28th Aug 2014 07:00
28 August 2014
Arrow Global Group PLC
Interim results for the six months to 30 June 2014
Arrow Global Group PLC (("the Company") and its subsidiaries (together "the Group")), one of Europe's leading purchasers and managers of debt, is pleased to announce its interim results for the six months to 30 June 2014 ("H1 2014").
Highlights
· Maiden interim dividend of 1.7p per share declared
· Core collections1 up 10.9% to £69.3 million (H1 2013: £62.5 million)
· Adjusted EBITDA up 10.6% to £48.0 million (H1 2013: £43.4 million); adjusted EBITDA ratio 69.3% (H1 2013: 69.5%)
· Profit attributable to shareholders up 40.0% to £10.5 million (H1 2013: £7.5 million)
· Underlying net income down 1.5% to £13.4 million (H1 2013: £13.6 million) - prior year comparative period included a portfolio write up of £4.7 million
· Acquired debt portfolios with face value of £1,053.1 million for an aggregate purchase price of £99.3 million, with a 120-month gross cash on cash multiple of 2.33x
· 120-month ERC2 up 27.2% to £827.3 million at 30 June 2014 (31 December 2013: £650.3 million)
· Underlying basic and diluted earning per share ("EPS") of £0.08
· LTM3 underlying return on equity ("ROE") of 23.9%
· Net debt £247.9m and Net Debt to LTM Adjusted EBITDA ratio of 2.6x
· Full FCA authorisation plan progressing well (FCA confirmed 'landing slot' Q3 2015). Three lines of defence model now firmly embedded - BDO in place as third line
Notes:
1. Core collections are collections on Arrow Global's purchased loan portfolios
2. Estimated remaining collections
3. Last Twelve Months ("LTM") is calculated by the addition of the consolidated financial data for the year ended 31 December 2013 and the consolidated interim financial data for H1 2014, and the subtraction of the consolidated interim financial data for H1 2013
A glossary of terms can be found on pages 26 to 28 which includes a reconciliation of adjusted EBITDA. The directors believe that the presentation of the adjusted EBITDA measure allows the users of the financial statements to gain a better understanding of the underlying performance of the business
Tom Drury, chief executive officer of Arrow Global commented:
"Arrow Global had a strong first half of 2014, with core collections and adjusted EBITDA up 11% and the acquisition of good quality loan portfolios with a face value of £1,053 million for £99.3m. £62.4m of these purchases were in Portugal, reflecting our expanding origination capability and the increasing propensity for creditors to sell.
"Two of the Portuguese portfolios were initially expected to be acquired in Q3 2014, but we have completed them earlier than anticipated and at a larger size. As a result, and as already announced, we now expect our full year purchases to be ahead of our previous expectations, laying a strong foundation for earnings growth in future years.
"We maintain our focus on targeted European expansion and I am delighted that we have secured the necessary license to operate in Holland - including completion of a €1 million pilot portfolio investment.
"With the regulatory environment set to tighten further, debt purchase markets are entering a period of increasing consolidation which we expect will see the emergence of a core group of industry leaders. We continue to assess a number of opportunities in European geographies with favourable market dynamics and we also have good visibility of a strong pipeline in the UK. "Against this backdrop of continued growth, and in accordance with the Group's dividend policy, today we announce our maiden interim dividend of 1.7p per share. This is a significant milestone and reflects our highly cash generative business model which provides the capacity to pay dividends whilst still allowing us to invest in attractive loan portfolios.
"We remain committed to finding attractive loan portfolios in both UK and European markets and continue to pursue a strategy to diversify our investments by both asset class and geography. Underpinned by a strong start to the year, we remain on track to deliver overall results in line with our expectations for the full year."
For further information:
Arrow Global | +44 (0)161 242 5896 |
Tom Drury, CEO | |
Robert Memmott, CFO | |
Alex Barnett, Corporate Communications | |
Instinctif Partners | +44 (0)20 7457 2020 |
Mike Davies | |
Catherine Wickman | |
Antonia Gray |
Forward looking statements
This document contains statements that constitute forward-looking statements relating to the business, financial performance and results of the Group and the industry in which the Group operates. These statements may be identified by words such as "expectation", "belief", "estimate", "plan", "target", or "forecast" and similar expressions or the negative thereof; or by forward-looking nature of discussions of strategy, plans or intentions; or by their context. All statements regarding the future are subject to inherent risks and uncertainties and various factors could cause actual future results, performance or events to differ materially from those described or implied in these statements. Such forward-looking statements are based on numerous assumptions regarding the Group's present and future business strategies and the environment in which the Group will operate in the future. Further, certain forward looking statements are based upon assumptions of future events which may not prove to be accurate and neither the Company nor any other person accepts any responsibility for the accuracy of the opinions expressed in this document or the underlying assumptions. The forward-looking statements in this document speak only as at the date of this presentation and the Company assumes no obligation to update or provide any additional information in relation to such forward-looking statements.
Business and financial review of the period to 30 June 2014
With the announcement of our first dividend post IPO, Arrow Global's H1 2014 results mark its continued evolution as a publicly listed company. Our board and senior management team continues to focus on targeted and profitable growth of our loan portfolio as well as the successful implementation of consortium ventures and other collections activity.
Key results
As of and period to | 30-June-14 | 30-June-13 | 31-Dec-13 |
£m | £m | £m | |
Purchases of loan portfolios * | 99.3 | 68.5 | 101.3 |
Face value of portfolios acquired (billion) | 8.3 | 6.9 | 7.2 |
Number of accounts ('000) | 5,429 | 4,886 | 5,109 |
Core collections | 69.3 | 62.5 | 127.8 |
Collection cost ratio (%) | 22.6% | 22.9% | 21.9% |
Adjusted EBITDA | 48.0 | 43.4 | 89.6 |
Adjusted EBITDA ratio | 69.3% | 69.5% | 70.1% |
Underlying net income | 13.4 | 13.6 | 25.2 |
84-month ERC | 701.7 | 548.7 | 564.3 |
120-month ERC | 827.3 | 637.4 | 650.3 |
Net debt | 247.9 | 217.4 | 178.3 |
Underlying basic and diluted EPS (£) | 0.08 | 0.09 | 0.16 |
LTM Underlying ROE (%) | 23.9% | 21.6% | 26.5% |
Net assets | 116.6 | 50.5 | 105.2 |
* June 2013 and 31 December 2013 balances include £0.5 million of student loan investments held as loan notes
Portfolio acquisitions and overview
For the period ended 30 June 2014, we acquired debt portfolios with a face value of £1,053.1 million for a purchase price of £99.3 million. Of these portfolios, £112.6 million comprises paying accounts, representing 33.9% of the purchase price. This mitigates our downside risk on these portfolios, whilst we use our data assets to seek to penetrate the £940.5 million of non-paying accounts.
Face Value | Purchase Price | % of Investment | |
Paying Accounts | £112.6m | 29.9p | 33.9% |
Non-paying accounts | £940.5m | 7.0p | 66.1% |
Total | £1,053.1m | 9.4p | 100.0% |
These acquisitions, net of amortisation, have increased the balance sheet value of our purchased loan portfolios to £352.8 million at 30 June 2014 (31 December 2013: £273.9 million). As at 30 June 2014, the total face value of assets under management was £10.6 billion, including purchased portfolios of £8.3 billion across 5.4 million customer accounts.
Our data-driven approach is a key strategic differentiator and drives purchasing and collections activities, giving us a greater level of insight and accuracy in our modelling and operations. Our Proprietary Collections Bureau has increased to 17.5 million records, representing 7 million unique customers and we matched approximately 26% of our newly acquired Portuguese accounts to Arrow Global's existing back book.
Collections
Core collections increased to £69.3 million (H1 2013: £62.5 million), reflecting the increase in our portfolio assets base. Collections continue to perform in line with expectations and, at 30 June 2014, were cumulatively 102% of our original underwriting forecast. For the period ended 30 June 2014, 75% of cash collections came from regular small payments, with an average monthly payment of £23, reflecting our focus on working with customers to create long term sustainable repayment plans.
Collection costs
We continue to use our data capabilities and benefits from our outsourced model to maintain collection cost efficiency. During the period there was an improvement in the collection cost ratio, to 22.6% (H1 2013: 22.9%).
Adjusted EBITDA
Adjusted EBITDA is our proxy for free cash flow. For the period ended 30 June 2014 adjusted EBITDA increased by £4.6 million (10.6%) to £48.0 million (H1 2013: £43.4 million). This was mainly driven by an increase in core collections net of collection costs. The adjusted EBITDA ratio was 69.3% (H1 2013: 69.5%). The Group had cash generated from operations of £45.8 million for the period ended 30 June 2014.
Underlying net income
Underlying net income decreased 1.5% to 13.4 million for the period ending 30 June 2014 (H1 2013: £13.6 million). This reflected the timing of an historical portfolio revaluation and earlier than anticipated portfolio purchases in 2014.
Portfolio overview
Our 120-month ERC - our expected collections from our back book - has increased by £177.0 million from 31 December 2013 to £827.3 million. The ERC is underpinned by paying accounts that have a face value of £1.1 billion, which represents 1.3 times 120-month ERC cover. As at 30 June 2014, we estimate the amount we would need to invest over the next year to maintain our current ERC level is circa £51 million.
Funding, net debt and net assets
In the period to 30 June 2014 we purchased portfolios with a face value of £1,053.1 million for £99.3 million, with £66.2 million funding in Q2 of 2014. We partially funded the £66.2 million purchase of portfolios through a draw down of the revolving credit facility of £26.9 million in June 2014 - leaving undrawn amounts of £28.1 million.
Net debt at 30 June 2014 was £247.9 million, being 2.6 times LTM adjusted EBITDA and a net debt/84-month ERC loan to value ratio of 35.3%, which is significantly below our financial covenants of 75%. These ratios have increased due to timing of the funding of portfolios in June 2014.
Net assets increased by £11.4 million during the period, largely reflecting the retained profit for the period.
Shareholder returns
Underlying basic and diluted EPS for the period ended 30 June 2014 was 8p (31 December 2013: 16p), and underlying ROE was 12.8% (LTM underlying ROE 23.9%) (31 December 2013: 26.5%).
The maiden interim dividend of 1.7 pence per share declared today is the Company's first dividend since the IPO. The Board will continue to pursue a progressive dividend policy targeting a payout ratio of between 25 and 35 per cent of annual underlying net income as set out in the IPO prospectus. However, rather than the annual dividend being split between the interim and final dividend in the proportion 1/3 to 2/3 as previously anticipated, in the future, the interim dividend (from H1 2015 onwards) will be declared at 50% of the prior year's final dividend with the subsequent final dividend being proposed based on the underlying net income for the year and in accordance with the payout ratio above.
Recent Developments
As discussed in our latest annual report, the Group undertook a tender of the external audit contract and successfully appointed KPMG LLP in July 2014. The Group also appointed BDO in April 2014 to provide its internal audit services, as it continues to invest in strong governance procedures.
As previously discussed, the Group has been involved with ongoing discussions with HMRC with respect to the business activities in Guernsey prior to 2013 when the Group was restructured. HMRC has concluded its review and disagreed with our technical analysis. HMRC have raised an assessment for VAT but confirmed no penalties will be levied as they have confirmed that the Group acted reasonably. Given the time, costs and uncertainties associated with appealing the HMRC decision at a tax tribunal and the fact that this is a historical issue, with no impact on future profitability, the board has decided to settle the assessment. Including advisors costs for the current period, this has resulted in a non-recurring charge of £2.4 million.
Outlook
The regulatory environment is set to continue to tighten, resulting in debt purchase markets entering a period of increasing consolidation. We expect this will lead to the emergence of a core group of industry leaders. We continue to assess a number of opportunities in European geographies with favourable market dynamics and we also have good visibility of a strong pipeline in the UK.
Unsecured consumer credit is continuing to grow following a period of stagnation during the recession and the propensity of banks to sell is expected to increase in response to accounting and regulatory changes. We remain committed to pursuing a strategy to diversify our investments by both asset class and geography.
As already announced, our demonstrated ability to access portfolios from multiple sources, coupled with larger than anticipated purchases in the first half of the year, means that we expect full year portfolio purchases to be ahead of our previous expectations, laying a strong foundation for earnings growth in future years.
Underpinned by a strong start to the year, we remain on track to deliver overall results in line with our expectations for the full year.
Directors' responsibilities statement in respect of the interim results
We confirm that to the best of our knowledge:
· the condensed set of financial statements has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU;
· the interim management report includes a fair review of the information required by:
a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and
b) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period; and any changes in the related party transactions described in the last annual report that could do so.
Name | Function
|
Jonathan Bloomer | Non-executive chairman |
Tom Drury | Chief executive officer |
Rob Memmott | Chief financial officer |
Zachary Lewy | Founder and executive director |
Sir George Mathewson | Non-executive director and senior independent director |
Iain Cornish | Non-executive director |
Gillian Key-Vice | Non-executive director |
Robin Phipps | Non-executive director |
28 August 2014
Principal risks and uncertainties
We have an enterprise-wide risk framework in place, which sits alongside the strategic business plan and is designed to support the identification, assessment, management and control of material risks that threaten the achievement of our business objectives. Risks are categorised as: strategic risk, conduct risk, operational risk and financial risk.
Risk | Definition | Effect on the Group | Approach |
Strategic risk | Risk to earnings arising from changes in the business environment and from adverse business decisions, improper implementation of decisions or lack of responsiveness to changes in the business environment | Economic risk - The Group's growth strategy is based on the future purchase of, and collection from, distressed loan portfolios. Changes in economic conditions could impact the ability to collect from portfolios, or the amount of debt portfolios that are sold
The Group is exposed to Eurozone economic uncertainty through its Portuguese debt portfolios
Reputational risk - Negative attention and news regarding the debt collection industry and individual debt collectors may have a negative impact on ability to acquire portfolios and a customer's willingness to pay the debt that the Group acquires
| Management ensure that all portfolios are purchased at an appropriate price and we also build strong relationships with our creditor client base in order to mitigate such risks
Currency liquidity management and scenario planning is in place
We manage this risk through oversight of our third party servicer network to ensure industry best practice collection approaches and adherence to regulation
|
Conduct risk | Risk of inappropriate strategy, systems, behavior, or processes leads to poor and/or unfair customer outcomes or customer detriment
Regulatory risk - risk of failing to comply with the legal and regulatory requirements applying to business arrangements and activities, for example data protection regulation
| Any action which leads to poor and/or unfair customer outcomes or customer detriment goes against our core values and could also lead to regulatory censure, financial loss and reputational/brand damage
Failure to comply with relevant regulation could result in the suspension or termination of our ability to conduct business and could lead to regulatory censure and financial loss
| Conduct risk and treating customers fairly ("TCF") are at the heart of our third party management framework. All employees and third parties acting on our behalf receive TCF training. Due diligence takes place at outset of relationship with new third party servicers and ongoing thereafter
We employ industry specialists to monitor the latest regulations and update our internal policies accordingly. Where required we take external specialist advice. We also engage in regular training and assurance activity to ensure compliance with internal policies
|
Operational risk | Risk of loss resulting from inadequate or failed internal processes, people and systems or from external events
Legal risk - risk of documentation deficiencies within purchased portfolios that are unable to be mitigated through legal contract and /or warranties
| We are reliant on a panel of third party partners to manage customer accounts and collect outstanding debts. Should third party debt servicers experience sustained business interruption or are subject to take-over by an unfriendly competitor firm we could suffer financial loss
We are also reliant on IT systems for data management and analysis
Exposure to remediation cost and further cased pursued by claims management companies | We have an overarching third party management framework focused on compliance, performance, resilience and customer outcomes. All new third party panel members are both rigorously checked to ensure they conform to our compliance and quality standards, and monitored on a regular basis. Our third party panel is diversified to ensure that we do not become reliant on one third party debt servicer IT systems are regularly backed up and are managed through a tight set of quality and security policies, supported by a disaster recovery plan
Due diligence on prospective investment purchases to identify potential documentation weaknesses. Legal team involvement in all purchases and external legal advice taken where required |
Financial risk | Market risk - the risk of losses in portfolios due to changes in foreign-exchange rates and the level of interest rates Liquidity risk - the risk that the Group is unable to meet its obligations as they fall due Credit Risk - risk to earnings or capital arising when a counter-party defaults on its contractual obligations, including failure to perform obligations in a timely manner Tax risk - tax compliance risks arise from the complex nature of tax legislation and practice
Investment risk - the risk of returns adverse to forecast as a result of inadequate portfolio purchase analysis and consequent mispricing | The Group's financial risk management strategy is based upon sound economic objectives and corporate practices. The main financial risks concern the availability of funds to meet obligations as they fall due (liquidity risk) and movements in foreign exchange rates (foreign exchange risk)
The statistical models and analytics used, including the calculation of ERC, may prove to be inaccurate, which could lead to poor decision making and the Group may fail to achieve its anticipated recoveries | Liquidity risk is managed through maintenance of a flexible cost base and establishment of borrowing facilities. We are highly cash generative and portfolio investment is discretionary
Foreign exchange risk is managed on a Group level through the use of forward contracts and daily monitoring of currency fluctuations Management mitigate interest rate risk using swap contracts
The Group engages tax specialists to advise the Group regarding its tax compliance obligations and the application of tax legislation and practice to the transactions and activities undertaken by the Group
The risk of counter-party default is managed through due diligence and ongoing monitoring of financial standing.
The Group's risk management policies on foreign exchange, interest rates, credit risk and market risk
Rigorous change controls are in place prior to any new data influencing our decision making model, and due diligence and executive review is carried out prior to investment. Portfolio performance is monitored by senior management |
Independent review report to Arrow Global Group PLC
Introduction
We have been engaged by the Company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2014 which comprises the consolidated statement of comprehensive income, consolidated balance sheet, consolidated statement of changes in equity, consolidated statement of cash flows and the related explanatory notes. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.
This report is made solely to the Company in accordance with the terms of our engagement to assist the Company in meeting the requirements of the Disclosure and Transparency Rules ("the DTR") of the UK's Financial Conduct Authority ("the UK FCA"). Our review has been undertaken so that we might state to the Company those matters we are required to state to it in this report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company for our review work, for this report, or for the conclusions we have reached.
Directors' responsibilities
The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the DTR of the UK FCA.
As disclosed in note 1, the annual financial statements of the Group are prepared in accordance with IFRSs as adopted by the EU. The condensed set of financial statements included in this half-yearly financial report have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU.
Our responsibility
Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.
Scope of review
We conducted our review in accordance with the International Standard on Review Engagements (UK and Ireland) 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity issued by the Auditing Practices Board for use in the UK. A review of interim financial information consists of making enquiries, 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 the International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2014 is not prepared, in all material respects, in accordance with IAS 34 as adopted by the EU and the DTR of the UK FCA.
Richard Gabbertas
for and on behalf of KPMG LLP
Chartered Accountants
St James Square
Manchester
M2 6DS
28 August 2014
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the period ended 30 June 2014
Six months ended 30 June 2014 Underlying |
Non-recurring items 2014 | Six months ended 30 June 2014 including non- recurring | Six months ended 30 June 2013 Underlying |
Non-recurring items 2013 | Six months ended 30 June 2013 including non- recurring | ||||
Note | £000 | £000 | £000 | £000 | £000 | £000 | |||
Continuing operations | |||||||||
Revenue | |||||||||
Income from purchased loan portfolios | 8 | 49,925 | - | 49,925 | 42,719 | - | 42,719 | ||
Portfolio write up | 8 | - | - | - | 4,746 | - | 4,746 | ||
Profit on portfolio and loan note sales | 504 | - | 504 | 115 | - | 115 | |||
50,429 | - | 50,429 | 47,580 | - | 47,580 | ||||
Income from asset management | 1,179 | - | 1,179 | 719 | - | 719 | |||
Interest income | - | - | - | 12 | - | 12 | |||
Total revenue | 51,608 | - | 51,608 | 48,311 | - | 48,311 | |||
Operating expenses | |||||||||
Collection activity costs | (15,630) | - | (15,630) | (14,310) | - | (14,310) | |||
Professional fees and services | (797) | - | (797) | (1,036) | - | (1,036) | |||
Other operating expenses: | |||||||||
Non recurring items | |||||||||
Bond related costs | - | (1,005) | |||||||
Goodwill impairment | - | (2,309) | |||||||
IPO related costs | (870) | - | |||||||
Settlement provisions | (2,560) | - | |||||||
7 | (8,117) | (3,430) | (11,547) | (4,875) | (3,314) | (8,189) | |||
Total operating expenses | (24,544) | (3,430) | (27,974) | (20,221) | (3,314) | (23,535) | |||
Operating profit | 27,064 | (3,430) | 23,634 | 28,090 | (3,314) | 24,776 | |||
Finance income | 2 | 302 | - | 302 | - | - | - | ||
Finance costs: | |||||||||
Non recurring items | |||||||||
Bond relating costs | - | (3,916) | |||||||
Settlement provision | (143) | - | |||||||
3,7 | (10,220) | (143) | (10,363) | (9,625) | (3,916) | (13,541) | |||
Profit before tax | 17,146 | (3,573) | 13,573 | 18,465 | (7,230) | 11,235 | |||
Taxation charge on ordinary activities | 6 | (3,785) | 672 | (3,113) | (4,890) | 1,144 | (3,746) | ||
Profit for the year attributable to equity shareholders | 13,361 | (2,901) | 10,460 | 13,575 | (6,086) | 7,489 | |||
Other comprehensive income: Foreign exchange translation difference arising on revaluation of foreign operations (which may be reclassified subsequently to profit or loss) | (112) | - | (112) | (42) | - | (42) | |||
Total comprehensive income for the period attributable to equity shareholders | 13,249 | (2,901) | 10,348 | 13,533 | (6,086) | 7,447 | |||
Basic and diluted earnings per share (£) | 4 | 0.08 | 0.06 | 0.09 | 0.05 | ||||
Adjusted earnings per share (£) | 4 | 0.08 | 0.06 | 0.10 | 0.06 |
CONSOLIDATED BALANCE SHEET AS AT 30 JUNE 2014
30 June 2014 | 31 December 2013 | 30 June 2013 | ||||
Assets | Notes | £000 | £000 | £000 | ||
Non-current assets | ||||||
Intangible assets | 3,128 | 3,444 | 3,638 | |||
Property, plant & equipment | 271 | 259 | 235 | |||
Purchased loan portfolios | 8 | 279,704 | 211,787 | 203,032 | ||
Loan notes | 8 | 1,781 | 1,668 | 1,798 | ||
Deferred tax asset | 16 | 12 | 9 | |||
Total non-current assets | 284,900 | 217,170 | 208,712 | |||
Current assets | ||||||
Cash and cash equivalents | 17,147 | 47,520 | 9,964 | |||
Other receivables | 14,460 | 11,701 | 9,101 | |||
Purchased loan portfolios | 8 | 73,062 | 62,145 | 59,408 | ||
Total current assets | 104,669 | 121,366 | 78,473 | |||
Total purchased loan portfolios | 352,766 | 273,932 | 262,440 | |||
Total assets | 389,569 | 338,536 | 287,185 | |||
Equity | ||||||
Share capital | 1,744 | 1,744 | 1,500 | |||
Share premium | 347,436 | 347,436 | 306,000 | |||
Retained earnings | 45,421 | 33,841 | 20,357 | |||
Other reserves | (277,960) | (277,848) | (277,329) | |||
Total equity attributable to shareholders | 116,641 | 105,173 | 50,528 | |||
Liabilities | ||||||
Non-current liabilities | ||||||
Senior secured notes | 11 | 212,587 | 211,920 | 211,184 | ||
Deferred tax liability | 2,435 | 2,646 | 2,232 | |||
Total non-current liabilities | 215,022 | 214,566 | 213,416 | |||
Current liabilities | ||||||
Trade and other payables | 9 | 21,685 | 10,128 | 11,609 | ||
Current tax liability | 3,571 | 2,894 | 4,249 | |||
Revolving credit facility | 11 | 26,946 | - | - | ||
Senior secured notes | 11 | 5,704 | 5,775 | 7,383 | ||
Total current liabilities | 57,906 | 18,797 | 23,241 | |||
Total liabilities | 272,928 | 233,363 | 236,657 | |||
Total equity and liabilities | 389,569 | 338,536 | 287,185 |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 30 JUNE 2014
Ordinary shares | Share premium | Retained earnings | Own Share reserve* | Translation reserve * | Merger reserve * | Total | |||||||
£000 | £000 | £000 | £000 | £000 | £000 | £000 | |||||||
Balance at 1 January 2013 | 1,351 | 275,623 | 12,868 | - | (326) | (276,961) | 12,555 | ||||||
Profit for the period | - | - | 7,489 | - | - | - | 7,489 | ||||||
Exchange differences | - | - | - | - | (42) | - | (42) | ||||||
Total comprehensive income for the period | - | - | 7,489 | - | (42) | - | 7,447 | ||||||
Issue of shares on debt conversion | 149 | 30,377 | - | - | - | - | 30,526 | ||||||
Balance at 30 June 2013 | 1,500 | 306,000 | 20,357 | - | (368) | (276,961) | 50,528 | ||||||
Profit for the period | - | - | 7,622 | - | - | - | 7,622 | ||||||
Exchange differences | - | - | - | - | 43 | - | 43 | ||||||
Total comprehensive income for the period | - | - | 7,622 | - | 43 | - | 7,665 | ||||||
Issue of shares at IPO (net of costs) | 244 | 41,436 | - | - | - | - | 41,680 | ||||||
Repurchase of own shares | - | - | - | (1,430) | - | - | (1,430) | ||||||
Sale of own shares | - | - | 1,501 | 868 | - | - | 2,369 | ||||||
Share-based payments | - | - | 4,361 | - | - | - | 4,361 | ||||||
Balance at 31 December 2013 | 1,744 | 347,436 | 33,841 | (562) | (325) | (276,961) | 105,173 | ||||||
Profit for the period | - | - | 10,460 | - | - | - | 10,460 | ||||||
Exchange differences | - | - | - | - | (112) | - | (112) | ||||||
Total comprehensive income for the period | - | - | 10,460 | - | (112) | - | 10,348 | ||||||
Share based payments | - | - | 1,120 | - | - | - | 1,120 | ||||||
Balance at 30 June 2014 | 1,744 | 347,436 | 45,421 | (562) | (437) | (276,961) | 116,641 |
Any exchange differences are recycled to the statement of comprehensive income.
Own share reserve
The own share reserve comprises the cost of the Company's ordinary shares held by the Group. At 30 June 2014 the Group held 249,304 ordinary shares of 1p each, held in an employee benefit trust. This represents 0.1% of the Company share capital at 30 June 2014.
Translation reserve
The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations.
Merger reserve
The merger reserve represents the reserve generated upon consolidation of the Group following the acquisition of Arrow Global One Limited.
* Other reserves total £277,960,000 deficit (31 December 2013: £277,848,000 deficit, 30 June 2013: £277,329,000 deficit)
Consolidated Statement of Cash Flows for the Period Ended 30 June 2014
Period Ended 30 June 2014 | Period Ended 30 June 2013 | |||
£000 | £000 | |||
Cash flows from operating activities | ||||
Profit before tax | 13,573 | 11,235 | ||
Adjusted for: | ||||
Collections in the period | 69,265 | 62,509 | ||
Income from purchased loan portfolios | (49,925) | (42,719) | ||
Portfolio write up | - | (4,746) | ||
Proceeds from disposal of purchased loan portfolios | 1,585 | 558 | ||
Profit on disposal of purchased loan portfolios | (504) | (115) | ||
Amortisation of financing costs | 667 | 3,594 | ||
Depreciation and amortisation | 391 | 365 | ||
Goodwill impairment (non-recurring non cash item) | - | 2,309 | ||
Increase in rolled up interest on shareholders' loans | - | 1,291 | ||
Increase in rolled up interest on non-controlling interest loans | - | 30 | ||
Interest payable | 9,270 | 7,383 | ||
Foreign exchange losses /(gains) | 700 | (295) | ||
Loss/ (gain) on fair values on derivatives | 139 | (220) | ||
Equity settled share-based payment expenses | 1,120 | - | ||
Cash from secured loan notes from third party | 118 | - | ||
Operating cash flows before movement in working capital | 46,399 | 41,179 | ||
Increase in other receivables | (3,406) | (2,456) | ||
Increase in trade and other payables | 2,828 | 3,232 | ||
Net cash generated by operations | 45,821 | 41,955 | ||
Income taxes and overseas taxation paid | (2,656) | (1,594) | ||
Net cash flows from operating activities before purchases of loan portfolios and loan notes | 43,165 | 40,361 | ||
Purchases of purchased loan portfolios | (91,197) | (50,702) | ||
Purchases of loan notes | - | (1,798) | ||
Net cash used in operating activities | (48,032) | (12,139) | ||
Investing activities | ||||
Purchase of property, plant and equipment | (83) | (49) | ||
Purchase of intangible assets | (24) | (217) | ||
Acquisition of subsidiary, net of cash acquired | - | (17,826) | ||
Net cash used in investing activities | (107) | (18,092) | ||
Financing activities | ||||
Proceeds from additional loans | 26,946 | 6,884 | ||
Proceeds from senior notes (net of fees) | - | 210,626 | ||
Repayment of interest on senior notes | (8,663) | - | ||
Repayment of bank loan | - | (106,859) | ||
Bank interest paid | (584) | - | ||
Repayment of shareholders' loans | - | (77,350) | ||
Repayment of non-controlling interest loans | - | (2,650) | ||
Net cash flows generated by financing activities | 17,699 | 30,651 | ||
Net (decrease)/ increase in cash and cash equivalents | (30,440) | 420 | ||
Cash and cash equivalents at beginning of period | 47,520 | 9,610 | ||
Effect of exchange rates on cash and cash equivalents | 67 | (66) | ||
Cash and cash equivalents at end of period | 17,147 | 9,964 |
Notes
1. Statutory Information
Arrow Global Group PLC (the "Company") is a company domiciled in the United Kingdom. The condensed consolidated financial statements of the Company as at and for the six months ended 30 June 2014 comprise the Company and its subsidiaries (the "Group").
This condensed set of consolidated interim financial statements has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU. They do not include all of the information required for a full annual financial statements, and should be read in conjunction with the consolidated financial statements of the Group as at and for the year ended 31 December 2013.
The annual financial statements of the Group are prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the EU. As required by the Disclosure and Transparency Rules of the Financial Conduct Authority, the interim financial statements has been prepared applying the accounting policies and presentation that were applied in the preparation of the Company's published consolidated annual report for the year ended 31 December 2013.
The consolidated financial statements of the Group as at and for the year ended 31 December 2013 are available upon request from the Company's registered office at Belvedere, 12 Booth Street, Manchester, M2 4AW or online at www.arrowglobalir.net.
The comparative figures for the financial year ended 31 December 2013 are not the Company's statutory accounts for that financial year. Those accounts have been reported on by the Company's auditor and delivered to the registrar of companies. The report of the auditor was
(i) unqualified
(ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report, and
(iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.The interim financial statements of the Group have been prepared under the historical cost convention other than the fair value of derivative contracts and the amortised cost value of portfolio assets. The accounting policies are the same as those given in the annual report and accounts for the period ended 31 December 2013.
The statements were approved by the board of directors on 28 August 2014 and have been reviewed by KPMG LLP.
After making appropriate enquires, the directors have a reasonable expectation that the Company and the Group will be able to continue in operational existence for the foreseeable future, owing to the fact that forecasts show sufficient resources are available throughout the period under review. Thus, they continue to adopt the going concern basis of accounting in preparing the interim results.
2. Finance income
Period ended 30 June 2014 £000 | Period ended 30 June 2013 £000 | |||
Bank interest | 51 | - | ||
Loan note interest | 251 | - | ||
302 | - |
3. Finance costs
Period ended 30 June 2014 £000 | Period ended 30 June 2013 £000 | |||
Interest on minority interest loans | - | (30) | ||
Interest and similar charges on bank loans | (957) | (5,351) | ||
Interest on senior secured notes | (9,131) | (7,383) | ||
Other interest | (151) | (19) | ||
Shareholder interest expense | - | (1,291) | ||
Total interest costs | (10,239) | (14,074) | ||
Fair value gains/(losses) on interest rate swaps | (124) | 533 | ||
Finance costs including non-recurring items | (10,363) | (13,541) | ||
Non-recurring finance costs | 143 | 3,916 | ||
Underlying finance costs | (10,220) | (9,625) |
4. Earnings per share
Period Ended 30 June 2014 | Period Ended 30 June 2013 | |||
£000 | £000 | |||
Basic/diluted earnings per share | ||||
Underlying profit for the period attributable to equity shareholders | 13,361 | 13,575 | ||
Profit for the period attributable to equity shareholders including non-recurring items | 10,460 | 7,489 | ||
Number of ordinary shares | 174,439 | 147,450 | ||
Underlying basic and diluted earnings per share (£) | 0.08 | 0.09 | ||
Basic and diluted earnings per share including non-recurring (£) | 0.06 | 0.05 |
Period Ended 30 June 2014 | Period Ended 30 June 2013 | |||
Adjusted earnings per share | £000 | £000 | ||
Underlying profit for the period attributable to equity shareholders | 13,361 | 13,575 | ||
Profit for the period attributable to equity shareholders including non-recurring items | 10,460 | 7,489 | ||
Add back: shareholder interest expense | - | 1,291 | ||
Underlying | 13,361 | 14,866 | ||
Including non-recurring | 10,460 | 8,780 | ||
Number of ordinary shares | 174,439 | 147,450 | ||
Underlying adjusted earnings per share (£) | 0.08 | 0.10 | ||
Adjusted earnings per share including non-recurring (£) | 0.06 | 0.06 |
5. Dividend
The maiden interim dividend of 1.7 pence per share declared today is the Company's first dividend since the IPO. The Board will continue to pursue a progressive dividend policy targeting a payout ratio of between 25 and 35 per cent of annual underlying net income as set out in the IPO prospectus. However, rather than the annual dividend being split between the interim and final dividend in the proportion 1/3 to 2/3 as previously anticipated, in the future, the interim dividend (from H1 2015 onwards) will be declared at 50% of the prior year's final dividend with the subsequent final dividend being proposed based on the underlying net income for the year and in accordance with the payout ratio above.
The maiden interim dividend of 1.7p per share (2013: nil) is payable on 9 October 2014 to shareholders who are on the register as at 12 September 2014. The maiden dividend, which amounts to £2,965,000 (30 June 2013: £nil), has not been recognised as a liability in these interim financial statements.
6. Tax
The applicable corporation tax rate for the period to 30 June 2014 was 21.5% (30 June 2013: 23.25%). The Group's effective consolidated tax rate for the six months ended 30 June 2014 was 22.9% (30 June 2013: 33.3%). The effective tax rate in the period to 30 June 2013 was unusually high due to non deductible non recurring expenses and overseas tax differences no longer applicable this year. The current period effective rate tax is reflective of the applicable corporate tax rate for the year and reconciling items.
Non-recurring tax
We have identified non-recurring items in the period to 30 June 2014 amounting to £3,573,000 (30 June 2013: £7,230,000) of which £444,000 is not deductible for tax purposes.
7. Non-recurring items
Period Ended 30 June 2014 | Period Ended 30 June 2013 | |||
£000 | £000 | |||
Other operating expenses | 3,430 | 3,314 | ||
Finance costs | 143 | 3,916 | ||
Total non-recurring items | 3,573 | 7,230 |
Non-recurring items are items that, by virtue of their size and incidence, are not considered to be representative of the underlying performance of the Group.
Non-recurring items amounted to £3.6 million, mainly due to a provision for resolution of a historical tax issue of £2.4 million and share option charges in relation to the IPO of £0.9 million.
In the period ended 30 June 2013, the non-recurring items included in other operating expenses represented goodwill impaired in connection with the acquisition of Arrow Global Accounts Management Limited, costs associated with the senior secured notes issuance and restructuring costs.
8. Financial assets
30 June 2014 | 31 December 2013 | 30 June 2013 | ||||
£000 | £000 | £000 | ||||
Non Current: | ||||||
Purchased loan portfolios | 279,704 | 208,042 | 199,362 | |||
Portfolio write up | - | 3,745 | 3,670 | |||
279,704 | 211,787 | 203,032 | ||||
Loan notes | 1,781 | 1,668 | 1,798 | |||
281,485 | 213,455 | 204,830 | ||||
Current: | ||||||
Purchased loan portfolios | 73,062 | 61,047 | 58,332 | |||
Portfolio write up | - | 1,098 | 1,076 | |||
73,062 | 62,145 | 59,408 | ||||
Total | 354,547 | 275,600 | 264,238 |
Purchased loan portfolios
The Group recognises income from purchased loan portfolios in accordance with IAS 39. At 30 June 2014, the carrying amount of the purchased loan portfolio asset was £352,766,000 (31 December 2013: £273,932,000).
The movements in purchased loan portfolio assets were as follows:
Period Ended 30 June 2014 | Year Ended 31 December 2013 | Period Ended 30 June 2013 | ||||
£000 | £000 | £000 | ||||
As at the period brought forward | 273,932 | 208,171 | 208,171 | |||
Portfolios acquired during the period * | 101,139 | 84,308 | 50,702 | |||
Portfolios acquired through acquisition of a subsidiary | - | 18,301 | 18,301 | |||
Collections in the period | (69,265) | (127,840) | (62,509) | |||
Income from purchased loan portfolios | 49,925 | 87,330 | 42,719 | |||
Exchange gain/(loss) on purchased loan portfolios | (1,878) | 161 | 749 | |||
Disposal of purchased loan portfolios | (1,087) | (1,342) | (440) | |||
Portfolio write up | - | 4,843 | 4,746 | |||
As at the period end | 352,766 | 273,932 | 262,440 |
* inclusive of capitalised portfolio expenditure of £1,802,000 (31 December 2013: £1,759,000)
9. Trade and other payables
30 June 2014 | 31 December 2013 | 30 June 2013 | ||||
£000 | £000 | £000 | ||||
Trade payables | 5,594 | 4,375 | 4,623 | |||
Deferred consideration | 12,413 | 2,979 | - | |||
Taxation and social security | 136 | - | 120 | |||
Other liabilities and accruals | 3,542 | 2,774 | 6,696 | |||
21,685 | 10,128 | 11,439 |
The directors consider that the carrying amounts approximate to their fair value on the basis that the balances are short term in nature.
10. Related party transactions
The Company is the ultimate parent entity of the Group. Intercompany transactions with wholly owned subsidiaries have been excluded from this note, as per the exemption offered in IAS 24.
Related party balances as at each period end were as follows:
As at 30 June 2014: | Key management personnel | Total | |||||
£000 | £000 | ||||||
Trade | - | - | |||||
- | - | ||||||
As at 31 December 2013: | |||||||
£000 | £000 | ||||||
Trade | 2 | 2 | |||||
2 | 2 |
Summary of transactions
During the period GKV Limited, owned by director Gillian Key-Vice charged the Group £1,546 in relation to consultancy services provided on Group projects.
11. Borrowings
30 June 2014 | 31 December 2013 | 30 June 2013 | ||||
Secured borrowing at amortised cost | £000 | £000 | £000 | |||
Senior secured notes (net of transaction fees of £7,413,000, December 2013: £8,080,000) | 212,587 | 211,920 | 211,184 | |||
Revolving credit facility (net of transaction fees of £nil) | 26,946 | - | - | |||
Senior secured notes interest | 5,704 | 5,775 | 7,383 | |||
245,237 | 217,695 | 218,567 | ||||
Total borrowings | ||||||
Amount due for settlement within 12 months | 32,650 | 5,775 | 7,383 | |||
Amount due for settlement after 12 months | 212,587 | 211,920 | 211,184 |
Senior secured notes
On 29 January 2013, the Group issued £220 million of 7.875% senior secured notes due 2020 (the "senior secured notes"). Net proceeds of £211.2 million included issuance costs that were capitalised within the financial instrument. The proceeds from this issuance were used to repay the bank loans, shareholder loans, and the non-controlling interest loan in full resulting in recognition of a £3,036,000 amortisation of previously capitalised transaction costs. In addition, there was a cancellation fee of £880,000 for early settlement of the revolving credit facility in place at that time.
The senior secured notes can be redeemed in full or in part on or after 1 March 2016 at the Group's option. Prior to 1 March 2016 the Group may redeem, at its option, some or all of the senior secured notes at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, plus an applicable "make-whole" premium. The notes are secured by substantially all of the assets of the Group. Interest is paid bi-annually.
Revolving credit facility
On 29 January 2013, the Group entered into a revolving credit facility (the "revolving credit facility") with The Royal Bank of Scotland plc ("RBS"), as security agent for a consortium of participating financial institutions. The revolving credit facility terminates on 28 January 2018 and bears interest at a rate per annum equal to LIBOR or EURIBOR (as applicable) plus certain mandatory costs and a margin of 4.25% per annum, subject to a margin ratchet based on the loan-to-value ("LTV") ratio at each quarter end. The new revolving credit facility was increased to £55 million on 22 October 2013. During the period the revolving credit facility was drawn down by £26,946,000 and this remains the position at the 30 June 2014.
The Group is also required to pay a commitment fee on available but not utilised or not cancelled commitments under the new revolving credit facility at a rate of 40% of the applicable margin per annum on the undrawn portion of each lender's commitment. The new revolving credit facility is secured by the same assets as the senior secured notes. Interest is paid based on agreement when the facility is drawn down, payable every one, three or six months.
12. Segmental reporting
The Group represents a single reportable segment. Collections information is available for the UK and Portuguese operations. Such information does not constitute sufficient information upon which to base resource allocation decisions. This is the only information analysed between the UK and Portugal received on a regular basis by the chief operating decision maker ("CODM") and consequently one segment was identified. The CODM is considered to be the board of directors collectively.
30 June 2014 | 30 June 2013 | |||
£000 | £000 | |||
Total revenue | 51,608 | 48,311 | ||
Adjusted EBITDA | 47,965 | 43,436 | ||
Portfolio amortisation | (19,340) | (19,790) | ||
Portfolio write up | - | 4,746 | ||
Depreciation and amortisation | (391) | (365) | ||
Foreign exchange gains/(losses) | (781) | 295 | ||
Amortisation of acquisition and bank facility fees | (139) | (232) | ||
Share based payments | (250) | - | ||
Exceptional items | (3,430) | (3,314) | ||
Operating profit | 23,634 | 24,776 | ||
Interest income | 302 | - | ||
Interest costs | (10,239) | (14,074) | ||
Fair value gains/(losses) on interest rate swaps | (124) | 533 | ||
Profit before tax | 13,573 | 11,235 | ||
Taxation | (3,113) | (3,746) | ||
Profit for the year attributable to equity shareholders | 10,460 | 7,489 |
30 June 2014 | 31 December 2013 | |||
£000 | £000 | |||
Purchased loan portfolios | 352,766 | 273,932 | ||
Balance sheet | ||||
Total segment assets | 389,553 | 338,524 | ||
Total segment liabilities | (266,922) | (227,823) | ||
Segment net assets | 122,631 | 110,701 |
Unallocated assets which is represented by deferred tax balances | 16 | 12 | ||
Unallocated liabilities which is represented by deferred and current tax balances | (6,006) | (5,540) | ||
Consolidated net assets | 116,641 | 105,173 |
13. Financial instruments
Fair values
The fair values of financial assets and financial liabilities that are traded in active markets are based on quoted market prices or dealer price quotations. For all other financial instruments, the Group determines fair values using other valuation techniques.
For financial instruments that trade infrequently and have little price transparency, fair value is less objective, and requires varying degrees of judgement depending on liquidity, concentration, uncertainty of market factors, pricing assumptions and other risks affecting the specific instrument.
Valuation models
The Group measures fair values using the following fair value hierarchy, which reflects the significance of the inputs used in making the measurements.
· Level 1: inputs that are quoted market prices (unadjusted) in active markets for identical instruments
· Level 2: inputs other than quoted market prices within Level 1 that are observable either directly (i.e. as prices) or indirectly (i.e. derived from prices). This category includes instruments valued using: quoted market prices in active markets for similar instruments; quoted prices for identical or similar instruments in markets that are considered less than active; or other valuation techniques in which all significant inputs are directly or indirectly observable from market data
· Level 3: inputs that are unobservable. This category includes all instruments for which the valuation technique includes inputs not based on observable data and the unobservable inputs have a significant effect on the instrument's valuation. This category includes instruments that are valued based on quoted prices for similar instruments for which significant unobservable adjustments or assumptions are required to reflect differences between the instruments.
The objective of valuation techniques is to arrive at a fair value measurement that reflects the price that would be received to sell the asset or paid to transfer the liability in an orderly transaction between market participants at the measurement date.
Valuation techniques include net present value and discounted cash flow models, using prices from observable current market transactions and dealer quotes for similar instruments and unobservable inputs such as historic performance data and the PCB output. The purchased loan portfolios fair value is calculated using discounted net 84-month forecast cash flows. The fair values of derivative instruments are calculated using quoted prices. Foreign currency forward contracts are measured using quoted forward exchange rates and yield curves derived from quoted interest rates matching maturities of the contracts. Interest rate swaps are measured at the present value of future cash flows estimated and discounted based on the applicable yield curves derived from quoted interest rates.
Borrowings are considered to be reported at fair value as these were arm's length transactions at prevailing market rates. The Group has not identified a significant change in the availability of such market rates. Assets and liabilities measured at fair value on a non-recurring basis include goodwill, property, plant and equipment, and other intangible assets. Such assets are reviewed for impairment indicators. If a triggering event has occurred, the assets are re-measured when the estimated fair value of the corresponding asset or asset group is less than the carrying value. The fair value measurements, in such instances, are based on significant unobservable inputs (Level 3). There were no significant impairments recorded during the period ended 30 June 2014.
Derivative financial instruments are initially recognised, and subsequently measured, at fair value.
Financial instruments measured at fair value - fair value hierarchy
The following table analyses financial instruments measured at fair value at the reporting date, by the level in the fair value hierarchy into which the fair value measurement is categorised. The amounts are based on the values recognised in the statement of financial position.
Level 1 | Level 2 | Level 3 | Total | ||
£000 | £000 | £000 | £000 | ||
Assets | |||||
30 June 2014: | |||||
Derivative assets | - | 402 | - | 402 | |
Total assets | - | 402 | - | 402 | |
31 December 2013: | |||||
Derivative assets | - | 507 | - | 507 | |
Total assets | - | 507 | - | 507 |
Of the above derivative contracts, the net fair value asset of £402,000 (December 2013: asset of £507,000) has been determined as a Level 2 measurement. There have been no transfers in or out of Level 2.
Financial instruments not measured at fair value - fair value hierarchy
Level 1 | Level 2 | Level 3 | Total | ||
£000 | £000 | £000 | £000 | ||
Assets | |||||
30 June 2014: | |||||
Purchased loan portfolios | - | - | 352,766 | 352,766 | |
Total assets | - | - | 352,766 | 352,766 | |
31 December 2013: | |||||
Purchased loan portfolios | - | - | 273,932 | 273,932 | |
Total assets | - | - | 273,932 | 273,932 |
There have been no transfers in or out of Level 3.
The balance sheet value of the Group's purchased loan portfolios is derived from discounted cash flows generated by an 84-month ERC model. The inputs into the ERC model are historic portfolio collection performance data. This ERC is updated with the Core Collections experience to date on a monthly basis.
Estimates of cash flows that determine the effective interest rate are established for each purchased portfolio over 12 months old and are based on the Group's collection history with respect to portfolios comprising similar attributes and characteristics such as date of purchase, original credit grantor, type of receivable, customer payment histories, customer location, and the time since the original charge off.
Management consider that the valuing of the purchased loan portfolios at amortised cost is comparable to the fair value.
The Group has an established control framework with respect to the measurement of purchased loan portfolio values. This includes regular monitoring of portfolio performance, overseen by the portfolio review committee, which considers actual versus forecast results at an individual portfolio level, re-forecasts cash flows on a quarterly basis, reviews actual against forecast IRR, signs off the latest ERC forecast, assesses the carrying value of the portfolio assets and reviews revenue recognition.
A reconciliation of the opening to closing balances for the period of the purchased loan portfolios can be seen in note 8.
Glossary
"Adjusted EBITDA" means profit for the period attributable to equity shareholders before interest, tax, depreciation, amortisation, portfolio write up, foreign exchange gains or losses and Non-recurring items and share-based payments. The adjusted EBITDA reconciliations for the period ended 30 June 2014 are shown below:
Reconciliation of Net Cash Flow to EBITDA | Period Ended 30 June 2014 £000 | Period Ended 30 June 2013 £000 | |
Net cash flow used in operating activities | (48,032) | (12,139) | |
Purchases of loan portfolios | 91,197 | 50,702 | |
Purchases of loan notes | - | 1,798 | |
Proceeds from disposal of loan portfolios | (1,585) | (558) | |
Income taxes paid | 2,656 | 1,594 | |
Working capital adjustments | 460 | (4,370) | |
Profit on disposal of purchased loan portfolios | 504 | 115 | |
Amortisation of acquisition and bank facility fees | 139 | 790 | |
Foreign exchange losses | 66 | - | |
Gain on fair value derivatives | - | 220 | |
Fair value gains on interest rate swaps | - | (533) | |
Interest payable | - | 896 | |
Non-recurring items | 2,560 | 4,921 | |
Adjusted EBITDA | 47,965 | 43,436 | |
Reconciliation of Core Collections to EBITDA | |||
£000 | £000 | ||
Income from loan portfolios | 49,925 | 42,719 | |
Portfolio amortisation | 19,340 | 19,790 | |
Core collections | 69,265 | 62,509 | |
Profit on portfolios | 504 | 127 | |
Other income | 1,179 | 719 | |
Operating expenses | (27,974) | (23,535) | |
Depreciation and amortisation | 391 | 365 | |
Foreign exchange losses/(gains) | 781 | (295) | |
Amortisation of acquisition and bank facility fees | 139 | 232 | |
Share based payments | 250 | - | |
Non-recurring items | 3,430 | 3,314 | |
Adjusted EBITDA | 47,965 | 43,436 | |
Reconciliation of Operating Profit to EBITDA | |||
£000 | £000 | ||
Profit for the period attributable to equity shareholders | 10,460 | 7,489 | |
Finance income and costs | 10,061 | 9,625 | |
Taxation charge on ordinary activities | 3,113 | 3,746 | |
Non-recurring items | - | 3,916 | |
Operating profit | 23,634 | 24,776 | |
Portfolio amortisation | 19,340 | 19,790 | |
Portfolio write-up | - | (4,746) | |
Depreciation and amortisation | 391 | 365 | |
Foreign exchange losses/(gains) | 781 | (295) | |
Amortisation of acquisition and bank facility fees | 139 | 232 | |
Share based payments | 250 | - | |
Non-recurring items | 3,430 | 3,314 | |
Adjusted EBITDA | 47,965 | 43,436 |
"Adjusted EBITDA ratio" represents the ratio of Adjusted EBITDA to core collections.
"Collection activity costs" represents the direct costs of external collections related to the Group's purchased loan portfolios, such as commissions paid to third party outsourced providers, credit bureau data costs and legal costs associated with collections.
"Core collections" or "core cash collections" mean collections on the Group's existing portfolios.
"Cost-to-collect ratio" is the ratio of collection activity costs to core collections.
"Creditors" means financial institutions or other initial credit providers to consumers, certain of which entities choose to sell paying accounts or non-paying accounts receivables related thereto to
debt purchasers (such as the Group).
"Customers" means consumers whose unsecured loan obligation is owed to Arrow Global as a result of a portfolio purchase made by the Group.
"Defaulted debt" means a debt where a customer has seriously breached the repayment terms governing that debt such that it is unlikely to be paid. Under the Consumer Credit Act there are specific legal obligations which require a customer to be sent the relevant statutory default notice(s) after which the customer's agreement may ultimately be terminated. Other types of debts may also be defined as defaulted in the event that they remain unpaid for a period of 90 days or more, if there is not an acceptable arrangement in place to bring the account back up to date, in which case the creditor or lender may reasonably believe that the relationship has broken down. Under the Data Protection Act it is a requirement that any organisation seeking to register a default with a credit reference agency must also send a notice of intention to file a default, this notice is very similar in nature to that required under the Consumer Credit Act both of which give the debtor 28 days to bring the account back up to date before action is taken.
"EBITDA" means earnings before interest, taxation, depreciation and amortisation.
"EIR" means effective interest rate (which is based on the loan portfolio's gross internal rate of return) calculated using the loan portfolio purchase price and forecast 84-Month Gross ERC at the date of purchase. EIR is reassessed to take account of actual performance and may be adjusted up to 12 months after the purchase of each loan portfolio.
"84-Month ERC" and "120-Month ERC" (together "Gross ERC"), mean the Group's estimated remaining collections on purchased loan portfolios over an 84-month or 120-month period, respectively, representing the expected future core collections on purchased loan portfolios over an 84-month or 120-month period (calculated at the end of each month, based on the Group's proprietary ERC forecasting model, as amended from time to time).
"Existing Portfolios" or "purchased loan portfolios" are on the Group's balance sheet and represent all debt portfolios that the Group owns at the relevant point in time.
"FCA" means Financial Conduct Authority.
"FOS" means the UK financial ombudsman service.
"Free cash flow" means adjusted EBITDA after the effect of capital expenditure and working capital movements.
"Gross cash-on-cash multiple" means collections to dateplus the 84-month gross ERC or 120-month gross ERC, as applicable, all divided by the purchase price for each portfolio.
"IPO" means initial public offering.
"IRR" means internal rate of return.
"Loan to Value ratio" represents the ratio of 84-month ERC to net debt.
"Net cash-on-cash multiple" means collections to date plus the 84-month gross ERC or 120-month gross ERC, as applicable, net of collection activity costs, all divided by the purchase price for each portfolio.
"Net debt" means the sum of the outstanding principal amount of the senior secured notes, interest thereon, amounts outstanding under the revolving credit facility and deferred consideration payable in relation to the acquisition of loan portfolios, less cash and cash equivalents. Net debt is presented because it indicates the level of debt after taking out of the Group's assets that can be used to pay down outstanding borrowings, and because it is a component of the maintenance covenants in the revolving credit facility. The breakdown of net debt for the period ended 30 June 2014 is as follows:
30 June 2014 | 30 June 2013 | |
£000 | £000 | |
Cash and cash equivalents | (17,147) | (9,964) |
Senior secured notes (pre transaction fees net off) | 220,000 | 220,000 |
Senior secured notes interest | 5,704 | 7,383 |
Revolving credit facility | 26,946 | - |
Deferred consideration | 12,413 | - |
Net debt | 247,916 | 217,419 |
"Net IRR" or "unlevered net IRR" means a loan portfolio's internal rate of return calculated using expected net core collections for the next 84 months or 120 months, as applicable, subsequent to the date of purchase of the loan portfolio adjusted regularly in line with Gross ERC.
"Paying Account" means an account that has shown at least one payment over the last three months or at least two payments over the last six months.
"PCB" means the Proprietary Collections Bureau.
"Purchased loan portfolios" see "existing portfolios".
"TCF" means the treating customers fairly FCA initiative.
"Underlying net income" means profit for the period attributable to equity shareholders adjusted for the post-tax effect of non-recurring items. The Group presents underlying net income because it excludes the effect of non-recurring items (and the related tax on such items) on the Group's profit or loss for a period and forms the basis of its dividend policy.
"Underlying return on equity" represents the ratio of underlying profit for the period attributable to equity shareholders to average shareholder equity post restructure.
Related Shares:
ARW.L