Annual Financial Statements

Transcription

1 Annual Financial Statements

2 Key figures Key figures of the SinnerSchrader Group Change Revenues 000s 27,664 24, % Total revenues, net 000s 20,936 18, % Gross profit 000s 6,948 6, % EBITDA 000s 1,974 2, % EBITA 000s 1,441 2, % Net income 000s 939 1, % Net income attributable to the shareholders of SinnerSchrader AG 000s 1,231 1, % Net income per share 1) % Shares outstanding 1) number 11,356 11,471-1% Cashflows from operating activities 000s 2,229 2, % Employees, full time equivalents number % Change Liquid funds and securities 000s 7,988 9, % Shareholders equity 000s 12,534 12,971-3% Balance sheet total 000s 20,342 19,934 2 % Employees, end of period number % 1) Weighted average shares outstanding

3 Joint Status Report of SinnerSchrader AG 6 General 7 Group Business and Structure 8 Market and Competitive Environment 10 Business Development and Group Situation 17 Development and Situation of SinnerSchrader AG 19 Compensation System for the Company Boards 20 Supplementary Information Required according to Article 289 Para. 4 and Article 315 Para. 4 of the German Commercial Code 21 Risks and Opportunities for Future Business Development 24 Major Events after the Balance Sheet Date 25 Forecast Consolidated Financial Statements of SinnerSchrader AG 28 Consolidated Balance Sheets 29 Consolidated Statements of Operations 30 Consolidated Statements of Shareholders Equity 32 Consolidated Statements of Cash Flows Auditors Opinion Annual Financial Statements of SinnerSchrader AG 70 Balance Sheets of SinnerSchrader AG 72 Statements of Operations of SinnerSchrader AG 73 of SinnerSchrader AG 88 Auditors Opinion 89 Responsibility Statement 90 Events & Contact

4 Joint Status Report

5 Joint Status Report of SinnerSchrader AG 6 General 7 Group Business and Structure 8 Market and Competitive Environment 10 Business Development and Group Situation 17 Development and Situation of SinnerSchrader AG 19 Compensation System for the Company Boards 20 Supplementary Information Required according to Article 289 Para. 4 and Article 315 Para. 4 of the German Commercial Code 21 Risks and Opportunities for Future Business Development 24 Major Events after the Balance Sheet Date 25 Forecast

6 6 Joint Status Report of SinnerSchrader AG Joint Status Report 1 General The following Status Report is the joint Consolidated Status Report and Group Status Report of Sinner- Schrader Aktiengesellschaft ( SinnerSchrader AG or AG ) for the 2008/2009 financial year, which covered the period from 1 September 2008 to 31 August In particular, it shows the development of the income, financial, and asset status of the SinnerSchrader Group ( SinnerSchrader or Group ) and the AG in the 2008/2009 financial year and addresses the key risks and opportunities and the probable future development of business. Unless explicit reference is made to the AG, the statements refer to the Group. The Consolidated Financial Statements for 2008/2009 were drawn up according to International Financial Reporting Standards ( IFRS ). The 2008/2009 Annual Report of the AG follows German accounting regulations. The Status Report and the Group Status Report, particularly Section 10, contain statements and information aimed at the future. These can be recognised by the use of words such as expect, anticipate, forecast, intend, plan, strive, estimate, become, and should. Such forward-looking statements are based on current knowledge, estimates, and assumptions. They therefore entail a number of risks and uncertainties. A variety of factors, many of which are outside SinnerSchrader s sphere of influence, have an impact on business development and its results. These factors mean that the actual future business development of SinnerSchrader and the actual results achieved may differ significantly from the explicit or implicit information in the forwardlooking statements.

7 Joint Status Report of SinnerSchrader AG 7 2 Group Business and Structure 2.1 Business Activities 2.2 Structure of the Group As an interactive agency group, SinnerSchrader offers companies a comprehensive range of services for the use of interactive technologies to optimise and further develop their business. The emphasis is on using the Internet for selling goods and services (e-commerce), for marketing and communication, and for acquiring and retaining customers. SinnerSchrader currently carries out its business from four operative companies: SinnerSchrader Deutschland GmbH, spot-media AG, newtention technologies GmbH, and next commerce GmbH. SinnerSchrader Deutschland GmbH and its predecessors have been part of the Group since the agency group was founded in SinnerSchrader s services include consultation related to and the development of Internet strategies, the customised conception, design, and technical development of websites and Internet applications, the maintenance of content and technologies, performance measurements and optimisation, and technical operations, including the provision of the technical infrastructure for website and Internet applications, the planning and execution of advertising campaigns on the Internet with a focus on performance-driven display advertising (e.g., banner ads), and, since the 2008/2009 financial year, the provision of and performance measurements for advertising media (ad serving) as well as acceptance of overall responsibility for the establishment and management of sales channels on the Internet, including logistics, payment transactions, and shop management (e-commerce outsourcing). SinnerSchrader is one of the biggest independent interactive agencies in Germany and provides its services from offices in Hamburg and Frankfurt am Main. SinnerSchrader works primarily for companies based in Germany but also has customers in Denmark, the UK, France, and Morocco. spot-media AG and its subsidiary spot-media Consulting GmbH were acquired by SinnerSchrader AG in February 2008 and now supplement and strengthen the Group s competence profile, particularly as regards the maintenance of large online shops and portals, the development and implementation of website projects for SME clients, and the use of technologies like PHP and TYPO3. The spot-media group was part of the consolidation group for an entire financial year for the first time in 2008/2009. In the previous year, it belonged to the Group only for seven months. In the 2008/2009 financial year, SinnerSchrader continued to expand its portfolio, acquiring newtention technologies GmbH in a two-stage transaction in December 2008 and May 2009 and founding next commerce GmbH in May newtention technologies GmbH develops ad serving technology under the n7 brand and offers ad serving services to advertising companies, online media agencies, and ad space providers from its own data centre via a software-as-a-service model. Via its subsidiary newtention services GmbH (previously adbalance GmbH), it also marketed online media services based on n7 technology to advertising companies and agencies. With the takeover of the newtention group, SinnerSchrader expanded its own online media business, which has been operated by SinnerSchrader Deutschland GmbH since 1998, and focused this business on the promising field of performance-driven display advertising.

8 8 Joint Status Report of SinnerSchrader AG Following final assessment in accordance with the relevant IFRS rules, the structure of the transaction for the takeover of newtention technologies GmbH resulted in the newtention group being completely incorporated into the consolidation group as of 1 December 2008 even though the shares of newtention technologies GmbH were not legally transferred to SinnerSchrader AG until 29 May The earnings from the time between the first consolidation and the transfer of shares were to be allocated entirely to the sellers of newtention technologies GmbH and were reported in the Group s Statements of Operations as consolidated income from external interests. Since the external interests passed to SinnerSchrader AG with the transfer of shares on 29 May 2009, there were no external interests to report in the balance sheet as of 31 August With the establishment of next commerce GmbH, SinnerSchrader organically expanded its range of services to include e-commerce outsourcing. On the basis of multi-year contracts, next commerce GmbH develops and manages online sales channels for companies in return for a performance-based share of revenues. After next commerce GmbH was founded, SinnerSchrader began working for the first customer whose online shop will open in autumn In addition to the four operative companies in Germany mentioned above, the Group also still includes the foreign subsidiaries SinnerSchrader UK Ltd., London, UK, and SinnerSchrader Benelux BV, Rotterdam, the Netherlands, which were not operatively active in the 2008/2009 financial year. SinnerSchrader AG acts as the managing holding company of the Group and is responsible for the central provision of infrastructure and administrative services, financing the operating business, administering the liquidity reserves, and controlling the Group. The portfolio expansion which took place in the 2008/2009 financial year is reflected in the Group s segment reporting. As of the year of the report, SinnerSchrader has planned and controlled its operations according to Interactive Marketing, Interactive Media, and Interactive Outsourcing segments. 3 Market and Competitive Environment SinnerSchrader s 2008/2009 financial year fell in the most difficult phase of a global financial and economic crisis. While there were indications worldwide in the summer of 2008 that the previously strong economic growth would slow down as a result of the bursting of the real estate bubble in the United States, it was the collapse of Lehman Brothers bank on 15 September 2008 that plunged the financial world and, ultimately, the global economy into a crisis of unexpected proportions. Because the German economy depends heavily on export business, the crisis had an immediate and definite impact on its development. The German Federal Statistical Office recorded a 0.2 % decline in the real gross domestic product in Germany for the second half of 2008 compared to the year before because of the financial market crisis. The full extent of the economic collapse became apparent in the first half of 2009: Based on current figures from the Federal Statistical Office from the end of August 2009, Germany s gross domestic product fell by 6.8 % in real terms compared to the year before. This is the most severe decline in economic output in over 50 years and it can be attributed first and foremost to the slump in capital investments; the development of private consumer spending remained comparatively stable. At the start of the third quarter of the year in July 2009, there were increasing signs around the world that the negative development of the world economy was slowing down, not least thanks to massive government bailouts in many countries. Over the past weeks, the forecasts for economic development in the second half of 2009 and in 2010 have been raised across the board. Most experts and the German federal government expect GDP to develop significantly better in the second half of the year than in the first and predict 1.2 % growth for 2010.

9 Joint Status Report of SinnerSchrader AG 9 The Internet sector proved to be relatively crisis-proof during SinnerSchrader s 2008/2009 financial year. One important indicator for this is the development of the online advertising market, which experienced doubledigit growth even in the first half of 2009 according to reports from various research firms and associations. In July 2009, the German Federal Association for Information Technology, Telecommunications, and New Media (BITKOM) reported 13 % growth in revenues from online advertising without search engines and affiliate marketing in the first half of 2009 compared to the first half of 2008 a figure which is generally confirmed by Nielsen Media, which reported 10 % growth. are also increasingly spending money. An online study by ARD and ZDF in the spring of 2009 counted 43.5 million people online in Germany. This was 0.8 million more than one year before and accounted for 67.1 % of all people in Germany aged 14 or older. While the ARD/ZDF online study indicates that this growth is levelling out and will only amount to about 2 % for 2009, the Internet structure data published by the Forschungsgruppe Wahlen for the first and second quarter of 2009 showed a boost in growth dynamics and an increase in the proportion of German adults aged 18 or older using the Internet from 65 % in the third quarter of 2008 to 69 % in the first quarter of 2009 and 72 % in the second quarter of Though this growth was not as dynamic as in preceding periods, it is all the more remarkable considering that gross advertising investments shrank by more than 3 % in total in the first half of the year according to Nielsen Media. The proportion of investments made in online advertising therefore continued to grow. A forecast published in September 2009 by the Circle of Online Marketers in the German Association for the Digital Economy assumes that the gross advertising volume for all forms of online advertising, including search engine and affiliate marketing, will grow by 10 % in 2009 as a whole, and it predicts that the Internet s share of the gross advertising volume will increase by 2 percentage points to reach 16.6 %. According to this forecast, the Internet will come in third place for the first time behind TV and newspapers in the ranking of various advertising channels in Germany in the year The British online advertising market is setting the pace for the shift of advertising budgets to the Internet: A study published at the end of September 2009 by the Internet Advertising Bureau in cooperation with PricewaterhouseCoopers and the World Advertising Forum shows that the online advertising market in the UK surpassed television for the first time in the first half of 2009, seizing a 23.5 % share of the total advertising market. The study suggests that the crisis has accelerated the shift of advertising budgets to the Internet. In light of the Internet s rate of penetration in most age groups, the change in the intensity and nature of Internet usage is more important to the development of the interactive service provider sector than the growth in user numbers. For example, the ARD/ ZDF online study shows that nearly half of all Germans aged 14 or older used the Internet on a daily basis in 2009; in the 2009 study, 48.1 % said they had last used the Internet yesterday, which is over 3 percentage points more than in the previous year. Parallel to this, after three years with no significant upward movement, the average length of time spent on the Internet shot up by 13 % to 136 minutes per day, which could be a result of the fact that videos have become the fastest-growing online application. Correspondingly, the value of goods purchased online rose significantly in the year In March 2009, the market research institute GfK reported a rise of 19.3 % to 13.6 million, the biggest increase in four years. The German E-Commerce and Distance Selling Trade Association (bvh) reported similarly positive figures; its statistics show that the volume of private online purchases rose by 22.9 % in 2008 to reach a value of 13.4 million. For 2009, the bvh anticipates around 10 % growth in online sales despite the expected fall of probably more than 5 % in the gross domestic product. This will cement the role of the Internet as the fastest-growing retail sales channel. Investments in advertising follow people and potential consumers, more and more of whom are spending more time more frequently on the Internet, where they

10 10 Joint Status Report of SinnerSchrader AG The basic trend driving the business of the interactive services sector remains stable despite the crisis. A new growth spurt even appears to be underway in the e-commerce segment. According to the New Media Service Ranking published in April 2009 by the German Federal Association of the Digital Economy, German interactive agencies can expect average business growth of 8 % for the year 2009 despite the economic environment. 4 Business Development and Group Situation In light of the comparatively mild effects of the economic crisis on the Internet industry and the interactive agency sector as a whole, and thanks to SinnerSchrader s good position in the German market for interactive services and its focus on infrastructure-oriented services, SinnerSchrader was able to continue growing in 2008/2009 despite the difficult overall economic situation. Gross revenues rose in the 2008/2009 financial year by 14.5 % compared to the year before to reach 27.7 million. This revenue growth did not lead to an increase in the operating result in the year covered by the report because, since SinnerSchrader is convinced that the market for interactive services remains promising, it decided to expand its portfolio to include ad serving and e-commerce outsourcing services, even though this initially affected its overall operating performance. These advance payments caused the EBITA to decrease by around 0.9 million in the 2008/2009 financial year to 1.4 million. Without the advance payments, the EBITA would have risen slightly by around 0.1 million. The establishment of new business fields caused the consolidated income to be allocated to SinnerSchrader shareholders to decline by 0.03 per share to 0.11 per share. The liquidity reserve fell by around 1.1 million to 8.0 million as of 31 August 2009 on account of investments in the expansion of the range of services and the strengthening of existing business in the year of the report. Due to this expansion, the equity rate was also down 3 percentage points as of the balance sheet date but still amounted to 62 %, which is a testament to the Group s solid financial situation. The development of the key indices for business development and the Group s asset and financial situation in the period covered by the report are described in the following. 4.1 Revenues In the 2008/2009 financial year, SinnerSchrader achieved gross revenues of 27.7 million and net revenues of 20.9 million. This means SinnerSchrader s business grew by 14.5 % and 14.1 %, respectively, compared to the year before. However, due in particular to the financial and economic crisis, these growth rates remained below those of the previous financial year, in which SinnerSchrader grew by 30.0 % and 29.6 %. Of the 2.6 million increase in net revenues, around 2.2 million can be attributed to the project and operating services in the Interactive Marketing segment, which achieved total revenues of 19.7 million in the 2008/2009 financial year. The media business, including ad serving services, grew by 0.5 million to reach net revenues of nearly 1.4 million. Revenues of nearly 0.2 million arose from the first project of the newly launched e-commerce outsourcing business. There was a contrary effect from the services exchanged between the segments, which led to the elimination of 0.3 million in the total account. The rise in net revenues in the media business went hand in hand with a 0.9 million increase in the media budget SinnerSchrader manages for customers. SinnerSchrader s gross revenues therefore rose in the 2008/2009 financial year compared to the year before by a total of 3.5 million. 1.4 million of the growth in the Interactive Marketing segment can be attributed to the fact that spotmedia AG, whose business falls entirely within this segment, contributed revenues and earnings to the SinnerSchrader Group for an entire twelve months for the first time in the year under review. In the previous year, spot-media was part of the Group for only seven months after the takeover in February 2008.

11 Joint Status Report of SinnerSchrader AG 11 spot-media was also responsible for the growth in the Interactive Marketing segment beyond this consolidation effect in the year under review. In addition to the positive development of business with existing customers, spot-media was able to successfully establish a relationship with the telecommunications company HanseNet, who quickly became an important new customer when spot-media took over a project team working for this customer at another agency in early January Revenues in the SinnerSchrader agency decreased slightly on account of the crisis. Budget cuts and project postponements in some major accounts in the first half of 2009 could not be compensated for by revenues from new customers. Nonetheless, business with new customers picked up in 2008/2009 compared to the previous year. The SinnerSchrader agency was able to expand its customer list considerably with Steigenberger, Häfele, QVC, REWE, and a start-up project for a large retail group. attributed to the consolidation effect from spot-media, with its high proportion of retail customers, as well as to the great pressure to intensify e-commerce activities in this industry, which appeals to SinnerSchrader s core competency and is one of the reasons Sinner- Schrader has developed an e-commerce outsourcing portfolio. Net revenues from all other sectors rose as well, with the exception of Transport & Tourism. Revenues from customers in the Financial Services sector increased by 0.4 million even though this industry was particularly hard hit by the effects of the financial and economic crisis. This can be explained by the fact that, on account of the crisis, business with private customers became increasingly important to banks and also by the fact that, when it comes to acquiring and retaining customers, there is no way around the Internet. This sector s share of SinnerSchrader s total net revenues declined by around 2 percentage points to nearly 27 %. In the media business, the organic growth of the media budget managed for existing customers and the net revenues generated from this continued in the 2008/2009 financial year and contributed 0.2 million to the growth of the Interactive Media segment. Furthermore, by taking over newtention technologies GmbH and its ad serving technology, SinnerSchrader laid the foundation for future growth and achieved its first revenues from ad serving services in the amount of 0.3 million in the year covered by the report. Of this, around 0.2 million arose in the phase from the date of the first consolidation on 1 December 2008 to the legal takeover of the shares. In the e-commerce outsourcing business, which was established organically in the 2008/2009 financial year and embedded in the newly founded next commerce GmbH, SinnerSchrader was able to acquire the Olsen fashion company as its first customer for a cooperation lasting several years. In the course of its initial project to set up a shopping platform, next commerce GmbH achieved revenues of nearly 0.2 million. When all segments are viewed together, revenues from customers in the Retail & Consumer Goods sector rose the most. SinnerSchrader s net revenues from companies in this sector rose by 1.5 million. This sector s share of total revenues therefore increased from around 28 % to nearly 32 %. This can be The 0.5 million increase in the Telecommunications & Technology sector was due largely to the acquisition of HanseNet as a new customer. This sector s share of revenues remained stable compared to the previous year. SinnerSchrader s revenues from customers in the Media & Entertainment sector were up by 0.3 million in the year of the report compared to the year before and the share of revenues from this segment rose by 1 percentage point to 4 %. Revenues from companies in the Transport & Tourism sector fell by 0.5 million in the 2008/2009 financial year, while this sector s share of SinnerSchrader s net revenues declined by 5 percentage points to 15 %. This was caused by the loss of a large customer who has pursued an insourcing strategy since the summer of Net revenues from customers who do not fit into any of SinnerSchrader s five key sectors were up by 0.4 million compared to the previous year and their share of revenues amounted to 3 % in the year covered by the report. SinnerSchrader s circle of customers grew through the acquisition of new customers and expansion of the Group s service portfolio, but the share of revenues accounted for by the top 10 customers changed very little compared to the previous year. In relation to net revenues, the share amounted to a good 84 % in the 2008/2009 financial year, which is 2 percentage

12 12 Joint Status Report of SinnerSchrader AG points less than the year before. In relation to gross revenues, the share was 88 %, which is 1 percentage point lower than the previous year. As in the previous year, SinnerSchrader achieved net revenues of over 2 million each with three customers and revenues of over 1 million each were achieved with three other customers. 9 % of the net revenues were achieved with customers with whom SinnerSchrader was not yet achieving revenues in previous years, not taking into account the new customers acquired in the course of business expansion. The new customer rate therefore rose by 5 percentage points compared to the previous financial year. 4.2 Operating Result Despite the welcome increase in revenues considering the economic situation, SinnerSchrader s operating result in the 2008/2009 financial year, measured in terms of the earnings before interest, taxes, and amortisation from acquisitions (EBITA), the Group's key performance indicator, fell by 0.9 million compared to 2007/2008 to reach 1.4 million. The only reason for this decline is that SinnerSchrader decided to invest in the expansion of its portfolio in the 2008/2009 financial year. Transaction costs and initial losses burdened the operating result by 1.0 million. The development of revenues by quarters clearly shows the effects of the financial and economic crisis triggered in September While SinnerSchrader earned net revenues of 5.6 million in the first quarter and thus achieved growth rates of 37 % (including the consolidation effect from spot-media) compared to the same quarter in the year before and 8 % compared to the preceding quarter, the net revenues in the second quarter fell by 14 % to 4.8 million. This quarterly decline was much greater than what would normally be expected over the course of SinnerSchrader s financial year due to the Christmas holiday and end of the year. SinnerSchrader believes this was a result of customer insecurity in light of the extreme deteriora-tion of the economic outlook and the uncertainty regarding the effect on private consumers. Thanks solely to the consolidation effect from spot-media, earnings in the second quarter surpassed those of the previous year by 8 %. In the third quarter, this development turned around again. The net revenues recovered somewhat from the second quarter and reached 5.2 million. This trend continued in the fourth quarter with an increase to nearly 5.4 million. The considerable improvement in the economic outlook in the summer of 2009 led to a noticeable revival of demand. Despite the tapering off of the consolidation effect from spot-media in February 2009, revenues in the two quarters were 8 % and 4 % higher, respectively, than in the previous year. Around 0.4 million of this went to the establishment of the e-commerce outsourcing business and the start of the first customer project in this field. The nature of this business, which involves revenue-based compensation for the service provider, means that customer projects will usually incur initial losses in the first phase lasting one to two years and the breakeven point will not be reached until revenues develop accordingly. A mutual commitment over several years usually five or more is therefore an essential component of the contractual relationship between the customer and SinnerSchrader for customer projects in the field of e-commerce outsourcing. Another 0.6 million went to the expansion of the Interactive Media segment to include the business of the newtention group. The burden was caused primarily by the operating losses incurred in the newtention group. These amounted to 0.4 million in the period between the first consolidation on 1 December 2008 and the date of the legal takeover on 29 May 2009 and are therefore allocated not to SinnerSchrader s shareholders, but rather to the sellers of newtention and they are reported as consolidated income to be allocated to external interests in the Statements of Operations. Without the burden from the expansion of its business portfolio, SinnerSchrader s operating result would have increased by 0.1 million, or around 6 %, from 2.3 million in the 2007/2008 financial year to 2.4

13 Joint Status Report of SinnerSchrader AG 13 million in the year covered by the report. The relative increase in the operating result before expansion costs is therefore lower than the growth of revenues, which is also expressed in a slight decrease in the operating margin in relation to net revenues. This fell by 0.9 percentage points from 12.6 % before expansion costs in the 2007/2008 financial year to 11.7 %. This is due mostly to the fact that the crisis-related revenue volatility could only partially be compensated for on the cost side and that marketing costs rose in relation to revenues. Including the expansion costs, the operative net revenue margin was 6.9 % and thus 5.7 percentage points below that of the previous year. Of this decrease, 0.6 percentage points can be attributed to a slight decline in the gross profit margin, 2.4 percentage points and 1.5 percentage points to an increase in marketing costs and in general and administrative costs and 1.3 percentage points to higher research and development costs. In contrast to this, there was a slight increase of 0.1 percentage points in other income and expenses. While the business expansion had a negligible effect on the gross profit and, consequently, the slight decline in the gross margin arose primarily from established business, about half of the increase in marketing costs and in general and administrative costs can be attributed to the expansion of the service portfolio. Marketing costs rose compared to the previous year by around 55 % to 1.9 million, while general and administrative costs increased by 26 % to 3.4 million. As is the case with revenues, the comparison with the previous year is influenced by the fact that the spot-media group contributed to the Group s figures for the entire year in 2008/2009 but only for seven months of the previous year. The significant increase in research and development costs to 0.3 million, which is around seven times higher than the previous year, is due solely to the acquisition of the newtention group. As a software provider, the newtention group continually invests in the further development of its software product. The costs of this development are mainly reported as research and development costs. In the breakdown of costs by cost types, costs developed as follows: Personnel costs rose by a total of 3.1 million to 13.4 million. 0.8 million of this increase was due to the new business segments set up in the 2008/2009 financial year. The remaining 2.3 million increase in the established business segments corresponds to a rise of nearly 23 %. In these segments, the average number of full-time employees grew by 51 employees and 28 %, respectively, to 230 in comparison to the previous year. The total average number of full-time employees in the 2008/2009 financial year was 244. The increase in SinnerSchrader s own capacity was countered by a reduction in external costs by around 12 % to 2.4 million. SinnerSchrader was able to reduce its number of freelancers as desired, though somewhat more slowly than planned. Amortisations not including the amortisation of intangible assets from the first consolidation procedures increased at a disproportionately low level of 3 %. Other operating expenses rose by 0.6 million or 24 %, with around one third of this increase arising in the newly established business segments. In the Interactive Marketing segment, an EBITA of 2.6 million was achieved in the 2008/2009 financial year. On account of set-up costs amounting to 0.6 million, the Interactive Media segment achieved an operating result of a good 0.1 million, with contributions to income in the amount of 0.4 million arising from the newtetion group from the period between December 2008 and May 2009 and to be allocated to the external shareholders. There was another contribution to income reported under Other in the amount of 1.1 million, of which 0.4 million was attributed to the establishment of the e-commerce outsourcing business. The EBITA for the entire year amounted to 0.6 million, 0.2 million, 0.4 million, and 0.7 million broken down by quarters. In evaluating the quarterly results, it is important to note that the advance payments for the expansion of the service portfolio, which had a significant impact on earnings, did not begin until the second quarter. Due to the final evaluation of the newtention acquisition at the end of the year,

14 14 Joint Status Report of SinnerSchrader AG the EBITAs for the second and third quarter of 2008/2009 deviate from the originally reported figures because the newtention group had to be consolidated for the months from December 2008 to May 2009 even though the results for this period were allocated entirely to the external shareholders. The dip in revenues in the second quarter as a result of the economic situation had a noticeable effect on the operating result in this reporting period. As in previous years, the fourth quarter once again had the strongest earnings even though advance payments of 0.3 million also arose in this quarter. 4.3 Consolidated Income Parallel to the development of the EBITA, the consolidated income also decreased from the previous year due to the costs for establishing new fields of business. The EBITA came to 0.9 million in the 2008/2009 financial year, around 0.7 million less than in 2007/2008. For the first time, however, SinnerSchrader reported a portion of consolidated income to be allocated to external interests in the Statements of Operations. These external shareholders had to bear a loss after taxes in the amount of 0.3 million, which, as explained in Section 4.2, arose from an operating loss of 0.4 million allocated to the external interests. It was necessary to report these external interests because when the newtention group was acquired, the transfer of control which led to full consolidation took place on 1 December 2008, six months before the legal and economic transfer at the end of May 2009, on account of the IFRS rules relating to the chosen transaction structure. The earnings to be allocated to SinnerSchrader s shareholders therefore amounted to 1.2 million, which is a decrease of just 0.4 million compared to the previous year s figure, which corresponded to the consolidated income. The consolidated income comprises the operating result (EBITA) as well as the amortisation of intangible assets from the first consolidation, the financial result, income from participations, and taxes on income. The amortisation of intangible assets from the first consolidation increased particularly on account of the steps SinnerSchrader took in the 2008/2009 financial year to expand its business. This cost item also rose due to the fact that the corresponding amortisation of the customer base activated in the course of the initial consolidation of spot-media AG applied to twelve months in the 2008/2009 financial year instead of seven months as in the year before. In total, the amortisation of intangible assets from the first consolidation amounted to 0.5 million in the year covered by the report, which is 0.4 more than in the previous year. The increase essentially arose from the activation of the software developed by newtention in the course of the initial consolidation of the newtention group, which led to an amortisation amount of nearly 0.3 million. For the first time, the amortisation of the customer relationship acquired by spot-media AG in the 2008/2009 financial year also applied. Of the total amortisation amount of 0.5 million, 0.2 million was allocated to the external interests. The financial result and income from participations in the Group s Statements of Operations for 2008/2009 amounted to 0.3 million, of which 0.1 million from the debt waiver of a silent partner in the newtention group in connection with the acquisition by SinnerSchrader in May 2009 was to be allocated to the external shareholders. In the previous year, the financial result and income from participations amounted to only around 0.1 million due to the amortisation of a participation starting in April This means that the Group s earnings from the investment of liquid funds in the year covered by the report declined by 0.2 million from 0.4 million in the previous year to 0.2 million. This decline arose primarily from the significant decrease in short-term

15 Joint Status Report of SinnerSchrader AG 15 interest rates as a result of the worldwide financial crisis which began in September The 1-month Euribor and 3-month Euribor listed over the entire previous year reached average values of 4.4 % and 4.7 %, respectively, while the comparable figures for the 2008/2009 financial year were 2.1 % and 2.5 %, respectively. This collapse in interest rates at the short end of the interest curve led to a moderate increase in the duration of the investment portfolio through investments in fixed-interest securities with a remaining term of up two years. The decline in investment earnings can also be attributed to the fact that the average liquidity available for investment decreased by 1.7 million from the previous year to 7.6 million on account of the investments made over the course of the year. The income tax liability of 0.3 million in the 2008/2009 financial year was 0.4 million lower than in the previous year. This was primarily an effect of the significantly lower pre-tax profit in the year of the report. This decrease was also due in part to the fact that the effective tax rate fell by around 6 percentage points from 31 % to 25 %, which was mainly a result of what is, in accordance with IFRS rules, a permanent difference in the treatment of an amortisation in connection with the acquisition of the newtention group. When the newtention group was purchased, considerable tax loss carry-forwards were taken over, which, according to the Citizens Relief Act passed in the summer in contrast to the legal situation in force when the transaction was concluded, have probably not been lost with the majority takeover by SinnerSchrader. In light of the uncertainties remaining regarding the applicability of the new legal regulations to the newtention acquisition, no positive tax effects were activated as of 31 August With nearly 11.3 million outstanding shares, a decrease of 0.2 million compared to the year before on account of the share buy-backs, SinnerSchrader achieved earnings of 0.11 per share for its shareholders in the 2008/2009 financial year. In 2007/2008, SinnerSchrader achieved 0.14 per share. 4.4 Cash Flows The change in the liquid funds and cash equivalents reported in the 2008/2009 Statements of Cash Flows is 5.9 million. This includes a reallocation of financial investments in the amount of 4.7 million to investment instruments that could no longer be assigned to liquid funds and cash equivalents because of their remaining term and structure. Adjusted by this reallocation into marketable securities, for which there was no comparable procedure in the previous year, the liquid funds in the year of the report fell by 1.1 million. In the previous year, SinnerSchrader had used cash in the amount of 1.4 million. Once again, SinnerSchrader generated funds of over 2 million from operating business, but, with cash flows from operating activities of 2.3 million, failed to meet the previous year s value by a good 0.4 million. This fall is also a consequence of the establishment of new fields of business. This development of the net current assets and the accrued expenses results in a positive contribution to cash flows from operating activities of 0.7 million, mainly caused by the establishment of tax reserves. The outflows of funds to pay the dividend in December 2008 of just under 1.4 million, for buying back treasury stock in the amount of 0.4 million, and for investments in the replacement or organic expansion of property and equipment and in intangible assets in the amount of 0.4 million were financed from the operating cash flows. In the 2008/2009 financial year, SinnerSchrader used funds in the amount of 1.2 million for investments in inorganic business expansion. Of this, 0.8 million was accounted for by the acquisition of the newtention group and 0.3 million by the payment of the first of four earn-out instalments for the acquisition of the spot-media group, which was completed in the 2007/2008 financial year. Another 0.1 million, which is part of the cash flow for the acquisition of intangible assets and property and equipment, was paid as the first of three instalments for the acquisition of a customer relationship in the 2008/2009 financial year.

16 16 Joint Status Report of SinnerSchrader AG 4.5 Asset and Financial Situation As in the previous year, the development of the asset and financial situation in the 2008/2009 financial year was characterised by the expansion of business, which was largely financed by using part of the liquidity reserve. Business expansion primarily took effect in the growth of the other intangible assets by 1.3 million to 1.7 million and a rise in the goodwill by 0.5 million to 3.1 million as of 31 August The largest share of this, at 1.1 million, is the addition of the software created and marketed by the newtention group itself, which was identified and evaluated within the context of the purchase price allocation. At the time of the first consolidation, 1 December 2008, the software was activated at 1.4 million. The usage period was identified as four years, so that depreciations on the software acquired of just under 0.3 million were recorded with an effect on the expenses in the proportionate financial year. On the liabilities side, it was mainly the tax reserves and the other current liabilities that increased markedly by 0.8 million and just under 0.3 million, respectively. Among other things, the current liabilities include the purchase price payments due within a year from the acquisition activities in the amount of 0.5 million. As of 31 August 2009, the shareholders equity fell by 0.4 million to a value of 12.5 million. The dividend payment in December 2008 and the buy-backs of treasury stock continuously undertaken during the financial year until the end of June 2009 reduced the shareholders equity by a total of 1.7 million, which could not be completely compensated for by the net income attributed to the SinnerSchrader shareholders of 1.2 million. The shareholders equity rate therefore fell correspondingly in comparison to the value on 31 August 2008 by a good 3 percentage points to 62 %. 4.6 Employees Another major addition was the customer relationship acquired by spot-media AG on 1 January At the time of acquisition, it was included in the books with a value of 0.4 million and an expected usage period of four years. Its value on the balance sheet date was 0.3 million. The rise in the balance sheet item for goodwill was undertaken in the amount of a good 0.3 million due to the acquisition of the newtention group and in the amount of 0.2 million thanks to a rise in the expected earn-out payment from the spot-media acquisition. The expansion of business is countered by a reduction in liquid funds and marketable securities by a total of 1.1 million. Given the pleasingly stable accounts receivable and unbilled services in spite of the growth in revenues and slightly falling values in the other balance sheet items, overall there was a moderate rise in the balance sheet total of 0.4 million to 20.3 million. In the 2008/2009 financial year, there were an average of 244 full-time employees in the SinnerSchrader Group. This was 65 full-time employees or 36 % more than in the previous financial year. Of this rise, an increase of 22 full-time employees is due to the fact that the spot-media group contributed to the consolidated figures for the full twelve months of the financial year for the first time in the 2008/2009 financial year instead of only seven months as in the previous year. On average over the year, another 14 employees joined the company because of the newly established or acquired business segments. The personnel capacity in the existing business segments expanded by 29 full-time employees or a good 14 % in the 2008/2009 financial year. In the 2008/2009 financial year, the Interactive Marketing segment had an average of 201 full-time employees, the Media segment had 17, the Interactive Commerce segment had 2, and the Holding had 24 full-time employees. At the end of the financial year, a total of 279 people were employed in the SinnerSchrader Group, 17 of whom were apprentices, 28 were students, and 2 interns. 84 employees worked in consultancy and media planning, 33 in creation, 124 in technology, and 38 in administrative functions.

17 Joint Status Report of SinnerSchrader AG 17 5 Development and Situation of SinnerSchrader AG SinnerSchrader AG is the managing holding company of the SinnerSchrader Group. Its business activities mainly comprise developing and implementing the Group strategy, expanding the business portfolio through acquisitions, among other things, guiding and controlling the operating Group companies and financing them, administering and controlling Group liquidity, managing the German tax integration, providing and administering the infrastructures jointly used by the Group companies, in particular the office space, centrally providing administrative services, and performing central Group tasks, such as investor relations work. There is a profit and loss transfer agreement between SinnerSchrader AG and the German subsidiaries SinnerSchrader Deutschland GmbH and spot-media AG. This means that the profits and losses from the operating business of these two companies are also reflected in the individual results of the AG for the relevant year of the report, in each case as income from transfers of profits or as expenditure from transfers of losses. With respect to the provision of infrastructure and the central provision of administrative services, SinnerSchrader AG is in a direct business relationship to different extents with its subsidiaries; it charges for the services rendered and earns its own revenues from this. In the 2008/2009 financial year, the revenues were 3.1 million and thus matched the value of the previous year. The expansion of the business portfolio has not yet had a major impact on the total services invoiced by the AG. However, the AG incurred higher operating costs in the 2008/2009 financial year than in the previous year because of the preparations for the expansion of business. The number of full-time employees in the AG on average over the year was 5 full-time employees higher than in the previous year, meaning that the personnel costs of 1.7 million were a good 0.2 million higher. The other operating expenses and the expenditure for purchased services rose by 0.1 million each to 1.9 million and 0.2 million, respectively. In view of the low investments for replacements and expansions in the central infrastructure, depreciations fell slightly. Furthermore, an agreement with the landlord of the office space in Hamburg rented by SinnerSchrader AG made a positive contribution of 0.1 million to the profit development in the 2008/2009 financial year; as a result of this, the accrued expenses formed for cuts in rent could be dissolved. Income from the profit and loss transfer agreement was well above that of the previous year because a profit and loss transfer was conducted for spot-media AG for the first time in the year of the report. In total, the AG received an amount of 2.9 million from profit and loss transfers, in comparison to 2.6 million in the previous year. Taking into account that the depreciation of a minority participation in the amount of 0.25 million in the previous year was not countered by a similar burden in the 2008/2009 financial year, the contribution to profits from the subsidiaries and participations rose by around 0.6 million, which more than balanced out the higher operating expenses due to the expansion of business. In the 2008/2009 financial year, much lower income was earned than in the previous year from investing the liquid funds that the AG administers and invests centrally for the SinnerSchrader Group. The income was 0.2 million and was earned from other interest and similar income and as other operating income where it was realised from the sale of securities. In 2007/2008, this amount was just under 0.4 million. In addition to lower average available funds, the marked fall in interest in short-term investments resulted in a fall in income opportunities. In view of the financial crisis, investment was also aimed at

18 18 Joint Status Report of SinnerSchrader AG reducing liquidity and contractor risks, which also impaired the earnings potential. As in the previous years, the interest expenditure listed in the Statements of Operations is largely associated with liquidity control within the Group. SinnerSchrader AG still has no interest-bearing liabilities outside the Group. On balance, there was an annual pre-tax income of 2.1 million for 2008/2009, which was around 0.1 million higher than the previous year. After deduction of the income taxes to be assessed in the full extent for the first time the former loss carry-forwards previously in place in the AG had already been used up in the previous year an annual net income of 1.4 million remained for the financial year. In 2007/2008, the annual net income was 1.6 million. The annual net income in the year of the report was higher than the earnings attributed to the Sinner- Schrader shareholders in the Consolidated Financial Statements mainly because the losses of the new business units not yet covering costs were not included in the AG. Together with the profit brought forward from the previous year of 0.3 million, the accumulated income of the 2008/2009 financial year amounts to 1.7 million. As at the Group level, the development of the AG s asset and financial situation was characterised by the further expansion of the business portfolio. On the assets side, the value of the shares in associated companies rose by 0.9 million to 20.4 million. 0.7 million of this amount is accounted for by the expansion of the business portfolio to include the newtention group and next commerce GmbH. The remaining 0.2 million concerns the increase in the estimate for the total volume of the earn-out components from the acquisition of spot-media AG in February In comparison to the balance sheet date of the previous year, as of 31 August 2009 the receivables from affiliated companies rose markedly by 1.3 million to 2.3 million. This is largely due to the fact that there was a profit and loss transfer agreement with spot-media AG for the first time as of 31 August The rises in assets are countered by the fall in the liquid funds and securities (without treasury stock) held by the AG by 1.8 million to 7.2 million. 0.3 million of this was used to buy treasury stock. As of 31 August 2009, there were 270,656 shares of treasury stock with procurement costs of 0.4 million on the books. The total value of assets rose by 0.6 million to 31.0 million in the 2008/2009 financial year. On the liabilities side, only the tax reserves rose markedly by 0.8 million. Since the loss carryforwards in the tax integration conducted by Sinner- Schrader AG had been used up in the previous year, the effective tax burden on the AG rose to a normal level and, with it, the tax reserves. The AG treasury stock rose only slightly by 0.1 million and was 28.2 million as of 31 August The positive effect from the annual net income earned is largely compensated for by the dividend payment of 0.12 per share paid in December The shareholders equity rate therefore fell slightly by just under 2 percentage points, but at 91 % was still above the 90 % level.