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ARW Arrow Global Group Plc

307.00
0.00 (0.00%)
26 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Arrow Global Group Plc LSE:ARW London Ordinary Share GB00BDGTXM47 ORD 1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 307.00 307.00 307.50 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Arrow Global Group PLC Results for nine months ended 30 September 2019 (0330T)

12/11/2019 7:00am

UK Regulatory


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TIDMARW

RNS Number : 0330T

Arrow Global Group PLC

12 November 2019

12 November 2019

Arrow Global Group PLC

Results for the nine months ended 30 September 2019

Strong cash generation and continued focus on developing the fund management business

Arrow Global Group PLC (the "Company", and together with its subsidiaries the "Group"), a leading European investor and asset manager in secured and unsecured defaulted and non-core loan portfolios and real estate, announces its results for the nine months ended 30 September 2019.

Key Highlights

   --     Free cashflow grew 14.7% to GBP174.4 million (Q3 2018: GBP152.0 million) 
   --     Profit before tax increased by 65.6% to GBP42.4 million (Q3 2018: GBP25.6 million) 

-- Underlying profit before tax decreased 5.4% to GBP50.4 million (Q3 2018: GBP53.3 million) - including a 15.1% increase in finance costs relating to deferred consideration costs and IFRS 16

   --     Cost efficiency program on track - actions to deliver 40% of run rate savings complete 

-- Strong focus on the development of the fund management business with the build out of AGG Capital Management

   --     Trading is in line with market expectations for the full year 
 
 Group financial highlights       30 September   30 September      Change 
                                          2019           2018           % 
-------------------------------  -------------  -------------  ---------- 
 Portfolio purchases (GBPm)              221.9          200.1        10.9 
 Core collections (GBPm)                 312.5          288.5         8.3 
 Total income (GBPm)                     256.9          255.3         0.6 
 Third party AMS income (GBPm)            68.7           63.3         8.5 
 Operating profit (GBPm)                  82.8           79.3         4.4 
 Profit before tax (GBPm)                 42.4           25.6        65.6 
 Underlying profit before tax 
  (GBPm)                                  50.4           53.3       (5.4) 
 Underlying LTM ROE %                     29.5           33.4   (3.9)ppts 
 Basic EPS (p)                            17.1           11.7        46.2 
 Leverage (x)                              3.7            3.8      (0.1x) 
 84-month ERC (GBPm)                   1,725.8        1,635.6         5.5 
 120-month ERC (GBPm)                  2,036.7        1,968.9         3.4 
 

Commenting on today's results, Lee Rochford, Group Chief Executive Officer of the Company, said:

"Returns in the investment business remain attractive and collections and cash generation both increased strongly during what is traditionally a quieter quarter.

"The primary focus of the Group continues to be to build out our fund management capabilities and good progress has been made following the formation of AGG Capital Management Limited announced in the Group's interim results. Our clear objective is to build a fund management business which will drive substantial growth in AMS revenues and, when combined with the cost efficiency programme, will see the Group evolve to become a more capital light, high margin business with less leverage.

"The Group's highly cash generative characteristics mean we continue to have the flexibility to allocate capital between investment for growth, dividends and deleveraging. We therefore remain confident that we can continue to grow the business, reward shareholders and finish the year within our new targeted lower leverage range of 3.0x-3.5x."

Conference call

There will be a conference call for analysts and investors at 08.30 (UK time).

Investors and analysts wishing to dial-in to the call can register using the following link:

https://bit.ly/2PcMZEm

Notes:

A glossary of terms can be found on pages 15 to 17. More details explaining the business can be found in the Annual Report & Accounts 2018 which is available on the Company's website at www.arrowglobalir.net

For further information:

 
 Arrow Global Group PLC 
 Duncan Browne, Head of Investor Relations   +44 (0) 7925 643 385 
                                              Dbrowne@arrowglobal.net 
 FTI Consulting 
 Neil Doyle                                  +44 (0)20 3727 1141 arrowglobal@fticonsulting.com 
  Tom Blackwell 
  Laura Ewart 
 

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 the 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, the Group 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 and the Group assume no obligation to update or provide any additional information in relation to such forward-looking statements.

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

For the period ended 30 September 2019

 
                                                                                  Unaudited            Unaudited 
                                        Unaudited            Unaudited         three months         three months 
                                nine months ended    nine months ended                ended                ended 
                                30 September 2019    30 September 2018    30 September 2019    30 September 2018 
                                           GBP000               GBP000               GBP000               GBP000 
 Continuing operations 
 Income from portfolio 
  investments at amortised 
  cost                                    142,703              149,837               47,696               53,694 
 Fair value gain on 
  portfolio investments at 
  FVTPL                                    27,634               10,609                6,510                4,501 
 Net impairment gains on 
  portfolio investments at 
  amortised cost and real 
  estate inventories                       17,440               30,795                1,719                7,514 
 Income from real estate 
  inventories                                 118                    -                  118                    - 
                              -------------------  -------------------  -------------------  ------------------- 
 Total income from portfolio 
  investments                             187,895              191,241               56,043               65,709 
 Income from asset 
  management and servicing                 68,680               63,336               23,041               21,984 
 Profit on sale of property                     -                  731                    -                  731 
 Other income                                 292                    -                   90                    - 
                              -------------------  -------------------  -------------------  ------------------- 
 Total income                             256,867              255,308               79,174               88,424 
                              -------------------  -------------------  -------------------  ------------------- 
 Operating expenses: 
 Collection activity costs               (83,124)             (90,331)             (29,107)             (30,391) 
 Other operating expenses                (90,953)             (85,668)             (26,300)             (30,923) 
                              -------------------  -------------------  -------------------  ------------------- 
 Total operating expenses               (174,077)            (175,999)             (55,407)             (61,314) 
                              -------------------  -------------------  -------------------  ------------------- 
 Operating profit                          82,790               79,309               23,767               27,110 
 Net finance costs                       (40,394)             (35,101)             (13,884)             (12,307) 
 Refinancing costs                              -             (18,658)                    -                    - 
 Profit before tax                         42,396               25,550                9,883               14,803 
 Taxation charge                         (10,177)              (5,016)              (2,008)              (2,782) 
                              -------------------  -------------------  -------------------  ------------------- 
 Profit after tax                          32,219               20,534                7,875               12,021 
                              ===================  ===================  ===================  =================== 
 Other comprehensive income: 
 Items that are or may be 
 reclassified subsequently 
 to profit or loss: 
 Foreign exchange 
  translation difference 
  arising on revaluation of 
  foreign operations                      (1,402)                  431                (769)                  882 
 Movement on the hedging 
  reserve                                      38                (279)                   95                   96 
                              -------------------  -------------------  -------------------  ------------------- 
 Total comprehensive income 
  for the period                           30,855               20,686                7,201               12,999 
                              ===================  ===================  ===================  =================== 
 
 Profit attributable to: 
 Owners of the Company                     30,010               20,489                7,906               12,008 
 Non-controlling interest                   2,209                   45                 (31)                   13 
                              -------------------  -------------------  -------------------  ------------------- 
                                           32,219               20,534                7,875               12,021 
                              ===================  ===================  ===================  =================== 
 
 Basic EPS (p)                               17.1                 11.7                  4.5                  6.8 
                              ===================  ===================  ===================  =================== 
 Diluted EPS (p)                             16.6                 11.5                  4.4                  6.8 
                              ===================  ===================  ===================  =================== 
 

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 September 2019

 
                                           Unaudited 30 September   Unaudited 31 December   Unaudited 30 September 
                                                             2019                    2018                     2018 
                                    Note                   GBP000                  GBP000                   GBP000 
 Assets 
 Cash and cash equivalents                                 97,828                  92,001                   62,073 
 Trade and other receivables                               98,132                  94,206                   80,245 
 Portfolio investments - 
  amortised cost                     2                    927,306                 869,056                  870,671 
 Portfolio investments - FVTPL       2                    175,354                 217,974                  180,830 
 Portfolio investments - real 
  estate inventories                 2                     59,877                       -                        - 
 Property, plant and equipment                             27,542                   7,761                    6,846 
 Other intangible assets                                   38,388                  44,264                   44,448 
 Deferred tax asset                                         8,697                   8,113                        - 
 Goodwill                                                 275,211                 262,679                  224,203 
 Total assets                                           1,708,335               1,596,054                1,469,316 
                                          =======================  ======================  ======================= 
 Liabilities 
 Bank overdrafts                     3                      2,477                   2,696                    3,624 
 Revolving credit facility           3                    247,975                 242,121                  185,024 
 Derivative liability                                         642                     502                       77 
 Trade and other payables                                 215,291                 197,657                  149,314 
 Current tax liability                                      8,873                   7,915                    3,231 
 Other borrowings                    3                      3,384                  11,635                   13,468 
 Asset-backed loans                  3                     91,620                       -                        - 
 Senior secured notes                3                    916,096                 926,340                  916,060 
 Deferred tax liability                                    15,305                  14,930                    9,411 
                                          -----------------------  ----------------------  ----------------------- 
 Total liabilities                                      1,501,663               1,403,796                1,280,209 
                                          -----------------------  ----------------------  ----------------------- 
 Equity 
 Share capital                                              1,769                   1,763                    1,763 
 Share premium                                            347,436                 347,436                  347,436 
 Retained earnings                                        124,730                 116,589                  113,196 
 Hedging reserve                                            (546)                   (584)                    (622) 
 Other reserves                                         (274,956)               (273,547)                (274,486) 
 Total equity attributable to 
  shareholders                                            198,433                 191,657                  187,287 
                                          -----------------------  ----------------------  ----------------------- 
 Non-controlling interest                                   8,239                     601                    1,820 
                                          -----------------------  ----------------------  ----------------------- 
 Total equity                                             206,672                 192,258                  189,107 
                                          -----------------------  ----------------------  ----------------------- 
 Total equity and liabilities                           1,708,335               1,596,054                1,469,316 
                                          =======================  ======================  ======================= 
 

Note - the balance sheet has been presented on a reducing liquidity basis, and prior periods have been represented accordingly on this basis.

UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the period ended 30 September 2019

 
                                     Ordinary   Other equity reserves      Total   Non-controlling interest      Total 
                                       shares 
                                       GBP000                  GBP000     GBP000                     GBP000     GBP000 
 Balance at 1 January 2018              1,753                 193,395    195,148                        173    195,321 
 Impact of adopting IFRS 9                  -                (14,000)   (14,000)                          -   (14,000) 
 Impact of adopting IFRS 15                 -                   (199)      (199)                          -      (199) 
 Balance post IFRS adjustments at 
  1 January 2018                        1,753                 179,196    180,949                        173    181,122 
 Profit for the period                      -                  20,489     20,489                         45     20,534 
 Exchange differences                       -                     431        431                          -        431 
 Net fair value gains on cash flow 
  hedges                                    -                   (355)      (355)                          -      (355) 
 Tax on hedged items                        -                      76         76                          -         76 
                                    ---------  ----------------------  ---------  -------------------------  --------- 
 Total comprehensive income for 
  the period                                -                  20,641     20,641                         45     20,686 
 Shares issued in the period               10                       -         10                          -         10 
 Repurchase of own shares                   -                 (2,509)    (2,509)                          -    (2,509) 
 Share-based payments                       -                   2,384      2,384                          -      2,384 
 Non-controlling interest on 
  acquisition                               -                       -          -                      1,645      1,645 
 Dividend paid                              -                (14,156)   (14,156)                          -   (14,156) 
 Dividend paid by NCI                       -                       -          -                       (43)       (43) 
 Balance at 30 September 2018           1,763                 185,556    187,319                      1,820    189,139 
 Adjustment to IFRS 15 impact 
  through profit                            -                    (32)       (32)                          -       (32) 
 Balance post IFRS 15 adjustment 
  at 30 September 2018                  1,763                 185,524    187,287                      1,820    189,107 
                                    ---------  ----------------------  ---------  -------------------------  --------- 
 Profit for the period                      -                   9,512      9,512                          -      9,512 
 Exchange differences                       -                   2,141      2,141                          -      2,141 
 Recycled to profit after tax               -                 (1,202)    (1,202)                          -    (1,202) 
 Net fair value losses on cash 
  flow hedges                               -                      64         64                          -         64 
 Tax on hedged items                        -                    (26)       (26)                          -       (26) 
 Total comprehensive income for 
  the period                                -                  10,489     10,489                          -     10,489 
 Share-based payments                       -                     883        883                          -        883 
 Dividend paid                              -                 (7,002)    (7,002)                          -    (7,002) 
 Non-controlling interest on 
  acquisition                               -                       -          -                    (1,219)    (1,219) 
 Balance at 31 December 2018            1,763                 189,894    191,657                        601    192,258 
 Impact of adopting IFRS 16                 -                   (947)      (947)                          -      (947) 
 Balance post IFRS adjustments at 
  1 January 2019                        1,763                 188,947    190,710                        601    191,311 
 Profit for the period                      -                  30,010     30,010                      2,209     32,219 
 Exchange differences                       -                 (1,402)    (1,402)                          -    (1,402) 
 Net fair value losses on cash 
  flow hedges                               -                      49         49                          -         49 
 Tax on hedged items                        -                    (11)       (11)                          -       (11) 
                                    ---------  ----------------------  ---------  -------------------------  --------- 
 Total comprehensive income for 
  the period                                -                  28,646     28,646                      2,209     30,855 
 Shares issued in the period                6                       -          6                          -          6 
 Repurchase of own shares                   -                     (6)        (6)                          -        (6) 
 Share-based payments                       -                   2,024      2,024                          -      2,024 
 Non-controlling interest on 
  acquisition                               -                       -                                 5,429      5,429 
 Dividend paid                              -                (22,947)   (22,947)                          -   (22,947) 
 Balance at 30 September 2019           1,769                 196,664    198,433                      8,239    206,672 
                                    ---------  ----------------------  ---------  -------------------------  --------- 
 

UNAUDITED CONSOLIDATED STATEMENT OF CASHFLOWS

For the period ended 30 September 2019

 
                                                                   Unaudited period ended   Unaudited period ended 
                                                                             30 September             30 September 
                                                                                     2019                     2018 
                                                                                   GBP000                   GBP000 
 Net cash flows from operating activities before purchases of 
  portfolio investments                                                           202,298                  180,556 
 Purchase of portfolio investments                                              (221,885)                (203,150) 
 Net cash used in operating activities                                           (19,587)                 (22,594) 
 Net cash used in investing activities                                           (20,227)                 (61,630) 
 Net cash flows generated by financing activities                                  47,003                  110,511 
                                                                  -----------------------  ----------------------- 
 Net increase in cash and cash equivalents                                          7,189                   26,287 
 Cash and cash equivalents at beginning of period                                  92,001                   35,943 
 Effect of exchange rates on cash and cash equivalents                            (1,362)                    (157) 
                                                                  -----------------------  ----------------------- 
 Cash and cash equivalents at end of period                                        97,828                   62,073 
                                                                  -----------------------  ----------------------- 
 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

   1.         Significant accounting policy updates 

These financial statements are unaudited and do not include all of the information required for full annual or interim financial statements and therefore are not fully compliant with IAS 34 - Interim financial reporting. These quarterly results should be read in conjunction with the consolidated financial statements of the Group as at and for the year ended 31 December 2018.

The annual financial statements of the Group are prepared in accordance with IFRS as adopted for use in the EU, and therefore comply with Article 4 of the EU IFRS Regulation. As required by the Disclosure and Transparency Rules of the Financial Conduct Authority, these financial statements have been prepared applying the accounting policies and presentation that were applied in the preparation of the Group's published consolidated annual report for the year ended 31 December 2018, other than IFRS 16, which has been applied for the first time this year. Changes to significant accounting policies in 2019 have been disclosed below.

The consolidated financial statements of the Group for the year ended 31 December 2018 are available upon request from the Company's registered office at Belvedere, 12 Booth Street, Manchester, M2 4AW and can also be found online at www.arrowglobalir.net.

IFRS 16 is effective from 1 January 2019 and the Group has adopted it from this date.

IFRS 16 replaces the previous standard IAS 17 'Leases', bringing a number of leases on balance sheet, which were previously off-balance sheet and accounted for as operating leases under IAS 17.

The Group is not required to restate comparatives on the initial adoption of IFRS 16 and has therefore applied the modified retrospective approach. The Group has applied exemptions where appropriate for short-term leases of twelve months or less and low value assets to be expensed and has also applied 'grandfathering' to all IAS 17 judgements previously made. The incremental borrowing rates used to measure lease liabilities at initial application ranged between 4.2% and 7.2%.

The standard transition has led to a one-off opening 2019 reserves reduction of GBP0.9 million, a right-of-use asset disclosed in property, plant equipment of GBP23.8 million, a lease liability of GBP27.3 million and a release of lease accruals of GBP2.6 million, all of which are disclosed in trade and other payables.

The Group now holds a number of material real estate portfolio investments which are being held for immediate sale or being developed with a view to sell immediately once such development work is completed. As such, the Group has assessed that it should account for such investments under 'IAS 2 - Inventories'.

Under IAS 2 these investments are held at their original cost plus any subsequent capital expenditure and are not subject to revaluations on a periodic basis. Such assets will be assessed for impairment at each reporting date, but any gain on these investments will not be recognised until they are sold and derecognised from the balance sheet.

   2.         Portfolio investments 

The movements in portfolios investments were as follows:

Period ended 30 September 2019

 
                                  Amortised      FVTPL    Real Estate       Total 
                                       cost               Inventories 
                                     GBP000     GBP000         GBP000      GBP000 
 As at 1 January 2019               869,056    217,974              -   1,087,030 
                                 ----------  ---------  -------------  ---------- 
 Portfolios purchased 
  during the period                 172,417     24,302         25,166     221,885 
 Transfer between categories          9,954   (44,021)         34,067           - 
 Collections in the period        (264,002)   (48,164)          (328)   (312,494) 
 Income from portfolio 
  investments at amortised 
  cost                              142,703          -              -     142,703 
 Fair value gain on portfolios 
  at FVTPL                                -     27,634              -      27,634 
 Income from real estate 
  inventories                             -          -            118         118 
 Net impairment gains/(losses)       17,446          -            (6)      17,440 
 Exchange and other movements       (7,107)    (2,371)            860     (8,618) 
 Portfolio restructure             (13,161)          -              -    (13,161) 
 As at 30 September 2019            927,306    175,354         59,877   1,162,537 
                                 ==========  =========  =============  ========== 
 

Transfer between categories represents positions where the Group has originally held one type of instrument relating to a portfolio, and subsequently increased or changed its interest in the portfolio, leading to the requirement to consolidate the underlying structure onto the Group's balance sheet. This leads to a change in the classification of the portfolio investment held. The 'portfolio restructure' represents the restructure of a leveraged structured deal to move to a de-levered position, and hence change the nature of the holding whist extinguishing related liabilities.

Year ended 31 December 2018

 
                                  Amortised      FVTPL    Real Estate       Total 
                                       cost               Inventories 
                                     GBP000     GBP000         GBP000      GBP000 
 As at 1 January 2018               920,578     30,889              -     951,467 
 Impact of adopting IFRS 
  9 at 1 January 2018              (93,734)     76,734              -    (17,000) 
                                 ----------  ---------  -------------  ---------- 
 Brought forward after 
  impact of IFRS 9 opening 
  adjustment                        826,844    107,623              -     934,467 
 Portfolios purchased 
  during the period                 169,514     93,836              -     263,350 
 Portfolio additions from 
  acquired entities                   3,339      8,514              -      11,853 
 Collections in the period        (387,699)   (23,889)              -   (411,588) 
 Income from portfolio 
  investments                       188,862      5,070              -     193,932 
 Fair value gain on portfolios 
  at FVTPL                                -     24,745              -      24,745 
 Net impairment gain                 50,727          -              -      50,727 
 Exchange and other movements        17,469      2,075              -      19,544 
                                 ----------  ---------  -------------  ---------- 
 As at 31 December 2018             869,056    217,974              -   1,087,030 
                                 ==========  =========  =============  ========== 
 

Period ended 30 September 2018

 
                                  Amortised      FVTPL    Real Estate       Total 
                                       cost               Inventories 
                                     GBP000     GBP000         GBP000      GBP000 
 As at 1 January 2018               920,578     30,889              -     951,467 
 Impact of adopting IFRS 
  9 at 1 January 2018              (93,734)     76,734              -    (17,000) 
                                 ----------  ---------  -------------  ---------- 
 Brought forward after 
  impact of IFRS 9 opening 
  adjustment                        826,844    107,623              -     934,467 
 Portfolios purchased 
  during the period                 134,283     65,845              -     200,128 
 Portfolio additions from 
  acquired entities                   2,409      8,514              -      10,923 
 Collections in the period        (270,973)   (17,540)              -   (288,513) 
 Income from portfolio 
  investments at amortised 
  cost                              144,767      5,070              -     149,837 
 Fair value gain on portfolios 
  at FVTPL                                -     10,609              -      10,609 
 Net impairment gain                 30,795          -              -      30,795 
 Exchange and other movements         2,546        709              -       3,255 
 As at 30 September 2018            870,671    180,830              -   1,051,501 
                                 ==========  =========  =============  ========== 
 
   3.         Borrowings and facilities 
 
                                                                         30 September   31 December   30 September 
                                                                                 2019          2018           2018 
                                                                               GBP000        GBP000         GBP000 
 Senior secured notes (net of transaction fees of GBP13.3m, 31 
  December 2018: GBP14.4m, 30 
  September 2018: GBP15.3m)                                                   916,096       926,340        916,060 
 Revolving credit facility (net of transaction fees of GBP3.9m, 31 
  December 2018: GBP4.0m, 
  30 September 2018: GBP3.3m)                                                 247,975       242,121        185,024 
 Asset backed loan (net of transaction fees of GBP1.6m)                        91,620             -              - 
 Bank overdrafts                                                                2,477         2,696          3,624 
 Other borrowings                                                               3,384        11,635         13,468 
                                                                        -------------  ------------  ------------- 
 Total borrowings                                                           1,261,552     1,182,792      1,118,176 
                                                                        =============  ============  ============= 
 
 Amount due for settlement within 12 months                                   274,923       259,045        198,575 
 Amount due for settlement after 12 months                                    986,629       923,747        919,601 
                                                                        -------------  ------------  ------------- 
                                                                            1,261,552     1,182,792      1,118,176 
                                                                        =============  ============  ============= 
 

Asset Backed Securitisation

On 30 April 2019 the Group entered into a GBP100m non-recourse committed asset backed securitisation facility with an advance rate of 55% of 84-month ERC. On the same date, the Group sold GBP137m of ERC into AGL Fleetwood Limited, a wholly owned Group subsidiary and borrowed an initial amount of GBP75m non-recourse funding at Libor +3.1%, under the facility. On 31 July 2019 the Group sold a further GBP44m of ERC into AGL Fleetwood Limited and subsequently borrowed an additional GBP25m non-recourse funding on the same terms under the facility. The facility has a five-year term comprised of an initial two-year revolving period followed by a three-year amortising period with an option to extend the revolving period by one year subject to lender consent.

Revolving credit facility

On 26 February 2019, the maturity of the facility was extended by one year to 4 January 2024 with no change in margin.

   4.         Acquisition of subsidiary undertakings 

On 8 April 2019, the Group acquired 100% of the share capital of Drydens. Drydens is a provider of legal services, the acquisition of which has and will broaden the Group's UK range of servicing capabilities and skills across consumer and commercial litigation, probate and insolvency. The total undiscounted consideration for the acquisition was GBP11,115,000 (including deferred and contingent consideration).

Contingent consideration is payable at various times within two years from completion of the transaction upon the satisfaction of three mutually exclusive conditions which are based upon the business achieving certain targets around future volumes and the successful migration of Group account.

An intangible asset of GBP688,000 has been recognised at acquisition, being the fair value (after appropriate discounting) of expected cash flows arising from existing customer relationships.

Goodwill of GBP14,519,000 was created as a result of this acquisition. The primary reason for the acquisition was to broaden the Group's range of servicing capabilities in the UK.

In the period from acquisition to 30 September 2019, Drydens contributed income of GBP2,508,000 and profit after tax of GBP696,000 to the consolidated results for the period. If the acquisition had occurred on 1 January 2019, Group total income would have been higher by an estimated GBP1,167,000 and profit after tax would have been lower by an estimated GBP24,000.

ADDITIONAL INFORMATION (UNAUDITED)

'Underlying profit' is considered a key measure in understanding the Group's ongoing financial performance.

Adjusting items are those items that management deem by virtue of their size, nature or incidence (i.e. outside the normal operating activities of the Group) to not be representative of the ongoing performance of the Group and these items are excluded from underlying profit.

Reconciliation of reported to underlying costs

 
                                            Period ended 30 September 2019         Period ended 30 September 2018 
                                          Reported   Adjustments   Underlying    Reported   Adjustments   Underlying 
                                            GBP000        GBP000       GBP000      GBP000        GBP000       GBP000 
 Continuing operations 
 Income                                    256,867             -      256,867     255,308             -      255,308 
                                        ----------  ------------  -----------  ----------  ------------  ----------- 
 
 Operating expenses 
 Collection activity costs                (83,124)             -     (83,124)    (90,331)           920     (89,411) 
 Other operating expenses                 (90,953)         7,984     (82,969)    (85,668)         8,135     (77,533) 
                                        ----------  ------------  -----------  ----------  ------------  ----------- 
 Total operating expenses                (174,077)         7,984    (166,093)   (175,999)         9,055    (166,944) 
                                        ----------  ------------  -----------  ----------  ------------  ----------- 
 Operating profit                           82,790         7,984       90,774      79,309         9,055       88,364 
 Net finance costs                        (40,394)             -     (40,394)    (53,759)        18,658     (35,101) 
 Underlying profit before tax               42,396         7,984       50,380      25,550        27,713       53,263 
 Taxation charge                          (10,177)       (1,704)     (11,881)     (5,016)       (5,310)     (10,326) 
                                        ----------  ------------  -----------  ----------  ------------  ----------- 
 Underlying profit after tax                32,219         6,280       38,499      20,534        22,403       42,937 
 Non-controlling interest                  (2,209)             -      (2,209)        (45)             -         (45) 
                                        ----------  ------------  -----------  ----------  ------------  ----------- 
 Underlying profit attributable to 
  owners of the Company                     30,010         6,280       36,290      20,489        22,403       42,892 
                                        ==========  ============  ===========  ==========  ============  =========== 
 
 Underlying Basic EPS (p)                                                20.6                                   24.5 
                                                                  ===========                            =========== 
 Underlying effective tax rate                                          23.6%                                  19.4% 
                                                                  ===========                            =========== 
 
 
 

Adjusting items in the period relate to business acquisition related costs of GBP1.7 million, costs related to the expansion of the Group fund management business of GBP1.0 million and other costs of GBP5.3 million related to the Group's simplification programme, including redundancy and IT decommissioning costs.

Prior period adjusting items within collection activity costs and other operating expenses in the period related to 'One Arrow' costs of GBP6.0 million and business acquisition and other costs of GBP3.1 million.

Financing costs adjusting items in the prior period relate to costs associated with restructuring the Group's long-term financing.

The adjusted EBITDA reconciliations for the periods ended 30 September 2019 and 30 September 2018 are shown below:

 
                                                                          30 September   30 September 
                                                                                  2019           2018 
                                                                                GBP000         GBP000 
 Reconciliation of net cash flow to adjusted EBITDA 
 Net cash used in operating activities                                        (19,587)       (22,594) 
 Purchase of loan portfolios                                                   221,885        203,150 
 Income taxes paid                                                               9,091          6,505 
 Working capital adjustments                                                     6,367          1,769 
 Amortisation of acquisition and bank facility fees                                 72            206 
 Proceeds from sale of property                                                      -          3,759 
 Adjusting items                                                                 7,984          9,055 
 Adjusted EBITDA                                                               225,812        201,850 
                                                                         -------------  ------------- 
 Reconciliation of core collections to EBITDA 
 Income from loan portfolios including revaluations                            187,895        191,241 
 Portfolio amortisation                                                        124,599         97,272 
 Core collections (includes proceeds from disposal of loan portfolios)         312,494        288,513 
 Other income                                                                   68,972         63,336 
 Operating expenses                                                          (174,077)      (175,999) 
 Depreciation and amortisation                                                  14,509         10,696 
 Foreign exchange losses/(gains)                                                   660          (100) 
 Amortisation of acquisition and bank facility fees                                 72            206 
 Disposal of intangible asset                                                    2,051              - 
 Share-based payments                                                            2,024          2,384 
 Proceeds from sale of property                                                      -          3,759 
 Adjusting items                                                                 7,984          9,055 
 Provision releases                                                            (8,877)              - 
 Adjusted EBITDA                                                               225,812        201,850 
                                                                         -------------  ------------- 
 Reconciliation of Operating Profit to EBITDA 
 Profit after tax                                                               32,219         20,534 
 Underlying net finance costs                                                   40,394         35,101 
 Taxation charge on ordinary activities                                         10,177          5,016 
 Adjusting financing costs                                                           -         18,658 
                                                                         -------------  ------------- 
 Operating profit                                                               82,790         79,309 
 Portfolio amortisation                                                        124,599         97,272 
 Depreciation and amortisation                                                  14,509         10,696 
 Foreign exchange losses/(gains)                                                   660          (100) 
 Amortisation of acquisition and bank facility fees                                 72            206 
 Disposal of intangible asset                                                    2,051              - 
 Share-based payments                                                            2,024          2,384 
 Profit on sale of property                                                          -          (731) 
 Proceeds from sale of property                                                      -          3,759 
 Adjusting operating expenses                                                    7,984          9,055 
 Provision releases                                                            (8,877)              - 
 Adjusted EBITDA                                                               225,812        201,850 
                                                                         -------------  ------------- 
 

The table below reconciles the reported profit for the period to the free cash flow result. For completeness we also split out other adjusting items.

Reconciliation of profit after tax to the free cash flow result

 
                   Reported profit   Adjusting items        Underlying   Other items   Free cash flow 
 Income                                          (4)            profit 
                            GBP000            GBP000            GBP000        GBP000           GBP000 
 Income from 
  portfolio 
  investments at                                                                                        Collections in 
  amortised cost           142,703                 -           142,703       169,791          312,494   the period 
 Fair value gain 
  on portfolio 
  investments at 
  FVTPL                     27,634                 -            27,634      (27,634)                - 
 Net impairment 
  gains on 
  portfolio 
  investments at 
  amortised cost 
  and real 
  estate 
  inventories               17,440                 -            17,440      (17,440)                - 
 Income from 
  real estate 
  inventories                  118                 -               118         (118)                - 
 Income from                68,680                 -            68,680             -           68,680   Income from 
 asset                                                                                                  asset 
 management and                                                                                         management and 
 servicing                                                                                              servicing 
 Other income                  292                 -               292             -              292 
                  ----------------  ----------------  ----------------  ------------  ---------------  --------------- 
 Total income 
  (1)                      256,867                 -           256,867       124,599          381,466   Cash income 
 Total operating                                                                                        Cash operating 
  expenses               (174,077)             7,984         (166,093)     10,437(2)     (155,656)      expenses 
                  ----------------  ----------------  ----------------  ------------  ---------------  --------------- 
 Operating                                                                                              Adjusted 
  profit                    82,790             7,984            90,774       135,036       225,810(5)   EBITDA 
 Net financing 
  costs                   (40,394)                 -          (40,394)      3,554(3)         (36,840) 
                                                      ----------------  ------------  --------------- 
 Profit before 
  tax                       42,396             7,984            50,380       138,590          188,970 
 Taxation charge 
  on ordinary 
  activities              (10,177)           (1,704)          (11,881)         2,790          (9,091) 
 Profit after 
  tax                       32,219             6,280            38,499       141,380          179,879 
                  ================  ================  ================  ============  ===============  =============== 
                                                                                              (5,448)   Capital 
                                                                                                        expenditure 
                                                                                            (138,292)   Replacement 
                                                                                                        rate (6) 
                                                                                               36,139   Cash result 
                                                                                      ===============  =============== 
 

(1) Total income is largely derived from income from portfolio investments plus income from asset management and servicing, being commission on collections for third parties and fee income received. The other items add back loan portfolio amortisation to get to core collections. Amortisation reflects a reduction in the statement of financial position carrying value of the portfolio investments arising from collections which are not allocated to income. Amortisation plus income from portfolio investments equates to core collections

(2) Includes non-cash items including depreciation and amortisation, share-based payment charges and FX

(3) Non-cash amortisation of fees and interest

(4) The cash result is viewed on an underlying basis which excludes certain items. These items have been excluded to provide a more comparable basis for assessing the Group's performance between financial periods

(5) This is the adjusted EBITDA for the business, which is a key driver to the cash result. This measure allows us to monitor the operating performance of the Group. See page 13 for detailed reconciliations of adjusted EBITDA

(6) Replacement rate is the rate of portfolio investments purchases, at our target portfolio returns, required over the next 12 months to maintain the 84-month ERC as at 30 September 2019

GLOSSARY

'Adjusted EBITDA' means profit for the period attributable to equity shareholders before interest, tax, depreciation, amortisation, foreign exchange gains or losses and adjusting items.

'Adjusting items' are those items that by virtue of their size, nature or incidence (i.e. outside the normal operating activities of the Group) are not considered by the Board to be representative of the ongoing performance of the Group and are therefore excluded from underlying profit after tax.

'AMS' means asset management and servicing.

'Collection activity costs' represents the direct costs of collections related to the Group's portfolio investments, such as internal staff costs, commissions paid to third party outsourced providers, credit bureau data costs and legal costs associated with collections.

'Core collections' or 'core cash collections' mean cash collections on the Group's existing portfolios including ordinary course portfolio sales and put backs.

'Diluted EPS' means the earnings per share whereby the number of shares is adjusted for the effects of potential dilutive ordinary shares, options and LTIP's.

'Drydens' means Drydens Limited, a company incorporated in England with company number 06765260.

'EBITDA' means earnings before interest, taxation, depreciation and amortisation.

'EPS' means earnings per share.

'84-month ERC' and '120-month ERC' (together 'gross ERC'), mean the Group's estimated remaining collections on portfolio investments over an 84-month or 120-month period, respectively, representing the expected future core collections on portfolio investments 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).

'Free cashflow' means Adjusted EBITDA after the effects of capital expenditure, financing and tax cash impacts and before the replacement rate.

'FVTPL' - means financial instruments at fair value with all gains or losses being recognised in the profit or loss.

'IFRS' means EU adopted international financial reporting standards.

'Gross AMS income' includes commission income, debt collection, due diligence, real estate management, advisory fees and intra-group income for these services.

 
                           30 September 
                                   2019 
                                 GBP000 
 Third party AMS income          68,680 
 Intra-Group AMS income          34,010 
                          ------------- 
 Gross AMS income               102,690 
                          ============= 
 

'Gross income' includes commission income, debt collection, due diligence, real estate management, advisory fees and intra-group income for Asset Management and Servicing, total income for the Investment Business and other income.

 
                               30 September 
                                       2019 
                                     GBP000 
 Third party AMS income              68,680 
 Intra-Group AMS income              34,010 
                              ------------- 
 Gross AMS income                   102,690 
 Investment Business income         187,895 
 Other income                           292 
                              ------------- 
 Gross income                       290,877 
                              ============= 
 

'Leverage' is secured net debt to LTM Adjusted EBITDA.

'LTIP' means the Group long-term incentive plan.

'LTM' means last twelve months and is calculated by the addition of the consolidated financial data for the year ended 31 December 2018 and the consolidated financial data for the nine months to 30 September 2019, and the subtraction of the consolidated financial data for the nine months to 30 September 2018.

'Net debt' means the sum of the outstanding principal amount of the senior secured notes and asset-backed loans, interest thereon, amounts outstanding under the revolving credit facility and deferred consideration payable in relation to the acquisition of portfolio investment, less cash and cash equivalents. Net debt is presented because it indicates the level of debt after removing 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 September 2019 is as follows:

 
                                                             30 September   31 December 
                                                                     2019          2018 
                                                                   GBP000        GBP000 
 Cash and cash equivalents                                       (97,828)      (92,001) 
 Senior secured notes (pre-transaction fees net off)              928,046       935,567 
 Revolving credit facility (pre-transaction fees net off)         251,909       245,587 
 Asset-backed loans (pre-transaction fees net off)                 93,098             - 
                                                            -------------  ------------ 
 Secured net debt                                               1,175,225     1,089,153 
                                                            -------------  ------------ 
 Deferred consideration - acquisitions                             43,386        59,922 
 Deferred consideration - portfolios                               31,293        12,031 
 Senior secured notes interest                                      1,379         5,542 
 Asset backed loan interest                                           129             - 
 Bank overdrafts                                                    2,477         2,696 
 Other borrowings                                                   3,384        11,635 
                                                            -------------  ------------ 
 Net debt                                                       1,257,273     1,180,979 
                                                            =============  ============ 
 

'NCI means non-controlling interest.

'ROE' means the return on equity as calculated by taking profit after tax divided by the average equity attributable to shareholders. Average equity attributable is calculated as the average quarterly equity from Q3 2018 to Q3 2019 as shown in the quarterly, half year and full year statements. In the comparative period this is calculated as the average annual equity attributable.

'Secured net debt' means the sum of the outstanding principal amount of the senior secured notes and asset-backed loans, amounts outstanding under the revolving credit facility, less cash and cash equivalents. Secured net debt is presented because it indicates the level of secured debt after taking out the Group's assets that can be used to pay down outstanding secured borrowings, and because it is a component of the incurrence tests in the senior secured notes. The breakdown of secured net debt for the period ended 30 September 2019 is shown in net debt above.

'Underlying basic EPS' represents earnings per share based on underlying profit after tax, excluding any dilution of shares.

'Underlying profit after tax' means profit for the year attributable to equity shareholders adjusted for the post-tax effect of certain adjusting items. The Group presents underlying profit after tax because it excludes the effect of items (and the related tax on such items) which are not considered representative of the Group's ongoing performance, on the Group's profit or loss and forms the basis of its dividend policy.

'Underlying ROE' represents the ratio of underlying profit for the period attributable to equity shareholders to average shareholder equity.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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November 12, 2019 02:00 ET (07:00 GMT)

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