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Exhibit 99.2
Meetic
Unaudited Interim Condensed Consolidated Financial Statements as of June 30, 2011
(with comparative balances as of December 31, 2010) and
for the six months ended June 30, 2011 and 2010
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Contents
| | Page |
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Unaudited Interim Condensed Consolidated statements of income | | B-4 |
Unaudited Interim Condensed Consolidated statements of comprehensive income | | B-5 |
Unaudited Interim Condensed Consolidated statements of financial position | | B-6 |
Unaudited Interim Condensed Consolidated statements of changes in equity | | B-7 |
Unaudited Interim Condensed Consolidated statements of cash flows | | B-8 |
Notes to the Unaudited Interim Condensed consolidated financial statements | | B-9 |
EXPLANATORY NOTE
The Unaudited Interim Condensed Financial Statements included in this Exhibit 99.2 are an English language translation of the Unaudited Interim Condensed Consolidated Financial Statements of Meetic as of June 30, 2011 (with comparative balances as of December 31, 2010) and for the six months ended June 30, 2011 (including comparative financial information for the six months ended June 30, 2010) that have been previously filed by Meetic with the French Stock Exchange Regulator (AMF). These Unaudited Interim Condensed Consolidated Financial Statements: (i) were prepared in the French language, comply with regulatory requirements applicable in France, were approved by the Board of Directors of Meetic on July 25, 2011 and were previously published in France, (ii) do not comply with the requirements of Article 10 of Regulation S-X of the Securities Act of 1933, as amended, because such statements are not subject to these requirements and (iii) have been included as an exhibit to this Current Report on Form 8-K/A to comply with Item 8.A.5 of Form 20-F, which requires that previously published interim financial information be reported in this Current Report on Form 8-K/A.
B-2
Condensed Consolidated Financial Statements
As of 30 June 2011
B-3
Consolidated Unaudited Interim Condensed statements of income as of 30 June 2011
| | | | | | | | | | |
(In thousands of euros) | | Note | | 30.06.2011 | | 30.06.2010* | |
---|
Revenue | | | | | | 92 427 | | | 91 440 | |
Other revenue | | | 4 | | | 1 633 | | | 45 | |
Purchase and external costs | | | | | | (69 534 | ) | | (68 655 | ) |
Taxes, duties and similar payment | | | | | | (382 | ) | | (333 | ) |
Employee costs | | | | | | (13 919 | ) | | (14 277 | ) |
Other expenses | | | | | | (22 | ) | | (94 | ) |
Operating Income (-loss) before depreciation and amortization | | | | | | 10 202 | | | 8 126 | |
| | | | | | | | |
Depreciation and amortization | | | | | | (1 740 | ) | | (2 233 | ) |
Operating Income (-loss) | | | | | | 8 462 | | | 5 893 | |
| | | | | | | | |
Financial Income | | | | | | 884 | | | 942 | |
Financial Charges | | | | | | (885 | ) | | (1 587 | ) |
Financial Income (-loss) | | | | | | (1 | ) | | (645 | ) |
| | | | | | | | |
Pre-tax Income | | | | | | 8 461 | | | 5 248 | |
| | | | | | | | |
Income tax | | | | | | (3 227 | ) | | (3 467 | ) |
Share in the net income of associates | | | 8 | | | 812 | | | 139 | |
| | | | | | | | |
Net Income from Continuing Operations | | | | | | 6 047 | | | 1 920 | |
| | | | | | | | |
Net Income from Discontinued Operations | | | 5 | | | — | | | 2 313 | |
| | | | | | | | |
Net Income (-loss) for the period | | | | | | 6 047 | | | 4 233 | |
| | | | | | | | |
- *
- 2010 figures have been reclassified to present the "CVAE" tax on the line "Income tax" (please refer to Note 2.2)
| | | | | | | | | | | |
Out of which part attributable to: | | | | | | | | | | |
| Owners of the parent of the Group | | | | | | 6 047 | | | 4 233 | |
| Non-controlling interests | | | | | | — | | | — | |
Earnings per share attributable to Owners of the parent of the Group: | | | | | | | | | | |
| Basic earnings per share from continuing operations | | | | | | 0,26 | | | 0,08 | |
| Diluted earnings per share from continuing operations | | | | | | 0,26 | | | 0,08 | |
| Basic earnings per share from discontinued operations | | | | | | — | | | 0,10 | |
| Diluted earnings per share from discontinued operations | | | | | | — | | | 0,10 | |
| Basic earnings per share | | | | | | 0,26 | | | 0,19 | |
| Diluted earnings per share | | | | | | 0,26 | | | 0,18 | |
B-4
Consolidated Unaudited Interim Condensed statements of comprehensive income as of 30 June 2011
| | | | | | | | |
(In thousands of euros) | | 30.06.2011 | | 30.06.2010 | |
---|
Net Income (-loss) for the period | | | 6 047 | | | 4 233 | |
| | | | | |
| of which attributable to the Group | | | 6 047 | | | 4 233 | |
Changes in reserves for currency translation adjustment | | | (7 607 | ) | | 12 886 | |
Portion of currency translation adjustment transferred to income | | | — | | | (841 | ) |
Tax effects | | | — | | | — | |
| | | | | |
Other Comprehensive Income, Net of related tax effects | | | (7 607 | ) | | 12 045 | |
| | | | | |
Total Comprehensive Income | | | (1 560 | ) | | 16 278 | |
| | | | | |
| of which attributable to the Group | | | (1 560 | ) | | 16 278 | |
| | | | | |
B-5
Consolidated Unaudited Interim Condensed statements of financial position as of 30 June 2011
| | | | | | | | | | |
(In thousands of euros) | | Note | | 30.06.2011 | | 31.12.2010 | |
---|
ASSETS | | | | | | | | | | |
Goodwill | | | 7 | | | 193 381 | | | 197 960 | |
Other intangible assets | | | | | | 23 628 | | | 23 945 | |
Property, plant and equipment | | | | | | 3 107 | | | 3 107 | |
Investments in associates | | | 8 | | | 21 712 | | | 22 631 | |
Other non-current assets | | | 9 | | | 2 569 | | | 7 884 | |
Deferred tax assets | | | | | | 0 | | | — | |
Total fixed assets | | | | | | 244 397 | | | 255 527 | |
| | | | | | | | |
Trade receivables and other debtors | | | | | | 8 625 | | | 9 564 | |
Other receivables | | | 10 | | | 12 978 | | | 2 975 | |
Tax asset | | | | | | 1 667 | | | — | |
Prepaid expenses | | | | | | 3 066 | | | 3 502 | |
Cash and cash equivalents | | | 11 | | | 39 241 | | | 40 556 | |
Total current assets | | | | | | 65 578 | | | 56 597 | |
| | | | | | | | |
TOTAL ASSETS | | | | | | 309 974 | | | 312 124 | |
| | | | | | | | |
EQUITY AND LIABILITIES | | | | | | | | | | |
Share capital | | | 12 | | | 2 299 | | | 2 283 | |
Issue, merger, contribution premiums | | | | | | 193 416 | | | 193 430 | |
Reserves and retained earnings | | | | | | 38 243 | | | 20 827 | |
Net income (-loss) for the period | | | | | | 6 047 | | | 24 190 | |
Total shareholders' equity | | | | | | 240 005 | | | 240 730 | |
| | | | | | | | |
Long term borrowings and financial indebtedness | | | 13 | | | 58 | | | 2 139 | |
Deferred tax liabilities | | | | | | 6 581 | | | 6 070 | |
Other non-current liabilities | | | | | | 29 | | | 30 | |
Total non-current liabilities | | | | | | 6 668 | | | 8 239 | |
| | | | | | | | |
Provisions | | | | | | 108 | | | 142 | |
Short term borrowings and financial indebtedness | | | 13 | | | 5 179 | | | 1 762 | |
Trade payables and other creditors | | | | | | 22 397 | | | 19 116 | |
Tax liability | | | | | | 1 879 | | | 5 529 | |
Tax and health insurance/social security liabilities | | | | | | 6 719 | | | 8 782 | |
Other liabilities | | | | | | 423 | | | 954 | |
Pre-paid revenue | | | | | | 26 596 | | | 26 870 | |
Total current liabilities | | | | | | 63 301 | | | 63 155 | |
| | | | | | | | |
Total liabilities | | | | | | 69 969 | | | 71 394 | |
| | | | | | | | |
TOTAL LIABILITIES AND EQUITY | | | | | | 309 974 | | | 312 124 | |
| | | | | | | | |
B-6
Consolidated Unaudited Interim Condensed statements of changes in equity as of 30 June 2011
| | | | | | | | | | | | | | | | | | | | | | |
(In thousands of euros) | | Share capital | | Issue Premium (including costs of IPO charged to issue premium net of taxes) | | Foreign currency translation | | Treasury shares | | Retained earnings | | Equity attributable to the owners of the Parent Company | | Total Equity | |
---|
1 January 2010 | | | 2 270 | | | 197 089 | | | (10 232 | ) | | (296 | ) | | 51 521 | | | 240 352 | | | 240 352 | |
| | | | | | | | | | | | | | | |
Net Income | | | — | | | — | | | — | | | — | | | 4 233 | | | 4 233 | | | 4 233 | |
Changes in reserves for currency translation adjustment, net of tax effects | | | — | | | — | | | 12 886 | | | — | | | — | | | 12 886 | | | 12 886 | |
Reclassification of currency translation adjustment to income, net of tax effects | | | — | | | — | | | (841 | ) | | — | | | — | | | (841 | ) | | (841 | ) |
Other Comprehensive Income | | | — | | | — | | | 12 045 | | | — | | | — | | | 12 045 | | | 12 045 | |
Comprehensive Income | | | — | | | — | | | 12 045 | | | — | | | 4 233 | | | 16 278 | | | 16 278 | |
| | | | | | | | | | | | | | | |
Capital increase | | | 10 | | | (10 | ) | | — | | | — | | | 5 | | | 5 | | | 5 | |
Dividends | | | — | | | (3 649 | ) | | — | | | — | | | (30 559 | ) | | (34 208 | ) | | (34 208 | ) |
Share based payments | | | — | | | — | | | — | | | — | | | 1 130 | | | 1 130 | | | 1 130 | |
Treasury shares | | | — | | | — | | | — | | | 208 | | | — | | | 208 | | | 208 | |
Transactions with owners | | | 10 | | | (3 659 | ) | | — | | | 208 | | | (29 424 | ) | | (32 865 | ) | | (32 865 | ) |
| | | | | | | | | | | | | | | |
30 June 2010 | | | 2 280 | | | 193 430 | | | 1 813 | | | (88 | ) | | 26 330 | | | 223 765 | | | 223 765 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
(In thousands of euros) | | Share capital | | Issue Premium (including costs of IPO charged to issue premium net of taxes) | | Foreign currency translation | | Treasury shares | | Retained earnings | | Equity attributable to the owners of the Parent Company | | Total Equity | |
---|
1 January 2011 | | | 2 283 | | | 193 430 | | | (2 623 | ) | | (219 | ) | | 47 859 | | | 240 730 | | | 240 730 | |
| | | | | | | | | | | | | | | |
Net Income | | | — | | | — | | | — | | | — | | | 6 047 | | | 6 047 | | | 6 047 | |
Changes in reserves for currency translation adjustment, net of tax effects | | | — | | | — | | | (7 607 | ) | | — | | | — | | | (7 607 | ) | | (7 607 | ) |
Reclassification of currency translation adjustment to income, net of tax effects | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Other Comprehensive Income | | | — | | | — | | | (7 607 | ) | | — | | | — | | | (7 607 | ) | | (7 607 | ) |
Comprehensive Income | | | — | | | — | | | (7 607 | ) | | — | | | 6 047 | | | (1 560 | ) | | (1 560 | ) |
| | | | | | | | | | | | | | | |
Capital increase | | | 16 | | | (14 | ) | | — | | | — | | | — | | | 2 | | | 2 | |
Dividends | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Share based payments | | | — | | | — | | | — | | | — | | | 2 077 | | | 2 077 | | | 2 077 | |
Treasury shares | | | — | | | — | | | — | | | (1 200 | ) | | — | | | (1 200 | ) | | (1 200 | ) |
Other | | | — | | | | | | — | | | — | | | (44 | ) | | (44 | ) | | (44 | ) |
Transactions with owners | | | 16 | | | (14 | ) | | — | | | (1 200 | ) | | 2 033 | | | 835 | | | 835 | |
| | | | | | | | | | | | | | | |
30 June 2011 | | | 2 299 | | | 193 416 | | | (10 230 | ) | | (1 419 | ) | | 55 939 | | | 240 005 | | | 240 005 | |
| | | | | | | | | | | | | | | |
B-7
Consolidated Unaudited Interim Condensed statements of cash flows as of 30 June 2011
| | | | | | | |
(In thousands of euros) | | 30.06.2011 | | 30.06.2010 | |
---|
Net income for the period | | | 6 047 | | | 4 233 | |
Including Net Income from Discontinued Operations | | | — | | | 2 313 | |
Including Net Income from Continuing Operations | | | 6 047 | | | 1 920 | |
Adjustments: | | | | | | | |
Depreciation and amortization | | | 1 740 | | | 2 233 | |
Share-based payments | | | 2 077 | | | 1 328 | |
Share of the profit or loss of associates | | | (812 | ) | | (139 | ) |
Operating Cash Flow from Continuing Operations after Finance Costs and Income Tax | | | 9 052 | | | 5 342 | |
| | | | | |
Finance Costs | | | 1 | | | 645 | |
Income Tax | | | 3 227 | | | 3 467 | |
NET OPERATING CASH GENERATED BY CONTINUING OPERATIONS BEFORE IMPACTS OF FINANCIAL EXPENSES AND INCOME TAXES | | | 12 280 | | | 9 454 | |
| | | | | |
Income tax paid | | | (6 358 | ) | | (1 850 | ) |
Change in operating working capital related to continuing operations | | | 2 368 | | | 2 585 | |
Other change on working capital | | | (5 368 | ) | | (1 939 | ) |
NET OPERATING CASH GENERATED BY CONTINUING OPERATIONS | | | 2 922 | | | 8 250 | �� |
| | | | | |
Net operating cash generated by (used in) discontinued operations | | | — | | | 301 | |
| | | | | |
I—NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | | | 2 922 | | | 8 551 | |
| | | | | |
Capital expenditures | | | (924 | ) | | (286 | ) |
Acquisition of intangible assets | | | (1 307 | ) | | (1 437 | ) |
Investment in subsidiaries, net of cash | | | — | | | — | |
Other investments in financial assets | | | — | | | — | |
Changes in cash deposits | | | — | | | — | |
Disposals of assets | | | — | | | — | |
Disposals of subsidiaries, net of cash | | | — | | | 2 886 | |
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES FROM CONTINUING OPERATIONS | | | (2 231 | ) | | 1 163 | |
| | | | | |
Net cash provided by (used in) investing activities from discontinued operations | | | — | | | — | |
| | | | | |
II—NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | | | (2 231 | ) | | 1 163 | |
| | | | | |
Capital increase | | | — | | | 5 | |
Treasury shares | | | (1 200 | ) | | (208 | ) |
Dividends | | | — | | | (34 208 | ) |
New borrowings | | | — | | | — | |
Repayment of borrowings (including finace leases) | | | — | | | — | |
Finance costs paid | | | (3 | ) | | — | |
Financial income from cash equivalents | | | 218 | | | 380 | |
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES FROM CONTINUING OPERATIONS | | | (985 | ) | | (34 031 | ) |
| | | | | |
Net cash provided by (used in) financing activities from discontinued operations | | | — | | | (1 566 | ) |
| | | | | |
III—NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | | | (985 | ) | | (35 597 | ) |
| | | | | |
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (I) + (II) + (III) | | | (294 | ) | | (25 883 | ) |
Effect of foreign currency translation | | | (1 021 | ) | | 1 554 | |
Cash and cash equivalents at beginning of year (including discontinued operations) | | | 40 556 | | | 46 121 | |
Increase / (decrease) of cash and cash equivalents from continuing operations | | | (1 315 | ) | | (23 064 | ) |
Increase / (decrease) of cash and cash equivalents from discontinued operations | | | — | | | (1 265 | ) |
| | | | | |
CASH AND CASH EQUIVALENTS AT END OF THE YEAR | | | 39 241 | | | 21 792 | |
| | | | | |
From continuing operations | | | 39 241 | | | 21 792 | |
From discontinued operations | | | — | | | — | |
- *
- 2010 figures have been reclassified to present the "CVAE" tax on the line "Income tax" (please refer to Note 2.2)
B-8
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 JUNE 2011
| | | | |
NOTE 1. | | MAJOR EVENTS DURING THE PERIOD | | B-10 |
NOTE 2. | | ACCOUNTING PRINCIPLES | | B-11 |
NOTE 3. | | SEGMENT INFORMATION | | B-12 |
NOTE 4. | | OTHER REVENUE | | B-12 |
NOTE 5. | | NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS | | B-13 |
NOTE 6. | | NET INCOME (LOSS) PER SHARE | | B-14 |
NOTE 7. | | GOODWILL | | B-14 |
NOTE 8. | | INVESTMENTS IN ASSOCIATES | | B-14 |
NOTE 9. | | OTHER NON-CURRENT ASSETS | | B-15 |
NOTE 10. | | OTHER RECEIVABLES | | B-16 |
NOTE 11. | | CASH AND CASH EQUIVALENTS | | B-16 |
NOTE 12. | | SHAREHOLDERS' EQUITY | | B-16 |
NOTE 13. | | BORROWINGS AND FINANCIAL INDEBTEDNESS | | B-17 |
NOTE 14. | | RELATED PARTIES | | B-17 |
NOTE 15. | | SUBSEQUENT EVENTS | | B-18 |
B-9
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 JUNE 2011
Meetic S.A. (hereinafter called the "Company" or the "Group") is a French corporation ("société anonyme") subject to all laws and regulations applicable to business companies in France and, in particular, the French Code of Commerce. Its registered office is located at 66 route de la Reine 92100 Boulogne-Billancourt (France).
The Group markets two highly complementary economic models on the dating market, one based on internet use, the other on mobile phones.
The consolidated financial statements present the accounting situation of Meetic S.A. and its subsidiaries, together with its interests in associates. They are expressed in Euros, rounded to the nearest thousand.
Note 1. MAJOR EVENTS DURING THE PERIOD
Match.com's tender offer for Meetic
On 22 June 2011, Match.com Europe Limited filed with the AMF a cash tender offer for Meetic. Pursuant to this offer, Match.com Europe Limited commits itself to offer to the holders of shares issued by Meetic to purchase any and all of the shares of the Company that are traded on Eurolist (Compartiment B) of NYSE Euronext ("NYSE Euronext") at a price of 15 euros per share.
Match.com Europe Limited reserves the right to substitute its affiliate Match.com Pegasus Limited for itself to acquire the Company Shares tendered to the offer. The Match.com group currently owns, through Match.com Pegasus Limited, 6,094,334 Company Shares, representing 26.51% of the Company Shares of Meetic as of 22 June 2011. As mentioned above, on 29 May 2011, Mr. Marc Simoncini entered into the Tender Commitment with Match.com Pegasus Limited, whereby he agreed to tender in the offer 3,667,773 Company Shares, which represent 15.95% of the total number of shares outstanding.
During its meeting on 22 June 2011, the Meetic's Board of Directors took note of the terms and conditions of the offer, of Match.com's intentions, of the valuation information included in the Match's offer document and in the independent expert report. After having debated, the Board of Directors considered the planned operation as a friendly takeover, which is in the best interest of the Company, the employees and the shareholders who are seeking a prompt liquidity; the Board of Directors issued a substantiated recommendation regarding the terms and conditions of this offer and the attractive value to all shareholders of the Company who are seeking liquidity for their shares.
On 6 July 2011, the AMF cleared the offer after it has verified its compliance with the applicable legal and regulatory provisions and published such clearance on its internet website. The offer document (visa n°11-290, 5 July 2011) and the Meetic's reply document (visa n°11-291, 5 July 2011) have been made available to the public.
As a consequence, the offer is opened from 8 July 2011 until 11 August 2011 included.
A new subsidiary created in Sweden
The Group set up a company named Match.com Nordic AB located in Sweden, in order to carry the activity of the Group in Sweden, Finland, Norway and Denmark. This company is operating beginning as of 1st January 2011.
B-10
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 JUNE 2011 (Continued)
Note 2. ACCOUNTING PRINCIPLES
2.1. Statement of Compliance and Basis of preparation of Financial Statements
The Group's condensed financial statements as of 30 June 2011 have been prepared in accordance with IAS 34,Interim Financial Reporting. With respect to the condensed financial statements, they do not include all information required by the IFRS and should be read in conjunction with the Group's annual consolidated financial statements for the year ended 31 December 2010.
The accounting principles used in preparing these condensed financial statements comply with IFRS standards and interpretations as adopted by the European Union as of 30 June 2011 and available on the website http://ec.europa.eu/internal_market/accounting/ias/index_fr.htm. These standards and interpretations, as applied to Meetic's financial statements, do not differ from the standards published by the International Accounting Standards Board (IASB).
The accounting principles used are consistent with those used in preparing the annual consolidated financial statements for the year ended 31 December 2010, set forth in Note 2 to the Consolidated Financial Statements in the 2010 Annual Report.
The new standards, amendments, and interpretations published by the IASB (International Accounting Standards Board), approved by the European Union and required to be applied as of 30 June 2011 did not have a material impact on the Consolidated Financial Statements as of 30 June 2011.
With respect to new standards, amendments, and interpretations published by the IASB and approved by the European Union as of 30 June 2011 which are required to be applied after 30 June 2011, as well as proposals published by the IASB, but not yet approved by the European Union on 30 June 2011, the Group has decided not to apply them on an anticipated basis. Meetic is currently assessing the potential impact of the application of these amendments on its financial statements.
2.2. Change in accounting principles
The Budget Law ("Loi de finances") for 2010, approved on 30 December 2009, eliminated the application of the professional tax ("taxe professionnelle") to companies domiciled in France for tax purposes from and after 2010 and replaced it with the "Contribution Economique Territoriale" ("CET"), or Territorial Economic Contribution, which includes two new assessments:
- •
- The "Cotisation Foncière des Entreprises" ("CFE") (Company Real Property Assessment) based on real property rental values used to assess the professional tax;
- •
- The "Cotisation sur la Valeur Ajoutée" ("CVAE"), or Assessment on Added Value, based on the added value shown by statutory accounts.
The Group concluded that the "CVAE" is consistent with an income tax as defined by IAS 12, Income taxes. As of 31 December 2010, the CVAE expense for an amount of €679 thousand is classified under the line item "Income tax" of the income statement. This classification differs from the presentation used by the Group in the past, when the "CVAE" was recognized as an operating expense.
The 30 June 2010 figures have been reclassified to present the "CVAE" tax on the line "Income tax" for an amount of €265 thousand.
B-11
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 JUNE 2011 (Continued)
Note 3. SEGMENT INFORMATION
In accordance with IFRS 8—Operating Segments, the Group has identified three operating segments:
- •
- Internet
- •
- Mobile
- •
- Advertising
The segment results consist of information directly attributable to the segment. The unassigned items consist of all structural expenses or charges.
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | 30.06.2011 | | 30.06.2010* | |
---|
(In thousands of euros) | | Internet | | Mobile | | Advertising | | Total | | Internet | | Mobile | | Advertising | | Total | |
---|
Revenue | | | 89 916 | | | 1 721 | | | 790 | | | 92 427 | | | 88 574 | | | 1 959 | | | 907 | | | 91 440 | |
Marketing expenses | | | (58 261 | ) | | — | | | — | | | (58 261 | ) | | (55 666 | ) | | (22 | ) | | — | | | (55 688 | ) |
Gross Margin | | | 31 654 | | | 1 721 | | | 790 | | | 34 165 | | | 32 908 | | | 1 937 | | | 907 | | | 35 752 | |
| | | | | | | | | | | | | | | | | |
Employee related costs | | | | | | | | | | | | (13 919 | ) | | | | | | | | | | | (14 277 | ) |
Other operating income and expenses | | | | | | | | | | | | (10 044 | ) | | | | | | | | | | | (13 349 | ) |
Operating Income (-loss) before depreciation and amortization | | | | | | | | | | | | 10 202 | | | | | | | | | | | | 8 126 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Reserves for depreciation and amortization | | | | | | | | | | | | (1 740 | ) | | | | | | | | | | | (2 233 | ) |
Operating Income | | | | | | | | | | | | 8 462 | | | | | | | | | | | | 5 893 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Financial Income | | | | | | | | | | | | (1 | ) | | | | | | | | | | | (645 | ) |
Pre-tax Income | | | | | | | | | | | | 8 462 | | | | | | | | | | | | 5 248 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Income tax | | | | | | | | | | | | (3 227 | ) | | | | | | | | | | | (3 467 | ) |
Share in profit or loss of associates | | | | | | | | | | | | 812 | | | | | | | | | | | | 139 | |
Net Income from Continuing Operations | | | | | | | | | | | | 6 047 | | | | | | | | | | | | 1 920 | |
Net Income from Discontinued Operations | | | | | | | | | | | | — | | | | | | | | | | | | 2 313 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Net Income | | | | | | | | | | | | 6 047 | | | | | | | | | | | | 4 233 | |
| | | | | | | | | | | | | | | | | | | | | | | |
- *
- 2010 figures have been reclassified to present the "CVAE" tax on the line "Income tax" (please refer to Note 2.2)
Note 4. OTHER REVENUE
| | | | | | | |
(In thousands of euros) | | 30.06.2011 | | 30.06.2010 | |
---|
VAT reimbursement(1) | | | 1 460 | | | — | |
Other | | | 173 | | | 45 | |
| | | | | |
Other revenue | | | 1 633 | | | 45 | |
| | | | | |
According to the acquisition of Match.com International Limited in June 2009, parties agreed that a credit tax asset stays owned by the vendor of MIL, Match.com Pegasus Limited for the period prior to the
B-12
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 JUNE 2011 (Continued)
Note 4. OTHER REVENUE (Continued)
acquisition. As of 30 June 2011, the tax credit is presented as current assets for an amount of €10.8 million (please refer to Note 10). Meetic records a liability against Match.com Pegasus Limited as of 30 June 2011of €5.2 million, included in the "Short term borrowings and financial indebtedness" (please refer to Note 13).
According to the part of the tax credit which belongs to Meetic (for the period after the acquisition of MIL on 5 June 2009), the surplus of repayment to be received from the tax authorities is recognized as an income, included in the "Other revenue" for an amount of €1.5 million.
Note 5. NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS
ParPerfeito disposal and formation of a joint venture with Match.com in Latin America
On 10 March 2010, Meetic and Match.com, a subsidiary of IAC, finalized a strategic business alliance involving the formation of a joint company in Latin America, called Match.com Global Investments SARL. As the agreement provides, Meetic and Match.com each contributed to the new joint company their respective businesses in South America: the Brazilian company, ParPerfeito owned by Meetic and the business and operations of Match.com in the other countries of Latin America. Under this agreement, Meetic will own 10% of shares and voting rights of Match.com Global Investments SARL, representing 50% of the economic interests of the new company, the operations of which will be controlled by Match.com.
In accordance with the information set forth in Note 4 to the Consolidated Financial Statements in the 2009 Annual Report, Meetic stopped exercising control over ParPerfeito as from 10 March 2010. The impact of the discontinued operation is presented in the separate line in the consolidated income statement, "Net Income from Discontinued Operations". The net income from the sale of ParPerfeito's operations as of 30 June 2010 was €2.3 million.
B-13
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 JUNE 2011 (Continued)
Note 6. NET INCOME (LOSS) PER SHARE
| | | | | | | |
(In thousands of euros) | | 30.06.2011 | | 30.06.2010 | |
---|
Net income from Continuing Operations (Group share) | | | 6 047 | | | 1 920 | |
Net income from Discontinued Operations | | | — | | | 2 313 | |
Net income (Group share) | | | 6 047 | | | 4 233 | |
| | | | | |
Basic number of shares outstanding | | | 22 989 848 | | | 22 805 260 | |
Effect of dilutive* securities | | | 539 744 | | | 380 854 | |
Total potential dilutive shares | | | 23 529 592 | | | 23 186 114 | |
| | | | | |
Basic earnings per share (in euros) | | | | | | | |
Basic earnings per share from continuing operations | | | 0,26 | | | 0,08 | |
Basic earnings per share from discontinued operations | | | — | | | 0,10 | |
Earnings per share | | | 0,26 | | | 0,19 | |
| | | | | |
Diluted earnings per share (in euros) | | | | | | | |
Diluted earnings per share from continuing operations | | | 0,26 | | | 0,08 | |
Diluted earnings per share from discontinued operations | | | — | | | 0,10 | |
Diluted earnings per share | | | 0,26 | | | 0,18 | |
- *
- The only dilutive effect results from the free shares and performance plans.
Note 7. GOODWILL
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Gross value | | Accumulated losses | |
| |
| |
---|
| | Carrying value | |
---|
| |
| | Change in consolidation scope | | Effect of foreign currency | |
| |
| |
| | Losses of the year | | Change in consolidation scope | |
| |
---|
(In thousands of euros) | | 01.01.2011 | | Other | | 30.06.2011 | | 01.01.2011 | | 30.06.2011 | | 31.12.2010 | | 30.06.2011 | |
---|
MIL | | | 129 158 | | | — | | | (3 187 | ) | | — | | | 125 971 | | | — | | | — | | | — | | | — | | | 129 158 | | | 125 971 | |
Meetic (Lexa) | | | 10 794 | | | — | | | — | | | — | | | 10 794 | | | — | | | — | | | — | | | — | | | 10 794 | | | 10 794 | |
Dating Direct | | | 30 066 | | | — | | | (1 392 | ) | | — | | | 28 674 | | | — | | | — | | | — | | | — | | | 30 066 | | | 28 674 | |
FC&Co | | | 3 986 | | | — | | | — | | | — | | | 3 986 | | | — | | | — | | | — | | | — | | | 3 986 | | | 3 986 | |
Neu.de | | | 23 956 | | | — | | | — | | | — | | | 23 956 | | | — | | | — | | | — | | | — | | | 23 956 | | | 23 956 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Goodwill | | | 197 960 | | | — | | | (4 579 | ) | | — | | | 193 381 | | | — | | | — | | | — | | | — | | | 197 960 | | | 193 381 | |
| | | | | | | | | | | | | | | | | | | | | | | |
No indication of value impairment was identified as of 30 June 2011.
Note 8. INVESTMENTS IN ASSOCIATES
Meetic accounts for its investment in Match.com Global Investments SARL in accordance with the equity method as of 10 March 2010. In respect of the calendars for closing the financial statements of Match.com Global Investments SARL, the Group's net income as "Share in profit or loss of associates" is recorded with a difference of three months.
B-14
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 JUNE 2011 (Continued)
Note 8. INVESTMENTS IN ASSOCIATES (Continued)
The main information on Match.com Global Investments SARL is presented as follows:
| | | | | | | | | | |
(In thousands of euros) | | 31.12.2010 Quarter 4 3 months | | 31.03.2011 Quarter 1 3 months | | Total 6 months | |
---|
Revenue | | | 3 424 | | | 3 518 | | | 6 942 | |
Net Income | | | 1 043 | | | 582 | | | 1 625 | |
| | | | | | | |
Net income attributable to the Group | | | 521 | | | 291 | | | 812 | |
| | | | | | | |
Note 9. OTHER NON-CURRENT ASSETS
| | | | | | | |
(In thousands of euros) | | 30.06.2011 | | 31.12.2010 | |
---|
Deposits | | | 1 274 | | | 1 190 | |
Liquidity contract(1) | | | 73 | | | 27 | |
Credit tax asset(2) | | | — | | | 5 438 | |
Asset related to the disposal of Parperfeito(3) | | | 1 222 | | | 1 222 | |
Other | | | — | | | 7 | |
| | | | | |
Other non-current assets | | | 2 569 | | | 7 884 | |
| | | | | |
- (1)
- On 12 December 2005, Meetic entered into a liquidity agreement with Société Générale for €400 000. By this agreement, the bank agreed to intervene in the market, on behalf of the Company, to support liquidity of transactions and normal trading conditions for Meetic shares and to avoid swings in the trading price not justified by market trends. This agreement was made for one year, automatically renewable.
- (2)
- Match.com International Limited, acquired in June 2009, recognizes a credit tax asset which stays owned by the vendor of MIL for the period prior to the acquisition. As of 31 December 2010, the asset of €5.4 million was presented as a non-current asset. As of 30 June 2011, the credit tax asset is reclassified as a current asset as the tax authorities have decided to reimburse MIL (please refer to Note 10).
- (3)
- Meetic's stake in the joint venture Match.com Global Investments SARL is subject to put and call options that may be exercised at fair market value and may give rise to payment of an additional €1.2 million upon the occurrence thereof.
B-15
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 JUNE 2011 (Continued)
Note 10. OTHER RECEIVABLES
| | | | | | | |
(In thousands of euros) | | 30.06.2011 | | 31.12.2010 | |
---|
Credit tax asset(1) | | | 10 771 | | | — | |
Tax Receivables | | | 1 588 | | | 1 251 | |
Other | | | 619 | | | 1 724 | |
| | | | | |
Other Receivables | | | 12 978 | | | 2 975 | |
| | | | | |
- (1)
- Match.com International Limited, acquired in June 2009, recognizes a credit tax asset which stays owned by the vendor of MIL for the period prior to the acquisition. As of 31 December 2010, the asset of €5.4 million was presented as a non-current asset. As of 30 June 2011, the credit tax asset is reclassified as a current asset as the tax authorities have decided to reimburse MIL. The part of the reimbursement to be received related to the period prior to the acquisition will be repaid to Match.com Pegasus Limited and is presented as a short-term financial debt (please refer to Note 13).
Note 11. CASH AND CASH EQUIVALENTS
| | | | | | | |
(In thousands of euros) | | 30.06.2011 | | 31.12.2010 | |
---|
Cash | | | 33 624 | | | 32 909 | |
Cash equivalents | | | 5 617 | | | 7 647 | |
| | | | | |
Cash and cash equivalents | | | 39 241 | | | 40 556 | |
| | | | | |
Note 12. SHAREHOLDERS' EQUITY
Share Capital
| | | | | | | | | |
| | 30.06.2011 | | 31.12.2010 | |
|
---|
Share capital | | | 2 298 985 | | | 2 283 293 | | |
| | | | | | |
Number of shares issued | | | 22 989 848 | | | 22 832 932 | | |
| including | | | 13 101 657 | | | 6 112 361 | | Shares having a double vote |
| including | | | 9 888 191 | | | 16 720 571 | | Shares having a simple vote |
| | | | | | |
Number of treasury shares | | | 98 720 | | | 10 791 | | Shares |
| | | | | | |
As at 30 June 2011, shares held by Match.com Pegasus Limited that have been registered for more than 2 years, have received a double vote right according to the company articles of association.
B-16
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 JUNE 2011 (Continued)
Note 13. BORROWINGS AND FINANCIAL INDEBTEDNESS
| | | | | | | |
(In thousands of euros) | | 30.06.2011 | | 31.12.2010 | |
---|
Financial liabilities(1) | | | — | | | 2 081 | |
Other | | | 58 | | | 58 | |
| | | | | |
Long term borrowings and financial indebtedness | | | 58 | | | 2 139 | |
| | | | | |
Financial liabilities(1) | | | 5 167 | | | 1 749 | |
Bank overdraft | | | 12 | | | 13 | |
| | | | | |
Short term borrowings and financial indebtedness | | | 5 179 | | | 1 762 | |
| | | | | |
- (1)
- Match.com International Limited, acquired in June 2009, recognizes a credit tax asset which stays owned by the vendor of MIL for the period prior to the acquisition. As of 31 December 2010, the asset of €5.4 million was presented as a non-current asset. As of 30 June 2011, the credit tax asset is reclassified as a current asset as the tax authorities have decided to reimburse MIL (please refer to Note 10). The part of the reimbursement to be received related to the period prior to the acquisition that will be repaid to Match.com Pegasus Limited is presented as a short-term financial debt for €5.2 million as of 30 June 2011. This debt has been reduced in early 2011 by a payment of €1.5 million to Match.com Pegasus Limited. As of 31 December 2010, the debt was included in the non-current financial liabilities of €2.1 million and in the current financial liabilities of €1.7 million.
Note 14. RELATED PARTIES
Parties related to the Group are executive officers, executive managers, and directors of the Group, as well as companies in which they exercise control, common control, or a significant influence, or hold significant voting rights.
New agreements with related parties for the period, compared to the ones described in the Note 31 of the 2010 Consolidated Financial Statements are described below.
Tender Commitment
On 29 May 2011, Mr. Marc Simoncini entered into the Tender Commitment with Match.com Pegasus Limited, whereby he agreed to tender in the offer 3,667,773 Company Shares, which represent 15.95% of the total number of shares outstanding.
Under the terms of this agreement, Mr. Marc Simoncini will resign, promptly after the initial settlement and delivery of the Offer, from his current position as Chairman of the board of directors and chief executive officer (président directeur général) of Meetic, but not from his position as a member of the board.
Under the terms of the Tender Commitment, Mr. Marc Simoncini agreed to retain the balance of his stake (1,571,886 Company Shares, representing 6.84% of the total number of shares outstanding) until the first anniversary of the initial settlement and delivery of the offer.
If the shares held by the Match.com group, Mr. Marc Simoncini and the directors of Meetic were to represent collectively more than 70% of the total number of company shares then outstanding,
B-17
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 JUNE 2011 (Continued)
Note 14. RELATED PARTIES (Continued)
Mr. Marc Simoncini will be entitled, between the first and the fourth anniversary of the initial settlement and delivery of the offer, to require Match.com Pegasus Limited to purchase all of his 1,571,886 Company Shares by sending a written notice to Offeror. The price of such shares will be the average closing price of the Meetic shares on the Euronext Paris market over the ten trading days preceding the date of receipt of the notice (provided that such price shall be capped at 105% of the closing price of the Meetic shares on the Euronext Paris market on the trading day immediately preceding the date of receipt of the notice).
Note 15. SUBSEQUENT EVENTS
There have been no significant subsequent events as of the date of this Document.
B-18
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Meetic Unaudited Interim Condensed Consolidated Financial Statements as of June 30, 2011 (with comparative balances as of December 31, 2010) and for the six months ended June 30, 2011 and 2010EXPLANATORY NOTECondensed Consolidated Financial Statements As of 30 June 2011Consolidated Unaudited Interim Condensed statements of income as of 30 June 2011Consolidated Unaudited Interim Condensed statements of comprehensive income as of 30 June 2011Consolidated Unaudited Interim Condensed statements of financial position as of 30 June 2011Consolidated Unaudited Interim Condensed statements of changes in equity as of 30 June 2011Consolidated Unaudited Interim Condensed statements of cash flows as of 30 June 2011NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 JUNE 2011NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF 30 JUNE 2011