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TradeDoubler

Quarterly Report Feb 2, 2017

3209_10-k_2017-02-02_4b7dfaae-559e-4974-9f79-d96d52f9bb12.pdf

Quarterly Report

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Tradedoubler year-end report January – December 2016

Improved financial performance

THE FOURTH QUARTER OCTOBER - DECEMBER 2016

  • Net sales amounted to SEK 346 M (400). Net sales excluding change related items were SEK 343 M (400), a decrease of 14%.
  • Gross profit excluding change related items was SEK 78 M (85), a decrease of 8% or 8% adjusted for changes in exchange rates. Gross margin excluding change related items increased to 22.7% (21.2).
  • Operating costs excluding depreciation and change related items were SEK 65 M (90), a decrease of 28%.
  • EBITDA amounted to SEK -2 M (-17). Excluding change related items, EBITDA was SEK 13 M (-6).
  • Capitalised expenses for product development were SEK 9 M (16).
  • Cash flow from operating activities was SEK 20 M (56) and the sum of cash and interest-bearing financial assets was SEK 210 M (347) at the end of the fourth quarter. Net cash in the fourth quarter increased by SEK 40 M to SEK 16 M.
  • Earnings per share, before and after dilution were SEK –0.38 (-3.33).
  • In October Viktor Wågström was appointed CFO permanently.
  • During November and December Tradedoubler repurchased own bonds for SEK 27.9 M which nominal value amounted to a total of SEK 54 M.
  • In December 2016 Tradedoubler decided to restructure its service organisation and move all services and support to the local offices in the markets. As a consequence of that the local teams in the markets will be strengthened and the central service hub in Telford, UK will be closed.
  • In December remaining shares of the French affiliate marketing company R-Advertising were acquired.

THE FULL YEAR 2016

  • Net sales amounted to SEK 1,344 M (1,624). Net sales excluding change related items were SEK 1,339 M (1,629), a decrease of 18%.
  • Gross profit excluding change related items was SEK 297 M (336), a decrease of 12% or 10% adjusted for changes in exchange rates. Gross margin excluding change related items increased to 22.2% (20.7).
  • Operating costs excluding depreciation and change related items were SEK 286 M (348), a decrease of 18%.
  • EBITDA amounted to SEK -6 M (-36). Excluding change related items, EBITDA was SEK 11 M (-11).
  • Capitalised expenses for product development were SEK 36 M (44).
  • Cash flow from operating activities was SEK -64 M (19).
  • Earnings per share, before and after dilution were SEK -1.18 (-4.48).
  • In January 2016, Reworld Media S.A. increased its ownership in Tradedoubler from 17.8% to 29.95%.
  • Tradedoubler expands to Asia with the opening of an office in Singapore.
  • In June Tradedoubler announced a minority investment in the video company DynAdmic.
  • In July 2016 Tradedoubler purchased a minority share in the French affiliate marketing company R-Advertising and in December the remaining shares in the company were acquired.
  • The board proposes that no dividend should be declared for 2016. No dividend was declared for 2015.
Oct-Dec Oct-Dec Full year Full year
FINANCIAL OVERVIEW, SEK M 2016 2015 Change % 2016 2015 Change %2
Net sales excluding change related items 343 400 -14.2% 1,339 1,629 -17.8%
Gross profit excluding change related items 7
8
8
5
-7.9% 297 336 -11.8%
Gross margin (%) 22.7% 21.2% 22.2% 20.7%
Operating costs excl. depr. and change related costs -65 -90 -27.5% -286 -348 -17.7%
EBITDA excluding change related items 1
3
-6 1
1
-11
EBITDA-margin (%) 3.7% -1.4% 0.8% -0.7%
Change related items 1 -15 -11 -17 -25
EBITDA -2 -17 -6 -36
Impairment goodwill - -72 - -72
Operating profit (EBIT) -33 -107 -51 -145
Net profit -16 -141 -50 -190
Net investments in non-financial fixed assets -9 -16 -36 -44
Cash flow from operating activities 2
0
5
6
-64 1
9
Liquid assets incl financial investments, at period's end 210 347 210 347
Net cash2
, at period's end
1
6
100 1
6
100
1

1 For more information regarding change related items see page 7

2Current investment and liquid assets less interest-bearing liabilities

CEO MATTHIAS STADELMEYER'S COMMENTS

"In Q4 Tradedoubler had an improved financial performance with a positive trend in the underlying business and a significantly improved cost base.

The increase of the Gross Profit margin reflects this positive trend and a shift in the balance of the product mix. The newly established product TD ENGAGE has a higher margin than the traditional TD CONVERT business.

Efficiency measures that were initiated during the year decreased the cost base of the company significantly and led to a positive EBITDA result for Q4 and the financial year 2016 excluding change related items.

The good progress we made during 2016 will help us to realise our ambitious plans for 2017. We will continue to develop our targeting capabilities based on data which includes developments to further strengthen our tracking and machine-learning capabilities. During 2017 we will as well release new interfaces of our platform for our clients and partners.

These measures will strengthen our core products TD CONVERT and TD CONNECT as well as our new product TD ENGAGE and help us to expand our offering further to address a broader digital market and establish our presence in new growth regions outside Europe."

Stockholm – 2 February 2017 Matthias Stadelmeyer

THE GROUP'S RESULTS

If not explicitly stated, the disclosed financial information refers to reported numbers that are not adjusted for change related items nor changes in exchange rates. For more information regarding change related items see page 7.

Consolidated net sales during 2016 amounted to SEK 1,344 M (1,624). Excluding change related items net sales were SEK 1,339 M (1,629), a decline of 18 per cent or 15 per cent adjusted for changes in exchange rates.

Consolidated net sales during the fourth quarter 2016 were SEK 346 M (400). Excluding change related items, net sales were SEK 343 M (400). This was a decline of 14 per cent or 13 per cent adjusted for changes in exchange rates.

Gross profit during 2016 was SEK 302 M (332). Gross profit excluding change related items was SEK 297 M (336), which was a decline of 12 per cent or 10 per cent adjusted for changes in exchange rates.

Gross profit during the fourth quarter was SEK 81 M (85). Gross profit excluding change related items was SEK 78 M (85), a decrease of 8 per cent or 8 per cent adjusted for changes in exchange rates. The decline is mainly related to the loss of some larger customers.

Gross margin, excluding change related items, during 2016 was 22.2 per cent (20.7) and 22.7 per cent (21.2) in the fourth quarter. This improvement is largely explained by a decline of low margin revenue.

Operating costs, excluding depreciation, amounted to SEK 308 M (368) during 2016. Operating costs, excluding change related items and depreciation, were SEK 286 M (348), a decrease of 18 percent or 16 per cent adjusted for changes in exchange rates.

Operating costs, excluding depreciation, amounted to SEK 83 M (101) during the fourth quarter. Operating costs, excluding change related items and depreciation, were SEK 65 M (90). This was a decrease of 28 per cent or 26 per cent adjusted for changes in exchange rates. The reduced cost can mainly be explained by a reduction in the number of employees and various efficiency projects that has been put in place.

Operating profit before depreciation and amortisation (EBITDA) during 2016 was SEK -6 M (-36). Adjusted for change related items EBITDA amounted to SEK 11 M (-11). Depreciation and amortisation was SEK 45 M (109) and operating profit (EBIT) during amounted to SEK -51 M (-145).

Operating profit before depreciation and amortisation (EBITDA) in the fourth quarter was SEK -2 M (-17). Adjusted for change related items, EBITDA was SEK 13 M (-6). In December 2016 it was decided to close the office in Telford and move support functions to the local offices, in order to improve the support and increase the local presence. Operating costs classified as change related is mainly related to restructuring costs for moving staff from Telford to the local markets. Depreciation and amortisation was SEK 31 M (91) in the fourth quarter. During the fourth quarter a writedown of other intangible assets related to capitalised development was made of SEK 24 M (13), as a consequence of a different technical delivery strategy for TD ENGAGE. Operating profit (EBIT) amounted to SEK -33 M (-107).

NET SALES (SEK M) / GROSS MARGIN (%), EXCLUDING CHANGE RELATED ITEMS

EBITDA (SEK M) / EBITDA/GP (%), EXCLUDING CHANGE RELATED ITEMS

Net financial items during 2016 were SEK 9 M (-19) where of exchange rate effects were SEK -1.4 M (-6). Financial income and expenses amounted to SEK 10 M (-13) and were mainly affected by interest income, revaluations of short term investments and interest expense relating to the bond issue. During November and December 2016 Tradedoubler repurchased own bonds with a nominal value totalling SEK 54 M which increased the financial net with SEK 26 M.

Net financial items in the fourth quarter were SEK 22 M (-4) where of exchange rates effects were SEK 0.4 M (-0.6). Financial income and expenses amounted to SEK 22 M (-4).

Profit after tax during 2016 was SEK –50 M (-190), corporate income tax was SEK -7 M (-26). In the fourth quarter corporate income tax was SEK -5 M (-29) and profit after tax was SEK -16 M (-141).

OPERATIONAL SEGMENTS

If not explicitly stated, the disclosed financial information refers to reported numbers that are not adjusted for change related items nor changes in exchange rates. For more information regarding change related items see page 7.

Tradedoubler's segments mainly consists of TD CONVERT (previously Affiliate) and TD CONNECT (previously Technology). These both segments together sum up to Performance marketing. Within TD CONVERT the market units are DACH (Germany, Switzerland and Austria), France & Benelux (France, Belgium and Netherlands), Nordics (Sweden, Norway, Denmark, Finland and Poland), South (Italy, Brazil, Portugal and Spain) and UK & Ireland (UK and Ireland).

NET SALES PERFORMANCE MARKETING (SEK M) EBITDA MARGIN (%)

Performance Marketing

Tradedoubler's core business Performance Marketing includes TD CONVERT and TD CONNECT. Net sales referring to the recently launched TD ENGAGE are included in TD CONVERT.

Net sales within Performance Marketing during 2016 were SEK 1,329 M (1,602), which was a decrease of 17 per cent or 14 per cent adjusted for changes in exchange rates.

Net sales for TD CONVERT decreased by 17 per cent or 14 per cent adjusted for exchange rates. Net sales within TD CONNECT decreased by 17 per cent or 16 per cent adjusted for exchange rates.

Net sales within Performance Marketing during the fourth quarter were SEK 342 M (394), which was a decrease of 13 per cent or 12 per cent adjusted for changes in exchange rates. Net sales for TD CONVERT decreased by 13 per cent or 12 per cent adjusted for exchange rates, while net sales within TD CONNECT decreased by 15 per cent or 16 per cent adjusted for exchange rates.

EBITDA for Performance Marketing during 2016 was SEK 84 M (104). EBITDA for Performance Marketing during the fourth quarter was SEK 18 M (23).

Other

Net sales within Tradedoubler's non-core business, "Other", during 2016 amounted to SEK 16 M (23), which was a decline of 31 per cent or 32 per cent adjusted for changes in exchange rates. During the fourth quarter "Other" net sales amounted to SEK 4 M (6), which was a decline of 30 per cent or 33 per cent adjusted for changes in exchange rates. "Other" is primarily constituted of the non-strategic campaign business, which is continuing to decline according to plan.

EBITDA was SEK 2.4 M (5) during 2016. EBITDA was SEK 0.6 M (0.6) during the fourth quarter.

Group management and support functions

Costs for group management and support functions during 2016 amounted to SEK 93 (145), a decline of 36 per cent or 36 per cent adjusted for changes in exchange rates. Costs during the fourth quarter were SEK 20 M (40), a decrease of 49 per cent or 48 per cent adjusted for changes in exchange rates. The decrease is mainly due to cost savings and efficiency improvements that has included a revised structure for group management and a reduction in administrative employees.

Segments and market units

SEK M Oct-Dec Oct-Dec Full year Full year
Net Sales 2016 2015 2016 2015
DACH 4
7
5
4
186 200
France & Benelux 7
8
7
9
295 337
Nordics 8
9
8
5
308 316
South 3
6
3
8
142 169
UK & Ireland 8
1
127 357 531
TD CONVERT 332 382 1,287 1,552
TD CONNECT 1
0
1
2
4
1
5
0
Total Performance Marketing 342 394 1,329 1,602
Other 4 6 1
5
2
3
Total Net Sales 346 400 1,344 1,624
EBITDA
DACH 1 4 1
1
1
4
France & Benelux 1 1 4 9
Nordics 7 8 2
3
2
8
South 2 1 1
2
1
3
UK & Ireland 0 6 1
2
2
4
TD CONVERT 11 20 62 88
TD CONNECT 6 3 2
2
1
6
Total Performance Marketing 18 23 84 104
Other 1 1 2 5
Group mgmt & support functions -20 -40 -93 -145
Total EBITDA -2 -17 -6 -36
Depreciation and impairment -31 -91 -45 -109
Operating profit as in consolidated income statement -33 -107 -51 -145
EBITDA/Net sales, %
DACH 2.2 8.2 5.9 6.9
France & Benelux 1.4 0.6 1.2 2.6
Nordics 7.4 9.6 7.5 8.8
South 6.1 2.7 8.7 7.6
UK & Ireland 0.6 5.1 3.3 4.6
TD CONVERT 3.5 5.3 4.8 5.6
TD CONNECT 60.9 20.9 54.3 42.9
Total Performance Marketing 5.2 5.8 6.3 6.5

Other 13.7 10.1 15.7 23.0

Total EBITDA Margin -0.6 -4.1 -0.5 -2.2

Segments include change related items, see page 7 for more details about the segments affected.

CASH FLOW

Cash flow from operating activities, before changes in working capital, amounted to SEK -19 M (-38) during 2016 and related to EBITDA adjusted for paid taxes, paid interest and non-cash items. Changes in working capital were SEK -45 M (57). As communicated in the fourth quarter 2015 the change in working capital was largely caused by an abnormal increase in prepayments from customers. The prepayment balance came down to a more normalised level in the second quarter of 2016 and thus impacted the cash flow negatively in 2016.

Net investments in tangible and intangible assets during 2016 amounted to SEK 36 M (44). These investments mainly related to product development.

Cashflow from short term investments amounted to SEK 52 M (168). Cashflow amounted to SEK -83 M (140).

Cash flow from operating activities before changes in working capital was SEK 4 M (-2) in the fourth quarter 2016 and related to EBITDA reduced with paid taxes, paid interest and non-cash items. Changes in working capital were SEK 16 M (58) and the positive working capital was mainly explained by seasonal effects in prepayments from customers.

Net investments in tangible and intangible assets during the fourth quarter amounted to SEK 9 M (16). Cash flow amounted to SEK -13 M (45) and net cash increased by SEK 40 M (36).

During November and December Tradedoubler repurchased its own bond to a nominal value of SEK 54 M which impacted the cash flow with SEK -29 M.

Tradedoubler has invested parts of the proceeds from the bond issue in December 2013 in interest bearing financial

instruments. At the end of the fourth quarter 2016 a total of SEK 41 M (94) was placed in interest bearing financial instruments.

FINANCIAL POSITION

Cash and cash equivalents at the end of 2016 amounted to SEK 169 (253) M and were affected by translation differences of SEK -0.5 M (-4). In addition, SEK 41 M (94) was invested in interestbearing financial instruments. The sum of cash and cash equivalents and interest-bearing financial assets was therefore SEK 210 M (347). Interest-bearing liabilities amounted to SEK 194 M (247) and related to the five-year unsecured bond issue with maturity date in the fourth quarter 2018. The decrease is due to the repurchase of the bond of SEK 54 M. Net cash hence amounted to SEK 16 M (100) at the end of 2016.

Consolidated shareholders' equity amounted to SEK 207 M (248) at the end of 2016 and the equity/asset ratio was 23.7 per cent (23.4). The return on equity during the rolling 12 months ending December 2016 was negative.

CHANGE RELATED ITEMS

For comparability reasons and to indicate the underlying performance, Tradedoubler adjust for change related items. The following items affect the comparability in this report.

During 2016 change related items amounted to SEK -17 M and included change related revenue of SEK 5 M related to a reverse of the prepayment accrual made in year-end 2014. Change related costs amounted to SEK -22 M and were related to severance payments of SEK -6 M, costs for the long-term incentive program of SEK -1 M (Group Management) and restructuring costs of SEK -15 M, which mainly is related to the closing of the office in Telford.

During 2015 change related items amounted to SEK -25 M and included change related revenue of SEK 0.8 M referring to badwill in the acquisition of Adnologies (Group Management) and an adjustment for errors in recurring invoicing for one large customer of SEK -5 M (TD CONNECT).

Change related costs amounted to SEK -20 M and included costs related to the acquisition of Adnologies of SEK -2 M (Group Management), costs for closing down the office in Norway of SEK -2 M (Nordics), severance payments of SEK -2 M (South), SEK -1 M (DACH) and SEK -2 M (Group Management) and additional severance payments related to the announced efficiency improvements in December 2015 of SEK -11 M mainly affecting the Group management segment, costs related to an office move in the UK and a revaluation of future cash flows related to unallocated payments reducing costs by SEK 5 M.

SEASONAL VARIATIONS

Tradedoubler's operations, particularly within Performance Marketing, fluctuate with the development of e-commerce and online advertising. There are seasonal variations particularly within e-commerce. The highest level of activity is before Christmas, which implies that the fourth quarter is normally the strongest for Tradedoubler.

THE PARENT COMPANY

The parent company's net sales amounted to SEK 70 M (89) during 2016 and to SEK 14 M (8) during the fourth quarter. Revenue primarily consisted of internal licensing revenue to subsidiaries.

Operating profit (EBIT) was SEK -66 M (-69) during 2016 and SEK -42 M (-46) during the fourth quarter.

Net financial items amounted to SEK 23 M (39) during 2016 and to SEK 26 M (-14) during the fourth quarter. Dividends from group companies impacted the period with SEK 15 M (66). Changes in exchange rates have impacted 2016 with SEK –1.2 M (-2.1).

Corporate taxes were SEK -0.2 M (-24) during 2016 and SEK -0,2 M (-26) during the fourth quarter. Profit after tax was SEK -43 M (-54) during 2016 and SEK -17 M (-86) during the fourth quarter.

The parent company's receivables from group companies amounted to SEK 72 M (58) at the end of the fourth quarter 2016, of which none (0) were non-current. The parent company's liabilities to group companies were SEK 109 M (117), of which none (0) were non-current. Cash and cash equivalents amounted to SEK 124 M (182) at the end of the fourth quarter 2016.

During the fourth quarter 2013 the parent company issued a bond loan with the nominal value of SEK 250 M. Parts of the proceeds from the bond loan have been invested in short term investments. During November and December Tradedoubler repurchased a total nominal value of SEK 54 M of its own bond, hence the loan was reduced.

Deferred tax assets amounted to SEK 14 M (14) at the end of the fourth quarter 2016 and related to previous Group loans. No deferred tax has been booked on loss according to the revised assumptions of the possibility to use loss carried forward that was made in the fourth quarter 2015. For more information, see notes to the consolidated financial statements, note C2 Critical estimates and judgements, in the Annual Report 2015.

EMPLOYEES

At the end of the fourth quarter 2016, Tradedoubler's staff corresponded to 344 (408) full-time equivalents (FTE) and included permanent and temporary employees as well as consultants. During the fourth quarter 2016 total headcount decreased from 357 to 344.

SIGNIFICANT EVENTS DURING 2016

In June Tradedoubler announced the opening of an office in Singapore to expand its offering to Asia. Tradedoubler is based in the same Singapore office as Reworld Media, its largest shareholder. Since 2013 Reworld has successfully established a number of online titles in the Asia/Pacific region and the two groups will work together to maximise potential traffic and database synergies.

Also in June Tradedoubler acquired a minority share in the video company DynAdmic. Through its partnership with DynAdmic Tradedoubler is the first company to bring video into the performance arena. The holding is reported as a financial asset in the consolidated balance sheet at fair value. The fair value was considered unchanged per 31 December 2016.

On 14 July 2016 Tradedoubler purchased a share in the French affiliate marketing company R-Advertising, which will allow Tradedoubler to expand its performance-based offering in France. On 12 December 2016 the remaining shares in the company were acquired.

During November and December Tradedoubler repurchased own bonds for SEK 27.9 M which nominal value amounted to a total of SEK 54 M.

In December 3,120,000 C-shares in own custody were converted to ordinary shares.

RISKS AND UNCERTAINTY FACTORS

Tradedoubler divides risks into market-related risks, operational risks, financial risks and legal risks. These risks are described on page 8 in the 2015 Annual Report. No significant risks and uncertainty factors have arisen in addition to those described in the 2015 annual report.

CRITICAL ESTIMATES AND JUDGEMENTS

For information regarding critical estimates and judgements in the financial statements, see note C2 in the 2015 annual report. No critical estimates or judgements are considered to have arisen since the latest submitted annual report.

DIVIDEND

The Board proposes that no dividend should be declared for 2016 (SEK 0 per share). Tradedoubler has a policy of distributing at least 50 per cent of its profit after tax provided that a suitable capital structure is maintained. The distribution may occur through share dividends, share redemption and share buybacks.

TRANSACTIONS WITH RELATED PARTIES

Aside from transactions in the normal course of business, to board and senior executives the following fourth party transactions have occurred during 2016. Reworld Media has, as a publisher in France received remuneration of 50 KEUR and since January 2016 Reworld Media is providing HR-support to the French subsidiary at the cost of 3 KEUR per month. Tradedoubler's Singapore operation is conducted from the same office as Reworld Media. The arm's length principle has been applied on all of these transactions.

ANNUAL GENERAL MEETING

The Annual General Meeting 2017 will be held on 4 May 2017 at Tradedoubler's premises on Birger Jarlsgatan 57 A, Stockholm.

In accordance with the resolution of the Annual General Meeting 2016, a Nomination Committee has been appointed consisting of representatives of the three largest shareholders at the end of August, as well as the Chairman of the Board Pascal Chevalier. The owner representatives are Cédric Vincent representing Reworld Media S.A. (Chairman of the Nomination Committee) and Yi Shi.

Shareholders wishing to present proposals to the Nomination Committee for the 2016 Annual General Meeting can submit them to Viktor Wågström by e-mail: [email protected].

Information about the work of the Nomination Committee may be found on Tradedoubler's home page www.tradedoubler.com.

FOREIGN EXCHANGE RISK

Foreign exchange risk refers to the risk that changes in exchange rates may affect the consolidated income statement, balance sheet and cash flow statement. Foreign exchange risk exists in the form of transaction risk and translation risk. Tradedoubler is exposed to foreign exchange risk in 17 countries involving nine different currencies, with Euro (EUR) and British pounds (GBP) representing the majority share. During the fourth quarter 2016 approximately 48 (43) per cent of group sales were made in EUR and approximately 23 (32) per cent in GBP. Approximately 30 (32) per cent of the group's operational costs were in EUR and approximately 30 (26) per cent in GBP. Net investments in foreign currency or transaction risks are not currently hedged. Exposure attributable to exchange rate fluctuation in client and supplier invoices is limited since invoicing to customers and from suppliers largely occurs in local currency for all companies in the group.

ACQUISITION OF R-ADVERTISING

In June 2016 Tradedoubler acquired 40 per cent of the company R- Advertising. As of 12 December 2016 Tradedoubler acquired, through a new acquisition agreement, the remaining 60 per cent stake in R-Advertising. The purchase price for the remaining 60 per cent amounts to SEK 19 M. This includes an initial purchase price of SEK 4 M and an estimated additional purchase price of a total of SEK 15 M. The additional purchase price is divided into two sections, the first of SEK 3 M will be payable in 2017 based on the financial performance of the acquired company during the first quarter of 2017 and the second instalment of SEK 12 M will be payable in 2018 based on the financial performance of the acquired company for the year 2017.

The initial purchase price of SEK 4 M has been paid with 739,446 shares valued using the share price prevailing on the transaction date. The first additional purchase price of SEK 3 M will be paid in shares. The final number of shares that will need to be granted depends on the actual outcome of the additional purchase price. Regarding the second additional purchase price of SEK 12 M Tradedoubler has an opportunity to choose whether this should be settled in cash or in shares.

R-Advertising has from the date when the company became a wholly owned subsidiary of Tradedoubler contributed to Group with sales and operating profit of SEK 2.7 M and SEK 1.6 M (of which SEK 1.2 M are classified as change related).

The company is engaged in affiliate marketing and strengthens Tradedoubler's current position on the French market.

Goodwill in the Group increased by SEK 22.8 M related to this acquisition.

Tradedoubler's chairman of the board who hold an indirect minority share in R-Advertising has not participated in decisions regarding the investment.

Preliminary Purchase price allocation: SEK 000s
Initial Purchase price for 60% 4,078
Estimated contingent additional purchase price 15,351
Fair value of previous acquired 40% 0
Total Purchase price 19,429
Fair value of identifiable assets and liabilities
Fixed assets 583
Accounts receivables 10,394
Other current receivables 3,779
Cash and cash equivalent 3,847
Current Liabilities -22,420
Fair value of identifiable assets and liabilities -3,818
Goodwill 23,247
Total Purchase price 19,429
Cashflow effect
Total Purchase price 19,429
of which paid with own shares -4,078
of which estimated contingent additional purchase price -15,351
Cash and cash equivalent in aquired company 3,750
Total cashflow effect 3,750

MISCELLANEOUS

Significant events after the balance sheet date No significant events have occurred after the end of the reporting period.

Accounting policies

This interim report is prepared in accordance with IAS 34, interim financial reporting and the Swedish annual accounts act. Except the decrease in the bond loan the nature of financial assets and liabilities is essentially the same as at 31 December 2015. The carrying values are the same as the fair values with the exception of the bond loan which fair value according to level 2 amounts to SEK 94 M (based on liquid trading price) compared to the carrying amount of SEK 194 M. No new or amended standards have been applied in 2016. For information on the accounting policies applied, see the 2015 annual report.

The share

The total number of shares at the end of the fourth quarter 2016 was 45,927,449 (45,927,449), of which 2,855,554 (3,595,000) were in own custody after use of own shares in the acquisition of R-Advertising. In December the 3,120,000 Cshares were converted to ordinary shares. The average number of outstanding shares during 2016 was 42,373,529 (42,332,449).

Earnings per share, before and after dilution, amounted to SEK -1.18 (-4.48) during 2016 and to SEK -0.38 (-3.33) during the fourth quarter. Equity per share amounted to SEK 4.50 (5.40) at the end of 2016.

The share price closed at SEK 4.85 on the final trading day of the fourth quarter 2016, which was lower than at year-end 2015 when the share price closed at SEK 5.55.

Long term financial targets

The company's long term financial targets, adopted by the board of directors, are to grow net sales in excess of 5 per cent annually in local currency and deliver an EBITDA/Gross profitratio in excess of 20 per cent over a business cycle.

Annual report

The annual report 2016 will be available on Tradedoubler´s website from 13 April 2017. Shareholders who would like to receive the annual report by post are requested to contact Tradedoubler at [email protected] or by telephone +46 8 405 08 00.

Financial information

Interim report Jan-Mar 2017 4 May 2017 Interim report Jan-Jun 2017 30 August 2017 Interim report Jan-Sep 2017 7 November 2017 Year-end report 2017 6 February 2018

Contact information

Matthias Stadelmeyer, President and CEO, telephone +46 8 405 08 00 Viktor Wågström, interim CFO, telephone +46 8 405 08 00 E-mail: [email protected]

English version

Both an English version and a Swedish version of this report have been prepared. In the event of a difference between the two reports, the Swedish version shall prevail.

Other

Tradedoubler discloses the information provided herein pursuant to the EU Market Abuse Regulation and the Swedish Securities Markets Act. The information was released for publication on 2 February 2017 at 08.00 a.m. CET. Numerical data in brackets refers to the corresponding periods in 2015 unless otherwise stated. Rounding off differences may arise.

Review

This interim report has not been reviewed by the company's auditor Ernst & Young AB.

The Board of Directors' declaration

The Board of Directors and the CEO declare that the year-end report for the period January to December 2016 provides a true and fair overview of the Parent Company's and the Group's operations, financial position and results of operations as well as describing the material risks and uncertainties facing the Parent Company and other companies in the Group.

Stockholm, 2 February 2017

Pascal Chevalier Gautier Normand Chairman Board member

Jérémy Parola Erik Siekmann Board member Board member

Nils Carlsson Matthias Stadelmeyer Board member President and CEO

Consolidated income statement

Oct-Dec Oct-Dec Full year Full year
SEK 000s 2016 2015 2016 2015
Net Sales 346,128 400,041 1,343,994 1,624,264
Cost of goods sold -265,049 -315,275 -1,041,753 -1,292,420
Gross profit 81,079 84,767 302,241 331,844
Selling expenses -57,996 -60,240 -210,397 -218,951
Administrative expenses -22,573 -32,214 -86,379 -118,313
Development expenses -33,830 -28,016 -56,736 -68,242
Writedown goodwill - -71,725 - -71,725
Operating profit -33,320 -107,428 -51,271 -145,387
Net financial items 22,427 -4,294 8,614 -18,663
Profit before tax -10,893 -111,722 -42,657 -164,049
Tax -5,208 -29,054 -7,434 -25,776
Net Profit -16,101 -140,776 -50,091 -189,826

All earnings accrue to the parent company's shareholders.

Consolidated statement of comprehensive income

Oct-Dec Oct-Dec Full year Full year
SEK 000s 2016 2015 2016 2015
Profit for the period, after tax -16,101 -140,776 -50,091 -189,826
Other comprehensive income
Items that subsequently will be reversed in the income statement
Translation difference, net after tax -1,911 -9,091 3,965 -3,114
Total comprehensive income for the period, after tax -18,012 -149,867 -46,126 -192,940
Comprehensive income attributable to:
Parent company shareholders -18,012 -149,867 -46,126 -192,940

Earnings per share

Oct-Dec Oct-Dec Full year Full year
SEK 2016 2015 2016 2015
Earnings per share -0.38 -3.33 -1.18 -4.48
Number of Shares
Weighted average 42,496,770 42,332,449 42,373,529 42,332,449
The earnings per share above apply before and after dilution.

Key ratios - Group

Oct-Dec Oct-Dec Full year Full year
2016 2015 2016 2015
Gross profit (GP) / revenue (%) 23.4 21.2 22.5 20.4
EBITDA / revenue (%) -0.6 -4.1 -0.5 -2.2
EBITDA / gross profit (GP) (%) -2.7 -19.6 -2.0 -10.9
Equity/assets ratio (%) 23.7 23.4 23.7 23.4
Return on equity (12 months) (%) -22.0 -55.1 -22.0 -55.1
Average number of employees 313 361 336 355
Return on Capital Employed (12 months) (%) -5.4 -23.7 -5.4 -23.7
Working Capital end of period (SEK M) -162 -199 -162 -199
Cash flow from operating activities per share, SEK 0.5 1.3 -1.5 0.5
Equity per share, SEK 4.5 5.4 4.5 5.4
Stock price at the end of the period, SEK 4.9 5.6 4.9 5.6

Consolidated statement of financial position

31 Dec 31 Dec
SEK 000s 2016 2015
Assets
Non-current assets
Goodwill 273,073 246,140
Intangible fixed assets 52,226 61,170
Tangible fixed assets 6,185 6,231
Other non-current receivables 4,882 5,341
Shares and participation in other companies 11,128 -
Deferred tax assets 19,143 21,558
Total non-current assets 366,636 340,441
Accounts receivable 260,902 335,538
Tax assets 7,733 11,843
Other current receivables 25,215 28,059
Short term investments 40,622 93,641
Cash & cash equivalents 169,198 252,886
Total current assets 503,671 721,967
Total assets 870,306 1,062,408
Shareholders' equity and liabilities
Shareholders' equity 206,529 247,931
Deferred tax liabilities 711 1,281
Other provisions 930 1,179
Bond loan 193,856 246,766
Contingent additional purchase price long term 12,437 -
Total non-current liabilities 207,934 249,226
Accounts payable 22,638 14,466
Current liabilities to publishers 250,318 302,350
Tax liabilities 4,606 2,303
Contingent additional purchase price short term 2,914 -
Other current liabilities 175,368 246,131
Total current liabilities 455,843 565,250
Total shareholder´s equity and liabilities 870,306 1,062,408

Consolidated statement of changes in equity

Oct-Dec Oct-Dec Full year Full year
SEK 000s 2016 2015 2016 2015
Opening balance 220,420 398,269 247,931 441,341
Total comprehensive income for the period -18,012 -149,868 -46,126 -192,940
Equity-settled share-based payments 43 -470 645 -470
Decrease of shares in own custody 4,078 - 4,078 -
Repurchase of shares - - - -1,248
New share issue - - - 1,248
Closing balance 206,529 247,931 206,529 247,931

All capital accrues to the parent company's shareholders.

Consolidated statement of cash flows

Oct-Dec Oct-Dec Full year Full year
SEK 000s 2016 2015 2016 2015
Operating activities
Profit before tax -10,908 -111,722 -42,657 -164,049
Adjustments for items not included in cashflow 14,904 112,065 22,060 130,258
Income taxes paid/received -366 -1,964 1,710 -3,880
Cashflow from operating activities before changes in working capital 3,630 -1,622 -18,887 -37,671
Changes in working capital 16,195 57,891 -44,855 56,750
Cashflow from operating activities 19,825 56,269 -63,742 19,079
Investing activities
Investments in intangible assets -7,652 -13,836 -33,613 -37,936
Investments in tangible assets -894 -1,924 -2,132 -6,122
Investments in financial assets 525 5 -10,799 193
Aquisition and disposal of subsidiaries 3,750 - 3,750 -2,843
Short term investments - - - -31,518
Sale of short term investments 180 4,175 51,935 199,356
Cashflow from investing activities -4,092 -11,580 9,141 121,130
Financing activities
New share issues - - - 1,248
Repurchase of own shares - - - -1,248
Repurchase of own bond -28,552 - -28,552 -
Cashflow from financing activities -28,552 0 -28,552 0
Cashflow for the period -12,818 44,689 -83,153 140,208
Cash and cash equivalents
On the opening date 182,904 209,112 252,886 116,747
Translation difference in cash and cash equivalents -887 -916 -536 -4,070
Cash and cash equivalents on the closing date 169,198 252,886 169,198 252,886
Adjustments for non-cash items
Depreciation and impairment 31,118 90,837 45,102 109,261
Other -16,214 21,228 -23,042 20,997
Total non-cash items 14,904 112,065 22,060 130,258

Income statement – Parent company

Oct-Dec Oct-Dec Full year Full year
SEK 000s 2016 2015 2016 2015
Net Sales 13,580 7,696 69,762 88,649
Cost of goods sold -2,466 -1,270 -7,144 -5,665
Gross profit 11,114 6,426 62,618 82,984
Selling expenses -95 -243 -421 -254
Administrative expenses -22,069 -29,537 -80,928 -100,331
Development expenses -31,284 -22,617 -46,970 -51,823
Operating profit -42,333 -45,972 -65,702 -69,424
Net financial items 25,670 -14,020 23,227 39,165
Profit before tax -16,664 -59,992 -42,475 -30,259
Tax -190 -25,557 -190 -23,888
Net profit -16,853 -85,549 -42,664 -54,147

Balance sheet – Parent company

31 Dec 31 Dec
SEK 000s 2016 2015
Assets
Intangible assets 52,327 61,170
Equipment, tools, fixtures and fittings 2,251 467
Participation in group companies 189,263 158,700
Deferred tax assets 14,033 14,223
Total non-current assets 257,874 234,560
Accounts receivable 3,230 5,892
Receivables from Group companies 71,476 57,753
Tax assets 1,014 1,014
Other current receivables 6,892 9,251
Short term investments 40,622 93,641
Cash & cash equivalents 123,676 182,258
Total current assets 246,910 349,810
Total assets 504,783 584,370
Shareholders' equity and liabilities
Shareholders equity 93,802 131,744
Bond loan 193,856 246,766
Contingent additional purchase price long term 12,437 -
Total non-current liabilities 206,293 246,766
Accounts payable 12,744 6,434
Liabilities to Group companies 108,546 116,534
Contingent additional purchase price short term 2,914 -
Other liabilities 80,485 82,892
Total current liabilities 204,688 205,859
Total shareholder´s equity and liabilities 504,783 584,370

Quarterly summary

Consolidated income statement

Oct-Dec Jul-Sep Apr-Jun Jan-Mar Oct-Dec Jul-Sep Apr-Jun Jan-Mar
SEK 000s 2016 2016 2016 2016 2015 2015 2015 2015
Net Sales 346,128 303,811 321,732 372,323 400,041 378,239 413,958 432,025
Cost of goods sold -265,049 -233,990 -251,042 -291,673 -315,275 -299,270 -335,850 -342,025
Gross profit 81,079 69,821 70,690 80,650 84,767 78,969 78,108 90,000
Total costs -114,399 -70,795 -77,692 -90,626 -192,195 -87,822 -97,421 -99,793
Operating profit -33,320 -974 -7,001 -9,976 -107,428 -8,853 -19,312 -9,793
Net financial items 22,427 -4,271 -4,441 -5,101 -4,294 -5,559 -6,724 -2,086
Profit before tax -10,893 -5,245 -11,442 -15,078 -111,722 -14,412 -26,036 -11,879
Tax -5,208 -955 410 -1,680 -29,054 -2,665 3,992 1,950
Net profit -16,101 -6,199 -11,032 -16,758 -140,776 -17,077 -22,044 -9,929

Consolidated statement of financial position

31 Dec 30 Sep 30 Jun 31 Mar 31 Dec 30 Sep 30 Jun 31 Mar
SEK 000s 2016 2016 2016 2016 2015 2015 2015 2015
Assets
Intangible fixed assets 325,298 326,671 317,975 312,103 307,310 393,407 388,545 388,234
Other fixed assets 41,337 42,800 41,919 31,277 33,130 59,911 68,703 65,335
Current receivables 293,851 295,296 284,780 296,718 375,440 363,608 433,488 416,195
Short term investments 40,622 40,783 68,688 91,817 93,641 101,223 105,097 200,357
Cash & cash equivalents 169,198 182,904 158,002 230,228 252,886 209,112 218,200 165,078
Total assets 870,306 888,453 871,364 962,143 1,062,408 1,127,261 1,214,034 1,235,199
Shareholders' equity and liabilities
Shareholders' equity 206,529 220,420 221,580 230,055 247,931 398,269 411,462 434,092
Long-term non-interest bearing debt 14,078 1,873 1,765 1,854 2,460 1,111 8,124 8,431
Long-term interest bearing debt 193,856 247,584 247,311 247,039 246,766 246,494 246,221 245,949
Current non-interest bearing debt 455,843 418,577 400,708 483,195 565,250 481,388 548,227 546,727
Total shareholder´s equity and
liabilities 870,306 888,453 871,364 962,143 1,062,408 1,127,261 1,214,034 1,235,199

Consolidated statement of cash flows

Oct-Dec Jul-Sep Apr-Jun Jan-Mar Oct-Dec Jul-Sep Apr-Jun Jan-Mar
SEK 000s 2016 2016 2016 2016 2015 2015 2015 2015
Operating activities
Profit before tax -10,908 -5,230 -11,442 -15,078 -111,722 -14,412 -26,036 -11,879
Adjustments for items not included in
cash flow
14,904 368 4,957 1,831 112,065 1,721 12,163 4,310
Tax paid -366 -1,000 2,006 1,070 -1,964 -2,010 87 8
Cash flow from changes in working
capital
16,195 10,971 -71,825 -195 57,891 7,963 -18,253 9,150
Cash flow from operating activities 19,825 5,108 -76,304 -12,372 56,269 -6,739 -32,040 1,589
Cash flow from investing activities -4,092 18,939 3,731 -9,437 -11,580 714 86,224 45,772
Cash flow from financing activities -28,552 0 0 0 0 0 0 0
Cash flow for the period -12,818 24,048 -72,574 -21,809 44,689 -6,025 54,184 47,360
Cash and cash equivalents
On the opening date 182,904 158,002 230,228 252,886 209,112 218,204 165,079 116,748
Translation difference -887 854 347 -849 -916 -3,067 -1,059 971
Cash and cash equivalents on the
closing date
169,198 182,904 158,002 230,228 252,886 209,112 218,204 165,079

Key ratios - Group

Oct-Dec Jul-Sep Apr-Jun Jan-Mar Oct-Dec Jul-Sep Apr-Jun Jan-Mar
2016 2016 2016 2016 2015 2015 2015 2015
Gross profit (GP) / revenue (%) 23.4 23.0 22.0 21.7 21.2 20.9 18.9 20.8
EBITDA / revenue (%) -0.6 1.2 -0.7 -1.4 -4.1 -0.8 -3.1 -0.8
EBITDA / gross profit (GP) (%) -2.7 5.2 -3.2 -6.6 -19.6 -3.8 -16.7 -3.9
Equity/assets ratio (%) 23.7 24.9 25.5 23.9 23.4 35.5 34.0 35.3
Return on equity last 12 months (%) -22.0 -56.5 -58.7 -59.2 -55.1 -27.6 -22.5 -20.4
Average number of employees 313 330 342 359 361 352 360 346
Return on Capital Employed last 12
months (%)
-5.4 -22.2 -23.2 -24.8 -23.7 -14.9 -11.7 -10.3
Working capital at the end of the
period (SEK M)
-162 -130 -122 -193 -199 -127 -124 -144
Cash flow from operating activities
per share, SEK
0.5 0.1 -1.8 -0.3 1.3 -0.2 -0.8 0.0
Equity per share, SEK 4.5 4.8 4.8 5.0 5.4 8.7 9.7 10.3
Stock price at the end of the period,
SEK
4.9 5.5 6.3 5.5 5.6 6.9 7.1 7.6

Segments

Oct-Dec Jul-Sep Apr-Jun Jan-Mar Oct-Dec Jul-Sep Apr-Jun Jan-Mar
SEK M 2016 2016 2016 2016 2015 2015 2015 2015
DACH
Net sales 47.5 43.1 44.8 50.5 53.9 44.9 50.6 50.5
EBITDA 1.0 3.4 2.3 4.3 4.4 2.0 3.5 3.8
France & Benelux
Net sales 77.8 64.6 68.6 83.8 78.5 77.1 79.4 101.8
EBITDA 1.1 0.2 0.0 2.3 0.5 3.4 1.5 3.3
Nordics
Net sales 89.3 70.5 68.5 79.5 84.8 77.8 74.2 79.1
EBITDA 6.6 6.2 5.1 5.2 8.1 7.6 7.1 5.0
South
Net sales 36.3 36.2 33.0 36.3 37.9 42.8 44.0 44.1
EBITDA 2.2 4.2 2.2 3.7 1.0 4.2 4.4 3.3
UK & Ireland
Net sales 81.0 77.5 93.3 105.5 127.0 118.6 151.0 134.0
EBITDA 0.5 3.1 2.7 5.4 6.4 5.4 7.0 5.7
TD CONNECT
Net sales 10.2 9.1 9.7 12.1 12.1 12.8 8.0 16.8
EBITDA 6.2 5.6 5.0 5.5 2.5 5.9 1.2 6.6
Other
Net sales 4.1 2.8 3.8 4.7 5.9 4.1 6.7 5.8
EBITDA 0.6 0.4 0.7 0.8 0.6 1.4 2.7 0.5
Group management & support functions
Net sales - - - - - - - -
EBITDA -20.4 -19.5 -20.4 -32.5 -40.1 -32.9 -40.4 -31.6
Total
Net sales 346.1 303.8 321.7 372.3 400.0 378.2 414.0 432.0
EBITDA -2.2 3.6 -2.3 -5.3 -16.6 -3.0 -13.0 -3.5

Key ratios

Tradedoubler uses the key ratios of capital employed and solidity to enable the reader to assess the possibility of dividend, implementation of strategic investments and the group's ability to meet financial commitments. Further, Tradedoubler use the key ratio EBITDA excluding change related items for investors to be able to understand the underlying business performance.

DEFINITIONS

Capital employed

Total assets less current and long-term noninterest-bearing liabilities, including deferred tax liabilities.

EBITDA

EBITDA is revenue before tax, net financial items and depreciation/amortization and impairment.

EBITDA-margin

EBITDA as a percentage of revenue. Equity/assets ratio - Shareholders' equity as a percentage of total assets.

Net margin

Profit after tax as a percentage of sales.

Operating margin

Operating profit as a percentage of revenue.

Percentage of risk-bearing capital

Total of shareholders' equity, minority interests, shareholder loans and deferred tax liabilities divided by total assets.

Return on shareholders' equity

Revenue for the period as a percentage of the average shareholders' equity, calculated as open and closing shareholders' equity divided by two.

Return on capital employed

Operating profit plus interest income as a percentage of average capital employed, calculated- as opening and closing capital employed divided by two.

Revenue per share

Revenue of the year divided by the average number of shares.

Revenue per share before and after dilution

Revenue of the year divided by the average number of shares after full dilution.

Solidity

Total equity as a percentage of total assets.

Working capital

Total current assets less cash and cash equivalents, short term investments and total current liabilities.

Change related items

The purpose of disclosing change related items separately is to make it easier for the reader to understand the underlying year-onyear development.

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