 8,960 | 36,173 | 30,903 | 26,515 |
Return on capital
| TSEK | 30 Sep 2021 | 30 Sep 2020 | 31 Dec 2020 |
|---|---|---|---|
| EBIT | 126,111 | 118,665 | 131,042 |
| Total assets | 3,629,447 | 3,646,245 | 3,688,783 |
| Return on capital, % | 3.5% | 3.3% | 3.6% |
Net working capital
| TSEK | 30 Sep 2021 | 30 Sep 2020 | 31 Dec 2020 |
|---|---|---|---|
| Current assets | 350,755 | 586,406 | 737,134 |
| Current liabilities | 560,132 | 913,244 | 658,012 |
| Net working capital | -209,377 | -326,838 | 79,122 |
Cash conversion
| Q3 | Jan-Sep | Jan-Dec | |||
|---|---|---|---|---|---|
| TSEK | 2021 | 2020 | 2021 | 2020 | 2020 |
| Adjusted EBITDA | 100,184 | 88,375 | 289,786 | 260,611 | 333,634 |
| Cash flow from operating activities | -2,905 | -570 | 128,939 | 213,057 | 378,992 |
| Interest paid | 4,211 | 4,348 | 11,787 | 14,457 | 19,156 |
| Income tax paid | -4,822 | 8,741 | 18,640 | 31,822 | 59,710 |
| Items affecting comparability | 7,500 | - | 7,500 | - | 12,203 |
| Capex related to new product development | -8,287 | -13,099 | -28,686 | -40,599 | -56,298 |
| Adjusted cash flow from operating activities | -4,302 | -580 | 138,182 | 218,737 | 413,762 |
| Cash conversion, % | -4.3% | -0.7% | 47.7% | 83.9% | 124.0% |
KARNOV GROUP
Interim report, January – September 2021
Net debt
| TSEK | 30 Sep 2021 | 30 Sep 2020 | 31 Dec 2020 |
|---|---|---|---|
| Non-current borrowing from credit institutions | 1,207,492 | 846,156 | 1,196,087 |
| Leasing liabilities, long term | 87,306 | 91,780 | 86,539 |
| Current borrowing from credit institutions | - | 376,414 | - |
| Leasing liabilities, short term | 12,683 | 12,853 | 12,842 |
| Cash and cash equivalents | 246,815 | 420,946 | 552,921 |
| Net debt | 1,060,666 | 906,256 | 742,548 |
Leverage ratio
| TSEK | 30 Sep 2021 | 30 Sep 2020 | 31 Dec 2020 |
|---|---|---|---|
| Adjusted EBITDA LTM | 362,802 | 331,018 | 333,634 |
| Net debt | 1,060,666 | 906,256 | 742,548 |
| Leverage ratio | 2.9 | 2.7 | 2.2 |
KARNOV GROUP
Interim report, January – September 2021
24
Quarterly overview
| TSEK | Q3 2021 | Q2 2021 | Q1 2021 | Q4 2020 | Q3 2020 |
|---|---|---|---|---|---|
| Income statement | |||||
| Net sales | 222,325 | 201,121 | 233,519 | 188,742 | 192,755 |
| EBITDA | 92,684 | 82,964 | 106,631 | 60,820 | 88,375 |
| EBITDA margin, % | 41.7% | 41.3% | 45.7% | 32.2% | 45.8% |
| EBITA | 80,315 | 70,447 | 94,996 | 47,581 | 76,899 |
| EBITA margin, % | 36.1% | 35.0% | 40.7% | 25.2% | 39.9% |
| Adjusted EBITA | 87,815 | 70,447 | 94,996 | 59,784 | 76,899 |
| Adjusted EBITA margin, % | 39.5% | 35.0% | 40.7% | 31.7% | 39.9% |
| EBIT | 40,208 | 28,834 | 57,062 | 12,377 | 40,377 |
| EBIT, margin % | 18.1% | 14.3% | 24.4% | 6.6% | 20.9% |
| Net financial items | -9,048 | -7,599 | -10,794 | 5,883 | -6,287 |
| Net result | 23,490 | 19,985 | 39,719 | 16,110 | 27,953 |
| Balance sheet | |||||
| Non-current assets | 3,278,692 | 3,305,259 | 3,365,706 | 2,951,649 | 3,059,839 |
| Current assets | 350,755 | 358,521 | 512,328 | 737,134 | 586,406 |
| Cash and cash equivalents | 246,815 | 263,617 | 360,797 | 552,921 | 420,946 |
| Equity | 1,568,807 | 1,532,730 | 1,637,652 | 1,550,840 | 1,584,940 |
| Non-current liabilities | 1,500,508 | 1,507,962 | 1,524,012 | 1,479,931 | 1,148,061 |
| Current liabilities | 560,132 | 623,088 | 716,370 | 658,012 | 913,244 |
| Total assets | 3,629,447 | 3,663,780 | 3,878,034 | 3,688,783 | 3,646,245 |
| Cash flow | |||||
| Cash flow from operating activities | -2,905 | 34,060 | 97,781 | 162,721 | -570 |
| Cash flow from Investing activities | -10,373 | -27,607 | -287,916 | -23,056 | -18,404 |
| Cash flow from financing activities | -4,813 | -102,779 | -3,563 | -3,324 | -3,494 |
| Cash flow for the period | -18,090 | -96,325 | -193,698 | 136,341 | -22,468 |
| Key ratios | |||||
| Net working capital | -209,377 | -264,567 | -204,042 | 79,122 | -326,838 |
| Return on capital, % | 1.1% | 0.8% | 1.5% | 0.3% | 1.1% |
| Equity/asset ratio, % | 43.2% | 41.8% | 42.2% | 42.0% | 43.5% |
| Cash conversion, % | -4.3% | 46.0% | 97.8% | 262.7% | -0.7% |
| Net debt | 1,060,666 | 1,044,156 | 957,835 | 643,166 | 906,256 |
| Share data: | |||||
| Weighted average number of ordinary shares | 97,849,242 | 97,849,242 | 97,793,030 | 97,670,567 | 97,670,567 |
| Earnings per share, basic, SEK | 0.24 | 0.21 | 0.41 | 0.17 | 0.28 |
| Earnings per share, after dilution, SEK | 0.24 | 0.20 | 0.40 | 0.16 | 0.28 |
KARNOV GROUP
Interim report, January – September 2021
Financial definitions and alternative performance measures
This interim report contains references to a number of performance measures. Some of these measures are defined in IFRS standards, while others are alternative measures, which are not reported in accordance with applicable financial reporting frameworks or other legislation. These measures are used by Karnov to help both investors and management to analyse the Group's operations. The measures used in this interim report are described below, together with definitions and the reason for their use.
| Key ratio | Definition | Reason for use |
|---|---|---|
| Acquired growth | Change in net sales during the current period attributable to acquired units, excluding currency effects, in relation to net sales for the corresponding period of the preceding year. Net sales of acquired units are defined as acquired growth during a period of 12 months commencing the respective acquisition date. | The measure is used as a complement to organic growth and provides an improved understanding for Karnov's growth. |
| Adjusted EBITA | EBITA adjusted for the impact of items affecting comparability. | The measure shows the profitability from the business, adjusted for the impact of items affecting comparability and amortisation of capital expenditures related to acquisitions. |
| Adjusted EBITA margin | Adjusted EBITA as a percentage of net sales. | The measure shows the underlying profitability generated from the current operations over time, adjusted for items affecting comparability. |
| Adjusted EBITDA | EBITDA excluding items affecting comparability. | The measure is used since it facilitates the understanding of the operating profit, excluding items affecting comparability, financing, depreciation and amortisation. |
| Adjusted EBITDA margin | Adjusted EBITDA as a percentage of net sales. | The measure shows operational profitability over time, excluding items affecting comparability, financing, depreciation and amortisation. |
| Adjusted cash flow from operating activities | Adjusted EBITDA plus changes in net working capital less capital expenditure related to new product development and enhancement of existing products and business systems. | The measure is used to calculate one component in the cash conversion. |
| Average number of full-time employees (FTEs) | Average number of full-time employees during the reporting period. | Non-financial key ratio. |
| Cash conversion (%) | Adjusted cash flow from operating activities as a percentage of Adjusted EBITDA. | The measure is used since it shows how efficiently adjusted cash flow from operating activities is translated into a concrete contribution to Karnov's financing. |
| Earnings per share | Earnings per share for the period in SEK attributable to the parent company's shareholders, in relation to weighted average number of outstanding shares before and after dilution. | IFRS key ratio. |
| EBITA | Earnings before financial items and taxes, excluding acquisition related purchase price allocation (PPA) amortisation. | The measure shows the profitability from the business, adjusted for acquisition related purchase price allocation (PPA) amortisation. |
| EBITA margin | EBITA as a percentage of net sales. | The measure shows the profitability over time for the underlying business (i.e., excluding PPA amortisation) in relation to net sales. |
| EBITDA | Earnings before depreciation and amortisation, financial items, and taxes. | The measure shows the operating profitability before depreciation and amortisation. |
KARNOV GROUP
Interim report, January – September 2021
| Key ratio | Definition | Reason for use |
|---|---|---|
| EBITDA margin | EBITDA as a percentage of net sales. | The measure shows operational profitability over time, regardless of financing, depreciation and amortisation. |
| Equity/asset ratio (%) | Equity divided by total assets. | The measure can be used to assess Karnov’s financial stability. |
| Items affecting comparability | Items affecting comparability includes items of a significant character that distort comparisons over time. | The measure is used for understanding the financial performance over time. |
| Leverage ratio (Net debt/adjusted EBITDA LTM) | Net debt on the balance sheet date divided by adjusted EBITDA for the last twelve months (LTM). | Relevant to analyse to ensure that Karnov has an appropriate financing structure and is able to fulfil its financial obligations under its loan agreement. |
| Net debt | Total net borrowings including capitalised bank costs and lease liabilities less cash and cash equivalents. | The measure is used since it allows for an assessment of whether Karnov has an appropriate financing structure and is able to fulfil its commitments under its financing agreements. |
| Net sales (online) | Net sales from online products. | The measure is used since it facilitates the understanding of total net sales and the breakdown of net sales. |
| Net sales (offline) | Net sales from printed products and training. | The measure is used since it facilitates the understanding of total net sales and the breakdown of net sales. |
| Net working capital (NWC) | Current assets less current liabilities. | The measure shows the tie-up of short-term capital in the operations and facilitates the understanding of changes in the cash flow from operating activities |
| Operating profit (EBIT) | Profit for the period before financial items and taxes. | The measure is used since it enables comparisons of the profitability regardless of the capital structure or tax situation. |
| Organic growth | Change in net sales during the current period, excluding acquisitions and currency effects, in relation to net sales for the corresponding period of the preceding year. Acquisitions are included in organic net sales after a period of 12 months. | The measure is used since it shows Karnov’s ability to generate growth through increases of, among other things, volume and price in its existing business. |
| PPA adjusted net profit | Net profit adjusted for items affecting comparability and amortisations of acquired businesses. | The measure is used to show Karnov’s financial performance without the influence of items affecting comparability and amortisations of acquired businesses. |
| Return on capital | Operating profit (EBIT) for the period divided by total assets. | The measure shows the operating return on capital that owners and lenders have invested. |
CURRENCY RATES
| | Closing rate
30 Sep 2021 | Average rate
Jan-Sep 2021 | Closing rate
30 Sep 2020 | Average rate
Jan-Sep 2020 | Closing rate
31 Dec 2020 | Average rate
Jan-Dec 2020 |
| --- | --- | --- | --- | --- | --- | --- |
| 1 DKK is equivalent to SEK | 1.3718 | 1.3648 | 1.4156 | 1.4159 | 1.3492 | 1.4070 |
OTHER
Amounts in tables and combined amounts have been rounded off on an individual basis. Minor differences due to this rounding off may, therefore, appear in the totals. Figures commented in the text are presented in million SEK unless otherwise stated. Comparative figures from previous period are presented in brackets.
KARNOV GROUP
Interim report, January – September 2021
Karnov Group today
80,000+
Users
1,500+
Specialists
290+
Employees
Karnov Group (publ) is a leading provider of information solutions for professionals in the areas of legal, tax and accounting, and environmental, health and safety in Denmark and Sweden. Karnov was founded on one man's belief that access to the law is the foundation of every great society and our legacy dates back to 1867. Over time, the Karnov Group has evolved from a traditional publishing company to a digital information provider.
Our mission is to be an indispensable partner for all legal, tax and accounting professionals and enable our users to make better decisions, faster by delivering the highest quality of content within a state-of-the-art user experience to support their workflow efficiency.
Our solutions are largely digital, and we offer subscription-based online solutions for law firms, tax and accounting firms, corporates and the public sector including courts, universities, public authorities and municipalities. Karnov also publishes and sells books and journals and hosts legal training courses.
With strong brands such as Karnov, Norstedts Juridik, Notisum, Legal Cross Border, Forlaget Andersen, LEXNordics, DIBkunnskap and Echoline, Karnov Group delivers knowledge and insights to more than 80,000 users.
Karnov's is organised into two geographical financial reporting segments and the product offering, subject to a few variations, is similar in all countries.
Denmark: Legal, tax and accounting online and offline products and solutions
Sweden: Legal online and offline products, compliance solutions and legal training
Norway: Tax and accounting online workflow tools
With offices in Copenhagen, Stockholm, Oslo, Paris and Malmo, Karnov Group employs around 290 people.
The Karnov share is listed on Nasdaq Stockholm, Mid Cap segment, under the ticker "KAR".
Better decisions, faster.
Find what you need, trust what you find and do it quickly.
Karnov Group AB (publ) Corp. Id. 559016-9016 Registered office: Stockholms län
Head office: Warfvinges väg 39, 112 51 Stockholm, Sweden
Tel: +46 8 587 670 00 www.karnovgroup.com
KARNOV
GROUP