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artnet AG — Interim / Quarterly Report 2013
May 15, 2013
37_10-q_2013-05-15_5b1b5315-8e16-441c-ac8a-22236222497b.pdf
Interim / Quarterly Report
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Interim Group Management Report First Quarter 2013
Table of Contents
| 3 | artnet AG Interim Group Management Report First Quarter 2013 For the Three Months Ended March 31, 2013 |
|---|---|
| 8 | artnet AG Consolidated Balance Sheet As of March 31, 2013 and December 31, 2012 |
| 9 | artnet AG Consolidated Statement of Comprehensive Income For the Three Months Ended March 31, 2013 and 2012 |
| 10 | artnet AG Statement of Changes in Consolidated Equity (USD) For the Three Months Ended March 31, 2013 and 2012 |
| 10 | artnet AG Statement of Changes in Consolidated Equity (EUR) For the Three Months Ended March 31, 2013 and 2012 |
| 12 | Notes to the Interim Consolidated Financial Statements For the Three Months Ended March 31, 2013 |
| 18 | Authorities, Offices Investor Relations, Information on artnet Stock |
artnet AG Interim Group Management Report For the Three Months Ended March 31, 2013
Business Development
Overview of the Business Development for the Three Months Ended March 31, 2013
During the three months ended March 31, 2013, the Group's revenue decreased by 8.2%, from 3,522,000 EUR in 2012 to 3,234,000 EUR. In US dollars, the revenue decreased by 7.5%, from 4,616,000 USD to 4,271,000 USD.
The buyer and seller premiums of artnet Auctions have increased by an average of 17% to 23%, when compared to the previous year. However, the number of lots sold declined to 463, compared to 502 in first three months of 2012, and the average price of each auction lot decreased significantly. As a result, revenue of the first quarter of 2013 decreased in euros by 28.1% (27.5% in US dollars) from 735,000 EUR (963,000 USD) to 528,000 EUR (698,000 USD). Due to the topic-specific auctions with a targetoriented selection of artworks, artnet expects that the auction specialists will achieve an even broader clientele of art buyers and sellers, and lay the foundation for future growth.
Revenue from artnet Galleries fell in the first quarter due to a declining number of memberships compared to the same period last year in euros by 4.2% (3.5% in US dollars) to 1,186,000 EUR (1,565,000 USD). The newly introduced price model was able to only partially compensate for the declining number of memberships.
The artnet Price Database revenue increased by 18,000 EUR (36,000 USD), or 1.5% (2.2% in US dollars), similar to the prior year.
artnet Advertising revenue posted a decline in sales by 15.9% in euros (15.3% in US dollars) or a drop of 48,000 EUR (60,000 USD) in 2012 to 254,000 EUR (335,000 USD) in 2013. In 2012, artnet started to reorganize the sales structure, which initially led to a reduction in advertising revenue. The strategic realignment of
the sales team and collaboration with new sales partners are already proving to be successful. Due to the development of new marketing packages, it will be possible to respond to customer needs more flexibly in the future. As a result of these measures, artnet expects an increase in revenue over the coming months.
Results of Operations, Financial Position, and Net Assets
Result of Operations
The results from continued operations decreased by 137,000 EUR (180,000 USD), from 90,000 EUR (118,000 USD) in 2012 to -47,000 EUR (-62,000 USD) in the same period in 2013. This is particularly due to the decline in sales in comparison to the same quarter of the prior year of 288,000 EUR (345,000 USD) in total. Revenue for artnet Auctions has decreased by 206,000 EUR (265,000 USD). Only the artnet Price Database had increased sales revenues.
The operating expenses, including the cost of sales, have been reduced by 151,000 EUR (166,000 USD), when compared to the first quarter of 2012. Personnel costs for product development have decreased; on the other hand, legal and consulting costs have increased.
In the coming months, artnet will focus on increasing the revenues for artnet Auctions and on marketing the new product, artnet Analytics. Product improvements and targeted sales activities should increase the numbers of gallery memberships, and as a consequence the earnings of artnet Galleries. A number of marketing measures, which both promote the perception of the brand artnet and specific products, are expected to positively affect the revenue growth. artnet's collaboration with new sales partners and other corporations has already begun to show the desired results.
The consolidated result of the first quarter, including discontinued operations, increased by 7,000 EUR (8,000 USD), from -85,000 EUR (-112,000 USD) in the previous year to -78,000 EUR (103,000 USD) in the year 2013. In addition to the decline in revenues, the drop in earnings was influenced by other expenses and income. In the first quarter, there was a reduction in operating results of -23,000 EUR (-30,000 USD). In the quarter of the previous year, the result was influenced by currency translation totaling 70,000 EUR (91,000 USD).
Basic and diluted earnings per share were -0.01 EUR (-0.02 USD), compared to -0.02 EUR (-0.02 USD) in the same period in the previous year.
Currency Conversion
Currency conversion in the consolidated statement of comprehensive income is based on the average exchange rate for the period ended March 31, 2013 and 2012, respectively. For the first quarter in 2013, the average rate was 0.757 euros/US dollars, compared to 0.763 euros/US dollars for the first quarter in 2012. Currency conversion for the balance sheet is based on the exchange rate at the end of the period. As of March 31, 2013, the rate was 0.780 euros/US dollars, compared to 0.757 euros/ US dollars on December 31, 2012, representing a 3% increase.
artnet is subject to exchange rate fluctuations because it invoices in euros, US dollars, and British pounds, but conducts most of its business in the United States. The Group works to reduce its exposure to exchange rate differences by billing European customers in euros and British customers in British pounds, and by paying vendors in the same currency with these cash funds.
Financial Position
TAccording to the decline in earnings of the first quarter of 2013, the Group's operating cash flow has decreased. Operating cash flow of continued operations was -189,000 EUR in the first quarter 2013, as compared to 176,000 EUR as of March 31, 2012. In total, the cash flow from operating activities has increased by 76,000 EUR, when compared to the previous year.
Group investing cash flow was -76,000 EUR in the first quarter of 2013, as compared to -336,000 EUR in the previous year. Last year's investing cash flow was affected by investments made in computers and hardware, fixtures and furniture, and leasehold improvements.
The cash flow for financing activities was 447,000 EUR as of March 31, 2013, and -20,000 EUR as of March 31, 2012. This cash inflow was essentially generated by a loan granted by the main shareholder in the amount of 500,000 EUR and the payments for the redemption of liabilities from finance leases for office fittings, hardware, and software that were entered into between 2009 and 2012.
In total, the cash balance increased from 753,000 EUR (995,000 USD) on December 31, 2012 to 933,000 EUR (1,196,000 USD) on March 31, 2013. This increase in the amount of 177,000 EUR (198,000 USD) is a result of the loan granted by a shareholder in March 2013. The cash flow from financing activities was positive, in contrast to the negative cash flow of investing activities and operating activities.
The cash investment policy for the Group is conservative and based on short-term investments. This policy allows all cash to be liquid and available. Based on the average outstanding shares of 5,552,986, liquidity per share was 0.17 EUR (0.22 USD) on March 31, 2013, compared to 0.14 EUR (0.18 USD) on December 31, 2012.
Asset Position
The balance sheet total was 6,423,000 EUR (8,235,000 USD) on March 31, 2013, compared to 6,009,000 EUR (7,944,000 USD) on December 31, 2012, representing a increase in euros of 6.8% (in US dollars of 3.7%).
Trade accounts receivable increased, compared to December 31, 2012, by 79,000 EUR (65,000 USD) to 1,003,000 EUR (1,286,000 USD).
Fixed assets increased by 139,000 EUR (97,000 USD) to 2,184,000 EUR (2,799,000 USD). The scheduled depreciation and amortization was offset by development costs for the redesign of the website and purchase of necessary software renewals.
Total current liabilities decreased by 78,000 EUR (222,000 USD), from 3,072,000 EUR (4,060,000 USD) as of December 31, 2012, to 2,993,000 EUR (3,838,000 USD) as of December 31, 2013. The primary decrease was in repayment of deferred liabilities as of
December 2012. Due to the conclusion of finance leases for new software, and to the increase in trade payables as a result of the exploitation of payment targets, the decrease in current liabilities has been less substantial.
Long-term liabilities represent the loan granted by the main shareholder as of March 31, 2013, the repayment of the financial lease, and the results of rent-free periods of the lease contract for the new office, which was concluded in the previous year.
The Group's consolidated equity was 2,343,000 EUR (3,004,000 USD) on March 31, 2013, compared to 2,368,000 EUR (3,131,000 USD) on December 31, 2012.
The artnet Price Database Fine Art and Design constitutes an intangible asset that has been developed by gathering auction information over the last 20 years. This valuable asset to the Group has not been attributed full earning recognition on the balance sheet due to accounting rules. Balance sheet assets would be substantially increased if this recognition were allowed by law.
Employees
On March 31, 2013, there were 116 full-time employees, as compared with 121 in the first quarter of 2012. Additionally, the Group employed 9 part-time employees as of March 31, 2012, as compared to 18 in the previous year's quarter, and 9 sales and other consultants, compared to 11 in the first quarter ended March 31, 2012.
General Information and Business Activities
artnet AG is a holding company listed on the "Geregelten Markt" in the Prime Standard segment at the Frankfurt Stock Exchange. artnet AG's principal holding is its wholly owned subsidiary, Artnet Worldwide Corporation, a New York corporation founded in 1989. artnet AG ("artnet" or "the Company") and Artnet Worldwide Corporation ("Artnet Corp.," collectively "the artnet Group or the Group") operate under the trade name "artnet."
Artnet Corp. has two wholly-owned subsidiaries: artnet UK and artnet France sarl. artnet UK Ltd. provides sales and client support in the United Kingdom. As part of the restructuring, the closing of the Paris office was resolved in June 2012.
With a first quarter of 2013 average of 1.3 million monthly unique visitors on its three domains, artnet.com, artnet.de, and artnet. fr, artnet offers the world's most comprehensive art market overview, enabling collectors and art professionals to better navigate the art market by providing timely information about artwork, artists, galleries, price developments, exhibitions, news, and reviews.
As of March 31, 2013, artnet Galleries represents 1,700 of the world's most prestigious art galleries and auction houses from 60 countries. Members of artnet Galleries are indexed by specialty and location, and represent an aggregate 170,000 works in inventory from 35,000 artists. Besides all forms of Contemporary, Modern, and Fine Art, artnet Galleries also offers Decorative Art and Design objects from the 1st century BC to the present. With artnet Auction House Partnerships, auction houses have the flexibility to post complete or partial sales on artnet, with the option of linking every lot on artnet back to the same lot in their own online catalogue. All lots are linked to artnet's upcoming auctions calendar and ranked high in artnet and Google search results. artnet Auction House Partnerships provide reporting and direct traffic from artnet to the auction house website.
The artnet Price Database is an updated archive of over eight million illustrated auction records from over 1,400 of the world's top auction houses, giving price transparency to an otherwise secretive market. Subscribers to the artnet Price Database Fine Art and Design and the artnet Price Database Decorative Art receive access to current results as well as auction results dating back to 1985, and with that, the most up-to-date and impartial appraisal value for artworks they would like to buy or sell. The artnet Price Database is widely subscribed to by appraisers, dealers, auctioneers, and financiers, as well as by private and government institutions, including the IRS and the FBI. Most importantly, it provides an illustrated "blue book" for
private collectors with which to appraise the works they own, and measure opportunities at upcoming auctions or on the dealer market. Dealers and auctioneers also use comparable sales from the artnet Price Database to support the valuation and sale of important works of art.
A derivative of the artnet Price Database is artnet Market Alert, which informs subscribers by email when artworks by artists they selected come up at auction, or when they are offered in artnet Galleries or on artnet Auctions.
artnet Analytics, which was launched in May 2012, is the first art index that allows one to value the market performance of artists, custom groups of artworks, and art categories, such as Asian Art or Modern Art. The market performance can also be compared to financial indices such as the Dow Jones or S&P 500. This product for analyzing the art market provides its users with reports for over 800 artists and around 46,000 groups of comparable artworks.
With artnet Auctions, artnet has become a business-to-customer transaction platform with an integrated information resource. The main advantages for buyers and sellers on artnet Auctions are the attractive pricing and the fast turnaround, which can be finalized in a few weeks, compared to the six months or a year required by brick-and-mortar art auctioneers. artnet Auctions routinely sees works by blue-chip Modern and Contemporary artists sell in the five- and six-figure range.
artnet Monographs is an online art library developed in close collaboration with artists, estates, foundations, and galleries. This growing resource of Modern and Contemporary artists' monographs features comprehensive artwork selections and 148 biographies. artnet Monographs can be viewed free of charge on the artnet website.
Subsequent Events
No reportable events of significant importance have occurred after the balance sheet date.
Risks of the Future Development
artnet holds the view that the risk structure has not changed since December 31, 2012.
Outlook
After a challenging 2012, marked by continued economic uncertainty and a significant restructuring of our business, we are excited to report that the efforts of all artnet employees are beginning to bear fruit. After stabilizing our business, the strategy we put in place for a gradual return to healthy profitability in 2013 is beginning to be vindicated by the results of this year's first quarter.
While our industry has always been dynamic, our numbers attest to our continued leadership position, with the sales at our online auctions outstripping that of any competitor dedicated to online auctions for instance. The breadth of our product offering is unmatched, as are several of our competitive advantages. This should enable us to not only solidify our number one position, but even to expand it over time.
As we continue our drive to move the company forward, we will begin the relaunch of our website, which will include an optimized information architecture and enhanced search functionality. Design and programming are progressing as planned.
We hear expressions of interest from potential large investors on a very regular basis. Since our business is established and self-sustaining, our guiding principle in considering any such approaches is to assess these investors' alignment with the vision for the future growth of the company, and any potential synergy benefits, carefully considering whether any such investment would bring and generate meaningful additional value that we could not generate on our own.
artnet Galleries
The many challenges faced, especially by small and mid size galleries have taken their toll on our gallery network, as many struggle to operate profitably, and as a result had to cut costs. Galleries still are the essential lynchpin of the art world, especially through their unsurpassed inventory and knowledge. Through our network, unique in its scale, the place of galleries in the art market is individually and collectively enhanced. We strive to continuously provide greater value to galleries, and to enhance the range of lead-generating products at their disposal. As a result, we see a positive trend in our memberships again. We expect this positive trend to continue, especially as the market is moving more and more online.
artnet Price Database
Widely regarded as the industry's standard, our artnet Price Database is performing well, and revenue is increasing. With new features, ever greater coverage, and an optimized pricing structure, we anticipate continued growth for this business. Awareness and adoption of our latest product, artnet Analytics Reports, are growing slowly but steadily, and our sales team will be looking to expand the reach of this unique, powerful product through the year. However, the costs of introducing this new product to the market is still affecting the Price Database revenue overall.
artnet Auctions
Our plan to grow the auctions this year heavily relies on a large number of themed auctions, which have proven to be a powerful tool to generate both consignments and sales. We expect to more than double the number of themed auctions we hold this year versus 2012. Online auctions are still relatively new, with sales volume fluctuating accordingly. We plan to ramp up the frequency of these themed auctions, with more than 20 scheduled for the second quarter of this year alone. We anticipate that we will reach a healthy growth rate again, building on more auctions, a bigger and more diversified global network of buyers and sellers, and our unique ability, as the leader of this market, to capitalize on the inexorable growth of the volume of online transactions, as an increasing number
of art buyers become very comfortable with the process. We are the clear leader in terms of actual sales, an important advantage in establishing confidence and gradually increasing both the sales volume as well as the average lot value.
artnet Advertising
The period of change we went through, with significant turnover in personnel, clearly had a detrimental impact on our advertising revenue pipeline. But we believe we now have the expanded team and the rigorous processes in place to address and fix the difficulties we have encountered in this product line, and we are optimistic that we can continue to move these numbers in the right direction.
China
The reputation of our products is strong in the Chinese market, and we are carefully studying how to capitalize on that to generate revenue—in a profitable way. We are very engaged with many key art world players in the country, and the reception we receive is uniformly enthusiastic. artnet is already well-known in this region with an excellent reputation, and we strongly believe in the long-term potential for the company. We are actively building the relationships that will enable us in due course to scale up our business profitably in this promising corner of the art world.
Over the past months, artnet has focused on maintaining its position as a leader in the art world, and the newly established Management team has shown its commitment to the company's vision for the future.
Berlin, May 13, 2013
Jacob Pabst Chairman and CEO of artnet AG
artnet AG Consolidated Balance Sheet
As of March 31, 2013 and December 31, 2012
| 3/31/13 USD |
12/31/12 USD |
3/31/13 EUR |
12/31/12 EUR |
|
|---|---|---|---|---|
| ASSETS | ||||
| CURRENT ASSETS | ||||
| Cash and cash equivalents | 1,192,276 | 994,773 | 929,975 | 752,546 |
| Trade receivables | 1,286,013 | 1,221,058 | 1,003,090 | 923,730 |
| Other current assets | 664,770 | 737,968 | 518,521 | 558,273 |
| Total current assets | 3,143,059 | 2,953,799 | 2,451,586 | 2,234,549 |
| NON-CURRENT ASSETS | ||||
| Property, plants, and equipment | 1,275,010 | 1,374,634 | 994,508 | 1,039,911 |
| Intangible assets | 1,524,466 | 1,327,877 | 1,189,083 | 1,004,539 |
| Security deposit | 384,566 | 379,921 | 299,961 | 287,410 |
| Deferred tax assets | 1,907,577 | 1,907,577 | 1,487,910 | 1,443,082 |
| Total non-current assets | 5,091,619 | 4,990,009 | 3,971,462 | 3,774,942 |
| TOTAL ASSETS | 8,234,678 | 7,943,808 | 6,423,048 | 6,009,491 |
| EQUITY AND LIABILITIES | ||||
| CURRENT LIABILITIES Trade payables |
976,743 | 844,777 | 761,860 | 639,074 |
| Accrued expenses and other liabilities | 578,333 | 986,751 | 451,100 | 746,477 |
| Provisions | 164,770 | 170,041 | 128,521 | 128,636 |
| Liabilities from finance leases | 335,139 | 297,649 | 261,408 | 225,171 |
| Deferred revenue Total Current Liabilities |
1,782,756 3,837,741 |
1,760,941 4,060,159 |
1,390,550 2,993,439 |
1,332,152 3,071,510 |
| NON-CURRENT LIABILITIES | ||||
| Liabilities from loans | 640,828 | - | 500,000 | - |
| Office Rent Amort | 278,573 | 267,896 | 217,287 | 202,663 |
| Liabilities from finance leases | 473,115 | 484,933 | 369,030 | 366,852 |
| Total non-current liabilities | 1,392,516 | 752,829 | 1,086,317 | 569,515 |
| TOTAL LIABILITIES | 5,230,257 | 4,812,988 | 4,079,756 | 3,641,025 |
| SHAREHOLDERS' EQUITY | ||||
| Subscribed capital | 5,941,512 | 5,941,512 | 5,631,067 | 5,631,067 |
| Treasury stock | -269,241 | -269,241 | -264,425 | -264,425 |
| Retained earnings | 52,245,097 | 52,240,459 | 50,866,385 | 50,862,873 |
| Loss carry-forward Consolidated net income |
-54,925,977 -103,226 |
-51,784,190 -3,141,787 |
-53,909,439 -78,172 |
-51,482,744 -2,426,695 |
| Foreign currency translation | 116,256 | 144,067 | 97,876 | 48,390 |
| TOTAL SHAREHOLDERS' EQUITY | 3,004,421 | 3,130,820 | 2,343,292 | 2,368,466 |
| TOTAL LIABILITIES AND TOTAL SHAREHOLDERS' EQUITY | 8,234,678 | 7,943,808 | 6,423,048 | 6,009,491 |
artnet AG Consolidated Statement of Comprehensive Income
For the Three Months Ended March 31, 2013 and 2012
| 1/1/13 - 3/31/13 USD |
1/1/12 - 3/31/12 USD |
1/1/13 - 3/31/13 EUR |
1/1/12 - 3/31/12 EUR |
|
|---|---|---|---|---|
| Revenue | ||||
| artnet Galleries | 1,565,478 | 1,622,114 | 1,185,537 | 1,237,673 |
| artnet Price Database | 1,672,362 | 1,635,734 | 1,266,480 | 1,248,065 |
| artnet Auctions | 697,798 | 962,696 | 528,443 | 734,537 |
| artnet Advertising | 335,445 | 395,817 | 254,032 | 302,008 |
| Total revenue | 4,271,084 | 4,616,361 | 3,234,492 | 3,522,283 |
| Cost of sales | 1,921,004 | 1,957,536 | 1,454,776 | 1,493,600 |
| Gross profit | 2,350,080 | 2,658,825 | 1,779,716 | 2,028,683 |
| Other operating expenses | ||||
| Sales and marketing | 610,083 | 518,837 | 462,016 | 395,873 |
| General and administrative | 1,178,790 | 1,143,161 | 892,698 | 872,232 |
| Product development | 618,281 | 825,658 | 468,224 | 629,977 |
| Remuneration from stock options | 4,638 | 53,616 | 3,512 | 40,909 |
| Total other operating expenses | 2,411,792 | 2,541,272 | 1,826,450 | 1,938,991 |
| Operating income | -61,712 | 117,553 | -46,734 | 89,692 |
| Interest expenses | -8,599 | -6,569 | -6,512 | -5,012 |
| Interest income | 80 | - | 61 | - |
| Other {expenses}/income | -29,999 | 91,171 | -22,718 | 69,563 |
| Earnings before taxes | -100,230 | 202,155 | -75,903 | 154,243 |
| Income taxes | -2,996 | 27,786 | -2,269 | 21,200 |
| Continued Operations | -103,226 | 229,941 | -78,172 | 175,443 |
| Discontinued Operations | - | -341,586 | - | -260,630 |
| Group Profit or loss | -103,226 | -111,645 | -78,172 | -85,187 |
| Other earnings | ||||
| Differences from foreign currency translation | -27,811 | -74,927 | 49,486 | -193,874 |
| Total income for the period | -131,037 | -186,572 | -28,686 | -279,061 |
| Earnings per share | ||||
| Basic | -0.02 | -0.02 | -0.01 | -0.02 |
| Diluted | -0.02 | -0.02 | -0.01 | -0.02 |
| Earnings per share from continued operations | ||||
| Basic | -0.02 | 0.04 | -0.01 | 0.03 |
| Diluted | -0.02 | 0.04 | -0.01 | 0.03 |
| Earnings per share from disccontinued operations | ||||
| Basic | - | -0.06 | - | -0.05 |
| Diluted | - | -0.06 | - | -0.05 |
| Weighted average shares | ||||
| Basic | 5,552,986 | 5,552,986 | 5,552,986 | 5,552,986 |
| Diluted | 5,552,986 | 5,552,986 | 5,552,986 | 5,552,986 |
artnet AG Statement Of Changes In Consolidated Equity (USD)
For the Three Months Ended March 31, 2013 and 2012
| Subscribed capital | |||||||
|---|---|---|---|---|---|---|---|
| Issued shares | Amount | Treasury stock | Retained earnings |
Loss carry-forward |
Foreign currency translation |
Total | |
| Balance as of 12/31/2011 | 5,631,067 | 5,941,512 | -269,241 | 52,061,314 | -51,784,189 | 205,008 | 6,154,403 |
| Total income for the period | - | - | - | - | -111,645 | -74,927 | -186,572 |
| Remuneration from stock options | - | - | - | 53,616 | - | - | 53,616 |
| Balance as of 3/31/2012 | 5,631,067 | 5,941,512 | -269,241 | 52,114,930 | -51,895,834 | 130,081 | 6,021,447 |
| Balance as of 12/31/2012 | 5,631,067 | 5,941,512 | -269,241 | 52,240,459 | -54,925,977 | 144,067 | 3,130,820 |
| Total income for the period | - | - | - | - | -103,226 | -27,811 | -131,037 |
| Remuneration from stock options | - | - | - | 4,638 | - | - | 4,638 |
| Balance as of 3/31/2013 | 5,631,067 | 5,941,512 | -269,241 | 52,245,097 | -55,029,203 | 116,256 | 3,004,421 |
artnet AG Statement Of Changes In Consolidated Equity (EUR)
For the Three Months Ended March 31, 2013 and 2012
| Subscribed capital | |||||||
|---|---|---|---|---|---|---|---|
| Issued shares | Amount | Treasury stock | Retained earnings |
Loss carry-forward |
Foreign currency translation |
Total | |
| Balance as of 12/31/2011 | 5,631,067 | 5,631,067 | -264,425 | 50,723,480 | -51,482,744 | 145,052 | 4,752,430 |
| Total income for the period | - | - | - | - | -85,187 | -193,874 | -279,061 |
| Remuneration from stock options | - | - | - | 40,909 | - | - | 40,909 |
| Balance as of 3/31/2012 | 5,631,067 | 5,631,067 | -264,425 | 50,764,389 | -51,567,931 | -48,822 | 4,514,278 |
| Balance as of 12/31/2012 | 5,631,067 | 5,631,067 | -264,425 | 50,862,873 | -53,909,439 | 48,390 | 2,368,465 |
| Total income for the period | - | - | - | - | -78,172 | 49,486 | -28,686 |
| Remuneration from stock options | - | - | - | 3,512 | - | - | 3,512 |
| Balance as of 3/31/2013 | 5,631,067 | 5,631,067 | -264,425 | 50,866,385 | -53,987,611 | 97,876 | 2,343,292 |
artnet AG Consolidated Cash Flow Statement
For the Three Months Ended March 31, 2013 and 2012
| 3/31/13 USD |
3/31/12 USD |
3/31/13 EUR |
3/31/12 EUR |
|
|---|---|---|---|---|
| CASH FLOW FROM OPERATING ACTIVITIES | ||||
| Group profit or loss | -103,226 | -111,645 | -78,172 | -85,187 |
| Profit/(loss) from continued operations | -103,226 | 229,941 | -78,172 | 175,443 |
| Profit/(loss) from discontinued operations | - | -341,586 | - | -260,630 |
| Adjustments to reconcile net profit to net cash provided by operating activities: | ||||
| Amortization/depreciation | 131,451 | 143,356 | 99,548 | 109,380 |
| Impairment/write-offs for receivables | 112,054 | 40,289 | 84,858 | 30,741 |
| Non-cash compensation from stock-options | 4,638 | 53,616 | 3,512 | 40,909 |
| Other non-cash transactions | -36,976 | -97,853 | -28,002 | -89,942 |
| Changes in operating assets and liabilites: | ||||
| Trade receivables | -177,009 | -239,419 | -134,049 | -182,676 |
| Other current assets | 73,198 | -93,074 | 55,433 | -54,562 |
| Security deposits | -4,645 | -1,863 | -3,518 | -1,421 |
| Trade payables | 131,966 | -98,490 | 99,938 | -75,148 |
| Provisions | -5,271 | - | -3,992 | - |
| Other liabilities and tax liabilities | -397,741 | 132,077 | -301,209 | 96,734 |
| Deferred revenue | 21,815 | 174,801 | 16,520 | 131,048 |
| TOTAL ADJUSTMENTS | -146,519 | 13,440 | -110,959 | 5,063 |
| CASH FLOW FROM OPERATING ACTIVITIES | -249,745 | -98,205 | -189,131 | -80,124 |
| Proceeds from/used in continued operations | -249,745 | 237,733 | -189,131 | 176,196 |
| Proceeds from/used in discontinued operations | - | -335,938 | - | -256,320 |
| CASH FLOW FROM INVESTING ACTIVITIES | ||||
| Investments in property, plant and equipment | -815 | -416,128 | -617 | -317,506 |
| Investments in intangible assets | -98,898 | -24,603 | -74,895 | -18,772 |
| NET CASH USED IN INVESTING ACTIVITIES | -99,713 | -440,731 | -75,513 | -336,278 |
| Proceeds from/used in continued operations | -99,713 | -440,731 | -75,513 | -336,278 |
| Proceeds from/used in discontinued operations | - | - | - | - |
| CASH FLOW FROM FINANCING ACTIVITIES | 640,828 | - | 500,000 | - |
| Received loan | -70,362 | -25,734 | -53,285 | -19,635 |
| Repayment of financial lease | 570,466 | -25,734 | 446,715 | -19,635 |
| NET CASH USED IN FINANCING ACTIVITIES | 570,466 | -25,734 | 446,715 | -19,635 |
| Proceeds from/used in continued operations | 570,466 | -25,734 | 446,715 | -19,635 |
| Proceeds from/used in discontinued operations | - | - | - | - |
| Effects of exchange rate changes on cash | -23,504 | 22,926 | -4,642 | -31,657 |
| CHANGE IN CASH AND CASH EQUIVALENTS | 197,504 | -541,744 | 177,429 | -467,694 |
| CASH AND CASH EQUIVALENTS – start of period | 994,773 | 2,735,520 | 752,546 | 2,112,368 |
| CASH AND CASH EQUIVALENTS – end of period | 1,192,276 | 2,193,776 | 929,975 | 1,644,674 |
| PAYMENTS INCLUDED IN CASH FLOW FROM OPERATING ACTIVITIES | ||||
| Income tax receipts/(payments) | -2,996 | 27,786 | -2,269 | 21,200 |
| Interest payments | -8,599 | -6,569 | -6,512 | -5,012 |
| Interest receipts | 80 | - | 61 | - |
Notes to the Interim Consolidated Financial Statements for the Three Months Ended March 31, 2013
Corporate Information
artnet AG (hereinafter referred to as "artnet AG" or "the Company") is a publicly traded corporation headquartered in Berlin, Germany. The address of its registered office is Oranienstraße 164, 10969 Berlin. artnet AG was incorporated under the laws of Germany in 1998.
artnet AG holds 100% of the shares in Artnet Worldwide Corporation ("Artnet Corp."), which is located in New York, United States. Artnet Corp. holds 100% of the shares in artnet UK Limited and artnet France sarl. artnet AG and Artnet Corp. together with Artnet Corp.'s wholly owned subsidiaries are referred to as "the Group" or "the artnet Group."
The Group's business is to provide a website to art collectors, galleries, publishers, auction houses, and art enthusiasts, where they can research artists and prices of artworks, and find artworks that are currently available at art galleries and auctions around the world. Additionally, artworks can be sold on artnet Auctions, a web-based auctions platform.
The consolidated financial statements were authorized for issuance by the CEO on May 13, 2013.
Basis of Presentation
These unaudited interim financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS) and its interpretations adopted by the International Accounting Standards Board (IASB) for interim financial information effective within the EU. In particular, they correspond to the "Interim Financial Reporting" guidelines of IAS 34. They also comply with the German accounting Standard (DRS) No.16 on interim reporting as well as with §§ 37x, 37w of the Securities Trading Act. These financial statements do not include all of the information and footnotes required by IFRS for complete financial statements for year-end reporting purposes.
The following new or revised standards and interpretations became mandatory in fiscal 2013:
| Standard (IFRS) or Interpretation (IFRIC) | Mandatory Application in the EU |
Endorsed by the European Commission |
|
|---|---|---|---|
| IFRS 1* | First-Time Adoption of IFRS – Severe Hyperinflation and Removal of Fixed Dates for First-time Adopters |
January 1, 2013 | December 29, 2012 |
| IFRS 1* | Government Loans | January 1, 2013 | March 5, 2013 |
| IFRS 7* | Financial Instruments: Disclosures— Offsetting of Financial Assets and Liabilities |
January 1, 2013 | December 29, 2012 |
| IFRS 13 | Fair Value Measurement | January 1, 2013 | December 29, 2012 |
| IFRS 20 | Stripping Costs in the Production Phase of a Surface Mine |
January 1, 2013 | December 29, 2012 |
| IAS 12* | Deferred Tax - Recovery of Underlying Assets |
January 1, 2013 | December 29, 2012 |
| IAS 19* | Employee Benefits | June 6, 2012 | June 6, 2012 |
* Amendments (changes to existing standards)
The application of these standards does not have a significant impact on the presentation of the interim consolidated financial statements in 2013.
The same accounting and valuation methods have been applied to this interim report as to the most recent annual financial statements. A detailed description of the accounting policies is published in the notes to the annual consolidated financial statements 2012.
The Management of the Company is convinced that the consolidated interim financial statements include all adjustments of a normal and recurring nature considered necessary for a fair presentation of results for the interim period. Results of the period ended March 31, 2013 are not necessarily indicative for future results.
The interim financial statements as of March 31, 2013 and the interim management report have not been audited in accordance with § 317 of the German Commercial Code or reviewed by an auditor.
The consolidated financial statements have been prepared on a historical cost basis. The balance sheet date is March 31, 2013.
Reporting Period
The consolidated financial statements were prepared for the reporting period from January 1 through March 31, 2013.
The financial year for all Group companies coincides with the calendar year.
Foreign Currency Translation and Transactions
Amounts mentioned in the interim consolidated financial statements and notes to the interim consolidated financial statements are stated in euros (EUR), unless otherwise noted.
The currency of the primary economic environment in which the artnet Group operates is US dollars, which is the functional currency of the operating subsidiary Artnet Corp. Transactions in currencies other than US dollars are recorded at the exchange rates prevailing on the dates of the transactions. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date. Gains and losses from foreign currency transactions are recognized as other income/expenses.
On consolidation, the assets and liabilities of the Group's operations are translated at exchange rates prevailing on the balance sheet date. Income and expense items are translated at the average exchange rates for the period. The accumulated gains and losses resulting from translation are recorded as a separate component of the Group's equity.
Currency exchange rates significant to the artnet Group are the translation of US dollars to euros and of US dollars to British pounds (GBP). The following exchange rates have been used for the currency translation in the periods presented:
| USD to EUR | USD to GBP | |||
|---|---|---|---|---|
| 3/31/2013 | 12/31/2012 | 3/31/2013 | 12/31/2012 | |
| Current Rate Year End | 0.780 | 0. 757 | 0.658 | 0. 619 |
| Average Rate for the Year | 0. 757 | 0. 778 | 0.644 | 0. 631 |
Basis of Consolidation and Consolidated Companies
The consolidated financial statements include the legal parent company, artnet AG, its wholly owned subsidiary Artnet Corp., as well as the subsidiaries of this company. Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
On February 23, 1999, artnet AG entered into a transaction with Artnet Corp. that was treated as a recapitalization of Artnet Corp., with Artnet Corp. as the acquirer of artnet AG (reverse acquisition). The Company accounted for the business combination of artnet AG and Artnet Corp. as a reverse acquisition in accordance with IFRS 3.
On November 1, 2007, Artnet Corp. established artnet UK Limited, which is a wholly owned subsidiary that acts as a sales agent for Artnet Corp. in the United Kingdom.
On July 3, 2008, Artnet Corp. established Artnet France sarl, which is a wholly owned subsidiary of Artnet Corp. As part of its restructuring, artnet resolved to close the Paris offices of artnet France in June 2012. The key French market will be supported from our headquarters in New York in the future.
All significant inter-company transactions, balances, income, and expenses are eliminated.
Share Capital
Conditional Capital - Share Based Payments
The shareholders' meeting on July 15, 2009, conditionally increased the capital stock by 560,000 EUR, through the issue of up to 560,000 new no-par value bearer shares, which can be issued as stock options to members of the Company's Board of Directors, members of the management of affiliated entities, and employees of artnet AG or its affiliated entities (Conditional Capital 2009/I).
No shares have been issued from conditional capital at this point.
Authorized Capital
The shareholders' meeting of artnet AG on July 15, 2009 authorized the Board of Directors, with the approval of the Supervisory Board, to increase the capital stock by up to 2,800,000 EUR before July 14, 2014, through the issue of 2,800,000 new no-par value bearer shares in exchange for cash contributions or contributions in kind (Authorized Capital 2009/I). No shares have been issued from authorizes Capital 2009/I at this point.
Treasury Shares
As of March 31, 2013 and 2012, artnet AG held 78,081 of its own shares, representing 1.4% of common stock.
The Shareholders' Meeting of artnet AG on July 14, 2010, authorized the Board of Directors, with the approval of the Supervisory Board, to acquire its own shares until the end of July 13, 2015, up to a 10% stake in current share capital. At no point may the acquired shares, together with other own shares owned by the company or attributable to the company under Articles 71 et seq. AktG (German Stock Corporation Act), constitute more than 10% of the share capital. The time limit applies only to acquiring—and not holding—the shares.
Related Party Transactions
As of March 31, 2013, financial liabilities of the artnet Group comprises, in addition to the accounts payable trade and other liabilities, a loan granted by the main shareholder in the amount of 500,000 EUR, repayable on May 1, 2014. The accounts payable trade contains future fees of Galerie Neuendorf AG in the amount of 190,000 EUR. An agreement for deferred fees has been extended until March 31, 2014. These measures serve as collateral to potential temporary liquidity bottleneck, which could result from seasonal changes of cash collections.
Income Taxes
Income tax expense is recognized in the interim period based on the best estimate of the weighted average annual income tax rate expected for the full financial year. Due to its tax loss carryforward, Artnet Corp. only has to pay the alternative minimum corporation tax.
The Group reviews the carrying amount of its deferred tax asset once per year, and will review the deferred tax asset in the fourth quarter of 2013 based on the most recent budget for the fiscal years 2014 until 2016.
Discontinued Operations
In June 2012, the Management of the Company decided to discontinue the artnet Magazine.
The loss from discontinued operations includes the ongoing personnel and material costs that are directly allocable to the former segment, the closure costs incurred in 2012, and proportionate overheads that are allocated via a caused-based break-down. The costs of closing the Paris office are only allocated to discontinued operations to the extent that these relate directly to the production of the French magazine, plus proportionate overheads.
In the interim financial statements since the six month financial statement of 2012, the costs of the Paris office were allocated in total to discontinued operations. This has been corrected in the consolidated financial statements. The expenses listed in the six month financial statement were incorrectly listed as being 744,000 EUR higher than they actually were. As a result, they were allocated to discontinued operations, and accordingly, expenses too low were allocated to continued operations. Earnings as of March 31, 2012 have been adjusted retrospectively by reclassifying the income and expenses allocated to the discontinued operations.
Presentation of the income and expenses as of March 31, 2012 allocated to the discontinued operations can be found in the segment reporting in the following section.
No more assets were to be allocated to the artnet Magazine division (discontinued operations) as of March 31, 2013. In contrast, 32,792 EUR of the provisions were due to the discontinued operations.
Segment Reporting
The Group reports on the operating segments in the same way it reports operating segment information to the Management and Supervisory Board.
The four (previous year: five) Group's reportable segments are as follows:
- The artnet Galleries segment presents the member galleries' artworks that are available for sale online
- The artnet Price Database comprises all database-related
products, including the artnet Price Database Fine Art and
Design and the artnet Price Database Decorative Art, as well as the products based thereupon, or artnet Market Alert, artnet Market Reports, artnet Monographs, and artnet Analytics
- artnet Advertising produces banner as well as national and international advertising on the website
- artnet Auctions provides an online platform to buy and sell artworks online
The new cost distribution method resulting from the discontinuation of the artnet Magazine was applied retroactively to ensure comparability for 2012. Segment performance is evaluated based on profit or loss before taxes. Not directly attributable expenses are allocated to the reportable segments primarily based on the headcount and revenue for each reportable segment.
A measure of total assets or liabilities for each reportable segment is not provided to the Management. Therefore, total assets or liabilities are not disclosed for each reportable segment.
| EUR Period ended March 31, 2013 |
artnet Galleries |
artnet Price Database |
artnet Auctions |
artnet Advertising |
Total | |
|---|---|---|---|---|---|---|
| Revenue | 1,186,000 | 1,266,000 | 528,000 | 254,000 | 3,234,000 | |
| Profit Before Tax | 224,000 | 98,000 | -451,000 | 53,000 | -76,000 | |
| EUR Period ended March 31, 2012 |
artnet Galleries |
artnet Price Database |
artnet Auctions |
artnet Advertising |
Continued Operations | Discontinued Operations |
| Revenue | 1,238,000 | 1,248,000 | 734,000 | 302,000 | 3,522,000 | 20,000 |
| Profit Before Tax | 126,000 | 216,000 | 225,000 | 37,000 | 154,000 | -261,000 |
Earnings Per Share
Basic earnings per share are calculated by dividing net income by the weighted-average number of common shares outstanding during the year.
Diluted earnings per share are calculated in the same manner as basic earnings per share, with the exception that the average number of shares outstanding increases by adding the potential number of shares from stock option conversions.
The calculation of earnings per share is based on the following data:
| 3/31/2013 EUR |
3/31/2012 EUR |
|
|---|---|---|
| Numerator (earnings) | ||
| Net result for the year retained for equity shareholders | -78,000 | -85,000 |
| Denominator (number of shares) | ||
| Weighted average number of ordinary shares used to calculate dilutive earnings per share |
5,552,986 | 5,552,986 |
| Effect of potential shares: stock options | - | - |
| Weighted average number of ordinary shares used to calculate dilutive earnings per share |
5,552,986 | 5,552,986 |
The weighted average exercise price is higher than the average share price in 2013. In consequence, there are no diluted shares.
Employees
In the first quarter of 2013, there were 116 full-time employees, as compared with 121 in the corresponding period of the prior year. Additionally, the Group employed nine part-time employees in the first quarter of 2013, as compared to 18 in the previous year's quarter, and nine sales and other consultants, compared to 11 in the previous years' quarter.
Accounting Estimates and Assumptions
The preparation of the consolidated financial statements in accordance with IFRS necessitates estimates and assumptions that influence assets and liabilities, income and expenses, as well as information in the notes to the six month financial statements. Actual results and developments may differ from those estimates and assumptions.
Estimates made by Management that have a significant effect on the interim consolidated financial statements include the recognition of deferred tax assets and of development costs, the measurement of provisions and accruals, the useful lives of noncurrent assets, and the assessment of bad debt provisions on accounts receivables.
Notification Concerning Transactions by Persons Performing Managerial Responsibilities In Accordance with § 15a of the Securities Trading Act
The company was not informed about transactions by persons performing managerial responsibilities to § 15a of the Securities Trading Act.
Notification Within the Meaning of Section 26 (1) of the Wertpapierhandelsgesetz (WpHG – German Securities Trading Act)
The company was not informed about reportable notifications of changes for voting rights within the Meaning of Section 26 (1) of the Wertpapierhandelsgesetz.
Report on Post-Balance Sheet Events
For information regarding reporting events of significant importance after the balance sheet date, please refer to statements of the consolidated management report.
New York, May 13, 2013
Jacob Pabst Chairman and CEO of artnet AG
artnet AG
Supervisory Board John Hushon, Chairman Prof. Dr. Walter Rust, Deputy Chairman Dr. Jochen Gutbrod Management Board Jacob Pabst, Chairman and CEO
Artnet Worldwide Corporation Jacob Pabst, CEO
artnet UK Ltd. Jacob Pabst, CEO
artnet France sarl
Jacob Pabst, CEO
Addresses
artnet AG
Oranienstraße 164 10969 Berlin [email protected] Tel. +49 (0)30 209 178-0 Fax +49 (0)30 209 178-29
Artnet Worldwide Corporation
233 Broadway, 26th Floor New York, NY 10279-2600 USA [email protected] Tel. +1-212-497-9700 Fax +1-212-497-9707
artnet UK Ltd.
Morrell House 98 Curtain Road London EC2A 3AF Großbritannien [email protected] Tel. +44 (0)20 7729 0824 Fax +44 (0)20 7033 9077
Investor Relations
You can find information for investors and the annual financial statements at www.artnet.com/investor-relations.
If you have further queries, please send an email to ir@artnet. com or send your inquiry by mail to one of our offices.
German securities code number
The common stock of artnet AG is traded on the Prime Standard of the Frankfurt Stock Exchange under the symbol "ART." You can find notices of relevant company developments at www.artnet.com/investor-relations.
Wertpapier-Kenn-Nummer
[WKN] A1K037 ISIN DE000A1K0375
Concept and Production Artnet Worldwide Corporation
©2013 artnet AG, Berlin