Contents PRESENTATION OF RENTABILIWEB S BUSINESS. PRESENTATION OF THe CONSOLIDATED EARNINGS STATUTORY AUDITORS REPORT

Transcription

1 Interim financial statement 213

2 PRESENTATION OF RENTABILIWEB S BUSINESS 3 Background and business activities Development strategy for the segments Rentabiliweb s organisational structure PRESENTATION OF THe CONSOLIDATED EARNINGS 17 Foreword definitions Half-yearly activity report Summarized consolidated financial statements Contents STATUTORY AUDITORS REPORT DECLARATION OF THE BOARD OF DIRECTORS 39 41

3 présentation de l activité de rentabiliweb Presentation of Rentabiliweb s business

4 Presentation of Rentabiliweb s business Background and business activities In 22, Jean Baptiste-Descroix Vernier created Rentabiliweb, a company that has made its mark on the European Internet landscape by introducing a new economic model: monetisation of audiences and content on the Internet. In 1 years, the group has become one of the finest successes of the French-language Web with more than 25 employees, a turnover in the area of 1 million, depending on the year, an international presence and a double stock market listing in both France and Belgium. The Group has two main business segments: and. This enables it to first of all offer its customers (e-merchants, Internet, radio, TV, magazine and mobile-phone operators) a onestop shop of solutions for generating revenue from their online audiences and content, while also monetising its own audiences (Web-based and mobile-phone based entertainment sites). Rentabiliweb is active in a very strongly growing market, with sales over the Internet representing 45 billion in 212, a 24% increase relative to 211. The strategy of the Rentabiliweb group revolves around two axes : Le as a one stop shop in response to the profitability stakes of e-commerce, namely traffic acquisition, building customer loyalty and the optimisation of the transformation tunnel. This service can include everything from consulting a site through to paying for a purchase. As such, this segment is structured around three complementary activities: payment; direct marketing and e-reputation; telecoms. Le as a generator of free cash flows and as a lever for competences surrounding e-commerce issues. Rentabiliweb is a publisher with one of the largest French-speaking audiences in the following domains: astrology; dating; community sites (casual gaming, entertainment, services for persons..., etc.). The consolidated turnover to June 3, 213 of the segment stands at 14 million, while that of the segment is equal to 19 million. The revenue breakdown, as a percentage of total sales, is the following : 4 Interim financial statement 213 RENTABILIWEB GROUP

5 Presentation of Rentabiliweb s business Development strategy for the Segments Supplier of monetisation solutions () The Group s strategy involves offering innovative monetisation solutions adapted to the needs of its clients. As such, the development of the segment is primarily based on the group s ability to improve audience profitability through three complementary, converging and synergy-creating offers. Payment Collection using bank cards Rentabiliweb Europe is the subsidiary of the first pure Internet player approved as a payment institution by the Banque de France and the Autorité de Contrôle Prudentiel (France s supervisory authority for the banking industry) in January 211. The Group is thus authorised to provide payment services pursuant to Article L314-1 II of the French monetary and financial code and notably categories 3 and 5, namely the performance of transfers (SEPA Direct Debit), direct debits (SEPA Credit Transfers) including standing orders, the issuing of payment instruments and the acquisition of payment orders via bank cards. Interim financial statement 213 RENTABILIWEB GROUP 5

6 Presentation of Rentabiliweb s business Be2bill s partners Rentabiliweb Europe is approved in France but also abroad. The company holds a European passport and, accordingly, is able to operate in Germany, England, Spain, Romania, Luxembourg, Belgium and Italy. The group can offer online collection solutions for French retailers wishing to develop abroad, as well as for foreign retailers in France and within their own domestic markets. In June 211, with the backing of the BPCE Group (Banque Populaire Caisse d Epargne), which is itself the main member, Rentabiliweb became an affiliate member of the Cartes Bancaires consortium, of VISA International and MasterCard. This status allows it to market retailer acceptance contracts, in addition to the technical payment service, and to access the national Stet CORE interbank clearing system as an affiliate member, as well as all of the European clearinghouses (STET 2). These authorisations and partnerships now enable Rentabiliweb to market Be2bill ( be2bill.com/), its innovative and optimised Web and store-based card payment solution, to French and European e-merchants. Amongst other things, this solution covers: payments over the Internet, payment over mobile phones and tablets, physical payments, multi-channel convergence, international currency payments and alternative payments. Be2bill s unique positioning, in that it includes the offer as a Technical Service Provider (PSP) and as an Acquiring Institution (set-up of remote sales contracts), provides for enhanced management of transaction data in order to optimise the transformation, combat fraud, reduce abandoned payments, and also for loyalty-building. This new approach to the e-commerce value chain enables e-merchants to maximise revenue while reducing the risk and lowering the cost of online payments. The Be2bill platform provides e-merchants with many functionalities, such as: Be2bill s customer references re-introduction of marketing into the payment step. Indeed, payment pages are customised and optimised with A/B tests, customers are re-targeted in case of an abandoned payment by means of re-targeting tools, etc.; the set-up of intelligent payments that allow for the management of subscriptions, one-click payment, payment by instalments, payment in foreign currencies, etc.; real-time performance monitoring; appropriate online fraud management; interbank representation of the retailer for arrears and security rules (example: authorisation ceilings); monitoring tools, such as financial reconciliation; consolidation and monitoring of flows in multi-channel architectures (convergence, banking machines, point of sale payment, online payment). This activity s key events in the 1st half of 213 are the following: obtaining of the VISA Merchant Agent licence (first acquiring institution to do so); obtaining of the highest security level for banking transactions via the PCI DSS Service Provider level 1 certificate. Rentabiliweb is now protecting its customers from all liability involving the processing of bank data, while guaranteeing to reduce their risk of fraud and financial incidents; the signing of a partnership with Evoke for the kick-off of a click & collect solution with integrated payment; 6 Interim financial statement 213 RENTABILIWEB GROUP

7 Presentation of Rentabiliweb s business the signing of a partnership with Jaina Capital: Be2bill is now the payment operator for the national and international services of the investment fund s sites; signing of many customers, including some of the biggest names in e-commerce. Since its launch, Be2bill has seen strong commercial dynamism and exponential growth; each day, in fact, all of its customers are entrusting constantly growing flows to the solution. In just over a year, Be2bill has signed contracts with more than 2 e-commerce customers of all types. The customer references include: Winamax (online Poker leader), Aquarelle (leading online florist), Made.com, Pecheur.com (Oxylane / Décathlon group site), Kenzo (Groupe LVMH) as well as MODZ.fr, Directoptic.fr, etc. Micro-payment The Rentabiliweb group offers the largest platform of micro-payment solutions. This service allows webmasters and e-merchants to be compensated on low value transactions. Indeed, the usage of traditional payment instruments is not suitable for monetising the access to services over the Internet and mobiles, such as certain games, articles, videos, etc. Rentabiliweb is active in this market while offering all currently available payment means (Audiotel and surcharged SMS, Internet+ box, Internet+ mobile, prepaid card, bank card, etc.), and some are exclusive to Rentabiliweb. This offer is available in France, the French overseas departments and territories, and over 4 countries. Micro-payment products Rentabiliweb recently integrated Internet subscription + Mobile (MPME). This innovative payment solution by portable phone allows a web surfer to pay for a transaction via the invoice from his French mobile operator. It aligns perfectly with the expansion of m-commerce in France and abroad, thanks to the rapid growth in the use of smartphones and tablets. Rentabiliweb also offers its Offerpass solution, the leading French sponsored payment platform on Facebook. This alternative and innovative solution allows an advertiser (whose objective is to promote its brand or product) to sponsor the virtual asset desired by the web surfer, by means of an action on its site or via a Facebook application. There is a genuine benefit for the web surfer since in exchange, for example, for signing up for a newsletter, filling in a form or a request for documentation, he receives a free code offered by the advertiser in order to access the desired virtual item. Rentabiliweb also provides e-retailers and webmasters with the possibility of creating their own virtual currency (credits). These credits are fully configurable and perfectly aligned with the current trends in the online gaming market. They therefore serve to improve the transformation tunnel with a reduced number of payment steps, while integrating perfectly into payment pages Interim financial statement 213 RENTABILIWEB GROUP 7

8 Presentation of Rentabiliweb s business Direct marketing and e-reputation Direct marketing and loyalty programmes Rentabiliweb Marketing references Rentabiliweb Marketing has recognised expertise in the deployment of digital marketing solutions. As such, more than 15 partners, such as La Redoute, Pixmania, Mister Good Deal, Spartoo, Zalando, etc., are using these powerful and coordinated digital marketing solutions. They are used to acquire and retain customers, to promote their products and services and to develop their renown. The many solutions offered by Rentabiliweb include the following: The collection of qualified contacts (leads) and loyalty-building Rentabiliweb Marketing offers tools for collecting targeted leads over all acquisition channels. These tools make it possible to generate more than 3, leads per month and up to 3, leads per campaign, with a controlled budget and qualified prospects. Moreover, Rentabiliweb Marketing offers to help its customers to integrate new automated processes for managing customer relations, such as retention retargeting, web callbacks and the loyalty-building of points of sale via mobile phones. The development of sales and optimisation of visibility The Rentabiliweb Marketing teams work with their customers and, together with them, prepare powerful and high-performance strategies in order to stimulate their sales throughout 8 Interim financial statement 213 RENTABILIWEB GROUP

9 Presentation of Rentabiliweb s business the year. We currently have more than 12 partner retailers. Also, visibility is optimised by means of contributing quality traffic by using ing solutions, highlighting programmes and the efficiency of Real-Time Bidding or RTB (bidding in order to obtain advertising spaces) so as to reach additional targets. Monetisation This offer makes it possible to benefit from tailor-made solutions for monetising the audience of e-merchant sites and generating incremental earnings using the databases of opt-in partners, display spaces and the monetisation of confirmation pages. E-Reputation In April 213, Rentabiliweb began working with Image sept ( on the launch of REPU7ATION. This joint venture (51% Rentabiliweb, 49% Image Sept) is the meeting point of a digital expert and an institutional communications expert. As such, REPU7ATION is working with a key account clientele of directors and personalities in order to protect, manage and monitor their online image, with an extremely broad range of services. Decentralised and conversational information, exposed directors, increasing number of contacts, bad buzz, data leak, etc. Digital technology and the new information possibilities, just like consumption, are changing the established order and giving ever greater importance to questions of e-reputation. The correct management of these stakes requires a high degree of technical expertise and an equally cutting-edge sensitivity relative to corporate communications. As such, REPU7ATION offers its expertise in the following domains: Strategy and digital communication consulting, digital presence creation and development, legal strategy consulting, training (challenges & tools), strategic referencing (SEO), e-marketing (traffic generation, creation and management of fan databases), public relations with online opinion leaders, digital press relations, real-time intelligence and alarms, online advocacy, community management, crisis management, stress tests and simulations, cyber security (corporate services / assistance for personalities). An integrated and overall offer that is allowing the Rentabiliweb group to position itself within the quickly growing e-reputation market. Interim financial statement 213 RENTABILIWEB GROUP 9

10 Presentation of Rentabiliweb s business Telecom services Rentabiliweb Interactive specialises in the creation of innovative telecom services intended for professionals, in order to monetise their online and off-line audiences. It also offers the services of a telecom operator, thereby serving as a one-stop shop for its customers. Its customers include major accounts and media, such as: Brinks, Cofidis, Miele, Virgin Mobile, Présence Verte, Cegelec Secure, Brandalley, Randstad, Rent-a-car, Rueducommerce, Europe1, RFM, Première, Pu-blic, Gulli, MCM, GIE des Radios Indépendantes, Virgin Radio, IDF1, Version Femina, Libération, IONIS, etc. Rentabiliweb provides its customers with the following services: Media interactivity solutions: with more than 1 years of experience and excellence in monetising the audiences of its partners on the Internet and mobile telephones, Rentabiliweb provides professionals with innovative and tailor-made solutions for large-scale communications with their customers, in order to retain and increase the profitability of their audiences. One of the first companies to take advantage of this new service platform: the Lagardère Group and notably its subsidiary Europe 1. Rentabiliweb Interactive offers a complete range of telecom solutions, with everything from SMS+ (routing, contests ) to SVA (surcharged numbers). Masterpush: Masterpush is a new platform and industrial solution for sending SMS that combines web/mobile convergence, premium service quality and ultra-competitive rates. To optimise customer relations and the promotion of services and products, this solution makes it possible to integrate the transformation power of the SMS channel with direct marketing and CRM operations. From an online interface, an easy to integrate or on-demand application, namely Masterpush, offers several services that range from push SMS to delivery notifications, and including various loyalty-building actions. 1 Interim financial statement 213 RENTABILIWEB GROUP

11 Presentation of Rentabiliweb s business Facilities management: In 213, Rentabiliweb Interactive is launching its facilities management offer for companies pursuing compliance with quality, security and availability standards for their infrastructures within a datacentre. The facilities management offer takes in the entire services brick, everything from the hosting capacity to the facilities management of systems and services, as well as infrastructure hosting. The services associated with the facilities management offer include: the proactive management of incidents, auditing the platform in search of security faults, optimisation of operating systems and performance extension of application services. The 1 years of facilities management experience of the entire Rentabiliweb group allow Rentabiliweb Interactive to stand out with its user-centric approach, while providing a response to all issues related to the current and future infrastructure. Additional services: Rentabiliweb makes the most of its status as a telecom operator and of its technical experience in order to provide professionals with two additional services: Corporate telephony: Rentabiliweb Interactive is a telecom operator registered with the ARCEP (licence L33-1) and it has interconnections with first-rate operators. The corporate telephony offer is based on professional and tailor-made solutions specific to the needs of each customer, while also reducing its costs. This telephone over IP solution relies on a quality optical network infrastructure. Single contact, turnkey solution and expertise covering the various consulting points (installation, configuration and support), the delivered service is designed in order to be as simple as possible for the customer. Machine to Machine (M2M): Rentabiliweb Interactive has a M2M offer that will allow machines, hardware or objects to exchange data with other machines, persons or information systems, in real-time and remotely. Extensively used in hospitals, remote surveillance, personal assistance, transportation, car parks and elevators, M2M has become an essential part of customer relations, while posting sustained growth. The M2M market is estimated at billions of machines and hundreds of billions of objects that could communicate. In 24, the number of M2M modules worldwide was 92 million units, all network technologies taken together. By the end of 213, it is expected that there will be nearly 2 billion machines and 1 billion communicating objects, primarily RFID tags and sensors integrated into domestic or industrial machines. Interim financial statement 213 RENTABILIWEB GROUP 11

12 Presentation of Rentabiliweb s business Publisher of a broad portfolio of digital entertainment content () Rentabiliweb has developed a publishing division dedicated to overall entertainment. From simply being a monetiser of online audiences, the Group has evolved into an audience creator, with a bouquet of services that covers all consumer entertainment needs, including casual gaming, dating, personal services, well-being, women s interest content, live entertainment, humour and astrology. Cumulatively across the network of all of its own sites, the Group s overall audience is estimated at more than 5 million visits per month, thereby providing Rentabiliweb with one of the world s largest French-speaking audiences. One of the model s main strength is that it covers all of the publication topics that build loyalty and bring together a massive audience within a network of sites, revolving around general public entertainment. Proficiency with monetisation tools such as the management of subscriptions and add-ons, the ability to enhance the Group s databases and to optimise the acquisition cost help to ensure the success of the content produced by the Rentabiliweb Group. Furthermore, in line with current trends in new technologies, the Group is still developing products compatible with all browsers and sites able to handle all types of traffic, including any traffic generated by mobile phones and tablets. In 213, the Rentabiliweb Group continued its strategy focusing on the profitability of its segment, firstly by reorganising and structuring its teams, and secondly by intensifying the marketing levers in order to generate more subscriptions. Astrology Rentabiliweb provides web surfers with astrology services via its site To provide its users with optimal usage comfort, the site s design has been improved. The historical products have also been fine-tuned in order to ensure the activity s continuation. Moreover, new services are available to web surfers in order to provide them with an improved customer experience. Dating The Rentabiliweb dating offer targets various communities, with sites such as: Rentabiliweb is constantly improving its products in order to provide a better customer experience, as well as improved design and ergonomics. 12 Interim financial statement 213 RENTABILIWEB GROUP

13 Presentation of Rentabiliweb s business The Group has thus built up a portfolio of very popular websites, such as: Community sites Rentabiliweb brings together many web surfers from within various communities: Casual games, with the site Toox.com that represents one of the oldest communities of casual gaming players in France. With more than 15 solo or multi-player games such as belote, tarot, dominoes and even majhong, the site is visited by several thousand players each day. The first half of 213 was marked by a complete overhaul of the site (design and operation), and by the kick-off of the first Web and tablet compatible HTML5 games. The possibility of playing on a tablet and the organisation of tournaments will be the key functionalities in 213. This year, Toox is becoming even more social with the integration of Facebook Connect and the implementation of partnerships with Facebook applications such as MagicBuddy, Domino Online as well as Yam s Blitz. Rentabiliweb also manages the free online game portal jeu.org. Since its total overhaul in late 212, the portal has continued to improve thanks to the completed referencing work and the synergies generated with Toox.com. Websites for women with Clicbienetre.com, a 1% targeted program for women. Interim financial statement 213 RENTABILIWEB GROUP 13

14 Presentation of Rentabiliweb s business Rentabiliweb s organisational structure Listed on the Euronext Paris Alternext bourse in December 26 and on the Euronext Brussels Alternext bourse in January 29 after the set-up of a single order book, Rentabiliweb carried out a market change and, since 15 February 21, has been listed in compartment C of the Paris and Brussels Euronext. The shares are eligible for Innovation Investment Mutual Funds (French acronym: FCPI), as it obtained the Innovative Company label in April 29. At the present time, the shares are continuously listed in compartment C of the Euronext Brussels and Euronext Paris bourses under the symbol BIL and the ISIN code BE , under the single order book system. Moreover, after a decision from the NYSE Euronext Index Scientific Committee on 2 September 211, Rentabiliweb has been included in the CAC Small, CAC Mid & Small, CAC All-tradable and CAC All-Share indices since Monday, 19 September 211.Added to its memberships in the Belgian indices BEL Soft. & C.S., BEL Technology, BEL Small Index and BEL Small NR, this measure is giving fresh momentum to Rentabiliweb s stock market performance, with the aim of enhancing the share s visibility amongst investors. The Rentabiliweb shareholders include the founders, notably Chairman Jean-Baptiste Descroix-Vernier both directly and through his investment holding company St Georges Finance, Financière Lov (investment holding company of Stéphane Courbit), the company Le Peigné SA and the PPR Group. The Rentabiliweb Board of Directors includes personalities from the media and entertainment sector, such as Gilles Lioret, Eric Licoys and Jean-Marie Messier, as well as from the telecom sector, such as Franck Esser. The Group s executive directors are Mr. Jean-Baptiste Descroix-Vernier, Mr. Thibaut Faurès Fustel de Coulanges, Vice President, and Mrs. Corinne Chatal, Human Resources Director. On June 3, 213, the Rentabiliweb group has 2 subsidiaries, and more than 25 employees in France, Belgium, Romania, Siberia and Bulgaria. Rentabiliweb Group SA is the parent company and controls all of these subsidiaries, either directly or indirectly. 14 Interim financial statement 213 RENTABILIWEB GROUP

15 Presentation of Rentabiliweb s business Group organisational chart on June 3, 213 Interim financial statement 213 RENTABILIWEB GROUP 15

16 16 Interim financial statement 213 RENTABILIWEB GROUP

17 présentation de l activité de rentabiliweb Presentation of the consolidated earnings

18 Presentation of the consolidated earnings Foreword definitions Definition of the gross margin The gross cash flow corresponds with the revenue, less the operating expenses that are directly related to its realisation, such as remittances to partners. Definition of the current operating profit and operating profit The operating profit includes all of the proceeds and expenses directly related to group activities, whether these proceeds and expenses are recurring or result from isolated and atypical decisions or operations. Non-current operating proceeds and expenses, that include any unusual, abnormal or infrequent elements, can disturb the tracking of the group s performance. Accordingly, for the tracking of the operational performances, the group uses the current operating profit as its management balance, i.e. the difference between the operating profit, the other non-current operating proceeds and expenses, the cost of warrants or shares distributed to the personnel, and the possible goodwill amortisation expenses. Half-yearly activity report Consolidated profit and loss statement INCOME STATEMENT (en milliers d euros) Notes June 3, 213 June 3, 212 Change Consolidated revenue ,3% Gross margin As a % of revenues ,6% ,7% -8,4% -,1 point Other operating incomes 7 3 n/a Recurring operating expenses (11 185) (11 798) -5,2% Payroll expenses (6 39) (4 968) +21,6% Depreciations and amortizations (799) (687) +16,3% Recurring operating income As a % of revenues ,6% ,6% -55,4% -6, points Other non-recurring operating income and expenses 9 (3) (844) -99,6% Valuation of stock options and granted shares (474) (261) +81,7% Operating income As a % of revenues ,2% ,5% -54,9% -4,3 points Financial costs, net (6) (3) +98,7% Corporate income tax 1 (239) (713) -66,5% Consolidated net income As a % of revenues ,3% ,5% -53,4% -3,2 points 18 Interim financial statement 213 RENTABILIWEB GROUP

19 Presentation of the consolidated earnings Comments on the consolidated profit and loss statement On June 3, 213, the group s consolidated turnover was equal to million, a decline of 8.3% relative to the first half of 212. The distribution of the sales between the different activity segments is the following: consolidation revenue June 3, 213 June 3, 212 Change ,4% ,4% ,3% The 8.3% decline must be considered opposite the sequential analysis that shows a favourable 13.2% evolution of the turnover between H1 213 and H The Gross cash flow is stable relative to the first half of 212, and is equal to 59.6% during the first half of 213. The operating expenses decreased slightly over this period, and are equal to 11.2 million versus 11.8 million the previous year. Personnel expenses increased by 21% between H1 212 and H1 213, notably as a result of the hiring in the segment in order to develop the payment solution. The amortisation expenses are equal to.8 million for the first half of 213, versus.7 million for the first half of 212. This slight increase is a direct consequence of the investments carried out in the payment solution in fiscal 212. As such, the current operating profit is equal to 1.9 million on June 3, 213, versus 4.2 million at the same period last year. Finally, the net profit stands at 1.1 million on June 3, 213, versus 2.6 million at the same period last year. Analysis of the operational performances segment June 3, 213 June 3, 212 Change Consolidated revenue ,4% Gross margin As a % of revenues ,3% ,3% +32,3% +8, points Other operating incomes 68 3 n/a Recurring operating expenses (3 798) (3 395) +11,9% Payroll expenses (3 488) (2 332) +49,6% Depreciations and amortizations (463) (413) +12,1% Recurring operating income As a % of revenues (868) -6,2% (988) -7,7% +12,1% +1,6 point Interim financial statement 213 RENTABILIWEB GROUP 19

20 Presentation of the consolidated earnings In 212, the Rentabiliweb Group structured its segment that includes the payment solution, direct marketing, e-reputation and telecom activities. The combination of these activities, a vector for commercial and operational synergies, is already being seen in the numbers. As such, the turnover increased from 12.8 million in H1 212 to 14.1 million in H1 213, an improvement of 1.4%. A sequential analysis indicates a 6% increase between the second half of 212 in the first half of 213, with this background upward trend being confirmed by a 9% increase of the turnover between the first and second quarters of 213. Moreover, to June 3, 213, this segment s gross cash flow increased by 8 points relative to the first half of 212. This improvement is also seen in the EBIT, since its positive contribution increased by 12% between H1 212 and H Sequentially, the EBIT improved by more than 1.5 million between the second half of 212 and the first half of 213. segment June 3, 213 June 3, 212 Change Consolidated revenue ,4% Gross margin As a % of revenues ,9% ,2% -21,1% -2,3 points Other operating incomes 1 n/a Recurring operating expenses (6 848) (7 379) -7,2% Payroll expenses (1 399) (1 736) -19,4% Depreciations and amortizations (147) (126) +16,7% Recurring operating income As a % of revenues ,1% ,9% -36,4% -6,8 points After a low point in late 212, the segment is once again growing in 213. While the turnover dropped from 2.5 million to 19.2 million between H2 213 and H1 213, a 6% decrease, the second quarter of 213 saw growth of 17% relative to the first quarter. To maintain this segment s long-term profitability, the group continued its marketing investments in the first half of 213. The EBIT was equal to 4.6 million in H1 213 versus 7.3 million in H1 212, but a sequential analysis nevertheless brings to light a 23% increase between H2 212 and H Interim financial statement 213 RENTABILIWEB GROUP

21 Presentation of the consolidated earnings company division June 3, 213 June 3, 212 Change Consolidated revenue n/a Gross margin As a % of revenues n/a n/a n/a n/a Other operating incomes 2 n/a Recurring operating expenses (539) (1 24) -47,3% Payroll expenses (1 152) (91) +27,9% Depreciations and amortizations (189) (148) +28,1% Recurring operating income As a % of revenues (1 878) n/a (2 72) n/a +9,4% n/a The Company segment includes firstly the Rentabiliweb Group head office teams and, secondly, the shared services that provide services on behalf of the operational divisions. This includes all cross-functional services such as finance, human resources, legal services and part of the technical services. The control and rationalisation of certain expense items made it possible for the group to rein in its level of operating expenses (47.3% decline relative to the first half of 212) and to acquire new key competences. To June 3, 213, the holding company segment s contribution to the Rentabiliweb current operating profit was a net expense of 1.9 million versus 2.1 million in 212. This downward trend was confirmed between H2 212 and H1 213, with savings of.5 billion, i.e. -24%, and it should continue in the second half of 213. Balance sheet situation Despite the continuous investments in and the continuing development of the activities, the Rentabiliweb group ended this six-month period with a cash surplus of 8. million, an increase since the 212 annual closing. Moreover, the group has a solid financial structure with consolidated equity, on June 3, 213, of 69.4 million, still without any recourse to financial indebtedness. Interim financial statement 213 RENTABILIWEB GROUP 21

22 Presentation of the consolidated earnings Summarized consolidated financial statements Consolidated profit and loss statement income statement Consolidated revenue Gross margin As a % of revenues Notes June 3, ,6% June 3, ,7% Other operating incomes 7 3 Recurring operating expenses (11 185) (11 798) Payroll expenses (6 39) (4 968) Depreciations and amortizations (799) (687) Recurring operating income As a % of revenues ,6% ,6% Other non-recurring operating income and expenses 9 (3) (844) Valuation of stock options and granted shares (474) (261) Operating income As a % of revenues ,2% ,5% Financial costs, net (6) (3) Corporate income tax 1 (239) (713) Consolidated net income As a % of revenues ,3% ,5% Consolidated net income - Group share Consolidated net income - Minority interests 1 68 (3) Earnings per share Diluted earnings per share,6,6,13,12 CONSOLIDATED OVERALL EARNINGS REPORT June 3, 213 June 3, 212 Consolidated net Income Variation of the revaluation surplus on tangible and intangible fixed assets Actuarial gains and losses on defined benefits plans Profits and losses resulting from the conversion of the financial statements of an activity abroad Profits and losses relative to the revaluation of financial assets available for sale Efficients share of the profits and losses on hedge instruments Proportionate share of the other elements of the associated companies and joint ventures accounted for using the equity method Taxes Proceeds and expenses directly recognised in the shareholders equity Overall earnings of the fiscal year Overall earnings - Group share Overall earnings - minority interests 1 98 (1) (1) (21) (21) Interim financial statement 213 RENTABILIWEB GROUP

23 Presentation of the consolidated earnings Consolidated financial situation report ASSETS Notes June 3, 213 December 31, 212 June 3, 212 Goodwill Intangible assets Property, plant and equipment Other financial assets Deferred tax assets Non-current assets Trade and other receivables Current tax assets Cash and cash equivalents Current assets TOTAL ASSETS EQUITY AND LIABILITIES Notes June 3, 213 December 31, 212 December 31, 212 Share capital Group reserves Group currency translation differences (1) (46) (21) Group profit Treasury shares 6 (2 47) (1 589) (932) Instruments settled in the Company s shares Non-controlling interests 35 1 Equity Non-current provisions Financial liabilities Deferred tax liabilities Non-current liabilities Current provisions Financial liabilities (2) 5 Trade and other payables Current tax liabilities Current liabilities TOTAL EQUITY AND LIABILITIES Interim financial statement 213 RENTABILIWEB GROUP 23

24 Presentation of the consolidated earnings Consolidated cash flow table Consolidated statement of cash flows June 3, 213 June 3, 212 Net earnings from integrated companies Elim. of the amortizations and provisions Elim. of the variation of deferred taxes (667) (271) Elim. of disposal capital gains or losses Other proceeds and expenses having no incidence on the cash (26) (297) Incidence of the change in working capital requirements 519 (941) Net acquisitions of fixed assets (934) (455) Net cash from operating activities * * Before financial investments, capital operations and financing operations A Financial acquisitions and price supplement payments 154 (378) Variation of the financial assets (1) Impact of changes in scope of consolidation 5 (22) Capital increase 94 Dividends paid (3 559) Treasury shares transactions (458) (33) Repayment of loans and other debts 4 Net cash from investment and financing operations B (294) (4 195) Change of the cash and cash equivalents A+B 224 (3 18) Net cash and cash equivalents at beginning of the period Net cash and cash equivalents at end of the period Impact of exchange rate variations (35) 33 Net increase (decrease) in cash and cash equivalents 224 (3 18) At June 3, 213, the group s cash position was 7,995,. The group s free cash flow stands at 518,, while the cash coming from operational activities is equal to 1,451, on June 3, 213. Cash flow from operating activities corresponds to gross cash flow minus the change in working capital requirements. We also note that the WCR variation had a positive impact on the cash position, for 519,. The group s working capital requirement is structurally positive and totalled 2.9 million at December 31, Interim financial statement 213 RENTABILIWEB GROUP

25 Presentation of the consolidated earnings Change in consolidated equity Capital Premiums Group Reserves Currency translation Net profit for the year Revaluation differences Treasury Instruments settled in the Company s shares Equity attribuable in the Company s shares Non-controlling interests Equity As at December 31, (56) (63) Capital increase Appropriation of the earnings (1 575) Dividends paid (3 59) (3 59) (3 59) Earnings for the period (1) Exchange variation Changes in Group structure Other variations (884) (987) 1 76 (795) () (795) As at December 31, (46) (1 589) Capital increase Appropriation of the earnings (1 114) Dividends paid Earnings for the period Exchange variation Changes in Group structure 5 5 Other variations (385) (458) 474 (369) (369) As at june 3, (1) 1 68 (2 47) Interim financial statement 213 RENTABILIWEB GROUP 25

26 Presentation of the consolidated earnings Notes to the summarized consolidated financial statements The Rentabiliweb Group company, the Group s parent company, is a public limited company (SA) under Belgian law, with its head office in Brussels, Belgium. The Company is listed with the Banque carrefour des Entreprises de Bruxelles under the number The Company is listed in compartment C of the Euronext Brussels and Paris under the ISIN code BE and trading symbol BIL. The consolidated financial statements are drawn up for the year ended December 31, 212, the balance sheet date for the Company s accounts. The interim information provided at December 31, 213 corresponds to a 6-month period. The financial statements of all companies included in the Group s scope of consolidation are prepared by adopting uniform accounting and measurement methods. Figures for the previous year are determined by applying the same accounting methods, unless otherwise indicated. The Board of Directors signed off on the Group s financial statements in its meeting of 29 July 213. In compliance with the IAS 1 standard, the financial statements include a report on the financial situation, a report on changes to the shareholders equity, a table of cash flows prepared in compliance with the IAS 7 standard, and notes containing a summary of the main accounting rules and methods, and other explanatory notes. Accounting principles, policies and methods The consolidated financial statements for the year ended June 3, 213 include the parent company and its subsidiaries (together referred to as the Group ) and, where applicable, the Group s share in joint ventures or affiliates. The interim financial statements have been prepared using the accounting principles and methods applied by the Group for the financial statements for fiscal 212. The notes do not contain all of the information required for the complete annual financial statements, and must be read together with the consolidated financial statements for fiscal 212. Conformity declaration The group s interim consolidated financial statements have been prepared in compliance with the instructions defined by the international standard IAS 34 (International Accounting Standards) as adopted within the European Union at the time of the preparation of its financial statements. The Group has not opted for early application of any standards, amendments or interpretations in the process of being adopted by the European Union or not subject to mandatory application. The Group does not expect these standards, amendments or interpretations to have a material impact on the consolidated financial statements to June 3, 213. Key events Changes to the activity perimeter On 15 March 213, the Rentabiliweb group and the company Image 7 created the joint venture Repu7ation. Repu7ation is 51% owned by Rentabiliweb and 49% by Image Interim financial statement 213 RENTABILIWEB GROUP

27 Presentation of the consolidated earnings Operating segments The presented segment-specific financial information has been prepared on the basis of the internal management data provided to the group s Management Committee, the main operational decision-maker. In accordance with IFRS 8, the Rentabiliweb Group distinguishes three operating segments: the Business-to-Business () segment corresponds to services offered to business clients and web publishing partners. It notably includes the payment and micro-payment activities, direct marketing and e-reputation, as well as telecoms; the Business-to-Consumer () segment reflects the Group s addition of Publishing activities, particularly through its offer of a comprehensive portfolio of digital entertainment content, encompassing games, dating, practical solutions for everyday problems, information, fortune-telling, etc. The Company segment includes firstly the Rentabiliweb Group head office teams and, secondly, the shared services that provide services on behalf of the operational divisions. In 211, this segment was included in the and segments. To provide for better visibility relative to the earnings of these segments, the Group decided to isolate the holding company segment. The distribution of the information by geographical zone is provided on the basis of the country in which the entity s head office is located. Disclosures in tables relating to segment information are presented in accordance with the same accounting principles as those used for the Group s consolidated financial statements. Moreover, 1% of the published revenue originates with our external customers, with no consolidated revenue resulting from inter-segment transactions. Indeed, the group management team uses these data in order to analyse and steer the operational performances and to make strategic decisions. BE FR RO BG LU CAN SIB June 3, 213 Consolidated revenue Gross margin Other operating incomes Recurring operating expenses (29) (3 713) (56) (3 798) (6 848) (539) (11 185) Payroll expenses (3 423) (65) (3 488) (1 399) (1 152) (6 39) Depreciations and amortizations (462) (1) (463) (147) (189) (799) Recurring operating income 98 (1 48) 83 (868) (1 878) Other non-recurring operating income and expenses 11 (14) (3) Valuation of stock options and granted shares (273) (273) (11) (91) (474) Operating income 98 (1 322) 83 (1 141) 4 52 (1 982) Financial costs, net (5) (24) (28) (14) (18) (6) Corporate income tax (31) (729) (2) (239) Consolidated net income 66 (786) 6 (661) (2 19) 1 98 Interim financial statement 213 RENTABILIWEB GROUP 27

28 Presentation of the consolidated earnings BE FR RO BG LU CAN SIB June 3, 212 Consolidated revenue Gross margin Other operating incomes Recurring operating expenses (3 327) (68) (3 395) (7 379) (1 24) (11 798) Payroll expenses (2 296) (35) (2 332) (1 736) (91) (4 968) Depreciations and amortizations (46) (7) (413) (126) (148) (687) Recurring operating income (1 58) 7 (988) (2 72) 4 22 Other non-recurring operating income and expenses 5 5 (1 344) (844) Valuation of stock options and granted shares (171) (19) (19) (71) (261) Operating income (729) 51 (678) (2 72) 3 98 Financial costs, net (45) (3) Corporate income tax (1 14) (713) Consolidated net income (413) 52 (361) (2 72) BE FR RO BG LU CAN SIB June 3, 213 Non-current assets Current assets TOTAL ASSETS Non-current liabilities Current liabilities TOTAL LIABILITIES BE FR RO BG LU CAN SIB June 3, 212 Non-current assets Current assets TOTAL ASSETS Non-current liabilities Current liabilities TOTAL LIABILITIES Interim financial statement 213 RENTABILIWEB GROUP

29 Presentation of the consolidated earnings BE FR RO BG LU CAN B toc SIB June 3, 213 Consolidated revenue Gross margin Other operating incomes Recurring operating expenses (4 491) (2 84) (273) (6 848) (3 798) (539) (11 185) Payroll expenses (654) (628) (116) (1 399) (3 488) (1 152) (6 39) Depreciations and amortizations (3) (142) (2) (147) (463) (189) (799) Recurring operating income 5 26 (1 726) (868) (1 878) Other non-recurring operating income and expenses (14) (3) Valuation of stock options and granted shares (11) (11) (273) (91) (474) Operating income 5 18 (1 726) (1 141) (1 982) Financial costs, net (1) (2) (2) (14) (28) (18) (6) Corporate income tax (21) (46) (113) (729) 59 (2) (239) Consolidated net income (2 133) (661) (2 19) 1 98 BE FR RO BG LU CAN SIB June 3, 212 Consolidated revenue () Gross margin () Other operating incomes Recurring operating expenses (5 12) (2 3) (5) (62) (7 379) (3 395) (1 24) (11 798) Payroll expenses (586) (886) (122) (142) (1 736) (2 332) (91) (4 968) Depreciations and amortizations (89) (35) (2) (126) (413) (148) (687) Recurring operating income (1 128) (128) (988) (2 72) 4 22 Other non-recurring operating income and expenses (1 344) (1 344) 5 (844) Valuation of stock options and granted shares (21) (35) (7) (7) (71) (19) (261) Operating income (1 163) (135) (678) (2 72) 3 98 Financial costs, net (34) (11) () (1) (45) 15 (3) Corporate income tax (474) (54) (1 14) 31 (713) Consolidated net income (1 714) (135) (361) (2 72) Interim financial statement 213 RENTABILIWEB GROUP 29

30 Presentation of the consolidated earnings BE FR RO BG LU CAN SIB June 3, 213 Non-current assets (3 75) (134) Current assets TOTAL ASSETS (132) Non-current liabilities Current liabilities (4) TOTAL LIABILITIES (4) BE FR RO BG LU CAN SIB June 3, 212 Non-current assets (3 717) (8) Current assets TOTAL ASSETS Non-current liabilities Current liabilities TOTAL LIABILITIES BE FR RO BG LU CAN SIB June 3, 213 Consolidated revenue Gross margin Other operating incomes Recurring operating expenses (36) (226) (7) (539) (3 798) (6 848) (11 185) Payroll expenses (29) (886) (57) (1 152) (3 488) (1 399) (6 39) Depreciations and amortizations () (189) (189) (463) (147) (799) Recurring operating income (515) (1 299) (64) (1 878) (868) Other non-recurring operating income and expenses (14) (14) 11 (3) Valuation of stock options and granted shares (91) (91) (273) (11) (474) Operating income (619) (1 299) (64) (1 982) (1 141) Financial costs, net (18) (18) (28) (14) (6) Corporate income tax (2) (2) 59 (729) (239) Consolidated net income (637) (1 318) (64) (2 19) (661) Interim financial statement 213 RENTABILIWEB GROUP

31 Presentation of the consolidated earnings BE FR RO BG LU CAN SIB June 3, 212 Consolidated revenue () Gross margin () Other operating incomes Recurring operating expenses (485) (513) (1) (24) (1 24) (3 395) (7 379) (11 798) Payroll expenses (199) (536) (166) (91) (2 332) (1 736) (4 968) Depreciations and amortizations (26) (12) (2) (148) (413) (126) (687) Recurring operating income (71) (1 168) (3) (191) (2 72) (988) Other non-recurring operating income and expenses 5 (1 344) (844) Valuation of stock options and granted shares (19) (71) (261) Operating income (71) (1 168) (3) (191) (2 72) (678) Financial costs, net 15 (45) (3) Corporate income tax 31 (1 14) (713) Consolidated net income (71) (1 168) (3) (191) (2 72) (361) BE FR RO BG LU CAN SIB June 3, 213 Non-current assets Current assets 1 1 (142) TOTAL ASSETS (16) Non-current liabilities Current liabilities TOTAL LIABILITIES BE FR RO BG LU CAN SIB June 3, 212 Non-current assets Current assets TOTAL ASSETS Non-current liabilities Current liabilities TOTAL LIABILITIES Interim financial statement 213 RENTABILIWEB GROUP 31

32 Presentation of the consolidated earnings Note 1 - Intangible assets The gross value of intangible assets and of depreciation and amortisation expenses recognised for these assets changed as follows during the year: Concessions, patents, etc. Business goodwill Other In progress Gross values at December 31, Acquisition(s) Disposal(s) Currency translation differences Changes in consolidation scope Other changes 114 (114) Gross values at June 3, Deprec., amort. and prov. at December 31, Allowances Reversals Currency translation differences Changes in consolidation scope Other changes Deprec., amort. and prov. at June 3, Net values at June 3, The Group s intangible assets mainly consist of platforms, copyrights and brands. The amount for on-going acquisitions corresponds with licences and software programs for the payment solution. 32 Interim financial statement 213 RENTABILIWEB GROUP

33 Presentation of the consolidated earnings Note 2 - Property, plant and equipment The gross value of property, plant and equipment and of depreciation expenses recognised for these assets changed as follows during the year: Land Buildings Technical Other In installations progress Gross values at December 31, Acquisition(s) Disposal(s) Currency translation differences Changes in consolidation scope Other changes Gross values at June 3, Deprec., amort. and prov. at December 31, Allowances Reversals Currency translation differences Changes in consolidation scope Other changes Deprec., amort. and prov. at June 3, Net values at June 3, Property, plant and equipment mainly consist of computer hardware, furniture and office fittings. Interim financial statement 213 RENTABILIWEB GROUP 33

34 Presentation of the consolidated earnings Note 3 - Customers and other debtors The book value of the trade receivables and other creditors is explained in detail below: Gross values Impairment expense Net values at June 3, 213 Net values at December 31, 213 Net values at June 3, 212 Advances and prepayments to suppliers Trade receivables (226) Other receivables (449) Deferred expenses Trade and other receivables (675) All receivables are subject to ongoing analysis for recovery risk and the appropriate measures are taken, where necessary. Notwithstanding the current economic environment, the group considers that it is not exposed either to a material credit risk or to a marked economic dependence on any single client. The fair value of trade and other payables is considered as identical to their net carrying amount. Note 4 - Cash and cash equivalents The cash and marketable securities consist of the following: Gross values Impairment expense Net values at June 3, 213 Net values at December 31, 213 Net values at June 3, 212 Investment securities Cash Cash and cash equivalents The marketable securities consist of short-term investments and no-risk remunerated term accounts. Note 5 - Share capital Number of shares at December 31, 212 Shares as consideration for contributions Shares issued (cash basis) Number of shares at June 3, 212 Shares RENTABILIWEB GROUP had a share capital of 23,395,67. On June 3, 213, the share capital consists of 17,862,95 shares representing one / seventeen million eight hundred sixty-two thousand nine hundred and fifth of the share capital (1/17,862,95 th ). 34 Interim financial statement 213 RENTABILIWEB GROUP

35 Presentation of the consolidated earnings Note 6 - Treasury shares The shares corresponding with the buyback programs for Rentabiliweb shares, authorised by the General Meeting of the shareholders, are deducted from the consolidated shareholders equity. These treasury shares consist of Rentabiliweb shares owned by the Rentabiliweb Group company. On June 3, 213, the company held 399,199 treasury shares acquired at an average cost of 5.13, of which 15,281 were acquired during the first half of 213. Moreover, on June 3, 213, the group held 94,161 shares acquired as part of the liquidity contract. On June 3, 213, the Rentabiliweb group therefore had treasury stock of 492,39 shares, representing 2.8% of the total number of issued shares. Note 7 - Dividends The Ordinary general meeting of the shareholders on 16 May 213, voting on the financial statements closed on December , decided that no dividend would be paid. Note 8 - Trade and other payables The carrying amounts of trade and other payables are set out below: Gross values Impairment expense Net values at June 3, 213 Net values at December 31, 213 Net values at June 3, 212 Advances and prepayments from clients Trade payables Tax and social security payables Liabilities related to non-current assets Other liabilities Deferred income Trade and other payables Note 9 - Other non-current operational earnings and charges Other non-recurring operating expenses Other non-recurring operating income June 3, 213 (14) 11 June 3, 212 (1 344) 5 Other non-recurring operating income and expenses (3) (844) Interim financial statement 213 RENTABILIWEB GROUP 35

36 Presentation of the consolidated earnings Note 1 - Income tax expense Breakdown of income tax expense The tax expense for the year ended June 3, 213 may be broken down as follows: June 3, 213 June 3, 212 Current corporate income tax Deferred taxes Corporate income tax (96) 667 (239) (984) 271 (713) Tax reconciliation The total tax expense recognised in the profit and loss statement is reconciled as follows with the theoretical tax expense for 213 and 212: Consolidated net profit before tax Applicable theoretical tax rate Theoretical tax expense Differences in tax rates for foreign entities Permanent differences Unused tax losses Tax credits and other tax deductions Recognised tax expense Effective tax rate Net values at June 3, ,99% (444) 27 (24) 175 (239) 18,32% Net values at June 3, ,99% (1 43) 29 (241) 362 (713) 23,23% The group posted a tax expense of 239, in 213, versus 713, on June 3, 212. This expense is mitigated by the effect of deferred tax assets generated over the period, equal to 935,. The considerable amount of the deferred tax assets generated during the fiscal year is primarily due to the losses carried forward created in 212 through the company Rentabiliweb Europe, in the amount of 2,54,, resulting in deferred tax assets of 857,. The group s effective tax rate is therefore 18.32% in the first half of 213, versus 23.23% in the first half of Interim financial statement 213 RENTABILIWEB GROUP

37 Presentation of the consolidated earnings Note 11 - Earnings per share Net earnings per share are calculated by dividing net profit attributable to Rentabiliweb shareholders by the weighted average number of shares outstanding in the period, with the exception of shares purchased by the Group as treasury shares. Diluted earnings per share are calculated by adjusting the weighted average number of shares outstanding to reflect the conversion of all potential dilutive shares. Potentially dilutive shares are share options or warrants. Where such options or warrants are dilutive at the balance sheet date, a calculation is carried out to determine the number of shares that could have been purchased at fair value based on the monetary value of subscription rights attached to outstanding options. The number of shares thus calculated is compared with the number of shares that would have been issued if the options had been exercised. June 3, 213 June 3, 212 Net profit attributable to owners of the parent Weighted average number of shares outstanding Earnings per share (in euros) , ,13 Net profit attributable to owners of the parent Weighted average number of shares outstanding Adjustments related to share subscription options Weighted average number of ordinary shares outstanding Diluted earnings per share (in euros) , ,12 Related parties Relationships between the parent company and subsidiaries Rentabiliweb Group is the financial holding company for the Group. The holding company defines the Group s strategies for business development, sales and marketing. It establishes processes for the Group s priorities in the area of communications, particularly in relation to financial disclosures. It also supervises the preparation of individual financial statements by subsidiaries as well as the preparation of the Group s consolidated financial statements. Related parties In accordance with IAS 24, transactions between group companies (intercompany transactions) have been eliminated on consolidation. Consequently, they are not covered in this note. The transactions with related parties, for the purposes of the IAS 24 standard, are explained in detail below, relative to the main operations with companies with which the Chairman of the Board of Directors of the Rentabiliweb Group is a member of the Board of Directors. Interim financial statement 213 RENTABILIWEB GROUP 37

38 Presentation of the consolidated earnings Related companies Nature of the relationship Nature of the relationship Type of transaction for the Group Amount of transactions (excl. VAT) In progress at end of period (carrying amount) ST-GEORGES FINANCE client / supplier RENTABILIWEB GROUP expenses (c) 12 ST-GEORGES FINANCE Administrator RENTABILIWEB GROUP expenses (c) 1 (a) (b) (c) (d) (e) (f) (g) (h) (i) purchases or sales of goods (finished or not); purchases or sales of property; services delivered or received; lease agreements; research and development transfers; transfers under licence agreements; transfers under financing agreements (including loans and capital injections in cash and in kind); provision of guarantees or collateral; payments of liabilities on behalf of the entity or by the entity on behalf of another party. Commitments, contingent assets and liabilities Off balance sheet commitments The Rentabiliweb group has no significant off-balance sheet commitments. Contingent assets and liabilities At the end of the closed period, the Group was not aware of any contingent assets or liabilities as defined in IAS 37 to which reference should be made in the consolidated financial statements. Disputes To the company s knowledge, there are no disputes liable to have a material impact on the Group s business, results or financial position. Post balance sheet events Up to the closing date of the accounts by the Board of Directors, i.e. 29 July 213, no significant event had occurred. Moreover, to June 3, 213, the Rentabiliweb group has identified no risks or uncertainties that would have a material influence on the remaining months of the fiscal year. 38 Interim financial statement 213 RENTABILIWEB GROUP

39 présentation de l activité de rentabiliweb présentation de l activité de rentabiliweb 39 Statutory auditors report

40 Statutory auditors report 4 Interim financial statement 213 RENTABILIWEB GROUP

41 Statutory auditors report Interim financial statement 213 RENTABILIWEB GROUP 41

42 42 Interim financial statement 213 RENTABILIWEB GROUP

43 présentation de l activité de rentabiliweb présentation de l activité de rentabiliweb 43 Declaration of the Board of Directors