Dear shareholders and business partners,

Transcription

1 Half Year Report 2011

2 bmp Half Year Report 2011 Foreword Jens Spyrka Oliver Borrmann Dear shareholders and business partners, The end of Q also sees the end of the old bmp era, which has also resulted in a new layout and structure for this interim report. The conversion of the company involved a great deal of effort, however, we are convinced that it will have a significant positive effect on the company s performance and therefore also on shareholder value in the medium term. Review On 22 June 2011, the General Shareholders Meeting of bmp AG resolved on the change of name to bmp media investors AG, which was also entered shortly afterwards in the commercial register. As at 1 July 2011, the operating business and most of the employees were transferred to the 90% subsidiary bmp Beteiligungsmanagement AG, with the result that bmp media investors AG now functions purely as an investment company focussing on innovative growth companies from the area of media & marketing services. This gives the company a clear, stringent profile and will increase the transparency of bmp media investors AG, as well as making it easier to value. Our aim is to position bmp media investors as a leading media & marketing services investment company in Germany and Poland over the next few years. We have already succeeded in taking a significant step on the way to this goal with the acquisition of a 35.23% stake in brand eins Medien AG. In order to do so, for the first time we used not only cash, but also shares in bmp media investors AG to fund the acquisition. This therefore also meant an increase in the share capital of bmp media investors AG from EUR 17.5 million to EUR 18.8 million. We intend to repeat this innovative investment approach in future if exciting investments come along. From the operating perspective, the first half of 2011 was promising. We were able to sell our stakes in ergotrade AG and K2 Internet S.A. in Q2. This resulted in an increase in revenue in comparison with the previous year from EUR 1.8 million to EUR 4.6 million. Profit decreased slightly from EUR 1.2 million to EUR 0.9 million. This slight decline was primarily due to the fact that the fair value of the investment in ergo- Trade AG as of 31/12/2010 corresponded to the purchase price that was later obtained. This meant that the profit from the sale was received in full through the valuation result in We were able to increase equity in accordance with IFRS compared with the previous year from EUR 15.2 million to EUR 19.1 million. The equity ratio increased in the same period from 88% to a current level of almost 93%. The net asset value (NAV), which corresponds to shareholders equity in accordance with IFRS, rose from EUR 0.87/share as of 30/06/2010

3 bmp Half Year Report 2011 Foreword 3 Development of the Net Asset Value (NAV) NAV/Share NAV in million NAV in NAV/Share to EUR 1.02/share as of 30/06/2011. The NAV expresses the accounting par value of the share, excluding the future performance potential of the investments. It represents the sum of the values of all investments and other assets minus debt. In future, the NAV will be a fixed component in our reporting, giving shareholders a conservative guideline with regard to the value of the shares. As of 30/06/2011, marketable securities and cash and cash equivalents were EUR 8.7 million and therefore valued significantly above the previous year s level of EUR 6.3 million. EUR 5.8 million of this alone related to cash and cash equivalents, which is twice the previous year s value of EUR 2.9 million. bmp media investors therefore has solid financing and is in a good position to acquire further investments. 2011, from EUR 0.6 to a current level of EUR 8.6 million. We therefore reached a significant goal of significantly increasing the liquidity of the shares in the medium term. The price performance, on the other hand, was less positive. After ending 2010 at a price of EUR 0.90, on 26 May 2011, it achieved its highest price of the year so far, at EUR 1.67, only to decrease again to EUR 1.10 by 30 June The current turbulence on the international capital markets has also put further pressure on the bmp share, and it is currently listed at a level of around EUR 0.75/share. Our efforts to achieve a suitable price level for our shares will be intensified by further investor meetings and publicity work over the next few months. Shares Intensified investor relations activities resulted in a significant increase in the liquidity bmp shares in Germany and Poland, which was still weak in In comparison with the first half of 2010, trading volume in Germany alone saw an increase of over 1,300% in the first half of

4 bmp Half Year Report 2011 Foreword 4 00% Development of the share price of bmp media investors AG in the first half of 2011 compared to Dax and TexDax (Index = 100) 180% 160% 140% 10% 100% bmp TexDax Dax 80% Jan 11 Feb 11 Mrz 11 Apr 11 May 11 Jun 11 Outlook The third quarter of 2011 also had a good start. As planned we were able to have listed our subsidiary bmp Beteiligungsmanagement AG (WKN: A0EAMY) at the open market segment of the Frankfurt Stock Exchange in July As per we held 90% of that company (315,000 out of 350,000 shares), the current share price amounts to 4.00 EUR/share. The goal is to reduce our share in the company to significantly below 50 percent until the end of 2011 and to exit the company completely within one year. From today s point of view this goal appears to be achievable. Furthermore, by end of July we sold our polish investment Pomocni Sp. z o.o., which we acquired in mid 2008 to Edipresse Polska S.A. Even though it was only a small investment, we realized an IRR of 134% and multiple of 9 on the invested capital thereby demonstrating our expertise in successfully developing and selling companies. shall be sold during the coming years. Due to the currently very volatile international capital markets we cannot evaluate precisely the future earnings situation of bmp media investors AG in the second half of This is because in some cases (e.g. stock market listed investments, potential exits) we are directly dependent on the capital markets. But since meanwhile this is the third crisis of this kind since 2000, we are well prepared. Company liquidity is healthy and most of our portfolio companies develop promisingly. We therefore expect that the current market situation will not affect us severely even if we could need a bit more patience in one or the other project. Berlin, August 2011 The Executive Board Oliver Borrmann Jens Spyrka In August we acquired a new investment, iversity GmbH, alongside with Frühphasenfonds Brandenburg. Thus we now hold seven investments in the area of media & marketing services after the exit from Pomocni. Additionally we hold four older investments in other areas which

5 bmp Half Year Report 2011 Investment Portfolio 5 Investment Portfolio The changing of the name of bmp AG to bmp media investors AG documents the strategy of focusing entirely on the area of media & marketing services in future. This segment was already the focus of investment in the past and was able to achieve above-average performance. The successful exits from the bmp portfolio included trade sales such as eprofessional (ZANOX), Gamigo (Springer), or nugg.ad (Deutsche Post) and stock market listings such as YOC (Germany), K2 Internet, and Bankier (both Poland). As a result of the exciting investments, successful exits, and strong integration in the market, bmp has made a good name for itself over the past few years in the media & marketing services environment in Germany and Poland. bmp has an excellent deal flow of investment enquiries from these segments and is a welcome investor and a valued co-venture partner. We want to further strengthen this position by changing the name. The portfolio performance during the first half of 2011 was mainly positive. As at 30/06/2011, bmp held investments in eleven companies, of these, seven were in the area of media & marketing services and four companies were in other technological areas. In the first half of 2011, a total of EUR 4.6 million was invested in new and existing holdings and EUR 4.6 million was realized from the sale of holdings. With one new investment and three investment sales, the number of holdings decreased from 13 to 11 during the first half of The portfolio changes during the first half of 2011 are described below. Investment portfolio Media & Marketing Services as at Name Entry Share % Phase Volume million 1 brand eins Medien AG 02/ Expansion >2.5 2 GreenHanger GmbH 10/ Start-Up <1 3 Motor Entertainment GmbH 01/ Expansion <1 4 Pomocni Sp. z o.o.* 07/ Start-Up <1 5 Self Loading Content GmbH 12/ Start-Up vertical techmedia AG 04/ Start-Up <1 7 Xamine GmbH 04/ Start-Up <1 * sold in the third quarter of 2011

6 bmp Half Year Report 2011 Investment Portfolio 6 Investment portfolio Other Technology as at Name Entry Share % Phase Volume million 1 European Telecommunication Holding AG 12/ Expansion Heliocentris Energy Solutions AG 05/ Expansion >2.5 3 Newtron AG 08/ Expansion Revotar Biopharmaceuticals AG 07/ Start-Up >2.5 Disposals In the first quarter of 2011, the media investment in the Polish company Republika Kobiet Sp. z o.o. was sold for a symbolic price as part of a management buyback. It was not possible to successfully implement the corporate strategy that had originally been planned, with the result that bmp withdrew from this commitment. The value of the investment had already been adjusted in Also during the first quarter, a purchase agreement was signed between the shareholders of the Munich-based holding ergotrade AG (bmp share 49.99%) and Sims Group German Holdings GmbH, which it was then possible to implement in April after approval from the German anti-trust authority. This meant that the other portfolio was reduced by one company. bmp was the lead investor involved in the founding of ergotrade AG in October 2000 and built up the company into one of the leading IT remarketing and life cycle management providers in Germany. In April, the remaining shares were sold to the stock market listed Polish marketing services holding K2 Internet S.A. (bmp share 18.03%) as part of a new placement with well-known financial investors. After the partial sale as part of the IPO of K2 and the initial placement in 2010, this was therefore the third sale transaction with regard to K2, which has been a very successful investment for bmp. bmp had been the lead investor since the formation of K2 in mid-2000 and actively supported and promoted the successful development of the company. New investments In the first half of the year, a new investment was made, a 35.23% holding in brand eins Medien AG. The investment volume was in excess of EUR 3 million. brand eins is a business publishing company formed in 1999, which is now very well established with headquarters in Hamburg. In addition to corporate publishing projects, the company issues the business magazine brand eins, which has gained the undisputed top position as best-selling business magazine in Germany, outselling magazines such as Manager Magazin, Wirtschaftswoche, and Capital. brand eins has been growing continuously since its formation and is now working profitably. bmp would like actively to support brand eins in its further expansion and the setting up of new business areas and thereby significantly increase the value of the holding in the medium term. Follow-up financing and portfolio results» Revotar Biopharmaceuticals AG (bmp share 38.76%): At the end of February, Revotar published very good results from a clinical phase II study in the COPD area (smoker s cough, severe bronchitis), the final report of

7 bmp Half Year Report 2011 Investment Portfolio 7»» the study was completed in July. In order to guarantee the financing of the company until the end of the year, the existing shareholders invested a total of almost EUR 2 million in the first half of the year, with EUR 0.75 million of this coming from bmp. With this financing in place, a major round of financing shall now take place up to the end of the year, or a licensing deal with a pharmaceutical company shall be prepared. Revotar has a high earnings potential for bmp during the next 1-3 years, although the possibility of failure can still not be excluded, if no solution for further financing is found by the end of the year. Heliocentris Energy Solutions AG (stock-market listed, bmp share 11.24%): In the second quarter, Heliocentris was able to secure the assets of the insolvent Munich-based energy management company P21 GmbH in an international bidding process. This acquisition should ensure that Helocentris clearly exceeds the revenue hurdle of EUR 10 million as early as 2012, thereby significantly accelerating its own rate of growth. In order to make this growth path more professional, as of 1 September 2011, Ayad Abul-Ella, a very experienced industrial manager, will be starting work as Chairman of the company s Executive Board. Since the start of May, bmp made a EUR 0.2 million contribution to a Heliocentris capital increase of EUR 1.6 million. The subsequent inclusion of the strategic investors NTEC and Life Energy from Kuwait with a combined total of EUR 2.6 million resulted in a slight decline in the bmp share in Heliocentris. Motor Entertainment GmbH (bmp share 10.87%): bmp s stake underwent a mini-» mal decrease as a result of a small capital increase from 11.09% to a current level of 10.87%. Xamine GmbH (bmp share 49.42%): bmp has slightly increased its commitment to the company by means of an increase in loans. Xamine is building up its product and client portfolio. In June, the Internet Reisevertriebe e.v. (VIR) association awarded Xamine the first prize in its innovation competition Sprungbrett 2011 (Springboard 2011) in the category of Established. It was the newly developed AD IFF technology, which for the first time offers a secure signature process for search engine advertisements, that convinced the specialist jury. Xamine s AD IFF (ad detection and identification of friend and foe ) process helps to identify whether advertisements are friends or foes in a search engine quickly and without any doubt. This makes ad-hijacking, i.e. the unnoticed and illegal introduction of adwords advertisements, impossible. That means: AD IFF can unambiguously recognize affiliates, who, for example, redirect illegal adwords advertisements from an original company to their own URL, in order to obtain unjustified commission. Search engine advertising plays a particularly important role in the travel sector, because many tourism companies process the majority of their bookings online. The high level of competitive pressure increases the level of misuse of brands by means of brand bidding and ad hijacking. The already established Xamine tool Brand Protect and the new AD IFF technology now makes it possible for agencies to guarantee their customers absolute security when booking via search engine advertisements.

8 bmp Half Year Report 2011 Investment Portfolio 8» Self Loading Content GmbH (bmp share 49.99%): During the first half of the year, bmp invested around EUR 0.4 million in two tranches in the further expansion of the company. Since 2011, the company has been concentrating purely on the mobile media offering dailyme. In Germany, dailyme is the leading supplier of mobile TV entertainment across all networks. There is significant growth potential with little completion because there is not much convergence of content in other apps, e.g. apps from Tagesschau, SAT.1, zattoo. It has now been possible to permanently extend the range of the offering, and it is realistic to expect that the 100,000 user mark will be passed during the second half of Along with the extension in range, marketing activities were extended, including incorporation in the ad-networks smartclip and madvertise.

9 bmp Half Year Report 2011 Balance Sheet 9 Group Balance Sheet as of Assets Long-term assets Intangible assets Tangible assets 34, Equity investments 9,146, ,271 Silent partnerships and loans 118, Affiliated companies and Joint Ventures 276, Loans to Joint Ventures Long-term receivables 703, ,279, Current assets Discontinued operations 1,114, Trade accounts receivable 14, Receivables and other assets 3,505, ,684 Cash on banks and cash on hand 5,775, ,533 10,409, Total Assets 20,689, ,032

10 bmp Half Year Report 2011 Balance Sheet 10 Liabilities Shareholders equity Subscribed capital 18,819, ,500 Capital reserves 1,058, Other revenue reserve 972, Accumulated net result -1,819, ,750 Minority interests 118, ,148, Long-term liabilities Liabilities from refinancing activities 1,216, ,217 Long-term provisions 35, ,251, Current liabilities Discontinued operations Trade accounts payable 125, Other liabilities 141, Provisions 22, , Total liabilities 20,689, ,032

11 bmp Half Year Report 2011 Profit and Loss Statement 11 Statement of Comprehensive Income Sales revenue Income from disposal of investments and securities 4,602, ,813 4, Other operating income Income from revaluation of investments 1,794, , Other operating income 235, , Income from consulting and commissions 375, Reduction in book value of investments and securities -4,248, ,625-4, Staff costs Wages and salaries -542, Social security contributions and costs for pensions and support -64, Depreciations Depreciation on intangible and tangible fixed assets -5, Other operating expenses Expenses from revaluation -665, Other operating expenses -848, Operating income 633, , Income from investments Interest and similiar income 156, Interest and similiar expenses -37, Result from ordinary activities 752, , Result from discontinued operations 175, Consolidated comprehensive Income 927, , Diluted and non-diluted earnings per share Earnings from continued operations Earnings from discontinued operations

12 bmp Half Year Report 2011 Cash-Flow Statement 12 Group Cash-Flow Statement for the Period from to Cash Flow from Operations Consolidated net result 928 1,235 Revaluation of investments, securities and receivables -1, Profit from disposal of holdings and securities Depreciation of tangible assets 6 5 Other non-cash items Decrease/(-) increase in assets and Increase/(-) decrease in liabilities Receivables and other assets including securities 2,748 1,225 Other liabilities Provisions Total 1, Cash-Flow from Investments Holdings and affiliated companies Additions to holdings, silent partnerships, loans and fixed-asset securities -4,326-1,180 Change in affiliated companies and joint ventures Cash-in from the disposal of holdings, securities, silent partnerships and loans Tangible fixed assets Additions -3, Disposals 0 0 Total -3, Cash Flow from Financing Change in liabilities to banks 0-26 Capital increase 1,847 0 Total 1, Change in liquid funds Liquid funds at the beginning of the reporting period 5,533 3,171 Liquid funds at the end of the reporting period 5,775 2,886

13 bmp Half Year Report 2011 Statement of Changes in Equity 13 Statement of Changes in Equity Subscribed Capital Other profit Accumulated Minority Figures in 000 capital reserve reserves net results interests Total Equity as at , , ,253 Consulidated net result Capital increase 1, ,847 Minority interests Equity as at ,819 1, , ,149 Equity as at , , ,007 Consulidated net result , ,235 Equity as at , , ,242

14 bmp Half Year Report 2011 Notes 14 Notes 1. General information This quarterly report was prepared in accordance with the provisions of the International Financial Reporting Standards (IFRS) and IAS 34 in particular. 2. Accounting principles The accounting principles described in the last published consolidated financial statements for the year ended 31 December 2010 continue to apply. 3. Economic and seasonal influences The venture capital business is not subject to any seasonal influences and is not directly linked to any economic development in a specific market, but is dependent to a slight extent on the general economic situation. A positive correlation may arise between the market price development of innovative, high-growth companies on the securities markets and the prices that can be generated from OTC share disposals. 4. Unusual circumstances During the period under review, there were no unusual circumstances affecting the Company s assets, liabilities, equity, profit or loss for the period or cash flows except the facts stated under 11. Discontinued business segments. 5. Estimates There were no changes in estimated amounts during the period under review. 6. Changes in shares A capital increase of EUR 1,319, was entered in the commercial register on 14/06/2011. The new 1,319,250 shares will be eligible for dividends from 01/01/2010. The new share capital totals EUR 18,819, and consists of 18,819,250 shares. 7. Dividends No dividends were paid in the period under review. 8. Segment information bmp media investors AG generates its revenue primarily from the disposal of investments. All investments are held in Germany and in Poland. In light of this structure, the Company s revenue and earnings are not broken down into segments for reporting purposes. 9. Significant events after 30/06/11 Please refer to the information provided in the management report. 10. Companies included in consolidation The joint venture ECO Investors Germany Management GmbH consolidated using the equity method was sold.

15 bmp Half Year Report 2011 Notes 15 The fully consolidated company bmp Media Investors AG & Co. KGaA was merged into bmp AG with retrospective effect from 1 January Discontinued business segments In May 2011, the Executive Board decided that in future, the focus will be entirely on investment business in the area of media and marketing services; to this end, its investment management operations will be outsourced to the existing subsidiary bmp Beteiligungsmanagement AG. The transfer of the employees and the contractual relationships associated with operative business took place on 1 July The subsidiary bmp Beteiligungsmanagement AG assumed responsibility for both the employees and the fund investment business (primarily König & Cie.) and consultation for bmp media investors AG and BFB Frühphasenfonds Brandenburg. It was listed on the open market (OTC trading) in July. In the medium term, bmp media investors AG intends to exit bmp Beteiligungsmanagement AG completely through the stock exchange. This discontinued business segment is reported in the balance sheet and the statement of comprehensive income in accordance with IFRS Explanations on the discontinued business segment in accordance with IFRS 5 (33) Results of the discontinued business segment: In Revenue 24, , , , Expenses 53, , , , Valuation result 73, ,800 - Result from Joint Venture 129, , Result before and after tax 175, , , , As a result of the fact that the earnings contributions valuation result and share of earnings from joint ventures are not relevant, there is no income tax expense. Cash flows from the discontinued business segment: In Cashflow from operations -170, , Cashflow from investment Cashflow from financing 900, The discontinued business segment includes the fully consolidated subsidiary bmp Beteiligungsmanagement AG. bmp Beteiligungsmanagement AG is significantly extending its busi-

16 bmp Half Year Report 2011 Notes 16 ness activities within the discontinuation of the business segment as of 01/07/2011 by assuming responsibility for the investment consultancy of bmp media investors AG. In addition, it is a service provider for bmp media investors AG as part of the service contract with BFB Frühphasenfonds Brandenburg GmbH and assumed responsibility for the joint venture with König & Cie. GmbH & Co. KG. It has therefore assumed responsibility for most of the staff from bmp media investors AG as of 01/07/2011. For this reason, the balance sheet value and results of bmp Beteiligungsmanagement AG as of the reporting date 30/06/2011 are not representative of future values. The cost structure of the bmp Group will change significantly from 01/07/2011 because in future, the majority of staff costs and other operating expenses will be reported in the results of the discontinued business segment. 13. Contingent liabilities and receivables There were no changes in contingent liabilities or receivables in the period under review. 14. Expenses from the remeasurement of equity interests and securities Revaluation expenses amounted to 665 thousand in the first half of business year Responsibility statement To the best of our knowledge, and in accordance with the applicable reporting principles for interim financial reporting, the abbreviated consolidated interim financial statements give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group, and the consolidated interim management report includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal opportunities and risks associated with the expected development of the Group in the remaining months of the financial year.

17 bmp Half Year Report 2011 Management Report 17 bmp media investors AG, Berlin Group Management Report for the First Six Months of 2011 As of 30/06/11, the investment portfolio consisted of 11 companies with a total investment volume at cost of 20.1 million. The investments are primarily domiciled in Germany. As at 30/06/2011, bmp holds one foreign investment in Poland. During the period under review, bmp purchased three holdings and entered into one new investment. Significant events after the period under review: After the period under review, bmp media investors AG completely gave up its holding in Pomocni Sp. z o.o. In May 2011, the Executive Board of bmp media investors AG decided that in future, the focus will be entirely on investment business in the area of media and marketing services; to this end, its investment management operations will be outsourced to the existing subsidiary bmp Beteiligungsmanagement AG. The transition of almost all employees was completed on 1 July At the same time, Jens Spyrka, who was previously responsible for investment business in the area of media & marketing services, was appointed to the Executive Board of bmp media investors AG, while Andreas van Bon left the Executive Board with effect as at 30/06/2011. As at 1 July 2011, the subsidiary bmp Beteiligungsmanagement AG assumed responsibility for both the employees and the fund investment business (primarily König & Cie.) and consultation for bmp media investors AG and BFB Frühphasenfonds Brandenburg. It has now been listed on the open market. In the medium term, bmp media investors AG intends to exit bmp Beteiligungsmanagement AG completely through the stock exchange. Opportunities and risks for the period from 01/07/2011 to 31/12/2011: Overall risk assessment and risk management bmp has taken extensive precautions for all recognisable individual risks in the interim report as of 30/06/2011. bmp has developed an integrated system of investment controlling which makes it possible to assess the quantity and quality of risks arising in its investment business. In addition to comparing target and actual data at investment level and Group level, the system enables seamless reporting while fulfilling the purpose of a management information system. Economic developments in our holdings are monitored via intensive contact with the companies. The carrying amounts and value development of the holdings are reviewed on a quarterly basis using appropriate actuarial models and adjusted as necessary. The continuous controlling of investments allows the Company to implement suitable measures in response to adverse developments. bmp s current liquidity position is good. From a current perspective, the individual or cumulative occurrence of potential risks presents no danger to the continued existence of the bmp Group. In the opinion of the Executive Board, bmp s continued existence is guaranteed on a sustainable and long-term basis. The Executive Board assumes that the current market situation will not place an excessive burden on bmp media investors even if some projects may end up requiring somewhat more patience overall. Berlin, August 2011 The Executive Board