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YOC AG Interim / Quarterly Report 2011

Nov 11, 2011

497_10-q_2011-11-11_4476cf82-b0c2-45f0-ab2b-15e0b71b3be6.pdf

Interim / Quarterly Report

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2011 Berlin, November 11th Interim Report 3nd Quarter

Content

P. 02

YOC at a Glance

P. 03

Letter to the Shareholders

P. 04

Interim Consolidated Management Report

P. 14

Interim Consolidated Financial Statements

P. 27

Financial Calendar

P. 28

Imprint

YOC at a Glance

(in kEUR ) 9M/2011 9M/2010 Change Change in %
Revenue and earnings
Revenues 23,192 22,664 528 2%
Germany 12,366 16,704 -4,338 -26%
Other countries 10,826 5,960 4,866 82%
Mobile Technology segment 9,239 14,314 -5,075 -35%
Media segment 13,953 8,350 5,603 67%
Total performance 24,536 23,665 871 4%
EBITDA -2,466 2,105 -4,571 -217%
EBITDA - margin (in %) -10% 9% n/a n/a
EBITA*1 -3,739 1,580 -5,319 -337%
Net income -6,830 482 -7,312 -1,517%
Earnings per share diluted in EUR -3.36 0.28 -3.64 -1,300%
Earnings per share basic in EUR -3.64 0.28 -3.92 -1,401%
Balance sheet and cash flow statement
Balance sheet total 29,397 33,288*2 -3,891 -12%
Equity ratio (in %) 41% 52%*2 n/a n/a
Cash and cash equivalents 1,167 5,175*2 -4,008 -77%
Cash flow from operating activities -398 -210 -188 90%
Employees
Average number of employees*3 205 175 30 17%
Number of employees as of 30/09*3 230 179 51 28%
Total performance per employee (in kEUR ) 120 135 -15 -11%

*1 EBIT before depreciation and amortization due to purchase price allocation (EBIT adjusted by depreciation and amortization due to company acquisitions) *2 as of 31/12/2010

*3 based on the number of permanent employees

The figures are not subject to an auditor's review.

Letter to the Shareholders

Dear Shareholders,

The first three quarters of the current financial year were a challenging time for the YOC Group, with a disappointing sales and earnings trend. The reason for this is the weak order intake as well as longer project delivery times leading to a delayed revenue recognition within the Mobile Technology unit.

The first three quarters of the current financial year were a challenging time for the YOC Group, with a disappointing sales and earnings trend. The reason for this is the weak order intake as well as longer project delivery times leading to a delayed revenue recognition within the Mobile Technology unit.

The launch of new products within the Mobile Technology unit, such as the YOC Smart Web App, have long project times and lead, in combination with a weak order intake, to a delayed revenue recognition. This creates a high order backlog of €1.8 million as of 30 September 2011.

At the same time, our core segment Media is experiencing an accelerated increase in sales by 67% reaching €14.0 million (YTD/2010: €8.4 million), which is still disproportionate to the market. The YOC Group was able to further expand its competitive position in Europe due to the acquisition of its French subsidiary MobilADdict SAS and the successful Media units in Spain, Austria, and the UK. This development is driven by strong growth in the following product areas: the YOC Media Network, the YOC Performance Network, and the Affiliate Marketing Network belboon.

In the future, we will continue to focus sharply on our core competencies Mobile Technology and Media in order to further strengthen our leadership position in Europe. In parallel with this, non-core activities are discontinued. This is a vital step to promote the development of our company. As part of these efforts, the third quarter of the current financial year saw impairments resulting in extraordinary depreciation amounting to €-4.7 million.

We will devote our full energy to promote the development of the YOC Group in order to master the challenges encountered in the Mobile Technology unit while boosting at the same time the extraordinary performance of the Media unit.

Kind regards,

Dirk Kraus, CEO of YOC AG

Interim Consolidated Management Report

Interim Consolidated Management Report

YOC AG Interim Report 3rd Quarter 2011 04

The Company's Performance in the Third Quarter of 2011

Turnover increased by 2% to € 23, 2 million on a year-to-year basis. The mobile technology segment accounts for 40% and the media segment for 60%.

EBITDA is € -2,5 million. Operative cash flow reached € -0,4 million.

In the first nine months of 2011, YOC's portfolio was extended to include other innovative products such as the YOC Smart Web App,

the YOC Multi Channel Platform, the YOC Campaign Management Platform and a release version of the rich-media ad format YOC Ad Plus.

By acquiring MobilADdict SAS, a French mobile advertising provider, in the first quarter of 2011, YOC was again able to strengthen its market position in Europe.

The YOC Group is a global leading player in Mobile Technology and Media. In its Mobile Technology division, the YOC Group licenses and implements software products for the development of mobile internet portals, web applications and integrated mobile marketing campaigns and platforms for mCRM, mCommerce and mobile banking which are subject to highest security standards. YOC's Media segment offers far-reaching media packages and rich media advertising formats for targeted and efficient mobile advertising.

MOBILE TECHNOLOGY

YO C 's pro duc t p or t folio is b ase d on in - house develop e d technologies that are brought together on a highly performing and innovative platform. These technologies are highly flexible, powerful, reliable and scalable. Roadmaps are used to continually develop these enabling technologies so that the international market can always be provided most innovative mobile technology products and platforms.

In the first three quarters of the current financial year, YOC's launch of the YOC Smart Web App pushed the mobile internet market forward. This app is unique in combining the advantages of native applications with those of the mobile web. The record launch of the YOC Smart Web App for the German TV channel ZDF in September 2011 has shown that YOC's product is absolutely up-to-date compared to the latest trends. With more than 100,000 downloads in just one day, the "ZDF Mediathek" media library was the App of the day on the Apple App Store. Currently, the YOC Smart App for ZDF works on Apple's iPhone and iPad as well as on Android smartphones and tablets. The ZDF TV channel will also offer its media library as YOC Smart Web App for direct browser access, so that users of other mobile operating systems, such as Windows Phone 7 or BlackBerry, can also benefit from optimised content.

The M obile Te chnolo gy s e gm ent is mainly b as e d on the FIT technology developed by Sevenval, a YOC subsidiary. It is the world-wide leading technology for the automated creation and optimised delivery of existing online contents to all internetcompatible mobile devices. This approach enables YOC Group to perfectly meet the needs of customers. Today, advertisers need to continuously adjust to the rapid development of new handsets. This means that advertising formats and mobile portals need to be provided for all operating systems if possible, such as Apple's iOS, Google's Android and Microsoft's Windows Phone 7.

Numerous international customers have already started to use the YOC Multi Channel Platform to meet the high consumer needs. This platform ensures the automated creation and optimised delivery of existing online contents to all internet-compatible mobile devices. Jigsaw and Baur, for example enable their customers to buy clothes and furniture using their smartphones. Coca-Cola uses YOC's Mobile Technology products to operate its mobile CRM system in various countries. YOC's Mobile Technology products also allow customers of Swiss International Air Lines, Austrian Airlines and Air Berlin to use services such as mobile flight booking and mobile check-in. This is mobile commerce based on mobile technology products of YOC Group.

2011

MEDIA

In the third quarter of 2011, the successful development of the Media segment continues to reflect YOC's innovative strength, its technological expertise and the uniqueness of its international marketing network. In the first three quarters of the current financial year, the number of carried out campaigns increased to approximately 1000. International advertising customers such as Kraft Foods, Microsoft, Unilever, Carrefour and Warner Brothers appreciate YOC's mobile advertising offers and use our products and technologies to reach their target groups.

The study "Mobile advertising works", which was presented by YOC and Mindshare at dmexco in September 2011, has shown that investing advertising budget into the medium mobile pays off. The study presented a clear result: There is a significant increase in advertising perception, brand image and consumer acceptance when the medium mobile is integrated into the media mix. This unique research approach allows for cross-media comparisons. It provides new insights to more efficient budget allocation in the future.

The Mobile Advertising segment of YOC Group includes the marketing of mobile websites and applications on a CPM (Cost per Thousand), reach and performance basis. YOC offers its customers the entire range of mobile marketing solutions and currently delivers about 5 billion mobile AdImpressions per month via its AdNetworks. With a portfolio of more than 300 international publishers, YOC Group had the largest premium media network in Europe in the first three quarters of the current financial year. Premium titles such as The Sun, wetter.com, 20 Minutes, krone.at and El Mundo are marketed on a fixed price basis.

Premium-based campaigns focus mainly on the branding, image and awareness objectives of advertisers. Today media agencies use high-profile rich media advertising formats such as YOC Ad Plus to achieve these objectives and to create maximum visibility. This mobile advertising format integrates e.g. videos, picture galleries and 360° views and is configured for all operating systems. YOC Ad Plus is a unique mobile advertising format due to unrivalled targeting opportunities and reliable measurement methods. Advertisers can thus benefit from new possibilities to emotionalise their brand and to target customers more precisely. Many international customers have already started using the YOC Ad Plus, for example: BlackBerry, Ford, Coca-Cola, Austrian Airlines and SAP.

The YOC Performance Network is a web-based, globally designed, self-service technology platform, which brings advertisers and publishers together on the mobile internet on the basis of a variable price system. It is used for campaigns that focus on increasing visibility and which are billed on a performance-related cost-per-click basis.

Affiliate marketing within YOC Group is represented by the affiliate marketing network belboon. This includes online and mobile marketing, which is billed on a performance-related basis. The product segment Affiliate Marketing continued to focus on the accelerated expansion of national and international business in the third quarter of 2011. Segments such as Re-targeting and Performance Display Advertising are the key growth drivers, successfully putting the network in a competitive position in the international market. A further priority in the third quarter was the user interface optimisation and expansion of the technological platform to offer customers more transparency and service and to increase sales in this product area. Sustainable future growth is also supported by effective quality management within the network.

Innovative rich media formats by YOC

The YOC Share

Debt crisis is stalling global economy

In third quarter 2011, the European debt and banking crisis has become more acute than in the first half year, sending the world economy into another slowdown. This development has dominated and affected stock markets between July and September. At its peak, Germany's leading DAX index tumbled 27%, falling from 7300 to 5300 points, as the Euro crisis deepened and some European countries faced financial constraints.

Mixed third quarter of the stock market

The YOC share responded to this downturn, just like other technology stocks, by dropping from €27.85 on 30 June 2011 to a low of €20.50 on 9 August 2011. During the third quarter, the share fluctuated between €23.00 and €27.00 to finally settle at €24.00 on 30 September 2011.

Acting together against the crisis and speculators has forced Eurozone countries to act in unison for the first time. Stock market activities continue to be influenced by the fact that this process will take longer than desired and that unity may not come swiftly.

Analysts show growing interest in YOC

Due to its increasing focus on Mobile Technology and Media, the YOC share has even greater appeal to international investors. This strategic focus in our business operations helps us to create the perfect conditions for our business to benefit from the economies of scale. The capital market also takes advantage of the new reporting structure and, concomitant with this, optimised and more transparent communication. Like Deutsche Bank in 2009 and Close Brothers Seydler Bank in 2010, WestLB also took up coverage with a purchase recommendation in July 2011.

Consistent and transparent Investor Relations

It is the aim of the YOC AG to provide shareholders and other capital market actors with transparent, prompt and comprehensive information about current corporate developments, structural changes and strategic decisions. That is why the company considers transparent financial market information as a key to a sustainable increase in company value.

The YOC AG will give a company presentation at the German Equity Forum held in Frankfurt am Main on 21 November 2011. This conference and the participation in other investor's conferences reflect the growing interest in the YOC share and in the market for Mobile Technology and Media. That is why YOC AG will continue to talk to analysts and investors about the development of the company, holding telephone conferences and attending investor conferences and road shows on a regular basis to inform them about relevant indices and strategic aims.

For more financial information, please go to the investor relations section of the YOC Group homepage at www.yoc.com.

Development of the YOC Share and TecDAX Performance Index

YOC AG TecDAX Performance Index
30/09/2010 34.96 EUR *1 781.47 Points
30/09/2011 24.00 EUR *1 662.63 Points
Change -31.4% -15.2%

*1 Closing price XETRA trading

Financial Position, Financial Performance and Cash Flow

In the first three quarters of the financial year 2011, YOC Group continued consistently to focus on the core business and its further development. An extension of the project delivery times for new products resulted in a significant slow-down of revenue recognition and an increase in order backlog in the current financial year.

Non-core activities continued to be reduced. Against this background, sales during the period under report increased by 2% from € 22.7 million to € 23.2 million. Core business grew by 17% in total despite the shortage of supply. The discontinued noncore activities, however, led to a decline in corresponding sales. The overall performance in the first three quarters of the financial year amounted to a total of €24.5 million, which was due, among others, to internally produced and capitalised assets related to selfdeveloped software amounting to €1.1 million and other operating income that amounted to €0.2 million. This is an increase by 4% compared to €23.7 million last year.

As part of the reorientation of our business, product segments were reorganised. They now consist of Mobile Technology and Media. The financial year 2011 is the first year in which we report according to the new more transparent structure. The comparative figures of the same period in the previous year are also stated in the new structure for the purpose of comparability.

The business segment Mobile Technology generated sales revenues amounting to €9.2 million in the first three quarters of 2011. This corresponds to a share of 40% of total revenue of YOC Group. It went down from 63% (€14.3 million) in the same period last year. Sales in this segment went down as expected as the YOC Group reduces or discontinues project business that is not scalable and non-core activities of this business segment in the long term.

Distribution by segment in %

The business segment Mobile Technology focuses on its core activities: manufacturing, distributing or licensing as well as implementing innovative products and platforms for the product areas Mobile Internet and Mobile Marketing on the basis of the constantly further developed enabling technologies of the company. The launch of new products such as the YOC Smart Web App leads to significantly longer project delivery times in the current financial year, which means that revenue recognition was delayed depending on project progress. At the same time, this creates a high order backlog of around €1.8 million as of 30 September 2011, which will only find its way into sales figures in the following periods.

The business segment Media saw accelerated growth amounting to 67% and clearly outperformed the market in the first three quarters of the financial year. Therefore, the company was able to further expand its relative competitive position in Europe. Due to the increase in sales revenues from €8.4 million to €14.0 million the share of total sales was 60% in the period under report, while it amounted to 37% in the same period of the previous year. This strong performance was fuelled by all product areas of the Media segment: the YOC Media Network in premium mobile advertising (+67%), the YOC Performance Network in blind and performance mobile advertising (+769%) and the Affiliate Marketing Network belboon (+30%). Sales revenues rose by €1.3 million due to the completed acquisition of the French subsidiary MobilADdict SAS, Paris, which was fully integrated in March 2011. Organic growth in the business segment Media amounted to 52% adjusted by this effect.

53% Germany 19% Great Britain 7% France 5% Austria 4% Spain 3% Switzerland 3% USA 5% Other 40% Mobile Technology 60% Media

The YOC Group has constantly continued its international growth trend. International sales increased by 82% from €6.0 million to €10.8 million. Thus, the percentage of internationally generated

Distribution of sales by region in %

2011

sales already amounts to 47% (previous year: 26%), €1.3 million of which are due to the acquisition of MobilADdict SAS, Paris, in March 2011.

The UK remains the most important international market with a share of €4.4 million in total revenue, followed by France (€1.7 million), Austria (€1.1 million), Spain (€0.9 million), Switzerland (€0.8 million) and the US (€0.7 million). Sales revenues totalling €1.2 million were generated in the other foreign markets comprising Belgium, Italy and the Netherlands.

National sales revenues in the home market Germany dropped from €16.7 million to €12.4 million during the period under report in comparison with the same period in the previous year. Thus, the share of total revenue amounts to 53% (previous year: 74%). This drop in the home market is mainly due to the reduction of non-core activities or the discontinuing of areas in the Mobile Technology segment that no longer constitute core business activities in the course of strategic focusing. Another reason is delayed revenue recognition due to longer project delivery times.

The cost of materials rose by 23% to €11.8 million, which is a disproportionate increase compared to the sales development. This trend is due to the strong increase in the business segment Media, which generates lower contribution margins due to its business nature. So the gross profit margin for the entire company fell to a total of 52% compared to the period under report in the previous year.

The expansion of core business activities led to an increase in staff working for YOC Group in the first three quarters of the financial year 2011. Compared to the previous year, the average number of group employees rose by 30 to 205 due to internal and external growth. YOC Group had 230 permanent employees by 30 September 2011. Due to this increase in staff as well as severance payments resulting from the reduction of non-core activities amounting to around €0.2 million, personnel costs rose by €2.4 million to a total of €10.6 million in the first three quarters of 2011. The personnel cost ratio, which is personnel costs in relation to overall performance, increased from 34% to 43% compared to the same period last year. This significant increase in the personnel cost ratio is mainly due to a slow-down of revenue recognition with respect to longer project delivery times since personnel costs are incurred regardless of the stage of completion of the project. This also reflects investments in employee development required for further international expansion, stepping up distribution activities, further and new development of our technological platforms and products. YOC Group pursues its international expansion strategy and prepares for a rapidly growing market in order to optimally seize future opportunities in this respect.

Other operating expenses are up from €3.8 million to €4.6 million compared to the same period last year. This is mainly due to an increase in agency commissions by €0.4 million, which were incurred with respect to the growing Media segment volume. This figure includes one-off expenses due to incidental costs resulting from the acquisition of MobilADdict SAS, Paris, amounting to €0.1 million and another €0.1 million resulting from other operating expenses directly incurred by MobilADdict SAS following its firsttime consolidation. Loss allowances set up for trade receivables and/or bad debt losses amounted to €0.1 million during the period under report, which was 19% in relation to overall performance (previous year: 16%).

Delayed revenue recognition led to an operating loss in the third quarter of 2011. This means that the operating result before depreciation amounts to €-2.5 million in the period under report (previous year: €2.1 million). One-off expenses relating to personnel and other operational expenses also had an impact.

In the Mobile Technology segment, EBITDA dropped from €3.9 million to €-0.6 million in comparison to the first three quarters of 2010. This is mainly caused by delayed revenue recognition but the first three quarters of the financial year are also marked by the reduction of non-core activities, investments in personnel development and oneoff expenses. In the Media segment, EBITDA rose from €0.5 million to €1.2 million during the period under report. This strong increase reflects the growing business volume in connection with the scalable business model, with the EBITDA margin rising from 5% to 9%.

Impairment of assets due to discontinued non-core activities amounted to €4.7 million in the third quarter of 2011. Focusing on the core business means that these activities are discontinued and terminated at short notice. This led to a full impairment of intangible assets related to these areas, such as goodwill, customer bases, trademarks and software.

EBIT dropped to €-8.5 million during the period under report due to the impairment of the aforementioned intangible assets and the negative results of the Mobile Technology segment. Earnings before taxes amounted to €-8.6 million. Earnings after tax were €-6.8 million (previous year: €0.5 million).

Liquid assets of the YOC Group amounted to €1.2 million as of the reporting date and are thus €4.0 million down on 31 December 2010.

In the first three quarters of 2011, operating cash flow amounted to €-0.4 million (previous year: €-0.2 million).

Apart from one-off payments amounting to €0.1 million for incidental acquisitions costs of MobilADdict SAS, Paris, which was acquired in March 2011, the company also incurred severance payments for employees amounted to €0.2 million as well as additional payments to the tax authority amounted to €0.1 million due to ongoing special VAT audits.

The cash flow from investing activities for the ongoing financial year 2011 amounts to €-2.5 million. These payments were mainly incurred due to the acquisition of MobilADdict SAS and the development and capitalization of self-developed software. The technological market leadership is essential for the growth of the Group and the expansion of the market position so that YOC Group employs a total of more than 40 programmers in the development unit dealing with further research and new development of YOC software solutions and platforms.

The change in capital from financing activities amounting to €-1. 5 million mainly results from the planned repayment and the further reduction of bank loans in the period under report. This contributes to further strengthen the equity capital base.

Furthermore, the first-time consolidation of MobilADdict SAS, Paris, acquired in March 2011 led to an inflow of liquid assets amounting to €0.4 million.

The equity-to-assets ratio amounts to 41% as of 30 September 2011 .

Permanent employees Freelance employees and other Total number of employees

Report on Risks and Opportunities Outlook

The YOC Group is an internationally oriented service provider operating in a dynamic market, which naturally involves entrepreneurial, sectoral and financial risks. This mainly includes market and competition risks, technological risks, risks of liability, personnel risks, design risks, organisational risks and financial and treasury risks. YOC's risk management focuses on the efforts to generate sustainable growth and to increase the company value. Taking into account the risk/return ratio, conscious decisions are made to take the necessary risks. Foresighted risk controlling across the group helps to identify and calculate risks and opportunities in time to guarantee efficient controlling for the success of the company. In the first nine months of 2011, the illustrated risk situation did not substantially change compared to the annual report of 2010. Taking account of all known facts and conditions, there are currently no substantial risks. For an overview of future developments, please see section "Outlook".

In the first nine months of the financial year 2011, the YOC Group generated a turnover of € 23,2 million, which is an increase of 2% compared to the same period last year (2010: € 22,7 million).

It is YOC's vision to become a global leader for mobile technology and media. In order to reach this objective, YOC has implemented the following strategies which are to be developed further in the future: firstly, focussing on the mobile technology segment and the media segment, secondly, taking a more product-cantered approach, thirdly, launching business in and transferring technology to countries where the group has not been active yet or only to a limited extent.

The market growth experienced in the first nine months of the current fiscal year is expected to continue in the coming months. The following factors will continue to have a positive impact on the market: the growing popularity of mobile devices, the growing use of smartphones and the increasing use of the mobile internet that comes along with it.

YOC Group is ideally positioned for this strong market growth. The scalable media offer, the presence in European core markets and leading enabling technologies to ensure continuous production and development of new products and platforms promise a continuing participation in future market growth.

Due to the significant slow down of revenue recognition in connection with the increase of delivery times for new products as well as the ramp down of non-core activities within the Mobile Technology segment, we adjusted the expected turnover. For the financial year 2011 we expect a turnover of € 31.0 to 32.0 million.

Consolidated Interim Financial Statements

Consolidated Statement of Comprehensive Income (unaudited)

Consolidated Income Statement in EUR (condensed) Q3/2011 Q3/2010
Revenues 6,729,999 7,085,694
Change in inventories 0 0
Internally produced and capitalized assets 400,964 249,855
Other operating income 73,470 9,240
Total performance 7,204,433 7,344,789
Purchased goods and services 4,430,227 2,783,683
Personnel expenses 3,837,080 2,775,382
Other operating expenses 1,961,641 1,155,044
Earnings before interest, taxes, depreciation and amortization -3,024,514 630,679
Depreciation and amortization 5,190,379 339,561
Earnings before interest and taxes -8,214,893 291,119
Financial income 9,398 602
Financial expenses 84,623 82,746
Financial result -75,225 -82,144
Earnings before taxes -8,290,117 208,975
Income taxes -1,672,352 78,081
Net income -6,617,765 130,894
Earnings per share diluted -3.22 0.07
Earnings per share basic -3.49 0.07
Number of shares (weighted) Q3/2011 diluted: 2.056.324
Number of shares (weighted) Q3/2011 basic: 1.894.000
Number of shares (weighted) Q3/2010 diluted/basic: 1.750.000
Consolidated Statement of Recognized Income and Expenses in EUR (condensed) Q3/2011 Q3/2010
Net income -6,617,765 130,894
Changes in fair value of financial assets 31 0
Changes from currency translation 36,603 -59,735
Other loss / income 36,634 -59,735
Comprehensive income -6,581,131 71,159

The figures are not subject to an auditor's review. Minor calculation differences may occur due to commercial rounding of individual items and percentage values.

Consolidated Statement of Comprehensive Income (unaudited)

Consolidated Income Statement in EUR (condensed) 9M/2011 9M/2010
Revenues 23,192,158 22,663,874
Change in inventories 0 -29,800
Internally produced and capitalized assets 1,093,860 871,855
Other operating income 249,542 158,825
Total performance 24,535,560 23,664,754
Purchased goods and services 11,790,029 9,581,621
Personnel expenses 10,602,673 8,163,571
Other operating expenses 4,608,689 3,814,304
Earnings before interest, taxes, depreciation and amortization -2,465,831 2,105,257
Depreciation and amortization 5,998,939 950,886
Earnings before interest and taxes -8,464,770 1,154,372
Financial income 138,575 5,632
Financial expenses 318,670 276,541
Financial result -180,095 -270,909
Earnings before taxes -8,644,865 883,463
Income taxes -1,815,214 401,457
Net income -6,829,651 482,006
Earnings per share diluted -3.36 0.28
Earnings per share basic -3.64 0.28
Number of shares (weighted) 30/09/2011 diluted: 2.033.056
Number of shares (weighted) 30/09/2011 basic: 1.874.344
Number of shares (weighted) 30/09/2010 diluted/basic: 1.750.000
Consolidated Statement of Recognized Income and Expenses in EUR (condensed) 9M/2011 9M/2010
Net income -6,829,651 482,006
Changes in fair value of financial assets 141 0
Changes from currency translation -20,315 42,418
Other loss / income -20,174 42,418
Comprehensive income -6,849,825 524,424

The figures are not subject to an auditor's review. Minor calculation differences may occur due to commercial rounding of individual items and percentage values.

Consolidated Statement of Financial Position (unaudited)

in EUR (condensed) 30/09/2011 31/12/2010
Assets
Non-current assets 20,468,650 20,381,848
Property, plant and equipment 981,405 768,944
Goodwill 11,304,002 11,359,002
Intangible assets 7,218,166 8,252,902
Investments 0 1,000
Deferred taxes 965,077 0
Current assets 8,928,116 12,906,181
Inventories 0 0
Advanced payments made 148,218 105,695
Trade receivables 7,304,460 7,432,724
Other assets 258,002 156,172
Tax receivables 36,372 22,731
Securities 13,646 13,469
Cash and cash equivalents 1,167,418 5,175,390
Total assets 29,396,766 33,288,029

The figures are not subject to an auditor's review.

Consolidated Statement of Financial Position (unaudited)

in EUR(condensed) 30/09/2011 31/12/2010
Equity and Liabilities
Equity 11,965,747 17,155,615
Subscribed capital 1,915,000 1,887,000
Capital reserve 14,977,887 13,559,450
Retained earnings -4,904,065 1,925,586
Revaluation surplus 141 0
Currency translation 27,103 47,418
Treasury shares -50,319 -263,839
Non-current liabilities 3,265,489 3,819,710
Provisions 33,332 33,331
Bank loans 1,859,998 2,214,918
Other liabilities 0 0
Other financial liabilities 768,885 599,817
Deferred taxes 603,274 971,644
Current liabilities 14,165,530 12,312,704
Advances received 2,285,327 2,013,826
Trade payables 3,189,270 2,496,291
Bank loans 1,483,417 2,617,806
Other liabilities 6,216,049 4,596,321
Other financial liabilities 752,083 424,051
Tax liabilities 189,384 102,049
Provisions 50,000 62,360
Total equity and liabilities 29,396,766 33,288,029

The figures are not subject to an auditor's review.

Consolidated Statement of Cash Flows (unaudited)

in EUR (condensed) 9M/2011 9M/2010
Net income -6,829,651 482,006
Depreciation and amortization 5,998,939 950,886
Taxes recognized in the income statement -1,815,214 401,457
Interests recognized in the income statement 180,095 270,909
Non-cash income and expenses 104,655 104,885
Cash-Earnings -2,361,176 2,210,143
Losses from disposal of assets 76 1,087
Changes in inventories 0 29,800
Changes in receivables, advance payments made and other assets 836,277 -2,085,657
Changes in liabilities, advances received and other liabilities 1,426,753 -2,043,164
Changes in current provisions 15,000 1,701,565
Interests received 8,033 5,632
Interests paid -275,290 -224,895
Income tax payments / refunds -47,250 195,835
Cash flow from operating activities -397,576 -209,654
Purchase of current financial assets 0 -13,466
Acquisition of subsidiaries -1,018,879 -907,626
Purchase of property, plant and equipment -355,592 -222,734
Purchase of intangible assets -43,433 -77,653
Outflow from development costs -1,093,860 -871,855
Cash flow from investing activities -2,511,765 -2,093,334
Reissuance of debts from finance lease -31,679 0
Repayment of bank loans -2,499,000 -930,597
Issuance of bank loans 1,000,000 1,000,000
Cash flow from financing activities -1,530,679 69,403
Net increase / decrease -4,440,020 -2,233,586
Exchange- rate- related changes in cash and cash equivalents -2,411 334
Expansion of the scope of consolidation 434,458 0
Cash and cash equivalents at the beginning of the period 5,175,390 2,824,822
Cash and cash equivalents at the end of the period 1,167,418 591,570

The figures are not subject to an auditor's review.

Consolidated Statement of Changes in Equity (unaudited)

in EUR (condensed) Sub
scribed
capital
Capital
reserve
Retained
earnings
Reva
luation
surplus
Currency
translation
Treasury shares Total
as of 01/01/2011 1,887,000 13,559,450 1,925,586 0 47,418 -263,839 17,155,615
Net income -6,829,651 -6,829,651
Currency translation -20,315 -20,315
Unrealized gains 141 141
Comprehensive income -6,829,651 141 -20,315 -6,849,825
Issuance of subscribed capital 28,000 953,120 981,120
Reduction of treasury shares 352,130 213,520 565,650
Stock option programme 113,187 113,187
as of 30/09/2011 1,915,000 14,977,887 -4,904,065 141 27,103 -50,319 11,965,747
Sub
scribed
Capital Retained Reva
luation
Currency
in EUR (condensed) capital reserve earnings surplus translation Treasury shares
Total
as of 01/01/2010 1,750,000 9,143,281 1,254,179 0 -14,746 -263,839
11,868,875
Net income 482,006 482,006
Currency translation 42,418 42,418
Unrealized gains 0
Comprehensive income 482,006 0 42,418 524,424
Issuance of subscribed capital 0
Reduction of treasury shares 0
Stock option programme 65,216 65,216
as of 30/09/2011 1,750,000 9,208,497 1,736,185 0 27,672 -263,839
12,458,515

Minority interests do not exist.

The figures are not subject to an auditor's review.

Notes to the financial statement (unaudited)

1. General information

YOC AG is a company based in Berlin, Karl-Liebknecht-Straße 1, Germany, operating as service provider in the field of advertising and distribution via the mobile phone and the internet in the segments Mobile Technology and Media on an international level.

YOC AG is listed in the Prime Standard of the Frankfurt Stock Exchange under the reference number WKN 593273 / ISIN DE 0005932735.

2. Principles for the preparation of the financial statements, accounting and valuation methods

Principles for the preparation of the financial statements

YOC AG is obliged to compile a consolidated financial statement pursuant to Section 290 II of the German Commercial Code (HGB). The interim financial statement of YOC AG as of 30 September 2011 has been prepared pursuant to Section 315a of the German Commercial Code (HGB) in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB), London, United Kingdom, and the interpretations of the International Financial Reporting Interpretations Committee (IFRIC), as applicable in the European Union (EU), in effect on the closing date of the financial statement. The interim financial statement of YOC AG as of 30 September 2011 thus conforms to the IFRS as mandatory in the European Union from 1 January 2011.

The condensed and unaudited interim consolidated financial statements of YOC AG were prepared in accordance with the International Accounting Standard (IAS) 34. The accounting policies as well as the estimation methods applied to this interim consolidated financial statements are generally in line with the accounting policies used in the IFRS consolidated financial statements dated 31 December 2010. The interim consolidated financial statements should be read in connection with the audited IFRS financial statements dated 31 December 2010.

The interim consolidated financial statements as of 30 September 2011 have not been audited.

Accounting and valuation methods

The financial reporting methods used for the preparation of the consolidated financial statements as of 31 December 2010 were taken as a basis for the preparation of the condensed interim consolidated financial statements of YOC AG. The following standards and interpretations applied for the first time as of 1 January 2011 are an exception to this principle:

  • IAS 24 (revised 2009): Related Party Disclosures
  • Improvements of the International Financial Reporting Standards (2010)
  • Amendment of IFRIC 14 (revised 2009): Prepayments of a Minimum Funding Requirement
  • IFRIC 19: Extinguishing Financial Liabilities with Equity Instruments

The first-time application of the changes did not have a material impact on the financial reporting methods and the presentation of the financial position, financial performance and cash flow of YOC Group.

YOC Group did not apply standards, interpretations or amendments passed by the IASB and IFRIC that do not have to be applied yet or have not yet been adopted by the EU Commission, respectively, in the interim consolidated financial statement as of 30 September 2011:

  • Amendment of IFRIC 7 (2011): Financial Instruments: Disclosures
  • IFRS 9: Financial Instruments
  • IFRS 10: Consolidated Financial Statements
  • IFRS 11: Joint Arrangements
  • IFRS 12: Disclosure of Interests in Other Entities
  • IFRS 13: Fair Value Measurement
  • Amendment of IAS 1 (2011): Presentation of Financial Statements: Presentation of Other Comprehensive Income
  • Amendment of IAS 12 (2010): Deferred Taxes: Recovery of Underlying Assets
  • Amendment of IAS 19 (2011): Employee Benefits: Employee Benefit Accounting
  • Amendment of IAS 27 (2011): Separate Financial Statements: Amendments Resulting from the Publication of IFRS 20: Consolidated Financial Statements
  • Amendment of IAS 28 (2011): Investments in Associates and Joint Ventures: Amendments Resulting from the Publication of IFRS 20: Consolidated Financial Statements

The impact on the financial reporting methods and the presentation of the financial position, financial performance and cash flow of YOC Group is currently being evaluated.

3. Business combinations Acquisition of MobilADdict SAS

With the acquisition of MobilADdict SAS, Paris, France, YOC AG includes another wholly-owned subsidiary in its consolidated financial statement as of 23 March 2011. MobilADdict SAS was included in the consolidated financial statements of YOC AG for the first time when control was obtained. The shares in MobilADdict SAS were transferred as of 5 May 2011.

MobilADdict SAS is a French mobile advertising provider marketing advertising space in the mobile internet. The acquisition enables YOC Group to expand its position on the French market and accelerates international growth.

The acquisition costs amounting to kEUR 3,150 consist of a fixed earn out component amounting to kEUR 2,165 as well as a variable earn out component with a fair value of kEUR 985 at the date of acquisition.

One fixed earn out component amounting to kEUR 830 was paid in cash. The other fixed earn out component amounting to kEUR 1,332 was paid in the form of 38,000 no-par-value shares of YOC AG issued in the name of the holder at a share price of EUR 35.04 per share. A capital increase of 28,000 new no-par-value shares issued in the name of the holder at a share price of EUR 35.04 per share was implemented for the payment of the share purchasing price. The transfer of 10,000 YOC shares from the own stock of YOC AG was also implemented at a share price of EUR 35.04 per share.

The variable earn out component is based on the EBITDA of MobilADdict SAS generated in the financial years 2011 and 2012 and is due for payment on 1 July of the respective subsequent year. At the time of the preparation of the interim consolidated financial statement, YOC AG expects an obligation resulting from the variable earn out component amounting to kEUR 1,035 at the date of performance estimated at a fair value of kEUR 985 as of the acquisition date.

In case of an overachievement of the earnings for 2011 and 2012, a subsequent purchasing price payment of a maximum total of kEUR 517 for 2011 and 2012 may fall due so that a maximum variable purchasing price amounting to kEUR 1,552 may result. At the time of the preparation of the interim consolidated financial statement, YOC AG expects that an overachievement of the business planning is not likely. If MobilADdict SAS misses its EBITDA targets contrary to expectations, the payment in return may be reduced to kEUR 0.

A purchase price allocation in accordance with IFRS 3 was implemented for the acquisition of MobilADdict SAS. As the valuation of identifiable assets and liabilities has not been fully completed with regard to MobilADdict SAS, the purchase price allocation is preliminary and can be adjusted within one year after the takeover date on the basis of conclusive information in accordance with IFRS 3.

The following table shows the preliminary purchase price allocation of MobilADdict SAS at the date of acquisition:

Purchase price alloca
tion MobilADdict SAS
(in kEUR)
Historical
carrying
amounts
Adjust
ments
Fair value
at acquisi
tion date
Non-current assets 10 1,808 1,818
Intangible assets 3 1,808 1,811
Property, plant and
equipment
7 0 7
Deferred taxes 0 0 0
Current assets 1,476 0 1,476
Receivables
andother assets
1,042 0 1,042
Cash and
cash equivalents
434 0 434
Liabilities 1,371 603 1,974
Liabilities 1,371 0 1,371
Deferred taxes 0 603 603
Net assets 115 1,205 1,320
Goodwill reconciliation (in kEUR)
Fair value of acquisition costs 3,150
Net assets 1, 320
Remaining goodwill 1,830

Customer bases amounting to kEUR 1,808 were capitalised within the scope of the preliminary purchase price allocation. The customer bases were evaluated at their fair value. A modified DCF method based on the currently valid version of the IDW S1 (Standard of the Institute of Public Auditors in Germany) was applied within the scope of the income approach. The subsequent valuation of customer basis will be implemented on a linear basis as scheduled during a useful life of 10 years.

The gross amount of accounts receivable was kEUR 944; receivables amounting to kEUR 100 have been adjusted due to their age structure.

Goodwill amounting to kEUR 1,830 and reflecting the potential synergy effects as well as the strategic development potential of the company results from the difference between the purchasing price amounting to kEUR 3,150 and the preliminary net asset value of kEUR 1,320.

MobilADdict SAS contributed kEUR 1,257 in sales and earnings after tax amounting to kEUR 95 to the group earnings as of 30 September 2011. In case of inclusion of MobilADdict SAS as of 1 January 2011 in YOC Group, the company would have contributed sales amounting to kEUR 1,523 and earnings after tax amounting to kEUR 94.

4. Segment reporting

Identification of the reportable segments

Segment reporting is carried out on the basis of the internal management structure. Reorganisation for the further development of the business area strategy was implemented at the beginning of the financial year in order to focus on scalable business segments and to achieve more internal and external transparency. The group is organised in the following reportable business segments:

    1. Mobile Technology
    1. Media
in kEUR (condensed) Mobile Technology Media Consoli
dation
Overhead YOC Group
9M/2011
External sales 9,239 13,953 23,192
Internal sales 1,944 1,462 -3,405 0
Total sales 11,182 15,415 -3,405 23,192
Internally produced and capitalised assets 809 285 1,094
Changes in inventories 0 0 0
Other operating income 138 111 250
Total performance 10,186 14,350 24,536
Purchased goods and services 2,480 9,310 11,790
Personnel expenses 6,490 2,342 1,771 10,603
Other operating expenses 1,814 1,467 1,328 4,609
EBITDA -598 1,231 -3,098 -2,466
in kEUR (condensed) Mobile Technology Media Consoli
dation
Overhead YOC Group
9M/2010
External sales 14,314 8,350 22,664
Internal sales 2,890 381 -3,271 0
Total sales 17,204 8,731 -3,271 22,664
Internally produced and capitalised assets 635 237 872
Changes in inventories -30 0 -30
Other operating income 99 60 159
Total performance 15,018 8,647 23,665
Purchased goods and services 3,879 5,703 9,582
Personnel expenses 5,207 1,607 1,350 8,164
Other operating expenses 2,058 886 871 3,814
EBITDA 3,875 451 -2,221 2,105

EBITDA can be reconciled to earnings after tax as follows:

Reconciliation (in kEUR) 9M/2011 9M/2010
EBITDA -2,466 2,105
Depreciation and amortization -5,999 -951
Financial result -180 -271
Income Taxes 1,815 -401
Net income -6,830 482

kEUR 12,366 in external sales (previous year: kEUR 16,704) are attributed to Germany. kEUR 10,826 (previous year: kEUR 5,960) are attributed to international sales.

5. Fixed assets

Intangible assets

In the first nine months of the financial year, YOC Group produced software amounting to kEUR 1,094 (previous year: kEUR 872). It purchased further software and licences amounting to kEUR 26 (previous year: kEUR 74) during this period.

Impairment of intangible assets

Due to the focussing of YOC Group on its core business in the segment Mobile Technology, the reduction of the product units Mobile B2C and Mobile Messaging was further advanced in 2011. Due to the withdrawal the management does not expect any future economic benefits from these business units. Hence all assets in connection with these business units were fully impaired as of 30 September 2011.

The impairment of the pro duc t unit Mobile B2C totalling kEUR 1,662 is split up into the impairment of the goodwill amounting to kEUR 599 and capitalised software, customer bases and brands amounting to kEUR 1,063.

The impairment of the product unit Mobile Messaging totalling kEUR 2,493 is split up into the impairment of the goodwill amounting to kEUR 1,213 as well as capitalised software and customer bases amounting to kEUR 1,280.

Imparement of self-developed and purchased intangible assets totalling kEUR 539 was also carried out due to the restructuring of YOC Group's core business as of 30 September 2011. In the Mobile Technology segment, mainly self-developed software amounting to kEUR 128 as well as purchased software and brands amounting to kEUR 73 were additionally impaired in value. Intangible assets impaired in value were used in the business units that are discontinued in the course of the business reorganisation of YOC Group. In the Media segment, self-developed software amounting to kEUR 338 was impared in value, which can not be used for the implementation of the planned product portfolio and does not generate a future economic benefit for YOC Group as a result.

Property, plant and equipment

Property, plant and equipment, particularly servers, PCs and office equipment amounting to kEUR 441 (previous year: kEUR 221) was purchased until the end of the third quarter. Property, plant and equipment thereof amounting to kEUR 161 was purchased through a hire-purchase agreement.

6. Financial liabilities

Loans

Due to the acquisition of MobilADdict SAS in the first quarter of the financial year 2011, a loan amounting to kEUR 1,000 was taken up.

Following the unscheduled repayment of a loan at the beginning of the year amounting to kEUR 500 as well as the planned bank loan repayment amounting to kEUR 1,400, an extension of the term and an adjustment of the repayment modalities of the loan for the financing of the acquisition of Sevenval GmbH (formerly Sevenval AG) with a remaining nominal amount of kEUR 1,600 was agreed as of 30 September 2011. The semi-annual repayment rates are reduced from kEUR 500 to kEUR 400 as of 30 September 2011. The loan term is accordingly prolonged by six months until 30 September 2013.

The repayment of the remaining bank loans amounted to kEUR 599 until 30 September 2011 according to schedule.

Purchasing price payment acquisition of YOC Spain, S.L., formerly Mobile Interactive Advertising Media, S.L.

On 22 September 2009, YOC AG acquired 100% of the shares of YOC Spain, S.L. (formerly: Mobile Interactive Advertising Media, S.L.).

The cash share of the agreed variable earn out component amounting to kEUR 103 was paid out in the third quarter. With the transfer of 7,000 own shares at a share price of EUR 30.75 to the seller of YOC Spain, S.L. YOC AG fulfilled another conditional purchasing price payment in the third quarter.

The valuation of the agreed variable earn out component, in share packages, was implemented at a share price of EUR 23.00 as of 30 September 2011. As of 30 September 2011, the adjustment of the variable purchasing price was carried out by means of an adjustment of the goodwill amounting to kEUR -129 on the basis of IFRS 3, which has been binding as of the acquisition date.

Hire purchase

Liabilities resulting from the hire purchase mentioned in Section 5) are stated in the balance sheet under long-term financial liabilities amounting to kEUR 33 as well as short-term financial liabilities amounting to kEUR 87 according to their term as of 30 September 2011.

7. Information about the cash flow statement

The liquid assets of YOC Group amounted to kEUR 1,167 as of the reporting date and are thus kEUR 4,006 down compared to the 31 December 2010. The liquidity drop is mainly due to the repayment of bank loans amounting to kEUR 2,499 as well as the payment of costs for the development of self-developed software amounting to kEUR 1,094 in 2011.

8. Stock options and own shares

Employees of YOC Group were granted 18,625 options within the scope of the stock option programme in the third quarter. As 4,375 stock options expired since the beginning of the year, a stock of 171,715 issued options results as of 30 September 2011.

The stock of own shares was reduced from 21,000 to 4,000 in the first three quarters of the financial year. In the course of the acquisition of MobilADdict SAS in the first quarter 2011, 10,000 own shares were transferred to the sellers of the company. In the third quarter 2011, 7,000 own shares were transferred to the seller of YOC Spain, S.L. (formerly: Mobile Interactive Advertising Media, S.L.) as an earn out component.

9. Contingencies, warranties, contingent liabilities etc.

The guaranty provided by Commerzbank to the lessor for YOC Group within the scope of the lease contract for the business premises of YOC AG was increased by kEUR 50 to kEUR 100 as of 30 June 2011. The guaranty has not been changed as of 30 September 2011.

Moreover, there are no significant changes compared to information provided about the contingencies in the consolidated financial statements as of 31 December 2010.

10. Related-party disclosures

Related-party disclosures stated in the annual report as of 31 December 2010 have not changed as of 30 September 2011.

11. Miscellaneous events

As of September 2011 Patrick Feller resigned from the Supervisory Board of YOC AG to be appointed as a member of the Executive Board. Mister Feller assumes the responsibility for the organisation, strategy, strategic human resource development as well as the change management of YOC Group.

Oliver Borrmann was also appointed member of the Supervisory Board of YOC AG in September 2011.

12. Events after the interim reporting period

There were no significant events after the 30 September 2011 until the publication of the interim consolidated financial statement.

Interim Report 3rd Quarter 2011

Assurance by the Legal Representatives

We confirm to the best of our knowledge that the consolidated financial statements comply with the accounting principles which have to be applied in interim financial reporting and communicate a true and fair picture of the Group asset position, financial situation and operating results, that the consolidated management report presents the development of the business, including the business results and the situation of the Group, in such a way that a true and fair picture is communicated and that the main opportunities and risks of the probable development of the Group in the rest of the financial year are outlined.

Berlin, November 11th 2011

Dirk Kraus, CEO der YOC AG

Alex Sutter, CSO der YOC AG

Jan Webering, COO der YOC AG

Joachim von Bonin, CFO der YOC AG

Patrick Feller, Vorstand der YOC AG

YOC Contact

Berlin (Headquarters)

YOC AG YOC Mobile Advertising GmbH belboon-adbutler GmbH Moustik GmbH

Karl-Liebknecht-Straße 1 10178 Berlin Germany T: +49 (0) 30 726 162-0 F: +49 (0) 30 726 162-222

London

YOC Ltd. YOC Mobile Advertising Ltd.

Ashbrook House 3-5 Rathbone Place London, W1T 1HJ United Kingdom T: +44 (0) 20 719 901 14 F: +44 (0) 78 912 000 16

Paris MobilADdict SAS

96 avenue du Général Leclerc 92100 Boulogne Billancourt/Paris France T: +33 175 494 476

Cologne

YOC AG Sevenval GmbH

Bahnhofsvorplatz 1 50667 Cologne Germany T: +49 (0) 221 650 07-0 F: +49 (0) 221 650 07-65

Vienna

YOC Central Eastern Europe GmbH

Kaiserstraße 113-115 1070 Vienna Austria T: +43 (0) 1 522 500 6111 F: +43 (0) 1 522 500 6116

Madrid YOC Spain, S.L.

Avda. General Perón, 38-3ª Planta 28020 Madrid Spain T: +91 203 74 00 F: +91 203 74 70

Financial Calendar

22/03/2012

Publication of the provisional annual results for 2011

26/04/2012

Press conference

14/05/2012

Interim Report First Quarter 2012

13/08/2012

Report First Half of 2012

12/11/2012

Interim Report Third Quarter 2012

Provisional dates. An updated version can be found at: http://ir.yoc.com

Imprint

Publisher and Overall Concept

YOC AG Karl - Liebknecht - Str. 1 10178 Berlin t: +49 (0) 30 726 162 - 201 f : +49 (0) 30 726 162 - 222 e: [email protected]

Investor Relations

Christina von Grauvogl t : +49 (0) 30 726 162 - 205 e: [email protected]

Design and Production

YOC AG

[email protected] www.yoc.com mobile.yoc.com www.twitter.com/yoc_group