|
Germany
(State or other jurisdiction of incorporation or organization) |
| |
7389
(Primary Standard Industrial Classification Code Number) |
| |
Not Applicable
(I.R.S. Employer Identification Number) |
|
|
Scott Golenbock
Brett Nadritch Milbank, Tweed, Hadley & McCloy LLP 28 Liberty St., Fl. 47 New York, NY (212) 530-5000 |
| |
Jeronimo Folgueira
Herbert Sablotny Spark Networks SE Kohlfurter Straße 41/43 Berlin 10999 Germany (+49) 30 868 000 102 |
| |
Robert O’Hare
Spark Networks, Inc. 11150 Santa Monica Blvd. Suite 600 Los Angeles, CA 90025 (310) 893-0550 |
| |
Murray Indick
John Rafferty Morrison & Foerster LLP 425 Market St. San Francisco, CA 94105 (415) 268-7000 |
|
| | ||||||||||||||||||||||||
Title of Each Class of Securities to be Registered
(1)
|
| |
Amount of
Securities to be Registered (2) |
| |
Proposed
Maximum Offering Price Per Share |
| |
Proposed
Maximum Aggregate Offering Amount (3) |
| |
Amount of
Registration Fee (4)(5) |
| ||||||||||||
Ordinary shares, no-par value, of Spark Networks SE
|
| | | | 347,517 | | | | | | N/A | | | | | U.S.$ | 31,425,918 | | | | | U.S.$ | 3,642.26 | | |
|
|
|
| |
|
|
|
|
| |
|
|
|
Spark Networks SE
c/o Affinitas GmbH Kohlfurter Straße 41/43 Berlin 10999 Germany Attn: Herbert Sablotny Tel: (+49) 30 868 000 102 |
| |
Affinitas GmbH
Kohlfurter Straße 41/43 Berlin 10999 Germany Attn: Herbert Sablotny Tel: (+49) 30 868 000 102 |
| |
Spark Networks, Inc.
11150 Santa Monica Blvd., Suite 600 Los Angeles, California Attn: Robert O’Hare Tel: (310) 893-0550 |
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| | | | F-1 | | | |
| | | | F-1 | | | |
| | | | F-1 | | | |
| | | | F-2 | | | |
| | | | A-1 | | | |
| | | | B-1 | | | |
| | | | C-1 | | | |
| | | | D-1 | | | |
| | | | E-1 | | | |
| | | | F-1 | | | |
| | | | II-1 | | | |
| | | | II-1 | | | |
| | | | II-5 | | | |
| | | | II-6 | | |
| | | |
For registered holders:
(Shares are registered in your name with Spark’s transfer agent, Computershare, Inc.) |
| |
For beneficial holders:
(Shares are held in a brokerage account or on your behalf by a bank or other holder of record) |
|
|
Electronically via the Internet:
|
| | www.proxyvote.com* | | | www.proxyvote.com** | |
|
By telephone:
|
| | 1-800-690-6903* | | | 1-800-690-6903** | |
|
By mail:
|
| | Use the enclosed proxy card | | | Use the voting instruction form provided by your broker | |
|
Voting deadline:
|
| | 11:59 p.m. Eastern Time, on , 2017 | | | Refer to the directions received from your broker | |
(in € thousands, except share and per share amounts)
|
| |
From March 29
(date of inception) to June 30, 2017 |
| |||
Statement of Operations Data: | | | |||||
Revenue | | | |
|
—
|
| |
General and admin expenses
|
| | | | 10 | | |
Operating loss
|
| | | | (10 ) | | |
Loss before tax for the period
|
| | | | (10 ) | | |
Income Tax
|
| | | | — | | |
Total comprehensive loss for the period
|
| | | | (10 ) | | |
Loss per share (basic/diluted)
|
| | | | (0.08 ) | | |
Weighted average number of shares outstanding, basic and diluted
|
| | | | 120,000 | | |
|
(in € thousands)
|
| |
As of March 29,
2017 |
| |
As of June 30,
2017 |
| ||||||
Consolidated Balance Sheet data: | | | | ||||||||||
Cash and cash equivalents
|
| | | | — | | | | | | 120 | | |
Total assets
|
| | | | — | | | | | | 120 | | |
Current liabilities
|
| | | | — | | | | | | 10 | | |
Equity | | | | | — | | | | | | 110 | | |
| | |
Year ended December 31,
|
| |||||||||
(in € thousands, except per share amounts)
|
| |
2016
|
| |
2015
|
| ||||||
Consolidated Statement of Operations Data: | | | | ||||||||||
Revenue | | | | | 73,491 | | | | | | 60,442 | | |
Cost of revenue
|
| | | | (51,202 ) | | | | | | (44,630 ) | | |
Gross profit
|
| | | | 22,289 | | | | | | 15,812 | | |
Other income
|
| | | | 126 | | | | | | 309 | | |
Other operating expenses
|
| | | | (19,742 ) | | | | | | (15,193 ) | | |
Sales and marketing expenses
|
| | | | (3,919 ) | | | | | | (3,036 ) | | |
Customer service expenses
|
| | | | (2,791 ) | | | | | | (2,357 ) | | |
Technical operations and development expenses
|
| | | | (3,305 ) | | | | | | (3,849 ) | | |
General and administrative expenses
|
| | | | (9,727 ) | | | | | | (5,951 ) | | |
Operating profit
|
| | | | 2,673 | | | | | | 928 | | |
Interest income and similar income
|
| | | | 157 | | | | | | 30 | | |
Interest expense and similar charges
|
| | | | (425 ) | | | | | | (103 ) | | |
Net finance expenses
|
| | | | (268 ) | | | | | | (73 ) | | |
Income before taxes
|
| | | | 2,405 | | | | | | 855 | | |
Income taxes
|
| | | | (1,082 ) | | | | | | (445 ) | | |
Profit from continuing operations
|
| | | | 1,323 | | | | | | 410 | | |
Loss from discontinued operations, net of tax
|
| | | | (632 ) | | | | | | (959 ) | | |
Profit/(loss) for the period
|
| | | | 691 | | | | | | (549 ) | | |
Other comprehensive income
|
| | | | — | | | | | | — | | |
Total comprehensive income/(loss) for the period
|
| | | | 691 | | | | | | (549 ) | | |
Basic and diluted earnings/(loss) per share
|
| | | | 27.64 | | | | | | (21.96 ) | | |
Basic and diluted earnings per share – continuing operations
|
| | | | 52.92 | | | | | | 16.40 | | |
|
| | |
Year ended December 31,
|
| |||||||||
(in € thousands)
|
| |
2016
|
| |
2015
|
| ||||||
Other financial information and Adjusted EBITDA: | | | | ||||||||||
Total comprehensive income/(loss) for the year
|
| | | | 691 | | | | | | (549 ) | | |
Discontinued operations
|
| | | | 632 | | | | | | 959 | | |
Net finance expenses
|
| | | | 268 | | | | | | 73 | | |
Income taxes
|
| | | | 1,082 | | | | | | 445 | | |
Depreciation
|
| | | | 251 | | | | | | 102 | | |
Amortization
|
| | | | 1,027 | | | | | | 38 | | |
Share-based compensation
|
| | | | 991 | | | | | | 600 | | |
Financing, acquisition and severance costs
(1)
|
| | | | 927 | | | | | | 16 | | |
Adjusted EBITDA
|
| | | | 5,869 | | | | | | 1,684 | | |
|
| | |
As of December 31,
|
| |||||||||
(in € thousands)
|
| |
2016
|
| |
2015
|
| ||||||
Consolidated Balance Sheet data: | | | | ||||||||||
Cash and cash equivalents
|
| | | | 8,064 | | | | | | 2,987 | | |
Total assets
|
| | | | 37,268 | | | | | | 23,065 | | |
Non-current liabilities
|
| | | | 33,161 | | | | | | 26,494 | | |
Current liabilities
|
| | | | 28,830 | | | | | | 22,976 | | |
Total shareholder’s equity
|
| | | | (24,723 ) | | | | | | (26,405 ) | | |
| | |
Six Months Ended June 30,
|
| |
Year Ended December 31,
|
| ||||||||||||||||||
(in thousands, except per share amounts)
|
| |
2017
|
| |
2016
|
| |
2016
|
| |
2015
|
| ||||||||||||
Consolidated Statement of Operations Data: | | | | | | ||||||||||||||||||||
Revenue
|
| | | $ | 13,904 | | | | | $ | 18,957 | | | | | $ | 35,091 | | | | | $ | 48,135 | | |
Net (loss)
|
| | | | (4,644 ) | | | | | | (3,079 ) | | | | | | (6,890 ) | | | | | | (1,437 ) | | |
Net (loss) per share – basic and diluted
|
| | | $ | (0.14 ) | | | | | $ | (0.12 ) | | | | | $ | (0.24 ) | | | | | $ | (0.06 ) | | |
| | |
June 30,
2017 |
| |
December 31,
|
| ||||||||||||
(in thousands, except per share amounts)
|
| |
2016
|
| |
2015
|
| ||||||||||||
Consolidated Balance Sheet Data: | | | | | |||||||||||||||
Total assets
|
| | | $ | 27,453 | | | | | $ | 31,817 | | | | | $ | 33,076 | | |
(in € thousands, except per share amounts)
|
| |
New Spark Pro Forma
|
| |||
|
Year ended
December 31, 2016 |
| |||||
Unaudited Combined Condensed Pro Forma Statement of Operations Data: | | | |||||
Revenue | | | | | 109,613 | | |
Cost of revenue
|
| | | | (65,523 ) | | |
Gross profit
|
| | | | 44,090 | | |
Other income
|
| | | | 141 | | |
Other operating expenses
|
| | | | (50,379 ) | | |
Sales and marketing expenses
|
| | | | (10,852 ) | | |
Customer service expenses
|
| | | | (5,514 ) | | |
Technical operations and development expenses
|
| | | | (11,043 ) | | |
General and administrative expenses
|
| | | | (22,970 ) | | |
Operating loss
|
| | | | (6,148 ) | | |
Interest income and similar income
|
| | | | 172 | | |
Interest expense and similar charges
|
| | | | (846 ) | | |
Net finance expenses
|
| | | | (673 ) | | |
Loss before taxes
|
| | | | (6,821 ) | | |
Income taxes
|
| | | | 526 | | |
Loss for the year
|
| | | | (6,295 ) | | |
Other comprehensive loss
|
| | | | (23 ) | | |
Total comprehensive loss for the year
|
| | | | (6,318 ) | | |
Basic and diluted loss per share
|
| | | | (4.87 ) | | |
|
(in € thousands)
|
| |
Year ended
December 31, 2016 |
| |||
Selected information and Adjusted EBITDA: | | | |||||
Pro Forma loss for the year
|
| | | | (6,295 ) | | |
Net finance expenses
|
| | | | 673 | | |
Income taxes
|
| | | | (526 ) | | |
Depreciation
|
| | | | 1,873 | | |
Amortization
|
| | | | 3,271 | | |
Impairment of intangible and long-lived assets
|
| | | | 4,182 | | |
Share-based compensation
|
| | | | 1,878 | | |
Financing, acquisition and severance costs
(1)
|
| | | | 1,880 | | |
Pro Forma Adjusted EBITDA
|
| | | | 6,936 | | |
|
(in € thousands)
|
| |
New Spark Pro Forma
|
| |||
|
As of
December 31, 2016 |
| |||||
Unaudited Combined Condensed Pro Forma Balance Sheet data: | | | |||||
Cash and cash equivalents
|
| | | | 13,259 | | |
Total assets
|
| | | | 75,323 | | |
Borrowings
|
| | | | 5,855 | | |
Total liabilities
|
| | | | 45,596 | | |
Total shareholder’s equity
|
| | | | 29,727 | | |
| | |
At and for the year ended December 31,
|
| |||||||||
| | |
2016
|
| |
2015
|
| ||||||
| | |
(in € )
|
| |||||||||
Basic earnings per share from continuing operations
|
| | | | 52.92 | | | | | | 16.40 | | |
Book value per share
(1)
|
| | | | (988.92 ) | | | | | | (1,056.20 ) | | |
| | |
At and for the three
months ended June 30, |
| |
At and for the six
months ended June 30, |
| |
At and for the year
ended December 31, |
| |||||||||||||||||||||||||||
| | |
2017
|
| |
2016
|
| |
2017
|
| |
2016
|
| |
2016
|
| |
2015
|
| ||||||||||||||||||
| | |
(in $)
|
| |||||||||||||||||||||||||||||||||
Net (loss) earnings per share – basic and diluted
|
| | | | (0.08 ) | | | | | | 0.01 | | | | | | (0.14 ) | | | | | | (0.12 ) | | | | | | (0.24 ) | | | | | | (0.06 ) | | |
Book value per share
|
| | | | 0.56 | | | | | | 0.64 | | | | | | 0.56 | | | | | | 0.64 | | | | | | 0.78 | | | | | | 0.75 | | |
| | |
At and for the year ended
December 31, 2016 |
| |||
| | |
(in € )
|
| |||
Basic loss per share
|
| | | | (4.87 ) | | |
Book value per share
(2)
|
| | | | 22.99 | | |
| | |
At and for the year ended
December 31, 2016 |
| |||
| | |
(in €)
|
| |||
Basic loss per share
|
| | | | (0.49 ) | | |
Book value per share
(1)
|
| | | | 2.30 | | |
| | |
Spark
Common Stock |
| |||
May 1, 2017
|
| | | $ | 1.02 | | |
, 2017
|
| | | $ | | |
Recent Monthly Data
|
| |
Period-End
Rate (1) |
| |
Average
Rate (2) |
| |
High
|
| |
Low
|
| ||||||||||||
September 2017 (to September 22, 2017)
|
| | | | 1.1969 | | | | | | 1.1954 | | | | | | 1.2041 | | | | | | 1.1878 | | |
August 2017 | | | | | 1.1894 | | | | | | 1.1813 | | | | | | 1.2025 | | | | | | 1.1703 | | |
July 2017
|
| | | | 1.1826 | | | | | | 1.1579 | | | | | | 1.1826 | | | | | | 1.1336 | | |
June 2017
|
| | | | 1.1411 | | | | | | 1.1233 | | | | | | 1.1420 | | | | | | 1.1124 | | |
May 2017
|
| | | | 1.1236 | | | | | | 1.1041 | | | | | | 1.1236 | | | | | | 1.0869 | | |
April 2017
|
| | | | 1.0895 | | | | | | 1.0714 | | | | | | 1.0941 | | | | | | 1.0606 | | |
March 2017
|
| | | | 1.0698 | | | | | | 1.0691 | | | | | | 1.0882 | | | | | | 1.0514 | | |
February 2017
|
| | | | 1.0618 | | | | | | 1.0650 | | | | | | 1.0802 | | | | | | 1.0551 | | |
January 2017
|
| | | | 1.0794 | | | | | | 1.0635 | | | | | | 1.0794 | | | | | | 1.0416 | | |
Interim Period Data | | | | | | ||||||||||||||||||||
Six months ended June 30, 2017
|
| | | | 1.1411 | | | | | | 1.0942 | | | | | | 1.1420 | | | | | | 1.0416 | | |
Annual Data (Year ended December 31) | | | | | | ||||||||||||||||||||
2016
|
| | | | 1.0552 | | | | | | 1.1029 | | | | | | 1.1516 | | | | | | 1.0375 | | |
2015
|
| | | | 1.0859 | | | | | | 1.1032 | | | | | | 1.2015 | | | | | | 1.0524 | | |
2014
|
| | | | 1.2101 | | | | | | 1.3210 | | | | | | 1.3927 | | | | | | 1.2101 | | |
2013
|
| | | | 1.3779 | | | | | | 1.3303 | | | | | | 1.3816 | | | | | | 1.2774 | | |
2012
|
| | | | 1.3186 | | | | | | 1.2909 | | | | | | 1.3463 | | | | | | 1.2062 | | |
| | |
2016A
|
| |
2017E
|
| |
2018E
|
| |
3-Year Average
|
| ||||||||||||||||||||||||||||||||||||
| | |
Spark
|
| |
Affinitas
|
| |
Spark
|
| |
Affinitas
|
| |
Spark
|
| |
Affinitas
|
| |
Spark
|
| |
Affinitas
|
| ||||||||||||||||||||||||
Sales
|
| | | | 29.6 % | | | | | | 70.4 % | | | | | | 21.2 % | | | | | | 78.8 % | | | | | | 18.5 % | | | | | | 81.5 % | | | | | | 23.1 % | | | | | | 76.9 % | | |
EBITDA (1) | | | | | 46.3 % | | | | | | 53.7 % | | | | | | 19.8 % | | | | | | 80.2 % | | | | | | 6.6 % | | | | | | 93.4 % | | | | | | 24.3 % | | | | | | 75.7 % | | |
Free Cash Flow
|
| | | | 32.9 % | | | | | | 67.1 % | | | | | | 8.6 % | | | | | | 91.4 % | | | | | | 0.0 % | | | | | | 100.0 % | | | | | | 13.8 % | | | | | | 86.2 % | | |
| | |
TEV/2016A
Sales |
| |
TEV/2016A
EBITDA |
| |
TEV/2017E
Sales |
| |
TEV/2017E
EBITDA |
| ||||||||||||
Mean
|
| | | | 3.32x | | | | | | 13.0x | | | | | | 2.81x | | | | | | 12.1x | | |
Median
|
| | | | 3.08x | | | | | | 12.9x | | | | | | 2.29x | | | | | | 12.4x | | |
For Comparison : | | | | | | ||||||||||||||||||||
Spark Stand-Alone (as described above)
|
| | | | 0.63x | | | | | | 8.9x | | | | | | 0.85x | | | | | | 22.6x | | |
Affinitas (implied based upon 75% ownership of New Spark)
|
| | | | 1.06x | | | | | | 17.1x | | | | | | 0.99x | | | | | | 7.4x | | |
Acquirer
|
| |
Target
|
| |
Date Announced
|
|
The Meet Group | | | Ifwe Inc. | | | March 2017 | |
ProSiebenSat.1 | | | Parship Eite Group | | | September 2016 | |
The Meet Group | | | Skout, Inc. | | | June 2016 | |
Beijing Kunlun Tech Co. | | | Grindr | | | January 2016 | |
Baihe Network Co. | | | Jiayuan.com | | | December 2015 | |
Match.com | | | Plentyoffish Media | | | July 2015 | |
Match.com | | | Meetic | | | September 2013 | |
Grendall Investment | | | Cupid (casual dating assets) | | | July 2013 | |
The Meet Group (fka Quepasa Corporation) | | | Insider Guides | | | July 2011 | |
Match.com | | | Meetic | | | May 2011 | |
Match.com | | | People Media | | | July 2009 | |
Meetic | | | Match.com (European operations) | | | February 2009 | |
| | |
Implied TEV LTM
Revenue Multiple |
| |
Implied TEV LTM
EBITDA Multiple |
| ||||||
Mean
|
| | | | 2.21x | | | | | | 10.7x | | |
Median
|
| | | | 1.97x | | | | | | 10.2x | | |
($ in millions)
|
| |
2016A
|
| |
2017E
|
| |
2018E
|
| |
2019E
|
| |
2020E
|
| |
2021E
|
| ||||||||||||||||||
Sales
|
| | | $ | 35.1 | | | | | $ | 25.8 | | | | | $ | 24.2 | | | | | $ | 24.4 | | | | | $ | 25.4 | | | | | $ | 26.8 | | |
Adj. EBITDA
|
| | | $ | 2.5 | | | | | $ | 1.0 | | | | | $ | (0.8 ) | | | | | $ | (0.3 ) | | | | | $ | 1.6 | | | | | $ | 2.6 | | |
Online Personals Property
|
| |
Target Audience
|
|
Jewish Networks | | | | |
JDate.com | | | Jewish singles | |
JSwipe | | | Jewish singles (millennials) | |
JDate.co.uk | | | Jewish singles in the UK | |
JDate.fr | | | Jewish singles (French speakers) | |
JDate.co.il | | | Jewish singles (Hebrew speakers) | |
Christian Networks | | | | |
ChristianMingle.com | | | Christian singles | |
CrossPaths | | | Christian singles (millennials) | |
ChristianMingle.co.uk | | | Christian singles in the UK | |
ChristianMingle.com.au | | | Christian singles in Australia | |
Christiansingles.com | | | Christian singles | |
Other Networks | | | | |
AdventistSinglesConnection.com | | | Adventist singles | |
BBWPersonalsPlus.com | | | Big beautiful women and admirers | |
BlackSingles.com | | | African-American singles | |
CatholicMingle.com | | | Catholic singles | |
DeafSinglesConnection.com | | | Deaf singles | |
LDSMingle.com | | | Mormon singles | |
LDSSingles.com | | | Mormon singles | |
MilitarySinglesConnection.com | | | Military singles | |
SilverSingles.com | | | Mature singles | |
Spark.com | | | Non-targeted | |
Media Property
|
| |
Primary Content
|
|
Believe.com | | | Christian lifestyle portal | |
Faith.com | | | Inspirational videos | |
DailyBibleVerse.com | | | Send a daily bible verse | |
ChristianCard.net | | | Christian eCard and wallpaper site | |
| | |
Three Months Ended
June 30, |
| |
Six Months Ended
June 30, |
| ||||||||||||||||||
| | |
2017
|
| |
2016
|
| |
2017
|
| |
2016
|
| ||||||||||||
Revenue
|
| | | | 100 % | | | | | | 100 % | | | | | | 100 % | | | | | | 100 % | | |
Cost and expenses: | | | | | | ||||||||||||||||||||
Cost of revenue (exclusive of depreciation shown
separately below) |
| | | | 25.4 | | | | | | 29.2 | | | | | | 29.0 | | | | | | 46.9 | | |
Sales and marketing
|
| | | | 8.4 | | | | | | 15.2 | | | | | | 8.7 | | | | | | 14.9 | | |
Customer service
|
| | | | 8.8 | | | | | | 9.2 | | | | | | 8.8 | | | | | | 9.7 | | |
Technical operations
|
| | | | 4.2 | | | | | | 3.4 | | | | | | 3.6 | | | | | | 3.2 | | |
Development
|
| | | | 13.6 | | | | | | 13.0 | | | | | | 11.6 | | | | | | 11.7 | | |
General and administrative
|
| | | | 55.2 | | | | | | 22.0 | | | | | | 49.6 | | | | | | 23.8 | | |
Depreciation
|
| | | | 25.1 | | | | | | 8.2 | | | | | | 24.3 | | | | | | 7.7 | | |
Amortization of intangible assets
|
| | | | 0.7 | | | | | | 0.9 | | | | | | 0.7 | | | | | | 0.8 | | |
Impairment of intangible and long-lived assets
|
| | | | 0.2 | | | | | | 0.6 | | | | | | 0.2 | | | | | | 0.5 | | |
Total cost and expenses
|
| | | | 141.6 | | | | | | 101.7 | | | | | | 136.5 | | | | | | 119.2 | | |
Operating loss
|
| | | | (41.6 ) | | | | | | (1.7 ) | | | | | | (36.5 ) | | | | | | (19.2 ) | | |
Interest (income) expense and other, net
|
| | | | (1.7 ) | | | | | | 1.3 | | | | | | (2.5 ) | | | | | | (0.1 ) | | |
Loss before income tax benefit
|
| | | | (39.9 ) | | | | | | (3.0 ) | | | | | | (34.0 ) | | | | | | (19.1 ) | | |
Income tax benefit
|
| | | | (2.1 ) | | | | | | (6.4 ) | | | | | | (0.7 ) | | | | | | (2.7 ) | | |
Net (loss) income
|
| | | | (37.8 )% | | | | | | 3.4 % | | | | | | (33.3 )% | | | | | | (16.4 )% | | |
|
| | |
2016
|
| |
2015
|
| ||||||
Revenue
|
| | | | 100 % | | | | | | 100 % | | |
Cost and expenses: | | | | ||||||||||
Cost of revenue (exclusive of depreciation shown separately below)
|
| | | | 36.6 | | | | | | 50.0 | | |
Sales and marketing
|
| | | | 13.6 | | | | | | 8.6 | | |
Customer service
|
| | | | 8.3 | | | | | | 6.4 | | |
Technical operations
|
| | | | 3.9 | | | | | | 2.1 | | |
Development
|
| | | | 11.2 | | | | | | 8.4 | | |
General and administrative
|
| | | | 25.6 | | | | | | 21.6 | | |
Depreciation
|
| | | | 9.2 | | | | | | 4.6 | | |
Amortization of intangible assets
|
| | | | 0.8 | | | | | | 0.2 | | |
Impairment of intangible and long-lived assets
|
| | | | 13.2 | | | | | | 0.4 | | |
Total cost and expenses
|
| | | | 122.4 | | | | | | 102.3 | | |
Operating loss
|
| | | | (22.4 ) | | | | | | (2.3 ) | | |
Interest expense and other, net
|
| | | | 0.1 | | | | | | 0.2 | | |
Loss before provision for income taxes
|
| | | | (22.5 ) | | | | | | (2.5 ) | | |
Income tax (benefit) provision
|
| | | | (2.9 ) | | | | | | 0.5 | | |
Net loss
|
| | | | (19.6 )% | | | | | | (3.0 )% | | |
|
| | |
Three Months Ended
June 30, |
| |
Six Months Ended
June 30, |
| ||||||||||||||||||
(in thousands)
|
| |
2017
|
| |
2016
|
| |
2017
|
| |
2016
|
| ||||||||||||
Net (loss) income
|
| | | $ | (2,519 ) | | | | | $ | 329 | | | | | $ | (4,644 ) | | | | | $ | (3,079 ) | | |
Interest expense
|
| | | | 56 | | | | | | 19 | | | | | | 78 | | | | | | 33 | | |
Income tax benefit
|
| | | | (139 ) | | | | | | (583 ) | | | | | | (92 ) | | | | | | (516 ) | | |
Depreciation
|
| | | | 1,666 | | | | | | 746 | | | | | | 3,374 | | | | | | 1,458 | | |
Impairment of intangible and long-lived assets
|
| | | | 15 | | | | | | 52 | | | | | | 24 | | | | | | 91 | | |
Amortization of intangible assets
|
| | | | 49 | | | | | | 78 | | | | | | 98 | | | | | | 156 | | |
Non-cash currency translation adjustments
|
| | | | (170 ) | | | | | | 90 | | | | | | (423 ) | | | | | | (64 ) | | |
Stock-based compensation
|
| | | | 185 | | | | | | 344 | | | | | | 345 | | | | | | 666 | | |
Non-recurring legal and acquisition costs
|
| | | | 2,016 | | | | | | 367 | | | | | | 2,530 | | | | | | 431 | | |
Adjusted EBITDA
|
| | | $ | 1,159 | | | | | $ | 1,442 | | | | | $ | 1,290 | | | | | $ | (824 ) | | |
|
(in thousands)
|
| |
2016
|
| |
2015
|
| ||||||
Net loss
|
| | | $ | (6,890 ) | | | | | $ | (1,437 ) | | |
Interest expense
|
| | | | 83 | | | | | | 68 | | |
Income tax (benefit) provision
|
| | | | (1,028 ) | | | | | | 243 | | |
Depreciation
|
| | | | 3,234 | | | | | | 2,211 | | |
Impairment of intangible and long-lived assets
|
| | | | 4,629 | | | | | | 197 | | |
Amortization of intangible assets
|
| | | | 293 | | | | | | 108 | | |
Non-cash currency translation adjustments
|
| | | | (66 ) | | | | | | 15 | | |
Stock-based compensation
|
| | | | 982 | | | | | | 782 | | |
Non-recurring financing, acquisition, and severance costs
|
| | | | 1,234 | | | | | | 644 | | |
Adjusted EBITDA
(1)
|
| | | $ | 2,471 | | | | | $ | 2,831 | | |
|
| | |
Three Months Ended June 30,
|
| |
Six Months Ended June 30,
|
| |
Years Ended December 31,
|
| |||||||||||||||||||||||||||
| | |
2017
|
| |
2016
|
| |
2017
|
| |
2016
|
| |
2016
|
| |
2015
|
| ||||||||||||||||||
Average Paying Subscribers | | | | | | | | ||||||||||||||||||||||||||||||
Jewish Networks
|
| | | | 47,278 | | | | | | 61,732 | | | | | | 48,051 | | | | | | 62,831 | | | | | | 58,960 | | | | | | 65,721 | | |
Christian Networks
|
| | | | 60,972 | | | | | | 117,024 | | | | | | 67,299 | | | | | | 120,602 | | | | | | 108,771 | | | | | | 125,639 | | |
Other Networks
|
| | | | 6,675 | | | | | | 11,182 | | | | | | 7,333 | | | | | | 11,261 | | | | | | 10,676 | | | | | | 12,197 | | |
Total Average Paying Subscribers
|
| | | | 114,925 | | | | | | 189,938 | | | | | | 122,683 | | | | | | 194,694 | | | | | | 178,407 | | | | | | 203,557 | | |
|
| | |
For the three and six months ended
|
| |
Years Ended December 31,
|
| ||||||||||||||||||
| | |
June 30, 2017
|
| |
June 30, 2016
|
| |
2016
|
| |
2015
|
| ||||||||||||
Period Ending Subscribers | | | | | | ||||||||||||||||||||
Jewish Networks
|
| | | | 47,487 | | | | | | 59,868 | | | | | | 51,519 | | | | | | 65,004 | | |
Christian Networks
|
| | | | 57,947 | | | | | | 112,895 | | | | | | 82,163 | | | | | | 123,800 | | |
Other Networks
|
| | | | 5,937 | | | | | | 10,915 | | | | | | 8,690 | | | | | | 11,219 | | |
Total Period Ending Subscribers
|
| | | | 111,371 | | | | | | 183,678 | | | | | | 142,372 | | | | | | 200,023 | | |
|
| | |
Less than 1
year |
| |
1 – 3 years
|
| |
3 – 5 years
|
| |
More than
5 years |
| |
Total
|
| |||||||||||||||
Operating leases
|
| | | $ | 722 | | | | | $ | 514 | | | | | $ | — | | | | | $ | — | | | | | $ | 1,236 | | |
Other commitments and contingencies
|
| | | | 1,775 | | | | | | 2,621 | | | | | | — | | | | | | — | | | | | | 4,396 | | |
Total contractual obligations
|
| | | $ | 2,497 | | | | | $ | 3,135 | | | | | $ | — | | | | | $ | — | | | | | $ | 5,632 | | |
|
| | |
Historical
|
| | | | | |||||||||||||||||||||||
| | |
Affinitas
(December 31, 2016) |
| |
Spark Networks
Inc. (December 31, 2016) (Note 3) |
| |
Purchase
Accounting Adjustments |
| |
Note
|
| |
Pro Forma
|
| |||||||||||||||
Non-current assets
|
| | | | 20,141 | | | | | | 17,169 | | | | | | 13,423 | | | | | | | | | | | | 50,733 | | |
Intangible assets
|
| | | | 9,634 | | | | | | 12,801 | | | | | | 17,382 | | | | | | | | | | | | 39,817 | | |
Internally generated software
|
| | | | 1,007 | | | | | | — | | | | | | — | | | | | | | | | | |
|
1,007
|
| |
Licences and domains
|
| | | | 37 | | | | | | 2,290 | | | | | | 2,888 | | | | | | (6e ) | | | | |
|
5,215
|
| |
Brands and trademarks
|
| | | | 2,605 | | | | | | — | | | | | | — | | | | | | | | | | |
|
2,605
|
| |
Other intangible assets
|
| | | | 2,661 | | | | | | 513 | | | | | | 2,684 | | | | | | (6e ) | | | | |
|
5,858
|
| |
Goodwill
|
| | | | 3,324 | | | | | | 9,998 | | | | | | 11,810 | | | | | | (6g ) | | | | |
|
25,132
|
| |
Property, plant and equipment
|
| | | | 485 | | | | | | 4,270 | | | | | | (3,959 ) | | | | | | | | | | | | 796 | | |
Leasehold improvements
|
| | | | 245 | | | | | | — | | | | | | — | | | | | | | | | | | | 245 | | |
Other and office equipment
|
| | | | 240 | | | | | | 4,270 | | | | | | (3,959 ) | | | | | | (6c ) | | | | | | 551 | | |
Other non-current financial assets
|
| | | | 21 | | | | | | — | | | | | | — | | | | | | | | | | | | 21 | | |
Other non-current assets
|
| | | | — | | | | | | 98 | | | | | | — | | | | | | | | | | | | 98 | | |
Deferred tax assets
|
| | | | 10,001 | | | | | | — | | | | | | — | | | | | | | | | | | | 10,001 | | |
Current assets
|
| | | | 17,127 | | | | | | 13,061 | | | | | | (5,598 ) | | | | | | | | | | | | 24,590 | | |
Current trade and other receivables
|
| | | | 9,063 | | | | | | 2,268 | | | | | | — | | | | | | | | | | | | 11,331 | | |
Trade receivables
|
| | | | 4,272 | | | | | | 499 | | | | | | — | | | | | | | | | | | | 4,771 | | |
Other financial current assets
|
| | | | 2,489 | | | | | | 431 | | | | | | — | | | | | | | | | | | | 2,920 | | |
Other assets
|
| | | | 2,302 | | | | | | 1,338 | | | | | | — | | | | | | | | | | | | 3,640 | | |
Cash and cash equivalents
|
| | | | 8,064 | | | | | | 10,793 | | | | | | (5,598 ) | | | | |
|
(6a
)
|
| | | | | 13,259 | | |
Total assets
|
| | | | 37,268 | | | | | | 30,230 | | | | | | 7,825 | | | | | | | | | | | | 75,323 | | |
|
| | |
Historical
|
| | | | | |||||||||||||||||||||||
| | |
Affinitas
(December 31, 2016) |
| |
Spark Networks
Inc. (December 31, 2016) (Note 3) |
| |
Purchase
Accounting Adjustments |
| |
Note
|
| |
Pro Forma
|
| |||||||||||||||
SHAREHOLDER’S EQUITY AND LIABILITIES
|
| | | | | | |||||||||||||||||||||||||
Shareholder’s Equity
|
| | | | (24,723 ) | | | | | | 20,964 | | | | | | 33,489 | | | | | | | | | | | | 29,727 | | |
Subscribed capital
|
| | | | 25 | | | | | | 82,878 | | | | | | (81,610 ) | | | | | | (6f ) | | | | | | 1,293 | | |
Capital reserves
|
| | | | — | | | | | | — | | | | | | 53,182 | | | | | | (6f ) | | | | | | 53,182 | | |
Share-based payment reserve
|
| | | | 2,259 | | | | | | — | | | | | | — | | | | | | | | | | | | 2,259 | | |
Accumulated deficit
|
| | | | (27,007 ) | | | | | | (62,591 ) | | | | | | 62,591 | | | | | | (6f ) | | | | | | (27,007 ) | | |
Accumulated other comprehensive income
|
| | | | — | | | | | | 677 | | | | | | (677 ) | | | | | | (6f ) | | | | | | — | | |
Non-current liabilities
|
| | | | 33,161 | | | | | | 2,222 | | | | | | (24,679 ) | | | | | | | | | | | | 10,704 | | |
Non-current borrowings
|
| | | | 5,850 | | | | | | — | | | | | | — | | | | | | | | | | | | 5,850 | | |
Other non-current provisions
|
| | | | 17 | | | | | | 234 | | | | | | — | | | | | | | | | | | | 251 | | |
Other non-current financial liabilities
|
| | | | 26,280 | | | | | | — | | | | | | (26,280 ) | | | | |
|
(6f
)
|
| | | | | — | | |
Deferred tax liabilities
|
| | | | 929 | | | | | | 1,988 | | | | | | 1,601 | | | | |
|
(6d
)
|
| | | | | 4,518 | | |
Non-current deferred Income
|
| | | | 85 | | | | | | — | | | | | | — | | | | | | | | | | | | 85 | | |
Current liabilities
|
| | | | 28,830 | | | | | | 7,044 | | | | | | (982 ) | | | | | | | | | | | | 34,892 | | |
Current borrowings
|
| | | | 5 | | | | | | — | | | | | | — | | | | | | | | | | | | 5 | | |
Other current provisions
|
| | | | 806 | | | | | | — | | | | | | — | | | | | | | | | | | | 806 | | |
Current trade and other payables
|
| | | | 9,637 | | | | | | 3,239 | | | | | | — | | | | | | | | | | | | 12,876 | | |
Trade payables
|
| | | | 5,568 | | | | | | 778 | | | | | | — | | | | | | | | | | | | 6,346 | | |
Other financial current liabilities
|
| | | | 1,337 | | | | | | 2,461 | | | | | | — | | | | | | | | | | | | 3,798 | | |
Other liabilities
|
| | | | 2,732 | | | | | | — | | | | | | — | | | | | | | | | | | | 2,732 | | |
Current income tax liabilities
|
| | | | 335 | | | | | | — | | | | | | — | | | | | | | | | | | | 335 | | |
Deferred Income (current)
|
| | | | 18,047 | | | | | | 3,805 | | | | | | (982 ) | | | | |
|
(6b
)
|
| | | | | 20,870 | | |
Total Shareholder’s Equity and Liabilities
|
| | | | 37,268 | | | | | | 30,230 | | | | | | 7,825 | | | | | | | | | | | | 75,323 | | |
|
| | |
Historical
|
| | | | | | | ||||||||||||||||||||||||||||||||||||
| | |
Affinitas
(December 31, 2016) |
| |
Samadhi
(January 1 to September 30, 2016) |
| |
Samadhi
Pro Forma Adjustments |
| |
Notes
|
| |
Spark
Networks Inc. (Note 3) |
| |
Purchase
Accounting Adjustments |
| |
Note
|
| |
Pro Forma
|
| |||||||||||||||||||||
Revenue
|
| | | | 73,491 | | | | | | 5,176 | | | | |
|
(109
)
|
| | | |
|
(7a
)
|
| | | | | 32,037 | | | | |
|
(982
)
|
| | |
(7f)
|
| | | | 109,613 | | |
Cost of revenue
|
| | | | (51,202 ) | | | | | | (2,710 ) | | | | | | — | | | | | | | | | | | | (11,611 ) | | | | | | — | | | | | | | | | (65,523 ) | | |
Gross Profit
|
| | | | 22,289 | | | | | | 2,466 | | | | | | (109 ) | | | | | | | | | | | | 20,426 | | | | | | (982 ) | | | | | | | | | 44,090 | | |
Other income
|
| | | | 126 | | | | | | 15 | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | | | | 141 | | |
Other operating expenses
|
| | | | (19,742 ) | | | | | | (2,180 ) | | | | | | (1,217 ) | | | | | | | | | | | | (27,695 ) | | | | | | 455 | | | | | | | | | (50,379 ) | | |
Sales and marketing expenses
|
| | | | (3,919 ) | | | | | | (1,106 ) | | | | | | (837 ) | | | | | | (7b ) | | | | | | (4,477 ) | | | | | | (513 ) | | | |
(7h)
|
| | | | (10,852 ) | | |
Customer service expenses
|
| | | | (2,791 ) | | | | | | (52 ) | | | | | | — | | | | | | | | | | | | (2,671 ) | | | | | | — | | | | | | | | | (5,514 ) | | |
Technical operations and development expenses
|
| | | | (3,305 ) | | | | | | (423 ) | | | | | | (542 ) | | | | | | (7b ) | | | | | | (7,741 ) | | | | | | 968 | | | |
(7g, 7h)
|
| | | | (11,043 ) | | |
General and administrative expenses
|
| | | | (9,727 ) | | | | | | (599 ) | | | | | | 162 | | | | | | (7d ) | | | | | | (12,806 ) | | | | | | | | | | | | | | | (22,970 ) | | |
Operating profit
|
| | | | 2,673 | | | | | | 301 | | | | | | (1,326 ) | | | | | | | | | | | | (7,269 ) | | | | | | (527 ) | | | | | | | | | (6,148 ) | | |
Interest income and similar income
|
| | | | 157 | | | | | | 15 | | | | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | | 172 | | |
Interest expense and similar charges
|
| | | | (425 ) | | | | | | (5 ) | | | | | | (390 ) | | | | | | (7c ) | | | | | | (26 ) | | | | | | | | | | | | | | | (846 ) | | |
Finance costs, net
|
| | | | (268 ) | | | | | | 11 | | | | | | (390 ) | | | | | | | | | | | | (26 ) | | | | | | — | | | | | | | | | (673 ) | | |
Income before taxes
|
| | | | 2,405 | | | | | | 312 | | | | | | (1,716 ) | | | | | | | | | | | | (7,295 ) | | | | | | (527 ) | | | | | | | | | (6,821 ) | | |
Income taxes
|
| | | | (1,082 ) | | | | | | (104 ) | | | | | | 572 | | | | | | (7e ) | | | | | | 929 | | | | | | 211 | | | |
(7i)
|
| | | | 526 | | |
Profit/(Loss)
|
| | | | 1,323 | | | | | | 208 | | | | | | (1,144 ) | | | | | | | | | | | | (6,366 ) | | | | | | (316 ) | | | | | | | | | (6,295 ) | | |
Other comprehensive income/ (expense)
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | (23 ) | | | | | | — | | | | | | | | | (23 ) | | |
Total comprehensive income/(loss) for
the year |
| | | | 1,323 | | | | | | 208 | | | | | | (1,144 ) | | | | | | | | | | | | (6,389 ) | | | | | | (316 ) | | | | | | | | | (6,318 ) | | |
Earnings/(loss) per share | | | | | | | | | | |||||||||||||||||||||||||||||||||||||
Basic earning per share (€)
|
| | | | 52.92 | | | | | | 4.72 | | | | | | — | | | | | | | | | | | | (0.22 ) | | | | | | — | | | |
(7j)
|
| | | | (4.87 ) | | |
Diluted earnings per share (€)
|
| | | | 52.92 | | | | | | 4.72 | | | | | | — | | | | | | | | | | | | (0.22 ) | | | | | | — | | | |
(7j)
|
| | | | (4.87 ) | | |
Weighted average shares outstanding
(basic) |
| | | | 25 | | | | | | 982 | | | | | | | | | | | | | | | | | | 28,232 | | | | | | | | | | | | | | | 1,293 | | |
Weighted average shares outstanding
(diluted) |
| | | | 25 | | | | | | 982 | | | | | | | | | | | | | | | | | | 28,232 | | | | | | | | | | | | | | | 1,293 | | |
| | | | | | | | |
Reclassifications
(3a) |
| | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Historical
Spark USD (U.S. GAAP) |
| |
Intangible
Assets |
| |
Fixed
Assets |
| |
Noncurrent
assets |
| |
Restricted
Cash |
| |
Accounts
Receivable |
| |
Prepaid
expenses |
| |
Equity
|
| |
Liabilities
|
| |
Spark
USD |
| |
Spark
EUR |
| |||||||||||||||||||||||||||||||||
Non-current assets
|
| | | | 18,070 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 18,070 | | | | | | 17,169 | | |
Intangible assets
|
| | | | 13,473 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 13,473 | | | | | | 12,801 | | |
Intangible assets (net)
|
| | | | 2,950 | | | | | | (2,950 ) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Licences and domains
|
| | | | — | | | | | | 2,410 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,410 | | | | | | 2,290 | | |
Other intangible assets
|
| | | | — | | | | | | 540 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 540 | | | | | | 513 | | |
Goodwill | | | | | 10,523 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,523 | | | | | | 9,998 | | |
Property, plant and equipment
|
| | | | 4,494 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,494 | | | | | | 4,270 | | |
Property, plant and equipment (net)
|
| | | | 4,494 | | | | | | — | | | | | | (4,494 ) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Other and office equipment
|
| | | | — | | | | | | — | | | | | | 4,494 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,494 | | | | | | 4,270 | | |
Other non-current assets
|
| | | | 103 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 103 | | | | | | 98 | | |
Deposits and other assets
|
| | | | 103 | | | | | | — | | | | | | — | | | | | | (103 ) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Other non-current assets
|
| | | | — | | | | | | — | | | | | | — | | | | | | 103 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 103 | | | | | | 98 | | |
Current assets
|
| | | | 13,747 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 13,747 | | | | | | 13,061 | | |
Current trade and other receivables
|
| | | | 2,387 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,387 | | | | | | 2,268 | | |
Restricted Cash
|
| | | | 454 | | | | | | — | | | | | | — | | | | | | — | | | | | | (454 ) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Amounts receivable
|
| | | | 525 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (525 ) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Prepaid expenses other
|
| | | | 1,408 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,408 ) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Trade receivables
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 525 | | | | | | — | | | | | | — | | | | | | — | | | | | | 525 | | | | | | 499 | | |
Other financial current assets
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 454 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 454 | | | | | | 431 | | |
Other assets
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,408 | | | | | | — | | | | | | — | | | | | | 1,408 | | | | | | 1,338 | | |
Cash and cash equivalents
|
| | | | 11,360 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,360 | | | | | | 10,793 | | |
Total assets
|
| | | | 31,817 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 31,817 | | | | | | 30,230 | | |
|
| | | | | | | | |
Reclassifications
(3a) |
| | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Historical
Spark USD (U.S. GAAP) |
| |
Intangible
Assets |
| |
Fixed
Assets |
| |
Noncurrent
assets |
| |
Restricted
Cash |
| |
Accounts
Receivable |
| |
Prepaid
expenses |
| |
Equity
|
| |
Liabilities
|
| |
Spark
USD |
| |
Spark
EUR |
| |||||||||||||||||||||||||||||||||
EQUITY AND LIABILITIES
|
| | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shareholder’s Equity
|
| | | | 22,065 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 22,065 | | | | | | 20,964 | | |
Subscribed capital
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 87,230 | | | | | | — | | | | | | 87,230 | | | | | | 82,878 | | |
Common Stock
|
| | | | 32 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (32 ) | | | | | | — | | | | | | — | | | | | | — | | |
Additional paid-in-capital
|
| | | | 87,198 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (87,198 ) | | | | | | — | | | | | | — | | | | | | — | | |
Accumulated deficit
|
| | | | (65,878 ) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (65,878 ) | | | | | | (62,591 ) | | |
Accumulated other comprehensive income
|
| | | | 713 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 713 | | | | | | 677 | | |
Non-current liabilties
|
| | | | 2,338 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,338 | | | | | | 2,222 | | |
Other non-current
provisions |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 246 | | | | | | 246 | | | | | | 234 | | |
Other liabilities
|
| | | | 246 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (246 ) | | | | | | — | | | | | | — | | |
Deferred tax liabilities
|
| | | | 2,092 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,092 | | | | | | 1,988 | | |
Current liabilities
|
| | | | 7,414 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,414 | | | | | | 7,044 | | |
Current trade and other payables
|
| | | | 3,409 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,409 | | | | | | 3,239 | | |
Trade payables
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 819 | | | | | | 819 | | | | | | 778 | | |
Accounts Payable
|
| | | | 819 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (819 ) | | | | | | — | | | | | | — | | |
Other financial current liabilities
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,590 | | | | | | 2,590 | | | | | | 2,461 | | |
Accrued liabilites
|
| | | | 2,590 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,590 ) | | | | | | — | | | | | | — | | |
Current deferred Income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,005 | | | | | | 4,005 | | | | | | 3,805 | | |
Deferred revenue
|
| | | | 4,005 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (4,005 ) | | | | | | — | | | | | | — | | |
Total Shareholders Equity and
Liabilties |
| | | | 31,817 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 31,817 | | | | | | 30,230 | | |
|
| | | | | | | | |
Reclassifications and Adjustments from U.S. GAAP to IFRS
|
| |||||||||||||||||||||
| | |
Spark
(US GAAP) |
| |
Reclassifications
(3b) |
| |
IFRS – Share-based
Compensation (3c) |
| |
Spark
USD |
| |
Spark
EUR |
| |||||||||||||||
Revenue
|
| | | | 35,091 | | | | | | 371 | | | | | | — | | | | | | 35,462 | | | | | | 32,037 | | |
Cost of revenue
|
| | | | — | | | | | | (12,852 ) | | | | | | — | | | | | | (12,852 ) | | | | | | (11,611 ) | | |
Cost of revenue (exclusive of depreciation shown separately below)
|
| | | | (12,852 ) | | | | | | 12,852 | | | | | | — | | | | | | — | | | | | | — | | |
Gross Profit
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 20,426 | | |
Other Income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Sales and marketing expenses
|
| | | | (4,789 ) | | | | | | (123 ) | | | | | | (44 ) | | | | | | (4,956 ) | | | | | | (4,477 ) | | |
Customer service expenses
|
| | | | (2,901 ) | | | | | | (55 ) | | | | | | (0 ) | | | | | | (2,956 ) | | | | | | (2,671 ) | | |
Technical operations and development costs
|
| | | | — | | | | | | (8,566 ) | | | | | | (3 ) | | | | | | (8,569 ) | | | | | | (7,741 ) | | |
Technical operations
|
| | | | (1,371 ) | | | | | | 1,371 | | | | | | — | | | | | | — | | | | | | — | | |
Development
|
| | | | (3,920 ) | | | | | | 3,920 | | | | | | — | | | | | | — | | | | | | — | | |
General and administrative
|
| | | | (8,991 ) | | | | | | (5,074 ) | | | | | | (110 ) | | | | | | (14,175 ) | | | | | | (12,806 ) | | |
Depreciation
|
| | | | (3,234 ) | | | | | | 3,234 | | | | | | — | | | | | | — | | | | | | — | | |
Amortization of intangible assets
|
| | | | (293 ) | | | | | | 293 | | | | | | — | | | | | | — | | | | | | — | | |
Impairment of intangible and long-lived assets
|
| | | | (4,629 ) | | | | | | 4,629 | | | | | | — | | | | | | — | | | | | | — | | |
Total cost and expenses
|
| | | | (30,128 ) | | | | | | (371 ) | | | | | | (157 ) | | | | | | (30,656 ) | | | | | | (27,695 ) | | |
Operating loss
|
| | | | (7,889 ) | | | | | | — | | | | | | — | | | | | | (7,889 ) | | | | | | (7,269 ) | | |
Interest expense and other, net
|
| | | | (29 ) | | | | | | 29 | | | | | | — | | | | | | — | | | | | | — | | |
Interest expense and similar charges
|
| | | | — | | | | | | (29 ) | | | | | | — | | | | | | (29 ) | | | | | | (26 ) | | |
Interest income and similar income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Finance costs, net
|
| | | | — | | | | | | — | | | | | | — | | | | | | (29 ) | | | | | | (26 ) | | |
Income before taxes
|
| | | | — | | | | | | (7,918 ) | | | | | | — | | | | | | (7,918 ) | | | | | | (7,295 ) | | |
Loss before provision for income taxes
|
| | | | (7,918 ) | | | | | | 7,918 | | | | | | — | | | | | | — | | | | | | — | | |
Income taxes
|
| | | | — | | | | | | 1,028 | | | | | | — | | | | | | 1,028 | | | | | | 929 | | |
Income tax (benefit) provision
|
| | | | 1,028 | | | | | | (1,028 ) | | | | | | — | | | | | | — | | | | | | — | | |
Profit/(Loss)
|
| | | | | | | | | | (6,890 ) | | | | | | — | | | | | | (6,890 ) | | | | | | (6,366 ) | | |
Net loss
|
| | | | (6,890 ) | | | | | | 6,890 | | | | | | — | | | | | | — | | | | | | — | | |
Other comprehensive income/ (loss) for the year
|
| | | | — | | | | | | (26 ) | | | | | | — | | | | | | (26 ) | | | | | | (23 ) | | |
Foreign currency translation adjustment
|
| | | | (26 ) | | | | | | 26 | | | | | | — | | | | | | — | | | | | | — | | |
Total comprehensive income/(loss) for the year
|
| | | | — | | | | | | (6,916 ) | | | | | | — | | | | | | (6,916 ) | | | | | | (6,389 ) | | |
Comprehensive loss
|
| | | | (6,916 ) | | | | | | 6,916 | | | | | | — | | | | | | — | | | | | | — | | |
Earnings per share | | | | | | | |||||||||||||||||||||||||
Basic earning per share (€)
|
| | | | (0.24 ) | | | | | | | | | | | | | | | | | | | | | | | | (0.22 ) | | |
Diluted earnings per share (€)
|
| | | | (0.24 ) | | | | | | | | | | | | | | | | | | | | | | | | (0.22 ) | | |
| | |
Reclassifications
(in $ thousands) |
| |||
Sales and Marketing
|
| | | | 123 | | |
Customer Service
|
| | | | 55 | | |
Technical operations and development costs
|
| | | | 3,275 | | |
General and administrative
|
| | | | 74 | | |
Total depreciation and amortization allocated
|
| | | | 3,527 | | |
| | |
Adjustment
(in $ thousands) |
| |||
Sales and marketing
|
| | | | (44 ) | | |
Customer service
|
| | | | (0 ) | | |
Technical operations and development costs
|
| | | | (3 ) | | |
General and administrative
|
| | | | (110 ) | | |
Total Adjustment
|
| | | | (157 ) | | |
|
|
Spark common stock outstanding as of September 22, 2017
(1)
|
| | | | 32,176,023 | | |
|
Add: Spark RSUs to be exchanged for New Spark Ordinary Shares
|
| | | | 157,678 | | |
|
Spark common stock to be exchanged for New Spark ADSs
|
| | | | 32,333,701 | | |
|
Multiplied by Adjustment Ratio
|
| | | | 0.1 | | |
|
New Spark ADSs to be issued, as converted
|
| | | | 3,233,370 | | |
|
Spark common stock per share price as of September 22, 2017, in USD
|
| | | $ | 1.25 | | |
|
USD to EUR exchange rate as of September 22, 2017
|
| | | | 0.8355 | | |
|
Spark common stock per share price as of September 22, 2017 converted to EUR
|
| | | € | 1.04 | | |
|
Divided by Adjustment Ratio
|
| | | | 0.1 | | |
|
Per share fair value of Spark common stock as of September 22, 2017
|
| | | € | 10.44 | | |
|
Fair value of New Spark ADSs to be issued pursuant to the Business Combination (in € thousands)
|
| | | € | 33,768 | | |
|
|
Total purchase price
|
| | | | 33,768 | | |
| Recognized amounts of identifiable assets acquired and liabilities assumed | | | | | | | |
|
Net book value of assets acquired
|
| | | | 20,964 | | |
|
Elimination of preexisting Spark capitalized software development costs
|
| | | | (3,959 ) | | |
|
Elimination of preexisting deferred tax liabilities related to historical intangible assets
|
| | | | 620 | | |
|
Elimination of preexisting Spark goodwill and other intangible assets
|
| | | | (12,801 ) | | |
|
Adjusted net book value of assets acquired
|
| | | | 4,824 | | |
|
Identifiable intangible assets at fair value
|
| | | | 8,375 | | |
|
Decrease deferred revenue to fair value
|
| | | | 982 | | |
|
Deferred tax adjustments
|
| | | | (2,221 ) | | |
|
Fair value of assets & liabilities assumed excluding goodwill
|
| | | | 11,960 | | |
|
Total goodwill
|
| | | | 21,808 | | |
|
Description
|
| |
December 31, 2016
(in € thousands) |
| |||
Deferred tax liability arising from the recognition of Spark’s intangible assets after completion of the Business Combination
|
| | | | 3,350 | | |
Elimination of historical deferred tax liabilities on Spark’s existing intangible assets at the time of the Business Combination
|
| | | | (620 ) | | |
Deferred tax asset arising from the deferred revenue adjustment
|
| | | | (1,129 ) | | |
Total adjustment to deferred tax liabilities
|
| | | | 1,601 | | |
|
Description
|
| |
Value
(in € thousands) |
| |
Balance Sheet Classification
|
| |||
Trade name Spark fair value
|
| | | | 5,178 | | | |
Licenses and domains
|
|
Less historical book value of Spark’s Licenses and domains
|
| | | | (2,290 ) | | | |
Licenses and domains
|
|
Subtotal
|
| | | | 2,888 | | | | ||
Customer relationships Spark fair value
|
| | | | 3,197 | | | |
Other intangible assets
|
|
Less historical book value of Spark’s Customer relationships
|
| | | | (513 ) | | | |
Other intangible assets
|
|
Subtotal
|
| | | | 2,684 | | | | ||
Total adjustment to identifiable intangible assets
|
| | | | 5,572 | | | | ||
|
Description
|
| |
Nine Months
Ended September 30, 2016 (in € thousands) |
| |||
Customer base amortization | | | |||||
Pro forma amortization expense recognized in Sales and Marketing Expenses resulting from initial recognition at fair value
|
| | | | (741 ) | | |
Income tax benefit from additional amortization expense
|
| | | | 247 | | |
Technology and R&D amortization | | | |||||
Pro forma amortization expense recognized Development Cost expense resulting from initial recognition at fair value
|
| | | | (542 ) | | |
Income tax benefit from additional amortization expense
|
| | | | 180 | | |
Brands and trademarks amortization | | | |||||
Pro forma amortization expense recognized Sales and Marketing expense resulting from initial recognition at fair value
|
| | | | (96 ) | | |
Income tax benefit from additional amortization expense
|
| | | | 32 | | |
Total amortization step up
|
| | | | (1,379 ) | | |
Total identifiable income tax benefit
|
| | | | 459 | | |
|
Description
|
| |
Adjustment and
income tax benefit (in € thousands) |
| |||
Deferred revenue adjustment (Note 7(a))
|
| | | | (109 ) | | |
Income tax benefit
|
| | | | 36 | | |
Intangible asset amortization step-up (Note 7(b))
|
| | | | (1,379 ) | | |
Income tax benefit
|
| | | | 459 | | |
Interest expense (Note 7(c))
|
| | | | (390 ) | | |
Income tax benefit
|
| | | | 130 | | |
Elimination of transaction-related expenses (Note 7(d))
|
| | | | 162 | | |
Income tax provision
|
| | | | (53 ) | | |
Total income tax benefit
|
| | | | 572 | | |
|
Description
|
| |
Estimated
Useful Life (in years) |
| |
Estimated
Fair Value (in € thousands) |
| |
Amortization
Expense for the year ended December 31, 2016 (in € thousands) |
| |||||||||
Customer relationships
|
| | | | 0.5 | | | | | | 210 | | | | | | (210 ) | | |
Customer relationships
|
| | | | 1 | | | | | | 105 | | | | | | (105 ) | | |
Customer relationships
|
| | | | 2 | | | | | | 238 | | | | | | (119 ) | | |
Customer relationships
|
| | | | 3 | | | | | | 419 | | | | | | (140 ) | | |
Customer relationships
|
| | | | 4 | | | | | | 2,225 | | | | | | (556 ) | | |
Subtotal: Amortization expense
|
| | | | | | | | | | | | | | | | (1,130 ) | | |
Less: Spark historical amortization in product cost of sales
|
| | | | | | | | | | | | | | | | 265 | | |
Total step-up in amortization expense
|
| | | | | | | | | | | | | | | | (865 ) | | |
|
Description
|
| |
Estimated Fair
Value (in € thousands) |
| |||
Deferred revenue adjustment (Note 7(f))
|
| | | | (982 ) | | |
Income tax benefit
|
| | | | 393 | | |
Elimination of depreciation expense (Note 7(g))
|
| | | | 1,320 | | |
Income tax provision
|
| | | | (528 ) | | |
Intangible asset amortization step-up (Note 7(h))
|
| | | | (865 ) | | |
Income tax benefit
|
| | | | 346 | | |
Total Income tax benefit
|
| | | | 211 | | |
|
| | |
Fiscal Year
|
| |||||||||
| | |
2016
|
| |
2015
|
| ||||||
North America
|
| | | € | 16,454 | | | | | € | 5,311 | | |
International
|
| | | | 59,763 | | | | | | 55,625 | | |
Reconciling Items
|
| | | | (2,726 ) | | | | | | (494 ) | | |
Revenue
|
| | | € | 73,491 | | | | | € | 60,442 | | |
|
Name, Position and Province/
State and Country of Residence |
| |
Member of the
Supervisory Board Since (or N/A) |
| |
Principal Occupation During the
Five Preceding Years |
|
Oliver Samwer | | | May 2010 | | | CEO of Rocket Internet SE | |
Martin Weber | | | August 2010 | | | Partner Holtzbrinck Ventures NM GmbH & Co. KG | |
Christian Vollmann | | | August 2013 | | | Private investor and founder of www.Nebenan.de and Mercutio GmbH | |
Jeronimo Folgueira | | | N/A | | | CEO of Affinitas GmbH | |
Michael Schrezenmaier | | | N/A | | | COO of Affinitas GmbH | |
Herbert Sablotny | | | N/A | | | CFO of Affinitas GmbH | |
| | |
High
|
| |
Low
|
| ||||||
2015 | | | | ||||||||||
First Quarter
|
| | | $ | 4.04 | | | | | $ | 3.31 | | |
Second Quarter
|
| | | $ | 4.07 | | | | | $ | 2.85 | | |
Third Quarter
|
| | | $ | 3.26 | | | | | $ | 2.83 | | |
Fourth Quarter
|
| | | $ | 4.00 | | | | | $ | 3.00 | | |
2016 | | | | ||||||||||
First Quarter
|
| | | $ | 3.82 | | | | | $ | 2.22 | | |
Second Quarter
|
| | | $ | 2.42 | | | | | $ | 1.41 | | |
Third Quarter
|
| | | $ | 1.97 | | | | | $ | 1.42 | | |
Fourth Quarter
|
| | | $ | 1.67 | | | | | $ | 0.84 | | |
2017 | | | | ||||||||||
First Quarter
|
| | | $ | 1.05 | | | | | $ | 0.85 | | |
Second Quarter
|
| | | $ | 1.15 | | | | | $ | 0.96 | | |
Third Quarter (through September 26, 2017)
|
| | | $ | 1.35 | | | | | $ | 0.88 | | |
| | |
Common Stock Beneficially Owned
|
| |||||||||
Name of Beneficial Owner
|
| |
Number of
Shares |
| |
Percentage of
Shares |
| ||||||
5% stockholders: | | | | ||||||||||
PEAK6 Investments, L.P.
(1)
|
| | | | 12,500,000 | | | | | | 31.5 % | | |
Lloyd I. Miller, III
(2)
|
| | | | 5,641,838 | | | | | | 17.5 % | | |
Osmium Partners, LLC
(3)
|
| | | | 3,809,350 | | | | | | 11.8 % | | |
402 Capital, LLC
(4)
|
| | | | 2,449,154 | | | | | | 7.6 % | | |
Spruce House Investment Management LLC
(5)
|
| | | | 2,175,000 | | | | | | 6.8 % | | |
Named Executive Officers and Directors: | | | | ||||||||||
John H. Lewis
(3)
|
| | | | 3,809,350 | | | | | | 11.8 % | | |
Ian V. Jacobs
(4)
|
| | | | 2,449,154 | | | | | | 7.6 % | | |
Robert W. O’Hare
(6)
|
| | | | 429,000 | | | | | | 1.3 % | | |
Michael J. McConnell
(7)
|
| | | | 251,431 | | | | | | * | | |
Walter L. Turek
(8)
|
| | | | 236,836 | | | | | | * | | |
Bradley J. Goldberg
(9)
|
| | | | 114,829 | | | | | | * | | |
Michael B. Brodsky
(10)
|
| | | | 101,132 | | | | | | * | | |
Jonathan R. Mather
(11)
|
| | | | 79,639 | | | | | | * | | |
Daniel M. Rosenthal
(12)
|
| | | | 10,000 | | | | | | * | | |
Michael S. Egan
(13)
|
| | | | 10,000 | | | | | | * | | |
David Budworth
|
| | | | — | | | | | | * | | |
John R. Volturo
|
| | | | — | | | | | | * | | |
Shailen Mistry
|
| | | | — | | | | | | * | | |
All current directors and executive officers as a group (10 persons)
(14)
|
| | | | 7,389,042 | | | | | | 22.4 % | | |
2016 in € thousands
|
| |
North America
|
| |
International
|
| |
Reconciling Items
|
| |
Total
|
| ||||||||||||
Revenue | | | | | 16,454 | | | | | | 59,763 | | | | | | (2,726 ) | | | | | | 73,491 | | |
Direct Marketing costs
|
| | | | (15,618 ) | | | | | | (38,056 ) | | | | | | 5,304 | | | | | | (48,370 ) | | |
Contribution after direct marketing costs
|
| | | | 836 | | | | | | 21,707 | | | | | | 2,578 | | | | | | 25,121 | | |
Cost of revenue: | | | | | | | | | | | | | | | | | | | | | | | | | |
Data center expenses
|
| | | | | | | | | | | | | | | | | | | | | | (726 ) | | |
Credit card fees
|
| | | | | | | | | | | | | | | | | | | | | | (1,471 ) | | |
Mobile application processing fees
|
| | | | | | | | | | | | | | | | | | | | | | (635 ) | | |
Gross Profit
|
| | | | | | | | | | | | | | | | | | | | | | 22,289 | | |
Other income
|
| | | | | | | | | | | | | | | | | | | | | | 126 | | |
Other operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Sales and marketing expenses
|
| | | | | | | | | | | | | | | | | | | | | | (3,919 ) | | |
Customer service expenses
|
| | | | | | | | | | | | | | | | | | | | | | (2,791 ) | | |
Technical operations and development expenses
|
| | | | | | | | | | | | | | | | | | | | | | (3,305 ) | | |
General and administrative expenses
|
| | | | | | | | | | | | | | | | | | | | | | (9,727 ) | | |
Operating profit
|
| | | | | | | | | | | | | | | | | | | | | | 2,673 | | |
Interest income and similar income
|
| | | | | | | | | | | | | | | | | | | | | | 157 | | |
Interest expense and similar charges
|
| | | | | | | | | | | | | | | | | | | | | | (425 ) | | |
Net finance expenses
|
| | | | | | | | | | | | | | | | | | | | | | (268 ) | | |
Income before taxes
|
| | | | | | | | | | | | | | | | | | | | | | 2,405 | | |
Income taxes
|
| | | | | | | | | | | | | | | | | | | | | | (1,082 ) | | |
Profit from continuing operations
|
| | | | | | | | | | | | | | | | | | | | | | 1,323 | | |
|
2015 in € thousands
|
| |
North America
|
| |
International
|
| |
Reconciling Items
|
| |
Total
|
| ||||||||||||
Revenue | | | | | 5,311 | | | | | | 55,625 | | | | | | (494 ) | | | | | | 60,442 | | |
Direct Marketing costs
|
| | | | (8,423 ) | | | | | | (38,886 ) | | | | | | 4,720 | | | | | | (42,589 ) | | |
Contribution after direct marketing costs
|
| | | | (3,112 ) | | | | | | 16,739 | | | | | | 4,226 | | | | | | 17,853 | | |
Cost of Revenue: | | | | | | | | | | | | | | | | | | | | | | | | | |
Data center expenses
|
| | | | | | | | | | | | | | | | | | | | | | (626 ) | | |
Credit card fees
|
| | | | | | | | | | | | | | | | | | | | | | (1,287 ) | | |
Mobile application processing fees
|
| | | | | | | | | | | | | | | | | | | | | | (128 ) | | |
Gross Profit
|
| | | | | | | | | | | | | | | | | | | | | | 15,812 | | |
Other income
|
| | | | | | | | | | | | | | | | | | | | | | 309 | | |
Other operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Sales and marketing expenses
|
| | | | | | | | | | | | | | | | | | | | | | (3,036 ) | | |
Customer service expenses
|
| | | | | | | | | | | | | | | | | | | | | | (2,357 ) | | |
Technical operations and development expenses
|
| | | | | | | | | | | | | | | | | | | | | | (3,849 ) | | |
General and administrative
|
| | | | | | | | | | | | | | | | | | | | | | (5,951 ) | | |
Operating Profit
|
| | | | | | | | | | | | | | | | | | | | | | 928 | | |
Interest income and similar income
|
| | | | | | | | | | | | | | | | | | | | | | 30 | | |
Interest expense and similar charges
|
| | | | | | | | | | | | | | | | | | | | | | (103 ) | | |
Net finance expenses
|
| | | | | | | | | | | | | | | | | | | | | | (73 ) | | |
Income before taxes
|
| | | | | | | | | | | | | | | | | | | | | | 855 | | |
Income taxes
|
| | | | | | | | | | | | | | | | | | | | | | (445 ) | | |
Profit from continuing operations
|
| | | | | | | | | | | | | | | | | | | | | | 410 | | |
|
| | |
Year ended December 31,
|
| |
Change
|
| ||||||||||||||||||
(in € thousands)
|
| |
2016
|
| |
2015
|
| |
€
|
| |
%
|
| ||||||||||||
Continuing operations | | | | | | ||||||||||||||||||||
Revenue | | | | | 73,491 | | | | | | 60,442 | | | | |
|
13,049
|
| | | |
|
21.6
%
|
| |
Cost of revenue
|
| | | | (51,202 ) | | | | | | (44,630 ) | | | | |
|
(6,572
)
|
| | | |
|
14.7
%
|
| |
Gross Profit
|
| | | | 22,289 | | | | | | 15,812 | | | | |
|
6,477
|
| | | |
|
41.0
%
|
| |
Other income
|
| | | | 126 | | | | | | 309 | | | | |
|
(183
)
|
| | | |
|
(59.2
)%
|
| |
Other operating expenses
|
| | | | (19,742 ) | | | | | | (15,193 ) | | | | |
|
(4,549
)
|
| | | |
|
29.9
%
|
| |
Sales and marketing expenses
|
| | | | (3,919 ) | | | | | | (3,036 ) | | | | |
|
(883
)
|
| | | |
|
29.1
%
|
| |
Customer service expenses
|
| | | | (2,791 ) | | | | | | (2,357 ) | | | | |
|
(434
)
|
| | | |
|
18.4
%
|
| |
Technical operations and development expenses
|
| | | | (3,305 ) | | | | | | (3,849 ) | | | | |
|
544
|
| | | |
|
(14.1
)%
|
| |
General and administrative expenses
|
| | | | (9,727 ) | | | | | | (5,951 ) | | | | |
|
(3,776
)
|
| | | |
|
63.5
%
|
| |
Operating profit
|
| | | | 2,673 | | | | | | 928 | | | | |
|
1,745
|
| | | |
|
188.0
%
|
| |
Interest income and similar income
|
| | | | 157 | | | | | | 30 | | | | |
|
127
|
| | | |
|
423.3
%
|
| |
Interest expense and similar charges
|
| | | | (425 ) | | | | | | (103 ) | | | | |
|
(322
)
|
| | | |
|
312.6
%
|
| |
Net finance expenses
|
| | | | (268 ) | | | | | | (73 ) | | | | |
|
(195
)
|
| | | |
|
267.1
%
|
| |
Income before taxes
|
| | | | 2,405 | | | | | | 855 | | | | |
|
1,550
|
| | | |
|
181.3
%
|
| |
Income taxes
|
| | | | (1,082 ) | | | | | | (445 ) | | | | |
|
(637
)
|
| | | |
|
143.1
%
|
| |
Profit from continuing operations
|
| | | | 1,323 | | | | | | 410 | | | | |
|
913
|
| | | |
|
222.7
%
|
| |
Discontinued operations | | | | | | ||||||||||||||||||||
Loss from discontinued operations, net of tax
|
| | | | (632 ) | | | | | | (959 ) | | | | |
|
327
|
| | | |
|
(34.1
)%
|
| |
(Loss)/profit for the period
|
| | | | 691 | | | | | | (549 ) | | | | |
|
1,240
|
| | | |
|
NM
|
| |
Other comprehensive income
|
| | | | — | | | | | | — | | | | |
|
—
|
| | | |
|
—
%
|
| |
Total comprehensive (loss)/income for the year
|
| | | | 691 | | | | | | (549 ) | | | | |
|
1,240
|
| | | |
|
NM
|
| |
|
| | |
12-months
ended December 31, 2016 |
| |
12-months
ended December 31, 2015 |
| |
6-months
ended June 30, 2017 |
| |
6-months
ended June 30, 2016 |
| ||||||||||||
# Registrations | | | | | | ||||||||||||||||||||
North America
|
| | | | 1,616,963 | | | | | | 759,351 | | | | | | 1,055,581 | | | | | | 738,207 | | |
International
|
| | | | 5,280,686 | | | | | | 5,081,606 | | | | | | 3,066,511 | | | | | | 2,615,848 | | |
Total # Registrations
|
| | | | 6,897,649 | | | | | | 5,840,957 | | | | | | 4,122,092 | | | | | | 3,354,055 | | |
Average Paying Subscriber | | | | | | ||||||||||||||||||||
North America
|
| | | | 46,453 | | | | | | 15,240 | | | | | | 69,953 | | | | | | 38,992 | | |
International
|
| | | | 270,823 | | | | | | 266,675 | | | | | | 294,872 | | | | | | 268,572 | | |
Total Average Paying Subscriber
|
| | | | 317,276 | | | | | | 281,915 | | | | | | 364,825 | | | | | | 307,565 | | |
Average monthly Net Revenue per Paying Subscriber
|
| | | | | ||||||||||||||||||||
North America
|
| | | € | 28.71 | | | | | € | 28.81 | | | | | € | 26.38 | | | | | € | 30.75 | | |
International
|
| | | € | 17.69 | | | | | € | 17.24 | | | | | € | 17.60 | | | | | € | 17.60 | | |
Total Average monthly Net Revenue per Paying Subscriber
|
| | | € | 19.30 | | | | | € | 17.87 | | | | | € | 19.28 | | | | | € | 19.27 | | |
|
| | |
Year Ended December 31,
|
| |||||||||
| | |
2015
|
| |
2016
|
| ||||||
| | |
(in thousands)
|
| |||||||||
Cash provided by operating activities
|
| | | € | 1,466 | | | | | € | 6,840 | | |
Cash used in investing activities
|
| | | | (419 ) | | | | | | (7,617 ) | | |
Cash provided by financing activities
|
| | | | — | | | | | | 5,854 | | |
Net increase in cash and cash equivalents
|
| | | € | 1,047 | | | | | € | 5,077 | | |
|
| | |
Payments Due by Period
|
| |||||||||||||||||||||||||||
| | |
Total
|
| |
Less Than
1 Year |
| |
1 – 3
Years |
| |
3 – 5
Years |
| |
More than
5 Years |
| |||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||||||||
Operating lease commitments
(1)
|
| | | € | 1,203 | | | | | € | 389 | | | | | € | 528 | | | | | € | 286 | | | | | € | — | | |
Long-Term Debt obligations
(2)
|
| | | | 7,157 | | | | | | 513 | | | | | | 6,644 | | | | | | — | | | | | | — | | |
Total
|
| | | € | 8,360 | | | | | € | 902 | | | | | € | 7,172 | | | | | € | 286 | | | | | € | — | | |
|
|
SPARK
|
| |
NEW SPARK
|
|
| Board of Directors / General Meeting: Administrative Board; New Spark Managing Directors | | |||
| The Spark Board, which is elected by Spark Stockholders, manages the business of Spark and is empowered to exercise all such powers and do all such acts that may be exercised or done by Spark, except as provided by law, the Spark Charter or the Spark Bylaws. | | | New Spark has a one-tier management and administrative system. The governing bodies of New Spark are the Administrative Board and the general meeting of stockholders (the “General Meeting”). The General Meeting only passes resolutions on those cases stipulated by law or the New Spark Articles. Among other things, it elects the members of the Administrative Board. The Administrative Board directs New Spark, establishes the general principles of its business and supervises their implementation. The New Spark Managing Directors are appointed by the Administrative Board. They manage New Spark by implementing the principles and guidelines established by the Administrative Board and in compliance with its instructions. | |
| Authorized Capital/Outstanding Stock | | |||
| Spark has an authorized share capital of 110,000,000 shares, of which 100,000,000 shares are common stock with a par value of $0.001 per share, and 10,000,000 shares are preferred stock with a par value of $0.001 per share (“Preferred Stock”). | | | As of the consummation of the Business Combination, in accordance with the Merger Agreement, the share capital of New Spark will amount to up to €1,317,378 (depending on the ultimate number of shares issued in connection with the Business Combination) and be divided into up to 1,317,378 (depending on the ultimate number of shares issued in connection with the Business Combination) registered no-par value shares. As of | |
|
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NEW SPARK
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| | | | the date hereof, the share capital of New Spark amounts to €120,000.00 and is divided into 120,000 registered no-par value shares. | |
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Under the Spark Charter, the Spark Board has the authority to issue shares of common stock from time to time and to issue one or more series of Preferred Stock with designations, powers and preferences, and relative, participating, optional or other rights, and qualifications, limitations or restrictions thereof. Spark may reissue shares of common stock or Preferred Stock that are redeemed, purchased, or otherwise acquired by Spark unless otherwise provided by law.
Spark’s common stock is listed on the NYSE American.
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The Administrative Board is authorized to increase New Spark’s share capital on one or more occasions on or before October 31, 2022, by not more than in total €658,689, in return for contributions in cash and/or in kind, by issuing new registered no-par value shares (authorized capital). The Administrative Board is authorized to define the further content of the stockholder rights and the terms and conditions for any new stock issuance. Further details in this regard are set out in the New Spark Articles.
Following the closing of the Business Combination, the New Spark ADSs are expected to be listed on the NYSE American.
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| Board Committees | | | ||
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The Spark Board may designate committees from among its members. To the extent permitted by law, each committee may exercise the powers of the Spark Board to the extent provided in the resolution of the Spark Board.
Spark currently has an Audit Committee, a Compensation Committee and a Nominating Committee.
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The Administrative Board may establish committees from among its members and, to the extent permitted by law, assign to the committees the responsibility to take decisions in place of the Administrative Board as a whole. Each committee shall have at least three members. The committee members shall be appointed for the period of office as a member of the Administrative Board.
New Spark expects to have a Presiding and Nominating Committee and an Audit Committee.
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| Voting | | | ||
| The Spark Stockholders collectively possess all voting power and each Spark Share has one vote. Each Spark Stockholder is entitled to one vote for each share of common stock held of record entitled to vote. At any meeting of stockholders at which a quorum is present, all matters, except as otherwise provided by the Spark Charter, Spark Bylaws or by law, shall be decided by the vote of a majority in voting interest of the stockholders present in person or by proxy and entitled to vote thereat and thereon. Under the DGCL, in general, the affirmative vote of a majority of the outstanding voting power of Spark entitled to vote on the matter is required to approve mergers and consolidations involving the incorporation (with certain exceptions), or the dissolution of Spark and the sale, lease or exchange of all or substantially all of the assets of Spark. | | |
The holders of New Spark Ordinary Shares may exercise their voting rights only in the General Meeting. One vote is afforded to each New Spark Ordinary Share.
A General Meeting shall only be validly constituted if at least one third of the share capital of New Spark is represented at the General Meeting of Shareholders. In case the General Meeting of Shareholders does not have the quorum, a further General Meeting of Shareholders with the same agenda shall be convened without undue delay, which shall be validly constituted regardless of the share capital of New Spark represented if the convocation explicitly points to such fact. Except as otherwise provided by mandatory provisions of statute or the New Spark Articles, resolutions of the General Meeting shall be adopted by simple majority of the votes cast and, if statutory law stipulates a capital majority besides the majority of votes, by simple majority of the share capital
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represented at the resolution. If not provided otherwise by mandatory provisions of statute, pursuant to the New Spark Articles, for amendments of the New Spark Articles a simple majority of votes cast suffices if at least half of the share capital is represented. If such quorum is not met, resolutions of the General Meeting regarding the amendment of the New Spark Articles require a majority of two thirds of the votes cast, unless statutory law provides for a higher majority.
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| Dividends | | | ||
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Under the DGCL, Spark may generally declare and pay a dividend out of its surplus, which consists of the excess of its net assets (i.e., its total assets minus its total liabilities) over its capital (i.e., the aggregate par value of issued shares or a greater amount as determined by a resolution of the Spark Board). If there is no such surplus, Spark may also declare and pay a dividend out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. However, a distribution out of net profits is not permitted if Spark’s capital is less than the aggregate amount of capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets, until the deficiency has been repaired.
Subject to the preferences applicable to Preferred Stock outstanding at any time, holders of common stock are entitled to receive such dividends, if any, as may be declared from time to time by the Spark Board out of assets or funds legally available for dividend payments.
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The General Meeting decides on the use of the accumulated retained earnings for each financial year according to New Spark’s annual financial statements as approved by the Administrative Board. In particular, the General Meeting may resolve to distribute a dividend per no-par value share out of the accumulated retained earnings. The General Meeting may resolve to make distributions in kind, in lieu of or in addition to cash distributions.
After expiration of a financial year, the Administrative Board may, in accordance with the requirements of Section 59 of the German Stock Corporation Act, pay to the stockholders an installment of the expected accumulated retained earnings.
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| Purchase of Shares | | | ||
| Under the DGCL, Spark may generally redeem or repurchase its shares out of its surplus, which consists of the excess of its net assets (i.e., its total assets minus its total liabilities) over its capital (i.e., the aggregate par value of issued shares or a greater amount as determined by a resolution of the Spark Board). If there is no such surplus, Spark may also redeem or repurchase out of capital any of its own shares that are entitled to a preference over another class of shares of stock in the event of a distribution of assets (whether by dividend or liquidation), or, if there is no stock outstanding entitled to such a preference, any of its own shares, in either case if such shares will be retired upon their acquisition and the capital of Spark reduced in accordance with the DGCL. | | | According to Section 71 of the German Stock Corporation Act, New Spark may acquire its own shares in particular, but not limited to, on the basis of an authorization by the General Meeting which may be granted for a maximum period of five years. The authorization must stipulate the lowest and the highest equivalent value for the shares as well as the maximum amount of the share capital up to which New Spark may acquire its own shares. Such amount, together with the shares already owned by New Spark, is limited to 10% of the share capital. Further details are set out in Section 71 of the German Stock Corporation Act. | |
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| Reserves | | | ||
| The Spark Board can set reserves at will. | | |
According to Section 150 of the German Stock Corporation Act, New Spark must establish statutory reserves (
gesetzliche Rücklage
) in the amount of 10% of the share capital. Capital reserves (
Kapitalrücklagen
) built up in accordance with the provisions of Section 272 para. 2 no. 1 to 3 of the German Commercial Code (
HGB
) count towards this threshold.
The statutory reserves and the abovementioned capital reserves may only be used for restricted purposes as set out in Section 150 of the German Stock Corporation Act. Voluntarily built up capital reserves within the meaning of Section 272 para. 2 no.4 HGB are not subject to such restrictions.
Other revenue reserves (
andere Gewinnrücklagen
) to which such restrictions do not apply can be established as follows:
If the Administrative Board approves the annual financial statements, then it may appropriate the annual profit for the year to other revenue reserves in whole or in part. The appropriation of more than half of the annual profit for the year is not admissible, however, if the other revenue reserves exceed half of the share capital or insofar as they would exceed half of the share capital following such appropriation. Those amounts which have to be appropriated to the statutory reserve and any accumulated deficit brought forward from the prior year have to be deducted from the annual profit for the year in advance.
Additionally, the General Meeting may resolve to allocate amounts out of the accumulated retained earnings to other revenue reserves when deciding on the use of the accumulated retained earnings.
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| Appraisal/Dissenters’ Rights | | | ||
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Under Delaware Law, if Spark participates in certain mergers or consolidations, a Spark Stockholder, may, in various circumstances, be entitled to the right of appraisal, by which the stockholder, after properly exercising such appraisal rights, will be entitled to receive in cash the fair market value of the shares held by such stockholder as determined by the Delaware Court of Chancery, in lieu of the consideration that would otherwise be received as a result of the Business Combination.
Under the DGCL, appraisal is not available with respect to shares that are listed on a national securities exchange or that are held by more than
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| | In case of certain structural measures involving New Spark (in particular, but not limited to, certain cases of a merger or spin-off involving New Spark as transferring entity under the German Transformation Act ( UmwG ), the conclusion of a domination and/or profit and loss transfer agreement with New Spark as dependent entity or the relocation of New Spark’s registered seat to another member state of the European Union), stockholders may be entitled to receive an adequate compensation in cash or in shares of another entity. The adequacy of the compensation may be reviewed by court upon motion of one or more stockholders | |
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| 2,000 stockholders of record. However, this exception does not apply if the holders of such shares are required by the terms of the Business Combination to accept for such shares anything other than shares of the surviving corporation, shares of any other corporation that would satisfy the exception’s listing or liquidity standards, cash in lieu of fractional shares or any combination of the preceding forms of consideration. | | |
in a special appraisal proceeding; the court may also determine a higher compensation.
Apart from that, each stockholder of New Spark may challenge the validity of any General Meeting’s resolution provided that such resolution violates statutory provisions or the provisions of the New Spark Articles in a relevant manner.
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| Preemptive Rights | | | ||
| Spark Stockholders do not have preemptive rights to acquire newly issued capital stock under the Spark Charter or the DGCL. | | |
As a rule, New Spark’s stockholders have statutory preemptive rights if New Spark issues new shares and/or uses treasury shares, that is, each stockholder has the right to receive new shares and/or treasury shares in proportion to his shareholding in New Spark prior to the issuance of the new shares and/or use of treasury shares. The stockholders’ preemptive rights may only be excluded by a stockholders’ resolution or by the Administrative Board on the basis of an authorization granted by a stockholders’ resolution, and provided that the statutory requirements and the requirements stipulated by the stockholders’ resolution and/or the authorization for the respective exclusion are complied with.
When utilizing the Authorized Capital 2017, the stockholders’ preemptive rights are or may be excluded under the following circumstances:
a)
The stockholders’ preemptive rights are excluded with respect to capital increases against cash contributions provided that the shares are issued, with reference to this provision at an issue price which is not substantially below the stock exchange price of the existing shares of New Spark and that the shares issued under this authorization for the exclusion of preemptive rights in total do not exceed 10% of the registered share capital;
b)
The stockholders’ preemptive rights are further excluded with respect to capital increases against contributions in cash and/or in kind, if the new shares, with reference to this provision, shall be issued in the context of employee participation and/or remuneration programs or instruments to employees of New Spark or companies controlled by New Spark or companies in which New Spark holds an (indirect) majority interest, or to New Spark Managing Directors and/or to members of the management of companies controlled by New Spark or companies in which New Spark holds an (indirect) majority interest or to third
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parties which transfer the economic property and/or the economic benefits from the shares to the mentioned persons. The shares issued under this authorization for the exclusion of preemptive rights may in total not exceed 10% of the registered share capital;
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c)
Furthermore, the Administrative Board is authorized, subject to the certain restrictions, to exclude the stockholders’ preemptive rights (also by combining such exclusions with an exclusion of preemptive rights according to a) and b) above and in certain other cases provided in the New Spark Articles.
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| Amendments to Spark Charter, New Spark Articles, Spark Bylaws and Rules of Procedure | | |||
| Under the DGCL, the Spark Board is required to approve any amendments to the Spark Charter and, with limited exceptions, must submit the amendments to stockholders for adoption. Under the DGCL, an amendment to the Spark Charter that has been approved by the Spark Board must generally be adopted by holders of a majority of the shares of outstanding stock entitled to vote thereon. Under the Spark Charter, the Spark Board is authorized to amend the Spark Bylaws. | | |
As a rule, the New Spark Articles may only be amended by resolution of the General Meeting. Pursuant to the New Spark Articles, the required majority for such resolution is simple majority of votes cast if at least half of the share capital is represented unless provided otherwise by mandatory provisions of statute (e.g., capital increase with exclusion of preemptive rights; in such case, a majority of three quarters is required).
The Administrative Board may amend the New Spark Articles provided that such amendment affects the wording only but not the sense or meaning thereof.
The Rules of Procedure may be amended by resolution of the Administrative Board.
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| Number of Directors | | | ||
| Under the Spark Bylaws, the number of directors shall not be less than two or more than nine. | | |
The Administrative Board comprises at least three members. Apart from that, the General Meeting shall determine the number of the Administrative Board members in accordance with the provisions of Section 23 paragraph 1 of the SEAG.
The Administrative Board shall appoint one or more New Spark Managing Directors. Members of the Administrative Board may be appointed as New Spark Managing Directors, provided that the non-executive members shall at all times constitute the majority of the Administrative Board members.
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| Election of Directors | | | ||
| Except in the case of vacancies, the directors shall be elected by the Spark Stockholders, and at each election, the persons receiving the greater number of votes, up to the number of directors then to be elected, shall be the persons then elected. | | | All members of the Administrative Board are elected by the General Meeting. Unless the General Meeting determines a shorter term, the members of the Administrative Board are elected for a term ending with the close of the General Meeting which | |
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| | | | resolves on the formal approval of their acts for the fourth fiscal year following the commencement of their term, not counting the year in which their term of office commences; provided that a term shall not be more than six years. Reappointments are permissible. | |
| | | | The New Spark Managing Directors are appointed by resolution of the Administrative Board. | |
| Removal of Board Members | | | ||
| Under the Spark Charter, subject to the rights of holders of any series of Preferred Stock, directors may be removed with or without cause by the holders of a majority of shares then entitled to vote. | | |
Members of the Administrative Board may be removed by resolution of the General Meeting at any time also prior to the end of their term of office. The respective resolution of the General Meeting requires a majority of the votes cast.
New Spark Managing Directors may be removed by resolution of the Administrative Board at any time without cause.
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| Vacancies on the Board of Directors | | | ||
| Vacancies are to be filled by the vote of the majority of the remaining directors, even if less than a quorum. Except as otherwise provided by law, the Spark Charter or the Spark Bylaws, each Spark Director will serve until the next succeeding annual meeting of stockholders and until his or her successor is elected and qualified. | | |
If an Administrative Board member withdraws from office or otherwise falls away prior to the end of the regular term of office, the General Meeting may elect a successor by way of by-election. Such by-elections shall be held for the remaining period of office of any member withdrawing from the Administrative Board unless the General Meeting determines a different term on the occasion of the election which, however, must not exceed the permitted maximum term of office for the Administrative Board members set forth in the New Spark Articles.
The General Meeting may also elect substitute members for members of the Administrative Board together with their election. If not stipulated otherwise in the election, the substitute members replace, in the order of their election, prematurely dropped out members of the Administrative Board which were elected by the same General Meeting. If a substitute member replaces a vacancy on the Administrative Board, such substitute member’s term ends, if after the substitution situation has occurred a successor for the vacant Administrative Board seat is elected by way of a by-election, with the close of the General Meeting in which the by-election is resolved on. If no such successor is elected, the substitute member’s term shall continue until the end of the remaining term of office of the dropped out Administrative Board member. If the term of office of the substitute member ends by by-election, the substitute member regains its
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previous office as substitute member for other members of the Administrative Board.
Furthermore, vacancies on the Administrative Board may be filled by court upon motion by, e.g., the Administrative Board. However, such appointment by court may, as a rule, absent an important reason for prior appointment, only be effected after three months of vacancy. In case the Administrative Board does not have a quorum, the court ruling may, upon request, be issued at any time without a waiting period.
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| Action by Written Consent | | | ||
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Spark Stockholders may not act by written consent.
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| | New Spark stockholders may not act by written consent apart from the possibility of postal voting in the context of General Meetings (for details, please see below). | |
| Annual Stockholders Meetings | | | ||
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Under the Spark Bylaws, annual meetings of the Spark Stockholders are held at such place, date and time as is designated by the Spark Board.
Written notice of each annual meeting of Spark Stockholders (and Special Meetings) must be given to Spark Stockholders not less than 10 days nor more than 60 days before the date of the meeting to each stockholder entitled to vote.
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According to the SE Regulation, New Spark shall hold a General Meeting at least once each calendar year, within six months after the end of the previous financial year. The General Meeting shall be held at New Spark’s registered office, at the location of a German stock exchange or at a place in Germany located within a 50 km radius of New Spark’s registered office or of the location of a German stock exchange. The General Meeting shall be convened by the Administrative Board or by any further persons authorized by law. To the extent statutory law does not provide for a shorter period, the period for convening the General Meeting is 36 days (not counting the day of the convocation and the day of the General Meeting) (for details, please see below).
Shareholders shall only be entitled to attend the General Meeting and exercise their voting rights at such meeting if they have registered in due time before the General Meeting in accordance with the following provisions: The registration shall be in text form in German or in English, or if provided for in the convocation, in another electronic form as further determined therein. The registration must be received by New Spark within the statutory time period at the address as communicated in the convocation. The statutory registration period ends six days prior to the General Meeting, not counting the day of the receipt of the registration by New Spark and the day of the General Meeting. In the convocation for the General Meeting, a shorter period of time to be calculated in days can instead be stipulated. be stipulated.
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| Advance Notice Requirements for Stockholder Nominations and Other Proposals | | |||
| Delaware Law and the Spark Bylaws provide that Spark Stockholders may request stockholder resolutions and director nominations to be voted upon at an annual meeting. The Spark Bylaws state that stockholders bringing proposals must provide notice to the secretary of Spark at Spark’s principal executive offices not earlier than the close of business on the 120th calendar day nor later than the close of business on the 90th calendar day prior to the anniversary of the previous year’s annual meeting. If the annual meeting has been moved more than 30 calendar days or after the anniversary of the previous year’s annual meeting, then the request must be delivered not earlier than the close of business on the 120th calendar day prior to such annual meeting and no later than the close of business on the later of either (i) the 90th calendar day prior to such annual meeting and (ii) the 10th calendar day after the day on which Spark first publicly announces the annual meeting. | | |
Stockholders whose aggregate shareholdings represent 5% of the share capital or the proportionate amount of €500,000.00 of the share capital (this corresponds to 500,000 no-par value shares) may request that additional items be put on the agenda and be published. Each new item of the agenda must also include a reason or a resolution proposal. The request must be addressed in writing to the Administrative Board and must be received by New Spark 30 days prior to the General Meeting (not counting the day of the receipt and the day of the General Meeting).
Additionally, every stockholder has the right, in the General Meeting to submit procedural motions, counter-motions to the proposals of the Administrative Board on specific agenda items as well as proposals regarding an election of Administrative Board members or auditors provided for in the agenda.
Counter-motions including a reason and election proposals (such election proposals do not require a reason) received by New Spark no later than 14 days prior to the General Meeting (not counting the day of the receipt and the day of the General Meeting), will be made available including the stockholder’s name, the reasoning and potential statements of the Administrative Board on New Spark’s website. However, New Spark may, under certain additional conditions further specified in Sections 126 and 127 of the German Stock Corporation Act, respectively, partially or completely refrain from making counter-motions or election proposals available or may summarize counter-motions or election proposals, respectively, and their reasoning.
Even if counter-motions and election proposals have been submitted to New Spark in advance, they will only be considered at the General Meeting if they are put forward by a stockholder at the General Meeting.
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| Special Meeting of Stockholders | | | ||
| Under the Spark Bylaws, Special Meetings of Spark Stockholders may be called at any time for any purpose by the Spark Board, Chairman of the Spark Board, the Chief Executive Officer, the President or stockholders owning at least 15% of the outstanding stock entitled to vote at such meeting by delivering a written request to the secretary of Spark, which request shall set forth the purpose(s) for which the meeting has been called. | | |
The Administrative Board may convene an extraordinary General Meeting at any time to pass resolutions on those cases stipulated by statute or in the New Spark Articles.
Shareholders whose aggregate shareholdings represent 5% of the share capital may request the convocation of a General Meeting. Such request must include the proposed agenda items of the
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Under the Spark Bylaws, the Spark Board may fix a date as the record date for determination of the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any other change, conversion or exchange of stock or for the purpose of any other lawful action other than to consent to corporate action in writing without a meeting. The record date must be not less than 10 nor more than 60 days before the date of the meeting, nor more than 60 days prior to the proposed action. If no record date is fixed, the record date shall be the close of business on the day on which the Spark Board shall adopt the resolution relating thereto. A determination of stockholders entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of such meeting; provided, however, that the Spark Board may fix a new record date for the adjourned meeting.
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General Meeting. The request must be addressed in writing to the Administrative Board.
As a rule, only those New Spark stockholders are entitled to attend the General Meeting and exercise the voting rights who are registered with New Spark’s share register as of the day of the General Meeting (and have registered for the General Meeting in due time). However, in the convocation to the General Meeting it may be determined that the last day of the registration period for the General Meeting (i.e., generally six days prior to the General Meeting not including the day of registration) shall be relevant for the determination of the shareholding in New Spark’s share register (the “technical record date”). Thus, if New Spark Ordinary Shares are acquired in the period after such technical record date until and including the day of General Meeting, the purchaser will generally not be entitled to attend the General Meeting and exercise the voting rights with respect to such acquired shares.
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| Quorum for Meetings of Stockholders | | | ||
| Under the Spark Bylaws, at any meeting of Spark Stockholders, the holders of a majority in voting interest of Spark Shares entitled to vote thereat, present in person or by proxy, shall constitute a quorum for the transaction of business, except as otherwise required by law. | | | As a rule, resolutions of the General Meeting do not require a quorum to be present at the General Meeting. However, in case of amendments of the New Spark Articles, at least half of the share capital must be represented at the General Meeting in order to adopt the respective stockholders’ resolution by simple majority (unless a higher majority is required by mandatory provisions of statute) (for details, please see above). | |
| Limitation of Personal Liability of Directors | | | ||
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The DGCL authorizes Spark to limit or eliminate, subject to certain exceptions, the personal liability of directors to Spark and its stockholders for monetary damages for breach of their fiduciary duties. Under the Spark Charter, a Spark director is not personally liable to Spark or the Spark Stockholders for monetary damages for any breach of fiduciary duty by such director as a director, except to the extent not permitted under the DGCL.
The Spark Charter and Spark Bylaws provide that Spark may maintain insurance to cover liabilities of Spark and any director or officer.
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Under German law, New Spark’s Administrative Board members and the New Spark Managing Directors are personally liable for damages to New Spark (but not to the stockholders) for any deliberate or negligent violation of their duties. This personal liability may not be excluded or limited by the New Spark Articles or otherwise.
Subject to statutory limitations, New Spark may take out financial loss liability insurance (D&O insurance) for members of the Administrative Board and the New Spark Managing Directors, under fair and usual terms and conditions, to cover legal liability arising from their activities on the Administrative Board and as New Spark Managing Directors, respectively.
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| Indemnification of Directors and Officers | | | ||
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The Spark Charter and Spark Bylaws provide that Spark will indemnify each person who is made a party to any action, suit or proceeding (civil, criminal, administrative, investigative or otherwise) by reason of the fact that they are a current or former director or officer or employee or is or was serving at the request of Spark as a director or officer of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, to the fullest extent allowed by Delaware Law.
Spark may, to the extent the Spark Board may authorize from time to time, grant rights to indemnification and to the advancement of expenses to any employee or agent of Spark to the fullest extent of the indemnification provisions applying to the indemnification and advancement of expenses of directors and officers of Spark.
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| | New Spark may not, as a general matter, indemnify its Administrative Board members and New Spark Managing Directors to the extent such indemnification is related to a breach of duty of care as a member of the Administrative Board or New Spark Managing Directors, respectively. It may, however, purchase directors’ and officers’ liability insurance. The insurance may be subject to any mandatory restrictions imposed by German law, including a deductible. However, New Spark may indemnify a member of the Administrative Board or New Spark Managing Directors to the extent such indemnification is not related to a breach of the respective duty of care. | |
| Conflict of Interest Transactions | | | ||
| According to the Spark Bylaws, each transaction, or if such individual transaction constitutes a part of a series of transactions, each series of transactions, proposed to be entered into between Spark, on the one hand, and any affiliate of Spark, on the other hand, must be approved by the Spark Board. Under the Spark Bylaws, “affiliate” means (i) any person that, directly or indirectly, controls or is controlled by or is under common control with Spark, (ii) any other person that owns, beneficially, directly or indirectly, twenty percent (20%) or more of the outstanding capital shares, shares or equity interests of Spark, or (iii) any officer or director of Spark. | | |
Transactions between New Spark or a company of New Spark and/or its affiliates on the one hand and New Spark Managing Director or persons or companies related with such New Spark Managing Director on the other hand unless New Spark is represented with respect to the transaction by the Administrative Board, require the approval of the Administrative Board.
Members of the Administrative Board and New Spark Managing Directors are bound to pursue New Spark’s best interests. No member of the Administrative Board or New Spark Managing Director may pursue his or her personal interest in its decisions or use for his or her personal benefit business opportunities intended for New Spark or a company of the group. All transactions between New Spark or a company of the group on the one hand and an Administrative Board member or New Spark Managing Director or persons or companies related with such person on the other hand shall comply with the usual standards for the industry and shall be undertaken on normal market terms. Pursuant to the Rules of Procedure, each member of the Administrative Board shall disclose to the Chairman of the Administrative Board conflicts of interest, especially those that may result from performing a consulting function or holding a board position for clients, suppliers, creditors or other business partners.
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| Information Rights and Rights of Inspections | | | ||
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Under Delaware Law, Spark is required to prepare, at least 10 days before a stockholders’ meeting, a list of stockholders entitled to vote at the meeting, arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. The list must be open to the examination of any stockholder for any purpose germane to the meeting for a period of at least 10 days before the meeting either (1) on a reasonably accessible electronic network or (2) during ordinary business hours, at the principal place of business of Spark. The list is also required to be made available for inspection during the stockholders meeting by any stockholder who is present.
Under Delaware Law, a Spark Stockholder has the right during normal business hours to inspect and make copies and extracts from Spark’s stock ledger, a list of Spark’s stockholders and other books and records of Spark, after making a written demand under oath stating the purpose for such inspection, so long as the purpose is reasonably related to the person’s interest as a Spark Stockholder.
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Under German law, a list of participants (
Teilnehmerverzeichnis
) has to be drawn up at any General Meeting including, in particular, the (company) name and place of residence/seat of the stockholders present or represented at the General Meeting and/or of the representatives of stockholders (if any). The list of participants has to be made available in the General Meeting to all participants prior to the first vote. Upon request, each stockholder may inspect such list of participants for a period of two years after the respective General Meeting.
German law does not permit New Spark’s stockholders to inspect corporate books and records. However, Section 131 of the German Stock Corporation Act provides each stockholder with a right to information at the General Meeting, to the extent that such information is necessary to permit a proper evaluation of the relevant item on the agenda or the respective information has been given to a stockholder prior to the General Meeting in its capacity as stockholder. The right to information is a right only to oral information. Information may be given in writing to stockholders, but under Section 131 of the German Stock Corporation Act they are neither entitled to receive written information nor to inspect documents.
Apart from that, New Spark is obliged to publish and make available information and documents as stipulated by European and German law (e.g. the publication of its annual financial statements or in preparation of resolutions of the General Meeting).
The notices of New Spark are published in the Federal Gazette (
Bundesanzeiger
), unless specified otherwise by law. Information to stockholders can also be conveyed by electronic means. The stockholders’ right pursuant to Sections 125 paragraph 2 and 128 paragraph 1 of the German Stock Corporation Act to receive notifications pursuant to Section 125 paragraph 1 of the German Stock Corporation Act is limited to transmission of the notifications via electronic communication. Irrespective of that, the Administrative Board remains entitled, but is not obliged, to use other forms of transmission, if and insofar this does not conflict with any statutory provisions.
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| Stockholder Suits | | | ||
| Under Delaware Law, Spark Stockholders may bring derivative actions on behalf of Spark to enforce the rights of Spark. Before bringing an action, the stockholder plaintiff is required to make a demand on the Spark Board to assert the claim, unless the stockholder is able to show that making such a demand would be futile. To maintain a derivative suit, a person must have been a stockholder at the time of the transaction that is the subject of the suit and must also generally maintain status as a stockholder throughout the duration of the suit. In certain circumstances, class action lawsuits are available to stockholders. | | |
Under German stock corporation law, any stockholder of a (European) stock corporation may file an action against the corporation challenging the validity of resolutions of the general meeting of stockholders based on a violation by the respective resolution of statutory law or the articles of association of the corporation. Generally, there is no quorum for such action and the action does not need to be based on a violation of individual rights of the claimant. However, subject to certain exceptions, only stockholders are entitled to such action who were stockholders already at the time of the convocation of the respective general meeting of stockholders and requested at the meeting that an objection to the respective stockholders’ resolution be included in the minutes of the meeting.
Claims of the corporation against the members of its management/supervisory bodies (i.e., administrative board members and managing directors), may generally only be pursued by the corporation itself. The corporation is obliged to pursue such claims upon demand of the general meeting of stockholders by resolution requiring a simple majority of the votes cast. Upon the motion of stockholders whose aggregate shareholdings amount to at least 10% of the share capital or 1 million Euro, a special representative will be appointed by court and authorized to represent the corporation for purposes of the pursuit of such claims. Furthermore, stockholders’ derivative suits for such claims may also be filed by stockholders whose aggregate shareholdings amount to at least 1% of the share capital or 100,000 Euro upon authorization by court. However, certain additional requirements for such authorization by a court apply: (i) the stockholders must provide evidence that they acquired the shares before they should have learned from a publication about the alleged breaches of duty or alleged damages, (ii) the stockholders must demonstrate that they requested in vain that the corporation file a law suit within an appropriate period of time, (iii) facts must exist that give reason to suspect that the corporation has suffered a loss as a result of improprieties or gross breaches of statutory provisions or articles of association and (iv) no predominate interest of the corporation exists which would prevent the assertion of the claim for damages.
|
|
|
SPARK
|
| |
NEW SPARK
|
|
| Stockholder Rights Plans | | | ||
| Spark currently has a stockholder rights plan in force that expired on July 9, 2017, pursuant to which each share of common stock has a “right” attached to it. The rights are not exercisable except upon the occurrence of certain takeover-related events, most importantly, the acquisition by a third party (the “Acquiring Person”) of more than 30% of Spark’s outstanding voting shares if the Acquiring Person has not concurrently made a tender offer to acquire all outstanding shares of common stock. Once triggered, the rights entitle the stockholders, other than the Acquiring Person, to purchase additional shares of common stock at a 50% discount to their fair market value. | | | N/A | |
Persons depositing or withdrawing shares or ADS
holders must pay: |
| |
For:
|
|
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs) | | | Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property | |
| | | Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates | |
$.05 (or less) per ADS | | | Any cash distribution to ADS holders | |
A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs | | | Distribution of securities distributed to holders of deposited securities (including rights) that are distributed by the depositary to ADS holders | |
$.05 (or less) per ADS per calendar year
|
| | Depositary services | |
Registration or transfer fees | | | Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares | |
Expenses of the depositary | | | Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement) | |
| | | converting foreign currency to U.S. dollars | |
Taxes and other governmental charges the depositary or the custodian has to pay on any ADSs or shares underlying ADSs, such as stock transfer taxes, stamp duty or withholding taxes | | | As necessary | |
Any charges incurred by the depositary or its agents for servicing the deposited securities | | | As necessary | |
| | |
Common Stock Beneficially Owned
|
| |||||||||
| | |
Number of
Shares |
| |
Percentage of
Shares |
| ||||||
Name of Beneficial Owner | | | | ||||||||||
5% stockholders: | | | | ||||||||||
Affinitas Phantom Share GmbH
(1)
|
| | | | 15,025 | | | | | | 28.17 % | | |
Rocket Internet SE
(1)(2)
|
| | | | 11,693 | | | | | | 21.93 | | |
Mercutio GmbH
(3)
|
| | | | 6,919 | | | | | | 12.97 | | |
Holtzbrinck Ventures NM GmbH & Co. KG
(4)
|
| | | | 6,239 | | | | | | 11.70 | | |
PDV Inter-Media Venture GmbH
(5)
|
| | | | 6,238 | | | | | | 11.70 | | |
Executive Officers and Directors: | | | | ||||||||||
Jeronimo Folgueira
|
| | | | — | | | | | | * | | |
Oliver Samwer
(1)(2)
|
| | | | — | | | | | | * | | |
Michael Schrezenmaier
(6)
|
| | | | 1,170 | | | | | | 2.15 | | |
Martin Weber
|
| | | | — | | | | | | * | | |
Christian Vollmann
(3)
|
| | | | 6,919 | | | | | | 12.97 | | |
Herbert Sablotny
|
| | | | — | | | | | | * | | |
All current directors and executive officers as a group (6 persons)
|
| | | | 8,089 | | | | | | 14.84 | | |
| | |
Page
|
||
| | | | F-3 | |
| | | | F-4 | |
| | | | F-5 | |
| | | | F-6 | |
| | | | F-7 | |
| | | | F-8 |
| | |
Page
|
| |||
Spark Networks, Inc. | | | |||||
| | | | F-54 | | | |
| | | | F-55 | | | |
| | | | F-56 | | | |
| | | | F-57 | | | |
| | | | F-58 | | | |
| | | | F-59 | | | |
| | | | F-88 | | | |
| | | | F-89 | | | |
| | | | F-90 | | | |
| | | | F-91 | | |
| | |
Page
|
| |||
| | | | F-106 | | | |
| | | | F-107 | | | |
| | | | F-109 | | | |
| | | | F-110 | | | |
| | | | F-111 | | | |
| | | | F-112 | | |
| | |
Page
|
| |||
| | | | F-129 | | | |
| | | | F-130 | | | |
| | | | F-131 | | | |
| | | | F-132 | | | |
| | | | F-133 | | | |
| | | | F-134 | | |
| | |
Note*
|
| |
January 1,
2015 |
| |
December 31,
2015 |
| |
December 31,
2016 |
| ||||||||||||
ASSETS | | | | | | ||||||||||||||||||||
Non-current assets
|
| | | | | | | | | | 11,176 | | | | | | 11,393 | | | | | | 20,141 | | |
Intangible assets
|
| | | | 6.1 | | | | | | 114 | | | | | | 83 | | | | | | 9,634 | | |
Internally generated software
|
| | | | | | | | | | — | | | | | | — | | | | | | 1,007 | | |
Licences and domains
|
| | | | | | | | | | 74 | | | | | | 60 | | | | | | 37 | | |
Brands and trademarks
|
| | | | | | | | | | — | | | | | | — | | | | | | 2,605 | | |
Purchased software
|
| | | | | | | | | | 40 | | | | | | 23 | | | | | | — | | |
Other intangible assets
|
| | | | | | | | | | — | | | | | | — | | | | | | 2,661 | | |
Goodwill
|
| | | | | | | | | | — | | | | | | — | | | | | | 3,324 | | |
Property, plant and equipment
|
| | | | 6.2 | | | | | | 133 | | | | | | 454 | | | | | | 485 | | |
Leasehold improvements
|
| | | | | | | | | | — | | | | | | 305 | | | | | | 245 | | |
Other and office equipment
|
| | | | | | | | | | 133 | | | | | | 149 | | | | | | 240 | | |
Other non-current financial assets
|
| | | | 6.4 | | | | | | — | | | | | | 3 | | | | | | 21 | | |
Deferred tax assets
|
| | | | 6.6 | | | | | | 10,929 | | | | | | 10,853 | | | | | | 10,001 | | |
Current assets
|
| | | | | | | | | | 7,420 | | | | | | 11,672 | | | | | | 17,127 | | |
Current trade and other receivables
|
| | | | | | | | | | 5,480 | | | | | | 8,685 | | | | | | 9,063 | | |
Trade receivables
|
| | | | 6.3 | | | | | | 2,613 | | | | | | 3,059 | | | | | | 4,272 | | |
Other financial current assets
|
| | | | 6.4 | | | | | | 1,907 | | | | | | 2,126 | | | | | | 2,489 | | |
Other assets
|
| | | | 6.5 | | | | | | 960 | | | | | | 3,500 | | | | | | 2,302 | | |
Cash and cash equivalents
|
| | | | 6.7 | | | | | | 1,940 | | | | | | 2,987 | | | | | | 8,064 | | |
TOTAL ASSETS
|
| | | | | | | | | | 18,596 | | | | | | 23,065 | | | | | | 37,268 | | |
SHAREHOLDER’S EQUITY AND LIABILITIES | | | | | | ||||||||||||||||||||
Shareholder’s equity
|
| | |
|
6.8
|
| | | | | (26,456 ) | | | | | | (26,405 ) | | | | | | (24,723 ) | | |
Subscribed capital
|
| | | | | | | | | | 25 | | | | | | 25 | | | | | | 25 | | |
Share-based payment reserve
|
| | | | 5.12 | | | | | | 668 | | | | | | 1,268 | | | | | | 2,259 | | |
Accumulated deficit
|
| | | | | | | | | | (27,149 ) | | | | | | (27,698 ) | | | | | | (27,007 ) | | |
Non-current liabilities
|
| | | | | | | | | | 26,448 | | | | | | 26,494 | | | | | | 33,161 | | |
Non-current borrowings
|
| | | | 6.9 | | | | | | — | | | | | | — | | | | | | 5,850 | | |
Other non-current provisions
|
| | | | 6.10 | | | | | | 38 | | | | | | 42 | | | | | | 17 | | |
Other non-current financial liabilities
|
| | | | 6.11 | | | | | | 26,280 | | | | | | 26,280 | | | | | | 26,280 | | |
Deferred tax liabilities
|
| | | | 6.13 | | | | | | — | | | | | | — | | | | | | 929 | | |
Non-current deferred Income
|
| | | | 6.15 | | | | | | 130 | | | | | | 172 | | | | | | 85 | | |
Current liabilities
|
| | | | | | | | | | 18,604 | | | | | | 22,976 | | | | | | 28,830 | | |
Current borrowings
|
| | | | 6.9 | | | | | | — | | | | | | — | | | | | | 5 | | |
Other current provisions
|
| | | | 6.10 | | | | | | 130 | | | | | | 147 | | | | | | 806 | | |
Current trade and other payables
|
| | | | | | | | | | 5,490 | | | | | | 7,778 | | | | | | 9,637 | | |
Trade payables
|
| | | | 8.1 | | | | | | 4,483 | | | | | | 5,410 | | | | | | 5,568 | | |
Other financial current liabilities
|
| | | | 6.11 | | | | | | 33 | | | | | | 40 | | | | | | 1,337 | | |
Other liabilities
|
| | | | 6.12 | | | | | | 974 | | | | | | 2,328 | | | | | | 2,732 | | |
Current income tax liabilities
|
| | | | 6.14 | | | | | | 189 | | | | | | 100 | | | | | | 335 | | |
Current deferred Income
|
| | | | 6.15 | | | | | | 12,795 | | | | | | 14,951 | | | | | | 18,047 | | |
TOTAL SHAREHOLDER’S EQUITY AND
LIABILITIES |
| | | | | | | | | | 18,596 | | | | | | 23,065 | | | | | | 37,268 | | |
| | | | | | | | |
Year ended December 31,
|
| |||||||||
| | |
Note*
|
| |
2015
|
| |
2016
|
| |||||||||
Continuing operations | | | | | |||||||||||||||
Revenue
|
| | | | 5.3 | | | | | | 60,442 | | | | | | 73,491 | | |
Cost of revenue
|
| | | | 5.4 | | | | | | (44,630 ) | | | | | | (51,202 ) | | |
Gross Profit
|
| | | | | | | | | | 15,812 | | | | | | 22,289 | | |
Other income
|
| | | | 5.5 | | | | | | 309 | | | | | | 126 | | |
Other operating expenses
|
| | | | | | | | | | (15,193 ) | | | | | | (19,742 ) | | |
Sales and marketing expenses
|
| | | | 5.6 | | | | | | (3,036 ) | | | | | | (3,919 ) | | |
Customer service expenses
|
| | | | 5.7 | | | | | | (2,357 ) | | | | | | (2,791 ) | | |
Technical operations and development expenses
|
| | | | 5.8 | | | | | | (3,849 ) | | | | | | (3,305 ) | | |
General and administrative expenses
|
| | | | 5.9 | | | | | | (5,951 ) | | | | | | (9,727 ) | | |
Operating profit
|
| | | | | | | | | | 928 | | | | | | 2,673 | | |
Interest income and similar income
|
| | | | | | | | | | 30 | | | | | | 157 | | |
Interest expense and similar charges
|
| | | | | | | | | | (103 ) | | | | | | (425 ) | | |
Net finance expenses
|
| | |
|
5.10
|
| | | | | (73 ) | | | | | | (268 ) | | |
Income before taxes
|
| | | | | | | | | | 855 | | | | | | 2,405 | | |
Income taxes
|
| | | | 5.13 | | | | | | (445 ) | | | | | | (1,082 ) | | |
Profit from continuing operations
|
| | | | | | | | | | 410 | | | | | | 1,323 | | |
Discontinued operations | | | | | |||||||||||||||
Loss from discontinued operations, net of tax
|
| | | | 5.2 | | | | |
|
(959
)
|
| | | |
|
(632
)
|
| |
(Loss)/profit for the period
|
| | | | | | | | | | (549 ) | | | | | | 691 | | |
Other comprehensive income
|
| | | | | | | | | | — | | | | | | — | | |
Total comprehensive (loss)/income for the period
|
| | | | | | | | | | (549 ) | | | | | | 691 | | |
Earnings per share | | | | | |||||||||||||||
Basic loss/earnings per share (€)
|
| | | | 5.14 | | | | | | (21.96 ) | | | | | | 27.64 | | |
Diluted loss/earnings per share (€)
|
| | | | 5.14 | | | | | | (21.96 ) | | | | | | 27.64 | | |
Earnings per share – continuing operations | | | | | |||||||||||||||
Basic earnings per share (€)
|
| | | | 5.14 | | | | | | 16.40 | | | | | | 52.92 | | |
Diluted earnings per share (€)
|
| | | | 5.14 | | | | | | 16.40 | | | | | | 52.92 | | |
|
| | |
Note*
|
| |
Subscribed
Capital |
| |
Share-based
Payment Reserve |
| |
Accumulated
Deficit |
| |
Total
Shareholder’s Equity |
| |||||||||||||||
January 1, 2015
|
| | |
|
6.8
|
| | | | | 25 | | | | | | 668 | | | | | | (27,149 ) | | | | | | (26,456 ) | | |
Net loss for the period
|
| | | | | | | | | | — | | | | | | — | | | | | | (549 ) | | | | | | (549 ) | | |
Other comprehensive income for the period after
tax |
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Comprehensive income for the period ended December 31, 2015
|
| | | | | | | | | | — | | | | | | — | | | | | | (549 ) | | | | | | (549 ) | | |
Share-based compensation
|
| | | | 5.12 | | | | | | — | | | | | | 600 | | | | | | — | | | | | | 600 | | |
Transactions with owners of the company
|
| | | | | | | | | | — | | | | | | 600 | | | | | | — | | | | | | 600 | | |
December 31, 2015
|
| | |
|
6.8
|
| | | | | 25 | | | | | | 1,268 | | | | | | (27,698 ) | | | | | | (26,405 ) | | |
Net income for the period
|
| | | | | | | | | | — | | | | | | — | | | | | | 691 | | | | | | 691 | | |
Other comprehensive income for the period after
tax |
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Comprehensive income for the period ended December 31, 2016
|
| | | | | | | | | | — | | | | | | — | | | | | | 691 | | | | | | 691 | | |
Share-based compensation
|
| | | | 5.12 | | | | | | — | | | | | | 991 | | | | | | — | | | | | | 991 | | |
Transactions with owners of the company
|
| | | | | | | | | | — | | | | | | 991 | | | | | | — | | | | | | 991 | | |
December 31, 2016
|
| | |
|
6.8
|
| | | | | 25 | | | | | | 2,259 | | | | | | (27,007 ) | | | | | | (24,723 ) | | |
|
| | | | | | | | |
Year ended December 31,
|
| |||||||||
| | |
Note*
|
| |
2015
|
| |
2016
|
| |||||||||
Comprehensive (loss)/income for the period
|
| | | | | | | | | | (549 ) | | | | | | 691 | | |
Non-cash items: | | | | | | | | | | ||||||||||
Depreciation of property, plant, and equipment
|
| | | | 6.2 | | | | | | 102 | | | | | | 251 | | |
Amortization of intangible assets
|
| | | | 6.1 | | | | | | 38 | | | | | | 1,027 | | |
Net finance expenses
|
| | | | 5.10 | | | | | | 73 | | | | | | 268 | | |
Foreign currency gains and losses
|
| | | | 5.10 | | | | | | (84 ) | | | | | | (139 ) | | |
Gain from the disposal of discontinued operations
|
| | | | 5.2 | | | | | | — | | | | | | (381 ) | | |
Gain/loss on disposal of tangible and intangible assets
|
| | | | 6.2 | | | | | | — | | | | | | 18 | | |
Share-based compensation expense
|
| | | | 5.12 | | | | | | 600 | | | | | | 991 | | |
Change in operating assets and liabilities: | | | | | | | | | | ||||||||||
Change in deferred income
|
| | | | 6.15 | | | | | | 2,198 | | | | | | 2,797 | | |
Changes in tax positions
|
| | | | 5.10 | | | | | | (13 ) | | | | | | 564 | | |
Change in provisions
|
| | | | 6.10 | | | | | | 21 | | | | | | 608 | | |
Changes in working capital
|
| | | | | | | | | ||||||||||
Change in current trade and other receivables
|
| | | | 6.3 | | | | | | (3,208 ) | | | | | | (477 ) | | |
Change in current trade and other payables
|
| | | | 8.1 | | | | | | 2,288 | | | | | | 751 | | |
Cash inflow from operating activities
|
| | | | | | | | | | 1,466 | | | | | | 6,969 | | |
Interest paid
|
| | | | | | | | | | — | | | | | | (129 ) | | |
Net Cash inflow from operating activities
|
| | | | | | | | | | 1,466 | | | | | | 6,840 | | |
Interest received
|
| | | | | | | | | | 11 | | | | | | — | | |
Expenditure for investments in intangible assets
|
| | | | 6.1 | | | | | | (7 ) | | | | | | (1,845 ) | | |
Expenditure for investments in property, plant and equipment
|
| | | | 6.2 | | | | | | (423 ) | | | | | | (147 ) | | |
Cash paid for business combinations, net of cash acquired
|
| | | | 3.2 | | | | | | — | | | | | | (5,643 ) | | |
Disposal of discontinued operations, net of cash disposed of
|
| | | | 5.2 | | | | | | — | | | | | | 18 | | |
Cash inflow from investing activities
|
| | | | | | | | | | (419 ) | | | | | | (7,617 ) | | |
Proceeds from shareholder loans
|
| | | | 6.9 | | | | | | — | | | | | | 5,850 | | |
Proceeds from bank loans
|
| | | | 6.9 | | | | | | — | | | | | | 4 | | |
Cash inflow from financing activities
|
| | | | | | | | | | — | | | | | | 5,854 | | |
| | | | | | | | | | ||||||||||
Change in cash and cash equivalents
|
| | | | | | | | | | 1,047 | | | | | | 5,077 | | |
Cash and cash equivalents as at January 1
|
| | | | | | | | | | 1,940 | | | | | | 2,987 | | |
Cash and cash equivalents as at December 31
|
| | | | | | | | | | 2,987 | | | | | | 8,064 | | |
Standard/interpretation
|
| | ||
IFRS 14 | | | Regulatory Deferral Accounts | |
IFRS 16 | | | Leases | |
IFRS 17 | | | Insurance contracts | |
Amendments to IAS 12 | | | Recognition of deferred tax assets for unrealised losses | |
Amendments to IAS 7 | | | Disclosure initiative | |
Amendments to IFRS 15 | | | Amendments to ‘Revenue from contracts with customers’ − Clarifications | |
Amendments to IFRS 2 | | | Clarifying share-based payment transactions | |
Amendments to IFRS 4 | | | Amendments regarding implementation of IFRS 9 | |
Annual Improvements | | | Annual improvements to IFRS standards 2014-2016 cycle | |
IFRIC 22 | | | Foreign currency transactions and advance consideration | |
Amendments to IAS 40 | | | Amendments regarding transfers of investment property | |
IFRIC 23 | | | Uncertainty over Income Tax Treatments | |
Entity
|
| |
Equity Share
January 1, 2015 |
| |
Equity Share
December 31, 2015 |
| |
Equity Share
December 31, 2016 |
| |||||||||
Top 10 Media UG (until December 29, 2016)
|
| | | | 100 % | | | | | | 100 % | | | | | | — | | |
Top 10 Advantage GmbH (until December 29, 2016)
|
| | | | 100 % | | | | | | 100 % | | | | | | — | | |
Samadhi SAS (acquired on September 30, 2016)
|
| | | | — | | | | | | — | | | | | | 100 % | | |
in € thousands
|
| |
Acquisition date
fair values |
| |||
Goodwill
|
| | | | 3,324 | | |
Intangible assets
|
| | | | 5,432 | | |
Property, plant and equipment
|
| | | | 137 | | |
Trade receivables
|
| | | | 11 | | |
Other financial assets
|
| | | | 91 | | |
Other non-financial assets
|
| | | | 218 | | |
Cash and cash equivalents
|
| | | | 2,357 | | |
Borrowings
|
| | | | (1 ) | | |
Other provisions
|
| | | | (30 ) | | |
Other non-financial liabilities
|
| | | | (225 ) | | |
Trade payables
|
| | | | (355 ) | | |
Deferred tax liabilities
|
| | | | (1,452 ) | | |
Deferred income
|
| | | | (212 ) | | |
Total
|
| | | | 9,295 | | |
|
2015 in € thousands
|
| |
North America
|
| |
International
|
| |
Reconciling
Items |
| |
Total
|
| ||||||||||||
Revenue
|
| | | | 5,311 | | | | | | 55,625 | | | | | | (494 ) | | | | | | 60,442 | | |
Direct Marketing costs
|
| | | | (8,423 ) | | | | | | (38,886 ) | | | | | | 4,720 | | | | | | (42,589 ) | | |
Contribution after direct marketing costs
|
| | | | (3,112 ) | | | | | | 16,739 | | | | | | 4,226 | | | | | | 17,853 | | |
Cost of Revenue | | | | | | ||||||||||||||||||||
Data center expenses
|
| | | | | | | | | | | | | | | | | | | | | | (626 ) | | |
Credit card fees
|
| | | | | | | | | | | | | | | | | | | | | | (1,287 ) | | |
Mobile application processing fees
|
| | | | | | | | | | | | | | | | | | | | | | (128 ) | | |
Gross Profit
|
| | | | | | | | | | | | | | | | | | | | | | 15,812 | | |
Other income
|
| | | | | | | | | | | | | | | | | | | | | | 309 | | |
Other operating expenses
|
| | | | | ||||||||||||||||||||
Sales and marketing expenses
|
| | | | | | | | | | | | | | | | | | | | | | (3,036 ) | | |
Customer service expenses
|
| | | | | | | | | | | | | | | | | | | | | | (2,357 ) | | |
Technical operations and development
expenses |
| | | | | | | | | | | | | | | | | | | | | | (3,849 ) | | |
General and administrative
|
| | | | | | | | | | | | | | | | | | | | | | (5,951 ) | | |
Operating Profit
|
| | | | | | | | | | | | | | | | | | | | | | 928 | | |
Interest income and similar income
|
| | | | | | | | | | | | | | | | | | | | | | 30 | | |
Interest expense and similar charges
|
| | | | | | | | | | | | | | | | | | | | | | (103 ) | | |
Net finance expenses
|
| | | | | | | | | | | | | | | | | | | | | | (73 ) | | |
Income before taxes
|
| | | | | | | | | | | | | | | | | | | | | | 855 | | |
Income taxes
|
| | | | | | | | | | | | | | | | | | | | | | (445 ) | | |
Profit from continuing operations
|
| | | | | | | | | | | | | | | | | | | | | | 410 | | |
|
2016 in € thousands
|
| |
North America
|
| |
International
|
| |
Reconciling
Items |
| |
Total
|
| ||||||||||||
Revenue
|
| | | | 16,454 | | | | | | 59,763 | | | | | | (2,726 ) | | | | | | 73,491 | | |
Direct Marketing costs
|
| | | | (15,618 ) | | | | | | (38,056 ) | | | | | | 5,304 | | | | | | (48,370 ) | | |
Contribution after direct marketing costs
|
| | | | 836 | | | | | | 21,707 | | | | | | 2,578 | | | | | | 25,121 | | |
Cost of revenue | | | | | | ||||||||||||||||||||
Data center expenses
|
| | | | | | | | | | | | | | | | | | | | | | (726 ) | | |
Credit card fees
|
| | | | | | | | | | | | | | | | | | | | | | (1,471 ) | | |
Mobile application processing fees
|
| | | | | | | | | | | | | | | | | | | | | | (635 ) | | |
Gross Profit
|
| | | | | | | | | | | | | | | | | | | | | | 22,289 | | |
Other income
|
| | | | | | | | | | | | | | | | | | | | | | 126 | | |
Other operating expenses
|
| | | | | ||||||||||||||||||||
Sales and marketing expenses
|
| | | | | | | | | | | | | | | | | | | | | | (3,919 ) | | |
Customer service expenses
|
| | | | | | | | | | | | | | | | | | | | | | (2,791 ) | | |
Technical operations and development expenses
|
| | | | | | | | | | | | | | | | | | | | |
|
(3,305
)
|
| |
General and administrative expenses
|
| | | | | | | | | | | | | | | | | | | | | | (9,727 ) | | |
Operating profit
|
| | | | | | | | | | | | | | | | | | | | | | 2,673 | | |
Interest income and similar income
|
| | | | | | | | | | | | | | | | | | | | | | 157 | | |
Interest expense and similar charges
|
| | | | | | | | | | | | | | | | | | | | | | (425 ) | | |
Net finance expenses
|
| | | | | | | | | | | | | | | | | | | | | | (268 ) | | |
Income before taxes
|
| | | | | | | | | | | | | | | | | | | | | | 2,405 | | |
Income taxes
|
| | | | | | | | | | | | | | | | | | | | | | (1,082 ) | | |
Profit from continuing operations
|
| | | | | | | | | | | | | | | | | | | | | | 1,323 | | |
|
Revenue in € thousands
|
| |
2015
|
| |
2016
|
| ||||||
Germany
|
| | | | 6,084 | | | | | | 5,326 | | |
Foreign countries: | | | | ||||||||||
France
|
| | | | 10,878 | | | | | | 12,655 | | |
USA
|
| | | | 1,117 | | | | | | 10,176 | | |
UK
|
| | | | 5,621 | | | | | | 7,154 | | |
Other countries
|
| | | | 36,742 | | | | | | 38,181 | | |
| | | | | 60,442 | | | | | | 73,491 | | |
|
Non-current assets in € thousands
|
| |
January 1,
2015 |
| |
December 31,
2015 |
| |
December 31,
2016 |
| |||||||||
Germany
|
| | | | 247 | | | | | | 537 | | | | | | 1,790 | | |
Foreign countries: | | | | | |||||||||||||||
France
|
| | | | — | | | | | | — | | | | | | 8,328 | | |
Other countries
|
| | | | — | | | | | | — | | | | | | — | | |
| | | | | 247 | | | | | | 537 | | | | | | 10,118 | | |
|
in € thousands
|
| |
Note
|
| |
2015
|
| |
2016
|
| |||||||||
Revenue
|
| | | | | | | | | | 2,734 | | | | | | 3,667 | | |
Expenses
|
| | | | | | | | | | (4,067 ) | | | | | | (5,168 ) | | |
Results from operating activities
|
| | | | | | | | | | (1,333 ) | | | | | | (1,501 ) | | |
Income tax
|
| | | | | | | | | | 374 | | | | | | 488 | | |
Results from operating activities, net of tax
|
| | | | | | | | | | (959 ) | | | | | | (1,013 ) | | |
Gain on sale of discontinued operation
|
| | | | | | | | | | 0 | | | | | | 381 | | |
Profit (loss) from discontinued operations, net of tax
|
| | | | | | | | | | (959 ) | | | | | | (632 ) | | |
Earnings per share - discontinued operations | | | | | |||||||||||||||
Basic loss per share (€)
|
| | | | 5.14 | | | | | | (38.36 ) | | | | | | (25.28 ) | | |
Diluted loss per share (€)
|
| | | | 5.14 | | | | | | (38.36 ) | | | | | | (25.28 ) | | |
|
in € thousands
|
| |
Note
|
| |
2015
|
| |
2016
|
| ||||||
Net cash from operating activities
|
| | | | | | | (879 ) | | | | | | (635 ) | | |
Net cash from investing activities
|
| | | | | | | — | | | | | | 18 | | |
Net cash flows for the year
|
| | | | | | | (879 ) | | | | | | (617 ) | | |
|
in € thousands
|
| |
Note
|
| |
2016
|
| ||||||
Property, plant and equipment
|
| | | | 6.2 | | | | | | (7 ) | | |
Trade and other receivables
|
| | | | 6.3 | | | | | | (402 ) | | |
Cash and cash equivalents
|
| | | | 6.7 | | | | | | (232 ) | | |
Current trade and other payables
|
| | | | 6.11/6.12 | | | | | | 768 | | |
Provisions
|
| | | | 6.10 | | | | | | 4 | | |
Net liabilities
|
| | | | | | | | | | 131 | | |
Consideration received, satisfied in cash
|
| | | | | | | | | | 250 | | |
Cash and cash equivalents disposed of
|
| | | | | | | | | | (232 ) | | |
Net cash inflows
|
| | | | | | | | | | 18 | | |
|
| | |
Year ended
December 31, |
| |||||||||
in € thousands
|
| |
2015
|
| |
2016
|
| ||||||
Direct Marketing costs
|
| | | | 42,589 | | | | | | 48,370 | | |
Credit card fees
|
| | | | 1,287 | | | | | | 1,471 | | |
Data center expenses
|
| | | | 626 | | | | | | 726 | | |
Mobile application processing fees
|
| | | | 128 | | | | | | 635 | | |
Total cost of revenue
|
| | | | 44,630 | | | | | | 51,202 | | |
|
| | |
Year ended
December 31, |
||||||||
in € thousands
|
| |
2015
|
| |
2016
|
|||||
Repayments and reimbursements
|
| | | | 78 | | | | | | 74 |
Other income
|
| | | | 231 | | | | | | 52 |
Total other income
|
| | | | 309 | | | | | | 126 |
|
| | |
Year ended
December 31, |
| |||||||||
in € thousands
|
| |
2015
|
| |
2016
|
| ||||||
Personnel
|
| | | | 2,343 | | | | | | 2,795 | | |
Depreciation and amortization
|
| | | | 31 | | | | | | 741 | | |
Other
|
| | | | 559 | | | | | | 260 | | |
Office expenses
|
| | | | 103 | | | | | | 123 | | |
Total sales and marketing expenses
|
| | | | 3,036 | | | | | | 3,919 | | |
|
| | |
Year ended
December 31, |
| |||||||||
in € thousands
|
| |
2015
|
| |
2016
|
| ||||||
Personnel
|
| | | | 1,747 | | | | | | 1,651 | | |
Third-party services
|
| | | | 450 | | | | | | 965 | | |
Office expenses
|
| | | | 107 | | | | | | 109 | | |
Depreciation and amortization
|
| | | | 35 | | | | | | 53 | | |
Other
|
| | | | 18 | | | | | | 13 | | |
Total customer service expenses
|
| | | | 2,357 | | | | | | 2,791 | | |
|
| | |
Year ended
December 31, |
| |||||||||
in € thousands
|
| |
2015
|
| |
2016
|
| ||||||
Personnel
|
| | | | 3,436 | | | | | | 3,531 | | |
Depreciation and amortization
|
| | | | 35 | | | | | | 445 | | |
Data processing costs
|
| | | | 270 | | | | | | 353 | | |
Office expenses
|
| | | | 105 | | | | | | 114 | | |
Other
|
| | | | 3 | | | | | | 48 | | |
Capitalized development costs
|
| | | | — | | | | | | (1,186 ) | | |
Total technical operations and development expenses
|
| | | | 3,849 | | | | | | 3,305 | | |
|
| | |
Year ended
December 31, |
| |||||||||
in € thousands
|
| |
2015
|
| |
2016
|
| ||||||
Provisions for bad debts, write-offs, and uncollectible amounts
|
| | | | 2,206 | | | | | | 4,073 | | |
Personnel costs
|
| | | | 2,365 | | | | | | 3,365 | | |
Restructuring costs
|
| | | | — | | | | | | 642 | | |
Legal, consulting, bookkeeping and auditing costs
|
| | | | 650 | | | | | | 479 | | |
Other expenses
|
| | | | 232 | | | | | | 246 | | |
Third party services
|
| | | | 171 | | | | | | 238 | | |
Recruiting costs
|
| | | | 88 | | | | | | 182 | | |
Acquisition related costs
|
| | | | — | | | | | | 162 | | |
Office expenses
|
| | | | 101 | | | | | | 120 | | |
Travel costs
|
| | | | 26 | | | | | | 62 | | |
Depreciation and amortization
|
| | | | 20 | | | | | | 36 | | |
Telecommunication
|
| | | | 36 | | | | | | 33 | | |
Training
|
| | | | 28 | | | | | | 30 | | |
Insurances
|
| | | | 28 | | | | | | 29 | | |
Repairs & maintenance
|
| | | | — | | | | | | 18 | | |
Licences
|
| | | | — | | | | | | 12 | | |
Total general and administrative expenses
|
| | | | 5,951 | | | | | | 9,727 | | |
|
| | |
Year ended
December 31, |
| |||||||||
in € thousands
|
| |
2015
|
| |
2016
|
| ||||||
Currency translation gains
|
| | | | 19 | | | | | | 157 | | |
Interest income and similar income
|
| | | | 11 | | | | | | — | | |
Interest income resulting from discounting of provisions
|
| | | | — | | | | | | — | | |
Interest expense for non-current liabilities
|
| | | | — | | | | | | (129 ) | | |
Currency translation losses
|
| | | | (103 ) | | | | | | (296 ) | | |
Net finance expenses
|
| | | | (73 ) | | | | | | (268 ) | | |
|
| | |
Year ended
December 31, |
| |||||||||
in € thousands
|
| |
2015
|
| |
2016
|
| ||||||
Wages and salaries
|
| | | | 7,778 | | | | | | 8,683 | | |
Social security contribution
|
| | | | 1,615 | | | | | | 1,763 | | |
Equity-settled share-based payments
|
| | | | 600 | | | | | | 991 | | |
Termination benefits
|
| | | | 16 | | | | | | 765 | | |
Other employee benefits
|
| | | | 56 | | | | | | 65 | | |
Total employee benefits
|
| | | | 10,065 | | | | | | 12,267 | | |
|
| | |
Year ended
December 31, |
| |||||||||
in € thousands
|
| |
2015
|
| |
2016
|
| ||||||
Cost of sales
|
| | | | 175 | | | | | | 283 | | |
Sales and marketing expenses
|
| | | | 2,343 | | | | | | 2,795 | | |
Customer service expenses
|
| | | | 1,747 | | | | | | 1,651 | | |
Technical operations and development expenses
|
| | | | 3,435 | | | | | | 3,531 | | |
General and administrative expenses
|
| | | | 2,365 | | | | | | 4,007 | | |
Total employee benefits
|
| | | | 10,065 | | | | | | 12,267 | | |
|
| | |
2015
|
| |
2016
|
| ||||||||||||||||||
| | |
Weighted
Average Exercise Price |
| |
Number of
Options |
| |
Weighted
Average Exercise Price |
| |
Number of
Options |
| ||||||||||||
Outstanding at 1 January
|
| | | | 1 | | | | | | 1,170 | | | | | | 878 | | | | | | 3,507 | | |
Granted during the year
|
| | | | 1,317 | | | | | | 2,337 | | | | | | 1,260 | | | | | | 1,947 | | |
Forfeited during the year
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Outstanding at 31 December
|
| | | | 878 | | | | | | 3,507 | | | | | | 1,014 | | | | | | 5,454 | | |
| | |
2015
|
| |
2016
|
| ||||||||||||||||||
Expiry date
|
| |
Exercise
Price |
| |
Number of
Options |
| |
Exercise
Price |
| |
Number of
Options |
| ||||||||||||
Not defined (grant in 2013)
|
| | | | 1 | | | | | | 1,170 | | | | | | 1 | | | | | | 1,170 | | |
September – October 2025
|
| | | | 917 | | | | | | 880 | | | | | | 917 | | | | | | 880 | | |
September – October 2025
|
| | | | 1,376 | | | | | | 880 | | | | | | 1,376 | | | | | | 880 | | |
September – October 2025
|
| | | | 1,835 | | | | | | 577 | | | | | | 1,835 | | | | | | 577 | | |
January – July 2026
|
| | | | — | | | | | | — | | | | | | 917 | | | | | | 550 | | |
January – July 2026
|
| | | | — | | | | | | — | | | | | | 1,091 | | | | | | 487 | | |
May 2026
|
| | | | — | | | | | | — | | | | | | 1,376 | | | | | | 550 | | |
May 2026
|
| | | | — | | | | | | — | | | | | | 1,835 | | | | | | 360 | | |
Outstanding at 31 December
|
| | | | | | | | | | 3,507 | | | | | | | | | | | | 5,454 | | |
| | |
2015
|
| |
2016
|
|
Share price M&A Scenario (€)
|
| |
211 – 729
|
| |
291 – 380
|
|
Share price IPO Scenario (€)
|
| |
1,570 – 1,647
|
| |
1,289 – 1,381
|
|
Weighted average option exercise price (€)
|
| |
1,317
|
| |
1,260
|
|
Volatility
|
| |
34.3% - 35.1%
|
| |
35.9% - 37.9%
|
|
Expected life
|
| |
2.0 -3.3 years
|
| |
1.0 – 2.8 years
|
|
Dividend yield
|
| |
0%
|
| |
0%
|
|
Risk-free rate
|
| |
(0.261%) - (0.184%)
|
| |
(0.743%) - (0.462%)
|
|
Weighted-average option fair value (€)
|
| |
445
|
| |
324
|
|
Fair value per Option (€)
|
| |
198 – 731
|
| |
271 – 383
|
|
| | |
Year ended
December 31, |
| |||||||||
in € thousands
|
| |
2015
|
| |
2016
|
| ||||||
Current income tax
|
| | | | (369 ) | | | | | | (752 ) | | |
Current income tax expenses (-) / income (+)
|
| | | | (374 ) | | | | | | (752 ) | | |
Adjustments for current income tax from prior periods
|
| | | | 5 | | | | | | — | | |
Deferred tax
|
| | | | (76 ) | | | | | | (330 ) | | |
Deferred taxes from the origination and reversal of temporary differences
|
| | | | 31 | | | | | | 211 | | |
Deferred taxes on tax losses carryforward
|
| | | | (107 ) | | | | | | (541 ) | | |
Total
|
| | | | (445 ) | | | | | | (1,082 ) | | |
|
| | |
Year ended
December 31, |
| |||||||||
in € thousands
|
| |
2015
|
| |
2016
|
| ||||||
Income before tax from continuous operations
|
| | | | 858 | | | | | | 2,413 | | |
Tax rate of the Group in %
|
| | | | 30 | | | | | | 30 | | |
Expected tax expense (-) / income (+)
|
| | | | (259 ) | | | | | | (728 ) | | |
Tax effect of: | | | | ||||||||||
Differences in applicable tax rate
|
| | | | — | | | | | | 50 | | |
Share-based payment arrangements
|
| | | | (180 ) | | | | | | (297 ) | | |
Taxes from prior years
|
| | | | 5 | | | | | | — | | |
Trade tax additions and deductions
|
| | | | (4 ) | | | | | | (9 ) | | |
Sundry items
|
| | | | (7 ) | | | | | | (98 ) | | |
Effective tax expense
|
| | | | (445 ) | | | | | | (1,082 ) | | |
|
in € thousands
|
| |
January 1,
2015 |
| |
December 31,
2015 |
| |
December 31,
2016 |
| |||||||||
Deferred tax assets (“DTA”)
|
| | | | 10,929 | | | | | | 10,853 | | | | | | 10,001 | | |
Deferred tax liabilities (“DTL”)
|
| | | | — | | | | | | — | | | | | | 929 | | |
| | |
January 1,
2015 |
| |
December 31,
2015 |
| |
December 31,
2016 |
| |||||||||||||||||||||||||||
in € thousands
|
| |
DTA
|
| |
DTL
|
| |
DTA
|
| |
DTL
|
| |
DTA
|
| |
DTL
|
| ||||||||||||||||||
Intangible assets
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,962 | | |
Property, plant and equipment
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Financial assets
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Receivables and other assets
|
| | | | 189 | | | | | | — | | | | | | 175 | | | | | | — | | | | | | 303 | | | | | | — | | |
Cash
|
| | | | 2 | | | | | | — | | | | | | 27 | | | | | | — | | | | | | 16 | | | | | | — | | |
Liabilities
|
| | | | — | | | | | | — | | | | | | 8 | | | | | | — | | | | | | — | | | | | | 54 | | |
Provisions
|
| | | | 8 | | | | | | — | | | | | | 17 | | | | | | — | | | | | | 19 | | | | | | — | | |
Deferred income
|
| | | | 5 | | | | | | — | | | | | | 9 | | | | | | — | | | | | | 115 | | | | | | 36 | | |
Other
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Tax losses carryforward
|
| | | | 10,725 | | | | | | — | | | | | | 10,617 | | | | | | — | | | | | | 10,671 | | | | | | — | | |
Total, gross
|
| | | | 10,929 | | | | | | — | | | | | | 10,853 | | | | | | — | | | | | | 11,124 | | | | | | 2,052 | | |
Set off of deferred tax
|
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,123 | | | | | | 1,123 | | |
Total, net
|
| | | | 10,929 | | | | | | — | | | | | | 10,853 | | | | | | — | | | | | | 10,001 | | | | | | 929 | | |
|
in € thousands
|
| |
Internally
generated software |
| |
Licences and
domains |
| |
Brands and
trademarks |
| |
Purchased
software |
| |
Other
intangible assets |
| |
Goodwill
|
| |
Total
|
| |||||||||||||||||||||
Purchase costs | | | | | | | | | |||||||||||||||||||||||||||||||||||
January 1, 2015
|
| | | | — | | | | | | 119 | | | | | | — | | | | | | 50 | | | | | | — | | | | | | — | | | | | | 169 | | |
Additions
|
| | | | | | | | | | 7 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7 | | |
Disposals
|
| | | | — | | | | | | (5 ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (5 ) | | |
December 31, 2015
|
| | | | — | | | | | | 121 | | | | | | — | | | | | | 50 | | | | | | — | | | | | | — | | | | | | 171 | | |
Acquired
|
| | | | — | | | | | | 1 | | | | | | 2,551 | | | | | | — | | | | | | 2,880 | | | | | | 3,324 | | | | | | 8,756 | | |
Additions
|
| | | | 1,186 | | | | | | — | | | | | | 91 | | | | | | — | | | | | | 568 | | | | | | — | | | | | | 1,845 | | |
Disposals
|
| | | | — | | | | | | — | | | | | | — | | | | | | (50 ) | | | | | | — | | | | | | — | | | | | | (50 ) | | |
December 31, 2016
|
| | | | 1,186 | | | | | | 122 | | | | | | 2,642 | | | | | | — | | | | | | 3,448 | | | | | | 3,324 | | | | | | 10,722 | | |
Accumulated amortization and
impairment |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
January 1, 2015
|
| | | | — | | | | | | 45 | | | | | | — | | | | | | 10 | | | | | | — | | | | | | — | | | | | | 55 | | |
Additions
|
| | | | — | | | | | | 21 | | | | | | — | | | | | | 17 | | | | | | — | | | | | | — | | | | | | 38 | | |
Disposals
|
| | | | — | | | | | | (5 ) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (5 ) | | |
December 31, 2015
|
| | | | — | | | | | | 61 | | | | | | — | | | | | | 27 | | | | | | — | | | | | | — | | | | | | 88 | | |
Additions
|
| | | | 179 | | | | | | 24 | | | | | | 37 | | | | | | — | | | | | | 787 | | | | | | — | | | | | | 1,027 | | |
Disposals
|
| | | | — | | | | | | — | | | | | | — | | | | | | (27 ) | | | | | | — | | | | | | — | | | | | | (27 ) | | |
December 31, 2016
|
| | | | 179 | | | | | | 85 | | | | | | 37 | | | | | | — | | | | | | 787 | | | | | | — | | | | | | 1,088 | | |
Remaining carrying amount | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
January 1, 2015
|
| | | | — | | | | | | 74 | | | | | | — | | | | | | 40 | | | | | | — | | | | | | — | | | | | | 114 | | |
December 31, 2015
|
| | | | — | | | | | | 60 | | | | | | — | | | | | | 23 | | | | | | — | | | | | | — | | | | | | 83 | | |
December 31, 2016
|
| | | | 1,007 | | | | | | 37 | | | | | | 2,605 | | | | | | — | | | | | | 2,661 | | | | | | 3,324 | | | | | | 9,634 | | |
|
in € thousands
|
| |
Leasehold
improvement |
| |
Other and office
equipment |
| |
Total
|
| |||||||||
Purchase costs | | | | | | | | | | | | | | | | | | | |
January 1, 2015
|
| | | | — | | | | | | 500 | | | | | | 500 | | |
Additions
|
| | | | 305 | | | | | | 118 | | | | | | 423 | | |
Disposals
|
| | | | — | | | | | | (48 ) | | | | | | (48 ) | | |
December 31, 2015
|
| | | | 305 | | | | | | 570 | | | | | | 875 | | |
Acquired
|
| | | | — | | | | | | 137 | | | | | | 137 | | |
Additions
|
| | | | — | | | | | | 147 | | | | | | 147 | | |
Disposals
|
| | | | (1 ) | | | | | | (1 ) | | | | | | (2 ) | | |
December 31, 2016
|
| | | | 304 | | | | | | 853 | | | | | | 1,157 | | |
Accumulated depreciation and impairment | | | | | | | | | | | | | | | | | | | |
January 1, 2015
|
| | | | — | | | | | | 367 | | | | | | 367 | | |
Additions
|
| | | | — | | | | | | 102 | | | | | | 102 | | |
Disposals
|
| | | | — | | | | | | (48 ) | | | | | | (48 ) | | |
December 31, 2015
|
| | | | — | | | | | | 421 | | | | | | 421 | | |
Additions
|
| | | | 59 | | | | | | 192 | | | | | | 251 | | |
December 31, 2016
|
| | | | 59 | | | | | | 613 | | | | | | 672 | | |
Remaining carrying amount | | | | | | | | | | | | | | | | | | | |
January 1, 2015
|
| | | | — | | | | | | 133 | | | | | | 133 | | |
December 31, 2015
|
| | | | 305 | | | | | | 149 | | | | | | 454 | | |
December 31, 2016
|
| | | | 245 | | | | | | 240 | | | | | | 485 | | |
|
in € thousands
|
| |
January 1,
2015 |
| |
December 31,
2015 |
| |
December 31,
2016 |
| |||||||||
Trade receivables (gross)
|
| | | | 3,424 | | | | | | 3,971 | | | | | | 5,338 | | |
Allowance for bad debt
|
| | | | (811 ) | | | | | | (912 ) | | | | | | (1,066 ) | | |
− thereof non-current
|
| | | | — | | | | | | — | | | | | | — | | |
− thereof current
|
| | | | 2,613 | | | | | | 3,059 | | | | | | 4,272 | | |
Total trade receivables
|
| | | | 2,613 | | | | | | 3,059 | | | | | | 4,272 | | |
|
in € thousands
|
| |
January 1,
2015 |
| |
December 31,
2015 |
| |
December 31,
2016 |
| |||||||||
Deposits
|
| | | | 1,693 | | | | | | 1,898 | | | | | | 2,173 | | |
Other receivables and assets
|
| | | | 214 | | | | | | 231 | | | | | | 337 | | |
− thereof non-current
|
| | | | — | | | | | | 3 | | | | | | 21 | | |
− thereof current
|
| | | | 1,907 | | | | | | 2,126 | | | | | | 2,489 | | |
Other financial assets
|
| | | | 1,907 | | | | | | 2,129 | | | | | | 2,510 | | |
|
in € thousands
|
| |
January 1,
2015 |
| |
December 31,
2015 |
| |
December 31,
2016 |
| |||||||||
Prepaid expenses
|
| | | | 859 | | | | | | 2,448 | | | | | | 1,663 | | |
VAT receivables and deposits
|
| | | | 74 | | | | | | 1,051 | | | | | | 593 | | |
Other receivables and assets
|
| | | | 27 | | | | | | 1 | | | | | | 46 | | |
− thereof current
|
| | | | 960 | | | | | | 3,500 | | | | | | 2,302 | | |
Other assets
|
| | | | 960 | | | | | | 3,500 | | | | | | 2,302 | | |
|
in € thousands
|
| |
January 1,
2015 |
| |
December 31,
2015 |
| |
December 31,
2016 |
| |||||||||
Cash including petty cash
|
| | | | 1 | | | | | | 2 | | | | | | 3 | | |
Bank
|
| | | | 1,939 | | | | | | 2,985 | | | | | | 8,061 | | |
Total cash and cash equivalents
|
| | | | 1,940 | | | | | | 2,987 | | | | | | 8,064 | | |
|
in € thousands
|
| |
Provisions for
refunds |
| |
Restructuring
provisions |
| |
Other
provisions |
| |
Total
|
| ||||||||||||
January 1, 2015
|
| | | | 75 | | | | | | — | | | | | | 93 | | | | | | 168 | | |
− thereof non-current
|
| | | | — | | | | | | — | | | | | | 38 | | | | | | 38 | | |
− thereof current
|
| | | | 75 | | | | | | — | | | | | | 55 | | | | | | 130 | | |
Utilization
|
| | | | (75 ) | | | | | | — | | | | | | (42 ) | | | | | | (117 ) | | |
Release
|
| | | | — | | | | | | — | | | | | | (13 ) | | | | | | (13 ) | | |
Addition
|
| | | | 95 | | | | | | — | | | | | | 56 | | | | | | 151 | | |
Reclassifications
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Discounting effects
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
December 31, 2015
|
| | | | 95 | | | | | | — | | | | | | 94 | | | | | | 189 | | |
− thereof non-current
|
| | | | — | | | | | | — | | | | | | 42 | | | | | | 42 | | |
− thereof current
|
| | | | 95 | | | | | | — | | | | | | 52 | | | | | | 147 | | |
Acquired
|
| | | | — | | | | | | — | | | | | | 30 | | | | | | 30 | | |
Utilization
|
| | | | (94 ) | | | | | | — | | | | | | (53 ) | | | | | | (147 ) | | |
Release
|
| | | | — | | | | | | — | | | | | | (45 ) | | | | | | (45 ) | | |
Addition
|
| | | | 127 | | | | | | 642 | | | | | | 27 | | | | | | 796 | | |
Reclassifications
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Discounting effects
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
December 31, 2016
|
| | | | 128 | | | | | | 642 | | | | | | 53 | | | | | | 823 | | |
− thereof non-current
|
| | | | — | | | | | | — | | | | | | 17 | | | | | | 17 | | |
− thereof current
|
| | | | 128 | | | | | | 642 | | | | | | 36 | | | | | | 806 | | |
|
in € thousands
|
| |
January 1,
2015 |
| |
December 31,
2015 |
| |
December 31,
2016 |
| |||||||||
Liabilities from preferred shares
|
| | | | 26,280 | | | | | | 26,280 | | | | | | 26,280 | | |
Liabilities from contingent consideration
|
| | | | — | | | | | | — | | | | | | 1,295 | | |
Payroll liabilities
|
| | | | 15 | | | | | | 20 | | | | | | 42 | | |
Other liabilities
|
| | | | 18 | | | | | | 20 | | | | | | — | | |
− thereof non-current
|
| | | | 26,280 | | | | | | 26,280 | | | | | | 26,280 | | |
− thereof current
|
| | | | 33 | | | | | | 40 | | | | | | 1,337 | | |
Other financial liabilities
|
| | | | 26,313 | | | | | | 26,320 | | | | | | 27,617 | | |
|
in € thousands
|
| |
January 1,
2015 |
| |
December 31,
2015 |
| |
December 31,
2016 |
| |||||||||
VAT Payables
|
| | | | 411 | | | | | | 41 | | | | | | — | | |
Payroll liabilities
|
| | | | 335 | | | | | | 252 | | | | | | 714 | | |
Other tax liabilities
|
| | | | 228 | | | | | | 2,035 | | | | | | 2,018 | | |
− thereof non-current
|
| | | | — | | | | | | — | | | | | | — | | |
− thereof current
|
| | | | 974 | | | | | | 2,328 | | | | | | 2,732 | | |
Total other liabilities
|
| | | | 974 | | | | | | 2,328 | | | | | | 2,732 | | |
|
in € thousands
|
| |
January 1,
2015 |
| |
December 31,
2015 |
| |
December 31,
2016 |
| |||||||||
Non-current
|
| | | | 130 | | | | | | 172 | | | | | | 85 | | |
Current
|
| | | | 12,795 | | | | | | 14,951 | | | | | | 18,047 | | |
Total deferred income
|
| | | | 12,925 | | | | | | 15,123 | | | | | | 18,132 | | |
|
| | |
Classification
pursuant to IAS 39 |
| |
Measured at amortized cost
|
| |
Measured at
fair value |
| |
Total
|
| ||||||||||||||||||
January 1, 2015
in € thousands |
| |
Carrying
amount |
| |
Fair value
|
| |
Carrying
amount |
| |
Carrying
amount |
| ||||||||||||||||||
Deposits
|
| | | | LaR | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Other receivables
|
| | | | LaR | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Other non-current financial assets - third parties
|
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Trade receivables
|
| | | | LaR | | | | | | 2,613 | | | | | | 2,613 | | | | | | — | | | | | | 2,613 | | |
Deposits
|
| | | | LaR | | | | | | 1,694 | | | | | | 1,694 | | | | | | — | | | | | | 1,694 | | |
Other receivables
|
| | | | LaR | | | | | | 213 | | | | | | 213 | | | | | | — | | | | | | 213 | | |
Other financial assets - third parties (current)
|
| | | | | | | | | | 1,907 | | | | | | 1,907 | | | | | | — | | | | | | 1,907 | | |
Cash and cash equivalents
|
| | | | LaR | | | | | | 1,940 | | | | | | 1,940 | | | | | | — | | | | | | 1,940 | | |
Total financial assets
|
| | | | | | | | | | 6,460 | | | | | | 6,460 | | | | | | — | | | | | | 6,460 | | |
Borrowings
|
| | | | OFL | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Preferred shares treated as financial
liabilities |
| | | | OFL | | | | | | 26,280 | | | | | | 26,280 | | | | | | — | | | | | | 26,280 | | |
Trade payables
|
| | | | OFL | | | | | | 4,483 | | | | | | 4,483 | | | | | | — | | | | | | 4,483 | | |
Contingent consideration
|
| | | | LdaFV | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Deferred consideration payable
|
| | | | OFL | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Other liabilities
|
| | | | OFL | | | | | | 33 | | | | | | 33 | | | | | | — | | | | | | 33 | | |
Other financial liabilities to third parties (current)
|
| | | | | | | | | | 33 | | | | | | 33 | | | | | | — | | | | | | 33 | | |
Total financial liabilities
|
| | | | | | | | | | 30,796 | | | | | | 30,796 | | | | | | — | | | | | | 30,796 | | |
| | |
Classification
pursuant to IAS 39 |
| |
Measured at amortized cost
|
| |
Measured at
fair value |
| |
Total
|
| ||||||||||||||||||
December 31, 2015
in € thousands |
| |
Carrying
amount |
| |
Fair value
|
| |
Carrying
amount |
| |
Carrying
amount |
| ||||||||||||||||||
Deposits
|
| | | | LaR | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Other receivables
|
| | | | LaR | | | | | | 3 | | | | | | 3 | | | | | | — | | | | | | 3 | | |
Other non-current financial assets - third parties
|
| | | | | | | | | | 3 | | | | | | 3 | | | | | | — | | | | | | 3 | | |
Trade receivables
|
| | | | LaR | | | | | | 3,059 | | | | | | 3,059 | | | | | | — | | | | | | 3,059 | | |
Deposits
|
| | | | LaR | | | | | | 1,898 | | | | | | 1,898 | | | | | | — | | | | | | 1,898 | | |
Other receivables
|
| | | | LaR | | | | | | 228 | | | | | | 228 | | | | | | — | | | | | | 228 | | |
Other financial assets - third parties (current)
|
| | | | | | | | | | 2,126 | | | | | | 2,126 | | | | | | — | | | | | | 2,126 | | |
Cash and cash equivalents
|
| | | | LaR | | | | | | 2,987 | | | | | | 2,987 | | | | | | — | | | | | | 2,987 | | |
Total financial assets
|
| | | | | | | | | | 8,175 | | | | | | 8,175 | | | | | | — | | | | | | 8,175 | | |
Borrowings
|
| | | | OFL | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Preferred shares treated as financial
liabilities |
| | | | OFL | | | | | | 26,280 | | | | | | 26,280 | | | | | | — | | | | | | 26,280 | | |
Trade payables
|
| | | | OFL | | | | | | 5,410 | | | | | | 5,410 | | | | | | — | | | | | | 5,410 | | |
Contingent consideration
|
| | | | LdaFV | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Deferred consideration payable
|
| | | | OFL | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Other liabilities
|
| | | | OFL | | | | | | 40 | | | | | | 40 | | | | | | — | | | | | | 40 | | |
Other financial liabilities to third parties (current)
|
| | | | | | | | | | 40 | | | | | | 40 | | | | | | — | | | | | | 40 | | |
Total financial liabilities
|
| | | | | | | | | | 31,730 | | | | | | 31,730 | | | | | | — | | | | | | 31,730 | | |
| | |
Classification
pursuant to IAS 39 |
| |
Measured at amortized cost
|
| |
Measured at
fair value |
| |
Total
|
| ||||||||||||||||||
December 31, 2016
in € thousands |
| |
Carrying
amount |
| |
Fair value
|
| |
Carrying
amount |
| |
Carrying
amount |
| ||||||||||||||||||
Deposits
|
| | | | LaR | | | | | | 18 | | | | | | 18 | | | | | | — | | | | | | 18 | | |
Other receivables
|
| | | | LaR | | | | | | 3 | | | | | | 3 | | | | | | — | | | | | | 3 | | |
Other non-current financial assets - third parties
|
| | | | | | | | | | 21 | | | | | | 21 | | | | | | — | | | | | | 21 | | |
Trade receivables
|
| | | | LaR | | | | | | 4,272 | | | | | | 4,272 | | | | | | — | | | | | | 4,272 | | |
Deposits
|
| | | | LaR | | | | | | 2,155 | | | | | | 2,155 | | | | | | — | | | | | | 2,155 | | |
Other receivables
|
| | | | LaR | | | | | | 334 | | | | | | 334 | | | | | | — | | | | | | 334 | | |
Other financial assets - third parties (current)
|
| | | | | | | | | | 2,489 | | | | | | 2,489 | | | | | | — | | | | | | 2,489 | | |
Cash and cash equivalents
|
| | | | LaR | | | | | | 8,064 | | | | | | 8,064 | | | | | | — | | | | | | 8,064 | | |
Total financial assets
|
| | | | | | | | | | 14,846 | | | | | | 14,846 | | | | | | — | | | | | | 14,846 | | |
Borrowings
|
| | | | OFL | | | | | | 5,850 | | | | | | 5,811 | | | | | | — | | | | | | 5,850 | | |
Preferred shares treated as financial liabilities
|
| | | | OFL | | | | | | 26,280 | | | | | | 26,280 | | | | | | — | | | | | | 26,280 | | |
Trade payables
|
| | | | OFL | | | | | | 5,568 | | | | | | 5,568 | | | | | | — | | | | | | 5,568 | | |
Contingent consideration
|
| | | | LdaFV | | | | | | — | | | | | | — | | | | | | 295 | | | | | | 295 | | |
Deferred consideration payable
|
| | | | OFL | | | | | | 1,000 | | | | | | 1,000 | | | | | | — | | | | | | 1,000 | | |
Other liabilities
|
| | | | OFL | | | | | | 42 | | | | | | 42 | | | | | | — | | | | | | 42 | | |
Other financial liabilities to third parties (current)
|
| | | | | | | | | | 1,042 | | | | | | 1,042 | | | | | | 295 | | | | | | 1,337 | | |
Total financial liabilities
|
| | | | | | | | | | 38,740 | | | | | | 38,701 | | | | | | 295 | | | | | | 39,035 | | |
in € thousands
|
| |
Carrying
amount |
| |
Thereof neither
past due nor impaired |
| |
Thereof past due
as of the reporting date and impaired |
| |||||||||
December 31, 2014
|
| | | | — | | | | | | — | | | | |||||
Other receivables
|
| | | | 213 | | | | | | 213 | | | | | | — | | |
Deposits
|
| | | | 1,694 | | | | | | 1,694 | | | | | | — | | |
Other financial assets
|
| | | | 1,907 | | | | | | 1,907 | | | | | | — | | |
Trade receivables
|
| | | | 2,613 | | | | | | 1,547 | | | | | | 1,066 | | |
Total
|
| | | | 4,520 | | | | | | 3,454 | | | | | | 1,066 | | |
December 31, 2015
|
| | | | — | | | | | | — | | | | |||||
Deposits
|
| | | | 1,898 | | | | | | 1,898 | | | | | | — | | |
Other receivables
|
| | | | 228 | | | | | | 228 | | | | | | — | | |
Other financial assets
|
| | | | 2,126 | | | | | | 2,126 | | | | | | — | | |
Trade receivables
|
| | | | 3,059 | | | | | | 2,147 | | | | | | 912 | | |
Total
|
| | | | 5,185 | | | | | | 4,273 | | | | | | 912 | | |
December 31, 2016
|
| | | | |||||||||||||||
Other receivables
|
| | | | 334 | | | | | | 334 | | | | | | — | | |
Deposits
|
| | | | 2,155 | | | | | | 2,155 | | | | | | — | | |
Other financial assets
|
| | | | 2,489 | | | | | | 2,489 | | | | | | — | | |
Trade receivables
|
| | | | 4,272 | | | | | | 3,461 | | | | | | 811 | | |
Total
|
| | | | 6,761 | | | | | | 5,590 | | | | | | 811 | | |
in € thousands
|
| |
Impairments
|
| |||
Balance at January 1, 2015
|
| | |
|
811
|
| |
Impairment to loss recognized
|
| | | | 2,206 | | |
Amounts written off
|
| | | | 1,055 | | |
Balance at December 31, 2015
|
| | |
|
912
|
| |
Impairment to loss recognized
|
| | | | 4,073 | | |
Amounts written off
|
| | | | (4,073 ) | | |
Balance at December 31, 2016
|
| | |
|
1,066
|
| |
January 1, 2015
in € thousands |
| |
Carrying
amount |
| |
Contractual cash flow
|
| ||||||||||||||||||||||||
|
Total
|
| |
<1 year
|
| |
1-5 years
|
| |
More than
5 years |
| ||||||||||||||||||||
Borrowings
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Preferred shares treated as financial liabilities
|
| | | | 26,280 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Trade payables
|
| | | | 4,483 | | | | | | 4,483 | | | | | | 4,483 | | | | | | — | | | | | | — | | |
Other current financial liabilities
|
| | | | 33 | | | | | | 33 | | | | | | 33 | | | | | | — | | | | | | — | | |
Total financial liabilities
|
| | | | 30,796 | | | | | | 4,516 | | | | | | 4,516 | | | | | | — | | | | | | — | | |
|
December 31, 2015
in € thousands |
| |
Carrying
amount |
| |
Contractual cash flow
|
| ||||||||||||||||||||||||
|
Total
|
| |
<1 year
|
| |
1-5 years
|
| |
More than
5 years |
| ||||||||||||||||||||
Borrowings
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Preferred shares treated as financial liabilities
|
| | | | 26,280 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Trade payables
|
| | | | 5,410 | | | | | | 5,410 | | | | | | 5,410 | | | | | | — | | | | | | — | | |
Other current financial liabilities
|
| | | | 40 | | | | | | 40 | | | | | | 40 | | | | | | — | | | | | | — | | |
Total financial liabilities
|
| | | | 31,730 | | | | | | 5,450 | | | | | | 5,450 | | | | | | — | | | | | | — | | |
|
December 31, 2016
in € thousands |
| |
Carrying
amount |
| |
Contractual cash flow
|
| ||||||||||||||||||||||||
|
Total
|
| |
<1 year
|
| |
1-5 years
|
| |
More than
5 years |
| ||||||||||||||||||||
Borrowings
|
| | | | 5,850 | | | | | | 7,157 | | | | | | 513 | | | | | | 6,644 | | | | | | — | | |
Preferred shares treated as financial liabilities
|
| | | | 26,280 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Trade payables
|
| | | | 5,568 | | | | | | 5,568 | | | | | | 5,568 | | | | | | — | | | | | | — | | |
Contingent consideration
|
| | | | 295 | | | | | | 295 | | | | | | 295 | | | | | | — | | | | | | — | | |
Deferred consideration payable
|
| | | | 1,000 | | | | | | 1,000 | | | | | | 1,000 | | | | | | — | | | | | | — | | |
Other liabilities
|
| | | | 42 | | | | | | 42 | | | | | | 42 | | | | | | — | | | | | | — | | |
Other current financial liabilities
|
| | | | 1,337 | | | | | | 1,337 | | | | | | 1,337 | | | | | | — | | | | | | — | | |
Total financial liabilities
|
| | | | 39,035 | | | | | | 14,062 | | | | | | 7,418 | | | | | | 6,644 | | | | | | — | | |
|
January 1, 2015
|
| |
EUR
|
| |
USD
|
| |
GBP
|
| |||||||||
Financial assets | | | | | |||||||||||||||
Trade receivables
|
| | | | 2,225 | | | | | | — | | | | | | 302 | | |
Other financial assets
|
| | | | 1,907 | | | | | | — | | | | |||||
Cash and cash equivalents
|
| | | | 1,915 | | | | | | — | | | | | | 19 | | |
Financial liabilities | | | | | |||||||||||||||
Borrowings
|
| | | | — | | | | | | — | | | | | | — | | |
Preferred shares treated as financial liabilities
|
| | | | (26,280 ) | | | | | | — | | | | | | — | | |
Trade payables
|
| | | | (4,475 ) | | | | | | — | | | | | | (6 ) | | |
Other financial liabilities
|
| | | | (33 ) | | | | | ||||||||||
Net consolidated balance sheet exposure
|
| | | | (24,741 ) | | | | | | — | | | | | | 315 | | |
December 31, 2015
in € thousands |
| |
EUR
|
| |
USD
|
| |
GBP
|
| |||||||||
Financial assets | | | | | |||||||||||||||
Trade receivables
|
| | | | 2,646 | | | | | | 66 | | | | | | 259 | | |
Other financial assets
|
| | | | 2,126 | | | | | | — | | | | |||||
Cash and cash equivalents
|
| | | | 1,883 | | | | | | 246 | | | | | | 644 | | |
Financial liabilities | | | | | |||||||||||||||
Borrowings
|
| | | | — | | | | | | — | | | | | | — | | |
Preferred shares treated as financial liabilities
|
| | | | (26,280 ) | | | | | | — | | | | | | — | | |
Trade payables
|
| | | | (3,488 ) | | | | | | (1,286 ) | | | | | | (542 ) | | |
Other financial liabilities
|
| | | | (40 ) | | | | | ||||||||||
Net consolidated balance sheet exposure
|
| | | | (23,153 ) | | | | | | (974 ) | | | | | | 361 | | |
December 31, 2016
in € thousands |
| |
EUR
|
| |
USD
|
| |
GBP
|
| |||||||||
Financial assets | | | | | |||||||||||||||
Trade receivables
|
| | | | 3,645 | | | | | | 268 | | | | | | 319 | | |
Other financial assets
|
| | | | 2,489 | | | | | | — | | | | | | — | | |
Cash and cash equivalents
|
| | | | 6,907 | | | | | | 596 | | | | | | 507 | | |
Financial liabilities | | | | | |||||||||||||||
Borrowings
|
| | | | (5,855 ) | | | | | | — | | | | | | — | | |
Preferred shares treated as financial liabilities
|
| | | | (26,280 ) | | | | | | — | | | | | | — | | |
Trade payables
|
| | | | (2,798 ) | | | | | | (1,344 ) | | | | | | (1,280 ) | | |
Other financial liabilities
|
| | | | (1,337 ) | | | | | | — | | | | | | — | | |
Net consolidated balance sheet exposure
|
| | | | (23,229 ) | | | | | | (480 ) | | | | | | (454 ) | | |
|
| | |
Profit or loss
|
| |||||||||
Effect in euro
|
| |
Strengthening
|
| |
Weakening
|
| ||||||
January 1, 2015 | | | | | | | | | | | | | |
EUR (0% movement)
|
| | | | — | | | | | | — | | |
USD (12% movement)
|
| | | | — | | | | | | — | | |
GBP (6% movement)
|
| | | | 237 | | | | | | 171 | | |
December 31, 2015 | | | | | | | | | | | | | |
EUR (0% movement)
|
| | | | — | | | | | | — | | |
USD (12% movement)
|
| | | | 247 | | | | | | 58 | | |
GBP (6% movement)
|
| | | | 350 | | | | | | 268 | | |
December 31, 2016 | | | | | | | | | | | | | |
EUR (0% movement)
|
| | | | — | | | | | | — | | |
USD (3% movement)
|
| | | | 62 | | | | | | 34 | | |
GBP (14% movement)
|
| | | | (77 ) | | | | | | (254 ) | | |
in € thousands
|
| |
2015
|
| |
2016
|
| ||||||
Share-based compensation expense
|
| | | | 600 | | | | | | 991 | | |
Short-term benefits
|
| | | | 497 | | | | | | 590 | | |
Other employee benefits
|
| | | | — | | | | | | 25 | | |
Post-employment benefits
|
| | | | 24 | | | | | | — | | |
Total compensation
|
| | | | 1,121 | | | | | | 1,606 | | |
|
in € thousands
|
| |
2015
|
| |
2016
|
| ||||||
Less than one year
|
| | | | 563 | | | | | | 389 | | |
Between one and five years
|
| | | | 1,181 | | | | | | 814 | | |
More than five years
|
| | | | 22 | | | | | | — | | |
Total
|
| | | | 1,766 | | | | | | 1,203 | | |
|
| | |
December 31,
2016 |
| |
December 31,
2015 |
| ||||||
Assets | | | | ||||||||||
Current assets: | | | | ||||||||||
Cash and cash equivalents
|
| | | $ | 11,360 | | | | | $ | 6,565 | | |
Restricted cash
|
| | | | 454 | | | | | | 747 | | |
Accounts receivable (net of allowance for doubtful accounts of $0 and $99 at
December 31, 2016 and 2015, respectively) |
| | | | 525 | | | | | | 790 | | |
Prepaid expenses and other
|
| | | | 1,408 | | | | | | 1,341 | | |
Total current assets
|
| | | | 13,747 | | | | | | 9,443 | | |
Property and equipment, net
|
| | | | 4,494 | | | | | | 5,584 | | |
Goodwill
|
| | | | 10,523 | | | | | | 14,450 | | |
Intangible assets, net
|
| | | | 2,950 | | | | | | 3,451 | | |
Deposits and other assets
|
| | | | 103 | | | | | | 148 | | |
Total assets
|
| | | $ | 31,817 | | | | | $ | 33,076 | | |
Liabilities and Stockholders’ Equity | | | | ||||||||||
Current liabilities: | | | | ||||||||||
Accounts payable
|
| | | $ | 819 | | | | | $ | 1,749 | | |
Accrued liabilities
|
| | | | 2,590 | | | | | | 3,854 | | |
Deferred revenue
|
| | | | 4,005 | | | | | | 5,834 | | |
Total current liabilities
|
| | | | 7,414 | | | | | | 11,437 | | |
Deferred tax liability – non-current
|
| | | | 2,092 | | | | | | 2,136 | | |
Other liabilities
|
| | | | 246 | | | | | | 537 | | |
Total liabilities
|
| | | | 9,752 | | | | | | 14,110 | | |
Commitments and Contingencies (Note 11) | | | | ||||||||||
Stockholders’ equity: | | | | ||||||||||
10,000,000 shares of Preferred Stock, $0.001 par value, 450,000 of which are designated as Series C Junior Participating Cumulative Preferred Stock, with no shares of Preferred Stock issued or outstanding
|
| | | | — | | | | | | — | | |
100,000,000 shares of Common Stock, $0.001 par value, with 31,983,545 and
25,845,879 shares of Common Stock issued and outstanding at December 31, 2016 and 2015, respectively |
| | | | 32 | | | | | | 27 | | |
Additional paid-in-capital
|
| | | | 87,198 | | | | | | 77,188 | | |
Accumulated other comprehensive income
|
| | | | 713 | | | | | | 739 | | |
Accumulated deficit
|
| | | | (65,878 ) | | | | | | (58,988 ) | | |
Total stockholders’ equity
|
| | | | 22,065 | | | | | | 18,966 | | |
Total liabilities and stockholders’ equity
|
| | | $ | 31,817 | | | | | $ | 33,076 | | |
|
| | |
Years Ended December 31,
|
| |||||||||
| | |
2016
|
| |
2015
|
| ||||||
Revenue
|
| | | $ | 35,091 | | | | | $ | 48,135 | | |
Cost and expenses: | | | | ||||||||||
Cost of revenue (exclusive of depreciation shown separately below)
|
| | | | 12,852 | | | | | | 24,075 | | |
Sales and marketing
|
| | | | 4,789 | | | | | | 4,137 | | |
Customer service
|
| | | | 2,901 | | | | | | 3,065 | | |
Technical operations
|
| | | | 1,371 | | | | | | 1,024 | | |
Development
|
| | | | 3,920 | | | | | | 4,037 | | |
General and administrative
|
| | | | 8,991 | | | | | | 10,379 | | |
Depreciation
|
| | | | 3,234 | | | | | | 2,211 | | |
Amortization of intangible assets
|
| | | | 293 | | | | | | 108 | | |
Impairment of intangible and long-lived assets
|
| | | | 4,629 | | | | | | 197 | | |
Total cost and expenses
|
| | | | 42,980 | | | | | | 49,233 | | |
Operating loss
|
| | | | (7,889 ) | | | | | | (1,098 ) | | |
Interest expense and other, net
|
| | | | 29 | | | | | | 96 | | |
Loss before provision for income taxes
|
| | | | (7,918 ) | | | | | | (1,194 ) | | |
Income tax (benefit) provision
|
| | | | (1,028 ) | | | | | | 243 | | |
Net loss
|
| | | | (6,890 ) | | | | | | (1,437 ) | | |
Other comprehensive loss, net of tax: | | | | ||||||||||
Foreign currency translation adjustment
|
| | | | (26 ) | | | | | | (20 ) | | |
Comprehensive loss
|
| | | $ | (6,916 ) | | | | | $ | (1,457 ) | | |
Net loss per share – basic and diluted
|
| | | $ | (0.24 ) | | | | | $ | (0.06 ) | | |
Weighted average shares outstanding – basic and diluted
|
| | | | 28,232 | | | | | | 25,170 | | |
| | |
Years Ended December 31,
|
| |||||||||
| | |
2016
|
| |
2015
|
| ||||||
Stock-based compensation | | | | | | | | | | | | | |
Cost of revenue
|
| | | $ | — | | | | | $ | — | | |
Sales and marketing
|
| | | | 33 | | | | | | 47 | | |
Customer service
|
| | | | 12 | | | | | | — | | |
Technical operations
|
| | | | 11 | | | | | | — | | |
Development
|
| | | | 28 | | | | | | 12 | | |
General and administrative
|
| | | | 898 | | | | | | 723 | | |
| | |
Common Stock
|
| |
Additional
Paid-in Capital |
| |
Accumulated
Other Comprehensive Income |
| |
Accumulated
Deficit |
| |
Total
Stockholders’ Equity |
| |||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
BALANCE, December 31, 2014
|
| | | | 24,556 | | | | | $ | 25 | | | | | $ | 72,522 | | | | | $ | 759 | | | | | $ | (57,551 ) | | | | | $ | 15,755 | | |
Issuance of common stock upon exercise of stock options
|
| | | | 1,236 | | | | | | 1 | | | | | | 3,770 | | | | | | — | | | | | | — | | | | | | 3,771 | | |
Issuance of common stock upon acquisition of subsidiary
|
| | | | 315 | | | | | | 1 | | | | | | 999 | | | | | | — | | | | | | — | | | | | | 1,000 | | |
Issuance of restricted stock
|
| | | | 27 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Purchase of common stock for retirement
|
| | | | (288 ) | | | | | | — | | | | | | (885 ) | | | | | | — | | | | | | — | | | | | | (885 ) | | |
Foreign currency translation adjustments, net of tax
|
| | | | — | | | | | | — | | | | | | — | | | | | | (20 ) | | | | | | — | | | | | | (20 ) | | |
Stock-based compensation
|
| | | | — | | | | | | — | | | | | | 782 | | | | | | — | | | | | | — | | | | | | 782 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,437 ) | | | | | | (1,437 ) | | |
BALANCE, December 31, 2015
|
| | | | 25,846 | | | | | | 27 | | | | | | 77,188 | | | | | | 739 | | | | | | (58,988 ) | | | | | | 18,966 | | |
Issuance of common stock
|
| | | | 5,839 | | | | | | 5 | | | | | | 5,724 | | | | | | — | | | | | | — | | | | | | 5,729 | | |
Issuance of stock warrant
|
| | | | — | | | | | | — | | | | | | 3,323 | | | | | | — | | | | | | — | | | | | | 3,323 | | |
Issuance of restricted stock
|
| | | | 320 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Retirement of restricted stock
|
| | | | (22 ) | | | | | | — | | | | | | (19 ) | | | | | | — | | | | | | — | | | | | | (19 ) | | |
Foreign currency translation adjustments, net of tax
|
| | | | — | | | | | | — | | | | | | — | | | | | | (26 ) | | | | | | — | | | | | | (26 ) | | |
Stock-based compensation
|
| | | | — | | | | | | — | | | | | | 982 | | | | | | — | | | | | | — | | | | | | 982 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (6,890 ) | | | | | | (6,890 ) | | |
BALANCE, December 31, 2016
|
| | | | 31,983 | | | | | $ | 32 | | | | | $ | 87,198 | | | | | $ | 713 | | | | | $ | (65,878 ) | | | | | $ | 22,065 | | |
|
| | |
Years Ended December 31,
|
| |||||||||
| | |
2016
|
| |
2015
|
| ||||||
Cash flows from operating activities: | | | | ||||||||||
Net loss
|
| | | $ | (6,890 ) | | | | | $ | (1,437 ) | | |
Adjustments to reconcile net loss to cash (used in) provided by operating activities:
|
| | | ||||||||||
Depreciation and amortization
|
| | | | 3,527 | | | | | | 2,319 | | |
Impairment of intangible and long-lived assets
|
| | | | 4,629 | | | | | | 197 | | |
Stock-based compensation
|
| | | | 982 | | | | | | 782 | | |
Foreign exchange (gain) loss on intercompany loan
|
| | | | (66 ) | | | | | | 15 | | |
Provision for deferred income taxes
|
| | | | (44 ) | | | | | | 112 | | |
Settlement of unrecognized tax benefits
|
| | | | (719 ) | | | | | | — | | |
Bad debt expense
|
| | | | 67 | | | | | | 99 | | |
Changes in operating assets and liabilities:
|
| | | ||||||||||
Accounts receivable, net
|
| | | | 198 | | | | | | 434 | | |
Restricted cash
|
| | | | 293 | | | | | | 309 | | |
Prepaid expenses and other assets
|
| | | | (34 ) | | | | | | 241 | | |
Accounts payable and accrued liabilities
|
| | | | (1,234 ) | | | | | | 57 | | |
Deferred revenue
|
| | | | (1,829 ) | | | | | | (1,258 ) | | |
Other liabilities
|
| | | | (291 ) | | | | | | (270 ) | | |
Net cash (used in) provided by operating activities
|
| | | | (1,411 ) | | | | | | 1,600 | | |
Cash flows from investing activities: | | | | ||||||||||
Purchases of property and equipment
|
| | | | (2,846 ) | | | | | | (3,617 ) | | |
Purchases of intangible assets
|
| | | | — | | | | | | — | | |
Acquisitions of businesses
|
| | | | — | | | | | | (6,000 ) | | |
Net cash used in investing activities
|
| | | | (2,846 ) | | | | | | (9,617 ) | | |
Cash flows from financing activities: | | | | ||||||||||
Proceeds from issuance of stock
|
| | | | 9,052 | | | | | | — | | |
Proceeds from issuance of stock from exercise of stock options
|
| | | | — | | | | | | 3,771 | | |
Repurchases of common stock
|
| | | | — | | | | | | (885 ) | | |
Net cash provided by financing activities
|
| | | | 9,052 | | | | | | 2,886 | | |
Net (decrease) increase in cash
|
| | | | 4,795 | | | | | | (5,131 ) | | |
Cash and cash equivalents at beginning of year
|
| | | | 6,565 | | | | | | 11,696 | | |
Cash and cash equivalents at end of year
|
| | | $ | 11,360 | | | | | $ | 6,565 | | |
Supplemental disclosure of cash flow information: | | | | ||||||||||
Cash paid for income taxes
|
| | | $ | 14 | | | | | $ | 95 | | |
Supplemental disclosure of non-cash investing activities: | | | | ||||||||||
Purchases of property and equipment recorded in accounts payable and accrued liabilities
|
| | | $ | 91 | | | | | $ | 298 | | |
Acquisitions of businesses with common stock
|
| | | $ | — | | | | | $ | 1,000 | | |
| | |
2016
|
| |
2015
|
| ||||||
Beginning Balance
|
| | | $ | 4,992 | | | | | $ | 3,131 | | |
Capitalized
|
| | | | 2,334 | | | | | | 3,704 | | |
Amortization
|
| | | | (2,826 ) | | | | | | (1,646 ) | | |
Impaired
|
| | | | (378 ) | | | | | | (197 ) | | |
Unamortized Balance
|
| | | $ | 4,122 | | | | | $ | 4,992 | | |
|
| | |
Years Ended December 31,
|
| |||||||||
(in thousands, except per share amounts)
|
| |
2016
|
| |
2015
|
| ||||||
Net Loss Per Share – Basic and Diluted | | | | ||||||||||
Net loss applicable to common stock
|
| | | $ | (6,890 ) | | | | | $ | (1,437 ) | | |
Weighted average shares outstanding – basic and diluted
|
| | | | 28,232 | | | | | | 25,170 | | |
Net Loss Per Share – Basic and Diluted
|
| | | $ | (0.24 ) | | | | | $ | (0.06 ) | | |
|
| | |
Years Ended December 31,
|
| |||||||||
| | |
2016
|
| |
2015
|
| ||||||
U.S.
|
| | | $ | (7,040 ) | | | | | $ | 969 | | |
Foreign
|
| | | | (878 ) | | | | | | (2,163 ) | | |
Total loss before provision for income taxes
|
| | | $ | (7,918 ) | | | | | $ | (1,194 ) | | |
|
| | |
Years Ended December 31,
|
| |||||||||
| | |
2016
|
| |
2015
|
| ||||||
Current | | | | ||||||||||
Federal
|
| | | $ | — | | | | | $ | 1 | | |
State
|
| | | | (996 ) | | | | | | 92 | | |
Foreign
|
| | | | 37 | | | | | | 37 | | |
| | | | | (959 ) | | | | | | 130 | | |
Deferred | | | | ||||||||||
Federal
|
| | | | (436 ) | | | | | | 1,353 | | |
State
|
| | | | (21 ) | | | | | | (17 ) | | |
Foreign
|
| | | | (167 ) | | | | | | (561 ) | | |
| | | | | (624 ) | | | | | | 775 | | |
Change in valuation allowance
|
| | | | 555 | | | | | | (662 ) | | |
Total income tax (benefit) provision
|
| | | $ | (1,028 ) | | | | | $ | 243 | | |
|
| | |
Years Ended December 31,
|
| |||||||||
| | |
2016
|
| |
2015
|
| ||||||
Benefit on loss at federal statutory rate
|
| | | | (34.0 )% | | | | | | (34.0 )% | | |
State tax (benefit) provision, net of federal (benefit) provision
|
| | | | (0.2 ) | | | | | | 6.9 | | |
Nondeductible stock compensation
|
| | | | 2.9 | | | | | | 71.6 | | |
Nondeductible impairment
|
| | | | 17.2 | | | | | | — | | |
Nondeductible transaction costs
|
| | | | — | | | | | | 11.5 | | |
Tax reserves
|
| | | | (5.7 ) | | | | | | 4.3 | | |
Change in state effective tax rate
|
| | | | 1.2 | | | | | | (5.8 ) | | |
Foreign tax rate differential
|
| | | | 1.5 | | | | | | 17.0 | | |
Valuation allowance
|
| | | | 7.0 | | | | | | (55.5 ) | | |
Amended returns
|
| | | | (2.9 ) | | | | | | — | | |
Other
|
| | | | — | | | | | | 4.3 | | |
Total income tax (benefit) provision
|
| | | | (13.0 )% | | | | | | 20.3 % | | |
|
| | |
2016
|
| |
2015
|
| ||||||
Deferred income tax assets | | | | | | | | | | | | | |
Net operating loss carry-forward
|
| | | $ | 12,744 | | | | | $ | 12,092 | | |
Depreciation and amortization
|
| | | | 425 | | | | | | — | | |
Compensation accruals
|
| | | | 473 | | | | | | 515 | | |
Tax credits
|
| | | | 904 | | | | | | 894 | | |
Other
|
| | | | 281 | | | | | | 726 | | |
Total before valuation allowance
|
| | | | 14,827 | | | | | | 14,227 | | |
Less: Valuation allowance
|
| | | | (14,326 ) | | | | | | (13,742 ) | | |
Net deferred income tax assets
|
| | | | 501 | | | | | | 485 | | |
Deferred income tax liabilities | | | | ||||||||||
Foreign intangible assets
|
| | | | (1,472 ) | | | | | | (1,602 ) | | |
U.S. indefinite lived intangible
|
| | | | (620 ) | | | | | | (539 ) | | |
Depreciation and amortization
|
| | | | — | | | | | | (11 ) | | |
Other
|
| | | | (501 ) | | | | | | (469 ) | | |
Total deferred income tax liabilities
|
| | | | (2,593 ) | | | | | | (2,621 ) | | |
Net deferred income taxes
|
| | | $ | (2,092 ) | | | | | $ | (2,136 ) | | |
|
| | |
2016
|
| |
2015
|
| ||||||
Balance at beginning of year
|
| | | $ | 1,225 | | | | | $ | 1,225 | | |
Additions for tax positions of prior years
|
| | | | — | | | | | | — | | |
Reductions for tax positions of prior years
|
| | | | (594 ) | | | | | | — | | |
Balance at end of year
|
| | | $ | 631 | | | | | $ | 1,225 | | |
|
| | |
December 31,
|
| |||||||||
(in thousands)
|
| |
2016
|
| |
2015
|
| ||||||
Computer equipment
|
| | | $ | 1,422 | | | | | $ | 2,605 | | |
Computer software
|
| | | | 13,095 | | | | | | 11,566 | | |
Furniture, fixtures and equipment
|
| | | | 452 | | | | | | 522 | | |
Leasehold improvements
|
| | | | 409 | | | | | | 497 | | |
| | | | | 15,378 | | | | | | 15,190 | | |
Less: Accumulated depreciation
|
| | | | (10,884 ) | | | | | | (9,606 ) | | |
Total
|
| | | $ | 4,494 | | | | | $ | 5,584 | | |
|
| | | | | | | | |
Preliminary
estimated useful life |
|
Accounts receivable
|
| | | $ | 15 | | | | | |
Finite-lived intangible assets: | | | | | | | | | | |
Developed technology
|
| | | | 480 | | | |
4 years
|
|
Monthly active users
|
| | | | 370 | | | |
4 years
|
|
Covenant not to compete
|
| | | | 240 | | | |
4 years
|
|
Goodwill
|
| | | | 5,895 | | | | ||
Total purchase price
|
| | | $ | 7,000 | | | | ||
|
| | |
Year Ended
December 31, 2015 |
| |||
Revenues
|
| | | $ | 48,150 | | |
Net loss
|
| | | $ | (2,181 ) | | |
| | |
Gross Goodwill
|
| |
Accumulated
Impairments |
| |
Net Goodwill
|
| |||||||||
Balance at January 1, 2015
|
| | | $ | 22,309 | | | | | $ | (13,734 ) | | | | | $ | 8,575 | | |
Foreign currency translation adjustments
|
| | | | (20 ) | | | | | | — | | | | | | (20 ) | | |
Additions from the acquisition of Smooch Labs, Inc.
|
| | | | 5,895 | | | | | | — | | | | | | 5,895 | | |
Balance at December 31, 2015
|
| | | | 28,184 | | | | | | (13,734 ) | | | | | | 14,450 | | |
Foreign currency translation adjustments
|
| | | | 89 | | | | | | — | | | | | | 89 | | |
Goodwill impairment
|
| | | | — | | | | | | (4,016 ) | | | | | | (4,016 ) | | |
Balance at December 31, 2016
|
| | | $ | 28,273 | | | | | $ | (17,750 ) | | | | | $ | 10,523 | | |
|
| | |
December 31,
|
| |||||||||
| | |
2016
|
| |
2015
|
| ||||||
Jewish Networks
|
| | | $ | 8,598 | | | | | $ | 12,525 | | |
Christian Networks
|
| | | | 1,693 | | | | | | 1,693 | | |
Other Networks
|
| | | | 232 | | | | | | 232 | | |
Total
|
| | | $ | 10,523 | | | | | $ | 14,450 | | |
|
| | |
As of December 31, 2016
|
| |
As of December 31, 2015
|
| ||||||||||||||||||||||||||||||
| | |
Gross
Amount |
| |
Accumulated
Amortization |
| |
Net
|
| |
Gross
Amount |
| |
Accumulated
Amortization |
| |
Net
|
| ||||||||||||||||||
Purchased technologies
|
| | | $ | 1,680 | | | | | $ | (1,350 ) | | | | | $ | 330 | | | | | $ | 1,680 | | | | | $ | (1,230 ) | | | | | $ | 450 | | |
Non-compete
|
| | | | 360 | | | | | | (195 ) | | | | | | 165 | | | | | | 360 | | | | | | (115 ) | | | | | | 245 | | |
Monthly active users
|
| | | | 161 | | | | | | (116 ) | | | | | | 45 | | | | | | 370 | | | | | | (23 ) | | | | | | 347 | | |
Definite lived intangible assets
|
| | | | 2,201 | | | | | | (1,661 ) | | | | | | 540 | | | | | | 2,410 | | | | | | (1,368 ) | | | | | | 1,042 | | |
Domain names
|
| | | | 2,410 | | | | | | — | | | | | | 2,410 | | | | | | 2,409 | | | | | | — | | | | | | 2,409 | | |
Total
|
| | | $ | 4,611 | | | | | $ | (1,661 ) | | | | | $ | 2,950 | | | | | $ | 4,819 | | | | | $ | (1,368 ) | | | | | $ | 3,451 | | |
|
| | |
December 31,
|
| |||||||||
| | |
2016
|
| |
2015
|
| ||||||
Jewish Networks
|
| | | $ | 601 | | | | | $ | 1,082 | | |
Christian Networks
|
| | | | 1,616 | | | | | | 1,616 | | |
Other Networks
|
| | | | 718 | | | | | | 718 | | |
Offline and Other Networks
|
| | | | 15 | | | | | | 35 | | |
Total
|
| | | $ | 2,950 | | | | | $ | 3,451 | | |
|
Year ending December 31,
|
| | |||||
2017
|
| | | $ | 198 | | |
2018
|
| | | | 198 | | |
2019
|
| | | | 144 | | |
| | | | $ | 540 | | |
|
| | |
December 31,
|
| |||||||||
(in thousands)
|
| |
2016
|
| |
2015
|
| ||||||
Advertising
|
| | | $ | 189 | | | | | $ | 359 | | |
Compensation
|
| | | | 561 | | | | | | 926 | | |
Legal
|
| | | | 102 | | | | | | 590 | | |
Taxes payable
|
| | | | 187 | | | | | | 960 | | |
Other
|
| | | | 1,551 | | | | | | 1,019 | | |
Total
|
| | | $ | 2,590 | | | | | $ | 3,854 | | |
|
| | |
Number of Shares
|
| |
Weighted Average
Price Per Share |
| ||||||
Outstanding at December 31, 2015
|
| | | | 1,921 | | | | | $ | 7.67 | | |
Granted
|
| | | | 623 | | | | | | 5.93 | | |
Exercised
|
| | | | — | | | | | | — | | |
Expired
|
| | | | (5 ) | | | | | | 2.18 | | |
Forfeited
|
| | | | (1,344 ) | | | | | | 7.68 | | |
Outstanding at December 31, 2016
|
| | | | 1,195 | | | | | $ | 6.77 | | |
|
| | |
Year Ended December 31,
|
| |||||||||
(in thousands, except per share amounts)
|
| |
2016
|
| |
2015
|
| ||||||
Granted, weighted average fair value per share
|
| | | $ | 0.48 | | | | | $ | 0.25 | | |
Exercised, weighted average intrinsic value per share
|
| | | $ | — | | | | | $ | 0.56 | | |
Aggregate intrinsic value of options outstanding and exercisable
|
| | | $ | — | | | | | $ | 16 | | |
| | |
2016
|
| |
2015
|
| ||||||
Expected life in years
|
| | | | 3.99 – 4.70 | | | | | | 4.45 – 4.75 | | |
Dividend per share
|
| | | | — | | | | | | — | | |
Volatility
|
| | | | 40.0 – 46.1 % | | | | | | 40.0 % | | |
Risk-free interest rate
|
| | | | 0.89 – 1.43 % | | | | | | 0.86 – 1.51 % | | |
| | |
Options Outstanding
|
| |
Options Exercisable
|
| ||||||||||||||||||||||||||||||
Range of Exercise Prices
|
| |
Number of
shares |
| |
Weighted
Average Remaining Life |
| |
Weighted
Average Exercise Price |
| |
Number of
shares |
| |
Weighted
Average Remaining Life |
| |
Weighted
Average Exercise Price |
| ||||||||||||||||||
$7.50 – $10.00
|
| | | | 623 | | | | | | 3.00 | | | | | $ | 9.00 | | | | | | — | | | | | | 0.00 | | | | | $ | — | | |
$5.04 – $5.37
|
| | | | 375 | | | | | | 4.04 | | | | | $ | 5.29 | | | | | | 250 | | | | | | 3.78 | | | | | $ | 5.28 | | |
$1.45 – $3.45
|
| | | | 197 | | | | | | 7.01 | | | | | $ | 2.58 | | | | | | 13 | | | | | | 8.85 | | | | | $ | 3.45 | | |
| | | | | 1,195 | | | | | | 3.99 | | | | | $ | 6.78 | | | | | | 263 | | | | | | 4.02 | | | | | $ | 5.19 | | |
|
| | |
Number of Shares
|
| |
Weighted Average
Price per Share |
| ||||||
Prior year awards
|
| | | | 35 | | | | | $ | 5.41 | | |
Awards granted in 2016 | | | | ||||||||||
Granted, at maximum
|
| | | | — | | | | | | — | | |
Vested
|
| | | | (18 ) | | | | | | 5.41 | | |
Forfeited
|
| | | | — | | | | | | — | | |
Total unvested at December 31, 2016
|
| | | | 17 | | | | | $ | 5.41 | | |
|
| | |
Number of Shares
|
| |
Weighted Average
Price per Share |
| ||||||
Prior year awards
|
| | | | 240 | | | | | $ | 3.85 | | |
Awards granted in 2016 | | | | ||||||||||
Granted, at maximum
|
| | | | 230 | | | | | | 2.61 | | |
Vested
|
| | | | (302 ) | | | | | | 3.05 | | |
Forfeited
|
| | | | (168 ) | | | | | | 3.58 | | |
Total unvested at December 31, 2016
|
| | | | — | | | | | $ | — | | |
|
| | |
Years Ended December 31,
|
| |||||||||
(in thousands)
|
| |
2016
|
| |
2015
|
| ||||||
Revenue | | | | ||||||||||
Jewish Networks
|
| | | $ | 14,081 | | | | | $ | 18,938 | | |
Christian Networks
|
| | | | 19,384 | | | | | | 27,234 | | |
Other Networks
|
| | | | 1,571 | | | | | | 1,869 | | |
Offline and Other Businesses
|
| | | | 55 | | | | | | 94 | | |
Total Revenue
|
| | | $ | 35,091 | | | | | $ | 48,135 | | |
Direct Marketing Expenses | | | | ||||||||||
Jewish Networks
|
| | | $ | 1,605 | | | | | $ | 2,611 | | |
Christian Networks
|
| | | | 6,488 | | | | | | 16,563 | | |
Other Networks
|
| | | | 326 | | | | | | 518 | | |
Offline and Other Businesses
|
| | | | — | | | | | | — | | |
Total Direct Marketing Expenses
|
| | | | 8,419 | | | | | | 19,692 | | |
Unallocated Operating Expenses
|
| | | | 34,561 | | | | | | 29,541 | | |
Operating Loss
|
| | | $ | (7,889 ) | | | | | $ | (1,098 ) | | |
|
| | |
Years Ended December 31,
|
| |||||||||
| | |
2016
|
| |
2015
|
| ||||||
Long-Lived Assets | | | | ||||||||||
United States
|
| | | $ | 4,352 | | | | | $ | 5,655 | | |
Israel
|
| | | | 245 | | | | | | 77 | | |
Total Long-Lived Assets
|
| | | $ | 4,597 | | | | | $ | 5,732 | | |
|
Year Ending December 31,
|
| | |||||
2017
|
| | | $ | 722 | | |
2018
|
| | | | 514 | | |
Total
|
| | | $ | 1,236 | | |
|
Year Ending December 31,
|
| | |||||
2017
|
| | | $ | 1,775 | | |
2018
|
| | | | 1,621 | | |
2019
|
| | | | 1,000 | | |
Total
|
| | | $ | 4,396 | | |
|
| | |
Three Months Ended
|
| |||||||||||||||||||||||||||||||||||||||||||||
(in thousands, except
per share amounts) |
| |
Dec. 31,
2016 |
| |
Sept. 30,
2016 |
| |
June 30,
2016 |
| |
March 31,
2016 |
| |
Dec. 31,
2015 |
| |
Sept. 30,
2015 |
| |
June 30,
2015 |
| |
March 31,
2015 |
| ||||||||||||||||||||||||
Consolidated Statement of Operations Data: | | ||||||||||||||||||||||||||||||||||||||||||||||||
Revenue
|
| | | $ | 7,743 | | | | | $ | 8,391 | | | | | $ | 9,098 | | | | | $ | 9,859 | | | | | $ | 10,705 | | | | | $ | 11,682 | | | | | $ | 12,262 | | | | | $ | 13,486 | | |
Cost of revenue (exclusive of
depreciation shown separately below) |
| | | | 1,647 | | | | | | 2,323 | | | | | | 2,653 | | | | | | 6,229 | | | | | | 5,017 | | | | | | 5,593 | | | | | | 6,368 | | | | | | 7,097 | | |
Sales and marketing
|
| | | | 854 | | | | | | 1,103 | | | | | | 1,380 | | | | | | 1,452 | | | | | | 1,242 | | | | | | 1,144 | | | | | | 996 | | | | | | 755 | | |
Customer service
|
| | | | 545 | | | | | | 523 | | | | | | 840 | | | | | | 993 | | | | | | 826 | | | | | | 769 | | | | | | 721 | | | | | | 749 | | |
Technical operations
|
| | | | 350 | | | | | | 419 | | | | | | 305 | | | | | | 297 | | | | | | 388 | | | | | | 210 | | | | | | 214 | | | | | | 212 | | |
Development
|
| | | | 748 | | | | | | 962 | | | | | | 1,180 | | | | | | 1,030 | | | | | | 1,059 | | | | | | 1,053 | | | | | | 1,008 | | | | | | 917 | | |
General and administrative
|
| | | | 2,038 | | | | | | 2,438 | | | | | | 2,004 | | | | | | 2,511 | | | | | | 2,675 | | | | | | 2,933 | | | | | | 2,533 | | | | | | 2,238 | | |
Depreciation
|
| | | | 1,038 | | | | | | 738 | | | | | | 746 | | | | | | 712 | | | | | | 604 | | | | | | 562 | | | | | | 532 | | | | | | 513 | | |
Amortization of intangible assets
|
| | | | 69 | | | | | | 68 | | | | | | 78 | | | | | | 78 | | | | | | 78 | | | | | | 10 | | | | | | 10 | | | | | | 10 | | |
Impairment of intangible and long-lived assets
|
| | | | 4,480 | | | | | | 58 | | | | | | 52 | | | | | | 39 | | | | | | 65 | | | | | | 26 | | | | | | 37 | | | | | | 69 | | |
Total cost and expenses
|
| | | | 11,769 | | | | | | 8,632 | | | | | | 9,238 | | | | | | 13,341 | | | | | | 11,954 | | | | | | 12,300 | | | | | | 12,419 | | | | | | 12,560 | | |
Operating (loss) income
|
| | | | (4,026 ) | | | | | | (241 ) | | | | | | (140 ) | | | | | | (3,482 ) | | | | | | (1,249 ) | | | | | | (618 ) | | | | | | (157 ) | | | | | | 926 | | |
Interest expense (income) and other,
net |
| | | | 138 | | | | | | (82 ) | | | | | | 114 | | | | | | (141 ) | | | | | | 16 | | | | | | 191 | | | | | | (229 ) | | | | | | 118 | | |
Income (loss) before (benefit) provision for income taxes
|
| | | | (4,164 ) | | | | | | (159 ) | | | | | | (254 ) | | | | | | (3,341 ) | | | | | | (1,265 ) | | | | | | (809 ) | | | | | | 72 | | | | | | 808 | | |
Income tax (benefit) provision
|
| | | | (447 ) | | | | | | (65 ) | | | | | | (583 ) | | | | | | 67 | | | | | | (23 ) | | | | | | 13 | | | | | | 168 | | | | | | 85 | | |
Net (loss) income
|
| | | $ | (3,717 ) | | | | | $ | (94 ) | | | | | $ | 329 | | | | | $ | (3,408 ) | | | | | $ | (1,242 ) | | | | | $ | (822 ) | | | | | $ | (96 ) | | | | | $ | 723 | | |
Basic and diluted net income (loss)
per share |
| | | $ | (0.12 ) | | | | | $ | (0.00 ) | | | | | $ | 0.01 | | | | | $ | (0.13 ) | | | | | $ | (0.05 ) | | | | | $ | (0.03 ) | | | | | $ | (0.00 ) | | | | | $ | 0.03 | | |
Shares used in computation of basic
net income (loss) per share |
| | | | 31,895 | | | | | | 29,212 | | | | | | 25,908 | | | | | | 25,846 | | | | | | 25,675 | | | | | | 25,188 | | | | | | 25,100 | | | | | | 24,654 | | |
Shares used in computation of diluted net income (loss) per share
|
| | | | 31,895 | | | | | | 29,212 | | | | | | 25,975 | | | | | | 25,846 | | | | | | 25,675 | | | | | | 25,188 | | | | | | 25,100 | | | | | | 24,942 | | |
| | |
June 30,
2017 |
| |
December 31,
2016 |
| ||||||
Assets | | | | ||||||||||
Current assets: | | | | ||||||||||
Cash and cash equivalents
|
| | | $ | 9,808 | | | | | $ | 11,360 | | |
Restricted cash
|
| | | | 380 | | | | | | 454 | | |
Accounts receivable
|
| | | | 438 | | | | | | 525 | | |
Prepaid expenses and other
|
| | | | 540 | | | | | | 1,408 | | |
Total current assets
|
| | | | 11,166 | | | | | | 13,747 | | |
Property and equipment, net
|
| | | | 2,221 | | | | | | 4,494 | | |
Goodwill
|
| | | | 11,136 | | | | | | 10,523 | | |
Intangible assets, net
|
| | | | 2,840 | | | | | | 2,950 | | |
Deposits and other assets
|
| | | | 90 | | | | | | 103 | | |
Total assets
|
| | | $ | 27,453 | | | | | $ | 31,817 | | |
Liabilities and Stockholders’ Equity | | | | ||||||||||
Current liabilities: | | | | ||||||||||
Accounts payable
|
| | | $ | 1,158 | | | | | $ | 819 | | |
Accrued liabilities
|
| | | | 2,858 | | | | | | 2,590 | | |
Deferred revenue
|
| | | | 3,143 | | | | | | 4,005 | | |
Total current liabilities
|
| | | | 7,159 | | | | | | 7,414 | | |
Deferred tax liability – non-current
|
| | | | 2,274 | | | | | | 2,092 | | |
Other liabilities
|
| | | | 98 | | | | | | 246 | | |
Total liabilities
|
| | | | 9,531 | | | | | | 9,752 | | |
Commitments and Contingencies (Note 10) | | | | ||||||||||
Stockholders’ equity: | | | | ||||||||||
10,000,000 shares of Preferred Stock authorized, $0.001 par value, 450,000 of which are designated as Series C Junior Participating Cumulative Preferred Stock, with no shares of Preferred Stock issued or outstanding
|
| | | | — | | | | | | — | | |
100,000,000 shares of Common Stock authorized, $0.001 par value, with 32,176,023 and 31,983,545 shares of Common Stock issued and outstanding at June 30, 2017 and December 31, 2016
|
| | | | 32 | | | | | | 32 | | |
Additional paid-in-capital
|
| | | | 87,543 | | | | | | 87,198 | | |
Accumulated other comprehensive income
|
| | | | 869 | | | | | | 713 | | |
Accumulated deficit
|
| | | | (70,522 ) | | | | | | (65,878 ) | | |
Total stockholders’ equity
|
| | | | 17,922 | | | | | | 22,065 | | |
Total liabilities and stockholders’ equity
|
| | | $ | 27,453 | | | | | $ | 31,817 | | |
|
| | |
Three Months Ended
June 30, |
| |
Six Months Ended
June 30, |
| ||||||||||||||||||
| | |
2017
|
| |
2016
|
| |
2017
|
| |
2016
|
| ||||||||||||
Revenue
|
| | | $ | 6,640 | | | | | $ | 9,098 | | | | | $ | 13,904 | | | | | $ | 18,957 | | |
Cost and expenses: | | | | | | ||||||||||||||||||||
Cost of revenue (exclusive of depreciation shown separately below)
|
| | | | 1,684 | | | | | | 2,653 | | | | | | 4,038 | | | | | | 8,882 | | |
Sales and marketing
|
| | | | 561 | | | | | | 1,380 | | | | | | 1,211 | | | | | | 2,832 | | |
Customer service
|
| | | | 586 | | | | | | 840 | | | | | | 1,221 | | | | | | 1,833 | | |
Technical operations
|
| | | | 280 | | | | | | 305 | | | | | | 499 | | | | | | 602 | | |
Development
|
| | | | 904 | | | | | | 1,180 | | | | | | 1,619 | | | | | | 2,210 | | |
General and administrative
|
| | | | 3,664 | | | | | | 2,004 | | | | | | 6,898 | | | | | | 4,515 | | |
Depreciation
|
| | | | 1,666 | | | | | | 746 | | | | | | 3,374 | | | | | | 1,458 | | |
Amortization of intangible assets
|
| | | | 49 | | | | | | 78 | | | | | | 98 | | | | | | 156 | | |
Impairment of intangible and long-lived assets
|
| | | | 15 | | | | | | 52 | | | | | | 24 | | | | | | 91 | | |
Total cost and expenses
|
| | | | 9,409 | | | | | | 9,238 | | | | | | 18,982 | | | | | | 22,579 | | |
Operating loss
|
| | | | (2,769 ) | | | | | | (140 ) | | | | | | (5,078 ) | | | | | | (3,622 ) | | |
Interest (income) expense and other, net
|
| | | | (111 ) | | | | | | 114 | | | | | | (342 ) | | | | | | (27 ) | | |
Loss before income tax benefit
|
| | | | (2,658 ) | | | | | | (254 ) | | | | | | (4,736 ) | | | | | | (3,595 ) | | |
Income tax benefit
|
| | | | (139 ) | | | | | | (583 ) | | | | | | (92 ) | | | | | | (516 ) | | |
Net (loss) income
|
| | | | (2,519 ) | | | | | | 329 | | | | | | (4,644 ) | | | | | | (3,079 ) | | |
Other comprehensive (loss) income, net of tax: | | | | | | ||||||||||||||||||||
Foreign currency translation adjustment
|
| | | | 56 | | | | | | (4 ) | | | | | | 156 | | | | | | (25 ) | | |
Comprehensive (loss) income
|
| | | $ | (2,463 ) | | | | | $ | 325 | | | | | $ | (4,488 ) | | | | | $ | (3,104 ) | | |
Net (loss) earnings per share – basic and diluted
|
| | | $ | (0.08 ) | | | | | $ | 0.01 | | | | | $ | (0.14 ) | | | | | $ | (0.12 ) | | |
Weighted average shares outstanding – basic
|
| | | | 32,098 | | | | | | 25,908 | | | | | | 32,051 | | | | | | 25,885 | | |
Weighted average shares outstanding – diluted
|
| | | | 32,098 | | | | | | 25,975 | | | | | | 32,051 | | | | | | 25,885 | | |
| | |
Three Months Ended
June 30, |
| |
Six Months Ended
June 30, |
| ||||||||||||||||||
| | |
2017
|
| |
2016
|
| |
2017
|
| |
2016
|
| ||||||||||||
Stock-based compensation | | | | | | ||||||||||||||||||||
Sales and marketing
|
| | | $ | 15 | | | | | $ | 67 | | | | | $ | 16 | | | | | $ | 95 | | |
Customer service
|
| | | | 2 | | | | | | 4 | | | | | | 5 | | | | | | 4 | | |
Technical operations
|
| | | | 2 | | | | | | 24 | | | | | | 4 | | | | | | 44 | | |
Development
|
| | | | 16 | | | | | | 7 | | | | | | 12 | | | | | | 12 | | |
General and administrative
|
| | | | 150 | | | | | | 242 | | | | | | 308 | | | | | | 511 | | |
| | |
For the Six Months Ended June 30,
|
| |||||||||
| | |
2017
|
| |
2016
|
| ||||||
Cash flows from operating activities: | | | | ||||||||||
Net loss
|
| | | $ | (4,644 ) | | | | | $ | (3,079 ) | | |
Adjustments to reconcile net loss to cash used in operating activities:
|
| | | ||||||||||
Depreciation and amortization
|
| | | | 3,472 | | | | | | 1,614 | | |
Impairment of intangible and long-lived assets
|
| | | | 24 | | | | | | 91 | | |
Stock-based compensation
|
| | | | 345 | | | | | | 666 | | |
Foreign exchange gain on intercompany loan
|
| | | | (423 ) | | | | | | (64 ) | | |
Provision for deferred income taxes
|
| | | | 182 | | | | | | (1 ) | | |
Settlement of unrecognized tax benefits
|
| | | | (186 ) | | | | | | (719 ) | | |
Bad debt expense
|
| | | | — | | | | | | 52 | | |
Changes in operating assets and liabilities:
|
| | | ||||||||||
Accounts receivable
|
| | | | 87 | | | | | | 369 | | |
Restricted cash
|
| | | | 74 | | | | | | 131 | | |
Prepaid expenses and other assets
|
| | | | 830 | | | | | | 736 | | |
Accounts payable and accrued liabilities
|
| | | | 858 | | | | | | (682 ) | | |
Deferred revenue
|
| | | | (862 ) | | | | | | (626 ) | | |
Other liabilities
|
| | | | (148 ) | | | | | | (146 ) | | |
Net cash used in operating activities
|
| | | | (391 ) | | | | | | (1,658 ) | | |
Cash flows from investing activities: | | | | ||||||||||
Purchases of property and equipment
|
| | | | (1,161 ) | | | | | | (1,777 ) | | |
Net cash used in investing activities
|
| | | | (1,161 ) | | | | | | (1,777 ) | | |
Net decrease in cash
|
| | | | (1,552 ) | | | | | | (3,435 ) | | |
Cash and cash equivalents at beginning of year
|
| | | | 11,360 | | | | | | 6,565 | | |
Cash and cash equivalents at end of year
|
| | | $ | 9,808 | | | | | $ | 3,130 | | |
Supplemental disclosure of cash flow information: | | | | ||||||||||
Cash paid for income taxes
|
| | | $ | 37 | | | | | $ | 14 | | |
Supplemental disclosure of non-cash investing activities: | | | | ||||||||||
Purchases of property and equipment recorded in accounts payable and
accrued liabilities |
| | | $ | 26 | | | | | $ | 91 | | |
| | |
Three Months Ended June 30,
|
| |
Six Months Ended June 30,
|
| ||||||||||||||||||
(in thousands except per share amounts)
|
| |
2017
|
| |
2016
|
| |
2017
|
| |
2016
|
| ||||||||||||
Basic Net (Loss) Earnings Per Share | | | | | | ||||||||||||||||||||
Net (loss) income applicable to common stock
|
| | | $ | (2,519 ) | | | | | $ | 329 | | | | | $ | (4,644 ) | | | | | $ | (3,079 ) | | |
Weighted average shares outstanding
|
| | | | 32,098 | | | | | | 25,908 | | | | | | 32,051 | | | | | | 25,885 | | |
Basic Net (Loss) Earnings Per Share
|
| | | $ | (0.08 ) | | | | | $ | 0.01 | | | | | $ | (0.14 ) | | | | | $ | (0.12 ) | | |
Diluted Net (Loss) Earnings Per Share | | | | | | ||||||||||||||||||||
Net (loss) income applicable to common stock
|
| | | $ | (2,519 ) | | | | | $ | 329 | | | | | $ | (4,644 ) | | | | | $ | (3,079 ) | | |
Weighted average shares outstanding
|
| | | | 32,098 | | | | | | 25,908 | | | | | | 32,051 | | | | | | 25,885 | | |
Effect of dilutive securities
|
| | | | — | | | | | | 67 | | | | | | — | | | | | | — | | |
Weighted average number of shares
|
| | | | 32,098 | | | | | | 25,975 | | | | | | 32,051 | | | | | | 25,885 | | |
Diluted Net (Loss) Earnings Per Share
|
| | | $ | (0.08 ) | | | | | $ | 0.01 | | | | | $ | (0.14 ) | | | | | $ | (0.12 ) | | |
|
| | |
Number of
Shares |
| |
Weighted
Average Price Per Share |
| |
Weighted
Average Remaining Contractual Life (in years) |
| |
Aggregate
Intrinsic Value |
||||||||||||
Outstanding at December 31, 2016
|
| | | | 1,195 | | | | | $ | 6.77 | | | | | |||||||||
Granted
|
| | | | 1,345 | | | | | | 1.01 | | | | | |||||||||
Exercised
|
| | | | — | | | | | | — | | | | | |||||||||
Expired
|
| | | | — | | | | | | — | | | | | |||||||||
Forfeited
|
| | | | (30 ) | | | | | | 6.04 | | | | | |||||||||
Outstanding at March 31, 2017
|
| | | | 2,510 | | | | | $ | 3.69 | | | | | | 5.5 | | | | | $ | 28,584 | |
Granted
|
| | | | — | | | | | $ | — | | | | | |||||||||
Exercised
|
| | | | — | | | | | | — | | | | | |||||||||
Expired
|
| | | | — | | | | | | — | | | | | |||||||||
Forfeited
|
| | | | (76 ) | | | | | | 2.78 | | | | | |||||||||
Outstanding at June 30, 2017
|
| | | | 2,434 | | | | | $ | 3.72 | | | | | | 5.2 | | | | | $ | — | |
Vested and exercisable at June 30, 2017
|
| | | | 830 | | | | | $ | 6.35 | | | | | | 3.5 | | | | | $ | — | |
|
(in thousands, net of tax)
|
| |
Foreign Currency
Translation |
| |||
Balance at December 31, 2016
|
| | | $ | 713 | | |
Other comprehensive income (loss) before reclassifications
|
| | | | 100 | | |
Balance at March 31, 2017
|
| | | $ | 813 | | |
Other comprehensive income (loss) before reclassifications
|
| | | | 56 | | |
Balance at June 30, 2017
|
| | | $ | 869 | | |
|
| | |
Three Months Ended June 30,
|
| |
Six Months Ended June 30,
|
| ||||||||||||||||||
(in thousands)
|
| |
2017
|
| |
2016
|
| |
2017
|
| |
2016
|
| ||||||||||||
Revenue | | | | | | ||||||||||||||||||||
Jewish Networks
|
| | | $ | 3,137 | | | | | $ | 3,627 | | | | | $ | 6,285 | | | | | $ | 7,623 | | |
Christian Networks
|
| | | | 3,371 | | | | | | 5,044 | | | | | | 7,184 | | | | | | 10,449 | | |
Other Networks
|
| | | | 134 | | | | | | 413 | | | | | | 420 | | | | | | 852 | | |
Offline and Other Businesses
|
| | | | (2 ) | | | | | | 14 | | | | | | 15 | | | | | | 33 | | |
Total Revenue
|
| | | $ | 6,640 | | | | | $ | 9,098 | | | | | $ | 13,904 | | | | | $ | 18,957 | | |
Direct Marketing Expenses | | | | | | ||||||||||||||||||||
Jewish Networks
|
| | | $ | 259 | | | | | $ | 372 | | | | | $ | 829 | | | | | $ | 869 | | |
Christian Networks
|
| | | | 405 | | | | | | 1,001 | | | | | | 1,208 | | | | | | 5,421 | | |
Other Networks
|
| | | | 26 | | | | | | 105 | | | | | | 86 | | | | | | 225 | | |
Total Direct Marketing Expenses
|
| | | | 690 | | | | | | 1,478 | | | | | | 2,123 | | | | | | 6,516 | | |
Unallocated Operating Expenses
|
| | | | 8,719 | | | | | | 7,760 | | | | | | 16,859 | | | | | | 16,063 | | |
Operating Loss
|
| | | $ | (2,769 ) | | | | | $ | (140 ) | | | | | $ | (5,078 ) | | | | | $ | (3,622 ) | | |
|
|
KPMG Audit
Tour EQHO 2 Avenue Gambetta CS 60055 92066 Paris La Défense Cedex France |
| |
Téléphone : +33 (01) 55 68 68 68
Télécopie : +33 (01) 55 68 73 00 Site internet : www.kpmg.fr |
|
| | |
Note
|
| |
As of
September 30, 2016 |
| |
As of
December 31, 2015 |
| |
As of
January 1, 2015 |
| ||||||||||||
ASSETS | | | | | | ||||||||||||||||||||
Non-current assets
|
| | | | | | | | | | 747 | | | | | | 941 | | | | | | 1,246 | | |
Intangible assets
|
| | |
|
5.1
|
| | | | | 1 | | | | | | 0 | | | | | | 22 | | |
Licences and domains
|
| | | | 5.1 | | | | | | 1 | | | | | | 0 | | | | | | 0 | | |
Other intangible assets
|
| | | | 5.1 | | | | | | 0 | | | | | | 0 | | | | | | 22 | | |
Property, plant and equipment
|
| | |
|
5.2
|
| | | | | 137 | | | | | | 152 | | | | | | 163 | | |
Land and buildings
|
| | | | 5.2 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Other and office equipment
|
| | | | 5.2 | | | | | | 137 | | | | | | 152 | | | | | | 163 | | |
Other non-current financial assets
|
| | |
|
5.4
|
| | | | | 17 | | | | | | 91 | | | | | | 91 | | |
Other non-current financial assets – third parties
|
| | | | 5.4 | | | | | | 17 | | | | | | 91 | | | | | | 91 | | |
Deferred tax assets
|
| | |
|
5.6
|
| | | | | 593 | | | | | | 697 | | | | | | 971 | | |
Current assets
|
| | | | | | | | | | 2,661 | | | | | | 3,515 | | | | | | 3,723 | | |
Current trade and other receivables
|
| | | | | | | | | | 304 | | | | | | 499 | | | | | | 504 | | |
Trade receivables due from third parties (current)
|
| | | | 5.3 | | | | | | 11 | | | | | | 37 | | | | | | 19 | | |
Other financial assets – third parties (current)
|
| | | | 5.4 | | | | | | 74 | | | | | | 0 | | | | | | 0 | | |
Other non-financial current assets
|
| | | | 5.5 | | | | | | 218 | | | | | | 461 | | | | | | 485 | | |
Current income tax assets
|
| | | | 4.6 | | | | | | 0 | | | | | | 22 | | | | | | 0 | | |
Cash and cash equivalents
|
| | |
|
5.7
|
| | | | | 2,357 | | | | | | 2,995 | | | | | | 3,220 | | |
TOTAL ASSETS
|
| | | | | | | | | | 3,408 | | | | | | 4,456 | | | | | | 4,970 | | |
| | |
Note
|
| |
As of
September 30, 2016 |
| |
As of
December 31, 2015 |
| |
As of
January 1, 2015 |
| ||||||||||||
EQUITY AND LIABILITIES | | | | | | ||||||||||||||||||||
Equity
|
| | | | 5.8 | | | | | | 1,882 | | | | | | 2,554 | | | | | | 3,194 | | |
Subscribed capital
|
| | | | 5.8 | | | | | | 136 | | | | | | 136 | | | | | | 136 | | |
Capital reserves
|
| | | | 5.8 | | | | | | 798 | | | | | | 798 | | | | | | 796 | | |
Other reserves
|
| | | | | ||||||||||||||||||||
IFRS Revaluation reserve
|
| | | | 5.8 | | | | | | 967 | | | | | | 967 | | | | | | 967 | | |
Other reserves
|
| | | | 5.8 | | | | | | 14 | | | | | | 14 | | | | | | 2 | | |
Retained earnings
|
| | | | | ||||||||||||||||||||
Retained earnings
|
| | | | 5.8 | | | | | | (241 ) | | | | | | (6 ) | | | | | | 1,292 | | |
Profit / loss of the year
|
| | | | 5.8 | | | | | | 208 | | | | | | 645 | | | | | | — | | |
Non-current liabilties
|
| | | | | | | | | | 30 | | | | | | 39 | | | | | | 9 | | |
Other non-current provisions
|
| | |
|
5.9
|
| | | | | 30 | | | | | | 39 | | | | | | 9 | | |
Current liabilities
|
| | | | | | | | | | 1,497 | | | | | | 1,863 | | | | | | 1,766 | | |
| | | | | | ||||||||||||||||||||
Current borrowings
|
| | | | | | | | | | 1 | | | | | | — | | | | | | 1 | | |
Current trade and other payables
|
| | | | | | | | | | 580 | | | | | | 969 | | | | | | 833 | | |
Trade payables to third parties (current)
|
| | | | 5.10 | | | | | | 355 | | | | | | 555 | | | | | | 458 | | |
Trade payables to affiliates (current)
|
| | | | 5.10 | | | | | | — | | | | | | 107 | | | | | | 97 | | |
Other non-financial liabilities (current)
|
| | | | 5.11 | | | | | | 225 | | | | | | 307 | | | | | | 278 | | |
Income tax liabilities (current)
|
| | | | 5.12 | | | | | | — | | | | | | — | | | | | | 9 | | |
Deferred Income (current)
|
| | | | 5.13 | | | | | | 915 | | | | | | 894 | | | | | | 923 | | |
TOTAL EQUITY AND LIABILITIES
|
| | | | | | | | | | 3,408 | | | | | | 4,456 | | | | | | 4,970 | | |
| | |
Note
|
| |
For the period from
January 1, 2016 to September 30, 2016 |
| |
For the period from
January 1, 2015 to December 31, 2015 |
| |||||||||
Continuing operations | | | | | |||||||||||||||
Revenue
|
| | | | 4.1 | | | | | | 5,176 | | | | | | 7,614 | | |
Cost of Sales
|
| | | | 4.2 | | | | | | (2,710 ) | | | | | | (4,130 ) | | |
Direct marketing costs
|
| | | | 4.2 | | | | | | (2,629 ) | | | | | | (4,030 ) | | |
Data center expenses
|
| | | | 4.2 | | | | | | (58 ) | | | | | | (68 ) | | |
Credit card fees
|
| | | | 4.2 | | | | | | (23 ) | | | | | | (32 ) | | |
Gross Profit
|
| | | | | | | | | | 2,466 | | | | | | 3,484 | | |
Other income
|
| | | | 4.3 | | | | | | 15 | | | | | | — | | |
Costs and Expenses
|
| | | | 4.4 | | | | | | (2,180 ) | | | | | | (2,590 ) | | |
Sales and marketing
|
| | | | 4.4 | | | | | | (1,106 ) | | | | | | (1,244 ) | | |
Customer service
|
| | | | 4.4 | | | | | | (52 ) | | | | | | (62 ) | | |
Technical operations
|
| | | | 4.4 | | | | | | (327 ) | | | | | | (527 ) | | |
Development Costs
|
| | | | 4.4 | | | | | | (96 ) | | | | | | (83 ) | | |
General and administrative
|
| | | | 4.4 | | | | | | (599 ) | | | | | | (675 ) | | |
Operating profit
|
| | | | | | | | | | 301 | | | | | | 894 | | |
Interest income and similar income
|
| | | | | | | | | | 15 | | | | | | 30 | | |
Interest expense and similar charges
|
| | | | | | | | | | (5 ) | | | | | | (5 ) | | |
Net finance income
|
| | | | 4.5 | | | | | | 11 | | | | | | 24 | | |
Income before taxes
|
| | | | | | | | | | 312 | | | | | | 919 | | |
Income taxes
|
| | | | 4.6 | | | | | | (104 ) | | | | | | (274 ) | | |
Profit for the period
|
| | | | | | | | | | 208 | | | | | | 645 | | |
Total comprehensive income for the period
|
| | | | | | | | | | 208 | | | | | | 645 | | |
Earnings per share – Continuing operations | | | | | | | | | | ||||||||||
Basic earnings per share (€)
|
| | | | | | | | | | 4.72 | | | | | | 14.65 | | |
Diluted earnings per share (€)
|
| | | | | | | | | | 4.72 | | | | | | 14.65 | | |
| | |
Note
|
| |
Subscribed
capital |
| |
Capital
reserves |
| |
Other
reserves |
| |
Retained
earnings |
| |
Equity
|
| ||||||||||||||||||
January 1, 2015
|
| | | | | | | | | | 136 | | | | | | 796 | | | | | | 969 | | | | | | 1,292 | | | | | | 3,194 | | |
Profit for the period
|
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | 645 | | | | | | 645 | | |
Total comprehensive income for the period ended
December 31, 2015 |
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | 645 | | | | | | 645 | | |
Dividend paid
|
| | | | 5.8 | | | | | | | | | | | | | | | | | | | | | | | | (1,285 ) | | | | | | (1,285 ) | | |
Income appropriation
|
| | | | | | | | | | — | | | | | | — | | | | | | 14 | | | | | | (14 ) | | | | | | — | | |
December 31, 2015
|
| | | | | | | | | | 136 | | | | | | 798 | | | | | | 981 | | | | | | 639 | | | | | | 2,554 | | |
January 1, 2016
|
| | | | | | | | | | 136 | | | | | | 798 | | | | | | 981 | | | | | | 639 | | | | | | 2,554 | | |
Profit for the period
|
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | 208 | | | | | | 208 | | |
Total comprehensive income for the period ended
September 30, 2016 |
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | 208 | | | | | | 208 | | |
Dividend paid
|
| | | | 5.8 | | | | | | — | | | | | | — | | | | | | — | | | | | | (880 ) | | | | | | (880 ) | | |
September 30, 2016
|
| | | | | | | | | | 136 | | | | | | 798 | | | | | | 981 | | | | | | (33 ) | | | | | | 1,882 | | |
| | |
For the period from
January 1, 2016 to September 30, 2016 |
| |
For the period from
January 1, 2015 to December 31, 2015 |
| ||||||
Profit of the period
|
| | | | 208 | | | | | | 645 | | |
Amortization of intangible assets
|
| | | | - | | | | | | 1 | | |
Impairment of intangible and long-lived assets
|
| | | | 21 | | | | | | 47 | | |
Income tax
|
| | | | 104 | | | | | | 274 | | |
Change in provisions
|
| | | | (9 ) | | | | | | 30 | | |
Changes in working capital
|
| | | | | | | | | | — | | |
Change in current trade and other receivables (including tax assets)
|
| | | | 217 | | | | | | (17 ) | | |
Change in current trade and other payables (including tax liabilities and deferred revenue)
|
| | | | (368 ) | | | | | | 98 | | |
Cash inflow from operating activities
|
| | | | 173 | | | | | | 1,076 | | |
Expenditure for investments in intangible assets
|
| | | | (4 ) | | | | | | (1 ) | | |
Expenditure for investments in property, plant and equipment
|
| | | | (1 ) | | | | | | (15 ) | | |
Cash outflow from investing activities
|
| | | | (4 ) | | | | | | (15 ) | | |
Dividend paid
|
| | | | (880 ) | | | | | | (1,285 ) | | |
Cash outflow from financing activities
|
| | | | (880 ) | | | | | | (1,285 ) | | |
Change in cash and cash equivalents
|
| | | | (638 ) | | | | | | (224 ) | | |
Cash and cash equivalents at beginning of the period
|
| | | | 2,995 | | | | | | 3,219 | | |
Cash and cash equivalents at End of the period
|
| | | | 2,357 | | | | | | 2,995 | | |
| | |
French GAAP
|
| |
Effect of
Transition to IFRS |
| |
IFRS
|
| |||||||||
| | |
As of
January 1, 2015 |
| | | | | | | |
As of
January 1, 2015 |
| ||||||
| | |
(in € thousand)
|
| |
(in € thousand)
|
| |
(in € thousand)
|
| |||||||||
ASSETS | | | | | | | | | | | | | | | | | | | |
Non-current assets
|
| | | | 276 | | | | | | 971 | | | | | | 1,246 | | |
Intangible assets
|
| | | | 22 | | | | | | — | | | | | | 22 | | |
Other intangible assets
|
| | | | 22 | | | | | | — | | | | | | 22 | | |
Property, plant and equipment
|
| | | | 163 | | | | | | — | | | | | | 163 | | |
Other and office equipment
|
| | | | 163 | | | | | | — | | | | | | 163 | | |
Other non-current financial assets
|
| | | | 91 | | | | | | — | | | | | | 91 | | |
Other non-current financial assets – third parties
|
| | | | 91 | | | | | | — | | | | | | 91 | | |
Deferred tax assets
|
| | | | | | | | | | 971 | | | | | | 971 | | |
Currents assets
|
| | | | 3,744 | | | | | | (21 ) | | | | | | 3,723 | | |
Current trade and other receivables
|
| | | | 525 | | | | | | (21 ) | | | | | | 504 | | |
Trade receivables due from third parties (current)
|
| | | | 16 | | | | | | 2 | | | | | | 19 | | |
Other non-financial current assets
|
| | | | 508 | | | | | | (23 ) | | | | | | 485 | | |
Current income tax assets | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | | 3,220 | | | | | | — | | | | | | 3,220 | | |
TOTAL ASSETS
|
| | | | 4,020 | | | | | | 950 | | | | | | 4,970 | | |
EQUITY AND LIABILITIES | | | | | | | | | | | | | | | | | | | |
Equity
|
| | | | 2,232 | | | | | | 962 | | | | | | 3,194 | | |
Subscribed capital
|
| | | | 136 | | | | | | | | | | | | 136 | | |
Capital reserves
|
| | | | 796 | | | | | | | | | | | | 796 | | |
Other reserves
|
| | | | 2 | | | | | | 968 | | | | | | 970 | | |
IFRS Revaluation reserve
|
| | | | | | | | | | 968 | | | | | | 968 | | |
Other reserves
|
| | | | 2 | | | | | | | | | | | | 2 | | |
Retained earnings
|
| | | | 1,298 | | | | | | (6 ) | | | | | | 1,292 | | |
Retained earnings
|
| | | | 1,298 | | | | | | (6 ) | | | | | | 1,292 | | |
Profit/loss of the year
|
| | | | | | | | | | | | | | | | | | |
Other non-current provisions
|
| | | | | | | | | | 9 | | | | | | 9 | | |
Current trade and other payables
|
| | | | 855 | | | | | | (21 ) | | | | | | 834 | | |
Trade payables to third parties (current)
|
| | | | 458 | | | | | | | | | | | | 458 | | |
Trade payables to affiliates (current)
|
| | | | 97 | | | | | | | | | | | | 97 | | |
Other non-financial liabilities (current)
|
| | | | 299 | | | | | | (21 ) | | | | | | 278 | | |
Income tax liabilities (current)
|
| | | | 9 | | | | | | | | | | | | 9 | | |
Deferred Income (current)
|
| | | | 923 | | | | | | | | | | | | 923 | | |
TOTAL EQUITY AND LIABILITIES
|
| | | | 4,019 | | | | | | 950 | | | | | | 4,970 | | |
| | |
French GAAP
|
| |
Effect of
Transition to IFRS |
| |
IFRS
|
| |||||||||
| | |
As of
December 31, 2015 |
| | | | | | | |
As of
December 31, 2015 |
| ||||||
| | |
(in € thousand)
|
| |
(in € thousand)
|
| |
(in € thousand)
|
| |||||||||
ASSETS | | | | | | | | | | | | | | | | | | | |
Non-current assets
|
| | | | 244 | | | | | | 697 | | | | | | 940 | | |
Intangible assets
|
| | | | — | | | | | | — | | | | | | — | | |
Other intangible assets
|
| | | | | | | | | | | | | | | | | | |
Property, plant and equipment
|
| | | | 152 | | | | | | — | | | | | | 152 | | |
Other and office equipment
|
| | | | 152 | | | | | | — | | | | | | 152 | | |
Other non-current financial assets
|
| | | | 91 | | | | | | — | | | | | | 91 | | |
Other non-current financial assets – third parties
|
| | | | 91 | | | | | | — | | | | | | 91 | | |
Deferred tax assets
|
| | | | | | | | | | 697 | | | | | | 697 | | |
Current assets
|
| | | | 3,537 | | | | | | (22 ) | | | | | | 3,515 | | |
Current trade and other receivables
|
| | | | 520 | | | | | | (22 ) | | | | | | 499 | | |
Trade receivables due from third parties (current)
|
| | | | 39 | | | | | | 2 | | | | | | 37 | | |
Other non-financial current assets
|
| | | | 481 | | | | | | (20 ) | | | | | | 461 | | |
Current income tax assets
|
| | | | 22 | | | | | | | | | | | | 22 | | |
Cash and cash equivalents
|
| | | | 2,995 | | | | | | | | | | | | 2,995 | | |
TOTAL ASSETS
|
| | | | 3,781 | | | | | | 675 | | | | | | 4,456 | | |
EQUITY AND LIABILITIES | | | | | | | | | | | | | | | | | | | |
Equity
|
| | | | 1,871 | | | | | | 683 | | | | | | 2,554 | | |
Subscribed capital
|
| | | | 136 | | | | | | | | | | | | 136 | | |
Capital reserves
|
| | | | 798 | | | | | | | | | | | | 798 | | |
Other reserves
|
| | | | 14 | | | | | | 968 | | | | | | 981 | | |
IFRS Revaluation reserve
|
| | | | | | | | | | 968 | | | | | | 968 | | |
Other reserves
|
| | | | 14 | | | | | | | | | | | | 14 | | |
Retained earnings
|
| | | | 924 | | | | | | (285 ) | | | | | | 639 | | |
Retained earnings
|
| | | | | | | | | | (6 ) | | | | | | (6 ) | | |
Profit/loss of the year
|
| | | | 924 | | | | | | (279 ) | | | | | | 645 | | |
Other non-current provisions
|
| | | | 25 | | | | | | 14 | | | | | | 39 | | |
Current trade and other payables
|
| | | | 991 | | | | | | (22 ) | | | | | | 969 | | |
Trade payables to third parties (current)
|
| | | | 555 | | | | | | | | | | | | 555 | | |
Trade payables to affiliates (current)
|
| | | | 107 | | | | | | | | | | | | 107 | | |
Other non-financial liabilities (current)
|
| | | | 328 | | | | | | (22 ) | | | | | | 307 | | |
Income tax liabilities (current) | | | | | | | | | | | | | | | | | | | |
Deferred Income (current)
|
| | | | 894 | | | | | | | | | | | | 894 | | |
TOTAL EQUITY AND LIABILITIES
|
| | | | 3,781 | | | | | | 675 | | | | | | 4,456 | | |
| | |
French GAAP
|
| |
Effect of
Transition to IFRS |
| |
IFRS
|
| |||||||||
| | |
As of
December 31, 2015 |
| | | | | | | |
As of
December 31, 2015 |
| ||||||
| | |
(in € thousand)
|
| |
(in € thousand)
|
| |
(in € thousand)
|
| |||||||||
Revenue
|
| | | | 7,614 | | | | | | | | | | | | 7,614 | | |
Cost of Sales
|
| | | | (4,130 ) | | | | | | — | | | | | | (4,130 ) | | |
Direct Marketing costs
|
| | | | (4,030 ) | | | | | | | | | | | | (4,030 ) | | |
Data center expenses
|
| | | | (68 ) | | | | | | | | | | | | (68 ) | | |
Credit card fees
|
| | | | (32 ) | | | | | | | | | | | | (32 ) | | |
Mobile application processing fees
|
| | | | |||||||||||||||
Gross Profit
|
| | | | 3,484 | | | | | | — | | | | | | 3,484 | | |
Costs and Expenses
|
| | | | (2,585 ) | | | | | | (5 ) | | | | | | (2,590 ) | | |
Sales and Marketing
|
| | | | (1,238 ) | | | | | | (2 ) | | | | | | (1,240 ) | | |
Customer service
|
| | | | (61 ) | | | | | | (0 ) | | | | | | (61 ) | | |
Technical operations
|
| | | | (528 ) | | | | | | (1 ) | | | | | | (529 ) | | |
Development Costs
|
| | | | (84 ) | | | | | | (1 ) | | | | | | (84 ) | | |
General and administrative
|
| | | | (674 ) | | | | | | (1 ) | | | | | | (675 ) | | |
Amortization of intangible assets
|
| | | | | | | | | | | | | | | | | | |
Depreciation
|
| | | | | | | | | | | | | | | | | | |
Impairment of intangible and long-lived assets
|
| | | | | | | | | | | | | | | | | | |
Operating income
|
| | | | 899 | | | | | | (5 ) | | | | | | 894 | | |
Interest income and similar income
|
| | | | 30 | | | | | | | | | | | | 30 | | |
Interest expense and similar charges
|
| | | | (5 ) | | | | | | | | | | | | (5 ) | | |
Net finance Income
|
| | | | 24 | | | | | | — | | | | | | 24 | | |
Income before taxes
|
| | | | 923 | | | | | | (5 ) | | | | | | 919 | | |
Income taxes
|
| | | | — | | | | | | (274 ) | | | | | | (274 ) | | |
Profit
|
| | | | 923 | | | | | | (279 ) | | | | | | 645 | | |
Other comprehensive income | | | | | | | | | | | | | | | | | | | |
Total comprehensive income for the year
|
| | | | 923 | | | | | | (279 ) | | | | | | 645 | | |
(in € thousand)
|
| |
Equity as of
January 1, 2015 |
| |
Equity as of
December, 2015 |
| ||||||
French GAAP
|
| | | | 2,232 | | | | | | 1,871 | | |
DTA recognition As of January 1, 2015
|
| | | | 968 | | | | | | 968 | | |
Change in DTA
|
| | | | | | | | | | (274 ) | | |
IAS 19
|
| | | | (6 ) | | | | | | (11 ) | | |
IFRS
|
| | | | 3,194 | | | | | | 2,554 | | |
|
€ in thousands
|
| |
September 30,
2016 |
| |
December 31,
2015 |
| ||||||
Direct Marketing costs
|
| | | | 2,629 | | | | | | 4,030 | | |
Online Marketing
|
| | | | 1,006 | | | | | | 1,664 | | |
TV Marketing
|
| | | | 1,531 | | | | | | 2,206 | | |
Other Marketing Costs
|
| | | | 92 | | | | | | 160 | | |
Data center expenses
|
| | | | 58 | | | | | | 68 | | |
Credit card fees
|
| | | | 23 | | | | | | 32 | | |
Total
|
| | | | 2,710 | | | | | | 4,130 | | |
|
€ in thousands
|
| |
September 30,
2016 |
| |
December 31,
2016 |
| ||||||
Other income
|
| | | | 15 | | | | | | 0 | | |
Total
|
| | | | 15 | | | | | | 0 | | |
|
€ in thousands
|
| |
September 30,
2016 |
| |
December 31,
2015 |
| ||||||
Personnel costs
|
| | | | 832 | | | | | | 1,144 | | |
Legal, consulting, bookkeeping and auditing costs
|
| | | | 244 | | | | | | 171 | | |
Office expenses
|
| | | | 878 | | | | | | 964 | | |
Travel
|
| | | | 13 | | | | | | 29 | | |
Insurances
|
| | | | 5 | | | | | | 9 | | |
Depreciation
|
| | | | 20 | | | | | | 47 | | |
Repairs & Maintenance
|
| | | | 24 | | | | | | 7 | | |
Other technical expenses
|
| | | | 135 | | | | | | 220 | | |
Restructuring costs
|
| | | | 29 | | | | | | 0 | | |
Total Cost and expenses
|
| | | | 2,180 | | | | | | 2,590 | | |
|
€ in thousands
|
| |
September 30,
2016 |
| |
December 31,
2015 |
| ||||||
Personnel
|
| | | | 335 | | | | | | 488 | | |
Office expenses
|
| | | | 759 | | | | | | 731 | | |
Depreciation
|
| | | | 11 | | | | | | 25 | | |
Total sales and marketing
|
| | | | 1,106 | | | | | | 1,244 | | |
|
€ in thousands
|
| |
September 30,
2016 |
| |
December 31,
2015 |
| ||||||
Personnel
|
| | | | 50 | | | | | | 59 | | |
Depreciation
|
| | | | 2 | | | | | | 3 | | |
Total customer service
|
| | | | 52 | | | | | | 62 | | |
|
€ in thousands
|
| |
September 30,
2016 |
| |
December 31,
2015 |
| ||||||
Personnel
|
| | | | 189 | | | | | | 297 | | |
Depreciation
|
| | | | 3 | | | | | | 10 | | |
Other technical expenses
|
| | | | 135 | | | | | | 220 | | |
Total technical operations
|
| | | | 327 | | | | | | 527 | | |
|
€ in thousands
|
| |
September 30,
2016 |
| |
December 31,
2015 |
| ||||||
Personnel
|
| | | | 95 | | | | | | 79 | | |
Depreciation
|
| | | | 1 | | | | | | 4 | | |
Total development cost
|
| | | | 96 | | | | | | 83 | | |
|
€ in thousands
|
| |
September 20,
2016 |
| |
December 31,
2015 |
| ||||||
Personnel
|
| | | | 163 | | | | | | 222 | | |
Office expenses
|
| | | | 119 | | | | | | 232 | | |
Depreciation
|
| | | | 2 | | | | | | 6 | | |
Travelling
|
| | | | 13 | | | | | | 29 | | |
Insurances
|
| | | | 5 | | | | | | 9 | | |
Legal, consulting, bookkeeping and auditing costs
|
| | | | 244 | | | | | | 171 | | |
Repairs and Maintenance
|
| | | | 24 | | | | | | 7 | | |
Restructuring costs
|
| | | | 29 | | | | | | 0 | | |
Total General and administration
|
| | | | 599 | | | | | | 675 | | |
|
€ in thousands
|
| |
September 30,
2016 |
| |
December 31,
2015 |
| ||||||
Interest income and similar income
|
| | | | 11 | | | | | | 24 | | |
Total net finance income
|
| | | | 11 | | | | | | 24 | | |
€ in thousands
|
| |
September 30,
2016 |
| |
December 31,
2015 |
| ||||||
Current income tax
|
| | | | 0 | | | | | | 0 | | |
Current income tax expenses (-) / income (+)
|
| | | | — | | | | | | — | | |
Adjustments for current income tax from prior periods
|
| | | | — | | | | | | — | | |
Deferred tax
|
| | | | (104 ) | | | | | | (274 ) | | |
Deferred taxes from the origination and reversal of temporary differences
|
| | |
|
(104
)
|
| | | |
|
(274
)
|
| |
Deferred taxes on tax losses carryforward
|
| | | | — | | | | | | — | | |
Total
|
| | | | (104 ) | | | | | | (274 ) | | |
|
€ in thousands
|
| |
September 30,
2016 |
| |
December 31,
2015 |
| ||||||
Income before tax
|
| | | | 312 | | | | | | 919 | | |
Tax rate of the Group in %
|
| | | | 33,33 | | | | | | 33,33 | | |
Expected tax expense (-) / income (+)
|
| | | | (104 ) | | | | | | (306 ) | | |
Tax effect of: | | | | | | | | | | | | | |
Non-deductive expenses for tax purpose
|
| | | | 0 | | | | | | 2 | | |
Tax-exempt income (Research tax credit)
|
| | | | — | | | | | | 30 | | |
Effective tax expense
|
| | | | (104 ) | | | | | | (274 ) | | |
€ in thousands
|
| |
September 30,
2016 |
| |
December 31,
2015 |
| |
January 1,
2015 |
| |||||||||
Deferred tax assets
|
| | | | 593 | | | | | | 697 | | | | | | 971 | | |
Deferred tax liabilities
|
| | | |
| | |
September 30,
2016 |
| |
December 31,
2015 |
| |
January 1,
2015 |
| |||||||||||||||||||||||||||
€ in thousands
|
| |
DTA
|
| |
DTL
|
| |
DTA
|
| |
DTL
|
| |
DTA
|
| |
DTL
|
| ||||||||||||||||||
Tax losses carryforward
|
| | | | 586 | | | | | | — | | | | | | 692 | | | | | | — | | | | | | 968 | | | | | | — | | |
Pension
|
| | | | 7 | | | | | | | | | | | | 5 | | | | | | | | | | | | 3 | | | | | | | | |
Total, gross
|
| | | | 593 | | | | | | 0 | | | | | | 697 | | | | | | — | | | | | | 971 | | | | | | — | | |
Set off of deferred tax
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total, net
|
| | | | 593 | | | | | | — | | | | | | 697 | | | | | | — | | | | | | 971 | | | | | | 0 | | |
| | |
Licences and
domains |
| |
Other
intangible assets |
| |
Amount
|
| |||||||||
Purchased costs
|
| |
€ in thousands
|
| |
€ in thousands
|
| |
€ in thousands
|
| |||||||||
January 1st, 2015
|
| | | | 0 | | | | | | 109 | | | | | | 109 | | |
Additions
|
| | | | 1 | | | | | | 0 | | | | | | 1 | | |
December 31st, 2015
|
| | | | 1 | | | | | | 109 | | | | | | 109 | | |
Additions
|
| | | | 1 | | | | | | 0 | | | | | | 1 | | |
| | |
Licences and
domains |
| |
Other
intangible assets |
| |
Amount
|
| |||||||||
Purchased costs
|
| |
€ in thousands
|
| |
€ in thousands
|
| |
€ in thousands
|
| |||||||||
September 30th, 2016
|
| | | | 1 | | | | | | 109 | | | | | | 110 | | |
Accumulated amortization and impairment
|
| | | | |||||||||||||||
January 1st, 2015
|
| | | | 0 | | | | | | 87 | | | | | | 87 | | |
Additions
|
| | | | 1 | | | | | | 22 | | | | | | 22 | | |
December 31st, 2015
|
| | | | 1 | | | | | | 109 | | | | | | 109 | | |
September 30th, 2016
|
| | | | 1 | | | | | | 109 | | | | | | 109 | | |
Remaining carrying amount
|
| | | | |||||||||||||||
January 1st, 2015
|
| | | | 0 | | | | | | 22 | | | | | | 22 | | |
December 31st, 2015
|
| | | | — | | | | | | — | | | | | | — | | |
September 30th, 2016
|
| | | | 1 | | | | | | — | | | | | | 1 | | |
| | |
Other and
office equipment |
| |
Amount
|
| ||||||
Purchased costs
|
| |
€ in thousands
|
| |
€ in thousands
|
| ||||||
January 1st, 2015
|
| | | | 203 | | | | | | 203 | | |
Additions
|
| | | | 15 | | | | | | 15 | | |
December 31st, 2015
|
| | | | 217 | | | | | | 217 | | |
Acquired
|
| | | | 4 | | | | | | 4 | | |
September 30th, 2016
|
| | | | 221 | | | | | | 221 | | |
Accumulated depreciation and impairment
|
| | | ||||||||||
January 1st, 2015
|
| | | | 40 | | | | | | 40 | | |
Additions
|
| | | | 25 | | | | | | 25 | | |
December 31st, 2015
|
| | | | 65 | | | | | | 65 | | |
Additions
|
| | | | 20 | | | | | | 20 | | |
September 30th, 2016
|
| | | | 85 | | | | | | 85 | | |
Remaining carrying amount
|
| | | ||||||||||
January 1st, 2015
|
| | | | 163 | | | | | | 163 | | |
December 31st, 2015
|
| | | | 152 | | | | | | 152 | | |
September 30th, 2016
|
| | | | 137 | | | | | | 137 | | |
€ in thousands
|
| |
September 30th,
2016 |
| |
December 31st,
2015 |
| |
January 1st,
2015 |
| |||||||||
Trade receivables (gross)
|
| | | | 13 | | | | | | 37 | | | | | | 19 | | |
Allowance for bad debt
|
| | | | (1 ) | | | | | | | | | | | | | | |
Non-current
|
| | | | |||||||||||||||
Current
|
| | | | 11 | | | | | | 37 | | | | | | 19 | | |
Total trade receivables
|
| | | | 11 | | | | | | 37 | | | | | | 19 | | |
|
€ in thousands
|
| |
September 30th,
2016 |
| |
December 31st,
2015 |
| |
January 1st,
2015 |
| |||||||||
Deposits
|
| | | | 91 | | | | | | 91 | | | | | | 91 | | |
Other receivables and assets
|
| | | | | | | | | | | | | | | | | | |
Non-current
|
| | | | 17 | | | | | | 91 | | | | | | 91 | | |
Current
|
| | | | 74 | | | | | | 0 | | | | | | 0 | | |
Other financial assets
|
| | | | 91 | | | | | | 91 | | | | | | 91 | | |
€ in thousands
|
| |
September 30th,
2016 |
| |
December 31st,
2015 |
| |
January 1st,
2015 |
| |||||||||
Prepaid expenses
|
| | | | 44 | | | | | | 178 | | | | | | 224 | | |
VAT receivables
|
| | | | 70 | | | | | | 39 | | | | | | 66 | | |
Other receivables and assets
|
| | | | 105 | | | | | | 245 | | | | | | 195 | | |
Non-current
|
| | | | |||||||||||||||
Current
|
| | | | 218 | | | | | | 461 | | | | | | 485 | | |
Other assets
|
| | | | 218 | | | | | | 461 | | | | | | 485 | | |
€ in thousands
|
| |
September 30th,
2016 |
| |
December 31st,
2015 |
| |
January 1st,
2015 |
| |||||||||
Cash equivalent
|
| | | | 693 | | | | | | 839 | | | | | | 1,574 | | |
Cash equivalent
|
| | | | 1,665 | | | | | | 2,156 | | | | | | 1,646 | | |
Total
|
| | | | 2,357 | | | | | | 2,995 | | | | | | 3,220 | | |
|
| | |
Other provisions
|
| |
Amount
|
| ||||||
| | |
€ in thousands
|
| |
€ in thousands
|
| ||||||
January 1st, 2015
|
| | | | 9 | | | | | | 9 | | |
Non-current
|
| | | | 9 | | | | | | 9 | | |
Addition
|
| | | | 30 | | | | | | 30 | | |
December 31st, 2015
|
| | | | 39 | | | | | | 39 | | |
Non-current
|
| | | | 39 | | | | | | 39 | | |
Reversal
|
| | | | (9 ) | | | | | | (9 ) | | |
September 30th, 2016
|
| | | | 30 | | | | | | 30 | | |
Non-current
|
| | | | 30 | | | | | | 30 | | |
| | | | | | | | |
€ in thousands
|
| |
September 30,
2016 |
| |
December 31,
2015 |
| |
January 1,
2015 |
| |||||||||
Suppliers
|
| | | | 294 | | | | | | 379 | | | | | | 320 | | |
Invoiced not yet received
|
| | | | 61 | | | | | | 176 | | | | | | 138 | | |
Trade payable to affiliates
|
| | | | 0 | | | | | | 107 | | | | | | 96 | | |
Non-current
|
| | | | |||||||||||||||
Current
|
| | | | 355 | | | | | | 662 | | | | | | 554 | | |
Total trade receivables
|
| | | | 355 | | | | | | 662 | | | | | | 554 | | |
|
€ in thousands
|
| |
September 30th,
2016 |
| |
December 31st,
2015 |
| |
January 1st,
2015 |
| |||||||||
VAT Payables
|
| | | | 73 | | | | | | 115 | | | | | | 121 | | |
Payroll liabilities
|
| | | | 140 | | | | | | 174 | | | | | | 125 | | |
Other tax liabilities
|
| | | | 12 | | | | | | 18 | | | | | | 32 | | |
Non-current
|
| | | | |||||||||||||||
Current
|
| | | | 225 | | | | | | 307 | | | | | | 278 | | |
Total other non-financial liabilities
|
| | | | 225 | | | | | | 307 | | | | | | 278 | | |
|
€ in thousands
|
| |
September 30,
2016 |
| |
December 31st,
2015 |
| |
January 1st,
2015 |
| |||||||||
Non-current
|
| | | | |||||||||||||||
Current
|
| | | | 915 | | | | | | 894 | | | | | | 923 | | |
Total deferred income
|
| | | | 915 | | | | | | 894 | | | | | | 923 | | |
|
(in € thousand)
|
| |
As of March 29,
2017 (date of inception) |
| |
As of June 30,
2017 |
| ||||||
ASSETS | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | | — | | | | | | 120 | | |
TOTAL ASSETS
|
| | | | — | | | | | | 120 | | |
EQUITY AND LIABILITIES | | | | | | | | | | | | | |
Equity | | | | | | | | | | | | | |
Subscribed Capital
|
| | | | 120 | | | | | | 120 | | |
Less unpaid contributions to subscribed capital
|
| | | | (120 ) | | | | | | — | | |
Accumulated Deficit
|
| | | | — | | | | | | (10 ) | | |
Total equity
|
| | | | — | | | | | | 110 | | |
Liabilities | | | | | | | | | | | | | |
Other liabilities
|
| | | | — | | | | | | 10 | | |
Total liabilities
|
| | | | — | | | | | | 10 | | |
TOTAL EQUITY AND LIABILITIES
|
| | | | — | | | | | | 120 | | |
|
in € thousand, except share and per share data
|
| |
From March 29
(date of inception) to June 30, 2017 |
| |||
Revenue
|
| | |
|
—
|
| |
General and admin expenses
|
| | | | (10 ) | | |
Operating loss
|
| | |
|
(10
)
|
| |
Loss before tax for the period
|
| | |
|
(10
)
|
| |
Income tax
|
| | |
|
—
|
| |
Loss after tax for the period
|
| | |
|
(10
)
|
| |
Total comprehensive loss for the period
|
| | |
|
(10
)
|
| |
Loss per share (basic/diluted)
|
| | |
|
(0.08
)
|
| |
Weighted average number of shares outstanding, basic and diluted
|
| | | | 120,000 | | |
|
in € thousand
|
| |
Subscribed
Capital |
| |
Accumulated
Deficit |
| |
Total Equity
|
| |||||||||
March 29, 2017 (date of inception) | | | | | | | | | | | | | | | | | | | |
Subscribed Capital at formation of the Company
|
| | | | 120 | | | | | | — | | | | | | 120 | | |
Less unpaid contributions to subscribed capital
|
| | | | (120 ) | | | | | | — | | | | | | (120 ) | | |
Balance at March 29, 2017
|
| | | | — | | | | | | — | | | | | | — | | |
Subscribed capital contribution payments by shareholders
|
| | | | 120 | | | | | | — | | | | | | 120 | | |
Loss for the period
|
| | | | — | | | | | | (10 ) | | | | | | (10 ) | | |
Balance at June 30, 2017
|
| | | | 120 | | | | | | (10 ) | | | | | | 110 | | |
|
in € thousand
|
| |
From March 29
(Date of inception) to June 30, 2017 |
| |||
Cash flows from operating activities | | | | | | | |
Loss of the period
|
| | | | (10 ) | | |
Change in other liabilities
|
| | | | 10 | | |
Net cash used in/provided by operating activities
|
| | | | 0 | | |
Cash inflow/outflow from investing activities
|
| | |
|
—
|
| |
Cash inflow from financing activities
|
| | |
|
—
|
| |
Subscribed capital contribution payments by shareholders
|
| | | | 120 | | |
Cash provided by financing activities
|
| | | | 120 | | |
Change in cash and cash equivalents
|
| | | | 120 | | |
Cash and cash equivalents as of March 29, 2017
|
| | |
|
—
|
| |
Cash and cash equivalents as of June 30, 2017
|
| | |
|
120
|
| |
|
| | |
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10.7
Assignability; Third Party Beneficiaries
|
| | | | A-0 | | |
| | | | A-60 | | | |
| | | | A-61 | | | |
| | | | A-62 | | | |
| | | | A-62 | | | |
EXHIBITS | | | |||||
Exhibit A
— Definitions
|
| | |||||
Exhibit B
— Support Agreement
|
| | |||||
Exhibit C
— Voting Agreement
|
| | |||||
Exhibit D
— Form of Lock-up Agreement
|
| | |||||
Exhibit E
— Certificate of Incorporation of the Surviving Corporation
|
| | |||||
Exhibit F
— Form of New Parent Articles of Association
|
| | |||||
Exhibit G
— Form of New Parent Rules of Procedure
|
| | |||||
Exhibit H
— Form of Registration Rights Agreement
|
| | |||||
Exhibit I
— Form of Chardonnay Tax Representation Letter
|
| | |||||
Exhibit J
— Form of Riesling Tax Representation Letter
|
| | |||||
Exhibit K
— Form of New Parent Tax Representation Letter
|
| | |||||
Schedule 1
— Parties to Voting Agreement
|
| | |||||
Schedule 2
— Parties to Lock-up Agreements
|
| | |||||
Schedule 3
— Parties to Registration Rights Agreements
|
| | |||||
Schedule 4
— Legal Fees
|
| | |||||
Schedule 1.5(b)(ii) — New Parent Board | | | |||||
Schedule 1.5(b)(iii)
— Management Directors
|
| |
| | | | AFFINITAS GMBH | | |||
| | | | By: | | | /s/ Jeronimo F. Folgueira | |
| | | | Name: | | | Jeronimo Folgueira | |
| | | | Title: | | | Managing Director | |
| | | | By: | | | /s/ Michael Schrezenmaier | |
| | | | Name: | | | Michael Schrezenmaier | |
| | | | Title: | | | Managing Director | |
| | | | CHARDONNAY MERGER SUB, INC. | | |||
| | | | By: | | | /s/ Michael Schrezenmaier | |
| | | | Name: | | | Michael Schrezenmaier | |
| | | | Title: | | | Managing Director | |
| | | | BLITZ 17-655 SE | | |||
| | | | By: | | | /s/ Michael Schrezenmaier | |
| | | | Name: | | | Michael Schrezenmaier | |
| | | | Title: | | | Chief Executive Officer | |
| | | | Michael J. McConnell | | |||
| | | | By: | | | /s/ Michael J. McConnell | |
| | | | | | | Name: Michael J. McConnell | |
| | | | | | | Title: | |
| | | | Michael B. Brodsky | | |||
| | | | By: | | | /s/ Michael B. Brodsky | |
| | | | | | | Name: Michael B. Brodsky | |
| | | | | | | Title: | |
| | | | John H. Lewis | | |||
| | | | By: | | | /s/ John H. Lewis | |
| | | | | | | Name: John H. Lewis | |
| | | | | | | Title: | |
| | | | Osmium Partners, LLC | | |||
| | | | By: | | | /s/ John H. Lewis | |
| | | | | | | Name: John H. Lewis | |
| | | | | | | Title: Managing Member | |
| | | | Daniel M. Rosenthal | | |||
| | | | By: | | | /s/ Daniel M. Rosenthal | |
| | | | | | | Name: Daniel M. Rosenthal | |
| | | | | | | Title: | |
| | | | 402 Capital, LLC | | |||
| | | | By: | | | /s/ Ian V. Jacobs | |
| | | | | | | Name: Ian V. Jacobs | |
| | | | | | | Title: Managing Member | |
| | | | Bradley J. Goldberg | | |||
| | | | By: | | | /s/ Bradley J. Goldberg | |
| | | | | | | Name: Bradley J. Goldberg | |
| | | | | | | Title: | |
| | | | Ian V. Jacobs | | |||
| | | | By: | | | /s/ Ian V. Jacobs | |
| | | | | | | Name: Ian V. Jacobs | |
| | | | | | | Title: | |
| | | | PEAK6 Investments, L.P. | | |||
| | | | By: | | | /s/ Matt Hulsizer | |
| | | | | | | Name: Matt Hulsizer | |
| | | | | | | Title: Manager of the General Partner | |
| | | | Walter L. Turek | | |||
| | | | By: | | | /s/ Walter L. Turek | |
| | | | | | | Name: Walter L. Turek | |
| | | | | | | Title: | |
| | | | Robert W. O’Hare | | |||
| | | | By: | | | /s/ Robert W. O’Hare | |
| | | | | | | Name: Robert W. O’Hare | |
| | | | | | | Title: | |
Name of Stockholder
|
| |
Address
|
| |
Number of
Shares of Common Stock Owned |
| |||
PEAK6 Investments, L.P
|
| |
141 West Jackson Boulevard Suite 500
Chicago, IL 60604-3108 |
| | | | 5,000,000 | | |
Osmium Partners, LLC
|
| |
300 Drakes Landing Road Suite 172
Greenbrae, CA 94904-3124 |
| | | | 3,626,358 | | |
402 Capital, LLC
|
| |
5015 Underwood Avenue
Omaha, NE 68132-2206 |
| | | | 1,648,788 | | |
Michael J. McConnell
|
| |
2031 Tondolea Ln,
La Canada, CA 91011 |
| | | | 174,155 | | |
Michael B. Brodsky
|
| |
3410 Turner Ln,
Chevy Chase, MD 20815 |
| | | | 44,208 | | |
Brad Goldberg
|
| |
2344 Shoreland Dr S,
Seattle, WA 98144 |
| | | | 50,371 | | |
Ian V. Jacobs
|
| |
710 JE George Blvd,
Omaha, NE 68132 |
| | | | 72,733 | | |
John H. Lewis
|
| |
610 Oak Ave,
San Anselmo, CA 9496 |
| | | | 100,106 | | |
Daniel M. Rosenthal
|
| |
8952 St Ives Drive,
Los Angeles, CA 90069 |
| | | | 10,000 | | |
Walter L. Turek
|
| |
220 Fifth Avenue South,
Naples, FL 34201 |
| | | | 158,376 | | |
Robert W. O’Hare
|
| |
931 10th Street, Unit B,
Santa Monica, CA 90403 |
| | | | 19,000 | | |
| | | | AFFINITAS GMBH | | |||
| | | | By: | | | | |
| | | | Name: | | |||
| | | | Title: | | |||
| | | | BLITZ 17-655 SE | | |||
| | | | By: | | | | |
| | | | Name: | | |||
| | | | Title: | | |||
| | | | [STOCKHOLDER] | | |||
| | | | By: | | | | |
| | | | Name: | | |||
| | | | Title: | | |||
| | | | Address: | | |||
| | | |
|
| |||
| | | | Facsimile: | | |||
| | | | Email: | |
| | |
Page
|
| |||
| | | | E-1 | | | |
| | | | E-4 | | | |
| | | | E-4 | | | |
| | | | E-6 | | | |
| | | | E-7 | | | |
| | | | E-9 | | | |
| | | | E-10 | | | |
| | | | E-14 | | | |
| | | | E-16 | | | |
| | | | E-16 | | | |
| | | | E-16 | | |
| | | | S park N etworks SE | | |||
| | | | By: | | | | |
| | | | Name: | | | | |
| | | | Title: | | | | |
| | | | [ ] | | |||
| | | |
SIGNED BY [ ]
as [ ] of |
| |||
| | | | By: | | | | |
| | | | Name: | | | | |
| | | | Title: | | |
| | | |
[ ]
SIGNED BY [ ] as [ ] of |
| |||
| | | | By: | | | | |
| | | | Name: | | | | |
| | | | Title: | | |
| | | |
[ ]
SIGNED BY [ ] as [ ] of |
| |||
| | | | By: | | | | |
| | | | Name: | | | | |
| | | | Title: | | |
| | | |
[ ]
SIGNED BY [ ] as [ ] of |
| |||
| | | | By: | | | | |
| | | | Name: | | | | |
| | | | Title: | | |
| | | | [NEW PARTY] | | |||
| | | | By: | | | | |
| | | | Name: | | | | |
| | | | Title: | | | | |
| | | |
S
park
N
etworks
SE
|
|
| | | |
By:
/s/ Jeronimo Folgueira
Name: Jeronimo Folgueira
Title: Managing Director |
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Jeronimo Folgueira
Jeronimo Folgueira
|
| | Managing Director (Principal Executive Officer) | | |
September 27, 2017
|
|
|
/s/ Michael Schrezenmaier
Michael Schrezenmaier
|
| | Managing Director (Principal Financial Officer and Principal Accounting Officer) | | |
September 27, 2017
|
|
|
/s/ *
David Khalil
|
| | Member of the Administrative Board | | |
September 27, 2017
|
|
| *By: | | |
/s/ Michael Schrezenmaier
Michael Schrezenmaier
As Attorney-in-fact |
| | | | | | |
| | | |
AUTHORIZED U.S. REPRESENTATIVE
|
|
| | | |
By:
/s/ Donald J. Puglisi
Name: Donald J. Puglisi
Title: Managing Director, Puglisi & Associates |
|
Exhibit 3.1
Satzung | Articles of Association |
der | of |
Spark Networks SE | Spark Networks SE |
1. Abschnitt. Allgemeine Bestimmungen | Section 1. General Provisions |
§ 1
Rechtsform; Firma, Sitz und Geschäftsjahr |
§ 1
Legal Form; Corporate Name, Registered Office and Financial Year |
(1) Die Gesellschaft hat die Rechtsform einer Europäischen Gesellschaft ( Societas Europaea, SE ) und führt die Firma | (1) The Company has the legal form of a European company ( Societas Europaea, SE ) and has the corporate name |
Spark Networks SE . | Spark Networks SE . |
(2) Sitz der Gesellschaft ist München, Deutschland. 1 | (2) The registered office of the Company is in Munich, Germany. 1 |
(3) Das Geschäftsjahr der Gesellschaft ist das Kalenderjahr. | (3) The financial year of the Company is the calendar year. |
§ 2
Bekanntmachungen ; Informationsübermittlung |
§ 2
Notices ; Conveyance of Information |
(1) Die Bekanntmachungen der Gesellschaft werden ausschließlich im Bundesanzeiger veröffentlicht, sofern das Gesetz nicht | (1) The notices of the Company shall only be published in the Federal Gazette ( Bundesanzeiger ), unless |
1 | The registered office of New Parent will be changed from Munich to Berlin following the Effective Time of the Merger and the registration of the consummation of the proposed share capital increases for purposes of the contribution of Riesling and Chardonnay to New Parent. |
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3 |
2 | Registered share capital (para. 1) and number of no-par value shares (para. 2) will be increased accordingly following the Effective Time of the Merger in connection with the registration of the consummation of the proposed share capital increases for purposes of the contribution of Riesling and Chardonnay to New Parent. Provisions on authorized capital in para. 3 (and, if applicable [tbc], on contingent capital in para. 4 and 5, if any) will be included following the Effective Time of the Merger in connection with the registration of the consummation of the proposed share capital increases for purposes of the contribution of Riesling and Chardonnay to New Parent. |
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3 | Volume of the Authorized Capital will amount to 50% of the target share capital. |
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ausgeschlossen, wenn die neuen Aktien unter Bezugnahme auf diese Bestimmung im Rahmen von Beteiligungs- oder Vergütungsprogrammen bzw. Beteiligungs- oder Vergütungsinstrumenten an Personen, die in einem Arbeits- oder Anstellungsverhältnis zur Gesellschaft oder zu einem von ihr abhängigen oder in ihrem (mittelbaren) Mehrheitsbesitz stehenden Unternehmen stehen, oder an geschäftsführende Direktoren der Gesellschaft und/oder Mitglieder von Geschäftsführungen von abhängigen oder im (mittelbaren) Mehrheitsbesitz stehenden Unternehmen oder an Dritte, die diesen Personen das wirtschaftliche Eigentum und/oder die wirtschaftlichen Früchte aus den Aktien überlassen (insbesondere auch durch Lieferung von ADSs), ausgegeben werden sollen. Die neuen Aktien können an die genannten Personen dabei insbesondere auch zu einem vergünstigten Ausgabebetrag (insbesondere auch zum geringsten Ausgabebetrag im Sinne des § 9 Abs. 1 AktG) und/oder gegen Einbringung von Vergütungs- oder ähnlichen Ansprüchen ausgegeben werden. Die neuen Aktien können ferner auch unter Zwischenschaltung eines Kreditinstituts oder eines nach § 53 Abs. 1 Satz 1 oder § 53b Abs. 1 | against contributions in cash and/or in kind, if the new shares, with reference to this provision, shall be issued in the context of employee participation and/or remuneration programs or instruments to employees of the Company or companies controlled by the Company or companies in which the Company holds an (indirect) majority interest, or to Managing Directors of the Company and/or to members of the management of companies controlled by the Company or companies in which the Company holds an (indirect) majority interest or to third parties which transfer the economic property (wirtschaftliches Eigentum) and/or the economic benefits from the shares to the mentioned persons (including, in particular, by delivering ADSs). The new shares may, in particular, also be issued to the mentioned persons at a reduced issue price (including, in particular, at the lowest issue price permissible under section 9 para. 1 of the German Stock Corporation Act) and/or against contribution of remuneration claims or similar claims. Furthermore, the new shares may also be issued through a credit institution or a |
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Grenze, die für die jeweilige Maßnahme oder Transaktion in der genehmigten Budgetplanung vorgesehen ist. | transaction in the approved Budget Planning. |
(3) Das Recht des Verwaltungsrats, weitere Maßnahmen und Geschäfte zu bestimmen, die nur mit seiner Zustimmung vorgenommen werden dürfen, bleibt unberührt. | (3) The Administrative Board’s right to determine further measures and transactions requiring its approval shall remain unaffected. |
5. Abschnitt. Der Verwaltungsrat | Section 5. The Administrative Board |
§ 10
Zusammensetzung und Amtsdauer |
§ 10
Composition and Term of Office |
(1) Der Verwaltungsrat der Gesellschaft besteht aus mindestens drei Mitgliedern. Im Übrigen bestimmt die Hauptversammlung die Zahl der Mitglieder des Verwaltungsrats unter Beachtung der Regelung in § 23 Abs. 1 SEAG.. Sämtliche Mitglieder des Verwaltungsrats werden von der Hauptversammlung bestellt. | (1) The Company’s Administrative Board comprises at least three members. Apart from that, the General Meeting of Shareholders shall determine the number of the Administrative Board members in accordance with the provisions of section 23 para. 1 of the SEAG. All members of the Administrative Board are elected by the General Meeting of Shareholders. |
(2) Die Wahl der Mitglieder des Verwaltungsrats erfolgt, sofern die Hauptversammlung bei der Wahl keine kürzere Amtszeit bestimmt, für den Zeitraum bis zur Beendigung der Hauptversammlung, die über ihre Entlastung für das vierte Geschäftsjahr ab Beginn ihrer Amtszeit beschließt, wobei das Geschäftsjahr, in dem die Amtszeit | (2) Unless the General Meeting of Shareholders determines a shorter term, the members of the Administrative Board are elected for a term ending with the close of the General Meeting of Shareholders which resolves on the formal approval of their acts for the fourth fiscal year following the commencement of their |
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Verwaltungsratsmitglied. | election. |
(2) Wenn der Vorsitzende oder ein stellvertretender Vorsitzender vorzeitig aus diesem Amt ausscheiden, hat der Verwaltungsrat unverzüglich eine Neuwahl durchzuführen. | (2) If the Chairman or a Vice-Chairman withdraws from this office prematurely, the Administrative Board shall immediately conduct a new election. |
(3) Die dem Vorsitzenden durch Gesetz oder Satzung eingeräumten besonderen Befugnisse stehen – soweit sich aus Gesetz oder Satzung nicht ein anderes ergibt – im Falle seiner Verhinderung seinem Stellvertreter. Sind Vorsitzender und Stellvertreter an der Wahrnehmung ihrer Aufgaben verhindert, so hat diese Aufgaben für die Dauer der Verhinderung das an Lebensjahren älteste der verbleibenden Verwaltungsratsmitglieder zu übernehmen; dies gilt entsprechend, solange weder ein Vorsitzender noch ein Stellvertreter bestellt ist. | (3) In case the Chairman is precluded from his office, the Vice-Chairman shall have the same special powers conferred to the Chairman by statutory law or the articles of association to the extent statutory law or the articles of association do not provide otherwise. In case the Chairman and the Vice-Chairmen are not able to fulfill their tasks, the oldest in age of the remaining members of the Administrative Board shall fulfill these tasks for the duration of the hindrance; this also applies as long as neither a Chairman nor a Vice-Chairman is appointed. |
§ 12
Aufgaben des Verwaltungsrats |
§ 12
Responsibilities of the Administrative Board |
(1) Der Verwaltungsrat leitet die Gesellschaft, bestimmt die Grundlinien ihrer Tätigkeit und überwacht deren Umsetzung. Der Verwaltungsrat hat die ihm nach Gesetz und dieser Satzung zugewiesenen Aufgaben. | (1) The Administrative Board shall direct the Company, establish the general principles of its business and supervise their implementation. The Administrative Board has the responsibilities as stipulated by statutory law and these articles of |
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Beschlussfähigkeit statt auf die Anzahl der Mitglieder des Verwaltungsrats gemäß Satzung und Beschluss der Hauptversammlung auf die Anzahl der Mitglieder des jeweiligen Ausschusses abzustellen ist, an der Beschlussfassung in einem Ausschuss jedoch mindestens drei Mitglieder teilnehmen müssen. Das Stichentscheidungsrecht des Vorsitzenden besteht bei der Beschlussfassung in einem Ausschuss nicht. | of the number of Administrative Board members according to the articles of association and the resolutions of the General Meeting of Shareholders – the number of members of the respective committee shall be decisive, whereby at least three members must participate in a committee’s decision-taking. The casting vote of the Chairman does not apply to resolutions of a committee. |
§ 16
Vergütung |
§ 16
Remuneration |
(1) Die Mitglieder des Verwaltungsrats erhalten für jedes volle Geschäftsjahr ihrer Zugehörigkeit zum Verwaltungsrat eine feste Vergütung. Sie beträgt für jedes Verwaltungsratsmitglied EUR 25.000.
Die feste Vergütung erhöht sich für die Wahrnehmung der nachfolgend genannten Positionen jeweils um den folgenden Betrag:
(i) EUR 10.000 für den Vorsitzenden des Verwaltungsrats, (ii) EUR 5.000 für den stellvertretenden Vorsitzenden, (iii) EUR 5.000 für den Vorsitzenden des Präsidial- und Nominierungsausschusses, (iv) EUR 3.000 für sonstige Mitglieder des Präsidial- und Nominierungsausschusses, (v) EUR 7.500 für den Vorsitzenden des Prüfungsausschusses und (vi) EUR 5.000 |
(1) The members of the Administrative Board shall receive a fixed remuneration for each full fiscal year of Administrative Board membership. This remuneration amounts to EUR 25,000 for each Administrative Board member.
The fixed remuneration shall be increased by the amounts set out below for serving on the following positions:
(i) EUR 10,000 for the Chairman of the Administrative Board, (ii) EUR 5,000 for the Vice Chairman, (iii) EUR 5,000 for the Chairman of the Presiding and Nomination Committee, (iv) EUR 3,000 for other members of the Presiding and Nomination Committee, (v) EUR 7,500 for the Chairman of the Audit Committee and |
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Hauptversammlung oder während ihres Verlaufs den zeitlichen Rahmen des gesamten Versammlungsverlaufs, der Aussprache zu den einzelnen Tagesordnungspunkten oder der einzelnen Frage- und Redebeiträge angemessen festzusetzen. | Meeting of Shareholders. In particular, the chairperson shall be entitled to fix, at the beginning of the General Meeting of Shareholder or during its course, reasonable time frames for the entire General Meeting of Shareholders, for deliberations on the individual items of the agenda or for the individual contributions made by askers and speakers. |
(4) Der Versammlungsleiter kann eine Übertragung der Hauptversammlung in Ton und Bild in einer von ihm näher zu bestimmenden Weise zulassen. | (4) The Chairman of the Meeting may permit audio and video transmission of the General Meeting of Shareholders in a manner which he shall define in further detail. |
§ 20
Hauptversammlungsbeschlüsse |
§ 20
Resolutions of the General Meeting of Shareholders |
(1) Die Hauptversammlung beschließt nur in den im Gesetz oder in der Satzung bestimmten Fällen. | (1) The General Meeting of Shareholders shall only pass resolutions on such matters as stipulated by statutory law or in the articles of association. |
(2) Soweit sich aus zwingenden gesetzlichen Vorschriften nichts Abweichendes ergibt, ist die Hauptversammlung nur beschlussfähig, wenn mindestens ein Drittel des Grundkapitals der Gesellschaft in der Hauptversammlung vertreten ist (Quorum). Wird das Quorum nicht erreicht, so ist unverzüglich eine weitere Hauptversammlung mit derselben Tagesordnung einzuberufen, welche ohne Rücksicht auf das vertretene Grundkapital der Gesellschaft beschlussfähig ist, wenn | (2) To the extent mandatory statutory law does not provide otherwise, the General Meeting of Shareholders shall only be validly constituted if at least one third of the share capital of the Company is represented at the General Meeting of Shareholders (quorum). In case the General Meeting of Shareholders does not have the quorum, a further General Meeting of Shareholders with the same agenda shall be convened |
29 |
hierauf in der Einberufung hingewiesen worden ist. | without undue delay, which shall be validly constituted regardless of the share capital of the Company represented if the convocation explicitly points out to such fact. |
(3) Die Beschlüsse der Hauptversammlung werden, soweit nicht zwingende gesetzliche Vorschriften oder die Satzung etwas anderes vorschreiben, mit der einfachen Mehrheit der abgegebenen Stimmen und, sofern das Gesetz außer der Stimmenmehrheit eine Kapitalmehrheit vorschreibt, mit der einfachen Mehrheit des bei der Beschlussfassung vertretenen Grundkapitals gefasst. Für Satzungsänderungen genügt, wenn nicht zwingende gesetzliche Vorschriften oder die Satzung etwas anderes vorschreiben, die einfache Mehrheit der abgegebenen Stimmen, wenn mindestens die Hälfte des Grundkapitals vertreten ist. | (3) Save as otherwise provided by mandatory provisions of statutory law or of the articles of association, resolutions of the General Meeting of Shareholders shall be adopted by simple majority of the votes cast and, if statutory law stipulates a capital majority besides the majority of votes, by simple majority of the share capital represented at the resolution. If not provided otherwise by mandatory provisions of statute or the articles of association, for amendments of the articles of association a simple majority of votes cast suffices if at least half of the share capital is represented. |
(4) Jede Stückaktie gewährt eine Stimme. | (4) One vote shall be afforded to each no-par value share. |
7. Abschnitt. Rechnungslegung und Gewinnverwendung | Section 7. Rendering of Accounts and Appropriation of Profits |
§ 21
Jahresabschluss |
§ 21
Annual Financial Statements |
Stellt der Verwaltungsrat den Jahresabschluss fest, so kann er den Jahresüberschuss ganz | If the Administrative Board approves the annual financial statements, then it may |
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voraussichtlichen Bilanzgewinn einen Abschlag an die Aktionäre zahlen. | Section 59 of the German Stock Corporation Act, pay to the shareholders an instalment of the expected balance sheet profits. |
8. Abschnitt. Schlussbestimmungen | Section 8: Final Provisions |
§ 23
Gründungsaufwand |
§ 23
Expenses for Formation |
Die Kosten der Gründung tragen die Gründer. | The founders shall bear the costs of the formation. |
§ 24
Salvatorische Klausel |
§ 24
Severability Clause |
Sollten eine oder mehrere Bestimmungen dieser Satzung ganz oder in Teilen nichtig oder unwirksam sein oder werden, so wird die Gültigkeit der Satzung im Übrigen hiervon nicht berührt. | If one or several provisions of these articles of association are or will become invalid in whole or in part, the validity of the remaining parts of the articles of association remains unaffected. |
§ 25
Sonstiges |
§ 25
Miscellaneous |
Bei Abweichung der englischen von der deutschen Fassung dieser Satzung ist allein die deutsche Fassung ausschlaggebend. | In the event of deviations of the English version from the German version of these articles of association, the German version shall prevail. |
* * * *
32 |
Exhibit 5.1
NEW YORK T +1-212-530-5000
LOS ANGELES T +1-213-892-4000
WASHINGTON, D.C. T +1-202-835-7500
LONDON T +44-20-7615-3000
FRANKFURT T +49-69-71914-3400 |
MILBANK, TWEED, HADLEY & M c CLOY LLP RECHTSANWÄLTE STEUERBERATER
Maximilianstrasse 15 (Maximilianhöfe)
80539 mUNICH
__________
T +49-89-25559-3600 F +49-89-25559-3700
September 27, 2017 |
BEIJING T +86-10-5969-2700
HONG KONG T +852-2971-4888
SEOUL T +822-6137-2600
SINGAPORE T +65-6428-2400
TOKYO T +81-3-5410-2801
SÃO PAULO T +55-11-3927-7700 |
To:
Spark Networks SE
Kohlfurter Str. 41/43
10999 Berlin
Germany
Spark Networks SE – Issuance of up to 347,517 ordinary no par value shares
Ladies and Gentlemen,
1. | Introduction |
1.1 | We have acted as legal advisers to Spark Networks SE (previously named Blitz 17-655 SE), a European stock corporation ( Societas Europaea or SE ) under the laws of the Federal Republic of Germany and the European Union, having its seat in Munich, Germany and registered with the commercial register ( Handelsregister ) of the local court ( Amtsgericht ) of Munich (the " Commercial Register ") under docket no. HRB 232591 (the " Company "), as to matters of German law in connection with the registration statement on Form F-4 (the " Registration Statement ") filed by the Company with the Securities and Exchange Commission (the " SEC ") under the United States Securities Act of 1933, as amended (the " Act "), relating to the proposed issuance by the Company of up to 347,517 new ordinary no par value shares of the Company, each representing a notional amount of €1.00 of the Company’s share capital, (the " Shares ") in connection with the merger (the " Merger ") of Chardonnay Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (the " Sub "), with and into Spark Networks, Inc., a Delaware corporation (" Spark Inc. "), pursuant to the terms of the agreement and plan of merger dated May 2, 2017, and as amended and/or restated from time to time, by and among the Company, Sub and Spark Inc. (the " Merger Agreement "). |
Milbank, Tweed, Hadley & McCloy LLP is a limited liability partnership organized in the United States under the laws of the State of New York, which laws limit the personal liability of partners.
Milbank, Tweed, Hadley & McCloy LLP ist eine Partnerschaftsgesellschaft („limited liability partnership“), die in den USA nach dem Recht des Staates New York gegründet wurde und bei der die persönliche Haftung der Partner nach den dortigen Gesetzen beschränkt ist.
Milbank, Tweed, Hadley & M c Cloy LLP | 2 / 5 |
The Shares will be represented by American Depositary Shares (" ADSs ") and the ADSs will be represented by American Depositary Receipts (" ADRs "). The ADRs will be issued pursuant to a deposit agreement among the Company and Bank of New York Mellon as depositary, and all holders from time to time of ADRs issued thereunder.
1.2 | As of the date hereof, the Shares have not been issued. As stated in the Merger Agreement, it is the Company’s intention to issue the Shares by way of a capital increase against contribution in kind ( Sacheinlage ) with exclusion of the shareholders’ pre-emptive rights (the " Capital Increase ") to be resolved by an extraordinary general shareholders’ meeting ( außerordentliche Hauptversammlung ) of the Company after the effectiveness of the Registration Statement and certain other conditions set forth in the Merger Agreement. |
1.3 | We are rendering this legal opinion (" Opinion ") in accordance with the requirements of the Act and the rules and regulations issued thereunder. We have taken instructions solely from the Company. |
2. | German Law |
2.1 | This Opinion is confined to, and given on the basis of, the laws of the Federal Republic of Germany as currently in effect and as currently applied by the courts of Germany. We have not investigated, and we do not express or imply any opinion on, the laws of any other jurisdiction. We have further not investigated, nor do we express or imply an opinion on any tax or regulatory matters or other issues of public law, and the opinions expressed herein shall be limited accordingly. We have not investigated or verified the accuracy of any factual matters addressed, or any representations made, in or by virtue of any of the Documents (as defined below) or otherwise relevant in relation to the Documents, and we have assumed that any such factual matters or representations of which we have become aware are accurate and complete. |
2.2 | In this Opinion, unless expressly stated to the contrary, German legal concepts are described and referred to in the English language and not in their original German terms which may not be fully identical in their respective legal meanings or ramifications. With respect to any of the Documents (as defined below) not governed by German law, in particular, but not limited to, the Merger Agreement, we have interpreted the provisions of such documents solely in accordance with German law rules of interpretation and without knowledge of the respective foreign law and without considering a different interpretation which may apply under the relevant foreign law. This Opinion may, therefore, only be relied upon on the express condition that any issues of interpretation arising thereunder are governed by German law and brought before a German court of law. This Opinion shall be governed by and construed in accordance with German law, and any disputes arising in relation to this Opinion shall exclusively be brought before the courts of Frankfurt am Main, Germany. |
3. | Scope of Inquiry |
For the purposes of rendering this Opinion, we have examined the following documents (together, the " Documents "):
3.1 | the Registration Statement as filed with the SEC on August 16, 2017 as amended on September 15, 2017 and on September 27, 2017; |
3.2 | the Merger Agreement dated May 2, 2017; |
3.3 | an electronic extract from the Commercial Register relating to the Company retrieved from the website "www.handelsregister.de" on September 26, 2017 (the " Register Excerpt "); |
Milbank, Tweed, Hadley & M c Cloy LLP | 3 / 5 |
3.4 | an electronic copy of the articles of association of the Company from the Commercial Register retrieved from the website "www.handelsregister.de" on September 26, 2017 (the " Articles of Association "); and |
3.5 | any such other documents, declarations, certificates and other papers as we have deemed necessary as a basis for the opinions expressed herein. |
4. | Assumptions |
For the purpose of rendering this Opinion, we have assumed that:
4.1 | all signatures, stamps and seals on the Documents that we have reviewed are genuine, all signatures on the Documents provided to us have been made by individuals who had full legal capacity ( unbeschränkte Geschäftsfähigkeit ) at the relevant time and who are those indicated in the Documents or otherwise named to us as signatories, all Documents submitted to us as originals are authentic and complete, and all Documents submitted to us as photocopies, electronic copies or fax copies are complete and conform to the relevant originals (which are themselves authentic and complete); |
4.2 | the Merger Agreement has been duly authorised, duly and validly executed and delivered by all parties thereto, and is legal, valid, binding and enforceable with its terms under the laws of Delaware by which it is expressed to be governed and under the laws of any other jurisdiction which may be applicable; |
4.3 | there are no provisions or principles of law other than the law of the Federal Republic of Germany which would have any implication on the opinions we express, and insofar as the law of any jurisdiction other than Germany may be relevant, the requirements of such law have been complied with; |
4.4 | the content of each Document is correct and complete, all representations, warranties and statements made in the Documents are true and accurate and each Document (other than the Registration Statement) is in full force and effect as of the date hereof, and no other document, declaration or factual circumstance exists which would affect, amend, construct, define, modify, supersede, revoke or terminate any provisions of any Document and, in relation to the Register Excerpt, all matters which can be reflected in the Commercial Register are correctly reflected in the Register Excerpt; |
4.5 | the operational seat ( tatsächlicher Verwaltungssitz ) of the Company will be maintained in the Federal Republic of Germany until, and through, the registration of the consummation ( Durchführung ) of the Capital Increase with the Commercial Register; |
4.6 | the execution, delivery and performance of the Documents by the respective parties do not contravene or conflict with any law, rule or regulation binding upon such party or the constitutional documents of any party; |
4.7 | the (i) the Registration Statement, (ii) the Merger Agreement, (iii) the lawful execution thereof, (iv) the parties thereto or other persons affected thereby, and (v) the performance and enforcement by or against the parties or such other persons (including, without limitation, the obtaining of all necessary consents, licenses, approvals and authorisations, the making of the necessary filings, lodgements, registrations and notifications and the payment of any stamp duties and other documentary taxes) duly complies with any laws as may apply thereto; and |
4.8 | there are no other facts, circumstances, events, arrangements or documents relevant for the rendering of this Opinion not disclosed to us. |
Milbank, Tweed, Hadley & M c Cloy LLP | 4 / 5 |
5. | Opinion |
Based solely on the foregoing paragraphs of this letter, and subject to the qualifications set out in paragraph 6 below, we are of the opinion that:
(i) | assuming that (A) the general shareholders' meeting of the Company validly resolves the Capital Increase and approves the agreement, by and among, the Company and the contribution agent (the " Contribution Agent " and such agreement, the " Contribution Agreement ") regarding the contribution in kind by the Contribution Agent of all of the issued and outstanding shares of common stock of the surviving corporation following the Merger (the " Surviving Corporation Common Stock ") and (B) such resolutions are being properly recorded by a notary public and not challenged pursuant to statutory law ( angefochten ) by any shareholder, or the administrative board, of the Company; |
(ii) | assuming that the Contribution Agreement is (A) duly executed by the parties thereto and, following such execution, legal, valid, binding and enforceable in accordance with its terms and (B) registered with the Commercial Register; |
(iii) | assuming that the Contribution Agent validly executes two copies of a subscription certificate ( Zeichnungsschein ) in accordance with the resolution of the general shareholders' meeting of the Company resolving the Capital Increase; and |
(iv) | assuming that the Shares are issued in accordance with the resolution of the general shareholders' meeting of the Company resolving the Capital Increase after (A) the receipt by the Company of the according contribution in kind by the Contribution Agent of all of the issued and outstanding shares of the Surviving Corporation Common Stock pursuant to the Contribution Agreement and (B) the subsequent registration of the consummation ( Durchführung ) of the Capital Increase with the Commercial Register, |
the Shares will be, when issued as contemplated by the Registration Statement, validly issued, fully paid and non-assessable ( nicht nachschusspflichtig ).
6. | Qualifications |
Our opinion is subject to the following qualifications:
6.1 | The opinions set out above are subject to the effect of general principles of German law affecting the rights or remedies of creditors generally, including, but not limited to, the principles of (i) voidability of transactions on the onset of insolvency proceedings or for fraud, and (ii) any bankruptcy, insolvency, liquidation, reorganisation or similar laws of general application affecting the rights or remedies of creditors generally. |
6.2 | We are not passing opinion on the accuracy or completeness of any statements contained in any offering or listing material relating to the Merger. |
7. | Reliance |
This Opinion is delivered solely in connection with the Registration Statement and is not intended to create third party rights pursuant to sections 311 para. 3, 328 of the German Civil Code ( Bürgerliches Gesetzbuch ) ( Vertrag mit Schutzwirkung zugunsten Dritter or Vertrag zugunsten Dritter ) or in any other way. It is strictly limited to the matters stated herein and does not extend to, and is not to be read as extending by implication to, any other matter in connection with the Documents or otherwise. It may not be quoted or referred to in any public document, or filed with any government agency or other authority other than as an exhibit to the Registration Statement without, in any such case, our prior written consent, provided that this
Milbank, Tweed, Hadley & M c Cloy LLP | 5 / 5 |
Opinion may be referred to in the Registration Statement and may be used as required by mandatory law. We hereby expressly consent to the filing of this Opinion as an exhibit to the Registration Statement. By giving this consent, we neither claim nor admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations issued thereunder. This Opinion letter speaks only as of its date, and we have no obligation to advise any party of any changes of law or facts that occur after the date hereof.
Very truly yours,
MILBANK, TWEED, HADLEY & M c CLOY LLP
/s/ Dr. Christoph Rothenfusser | |
Dr. Christoph Rothenfusser |
Exhibit 8.1
[Form of Opinion of Morrison & Foerster LLP]
September __, 2017
Spark Networks, Inc.
11150 Santa Monica Blvd. Suite 600
Los Angeles, CA 90025
Ladies and Gentlemen:
We have acted as counsel to Spark Networks, Inc. (the “Company”) in connection with the preparation and filing with the Securities and Exchange Commission (the “SEC”) of a Registration Statement on Form F-4 (Registration No. 333-220000), as amended, (the “Registration Statement”), which includes the Proxy Statement/Prospectus (the “Joint Proxy Statement”), dated as of [date], describing the Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 2, 2017, among the Company, Affinitas GmbH (“Affinitas”), Chardonnay Merger Sub, Inc. (“Merger Sub”) and Spark Networks SE (formerly known as Blitz 17-655 SE) (“New Spark”). Unless otherwise indicated, capitalized terms used herein have the meanings ascribed to them in the Registration Statement.
The Merger Agreement and the ancillary documents thereto provide for (1) a contribution of Affinitas shares to New Spark in exchange for New Spark Ordinary Shares or New Spark ADSs (representing New Spark Ordinary Shares) and either cash or the right to receive cash (the “Affinitas Share Exchange”), (2) following entry into the Affinitas Share Exchange, a merger of Merger Sub with and into the Company (the “Merger”), with the Company as the surviving corporation, (3) following the effectiveness of the Merger, a contribution of shares of the surviving corporation to New Spark by a Contribution Agent acting as a fiduciary for former shareholders the Company (the “Contribution”), and (4) as soon as legally practicable following the Contribution, the issuance of New Spark Ordinary Shares by New Spark (the “Share Issuance”) and the immediate transfer to the former shareholders of the Company of New Spark ADSs (representing New Spark Ordinary Shares) as the Merger Consideration (the “Share Exchange” and, together with the Affinitas Share Exchange, the Merger and the Contribution, the “Business Combination”), all on the terms and conditions set forth in the Merger Agreement.
In connection with this opinion, we have examined and are familiar with the Merger Agreement, the Registration Statement, the Joint Proxy Statement, and such other presently existing documents, records, and matters of law as we have deemed necessary or appropriate for purposes of our opinion, including those documents (and the representations contained therein) specifically referenced in the Joint Proxy Statement. In particular, we have reviewed and have relied upon certificates from each of the Company, Affinitas and New Spark, dated as of the date hereof, setting forth certain representations relevant to the Merger Agreement and the opinions expressed herein (the “Officer’s Certificates”).
Spark Networks, Inc.
September __, 2017
Page Two
In our examination of documents, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed, photostatic, facsimile, or electronic copies, and the authenticity of the originals of such latter documents. In making our examination of documents executed, or to be executed, by the parties indicated therein, we have assumed that each party has, or will have, the power, corporate or otherwise, to enter into and perform all obligations thereunder, and we have also assumed the due authorization by all requisite action, corporate or otherwise, and execution and delivery by each party indicated in the documents and that such documents constitute, or will constitute, valid, binding obligations of each party.
For purposes of this opinion, we have assumed the validity and the initial and continuing accuracy of the documents, certificates, records, statements, and representations referred to above. We have also assumed (i) that the Business Combination will be consummated in the manner contemplated by the Registration Statement and in accordance with the Merger Agreement and ancillary documents thereto, without waiver or modification of the material terms and conditions thereof; (ii) that any ancillary agreements contemplated by the Merger Agreement that have not yet been entered into as of the date hereof will be consistent in all respects with the representations in the Officer’s Certificates and the descriptions of and limitations on those agreements set forth in the Merger Agreement; (iii) the truth and accuracy, as of the date of the Merger Agreement, on the date hereof, and as of the effective times of the Merger and each of the other transactions identified above that together constitute the Business Combination, of the representations and warranties made by Affinitas, Merger Sub, New Spark, and the Company in the Merger Agreement; (iv) that each of the representations made in each Officer’s Certificate is true, accurate and complete as of the date hereof and will be true, accurate and complete as of the effective times of the Merger and each of the other transactions identified above that together constitute the Business Combination, as if made as of such times; (v) that at the time of the completion of the Business Combination, the fair market value of New Spark will be at least equal to the fair market value of the Company as calculated according to the rules prescribed in Treasury Regulation Sections 1.367(a)-3(c)(3)(iii) and 1.367(a)-3T(c)(3)(iii)(C); and (vi) that any representation in an Officer’s Certificate made “to the knowledge” or similarly qualified is true, accurate and complete without such qualification. If any of the above assumptions proves untrue, our opinion contained herein may be adversely affected and should not be relied upon.
Spark Networks, Inc.
September __, 2017
Page Three
In rendering our opinion, we have considered the current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Department regulations promulgated thereunder, judicial authorities, interpretive rulings of the Internal Revenue Service (the “IRS”), and such other authorities as we have considered relevant, all of which are subject to change or differing interpretations, possibly on a retroactive basis. There can be no assurance that any of the opinions expressed herein will be accepted by the IRS, or, if challenged, by a court. Moreover, a change in the authorities or the accuracy or completeness of any of the information, documents, certificates, records, statements, representations, covenants, or assumptions on which our opinion is based could affect our conclusions.
Based upon and subject to the foregoing and to the assumptions and qualifications set forth in the Registration Statement under the caption “Proposal One — Adoption of the Agreement and Plan of Merger — Material U.S. Federal Income Tax Consequences of the Business Combination to U.S. Holders,”
1. | the Merger taken together with the Share Issuance and the Share Exchange should qualify either as a reorganization within the meaning of Section 368(a) of the Code or, when integrated with the Affinitas Share Exchange, as a transaction described in Section 351(a) of the Code (or should qualify under both such provisions); |
2. | Section 367(a)(1) of the Code should not apply to a stockholder’s surrender of Company common stock pursuant to the Merger Agreement (except in the case of a Company stockholder who is or will be a “five-percent transferee shareholder,” within the meaning of Treasury Regulation Section 1.367(a)-3(c)(5)(ii), and does not enter into a gain recognition agreement in the form provided in Treasury Regulation Section 1.367(a)-8); and |
3. | we confirm that the statements contained in the Registration Statement under the caption “Proposal One — Adoption of the Agreement and Plan of Merger — Material U.S. Federal Income Tax Consequences of the Business Combination to U.S. Holders — The Merger,” insofar as such statements constitute statements of U.S. federal income tax law, represent (subject to any express limitations therein) our opinion as to the material U.S. federal income tax consequences of the Merger to the U.S. holders of Spark Shares. |
Our opinion is expressed as of the date hereof, and we are under no obligation to supplement or revise our opinion to reflect any legal developments, any factual matters arising subsequent to the date hereof, or any information, document, certificate, record, statement, representation, covenant, or assumption relied upon herein that becomes incorrect or untrue.
Spark Networks, Inc.
September __, 2017
Page Four
Except as set forth above, we express no opinion as to any matter not specifically addressed herein, including the accuracy of the representations relied upon by us in rendering the opinion set forth herein.
We hereby consent to the filing with the SEC of this opinion as an exhibit to the Registration Statement, and to the references to our firm in the Registration Statement under the captions “Proposal One — Adoption of the Agreement and Plan of Merger — Material U.S. Federal Income Tax Consequences of the Business Combination to U.S. Holders” and “Legal Matters.” In giving such consent, we do not concede that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the SEC thereunder.
Very truly yours, | |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors
Affinitas GmbH:
We consent to the use of our report dated August 16, 2017, with respect to the consolidated balance sheet of Affinitas GmbH and its subsidiaries, as of January 1, 2015, December 31, 2015 and December 31, 2016, and the related consolidated statements of comprehensive income/loss, shareholder’s equity and cash flows for each of the years in the two-year period ended December 31, 2016, included herein, and to the reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG AG Wirtschaftsprüfungsgesellschaft
Leipzig, Germany
September 27, 2017
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our report dated March 21, 2017, with respect to the consolidated financial statements of Spark Networks, Inc. contained in this Registration Statement and proxy statement/prospectus of Spark Networks SE (f/k/a Blitz 17-655 SE). We consent to the use of the aforementioned report in the Registration Statement and proxy statement/prospectus, and to the use of our name as it appears under the caption “Experts.”
/s/ GRANT THORNTON LLP
Los Angeles, California
September 27, 2017
Exhibit 23.3
Consent of Independent Auditors
We consent to the use of our report dated August 14, 2017, with respect to the statements of financial position of Samadhi SAS, as of September 30, 2016, December 31, 2015 and January 1, 2015 and the related statements of comprehensive income, stockholders’ equity and cash flows for the nine months ended September 30, 2016 and the year ended December 31, 2015, included herein and to the reference to our firm under the heading "Experts" in the prospectus.
Our report dated August 14, 2017 expresses a qualified opinion and includes a Basis for Qualified Opinion paragraph stating that as discussed in Note 1-2) to the financial statements, the financial statements have been prepared to meet the reporting requirements of Rule 3-05 of Regulation S-X for purposes of a filing with the U.S. Securities and Exchange Commission and do not include comparative financial information as required by IAS 1 “Presentation of Financial Statements”.
Paris La Défense,
September 27, 2017
KPMG Audit
Division of KPMG S.A.
/s/ Stephanie Ortega
Stephanie Ortega
Partner
Exhibit 23.4
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors
Spark Networks SE (f/k/a Blitz 17-655 SE):
We consent to the use of our report dated August 16, 2017, with respect to the balance sheet of Blitz 17-655 SE, as of March 29, 2017 (date of inception) and June 30, 2017, and the related statements of comprehensive loss, changes in equity and cash flows for the period from March 29, 2017 (date of inception) to June 30, 2017, included herein, and to the reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG AG Wirtschaftsprüfungsgesellschaft
Leipzig, Germany
September 27, 2017
Exhibit 23.14
Consent of B. Riley & Co., LLC
We hereby consent to the inclusion of our opinion letter dated April 30, 2017 as Annex F to, and the reference thereto under the headings “Summary—Opinion of B. Riley & Co., LLC, the Special Committee’s Financial Advisor,” “Risk Factors—Risks Relating to the Business Combination—The opinion of Spark’s financial advisor will not reflect changes in circumstances between the date of the opinion and the completion of the Merger,” “Proposal One—Adoption of the Agreement and Plan of Merger—Background of the Business Combination,” “Proposal One—Adoption of the Agreement and Plan of Merger—Spark’s Reasons for the Business Combination; Board Recommendation of the Spark Board of Directors,” “Proposal One—Adoption of the Agreement and Plan of Merger—Opinion of Spark’s Financial Advisor,” “Proposal One—Adoption of the Agreement and Plan of Merger—Projected Unaudited Financial Information” in, the proxy statement/prospectus relating to the proposed merger transaction including Spark Networks, Inc. and Affinitas GmbH, which proxy statement/prospectus is included in the Registration Statement on Form F-4 of Spark Networks SE (f/k/a Blitz 17-655 SE) dated the date hereof. By giving such consent, we do not thereby admit that we are experts with respect to any part of such Registration Statement within the meaning of the term “expert” as used in, or that we come within the category of persons whose consent is required under, the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
B. RILEY & CO., LLC | |
/s/ B. Riley & Co., LLC | |
September 27, 2017 |