Professional Documents
Culture Documents
Annual Report 2015
Annual Report 2015
Contents
Key figures 4
Board of Director's report 5
Going concern 15
Confirmation from the Board of Directors and CEO 16
Consolidated Income statement 17
Consolidated Statement of financial position 18
Consolidated Statement of changes in Shareholders' equity 20
Consolidated Statement of cash flow 21
Notes to the consolidated financial statements 22
1 General information 22
2 Summary of significant accounting policies 22
3 Critical accounting estimates 31
4 Financial risk management 32
5 Segment information 36
6 Employees, salaries and other remuneration 38
7 Audit fees 39
8 Financial income and costs 40
9 Income tax 41
10 Fixtures and furniture 43
11 Intangible assets 43
12 Goodwill 44
13 (a) Financial instruments by category 46
13 (b) Credit quality of financial assets 47
14 Purchased loans and receivables 48
15 Other long-term assets 50
16 Trade receivables 50
17 Other short-term receivables 51
18 Cash and cash equivalents 51
19 Share capital and premium 51
20 Group companies 52
21 Trade payables 53
22 Other short-term liabilities 53
23 Borrowings 54
24 Other long-term liabilities 55
25 Derivative financial instruments 55
26 Post-employment benefits 56
27 Provisions for other liabilities and charges 57
28 Pledged assets, contingent assets and liabilities 58
29 Commitments 59
30 Business combinations 60
Key figures
The Board of Directors of Lock Lower Holding AS, Corporate Identity Number 913 741 110, hereby presents the Annual Report and
Consolidated Financial Statements for the period 1 January – 31 December 2015.
Lock Lower Holding AS was established 22 May 2014 in Oslo, Norway and acquired 100% of Lock AS at 15 July 2014. The Group
had no operating activities until 6 October 2014 when Lock AS acquired 48.3% of Lindorff AB, 100% of Indif AB (owner of 51.7% of
Lindorff AB), 72.9% of Lindorff Coinvest AB and 50% of Lindorff Institutional Management AB. During 2015 Lindorff Institutional
Management AB and Lindorff CoInvest AB were dissolved through merger with Indif AB and Lindorff AB and Lindorff Second
Holding AB were dissolved through merger with Lindorff AB (former name Lindorff Group AB).
Lock Lower Holding AS and its subsidiaries (hereafter named Lindorff or Lindorff Group) hold 100% ownership of all companies
within Lindorff Group.
The parent company Lock Lower Holding AS is domiciled in Oslo, Norway, with office address at Hoffsveien 70B, 0377 Oslo.
Lindorff, from a small Norwegian office founded in 1898, has grown into one of the largest and fastest growing debt-collection
companies in Europe, with clear international ambitions. The company has unique industrial knowledge and has a balanced and
flexible business model with a full service offering.
Lindorff is one of the leading Credit Management Services providers to financial institutions in Europe. Lindorff is present in
Denmark, Finland, Germany, Italy, the Netherlands, Norway, Spain, Sweden, Poland, the Baltic States (Estonia, Latvia, and
Lithuania) and Russia.
The current Board of Directors was elected on 18 August 2015 and consists of Chairman Carl Per Eric Sletten Larsson, and board
members Sten Kristoffer Melinder, Erik Andreas Näsvik, Nils Peter Sjunnesson, Marcial Angel Portela Alvarez and Hans Torsten
Georg Larsson.
Financial review
The reporting period is 1 January – 31 December 2015 for the parent company. Consolidated financial statements include Lock
Lower Holding AS and its subsidiaries from 1 January – 31 December 2015. Lock Lower Holding AS group had no operating
activities until 6 of October 2014, hence all comparative figures to the group for the previous year reported in financial statements
and notes include the period 6 October – 31 December 2014. Management analyses of operations are based on Lindorff AB
consolidated statements 2014.
Net revenue
Consolidated net revenue in 2015 amounted to EUR 534m (2014:130m).
Revenues and earnings are generated from activities in the Debt Collection, Debt Purchasing and Other segment. The result from
operating activities (EBIT) amounted to EUR 150m (2014: 21m).
Expenses
Operating expenses amounted to EUR 348m (2014: 104m) including non-recurring items of EUR 19m (2014: 26m). Non-recurring
expenses related to M&A and bond tap in September, severance payment, site consolidation in Denmark and start-up costs for
Lindorff Business Services.
Employee benefit expense was 54% of total operating costs.
Operating margin was 35%. Several measures were taken in 2015 in order to consolidate locations, increase efficiency and reduce
staff costs going forward.
Depreciation/amortisation/impairment
The result for the period was charged with amortisation and depreciation EUR 37m (2014: 5m), whereof EUR 3m on tangible assets
and EUR 34m was amortised on intangible assets, mainly consisting of client contracts and software related assets. The carrying
amount of fixed assets was EUR 341m (2014: 331m), whereof EUR 327m (2014: 319m) were intangible assets.
Taxes
Income tax expense for the reporting period was EUR +6m (income) (2014:+15m).
Lindorff Group has certain tax issues related to deductibility of interest of group internal loans in Finland and Norway. Tax exposure
of these cases is estimated at EUR 42m including EUR 6m of potential penalties, whereof EUR 27m has been paid on request to
respective tax authorities in Norway and Finland in 2015 and additional EUR 5m as advance current tax in Finland. Lindorff contests
the claims and has or will file complaints to the Tax Authorities in both countries. No provisions have been recorded as Lindorff
believes that our arguments are strong and hence our standing in the disputes is solid.
For further information regarding tax, see note 9.
Funding
The Group is funded through a Super Senior RCF(SSRCF) of EUR 324m, Senior Secured Notes of EUR 1,457m equivalent (issued
in EUR and NOK) and Senior Notes of EUR 451m equivalent (issued in EUR and SEK).
The average interest on the notes is approximately 7% with an average duration of 5.6 years. The SSRCF is priced at a current
margin of 3.50%. At year-end 2015 the RCF draw amounted to EUR 207m (excluding a draw for unfunded guarantees of EUR
20m).
Companies of the Lindorff Group representing more than 80% of EBITDA as of 31 December 2015 have provided security for the
RCF and the Bond package through pledge of shares, bank accounts, receivables and a guarantee for the commitments under the
RCF and the Bond package.
Goodwill
Goodwill is allocated to the two operating segments: Debt Purchasing and Debt Collection, which coincides with the level Goodwill is
monitored by management on group level. When acquiring a company a purchase price analysisis prepared and the fair value of
assets and liabilities are allocated to the different assets. Loans and receivables are recognised at fair value at the acquisition date.
It has therefore been concluded that the goodwill of EUR 1,384m is mainly allocated to the Debt Collection segment. Consolidated
goodwill amounted to EUR 1,384m at the end of the year (2014: EUR 1,378m) and the change from last year is mainly due to
acquisition of Casus Finanse and currency translation.
Results of operations
The table below sets forth the results of operations and the percentage of change for the periods indicated. The analysis is prepared
to EBIT level as financial items are not comparable.
Lock Low er
Holding AS Lindorff AB
Consolidated Incom e Statem ent Group Group
Net revenue
Revenue was EUR 534m in 2015 compared to EUR 475m in 2014. This represents an increase of 12%. In constant currency net
revenue increased by EUR 70m, or 15%, compared to year 2014. The increase was primarily driven by increased investment in
Debt Purchasing in 2015 (EUR 395m) compared to 2014 (EUR 275m), which contributed to an increase in revenue generated in the
Debt Purchasing business. The biggest contribution to the increased investment in Debt Purchasing was the two large acquisitions
in the Nordic region.
Revenue growth was also driven by the the acquired Spanish collection unit in Q4 2014 and the acquisition of Casus Finanse in
Poland in Q3 2015
The table below sets forth, for each of the periods indicated, operating revenue by segment and the percentage change from period
to period.
Revenue on a segm ent basis 1 Jan - 31 Dec 2015 1 Jan - 31 Dec 2014
in % of in % of
EURm EURm revenue EURm revenue Change in %
*Eliminatio ns include the inter‑segment revenue generated by o ur debt co llectio n department fro m co mmissio n charged o n debt co llectio n services carried o ut
o n po rtfo lio s we purchase
Debt Collection
Revenue in 2015, including intersegment revenue of EUR 110m from collection on Lindorff owned portfolios, amounted to EUR
358m, compared to EUR 336m in 2014. This represents an increase of 7% mainly driven by the acquisition of a collection unit in
Spain.
Debt Purchasing
Segment revenue for 2015 amounted to EUR 267m compared to EUR 220m in 2014, showing an increase of 21% as a result of
investments and improved collection performance from 103% to 107% of forecasts.
Lock Low er
Holding AS Lindorff AB
Collection costs and collection cost ratio Group Group
Debt Purchasing
Gross collections 408 340
Cost to collect -127 -105
Gross collections less costs to collect 281 235
Collection cost ratio (%) * 31 % 31 %
Lock Low er
Holding AS Lindorff AB
Key Perform ance Indicators for Debt Purchasing Group Group
As at 31 Dec As at 31
EURm 2015 Dec 2014
Estimated Remaining Collections (ERC) 2,442 1,971
Investment in Debt Purchasing 395 275
Return in Debt Purchasing 15 % 14 %
Collection Performance* 107 % 103 %
Market risk
The services and products offered in the respective local geographical markets are subject to strict local laws and regulations
including requirements for debt collection licenses.
The main market risk is related to general macroeconomic conditions and local rules and statutory regulations in each of the
geographical markets the Group is present in and which affect the debtors’ ability to pay and the vendors’ ability and willingness to
sell portfolios of loans and receivables and potential commission from third party collection.
Credit risk
Credit risk is the risk that Lindorff`s counterparties are unable to fulfil their obligations to the Group. Each local entity is responsible
for managing and analysing the credit risk for each of their new clients before standard payment and delivery terms and conditions
are offered. Credit risk arises from assets such as cash and cash equivalents, guarantees and derivative financial instruments and
deposits with banks and financial institutions, as well as outstanding receivables; Purchased loans and receivables and outlays on
behalf of clients. For financial assets owned by Lindorff, no collateral (very limited) or other credit reinforcements have been
received.
The maximum credit exposure for each class of financial assets therefore corresponds to the carrying amount.
There is also a limited risk of loss linked to the Group’s Third Party Debt Collection and the risk is primarily carried by the client.
To minimize the risks related to purchase of non-performing claims, a stringent investment process with tight price discipline is
exercised in purchase decisions. Purchases are usually made from clients with whom the Group has maintained long-term
relationships and therefore has a thorough understanding of the receivables in question. Purchased loans and receivables are
usually purchased at prices significantly below the nominal value of the receivables, and are usually not collateralised. Lindorff
retains the entire amount collected, including interest and fees.
Liquidity risk
Liquidity risk is the risk that the Group does not have the ability to fulfil its short and long-term payment obligations to outside parties.
The Group’s long-term financing risk is minimized through long term financing in the form of committed lines of credit. As of 31
December the Group held unused facilities totalling EUR 93m (net of EUR 25m allocated to guarantees).
Cash forecasting is performed by the operating entities of the Group and aggregated by Group Treasury. Group Treasury monitors
rolling forecasts to ensure that the Group has sufficient cash to meet operational and financial expenditures, while also monitoring
that borrowing limits and covenants in the Super Senior Revolving Credit Facility Agreement and Bond documentation are adhered
to.
Capital management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to
provide return for shareholders and benefits for other stakeholders. In order to maintain or adjust the capital structure, the Group
may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce
debt.
The Group has been assigned a credit rating of B+ by Standard & Poor’s Rating Services and B2 by Moody’s Investor Services.
Corporate Governance
Strong corporate governance is about having systematic decision-making processes, clear responsibility hierarchy, avoiding conflict
of interest and satisfactory internal controls, risk management and transparency.
Articles of association
Appointment and replacement of Board members follows from the Norwegian Companies Act.
The Board is not given mandate to acquire and convey own shares, issue new shares or convertible instruments.
Lindorff has a strong global commitment, anchored in the core values and the way the business is run.
Lindorff employees are citizens of the world and are genuinely concerned with creating a better future - for those in need of support
and for the generations to come.
Lindorff has since 2006 partnered with the non-profit NGO FAIR (Fair Allocation of Internet Resources). FAIR aids developing
countries by supplying resources within ICT. The equipment from the Lindorff offices in Norway, Sweden and Denmark has
supported projects to improve the ICT development in developing countries. When the equipment has reached the end of its
service-life, it is returned to Europe for proper disposal and recycling.
Additionally, there are a number of locally initiated CSR-projects on country-level, including providing work-experience for youth with
disabilities in Spain, offering training in personal finance and debt to inmates as part of their repatriation to society in Norway and
educating youth about personal finance in Swedish schools.
Our business does not lead to contamination of the environment covered by specific regulations, but we have several green
initiatives, including carbon, waste and water, to increase our environmental responsibility.
Lindorff avoids unnecessary travel and promotes the use of video and telephone conferences. When purchasing products or
services, we emphasize high environmental quality. The Environmental Policy addresses how we shall manage and control
environmental issues in our operations and services.
The policy regarding regulatory compliance defines, among other things, governing principles regarding identification of governing
laws and regulations, delegation of compliance responsibilities, guidelines on education and competence, testing, documentation
and monitoring of regulatory compliance control measures.
Sickness absence
Absence due to sickness was 5% of total work hours during the reporting period.
Remuneration
Board of Directors
No fees were paid to Board members from parent company for the reporting period.
Remuneration to Chairman of the Board paid from other group companies amounted to EUR 103k.
CEO
On 1 March 2015 Klaus Anders Nysteen was appointed as CEO of Lindorff Group.
The CEO compensation is based on a fixed annual salary and variable compensation depending on the results achieved by Group
operating earnings and individual performance objectives. For further information, see note 6.
Senior Executives
All senior executives receive a fixed annual salary and variable compensation. The variable compensation is, with a few exceptions,
up to 50% of the annual base salary and is based on the results achieved by Group operating earnings, results in their area of
responsibility and individual performance objectives. Lindorff has agreements with certain members of the management on
severance payment equal to six to twelve months of base salary.
Compensation committee
The CEO has appointed a Committee to handle compensation issues. The committee is comprised of the CEO, CFO and EVP HR.
Regarding remuneration in reporting period, see note 6.
Outlook
Lindorff is a leading European provider of credit management services with a flexible business model and full service offering. The
volume of Purchased loans and receivables was at a high level in 2015. Lindorff will continue to utilise its unique position in the
Nordic region for further expansion in Continental and Eastern Europe. The Group’s ambition is to continue its growth outside the
Nordic region through a combination of organic growth and acquisitions. The Group aims to grow both through its debt collection
activities and through portfolio purchases. Payment services is a fast growing product for Lindorff that is expected to increase in the
coming years.
The economic situation in Europe builds demand for Lindorff’s services. The deals entered into in 2015 represent a big step to reach
the strategic goals and proves that Lindorff is a preferred company to large European banks looking for a professional partner with
impeccable track records and high ethical standards. It is the Board’s view that Lindorff is well positioned for future profitable growth
and to continue to develop as a leading credit management service providers. The Group’s staffs has a solid track record in both
acquiring and integrating companies in recent years and the Group has longstanding relationships with our existing customer base.
The Board emphasises that outlook considerations always is connected with uncertainty.
Parent company
The parent company is a holding company with only one employee. Net result for the year was EUR 0m.
Shareholders
Lock Lower Holding AS is 100% owned by Lock Upper Holding AS, Corporate Identity Number 813 852 462, Ultimate parent
company is Cidron 2013 Ltd, 26 Esplanade, St Helier Jersey JE2 3QA.
The Board of Directors proposes that the total non–restricted equity of EUR 714,609k is carried forward.
Unrestricted equity for the Group is EUR 780m. The Group and parent company’s profit and loss and financial position are
presented in the subsequent Income statements, Statements of financial position and notes.
Going concern
In accordance with the Norwegian Accounting Act § 3-3a, we confirm the going concern assumption forming the basis for the
preparation of the financial statements. This assumption is based on profit forecasts for the year 2016 and the Group’s long-term
strategic forecasts. The Group’s economic and financial position is sound.
Carl Per Eric Sletten Larsson Sten Kristoffer Melinder Erik Andreas Näsvik
Chairman
Nils Peter Sjunnesson Marcial Angel Portela Alvarez Hans Torsten Georg Larsson
Klaus-Anders Nysteen
CEO
Finance income 8 1 0
Finance costs 8 -173 -66
Net finance costs -172 -66
Attributable to:
Ow ners of the Company -15 35
Total com prehensive incom e for the year -15 35
ASSETS
Fixtures and furnitures 10 14 12
Intangible assets 11 327 319
Goodw ill 12 1,384 1,378
Purchased loans and receivables 14 1,070 809
Deferred income tax assets 9 71 27
Other long-term assets 15 12 6
Non-current assets 2,878 2,551
Trade receivables 16 21 13
Current tax receivable 5 3
Other short-term receivables 17 73 39
Client funds 38 21
Cash and cash equivalents 18 53 99
Current assets 191 175
Total assets 13 3,069 2,726
EQUITY
Share Capital 19 9 9
Share Premium 19 715 760
Retained earnings 19 66 35
Equity attributable to ow ners of the Com pany 789 805
Total equity 789 805
Liabilities
Bonds 23,28 1,860 1,629
Other long-term liabilities 24,27 1 2
Pension liabilities 26 7 12
Deferred income tax liabilities 9 47 40
Financial derivatives long-term 25 - 3
Non-current liabilities 1,915 1,686
Trade payables 21 19 21
Short-term loan 23 242 124
Financial derivatives short-term 25 2 -
Client liabilities 38 21
Current tax liabilities 5 6
Other short-term liabilities 22 58 63
Current liabilities 365 235
Total liabilities 13 2,280 1,921
Total equity and liabilities 3,069 2,726
Carl Per Eric Sletten Larsson Sten Kristoffer Melinder Erik Andreas Näsvik
Chairman
Nils Peter Sjunnesson Marcial Angel Portela Alvarez Hans Torsten Georg Larsson
Klaus-Anders Nysteen
CEO
Currency effect 2 -4
Cash and cash equivalents at the beginning of the year 18 99 0
Cash and cash equivalents at end of year 18 53 99
1 General information
The parent company Lock Lower Holding AS is a registered company domiciled in Oslo, Norway with office address at Hoffsveien
70B, 0377 Oslo, Norway. The company is 100% owned by Lock Upper Holding AS, Hoffsveien 70B, 0377 Oslo. The ultimate parent
is Cidron 2013 Ltd, 26 Esplanade, St Helier Jersey JE2 3QA.
Lock Lower Holding AS (the company) and its subsidiaries (together the Group) have two core business segments; Debt Purchasing
and Debt Collection. The Debt Purchasing segment consists of the acquisition, management and collection of unsecured non-
performing loans. The Third Party Debt Collection segment consists of contingency collection for various clients. Other services
include invoice and payment services.
The Group has offices in 13 countries – Denmark, Finland, Germany, Italy, the Netherlands, Norway, Poland, Spain, Sweden,
Russia and the Baltic States (Estonia, Latvia, Lithuania).
The consolidated financial statements of the Group for the period ended 31 December 2015 were authorised for issue in
accordance with a resolution of the Board of Directors on 28 April 2016 and presented to the Annual General Meeting on the same
date.
Financial statements for the period ended 31 December 2015 are the second financial statement for Lock Lower Holding AS Group.
For information regarding Lindorff previous years see Lindorff First Holding AB Annual report 2013.
The Group has adopted all new and revised standards and interpretations issued by IASB and IFRIC and approved by EU if
relevant to the business and come into force for the accounting year starting 1 January 2015.
risk is recorded in other comprehensive income rather than the income statement, unless this creates an accounting mismatch. The
new impairment model is an expected credit loss (ECL) model. The group is yet to assess IFRS 9’s full impact.
IFRS 15, ‘Revenue from Contracts with Customers”, will replace IAS 18 which covers contracts for goods and services and IAS 11
which covers construction contracts. The new standard is based on the principle that revenue is recognised when control of a good
or service transfers to a customer – so the notion of control replaces the existing notion of risks and rewards. At this stage, the
group is not able to estimate the full impact of the new rules on the group’s financial statements. The group will make more detailed
assessments of the impact over the next twelve months.
The Group is organised in two main operating segments: Debt Purchasing and Debt Collection. The Debt Purchasing segment
consists of acquisition and management of mainly unsecured non-performing loans and receivables. The Debt Collection segment
consists of collection for various clients and on portfolios of loans and receivables owned by Debt Purchasing.
The Other Group’s segment relates to revenues not related to the operating segments, as well as the remaining head office
expenses and amortisation of intangible assets.
The total revenue from external customers and intersegment sales are specified by country in note 5
Goodwill impairment reviews are undertaken annually or more frequently if events or changes in circumstances indicate a potential
impairment. The carrying value of the goodwill is compared to the recoverable amount, which is the higher of value in use and the
fair value less costs of disposal. Any impairment is recognised immediately as an expense and is not subsequently reversed.
b) Brand
Any debt collection contracts awarded for reasons other than price alone is considered to be a result of brand name. Lindorff brand
is well known and respected and ensures us to be invited to participate in competitive tender offers we otherwise might not be
eligible to.
Brand arose on acquisition of subsidiary and got measured on initial recognition at cost. Of the three main approaches to value the
brand - Income, Market and Cost, Relief and Royalty income approach was consider to be the most appropriate method for brand
valuation.
Brand is assumed to have an indefinite useful life and impairment reviews are undertaken annually or more frequently if events or
changes in circumstances indicate a potential impairment.
c) Client relationships
Client relationships include the rights related to collection contracts with a third party and got measured on initial recognition at cost.
Client relationships contracts are amortised straight line over their useful economic lives.
d) Internally developed software
Costs associated with maintaining computer software programs are recognised as an expense as incurred. Development costs that
are directly attributable to the design and testing of identifiable and unique software products controlled by the Group are recognised
as intangible assets when the following criteria are met:
- it is technically feasible to complete the software product so that it will be available for use;
- management intends to complete the software product and use it;
- there is an ability to use or sell the software product;
- it can be demonstrated how the software product will generate probable future economic benefits;
- adequate technical, financial and other resources to complete the development and to use or sell the software product are
available; and the expenditure attributable to the software product during its development can be reliably measured.
Directly attributable costs that are capitalised as part of the software product include employee costs and an appropriate portion of
relevant overheads.
Other development expenditures that do not meet these criteria are recognised as an expense as incurred. Development costs
previously recognised as an expense are not recognised as an asset in a subsequent period.
Computer software development costs recognised as assets are amortised over their estimated useful lives, which does not exceed
five years unless strong indication of a longer useful life is demonstrated (for instance by an underlying contract).
2.8.1 Classification
Financial assets in the scope of IAS 39 are classified as either financial assets at fair value through profit and loss or loans and
receivables, as appropriate. The classification depends on the purpose for which the financial assets were acquired. Management
determines the classification of its financial assets at initial recognition.
Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category
if acquired principally for the purpose of selling in the short term. Derivatives are also categorised as held for trading. Assets in this
category are classified as current assets if expected to be settled within 12 months, otherwise they are classified as non-current.
The Group’s financial assets at fair value through profit and loss comprise only minor investments in shares.
short-term receivables. Loans and receivables are assessed at their discounted current value if their expected maturity exceeds 12
months. If their maturities are shorter, they are assessed at cost.
2.13 Equity
Share capital is determined using the nominal value of shares that have been issued. Additional paid-in capital includes any
premiums received on the initial issuing of the share capital. Any transaction costs associated with the issuing of shares are
deducted from additional paid-in capital, net of any related income tax benefits. Retained earnings include all current and prior
period results as disclosed in the income statement.
2.15 Borrowings
All loans and borrowings are initially recognised at the fair value of the consideration received less directly attributable transaction
costs. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the
effective interest method.
The upfront fees are a part of the borrowing cost and are recognised as an expense in accordance with the effective interest
method.
The tax expense for the period comprises current and deferred tax. Tax is recognised in the income statement, except to the extent
that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in
other comprehensive income or directly in equity, respectively.
2.19 Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable
that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be
made of the amount of the obligation. Where the Group expects some or all of a provision to be reimbursed, for example under an
insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The
expense relating to any provision is presented in the income statement net of any reimbursement. If the effect of the time value of
money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the
liability. Where discounting is used, the increase in the provision due to the passage of time is recognised as a borrowing cost.
Purchased loans and receivables consists mainly of portfolios of delinquent consumer debts purchased at prices significantly below
the nominal face value and are recognised according to IAS 39 for loans and receivables, i.e. at amortised cost using the effective
interest method. According to the effective interest method, the carrying value of each portfolio corresponds to the present value of
gross projected future cash flows discounted by an initial effective interest rate determined on the date the portfolio was acquired,
and the method also allocates the interest revenue over the relevant period. The initial effective interest rate is based on the relation
between acquisition cost and the projected future cash flows on the acquisition date.
With the projection of future gross cash flows and the purchase price including transaction costs as a basis, each portfolio is
assigned an initial effective interest rate that is then used to discount cash flows through the life of the portfolio. If appropriate, the
EIR is reassessed and adjusted up to 12 months after the purchase of the portfolio of overdue receivables to reflect refinements
made to our estimates of future cash flows based on enhanced data and analysis considered during that time period. This
adjustment has historically not resulted in any material impact on our income from purchased portfolios.
Current cash flow projections are monitored over the course of the year and updated based on, among other things, achieved
collection results, agreements reached with debtors on instalment plans and macroeconomic information. Cash flow projections are
made at portfolio level, since each portfolio of receivables consists of homogeneous accounts. On the basis of the updated cash
flow projections and the initial effective interest rate, a new carrying value for the portfolio is calculated at the end of the reporting
period.
Changes over time in the book value can be divided into a time and interest rate component and a component related to changes in
estimates of future cash flows. Changes in cash flow forecasts are treated symmetrically, i.e., both increases and decreases in
forecast flows affect the portfolios’ book value and, as a result net revenue.
Income on portfolios is accrued monthly based on each portfolios effective interest rate. Monthly cash flows greater than the cash
flow forecast for the same period is recorded as revenue in the period. Likewise, monthly cash flows that are less than the monthly
cash flow forecast for the same period is recorded as a reduction of revenue in the period. Compensation received due to price
adjustments for portfolios acquired are recorded as an adjustment to the book value.
2.21 Leases
Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating
leases. Payments made under operating leases are charged to the income statement on a straight-line basis over the period of the
lease.
Leases where the Group assumes substantially all risks and rewards incidental to ownership of the leased assets are classified as
finance leases. The leased assets and the corresponding lease liabilities (net of finance charges) under finance leases are
recognised on the balance sheet as plant and equipment and borrowings respectively, at the inception of the leases based on the
lower of the fair value of the leased assets and the present value of the minimum lease payments.
Each lease payment is apportioned between the finance expense and the reduction of the outstanding lease liability. The finance
expense is recognised in profit or loss on a basis that reflects a constant periodic rate of interest on the finance lease liability.
Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations
of future events that are believed to be reasonable under the circumstances.
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom
equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year are discussed below.
Estimates and assumptions
Impairment of goodwill
The Group determines whether goodwill is impaired when circumstances indicate that there may be a potential impairment.
Estimating recoverable amounts of assets and companies are partly based on management’s evaluation, including estimates of
future performance, revenue generating capacity of the assets, and assumptions of the future market conditions. Changes in
circumstances and in management’s estimation of future events may give rise to impairment losses.
Impairment of goodwill is evaluated on an annual basis and determined by assessing the recoverable amount of the cash-
generating unit (group of cash-generating units), to which the goodwill relates. Estimating the recoverable amount requires the
Group to make assumptions regarding the expected future cash flow and the discount rate used to calculate the net present value of
those cash flows. See note 12.
The Group is subject to income taxes in some jurisdictions. Significant judgment is required in determining the worldwide provision
for income taxes. There are transactions and calculations for which the ultimate tax determination is uncertain. The Group
recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax
outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current and
deferred income tax assets and liabilities in the period in which such determination is made.
a) Market risk
The services and products offered in the respective local geographical markets are subject to strict local laws and regulations
including requirements for debt collection licenses.
i) Market and regulatory environment
The main market risk is related to general macroeconomic conditions and local rules and statutory regulations in each of the
geographical markets the Group is present in and which affect the debtors’ ability to pay and the vendors’ ability and willingness to
sell portfolios of loans and receivables and potential commission from third party collection.
ii) Foreign exchange risk
The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with
respect to NOK (Norwegian krone), SEK (Swedish krone) and PLN (Polish zloty) compared to the Group’s internal and external
reporting currency EUR. Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and net
investments in foreign operations.
The Group’s strategy is to manage and limit currency risk. The following exchange rates have been used to translate SEK, NOK and
PLN in the financial accounts:
If currencies had weakened/strengthened by 10% in average against the presentation currency EUR with all other variable held
constant, net revenues would have decreased/increased by approximately EUR 21m (2014: 6m).
c) Credit risk
Credit risk is the risk that Lindorff`s counterparties are unable to fulfil their obligations to the Group. Each local entity is responsible
for managing and analysing the credit risk for each of their new clients before standard payment and delivery terms and conditions
are offered. Credit risk arises from assets such as cash and cash equivalents, guarantees and derivative financial instruments and
deposits with banks and financial institutions, as well as outstanding receivables; Purchased loans and receivables and outlays on
behalf of clients. For financial assets owned by Lindorff, no collateral (very limited) or other credit reinforcements have been
received.
The maximum credit exposure for each class of financial assets therefore corresponds to the carrying amount.
There is also a limited risk of loss linked to the Group’s Third Party Debt Collection, however the risk is primarily carried by the
client.
To minimize the risks related to purchase of non- performing claims, caution is exercised in purchase decisions. Purchases are
usually made from clients with whom the Group has maintained long-term relationships and therefore has a thorough understanding
of the receivables in question. Purchased loans and receivables are usually purchased at prices significantly below the nominal
value of the receivables, and are not collateralised. Lindorff retains the entire amount collected, including interest and fees.
Lindorff has high yield requirements on purchased loans and receivables. Before every acquisition, a careful assessment is made
based on a projection of future cash flows (estimated gross collection less expected costs of collection) from the portfolio. In its
calculations, Lindorff is aided by its long experience in collection management and its valuation models.
Scoring entails the consumer’s payment capacity being assessed with the aid of statistical analysis. Lindorff therefore believes that it
has the expertise required to evaluate these types of receivables.
To facilitate the purchase of larger portfolios at attractive risk levels, Lindorff works in cooperation with other companies, primarily in
Spain and Lithuania. Risks are further diversified by acquiring receivables from clients in different sectors and different countries
A share of the investments in purchased loans and receivables has been made as forward flow agreements (see note 29), meaning
that the Group has committed to buy non-performing debt portfolios for delivery in future periods. The duration of the contracts are
usually not more than 12 months and for the majority of contracts Lindorff has the possibility to decline to acquire the portfolios if the
credit quality of the claims are significant weaker than assumed in the agreement.
The Group’s purchased loans and receivables include debtors in 13 countries and the carrying value is distributed as follows:
Purchased loans and receivables
Carrying value per country
Purchased loans and receivables are overdue at acquisition date and therefore usually purchased at prices significantly below the
nominal value. The average claim size at the end of 2015 was approximately EUR 3,086 (2014: 3,085). Even though it is obvious
that the full face value will not be recovered, the Group has the right to collect the full face value including principal, interest and fees
on its own behalf.
The carrying value of EUR 1,070m as at 31 December 2015, representing approximately 5.7% of face value, is the maximum
theoretical risk if the whole portfolio become worthless/non collectable.
The Group has established long term relationship with large financial institutions in Europe. As a result the distribution of carrying
value of the portfolios of purchased loans and receivables by sector shows that 88% are claims acquired from Banks and other
financial institutions at the end of 2015 (2014: 89%).
Purchased loans and receivables by sector
The Group has had only minor impairment losses and positive revaluations during the last year.
See note 14 regarding fair value of the portfolios of acquired loans and receivables.
In order to continue minimising the credit risk exposure, Lindorff continues to invest in staff with a broad experience in credit
management, and focus on increased analytical approach to portfolio assessments. Monitoring processes are implemented to follow
up actual collection compared to forecasts. In addition, the Group’s investment in effective IT systems and a more uniform cross-
border business model will result in better control of the Group’s business, which in turn will also help reduce the risk of credit loss.
d) Liquidity risk
Liquidity risk is the risk that the Group does not have the ability to fulfil its short and long-term payment obligations to outside parties.
The Group’s long-term financing risk is minimized through long term financing in the form of committed lines of credit. As of 31
December the Group held unused facilities totalling EUR 92.5m (net of EUR 25m allocated to guarantees).
To guarantee short-term solvency, Lindorff Group should have liquid assets at disposal, a Liquidity Reserve, covering minimum 1.5
months of disbursements. The liquidity reserve is defined as bank balances or invested funds that can be released within two
banking days without any additional or minor cost, plus any unutilized credit facilities, committed for minimum 12 months, less any
outstanding uncommitted debt.
Cash forecasting is performed by the operating entities of the Group and aggregated by Group Treasury. Group Treasury monitors
rolling forecasts to ensure that the Group has sufficient cash to meet operational and financial expenditures, while also monitoring
that borrowing limits and covenants in the Super Senior Revolving Credit Facility Agreement and Bond documentation are adhered
to.
In order to increase flexibility and improve the cash efficiency, an overlay cash pooling structure is put in place within the Group. The
cash pool structure secures that the operating entities have sufficient liquidity to cover working capital needs, while also securing
that excess liquidity is transferred to the Group. Excess liquidity is used to repay drawings under the revolving credit facilities, and/or
if applicable invested at low risk in accordance with investment rules set forth in the Group Treasury Policy.
The table below shows the Group’s non-derivative financial liabilities and net settled derivative financial liabilities into relevant
maturity groupings based on the remaining periods at the balance sheet date to the contractual maturity date. Derivative financial
liabilities are included in the analysis if their contractual maturities are essential for an understanding of the timing of the cash flows.
The amounts disclosed in the table are the contractual undiscounted cash flows.
Betw een 3
At 31. Decem ber 2015 Less than 3 m onth and 1 Betw een 1 Betw een 2
EURm m onth year and 2 years and 5 years Over 5 years
Bonds 35 727 1,182
RCF 207
Betw een 3
At 31. Decem ber 2014 Less than 3 m onth and 1 Betw een 1 Betw een 2
EURm m onth year and 2 years and 5 years Over 5 years
Bonds 46 1,629
Revolving Credit and other short-term liabilities 78
5 Segment information
Management has determined the operating segments based on information reviewed by management for the purpose of allocating
resources and assessing performance. Management considers the performance from a product perspective and separately
considers the Debt Purchasing and Debt Collection.
Both segments meet the quantitative thresholds required by IFRS 8 for reportable segments. Management assesses the
performance of the operating segments based on a measure of Contribution Margin 1 which is gross revenues minus direct
operating expenses.
Revenue
Sales between segments are carried out at arm’s length. The revenue from external parties reported to management is measured in
a manner consistent with that in the income statement .The following table presents a reconciliation of the reportable segments’
main captions from profit and loss to the entity’s profit and loss before tax:
Elim inations
&
1 Jan - 31 Dec 2015 Debt Debt unallocated
EURm Purchasing Collection Other item s Total
Elim inations
&
22 May - 31 Dec 2014 Debt Debt unallocated
EURm Purchasing Collection Other item s Total
* Eastern and Central Europe includes Finland, Russia, Estonia, Latvia and Lithuania
No individual customer is generating more than 10 percent of the Group’s total revenue.
Non-current assets exclusive financial assets, deferred tax assets, goodwill and pensions per country representing more
than 5% of the Group’s total of such assets
Purchased loans and receivables are the most significant non-current asset for the Group and are specified in note 4 and 14.
Board of Directors:
No fees have been paid from parent company to Board members for the reporting period.
Remuneration to Chairman of the Board paid from other group companies amounted to EUR 103k.
CEO
Peter Sjunnesson served as interim CEO from 1 January 2015 – 28 February 2015. The remuneration was based on a fixed
monthly fee. The compensation was a fixed monthly fee, covering all direct and indirect cost related to the position.
On 1 March 2015 Klaus-Anders Nysteen was appointed as CEO of Lindorff Group.
The CEO compensation is based on a fixed annual salary. In addition the CEO has the opportunity to receive variable compensation
up to 100 percent of his annual base salary depending on the results achieved by Group operating earnings and individual
performance objectives, approved by the Board and paid in the following year. In addition to his fixed and variable salary, he is
entitled to a car allowance in accordance with Group’s policy. In case of termination of the contract, the CEO has 5 months period of
notice and 1 month severance payment.
Senior Executives
All senior executives receive a fixed annual salary and variable compensation. The variable compensation is, with a few exceptions,
up to 50% of the annual base salary and is based on the results achieved by Group’s operating earnings, results in their area of
responsibility and individual performance objectives. Lindorff has agreements with certain members of the management on
severance payment equal to six to twelve months of base salary.
Compensation committee
The CEO has appointed a Committee to handle compensation issues. The committee is comprised of the CEO, CFO and EVP HR.
In order to assist the CEO in performing his over-all responsibilities and to make sure that business-oriented, geographical and
functional areas are managed in a professional way, the CEO has established a management team. This management team
consists of central business and/or staff and support functions and Country managers. Combined, these responsibilities make the
Executive Team of the Lindorff Group.
Remuneration for the CEO and other senior executives in the Executive team consist of a base salary, variable salary, other
benefits and pensions. The group of Senior Executives in the table below refers to the Executive team which, in 2015 included:
Peter Sjunnesson/ Klaus-Anders Nysteen (CEO), Hans Larsson (Interim Chief of Staff), Scott Danielsen (CFO), Geir Inge Skålevik
(Group Legal), Siv Farstad (Group HR), Knut Eirik Storsul/ Rune K Sjøhelle (Group IT), Anders Engdahl (Debt Purchasing), Turkka
Kuusisto (Debt Collection), Keronen Tuija (Finland and the Baltics), Anette Willumsen (Norway), Erika Rönnquist Hoh (Sweden),
Lisbeth Dalum Hansen (Denmark), David Perez/ Alejandro Zurbano (Spain), Hendrik Kroeze (Netherlands), Florian Wöretshofer
(Germany) and Sławomir Szarek (Poland).
2015
Other senior executives
EURk Base salary Bonus Severance pay Pension cost Other benefit Sum
Hans Larsson - - - - 328 328
Anders Engdahl 185 - - - 499 684
Scott Danielsen 315 60 - 7 14 395
Siv Farstad 65 37 - - 5 107
Geir Inge Skålevik 172 41 - 0 26 238
Knut E Storsul 207 40 - 3 23 273
Rune K Sjøhelle 54 42 - - 5 100
Anette Willumsen 207 52 - 6 25 290
Erika Rönnquist Hoh 217 76 - 44 9 346
Lisbeth Dalum Hansen 190 48 - 19 41 299
Turkka Kuusisto 353 41 - 47 46 487
Tuija Keronen 171 46 - 32 1 251
David Perez/A. Zurbano 321 117 - 17 9 464
H.K. Kroeze 205 21 - 36 40 302
Florian Wöretshofer 203 50 - - 9 262
Sław omir Szarek 62 - - - 1 62
Sum 2,927 670 - 211 1,083 4,891
2014
Other senior executives
EURk Base salary Bonus Severance pay Pension cost Other benefit Sum
Endre Rangnes 334 1,160 857 142 15 2,507
Peter Sjunnesson - - - - 145 145
Oddgeir Hansen 58 352 - 13 6 429
Scott Danielsen 73 397 - 7 4 480
Geir Inge Skålevik 49 299 - 5 6 360
Ingeborg Dybvig 37 280 - 1 4 322
Siv Farstad 45 - - 1 4 51
Knut E Storsul 57 - - 2 6 65
Hans Larsson - - - - 141 141
Anette Willumsen 58 - - 3 5 66
Erika Rönnqvist Hoh 50 - - 13 2 65
Lisbeth Jensen 40 - - 4 3 48
Turkka Kuusisto 53 - - - 6 59
David Perez 68 - - 6 24 97
Henk Kreuze 51 - - 9 10 70
Florian Woeretshofer 111 - - - 7 118
Sum 1,084 2,488 857 207 387 5,023
7 Audit fees
The table below summarizes audit fees, fees for audit related services, tax services and other services incurred by the Group to
PWC, the auditor for all companies in the Group.
1 Jan - 31 Dec 22 May - 31 Dec
EURk 2015 2014
Auditor's fees 898 238
Auditor's fee for tax advice services 566 91
Auditor's fees for other services 161 408
Total 1,626 738
9 Income tax
The income tax is positive, EUR 6m, due to recognition of deferred tax assets related to operating losses where it is probably that
the losses may be offset by future operating profit.
The group has operations in a number of countries w hith different tax rates:
Incom e (nom inal) tax rate per country: 2015 2014
Denmark (FY 2016: 22%) 23.5 % 24.5 %
Estonia 21.0 % 21.0 %
Finland 20.0 % 20.0 %
Germany 31.0 % 31.0 %
Italy 31.4 %
Latvia 15.0 % 20.0 %
Lithuania 15.0 % 15.0 %
The Netherlands 25.0 % 25.0 %
Norw ay (FY 2016: 25%) 27.0 % 27.0 %
Poland 19.0 %
Russia 20.0 % 20.0 %
Spain (FY 2016: 25%) 28.0 % 30.0 %
Sw eden 22.0 % 22.0 %
b) Deferred tax
The deferred income tax assets and liabilities during the period are as follow s:
Deferred income tax assets are recognised for tax loss carry-forwards to the extent that the realisation of the related tax benefit
through future taxable profits is probable. Deferred tax assets and liabilities are offset within the same tax jurisdiction.
The Group has substantial tax losses brought forward in the end of 2015. These have to a large extent been generated by interest
on shareholder loans in to the Lindorff Group prior to the acquisition in October 2014.
Overview of deferred tax assets from corporate income tax, trade tax and interest carried forward:
Gross tax losses and Tax value of total Recognised tax
2015 interest carried forw ard carried forw ard asset TLCF
EURm
Denmark 21 5 3
Germany 76 24 24
Norw ay 117 29 29
Sw eden 159 35 19
Spain 50 13 12
Total 424 105 87
Lindorff Group has certain tax issues related to deductibility of interest of group internal loans in Finland and Norway. Tax exposure
of these cases is estimated at EUR 42m including EUR 6m of potential penalties, whereof EUR 27m has been paid on request to
respective tax authorities in Norway and Finland in 2015 and additional EUR 5m as advance current tax in Finland.
Lindorff contests the claims and has filed complaints to the Tax Authorities in both countries. No provisions have been recorded as
Lindorff believes that our arguments are strong and hence our standing in the disputes is solid.
Carrying value of fixtures and furniture were EUR 14m as at 31 December 2015 (2014: 12m). Investment in fixtures and fittings
were EUR 5m and additional EUR 2m were taken over through acquisition of Casus Finanse (2014: 13m); the depreciation was
EUR 3m (2014: 1 m).
The assets are depreciated over the economic useful lives which are usually considered to be 3-5 years.
11 Intangible assets
Intangible assets in the table below consist of internally developed software, client relationships and brand:
EURm 31 Dec 2015 31 Dec 2014
Opening balance 319 0
Acquisitions 42 0
Acquisition of subsidiary 1 339
Disposal -4 -12
Reclassification 4 -2
Amortisation and impairment -33 -4
Translation differences -2 -1
Balance at 31 Decem ber 327 319
Capitalised expenditure for IT development is mainly generated internally using our own employees and/or contracted consultants.
Brand, client relations and goodwill (see note 12) are acquired in connection with business acquisitions. Client relations include the
rights related to collection contracts with a third party, and are amortised straight line over their useful economic lives. Investment in
client relationships in the reporting period amounted to EUR 23m (2014: 165 m).
Brand value related to acquisition of Lindorff Group in 2014 amounting to EUR 83m is recognised as an intangible asset. Brand is
considered having an indefinite useful life time and is not amortised. The value is tested for impairment on a yearly basis together
with goodwill.
Amortisation of intangible assets having a definite useful life time is included in “depreciation and amortisation” costs for the year in
income statement.
12 Goodwill
Lindorff has two major business areas: (i) Debt Collection, consisting of debt-related administrative services and (ii) Debt
Purchasing. Book value of goodwill as at 31 December 2015 as at EUR 1,384m is allocated to Debt Collection segment.
Goodwill related to Lindorff acquisition in October 2014 was identified at EUR 1,416m.
Acquisition price of Casus Finanse in Poland August 2015 was EUR 35m. Like Lindorff, Casus group has two major business areas:
i) Debt Collection, consisting of debt-related administrative services and (ii) Debt Purchasing.
The purchase price allocation procedure reconciles the transaction values with projected future cash flow from the segments. The
identified intangible assets in Poland are related to Debt Collection segment, in all material aspects.
Brand name
Lindorff brand is well known and respected and ensures us to be invited to participate in competitive tender offers we otherwise
might not be eligible to. Value of brand name is estimated by a royalty based model, assuming a royalty rate of 1.5% net of
maintenance and administration cost. Based on a discount rate of 7% the brand name value is estimated at EUR 83m with an
indefinite useful lifetime. Value is tested annually for impairment together with goodwill.
Database
Statistic databases allow Lindorff to do qualified debt purchasing decisions as well as improve profitability in Debt Collection. The
value of database related to Debt Purchase is included in the fair value of portfolios. Value of database related to Debt Collection is
highly connected to the competence of our employees and is hard to separate from the value of workforce. The value of database is
estimated to be non-material and is not recognised as a separate intangible asset.
Workforce
Under current IFRS3, workforce cannot be recognised as an asset separable from goodwill. As Lindorff’s business model depends
on attract, develop, motivate and retain highly skilled employees, the workforce is considered of material value. Based on
assumptions of recruiting cost, training cost, efficiency cost of hiring new people compared to experienced staff members, Lindorff
estimates the value of the workforce in each business combination transaction and reported and tested annually tested for
impairment as part of goodwill.
12 Goodwill, cont.
Financial Financial
liabilities liabilities at fair
measured at value through
EURm amortised cost profit or loss Total
Liabilities as per statem ent of financial position
Bond 1,860 1,860
Interest rate sw aps 2 2
Short-term loan 242 242
Trade payables 19 19
Other short-term liabilities 29 29
Total 2,151 2 2,153
Financial Financial
liabilities liabilities at fair
measured at value through
EURm amortised cost profit or loss Total
Liabilities as per statem ent of financial position
Bond 1,629 1,629
Interest rate sw aps 3 3
Short-term loan 124 124
Trade payables 21 21
Other short-term liabilities 25 25
Total 1,799 3 1,802
The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit ratings (if
available) or to historical information about counterparty default rates.
Purchased loans and receivables - See note 4 and 14.
Trade receivables
The Group’s trade receivables are related to clients in various industries and regions. The Group’s largest client accounts for less
than 8% of revenues in 2015. Most accounts receivable outstanding are with customers known to the Group and whose
creditworthiness is good and Lindorff has historically had very limited losses on such receivables.
Other short-term receivables
Other short-term receivables consist mainly of accrued income not invoiced, payment service receivables and fee outlay, where
customer is bearing the risk. It also includes short-term restricted deposit and other receivables, where credit risk is considered to be
low.
Purchased loans and receivables are classified as loans and receivables and recognised at amortised cost according to the
effective interest method.
The Group determines the carrying value by calculating the present value of estimated future cash flows at the receivables’ initial
effective interest rate. Adjustments are recognised in the income statement. In the company’s opinion, the market’s yield
requirements in the form of effective interest rates on new portfolios have remained fairly constant despite turbulence in global
financial markets in recent years. The valuation method used results in the best estimate of the fair value of debt portfolios.
The carrying value of purchased loans and receivables:
EURm 31 Dec 2015 31 Dec 2014
Opening balance 809 787
Acquisition through subsidiaries 21 0
Acquisitions 395 75
Divestments and disposals -1 0
Amortisation -149 -39
Revaluation 5 1
Translation differences -9 -13
Balance at 31 Decem ber 1,070 809
The carrying value of Purchased loans and receivables recognised at amortised cost does not perfectly match the fair value
determined by discounting the net cash flow i.e. the gross cash receipts reduced by the cost to collect discounted with a market
based discount rate at every end of the reporting period. The method and result of the fair value estimation as at 31 December is
illustrated below and shows a non-significant deviation between the two valuation methods. The method falls within level 3 of the fair
value hierarchy.
The fair value of financial instruments that are not traded in an active market (e.g. loans and receivables) is determined by using
valuation techniques such as net present value of estimated cash flows. For loans and receivables, the discount rate used is the
weighted average cost of capital, which is weighted value of the Group’s cost of debt and the cost of equity. The cost of equity is
estimated by applying the capital asset pricing model.
The preparation of cash flow estimates requires significant estimates to be made by management regarding future cash flows from
portfolios. The estimated future portfolio cash flows are reviewed by management each quarter. The fair value is estimated to be
approximately EUR 1,126m (2014:843m) and is based on net future estimated cash flows after tax, discounted with the estimated
WACC. The corresponding carrying amount is EUR 1,070 (2014:809m), which is based on IAS 39 using the estimated gross future
cash flows, where the discount factor is the individual IRR for the each portfolio. The future cash flow forecasts used to estimate the
fair market value are the same as the cash flow forecast used in the accounting for loans and receivables at 31 December 2015.
The fair value estimation is based on estimated annual net cash flows from portfolios. The estimated annual net cash flows from
portfolios is the assumed annual future collection on portfolios per country, less assumed annual collection costs per portfolio before
tax. Collection costs consist of operational costs in the portfolio segment, i.e. commission to Debt Collection, payroll expenses,
premises, communication costs, depreciation and other costs directly attributable to the Debt Purchasing segment. The collection
costs as a percentage of the portfolio collection differ from portfolio to portfolio, ranging from 5.0% to over 50.0%.
In addition, the country specific marginal tax rate is applied. This individual collection cost and tax rate is applied to each portfolio’s
estimated future cash flow, adding up to an estimated total net cash flow for the Group.
The weighted average cost of capital after tax for the portfolio segment is estimated to 12% (2014:12%) as at 31 December 2015
(details of the calculation is shown below). Based on this rate, the discounted value of the estimated net cash flows indicates that
the fair value of portfolios is approximately EUR 1,126m(2014:843m).
To evaluate this calculation, a sensitivity analysis of the cash flow estimates is presented in the table below in order to see the effect
of deviations to the cash flow estimates and variations in the cost of capital.
The cost of capital after tax for the Portfolio segment is calculated using the capital asset pricing model (CAPM) in combination with
the weighted average cost of capital (WACC). Based on the variables from the table below, the estimated cost of capital after tax is
approximately 12%.
Risk free rate
The risk free rate used in the calculation of the WACC is based on the EUR risk free interest rate, which on 31st December was
priced at 0.63%. However, the Group has a significant part of the cash flows in other different currencies, the largest being NOK and
SEK. The respective 10 year government bond for these currencies range from 0.63% for EUR, 1.48% for NOK and 0.96% for SEK.
Given the fluctuations in the yield for these bonds we deem it reasonable to use the EUR risk free rate as basis for the risk free rate
for the Group. Calculating a currency specific WACC for each currency, the risk free rate element would have increased the WACC
slightly compared to the WACC estimated for the Group.
Risk premium
Based on empirical research done the long-term risk premium is about 6.7%. It is reasonable to assume that the risk of investing in
non-performing loan portfolios is higher than observed average market risk premium. Therefore a small cap premium risk premium
of 9.74% is added to the calculation – resulting in a total risk premium of 16.44%. These risk premiums are based on the research
found by Ilbbotson Risk Premiums Over time Report
Equity Beta
The equity beta is based on 5 years of weekly observations for market peers. The calculations are based on data from Bloomberg.
We have then used this as a basis for our Beta re-levered.
Future cash flow estimates
The future cash flow estimates are based on the current 15 year IFRS forecast for the current asset base with no value after this 15
year period. Therefore there are no adding cash flows from future investments included in the fair value estimation.
Cost of Capital calculation – WACC
WACC
Factor 31 Dec 2015
10-year risk-free rate 0.63 %
Equity Beta (Observed) Raw 0.77
Beta Relevered 1.82
Long horizon expected equity risk premium 6.70 %
Small Cap Premium 9.74 %
Risk Premium 16.44 %
Tax rate group 25.00 %
Other long-term assets’ fair value is equal to its book value and is within level 3 of the fair value hierarchy.
16 Trade receivables
EURm 31 Dec 2015 31 Dec 2014
Trade receivable 21 14
Less: provision for impairment of trade receivables -0 -1
Trade receivables - net 21 13
Trade receivables are non-interest-bearing and are generally on 30-90 days’ terms.
Provision for impairment of trade receivables for 2015 amounted to EUR 410k (2014: 555k).
Prepayments, accrued income and other short-term receivables fair values are based on unobservable inputs not corroborated by
market data and are equal to book value and within level 3 of fair value hierarchy.
EURm 31 Dec 2015 31 Dec 2014
Prepayments 6 8
Accrued income 13 9
Payment services receivables* 42 6
Other 5 11
Account receivable - VAT related 5 4
Restricted deposits ST 2 -0
Total 73 39
*As of 31 Dec 2015 accrued credit loss for payment services receivables w as EUR 0.6m
At 31 December 2015, the Group had available EUR 93m (2014: 177m) of undrawn committed overdraft facilities (EUR 25m are
allocated to guarantees out of total EUR 118m).
For the purpose of consolidated statement of cash flows, cash and cash equivalents comprise of the following:
All shares are owned by Lock Upper Holding AS, Hoffsveien 70B, 0377 Oslo
20 Group companies
Lock Lower Holding AS is the parent company of the Group. Lock Lower Holding AS was established on 22 May 2014 and acquired
100% of Lock AS at 15 July 2014. Lock Lower Holding AS and its subsidiaries own 100% of all companies within Lindorff Group.
Corporate identity % of
Subsidiary number Domicile No of shares capital Book value 2015
Lock AS NO 913 741 102 Norw ay 100 % 100 % 723,456,305
In March 2015 the two Spanish companies were transformed from S.L.U. to S.A.U. and changed names accordingly.
On 29 May 2015 Lindorff Ukraine was liquidated.
On 6 July 2015 Lindorff Norge was liquidated through merger with Lindorff Holding Norway AS.
On 31 July 2015 EBH Erste portfolio UG (no activity) merged with Lindorff Holding Gmbh.
On 18 August 2015 Lindorff Group AB acquired Casus Finanse S.A. group in Poland.
On 31 August 2015 Lindorff Institutional Management AB and Lindorff CoInvest AB were dissolved through merger with Indif AB.
On 6 October 2015 Lindorff AB and Lindorff Second Holding AB dissolved through merger with Lindorff Group AB (name changed to
Lindorff AB in 2016)
21 Trade payables
EURm 31 Dec 2015 31 Dec 2014
Trade payables 19 21
Total 19 21
Trade payables are non-interest-bearing and are normally settled on 30-day terms.
Trade payables fair values equal their carrying amounts. The fair value measurements are based on unobservable inputs not
corroborated by market data and are within level 3 of the fair value hierarchy.
23 Borrowings
The carrying amounts of the Group’s borrowings are denominated in the following currencies:
The fair value measurements of bonds are based on quoted prices at Oslo Stock Exchange and Irish Stock Exchange at
measurement date and are within level 1 of the fair value hierarchy.
The fair value of Revolving Credit and other short-term liabilities is equal its’ carrying value. The fair value is based on market data
and is within level 2 of the fair value hierarchy.
The Group is funded through a Super Senior RCF(SSRCF) of EUR 324m, Senior Secured Notes of EUR 1,457m equivalent (issued
in EUR and NOK) and Senior Notes of EUR 451m equivalent (issued in EUR and SEK).
The average interest on the notes is approximately 7% with an average duration of 5.6 years. The SSRCF is priced at a current
margin of 3.50%. At year-end 2015 the RCF draw amounted to EUR 207m (excluding a draw for unfunded guarantees of EUR
20m).
23 Borrowings, cont.
The covenants set forth in the Senior Secured Notes Agreement and the Senior Notes Agreement are typical for 144A / Reg S high
yield issue of this type, including but not limited to the following: Change of Control, Debt Incurrence, Permitted Liens, Limitation on
Sales of Assets & Subsidiary Stock, Limitation on Affiliate Transactions, Limitation on Restricted Payments, Anti-layering, Reports,
Merger and Consolidation, Line of Business and Suspension of Covenants on Achievement of Investment Grade Status.
The SSRCF Agreement contains certain of the incurrence covenants that are set forth in the Senior Secured Notes Agreement. In
addition, the SSRCF Agreement contains a Drawn Super Senior Leverage Ratio financial covenant which will be tested for each
annual accounting period and quarterly on a rolling twelve month basis; The Financial Covenant is set at 2:1 (Drawn Super Senior
Indebtedness to Adjusted EBITDA).
Security package
Companies of the Group representing more than 80% of consolidated EBITDA and more than 90% of consolidated assets for the
year ended December 31, 2015 have provided security for the SSRCF and the Bond package through pledges of shares, bank
accounts, receivables and a guarantee for the commitments under the SSRCF and the Bond Package. Pursuant to the Intercreditor
Agreement, the liens securing the Senior Secured Notes will be senior liens over the Senior Secured Notes Collateral that rank
equally with the liens that secure: (i) on a super-priority basis (A) obligations under the Revolving Credit Facility Agreement and (B)
obligations under certain super-priority hedging arrangements; and (ii) on an equal and ratable basis, (A) certain other future debt
permitted to be incurred under the Senior Secured Indenture, including certain acquisition indebtedness and (B) obligations under
certain hedging arrangements. The Senior Notes will be secured by the Shared Collateral on a second-ranking basis and by the
Senior Notes Only Collateral on a first-ranking basis.
The fair value of other long-term liabilities equals their carrying amount, as the impact of discounting is not significant. The fair value
is based on unobservable inputs not corroborated by market data and is within level 3 of the fair value hierarchy.
The fair value of interest rate swaps is equal its’ carrying value. The fair value is based on market data and is within level 2 of the
fair value hierarchy.
The full fair value of the derivative is classified as a non-current asset or liability if the remaining maturity is more than 12 months
and, as a current asset or liability, if the maturity is less than 12 months.
The notional principal amounts of the outstanding interest rate swap contracts at 31 December 2015 were EUR 105m (2014: 170m).
At 31 December 2015, the fixed interest rates were 1.35 %, and 2.00 % and the main floating rates were EURIBOR 3months and
STIBOR 3 months.
26 Post-employment benefits
The Group has pension liabilities for certain employees from defined benefit plans in Norway. The major plans are covered by
assets in funds administrated by insurance companies. The plans are final salary pension plans, which provide benefits to members
in the form of a guaranteed level of pension payable for a specific number of years. The level of benefits provided depends on
members' length of service and their salary in the final years leading up to retirement. The plans in Lindorff have been closed to new
employees since 2006. Pensions for new employees are instead based on defined contribution plans.
The pension costs and pension liabilities for the defined benefit plans are presented below.
EURm 31 Dec 2015 31 Dec 2014
Present value of funded obligations 31 36
Fair value of plan assets -25 -24
Deficit of funded plans 7 12
Present value of unfunded obligations 0 0
Total deficit of defined benefit pension plans 7 12
Impact of minimum funding requirement/asset ceiling 0 0
Net liability in the statem ent of financial position 7 12
The plan assets consist primarily of investments in listed bonds. Due to the low net exposure there would not be a significant impact
on the financial position of the company due to reasonable changes in the actuarial assumptions.
Retirement pension and family pension obligations for salaried employees in Sweden are secured through pension insurance with
Alecta. This constitutes a multi-employer plan. For the 2015 fiscal year, the company did not have access to such information that
would enable the company to record this plan as a defined benefit plan. Consequently, the ITP pension plan secured through
insurance with Alecta is recorded as a defined contribution plan. The contribution to the plan is determined based on the age, salary
and previously earned pension benefits of the plan participants. The expected contributions for pension insurance taken out with
Alecta for the next annual reporting period are expected to be in line with current year which was EUR 0.4m. The Group’s level of
participation in the plan is insignificant.
The collective consolidation ratio reflects the market value of Alecta’s assets as a percentage of insurance obligations, calculated in
accordance with Alecta’s actuarial assumptions, which do not correspond with IAS 19. The collective solvency is normally allowed
to vary between 125 and 155 percent. If the level of collective solvency is less than 125 percent or exceeds 155 percent, measures
are to be taken in order to create conditions for restoring the level of collective solvency to the normal interval. Alecta’s surplus can
be distributed to the policyholders and/or the insured if the collective consolidation ratio exceeds 155 percent. However, Alecta aim
to avoid surplus by using reduced contributions. At December 31, 2015, Alecta’s surplus corresponded to a collective consolidation
ratio of 153 percent.
Germany
In addition there is a defined benefit plan for one employee in Germany. The net value of the plan is negative and EUR 35k (2014:
25k) is recognised as a defined benefit liability.
The Group had provisions for other liabilities of EUR 1m (2014: 2m).
The external funding of the Group is secured through Lock AS and Lock Lower Holding AS.
Companies of the Group representing more than 80% of EBITDA as of 31 December 2015 have provided security for the RCF and
the Bond package through pledge of shares, bank accounts, receivables and a guarantee for the commitments under the RCF and
the Bond package.
When conducting their business, the Group companies are from time to time obliged to provide bank guarantees to various
government bodies or business parties. Such guarantees are backed by a guarantee facility, which is part of the Group’s funding
through Lock AS. The guarantee facility amounts to EUR 25m, where upon EUR 21m is currently utilised.
Contingent liabilities:
Lindorff Group has certain tax issues related to deductibility of interest of group internal loans in Finland and Norway. Tax exposure
of these cases is estimated at EUR 42m including EUR 6m of potential penalties, whereof EUR 27m has been paid on request to
respective tax authorities in Norway and Finland in 2015 and additional EUR 5m as advance current tax in Finland. Lindorff
contests the claims and has filed complaints to the Tax Authorities in both countries. No provisions have been recorded as Lindorff
believes that our arguments are strong and hence our standing in the disputes is solid.
During the normal business operations, the Group faces from time to time claims in civil lawsuits and disputes, most of which involve
relatively limited amounts. None of these disputes is considered likely to have any significant effect on the Group or its financial
position.
29 Commitments
The Group has committed to buy non-performing Debt Portfolios for delivery in future periods; these commitments are from “forward
flow” contracts and – for Poland - an investment fund in which we have obligated ourselves to become owner of total fund over time.
Estimated Capital Expenditure is based on previous acquisitions under the same contracts and client’s expectations.
The future aggregated minimum lease payments under non-cancellable operating leases are as follows:
Lease expense during the period amounts to EUR 13m (2014: 3m).
Classification
30 Business combinations
The allocation of the purchase price to assets and liabilities at fair value led to recognition of goodwill at EUR 29m.
Casus Finanse was established in 1997 and has a long term experience in serving the Polish CMS market. Like Lindorff, Casus
group has two major business areas: Debt Collection, consisting of debt-related administrative services and Debt Purchasing.
Lindorff expects synergies effects of Casus knowledge of the market combined with Lindorff’s business model for collection
performances. The workforce of approximately 500 FTEs is considered of material value. Based on assumptions of recruiting cost,
training cost, efficiency cost of hiring new people compared to experienced staff members, Lindorff estimates the value of the
workforce to be significant.
Valuation of purchased loans and receivables based on information available at purchase date, was EUR 23m. Prediction of future
cash flows in new entities is connected with significant uncertainty, especially when entering new markets. The valuation based on
the PPA (Purchase price allocation) is to be considered as a preliminary assessment and may be reallocated within 12 months after
acquisition.
Trade receivables 1 1
Cash and cash equivalents 3 3
Current assets 4 4
Total assets 29 32
Trade payables 1 1
Short-term loan 21 21
Other short-term liabilities 1 1
Current liabilities 23 23
Total liabilities 23 23
Net assets 6 9
According to the purchase agreement, the former owners of Casus Finanse could be entitled to an earn-out based on performance
in 2015. No provision was recorded as at 31 December 2015.
Transaction costs related to business combinations have been expensed.
The Group is organised in a legal structure with Lock companies being a holding companies of Indif AB, which owns 100% of
Lindorff AB. Lindorff AB owns 100% of the parent/holding companies per country or region.
The Group’s related parties include Group Management, members of the Board of Directors and parent companies (Lock Upper
Holding AS and Lock Topco AS). All transactions with related parties are performed at normal market prices at arm’s length.
Intra-group related party transactions and outstanding balances are eliminated in the preparation of consolidated financial
statements of the Group.
Loans to Board Members and key management
Certain key managers and Board members in Lindorff have invested EUR 6m in the Management Investment Program implemented
in 2015 in Lock Upper Holding AS. Acquisition price of the shares is based on fair value conditions. Seven of the investors have
been granted a loan on market terms from Lindorff Holding Norway AS to fully or partially finance their investment in the program.
The outstanding loans to these individuals amounted to EUR 3m at 31 December 2015 and investments are pledged to secure the
loans.
There have been no guarantees provided or received for any related party receivables or payables. For the year ended 31
December 2015, the Group has not made any provisions relating to amounts owed by related parties. This assessment is
undertaken each financial year by examining the financial position of the related party and the market in which the related party
operates.
Discontinued operations
Profit (loss) for the year from discontinued operations
ASSETS
Investment in subsidiaries 5 723,753 769,389
Deferred income tax assets 4 96 -
Long-term receivables 7 451,463 444,420
Non-current assets 1,175,312 1,213,809
EQUITY
Share Capital 8 8,847 9,405
Total restricted capital 8,847 9,405
Share Premium 8 714,711 759,777
Retained earnings (102) 205
Total non restricted capital 714,609 759,982
Total equity 8 723,456 769,387
Liabilities
Bonds 9 451,463 444,420
Other long-term liabilities 7 1,635 -
Non-current liabilities 453,098 444,420
Carl Per Eric Sletten Larsson Sten Kristoffer Melinder Erik Andreas Näsvik
Chairman
Nils Peter Sjunnesson Marcial Angel Portela Alvarez Hans Torsten Georg Larsson
Klaus-Anders Nysteen
CEO
Share
capital Share Retained Total non Total
EURk (restricted) prem ium earnings restricted capital equity
Balance as at 1 January 2015 9,405 759,777 205 759,982 769,387
Profit/loss for the year - - -316 -316 -316
Translation differences -558 -45,066 10 -45,056 -45,614
Balance as at 31 Decem ber 2015 8,847 714,711 -102 714,609 723,456
Subsidiaries
Shares in subsidiaries are recognised in the parent company at cost, including transaction costs less any impairment. Only
dividends are recognised as income.
Tax rate 27 % 27 %
Current tax liabilities in the statem ent of financial position As at 31 Dec 2015 As at 31 Dec 2014
Current tax liability on profit for the period 0 -83
Tax effect of group contribution to subsidiary 0 83
Total current tax liabilities end of period 0 0
The carrying amounts of the borrow ings are denominated in the follow ing currencies:
In connection with Nordic Capital Fund VIII’s acquisition of Lindorff, which was completed on 6 October 2014, the previous bank
funding package was terminated and a new funding package put in place.
Lock Lower Holding AS has issued Senior Notes EUR 250m at 9.5% interest rate maturing in 2022 and Senior Floating Rate Notes
SEK 1,850m maturing in 2022.
Parent company takes part in covenants and security package in the Group funding package. For further information, see note 23
for the Group.
Definitions
Adjusted EBITDA – EBITDA adjusted for amortisation and revaluation of portfolios of purchased loans and receivables
Direct opex – Operational expenses related to collection activities, excluding SG&A and IT cost
ERC – Estimated Remaining Collections next 180 months on purchased loans and receivables in Debt Purchasing
Intersegment Revenue - Commission to the Debt Collection segment from the Debt Purchasing segment
Investments in Debt Purchasing – Acquisitions of non-performing loans and receivables (may differ from acquisition of loans and
receivables in the cash flow statement due to actual payment of the acquisition may be due in another period)
NIBD – Interest bearing debt less cash
NIBD/EBITDA – Net interest bearing debt divided by Adjusted EBITDA LTM (Leverage ratio is adjusted for proforma effect of
acquisitions in the given period. Not including investments in Debt Purchasing).
Portfolio revaluation – Change in carrying value of purchased loans and receivables due to changed collection forecasts
Return in Debt Purchasing – Last Twelve Months (LTM) segment earning in % of average book value of purchased loans and
receivables for the last twelve months
Segment Earnings – Segment EBITDA excluding SG&A and IT cost
Segment Earnings Debt Collection – Includes earnings from collection on own portfolios and third party debt
Abbreviations