Notes Sedo Holding AG at a glance Consolidated figures acc. to IFRS 2011 2010 Change in % Financial figures Jan. Sept. Jan. Sept. Sales million 92.0 83.9 9.7 Gross margin % 21.9 23.7 EBITDA million 5.5 5.9-6.8 EBT million 4.8 3.9 23.1 Net income million 2.7 2.5 8.0 EPS 0.09 0.08 12.5 Balance sheet figures September 30 December 31 Current assets million 37.8 38.3-1.3 Non-current assets million 81.2 81.3-0.1 Liabilities million 23.6 26.5-10.9 Equity million 95.4 93.0 2.6 Total assets million 119.0 119.6-0.5 The Sedo Holding share September 30 September 30 Share price 2.39 3.43-30.3 Number of shares 30,455,890 30,455,890 Market capitalization million 72.8 104.5-30.3 Employees September 30 September 30 Germany 236 232 1.7 Abroad 106 103 2.9 Total 342 335 2.1 Quarterly development in million Q1 2011 Q2 2011 Q3 2011 Q3 2010 Sales 33.0 29.9 29.1 27.3 EBITDA 2.2 2.0 1.3 1.6 EBT 1.9 1.8 1.1 1.1 Net income 1.0 1.0 0.7 0.6 2 Sedo Holding AG
Content Foreword of the Management Board 4 Management Report 6 Financial Statements acc. to IFRS 14 Statement of Comprehensive Income, Quarterly Development 32 Financial Calendar 36 9-Month Report 2011 3
Foreword of the Management Board Dear shareholders, business partners and employees, Following a generally difficult year in 2010 Sedo Holding AG can look back on a stable trend in the first 9 months of 2011. Our sales revenues increased compared with those in the same period of the previous year, from 83.9 million to 92.0 million as of September 30, 2011. This represents an increase of 9.7% and results from the increase in sales in the Affiliate Marketing segment. Here we were able to significantly increase our business - both in Germany and abroad. Sales in this segment increased from 51.8 million to 62.5 million and thus by 20.7%. Sales in the Domain Marketing segment declined, particularly due to a weaker trend in Domain Parking, from 32.0 million to 29.4 million (-8.1%). As a result of declining sales in the higher-margin Domain Marketing segment and the investments in further growth in the foreign business in Affiliate Marketing, the EBITDA at 5.5 million remained below the previous year s level ( 5.9 million). Our result of the operational activity (EBIT), however, could be increased in the first nine months of 2011 to 4.4 million (+18.9%). In the previous year, scheduled depreciations and amortization from company acquisitions ( 0.8 million) were included in the EBIT, which no longer apply in 2011. The results from continued operations in the first nine months of 2011 was 2.7 million (previous year: 1.5 million). In Affiliate Marketing we have further increased the number of partner programmes (+10.7%) and websites (+6.9%) and thus consolidated our positioning as a leading international affiliate network. The number of registered members on our domain platforms could be increased from 1.1 million to over 1.3 million. In the second quarter of 2011 the areas of Domain Trading and Domain Parking were reorganized in order to increase the efficiency of the platforms. As a result, the number of tradable domains on the platform as of September 30, 2011 declined to 15.3 million compared with 17.2 million on the same date of the previous year. The number of domains available for marketing purposes in the area of performance-based Domain Parking declined to 5.2 million domains (previous year: 7.5 million) cleared up. 4 Sedo Holding AG
Axel Hamann Alexander Röthinger Tim Schumacher Dr. Dorothea von Wichert-Nick Chief Financial Officer Chief Technical Officer Chief Executive Officer Marketing and Sales As of July 1, 2011, Sedo Holding AG appointed two new members of the Management Board, and thus strengthened its management team. Dr. Dorothea von-wichert Nick was appointed member of the board responsible for Marketing and Sales. In her function she is internationally responsible for the areas of Customer Service, Sales, Product Development and Marketing for Germany s leading Affiliate network. Besides strategic positioning as well as international market development, she will primarily advance the consistent further development of the affilinet business with a focus on customer groups and innovative product development. Mr Axel Hamann has been appointed as a member of Sedo Holding AG s Management Board responsible for Finance and Human Resources. In this position, he succeeds Andreas Janssen, who left Sedo Holding AG on termination of his contract as of June 30, 2011 and will devote himself to other tasks in future. The development of sales revenues and the pre-tax profit in the first nine months are in line with our expectations for the full year. Against this background and on the basis of the current market conditions, we continue to expect a doubling of the EBT in the 2011 financial year to 6.6 million and an increase in sales of 10% compared with the previous year s figure. Cologne, November 9, 2011 Axel Hamann Alexander Röthinger Tim Schumacher Dr. Dorothea von Wichert-Nick 9-Month Report 2011 5
Management Report 1. Economic environment IMF reduces its forecasts In its World Economic Outlook published in September 2011, the International Monetary Fund (IMF) has lowered its global growth forecast for 2011 in comparison with the previous forecast of June 2011. Compared with the good growth in the world economy of 5.1% in 2010, the economic climate has cooled down noticeably. The IMF experts are particularly concerned about the debt crisis in the Eurozone and the risk of another decline in the U.S. economy. In the estimation of the IMF, a further deterioration would have serious consequences for global growth. Against this background, the IMF has significantly adjusted its forecasts downward in September and now only expects global growth of 4.0% in 2011 (-0.3 percentage points in comparison with its June forecast) and 4.0% in 2012 (-0.5 percentage points). The growth forecast for the classical industrial nations was reduced for 2011 and 2012 by 0.6 or 0.7 percentage points to 1.6% or 1.9%. In this connection, in particular, forecast growth in the USA was reduced by 1.0 or 0.9 percentage points in 2011 (to 1.5%) and 2012 (to 1.8%). The expected growth within the Eurozone was also reduced by 0.4 or 0.6 percentage points in 2011 (to 1.6%) and 2012 (to 1.1%). Following good growth in 2010, in the opinion of the IMF, Germany will also feel the consequences. Thus, the IMF now only expects growth of 2.7% in 2011 and 1.3% in 2012 - and thus 0.5 or 0.6% less than in its June forecast. According to the Federal Statistical Office Destatis, the dynamic trend in the German economy has cooled down considerably after the lively start of the year. After 1.3% in the first quarter, German Gross Domestic Product (GDP) only grew in the second quarter by 0.1%. The German Institute for Economic Research (DIW) also expects a clear slowdown in the growth of the German economy this year. In particular, due to good growth in the first six months of 2011 and the associated good order situation in companies, the German economy will this year grow by 2.8 percent compared with the year of 2010. For next year, in the opinion of the DIW there is a good chance of a significantly lower growth rate of 1.0 percent, above all due to stagnating production in the winter half-year. Advertising market grows despite unrest on the finance markets Nielsen Media research reported in the middle of July that, after a good gross advertising year in 2010, the German advertising industry has improved its advertising pressure further in the first half of 2011 and completed it with growth of 4.6% compared with the previous year. According to the report, almost all medium genres completed the first six months of 2011 with a positive balance of their gross advertising pressure compared with the previous year. In this connection, online advertising grew by 26.0%, and thus registered the highest growth of all media. In its report of December 2010, the ZenithOptimedia media agency group reported advertising market growth in Germany of 2.9% in 2010. In October 2011, in its study Advertising Expenditure Forecast, ZenithOptimedia forecast worldwide growth of the advertising market in 2011 of 3.6%. In Western Europe there should be an increase of 2.3% in advertising investments and also in Germany continues to register stable development, despite the crisis on the finance markets. In February 2011, the Deloitte report Media Democracy commented on the triumphal progress of the Smartphone and TabletPCs. According to it in 2010, the number of Smartphones in German households had doubled, and the further development should have a decisive influence on the entire media area. The increasing use of mobile terminals will also open up new possibilities for the advertising market. Mobile Display Advertising is becoming an increasingly important element in the media mix. In the first six months of 2011, 207 companies already ran mobile advertising campaigns. This corresponds to an increase of about 51% in comparison with the previous year. The gross advertising volume of Mobile Display Advertising should, on the basis of a provisional forecast, double in 2011 to 40 million. This is indicated by the latest Mobile Report (September 2011) from the Unit Mobile Advertising (MAC) in the Federal Association Digital Industry (BVDW e.v.). The BVDW bases it figures on a total of around 12 million private Smartphone users, of whom use about 43% use their mobile terminal for the internet access every day. Nevertheless, the marketing and sales potential in the mobile network is far from being fully exploited. 6 Sedo Holding AG
Growth in this online-advertising market In its Online Report 2011/02, published in March 2011, the Circle of Online Marketers (OVK) reported on continued strong growth of the online advertising market in Germany. According to its report, the online advertising market grew by a gross 26% in 2010. The online share of the media mix is 19.2% and the medium has surpassed newspapers (currently: 21.8%).The Internet is thus the second strongest advertising medium after television (currently: 37.9%) and has established itself as an indispensable element in an integral approach to target groups. In calculating its market data, the OVK not only takes into account classic online advertising, but also search-word marketing and the affiliate networks. According to the OVK, the gross advertising volume of the affiliate networks grew by 10% in Germany in 2010. Sedo regularly reports in its studies on the domain secondary market about current market trends. The third quarter, as the summer quarter is traditionally weaker than the previous quarter. In addition, the second quarter also included the record sale of gambling.com (USD 2.5 million). The average price of a domain declined in the third quarter 2011 to 1,390, compared to 1,613 in the second quarter (incl. the sale of gambling.com). Measurable success through performance marketing The number of Internet users and the time they spend on the Internet continue to increase. The ongoing expansion of efficient broadband Internet connections and mobile phone networks and the booking of data flat rates associated with this development also make their contribution to it. The consumers who surf the Internet in increasing numbers and for longer periods of time can be appealed to more frequently with individualized advertising. As a result of the interactivity and direct measurability of the Internet medium, online campaigns can purposefully set themselves apart from classic advertising. In addition, the tools employed for planning, tracking, reporting and optimization are continuously becoming more efficient. This development leads advertising on the Internet having a concrete added value in comparison with classic advertising forms - and its share of the overall advertising market thus continues to increase. Affiliate Marketing Domain Marketing 9-Month Report 2011 7
Management Report 2. Structure of Sedo Holding AG As an independent supplier of performance-based marketing solutions on the Internet the Sedo Holding group unites the two leading market places for performance advertising and domains on the Internet: affilinet for the Affiliate Marketing and Sedo for Domain Marketing. The Sedo Holding Group as a marketer in the strong growth area of performance marketing offers intelligent solutions to third parties worldwide. The group is represented with branch offices in five European countries, Germany, France, Spain, Great Britain and the Netherlands, and in the USA. affilinet as a European specialist for Affiliate Marketing provides online advertisers with an effective digital sales channel and the sales partners attractive opportunities to generate revenue. Sedo is a specialist for Domain Marketing and a leading marketplace for Domain Trading. Sedo is also one of the leading companies in the performance-based area of Domain Parking. Employees As of September 30, 2011, the Sedo Holding Group had a total of 342 employees. On the same date of the previous year, the total number of employees was 335. In Germany the number of employees increased from 232 in the previous year to 236, in the foreign companies from 103 to 106. Within the two business segments, as of September 30, 2011 there were 167 employees in Affiliate Marketing (previous year: 157) and 162 in Domain Marketing (previous year: 163). In the parent company, as of September 30, 2011, there were 13 employees (previous year: 15). The share The share price of Sedo Holding AG as of September 30, 2011 was 2.39 and had, therefore, declined by 30.3% compared with the price on the same date of the previous year ( 3.43). The market capitalization of Sedo Holding AG as of September 30, 2011 was 72.8 million, compared with 104.5 million as of September 30, 2010. The Annual General Meeting of Sedo Holding AG was held in Cologne on May 27, 2011. 92.05 % of the share capital was represented. The shareholders gave their approval to the proposals of the Management Board on all items on the agenda requiring their consent by a large majority. 3. Segment development Affiliate Marketing (affilinet) affilinet is the specialist for Affiliate Marketing within the Sedo Holding Group. With offices in Germany, France, Great Britain, the Netherlands and Spain, affilinet operates one of the leading affiliate networks in Europe. With its performance-marketing solutions, the platform offers online advertisers an effective digital sales channel and the registered sales partners (publishers) attractive opportunities for earning revenue. Sales in the Affiliate Marketing segment increased in the first nine months of 2011 by 20.7%, from 51.8 million in the same period of the previous year to 62.5 million. The cost of sales increased from 43.4 million to 53.2 million (+22.6%) and thus more strongly than sales revenues as a result of higher payments to our affiliates in the reporting period. The EBIT-like indicator Contribution amounted to 1.4 million in the first nine months of 2011, after being 0.9 million in the same period of the previous year. The number of partner programmes made available increased from 2,158 in the previous year to 2,388 (+10.7%). The number of participating websites also increased from around 490,000 to 524.000 (+6.9%) compared with the previous year s figure. 8 Sedo Holding AG
In the first nine months, the focus was on the expansion of the marketplace and the implementation of new products. We were thus able to further extend the good growth in the area Online Retail in the first nine months of the year. In particular, the areas of fashion, finance, travel and mobile telephones are making good progress. In the area of couponing, we have been offering new solutions in the area of voucher marketing since 2010. In 2011 we were able to further expand this area and increasingly attracted publishers for the product. We also continued to grow in the areas of cashback and bonus programmes. In autumn 2010 we presented our new retargeting technology on PostView and PostClick basis, on the basis of which we were able to successfully gain new customers in 2011. In the third quarter of 2011, with the presentation of Basket Tracking we have further extended our range of products and services. Basket Tracking offers the advertiser extensive detailed information on the buying behaviour of consumers and thus an even more targeted management of the range. In the area of Affiliate Marketing, at the end of 2010 in an externally-supported project we intensively concerned ourselves with the strategy for the coming years. The result was adopted at the end of 2010 and provides for investments in the following areas: automation of sales processes, improvement of user-friendliness of the platform, sector-specific functions as well as the development of data-mining capabilities. With the development of data-mining capabilities, affilinet will in future be able to deliver even more detailed analyses and tools to its customers aimed at improving the performance of their programmes. The implementation of the various projects will be largely completed by the end of 2011. For the fourth quarter of 2011, we expect growth in sales as a result of the opening up of further customer potentials. In addition, we would like to further improve the service quality and user-friendliness of the platform in order to make access to Affiliate Marketing easier for potential participants. We also will further continue the development of campaign management where we will implement short-term measures for lead, sale and traffic generation. Affiliate Marketing September 30, 2011 September 30, 2010 Change in % Sales in million 62.5 51.8 20.7 Contribution in million 1.4 0.9 55.6 Employees 167 157 6.4 Affiliate programmes 2,388 2.158 10.7 Websites 524,000 490,000 6.9 Domain Marketing (Sedo) Sedo is the specialist for Domain Marketing within the Sedo Holding Group. With offices in Germany, Great Britain and the USA, as well as numerous international webpages, Sedo is active worldwide in more than 20 languages. Sedo is the leading marketplace worldwide for the trade with domains. The range of services in the trade includes, among others, domain brokerage, domain transfer and domain evaluation. Also in the performance-based area of Domain Parking, in which Sedo markets advertising on domains, Sedo is one of the leading companies In the Domain Marketing segment sales of 29.4 million were generated in the first nine months of 2011 (same period of previous year: 32.0 million). Sales thus declined by 8.1%. This was essentially due to weaker Domain Parking business. The cost of sales declined at an above-average rate from 20.7 million in the previous year to 18.6 million in the first nine months of 2011 (-10.1%). The reason for this were, above all, lower write-downs for non-marketability and registration costs as a result of reduced own inventory of domains. As a result of the weaker sales, the contribution in 2011 was 3.9 million, following a figure of 4.7 million in the same period last year. In the second quarter of 2011 a data readjustment was conducted in the areas of Domain Trading and Domain Parking. As a result of the readjustment, the number of marketable domains on the platform fell to 15.3 million as of September 30, 2011 compared to 17.2 million on the same date last year. The number of domains available for marketing purposes in the area of performance-based Domain Parking after adjustment was 5.2 million domains (on the same date last year: 7.5 million). As of September 30, 2011, the number of registered members increased to 1.3 million (previous year: 1.1 million). 9-Month Report 2011 9
Management Report The focus of the first nine months of 2011 was on the expansion of Sedo s trading and parking platform, and the extension of the SedoMLS network (Sedo Multi Listing Services). In the second quarter the prestigious sale of gambling.com was successfully completed via the Sedo trading platform. With a sales price of 2.5 million U.S. dollars this was the third most expensive domain which had ever been sold via Sedo. The seller of the domain was the British company Media Corp. In the area of Domain Trading, we were able to start numerous new functions and tools and upgrade the domain trade for buyers and sellers. Through the use of a simplified submission of bids it is aimed to increase the conversion rate among potential buyers. With an WhoIsCheck the owner will be automatically checked when placing the domain on the marketplace. As a result, the potential customer will have more security that the domain really does belong to the seller. In Domain Parking, at the beginning of September we launched a totally reorganized statistics platform, which offers domain owners significantly improved analysis tools for their domains and a much faster user control. Since the first half of the year, we have been offering SedoMLS to all domain owners. With the use of SedoMLS all domains which are being offered for sale will also be offered for sale in the international SedoMLS partner network. In addition, SedoMLS makes an automated and thus faster transfer of domains possible. With DynaDot and Register.it, Moniker and Dotster, in addition, further partners could be acquired for the Sedo MLS network. In the area of Domain Marketing, in which we occupy a leading position worldwide, we see a generally varied picture in the market in 2011. While Domain Trading has been on a solid level, in Domain Parking we have observed a stagnating market. In particular, in the fourth quarter we want to extend domain trading via our marketplace among the Buy Now domains and to extend our SedoMLS network. We will concentrate our own holding of domains more strongly on domains which are marketable in the short term and dispose of unprofitable domains. Domain Marketing September 30, 2011 September 30, 2010 Change in % Sales in million 29.4 32.0-8.1 Contribution in million 3.9 4.7-17.0 Employees 162 163-0.6 Domains in million 15.3 17.2-11.0 Marketable domains in million 5.2 7.5-30.7 Registered members in million 1.3 1.1 18.2 10 Sedo Holding AG
4. Earnings, financial position and net assets Consolidated figures acc. to IFRS in million as of September 30, 2011 83.9 92.0 Sales EBITDA 5.9 5.5 EBT 3.9 4.8 2010 2011 2010 2011 2010 2011 Statement of Comprehensive Income Sales increased by 9.7% from 83.9 million in the same period of the previous year to 92.0 million in the period under report. The cost of sales increased at an above average rate compared to the previous year by 12.2% from 64.0 million in 2010 to 71.8 million in 2011. Mainly responsible for the unusually large increases are higher payments to the affiliates. Correspondingly, the gross margin declined from 23.7% in 2010 to 21.9 in the first nine months of 2011. The gross profit of 20.1 million in the period under report roughly matched the previous year s level ( 19.9 million). As a result of the decline in sales in the higher-margin domain marketing, the increase in sales revenues is only slightly reflected in the gross profit. The selling costs are largely due to strengthening of our sales efforts in the Affiliate Marketing area abroad by 8.0% to 9.4 million (previous year: 8.7 million). In contrast, administrative costs declined from 6.5 million in the same period of the previous year to 5.9 million (-9.2%). The main reason for this is the one-off income resulting from the writing-off of lapsed virtual share options from the employee stock ownership plan programme. Earnings before interest, taxes, depreciation and writedowns on domains (EBITDA) declined from 5.9 million in the same period of the previous year to 5.5 million in the first nine months of 2011 (-6.8%). The operating result (EBIT) rose in the first nine months of 2011 from 3.7 million to 4.4 million. In the previous year, scheduled depreciations and amortization from company acquisitions ( 0.8 million) were included in the EBIT, which no longer apply in 2011. The pre-tax result increased from 3.9 million in the previous year to 4.8 million in the first nine months of 2011 (+23.1%). The net income from continued operations in the first nine months of 2011 was 2.7 million (previous year: 1.5 million). Earnings per share (from continued operations) were 0.09 (previous year: 0.05). Cash-flow statement Operating cash-flow in the first nine months of 2011 amounted to 3.4 million and thus roughly matched the previous year s level of 3.6 million. Revenue from continued operational activity in the first nine months of 2011 amounted to 13.9 million and on the income side included the scheduled repayment of the vendor loan of 12.2 million granted to Hi-media S.A. in 2009 within the context of the sale of the Display Marketing business. The cash flow from the investment area in the period under report was 0.7 million compared with 0.4 million in the previous year. Investments in intangible and tangible assets amounted to 0.8 million. Thereby, in the third quarter of 2011 296k alone was accounted for by IT investments in intangible assets within the scope of the affilinet strategy decided upon at the end of 2010. 9-Month Report 2011 11
Management Report Balance sheet Compared with December 31, 2010, the cash and cash equivalents increased from 6.3 million to 19.4 million as of September 30, 2011, mainly due to the afore-mentioned repayment of the vendor loan by Hi-media S.A. The other financial assets were correspondingly reduced from 14.3 million in the previous year to 2.8 million as of September 30, 2011. The main items in the assets continue to be goodwill of 75.6 million (previous year: 75.6 million) which represents about 63.5% of the balance sheet total (previous year 63.3%). In 2011, liabilities declined from 26.5 million as of December 31, 2010, to 23.6 million, largely due to the reduction of liabilities from accounts payable and other short-term liabilities, tax provisions and other short-term liabilities. The total equity increased compared with the end of the year 2010 from 93.0 million to 95.4 million as of September 30, 2011. The equity ratio was thus 80.1% after being 77.8% as of December 31, 2010. 5. Subsequent report After the end of the period under report there were no developments which significantly changed the corporate situation of Sedo Holding AG. 6. Risk report The objective of risk management is to systematically deal with potential risks as well as to promote a risk-oriented approach and action throughout the entire organization. This controlled handling of risks should contribute to consistently making full use of existing opportunities and enhancing the company s success. The concept, organization and task of Enterprise Risk Management was defined by the Executive Board of Sedo Holding AG and documented as part of a risk manual available to all members of the Group. These requirements are continuously compared with the changing legal conditions and adapted or further developed as required. Within the context of the risk management process we identify, classify and evaluate company risks in a standardized group-wide system with a clear allocation of responsibilities. We use Enterprise Risk Management not only to identify risks which may endanger the Group s continued existence, but also to identify and monitor those risks which do not jeopardize our existence, but which may have a significant negative impact on the group s financial position, net assets and result of operations. Also in the third quarter of 2011, a risk audit was conducted at several companies belonging to the Group. Risk scenarios were evaluated with regard to the possible negative impact on the respective company s EBT and the achievement of targets and the probability of such damage. Wherever it made sense, risk-limiting measures were defined for identifying potential major risks. An early warning system and key figures were established as part of a proactive monitoring system. The current risk status is communicated on a quarterly basis to the Management Board which in turn reports to the Supervisory Board. Sudden risk occurrences or significant changes in the risk situation trigger an ad hoc reporting obligation and the respective risk is communicated immediately to the Management Board, and where necessary, by them to the Supervisory Board. There were no fundamental changes in the major risks and uncertainties of the Group in the third quarter of 2011 compared to the second quarter of 2011. However, currently a trend towards more opportunities than risks for the companies in the Sedo Holding Group is recognizable. This is based, among other things, on the results of the strategy projects which have been conducted in the individual units. Competition continues to be fierce in the performance marketing area and exerts pressure on the margins. There continues to be a need, therefore, for companies to develop more innovative new products. The time to market is just as decisive here as the customer-friendliness of products and services. In those countries in which the Sedo Holding Group is represented, as a result of the Euro crisis there is still uncertainty, which generally also has an influence on business and consumer behaviour. Nevertheless, at the moment there are no signs of a significant decline in the area of ecommerce. In a few countries there continues to be a dependence on large 12 Sedo Holding AG
customers and partners which, however, has been tendencially reduced. The essential risks to the company s current and future financial position, net assets and results of operations tend to be concentrated in the areas of competition, product development and dependencies on customers and partners and the resulting pressure on margins. Personnel risks continue to be limited to certain Group units in which highly specialized knowledge is required, which is only available to a limited extent on the labour market. Our risk management culture allows us to counter these risks proactively and wherever possible keep them to a minimum. We judge the probability of such adverse developments as moderate to medium. There were no risks which directly jeopardized the continued existence of Sedo Holding AG in the third quarter of 2011, neither from individual risks nor from the overall risk situation. 7. Outlook for the Sedo Holding Group Positive advertising market trend despite finance market crisis In its Advertising Expenditure Forecast study published in October 2011, ZenithOptimedia continues to forecast growth in the global advertising market. Despite the crisis on the finance markets, it still expects increasing investments of advertisers in communication, however more cautious towards the end of the year than was anticipated in summer. For the growth of the worldwide advertising market, ZenithOptimedia forecasts growth of 3.6% and thus corrects its July forecast (4.1%) slightly downwards. According to it, in North America, 2.5% more should be invested in advertising than in the previous year and in Western Europe 2.3%. Also for Germany, despite the difficult stock markets, it expects a stable development of the advertising market for 2011. The Internet will continue to be by far the most rapidly growing advertising medium worldwide. According to the forecast, the Internet will increase its share of the global advertising market from 14.4% to 18.9% by 2013 and, as a result, replace magazines as the second strongest medium (after TV). In Germany, 13,2% more advertising money should flow into the Internet in 2011. In its Online Report 2011/12, the OVK forecasts unbroken growth for the German online advertising market. For 2011, growth in the gross advertising volume for the entire online advertising market of 16% is expected. Development of the Sedo Holding Group Sedo Holding is firmly convinced that, in particular, the performance-oriented advertising forms, in other words, that part of advertising which aims to promote direct action of the consumers and other customers on the interactive medium of the Internet will continue to have good growth prospects in the medium to long term. In the area of Affiliate Marketing in future we want to invest strongly in the following areas: automation of the sales processes, improvement on the user-friendliness of the platform, trade-specific functions as well as development of the data-mining abilities. For the fourth quarter 2011 we expect increasing sales through the opening up of further customer potentials and a seasonally strong final quarter of the year. In the Domain Marketing area, in which we occupy a leading position worldwide, in general we see a varied picture in the market 2011. While Domain Trading has been on a solid level, both on the market place and also in our reseller system SedoMLS, in Domain Parking we have observed a stagnating market. We will concentrate our own holding of domains more strongly on domains which are marketable in the short term and dispose of unprofitable domains. For the fourth quarter we also expect slightly higher sales in Domain Marketing compared to the same period of the previous year. Against this background, and on the basis of the current market conditions, the Management Board continues to expect a doubling of the EBT in the 2011 financial year to 6.6 million and an increase in sales of 10% compared with the previous year s figure. Cologne, November 9, 2011 The Management Board Axel Hamann, Alexander Röthinger, Tim Schumacher, Dr. Dorothea von Wichert-Nick 9-Month Report 2011 13
Financial Statements acc. to IFRS Balance Sheet 15 Statement of Comprehensive Income 16 Cash Flow 18 Changes in Shareholder s Equity 20 Notes 22 14 Sedo Holding AG
Balance Sheet Consolidated balance sheet acc. to IFRS as of September 30, 2011 in September 30, 2011 December 31, 2010 ASSETS Cash and cash equivalents 19,447,437 6,316,289 Accounts receivable 12,820,042 14,571,260 Accounts receivable from affiliated companies 27,060 51,862 Inventories 2,133,964 2,438,463 Other non-financial assets 666,023 562,372 Other financial assets 2,753,537 14,320,536 Current assets 37,848,063 38,260,782 Shares of associated companies 974,123 955,779 Property, plant and equipment 971,308 1,058,093 Intangible assets (without goodwill) 1,744,710 1,666,572 Goodwill 75,648,717 75,649,666 Deferred tax assets 1,857,435 1,962,648 Non-current assets 81,196,293 81,292,758 Totals assets 119,044,356 119,553,540 LIABILITIES AND EQUITY Liabilities Trade accounts payable 16,807,771 17,888,070 Liabilities due to affiliated companies 65,609 250,106 Tax provisions 1,961,378 2,710,281 Other provisions 980,848 1,035,910 Other current liabilities 3,525,197 4,317,257 Convertible bonds 0 563 Current liabilities 23,340,803 26,202,187 Deferred tax liabilities 293,517 339,804 Non-current liabilities 293,517 339,804 Total liabilities 23,634,320 26,541,991 Equity Capital stock 30,455,890 30,455,890 Additional paid-in capital 38,471,333 38,769,089 Accumulated profit 26,541,223 23,879,226 Currency translation adjustments 172,939 147,734 Total equity without non-controlling interests 95,641,385 93,251,939 Non-controlling interests -231,349-240,390 Total equity 95,410,036 93,011,549 Total liabilities and equity 119,044,356 119,553,540 9-Month Report 2011 15
Statement of Comprehensive Income Statement of comprehensive income acc. to IFRS from January 1 to September 30, 2011 in Jan. Sept. 2011 Jan. Sept. 2010 Sales 91,973,689 83,932,289 Cost of sales -71,838,753-64,041,362 Margin in % of sales 21.9% 23.7% Gross profit 20,134,936 19,890,927 Selling expenses -9,389,297-8,692,605 General and administrative expenses -5,922,325-6,503,217 Other operating expenses -4,432,706-3,326,081 Other operating income 4,124,945 3,163,535 Amortization of capitalized assets in the scope of acquisitions -91,717-865,041 Operating result 4,423,836 3,667,518 Interest and similar expenses -68,853-177,377 Interest and similar income 405,235 364,009 Results from associated companies 52,154 45,357 Pre-tax result from continued operations 4,812,372 3,899,507 Income taxes -2,144,105-2,354,499 Result from continued operations 2,668,267 1,545,008 Result from discontinued operations 0 1,000,130 Net income 2,668,267 2,545,138 Other comprehensive income Earnings from currency translations after taxes 27,976 196,238 Other comprehensive income after taxes 27,976 196,238 Total comprehensive income 2,696,243 2,741,376 16 Sedo Holding AG
in Jan. Sept. 2011 Jan. Sept. 2010 Net income attributable to: Shareholders of Sedo Holding AG 2,661,997 2,590,934 Non-controlling interests 6,270-45,796 Total comprehensive income attributable to: Shareholders of Sedo Holding AG 2,687,202 2,787,811 Non-controlling interests 9,041-46,435 Earnings per share basic ( /share), from net income attributable to the holders of registered ordinary shares of the Company 0.09 0.08 diluted ( /share), from net income attributable to the holders of registered ordinary shares of the Company 0.09 0.08 Earnings per share from continued operations basic ( /share), from result of continued operations attributable to the holders of registered ordinary shares of the Company 0.09 0.05 diluted ( /share), from result of continued operations attributable to the holders of registered ordinary shares of the Company 0.09 0.05 Earnings per share from discontinued operations basic ( /share), from results of discontinued operations attributable to the holders of registered ordinary shares of the Company 0.00 0.03 diluted ( /share), from result of discontinued operations attributable to the holders of registered ordinary shares of the Company 0.00 0.03 Weighted average number of shares outstanding 30,455,890 30,455,890 Weighted average number of shares outstanding (diluted) 30,455,890 30,455,890 9-Month Report 2011 17
Cash Flow Consolidated cash flow acc. to IFRS from January 1 to September 30, 2011 in Jan. Sept. 2011 Jan. Sept. 2010* Net income 2,668,268 2,545,138 thereof result from discontinued operations 0 1,000,130 Adjustment to reconcile net income to net cash Amortization/depreciation of intangible assets and property, plant and equipment 750,993 1,633,294 Depreciation of inventories 326,000 570,000 Net result from disposals of assets 7,445 6,851 Change of deferred taxes 41,691-299,919 Compensation expenses from employee stock option plans -297,756 179,806 Result from associated companies -52,154-45,357 Operating cash flow from continued operations 3,444,487 3,589,683 Non-cash effects from discontinued operations 0-1,000,130 Total operating cash flow 3,444,487 3,589,683 Change in assets and liabilities Change in trade receivables 1,819,476-1,108,605 Change in receivables from affiliated companies 24,802-64,300 Change in inventories -21,501-118,261 Change in other current financial assets 11,566,999-1,746,791 Change in other non-financial assets -103,651-425,804 Change in trade accounts payable -1,080,299-1,863,929 Change in accounts payable due to affiliated companies -184,497-102,155 Change in tax provisions -748,903 1,296,425 Change in other provisions -55,062-207,905 Change in other liabilities -792,060-324,325 Change in assets and liabilities from continued operations 10,425,304-4,665,650 Change in assets and liabilities from discontinued operations 0 0 Net proceeds/expenditures from operating activities 13,869,791-1,075,967 Net expenditures from discontinued operations 0 0 Total net proceeds/expenditures from operating activities 13,869,791-1,075,967 18 Sedo Holding AG
in Jan. Sept. 2011 Jan. Sept. 2010* Cash flow from investment activities Capital expenditure for property, plant and equipment -322,730-383,296 Capital expenditure for intangible assets -441,200-27,225 Investments in participations 0-67,255 Dividends and similar cash inflow from investments 33,810 0 Cash inflow through disposal of assets 168 39,480 Cash flow from investment activities from continued operations -729,952-438,296 Cash flow from investment activities from discontinued operations 0 0 Total cash flow from investment activities -729,952-438,296 Cash flow from financing activities Repayment of short-term bank loans 0-1,400,080 Repayment of convertible bonds -563-3,500 Cash flow from financing activities from continued operations -563-1,403,580 Cash flow from financing activities from discontinued operations 0 0 Total cash flow from financing activities -563-1,403,580 Net increase/decrease in cash and cash equivalents 13,139,276-2,917,843 Cash and cash equivalents at the beginning of the fiscal year 6,316,289 6,547,793 Effect of addition of cash and cash equivalents from first consolidation 0 11,097 Effect of exchange rate differences on cash -8,128 111,111 Cash and cash equivalents at the end of the reporting period 19,447,437 3,752,158 Deposit of interest from continued operations 703,503 393,852 Cash paid for interest from continued operations -123,641-173,877 Deposit of taxes from continued operations 1,213,879 81,586 Cash paid for taxes from continued operations -5,242,045-3,496,042 * For better comparison a reclassification of the operating cash flow was made in the previous year. 9-Month Report 2011 19
Changes in Shareholders Equity Changes in shareholders equity acc. to IFRS Capital stock Additional paid-in capital Shares and Balance as of December 31, 2009* 30,455,890 74,432,826 Net income 0 0 Other comprehensive income 0 0 Total comprehensive income 0 0 Addition of non-controlling interests 0 0 Additon from stock-option plan 0 179,806 Balance as of September 30, 2010* 30,455,890 74,612,632 Balance as of December 31, 2010 30,455,890 38,769,089 Net income 0 0 Other comprehensive income 0 0 Total comprehensive income 0 0 Addition from stock-option plan 0-297,756 Balance as of September 30, 2011 30,455,890 38,471,333 * Adjusted; some figures were retrospectively adjusted and differ to the interim financial statements of the first nine months 2010 (for details see notes no. 3 and 13 of the financial statements from December 31, 2010). 20 Sedo Holding AG
Accumulated profit/deficit Currency translation adjustment Total shareholders equity Non-controlling interests Total Company s equity -14,743,646-46,910 90,098,160 0 90,098,160 2,590,934 0 2,590,934-45,796 2,545,138 0 196,877 196,877-639 196,238 2,590,934 196,877 2,787,811-46,435 2,741,376 0 0 0-29,284-29,284 0 0 179,806 0 179,806-12,152,712 149,967 93,065,777-75,719 92,990,058 23,879,226 147,734 93,251,939-240,390 93,011,549 2,661,997 0 2,661,997 6,270 2,668,267 0 25,205 25,205 2,771 27,976 2,661,997 25,205 2,687,202 9,041 2,696,243 0 0-297,756 0-297,756 26,541,223 172,939 95,641,385-231,349 95,410,036 9-Month Report 2011 21
Notes 1. Information on the Company Management Board Tim Schumacher (Chairman) Axel Hamann (Finance) Alexander Röthinger (Technology) Dr. Dorothea von Wichert-Nick (Marketing and Sales) Supervisory Board Michael Scheeren (Chairman) Ralph Dommermuth Andreas Gauger The Group s parent company, Sedo Holding AG, is a German public limited company ( Aktiengesellschaft ) and was founded on September 6, 1996 as 1&1 Multimedia Service GmbH. Sedo Holding AG, whose registered office is located at Im Mediapark 6, 50670 Cologne, Federal Republic of Germany, is registered at the District Court of Cologne under HR B 70359. The consolidated interim financial statements of Sedo Holding AG are included in the financial statements of the Group s controlling parent company United Internet AG, Elgendorfer Strasse 57, 56410 Montabaur, Federal Republic of Germany. 2. Significant accounting, valuation and consolidation principles This consolidated interim report of Sedo Holding AG, Cologne, for the period January 1 to September 30 2011, complies with International Financial Reporting Standards (IFRS) of the International Accounting Standards Board (IASB) and the respective interpretations of the International Financial Reporting Interpretations Committee (IFRIC), as applicable in the European Union, and pursuant to the commercial law regulations of Sec. 315a (1) German Commercial Code (HGB). In application of IAS 34 Interim Financial Reporting, this consolidated interim report does not contain all information and notes which are required by IFRS for the consolidated financial statements at the end of a fiscal year. The interim financial statements should therefore be read in conjunction with the consolidated IFRS financial statements published by the Company for its fiscal year 2010. Unless differences are explicitly explained, the accounting and valuation principles applied in the reporting of the consolidated interim report correspond to those applied in the last consolidated financial statements for the fiscal year. A detailed explanation of these methods is provided in the notes to the consolidated financial statements as at December 31, 2010. These consolidated interim financial statements as at September 30, 2011 were neither reviewed nor audited according to Sec. 317 HGB. Within the context of the preparation of consolidated accounts for an interim report in accordance with IAS 34 the Management Board must make assessments and estimates as well as make general assumptions which influence the application of accounting principles in the group and have an influence on the statement of the assets and liabilities as well as the earnings and expenditures. The actual amounts can differ from these estimates. Mandatory new accounting standards From the first application of the adjusted standards which resulted from the Annual Improvement Project 2010 as well as from IAS 24 Related Party Disclosures, IAS 32 Details on stationary enterprises and persons too close to relations, IAS 32 Financial instruments: Presentation (February 10, 2010) IFRIC 14 IAS 19 - The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction and IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments (July 1, 2010), there were no significant changes to the accounting and evaluation in the consolidated financial statements. 22 Sedo Holding AG
Consolidated group In addition to Sedo Holding AG, the consolidated interim financial statements comprise all subsidiaries over which Sedo Holding AG has the possibility of direct or indirect control (control relationship). Consolidation begins from the moment at which it is possible to control the companies. Associated companies are included in the consolidation according to the equity method from the moment a significant influence can be exerted. The following table shows how many companies are included in the consolidated group, in addition to Sedo Holding AG as the parent company. Number of fully consolidated companies 30.9.2011 31.12.2010 Domestic 3 3 Foreign 8 8 11 11 Number of associated companies 30.9.2011 31.12.2010 Domestic - - Foreign 2 2 2 2 3. Explanations of statements of comprehensive income 3.1 Cost of sales Cost of sales increased in absolute terms in line with the growth in sales revenues. Relative to sales, the cost ratio rose from 76.3% to 78.1%. Figures in k 9 months 2011 9 months 2010 Q3 2011 Q3 2010 Direct product costs 64,936 57,656 20,583 19,102 Depreciation of inventories 326 570-18 190 Personnel expenditure 4,982 4,538 1,779 1,543 Depreciation and amortization 165 177 63 59 Other costs 1,429 1,100 509 365 71,838 64,041 22,916 21,259 as % of sales 78.1 76.3 78.8 77.9 Quartalsbericht 9-Month Report 2011 23
Notes 3.2 Selling expenses Selling expenses increased in the first nine months of 2011 in comparison to the same period of the previous year by 696k. The increase resulted mainly from the larger number of employees in the sales area. The cost ratio as a proportion of sales was 10.2% (previous year: 10.4%). Figures in k 9 months 2011 9 months 2010 Q3 2011 Q3 2010 Personnel expenditure 6,297 5,875 2,020 2,020 Depreciation and amortization 215 276 68 92 Other costs 2,877 2,542 952 863 9,389 8,693 3,040 2,975 as % of sales 10.2 10.4 10.4 10.9 3.3 General and administrative expenses General and administrative expenses declined by 581k compared to the same period of the previous year. The main reason for this was the one-off income arising from the retirement of lapsed SARs as a result of the employees concerned leaving the Sedo Holding Group in the 2nd Quarter 2011. The cost ratio as a proportion of sales was 6.4% (previous year: 7.7%). Figures in k 9 months 2011 9 months 2010 Q3 2011 Q3 2010 Personnel expenditure 2,786 3,229 973 1,094 Depreciation and amortization 279 315 91 99 Other costs 2,857 2,959 910 768 5,922 6,503 1,974 1,961 as % of sales 6.4 7.7 6.8 7.2 3.4 Other operating expenses Figures in k 9 months 2011 9 months 2010 Q3 2011 Q3 2010 Currency losses 3,886 2,839 1,584 898 Accounts receivable losses and new allowances for trade receivables 209 209 15-44 Other costs 338 278 276 85 4,433 3,326 1,875 939 24 Sedo Holding AG
3.5 Other operating income Figures in k 9 months 2011 9 months 2010 Q3 2011 Q3 2010 Currency gains 3,659 2,636 1,669 1,040 Reversal of allowances for trade receivables 219 242 99 20 Others 247 286 1-61 4,125 3,164 1,769 999 3.6 Amortization of capitalized intangible assets resulting from business combinations Amortization of individual assets was as follows: Figures in k 9 months 2011 9 months 2010 Q3 2011 Q3 2010 Customer base 83 650 28 180 Internet platform - 94 - - Software - 80-2 Trademarks 9 41-14 92 865 28 196 3.7 Interest result Interest expenditure of 69k (previous year: 177k) were accounted for almost exclusively by interest for payments of tax arrears resulting from a tax audit. The previous year s figure contained commitment fees for the existing credit line which was reduced at the end of January 2011 at the request of the Company. The interest income of 405k (previous year: 364k) mainly comprises deferred interest receivable from the vendor loan to Hi-media S.A. amounting to 290k, interest income from tax refunds as well as the investment of surplus liquidity. 3.8 Income taxes In the first nine months of 2011, income taxes amounted to 2,144k (previous year: 2,354k). The tax rate was thus 44.6% (previous year: 60.4%). The high tax rate is essentially due to the fact that no deferred tax assets were formed on the basis of losses of individual subsidiaries. 9-Month Report 2011 25
Notes 3.9 Result from discontinued operations In the first nine months of 2011 there were no effects on the result from discontinued operations, whereas in the same period of the previous year the result from discontinued operations was 1,000k. 4. Explanations of balance sheet items The following explanations are only given for major items and for those which display material changes in the amounts or contents presented as compared with the annual financial statements 2010. 4.1 Cash and cash equivalents Cash and cash equivalents comprise mainly bank balances and cash in hand and the figure has increased from 6,316k as of December 31, 2010 to 19,447k as of September 30, 2011. The main reason for the increase is the scheduled repayment of the vendor loan of 12,195k granted to Hi-media S.A in the second quarter of 2011. 4.2 Trade accounts receivable / payable As of September 30, 2011, trade accounts receivable declined by 1,751k to 12,820k, while trade accounts payable declined by 1,080k and amounted to 16,808k as of September 30, 2011. 4.3 Other financial assets (current) The current other financial assets declined by 11,567k to 2,754k. The decline resulted from the afore-mentioned repayment of the vendor loan. As of the balance sheet date, this item consisted essentially of claims against tax authorities. 4.4 Property, plant and equipment, and intangible assets The decline in net book values of intangible assets and property, plant and equipment during the period under review is due to scheduled depreciation and amortization. The investments in intangible assets and property, plant and equipment amounted to 764k (previous year: 411k). In this connection, in the third quarter alone 296k was accounted for by investments in intangible assets within the scope of an extensive IT project. 4.5 Goodwill As of September 30, 2011, goodwill amounted to 75,649k. Thereby, there were only minor changes as a result of changes in exchange rates in comparison to December 31, 2010. 26 Sedo Holding AG
4.6 Additional paid-in capital The reduction in additional paid-in capital as of September 30, 2011, amounting to 298k (previous year: increase of 180k) resulted from the booking of personnel expenditure relating to the Company s employee stock ownership plans. For further information please refer to the following chapter. 4.7 Employee stock ownership programs The current employee stock ownership plan employs virtual stock options (so-called Stock Appreciation Rights - SARs) based on a resolution adopted by the Management Board on August 1, 2007. SARs refer to the commitment of Sedo Holding AG (or a subsidiary) to pay the beneficiary a cash amount equivalent to the difference between the issue price on the date of granting the option and the median closing price of the Company s share in electronic trading (Xetra) of the Frankfurt Stock Exchange on the last 10 trading days before exercising the option. A SAR corresponds to a virtual subscription right for one share of Sedo Holding AG, however, it is not a share right and thus not a (genuine) option to acquire shares of Sedo Holding Media AG. In the first nine months of 2011 no virtual share options were issued. The total expenditure incurred for employee stock ownership plans in the period under review amounts to -298k (previous year: 180k). The retirement of lapsed SARs as a result of the employees concerned leaving the Sedo Holding Group in the first nine months of 2011 led to an income and thus to a reduction of the additional paid-in capital. In the first nine months of 2011, in addition, the due convertible bonds from the employee stock ownership plan model in accordance with resolution of the Annual General Meeting of May 17, 2004, were repaid ( 1k). As a result no convertible bonds are still outstanding. 5. Segment reporting Segment reporting was prepared in accordance with IFRS 8 Business Segments. The Management Board of Sedo Holding AG controls and organizes the Company according to both geographical and activity-based aspects. In its internal reporting structure, however, the dominant aspect is its organization and control according to the Company s various fields of activity and their differences with regard to the products and services offered. Internal reporting does not correspond in all cases with the legal structure and is based on the Company s business segments. The Group consists of a management holding (Sedo Holding AG) and the following two business segments defined according to their product and service portfolios: Affiliate Marketing with the brand affilinet Domain Marketing with the brands Sedo and GreatDomains The reconciliation column contains, in addition to the result of the corporate area (essentially Sedo Holding AG), the effects of consolidation bookings as well as expenditures from the employee stock option plan. The Management Board mainly controls operations on the basis of key earnings figures and an assessment of total costs. The Management Board uses an internal earnings ratio for the segment s contribution to consolidated earnings, the socalled contribution figure, in order to control the various segments. Contribution is an indicator similar to EBIT, adjusted for internal cost allocation and financing effects, and including the results of associated companies, which reflects the operating strength of the respective segments. Contribution as a proportion of sales provides the contribution margin. 9-Month Report 2011 27
Notes 9 months 2011 Figures in k Affiliate Marketing Domain Marketing Total segments Reconciliation Total 1 Revenue with third parties 62,507 29,375 91,882 92 91,974 Inter-segment revenue 4 46 50-50 - Total revenue 62,511 29,421 91,932 42 91,974 Contribution 1,388 3,866 5,254-778 4,476 Depreciation and amortization 228 344 572 179 751 of which PPA amortization - 92 92-92 Adjustments in inventories - 326 326-326 Compensation expenses from employee stock option plans - - - -298-298 Segment assets (as of 30.9.) 28,796 73,776 102,572 16,472 119,044 thereof Goodwill 18,571 57,078 75,649-75,649 Employees (as of 30.9.) 167 162 329 13 342 9 months 2010 Figures in k Affiliate Marketing Domain Marketing Total segments Reconciliation Total 1 Revenue with third parties 51,834 32,006 83,840 92 83,932 Inter-segment revenue 3 30 33-33 - Total revenue 51,837 32,036 83,873 59 83,932 Contribution 921 4,678 5,599-1,886 3,713 Depreciation and amortization 660 491 1,151 482 1,633 of which PPA amortization 414 175 589 276 865 Adjustments in inventories - 570 570-570 Compensation expenses from employee stock option plans - - - 180 180 Segment assets (as of 30.9.) 29,819 78,277 108,096 13,458 121,644 thereof Goodwill 18,571 57,288 75,859-75,859 Segment assets (as of 31.12.) 32,455 77,558 110,013 9,541 119,554 thereof Goodwill 18,571 57,079 75,650-75,650 Employees (as of 30.9.) 157 163 320 15 335 1) The figures of the statements of comprehensive income and cash flow refer to continued operations. 28 Sedo Holding AG
The following table presents a reconciliation of segment figures to those of the Group. Figures in k 9 months 2011 9 months 2010 Segment contribution 5,254 5,599 Corporate contribution -1.058-1.414 Compensation expenses from employee stock option plans 298-180 PPA amortization - -276 Elimination from consolidation entries -18-16 Group contribution 4.476 3.713 Interest and similar expenses -69-177 Interest and similar income 405 364 Result before taxes 4,812 3,900 Income taxes -2,144-2,355 Result from discontinued operations - 1,000 Net income 2,668 2,545 6. Transactions with related parties All transactions with related companies and persons during the period under review are presented below. The following groups of persons and companies are defined by IAS 24 Related Party Disclosures as related : Members of the Management Board and Supervisory Board United Internet AG, as the majority shareholder of Sedo Holding AG and its subsidiaries Associated companies of United Internet AG and Sedo Holding AG Members of the Management Board and Supervisory Board With the exception of current remuneration and the consultancy contract described below, there were no other legal transactions with members of the Management Board and Supervisory Board during the period under review. On December 15, 2010, affilinet GmbH concluded a consultancy contract with Mr Scheeren. Mr Scheeren supports affilinet GmbH in the practical application of the results produced by a completed strategy consulting project and their implementation in operative business activities. Excluded from this are such activities which fall into the area of responsibility of Mr Scheeren as a Supervisory Board member of Sedo Holding AG, In the first nine months of 2011 consultancy services amounting to 60k were rendered. Following its successful conclusion, the consultancy contract was terminated as of July 31, 2011. On August 19, 2011, Sedo GmbH concluded a consultancy contract with Mr Gauger. Under the terms of the contract, Mr Gauger supports Sedo GmbH in the practical realization and implementation in the operative business operations of the results of a completed strategy consultancy project. Such activities which fall within the area of responsibility of Mr Gauger as a member of the Supervisory Board of Sedo Holding AG are excluded from this. In the first nine months of 2011 consultancy services amounting to 15k were provided. 9-Month Report 2011 29
Notes United Internet AG and its subsidiaries The operating business relations with United Internet AG described in the Annual Report 2010 largely continued in the period under review, The volume of services in the reporting period can be seen from the following table: Object of business transaction Figures in k 9 months 2011 9 months 2010 Acquired inventories (domains) 48 185 Rent paid - 25 Other services received 579 675 Fees for parked domains and other cost of sales 213 165 Sales revenue and other income 1,510 3,069 Interest income 29 - Other services received include, in particular, the following items: Registration fees for domains, SAP services, Server services and Personnel placement. The interest income resulted from the investment of surplus cash at United Internet AG. Associated companies This item comprises DomainBots S.r.l., as well as its 100% US American subsidiary company. Other services received from DomainBots S.r.l. in the first nine months of 2011 amounted to 126k (previous year: 102k). The Management Board confirms that all the related-party transactions described above were provided to the Group as they would have been by external third parties. 7. Other financial commitments and contingencies The other financial commitments and contingencies as of September 30, 2011 consisting of contractual purchase commitments and rent obligations, declined by about 30% compared to December 31, 2010. There were no significant changes to contingencies compared to December 31, 2010. Essentially, legal disputes are still pending, above all, in French and German legal proceedings. The object of these proceedings is the liability of the company for compensation in several cases on grounds of trademark infringements as well as unfair competition, after customers of the company had offered or parked domains which infringed the law in its marketplace. For possible obligations arising from these legal disputes, a provision for litigation risks was formed. 30 Sedo Holding AG
8. Subsequent events There were no events subsequent to the reporting period which may have resulted in a significantly different representation of Sedo Holding AG s business situation. Cologne, November 9, 2011 The Management Board Axel Hamann, Alexander Röthinger, Tim Schumacher, Dr. Dorothea von Wichert-Nick 9-Month Report 2011 31
Notes Quarterly Development Statement of Comprehensive Income acc. to IFRS Quarterly Development in Q1 2011 Q2 2011 Q3 2011 Q3 2010 Sales 32,963,446 29,914,023 29,096,220 27,292,368 Cost of sales -25,552,248-23,370,562-22,915,943-21,258,909 Margin in % of sales 22.5% 21.9% 21.2% 22.1% Gross profit 7,411,198 6,543,461 6,180,277 6,033,459 Selling expenses -3,224,720-3,125,202-3,039,375-2,975,525 General and administrative expenses -2,206,191-1,742,469-1,973,665-1,960,624 Other operating expenses -1,145,957-1,412,084-1,874,665-939,422 Other operating income 968,883 1,387,576 1,768,486 998,455 Amortization of capitalized assets in the scope of acquisitions -41,667-22,472-27,578-196,504 Operating result 1,761,546 1,628,810 1,033,480 959,839 Interest and similar expenses -46,273-2,234-20,346-21,986 Interest and similar income 196,878 138,076 70,281 128,057 Result from associated companies 20,382 12,433 19,339 15,854 Pre-tax result from continued operations 1,932,533 1,777,085 1,102,754 1,081,764 Income taxes -981,460-790,785-371,860-648,665 Result from continued operations 951,073 986,300 730,894 433,099 Result from discontinued operations 0 0 0 149,225 Net income 951,073 986,300 730,894 582,324 Other comprehensive income Earnings/losses from currency translations after taxes 20,236 21,981-14,241-182,929 Other comprehensive income after taxes 20,236 21,981-14,241-182,929 Total comprehensive income after taxes 971,309 1,008,281 716,653 399,395 32 Sedo Holding AG
in Q1 2011 Q2 2011 Q3 2011 Q3 2010 Net income attributable to: Shareholders of Sedo Holding AG 922,743 1,006,825 732,429 607,214 Non-controlling interests 28,330-20,525-1,535-24,890 Total comprehensive income attributable to: Shareholders of Sedo Holding AG 929,732 1,024,134 733,336 418,102 Non-controlling interests 41,577-15,853-16,683-18,707 Earnings per share basic ( /share), from net income attributable to the holders of registered ordinary shares of the Company 0.03 0.03 0.02 0.02 diluted ( /share), from net income attributable to the holders of registered ordinary shares of the Company 0.03 0.03 0.02 0.02 Earnings per share from continued operations basic ( /share), from result of continued operations attributable to the holders of registered ordinary shares of the Company 0.03 0.03 0.02 0.01 diluted ( /share), from result of continued operations attributable to the holders of registered ordinary shares of the Company 0.03 0.03 0.02 0.01 Earnings per share from discontinued operations basic ( /share), from results of discontinued operations attributable to the holders of registered ordinary shares of the Company 0.00 0.00 0.00 0.00 diluted ( /share), from result of discontinued operations attributable to the holders of registered ordinary shares of the Company 0.00 0.00 0.00 0.00 Weighted average number of shares outstanding 30,455,890 30,455,890 30,455,890 30,455,890 Weighted average number of shares outstanding (diluted) 30,455,890 30,455,890 30,455,890 30,455,890 9-Month Report 2011 33
34 Sedo Holding AG
9-Month Report 2011 35