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PIERER Mobility AG

Earnings Release Aug 14, 2012

801_rns_2012-08-14_220cd79b-c6ac-4cab-89f2-090e689d4808.pdf

Earnings Release

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BRAIN FORCE HOLDING AG

Report on the 3rd quarter

BRAIN FORCE Key Data

Earnings Data 10/2011-6/2012 10/2010-6/2011 Chg. in % 2010/11
Revenues in € million 57.29 52.25 +10 71.09
EBITDA in € million 1.03 1.95 -47 3.13
Operating EBITDA 1) in € million 1.71 1.95 -12 3.13
EBIT in € million -0.46 0.35 >100 1.04
Operating EBIT 1) in € million 0.21 0.35 -40 1.04
Profit before tax in € million -2.10 -1.54 -37 -1.38
Profit after tax in € million -2.45 -1.83 -34 -1.37
Earnings per share in € -0.16 -0.12 -33 -0.09
Adjusted earnings per share 1) in € -0.13 -0.12 -8 -0.09
Capital expenditure in € million 1.01 1.00 +1 1.51
Acquisitions in € million 0.00 0.00 - 0.00
Employees 2) 754 723 +4 733
Balance Sheet Data 30.6.2012 30.9.2011 Chg. in %
Equity in € million 16.29 18.72 -13
Net debt in € million 7.35 5.82 +26
Capital employed in € million 23.61 24.50 -4
Working capital 3) in € million 1.99 1.34 +49
Balance sheet total in € million 48.76 49.43 -1
Equity ratio in % 33 38 -
Gearing in % 45 31 -
Employees 4) 741 786 -6
Stock Exchange Data 5) 10/2011-6/2012 2010/11 Chg. in %
Share price high in € 0.95 1.10 -14
Share price low in € 0.55 0.72 -24
Share price at end of period in € 0.70 0.94 -26
Shares outstanding (weighted) 1,000 15.387 15.387 0
Market capitalization (ultimo) in € million 10.77 14.46 -26
Segments 10/2011 - 6/2012
in € million
Germany Italy Netherlands The Central East
Europe
Other Holding and
Revenues (consolidated) 28.97 (+3%) 17.33 (+9%) 8.41 (+43%) 2.58 (+5%) 0 -
Operating EBITDA 2) 1.25 (-6%) 1.31 (+22%) 0.27 (-57%) 0.15 (+1%) -1.27 (-3%)
Operating EBIT 2) 0.75 (-1%) 0.80 (+48%) -0.11 (>100%) 0.08 (+2%) -1.31 (-2%)
Capital expenditure 0.34 (+8%) 0.28 (-45%) 0.30 (>100%) 0.04 (-22%) 0.05 (>100%)
Employees 2) 344 (+1%) 283 (+3%) 92 (+26%) 30 (+10%) 5 (-34%)

1) Adjusted for restructuring costs

  • 3) Inventories + trade receivables + other current receivables trade payables other current liabilities
  • 4) number of employees (salaried and free-lancer) as at reporting date

5) Vienna Stock Exchange

2) Average number of employees (salaried and free-lance) during the period

Chief Executive's Review

Dear shareholders, ladies and gentlemen,

in the first nine months of the 2011/12 business year, Group revenues increased by 10% compared to the previous year. Thus we succeeded in generating a revenue increase for the sixth consecutive quarterly period on the basis of the revenue growth of 6% achieved in the third quarter. We expect revenue to rise in 2011/12 as a whole thanks to the 7% year-on-year increase in the order volume during the first nine months of 2011/12 and the current sales pipeline. After reporting negative operating results in the first quarter of the current financial year, we managed a turnaround featuring operating results of € 0.14 million and € 0.30 million respectively in the second and third quarters. On balance, the operating EBIT in the first nine months amounted to € 0.21 million, compared to € 0.35 million in the previous year.

In the first three quarters of 2011/12, Group revenues climbed by € 5.04 million to € 57.29 million, with all regions generating revenue growth. Operating EBITDA amounted to € 1.71 million compared to the prioryear figure of € 1.95 million, and operating EBIT totaled € 0.21 million, down from € 0.35 in the previous year. In addition, first-quarter restructuring expenses in Germany of € 0.68 million have a negative impact on earnings. As a result, Group EBITDA was € 1.03 million and Group EBIT amounted to € -0.46 million.

Group revenues were up € 1.10 million in the third quarter to € 19.44 million, a rise of 6% from the prior-year period. Third-quarter operating EBITDA was close to the previous year's level, showing a slight decrease of only € 0.06 million to € 0.78 million, and operating EBIT totaled € 0.30 million compared to € 0.35 million in the previous year. Thus third-quarter earnings declined slightly year-on-year, but operating results in the third quarter of the current financial year nevertheless showed an improvement compared to the first and second quarters.

In Germany (51% of Group revenues), revenues were up 3% in the first three quarters of the 2011/12 business year to € 28.97 million. Whereas revenues of the Professional Services segment at the Munich and Cologne offices basically remained at the prior-year level, the Langen/Frankfurt office reported a 14% revenue increase. Revenue of the Network Performance Channel business also rose. Following the restructuring implemented in the first quarter of the current financial year, revenues of the FINAS business area climbed by 6%. Operating EBITDA in Germany amounted to € 1.25 million, a decline of 6% from the previous year, and operating EBIT at € 0.75 million was at the prior-year level. Third-quarter revenue growth was 6%, with operating EBITDA at € 0.38 million and operating EBIT at € 0.23 million. In the first quarter restructuring costs relating to the FINAS segment totaled € 0.68 million. As a consequence, EBITDA and EBIT in the first nine months of 2011/12 amounted to € 0.58 million and € 0.08 million respectively.

Michael Hofer, CEO of BRAIN FORCE HOLDING AG

Group revenues up 10% from the previous year

Restructuring costs burden Group earnings

Q3 earnings improvement in 2011/12 compared to Q1 and Q2

Third-quarter revenue increase of 6% in Germany

Revenue growth and earnings improvement in Italy despite a difficult market environment

Further revenue growth in the Netherlands but reduction in employee capacity utilization

In Italy (30% of Group revenues), revenues rose by 9% to € 17.33 million in the first nine months. A significant earnings improvement was achieved in spite of the ongoing difficult market environment. Operating EBITDA in Italy was up 22% to € 1.31 million, and operating EBIT increased by 48% to € 0.80 million. In the third quarter, revenues were up 5%, operating EBITDA rose by € 0.09 million to € 0.48 million, and operating EBIT climbed by € 0.06 million to € 0.31 million. Market research companies expect the economic environment in Italy to remain difficult.

In the Netherlands (15% of Group revenues), revenues climbed 43% to € 8.41 million. However, operating EBITDA was down to € 0.27 million from the prior-year level of € 0.35 million, and operating EBIT in the first nine months of 2011/12 turned negative, declining to € -0.11 million from € 0.25 million in the prioryear period. After considerable revenue and earnings improvements in past quarters, a negative EBIT was reported in the second and third quarter of the current business year. This development can be attributed to the below-average employee capacity utilization rate for the work force which had been increased in the region. Positive earnings are expected in upcoming quarterly periods as a consequence of measures being implemented to improve capacity utilization.

Expansion of Network Performance Channel activities in the Central East Europe region

Growth was particularly achieved in the Process Optimization segment in Austria. Operating EBITDA was up 1% to € 0.15 million and operating EBIT rose by 2% to € 0.08 million. The company Network Performance Channel GmbH was established in Austria during the current business year as a means of expanding activities in the Network Performance Channel segment. As a result we expect further growth and improved earnings in the Central East Europe region in the future. Third-quarter revenues amounted to € 0.92 million, down 6% from the prior-year quarter. Operating EBITDA in the third quarter increased by € 0.05 million year-on-year to € 0.14 million, and operating EBIT was also up by € 0.05 million to € 0.12 million.

In Central East Europe (4% of Group revenues), revenues could be increased by 5% to € 2.58 million.

28% reduction of holding costs in the third quarter

EBITDA of the Holding and Other segment totaled € -1.27 million in the first three quarters of 2011/12, reflecting higher expenditures of € 0.03 million compared to the previous year. Third-quarter EBIT improved from € -0.46 million to € -0.33 million.

We have defined our objectives for the 2011/12 financial year as increasing revenue from the prior-year level and achieving positive operating results. The 10% revenue increase clearly confirms that we are on the right track in boosting revenues. We also anticipate enhanced profitability in the future and thus an improvement in operating results thanks to the measures being implemented to strengthen sales and the related efforts to attract new customers as well as the expansion of our Network Performance Channel activities.

Yours

Michael Hofer

Management Report

Earnings position in the first nine months (October 2011 to June 2012)

In the first nine months of the 2011/12 business year, the BRAIN FORCE Group generated revenues of € 57.29 million, a rise of 10% from the prior-year period. All operating units succeeded in posting revenue growth. Significant growth rates were posted particularly in Italy, which faced a persistently difficult economic environment, as well as in the Netherlands.

As a consequence of the strengthening of sales activities, the related increase in sales expenses as well as lower license sales, operating EBITDA (before restructuring expenses) decreased by 12% to € 1.71 million (previous year: € 1.95 million) in spite of the positive revenue development. Operating EBIT declined from € 0.35 million to € 0.21 million.

Moreover, restructuring costs of € 0.68 million negatively impacted earnings in the current financial year. The restructuring relates to the FINAS business area (front office solutions for financial service providers) in Germany. This business area developed quite positively in the past financial year on the basis of several license sales and by taking advantage of short-time working. However, at the end of the first quarter the management decided to reduce the number of employees in order to enable a sustainable positive development. Taking account of the costs for restructuring the FINAS business area, Group EBITDA amounted to € 1.03 million and Group EBIT totaled € -0.46 million.

The financial result of € -0.55 million remained virtually unchanged from the comparable prior-year figure. The increased financing expenses connected to factoring were in contrast to foreign currency translation gains. Current financing costs primarily relate to a fixed-interest long-term bonded loan. The result from associates (SolveDirect Service Management GmbH) amounted to € -1.09 million compared to € -1.34 million in the previous year. This includes the share of earnings attributable to BRAIN FORCE of € -0.27 million (previous year: € -0.75 million) and € -0.82 million (previous year: € -0.59 million) to the dilutive effect of further capital increases on the part of the 3TS Cisco Growth Funds to finance the expansion.

On balance, the profit before tax of the BRAIN FORCE Group totaled € -2.10 million (previous year: € -1.54 million), whereas the profit after tax amounted to € -2.45 million (previous year: € -1.83 million). The decrease of € 0.62 million is mainly due to the restructuring costs.

Earnings per share were € -0.16 (previous year: € -0.12). The earnings per share adjusted for restructuring costs was € -0.13.

Earnings position in the third quarter

Group revenues in the third quarter of the 2011/12 business year were up by 6% to € 19.44 million. Thus the Group succeeded in posting a revenue increase for the sixth consecutive quarter, with Germany, Italy and the Netherlands all reporting third-quarter revenue growth. Revenues were up 6% in Germany to € 9.97 million, and rose by 5% in Italy to € 5.71 million and 13% in the Netherlands to € 2.83 million. In contrast, revenues of the Central East Europe region decreased by € 0.06 million to € 0.92 million.

EBITDA of the BRAIN FORCE Group amounted to € 0.78 million in the third quarter (previous year: € 0.84 million), and the Group's operating EBIT was € 0.30 million (previous year: € 0.35 million). Thus thirdquarter earnings declined slightly year-on-year, but operating results in the third quarter of the current business year nevertheless showed a marked improvement compared to the first and second quarters. Operating EBITDA in Germany was down by € 0.10 million to € 0.38 million, whereas operating EBIT amounted to € 0.23 million, a decline of € 0.07 million from the prior-year period. Operating EBITDA in Italy rose by 21% to € 0.48 million and operating EBIT was up 25% to € 0.31 million. In the Netherlands the operating EBITDA amounted to € 0.10 million and operating EBIT was at € -0.03 million. Thus in part a considerable decline was reported compared to the previous year. However, third-quarter earnings improved again compared to the second quarter of the current financial year. The drop in earnings is due

Improvement of at equity results in the light of further capital increases

Decline in net result for the period due to restructuring expenses

Sixth consecutive quarters of revenue growth

Positive operating results in the third quarter

to the below-average capacity utilization of the staff in the light of the previous increase in the number of employees. The Central East Europe region showed improved earnings compared to the prior-year quarter, with operating EBITDA at € 0.14 million and operating EBIT at € 0.12 million. EBIT of the Holding and Other segment totaled € -0.33 million, reflecting a decline in holding costs of € 0.13 million.

Cash Flow

Reduction of cash flow from operating activities due to increased working capital and restructuring expenditures

Slight rise in investments due to growth in the Netherlands

Cash and cash equivalents of € 4.96 million at the reporting

In the first nine months of 2011/12, the gross cash flow from continuing operations amounted to € 0.87 million, a decline of € 0.89 million from the prior-year level of € 1.76 million. This decrease is mainly attributable to the reduced earnings, particularly as a consequence of the restructuring expenses incurred in the first quarter. The third quarter of the current financial year developed much more positively, featuring a gross cash flow from continuing operations of € 0.72 million, down from € 0.78 million in the third quarter of the previous year. The cash flow from operating activities turned negative, amounting to € -0.46 million in the first nine months compared to € 3.29 million in the prior year. In addition to the € 0.65 million increase in working capital to € 1.99 million, the cash flow from operating activities was burdened by cash outflows for the implemented restructuring measures. The cash flow from operating activities improved considerably in the third quarter, similar to the development of the gross cash flow from continuing operations, and amounted to € 0.67 million.

The cash flow from investing activities totaled € -0.99 million (previous year: € -0.99 million). Investments in property, plant and equipment and other intangible assets amounted to € 1.01 million, a slight rise of € 0.01 million from the previous year. Own work capitalized to the amount of € 0.68 million in the first nine months of 2011/12 was in contrast to scheduled depreciation of € 0.84 million.

The cash flow from financing activities amounting to € 0.68 million (previous year: € -1.45 million) reflected the increase in current financial liabilities. Non-current financial liabilities totaling € 9.98 million are due for repayment in the year 2014. As of June 30, 2012, the BRAIN FORCE Group had cash and cash equivalents totaling € 4.96 million (September 30, 2011: € 5.81 million).

Financial Position

The balance sheet total of the Group amounted to € 48.76 million as at June 30, 2012, whereas equity was € 16.29 million. The equity ratio declined from 38% on September 30, 2011 to 33% at the reporting date, which is a consequence of the negative net result for the period of € -2.45 million. The net result for the period includes the negative earnings contribution of € -1.09 million from SolveDirect Service Management GmbH, which is consolidated at equity, as well as € -0.68 million in expenses for restructuring measures.

Working capital (inventories plus trade receivables plus other current receivables less trade payables and other current liabilities) rose from € 1.34 million to € 1.99 million in the first three quarters, which is mainly related to the increase in trade receivables (up € 0.85 million) and as well as other receivables and liabilities (up € 0.67 million). Trade payables showed a decline of € 0.06 million in contrast to the € 1.11 million increase in other liabilities. Net debt amounted to € 7.35 million at the reporting date of June 30, 2012, a rise of € 0.32 million year-on-year and € 1.53 million higher than the comparable figure as at September 30, 2011. Gearing (the ratio of net debt to equity) of the BRAIN FORCE Group was 45% as at June 30, 2012 compared to 31% as at September 30, 2011.

Equity in € million 30.6.2012 16.29 30.9.2011

18.72

date

Net debt in € million 30.6.2012 7.35

30.9.2011 5.82

Research and Development

In Germany the FINAS tool BU-Check was released. This tool analyses the precaution for disability and incapacity. It graphs with a small data entry work the actual supply situation of the customer and offers optimal tariffs for covering. This tool was developed as an app for smartphones and iPad, too. More apps are in the pipeline. The improvement of the usability and the look and feel of the BRAIN FORCE FINAS Suite are in full swing. The following applications have the new smart FINAS look, already: BRAIN FORCE Finanzanalyse Center, BRAIN FORCE bAV-Vorteilsrechner, and the new consulting tool BRAIN FORCE BU-Check. In the up coming weeks the consulting application for retirement, BRAIN FORCE Vorsorgeoptimierung, as well as the application for needs analysis in the insurance sector, BRAIN FORCE Risikoabsicherung, will follow.

In the Netherlands the infrastructure framework for Citrix XenApp are released. With these best practices BRAIN FORCE is able to deliver high quality projects with comprehensive documentation in shorter project duration at competing prices. Packaging Robot 3.2 is released. This release offers integration with BRAIN FORCE Process Manager for increased efficiency and enhanced automatic documentation features. Packaging Robot 3.2 also includes an updated version of the MSI Editor. Preparations for release of a service release in April 2012. This service release includes support for: 64-bits, Windows Libraries, improvements for VDI and a large number of smaller optimizations.

SolveDirect successfully concluded the project Collaborative Service Management, which was partially financed by the Austrian Research Promotion Agency FFG, by implementing the integration of the SD.Calendar, SD.Dialog and SD.Survey modules into the releases 5.0 and 5.6. With the release 5.7, customers in the standard version received a password policy, advanced calendar functions and XML Web services, an accelerated setup of connections to BMC Remedy, and an enhanced overview of the order history. Subsequently, the development of the IT Service Management solution Service Grid was launched, which anticipates service bottlenecks through predictive SLAs and further increases the integration of the partners involved in the value added chain.

Our subsidiary in Italy updated the add-ons for Microsoft Dynamics AX and NAV within the context of its maintenance activities, and expanded it to include further sector-specific functionalities for the steel industry. As one of the first Microsoft partners, BRAIN FORCE Italy participated in the Private Beta Program for Dynamics AX 2012 and tested the latest version in the context of a customer migration project. The conversion of our own ERP software Visual Space to a .Net technology was continued. The BRAIN FORCE solution NG4 for stock exchange trading was functionally enhanced in order to be able to independently market it in the future. The software arose from a customer project. It manages trading orders and transmits them via interfaces to post-trading and position-keeping systems.

Development of the FINAS modules and smart FINAS

Infrastructure Framework updated, Workspace Manager for virtual desktop infrastructures optimiemized

Integration of SD.Calendar, SD.Dialog and SD.Survey modules, launch of development work for Service Grid solution

Add-ons for Microsoft Dynamics extended, participation in Beta Program for Dynamics AX 2012

Human Resources

The total number of employees of the BRAIN FORCE Group as at June 30, 2012 amounted to 515 salaried employees, which is an increase of 5% compared to June 30, 2011. In addition, 226 people employed on a freelance basis – a decrease of 5% – worked on various customer projects. In Germany and the Netherlands the number of employees (salaried and subcontractors) at balance sheet date – 333 respectively 86 employees – remained almost unchanged compared to prior year's level. The workforce in Italy expanded by 4% compared to the previous year. The number of employees in the Central East Europe region increased by 11% or 4 employees. The segment Holding and Other employed 4 people as at June 30, 2012 compared to 7 employees on June 30, 2011.

In total the BRAIN FORCE Group employed 741 people at the reporting date, which is an increase of 2% or 11 employees compared to June 30, 2011.

Employees by Segments 30.6.2012

  • .LYTHU`
  • 0[HS`
  • ;OL5L[OLYSHUKZ
  • *LU[YHS,HZ[,\YVWL
  • /VSKPUNHUK6[OLY

30.6.2011

  • .LYTHU`
  • 0[HS`
  • ;OL5L[OLYSHUKZ
  • *LU[YHS,HZ[,\YVWL
  • /VSKPUNHUK6[OLY

Order Intake by Regions 30.6.2012

  • .LYTHU`
  • 0[HS`
  • ;OL5L[OLYSHUKZ *LU[YHS,HZ[,\YVWL

The breakdown of staff (salaried and subcontractors) by geographical segment as at June 30, 2012 is as follows:

  • Germany: 333 (prior year: 334 / chg.: 0%)
  • Italy: 286 (prior year: 276 / chg.: +4%)
  • The Netherlands: 86 (prior year: 85 / chg.: 0%)
  • Central East Europe: 32 (prior year: 28 / chg.: +15%)
  • Holding and Other: 4 (prior year: 7 / chg.: -41%)

On average the staff of BRAIN FORCE in the period of October 2011 to June 2012 comprised 521 salaried employees (prior year: 499) and 233 people employed on a freelance basis (prior year: 224). The total average number of employees therefore amounted to 754, an increase of 4% compared to the prior-year period.

Order Intake

As at June 30, 2012 the order volume at group level amounted to € 20.11 million, which is an increase by 7% compared to June 30, 2011.

Compared to June 30, 2011 mainly Italy and the Netherlands achieved a considerable increase in their order volumes of 34% and 24% respectively. The order volume in Germany decreased by 7% compared to June 30, 2011, which is mainly due to the planned processing of a long-term customer contract. In the region Central Eastern Europe the order volume decreased by € 0.20 million to € 0.32 million compared to June 30, 2011.

On June 30, 2012 the order volumes attributable to the respective regions are as follows: 0[HS`

  • Germany accounts for orders of € 10.35 million (June 30, 2011: € 11.14 million). ;OL5L[OLYSHUKZ
  • Italy has an order intake of € 7.34 million (June 30, 2011: € 5.49 million). *LU[YHS,HZ[,\YVWL
  • The Netherlands have orders of € 2,10 million on hand (June 30, 2011: € 1.69 million)
  • Central East Europe accounts for orders of € 0.32 million (June 30, 2011: € 0.52 million).

Outlook

The objective of generating revenue growth in the 2011/12 financial year was confirmed by the 10% revenue increase compared to the first nine months of the previous year. Revenue climbed 6% year-on-year in the third quarter. The company is optimistic about prospects for growth in the entire 2011/12 financial year on the basis of the higher order volume as well as the current sales pipeline. Following a positive operating EBIT in the second and third quarters, the earnings situation has stabilized. Thus a positive earnings contribution can also be expected in the fourth quarter. The price pressure prevailing on the market, which is related to cost reduction programs of important key accounts, mainly in the finance and telecommunications sectors as well as in the aviation industry, requires the continued implementation of measures to strengthen the Group's sales capacities. This is designed to increasingly attract new customers from economic sectors displaying growth potential. A further increase in earnings should be achieved in the future by the increase in license sales and the expansion of the Group's Network Performance Channel activities.

Due to the expected effects of strengthening sales operations and the further homogenization of the portfolio of the BRAIN FORCE Group, we expect positive operating results to be generated from today's perspective in the 2011/12 financial year as a whole.

Konzernabschluss 52 Quarterly Report (IFRS) of the BRAIN FORCE Group

Group Income Statement in EUR 56
4-6/2012
Entwicklung des Eigenkapitals
4-6/2011
10/2011-6/2012 10/2010-6/2011
Revenues 57
Cash-flow-Statement
19,437,513
18,344,576 57,288,601 52,248,160
Cost of sales -15,362,993 -14,378,004 -45,334,568 -41,360,471
58
Gross profit
Konzernanhang
4,074,520
3,966,572 11,954,033 10,887,689
Selling expenses 58
Die Gesellschaft
-1,788,551
58
-1,571,584
Bilanzierungs- und Bewertungsgrundsätze
-5,643,924 -4,768,911
Administrative expenses -1,742,969
59
-1,929,813
Konsolidierungskreis / Konzernunternehmen
-5,612,873 -5,409,076
Other operating expenses -243,109 -120,803 -566,390 -397,323
Other operating income 4,756
Erläuterungen zur Gewinn- und Verlustrechnung
2,867 82,312 40,370
65
Operating profit/loss before non-recurring items (Operating EBIT)
304,647
65
Umsatzerlöse (1)
347,239 213,158 352,749
Restructuring costs 0
65
Aufwandsarten (2)
0 -677,207 0
Operating profit/loss after non-recurring items (EBIT) 65
304,647
Sonstige betriebliche Erträge (3)
347,239
-464,049 352,749
Financial income 66
0
21,349 Aufwendungen für Material und bezogene Leistungen (4)
3,021
27,888
Financial expenses 66
Personalaufwand (5)
-138,955
-191,855 -548,919 -575,976
Financial result 66
Finanzergebnis (6)
-138,955
-170,506 -545,898 -548,088
Result from associates 66
Ertragsteuern (7)
-64,555
-218,803 -1,091,089 -1,341,536
Profit/loss before tax 101,137 -42,070 -2,101,036 -1,536,875
67
Income taxes
Erläuterungen zur Bilanz
-281,614
-238,793 -347,293 -289,526
Profit/loss after tax 67
Sachanlagen (8)
-180,477
68
Firmenwerte (9)
-280,863 -2,448,329 -1,826,401
attributable to the equity holders of the parent -192,943
69
-280,863
Sonstige immaterielle Vermögenswerte (10)
-2,443,078 -1,826,401
attributable to minor interests 12,466
70
0
Anteile an assoziierten Unternehmen (11)
-5,251 0
Earnings per share – undiluted and diluted -0.01
70
Finanzanlagen (12)
-0.02 -0.16 -0.12
Earnings per share adjusted 1) -0.01
70
Latente Steuern (13)
-0.02 -0.13 -0.12
Statement of Comprehensive Income in EUR 72
4-6/2012
Forderungen aus Lieferungen und Leistungen (15)
4-6/2011
10/2011-6/2012 10/2010-6/2011
Profit/loss after tax 73
-180,477
Sonstige Forderungen und Vermögenswerte (16)
-280,863
-2,448,329 -1,826,401
Changes in fair values of available-for-sale financial assets 73
Zahlungsmittel (17)
45
284 4,211 -1,611
Currency translation differences 73
Eigenkapital (18)
-4,268
-20,025 -7,229 -30,934
Other result 74
-4,223
77
Rückstellungen für langfristige Personalverpflichtungen (19)
-19,741
Finanzverbindlichkeiten (20)
-3,018 -32,545
Comprehensive income/loss -184,700
77
-300,604
Verbindlichkeiten aus Lieferungen und Leistungen (21)
-2,451,347 -1,858,946
attributable to the equity holders of the parent -197,166
78
-300,604
Sonstige Verbindlichkeiten (22)
-2,446,096 -1,858,946
attributable to minor interests 12,466
78
Steuerrückstellungen (23)
0 -5,251 0
Key ratios by segment 10/2011-6/2012
in EUR
Germany Italy
78
The Nether
Erläuterungen zum Cash-flow-Statement
lands
Central East
Europe
Holding
and Other
Group
Revenues (consolidated) 28,973,899 78
17,327,275
Cash-flow aus laufender Geschäftstätigkeit (25)
8,410,937
2,576,490 0 57,288,601
EBITDA 576,362 79
1,312,858
Cash-flow aus Investitionstätigkeit (26)
267,318
148,871 -1,272,503 1,032,906
Operating EBITDA 1) 1,253,569 79
1,312,858
Cash-flow aus Finanzierungstätigkeit (27)
267,318
148,871 -1,272,503 1,710,113
Depreciation and amortization -500,301 79
-511,097
Zahlungsmittelbestand (28)
-374,946
-70,024 -40,587 -1,496,955
Operating EBIT 1) 753,268 801,761 -107,628 78,847 -1,313,090 213,158
Restucturing costs -677,207 79
0
Finanzrisikomanagement
0
0 0 -677,207
EBIT 76,061 801,761 -107,628
Sonstige Angaben
78,847 -1,313,090 -464,049
81
Key ratios by segment 10/2010-6/2011
in EUR
Germany 81
Italy
82
Ergebnis je Aktie (30)
The Nether
lands
Central East
Europe
Holding
and Other
Angaben über Beziehungen zu nahe stehenden Unternehmen
Group
Revenues (consolidated) 28,009,357 15,884,565 5,900,038
und Personen (31)
2,454,200 0 52,248,160
EBITDA 1,338,377 1,075,921
82
624,759
Mitarbeiterbeteiligungen (32)
147,422 -1,240,473 1,946,006
Operating EBITDA 1) 1,338,377 83
1,075,921
Finanzinstrumente (33)
624,759
147,422 -1,240,473 1,946,006
Depreciation and amortization -574,627 84
-534,124
-370,597 Verpflichtungen aus Leasinggeschäften (34)
-70,103
-43,806 -1,593,257
Operating EBIT 1) 763,750 84
541,797
Angaben über Arbeitnehmer (35)
254,162
77,319 -1,284,279 352,749
Restucturing costs 0 84
0
0 Geschäftsvorfälle nach dem Bilanzstichtag (36)
0
0 0
EBIT 763,750 84
541,797
Freigabe zur Veröffentlichung (37)
254,162
77,319 -1,284,279 352,749

84 Mitglieder des Vorstandes und des Aufsichtsrates (38)

1) adjusted for restructuring costs

Cash Flow Statement in EUR 10/2011-6/2012 10/2010-6/2011
Profit / loss before tax -2,101,036 -1,536,875
Depreciation and amortization 1,496,955 1,593,257
Financial result 545,898 548,088
Result from associates 1,091,089 1,341,536
Gains / losses from the disposal of property, plant and equipment and intangible assets 2,226 6,418
Changes in non-current provisions and liabilities -166,759 -190,512
Gross cash flow of continuing operations 868,373 1,761,912
Changes in inventories -164,340 -208,671
Changes in trade receivables -857,287 1,236,898
Changes in trade payables -62,484 838,864
Changes in other current assets and liabilities 384,990 469,790
Currency translation differences 21,033 -12,585
Net interest paid -517,359 -505,696
Income taxes paid -136,033 -292,248
Cash flow from operating activities of continuing operations -463,107 3,288,264
Investments in property, plant and equipment and other intangible assets -1,014,838 -996,137
Sale of property, plant and equipment and other intangible assets 9,187 10,379
Sale of financial assets 14,281 0
Cash flow from investing activities of continuing operations -991,370 -985,758
Increase in financial liabilities 735,599 70,860
Repayment of financial liabilities and bank overdrafts -57,099 -1,517,101
Dividends paid 0 0
Capital increase 0 0
Purchase of treasury shares 0 0
Cash flow from financing activities of continuing operations 678,500 -1,446,241
Change in cash and cash equivalents from continuing operations -775,977 856,265
Change in cash and cash equivalents from discontinued operation -69,254 -293,720
Cash and cash equivalents at the beginning of the period 5,806,602 4,115,563
Change in cash and cash equivalents -845,231 562,545
Cash and cash equivalents at the end of the period 4,961,371 4,678,108
Balance Sheet in EUR 30.6.2012 30.9.2011
ASSETS
Property, plant and equipment 1,360,515 1,593,534
Goodwill 11,001,151 11,001,151
Other intangible assets 2,365,609 2,626,407
Investments in associates 7,805,801 8,896,890
Financial assets 33,306 45,351
Other receivables and assets 84,282 91,229
Deferred tax assets 1,900,008 1,813,823
Non-current assets 24,550,672 26,068,385
Inventories 468,869 304,529
Trade receivables 16,214,986 15,357,699
Other receivables and assets 2,564,937 1,892,131
Cash and cash equivalents 4,961,371 5,806,602
Current assets 24,210,163 23,360,961
Total assets 48,760,835 49,429,346
EQUITY AND LIABILITIES
Share capital 15,386,742 15,386,742
Reserves 9,596,661 9,599,679
Retained earnings -8,711,994 -6,268,916
Equity attributable to equity holders of the parent company 16,271,409 18,717,505
Minor Interests 20,749 0
Equity 16,292,158 18,717,505
Financial liabilities 9,981,578 9,973,541
Other liabilities 182,754 151,150
Provisions for post-employment benefits 1,242,550 1,440,583
Deferred tax liabilities 126,924 136,736
Non-current liabilities 11,533,806 11,702,010
Financial liabilities 2,327,463 1,657,000
Trade payables 8,581,118 8,643,602
Other liabilities 8,682,438 7,574,840
Income tax provisions 1,129,734 872,755
Other provisions 214,118 261,634
Current liabilities 20,934,871 19,009,831
Total equity and liabilities 48,760,835 49,429,346
Changes in equity Attributable to equity holders of the parent company
in EUR Share capital Share premium Other reserves Retained earnings Minor interests Total equity
Balance 1.10.2010 15,386,742 11,033,310 -287,239 -6,023,248 0 20,109,565
Total result for the period 10/2010-6/2011 0 0 -32,545 -1,826,401 0 -1,858,946
Balance 30.6.2011 15,386,742 11,033,310 -319,784 -7,849,649 0 18,250,619
Transfer of reserves 0 -1,122,954 0 1,122,954 0 0
Total result for the period 7-9/2011 0 0 9,107 457,779 0 466,886
Balance 30.9.2011 15,386,742 9,910,356 -310,677 -6,268,916 0 18,717,505
Change in Minor interests 0 0 0 0 26,000 26,000
Total result for the period 10/2011-6/2012 0 0 -3,018 -2,443,078 -5,251 -2,451,347
Balance 30.6.2012 15,386,742 9,910,356 -313,695 -8,711,994 20,749 16,292,158

Notes to the Accounts for the First Three Quarters

Accounting and Measurement Principles

This interim report of BRAIN FORCE HOLDING AG as at June 30, 2012 has been prepared in accordance with the principles contained in the International Financial Reporting standards (IFRS), as stipulated in IAS 34, "Interim Financial Reporting". The accounting and measurement principles applied in preparing the consolidated financial statements presented in the annual report as at September 30, 2011 remain unchanged. The statement of comprehensive income was changed due to the minority interest included as of the second quarter 2011/12. As of now the group income statement is presented separately with a result-breakdown for shareholders of the parent company and minority shareholders, followed by the transition to the comprehensive income of the respective period. For more information on accounting and measurement principles, we refer to the annual report and the consolidated financial statements as at September 30, 2011, which serve as the basis for this interim report.

Consolidated Group

All subsidiaries, including those companies in which BRAIN FORCE HOLDING AG directly or indirectly holds more than half of the voting rights or over which BRAIN FORCE exerts a controlling influence are included in the consolidated financial statements.

The consolidated group changed as follows compared to the reporting date of September 30, 2011: Based on a notarial deed dated December 22, 2011, BRAIN FORCE HOLDING AG established the company Network Performance Channel GmbH based in Vöcklabruck, Austria in cooperation with Hofer Management GmbH. BRAIN FORCE HOLDING AG holds 74% of shares in Network Performance Channel GmbH. The object of the company is trading with and developing IT products as well as providing IT services. Network Performance Channel GmbH was entered into the commercial register on January 13, 2012.

BRAIN FORCE Network Solutions B.V., Veenendaal, Netherlands, in which BRAIN FORCE HOLDING AG holds 100% of shares, was deconsolidated in the second quarter of the current business year. As of the beginning of 2010 BRAIN FORCE Network Solutions B.V. has not been exercising any operative business activities and was deleted from the commercial register on January 31, 2012 after the completion of the liquidation procedure.

Comments on the Group Income Statement

Group revenues increased by 10% to € 57.29 million compared to previous year´s period. The operative EBITDA (before restructuring expenses) amounted to € 1.71 million and thus decreased by € 0.24 million compared to the previous year. The operating result (EBIT) slumped from 0.35 to € 0.21 million. The group result was burdened with restructuring expenses in the amount of € 0.68 million, which arose in the first quarter in Germany. This resulted in a group EBITDA for the first nine months of € 1.03 million and a group EBIT of € -0.46 million.

With € -0.55 million the financial result remains almost unchanged compared to previous year. Increased financing costs were compensated with gains from currency conversion. The result from associated companies amounts to € -1.09 million and can be attributed to SolveDirect Service Management GmbH. Out of this amount € -0.27 million can be allotted to the result contribution of the current business year and € -0.82 million to the dilutive effect through further capital increases of 3TS Cisco Growth Funds for financing the expansion. The interest held in Solve-Direct Service Management GmbH was reduced from 67.39% as of September 30, 2011 to 57.57% as of June 30, 2012.

In the first nine months of the current business year the result after taxes (including minority interests) amounted to € -2.45 million compared to € -1.83 million in the previous year.

Segment Information

BRAIN FORCE HOLDING AG reports according to geographic segments in accordance with the management approach contained in the stipulations of IFRS 8. Segment earnings are reported before brand licensing costs and intercompany charges. Segment information is included in this interim report directly after the consolidated income statement.

Comments on the Cash Flow Statement

In the first nine months the gross cash flow from continuing operations reached € 0.87 million and was therefore € 0.89 million below previous year's level of € 1.76 million. The cash flow from operating activities turned in the first three quarters from € + 3.29 million to € -0.46 million. In this respect a decline in earnings as well as an increase of the working capital by € 0.65 million to € 1.99 million had a negative impact.

The cash flow from investing activities developed almost unchanged and amounted to € -0.99 million as in the previous year. The cash flow from financing activities amounted to € 0.68 million and shows and increase in financial liabilities, whereas financial liabilities in the previous year´s period were reduced by € 1.45 million.

Comments on the Balance Sheet

At the reporting date the balance sheet total was € 48.76 million, which is a decrease by 1% compared to September 30, 2011. Non-current assets made up 50% of total assets and amounted to € 24.55 million on the reporting date compared to € 26.07 million on September 30, 2011. Tangible assets and other intangible assets decreased by € 0.49 million. Capital expenditures on property, plant and equipment and other intangible assets totaling € 1.01 million in the reporting period (of which € 0.68 million comprised product development costs) were in contrast to scheduled depreciation of € 1.50 million. The company´s goodwill remains at the same level with € 11.00 million. Investments in associated companies declined by € 1.09 million to € 7.81 million. As at June 30, 2012 the investment in SolveDirect was 57.57% (September 30, 2011: 67.39%).

Current assets comprised 50% of total assets on the reporting date of June 30, 2012. Trade receivables increased by about 6% from the comparable figure on September 30, 2011 to € 16.21 million or 33% of total assets. Cash and cash equivalents decreased by 15% compared to the reporting date of September 30, 2011 and amounted to € 4.96 million.

IFRS-based equity as at June 30, 2012 was € 16.29 million, corresponding to an equity ratio of 33%. Non-current liabilities were reduced only slightly from € 11.70 million to € 11.53 million.

Current liabilities rose by 10% to € 20.93 million, which can be mainly attributed to an increase in current financial liabilities by € 0.67 million to € 2.33 million and an increase of other liabilities by € 1.11 million to € 8.68 million. At the same time trade payables decreased by € 0.06 million to € 8.58 million. The working capital at the reporting date was € 1.99 million, which is an increase by € 0.65 million compared to September 30, 2011. Net debt on the reporting date, June 30, 2012 was € 7.35 million, which equals an increase by € 1.53 million in comparison to September 30, 2011.

As at June 30, 2012 the number of outstanding shares was 15,386,742. Authorized capital amounted to € 7,693,371.

Audit Waiver for the Interim Report

This interim report as at June 30, 2012 was neither audited nor subject to an auditor's review.

Other Disclosures

On October 24, 2011 BRAIN FORCE HOLDING AG announced the mutually agreed termination of the management board contract of Mr. Thomas Melzer as of December 31, 2011. The original contract valid until September 30, 2012 was thus terminated prematurely. Furthermore, on December 23, 2011 the company announced that the supervisory board appointed Mr. Hannes Griesser the new CFO with effect from January 1, 2012.

At the 14th ordinary general meeting on March 1, 2012, amongst other things, BRAIN FORCE HOLDING AG held an election to the supervisory board. In this respect the terms of Mr. Stefan Pierer, Mr. Friedrich Roithner and Mr. Josef Blazicek – expiring at the end of the general meeting – were prolonged for five years. Mr. Wolfgang Hickel asked to be excluded from a reelection. This request was respected and concurrently it was resolved to reduce the number of supervisory board members from five to four.

On May 30, 2012 the general meeting of SolveDirect Service Management GmbH, Vienna decided on a capital increase, which is not yet registered. Upon entry of the capital increase in the commercial register the share of BRAIN FORCE HOLDING AG in SolveDirect Service Management GmbH will decrease from 57.57% to 53.16%.

Vienna, August 14, 2012

The Management Board

Michael Hofer Hannes Griesser

Financial Calendar

Date Event Event
August 14, 2012 Report on the first three quarters of 2011/12
December 19, 2012 Annual report 2011/12

Information on the Company and the BRAIN FORCE Share

Investor Relations: Hannes Griesser
Telephone: +43 1 263 09 09 88
E-Mail: [email protected]
Internet: www.brainforce.com
Vienna Stock Exchange: BFC
Reuters: BFCG
Bloomberg: BFC:AV
Datastream: O:BFS
ISIN: AT0000820659

BRAIN FORCE HOLDING AG Am Hof 4 1010 Vienna Austria

Telephone: +43 1 263 09 09 0 Fax: +43 1 263 09 09 40

[email protected] www.brainforce.com

www.brainforce.com

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