Interim / Quarterly Report • Oct 27, 2017
Interim / Quarterly Report
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1.Activity report
2.Interim Consolidated Financial Statements at 30 June 2017
Activity report
Antevenio is an innovative company in publishing and marketing technology, leader in Southern Europe (Spain, Italy, France). It helps brands to convey their value proposition to consumers through a comprehensive offering combining advertising, content marketing and cross-channel technology. This offer is available either as a service or as a licensed cloud-based software with its MDirector suite. Antevenio is listed on Euronext Growth Paris since February 15th, 2007 (ISIN code: ES0109429037) and is eligible for French « PEA PME » tax shielded investment in SMEs.
At June 30, 2017, Antevenio recorded a turnover of € 12.63 million, a slight increase of 3%, as the Group's activity was hampered during the first half by the change in management of the Italian subsidiary that occurred in December 2016.
This reorganization notably weighed on the Publishing and Digital Media Trading divisions, for which the Italian activity accounted for nearly 30% in 2016, with consolidated sales of, respectively, € 5.1 million, down 19% and € 5.1 million, down 6%. As such, half-year activity was pushed by the Marketing Technology division, which had a very strong growth of 94% to € 3.5 million, driven by sales in the MDirector software suite in SaaS mode and notably its associated services.
First-half activity was also marked by a major milestone for the Group, which set foot in the United States by acquiring the New York-based digital marketing specialist React2Media. The acquisition being effective at the end of June, its impact in terms of additional revenues, as well as on the results and on the balance sheet will be recorded from the second half of 2017.
| In million euros | H1 2017 | H1 2016 | Change % |
|---|---|---|---|
| Consolidated revenues | 12.84 | 12.83 | - |
| Net revenues (1) | 12.63 | 12.22 | +3% |
| Gross margin | 7.96 | 6.86 | +16% |
| % gross margin / net revenues | 63.0% | 56.2% | - |
| Personnel costs | 4.98 | 4.39 | +14% |
| Other operating expenses | 1.36 | 1.26 | +8% |
| Amortization | 0.18 | 0.18 | -2% |
| Depreciation of current assets | 0.26 | 0.22 | +16% |
| Operating income | 1.17 | 0.80 | +45% |
| Operating margin (as % of net revenues) | 9.2% | 6.6% | - |
| Operating income before tax | 1.16 | 0.72 | +62% |
| Corporate income tax | -0.18 | -0.05 | - |
| Consolidated net income | 0.99 | 0.67 | +48% |
(1) Consolidated revenues less volume rebates on ad sales
At June 30, 2017, Antevenio recorded a turnover of € 12.63 million, a slight increase of 3%, as the Group's activity was hampered during the first half by the change in management of the Italian subsidiary that occurred in December 2016.
This reorganization notably weighed on the Publishing and Digital Media Trading divisions, for which the Italian activity accounted for nearly 30% in 2016, with consolidated sales of, respectively, € 5.1 million, down 19% and € 5.1 million, down 6%. As such, half-year activity was pushed by the Marketing Technology division, which had a very strong growth of 94% to € 3.5 million, driven by sales in the MDirector software suite in SaaS mode and notably its associated services.
First-half activity was also marked by a major milestone for the Group, which set foot in the United States by acquiring the New York-based digital marketing specialist React2Media. The acquisition being effective at the end of June, its impact in terms of additional revenues, as well as on the results and on the balance sheet will be recorded from the second half of 2017.
At June 30, 2017, Antevenio's total assets amounted to € 27.6 million.
The company has no financial debt and has a solid cash position of € 6.1 million, enabling it to rely on the necessary resources to finance its development.
By reaching a record-high margin, Antevenio proves the effectiveness of its strategy implemented for nearly two years with the aim to return to high margin levels.
Concerning the activity for the rest of the year, Antevenio, after having experienced a turbulence on its Italian subsidiary at the beginning of the year, is returning to growth. In addition to the sales generated by the deployment of Marketing Technology activities, the acquisition of React2Media, which recorded revenue of \$ 5.6 million in 2016, is also expected to support the Group's growth with effective synergies both commercial and operational. Finally, Antevenio continues to deploy internationally, particularly in Latin America, where the Group is consolidating its positions.
By developing higher-margin activities and strengthening its positions, the Group is confident in its ability to generate strongly profitable growth throughout the year.
Interim Consolidated Financial Statements at 30 June 2017
Interim Consolidated Financial Statements at 30 June 2017
INTERIM CONSOLIDATED FINANCIAL STATEMENTS AT 30 JUNE 2017:
Consolidated statement of Financial Position at 30 June 2017 Consolidated Profit and Loss Account at 30 June 2017 Consolidated Statement of Comprehensive Income at 30 June 2017 Consolidated Statement of Changes in Equity at 30 June 2017 Consolidated Statement of Cash Flows at 30 June 2017
Notes to the Interim Consolidated Financial Statements for the half-year ended 30 June 2017
INTERIM CONSOLIDATED FINANCIAL STATEMENTS AT 30 JUNE 2017
| ASSETS | Notes | 30/06/2017 | 31/12/2016 | 30/06/2016 |
|---|---|---|---|---|
| Property, plant and equipment | 7 | 251,319 | 251,861 | 227,150 |
| Goodwill | 5 and 27 | 10,188,274 | 6,313,920 | 6,313,920 |
| Other intangible assets | 8 | 632,946 | 693,191 | 671,721 |
| Non-current financial assets | 10 | 121,370 | 75,407 | 72,153 |
| Investments in Associates | 6 | - | - | 425 |
| Deferred tax assets | 17 | 1,359,227 | 1,255,124 | 773,736 |
| NON-CURRENT ASSETS | 12,553,136 | 8,589,503 | 8,059,105 | |
| Trade and other receivables | 10 | 8,427,420 | 7,992,909 | 7,503,127 |
| Other current financial assets | 10 | 48,168 | 53,881 | 112,407 |
| Other current assets | 17 | 461,090 | 619,606 | 914,893 |
| Cash and cash equivalents | 10 | 6,072,395 | 6,852,272 | 5,625,427 |
| CURRENT ASSETS | 15,009,074 | 15,518,668 | 14,155,854 | |
| TOTAL ASSETS | 27,562,210 | 24,108,171 | 22,214,959 |
| EQUITY AND LIABILITIES | Notes | 30/06/2017 | 31/12/2016 | 30/06/2016 |
|---|---|---|---|---|
| Share capital | 14.1 | 231,412 | 231,412 | 231,412 |
| Share Premium | 14.2 | 8,189,787 | 8,189,787 | 8,189,787 |
| Reserves | 5,767,650 | 3,665,587 | 3,747,006 | |
| Profit/(Loss) for the year attributable to the Parent Company |
987,111 | 2,097,203 | 665,954 | |
| Other equity instruments | 16 | 1,022,700 | 1,022,700 | 139,080 |
| Treasury shares | 14 | (513,805) | (513,805) | (513,805) |
| Translation differences | 15 | (143,396) | (166,780) | (133,448) |
| Equity attributable to the Parent Company | 15,541,458 | 14,526,105 | 12,325,987 | |
| Deferred income | 16 | 40,104 | 44,373 | 44,373 |
| Other non-current liabilities | 11 and 27 | 2,594,176 | 687,119 | 2,003,036 |
| Deferred tax liabilities | 17 | 202,419 | 193,643 | |
| Provisions | 20 | 161,514 | 149,259 | 159,234 |
| Non-current liabilities | 2,998,214 | 1,074,394 | 2,206,643 | |
| Other current payables | 11 | 723,328 | 411,223 | 391,593 |
| Trade and other payables | 11 | 6,768,099 | 6,620,476 | 5,773,702 |
| Other current liabilities | 17 | 1,531,111 | 1,475,973 | 1,517,032 |
| Current liabilities | | 9,022,538 | 8,507,672 | 7,682,328 |
| TOTAL EQUITY AND LIABILITIES | 27,562,210 | 24,108,171 | 22,214,959 |
| PROFIT AND LOSS | Notes | 30/06/2017 | 31/12/2016 | 30/06/2016 |
|---|---|---|---|---|
| Revenue | 12,629,398 | 25,378,584 | 12,215,160 | |
| Turnover | 12,841,750 | 26,622,271 | 12,831,686 | |
| Volume discount on sales | (212,351) | (1,243,687) | (616,526) | |
| Work carried out by the company for assets | 9,699 | 107,450 | - | |
| Other income | 23,378 | 115,792 | 21,239 | |
| TOTAL OPERATING INCOME | 12,662,475 | 25,601,825 | 12,236,399 | |
| Supplies | (4,701,650) | (11,115,946) | (5,374,712) | |
| Personnel expenses | (4,984,318) | (9,763,936) | (4,385,803) | |
| Wages and salaries | (3,958,432) | (7,037,097) | (3,453,054) | |
| Employee benefit expense | (1,025,886) | (1,773,679) | (932,749) | |
| Other equity instruments costs | - | (953,160) | ||
| Amortization and depreciation | (176,534) | (345,840) | (180,845) | |
| Depreciation of property, plant and equipment | (42,410) | (96,534) | (49,644) | |
| Amortization of intangible assets | (134,125) | (249,306) | (131,200) | |
| Other operating expenses | (1,620,006) | (3,233,242) | (1,481,637) | |
| External services | (1,361,685) | (2,701,749) | (1,258,362) | |
| Impairment losses on current assets | (258,321) | (531,493) | (223,275) | |
| Other income / (loss) | (13,899) | 1,121,844 | (9,435) | |
| TOTAL OPERATING EXPENSES | (11,496,408) | (23,337,120) | (11,432,432) | |
| OPERATING PROFIT / (LOSS) | 1,166,068 | 2,264,705 | 803,967 | |
| Other finance and similar income | 10,423 | 21,092 | 13,736 | |
| Translation differences | 71,377 | 18,277 | 11,033 | |
| TOTAL FINANCE INCOME | 81,800 | 39,368 | 24,769 | |
| Other finance and similar expenses | (28,539) | (70,869) | (48,409) | |
| Translation differences | (56,263) | (134,379) | (62,248) | |
| Debt provisions adjustments | - | - | - | |
| TOTAL FINANCE EXPENSES | (84,802) | (205,247) | (110,657) | |
| Impairment and gains / (losses) on disposal of financial instruments | - | 1,272 | - | |
| NET FINANCE INCOME/(EXPENSE) | (3,002) | (164,607) | (85,888) | |
| PROFIT / (LOSS) FROM CONTINUING OPERATIONS | 1,163,066 | 2,100,098 | 718,079 | |
| CONSOLIDATED PROFIT / (LOSS) BEFORE TAX | 1,163,066 | 2,100,098 | 718,079 | |
| Income tax expense | (60,226) | 119,135 | (29,050) | |
| Other taxes | (115,729) | (122,030) | (23,074) | |
| CONSOLIDATED PROFIT / (LOSS) FOR THE YEAR | 987,111 | 2,097,203 | 665,954 | |
| Profit / (loss) attributable to minority interests | - | - | - | |
| CONSOLIDATED PROFIT / (LOSS) ATTRIBUTABLE TO THE PARENT COMPANY |
987,111 | 2,097,203 | 665,954 | |
| Earnings per share: | ||||
| Basic | 0.25 | 0.52 | ||
| Diluted | 0.25 | 0.52 |
(in Euros)
| Notes | 30/06/2017 | 31/12/2016 | 31/12/2015 | |
|---|---|---|---|---|
| PROFIT / (LOSS) FOR THE PERIOD | 987,111 | 2,097,203 | 1,276,018 | |
| Income and expense directly recognized in equity: | - | - | - | |
| Translation differences | 23,383 | (68,484) | (112,537) | |
| Minorities Interests Grants, donations and bequests |
- | - | - | |
| Tax effect | - | - | - | |
| TOTAL INCOME AND EXPENSES DIRECTLY RECOGNIZED IN | ||||
| EQUITY | 23,383 | (68,484) | (112,537) | |
| Transfers to Profit and Loss Account: | - | - | - | |
| Valuation adjustments | ||||
| Grants, donations and bequests | ||||
| Tax effect | ||||
| TOTAL TRANSFERS TO PROFIT AND LOSS ACCOUNT | - | - | - | |
| TOTAL RECOGNIZED INCOME AND EXPENSE | 1,010,494 | 2,028,720 | 1,163,481 | |
| Attributable to the Parent Company | 1,010,494 | 2,028,720 | 1,163,481 | |
| Attributable to minority interests | - | - | - |
7
| Registered | Reserves and Profit/(Loss) |
(Parent Company |
Other equity | Translation | |||
|---|---|---|---|---|---|---|---|
| Capital | Share Premium | for the period | Shares) | instruments | differences | Total | |
| Balance at 01/01/2015 | 231,412 | 8,189,787 | 2,579,733 | (21,705) | - | 14,241 | 10,993,468 |
| Recognized income and expense | - | - | 1,276,018 | - | - | (112,537) | 1,163,481 |
| Other transactions | - | - | (150,729) | - | 69,540 | - | (81,189) |
| Transactions with Parent Company shares | - | - | - | (492,100) | - | - | (492,100) |
| Balance at 31/12/2015 | 231,412 | 8,189,787 | 3,705,022 | (513,805) | 69,540 | (98,296) | 11,583,660 |
| Balance at 01/01/2016 | 231,412 | 8,189,787 | 3,705,022 | (513,805) | 69,540 | (98,296) | 11,583,660 |
| Recognized income and expense | - | - | 2,097,203 | - | - | (68,484) | 2,028,720 |
| Other transactions | - | - | (39,435) | - | 953,160 | - | 913,725 |
| Balance at 31/12/2016 | 231,412 | 8,189,787 | 5,762,790 | (513,805) | 1,022,700 | (166,780) | 14,526,105 |
| Balance at 01/01/2017 | 231,412 | 8,189,787 | 5,762,790 | (513,805) | 1,022,700 | (166,780) | 14,526,105 |
| Recognized income and expense | - | - | 987,111 | - | - | 23,383 | 1,010,494 |
| Other transactions | - | - | 4,860 | - | - | - | 4,860 |
| Balance at 30/06/2017 | 231,412 | 8,189,787 | 6,754,761 | (513,805) | 1,022,700 | (143,396) | 15,541,458 |
8
| Note | 30/06/2017 | 31/12/2016 | 30/06/2016 | |
|---|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES (A) | 1,149,273 | 1,036,349 | (796,528) | |
| Profit / (Loss) before taxes | 1,163,066 | 2,100,098 | 718,079 | |
| Adjustments for: | ||||
| + Depreciation and amortization | 176,534 | 345,840 | 180,845 | |
| + / - Impairment losses | 258,321 | 530,221 | 223,275 | |
| + / - Grants taken to P&L | (5,692) | (110,449) | - | |
| - Finance income | (10,423) | (21,092) | (13,736) | |
| + Finance expense | 28,539 | 70,869 | 48,409 | |
| +/- Translation differences | (15,114) | 116,102 | 51,215 | |
| -Income tax expense | - | - | - | |
| +/- Other income and expenses | 4,201 | (276,134) | 9,435 | |
| Changes in operating assets and liabilities: | ||||
| Changes in receivables | (692,832) | (1,182,379) | (325,219) | |
| Changes in payables | 147,622 | (434,162) | (1,290,371) | |
| Changes in other current assets | 158,516 | 92,784 | (284,416) | |
| Changes in other current financial assets | 5,713 | 65,757 | 7,231 | |
| Changes in other current liabilities | 47,883 | (45,983) | 71,999 | |
| Other non-current assets | (45,963) | 139 | 3,393 | |
| + Collection of R&D monetization | - | 78,423 | 78,423 | |
| - Income tax paid | (121,017) | (253,450) | (253,450) | |
| Interest paid (-) | (21,458) | (57,097) | (34,638) | |
| Interest received (+) | 71,377 | 16,864 | 12,998 | |
| CASH FLOWS FROM INVESTING ACTIVITIES (B) | (2,246,659) | (241,281) | (5,726) | |
| Investments in intangible assets | (137,094) | (165,606) | (33,709) | |
| Investments in property, plant and equipment | (41,587) | (86,974) | (14,001) | |
| Investments in non-current financial assets | - | - | - | |
| Group companies and associates | (2,102,882) | - | - | |
| Other non-current assets | 4,860 | (39,435) | 41,984 | |
| Derecognition of property, plant and equipment | 30,045 | 50,734 | - | |
| CASH FLOWS FROM FINANCING ACTIVITIES (C) | 279,012 | 87,824 | 360,082 | |
| Changes in other non-current liabilities | (30,836) | (196,481) | (13,594) | |
| Changes in debt to other entities | 305,025 | 292,607 | 312,943 | |
| Transactions in equity instruments | - | - | 69,540 | |
| Changes in other current liabilities | 9,091 | - | (504) | |
| Grants awarded | (4,269) | (8,302) | (8,302) | |
| EFFECT OF FOREIGN EXCHANGE RATES FLUCTUATIONS (D) | 38,498 | (184,586) | (86,367) | |
| Net increase/decrease in cash and cash equivalents (E=A+B+C+D) | (779,876) | 698,306 | (528,539) | |
| Cash and cash equivalents at beginning of period (F) | 6,852,272 | 6,153,966 | 6,153,966 | |
| Cash and cash equivalents at end of period (G=E+F) | 6,072,395 | 6,852,272 | 5,625,427 |
| NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR | ||
|---|---|---|
| THE HALF-YEAR ENDED 30 JUNE 2017 |
12 | |
| NOTE 1. | GROUP COMPANIES, JOINTLY CONTROLLED ENTITIES AND | |
| ASSOCIATED COMPANIES |
12 | |
| NOTE 2. | BASIS FOR PRESENTATION OF THE INTERIM CONSOLIDATED | |
| FINANCIAL STATEMENTS | 15 | |
| NOTE 3. | EARNINGS / LOSS PER SHARE | 19 |
| NOTE 4. | SIGNIFICANT ACCOUNTING POLICIES |
20 |
| NOTE 5. | CONSOLIDATION GOODWILL | 332 |
| NOTE 6. | INVESTMENTS IN COMPANIES CONSOLIDATED USING THE EQUITY | |
| METHOD | 33 | |
| NOTE 7. | PROPERTY, PLANT AND EQUIPMENT | 34 |
| NOTE 8. | OTHER INTANGIBLE ASSETS |
35 |
| NOTE 9. | OPERATING LEASES | 35 |
| NOTE 10. | CURRENT AND NON-CURRENT FINANCIAL ASSETS |
36 |
| NOTE 11. | NON-CURRENT AND CURRENT LIABILITIES |
387 |
| NOTE 12. | INFORMATION ON THE NATURE AND LEVEL OF RISK FROM | |
| FINANCIAL INSTRUMENTS | 39 | |
| NOTE 13. | EQUITY |
44 |
| NOTE 14. | TRANSLATION DIFFERENCES | 47 |
| NOTE 15. | EQUITY INSTRUMENTS-BASED PAYMENT TRANSACTIONS. |
48 |
| NOTE 16. | DEFERRED INCOME | 50 |
| NOTE 17. | TAXATION |
51 |
| NOTE 18 | REVENUE AND EXPENSES |
56 |
| NOTE 19. | CONSOLIDATED PROFIT/(LOSS) | 59 |
| NOTE 20. | PROVISIONS AND CONTINGENCIES | 59 |
| NOTE 21. | ENVIRONMENTAL INFORMATION |
61 |
| NOTE 22. | EVENTS AFTER THE REPORTING PERIOD | 61 |
| NOTE 23. | COMPENSATION AND INTERESTS OF AND BALANCES WITH | |
| DIRECTORS OF THE PARENT COMPANY |
61 | |
| NOTE 24. | OTHER INFORMATION | 62 |
| NOTE 25. | SEGMENT REPORTING | 63 |
| NOTE 26. | RELATED PARTY TRANSACTIONS |
67 |
| NOTE 27. | BUSINESS COMBINATIONS | 67 |
11
Antevenio, S.A. (hereinafter the Parent Company) was incorporated as a private company on 20 November 1997, with the name "Interactive Network, SL"; subsequently, the Company converted into public and changed its name to "I Network Advertising, S.A." on 22 January 2001. On 7 April 2005, the General Meeting of Shareholders approved the change of the Company's name to its current one.
Its registered address is at C/ Marqués de Riscal, 11, planta 2ª, Madrid.
Antevenio Consolidated Financial Statements for 2016 were approved by the Annual General Meeting of the Parent Company, held on 28 June 2017, and filed before the Business Register of Madrid.
The presentation currency used in these Interim Consolidated Financial Statements is Euro. Unless otherwise stated, all figures are presented in Euros.
Its activity consists in those activities that, according to the existing provisions on advertising, are typical of general advertising agencies; accordingly the Company may execute all manner of acts, contracts and transactions and, in general, take all measures directly or indirectly conducive to, or deemed necessary or convenient for the accomplishment of the aforementioned corporate purpose. The activities comprised within its corporate purpose may be performed, entirely or partly, by the parent Company, either directly or indirectly through its interests in other companies with an identical or similar purpose.
Antevenio, S.A. shares are listed on the French alternative stock market Alternext.
The details of the subsidiaries included within the consolidation perimeter are as follows:
| Company | Percentage of Ownership 30.06.2016 |
Percentage of Ownership 31/12/2016 |
Percentage of Ownership 30/06/2017 |
Carrying Value |
|---|---|---|---|---|
| Mamvo Performance, S.L.U. | 100% | 100% | 100% | 1,577,382 |
| Marketing Manager Servicios de Marketing, S.L.U. | 100% | 100% | 100% | 199,932 |
| Antevenio S.R.L. | 100% | 100% | 100% | 5,027,487 |
| Antevenio ESP, S.L.U. (1) | 100% | 100% | 100% | 27,437 |
| Antevenio France S.R.L. | 100% | 100% | 100% | 2,000 |
| Código Barras Networks S.L.U (**) | 100% | 100% | 100% | 145,385 |
| Antevenio Argentina S.R.L. (*) | 100% | 100% | 100% | 341,447 |
| Antevenio México S.A de C.V | 100% | 100% | 100% | 1,908 |
| Antevenio Publicité, S.A.S.U. | 100% | 100% | 100% | 3,191,312 |
| Antevenio Rich & Reach, S.L.U. | 100% | 100% | 100% | 3,000 |
| React2Media, L.L.C. (2) | - | - | 51% | 4,040,797 |
Holdings in the capital of these subsidiaries are held by the Parent Company, except:
(*) Holding held by Mamvo Performance, S.L.U. and Antevenio ESP, S.L.U. (75% and 25% respectively).
Companies where the Company holds a majority of voting rights have been fully consolidated as subsidiaries. These companies have also fiscal years ending on 31 December each year.
There are no Subsidiaries excluded from consolidation.
In the first six months of 2017 no changes have occurred in the consolidation perimeter, except for the acquisition, dated 22 June 2017, of the U.S. company React2Media, L.L.C. (see Note 27).
| Company | Incorporation Year |
Registered Address | Corporate Purpose |
|---|---|---|---|
| Mamvo Performance, S.L.U. | 1996 | C/ Marqués de Riscal, 11 | Online advertising and direct marketing for the generation of useful contacts. |
| Marketing Manager Servicios de Marketing, S.L.U. |
2005 | C/ Marqués de Riscal, 11 | Advice to commercial communication related companies. |
| Antevenio S.R.L. | 2004 | Viale Abruzzi 13/A 20131 Milano | Advertising and Marketing on the Internet. |
| Antevenio ESP, S.L.U. | 2009 | C/ Marqués de Riscal, 11 | Advertising, online advertising and e commerce operation services through electronic means. |
| Antevenio France, S.R.L. | 2009 | 120, Av. du General LECLERC, 75014, Paris, France. |
Advertising and promotional services on the Internet, research, distribution and provision of services in the field of advertising and marketing on the Internet. |
| Código Barras Networks S.L. | 2010 | C) Valencia 264, 08007 Barcelona | Its corporate purpose is the marketing of advertising space in products' search engines, price comparators and contextual windows that the Company implements, manages and maintains on the Internet. |
| Antevenio Argentina S.R.L. | 2010 | Av. Presidente Figueroa Alcorta 3351, oficina 220, Buenos Aires, Argentina. |
Commercial brokerage, marketing and advertising services. |
| Antevenio México, S.A. de CV. | 2007 | Calle Galileo 20 403 Polanco Chapultepec Distrito Federal 11560 |
Other advertising services. |
| Antevenio Publicité, S.A.S.U. | 2008 | 32 Rue de Londres, 75009 Paris. | Advertising and promotional services on the Internet; research, distribution and provision of services in the field of advertising and marketing on the Internet. |
| Antevenio, Rich & Reach, S.L.U. | 2013 | C/ Marqués de Riscal, 11 | Internet services, especially in the field of online advertising. |
| React2Media, L.L.C. | 2008 | 35W 36th St New York | Online marketing services |
The main features of the subsidiaries are as follows:
The financial year of the subsidiaries begins on 1 January and ends on 31 December of each year.
Dated 14 October 2016, the company Europermission, S.L was dissolved wound up and terminated in compliance with the resolution passed by the Extraordinary and Universal General Meeting of Shareholders held on 26 June 2016. Accordingly, at 2016 year end the dissolved company was not included within the consolidation perimeter.
These Interim Consolidated Financial Statements have been prepared in a manner consistent with the provisions of the International Financial Reporting Standards, as adopted by the European Union in accordance with Regulation (CE) No. 1606/2002 of the European Parliament and the Council, effective as of 31 December 2016, taking into account all compulsory applicable accounting policies, standards and measurement criteria that have a significant impact.
Accounting policies and measurement principles applied by Directors in preparing these Interim Consolidated Financial Statements consolidated are summarized in Note 4. The Directors of the Parent Company are responsible for the information presented in these Interim Consolidated Financial Statements.
In compliance with IFRS, the Interim Consolidated Financial Statements comprise the following Consolidated Statements for the 6-month period ended 30 June 2017:
During 2016 and the six month period ended 30 June 2017 the following new and amended accounting standards have come into force; accordingly these standards have been taken into account in the preparation of these Consolidated Financial Statements:
a) Standards and interpretations approved by the European Union, applied for the first time in the Consolidated Annual Accounts of 2016.
The accounting policies used in the preparation of the Interim Consolidated Financial Statements are the same accounting policies that were applied in the 2016 Consolidated Financial Statements, which were applied for the first time in Financial Statements started as of 1 January 2016:
| Effective Date (financial years beginning on): |
||
|---|---|---|
| Improvements to IFRSs Cycle 2012- 2014 |
Annual Improvements to several standards Cycle 2012- 2014 (IFRS 5, IFRS 7, IAS 19, IAS 34) |
1 January 2016 |
| Amendments to IAS 1 |
Presentation of Financial Statements: Disclosures | 1 January 2016 |
| Amendments to IFRS 11 |
Joint Arrangements: Accounting for Acquisition of Interests in Joint Operations |
1 January 2016 |
| Amendments to IAS 16 and IAS 38 |
Clarification on the Depreciation and Amortization Methods Accepted |
1 January 2016 |
| Amendments to IAS 16 and IAS 41 |
Biological Assets | 1 January 2016 |
| Amendments to IFRS 10, IFRS 12 and IAS 28 |
Investment Entities: Applying the Consolidation Exception |
1 January 2016 |
| Amendments to IAS 27 |
Equity Method in Separate Financial Statements |
1 January 2016 |
Application of the above mentioned amendments and improvements has had no significant impact on the Interim Consolidated Financial Statements of 2016 and 2017.
| Effective Date (financial years beginning on): |
||
|---|---|---|
| Amendments to IAS 7 |
Statement of Cash Flows: Disclosure Initiative | 1 January 2017 |
| Amendments to IAS 12 |
Recognition of Deferred Tax Assets for Unrealized Losses. | 1 January 2017 |
| IFRS 16 | Leases | 1 January 2019 |
| IFRS 15 | Revenue from Contracts with Customers | 1 January 2018 |
| IFRS 9 | Financial instruments | 1 January 2018 |
| Improvements to IFRSs Cycle 2014-2016 |
Annual Improvements to several standards | 1 January 2018 |
| Amendments to IFRS 4 |
Applying IFRS 9 Financial Instruments with IFRS 4 Insurance Contracts |
1 January 2018 |
| Amendments to IFRS 2 |
Classification and Measurement of Share-based Payment Transactions |
1 January 2018 |
| Amendments to IAS 40 |
Transfers of Investment Property | 1 January 2018 |
| Amendments to IFRS 15 |
Clarifications | 1 January 2018 |
| IFRS 17 | Insurance Contracts | 1 January 2021 |
| IFRIC 23 | Uncertainty over Income Tax Treatments | 1 January 2019 |
| IFRIC 22 | Foreign Currency Transactions and Advance Consideration | 1 January 2018 |
a) Other standards, amendments and interpretations issued by the IASB pending approval by the European Union:
17
None of these Standards has been earlier applied by the Group. The directors have assessed the potential impact of the future application of these standards and consider their coming into force will not have a significant effect on the Interim Consolidated Financial Statements.
The accompanying Interim Consolidated Financial Statements for the half-year ended 30 June 2017 have been prepared from the accounting records of the companies included in the Group and are presented in accordance with the provisions of the International Financial Reporting Standards and the applicable Spanish accounting legislation, in order to show a true and fair view of the equity, financial position, results, changes in equity and cash flows of the Group occurred during the half-year ended 30 June 2017.
In the preparation of the accompanying Interim Consolidated Financial Statements according to IFRS, the Directors of the Parent Company have used accounting estimates and assumptions to measure certain of the assets, liabilities, income, expenses and commitments obligations therein disclosed. Accounting estimates and assumptions having a more significant impact on these Interim Consolidated Financial Statements have been separately addressed in different sections of this document:
These estimates were made based on the best information available at the date of preparation of these Interim Consolidated Financial Statements, on past experience and on other various factors that were then considered material. However, the actual final results may differ from those estimates. Any future event not known at the date of preparation of these estimates could result in changes (upwards or downwards), which would, when appropriate, applied prospectively.
For the classification of the current items, a maximum period of one year from the date of the accompanying Interim Consolidated Financial Statements has been applied.
The Interim Consolidated Financial Statements for the half-year ended 30 June 2017 include, for comparison purposes, the figures for 2016 included in the Consolidated Financial Statements for 2016 approved by the Company's General Meeting of Shareholders, held on 28 June 2017, and the figures for the first half-year of 2016 that have also been prepared in accordance with the provisions of the International Financial Reporting Standards, as adopted by the European Union. Accordingly, the accounts from prior periods are comparable and homogeneous; the accounts for the year ended 31 December 2016 are not comparable as they refer to a 12-month period.
Basic earnings/loss per share is calculated by dividing the consolidated profit/loss attributable to the Parent Company by the weighted average number of shares outstanding during the financial year, excluding the average number of treasury shares held during the period.
Diluted earnings/loss per share is calculated similarly to the basic profit/loss per share, but the weighted average number of shares outstanding is increased with stock options, warrants and convertible bonds.
Calculation of earnings/loss per share is shown below:
| 30/06/2016 | 31/12/2016 | 30/06/2017 | |
|---|---|---|---|
| Net profit/(loss) for the year Weighted average number of outstanding shares |
665,954 4,009,147 |
2,097,203 4,009,147 |
987,111 4,009,147 |
| Basic earnings per weighted average number of shares |
0.17 | 0.52 | 0.25 |
During the presented periods, the Group did not execute any transaction causing dilution; accordingly, basic earnings/loss per share matches diluted earnings/loss per share.
The Annual General Meeting held on 28 June 2017 approved the following distribution of 2016 profit of the Parent Company:
| Basis of distribution | |
|---|---|
| Profit and loss (loss) | (11,009) |
| Total | (11,009) |
| Application | |
| Prior period's losses | (11,009) |
| Total | (11,009) |
The main accounting policies applied by the Group in the preparation of the Interim Consolidated Financial Statements for the half-year ended 30 June 2017 were as follows:
These Interim Consolidated Financial Statements include the Parent Company and all the subsidiaries over which the Group has control. Subsidiaries are those companies over which the Parent Company or any of its subsidiaries have control. Control is established by:
Subsidiaries are consolidated even if acquired for disposal.
Any balances, transactions, and gains and losses realized between Group companies included within the Group's continuing operations are subsequently eliminated in the consolidation process. Transactions between continuing and discontinuing operations expected to continue after disposal are not eliminated from continuing operations in order to present continuing operations consistently with the commercial operations they carry out.
Associates, companies over which the Group has a significant influence but over which it has no control, and jointly-controlled entities ("joint ventures"), where companies are entitled to the joint arrangement's net assets, have been consolidated using the equity method, except when these investments are eligible to be classified as held-for-sale. Any gains or losses resulting from transactions between Group companies and associates or jointly-controlled entities have been eliminated in proportion to the Group's interests in those companies. When the Group's share in the losses of a company consolidated using
the equity method exceeds the amount of the Group investment, the Group recognizes a provision for its share of losses in excess of the investment. The value of the investment in any investee consolidated using the equity method is equal to the carrying amount of the equity investment and any other non-current interest that form an essential part of the net investment in the investee.
When control over a subsidiary is lost as a result of a transaction, event or any other circumstance, the Group derecognizes all the assets, liabilities and non-controlling interests at their carrying amount and recognizes the fair value of consideration received. Retained interests in the former subsidiary are recognized at fair value as at the date when control over it was lost. Any resulting difference is recognized as a gain or loss under "Other Income (Expense)" in the Statement of Comprehensive Income.
The financial statements of subsidiaries, associates and jointly-controlled entities are referred to the financial year ended on the same date of the Company's separate financial statements, and have been prepared applying consistent accounting policies (EU-IFRS).
The different line items in the separate financial statements of each Group company have been subject to the appropriate measurement uniformity by adapting the criteria used to those used by the Parent Company (Antevenio, S.A.) for its own financial statements, provided they involve a significant effect.
No unification of timing is required as all the companies included in the attached Interim Consolidated Financial Statements have their half-year end date on 30 June 2017.
The first consolidation difference was calculated as the difference between the carrying amount of the investment in the subsidiaries and the value of the proportional share of the investees' consolidated equity on the date of first consolidation.
In the case of a positive consolidation difference, corresponding to the excess of the cost of the investment and the attributable carrying amount of the investee at the date of joining the Group, the difference is allocated directly, to the extent possible, to assets of the subsidiary without exceeding the market value thereof. When the difference cannot be allocated to assets, it is considered as consolidation goodwill that shall be annually subject to the relevant impairment test (see Note 4 h).
Negative consolidation differences are recognized in the Consolidated Profit and Loss Account, and relate to the negative difference between the carrying amount of the parent Company's direct investment in the capital of the subsidiary and the value of the proportional share in the investee's equity attributable to the investment on the date of initial consolidation.
In the Consolidated Statement of Financial Position and in the Consolidated Profit and Loss Account, items relating to consolidated companies whose functional currency is not the Euro have been translated to Euro using the following criteria:
The differences resulting from the application of different exchange rates, in accordance with criteria above, are recognized under the "Translation Differences" in the Consolidated Statement of Financial Position.
As prior step to preparation of the Interim Consolidated Financial Statements, the Directors have proceeded to eliminate all balances and transactions between Group companies, as well as any gains or losses obtained or incurred in by such companies as a result of the aforementioned transactions.
In general, intangible assets are always recognized when they comply with the identifiability criterion and are initially measured at their acquisition or production cost, less accumulated amortization and, where appropriate, impairment losses. In particular, the following criteria are applicable:
Industrial property relates to capitalized development costs for which the relevant patents, etc. have been obtained, and includes the costs of registration and formalization of industrial property and those of acquisition of the rights from third parties. Industrial property is amortized on a straight-line basis throughout its useful life, at an annual rate of 20%.
The licenses for computer software acquired from third parties or internally developed computer software are recognized as intangible assets on the basis of the costs incurred in acquiring or developing them, and preparing them for use.
Computer software is amortized on a straight-line basis throughout its useful life, at an annual rate of 25%.
Any maintenance costs relating to computer applications incurred into during the year are recognized in the Consolidated Profit and Loss Account.
Property, plant and equipment is recognized at acquisition or production cost and less any accumulated depreciation and, where appropriate, impairment losses.
Indirect taxes on property, plant and equipment are included in the acquisition price or production cost only when they are not directly recoverable from Tax Authorities.
The costs of expansion, modernization or improvements leading to increased productivity, capacity or efficiency, or to an extension of the useful lives of the assets are recognized as an increased cost thereof. Upkeep and maintenance expenses are charged to the Consolidated Profit and Loss Account for the relevant year.
The Group depreciates property, plant and equipment on a straight-line basis. The useful life and depreciation rates applied are as follows:
| Annual Percentage | Estimated Years of Useful Life |
|
|---|---|---|
| Other installations | 20 | 5 |
| Furniture | 10 | 10 |
| Computer Hardware | 18 | 5.71 |
| Motor vehicles | 25 | 4 |
| Machinery | 20 | 5 |
| Other property, plant and equipment | 20-10 | 5-10 |
Investments made by the Group in leased premises, which are not separable from the leased asset, are amortized over their useful life which corresponds to the lesser of the duration of the lease, including renewal period when there is evidence to support that it will occur, and the economic life of the asset.
An impairment loss in the value of intangible assets or property, plant and equipment occurs when their carrying amount exceed their recoverable value, the latest understood as the higher of its fair value less costs to sell and its value in use. For the calculation of the recoverable value of property, plant and equipment and intangible assets, the value in use is the criterion used by the Group.
To these purposes, at least at year end, the Group assesses, using the so-called "impairment
test", whether there is evidence that any intangible assets or property, plant and equipment with indefinite useful life, or, where applicable, any cash-generating unit may be impaired; if so the Company proceeds to estimate the recoverable amount thereof applying the corresponding value adjustments. A cash-generating unit (CGU) is the smallest identifiable group of assets that generates cash flows that are largely independent of those derived from other assets or groups of assets.
The impairment of property, plant and equipment is calculated individually. However, when the recoverable amount of each individual asset cannot be determined, the Company proceeds to establish the recoverable amount of the cash-generating unit to which the relevant asset is associated.
The procedure implemented by the Group management for determining the impairment is as follows:
For estimating value in use, the Group management annually prepares a business plan by markets and activities for each cash-generating unit, these business plans typically extend over a five-year period. The main components of this plan are the projections of income and cash flows.
Other variables that influence the calculation of the recoverable amount are:
The projections are prepared based on past experience as well as the best available estimates, which are consistent with the information from external sources.
The three years strategic plan for the Group companies is approved by the Directors of the Parent Company.
At the close of the six-month period ended 30 June 2017, no circumstances have arisen that may imply changes to the assumptions used and conclusions reached by the Group at yearend 2016.
Should the company need to recognize an impairment loss for a cash-generating unit to which all or part of goodwill has been allocated, it shall first reduce the carrying amount of the goodwill associated with that unit. If impairment exceeds the amount of goodwill, the company shall then reduce the remaining assets in the cash-generating unit on a pro rata basis based on their carrying amounts. The carrying amount of each asset may not be reduced below the higher of its fair value less costs to sell, its value in use or zero. Impairment losses shall be recognized in the income statement as an expense.
When an impairment loss is subsequently reversed (a circumstance that is not permitted in the specific case of goodwill), the carrying amount of the relevant asset or cash-generating unit is increased to the revised estimate of its recoverable value, insofar as the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset or the cash-generating unit in prior years. A reversal of an impairment loss is recognized as income in the Consolidated Profit and Loss Account.
Financial leases are classified by the Group as transactions by which the lessor transfers substantially the risks and rewards incidental to ownership of the leased asset to the lessee, registering the rest as operational leases.
In the finance lease operations in which the Group acts as a lessor, the Group records an asset in the balance sheet according to the nature of the asset under contract and a liability in the same amount, which is the lower between the fair value of the leased good and the current value of the agreed minimum lease payments at the beginning of the lease, including the price of the purchase option. Finance leases do not include contingent rents, the cost of services and taxes that may be passed on by the lessor. The finance charge is recognized in the Consolidated Profit and Loss Account for the reporting period in which it is accrued, using the effective interest method. Contingent rents are expensed in the reporting period in which they are accrued.
Assets recorded for this type of operations are depreciated using similar criteria to those applied to tangible (or intangible) assets a whole, depending upon their nature.
Expenses arising from operating leases are recognized in the Consolidated Profit and Loss Account for the year when they accrue.
Similarly, the acquisition cost of the leased asset is presented in the balance sheet according to its nature, increased by the amount of the costs directly attributable to the contract, which are expensed in the period of the contract, applying the same criteria used for the recognition of lease income.
j.1 Financial Assets
Financial assets held by the Company are classified for measurement purposes in the following categories:
j.1.1) Loans and receivables
These correspond to loans for commercial or non-commercial transactions,
arising from the sale of goods, deliveries of cash or the provision of services with fixed or determinable payments that are not traded in an active market.
Loans and receivables are initially recognized at the fair value of the consideration given plus any directly attributable transaction costs. Loans and receivables are subsequently measured at amortized cost, and the interests accrued are recognized in the Income Statement using the effective interest rate method.
Nevertheless, trade receivables with a maturity not exceeding one year and not having a contractual interest rate are initially measured at their nominal value, provided that the effect of not discounting the cash flows is not material, in which case they will be subsequently measured at that amount unless they have been impaired.
Impairment losses shall be shall be measured as the difference between the carrying amount and the present value of estimated future cash flows, discounted at the effective interest rate calculated upon initial recognition. Impairments are recognized in the Consolidated Profit and Loss Account.
Financial assets are derecognized when the contractual rights to the cash flows from the financial asset expire or have been transferred, provided that substantially all the risks and rewards of ownership have been transferred. Conversely, financial assets are not derecognized and a financial liability is recognized for the amount of the consideration received, in transfers whereby the Company retains substantially all the risks and rewards of ownership such as discounted bills.
j.2 Financial Liabilities
A financial liability is recognized in the balance sheet when the Group becomes a party to the contract or any agreement pursuant to the provisions thereof.
Debts and payables arising from the purchase of goods and services in the ordinary course of the business or non-trade receivables are initially measured at fair value of the consideration received, adjusted for directly attributable transaction costs. Nonetheless, trade payables falling due within one year for which there is no contractual interest rate are measured at their nominal amount, provided that the effect of not discounting the cash flows is immaterial.
Debts and payables are subsequently measured at amortized cost, using the effective interest rate method. Payables initially measured at the nominal amount, in accordance with the preceding paragraph, shall continue to be measured at that amount.
Financial liabilities are derecognized when the obligations have been extinguished.
j.3 Guarantees extended and received
Cash flows from extended guarantees are not discounted as the effect thereof is immaterial. Current guarantees extended and received are measured at the amount disbursed.
j.4 Own equity instruments (treasury shares)
Treasury shares of the Parent Company acquired by the Group are recognized at the value of the consideration paid, as a reduction in the value of Equity. The proceeds arising from the purchase, sale, issue or redemption of own equity instruments are recognized directly in Equity, and under no circumstances can they be recognized in the Consolidated Profit and Loss Account.
Line items included in the interim consolidated financial statements of each Group company are measured in their respective functional currencies. The Interim Consolidated Financial Statements are presented in Euro, which is the functional and presentation currency of the Parent Company.
The companies included in the Group recognize in their individual financial statements:
Any gains and losses from these line items are included in the Consolidated Profit and Loss Account.
Group companies with registered address in Spain paid in 2016 taxes under the Special Consolidated Tax Regime within the Group led by the Parent Company.
From 1 January 2017, Antevenio Group companies with registered address in Spain are included, for taxation purposes, ISP Group tax group.
Income tax expense for the year is calculated as the sum of current tax resulting from applying the corresponding tax rate to the taxable base for the year, net of any deductions and tax reliefs, and net of any changes registered during the year in deferred tax assets and
liabilities. Income Tax is recognized in the Consolidated Profit and Loss Account, except when it relates to transactions directly recognized in Equity, in which case the related tax is also recognized in Equity.
Deferred taxes are recognized for any temporary differences existing at the date of the Consolidated Statement of Financial Position between the tax bases of assets and liabilities and their carrying amounts. The tax base of an asset, liability or equity instrument is the amount attributed to that item for tax purposes. The tax effect of temporary differences is included under the appropriate headings of "Deferred tax assets" and "Deferred tax liabilities" in the Consolidated Statement of Financial Position.
The Group recognizes a deferred tax liability for all taxable temporary differences, except, where appropriate, for the exceptions provided in the existing regulations.
The Group recognizes deferred tax assets for all deductible temporary differences to the extent that it is probable that the Company will have future taxable profits that allow the recovery of these assets, except, where appropriate, for the exceptions provided in the existing regulations.
At each balance sheet date, the Group assesses any recognized deferred tax assets and any previously unrecognized deferred tax assets. On the basis of this assessment, the Company proceeds to derecognize previously recognized deferred tax asset when recovery is no longer probable, or proceeds to recognize a previously unrecognized deferred tax asset if it is probable that the Company will have future taxable profits to enable its application.
Assets and deferred tax liabilities are measured at the rates expected to prevail upon their reversal, based on tax legislation in force and in accordance with the manner in which the assets are reasonably expected to be recovered or and liabilities settled.
Deferred tax assets and liabilities are not discounted and classified as non-current assets and liabilities, regardless of the date of realization or settlement.
Antevenio Group specializes in performance and brand marketing. In order to become more responsive to the continuously changing on-line marketing industry, the Antevenio Group develops and markets its own technological solutions.
Revenues and expenses are recognized on an accrual basis, i.e. when the actual flow of goods and services they represent occurs, regardless of when the resulting monetary or financial flow takes place.
Revenue from services is recognized when the outcome of the transaction can be estimated reliably, taking into account the stage of completion of the transaction at the balance sheet
date. Revenue from the rendering of services shall only be recognized when all the following conditions have been satisfied:
The Group reviews and, if necessary, revises the estimates of revenue as the service is being performed.
When the outcome of the transaction involving the rendering of services cannot be estimated reliably, revenue shall be recognized only to the extent of the expenses recognized that are recoverable.
The directors of the Parent Company, in the preparation of the Interim Consolidated Financial Statements, distinguish between:
The Interim Consolidated Financial Statements include all the provisions for which the probability of having to meet the obligation is estimated as greater than the opposite alternative, and they are measured at the present value of the best possible estimate of the amount required to settle or transfer the obligation to a third party. Contingent liabilities are not recognized in the interim consolidated financial statements but are disclosed in the notes.
Provisions are measured on the balance sheet date at the present value of the best estimate of the amount required to settle or transfer the obligation to a third party; any adjustments made to update these provisions shall be recognized as a financial expense as it accrues.
Provisions expiring within one year shall not be discounted where the financial effect is not material.
Reimbursements receivable from a third party on settlement of the obligation shall not reduce the amount of debt; the company shall nonetheless recognize the related receivable as an asset, provided that there is no doubt as to its collection.
Non-refundable capital grants, as well as donations and bequests, are measured at the fair value of the amount awarded or the item received. Non-refundable capital grants, donations and bequest are initially accounted for as liabilities under "Deferred income" in the Consolidated Statement of Financial Position and recognized in the Consolidated Profit and Loss Account proportionally to the depreciation of the assets financed by these grants, except in the case of non-depreciable assets that shall be recognized as income the year when their disposal or derecognition occurs.
Refundable grants are accounted for as either current or non-current liabilities (considering the term of repayment) convertible into grants until they meet the criteria for classification as non-refundable.
Operating grants are accounted for as income on an accrual basis.
Because of its activity, the Group has no significant assets of property, plant and equipment, intended to minimize environmental impact and, protecting and improving the environment and, has not received grants nor incurred in expenses during the year whose purpose is to protect and improve the environment. Furthermore, the Group has not made provisions for risks and expenses related to environmental actions, considering that there are no contingencies related to the protection and improvement of the environment.
Transactions between related parties, irrespective of the type of relationship, are accounted for in accordance with the general standards. Therefore, as a general rule, items involved in a transaction will be initially measured at fair value. If the agreed transaction price were not the fair value, the difference shall be recognized based on the economic reality of the transaction. Subsequent measurement is performed in accordance with the applicable standards.
The goods or services received in these operations are recorded as assets or as expenses depending upon their nature, at the moment they are obtained, and the corresponding increase in equity, if the transaction is paid off with equity instruments or the corresponding
liability, if the transaction is paid off with the amount based on the value of the same.
The transactions with employees settled with equity instruments, both services rendered as well as the increase in equity to be recognized are assessed according to the fair value of the granted equity instruments, referring to the date of approval of the granting.
The Company operates a remuneration plan for its Management consisting in the delivery of share options in Antevenio.
These plans are initially measured at fair value at grant date, applying a generally accepted financial calculation method that takes into account, inter alia, the option exercise price, the volatility, the time frame for exercising the options, the expected dividends and the riskfree interest rate.
Options are recognized as a personnel expense in the Profit and Loss Account as vested over the period defined as the minimum required time in the Company's employ for the exercise of the option, except for options granted in 2016 that have been entirely recognized at the initial date, in accordance with principle of prudence, as a personnel expense and an offsetting entry is simultaneously recognized directly in equity without reassessing the initial measurement thereof. Since the offsetting entry is an increase in own funds ("Other equity instruments"), there is no impact whatsoever on the Equity of Antevenio SA and its subsidiaries. However, at each closing date the Company reassess its initial estimates on the number of options expected to become exercisable and, where appropriate, recognizes the impact of this reassessment in the Profit and Loss Account and makes the relevant adjustment in equity.
The Consolidated Statement of Cash Flows has been prepared using the indirect method, and uses the following expressions with the meaning specified:
At the acquisition date, identifiable assets acquired and liabilities assumed are measured at fair value, provided this can be measured reliably, subject to the following exceptions:
At acquisition date, the excess of the cost of the business combination over the value of the identifiable assets acquired less the liabilities assumed is recognized as goodwill.
When the value of the identifiable assets acquired less liabilities assumed exceeds the cost of the business combination, the excess is accounted for as income in the Profit and Loss Account. Prior to recognizing the aforementioned income, the Company reassesses whether it has correctly identified and measured the identifiable assets acquired and the liabilities assumed, as well as the cost of the combination.
Given that at the close of the reporting period the measurement process required for application of the acquisition method could not be completed, provisional values have been used in the preparation of the Interim Consolidated Financial Statements.
Subsequently, any liabilities and equity instruments issued as cost of the relevant business combination and any identifiable assets acquired and liabilities assumed will be accounted for in accordance with the relevant recognition and measurement standards applicable to the nature of the transaction or to the nature of the relevant asset or liability.
The detail of this item, broken down by company according to the above mentioned criteria, is as follows:
| 30/06/2016 | 31/12/2016 | 30/06/2017 | |
|---|---|---|---|
| Marketing Manager Servicios de Marketing, S.L. | 276,461 | 276,461 | 276,461 |
| Antevenio S.R.L. | 3,686,847 | 3,686,847 | 3,686,847 |
| Antevenio ESP, S.L.U. | 81,027 | 81,027 | 81,027 |
| Antevenio Publicite S.A.R.L. | 2,269,585 | 2,269,585 | 2,269,585 |
| React2Media, L.L.C. (see Note 27) | - | - | 3,874,354 |
| Total Cost | 6,313,920 | 6,313,920 | 10,188,274 |
Dated 14 October 2016, the company Europermission, S.L was dissolved wound up and terminated in compliance with the resolution passed by the Extraordinary and Universal General Meeting of Shareholders held on 26 June 2016; accordingly the Europermission, S.L. left the consolidation perimeter.
In the first six months of 2017 and in 2016, the balances and movements of gross values, accumulated depreciation and impairment are as follows:
| 30/06/2016 | Recognition/Derecognition | 31/12/2016 | Recognition | Derecognition | 30/06/2017 | |
|---|---|---|---|---|---|---|
| Cost: | ||||||
| Technical installations, machinery, tools, furniture and other items of PPE |
1,110,571 | 39,943 | 1,150,514 | 100,300 | (217,250) | 1,033,563 |
| 1,110,571 | 39,943 | 1,150,514 | 100,300 | (217,250) | 1,033,563 | |
| Accumulated Depreciation: | ||||||
| Technical installations, machinery, tools, furniture and other items of PPE |
(872,698) | (19,375) | (892,073) | (97,981) | 214,389 | (775,665) |
| (872,698) | (19,375) | (892,073) | (97,981) | 214,389 | (775,665) | |
| Impairment | ||||||
| Technical installations, machinery, tools, furniture and other items of PPE |
(10,725) | 4,145 | (6,580) | - | - | (6,580) |
| (10,725) | 4,145 | (6,580) | - | - | (6,580) | |
| Net property, plant and equipment | 227,150 | 24,712 | 251,861 | 2,319 | (2,862) | 251,319 |
The gross value of fully depreciated items in use is as follows:
| 30/06/2016 31/12/2016 |
30/06/2017 | ||
|---|---|---|---|
| Technical installations, machinery, tools, furniture and other items of PPE |
533,918 | 620,247 | 426,530 |
| 533,918 | 620,247 | 426,967 |
The Group's entire property, plant and equipment is allocated to operations, appropriately insured and not subject to any encumbrance whatsoever.
The net book value of tangible fixed assets outside Spanish territory amounts to 109,501 Euros at 30 June 2017 (121,308 Euros at 31 December 2016; 107,798 Euros at 30 June 2016).
Between 30 June 2017 and 30 June 2016 there were no firm purchase commitments for the acquisition of items of property, plant and equipment.
The policy of the Company consists in taking out insurance policies to cover the possible risks to which the various elements of its property, plant and equipment are subject. At 30 June
2017 and 2016 and at 31 December 2016, the assets of the Company were insured with an insurance policy. The Company's directors consider that this insurance policy sufficiently covers any risks associated to its property, plant and equipment.
In the first six months of 2017 and in 2016, the balances and movements of gross values, accumulated amortization and impairment are as follows:
| 30/06/2016 | Recognition/Derecogniti on |
31/12/2016 | Recognition | Derecognitio n |
30/06/2017 | |
|---|---|---|---|---|---|---|
| Cost: | ||||||
| Development | - | - | - | 53,378 | - | 53,378 |
| Industrial property | 99,769 | - | 99,769 | - | (11,402) | 88,367 |
| Computer software | 3,751,039 | 112,160 | 3,867,370 | 82,846 | (48,135) | 3,902,081 |
| 3,850,808 | 112,160 | 3,967,139 | 136,224 | (59,537) | 4,043,826 | |
| Accumulated Amortization: | ||||||
| Development | - | - | - | (2,066) | - | (2,066) |
| Industrial property | (99,769) | - | (99,769) | - | 11,402 | (88,367) |
| Computer software | (2,676,322) | (232,127) | (2,912,621) | (165,119) | 18,849 | (3,058,890) |
| (2,776,091) | (232,127) | (3,012,390) | (167,184) | 30,251 | (3,149,323) | |
| Impairment | ||||||
| Computer software | (402,995) | 141,438 | (261,557) | - | - | (261,557) |
| (402,995) | 141,438 | (261,558) | - | - | (261,557) | |
| Net intangible assets | 671,721 | 693,191 | 632,946 |
At 30 June 2017, the net book value of intangible assets located outside Spain amounts to 258,598 Euros (215,372 Euros at 31 December 2016; 156,943 Euros at 30 June 2016).
The gross value of fully depreciated items in use is as follows:
| 30/06/2016 | 31/12/2016 | 30/06/2017 | |
|---|---|---|---|
| Industrial property | 99,769 | 99,769 | 88,367 |
| Computer software | 2,646,828 | 2,728,005 | 2,697,777 |
| 2,746,597 | 2,827,774 | 2,786,143 |
In 2017 first half-year and 2016 first half-year the expense for operating leases amounted, respectively, to 277,647 Euro and 256,244 Euro (see Note 18 d).
There are no commitments for future minimum payments under non-cancellable operating
leases.
The main leases relate to offices located at Marqués de Riscal 11, Madrid, and to a lesser extent to offices leased in Italy, France and Mexico.
The break-down of non-current financial assets is as follows:
| Receivables and other 30/06/2016 31/12/2016 |
Total 30/06/2017 30/06/2016 31/12/2016 |
30/06/2017 | |||||
|---|---|---|---|---|---|---|---|
| Loans and receivables (Note 10.2) | 72,153 | 75,407 | 121,370 | 72,153 | 75,407 | 121,370 | |
| Total | 72,153 | 75,407 | 121,370 | 72,153 | 75,407 | 121,370 |
The break-down of current financial assets is as follows:
| Receivables and other | ||||||
|---|---|---|---|---|---|---|
| 30/06/2016 | 31/12/2016 | 30/06/2017 | 30/06/2016 | 31/12/2016 | 30/06/2017 | |
| Cash and cash equivalents (Note 10.1) | 5,625,427 | 6,852,272 | 6,072,395 | 5,625,427 | 6,852,272 | 6,072,395 |
| Loans and receivables (Note 10.2) | 7,615,534 | 8,046,790 | 8,475,588 | 7,615,534 | 8,046,790 | 8,475,588 |
| Total | 13,240,961 | 14,899,062 | 14,547,984 | 13,240,961 | 14,899,062 | 14,547,984 |
This heading includes the fully liquid part of the Group´s assets and consists in the balances of cash in Treasury and with banks, as well as short-term bank deposits with an original maturity shorter than or equal to three months. These balances are freely available and are not subject to risks of changes in value.
The break-down of "Cash and Cash equivalents" is as follows:
| 30/06/2016 | 31/12/2016 | 30/06/2017 | |
|---|---|---|---|
| Current accounts | 2,347,085 | 4,220,661 | 4,848,734 |
| Treasury | 2,013 | 1,706 | 1,211 |
| Highly liquid deposits (a) | 3,276,329 | 2,629,905 | 1,222,450 |
| Total | 5,625,427 | 6,852,272 | 6,072,395 |
(a) The above figures mainly relate to bank deposits with Bankinter, amounting to
200,000 Euros (1,113,500 Euros at 31 December 2016); with Bankia, amounting to 1,022,450 Euros (300,000 Euros at 31 December 2016), and with Banco Popular, amounting to 1,216,405 Euros at 31 December 2016. These deposits are available and payable on a day margin from cancellation.
In 2017 first half-year, interests accrued from bank deposits and bank accounts amounted to 2,159 Euros (13,736 Euros at 30 June 2016) (see Note 18 e).
At 30 June 2017, cash held by foreign companies amounted to 1,843,194 Euros (1,649,894 euros at 30 June 2016 and 1,847,018 Euros at 31 December 2016).
The breakdown, in euro, of this heading is as follows:
| 30/06/2017 | 31/12/2016 | 30/06/2016 | ||||
|---|---|---|---|---|---|---|
| Non-current | Current | Non-current | Current | Non-current | Current | |
| Trade receivables | ||||||
| Third-party receivables | - | 8,090,882 | - | 7,928,048 | - | 7,380,831 |
| Trade receivables from associates | - | 188,138 | - | - | - | 2,585 |
| Balances with associates | - | - | - | - | - | - |
| Total trade receivables | - | 8,279,019 | - | 7,928,048 | - | 7,383,416 |
| Non-trade receivables | ||||||
| Personnel | - | (20,059) | - | (33,999) | - | 1,642 |
| Guarantees and deposits | 91,379 | 48,000 | 45,416 | 48,000 | 42,162 | 48,350 |
| Other assets | 29,991 | 168,629 | 29,991 | 104,741 | 29,991 | 182,126 |
| Total non-trade receivables | 121,370 | 196,569 | 75,407 | 118,742 | 72,153 | 232,118 |
| Total | 121,370 | 8,475,588 | 75,407 | 8,046,790 | 72,153 | 7,615,534 |
The breakdown of the item "Receivables" is as follows:
| Description | 30/06/2016 | 31/12/2016 | 30/06/2017 |
|---|---|---|---|
| Trade receivables | |||
| Trade balances | 7,757,309 | 9,308,867 | 8,433,919 |
| Volume discounts granted and pending settlement |
(958,427) | (2,109,896) | (1,265,657) |
| Trade balances pending issue | 581,948 | 729,077 | 922,620 |
| Total | 7,380,831 | 7,928,048 | 8,090,882 |
Changes resulting from impairment losses arising from credit risk, broken down by financial assets, were as follows:
| Impairment | 30/06/2016 | Net changes | 31/12/2016 | Impairment loss |
Impairment reversal |
Applications | 30/06/2017 |
|---|---|---|---|---|---|---|---|
| Trade receivables | |||||||
| Trade receivables | (1,425,113) | (302,793) | (1,727,906) | (260,321) | 2,000 | 244,819 | (1,741,408) |
| Total | (1,012,025) | (302,793) | (1,727,906) | (260,321) | 2,000 | 244,819 | (1,741,408) |
The Group recognizes these changes in impairment losses under "Impairment losses on current assets" in the Consolidated Profit and Loss Account. During the first 6 months of 2017, the amounts of impairment losses for which allowances were made in the past have been applied and written-off against receivable balances amounting to 244,819 Euro.
The maturity of all of the different non-current financial assets is more than five years.
The breakdown of non-current liabilities, classified by category, is the following:
| 30/06/2016 | 31/12/2016 | 30/06/2017 | 30/06/2016 | 31/12/2016 | 30/06/2017 | |
|---|---|---|---|---|---|---|
| Debts and payables (Note 11.1) | 2,003,036 | 880,762 | 2,594,176 | 2,003,036 | 880,762 | 2,594,176 |
| Total | 2,003,036 | 880,762 | 2,594,176 | 2,003,036 | 880,762 | 2,594,176 |
| 30/06/2016 | 31/12/2016 | 30/06/2017 | 30/06/2016 | 31/12/2016 | 30/06/2017 | 30/06/2016 | 31/12/2016 | 30/06/2017 | |
|---|---|---|---|---|---|---|---|---|---|
| Debts and payables (Note 11.1.1) | 391,593 | 411,223 | 723,328 | 5,773,702 | 6,620,477 | 6,751,419 | 6,165,296 | 7,031,700 | 7,474,747 |
| Total | 391,593 | 411,223 | 723,328 | 5,773,702 | 6,620,477 | 6,751,419 | 6,165,296 | 7,031,700 | 7,474,747 |
The breakdown of current financial liabilities, classified by category, is the following:
The break-down of this item at 30 June 2017; 31 December 2016, and 30 June 2016 is as follows:
| Balance at 30/06/2017 | Balance at 31/12/2016 | Balance at 30/06/2016 | |||||
|---|---|---|---|---|---|---|---|
| Non-current | Current | Non-current | Current | Non-current | Current | ||
| Trade payables: | |||||||
| Suppliers | - | 4,137,799 | - | 4,800,718 | - | 4,695,233 | |
| Suppliers, associates | - | 89,421 | - | - | - | 14,967 | |
| Other trade payables | - | 1,770,398 | - | 833,332 | - | 444,090 | |
| Total trade payables | - | 5,997,617 | - | 5,634,049 | - | 5,154,290 | |
| Non-trade payables | |||||||
| Debts with financial institutions (3) | 41,629 | 329,483 | 41,629 | 82,772 | 32,215 | 20,587 | |
| Other debts (1) | 614,654 | 191,996 | 645,490 | 126,602 | 680,384 | 138,539 | |
| Debts with third parties (2) and (4) | 1,937,894 | 201,850 | - | 201,850 | 1,252,709 | 232,468 | |
| Loans and other payables | 2,594,176 | 723,328 | 687,119 | 411,223 | 1,965,308 | 391,593 | |
| Personnel (outstanding remunerations) | - | 770,481 | - | 986,428 | - | 619,412 | |
| Total non-trade payables | - | 770,481 | - | 986,428 | - | 619,412 | |
| Total Debts and payables | 2,594,176 | 7,491,427 | 687,119 | 7,031,700 | 1,965,308 | 6,165,296 |
At 31 December 2016, the amount under "Debts to third parties" relating to the above mentioned agreement amounted to 192,678 Euro, which are recognized under "Other current payables" in the Consolidated Statement of Financial Position (1,252,709 Euro as non-current payables and 234,754 Euro as current payables at 31 December 2015).
In prior years and based on its best estimates, the Company had recognized the entire liability relating to this payable.
In 2016, the conditions set forth in the agreement were not fulfilled for which provisions relating to the relevant payment obligations had been made. Accordingly, the estimated amount payable has been adjusted using financial criteria, resulting in the reversal of provisions amounting to 1,132,404 Euro, that has been recognized under "Other income / (loss)" in the 2016 Profit and Loss Account (see Note 18 h).
At 30 June 2017, the breakdown by maturity of non-current financial liabilities, with either fixed or determinable maturity, is as follows:
| 2018 | 2019 | 2020 | 2021 | 2022 | 2023 onwards | |
|---|---|---|---|---|---|---|
| Non-current payables | ||||||
| Debts with financial institutions | - | 41,629 | - | - | - | - |
| Other debts | 71,807 | 441,812 | 940,088 | 921,104 | 56,724 | 162,640 |
| Total | 71,807 | 483,441 | 940,088 | 921,104 | 56,724 | 162,640 |
At year-end 2016, the classification by maturity of the different non-current financial liabilities with fixed or determinable maturity is as follows:
| 2018 | 2019 | 2020 | 2021 | 2023 onwards | Total | |
|---|---|---|---|---|---|---|
| Non-current payables | ||||||
| Other debts | 81,608 | 112,300 | 118,396 | 54,727 | 513,731 | 880,762 |
| Total | 81,608 | 112,300 | 118,396 | 54,727 | 513,731 | 880,762 |
At 30 June 2016, the breakdown by maturity of non-current financial liabilities, with either fixed or determinable maturity, is as follows:
| 2017 | 2018 | 2019 | 2020 | 2021 | 2022 onwards | Total | |
|---|---|---|---|---|---|---|---|
| Non-current payables | |||||||
| Debts with financial institutions |
- | 32,215 | - | - | - | - | 32,215 |
| Other debts | 1,252,709 | 63,789 | 112,300 | 153,290 | 54,727 | 334,007 | 1,970,822 |
| Total | 1,252,709 | 96,004 | 112,300 | 153,290 | 54,727 | 334,007 | 2,003,037 |
The Group's activities are exposed to various types of financial risks, particularly to credit, liquidity and market risks (exchange rate, interest rate and other price risks).
As disclosed in Note 16 below, the subsidiary Código Barras Networks, S.L.U. was granted by Centro de Desarrollo Tecnológico Industrial (CDTI), a zero-interest loan as contribution to the development of the Research and Development project called "Extractor and automatic data classifier for virtual stores on the Web."
As disclosed in Note 16, the subsidiary Mamvo Performance, S.L. was granted a loan by Centro para el Desarrollo Tecnológico Industrial (CDTI) on a subsidised interest rate, as collaboration in the development of the Research and Development project called "New System of Personalised Digital Advertising through Machine Learning Techniques and through Advanced Algorithms for Data Processing."
The Group tries to finance foreign currency-denominated non-current assets in the same
currency in which the asset is denominated. This is particularly true in the case of acquisitions of companies with assets denominated in currencies other than the euro.
At 30 June 2017, net gains arising from foreign exchange differences amounted to 15,114 Euros (51,215 Euros in the first half-year of 2016).
The general situation of financial markets, especially the banking market, during recent months, has been particularly unfavourable for credit applicants. The Group permanently pays attention to the evolution of the different factors that can help to resolve liquidity crisis and, in particular, to the funding sources and their characteristics.
In particular, we can summarize the points which are our main focus of attention:
The Group has no significant concentration of credit risk, exposure being spread over a large number of counterparties and customers.
The Group's main financial assets are cash and cash equivalents, trade and other receivables, and investments which represent the Group's maximum exposure to credit risk in relation to financial assets.
The Group's credit risk is primarily attributable to its trade receivables. The Consolidated Statement of Financial Position includes the amounts, net of provisions for insolvencies, estimated by the Group's management based on prior years' experience and their assessment of the current economic scenario.
The Group has no significant concentration of credit risk, exposure being spread over a large number of counterparties and customers.
In an industry constantly evolving and offering high growth rates, new players have entered the markets where Antevenio operates. However, given the experience of over fifteen years in this market, the position and visibility of the Antevenio Group and the quality of our services,
Directors believe the Group will continue holding a leading position.
The risk of dependency on customers and suppliers is limited because none bears significant weight in the turnover.
Customers include media agencies that work in turn with many advertisers, which further dilutes the customer dependency risk.
With regard to technology providers, the risk is small because the services provided by these companies are offered by other actors competing with them and which could, therefore, provide Antevenio with similar services.
One of the Antevenio Group main assets is that the Group was able to gather a team of managers and key executives in strategic positions of the Group.
The Antevenio Group processes personal data in order to provide its customers with direct marketing services, in addition to the data processing required from every company: employees, suppliers, customers, etc.
Accordingly, the Company must comply with local regulations and, particularly in Europe, to regulations resulting from the enforcement of:
Processing of personal data in order to provide direct marketing services is not without risks, accordingly Antevenio has a contract with the company INT55 in order to exercise constant vigilance on the evolution of the law and its application by the Antevenio Group.
The breakdown of consolidated equity is as follows:
| 30/06/2016 | 31/12/2016 | 30/06/2017 | |
|---|---|---|---|
| Registered share capital of the Parent Company: | 231,412 | 231,412 | 231,412 |
| Reserves: | 11,936,793 | 11,855,374 | 13,957,437 |
| Of the Parent Company | 9,352,141 | 9,351,514 | 9,340,505 |
| From fully consolidated companies and from companies consolidated using the equity method |
2,584,652 | 2,503,860 | 4,616,932 |
| (Own shares) | (513,805) | (513,805) | (513,805) |
| Other equity instruments | 139,080 | 1,022,700 | 1,022,700 |
| Profit/(Loss) for the year attributable to the Parent Company | 665,954 | 2,097,203 | 987,111 |
| Translation differences | (133,448) | (166,780) | (143,396) |
| 12,325,987 | 14,526,105 | 15,541,458 |
At 30 June 2017; 31 December 2016, and 30 June 2016, the share capital of the parent company was represented by 4,207,495 shares of 0.055 Euro each, fully subscribed and paid up. These shares have equal voting and dividend rights.
The company Inversiones y Servicios Publicitarios, S.A. (ISP) holder at 31 December 2015 of a 18.68% interest in Antevenio S.A. share capital, represented by 785,905 nominal value shares of 0.055 euros each, purchased on 3 August 2016 the shares from the Company's founder and CEO, Mr. Joshua David Novick, who owned a 11.89% interest in the Company's share capital, represented by 500,271 nominal value shares of 0.055 euros each, at a price of 6 euros per share.
Subsequent to the above mentioned shareholding change, ISP has launched a voluntary public offer bid on the remaining Company's shareholders that was accepted by 1,360,806 shares, representing 32.34% of Antevenio S.A. share capital, at a purchase price of 6 euros each. The company Aliada Investment B.V. has thereafter transferred its shares in the Company to ISP; accordingly, ISP currently controls 83.09% of Antevenio SA share capital.
At 30 June 2017 and at 31 December 2016, direct and indirect shareholders of the Company were as follows:
| No. of Shares | % Ownership | |
|---|---|---|
| ISP Digital SLU | 3,496,008 | 83.09% |
| Free-float | 404,340 | 9.61% |
| Nextstage | 307,147 | 7.30% |
| Total | 4,207,495 | 100.00% |
At 30 June 2016, direct and indirect shareholders of the Company were as follows:
| No. of Shares | % Ownership | |
|---|---|---|
| Aliada Investment BV | 848,976 | 20.18% |
| Joshua David Novick | 500,271 | 11.89% |
| Inversiones y Servicios Publicitarios, S.A. | 785,905 | 18.68% |
| Nextstage | 648,375 | 15.41% |
| Other | 1,423,968 | 33.84% |
| Total | 4,207,495 | 100.00% |
The breakdown of reserves is as follows:
| 30/06/2016 | 31/12/2016 | 30/06/2017 | |
|---|---|---|---|
| Legal reserve | 46,282 | 46,282 | 46,282 |
| Voluntary reserves | 1,116,072 | 1,115,444 | 1,104,435 |
| Share premium | 8,189,787 | 8,189,787 | 8,189,787 |
| Total | 9,352,141 | 9,351,513 | 9,340,505 |
The legal reserve has restrictions of use, which is subject to several legal provisions. In accordance with the Corporations Law, commercial companies obtaining, under the said legal form, benefits are under the obligation of allocating 10% of benefits to the legal reserve, until the reserve reaches one fifth of the registered share capital. The legal reserve may only be used to offset losses; for capital increases, in the 10% portion exceeding the increased capital; and, for distribution to shareholders upon liquidation. At 30 June 2017; 31 December 2016, and 30 June 2016, the legal reserve is fully allocated.
The breakdown of these items is as follows:
| 30/06/2016 | 31/12/2016 | 30/06/2017 | |
|---|---|---|---|
| From fully consolidated companies | |||
| Mamvo Performance S.L.U. | 349,504 | 349,504 | 993,445 |
| Marketing Manager, S.L. | (363,869) | (363,869) | (819,219) |
| Antevenio Italia | 4,155,107 | 4,078,346 | 3,992,276 |
| Antevenio ESP, S.L.U. | 806,357 | 806,357 | 2,367,356 |
| Codigo Barras Networks, S.L. | (762,845) | (762,845) | (618,182) |
| Antevenio Argentina S.R.L. | (840,946) | (840,946) | (972,682) |
| Antevenio France, S.R.L. | (713,015) | (713,015) | (718,003) |
| Antevenio México | (9,860) | (14,986) | 402,641 |
| Antevenio Publicité S.A.S.U | (160,147) | (160,147) | 181,839 |
| Antevenio Rich & Reach, S.L.U. | 125,462 | 125,462 | (192,540) |
| React2Media, L.L.C. (See Note 27) | - | - | - |
| Total reserves from fully consolidated companies | 2,585,747 | 2,503,860 | 4,616,932 |
| From companies consolidated using the equity method | |||
| Europermission SL | (1,095) | - | - |
| Total reserves from companies consolidates using the equity | |||
| method | (1,095) | - | - |
| Total | 2,584,652 | 2,503,860 | 4,616,932 |
The Corporations Law expressly permits the use of the share premium balance for capital increases and does not establish any specific restriction as to the availability of that balance.
These are unrestricted reserves generated by the Parent Company as a result of prior years' income not distributed.
The Extraordinary General Meeting of Shareholders of the Parent Company authorized on 25 June 2014 the acquisition of up to 10% of the Company's share capital in at a minimum price of 1 Euro per share and a maximum price of 15 Euro per share; the authorization was granted for a period of 18 months as from the date of the resolution.
On 29 January 2015, the Parent Company purchased 190,000 own shares at a unit price of 2.59 Euros.
At 30 June 2017 and at 31 December 2016, the Parent Company held 198,348 shares representing 4.7% of share capital. At 30 June 2017 and at 31 December 2016 these treasury shares amounted to 513,805 Euros.
In 2016 and 2017 the Parent Company did not execute any transaction with treasury shares. The breakdown of changes between 30 June 2016 and 30 June 2017 is as follows:
| Balance at 06/30/2016 | Balance at 31/12/2016 | Balance at 30/06/2017 | |||||
|---|---|---|---|---|---|---|---|
| Company | No. of Shares | Cost | No. of Shares | Cost | No. of Shares | Cost | |
| Antevenio S.A. |
198,348 | 513,805 | 198,348 | 513,805 | 198,348 | 513,805 | |
| 198,348 | 513,805 | 198,348 | 513,805 | 198,348 | 513,805 |
The Group's objective regarding capital management is to maintain an optimal financial structure that reduces the capital cost while ensuring the ability to continue to manage its operations, always with the objective of growth and creation of value. This Group's objective is not officially defined nor have parameters thereto been set by the Board of Directors.
The main sources used by the Group to finance its growth are:
The capital structure is controlled by the leverage ratio, calculated as net financial debt to equity. The Group mainly has debt with financial entities due to finance leases in 2017 in the amount of 49,243 Euros (61,853 Euros in 2016).
Changes in the balance of this item between 30 June 2016 and 30 June 2017 were as follows:
| 30/06/2016 | 31/12/2016 | 30/06/2017 | |
|---|---|---|---|
| Opening balance | 14,241 | (98,296) | (166,780) |
| Net change during the reporting period | (112,537) | (68,484) | 23,384 |
| Closing balance | (98,296) | (166,780) | (143,396) |
Translation differences are generated by companies with registered address abroad and functional currency other than the Euro. Specifically, these currencies are the Argentinean peso and the Mexican peso.
On 25 June 2015 the Annual General Meeting of the Parent Company approved a remuneration plan consisting in remuneration system, options on shares, linked to the value of the Company's shares, for certain Executive Directors and Managers and Employees of the Parent Company.
The following terms were approved:
Additionally, the AGM delegated to the Board of Directors of the Parent Company the development, settlement, clarification and interpretation of the terms of the remuneration plan. The Plan was approved by the Board of Directors on 16 December 2015.
Changes in existing options were as follows:
| 30/06/2016 | 31/12/2016 | 30/06/2017 | ||||
|---|---|---|---|---|---|---|
| Number | Weighted average price |
Number | Weighted average price |
Number | Weighted average price |
|
| Granted options (+) | 190,000 | 2.59 | 190,000 | 2.59 | 190,000 | 2.59 |
| Options at the end of the year | 190,000 | 2.59 | 190,000 | 2.59 | 190,000 | 2.59 |
On 16 November 2016 the Annual General Meeting approved a remuneration plan (2016 Plan) consisting in remuneration system, linked to the value of the Company's shares, for certain Executive Directors and Managers and Employees of the Company.
The following terms were approved:
Additionally, the AGM delegated to the Board of Directors the development, settlement, clarification and interpretation of the terms of the remuneration plan. The plan was approved by the Board of Directors on 16 November 2016.
Changes in the above mentioned options were as follows:
| 31/12/2016 | 30/06/2017 | ||||
|---|---|---|---|---|---|
| Number | Weighted average price |
Number | Weighted average price |
||
| Granted options (+) | 125,000 | - | 125,000 | - | |
| Options at the end of the year | 125,000 | - | 125,000 | - |
At 31 December 2016, the value of 2015 Plan shares (278,160 Euros) has been recognized as a personnel expense in the Profit and Loss Account as vested over the period defined as the minimum required time in the Company's employ for the exercise of the option, and are also recognized with an offsetting entry in equity without reassessing the initial measurement thereof. The 2015 Plan contemplates launching a Public Takeover Bid on the Company's shares (see Note 13.1) among the requirements for the early exercise and accrual of the relevant options. Accordingly, the remaining amounts have been entirely recognized. At 31 December 2016, the effect thereof on the Company's equity amounted to 347,700 Euros (69,540 Euros at 31 December 2015) recognized under "Other equity instruments".
At 31 December 2016, the value of 2016 Plan shares (675,000 Euros) has been entirely recognized, in accordance with the principle of prudence, as a personnel expense during the reporting period where the agreement was entered into, irrespective of the minimum required stay in the Company. Since the offsetting entry is an increase in own funds ("Other equity instruments"), there is no impact whatsoever on the Equity of Antevenio SA and its subsidiaries.
The subsidiary Código Barras Networks, S.L.U. has obtained from Centro de Desarrollo Tecnológico Industrial (CDTI), a zero-interest loan as contribution to the development of the Research and Development project called "Extractor and automatic data classifier for virtual stores on the Web." Of the amount received, 15% was non-refundable and was therefore recognized as capital grants.
Regarding the zero-interest loans, an interest-rate subsidy was recognized as the difference between the amount received and the fair value of the debt, determined by the actual value of payments due discounted at market rate.
In 2013, the Company recognized the impairment of intangible assets associated with this zero-interest loan due to technological obsolescence, and adjusted accordingly the amounts pending to be taken to income from both from the capital grant and the interest-rate subsidy by recognizing an income under "Other income" in the Consolidated Profit and Loss Account.
During 2015, the company Mamvo Performance, S.L. was granted a loan from Centro para el Desarrollo Tecnológico Industrial (CDTI) on a subsidized interest rate as collaboration in the development of the Research and Development project called "New System of Personalized Digital Advertising through Machine Learning Techniques and Advanced Algorithms for Data Processing." for a total amount of 563,178 Euros, comprising a non-refundable tranche amounting to 99,379 Euros and a refundable tranche amounting to 463,768 Euros as subsidized interest rate loan. On 18 October 2016 the final installment of the granted loan was received.
Regarding the subsidised interest rate loan, it revealed an interest rate subsidy, the difference between the amount received and the fair value of the debt, determined by the actual value of payments payables discounted at market interest, having recorded in the Consolidated Balance of Financial Position the amount of 59,163 Euros.
In 2016, 99,379 Euros recognized under "Other income" in the Profit and Loss Account related to the non-refundable tranche of the grant awarded to Mamvo Performance, S.L., as the necessary expenses were completed for which the grant had been awarded.
The breakdown of the balances with Public Entities is as follows:
| 30/06/2017 | Receivables | Payables |
|---|---|---|
| Current: | ||
| Value Added Tax | 29,152 | (666,692) |
| Recoverable Taxes | 430,448 | - |
| Withholdings and payments on account of Income Tax | 1,490 | - |
| Assets arising from deductible temporary differences (*) | 879,751 | - |
| Tax loss carryforwards (*) | 479,476 | - |
| Deferred tax liabilities (*) | - | (202,419) |
| Withholdings for Personal Income Tax | - | (488,173) |
| Other payables to Public Entities | - | (5,973) |
| Income Tax | - | (120,970) |
| Social Security | - | (249,303) |
1,820,318 (1,733,530)
| 31/12/2016 | Receivables | Payables |
|---|---|---|
| Current: | ||
| Value Added Tax | 8,095 | (794,124) |
| Recoverable Taxes | 611,511 | - |
| Withholdings and payments on account of Income Tax | - | - |
| Assets arising from deductible temporary differences (*) | 775,260 | - |
| Deferred tax liabilities (*) | - | (193,643) |
| Tax loss carryforwards (*) | 479,864 | - |
| Deductions arising from Personal Income Tax | - | (347,944) |
| Other payables to Public Entities | - | (5,973) |
| Income Tax | - | (84,990) |
| Social Security | - | (242,943) |
| 1,874,730 | (1,669,617) |
| 30/06/2016 | Receivables | Payables |
|---|---|---|
| Current: | ||
| Value Added Tax | 313,823 | (803,595) |
| Recoverable Taxes | 530,231 | - |
| Withholdings and payments on account of Income Tax | 70,839 | - |
| Assets arising from deductible temporary differences (*) | 283,737 | - |
| Tax loss carryforwards (*) | 489,999 | - |
| Deductions arising from Personal Income Tax | - | (378,397) |
| Other payables to Public Entities | - | - |
| Income tax expense | - | (109,602) |
| Social Security | - | (225,438) |
| 1,688,629 | (1,517,032) |
(*) Amounts recognized under non-current assets in the Consolidated Statement of Financial Position
Group companies with registered address in Spain paid in 2016 taxes under the Special Consolidated Tax Regime within the Group led by the Parent Company.
From 1 January 2017, Antevenio Group companies with registered address in Spain are included, for taxation purposes, ISP Group tax group.
Income Tax expense for the Consolidated Group is calculated as the sum of the Income Tax expense from all Companies. The tax bases are calculated from the profit/(loss) for the year as adjusted for any temporary differences, any permanent differences and tax losses from prior years.
Income Tax is calculated by applying the tax rates in force in each of the countries where the group operates. The main types are:
(*) Average tax rate accrued in Italy
| Tax rate | 2017 | 2016 |
|---|---|---|
| Spain | 25.00% | 25.00% |
| Italy (*) | 31.40% | 31.40% |
| France | 33.33% | 33.33% |
| Mexico | 30.00% | 30.00% |
| Argentina | 35.00% | 35.00% |
| Income / (Expense) 30/06/2016 |
Income / (Expense) 31/12/2016 |
|
|---|---|---|
| 685 | (6,376) | 48,924 |
| 17,417 | 231,994 | (11,232) |
| 7,991 | 19,935 | (3,095) |
| 2,264 | 89,575 | (1,341) |
| - | (86,982) | - |
| 694 | 14,366 | - |
| - | - | - |
| - | - | - |
| - | - | - |
| - | (143,377) | (93,482) |
| - | - | - |
| - | - | - |
| (60,226) | ||
| 29,050 | 119,134 |
The breakdown by company of the amount recorded as Income Tax expense is as follows:
According to current legislation, tax losses may be offset against taxable profits obtained as per local regulations. At 30 June 2017 the Group has the following tax loss carry forwards to offset tax:
| Year of origination | Limit year for offset | Euro |
|---|---|---|
| 2008 (1) | (No limit) | 72,977 |
| 2009 (1) | (No limit) | 6,229 |
| 2011 (3) | (No limit) | 177,850 |
| 2012 (3) | (No limit) | 592,820 |
| 2013 (6)* | (No limit) | 3,920 |
| 2014 (6)* | (No limit) | 678,753 |
| 2015 (6)* | (No limit) | 36,366 |
| 2011(9) | (No limit) | 705,531 |
| 2012(9) | (No limit) | 372,020 |
| 2013(9) | (No limit) | - |
| 2014(9) | (No limit) | - |
| 2010 (10) | (No limit) | 204,964 |
| 2011 (10) | (No limit) | 306,103 |
| 2012 (10) | (No limit) | 133,564 |
| 2013 (10) | (No limit) | 99,984 |
| 2014 (10) | (No limit) | 7,321 |
| 2015 (10) | (No limit) | 5,596 |
| 3,403,998 |
(1) Tax loss carryforwards from Marketing Manager Servicios de Marketing S.L.U.
At 30 June 2017, the Group has activated tax loss carryforwards amounting to 479,864 Euros as tax credits to be offset in future years.
The breakdown of changes in deferred tax assets between 30 June 2016 and 30 June 2017 is as follows:
| 30/06/2016 | Charge / (credit) to income |
31/12/2016 | Charge / (credit) to income |
30/06/2017 | |
|---|---|---|---|---|---|
| Tax credits | 489,999 | (10,135) | 479,864 | (388) | 479,476 |
| Temporary differences | 283,737 | 491,523 | 775,260 | 104,491 | 879,751 |
| Total deferred tax assets | 773,736 | 481,388 | 1,255,124 | 104,103 | 1,359,227 |
The breakdown of tax credits is as follows:
| 30/06/2016 | 31/12/2016 | 30/06/2017 | |
|---|---|---|---|
| Companies included in the consolidated tax group | 204,857 | 193,410 | 193,410 |
| Companies with registered address abroad | 285,142 | 286,453 | 286,066 |
| Total tax credits | 489,999 | 479,864 | 479,476 |
The above mentioned deferred tax assets have been recognized in the Consolidated Statement of Financial Position as Directors consider that, according to the best estimates of future earnings for companies in the Group, including certain measures of fiscal planning, these assets are likely to be recovered.
Under current legislation, taxes cannot be regarded as definitive until the returns have been inspected by the tax authorities or the statute of limitations period of four years has elapsed. Except as described in the paragraphs above regarding the inspection of deductions of the exporting activity, at the end of the six month period at 30 June 2017 the Spanish Group companies have open to inspection their Income tax returns for 2012 and subsequent years, and their tax returns for 2013 and subsequent years for other applicable taxes. Companies with registered address abroad have open to inspection any tax returns currently non-statute-barred according to the respective local regulations. Directors consider the above mentioned tax returns to be appropriately filed and settled; accordingly, even in the case of discrepancies in the construction of the existing regulations for the tax treatment of the transactions, any resulting liabilities, were they to materialize, will not significantly affect the accompanying Interim Consolidated Financial Statements.
The breakdown of revenue by activity is as follows:
| Type of Activity | 30/06/2016 | 31/12/2016 | |
|---|---|---|---|
| Online Advertising | 10,614,820 | 24,239,974 | 10,695,298 |
| Technology services | 1,600,339 | 1,138,610 | 1,934,101 |
| Total revenue | 12,215,160 | 25,378,584 | 12,629,398 |
The entire balance of this item relates to "Operating Expenses."
The breakdown of this heading in the attached Consolidated Profit and Loss Account is as follows:
| 30/06/2016 | 31/12/2016 | 30/06/2017 | |
|---|---|---|---|
| Wages and salaries | (3,377,116) | (6,960,140) | (3,896,296) |
| Termination benefits | (6,398) | (76,956) | (62,136) |
| Other equity instruments costs | (69,540) | (953,160) | - |
| Social security payable by the Company | (816,636) | (1,554,998) | (888,510) |
| Employee benefits expense | (116,112) | (218,681) | (137,376) |
| Total personnel expenses | (4,385,803) | (9,763,936) | (4,984,318) |
The breakdown of this heading in the attached Consolidated Profit and Loss Account is as follows:
| 30/06/2016 | 31/12/2016 | 30/06/2017 | |
|---|---|---|---|
| Leases and royalties (Note 9) | (256,244) | (490,685) | (277,647) |
| Repairs and maintenance | (9,328) | (17,648) | (12,778) |
| Independent professional services | (512,759) | (1,564,247) | (524,969) |
| Transport | (17,635) | (38,356) | (12,548) |
| Insurance premiums | (32,241) | (65,805) | (53,324) |
| Banking and similar services | (19,405) | (36,534) | (20,454) |
| Advertising, publicity and public relations | (117,565) | (255,441) | (172,674) |
| Utilities | (110,262) | (233,034) | (95,691) |
| Other services | (182,924) | - | (191,600) |
| (1,258,362) | (2,701,749) | (1,361,685) | |
The breakdown of this heading in the Consolidated Profit and Loss Account is as follows:
| 30/06/2016 | 31/12/2016 | 30/06/2017 | |
|---|---|---|---|
| Finance income from accounts and similar | 13,736 | 21,092 | 10,423 |
| 13,736 | 21,092 | 10,423 |
The breakdown of this heading in the Consolidated Profit and Loss Account is as follows:
| 30/06/2016 | 31/12/2016 | 30/06/2017 | |
|---|---|---|---|
| Debts and similar expenses | (48,409) | (70,869) | (28,539) |
| (48,409) | (70,869) | (28,539) |
This detail is included in Note 10.2
In 2016, the conditions set forth in the agreement entered into with the Management Team of the investee Antevenio Publicité in previous years, were not fulfilled for which provisions relating to the relevant payment obligations had been made. Accordingly, the estimated amount payable has been adjusted using financial criteria, resulting in the reversal of provisions amounting to 1,132,404 Euro, that has been recognized under "Other income / (loss)" in the 2016 Profit and Loss Account (see Note 11.1 h).
The breakdown of the consolidated profit/(loss) is as follows:
| 30/06/2017 | Individual Profit/(Loss) |
Percentage of Ownership |
Consolidated Profit/(Loss) |
Minority Interests |
Profit attributable to Parent Company |
|---|---|---|---|---|---|
| Antevenio S.A. | 77,580 | 100% | (985,654) | - | (985,654) |
| Mamvo Performance, S.L.U. | 332,771 | 100% | 80,797 | - | 80,797 |
| Marketing Manager Servicios de Marketing, S.L.U. | (136,396) | 100% | (17,144) | - | (17,144) |
| Antevenio S.R.L. | (314,832) | 100% | (417,744) | - | (417,744) |
| Antevenio ESP S.L.U | 716,309 | 100% | 1,071,970 | - | 1,071,970 |
| Antevenio France, S.R.L. | (1,686) | 100% | (1,686) | - | (1,686) |
| Código Barras Networks S.L.U. | 30,629 | 100% | (187,574) | - | (187,574) |
| Antevenio Argentina S.R.L. | (55,437) | 100% | (30,608) | - | (30,608) |
| Antevenio México | 161,523 | 100% | 567,412 | - | 567,412 |
| Antevenio Publicite SASU | (103,633) | 100% | 43,653 | - | 43,653 |
| Antevenio Rich & Reach, S.L.U. | 280,382 | 100% | 863,788 | - | 863,788 |
| React2Media, L.L.C. (see Note 27) | - | 51% | - | - | - |
| 987,211 | 987,211 | - | - 987,211 |
| 31/12/2016 | Individual Profit/(Loss) |
Percentage of Ownership |
Consolidated Profit/(Loss) |
Minority Interests |
Profit attributable to Parent Company |
|---|---|---|---|---|---|
| Antevenio S.A. | (11,009) | 100% | (2,003,670) | - | (2,003,670) |
| Mamvo Performance, S.L.U. | 643,942 | 100% | (321,459) | - | (321,459) |
| Marketing Manager Servicios de Marketing, S.L.U. | (455,350) | 100% | (35,025) | - | (35,025) |
| Antevenio S.R.L. | (86,091) | 100% | (161,811) | - | (161,811) |
| Antevenio ESP S.L.U | 1,561,000 | 100% | 2,118,262 | - | 2,118,262 |
| Antevenio France, S.R.L. | (4,989) | 100% | (4,989) | - | (4,989) |
| Código Barras Networks S.L.U. | 144,663 | 100% | 53,149 | - | 53,149 |
| Antevenio Argentina S.R.L. | (131,735) | 100% | (104,125) | - | (104,125) |
| Antevenio México | 412,774 | 100% | 1,052,661 | - | 1,052,661 |
| Antevenio Publicite SASU | 341,986 | 100% | 770,955 | - | 770,955 |
| Antevenio Rich & Reach, S.L.U. | (318,002) | 100% | 733,254 | - | 733,254 |
| 2,097,189 | 2,097,203 | - | 2,097,203 |
59
| 30/06/2016 | Individual Profit/(Loss) |
Percentage of Ownership |
Consolidated Profit/(Loss) |
Minority Interests |
Profit attributable to Parent Company |
|---|---|---|---|---|---|
| Antevenio S.A. | 11,441 | 100% | (1,068,701) | - | (1,068,701) |
| Mamvo Performance, S.L.U. | (109,682) | 100% | (505,211) | - | (505,211) |
| Marketing Manager Servicios de Marketing, S.L.U. | (39,505) | 100% | 67,772 | - | 67,772 |
| Antevenio S.R.L. | 200,601 | 100% | 121,484 | - | 121,484 |
| Antevenio ESP S.L.U | 636,657 | 100% | 1,065,631 | - | 1,065,631 |
| Antevenio France, S.R.L. | (1,738) | 100% | (1,738) | - | (1,738) |
| Código Barras Networks S.L.U. | 25,316 | 100% | 30,519 | - | 30,519 |
| Antevenio Argentina S.R.L. | (41,388) | 100% | (32,044) | - | (32,044) |
| Antevenio México | 173,570 | 100% | 313,324 | - | 313,324 |
| Antevenio Publicite SASU | 171,027 | 100% | 376,131 | - | 376,131 |
| Antevenio Rich & Reach, S.L.U. | (63,059) | 100% | 298,786 | - | 298,786 - |
| 963,240 | 665,953 | - | 665,953 |
Changes in provisions were as follows:
| 30/06/2016 | Allowance | Application/Reversal | 31/12/2016 | Allowance | Application/Reversal | 30/06/2017 | |
|---|---|---|---|---|---|---|---|
| Provisions for other liabilities |
159,234 | - | (9,975) | 149,259 | 12,255 | - | 161,514 |
| 159,234 | - | (9,975) | 149,259 | 12,255 | - | 161,514 |
This item relates mainly to provisions for the remuneration of personnel arising from Antevenio S.R.L. in compliance with the existing Italian labor-related regulations and amounting to 161,514 Euros (149,259 Euros at 31 December 2016 and 159,234 Euros at 30 June 2016).
Net book value of intangible assets located outside Spain amounts to 231,306.67 euros at 30 June 2017 (53,812 euros at 31 December 2016 and 17,799 Euros at 30 June 2016).
The Group´s companies have no significant assets nor have incurred in expenses intended to minimize environmental impact or to protect and improve the environment. Furthermore, there are not provisions for risks and expenses, nor contingencies related to the protection and improvement of the environment.
Subsequent to the close of the 6-month period ended 30 June 2017, the following significant events have taken place:
The individuals classified as High Management are also Directors of the Parent Company.
The amounts accrued by the Directors or by members of Senior Management, under all headings, are as follows:
High Management 30/06/2016 31/12/2016 30/06/2017
61
| Wages and salaries | 229,404 | 457,832 | 243,727 |
|---|---|---|---|
| Total | 229,404 | 457,832 | 243,727 |
At 30 June 2017 and 2016, there are no additions to pension commitments, endorsements or guarantees given on the Board of Directors´ behalf, nor loans or advances granted to them.
In compliance with the provisions of Section 229 of the Spanish Corporations Law, Directors and the related parties referred to in Section 231 of the Spanish Corporations Law, have been asked about any conflicting interests, direct or otherwise, between Directors and their respective related parties and the Company.
The average number of persons employed by the Group, broken down by category, is as follows:
| 30/06/2016 | 31/12/2016 | 30/06/2017 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Men | Women | Total | Men | Women | Total | Men | Women | Total | ||
| Management | 11.00 | 1.37 | 12.37 | 10.80 | 1.70 | 12.50 | 9.40 | 2.00 | 11.40 | |
| Administrative Commercial |
6.92 21.78 |
14.86 24.92 |
21.78 46.70 |
6.50 22.10 |
14.90 24.50 |
21.40 46.60 |
7.60 24.00 |
14.40 26.19 |
22.00 50.19 |
|
| Production | 24.41 | 42.41 | 66.82 | 26.90 | 42.70 | 69.60 | 31.16 | 49.68 | 80.84 | |
| Technical | 15.94 | 4.79 | 20.73 | 16.20 | 5.30 | 21.50 | 17.00 | 5.50 | 22.50 | |
| 80.04 | 88.34 | 168.39 | 82.50 | 89.10 | 171.60 | 89.16 | 97.77 | 186.93 |
The number of persons employed by the Group at the end of the reporting period and at the end of prior periods, by category, is as follows:
| 30/06/2016 | 31/12/2016 | 30/06/2017 | |
|---|---|---|---|
| Management | 13 | 12 | 12 |
| Administrative | 23 | 20 | 21 |
62
| 173 | 187 | 180 | |
|---|---|---|---|
| Technical | 21 | 24 | 20 |
| Production | 69 | 74 | 80 |
| Commercial | 47 | 57 | 47 |
In compliance with Law 15/2010, of 5 July, amending Law 3/2004, of 29 December, establishing measures to combat late payment in commercial transactions, details of the average period for payment to suppliers:
| 2016 | 2017 | |
|---|---|---|
| Days | Days | |
| Average period of time for payment to suppliers |
57.45 | 40.37 |
| Percentage of paid transactions | 57.61 | 39.81 |
| Percentage of transactions pending payment |
56.78 | 43.34 |
| Amount (Euro) | Amount (Euro) | |
| Total payments made | 5,955,268 | 2,538,630 |
| Total payments pending | 1,473,506 | 1,205,966 |
The distribution of net turnover corresponding to the ordinary business activities of the Group, by activity categories, as well as by geographical markets is as follows:
| By customer (30/06/2017) | Total |
|---|---|
| Online Advertising | 10,695,298 |
| Technology services | 1,934,100 |
| Total revenue | 12,629,398 |
| By customer (31/12/2016) | Total |
| Online Advertising | 24,239,974 |
| Technology services | 1,138,610 |
| Total revenue | 25,378,584 |
|---|---|
| By customer (30/06/2016) | Total |
| Online Advertising Technology services |
11,398,298 816,862 |
| Total revenue | 12,215,160 |
| Distribution / Sales | Consolidated Amount 30/06/2016 |
Consolidated Amount 31/12/2016 |
Consolidated Amount 30/06/2017 |
|---|---|---|---|
| Spain | 5,496,822 | 11,498,808 | 7,100,223 |
| Europe and Latin America | 6,718,338 | 13,879,776 | 5,529,176 |
| Total Sales Distribution | 12,215,160 | 25,378,584 | 12,629,398 |
| Distribution of Costs to Sell | Consolidated | Consolidated | Consolidated |
|---|---|---|---|
| Amount | Amount | Amount | |
| 30/06/2016 | 31/12/2016 | 30/06/2017 | |
| Spain | (2,735,669) | (4,461,349) | (2,215,004) |
| Europe and Latin America | (3,343,596) | (6,654,597) | (2,486,646) |
| Total Costs Distribution | (6,079,265) | (11,115,946) | (4,701,650) |
| 30.06.2017 | 31.12.2016 | 30.06.2016 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Online Advertising |
Rendering of Technology Services |
Total | Online Advertising |
Rendering of Technology Services |
Total | Online Advertising |
Rendering of Technology Services |
Total | ||
| Revenue | 12,059,328 | 570,070 | 12,629,398 | 24,239,974 | 1,138,610 | 25,378,584 | 11,660,884 | 554,275 | 12,215,160 | |
| Other operating income | 32,944 | 0 | 32,944 | 223,242 | 0 | 223,242 | 21,239 | 0 | 21,239 | |
| Supplies | -4,623,437 | -78,213 | -4,701,650 | -11,004,931 | -111,015 | -11,115,946 | -5,331,212 | -43,500 | -5,374,712 | |
| Other operating expenses | -1,298,064 | -63,621 | -1,361,685 | -3,071,411 | -161,831 | -3,233,242 | -1,198,979 | -59,383 | -1,258,362 | |
| Amortization and depreciation | -108,060 | -68,475 | -176,534 | -206,119 | -139,721 | -345,840 | -109,906 | -70,939 | -180,845 | |
| Personnel expenses | -4,720,544 | -263,774 | -4,984,318 | -9,170,641 | -593,295 | -9,763,936 | -4,097,596 | -288,207 | -4,385,803 | |
| Other income / (loss) | -162,220 | -110,000 | -272,220 | 1,304,668 | -182,824 | 1,121,844 | -217,710 | -15,000 | -232,710 | |
| Operating profit / (loss) | 1,179,948 | -14,013 | 1,166,068 | 2,314,782 | -50,076 | 2,264,706 | 726,720 | 77,247 | 803,967 | |
| Net Finance Income | -2,965 | -37 | -3,002 | -163,488 | -1,119 | -164,607 | -85,620 | -268 | -85,888 | |
| Profit / (loss) before income tax | 1,176,983 | -14,050 | 1,163,066 | 2,151,294 | -51,196 | 2,100,099 | 641,100 | 76,978 | 718,079 | |
| Income Tax | -109,151 | 0 | -109,151 | 119,135 | 0 | 119,135 | -21,059 | -7991.27 | -29,050 | |
| Other taxes | -112,634 | -3,095 | -66,805 | -138,201 | 16,171 | -122,030 | -21,859 | -1,215 | -23,074 |
65
| Profit/(loss) for the year | 955,198 | -17,145 | 987,111 | 2,132,229 | -35,025 | 2,097,204 | 598,183 | 67,772 | 665,955 |
|---|---|---|---|---|---|---|---|---|---|
| 66 | |||||||||
As a result of the changes in shareholding occurred during 2016 and detailed in Note 14.1 above, the company ISP Digital SLU has become the majority shareholder of Antevenio Group; accordingly, the following subsidiaries of ISP Digital SLU have become related parties:
| Company / | |
|---|---|
| Group | Relation |
| Digilant Group | Related party |
| ISP Digital Group | Parent Company |
| Acceso Group | Related party |
At 30 June 2017 and 31 December 2016 the balances withe related parties were as follows:
| RELATED PARTY (30 June 2017) | BALANCE RECEIVABLE |
BALANCE PAYABLE |
|---|---|---|
| ACCESO GROUP | - | (6,159) |
| DIGILANT INC | 34 | - |
| DIGILANT SPAIN | 138,561 | (25,161) |
| ISP DIGITAL SLU | 48,400 | - |
| ACCESO COLOMBIA | 81,605 | (25,289) |
| DIGILANT SA DE CV | 3,308 | (2,206) |
| TOTAL RELATED PARTIES | 271,908 | (58,815) |
| RELATED PARTY (31 December 2016) | BALANCE RECEIVABLE |
BALANCE PAYABLE |
|---|---|---|
| ACCESO COLOMBIA | 10,392 | - |
| ACCESO MÉXICO | - | (4,448) |
| ACCESO GROUP | - | (4,889) |
| DIGILANT INC | 39 | - |
| DIGILANT ITALY | 2,440 | - |
| DIGILANT SA DE CV | 3,130 | - |
| DIGILANT SPAIN | 112,005 | (104,556) |
| TOTAL RELATED PARTIES | 128,006 | (113,892) |
The breakdown of transactions with related parties during the first six months of 2017 and during 2016 is as follows:
| 2017 | ACCESO COLOMBIA |
DIGILANT SA DE CV |
ACCESO GROUP |
DIGILANT SPAIN |
ISP DIGITAL |
ACCESO PANAMÁ |
|---|---|---|---|---|---|---|
| Sales | 71,505 | 135 | 1,345 | 47,903 | - | 424 |
| Purchases | (29,412) | (1,881) | - | (19,190) | - | - |
| Services rendered |
- | - | - | - | 40,000 | - |
| Services received | - | - | (6,300) | (16,928) | - | - |
| Total | 42,093 | (1,746) | (4,955) | 11,785 | 40,000 | 424 |
| 2016 | DIGILANT INC |
ACCESO COLOMBIA |
DIGILANT ITALY |
DIGILANT SA DE CV |
ACCESO GROUP |
ACCESO MÉXICO |
DIGILANT SPAIN |
|---|---|---|---|---|---|---|---|
| Sales | - | 10,392 | 6,000 | 2,722 | - | - | 92,124 |
| Purchases | - | (6,557) | - | - | - | (6,268) | (129,991) |
| Services rendered | 228 | - | - | - | - | - | - |
| Services received | - | - | - | - | (5,250) | - | - |
| Total | 228 | (3,835) | 6,000 | 2,722 | (5,250) | (6,268) | (37,867) |
On 22 June 2017 the Parent Company has completed the acquisition of 51% of the shares in the US company React2Media, L.L.C for a consideration of 2,250,000 dollars; the entire amount of the consideration was paid to the counterparty on 23 June 2017. This company will thereafter be included within the consolidation scope and fully consolidated.
React2Media, L.L.C has its registered address at 35 W 36th St, New York, NY 10018, USA; and its corporate purpose is the provision of a comprehensive service of on-line advertising networks, offering a complete array of interactive marketing opportunities to media agencies, direct advertisers and editors. The main reason supporting the acquisition is the entry of Antevenio Group in the United States market drawing on the market position and knowledge of the investee. Antevenio Group intends to provide the investee with its other business lines in order to generate positive synergies.
Both the Group and the selling shareholders have granted themselves put option rights and call option rights over the remaining 49% shares in the investee. These options have a floating price based on certain parameters relating to the investee's performance over financial years 2018, 2019 and 2020; however, total acquisition value may not exceed 8.5 million dollars (of which 2.25 million dollars have already been paid for the acquisition of 51% of shares). The amount recognized at 30 June 2017 relates to the best estimate, as of the date of preparing these Interim Consolidated Financial Statements, of the expected amount to be paid; this financial liability has been measured at a fair value of 1.94 million Euros.
Pursuant to the International Financial reporting Standards and in accordance with a prudent interpretation of IAS 3, the following assumption has been used: Antevenio Group takes as of the acquisition date the risks and rewards of the entire share capital of the investee, although this circumstance is still pending assessment and measurement as of the date of presentation of these Interim Financial Statement.
The ordinary income and profit/(loss) contributed by the investee during the period between the acquisition date, 22 June 2017, and 30 June 2017 were not material.
The breakdown of the consideration given, measured as the fair value of net assets and goodwill acquired, is as follows:
| Euros | |
|---|---|
| Fair value of the consideration given | |
| Cash paid | 2,102,903 |
| Put options granted to minority interests | 1,902,869 |
| Contingent consideration | 35,025 |
| Total consideration given | 4,040,797 |
| Net identifiable assets acquired | |
| Non-current investments | 38,462 |
| Intangible assets | 2,312 |
| Trade and other receivables | 1,198,620 |
| Cash | 109,457 |
| Debts with financial institutions | (256,188) |
| Other debts | (13,429) |
| Trade and other payables | (912,813) |
| Fair value of net identifiable assets acquired | 166,421 |
| Goodwill | 3,874,376 |
| Consideration paid in cash | (2,102,903) |
| Cash and cash equivalents acquired | 109,457 |
| Net cash outflow | (1,993,446) |
Goodwill arising from the acquisition has been allocated to the Cash Generating Unit relating to the investee's business and relates to the workforce and synergies resulting from Antevenio Group's entry in the United States market drawing on the investee to expand the Group's various business lines.
The Company has considered that fair value of the assets and liabilities acquired is equal to the relevant carrying values as of the of the acquisition date. As shown in the table above, almost all the assets and liabilities acquired relate to working capital.
As of the date of preparing these Interim Consolidated Financial Statements, the process for allocating purchase price is still provisional. This analysis is expected to be completed over the coming months, and shall not exceed the Standard's maximum term of twelve months from the acquisition date.
71
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