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YOC AG — Interim / Quarterly Report 2012
Aug 13, 2012
497_10-q_2012-08-13_6fb09580-b407-490f-a89e-dc42d6680032.pdf
Interim / Quarterly Report
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2012 Interim Report First Half
Berlin, August 13 th
Content
P. 02
Letter to the Shareholders
P. 03
YOC at a Glance
P. 05
Interim Consolidated Management Report
P. 14
Interim Consolidated Financial Statements
P. 30
Financial Calendar
P. 30
Imprint
Letter to the Shareholders
Dear Shareholders,
In the first six months of the current financial year, we actively pursued the objectives set in the second half of 2011 such as profitability increase (Mobile Technology segment) and growth (Media segment). The consistent implementation of strategic actions in the two segments Mobile Technology and Media resulted in half-year sales amounting to around EUR 17.5 million (H1/2011: EUR 16.0 million) and an operating income in the amount of EUR -1.4 million (H1/2011: EUR 0.6 million).
We push ahead the further strategic focusing of the company on the strongly growing and scalable international Media segment. Against this background, YOC is currently examining the strategic option of selling the Mobile Technology segment. The market for Mobile Advertising is among the most rapid developing markets worldwide. We are convinced to fully exploit the market opportunities by concentrating our resources on the Media segment.
Since the beginning of the year, the Mobile Technology segment trades under the brand Sevenval. After the second half of 2011, where the Mobile Technology segment accounted a negative EBITDA profitibility, our business focused on the core product FIT Technology, its implementation as well as the simplification of structures and optimisation of processes. Those led to the planned profitability increase in the Mobile Technology segment. In the first half of 2012, we generated sales totalling EUR 7.0 million (H1/2011: EUR 7.5 million) and an operating income amounting to EUR 0.9 million (H1/2011: EUR 1.3 million). The share of licence revenues in segment sales amounts to 25 percent.
We won numerous new customers and expanded our existing customer business in the past six months. Mercedes-Benz, for example, extended its cooperation with YOC from the European to the Asian market. With the recently launched version 12.0 of the FIT software, we provide significant further developments in the field of web performance, transaction security and usability. Due to the strong demand and unique performance features of our FIT Technology, we expect Sevenval to continue its positive development.
In the first quarter of 2012, the Media segment invested in central organisational units in order to standardise business processes and expand further. The respective expenses are already included in the cost structure from the first quarter 2012. In the first half of 2012, we generated sales amounting to EUR 10.5 million (H1/2011: EUR 8.5 million) and an operating income to EUR -0.9 million (H1/2011: EUR 1.2 million).
At the same time, YOC pushed ahead the international market for Mobile Advertising with new technologies and products: New Mobile Advertising formats such as YOC Roadblock, YOC Pre Roll and YOC Advantage were successfully placed in the market. The rich media advertising tool YOC Mystery Ad was awarded a prize by the jury of this year's Cannes Lion International Advertising Festival: YOC received the Gold Lion in the new category Mobile. Moreover, we could further expand our international publisher portfolio in the first half-year 2012. In addition to the continuation of long-standing partnerships with OMS, The Sun, Eurosport or MTV, premium publishers such as N24, goFeminin, Cosmopolitan, news.at and Rue89 were included in the portfolio.
We expect a continued positive sales and earnings trend for the second half-year. The third quarter, marked by weaker summer months, will be followed by a strong fourth quarter that is also accelerated by the Christmas business.
To strenghten the equity basis and ensure an adequate solvency that is needed for the further development of the company, we are undertaking a capital increase through the issuance of up to 275,000 shares. The stock issue sparks a distinctive interest from the investors.
We are looking forward to continuing our successful cooperation.
Kind regards,
Dirk Kraus, CEO of YOC AG
03YOC at a Glance
| (in kEUR ) | H1/2012 | H1/2011 | Change | Change in % |
|---|---|---|---|---|
| YOC Group (continued and discontinued operations) | ||||
| Revenue and earnings | ||||
| Total revenue | 17,554 | 15,992*3 | 1,562 | 10% |
| Germany | 8,752 | 9,125*3 | -373 | -4% |
| Other countries | 8,803 | 6,868*3 | 1,935 | 28% |
| Mobile Technology segment | 7,022 | 7,469 | -447 | -6% |
| Media segment | 10,532 | 8,523*3 | 2,009 | 24% |
| Total | 18,378 | 16,861 | 1,517 | 9% |
| EBITDA | -1,417 | 559 | -1,976 | <-100% |
| EBITDA - margin (in %) | -8% | 3% | n/a | n/a |
| EBITA*1 | -2,090 | 82 | -2,172 | <-100% |
| Earnings after tax | -2,694 | -212 | -2,482 | <-100% |
| Earnings per share (diluted in EUR) | -1.41 | -0.11 | -1.30 | <-100% |
| Earnings per share (basic in EUR) | -1.41 | -0.12 | -1.29 | <-100% |
| Financial position and liquidity | ||||
| Total assets | 30,118 | 30,603*4 | -485 | -2% |
| Equity ration (in %) | 28% | 36%*4 | n/a | n/a |
| Cash and cash equivalents | 1,571*4 342 |
-1,229 | -78% | |
| Operating cash flow | -1,002 | -1,026 | 24 | 2% |
| Employees | ||||
| Average number of employees*2 | 228 | 197 | 31 | 16% |
| Number of employees as per 30/06/2012 | 225 | 204 | 21 | 10% |
| Total output per employee (in kEUR ) | 81 | 86 | -5 | -6% |
*1 EBIT before depreciation and amortization due to purchase price allocation (EBIT adjusted by depreciation and amortization due to company acquisitions)
*2 On the basis of permanent employees
*3 Since the reporting year 2012 the total revenues of the Media segment are calculated net after the deduction of agency commissions. As comparison the figures of 2011 have been adapted by agency commissions of 470 kEUR (Germany 259 kEUR, other countries 210 kEUR) resulting in reduced revenues and other operating expenses.
*4 As per 30/06/2011
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.
| (in kEUR ) | H1/2012 | H1/2011 | Change | Change in % |
|---|---|---|---|---|
| Media and Holding (continued operations) | ||||
| Revenue and earnings | ||||
| Total revenue | 10,532 | 8,523*3 | 2,009 | 24% |
| Germany | 4,568 | 5,238*3 | -670 | -13% |
| Other countries | 5,964 | 3,285*3 | 2,678 | 82% |
| Total | 10,782 | 8,820 | 1,961 | 22% |
| EBITDA | -2,316 | -745 | -1,571 | <-100% |
| EBITDA - margin (in %) | -21% | -8% | n/a | n/a |
| EBITA*1 | -2,623 | -957 | -1,666 | <-100% |
| Earnings after tax | -2,812 | -1,441 | -1,371 | -95% |
| Earnings per share (diluted in EUR) | -1.47 | -0.72 | -0.75 | <-100% |
| Earnings per share (basic in EUR) | -1.47 | -0.78 | -0.69 | -88% |
| Employees | ||||
| Average number of employees*2 | 115 | 81 | 34 | 42% |
| Number of employees as per 30/06/2012 | 115 | 79 | 36 | 46% |
| Total output per employee (in kEUR ) | 94 | 109 | -15 | -14% |
| Mobile Technology (discontinued operations) | ||||
| Revenue and earnings | ||||
| Total revenue | 7,022 | 7,469 | -447 | -6% |
| Germany | 4,183 | 3,887 | 296 | 8% |
| Other countries | 2,839 | 3,582 | -743 | -21% |
| Total | 7,596 | 8,041 | -445 | -6% |
| EBITDA | 899 | 1,304 | -404 | -31% |
| EBITDA - margin (in %) | 12% | 16% | n/a | n/a |
| EBITA*1 | 533 | 1,039 | -506 | -49% |
| Earnings after tax | 118 | 1,199 | -1,082 | -90% |
| Earnings per share (diluted in EUR) | 0.06 | 0.61 | -0.55 | -90% |
| Earnings per share (basic in EUR) | 0.06 | 0.66 | -0.60 | -91% |
| Employees | ||||
| Average number of employees*2 | 113 | 116 | -3 | -3% |
| Number of employees as per 30/06/2012 | 110 | 125 | -15 | -12% |
| Total output per employee (in kEUR ) | 67 | 69 | -2 | -3% |
05 Interim Consolidated Management Report
The Company's Performance in the First Half of 2012
In the first half of 2012 the Group generated sales totaling EUR 17.5 million. The Mobile Technology segment accounts for 40% and the Media segment for 60%.
YOC Group constantly continued its international growth course. International revenues rose by 29% from EUR 6.9 million to EUR 8.9 million. Thus, the percentage of internationally generated revenues amounted to 51%.
EBITDA amounted to EUR -1.4 million in the first three months of 2012.
The operating cash flow amounted to EUR -1.0 million.
YOC is the global provider of mobile technology and media. In its Mobile Technology division, YOC licenses and implements software products for the development of cutting-edge technological infrastructure like mobile internet sites, web apps, mobile commerce, secure mobile banking, mobile CRM platforms and integrated, high end mobile marketing campaigns. The Media segment
(Mobile Advertising and Affiliate Marketing) includes the marketing of media bundles and advanced rich media advertising formats for highly targeted and efficient mobile advertising. Several of the world's top brands (e.g. The Coca-Cola Company, Mercedes-Benz, Motorola, Waitrose, Ford and Swiss Airlines) trust on YOC's products, the company's technological expertise and innovative power.
MOBILE TECHNOLOGY
YOC Group`s Mobile Technology business, which is run under the Sevenval brand, is based on the FIT Technology. This cutting-edge technology enables the authorized generation and optimized delivery of existing online content to all web-enabled devices. Great flexibility, a strong performance, reliability and scalability are characteristic for it.
The FIT Technology can adjust websites to the properties of devices, operating systems and browsers. Our customers can choose between licensing their software products and having an in-house installation of either the FIT Server or the fitml.com cloud version. Sevenval operates more than hundred mobile sites worldwide based on its FIT Technology. It is the first software provider to offer the possibility to programme and operate individual mobile sites for free at www.fitml.com.
This approach helps YOC Group to exactly meet the needs of the customers since nowadays advertisers, publishers, retailers etc. need to constantly adjust to the rapid development of new devices. 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's software solutions to meet the high demands of the consumers. This platform enables the automatic creation and optimised conversion of existing online content for all internetenabled devices. For example, it is used by YOC's customers Jigsaw and Baur to allow customers to buy clothes and furniture via their smartphones. Coca-Cola uses YOC's mobile technology products to operate its mobile CRM system in various countries. YOC's mobile technology products allow customers of Swiss International Air Lines, Austrian Airlines and airberlin to use mobile flight booking and check-in.
Mobile Shopping for Jigsaw and Mobile Branding for Mercedes-Benz
MEDIA
he Media segment is built upon two pillars: Mobile Advertising and – under the belboon brand – Affiliate Marketing.
Mobile Advertising
In the Mobile Advertising segment YOC markets mobile websites and applications, generating advertising revenue for publishers. YOC operates two specialised networks: the YOC Media Network and the YOC Performance Network.
The YOC Media Network offered by YOC is a premium advertising network that is specialised in brand-building advertising with Europe's uppermost media penetration in Germany, Austria, France, Spain and Great Britain. The YOC Media Network provides advertisers aiming for brand image, awareness and commitment with highly innovative rich media advertising formats, cuttingedge targeting methods and detailed reporting tools. Against this background we are always striving to meet the individual targets of our customers. This network offers a range of exclusive premium publishers such as The Telegraph, N24, krone.at, NRJ, ELLE and MTV to place campaigns in ideal environments and reach the focused target groups.
Mystery Ad for Thor
Alongside the MMA standard publicity banners, YOC Media is continuously developing new mobile advertising products to offer maximum technological know-how to its customers. With its YOC Media Network, YOC offers classic banner formats, video ad formats to monetise video content and interactive rich media advertising formats, which proactively involve users and thus contribute to positive brand building. The campaigns are mainly operated on a fixed Cost per Mille (CPM) basis.
Mobile Banner for Deutsche Bahn
One of YOC's proprietary advertising products in the YOC Media Network is YOC Ad Plus. Launched in September 2010, YOC Ad Plus is Europe's first rich media format for applications. The mobile advertising format integrates videos, picture galleries and 360° views. Another asset of YOC Ad Plus is its implementation into the mobile browser and all operating systems. YOC Ad Plus gives advertisers new possibilities to bolster their brand image and target effectively.
The YOC Performance Network is an ad network that is wellpositioned internationally. It enables advertisers to generate leads and increase their sales via the mobile channel. This network provides its customers with ultra high reach in the core markets Germany, Austria, France, Spain and Great Britain. The YOC Performance Network specialises in performance-related CPC pricing models but has also started to offer pay per download price models very recently, thus guaranteeing optimum reach for all campaigns.
The YOC Performance Network is offered as a full-service or self-service version. Its platform can be used to book individual campaigns and optimise them. In addition to the MMA standard publicity banners, the YOC Performance Network also gives its customers the possibility of running rich media campaigns.
Affiliate Marketing
belboon-adbutler GmbH and its affiliate marketing network belboon represent the Affiliate Marketing segment within YOC Group. The company is one of the three leading performance marketing networks in the German-speaking world. It offers a portfolio of more than 1,300 partner programmes and 65,000 active publishers from 30 countries. It includes online and mobile marketing, which is operated on a performance-based pricing model. Publishers and advertisers can thus benefit from significant synergy effects due to a purely performance-based pricing model and enormous network reach.
The Affiliate Marketing network acts as an interface and a market place for two customer groups: publishers and advertisers. belboon links the online advertising of advertisers to the advertising space of publishers. Advertising via the Affiliate Network is operated on the basis of performance-related commissions. Advertising customers only have to pay if sale or address generation was successful.
The portfolio of services offered by the affiliate network provides its customers with marketing solutions which are tailored to each customer's needs. These include retargeting, performance display advertising, SEO/SEM, voucher code marketing, social media marketing, affiliate marketing, email marketing and mobile affiliate marketing.
The further development of the German speaking and French markets was the priority in the first half of 2012. Revenue drivers included fields such as retargeting as well as voucher code marketing and lead generation. belboon also continued to develop its technology by launching a number of new customer features.
The YOC Share
YOC Share and TecDAX Performance Index developments
| YOC AG | TecDAX Performance Index | |
|---|---|---|
| 03/01/2011 | 15.15 EUR *1 | 685,06 Points |
| 29/06/2012 | 11.05 EUR *1 | 743,74 Points |
| Change | -27.1% | +8.6% |
| Information on the listing | TecDAX Performance Index |
|---|---|
| Stock type | Domestic stock |
| Trading place | XETRA |
| Stock exchange segment | Prime Standard |
| Security identification number | 593273 |
| ISIN | DE0005932735 |
| Number of shares | 1.915.000 |
Development of net assets, financial position and results of operations
Revenue and earnings
Sales performance and overall performance
In the first half year of the financial year 2012, YOC Group continued consistently to focus on the core business and its further development. Consequently, the Management Board is currently examining the sale of the Mobile Technology segment. The Mobile Technology segment is reported as discontinued operations in the balance sheet on 30 June 2012 and similarly in the previous year's figures in accordance with IFRS 5.
YOC Group's revenues increased by 10% from EUR 16.0 million to EUR 17.5 million during the period under report. In the first half of the financial year, the overall performance rose by 9% totalling EUR 18.4 million.
Sales by segments
The Media segment reported growth amounting to 24% in the first half of the financial year. Due to the increase in revenues from EUR 8.5 million to EUR 10.5 million the percentage of the total revenues was 60% in the period under report, while it amounted to 53% in the same period of the previous year. The product areas YOC Media Network (+51%) and the YOC Performance Network (+47%) of the Media segment mainly contributed to this development. The increase in revenues of the Media segment due to acquisitions amounted to EUR 0.2 million as the wholly-owned French subsidiary MobilADdict SAS, Paris acquired in March 2011 now contributed the group earnings in the entire first half of the financial year.
Revenues in the Media segment are reported net, after agency commissions from the financial year 2012 onwards. Revenues of the previous year, which were so far reported as other operating expense, were adjusted by agency commissions amounting to EUR 0.5 million for the purpose of better comparability.
The Mobile Technology segment generated revenues amounting to EUR 7.0 million in the first half of the financial year, which is a drop in sales of 6% compared to the same period last year. This is mainly due to the one-time effect of revenues resulting from the disposal of a purchase licence amounting to around EUR 1.0 million in the first half of 2011. The segment grew by 8% adjusted by this effect. Segment revenues correspond to a share of 40% of the total revenues of YOC Group. It went down from 47% (EUR 7.5 million) in the same period last year. The order back-log increased from EUR 2.4 million as of 31 December 2011 to EUR 2.7 million as of 30 June 2012.
Distribution by business units in %
Distribution of sales by region in %
The Mobile Technology segment focuses on the further development of the FIT basic technology, which is licensed to customers of the company, implemented or sold through third parties of content on mobile devices.
Sales by region
The YOC Group has continued its international growth trend. International revenues increased by 28% from EUR 7.1 million to EUR 8.8 million in the first half of 2012. The percentage of internationally generated revenues already amounts to 51% (previous year: 43%).
The UK remains the most important international market with a share of EUR 4.6 million in total revenue. France (EUR 1.3 million), Austria (EUR 0.9 million), Spain (EUR 0.7 million), Switzerland (EUR 0.4 million) and the US (EUR 0.2 million) are also important markets. Revenue totalling EUR 0.8 million was generated in the other foreign markets comprising Belgium, Italy and the Netherlands.
National revenues in the home market Germany dropped from EUR 9.1 million to EUR 8.7 million during the period under report in comparison with the same period in the previous year. Thus, the share of total revenue amounts to 49% (previous year 57%). This decline is mainly due to the expansion of our Media activities in the course of strategic focusing. Our strong position held in the international market led to a disproportionate increase in sales abroad.
Gross profit
Expenses for goods and services increased disproportionately compared to the revenue development by 29% to EUR 9.5 million. This development can be ascribed to the strong increase in the Media segment, which generates lower contribution margins due its business nature. So the gross profit margin for the entire company amounts to 44% (previous year 51%).
Personnel expenses and personnel development
YOC Group's expansion of business operations in core areas led to an expansion of staff in the first half of the financial year 2012. Compared to the previous year, the average number of group employees rose by 31 to 228 due to organic growth. The YOC Group had 225 permanent employees by 30 June 2012. Due to the increase in staff, personnel costs also rose by EUR 0.8 million to EUR 7.5 million in the first half of 2012. Particularly the Media segment expanded its staff in the past six months in order to implement structures for further organic growth in existing markets. The investment in building central structure is a prerequisite for establishing business standards and entering new markets.
The personnel-cost-ratio, which is personnel costs in relation to overall performance, increased from 40% to 41% compared to the same period last year. This reflects investments in employee development required for the further international expansion, the stepping up of distribution activities, the further and new development of our technological platforms and products.
Personnel development of YOC Group
- Permanent employees
- Apprentices, Trainees, Working students
- Total number of employees
115 full time employees are allocated to continued operations, 110 full time employees to discontinued operations (30/06/2012).
Other operating expenses
Other operating expenses approximately remained on the same level as in the previous year totalling EUR 2.7 million (previous year EUR 2.2 million). The relation to overall performance totals 15% (previous year 13%).
EBITDA
On Group level operating profit before depreciation and amortisations amounted to EUR -1.4 million (previous year EUR 0.6 million) in the first six months of 2012.
In the first six months of the financial year 2012, the Mobile Technology segment significantly improved its operating profitability and continued to report a positive contribution to operating income in the amount of EUR 0.9 million (previous year EUR 1.3 million) following its strategic refocusing in the fourth quarter 2011.
EBITDA in the Media segment dropped to EUR -0.9 million (previous year: EUR 1.2 million) in the period under report. The decline is ascribed to the sales development in the Media segment, which fell short of expectations and to the building of central organisational structures. The business volume in this respect was not sufficient to cover the costs for the newly-created central structures.
Expenses from the Holding Organisation amounted to EUR -1.4 million (previous year EUR -1.9 million) in the period under report.
EBIT, earnings before tax and net income
EBIT amounted to EUR -2.3 million (previous year EUR -0.2 million) in the period under report. Accordingly, earnings before tax (EBT) amounted to EUR -2.4 million (previous year EUR -0.4 million). Net income amounted to EUR -2.7 million (previous year EUR -0.2 million).
Cash flow
Cash and cash equivalents of YOC Group amounted to EUR 0.3 million as of the balance sheet date and are thus EUR 1.2 million down compared to 31 December 2011.
The operating cash flow amounted to EUR -1.0 million (previous year: EUR -1.0 million) in the first six months.
The cash flow from investment activities amounted to EUR -0.9 million for the current financial year 2012. EUR 0.5 million were attributed to payments for investments in tangible fixed assets. EUR 0.3 million were attributed to development costs incurred with regard to the further development of our technological platforms. The technological market leadership is essential for the further growth of YOC Group and the expansion of the market position so that we will continuously promote the further and new development of our software solutions and platforms.
The change in capital from financing activities (cash flow from financing activities) amounting to EUR 0.7 million mainly results from the utilisation of the credit line by EUR 1.0 million as well as from repayments of loan liabilities in the amount of EUR 0.3 million.
Net asset position
As of June 30 2012 total assets of YOC Group amounted to EUR 30.1 million (31/12/2011: EUR 30.6 million). This included several reclassifications of balance sheet positions in relation to the discontinued operations. Non-current and current assets as well as non-current and current liabilities, which are allocated to the discontinued operations, are disclosed as held-for-sale and therefore current. The equity-to-assets ratio of YOC Group amounted to 28% as of 30 June 2012.
Report on Risks and Opportunities Outlook
YOC Group is an internationally oriented service provider operating in a dynamic market, which naturally involves company and sectorspecific as well as fiscal risks. Such risks may arise from the Group's own entrepreneurial action or from external factors. YOC Group has taken appropriate measures in order to detect and reduce potential risks in good time. For this purpose, a corresponding risk management system was set up – within the framework of this system, risks are regularly recorded, evaluated and, if necessary, continually monitored through a group-wide risk inventory.
YOC Group's risk policy, which was established by the Management Board, has not changed and is a component of the company policy seeking to achieve sustainable growth, the increase of the company value as well as the long-term guarantee of the Group's continued existence. To do this, necessary risks have been consciously taken on in awareness of the risk/return ratio in order to make use of market opportunities and to be able to exploit the generated potential for success.
Due to having anticipatory risk controlling as a part of the internal control system, risks and opportunities can be detected and evaluated early in order to thus be able to promptly react to these to an appropriate extent and to guarantee efficient control for the company's success. The measures concerned within the scope of risk control are implemented within the operating units.
With a cash basis of EUR 0,3 Mio. as of June 30 2012 the company's cash reserve is too low in connection with the group's size. Partly because of that, as well as for the strengthening of its equity base, the board of directors decided to undertake a capital increase through the issuance of up to 275.000 shares in August 2012 (please also refer to pg. 27 'capital increase resolution').
For an overview of future developments, please see section "Outlook".
YOC pushes ahead with the further strategic focusing of the company. Against this background, the Management Board is currently examining the strategic option of focusing on the strongly growing and scalable international Media segment by selling the Mobile Technology segment.
In addition to the focus on the Media segment, further strategic objectives for the financial year 2012 were set such as the establishment of accustomed levels of profitability for the Mobile Technology segment and the acceleration of growth in the Media segment.
In the first half of 2012, business volume in the Media segment increased by 24 percent. In the same period, the Mobile Technology segment was already back to an operating profitability (EBITDA) amounting to 14 percent.
In the second half of 2012, the Group will fully exploit the market opportunities in the Media segment to continue to grow and achieve a balanced operating result.
YOC expects the Mobile Technology segment to further increase its sales volume and profitability as well as to maintain its positive development.
With regard to the further course of 2012, a positive development in sales and revenues will be anticipated for the YOC Group as well as for both operative segments.
Consolidated Interim Financial Statements
Consolidated Statement of Comprehensive Income (unaudited)
| Consolidated Income Statement in EUR (condensed) | Q2/2012 | Q2/2011 |
|---|---|---|
| YOC Group (continued and discontinued operations) | ||
| Change in inventories | 9,189,475 | 7,325,379*1 |
| Internally produced and capitalized assets | 159,725 | 344,537 |
| Other operating income | 208,916 | 124,355 |
| Total performance | 9,558,116 | 7,794,272 |
| Purchased goods and services | 4,832,296 | 3,514,898 |
| Personnel expenses | 3,840,274 | 3,587,410 |
| Other operating expenses | 1,431,712 | 1,136,171*1 |
| Earnings before interest, taxes, depreciation and amortization | -546,166 | -444,207 |
| Depreciation and amortization | 475,071 | 439,866 |
| Earnings before interest and taxes | -1,021,236 | -884,072 |
| Financial income | 37,603 | 51,393 |
| Financial expenses | 82,225 | 159,108 |
| Financial result | -44,623 | -107,715 |
| Earnings before taxes | -1,065,859 | -991,787 |
| Income taxes | 610,486 | -332,479 |
| Net income | -1,676,345 | -659,308 |
| Earnings per share (dilluted) | -0.88 | -0.11 |
| Earnings per share (basic) | -0.88 | -0.12 |
| Number of shares (gewichtet) H1 2012 dilluted: 1.915.000 | ||
| Number of shares (gewichtet) H1 2012 basic: 1.915.000 |
| Consolidated Statement of Recognized Income and Expenses in EUR (condensed) | Q2/2012 | Q2/2011 |
|---|---|---|
| Net income | -1,676,345 | -659,308 |
| Changes in fair value of financial assets | 15,599 | -25,453 |
| Changes from currency translation | 0 | 9 |
| Other loss / income | 15,599 | -25,445 |
| Comprehensive income | -1,660,746 | -684,753 |
*1 Since the reporting year 2012 the total revenues of the Media segment are calculated net after the deduction of agency commissions. As comparison the figures of 2011 have been adapted by agency commissions of 232,845 Euro resulting in reduced revenues and other operating expenses.
| Consolidated Income Statement in EUR (condensed) | Q2/2012 | Q2/2011 | Q2/2012 | Q2/2011 |
|---|---|---|---|---|
| Media and Holding (continued operations) |
Mobile Technology (discontinued operations) |
|||
| Change in inventories | 4,650,151*1 5,570,062 |
3,619,413 | 2,675,229 | |
| Internally produced and capitalized assets | 50,000 | 98,055 | 109,725 | 246,482 |
| Other operating income | 75,123 | 94,401 | 133,793 | 29,954 |
| Total performance | 5,695,186 | 4,842,607 | 3,862,931 | 2,951,665 |
| Purchased goods and services | 4,050,025 | 3,030,347 | 782,271 | 484,551 |
| Personnel expenses | 1,492,839 | 832,589 | 2,347,436 | 2,754,821 |
| Other operating expenses | 515,592 | 231,263*1 | 916,120 | 904,908 |
| Earnings before interest, taxes, depreciation and amortization | -363,270 | 748,409 | -182,896 | -1,192,615 |
| Depreciation and amortization | 213,018 | 198,014 | 262,052 | 241,852 |
| Earnings before interest and taxes | -576,288 | 550,395 | -444,948 | -1,434,467 |
| Financial income | 37,603 | 51,393 | 0 | 0 |
| Financial expenses | 81,380 | 158,421 | 846 | 687 |
| Financial result | -43,777 | -107,028 | -846 | -687 |
| Earnings before taxes | -620,066 | 443,367 | -445,794 | -1,435,154 |
| Income taxes | -480,000 | 98,694 | 130,486 | -431,173 |
| Net income | -1,100,066 | 344,673 | -576,280 | -1,003,981 |
| Earnings per share (dilluted) | -0.57 | 0.18 | -0.30 | -0.51 |
| Earnings per share (basic) | -0.57 | 0.19 | -0.30 | -0.56 |
*1 Since the reporting year 2012 the total revenues of the Media segment are calculated net after the deduction of agency commissions. As comparison the figures of 2011 have been adapted by agency commissions of 232,845 Euro resulting in reduced revenues and other operating expenses.
Consolidated Statement of Comprehensive Income (unaudited)
| Consolidated Income Statement in EUR (condensed) | H1/2012 | H1/2011 |
|---|---|---|
| YOC Group (continued and discontinued operations) | ||
| Change in inventories | 17,554,382 | 15,992,262*1 |
| Internally produced and capitalized assets | 340,933 | 692,896 |
| Other operating income | 482,787 | 176,072 |
| Total performance | 18,378,102 | 16,861,230 |
| Purchased goods and services | 9,528,977 | 7,359,802 |
| Personnel expenses | 7,540,456 | 6,765,594 |
| Other operating expenses | 2,725,801 | 2,177,151*1 |
| Earnings before interest, taxes, depreciation and amortization | -1,417,133 | 558,683 |
| Depreciation and amortization | 925,175 | 808,560 |
| Earnings before interest and taxes | -2,342,308 | -249,877 |
| Financial income | 63,958 | 129,176 |
| Financial expenses | 156,821 | 234,047 |
| Financial result | -92,863 | -104,871 |
| Earnings before taxes | -2,435,171 | -354,748 |
| Income taxes | 258,668 | -142,862 |
| Net income | -2,693,839 | -211,886 |
| Earnings per share (dilluted) | -1.41 | -0.11 |
| Earnings per share (basic) | -1.41 | -0.12 |
| Number of shares (gewichtet) H1 2012 dilluted: 1.915.000 | ||
| Number of shares (gewichtet) H1 2012 basic: 1.915.000 |
| Consolidated Statement of Recognized Income and Expenses in EUR (condensed) | H1/2012 | H1/2011 |
|---|---|---|
| Net income | -2,693,839 | -211,886 |
| Changes in fair value of financial assets | 21,087 | -56,918 |
| Changes from currency translation | 0 | 110 |
| Other loss / income | 21,087 | -56,808 |
| Comprehensive income | -2,672,752 | -268,694 |
*1 Since the reporting year 2012 the total revenues of the Media segment are calculated net after the deduction of agency commissions. As comparison the figures of 2011 have been adapted by agency commissions of 232,845 Euro resulting in reduced revenues and other operating expenses.
| Consolidated Income Statement in EUR (condensed) | H1/2012 | H1/2011 | H1/2012 | H1/2011 | ||
|---|---|---|---|---|---|---|
| Media and Holding (continued operations) |
Mobile Technology (discontinued operations) |
|||||
| Change in inventories | 10,531,998 | 8,523,208*1 | 7,022,384 | 7,469,054 | ||
| Internally produced and capitalized assets | 108,933 | 200,000 | 232,000 | 492,896 | ||
| Other operating income | 140,744 | 97,000 | 342,043 | 79,072 | ||
| Total performance | 10,781,675 | 8,820,208 | 7,596,426 | 8,041,022 | ||
| Purchased goods and services | 7,848,042 | 5,789,758 | 1,680,934 | 1,570,044 | ||
| Personnel expenses | 3,579,066 | 2,625,975 | 3,961,390 | 4,139,619 | ||
| Other operating expenses | 1,670,846 | 1,149,142*1 | 1,054,956 | 1,028,009 | ||
| Earnings before interest, taxes, depreciation and amortization | -2,316,280 | -744,667 | 899,146 | 1,303,350 | ||
| Depreciation and amortization | 428,452 | 316,307 | 496,723 | 492,253 | ||
| Earnings before interest and taxes | -2,744,732 | -1,060,974 | 402,423 | 811,097 | ||
| Financial income | 63,894 | 129,137 | 64 | 40 | ||
| Financial expenses | 154,984 | 232,444 | 1,837 | 1,603 | ||
| Financial result | -91,089 | -103,307 | -1,773 | -1,563 | ||
| Earnings before taxes | -2,835,821 | -1,164,282 | 400,650 | 809,534 | ||
| Income taxes | -24,012 | 246,825 | 282,679 | -389,687 | ||
| Net income | -2,811,809 | -1,411,107 | 117,970 | 1,199,222 | ||
| Earnings per share (dilluted) | -1.47 | -0.72 | 0.06 | 0.61 | ||
| Earnings per share (basic) | -1.47 | -0.78 | 0.06 | 0.66 |
*1 Since the reporting year 2012 the total revenues of the Media segment are calculated net after the deduction of agency commissions. As comparison the figures of 2011 have been adapted by agency commissions of 232,845 Euro resulting in reduced revenues and other operating expenses.
Consolidated Statement of Financial Position
| in EUR (condensed) | 30/06/2012 unaudited |
31/12/2011 audited |
|---|---|---|
| Assets | ||
| Non-current assets | 9,684,692 | 20,070,406 |
| Property, plant and equipment | 877,787 | 1,175,895 |
| Goodwill | 3,193,205 | 10,648,063 |
| Intangible assets | 3,715,449 | 7,175,139 |
| Deferred taxes | 1,898,251 | 1,071,309 |
| Current assets | 20,433,677 | 10,533,010 |
| Inventories | 186,594 | 140,198 |
| Advanced payments made | 29,565 | 0 |
| Trade receivables | 4,281,511 | 8,606,232 |
| Other assets | 364,030 | 173,805 |
| Tax receivables | 42,687 | 14,518 |
| Securities | 13,390 | 26,888 |
| Cash and cash equivalents | 342,092 | 1,571,368 |
| Assets held for sale | 15,173,810 | - |
| Total assets | 30,118,369 | 30,603,415 |
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
| in EUR(condensed) | 30/06/2012 unaudited |
31/12/2011 audited |
|---|---|---|
| Equity and Liabilities | ||
| Equity | 8,361,546 | 10,981,376 |
| Subscribed capital | 1,915,000 | 1,915,000 |
| Capital reserve | 15,066,877 | 15,013,956 |
| Retained earnings | -8,649,337 | -5,955,498 |
| Currency translation | 79,324 | 58,237 |
| Treasury shares | -50,319 | -50,319 |
| Non-current liabilities | 2,573,718 | 943,839 |
| Provisions | 39,373 | 39,470 |
| Bank loans | 1,487,138 | 0 |
| Other liabilities | 293,849 | 103,337 |
| Other financial liabilities | 197,764 | 213,127 |
| Deferred taxes | 555,594 | 587,905 |
| Current liabilities | 19,183,105 | 18,678,200 |
| Advances received | 2,109,134 | 2,328,033 |
| Trade payables | 3,994,772 | 4,379,199 |
| Bank loans | 2,320,078 | 3,126,145 |
| Other liabilities | 5,088,089 | 6,646,150 |
| Other financial liabilities | 698,179 | 1,781,493 |
| Tax liabilities | 182,045 | 256,667 |
| Provisions | 106,513 | 160,513 |
| Non-current assets held for sale | 4,684,294 | - |
| Total equity and liabilities | 30,118,369 | 30,603,415 |
Consolidated Statement of Cash Flows (unaudited)
| in EUR (condensed) | H1/2012 | H1/2011 |
|---|---|---|
| Net income from continued operations | -2,811,809 | -1,411,107 |
| Net income from discontinued operations | 117,970 | 1,199,222 |
| Depreciation and amortization | 925,175 | 808,560 |
| Taxes recognized in the income statement | 258,668 | -142,862 |
| Interests recognized in the income statement | 92,863 | 104,871 |
| Non-cash income and expenses | 74,009 | 56,277 |
| Cash-Earnings | -1,343,124 | 614,960 |
| Losses from disposal of assets | 4,347 | 409 |
| Changes in inventories | -29,565 | -10,000 |
| Changes in receivables, advance payments made and other assets | 72,468 | -594,784 |
| Changes in liabilities, advances received and other liabilities | 493,340 | -773,159 |
| Changes in current provisions | -51,721 | -10,000 |
| Interests received | 742 | 3,905 |
| Interests paid | -115,495 | -204,411 |
| Income tax payments / refunds | -33,066 | -52,577 |
| Cash flow from operating activities | -1,002,074 | -1,025,657 |
| Acquisition of subsidiaries | 0 | -30,523 |
| Purchase of property, plant and equipment | -539,931 | -88,852 |
| Purchase of intangible assets | -1,050 | -36,835 |
| Cash outflow for self-provided intangible assets | -340,933 | -348,359 |
| Cash flow from investing activities | -881,914 | -504,569 |
| Reissuance of debts from finance lease | -19,898 | -11,438 |
| Repayment of bank loans | -283,000 | -1,093,000 |
| Issuance of bank loans | 957,610 | 1,000,000 |
| Cash flow from financing activities | 654,712 | -104,438 |
| Net increase / decrease | -1,229,277 | -1,227,175 |
| Exchange- rate- related changes in cash and cash equivalents | 1 | -5,257 |
| Expansion of the scope of consolidation | 0 | 434,458 |
| Cash and cash equivalents at the beginning of the period | 1,571,368 | 5,175,390 |
| Cash and cash equivalents at the end of the period | 342,092 | 4,377,416 |
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 Changes in Equity (unaudited)
| in EUR (condensed) | Sub scribed capital |
Capital reserve |
Retained earnings |
Reva luation surplus |
Currency translation |
Treasury shares |
Investment made for the imple mentation of the deci ded capital increase |
Total |
|---|---|---|---|---|---|---|---|---|
| as of 01/01/2012 | 1,915,000 | 15,013,956 | -5,955,498 | 0 | 58,237 | -50,319 | 0 | 10,981,376 |
| Net income | -2,693,839 | -2,693,839 | ||||||
| Currency translation | 21,087 | 21,087 | ||||||
| Unrealized gains | 0 | |||||||
| Comprehensive income | -2,693,839 | 0 | 21,087 | -2,672,752 | ||||
| Issuance of equity | 0 | |||||||
| Stock option program | 52,921 | 52,921 | ||||||
| Investment made for the implementation of the deci ded capital increase |
0 | |||||||
| as of 30/06/2012 | 1,915,000 | 15,066,877 | -8,649,337 | 0 | 79,324 | -50,319 | 0 | 8,361,546 |
| in EUR (condensed) | Sub scribed capital |
Capital reserve |
Retained earnings |
Reva luation surplus |
Currency translation |
Treasury shares |
Investment made for the imple mentation of the deci ded capital increase |
Total |
|---|---|---|---|---|---|---|---|---|
| as of 01/01/2011 | 1,887,000 | 13,559,450 | 1,925,586 | 0 | 47,418 | -263,839 | 0 | 17,155,615 |
| Net income | -211,886 | -211,886 | ||||||
| Currency translation | -56,918 | -56,918 | ||||||
| Unrealized gains | 110 | 110 | ||||||
| Comprehensive income | -211,886 | 110 | -56,918 | -268,694 | ||||
| Issuance of equity | 28,000 | 953,120 | 981,120 | |||||
| Stock option program | 224,800 | 125,600 | 350,400 | |||||
| Investment made for the implementation of the deci ded capital increase |
73,265 | 73,265 | ||||||
| as of 30/06/2011 | 1,915,000 | 14,810,635 | 1,713,700 | 110 | -9,500 | -138,239 | 0 | 18,291,706 |
Minority interests do not exist.
Notes to the financial statements (unaudited)
1. General information
YOC AG, with headquarters at Karl-Liebknecht-Straße 1, Berlin, Germany, is an international provider of Mobile Technology (development of mobile internet portals and mobile marketing campaigns) and Media (marketing of media packages and advertising formats).
YOC AG is listed in the Prime Standard of the Frankfurt Stock Exchange under the identification 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
Pursuant to Section 290 II HGB (German Commercial Code), YOC AG is required to prepare consolidated financial statements. The interim consolidated financial statements as of 30 June 2012 were prepared by applying Section 315a HGB in accordance with the rules of the International Financial Reporting Standards (IFRS) of the International Accounting Standards Board (IASB), London, Great Britain, in effect on the balance sheet date and the interpretations of the International Financial Reporting Interpretations Committee (IFRIC) as they must be applied within the European Union (EU). Therefore, YOC AG's interim consolidated financial statements as of 30 June 2012 comply with the IFRS as they must be applied in the European Union from 1 January 2012.
The condensed and unaudited interim consolidated financial statements of YOC AG were prepared in accordance with the rules of the International Accounting Standard (IAS) 34. Changes to the accounting and valuation principles applied in the consolidated financial statements for 2011, as well as the applied methods of estimation, are presented under the accounting and valuation methods. The interim consolidated financial statements should be read in conjunction with the audited IFRS consolidated financial statements as of 31 December 2011.
The interim consolidated financial statements as of 30 June 2012 have not been audited.
In connection with the strategic realignment the YOC Group announced at the end of July 2012 that the board of directors decided to start conversations with potential buyers for the segment Mobile Technology. A decision to sell this business is not definite so far. Consequently, the segment Mobile Technology is classified as discontinued operations according to IFRS 5.
Accounting and valuation methods
With the exception of the following principles, the accounting principles applied in the preparation of the consolidated financial statements as of 31 December 2011 were adopted without changes in the preparation of the condensed interim consolidated financial statements of YOC AG.
Agency discounts ("AE Provisonen") are reported as reductions in earnings. The prior year financials were adjusted accordingly.
The Mobile B2C business unit has been operated in the context of a factoring business model since 1 January 2012. For the year 2012, the YOC Group receives a fixed amount, which it recognises as sales pro rata over the term of 12 months, for granting the contractual partner the right to use its Belgian customer base.
YOC Group did not apply the standards, interpretations or changes presented in the consolidated financial statements as of 31 December 2011 which had already been adopted by the IASB and the IFRIC, but the application of which had not been compulsory yet or which had not been adopted by the EU Commission yet, in the interim consolidated financial statements as of 30 June 2012.
3. Mergers
Acquisitions from previous years
On 23 March 2011, YOC AG acquired MobilADdict SAS, Paris, France, a French mobile advertising service provider marketing advertising space on the mobile Internet. For the YOC Group, this acquisition means expanding its position in the French market and it intensifies international growth.
In addition to non-variable purchase price elements in the amount of EUR 2,165 thousand, the acquisition cost of EUR 2,888 thousand includes variable purchase price components with a fair value at the acquisition date of EUR 723 thousand. The incidental acquisition cost of EUR 100 thousand was recognised under other operating expenses.
The variable purchase price component is measured on the basis of the EBITDA earned by MobilADdict SAS in the fiscal years 2011 and 2012 and is payable on 1 July of the respective subsequent year. At the time when the consolidated financial statements were prepared, YOC AG assumed a payment obligation from variable purchase price components of EUR 735 thousand, which is recognised at a fair value at the acquisition date of EUR 729 thousand.
If the company exceeds the results for 2011 and 2012, pursuant to the sales agreement, YOC AG may have to make a conditional purchase price payment of up to EUR 776 thousand for 2011 and 2012, respectively, which would result in a maximum variable purchase price of EUR 1,552 thousand. A conditional purchase price payment of EUR 588 thousand was achieved for the fiscal year 2011. At the time when the interim consolidated financial statements were prepared, YOC AG expected that MobilADdict SAS will generate an adjusted EBITDA of between EUR 412 thousand and EUR 575 thousand for the fiscal year 2012. Consequently an estimated subsequent purchase price obligation of EUR 147 thousand, which is recognised at a fair value of EUR 141 thousand as of 30 June 2012, would be payable on 1 July 2013. If, contrary to expectations, MobilADdict SAS fails to achieve its EBITDA targets, the consideration would decrease, possibly even all the way to EUR 0 thousand.
The purchase price allocation for the acquisition of MobilADdict SAS in accordance with IFRS 3 is available in its final form. The adjustment of the acquisition cost within the 12-month period resulted in a goodwill increase of EUR 141 thousand compared to the value of 31 December 2011.
There have not been any other adjustments since 31 December 2011.
The following table shows the final purchase price allocation of MobilADdict SAS at the date of acquisition.
| Purchase price allocation MobilADdict SAS (in kEUR) |
Fair values at the time of acquisition |
|
|---|---|---|
| Non-current assets | 1,854 | |
| Intangible assets | 1,811 | |
| Tangible assets | 7 | |
| Deferred taxes | 36 | |
| Current assets | 1,476 | |
| Receivables and other assets | 1,042 | |
| Securities | 13 | |
| Cash and bank deposits | 421 | |
| Outside capital | 1,974 | |
| Liabilities | 1,371 | |
| Deferred taxes | 603 | |
| Net assets | 1,356 |
| Reconciliation of Goodwill (in kEUR) |
|---|
| -------------------------------------- |
| Fair value of the acquisition cost | 2,888 |
|---|---|
| Net assets | 1,356 |
| Remaining goodwill | 1,532 |
During the first half of 2012, YOC Group did not make any other acquisitions.
4. Segment Reporting
Identification of the reportable segments
Segment reporting is carried out on the basis of the internal management structure. The group is structured in the following reportable business segments:
1. Media
2. Mobile Technology (discontinued operations)
The following table shows the results of the reportable segments. In line with the internal managerial reporting EBITDA is used as a measure of performance:
| continued operations | discontinued operations | ||||
|---|---|---|---|---|---|
| in kEUR (condensed) | Media | Overhead | Mobile Technology | Consolidation | YOC Gruop |
| 01/01/2012 - 30/06/2012 | |||||
| External revenues | 10,532 | 7,022 | 17,554 | ||
| Internal revenues | 69 | 201 | -270 | ||
| Total revenues | 10,601 | 7,223 | -270 | 17,554 | |
| Own work capitalized | 109 | 232 | 341 | ||
| Change in inventory | 141 | 342 | 483 | ||
| Other operating income | 10,782 | 7,596 | 18,378 | ||
| Total output | 7,848 | 1,681 | 9,529 | ||
| Personnel expenses | 2,872 | 707 | 3,961 | 7,540 | |
| Other operating expenses | 959 | 712 | 1,055 | 2,726 | |
| EBITDA | -897 | -1,419 | 899 | -1,417 |
| continued operations | discontinued operations | ||||
|---|---|---|---|---|---|
| in kEUR (condensed) | Media | Overhead | Mobile Technology | Consolidation | YOC Group |
| 01/01/2011 - 30/06/2011 | |||||
| External revenues | 8,522 | 7,469 | 15,991 | ||
| Internal revenues | 822 | 1,277 | -2,100 | ||
| Total revenues | 9,345 | 8,746 | -2,100 | 15,991 | |
| Own work capitalized | 200 | 493 | 693 | ||
| Change in inventory | 97 | 80 | 177 | ||
| Other operating income | 8,819 | 8,042 | 16,861 | ||
| Total output | 5,790 | 1,570 | 7,360 | ||
| Personnel expenses | 1,497 | 1,129 | 4,140 | 6,766 | |
| Other operating expenses | 336 | 812 | 1,028 | 2,176 | |
| EBITDA | 1,196 | -1,941 | 1,304 | 559 |
EBITDA can be reconciled to net income as follows:
| Reconciliation (in kEUR ) | Q1/2012 | Q1/2011 |
|---|---|---|
| EBITDA | -1,417 | 559 |
| EBITDA from discontinued operations | 899 | 1,303 |
| EBITDA from continued operations | -2,316 | -745 |
| Depreciation | -925 | -809 |
| Financing result | -93 | -105 |
| Taxes | -259 | 143 |
| Net income from continued operations | -2,694 | -212 |
Revenues amounting to EUR 4,830 thousand (previous year: EUR 5,597 thousand) can be allocated to Germany, whereas revenues amounting to EUR 3,535 thousand (previous year: 3,307 thousand) were generated internationally.
5. Taxes on income
Taxes on income during the first half of 2012 are composed as follows:
| Taxes on income | HY/2012 | HY/2011 |
|---|---|---|
| Actual taxes on earnings before tax | -1 | 69 |
| Deferred taxes | 260 | -212 |
| Tax expense | 259 | -143 |
6. Notes to the balance sheet
The following information relates to the continued operations:
Fixed assets
The YOC Group acquired assets amounting to EUR 540 thousand during the first half of 2012, which mainly relate to investments into the expansion of the office space in Berlin and London. Disposals amounted to EUR 19 thousand.
Intangible assets
Additions to intangible assets during the first half of 2012 amounted to EUR 342 thousand, whereas there were no disposals.
Other financial assets and financial liabilities
Loans
Since the lending bank waived the right of termination resulting from the breach of covenants in writing in the first quarter of 2012, the loans are recognised in the balance sheet as of 30 June 2012 in accordance with the respective remaining term of the loans.
In March 2012, the deferral of an instalment of EUR 400 thousand which was due in 2011 was agreed with the lending bank. The term of the respective loan was extended by six months until 31 March 2014.
In addition, YOC AG drew funds in the amount of EUR 958 thousand against a credit line during the reporting period. The interest rate charged for the use of the credit line is 5.16% per year.
For liabilities to credit institutions including the funds drawn against the credit line, in the total amount of EUR 3,830 thousand as of 30 June 2012, the domestic trade receivables of YOC AG and Sevenval GmbH were provided as collateral of the bank in the context of a blanket assignment.
Purchase price obligation MobilADdict SAS
As part of the acquisition of MobilADdict SAS of 23 March 2012, a variable purchase price component was agreed with the sellers of the company. The corresponding amount is calculated based on the amount of the EBITDA generated by the acquired company.
The fair value at the time of acquisition was adjusted from EUR 582 thousand to EUR 723 thousand during the reporting period.
7. Information in the cash flow statement
The following information relates to the continued and discontinued operations:
Cash and cash equivalents amount to EUR 342 thousand as of the reporting date, which reflects a decrease of EUR 1,229 thousand compared to 31 December 2012.
Cash outflows for property, plant and equipment amounted to EUR 540 thousand during the first half of 2012, thereof EUR 205 thousand relating to purchases of the previous year.
The cash flow from financing activities reflects the loan repayments amounting to EUR 283 thousand and the drawdown of a credit line from the bank amounting to EUR 958 thousand.
Further information regarding the discontinued operations will be provided in section 8. Discontinued operations.
8. Discontinued operations
Result of discontinued operations
The result of discontinued operations as of 30 June 2012 is reflected as follows:
| in kEUR | HY/2012 | HY/2011 |
|---|---|---|
| Revenues | 7,596 | 8,041 |
| Expenses | 7,194 | 7,230 |
| Gross profit | 402 | 311 |
| Financial result | -2 | -2 |
| Earnings before tax from discontinued operations |
401 | 810 |
| Income tax | 283 | -390 |
| Net income from discontinued operations Mobile Technology |
118 | 1,199 |
The result from discontinued operations relates to the Mobile Technology segment. No extraordinary impairments on goodwill or other intangible assets were required.
Assets and liabilities of the discontinued operations
The main captions of assets and liabilities of discontinued operations as of 30 June 2012 can be summarized as follows:
| in kEUR | 30/06/2012 |
|---|---|
| Property, plant and equipment | 448 |
| Goodwill | 7,595 |
| Intangible assets | 3,120 |
| Deferred Taxes | 10 |
| Advanced payments made | 97 |
| Trade receivables | 3,855 |
| Other assets | 49 |
| Assets held for sale | 15,174 |
| Provisions | 2 |
| Deferred taxes | 1,123 |
| Advances received | 508 |
| Trade payables | 756 |
| Other liabilities | 1,236 |
| Other financial liabilities | 1,059 |
| Liabilities in connection with assets held for sale |
4,684 |
As a consequence of the classification as discontinued operations the corresponding cash generating unit underwent an impairment test as of 30 June 2012. So far there were no concrete offers received, therefore the discounted cash flow method was applied. This did not result in a need for impairment.
Cash flow from discontinued operations
| in kEUR | HY/2012 | HY/2011 |
|---|---|---|
| Operating cash flow | 195 | 415 |
| Investing cash flow | -323 | -584 |
| Financing cash flow | -10 | -10 |
| Cash flow of the discontinued operations |
-138 | -179 |
Employees of the discontinued operations
115 full time employees are allocated to the discontinued operations.
9. Contigencies, guarantees, contingent liabilities and similar obligations
There are no significant changes compared to the information on contingent liabilities specified in the consolidated financial statements as of 31 December 2011.
10. Information on related party transactions
The related party transactions as specified in the financial statements as of 31 December 2011 continue to exist without changes as of 30 June 2012.
11. Events after the balance sheet date
The following significant events occurred after 30 June 2012 until the time when the interim consolidated financial statements were published:
Capital increase resolution
On 30 July 2012, the board of directors and the supervisory board of YOC AG decided on a capital increase from the authorised capital and published this plan in the ad hoc notification of 30 July 2012. The plan is to increase the company's share capital by up to EUR 275,000 in exchange for cash contributions by issuing up to 275,000 new no par value bearer shares. The new shares will be subscribed to by Close Brothers Seydler Bank AG and will be offered to shareholders for subscription. The subscription period for shareholders will run from 2 August to 16 August 2012. The subscription price was defined at EUR 6,50 on 9 August 2012 by decision of the board of directors and acceptance of the supervisory board. The proceeds from the capital increase are meant to strengthen the equity basis of YOC AG.
The company intends to offer the new shares to shareholders at a ratio of 7:1 (i.e. seven existing shares entitle the holder to subscribe to one new share) at the subscription price of EUR 6,50. The company's shareholders with subscription rights will also be given the opportunity to subscribe to additional new shares beyond their statutory subscription right for those subscription rights that were not exercised during the subscription period (referred to as "oversubscription right").
The new shares are expected to be admitted to trading on the regulated market (Prime Standard) at the Frankfurt Stock Exchange on 23 August 2012. The new shares are expected to be included in the existing listing at the aforementioned stock exchange on 24 August 2012.
New shares that were not subscribed to based on the rights offer or the oversubscription will be offered for purchase to qualified investors in specific jurisdictions outside the United States of America (USA) on the basis of Regulation S to the U.S. Securities Act of 1933, as amended, in the context of private placements (with the exception of Japan, Canada, Australia).
Potential sale of the Mobile Technology segment
In addition, in an ad hoc notification of 30 July 2012 the company announced that YOC AG is continuing to drive the company's strategic focus. In this regard, the Board of Directors is currently engaged in talks with interested parties about a possible sale of the Mobile Technology segment. A decision on a sale has not been made yet.
Shareholder's loan
At the end of July YOC AG has been granted two loans from shareholders, one from DIH Deutsche Industrie Holding GmbH with EUR 100 thousand and one from dkam GmbH with EUR 200 thousand. These loans are short term in nature and were granted at arms length conditions.
Interim Report
First Half 2012 Statement of Responsibility made by the Management Board
(Pursuant to Sect. 37y No. 1 Securities Trading Act (WpHG) in conjunction with Sect. 297 Para. 2 Sent. 4 and Sect. 315 Para. 1 Sent. 6 German Commercial Code (HGB))
To the best of our knowledge we assure that the consolidated financial statements conveys a true and fair view of the net assets, financial position and results of operations of the group according to the applicable accounting principles and the conduct of business including the business results and the situation of the group are described in the Group Management Report so as to convey a true and fair view of the facts and circumstances as well as the material risks and opportunities of the group's probable development.
Berlin, 14 May 2012
Patrick Feller, Vorstand der YOC AG
Dirk Kraus, CEO der YOC AG
Alex Sutter, Vorstand der YOC AG
Jan Webering, Vorstand der YOC AG
CFO der YOC AG
YOC Contact
Berlin (Headquarters) YOC AG YOC Mobile Advertising GmbH belboon-adbutler GmbH
Karl-Liebknecht-Straße 1 10178 Berlin Germany T: +49 (0) 30 726 162-0 F: +49 (0) 30 726 162-222 Cologne YOC AG Sevenval GmbH
Bahnhofsvorplatz 1 50667 Cologne Germany T: +49 (0) 221 650 07-0 F: +49 (0) 221 650 07-65
London YOC Ltd. YOC Mobile Advertising Ltd.
Holden House 51-57 Rathbone Place London, W1T 1JU T: +44 (0) 20 719 901 22 Paris MobilADdict SAS
96 avenue du Général Leclerc 92100 Boulogne Billancourt France T: +33 (0) 175 494 476
Madrid YOC Spain, S.L.
Avda. de Manoteras 10 B - oficina 402 28020 Madrid Spain T: +34 (0) 913 924-188 T: +34 (0) 913 924-187
Vienna YOC Central Eastern Europe GmbH
Kaiserstraße 113-115 1070 Vienna Austria T: +43 (0) 1 522 5006 F: +43 (0) 1 522 5006-116
Financial Calendar
21/08/2012
Annual General Meeting in Berlin
12/1 1 /2012
Publication of the Report of the 3rd 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