CE Credit Management B.V.

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1 CE Credit Management B.V. 8% Senior Covered, Profit-sharing Bonds September 9, 2013 Keijser Capital Research Nico van Geest RBA Results 1H2013 and outlook ISIN NL Price 105% Coupon 8,00% Effective yield 6,48% Profit share (Cond.) 2,00% Maturity 30/06/2017 Price high* 106,0% Price low* 99,50% Index Bloomberg NYSE Alternext CECRDT Website * since listing 5/31/2012 Key takeaways Reported 1H2013 after-tax result meets expectations. Increased exposure in sectors Telecom and Energy. The number of companies that are outsourcing their accounts receivable management is increasing. Consumer receivables portfolios are purchased at higher discounts. Bond price since listing ranging between 99.50% (lowest price since listing) and % since listing (highest price since listing). Servicer and initiator Credit Exchange Group achieved sales growth in 2012 of 12%, reported EBITDA of 2,7mln and a net profit of 1,1mln (+13%). Shareholders' equity amounted to 7,7mln and balance sheet total equaled 15,6 million. 1 CE Credit Management: financing consumer receivables portfolios CE Credit Management ( CECM ) was founded by the Credit Exchange Group ( CEG ) in 2012, for the purpose of financing growth of its credit management and factoring business. CEG is a full-service credit management organization specialized in managing and collecting Dutch business-to-consumer (B2C) receivables. CECM was the first Dutch SME company to issue and list a Covered SME Bond (IBO) on the NYSE Alternext (Amsterdam) end of May The proceeds of the issue are used for investments in large volumes of consumer receivables portfolios originated in a variety of industries, such as Telecom, Energy, Retail and Healthcare. The credit management process is executed by the initiator CEG. Over the past decade, CEG made significant investments in the design and development of IT-systems, as a result of which CEG s credit management services are almost fully automated. The financial year of CECM starts at the same date as that of the initiator, following the calendar year. The operational activities of CECM started in June The 2012 figures therefore relate to a shortened financial year. Results are forecasted to increase as long as consumer receivable portfolios can be acquired (imbricated cash flow curves). Hence, in order to maintain growth levels funding is key. 2 Market developments Deteriorating payment morale and increase in risk of fraud Due to declining consumer confidence and an increase in the number of defaults among both businesses and consumers, there is increased pressure on the turnaround time and expected pay-out of consumer receivables. At the same time, READ DISCLAIMER ON LAST PAGE 1/10

2 deteriorating payment behavior makes efficient and tightened credit management indispensable and firms increasingly decide to outsource their credit management processes to specialized firms. This trend is offers attractive opportunities for firms that are well-established in the industry. For credit management firms it is important to anticipate on the increasing risk of default. This can be done at the 'frontend' and at the 'back-end' of the chain: A bigger discount may be negotiated in setting the purchase price of consumer receivables ('front end'); Contracts include clauses that ensure that consumer receivables can be retro ceded to the client in fraud cases (e.g. when name and address details do not correspond with administration data of citizen of municipalities) and when a debtor is in a situation of debt restructuring (the 'back-end'). The risk of fraud within the consumer segment has increased. Hence, process of fraud detection in the first stage is critical. Despite of the fact that this risk can be mitigated by incorporating retro ceding contract clauses, the efficiency of the credit management process is reducing. Changing role of the bailiff The role of the bailiff is subject to change. Bailiffs may not acquire receivables themselves and therefore remain fulfilling particular legal acts such as issuing writs. As opposed to credit management organizations, they are to a lesser extent capable of building a database with information on payment behavior of debtors. Therefore, increasingly, the bailiff is managed or instructed by credit management organizations, which rely on their databases when indicating which receivables deserve attention and, more specifically, what type of action should be taken. Market share and barriers to entry We estimate the market share of CEG in the fragmented B2C forward flow segment at approximately 10%. Our expectation is that CEG may strengthen its position because CEG is active in the total payment process value chain (offering a fullservice concept) and fewer parties will be active on the market due to high barriers to entry: Capital intensity (pre-financing of legal processing costs); Requirement of advanced ICT systems and links with SAS software (standard software not available); Requirement of a well-scaled broad organization, in order to add value in the total 'payment process value chain'. Large parties are becoming increasingly powerful, but at the same time are often focused on one earnings moment in the payment process value chain (see Figure 3). Unlike many competitors, CEG operates in virtually all parts of the chain, which enables CEG to generate positive cash flows and earnings at multiple moments in the credit management process. For a credit management organization in the business-to-business (B2B) segment, the entry barriers of the B2C market remain relatively high, as its systems typically are not designed for small receivables and high volumes. Such advanced systems are not for sale; CEG designed and developed the IT systems in-house. 3 M&A activity in the sector As the sector is characterized by high returns on capital, the sector is popular among investors. Returns on invested capital of 15%+ is possible at credit management companies that are well funded and possess an up-to-date ICT database and workflow systems. This aspect stimulates M&A activity, particularly by private equity investors and strategic parties. See appendix for market valuations of comparable companies. Waterland Private Equity Investments is looking for an exit for the medical factoring company Fa-med. The company employs 230 FTEs and processes approximately 31 million receivables per year with a value of 1,3 billion. Fa-med recorded a 2011 EBITDA of over 14 million on a turnover of 37 million. The ask price would be around 140 million (10x EBITDA multiple). READ DISCLAIMER ON LAST PAGE 2/10

3 Factoring and credit management company InVesting BV (owned by HAL Investments for 67.9%) merged its healthcare activities with the factoring and clearing companies Infomedics and NMT FenCS. Investing holds a stake of 38.8% in the combination which operates under the name Infomedics Groep BV. This company now has a leading position in the Netherlands in factoring for the healthcare industry. In 2012, sales of 58 million were reported (2011: 60 million). HAL Investments participates in InVesting since Scandinavian peers in particular are participating in the trend of consolidation in the sector. The Norwegian Lindorff Group (owned by Nordic private equity) acquired ABN AMRO subsidiary Solveon. Solveon provides collection services to ABN AMRO and other companies and employs 120 FTEs. Lindorff, located in 11 countries and employing approximately 3,000 people, has focusses on the European financial sector and this acquisition helped strengthening its position. Lindorff is owned by Altor (Altor Fund 2003 and Altor Fund II), holding 50%, and by Investor AB (source: Lindorff), also holding 50%. The purchase price was not disclosed. In 2012 Buckaroo was taken over by the Swedish Intrum Justitia. Buckaroo is a provider of payment and billing services and software and has an ICT platform that allows online payments with various payment methods such as PayPal, credit cards and direct debits/automatic collection. Other Scandinavian parties active in the Netherlands are the Swedish Alektum, Hoist Finance, Klarna (Investment AB Öresund, Sequoia Capital) and the Norwegian Gothia, which was recently taken over by the German Arvato (which in turn is part of Bertelsmann). 4 Developments Credit Exchange Group (CEG) Over the previous years, CEG has established a strong position in the Dutch market for consumer receivables management. During these years the market for the debt collection grew slowly but surely and was professionalized. CEG has grown to one million invoices per year within a few years. This growth was accompanied by a step forward in the collection process from amicable collection to billing and reminder payments. The market changed under the impact of the crisis, increasing the need for further chain integration. CEG took a step towards the area where the bailiffs have ruled for years. By stepping backward in the collection process and by integrating the judicial officers in the process, CEG integrated a new earning moment and increased its information base. Besides these chain integrations, a major project in the field of database management is being executed in the domain of analysis and optimization, which enables CEG to benefit from a period of strong growth. That said, investments will be necessary to make these possibilities profitable. Figure 1: Chain Integration (Source: CEG) Total revenue of CEG can be subdivided into four revenue streams: 1. Factoring Wage (a percentage of sales); 2. Forward Flow (discount on the purchase of the nominal value and the result of the enforcement process; 3. Amicable and (extra) judicial revenues; 4. Credit checks (credit information). Figure 2 shows a table of the main operating activities of Servicer CEG and the distribution of profit contribution. With these three operational pillars, CEG covers the entire chain from conducting credit checks to execution of a judgment. READ DISCLAIMER ON LAST PAGE 3/10

4 # Operational activity Profit contribution 2013T Profit contribution (expected) 1 Factoring 35% 25% 2 Forward Flow/amicable/judicial collection of debts 60% 60% 3 Credit information 5% 15% Total 100% 100% Figure 2: Operational activities and profit distribution (Source: Keijser Capital Research) Management expects that the groups credit information activities will play an increasingly important role in the future in terms of profit contribution. Credit Information services are expected to be delivered at various elements of the payment process value chain (Figure 3), but also increasingly in other business processes. Besides offering credit checks, facilitating customer acceptance, information can also be consulted in advising companies whether or not mandating deposits form new clients, as well as for performing analyzes for the Dutch Private Debt Assistance Office (Bureau Schuldhulpverlening). The database is enriched with every new receivable that is being processed by CEG. Backup systems and disaster recovery centers for the ICT systems and database are present, which is essential for the progress and stability of the business. CEG has backup systems in Rotterdam and Amsterdam. The server in Amsterdam is not web based and therefore protected against cybercrime network attacks. Amicable After the purchase of receivables porfolio After amicable settlement Judicial After summons After judgment Execution After a writ by a bailiff After execution of judgment Figure 3: Payment process value chain (Source: CEG) 4.1 Recent developments DebtScan DebtScan (100% CEG subsidiary) is a patented technology, enabling high frequency scanning of cars license plates. On behalf of a creditor or bailiff, DebtScan locates vehicles owned by debtor for the purpose of confiscating. DebtScan only operates in the situation of a ruling on the validity of the creditors claim by a Netherlands-based court. In the Netherlands, thousands of so-called keldervorderingen (old receivables ignored by bailiffs) exist: outstanding debts that remain unpaid after a court ruling. Debt Scan combines several data sets to analyze the claimable assets of the debtor and make a prediction of the likely location. This information is shared with the bailiff, so he or she can act accordingly. READ DISCLAIMER ON LAST PAGE 4/10

5 New contracts CEG participated in a number of open tenders and successfully acquired new contract from leading telecommunications and energy companies and several online retailers. Contracts can be based on a portion of the revenue (revenue sharing) or agreements are made about a discount on the acquisition of the receivables portfolio. In general the rule the older the portfolio, the higher the discount, is applicable. It is worth noticing that online retailers (web shops) are only interesting as a potential client when a significant proportion of the purchases by consumers are on account. What can be observed is that especially young people make use of instant online payment systems like ideal and PayPal. Insourcing Sourcing services become an increasingly important source for future growth. Underlying sourcing services are the database and IT-systems. Clients can choose to conduct credit management processes in-house by making use of a selection of database information and IT-systems of the Credit Exchange Group ('white labeling'). Clients can also choose to outsource (part of the process) to CEG. CEG seeks to link the outsourcing and data providing to the sale of the receivable in order to maximize the returns. Client s dependency on information from CEG facilitates building long-term client relationships. Sports industry CEG has put strong focus on the sport sector, including fitness chains. The risk of fraud in this sector is relatively low. Strengthening of management To support further growth, the management team has been strengthened with qualified and experienced managers to cover the fields of IT and sales. Website & corporate identity DirectPay In early 2013, the core operating company of the group, DirectPay, launched the new website (www.directpay.nl). The website offers debtors an interactive status overview and provides the options available when they have received a message regarding an outstanding debt. The website demonstrates a friendly tone towards debtors and advocates working together in finding a solution. 5 Financial Results shortened financial year 2012 and 1H2013 and forecast CECM (Issuer) CECM invested the proceeds of the bond issue in portfolios of consumer receivables. In the shortened financial year 2012, an amount of 1,6M was used to purchase portfolios with a nominal value of approximately EUR 2,4M. In 1H2013, CECM acquired a portfolio with a nominal value of approximately 1,45M. Due to the forward flow character of the portfolios (receivables older than 60 days) a large part of the receivables is included in the judicial process. The legal costs are funded by CECM and can be added to the nominal amount of the claim. The first operational half year (H22012) is characterized merely by cash outflows, resulting from investments in portfolios and financing costs of the judicial process. Payments on the nominal amount of receivables, often received after a judgment obtained at the end of the judicial process, is gaining momentum in the second quarter after purchasing the receivables portfolios (1H2013). The considerable improvement in the results, see Figure 4, are therefore a logical consequence of the business inherent cash flow curve structure. The results of the shortened fiscal year 2012 (June to December) have shown a limited hick-up. This can be attributed to: Seasonal pattern in revenues. The second and third quarters of a calendar year are important quarters for the collection of receivables due to the release of holiday allowances and tax returns. The returns are largest when the receivables are already included in the enforcement process for two quarters or more. The first quarters of the READ DISCLAIMER ON LAST PAGE 5/10

6 enforcement process are characterized by investment and longer lead times due to the completion of the judicial process in obtaining a judgment. The first portfolio s purchased by CECM are only included in the third quarter of the calendar year in the enforcement process and thus these have not yet benefited from the cash-rich third quarter. Late availability of the new zoning of the Judiciary. On 1 January 2013, 19 Dutch courts have merged into 10 new courts. As of 1 April 2013, court East-Netherlands is split up in the courts of the Provinces Overijssel and Gelderland. Resulting in 11 Dutch courts. The "judiciary map" shows court s jurisdictions where e.g. CECM should submit their receivables. Due to the late availability of the revised zoning the submissions were delayed, resulting in a delay in cash inflows. Changes in BTAG rates. The new Official Bailiffs Rates (BTAG) were published too late, which made it unclear what rates should be used. Interference with the Tax Authority. The Tax Authority has had a disruption with respect to introduction of IBAN account numbers which resulted in the postponed distribution of tax benefits. These could therefore not be seized by claimholders. Results CECM (in EURO 1000) 2012 (2HA) H A H E 2013E 2014E 2015E Net revenue Cost of Sales Gross margin Depreciation Administrative and advisory costs General costs Provision Profit distribution bond holders Provision Compensation Servicer Total Costs Operating profit Interest income and other income interest payments (coupon bond) Financial costs and income Earnings before tax Earnings before tax before provisions Figure 4: Results CECM, shortened financial year 2012 and 1H2013 and estimates (source: CECM; estimates: Keijser Capital) Because of the above mentioned interruptions cash inflows were delayed. Due to the delay, cash received in the first quarter of 2013 was therefore higher than usual. Over the entire period June 2012 t/m June 2013, it can be said that the cash flows from the receivables portfolios are in line with expectations. The annual report of 2012 is audited by Deloitte Accountants. The financial statements of the 1H2013 interim report are unaudited. All major costs associated with the operational process, are included in the cost of sales. Depreciation relates to the costs associated with the bond issue. Administration and advisory fees are primarily related to the audit expenses. The costs of the Trust are recorded under general expenses. The interest income relates to interest income on the acquired portfolios. The interest expense relates to the 8% coupon on the bond. After all operational costs and mandatory financial charges are met; a provision is made for future distribution of profits to bondholders. For the remainder of the profit a provision is made for future distribution to the Servicer (see figure 5, balance sheet). READ DISCLAIMER ON LAST PAGE 6/10

7 In 1H2013, the first provisioning for the right to profits for the bondholders took place. As stated in the prospectus, the bondholders are entitled to receive a cumulative profit share of 2% per year, distributed at maturity in June The profit share is conditional; a positive cumulative result needs to be achieved. When conditions are met, CECM will pay out 10% (2% per year for five years) over the nominal amount outstanding at maturity. According to the expiry of one year of the term of the bond, 2% of the nominal value has been set aside, or 2% of 3.9 million = 78,000. Based on 1H2013 results and outlook we expect that this 2% can be provided for each year in the coming years as well (assuming no early redemption). The model used in the prospectus (dd. 10 may 2012) takes the possible profit distribution for the Servicer into account as part of the profit appropriation; however, it appears that the provision for this compensation is already included in the profit and loss account. This implies that the cumulative net or pre-tax results of the SPV will never show a positive balance and will be at a maximum of 0. In 1H2013, an amount of 5500, - will be provisioned for the servicer Credit Exchange BV. Based on our forecasts, we expect that the servicer will obtain a profit as well. As a return on capital employed of +15% is well attainable, we expect that after all costs and financing a surplus will be left over for the Servicer. We assume new portfolios will be purchased in the years , financed from the cash inflow of existing portfolios. When no new portfolios are purchased after 2015, the peak in returns is likely to be observed in 2014 or When new portfolios can be acquired after 2015, results are expected to stabilize at high levels. We believe that refinancing at the end of maturity will be a real option, considering the expected residual value of the portfolios. Balance sheet CE Credit Management In EUR /31/12 06/30/13 12/31/12 06/30/13 INTANGIBLE ASSETS EQUITY Costs of establishment Paid-up capital Issuance costs Undistributed results Intangible assets Shareholder s equity FINANCIAL TANGIBLE ASSETS PROVISIONS Acquired portfolios Profit entitlements bond holders Profit entitlement Servicer CURRENT ASSETS Total provisions Related parties Participants Taxes and social security costs DEBT Prepayments Long term debt Receivables and prepayments Accruals Short term debt and accruals Cash TOTAL ASSETS TOTAL LIABILITIES Figure 5: Balance sheet CECM shortened financial year 2012 en 1H 2013 (source: CECM / Keijser Capital Research) Intangible assets include the costs of setting up CECM and the expenses of the IBO (Initial Bond Offering). Both costs are amortized over the term of the bond. Financial fixed assets comprise acquired portfolios, and the capitalized costs related to processing portfolios, accrued interest, costs and depreciation on acquired portfolios. Receivables and prepayments include balance sheet items related to processing of the receivables portfolios, such as prepaid court fees, prepaid expenses READ DISCLAIMER ON LAST PAGE 7/10

8 and VAT receivable. Due to delay in judicial zoning many of the receivables purchased in 2012 did not enter the judicial process until Q1 2013, resulting in a relatively high amount of cash at the end of For the same reason, cash and cash equivalents significantly shrunk at the end of June On the liabilities side of the balance sheet the amount of provisions for profit entitlements of the bond holders and subsequently the Servicer are shown. Long-term debt consists solely of the 8% CE Credit Management Bond Price development and trading volumes The graph below shows the price development and trading volumes of the issued bonds as of listing on the NYSE Alternext Amsterdam in June Figure 6: Bond price and trading volumes CE Credit Management 31/5/ /9/2013 (Source: Bloomberg) The graph (Figure 6) shows the price development and trading volume of the CE Credit Management 8% bonds as of listing in June 2012 to August The highest price since listing equaled 106%, the lowest price since listing equaled 99.5%. As of the first trading day, bid and ask prices have been quoted for a minimum of EUR Larger trading volumes have been absorbed by the market without too heavy shocks. The average spread was 1.5%. The 100-days average trading volume equals EUR Two semi-annual coupons of 4% have been paid in early January 2013 and the beginning of July 2013, coupon 2H2012 and coupon 1H2013, respectively. At the current rate of 105%, the effective yield, excluding profit right, equals 6.48%. Due to the fact that the profit-share is paid out at the end of maturity, the bonds are said to be 'dirty priced'. The profit entitlement for the bond holders is maximized on 2% each year. At maturity, this yields to a repayment of 110 % of the nominal amount outstanding. CE Credit Management has the right to redeem 1,5 million of the outstanding amount in years 2015 and 2016 at 102.5% and 101.5% respectively. READ DISCLAIMER ON LAST PAGE 8/10

9 Appendix: Valuation and share price development of listed peers While many credit management companies are part of larger parties or owned by private equity, there are a number of listed peers. The activities of these peers however, vary considerably. For example, Dresdner Factoring is active in the B2B segment and Experian is a credit information services provider that sells credit scores. Equifax and Encore Capital are American companies. Equifax is mainly active in transaction services and facilitating e-commerce. Some of these peers also issued bonds: Issuer Coupon Size Term Price Effective yield Rating Intrum Justitia 5.125% SEK 575M % 4.13% Not rated Equifax 6.3% USD 272M % 2.97% S&P BBB+ Share price performance in 2013 of the listed peers is impressive and the valuation multiples indicate the market value of these companies. Comparable analysis Performance 2013 (in M) 2013 (in M) Most recent figures Price at 6 Sept Beta ROI ROE Cur. Price YTD 2012 EBITDA Marketcap Net debt (in M) Intrum Justitia AB SEK ,4% Dresdner Factoring EUR ,7% Experian PLC * GBP ,2% Equifax Inc USD ,1% Encore Capital Group USD ,9% Average Valuation multiples K/W 14T Mcap/EBITDA EV/EBITDA Price/Book value Dividend Yield (%) Intrum Justitia AB Dresdner Factoring Experian PLC * Equifax Inc Encore Capital Group Average *) End of fiscal year ending March 2014 Figure 7: Comparisons price performance and valuation (source: Bloomberg) READ DISCLAIMER ON LAST PAGE 9/10

10 Keijser Capital N.V. Asset Management Adriaan van der Peijl Director T.: +31 (0) Maurice Mureau Advisor T.: +31 (0) Harm Schut Advisor T.: +31 (0) SME Advisory & -Finance Peter Nederlof CEO T.: +31 (0) Tim de Rooij Analyst T.: +31 (0) Kim Geerts Legal T.: +31 (0) Brokerage Reinout van Zessen Director Commerce T.: +31 (0) Peter Jurgens Head of Brokerage T.: +31 (0) Jos Renssen Head of Fixed Income T.: +31 (0) Research Nico van Geest Head of Research T.: +31 (0) The author of this publication invests or may invest in financial instruments mentioned in this publication. Also, Keijser Capital takes positions or may take positions in listed financial instruments, both on behalf of clients and for its own account.this publication has been compiled by the research department of Keijser Capital. The information contained in this publication is derived from sources deemed reliable by Keijser Capital and publicly available information. Keijser Capital does not take responsibility for the correctness and completeness of the facts, data, opinions, expectations and outcomes in this report. Keijser Capital makes no warranty or declaration with regards to accuracy and completeness. Keijser Capital accepts no liability for damage arising from any inaccuracy and / or incompleteness of such information. This publication should not be conceived as an offer to buy securities nor a solicitation to sell it. The content of this publication is generic in nature and therefore does not take into account the specific investment objectives, personal financial situation and personal needs of the recipient. The recipient should therefore not consider the content of this publication as an advice: the recipient should consult his or her advisor to discuss whether the assets dealt with in this publication are an appropriate investment for him or her and as to whether they are consistent with his or her investment profile. The value of your investment may fluctuate. Results achieved in the past are no guarantee for the future. Opinions and facts in this publication are subject to change without notice. Keijser Capital is licensed under the Act on Financial Supervision. The Financial Markets Authority is the competent supervisor. Keijser Capital has organizational and administrative measures to ensure independent an integer market behavior. READ DISCLAIMER ON LAST PAGE 10/10

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