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YOC AG Interim / Quarterly Report 2013

May 30, 2013

497_10-q_2013-05-30_cd8ffd5c-1180-4077-856d-9ff97a7918aa.pdf

Interim / Quarterly Report

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1st Quarter

Content

S. 02
LETTER TO THE
SHAREHOLDERS
S. 03
YOC
AT A GLANCE
S. 04
INTERIM CONSOLIDATED
MANAGEMENT REPORT
4 S. 11
INTERIM CONSOLIDATED
FINANCIAL STATEMENTS
5 S. 21
FINANCIAL CALENDAR
6 S. 21
IMPRINT

Letter to the Shareholders

Dear Shareholders, Ladies and Gentlemen,

The first quarter of 2013 began with numerous challenges for the YOC Group, which I will describe below. Let's start with the facts: YOC began 2013 with slightly declining revenues despite expected market growth of more than 50% in 2013. This is not good news. We still have a long way to go.

YOC AG Interim Report 1st Quarter 2013

02

Letter to the Shareholders

Our operating business

We are very well positioned in England, Austria and Spain and are generating corresponding growth in these countries. Meanwhile in Germany and France, we have already started to reorganise. The Mobile Technology segment generated sales revenues of EUR 3.0 million in the first three months of the fiscal year, thus suffering a revenue decline of 12% compared to the previous year.

Our liquidity situation

One main area of focus for us has been to improve the liquidity situation. The capital increase that we performed in February 2013 was oversubscribed 2.8-fold, helping us to pay back loans upon maturity and to reduce tax liabilities.

Another capital increase approved in April 2013 was also fully placed.

Extending our coverage

YOC was able to considerably expand its international publisher portfolio in Q1 2013. In the UK, Spain and Austria in particular, the company managed to renew cooperations with publishers who feature strong coverage and gain new partners such as Europapress and Kurier.at. In the domestic market of Germany, Tagesspiegel, Formel1.de and Android.de were added to an existing portfolio which already features established premium publishers such as barcoo, N24 and radio.de.

Our prospects

Staff is one of the crucial issues in our company environment. We recruit talents and give our employees the opportunity to go on developing. The company is becoming leaner and faster as we are reducing hierarchy structures. We issue weekly, honest circulars to our employees, informing them about what we are working on. We aim to involve more and more persons in actively shaping the company.

We have been working on a new strategy for YOC since the day I took office. Our course is set for returning to growth at the same pace as the market. In addition to smartphones, YOC Media is concentrating on selling advertising inventory for tablets, where we will work on our video competence to become one of the main players in this segment. Our aim is to develop the tablet market into our core market.

We are also currently conducting test in international behavioural targeting and real time bidding, with the goal of monetising these areas as well. Additionally, we are working on gaining a foothold in promising fields like gaming, where 30% of user time in the mobile web is already spent.Here, we will present our corresponding product at dmexco.

We would like to emphasise the following: The main feature of the new strategy is a dynamic, productive, visionary and data-driven positioning of YOC Media. We have already seen results in Q1, for instance in the development of new ad formats. Existing customers such as Opel in particular are benefiting from YOC's innovative vision.

We are already seeing first positive results with the sale in Q2, meaning we are returning to the growth path. After having presented these promising prospects, I would like to close this letter by thanking you, our shareholders, for the trust you place in us. I am looking forward to continuing our exciting cooperation.

Yours sincerely

Dirk Freytag, CEO of YOC AG

YOC AG Interim Report 1st Quarter 2013 03 YOC at a Glance

YOC at a Glance

Segment Media und Holding
(continuing operations) (in kEUR)
Q1/2013 Q1/2012 Change Change in %
Revenue and earnings
Total revenue 4,780 4,962 -182 -4%
Germany 1,953 2,548 -595 -23%
Other countries 2,827 2,413 413 17%
Total 5,030 5,087 -57 -1%
EBITDA -1,565 -1,221 -344 -28%
EBITDA - margin (in %) -31% -24% n/a n/a
Earnings after taxes -1,740 -1,055 -685 -65%
Earnings per share (diluted in EUR) -0.69 -0.51 -0.18 -35%
Earnings per share (basic in EUR) -0.70 -0.55 -0.15 -27%
Employees
Average number of employees*1 103 103 0 0%
Number of employees at end of quarter 102 111 -9 -8%
Total output per employee (in kEUR) 49 49 0 0%
Segment Mobile Technology
(discontinued operations) (in kEUR)
Q1/2013 Q1/2012 Change Change in %
Revenue and earnings
Total revenue 3,008 3,403 -395 -12%
Germany 2,521 2,282 239 10%
Other countries 487 1,121 -634 -57%
Total 3,221 3,733 -512 -14%
EBITDA 418 350 68 19%
EBITDA - margin (in %) 13% 9% n/a n/a
Earnings after taxes 216 3 7 179 >100%
Earnings per share (diluted in EUR) 0.09 0.02 0.07 >100%
Earnings per share (basic in EUR) 0.09 0.02 0.07 >100%
Employees
Average number of employees*1 116 121 -5 -4%
Number of employees at end of quarter 117 111 6 5%
Total output per employee (in kEUR) 28 31 -3 -10%
Group (in kEUR) Q1/2013 Q1/2012 Change Change in %
Financial position and liquidity
Total assets 21,898 23,061*² -1.163 -5%
Equity ration (in %) 14% 12%*² n/a n/a
Cash flow from operative activities -942 -367 -575 > -100%

*1 Based on permanent employees.

*² at 31/12/2012

Where rounded figures are used, differences may occur due to commercial rounding.

Interim Consolidated Management Report (unaudited)

The Company's Performance in the First Quarter of 2013

The YOC Group's total revenues sank by 7% to EUR 7.8 million in the period under review (Q1 2012: EUR 8.4 million). 61% thereof pertain to the Media segment (Q1 2012: 59%), while 39% are attributable to the Mobile Technology segment (Q1 2012: 41%).

The operating result of the YOC Group before depreciation and amortisation stood at EUR 1.1 million in the first three months of 2013.

Cash flow from operating activities came out to EUR 0.9 million.

The YOC Group's revenues in its international markets shrank slightly by 6% in the first three months of 2013 from EUR 3.6 million to EUR 3.3 million and still account for some 43% of total revenues, unchanged compared to the first quarter of 2012.

MEDIA

Mobile Advertising

In the mobile advertising business area, YOC Group markets the mobile internet portals and applications of media companies, publishing groups and independent portal operators as well as the applications for internet-enabled end devices and monetises these. Throughout the course of targeted mobile marketing, YOC works particularly closely with media and advertising agencies, and directly with advertising companies from the consumer goods, services and financial industries.

It is operated on a CPM (cost per mille), reach and performance basis. YOC offers its customers the complete spectrum of mobile marketing solutions. With a portfolio of several hundred international publishers, YOC Group has the largest premium media network in Europe. Premium pages such as The Sun, krone.at, MTV and Europa Press are marketed at a fixed price.

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. Premium-based campaigns focus above all on branding and image, but also factor in the advertiser's awareness targets. To achieve these objectives and create maximum visibility media agencies nowadays use high-profile rich media advertising formats such as the YOC Touch and Play Ad, which provokes a high user-engagement.

Affiliate Marketing

Within the YOC Group, the subsidiary belboon GmbH (former belboon-adbutler GmbH) represents the performance marketing network belboon. With about 1, 300 partner programmes and 65,000 active publishers from 30 countries, belboon belongs to the top three affiliate networks on the German speaking market. 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 expansion of international operations of belboon is focused on the French market in particular. A constantly increasing reach in Europe is part of the aims of the network in the sense of a physical growth.

An affiliate network provides an independent internet-based platform, which acts as a marketplace for advertisers, merchants and sales partners. Therefore, belboon links the online advertising of advertisers to the advertising space of publishers. The portfolio of services offered by the affiliate network provides its customers with marketing solutions which are tailored to individual needs. These include retargeting, performance display advertising, SEO/ SEM, voucher code marketing, social media marketing, affiliate marketing, email marketing and mobile affiliate marketing.

The belboon af filiate network is responsible for the financial interactions between business partners and the administrative technology. This includes the tracking and classification of generated commissions via tracking technologies and the provision of sophisticated management and controlling platforms for advertisers and publishers. In line with the industry standards, belboon operates its services according to a performance-based pricing model, mainly based on generated sales and leads.

MOBILE TECHNOLOGY

The business unit Mobile Technology is mainly represented through the YOC subsidiaries Sevenval GmbH and Sevenal Ltd. With in-house developed technology mobile internet portals and applications are implemented and hosted and the necessary software licensed.

In this way, Sevenval offers to create individual mobile websites, with content that may partially or significantly differ from the customer's stationary internet website, as well as the automatic optimisation of stationary content for mobile end devices and is therefore able to react quickly to market innovations, for example tablets.The FIT Technology developed by Sevenval can adjust websites to the properties of devices, operating systems and browsers and enables the optimised conversion of existing online content for all internet-enabled devices.

As part of the concentration process on the business unit Media, the company decided during the second half of 2012 to dispose of its Mobile Technology business area, mainly consisting of its subsidiaries Sevenval GmbH and Sevenval Ltd. This decision remains valid and will be driven forward. The business area continues to work towards increasing recurring revenues and license income and focuses on licensing the Sevenval FIT software and implementing related solutions.

The YOC Share

YOC Share and TecDAX Performance Index developments

YOC AG TecDAX Performance Index
02/01/2013 8.48 EUR *1 842.7 Points
28/03/2013 7.67 EUR *1 932.1 Points
Change -9.55% +10.61%
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 as of 31/03/2013 2,600,000

Development of net assets, financial position and results of operations

Revenue trend and total output

In the first three months of the 2013 fiscal year, the YOC Group's revenues decreased 7% from EUR 8.4 million to EUR 7.8 million.

Total output fell by 6% to EUR 8.3 million in the period under review.

Revenues by segment

In the Media segment, sales revenues dropped 4% or EUR 0.2 million y-o-y to EUR 4.8 million in the first three months of the 2013 fiscal year (Q1 2012: EUR 5.0 million).

Revenue growth abroad was thus not able to fully compensate for the revenue decline in Germany. The revenue drop of 12% y-o-y seen in Q1 2013 in the domestic market of Germany is owed primarily to the strategic decision to shut down the ubiyoo platform.

In England (+12%), Austria (+36%) and Spain (+35%), YOC saw pleasing revenue growth in the Media segment compared to the previous year, whereas the trend in France showed contrasting effects. Changes to the publisher portfolio caused YOC's revenues in France to drop 34% below the prior-year period.

The Media segment accounted for 61% of the YOC Group's total revenues in Q1 2013, up from 59% in Q1 2012.

The Mobile Technology segment generated sales revenues of EUR 3.0 million in the first three months of the fiscal year, reflecting a 12% drop in revenues compared to the previous year (EUR 3.4 million). This revenue decline is attributable to the discontinuation of peripheral activities and phase-out of areas that are no longer part of Mobile Technology's core business in the course of the strategic streamlining of the company focus.

Revenues by region

IIn the first quarter of the current fiscal year, the revenue trend in the YOC Group's international markets faced a slight decline by 6% to EUR 3.3 million (Q1 2012: EUR 3.6 million). This trend was caused above all by the drop in the Mobile Technology segment's revenues in the UK.

The share of revenues that were generated abroad is unchanged over the previous year at 43%.

Sales revenues in the domestic market of Germany dropped from EUR 4.8 million in the prior-year period to EUR 4.5 million in the period under review.

Gross income

The positive gross margin trend in Q1 2013 was boosted in particular by the disproportionately strong decrease in expenses for goods and services in relation to the sales trend, which went down 19% to EUR 3.8 million (Q1 2012: EUR 4.7 million).

The Mobile Technology segment was able to further reduce the share of external resources in customer projects, meaning the gross margin improved significantly in this segment to 93% (Q1 2012: 76%). The closing of the low-margin Mobile Messaging business segment in 2012 also contributed to the improved gross margin in Q1 2013.

Distribution by segment in %

Distribution of sales by region in %

The gross margin in the Media segment rose slightly to 29% (Q1 2012: 25%).

For the company as a whole, the gross margin came out to 54% (Q1 2012: 47%).

Personnel expenses and personnel development

The YOC Group had a slight reduction of 5 in overall staff to 219 employees in the first three months of the 2013 fiscal year.

Personnel expenses climbed by kEUR 431 to kEUR 4,132 attributable mainly to compensation for severance payments and increased bonuses and commissions.

Other operating expenses

Other operating expenses in the Group increased by EUR 0.2 million to EUR 1.5 million (Q1 2012: EUR 1.3 million). Other operating expenses pertaining to continuing operations amounted to EUR 1.0 million (Q1 2012: EUR 0.8 million). Exchange rate effects and the use of external service providers in the field of research and development each contributed EUR 0.1 million to expenses.

In the Mobile Technology segment, other operating expenses remained nearly unchanged at EUR 0.5 million.

The other operating expenses of the Group accounted for 18% of total output in the period under review, up 3 percentage points compared to the prior-year period.

EBITDA

Operating earnings before interest, tax, depreciation and amortisation in the YOC Group stood at EUR 1.1 million in the first three months of 2013 (Q1 2012: EUR 0.9 million). The EUR 0.2 million change over the prioryear period is attributable to the sales revenue decline in dis continuing operations and products as well as peripheral activities.

EBITDA in the Media segment in the first three months of the fiscal year is slightly below the prior year period at EUR 0.6 million (Q1 2012: EUR 0.5 million).

The Mobile Technology segment generated a positive contribution of EUR 0.4 million to results (Q1 2012: EUR 0.4 million) in the period under review.

Together with the expenses of the holding organisation in the amount of EUR 0.9 million (Q1 2012: EUR 0.7 million), the company's operating business suffered a loss overall in the first three months of 2013.

EBIT, earnings after tax and net income

Given the significant reduction in depreciation and amortisation in Q1 2013 by 67% compared to the prior-year period, YOC reached an operating result before interest and tax at the prior-year level in the amount of EUR 1.3 million. The reduction in depreciation and amortisation in Q1 2013 is based primarily on a lower basis due to the impairments in Q4 2012 and the fact that assets in dis continuing operations are no longer depreciated and amortised.

The YOC Group's net income in Q1 2013 amounts to EUR 1.5 million. Tax expenses pertain nearly entirely to changes in deferred taxes.

In contrast to the comparable prior-year period, there were no deferred tax asset.

Cash-Flow

The following information refers to both continuing and discontinued operations:

As at the reporting date, the YOC Group's cash and cash equivalents amounted to EUR 0.9 million, up EUR 0.6 million since 31 December 2012.

Cash flow from operating activities stood at EUR 0.9 million (Q1 2012: EUR 0.4 million) in the first three months, thus basically reflecting the business performance in the first three months of the current fiscal year.

Cash flow from/used in investing activities amounted to EUR 0.2 million in the period under review. EUR 0.1 million thereof pertained to payments for investments in property, plant and equipment. Another EUR -0.1 million represent development costs in connection with the further development of technological platforms. Technological competitiveness is essential for the YOC Group's further growth and the expansion of the market position, which is why we pursue further development and new development of our software solutions and platforms in-house.

Cash flow from/used in financing activities in the amount of EUR 1.8 million resulted primarily from the capital increase in February 2013 with proceeds of some EUR 1.8 million and the repayment of loan liabilities to banks as scheduled.

As at 31 March 2013, the equity ratio of the YOC Group came out to 14%.

Interim Report 1st Quarter 2013

Report on Risks and Opportunities Outlook

The YOC Group is an internationally oriented service provider operating in a dynamic market, which naturally involves company and sector-specific risks as well as fiscal risks. These primarily include risks in connection with the market and the competitive environment, technological risks, personnel risks, planning risks, organisational risks as well as financial and treasury risks. Such risks may arise from the Group's own entrepreneurial actions or from external factors. The YOC Group has taken measures to detect and reduce potential risks early on. For this purpose, a corresponding risk manage¬ment system was set up. Within this system, risks are regularly recorded, evaluated and, if necessary, continually monitored through a group-wide risk inventory.

T h e YO C Gro up's risk p o lic y, which was e na c te d by th e Management Board, has not changed and is a component of the company-wide policy seeking to achieve sustainable growth, an increase of company value as well as the long-term ensurance of the Group's continued existence. In this context, the company consciously takes on necessary risks under consideration of the risk/return ratio in order to make use of market opportunities and to be able to exploit the generated poten¬tial for success.

Due to the anticipatory risk controlling measures within the internal monitoring system, risks and opportunities can be detected and eva¬luated early on, meaning the company can promptly react to such risks and opportunities in an appropriate manner, thereby guaranteeing efficient control in the interest of the company's success. Measures to be taken in the scope of risk control are implemented by the operating units.

With cash and cash equivalents of EUR 0.9 million as at 31 March 2013, the company has a rather low liquidity reserve in relation to the company size. For this reason and to strengthen the equity base, the Management Board performed a capital increase in February 2013 that generated cash in the amount of EUR 1.82 million.

YOC will continue to streamline the company's business focus. Therefore the management is further pursuing the sale of the Mobile Technology segment.

The company plans to use any opportunities that might arise in the Media segment in the second quarter of 2013 and to continue its steady growth, thus also improving company results. YOC expects to see positive revenue momentum from this new strategy in the further course of the year. The company aims to achieve effects from the planned monetisation of behavioural targeting, real time bidding and gaming towards the end of the year.

Revenue volumes and the profitability in the Mobile Technology segment are projected to rise and to show a positive performance overall.

In the second quarter of the 2013 fiscal year, we anticipate a positive revenue performance and better earnings situation both at Group level and in the two segments active in operating business.

Interim Consolidated Financial Statements (unaudited)

Consolidated Statement of Comprehensive Income

Consolidated Income Statement Q1 2013 (in EUR) Media and Holding
(continuing
operations)
Mobile Technology
(discontinued
operations)
Total
Revenue 4,780,444 3,007,877 7,788,321
Own work capitalised 31,126 90,980 122,106
Other operating income 218,861 122,537 341,398
Total output 5,030,431 3,221,394 8,251,825
Expenses for goods and services 3,584,833 229,427 3,814,260
Personnel expenses 2,060,259 2,071,393 4,131,652
Other operating expenses 950,772 502,809 1,453,581
EBITDA -1,565,433 417,765 -1,147,668
Deprication and amortisation expenses 147,076 0 147,076
EBIT -1,712,509 417,765 -1,294,744
Financial income 247 0 247
Financial expenses 26,286 0 26,286
Financial result -26,039 0 -26,039
EBIT -1,738,548 417,765 -1,320,783
Income taxes 1,495 201,702 203,197
Net income -1,740,043 216,063 -1,523,979
Earnings per share diluted -0.69 0.09 -0.60
Earnings per share basic -0.70 0.09 -0.61
Consolidated statement
of comprehensive income Q1 2013 (in EUR)
Media und Holding
(continuing
operations)
Mobile Technology
(discontinued
operations)
Total
Net income -1,740,043 216,063 -1,523,979
Unrealised gains from foreign currency translation -6,874 5,665 -1,209
Total other comprehensive income -6,874 5,665 -1,209
Total comprehensive income -1,746,917 221,728 -1,525,188

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

Consolidated Statement of Comprehensive Income

Consolidated Income Statement Q1 2013 (in EUR) Media and Holding
(continuing
operations)
Mobile Technology
(discontinued
operations)
Total
Revenue 4,961,934 3,402,972 8,364,906
Own work capitalised 59,189 122,019 181,208
Other operating income 65,548 208,323 273,871
Total output 5,086,671 3,733,314 8,819,985
Expenses for goods and services 3,798,018 898,663 4,696,681
Personnel expenses 1,752,108 1,948,074 3,700,182
Other operating expenses 757,332 536,758 1,294,090
EBITDA -1,220,787 349,819 -870,968
Deprication and amortisation expenses 269,621 180,483 450,105
EBIT -1,490,408 169,336 -1,321,073
Financial income 26,322 34 26,355
Financial expenses 73,604 991 74,595
Financial result -47,282 -958 -48,240
EBIT -1,537,691 168,378 -1,369,313
Income taxes -482,981 131,162 -351,819
Net income -1,054,710 37,216 -1,017,494
Earnings per share diluted -0.51 0.02 -0.50
Earnings per share basic -0.55 0.02 -0.53
Consolidated statement
of comprehensive income Q1 2013 (in EUR)
Media und Holding
(continuing
operations)
Mobile Technology
(discontinued
operations)
Total
Net income -1,740,043 216,063 -1,523,979
Unrealised gains from foreign currency translation -6,874 5,665 -1,209
Total other comprehensive income -6,874 5,665 -1,209
Total comprehensive income -1,746,917 221,728 -1,525,188

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

Consolidated Statement of Financial Position

in EUR (condensed) 3M / 2013 3M / 2012
(audited)
Assets
Non-Current Assets 3,727,860 3,772,768
Property, plant and equipment 637,986 679,748
Goodwill 1,639,739 1,639,739
Intangible assets 739,316 756,613
Deferred tax assets 710,818 696,668
Current assets 18,169,928 19,288,287
Trade receivables 3,629,194 4,828,697
Other receivables 282,719 282,009
Tax assets 49,833 43,951
Securities 14,101 14,101
Cash and cash equivalents 864,342 235,737
Assets classified as held-for-sale 13,329,740 13,883,792
Total assets 21,897,788 23,061,056
Equity and Liabilities
Equity 3,020,389 2,702,568
Subscribed capital 2,600,000 2,380,000
Additional paid in capital 19,208,308 17,585,298
Retained earnings -18,822,892 -17,298,913
Other comprehensive income from currency translation differences 85,292 86,501
Own shares -50,319 -50,319
Non-current liabilities 1,133,623 404,998
Provisions 62,220 52,297
Loans and borrowings 712,687 0
Other liabilities 302,501 289,488
Other financial liabilities 26,430 35,671
Deferred tax liabilities 29,784 27,542
Current liabilities 17,743,776 19,953,489
Prepayments received 1,819,111 1,945,002
Trade payable 3,804,963 3,867,915
Loans and borrowings 2,721,720 3,493,677
Other liabilities 1,809,819 2,045,098
Other financial liabilities 3,653,720 4,288,505
Tax liabilities 0 157,912
Provisions 0 75,000
Liabilities associated with assets classified as held-for-sale 3,934,443 4,080,379
Total equity and liabilities 21,897,788 23,061,055

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

Consolidated Statement of Cash Flows

in EUR Q1 2013 Q1 2012
Earnings after tax out of continuing operations -1,740,043 -1,054,709
Earnings after tax out of discontinued operations 216,063 37,216
Depreciation, amortisation and impairments 147,076 450,105
Taxes recognised in the income statement 203,197 -351,819
Interests recognised in the income statement -26,039 48,240
Other non-cash income and expenses 21,801 47,854
Cash-Earnings -1,177,946 -823,112
Result from disposal of assets -852 4,347
Changes in receivables and other receivables 1,813,869 429,721
Changes in liabilities, prepayments received and other liabilities -1,444,588 83,583
Changes in provisons -65,077 21,000
Interests received 247 478
Interests paid -25,288 -51,032
Income taxes paid -42,018 -32,192
Cash flow -941,653 -367,207
Investitionen in Sachanlagen -63,124 -386,269
Investitionen in immaterielle Vermögenswerte -3,912 -1,050
Auszahlungen für selbst erstellte immaterielle Vermögenswerte -122,106 -181,208
Cash flow from operative activities -189,142 -568,527
Inflows from capital increases 1,870,000 0
Transaction costs related to issuance of new shares -50,000 0
Repayments of liabilities under finance lease 0 -9,949
Repayment of bank loans -62,500 -220,500
Issuance of bank loans 0 900,000
Cash-Flow from financing activities 1,757,500 669,551
Net increase/decrease 626,705 -266,183
Changes in cash and cash equivalents due to exchange rates 0 1,896
Changes in cash and cash equivalents due to changes in the scope of consolidation 0 0
Cash and cash equivalents at the beginning of the period 259,809 1,571,368
Cash and cash equivalents at the end of the period 886,514 1,307,081

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

Consolidated Statement of Changes in Equity

in EUR Subscribed
capital
Additional
paid in capital
Retained
Earnings
Other comprehensive income
from currency
translation differences
Own
Shares
Total
as of 01/01/2013 2,380,000 17,585,298 -17,298,913 86,501 -50,319 2,702,568
Net income -1,523,979 -1,523,979
Currency translation
diffenrences
-1,209 -1,209
Comprehensive income 0 0 -1,523,979 -1,209 0 -1,525,188
Issuance of subscribed
capital
220,000 1,650,000 1,870,000
Stock option programme 16,480 16,480
Transaction costs including
tax benefits
-43,470 -43,470
as of 31/03/2013 2,600,000 19,208,307 -18,822,892 85,292 -50,319 3,020,389
as of 01/01/2012 1,915,000 15,013,955 -5,955,498 58,237 -50,319 10,981,376
Net income -1,017,493 -1,017,493
Currency translation
diffenrences
5,488 5,488
Comprehensive income 0 0 -1,017,493 5,488 0 -1,012,006
Issuance of subscribed
capital
0
Stock option programme 47,854 47,854
Transaction costs including
tax benefits
0
as of 31/03/2012 1,915,000 15,061,809 -6,972,991 63,725 -50,319 10,017,225

No Shares are hold by non-controlling Shareholders.

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

Notes to the financial statements

1. General information

YOC AG with headquarters at Karl-Liebknecht-Straße 1, Berlin, Germany is an international service provider in the field of Mobile Technology (development of mobile internet portals and mobile marketing campaigns) and Media (marketing of media packages and advertising formats).

The stock of 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 of the German Commercial Code (HGB), YOC AG is obliged to prepare consolidated financial statements. The interim consolidated financial statements of YOC AG as at 31 March 2013 have been prepared pursuant to Section 315a of the 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 statements. The interim consolidated financial statements of YOC AG as at 31 March 2013 thus comply with IFRS as mandatory in the European Union from 1 January 2013.

The condensed and unaudited interim consolidated financial statements of YOC AG were prepared in accordance with the provisions of the Inter¬national Accounting Standard (IAS) 34.

At the end of July 2012, the YOC Group decided to further pursue the strategic streamlining of the company's business focus. Therefore, the Management Board of YOC AG resolved to sell the Mobile Technology segment. The affected segment has been therefore classified as dis continuing operations pursuant to IFRS 5. The explanations in the Notes to the statement of financial position and the statement of comprehensive income therefore refer to the Media segment only, classified as continuing operations.

Accounting and valuation methods

The financial reporting methods used for the preparation of the consolidated financial statements as at 31 December 2012 were taken as a basis for the preparation of the condensed interim consolidated financial statements of YOC AG.

3. Segment reporting

Identification of the reportable segments

Segment reporting is based on the internal management structure. The Group organisation comprises the following reportable business segments:

1. Media

2. Mobile Technology (dis continuing operations)

The following table shows the earnings in the individual segments. In accordance with the internal reporting structure, EBITDA is used as the measure of earnings:

continuing
operations
discontinued
operations
in kEUR (condensed) Media* Mobile Technology Overhead Consolidation YOC Group
01.01.2013 - 31.03.2013
External revenues 4,780 3,008 7,788
Internal revenues 5 13 -18
Total revenues 4,785 3,021 -18 7,788
Own work capitalized 31 91 122
Other operating income 219 123 341
Total output 5,030 3,221 8,252
Cost of goods sold 3,585 229 3,814
Personnel expenses 1,507 2,071 553 4,132
Other operating expenses 553 503 398 1,454
EBITDA -614 418 -951 -1,148
01.01.2012-31.03.2012
External revenues 4,962 3,403 8,365
Internal revenues 682 583 -1,265
Total revenues 5,644 3,986 -1,265 8,365
Own work capitalized 59 122 181
Other operating income 66 208 274
Total output 5,087 3,733 8,820
Cost of goods sold 3,798 899 4,697
Personnel expenses 1,379 1,948 373 3,700
Other operating expenses 443 537 314 1,294
EBITDA -534 350 -687 -871

EBITDA is reconciled to net income as follows:

Reconcillation (in kEUR ) Q1/2013 Q1/2012
EBITDA -1,565 -1,221
Depreciation -147 -269
Financing result -26 -47
Taxes -1 483
Revenue from discontinued operations 216 37
Net income -1,524 -1,017

4. Notes to the statement of financial position

The following information pertains exclusively to the segment that is classified as continuing operations:

Equity

In February 2013, YOC AG performed a capital increase for 220,000 no-par bearer shares with a mathematical pro-rated share in total share capital of EUR 1.00 per stock to strengthen the equity base. The stocks were issued at EUR 8.50 each.

Loans

The YOC Group was unable to fulfil the financial covenants of the lending banks as at 31 December 2012. In March 2013, before the consolidated financial statements for 2012 were published, the creditors declared in writing that they would waive their right of termination resulting from the breach of covenants until presentation of the consolidated financial statements for 2013. Therefore, the loans are shown with their contractually agreed maturities as at 31 March 2013.

YOC AG has a credit line granted by its commercial bank in the amount of kEUR 1,000. kEUR 958 of the credit line had been drawn as at 31 March 2013. The credit line is subject to an interest rate of 2.69% p.a. as at 31 March 2013.

5. Notes to the cash flow statement

The following information refers to both continuing and discontinued operations:

As at the reporting date, the YOC Group's cash and cash equivalents amounted to kEUR 887, up kEUR 627 since 31 December 2012.

Cash flow from operating activities stood at kEUR 942 (Q1 2012: kEUR 367) in the first three months, thus largely reflecting business performance in the first three months of the current fiscal year.

Cash flow from/used in investing activities amounted to kEUR 189 in the period under review. kEUR 63 thereof pertained to payments for investments in property, plant and equipment. Another kEUR 122 represented development costs in connection with the further development of technological platforms. Technological competitiveness is essential for the YOC Group's further growth and the expansion of the market position, which is why we pursue further development and new development of our software solutions and platforms in-house.

Cash flow from/used in financing ac tivities in the amount of kEUR 1,758 results primarily from the capital increase in February 2013 with proceeds of approximately kEUR 1,820 and the repayment of loan liabilities to banks as scheduled.

As at 31 March 2013, the equity ratio of the YOC Group came out to 14%.

6. Discontinued operations

The Mobile Technology segment has been classified as discontinued operations pursuant to IFRS 5.

The main components of the assets and liabilities in discontinued operations as at 31 March 2013 are as follows:

Assets and liabilities

of the discontinued operations (in TEUR) 31.03.2013
Property, plant and equipment 458
Goodwill 6.795
Intangible assets 2.867
Deferred Taxes 0
Forderungen aus Lieferungen und Leistungen 2.935
Other assets 253
Cash and cash equivalents 22
Assets held for sale 13.330
Provisions 2
Deferred taxes 1.044
Advances received 595
Trade payables 491
Other liabilities 964
Other financial liabilities 528
Liabilities from POC 310
Liabilities in connection with assets held for sale 3.934

Upon classification as assets held-for-sale, the Mobile Technology segment was valued at the lower of its previous carrying amount and fair value in the financial statements as at 31 December 2012. The same figure was applied in the interim financial statements as at 31 March 2013.

The cash flow of discontinued operations is as follows:

Cash flow
from discontinued operations (in kEUR)
Q1/2013
Operating cash flow 862
Investing cash flow -130
Financing cash flow 0
Cash flow of the discontinued operations 732

7. Guarantees, contingent liabilities and similar obligations

The Group furnished a blanket assignment covering all YOC AG and Sevenval GmbH's domestic trade receivables as security for its existing liabilities to banks that amounted to kEUR 3,434 as at 31 March 2013. These had a value of kEUR 1,317 as at 31 March 2013.

For the pledge of the share in Sevenval GmbH in the scope of the shareholder loan that was granted after the reporting date, please refer to item 9.

8. Related party disclosures

No significant business transactions were performed with related companies or persons in the period under review. For the shareholder loan granted after the end of the reporting period, please refer to item 9.

9. Events after the interim reporting period

In May 2013, YOC AG performed a capital increase for 258,500 no-par bearer shares with a mathematical pro-rated share in total share capital of EUR 1.00 per stock to strengthen the equity base. The stocks were issued at EUR 5.00 each.

YOC AG announced in April 2013 that the agenda for the Annual General Meeting on 6 June 2013 included a vote on raising up to EUR 2 million in nominal terms to strengthen the equity base with an ordinary capital increase for cash with subscription rights. The newly issued shares are to be fully entitled to dividends as from 1 January 2013.

The capital increase for cash is to be performed in early to mid-July 2013 based on current planning.

The YOC AG Management Board will determine the subscription price, subscription ratio, number of shares to be issued and other details concerning the capital increase at a later date, subject to Supervisory Board approval.

The capital increase is contingent upon shareholder approval at the Annual General Meeting.

Shareholder loan

At the end of April 2013, YOC AG was granted a shareholder loan by DIH Deutsche Industrie-Holding, Frankfurt am Main, Germany, in the nominal amount of kEUR 610 (amount paid out: kEUR 600). The loan is subject to an interest rate of 8.5% p.a. and due for repayment at the end of July 2013. YOC AG pledged its 100% business share in Sevenval GmbH, Cologne, to the lender as security.

YOC Contact

Berlin (Headquarters) YOC AG YOC Mobile Advertising GmbH belboon 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 Köln 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 28050 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

06/06/2013

Annual General Meeting

29/08/2013

Publication of the Report of the first half 2013

29/11/2013

Publication of the Report of the 3rd Quarter 2013

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 - 0 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