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2015 ANNUAL REPORT WELCOME TO A WORLD OF DIGITAL TRANSFORMATION
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2015ANNUAL REPORTWELCOME TO A WORLD OFDIGITAL TRANSFORMATION
CONTENTS
Chapter 1 / Overview P. 03
Chapter 2 / Our services P. 23
Chapter 3 / Agencies P. 47
Chapter 4 / Financial information P. 57
Chapter 5 / Appendices P. 115
CHAPTER 1OVERVIEW
In this chapter you will find out what Emakina is all about – our “DNA”, if you like – through our vision statement, recent activities, latest figures, thinking and developments.
Experts in digital experience P. 04
2015, a year full of the new P. 06
Key facts and figures P. 08
Key graphics P. 10
Emakina, a full service agency for your digital transformation P. 12
Digital transformation is not a job... P. 16
The digital revolution: a timeline P. 20
VUE D’ ENSEMBLE / P. 2
EXPERTS IN DIGITAL EXPERIENCE
THE USER EXPERIENCE AGENCY
Our civilization is going through an era of change: the era of digital transformation. People are altering what they do and how they do it. This means upheaval in a number of economic sectors as fresh competitors come into the field mastering a new prerequisite: digital experience. Emakina helps its customers think up multi-channel user experiences, and has the expertise to interpret these for different digital experience management platforms.
Karim Chouikri, CEOBrice Le Blévennec, CEO
Emakina is in the optimum position to design,
develop and manage memorable and innovative
user experiences, thanks to the creativity and diverse
skills of its 700-plus employees. This brings tangible
added value to products and trademarks.
It is clear that Emakina has continuously invested in
these skills, with exceptional 2015 results that have
exceeded even the previous year’s growth.
In terms of growth and profitability, consolidated
revenues grew by 25% compared with 2014. Meanwhile,
operating profit before depreciation (EBITDA)
increased by 50% compared with 2014. In absolute
terms, revenues hit €70,340,217 and EBITDA was
€6,069,790, or 8.6% of total sales.
To stay abreast of the market, Emakina continually
updates its portfolio of platform development and
content management services. What we used to call
simple web development tools now manage points
of contact for the digital experience in an integrated
way: websites, e-commerce sites, mobile versions
(sometimes with their own applications), social
networks, analytical tools, marketing via email and
even customer relationship management (CRM).
You can see this development in these platforms’
new names. CMS Sitecore has become the Sitecore
Experience Platform; Adobe has renamed its CQ5
CMS the Adobe Experience Manager; Acquia offers
services around its open source CMS Drupal and now
presents itself as ‘the digital experience company’;
Progress has completed its Telerik SiteFinity CMS with
a Telerik Digital Experience Cloud; Kentico 9, which
combines CMS e-commerce and an online marketing
platform, creates ‘exceptional customer experiences’;
finally, Episerver is not a CMS but an Experience Editor,
with its own Digital Experience Cloud.
Emakina Group’s size and number of offices mean
it can offer a wide range of these management
platforms and choose the solutions that best match
a customer’s needs.
The range, for example, at Emakina.BE speaks for
itself: Tridion (SDL), Drupal (Acquia), SharePoint
(Microsoft) and Selligent are some of the platforms
our teams can juggle with their eyes closed. Their list
has recently expanded to include SiteFinity, following
a partnership agreement with Telerik.
Emakina.FR has delivered major projects using
Magento, Drupal, WordPress, and Selligent. It is also
becoming an IBM partner, and the artificial intelligence
engine, Watson, will help enormously in designing
more intelligent user experiences. Emakina.NL and
Emakina.TR are masters of Demandware but they
aren’t resting on their laurels: they are also experts
in Episerver and will soon work with Hybris (SAP)
too. At Emakina.AT/Emakina.HR, the hub of the
group for central and eastern Europe, Kentico is
the platform of choice.
The Reference agency is a kind of reference manual
itself on the Sitecore Experience Platform and, of
course, Selligent. It has recently added an open
source framework to its solutions: Umbraco, another
star of the Microsoft universe.
Emakina has experts in its main platform, Adobe
Experience Manager, across the group. This
specialism means that Design is Dead, after 10
years of collaboration, can come up with ever more
avant-garde solutions for telecoms giant BASE.
Unilever Food Solutions, Alès Groupe and Audi
Belgium can pat themselves on the back about
brilliant projects by Emakina.NL, Emakina.FR and
Emakina.BE respectively, using this Adobe tool.
User experience is now the main factor in choosing
digital tools. This choice contributes directly to
customers’ return on investment from our projects.
Since 2001, we have been sharpening our skills
and forging partnerships with platform creators
so that today Emakina is the Europe’s number one
independent digital agency, specialising in the user
experience.
OVERVIEW / P. 4 5
PARTNERSHIP WITH ASIANCEFrom its base in Seoul, Asiance can roll out projects across Asia. Emakina has a new partnership with the business to reinforce our commercial potential on the continent and extend the reach of our services to European customers. As a partner in digital transformation and digital customer experience provider for many other brands, Asiance helps customers with strategy, online marketing, websites, mobile projects, and e-commerce.
BUBBLEGUM, OUR NEW SPANISH PARTNERBarcelona-based Spanish agency Bubblegum has a strong reputation in mass market and pharmaceutical communica-tion. It offers its customers a full support marketing service, with a dash of scientific creativity in its campaigns. Emakina’s new structural partner Bubblegum adds its deep knowledge of the Spanish market to our international services.
2015, A YEAR FULL OF NEW THINGS
DEMPSEY BECOMES EMAKINA.SEAfter more than two years of partnership, Emakina Group has acquired Dempsey, the Stockholm-based digital agency that specialises in creating innovative user experiences. The 16 experts at newly-named Emakina.SE work with clients in Sweden, Denmark, Norway and Finland, strengthening the Group’s position in the Nordic countries.
DIAMOND:DOGS|GROUP BECOMES EMAKINAThe diamond:dogs|group has been a market leader in Aus-tria, with a strong position in central and eastern Europe. Its employees are experts in web and mobile applications and it has a roster of top customers. Emakina Group’s 100% takeo-ver gives it an active regional hub, operating from offices in Vienna, Salzburg, Zurich and Zagreb.
EMAKINA/THINGS RULES THE INTERNET OF THINGSA combination of mobile, wireless internet, sensors and mi-niature electronics means companies can design connected objects that facilitate and enrich their clients’ lives. Emakina’s newly-born centre of expertise, Emakina/Things, brings together all the necessary skills to create user experiences specifically for the internet of things.
OVERVIEW / P. 6 7
KEY FACTS AND FIGURES 2015
* Prepared in accordance with Belgian gaap.** Contrary to the IFRS international accounting standards, Belgian accounting standards require depreciation on goodwill that significantly affects the consolidated net income of
the company.
FRÉDÉRIC DESONNAYCHIEF FINANCIAL OFFICER
Frédéric Desonnay graduated from the business administra-tion faculty at the University of Liege, in Belgium in 2000, and then took a Master of Arts in international business at Leicester University in the UK. He joined the auditing sec-tion of Ernst&Young in Brussels as audit manager, and then facilitated Emakina Group’s IPO in 2006. In 2007, he joined Emakina Group as Chief Financial Officer. As a member of the group’s executive committee, he has been overseeing financial management (including reports, the treasury, internal controls and enterprise resource planning) during this period of strong growth. He is supported by the group controller, reporting directly to stakeholders comprising the board of directors, audit committee, shareholders, bankers, auditors and other external consultants.
CONSOLIDATED BALANCE SHEET (EUR) * 31/12/2015 31/12/2014 31/12/2013
Fixed assets 12,922,391 10,176,907 11,171,038
Current assets 28,822,802 24,759,589 22,450,532
TOTAL ASSETS 41,745,193 34,936,496 33,621,570
EQUITY 10,116,550 9,135,600 10,266,607
Third party interests 760,445 670,128 338,629
Provisions 113,199 12,068 44,645
Long-term liabilities 2,515,600 1,470,618 2,186,146
Current liabilities 28,239,399 23,648,082 20,785,543
NET INCOME BEFORE AMORTISATION OF GOODWILL/ RETURN ON EQUITY
27.6% 8.4% 11.0%
PER SHARE DATA 31/12/2015 31/12/2014 31/12/2013
Share price (in EUR) 11,50 9,20 8,33
Number of shares 3,893,353 3,844,061 3,844,061
MARKET CAPITALISATION (IN EUR) 44,773,560 35,365,361 32,021,028
Given number of warrants 37,940 97,720 151,150
Current earnings/share (in EUR) 0.4948 0.0732 0.1999
Group share/share (EUR) 0.1431 -0.2945 -0.0116
Net earnings/share (EUR) 0.2947 -0.2220 0.0386
NET INCOME BEFORE DEPRECIATION FOR GOODWILL CONSOLIDATION/SHARE (EUR)**
0.7172 0.1993 0.3062
CONSOLIDATED INCOME STATEMENT (EUR) * 31/12/2015 31/12/2014 31/12/2013
OPERATING INCOME 70,340,217 56,135,588 50,117,336
Operating costs (before depreciation) -64,270,427 -52,082,281 -47,060,983
OPERATING PROFIT (BEFORE DEPRECIATION) 6,069,790 4,053,307 3,056,353
Depreciation -1,898,211 -1,692,033 -1,340,574
Operating profit 4,171,579 2,361,274 1,715,779
Financial result -599,806 -460,281 81,283
PROFIT ON ORDINARY ACTIVITIES BEFORE AMORTISATION OF GOODWILL
3,571,772 1,900,993 1,797,062
Amortisation of goodwill ** -1,645,235 -1,619,758 -1,028,432
Current profit 1,926,537 281,235 768,630
Exceptional income 25,576 -343,151 -43,782
Gross profit 1,952,113 -61,916 724,848
Deferred tax -74,957 -61,467 -11,193
Taxes on income -729,979 -730,101 -550,762
Share in the results of companies in consolidation using the Equity Method 0 0 -14,326
NET INCOME BEFORE AMORTISATION OF GOODWILL 2,792,412 766,274 1,176,999
Net income 1,147,177 -853,484 148,567
A, Minority interests 590,055 278,666 193,264
B, Group share 557,122 -1,132,150 -44,697
OVERVIEW / P. 8 9
KEY GRAPHICS 2015
CHANGES IN TURNOVER
75,000,000
70,000,000
65,000,000
60,000,000
55,000,000
50,000,000
45,000,000
40,000,000
35,000,000
30,000,000
25,000,000
20,000,000
15,000,000
10,000,000
5,000,000
2013
50,117,336
2014
56,135,588
2015
+ 25%70,340,217
CHANGES IN THE SIZE OF STAFF ON 31ST DECEMBER (FULL TIME EQUIVALENT*)
650
600
550
500
450
400
350
300
250
200
150
100
50
20152011
+26%642
CHANGES IN EBITDA
2014
6,000,000
5,500,000
5,000,000
4,500,000
4,000,000
3,500,000
3,000,000
2,500,000
2,000,000
1,500,000
1,000,000
500,000
*On 31st December 2015, the group had a total of 675 employees.
2011 2012
48,783,064
41,337,106
+50% 6,069,790
3,755,512
2012
2,749,283
2011 2013
3,056,353
2015
4,053,307
2012
413
341
2014
508
2013
488
OVERVIEW / P. 10 1 1
OVERVIEW / P. 1 2 1 3
EMAKINA, THE FULL SERVICE USER EXPERIENCE AGENCY
WHY?Technology has changed the way individuals and organizations interact. The result is a new type of a marketing centred on the individual, and the emergence of user experience experts who are revolutionizing whole sectors of our economy.
What makes customers excited and loyal nowadays is a high-quality experience. Every interaction with a business influences how we assess it, positively or negatively, rationally and emotionally. Together, these interactions make up our perception of a product, service or brand.
The user experience differentiates a company from its com-petitors, determining whether a customer will return, or rec-ommend the product or service to their nearest and dearest.
Companies know that an excellent user experience (UX) gives them an essential, profitable and sustainable competitive advantage. Regardless of how old they are, all companies must invest in UX. This strategy is about the whole business: it translates brand values into concrete experiences and gives tangible form to the organisation’s entire purpose. Emakina offers everything you need to design, realise and evaluate astonishing user experiences that are useful, effective, original and memorable – and, today, these are the most cost-effective ways to create demand for your brand, delight your customers and make them your loyal ambassadors.
MISSION
Our mission is to design and deliver astonishing user experiences that are useful, effective, original and memorable, for organisations in digital trans-formation.
OVERVIEW / P. 14 1 5
VALUES
Creativity & Innovation
We invite collaboration between radically different kinds of talent, and that’s our secret recipe to push the boundaries of innovation and creativity.
Passion & Commitment
We are passionate about our business and inspired as much by technological developments as by the new ways they make people behave.
Sharing & Openness
Our centres of expertise are entirely complementary thanks to our spirit of openness and talent-sharing.
Transparency & Accountability
We feel responsible for the projects that we work on, and the results they achieve. We behave in a transparent way with our clients, and consider them our partners.
Relevance & Effectiveness
We are driven by common sense and pragmatism. We always seek to add value to a brief and measure our success by how satisfied our customers feel, and their project’s return on investment.
OVERVIEW / P. 16 17
DIGITAL TRANSFORMATION IS NOT A JOB...
This is an era where all areas of human activity have gone digital. Digitalization started more than 20 years ago and has accelerated exponentially with recent technological advances, causing a profound upheaval in consumer behaviour.
Not all companies have integrated millennial culture – far from it. So they need partners with a ‘digital DNA’ such as Emakina to accompany them in their digital transformation. Otherwise, they risk seeing their brands disappear in favour of ‘digital na-tive’ competitors who were born in this era. A memorable and satisfying user experience is more than a luxury nowadays; it’s a matter of survival!
Alongside technology, our entire economy is changing: digi-tal transformation plays a role in all of a company’s activities. Commercial managers, marketing, human resources, research and development, service centres, general management, IT…In fact, everything you can think of: the digital age doesn’t discriminate.
One element has become central in this consumer behaviour revolution: the user experience (or UX). This determines the suc-cess, or even survival, of all businesses, even those considered ‘too big to fail’. Their historical market share does not make them immune to new digital native upstarts.
USER EXPERIENCE AT THE HEART OF DIGITAL TRANSFORMATION
For in a world where marginal costs tend progressively to zero, the old measures of a brand’s worth (its resources and public recognition) give way to the weight of customer loyalty – now mostly fed by user experience. So this is what will define tomor-row’s products and services. It is not just about providing services or goods, or the way they are provided: it is increasingly about giving an experiential response to a need.
If companies like Airbnb are able to compete with major hotel groups, this is not necessarily thanks to the quality of accom-modation or scope of services offered by people who make their rooms available. The same is true of Uber, AmazonFresh and iTunes: they do not owe their success to the quality of their product or service, or discounted rates alone. It is above all the
quality of the experience offered to consumers, who are drawn in by their intuitive ergonomics at the moment they decide to use a particular service.
When competition is a click or two away, price and quality are less important than the overall consumer experience, which may be more or less satisfying, more or less memorable.
Today, computer bytes have replaced atoms, relevance is more important than scarcity, sharing something multiplies it instead of dividing, and you can compare different products’ quality in less time than it takes to look at your Facebook notifications. So customer loyalty is no longer about the price of butter; it’s more about the smile on your dairy farmer’s face.
So what is the role of agencies during this rapid change in the way we consume things? We have precisely the user experi-ence design and implementation skills that will allow old-style businesses to match up to the newcomers.
Expert eXperience architects are essential to build rich and unfor-gettable user experiences. Through our specialist digital and mobile native teams, Emakina has the talent and creativity you need to digitally transform not just your brands, but all areas of your business.
“Businesses have now come to recognize that providing a quality user experience is an essential, sustainable competitive advantage. It is user experience that forms the customer’s impression of the company’s offerings, it is user experience that differentiates the company from its competitors, and it is user experience that determines whether your customer will ever come back.“
Jesse James Garrett, “The Elements of User Experience“ (New Riders, October 21, 2002)
“Provide an experience that is both useful, usable, desirable, and differentiated and you will create demand for your brand and delight your customers.” David Armano, “Creating Compassionate Designers”, (September 06, 2006)
“What makes people passionate, pure and simple, is great experiences. If they have great experiences with your product [and] they have great experiences with your service, they’re going to be passionate about your brand, they’re going to be committed to it. That’s how you build that kind of commitment.” Jesse James Garrett, “The Elements of User Experience” (New Riders, October 21, 2002)
“Success and the future of business are experiential. Welcome to a new era of business in which your brand is defined by those who experience it.” Brian Solis, “X : The Experience Where Business Meets Design” (Wiley, October 19, 2015)
Employee eXperience (EX) : A new generation of employees has landed in the jobs market with their own digital native culture. They expect a company to provide them with ergonomic tools that are as good as those they use in their everyday lives. How much they use them is directly related to the quality of the experience.
B2B User eXperience (B2B UX): Companies are collaborating ever more, sharing interactive tools, transactional platforms and information via digital channels with their partners. Their success largely depends on the quality of the experience they offer one another.
Customer eXperience (CX): In a consumer-centric market, consumers take control of which brands they buy, and brands fight back by providing every interaction device necessary to create a consistent, pleasant, ergonomic, effective and mem-orable customer experience.
Citizen eXperience (CiX): In their dealings with institutions, people expect them to provide a quality service but also the same kind of experience that modern brands offer consumers. It is evident that there is much room for improvement in the institutional sector.
THE FOUR TYPES OF USER EXPERIENCE
Emakina optimises the user journey across all touch points: websites and mobile applications, e-commerce platforms, CRM campaigns and loyalty programmes, activation campaigns, social networking, interactive experiences and more.
Emakina supports companies in their digital transformation by introducing collaborative tools that make it easier to share information and improve workflow between colleagues and partners: an intranet, extranet, HR websites, employee branding and more.
OVERVIEW / P. 18 19
OVERVIEW / P. 20 21
THE DIGITAL REVOLUTION: TIMELINE
Founding & Branding
Acquisitions
Partnerships
Achievements
World Wide Web
1st browser and 1st web page
1st mobile telephone
Brice Le Blévennec co-founds Ex Machina
Net@Work and Make It Happen merge and become Emalaya
Net@Work
Groupe Reflect (Paris and Limoges)
Design is Dead (Antwerp)
Suntzu (Rotterdam)
Suntzu becomes Emakina.NL
groupeReflect becomes Emakina.FR
Metia (USA, GB and Singapore)
Digital Jungle (China, Japan and Australia)
Sinnerschrader (Germany and Czech Republic)
Asiance (Seoul)
Piramit (Turkey)
Dempsey (Sweden)
Bubblegum (Spain)
Merge Media (La Haye, NL)
Relephant (Amsterdam) Relephantturkey (Izmir)
Toy Agency (Paris)
diamond:dogs (Vienna)
Dempsey (SE) (Stockholm)
Wanabe (Waterloo, Belgium)
Robert & Marien (Brussel)
Troy (Brussel)
label (Geneva)
label.ch becomes Emakina.CH
Ex Machina Interactive Architects and Emalaya merge to become Emakina
Emakina is No.1 in Media Marketing
Austrian digital agency market leader
Emakina Group starts trading on Alternext (ALEMK)
Inside Digital Media names Emakina Belgium’s top agency
Emakina is No.1 in Pub magazine
Belgium’s first web agency, The Reference, is established
Design is Dead
Denis Steisel founds Make It Happen
label.CH
1st meeting World Wide Web Consortium
1st web banner
diamond:dogs|group
Netflix
Napster
MSN Messenger
1bn web pages
Wikipedia
The internet bubble bursts
MySpace becomes most popular social network
Youtube
Successful launch of the first online Belgian TV channel, ‘VW Escape TV’, which lasted three years
Emakina.CH is in the ‘Best of Swiss Web’ top 10
Design is Dead: 10 years of collabo-ration with BASE
Emakina is still Belgian number one in Inside Digital Media
Launch of the Brand Experience Score
Emakina/Media
diamond:dogs|switzerland (Zürich & Herisau)
Proud-field (Ghent)
Emakina/Insights
Your Agency
Emakina.HR
diamond:dogs|-group becomes Emakina.AT
Dempsey becomes Emakina.SE
iPhone
Spotify
Uber
Airbnb
Almost 95% of ‘digital natives’ use the internet from their mobile phones
iPad
Apple Watch
DeepMind beats professional Go player
Facebook acquires Oculus
End of an Apple era, with the death of Steve Jobs
Watson wins television game show Jeopardy!
Snapchat
Six Degrees, 1st social networking site
Deep Blue beats Garry Kasparov at chess
Yahoo
Successful launch of RTBF programme ‘Cybercafé’, which would last a decade
1990 1995 2000 2005 2007 2008 2009 2010 2011 2012 2013 2014 20162015
Skype
Flickr
Relephant Turkey becomes
Emakina.TR
Domino (Italy)
The Reference (Ghent)
World
Our civilisation changed at the start of the digital era, and it is still changing. The stage has been set for constant revolution in the way we communicate, profound shifts in business models, changes in how companies operate, and above all, countless innovations in products, services and solutions for our customers.
To take companies hand in hand through their digital transformation, Emakina Group has built four core businesses: integrated and interac-tive communication, website building, application development and e-commerce.
These four major activities draw on eleven dedicated teams of specia-lists in strategy, analysis, architecture, media buying, direct marketing, search engine marketing, social media marketing, audiovisual produc-tion, mobile, connected objects and managed web hosting.
Overall, more than 700 experts gathered under our roof design and de-liver relevant, custom-made and effective solutions to help Emakina’s customers do their work even better.
Our four core businesses P. 24 Emakina / Communication P. 26 Emakina / Web Building P. 28 Emakina / Applications P. 30 Emakina / Commerce P. 32
Our 11 centres of expertise P. 34 Emakina / Strategy p. 35 Emakina / Insights P. 36Emakina / Architects P. 37Emakina / Media P. 38 Emakina / Direct P. 39 Emakina / Perform P. 40 Emakina / Social P. 41 Emakina / Motion P. 42 Emakina / Mobile P. 43 Emakina / Things P. 44 Emakina / Operations P. 45
CHAPTER 2OUR SERVICES
EMAKINA / COMMUNICATION EMAKINA / WEB BUILDING EMAKINA / APPLICATIONS EMAKINA / COMMERCE
OUR FOUR CORE BUSINESSES
25OUR SERVICE AND WHAT WE OFFER / P. 24
DIGITAL IS DEADThe internet revolutionised the way we communicate, with its two-way channels giving new powers to the consumer in talking back. All brands have had to re-evaluate their advertising tactics, and marketing agencies specialising in digital have risen to the fore. Nowadays, digital is everywhere. Both traditional agencies and digital ones have had to reinvent themselves to avoid being taken over or disappearing.
Emakina was born into this new digital world. In our 15 years, we’ve been pioneers in viral marketing, we created online com-munities before Facebook did, and our agency was a veritable Michaelangelo of spectacular, Flash web pages. Today, after acquiring and incorporating traditional advertising agencies and merging their skills with those of our ‘Digital Natives’, Emakina / Communication is the agency for the Digital Era.
We offer our customers support at all stages of their journey: finding and winning new customers, then managing customer relationships and forging lasting loyalty through our multi-channel platforms that always use the most relevant point of contact.
From briefing us to seeing our final work, customers can count on the dynamism, creativity and technical skills of our talented people, who make up a flexible and effective team (at a competitive price too).
We can draw on the minds of 200 people in our business, a mixture of wise old hands and raw young talent that can deliver all types of communication solution: an all-encompassing strategy, CRM platform, audiovisual production, social media management, above-the-line mass media campaign, digital activation, or a point of sale device (traditional or digital) to create and position a new brand… We even have our own recording studio, resident musicians and a studio equipped with a green screen.
We always think about relationships with our customers in the long term: we believe this is the only way to build a deep understanding of each customer’s business and its challenges, so that our proposals are relevant and make a genuine con-tribution to company results. And this is why our customers are so loyal to us.
CLIENTS1875 Finance, ACF, Air Canada, Barilla, bauMax, Bavaria, Bespoke, BIC, BILLA, Bombardier Recreational Products, Brantano, Brasserie Michard, Citroën, Deutsche Bank, EVN, Fondation Orange, HEAD, Hyundai, Interveb, ITS Billa Reisen, Jaeger LeCoultre, JC Decaux, Karl Lagerfeld, Kenwood, Koninklijke Auping, Ladbrokes, Lindemans, Loterie Romande, Lufthansa, Microsoft, Nike France, Octopus, Orange, Swiss Education Group, Test-Achats, Transports Lausannois, Union Bancaire Privée, VERO.
(Integrated) communication strategy / Production / Strategic planning
Direct marketing / CRM / Social media marketing / Content production
Radio / TV / Print / Motion / Brand design / Brand identity / Creative conception
EMAKINA / COMMUNICATION
27OUR SERVICE AND WHAT WE OFFER / P. 26
BUILDING A BETTER WEBWe have come a long way: when it started, Emakina was a simple web marketing agency. We are pioneers in this field, the biggest specialist in the Belgian market, with unparalleled experience. This business evolves constantly and we are hap-py to say that it keeps us on our toes! Our sites use the most advanced technologies while remaining compatible with most browsers. Our interfaces use the most up-to-date, ergonomic understanding but are also fun to navigate.
We have designed or developed website, intranets and extranets for vast companies, famous names, multinational businesses, institutions, associations and SMEs. Far from web agencies that make the same kind of site, over and over again, and over again, we offer our customers a custom-designed website that faithfully reflects their brand, and is perfectly integrated into their digital ecosystem and back office, however complex they might be. Nowadays, these sites are often the main contact point for customers, and they contribute to how much a business is valued and the success of its business objectives.
The size and reputation of our agency mean we have the oppor-tunity to attract some amazing talents, passionate people who stay bang up to date with the constant innovation in front-end and back-end interface development. Our web designers can create something new within the strictest guidelines, and come up with web experiences that are fun, ergonomic, elegant and effective. Our analysts and developers guarantee that projects have a solid and scalable architecture. We are masters in the art of combining technology (such as responsive websites, Full-Stack Javascript, or progressive loading) with pages that are a pleasure to navigate.
Thanks to our experience, we have developed several pro-ject management methodologies (both agile and waterfall). Some are suitable for small projects, and others are best for managing larger and more complex sites. We have brought together a team of Project Managers who can meet quality and budget requirements, deliver on time, but always make sure our customers have the flexibility they need. As for our Account Managers, all they want is to make our clients happy.
CLIENTS1875 Finance, AVC-CSC, AKKP, Aspex, Astrazeneca, AWSG, bauMax, Baxter, BILLA, BNP, Boghossian, Brussels Airlines, Citroën, Crelan, Danone, Dll, Eaa, Eda, Ergo, EVN, Fabric House, Fedict, FIVB, Flammarion, Freeride World Tour, Girard Perregaux, Goemar, Gérifonds, HEAD, Hyundai, i24 News, ING, Inseec, Ipp, ITS Billa Reisen, Kenwood, LGT, Loterie Romande, Lufthansa, Melty, Microsoft, Nestlé, Nexam, Nike, Octopus, Oris, Ouibus, Pfizer, Philoro, Reuge, REWE, Sesar, Siemens, Solvay, Starwood, Swisscom, SwissPost, Swissquote, Trafigura, Transports Lausannois, Union Bancaire Privée, VAMED, VERO, Wolf Oil Corporation.
Business requirements / Information Architecture / Responsive web design
Content production / Website development / Intranet & extranet
CMS implementation (Adobe Experience Management, Acquia, Drupal, SDL, Tridion,
Sitecore, EPIServer, Umbraco, Sharepoint, SiteFinity, Wordpress) / IT integration
Search engine optimisation & traffic analysis
EMAKINA / WEB BUILDING
29OUR SERVICE AND WHAT WE OFFER / P. 28
DIGITAL AT YOUR FINGERTIPSEmakina was born as a web agency in 2001, and has constantly developed all types of applications that work through web brow-sers: some that work on intranets or extranets, e-commerce sites, portals for various transactions and sites for companies that only operate through the internet (applications for estate agents, online directories, and tools to help create online activity, for instance).
This activity is still a big part of what Emakina does, but since the introduction of iOS(2007), Android (2008) and their application stores, we have added a whole new area of app development. Today, we develop applications for smartphones, tablets, moni-tors, multi-touch tables, game consoles, virtual or augmented reality helmets, interactive installations and connected objects.
Over the years, we have built an experienced and multi-disci-plinary team of people who are passionate about innovation and are always on top of technological software developments (such as operating systems, API framework, or software) and the latest in hardware (for example, the internet of things, customised, interactive installations, iBeacons, experimental projects, and products linked to the internet of things).
Our developers have experience in creating state-of-the-art touch interfaces and also in integrating these with often-com-plex existing business systems. So our customers can have complete confidence in us to create a wide variety of software, from a critical transactional application for a bank to a 3D video game for a big public brand. Applications are now at the heart of a consumer’s daily life in a world that is right in the middle of digital transformation.
In addition to developing applications, we create interactive installations for our customers’ events and retail networks using breathtaking, almost magical technology – ideas and products that seem to weave new links between the digital and real worlds. We bring into being these unique experiences, coming up with the idea, creating a prototype, delivering the final installation and making sure that it runs smoothly.
CLIENTSAGC Glass Europe, AKKP, Alpha Credit, Audi, AWSG, AXA, bauMax, Bavaria, BILLA, BNP Paribas Fortis, bpost, Cofely, Datalop, Deutsche Bank, Electrabel, Engie, EORTC, EVN, Federal Mogul, FIVB, Girard Perregaux, Greentube, HEAD, Hyundai, ITS Billa Reisen, Jaeger LeCoultre, Karl Lagerfeld, L’Oréal, Melty, Microsoft, Orange, Ores, Porsche, Regus, Siemens, SNCB (Ypto), Start to run, Swisscom, SwissPost, Vecos, VERO, Virgin radio, Volkswagen, ZBD, Škoda.Smartphone, mobiles, tablets, touchscreen & gestured controlled development / Advergaming
Social media API / Augmented reality / Virtual reality / Interactive installations
Web applications (Java, Symphony 2, .NET, AngularJS) & web services
EMAKINA / APPLICATIONS
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E-BUSINESS IS BUSINESSIt is hard to stress how much all sectors of our economy have been affected by internet, first in the way they must communicate, but then in every company activity. E-commerce has shaken the business models of giants. New players have emerged, and entire industries have disappeared. It is consumers who decide where and when they want to consume. And each year, more and more of them make their purchases online.
In its first decade, Emakina launched more than a dozen e-commerce sites before this became one of our more formal service offerings. In 2013, we acquired a company specialising in e-commerce, and this Amsterdam-based agency is now fully integrated within the Emakina Group.
Our division now has more than a hundred specialists in strategy, marketing, project management, analysis, content, search engines, social media, affiliate marketing and CRM, plus designers and developers. So it approaches each project with a comprehensive understanding of e-commerce. This is all about marrying a strong visual concept with a smooth and sophisticated shopping experience, employing a veritable arsenal of technological tools.
Modern commercial platforms are effectively multi-channel: consumers’ journeys now go through computers, smartphones, tablets and sales outlets, but they also involve brand sites, search engines, social media, plus review, comparison and specialist content sites.
To adapt to this new consumer behaviour, we are creating e-commerce platforms that do a little more, combining bran-ding, sales tools, social interaction, e-mail and consumer advice services. All this is wrapped up in a coherent, multi-channel and online experience which serves the brand at all points of contact (digital and physical).
We are an experienced partner with unbeatable technologi-cal know-how, capable of generating relevant website traffic and converted it into valuable, long-term relationships with consumers that will grow your online business.
CLIENTSbauMax, BILLA, Blackspade, BMW, Brady, de Bijenkorf, Every Day Counts, Fabric House, Fontem Ventures, HEAD, Heineken, ITS Billa Reisen, Karl Lagerfeld, Kipa, Loterie Romande, Makro Cash & Carry Belgium, Markafoni, Merkur, Partool, Rituals, SeatMe, Suitsupply, Sundio Group, Swissquote, Zizigo.
e-commerce strategy / User experience design / Digital activation
Digital shopper marketing / DemandWare implementation
Magento implementation / CRM / Analytics / Hosting
EMAKINA / COMMERCE
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Integrated communication strategy / Ecosystem conception
CRM Strategy / Social media strategy / Innovation / Idea centre
Workshops / Brainstorming / Digital transformation / Digital strategy
Change management / Brand positioning and identity
EMAKINA / STRATEGY
MANAGEMENT CONSULTINGAt Emakina, we think about a company’s digital transformation in terms of pragmatic, business processes. The challenge isn’t only about technology any more. It is also about an organisation’s capacity to re-evaluate how it operates, remodelling itself around the idea of customer experience in three ways.
First, thinking about your business model and positioning, then translating your cur-rent ideas into customer experiences in order to feel more valuable to consumers.
Then, thinking about customer experience as a way to steer people to your business, acquire and retain them as clients.
Finally, you need to think about the employee experience, so your staff will facilitate change to a digital business model, staying committed and productive.
CLIENTSAccent Jobs, Action Contre la Faim (ACF), Atos Worldine, AWSG, Bavaria, BIC, BILLA, Boghossian, Bombardier Recreational Products, Candriam, Danone, Dela, Electrabel, EVN, Federal Mogul, FIVB, Fondation Orange, HEAD, Hyundai, Ikea, Interbev, ITS Billa Reisen, Jaeger LeCoultre, Karl Lagerfeld, Kenwoood, Kliksa, Koninklijke Auping, Koton, Loterie Romande, Markafoni, Microsoft, Mons 2015, N-Energie, Nike, Ocean Capital, Office Cantonal pour l’Emploi, P&V, SD Worx, Société Générale de Surveillance, Swiss Education Group, SwissPost, Teknosa, Trafigura, Transports Lausannois, UBP, Union Bancaire Privée, VERO, Wolf Oil Corporation, Zizigo.
EMAKINA / STRATEGY
EMAKINA / MEDIA
EMAKINA / SOCIAL EMAKINA / MOBILE
EMAKINA / ARCHITECTS
EMAKINA / PERFORM
EMAKINA / OPERATIONS
EMAKINA / DIRECT
EMAKINA / MOTION
EMAKINA / THINGS
EMAKINA / INSIGHTS
OUR ELEVEN CENTRES OF EXPERTISE
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User-centric design / User experience design / Personas / Eyetracking
Information architecture / Persuasion architecture / Wireframes / User testing
EMAKINA / ARCHITECTS
CLIENTSAstraZeneca, AWSG, AXA, Bavaria, Beqom, BILLA, BNP Paribas, BNP Paribas Fortis, Brasserie Michard, Brussels Airlines, Bruxelles Mobilité, Candriam, Danone, Delhaize, DeLijn, Deutsche Bank, D’Ieteren, EDA (European Defense Agency), Education Above All, Electrabel, EVN, Federal Mogul, FIVB, Freeride World Tour, Greentube, HEAD, Heineken, Hyundai, ITS Billa Reisen, Karl Lagerfeld, Kenwoood, Koninklijke Auping, Ladbrokes, Loterie Romande, Lufthansa, Melty, Microsoft, Mons 2015, Nike, REWE, Starwood, Total, VERO.
EXPERIENCED IN EXPERIENCES It’s hard to find a more experienced team than ours. Our consultants have had the chance to work on numerous complex web applications for major European com-panies across all kinds of industries. We know how to make the most ergonomic and usable sites, and we are masters of persuasive technical architecture.
We build your site or application’s architecture in three phases: we analyse your needs and challenges, design your solution and then test it with actual users. We work in close collaboration with production teams of designers and developers, plus experts from Emakina / Perform who gauge any obstacles and suggest im-provements (our analytics service). All this is aimed at increasing traffic to the site so that it draws in as many customers as possible (otherwise known as search engine optimisation or SEO).
We help design digital experiences such as websites and applications by seeing through the eyes of the intended users. This applies to our wireframes (represent-ing the site’s skeletal framework), tests, recommendations and optimisations, all of which will meet your objectives and convince more visitors to become buyers. We always use the best practices to tailor experiences to the end user.
Consumer insights / Target research / Brand image / Innovation workshops
Qualitative & quantitative research / Social media analysis / User testing
Social trends / Ethnology / Pre- and post-testing
EMAKINA / INSIGHTS
CONSUMER REALITY CHECKOur most recently-launched service, Emakina / Insights is a team of psychologists, researchers and analysts with extensive experience in discovering how consumers will respond to digital transformation. Our experts use special methodologies and interaction tools including our own, secure online platform.
Our passive methods (data collection, social media monitoring and desk research) give us a sense of context which we use to do the very best research. Our qualitative methods include focus groups, face to face interviews, ethnography, eye tracking, user testing, chats, blogs, forums, and tracking online customer journeys. We com-bine these with quantitative surveys, online, by telephone and via mobile applica-tions.
We also meet your consumers in the flesh for real life feedback – or IRL, as we digital natives like to say – about their perceptions of your brand and service. We listen, interact and reach a deep understanding of your customers to translate their needs and expectations into strategies that you can then put into action.
By integrating the consumer at every turn, we make our research meaningful and give you the best possible return on your investment. And our regular reports mean that these consumer insights will enrich each stage of your digital transformation project.
CLIENTSAlphaCredit, Astra Zeneca, Auping, bpost, Candriam, Ergo, Federal Mogul, INSEEC, Kaporal, Koninklijke Auping, Pernod-Ricard, RTBF, WKO.
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Media strategy / Media planning / Media buying / ROI
TV / Radio / Cinema / Press / Display / Viral & buzz marketing
Advergaming / Native advertising / SEM
Data driven marketing & CRM strategy / Marketing automation technology services
Lead nurturing programs / Customer life cycle campaigns / e-newsletters
Database audit / Mining and management / Reporting & customer insights
Interactive & cross channel one-to-one communication
EMAKINA / MEDIA EMAKINA / DIRECT
CLIENTSActiris, Arbeiterkammer Wien, Aus-trian Standards, AWEX, Bank Austria, Bruxelles Mobilité, Caisse d’Epargne, Club, Crelan, Danone, Deichmann, Delhaize Direct, Discover, ERGOlife, Faro, Fnac, Frankenmarkter Mine-ralwasser, Hamacher, HEAD, IBSR, Imperial, Juvina, Kapaza, Kidibul, Lie-rac, Maxi Toys, Mr. Green, MyPhone, Österreichische Lotterien, Österrei-chische Post, Partenamut, Peterman, Rendez-vous.be, Ricoh, Schartner Bombe, Segafredo, Simplon, Škoda, SPW, Staessens, Starzinger, Stenders, Suzuki, Test-Achats, Therabel, Triodos Bank, Unibet, Universal Music, Vins de Bordeaux.
CLIENTSAir Canada, Audi, Audi, AXA, Brussels Airlines, Caisse d’Epargne, CM, Crelan, Dela, Electrabel, Federal Mogul, Karl Lagerfeld, KBC, Kenwood, Loterie Romande, L’Oréal, Microsoft, Omnivit, Orange, Peugeot, Samsung, Seat, Škoda, SNCF, Starwood, Suit Supply, Sunweb, Swissquote, Terre des Hommes, Test- Achats, Thomas Cook, UMP, Unilever, Volkswagen, Wolf Oil Corporation, .
THE MESSAGE IS THE MEDIAEmakina / Media is a service provided by the Robert & Marien agency, an integrated part of Emakina Group. The agency’s name is made up of the surnames of its two founders, Michel Robert and Alain Marien, who have years of experience and truly engage with the needs of their clients just like the best lawyers and doctors.
We develop your media strategy and negotiate the purchase of advertising space. This includes all traditional media (national and international television, radio, poster campaigns, cinema, and printed press), plus the gamut of internet possibilities (in-cluding display advertising, native advertising and using social networks).
We conduct pre-campaign testing to gauge potential audiences, as well as post-cam-paign analysis (both qualitative and financial). For these, we recommend our clients use external companies to ensure the feedback is relevant, objective and independent.
Our customers are welcome to take part in our negotiations with the media, making sure we achieve the best rates. We also use Real Time bidding (direct purchase of adver-tising space, which means a lower entry price) via a platform developed by our partner, AdExpert.
We stay close to our customers and act transparently, while also making sure they get the most out of their investment. To ensure neutrality in relation to media and guarantee our clients the best service, we take no commissions from the media, but are solely paid by our clients, the advertisers.
MARKETING INTELLIGENCEOur extensive experience with major businesses in a variety of sectors means we can really help our clients define the best customer relationship management (CRM) strate-gy and find the tools to put it into action. We roll out these strategies from start to finish and offer workshops and training to our clients so that they can then manage the tools themselves.
We analyse and improve customer data to draw out insights that lead to action. We offer customised marketing programs, across multiple channels, and through every ‘touch point’ of the customer journey to win customers who will be brand loyal. This might include, for instance, multi-channel outbound marketing, personalised newsletters and using tools such as Adobe Campaign and Selligent.
We focus upon building a strong relationship between your brand and the end user, and this means you will end up with a strategy that gives you an excellent, long-term return on investment. Thanks to our customer analysis and feedback, we continue to evaluate and adapt our techniques to give you the best possible results.
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KPI workshops / Improving conversion rates / Dashboarding / Link building
Dynamic re-marketing & re-targeting / SEA / SEO / A/B & multivariate testing
Keywords research / Funnel tracking / Google adwords / Engine optimisation
Affiliate marketing / Content & inbound marketing (online reputation management)
Social media strategy & brand DNA / Content strategy & tone of voice
Engagement strategy / Social media advertising / Social media monitoring
Community & conversation management / Gamification / Storytelling
Social customer relationship management
EMAKINA / PERFORM EMAKINA / SOCIAL
CLIENTS2dehands, Arbeiterkammer Wien, Austrian Standards, Bank Austria, Bavaria, Bespoke, BNP Paribas Fortis, Bombardier Recreational Products, Brussels Airlines, Chapelle Saint Martin, Citroën, Danone, Deichmann, De Persgroep, Discover, D’Ieteren Auto, Electabel, Ergo, Ethias, European Union, Federal Mogul, Frankenmarkter Mineralwasser, Fun, Hamacher, HEAD, Institute for Business Development, Juvina, Koninklijke Auping, Loterie Romande, Makro Cash & Carry, Mr. Green, MyPhone, Orange, Österreichische Lotterien, Österreichische Post, OZ (Onafhankelijk Ziekenfonds), Peugeot, Rabobank, Rituals, Samsung, Schartner Bombe, SD Worx, Segafredo, SGS, Simplon, Škoda, SOS-Kinderdorf, Starwood Hotels, Starzinger, Stenders, Swiss Education Group, Swissquote, Terre Des Hommes, Unilever, Universal Music, Vlerick Business School.
CLIENTSACF, Arbeiterkammer Wien, Austrian Standards, Bank Austria, Barilla, Bavaria, BIC, Bombardier Recreational Products, Bonduelle, Danone, Deichmann, Dela, Discover, eCab, Estée Lauder, Fondation Orange, Frankenmarkter Mineralwasser, Hamacher, HEAD, i24 News, Infobéton, Juvina, Karl Lagerfeld, Koninklijke Auping, Lindemans, Lufthansa, L’Oréal, Mr. Green, MyPhone, My Way, NATO, Office Cantonal de l’Emploi, Omnivit, Orange, Österreichische Lotterien, Österreichische Post, Schartner Bombe, Segafredo, Simplon, Škoda, Société Générale de Surveillance, Starzinger, Stenders, Universal Music, Volkswagen.
CONTINUOUS IMPROVEMENT“If you cannot measure it, you cannot improve it,” (attributed to 19th-century physician Lord Kelvin).
Emakina / Perform is a team of about fifteen consultants with a wealth of experience in web marketing, SEO, social media analytics and optimising conversion rates (turn-ing visitors into buyers).
We measure your performance online (for example, relevant visits, bounce rate, sales, community management, and social marketing) via successful tools such as Adobe Analytics, Google Analytics and Piwik, or even – when needed – creating our own specific analysis tools.
We set up ‘dashboards’ that integrate data from the web, social networks, ad manage-ment platforms and your website database to give you a real-time, graphical map of your key performance indicators (KPIs) on a web interface.
We compare these results with your goals and make recommendations to improve your ROI. The results of our work are clearly evident in the long term, and the service we offer is that of a partner rather than a consultant for a single project. We guarantee a reliable, long-term, end-to-end service.
SOCIAL BY DESIGN: THE POWER OF SHARED EXPERIENCENowadays, your consumers will often share their experiences on social networks. In return, they expect to have a real relationship with your brand, 24/7, and want your communication to be transparent, genuine and useful.
Emakina / Social is a partner that helps your brand achieve a permanent and constructive level of response on social networks. We offer you strategic, creative and ‘conversational’ support, to manage your social presence, monitor and guide conversations, and stimulate interactions with your customers.
We improve your reputation and your image on social media through a social and digital strategy that translates your company values into an engaging brand experi-ence, consistent with your marketing and communication.
We create appealing, fun content for your customers, to encourage them to talk to you. We create and optimise an entire ecosystem – based on the latest marketing innovations – to match the expectation and behaviours of your consumers in a Web that is increasingly about relationships.
It is impossible to ignore social media today: now they make up a formidable target-ing tool for your display campaigns. We can help you buy advertising space in these media. And, finally, we can help you do all this by yourself, thanks to our training and coaching programmes.
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Creation (strategy analysis, concept, scenario, storyboard) / Pre-production (casting,
location, HMC…) / Studio & on-site shooting / Postproduction (editing, composition,
graphic design, sound design) / New media / 360° interactive videos
Webisodes / WebTV / Podcasting
EMAKINA / MOTION
CLIENTSActiris, Barilla, Beckaert, BIC, Boghossian, Bombardier Recrea-tional Products, Commission européenne, Conseil euro-péen, Delhaize, FIVB, Fortis, ING, Interbev, Jaeger LeCoultre, Kodak, Ladbrokes, Lindemans, Schweppes, SPF Économie, Union Bancaire Privée, Volk-swagen.
VERY FAST FORWARDEmakina / Motion is your One Stop Shop for audiovisual and radio production, a partner that helps you exploit the emotive and informative potential of audiovisual media and play with their interactive possibilities.
We are a team of more than twenty people: producers, directors, editors, sound engineers, com-posers, motion designers and 3D specialists. All of this talent is housed in its own integrated studio (offering recording, post-production and shooting facilities) at the Emakina site.
First, we undertake a strategic and creative analysis of what your project requires in terms of the audiovisual style, format, technique, tone of voice, and form of storytelling. Then we make up a team with the right skillset to design and produce your audiovisual content, going from pre-production (where we have four dedicated producers) to post-production, where we have an editing studio to add animation, motion design, 3D elements, and music, which we can com-pose and record ourselves.
TECHNOLOGICAL INNOVATION AND FLEXIBILITYWe create audiovisual experiences that generate a buzz through their style and their sub-stance: we bring stories to brands, and brands to stories. Our clients use our work for external or internal communication projects (like corporate or B2B communication), radio ads, interac-tive videos, television ads and podcasting.
We offer video content for innovative technical solutions and completely novel interactive ex-periences – virtual reality, 360° videos and streaming, for instance – to make your brand truly stand out from the competition.
Smartphone / Mobiles / Tablets / Apple Watch & Android Wear / IOS, Android
and Windows / Touchscreens / Gestured controlled development / Advergaming
EMAKINA / MOBILE
CLIENTSD’Ieteren, Deutsche Bank, De Lijn, Federal Mogul, European Commission, IWC, SESAR-JU, BILLA, REWE, Danone, Bun-desministerium für Finanzen, Starzinger, SwissPost.
ALWAYS, EVERYWHEREEmakina/Mobile is a team specialising in building the best user experience for mobile devices: from strategy to implementation, through design and application development, to mobile cam-paigns and optimised websites for smartphones and tablets.
In a growing mobile market, we help you conquer the challenges your brand faces when inter-acting with consumers on mobile platforms.
Customers want interaction ‘always, everywhere’, which means an ever-multiplying number of contact points via smartphones and tablets to ensure a smooth journey between the point of sale, websites and mobile applications. These should also take advantage of mobile’s special features: a permanent internet connection, push notifications, sensors and geolocation services.
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IoT / iBeacons / NFC / Bluetooth / Connected objects / Mobile Applications
EMAKINA / THINGS
CLIENTSJaeger-Lecoultre, Electrabel
INTERNET OF THINGSEmakina/Things, our newest centre of expertise, helps clients dive in to this modern era of the Internet of Things (or IoT). Going beyond the normal interaction between your brands and their customers, we aim to build intimate connections between your products, the internet and consumers.This close link manifests itself through our new ability to control all kinds of objects remotely, via the internet or mobile applications: you can turn on your lights from your smartphone, make sure your central heating is at the right level when you get home from work, find predictive information about the condition of your tyres and even analyse your sleep if you have a connected mattress. All of this is already available to the general public.Emakina/Things has the talent and expertise to develop applications and customised connected objects that will enrich your products and services, as well as the creativity to dream up interactive experiences using these objects in your brand communication.
Technical validation / Hosting solutions / Testing & monitoring 24/7
Service Level Agreement (SLA) / Streaming solutions
EMAKINA / OPERATIONS
CLIENTS10K Paris Centre, Accor, Astraze-neca, Audi, AXA, Barilla, Bavaria, BAWAK PSK e-business, BILLA, BNP Paribas Fortis, BPost, Brau Union, CAT, Caviar, Danone, Degroof, Delta Lloyd, Deutsche Bank, Digipolis, Donau Chemie, Electrabel, Ergo, EVN, Federal Mogul, FFG, FMK, Freeride World Tour, HEAD, HP, Hut-chison 3G Austria, Hyundai, ING DiBa, IP Plurimedia, IVM, Karl Lagerfeld, KPN Base, LGT, L’Oréal, Microsoft, MOT, Pewag, Philoro, Seat, SNCF, Starwood, Total, Volkswagen, ÖHV, Škoda.
FIVE STAR ACCOMMODATIONEmakina / Operations is a single point of contact that develops and maintains your infrastruc-ture and tracks your applications with a guaranteed 24/7 service.
We offer professional hosting services and application support for websites, web applications and databases, including technical validation, managing launches, plus testing and monitoring all elements from infrastructure to applications.
We use two data centres and cloud-based storage (Amazon AWS and Microsoft Azure) to minimize the risk of service interruption.
We pledge that your service will be available 99.5% to 99.9% of the time. We sign a contract with you guaranteeing the quality of our service (SLA), quick reaction time, flexibility and an extraordinary experience. We take full responsibility for our hosting solutions.
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CHAPTER 3AGENCIES
Emakina Group is an independent network of agen-cies in five different countries, which also serves customers around the world through its internatio-nal partners.
Emakina Group P. 49
Helping businesses succeed in their digital transformation P. 50
Partners P. 54
AGENCIES / P. 48 49
Our international presence means that we can truly unders-tand our customers, whatever their strategy and wherever they are based, and it also means we can cross-fertilize skills and experience across our different Emakina services.
Today, the network consists of five agencies:
• Emakina, operation in eight countries • Emakina.BE, based in Brussels, Belgium • Emakina.CH, based in Geneva and Lausanne, Switzerland • Emakina.FR, based in Paris and Limoges, France • Emakina.NL, based in Amsterdam, The Netherlands • Emakina.TR, based in Izmir, Turkey • Emakina.AT, based in Vienna & Salzburg, Austria and Zurich, Switzerland • Emakina.HR, based in Zagreb, Croatia • Emakina.SE , based in Stockholm, Sweden
• The Reference, based in Ghent, Belgium• Design is Dead, based in Antwerp, Belgium • Your Agency, based in Braine-l’Alleud, Belgium • Robert & Marien, based in Brussels, Belgium
This strategic alliance of creativity, technology and exper-tise makes the Emakina Group one of the three largest independent digital agency groups in Europe.
Ever since Emakina’s initial public offering (IPO) on the Alternext market in July 2006, we have developed across Europe to become a group of agencies based in 15 cities and serving customers worldwide.
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HELPING BUSINESSES SUCCEED IN THEIR DIGITAL TRANSFORMATION
The Internet plays a massive role in the way our society is evolving. It changes the way we interact, has an impact on global and local economies, helps spread democracy, has digitised the media and has changed the communication landscape forever.
In this Digital Age, consumers have taken the reins of power, with influence that they have never had before: they take brands as their own, and can make or unmake them. So in the face of this, brands need to turn to a new type of marketing agency. Agencies
that understand this world were born with the Web, so they are ‘digital natives’, fluent in its new language and type of thinking.
Emakina is a full service agency that has grown as the Internet has done. We constantly adapt our services to the latest in technology, we employ only the most talented people, and feed them on stimulating challenges. We fight alongside our clients and their brands to create real connections with today’s consumers.
AmsterdamBrusselsGenevaIzmirLausanneLimogesParisSalzburgStockholmViennaZagrebZurich
Emakina.BE, based in Brussels, is the original Emakina agency, and was born from a merger of Ex Machina and Emalaya in 2001. Brice Le Blévennec is founder and man-aging director. Its main clients are Electrabel, D’Ieteren, Starwood, Federal Mogul, Deutsche Bank, AstraZeneca, Education Above All, BNP Paribas Fortis, SNCF, AXA, Ergo and bpost.
Emakina.FR, the French agency based in Paris and Limoges, has Manuel Diaz as its president. Its main clients include Karl Lagerfeld, Orange, Bic, L’Oreal, Nike, i24news, Solaris, Unilever, Samsung Europe, IWC and SNCF.
Emakina.CH, the Swiss operation based in Geneva and Lausanne, dates back to the 2012 acquisition of Label.CH. Its managing partner is Arnaud Grobet and its main clients include FIVB, Jaeger LeCoultre, Société Générale de Surveillance, Swissquote Bank, Société de la Loterie Romande, Citroën Suisse and Orange Communications.
Emakina.NL, based in Rotterdam and Amsterdam, joined the group with the acquisition of SunTzu in 2007 and Relephant in 2013. The Dutch agency is led by Geert Ri-etbergen and among its main clients are Unilever, Lola & Liza, Rituals, Yves Rocher, Auping, Esprit, Marlies Dekkers, De Persgroep, Bonduelle and Suitsupply.
Emakina.TR, based in Izmir at the Turkish crossroads of Europe and the Middle East, joined our family in 2013 when Emakina acquired Relephant. Its main clients are: Yeniçarşım/Hepsiburada, Hürriyet Oto, Electroworld/ Bimeks, Hurriyet, Kliksa, Teknosa, Markafoni, De Bijenkorf, Suitsupply, Rituals, Europcar and Jack & Jones.
Emakina.SE, is Emakina’s new Swedish branch, follow-ing our 2016 acquisition of the Dempsey agency. The Stockholm-based founder and CEO of Dempsey, Joel Wahlstrom, is now head of Emakina.SE. Its main custom-ers are Unilever, Expekt, Seat, NCC and Hotel Insider.
Emakina.AT/HR, is Emakina’s new hub for central and eastern Europe, following the acquisition of the diamond:dogs|-group. It is led by that agency’s founder and CEO, Gerhard Handler. From its offices in Vienna, Salzburg, Zurich and Zagreb, it serves customers including BILLA, EVN, HEAD, Heineken/Brau Union, Hyundai, Merkur, Microsoft, Mister Green, Swisscom and SwissPost.
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The Reference (Ghent), founded in 1993, was the first Belgian web agency and one of the European pioneers in its field. From the word go, the agency combined technology and marketing to help its clients do their jobs better. Today, The Reference is a leading multi-channel agency that employs more than 100 highly qualified people.
The Ghent-based agency is unique because of its results-oriented approach, something that is summed up in its motto: it’s more than digital; it’s your business. The Reference takes its clients through a journey of strategic transformation to meet their objectives, thanks to its perfectly integrated areas of expertise: brand design, website building, e-commerce, marketing automation, marketing on search engines, analysis, mobile and tablets, and custom applications (to name just a few).
Your Agency (Waterloo). Thinking about customer marketing rather than product marketing, our daily bread and butter is establishing a dialogue between brands and their consumers. Your Agency is rooted in digital, print, and on-the-ground activation projects. We have a strong reputation in brand activation, creating brand loyalty and the advanced use of CRM tools. The modern consumer is assailed by offers on every side. The number of contact points between brands and consumers is exploding. So we create constant interactions to establish a new value chain in relationships between consumers and brands, interchannel relations that are always ready-to-go, on demand. We add quality content and services that always help our clients do better. By making brands service their consumers, we develop interactions that guide and strengthen consumer choices.
Robert & Marien (Brussels) is an independent media agency offering a comprehensive range of services. Our mission: to create media strategies, come up with smart tactics and negotiate advertising space online and offline.
Our strengths: transparency, experience and a close relationship with our clients.
Robert & Marien, Emakina’s media branch, is the first integrated media agency that can manage every aspect of advertising. It aims to enable advertisers to work in a complete media strategy from the very start of an ad campaign, and combine this with other ele-ments that contribute to the overall campaign success. This approach is based on three tenets: financial transparency, expertise, and close involvement with our customers. If new media are integrated from the start, the advertising scope reaches ever further, from television to poster campaigns, cinema, press and radio. Robert & Marien operates in all European countries, through the Icom Media network.
Design is Dead (Antwerp) is a well-established name in the field of the Web and design. In recent years, the company has evolved from a small band of talents to a top full service agency with a reputation for digital storytelling and innovative creations. Design is Dead is known for a strong aesthetic approach that creates an emotional bond between brands and their customers. Clients always leave Design is Dead with a campaign or project that will feed their vision and build their brand position. The Design is Dead signature is evident in every project, whether it is to develop a brand identity, strategy for social media, revo-lutionary animated film, website or an avant-garde, full service campaign.
PARTNERS
Beijing, Shanghai, Sydney and Auckland. Asia’s go-to agency for influential social marketing was the first to sign a partnership agreement with Emakina Group. Where others are limited to generic digital solutions, this agency has the level of Asian expertise to apply ideas about content marketing and de-velop engaging social media programmes and campaigns in a relevant way.
Barcelona. The Barcelona-based Spanish agency Bubblegum has a strong reputation for mass market and pharmaceutical communication. It offers its customers full service market-ing, with a touch of ‘scientific creativity’ in its campaigns. As a structural partner, Bubblegum brings a thorough knowledge of the Spanish market to Emakina’s international services.
Seoul, Shanghai, Tokyo and Vladivostok. Asiance is a mul-ti-lingual market leader through-out this large territory, which is also the world’s most developed IT market. This partnership strengthens the geographic scope of Emakina and Asiance, as well as our ability to tailor international projects to many local markets. Asiance’s digital DNA opens the way to col-laboration on strategy, online marketing, websites, applications and e-commerce.
Turin, Venice. Domino is an Italian interactive digital agency – and “proud to be so” – with offices in Turin and Venice. It has valuable experience in digital marketing and strategy development, plus that dash of Italian flair and know-how to add to Emakina’s international service.
London, Singapore, Seattle, Austin (Texas). Another name that is well known in international spheres, Metia Group has more than 200 experts and works across three continents. This London-grown agency is truly at the forefront of digital marketing. Its creative campaigns radiate beyond geographic borders; they are deployed systematically and accurately gauged. Its marketing services include designing and developing websites and mobile applications, creating social me-dia programmes, analysis, public relations and e-mail marketing.
Frankfurt, Munich, Prague, Berlin and Hannover. This stand-out full service digital agency is one of the European market leaders, and also shares its knowledge and vision with Emakina. It has 400 employees spread between five bases in Germany and one in the Czech Republic. Together they design and develop intelligent digital strategies for their clients, cre-ating platforms and applications that forge close links between consumers and brands.
Istanbul. Piramit is one of the top five independent advertising agencies in Turkey. Thanks to the new collaboration with Emakina, our customers now have access to a top Turkish consultant to offer strategic and local communication support in this changing market.
Emakina Group and its international partners want to be the go-to agencies for a world that has changed forever.
With our partners, we create consistent brand experiences that exploit the possibilities of digital to the full, on an inter-national scale.
Brands are increasingly looking for marketing solutions that go beyond national borders. To be effective, international strategic projects must be linked with local action. Organisations must position themselves more aggressively, on communication platforms aimed at specific markets, but also on a continental or global scale.
This is why Emakina Group joins forces with international groups who share our vision, whether they work in Europe, the US or Asia. Together these partners offer brands a com-mon and robust set of methods to beam their digital strategy across borders.
These partners are recognised leaders in the field of digital marketing. They have all the skills to design and create ex-traordinary brand experiences, spark conversations, manage communities, inform clients, influence decision makers and escalate online sales.
SinnerSchrader Bubblegum Asiance Metia Group Piramit DominoDigital Jungle
AGENCIES / P. 5 4 55
CHAPTER 4FINANCIAL INFORMATION
Find out about our company’s regulatory information
Corporate governance, management and controls P. 58
Financial data P. 77
FINANCIAL INFORM ATION / P. 58 59
This section focuses on Emakina Group’s implementation of good governance rules in 2015, following the recommendations of the Belgian Corporate Governance Code. It is important to remember that since Emakina Group is a company listed on the Brussels Alternext (an unregulated market), it is not actually subject to the code, because it is not a ‘listed’ company as defined in the Company Code (Code des societies, Art. 4).
The management of Emakina voluntarily decided to adopt a Corporate Governance Charter in 2006 (last modified on 19 March 2015). This is largely inspired by the provisions of the Belgian Corporate Governance Code, but does not meet all obligations for companies listed on a regulated market.
Emakina Group statutes and shareholding P. 60
Structure of Emakina Group P. 62
Board of directors P. 64
• Report on activities P. 64
Board of directors’ committees P. 70
• General P. 70
• Audit committee P. 70
• Nomination and remuneration committee P. 70
Executive committee P. 71
• General P. 71
• Chief Executive Officer (CEO) and Managing Director P. 71
• Composition of the executive committee P. 71
Compensation of directors and the executive committee P. 71
• Non-executive directors P. 71
• Executive directors (executive committee) P. 71
Shares held by non-executive directors and members of the executive committee P. 72
• Shares held by the non-executive directors P. 72
• Shares held by members of the executive committee P. 72
The auditor P. 73
Conflicts of interest among directors, operations and executive committee members with affiliates P. 73
Corporate governance charter P. 73
Relationships with affiliates P. 74
Relationships with significant shareholders P. 74
Compliance with legislation on insider dealing and market manipulation (market abuse) P. 75
Main features of the company’s internal control systems during the process of preparing financial information P. 75
CORPORATE GOVERNANCE, MANAGEMENT AND CONTROLS
FINANCIAL INFORM ATION / P. 60 61
EMAKINA GROUP STATUTES AND SHAREHOLDING
The significant interest held by Mr Pierre Gatz was the subject of a transparency declaration on 13 December 2010, in accordance with legislation (Royal Decree of 14 December 2006 for the Al-ternext market).
On 31 December 2015, Emakina Group held a balance of 7,868 of its own shares from a buyback plan for 66,750 OTC (off-exchange traded) shares which occurred in April 2015. This was intended
to provide equity renumeration for liabilities relating to former shareholders of certain subsidiaries.
In accordance with obligations related to transparency (Article 15 of the law of 2 May 2007), the capital and the number of securities conferring voting rights were published on 8 June 2015, following the capital increase made on 2 June 2015.
Following stock option plans in 2011 available to members of staff, consultants and directors of the company or of its subsidiaries, 38,440 warrants were issued on the following conditions. A total of 500 of these were exercised in May 2015.
For information purposes, the market capitalisation of Emakina Group totalled €44,773,559.50 on 31 December 2015.
SHAREHOLDERS SHARES %
M. P. Gatz 1,139,030 29.256
Two4Two SA 629,326 16.164
M. D. Steisel 609,718 15.660
M. B. Le Blévennec 609,718 15.660
Others 377,039 9.684
Tarraco Holding SARL 296,052 7.604
M. J. Deprez 73,320 1.883
M. F. Desonnay & Sofrin SPRL 63,837 1.640
Mediadreams SA 44,720 1.149
Zenyo SPRL 42,725 1.097
Emakina Group SA 7,868 0.202
TOTAL : 3,893,353 100
DATE OF INCREASE
NATURE TYPEINCREASE
(EUR)
N° OF SHARES
CREATED
SHARE PREMIUM
(EUR)
AUTHOR-ISED
CAPITAL (EUR)
TOTAL N° OF SHARES
14 July 2009
Contribution in kind
Authorised share capital
89,257.96 37,175 245,317.04 8,395,670.14 3,496,708
1 July 2010
Contribution in kind
Authorised share capital
120,593.68 50,226 376,643.72 8,516,263.82 3,546,934
1 July 2010
Contribution in kind
Authorised share capital
600,099.20 249,935 1,874,257.30 9,116,363.02 3,796,869
15 July 2011
Contribution in kind
Authorised share capital
28,562.55 11,896 89,207.45 9,144,925.57 3,808,765
15 July 2011
Contribution in kind
Authorised share capital
59,963.10 24,974 172,044.90 9,204,888.67 3,833,739
15 July 2013
Contribution in kind
Authorised share capital
102,187.80 10,322 77,415.00 9,229,661.47 3,844,061
02 june 2015
Contribution in kind
Authorised share capital
118,30.80 49,292 335,185.60 9,347,926.27 3,893,353
N° OF WARRANTS STRIKE PRICE EXERCISING PERIOD
Stock-option plan 2011 37.940 7,49 May 2015 and May 2016
The history of capital in the last five financial years is summarised below:Emakina Group is a public limited company under Belgian law, with its registered office at 64A rue Middelbourg, 1170 Brussels, Belgium. Its statutes (the most recent dated 15 July 2013) are available on its website at the following address: www.emakina.com, in the ‘financial’ section. Since 14 July 2006, the shareholding of Emakina Group has been listed on
the Alternext Brussels, organised by Euronext. On 31 December 2015, the capital of Emakina Group amounted to €9,347,962.27.
This is made up of 3,893,353 shares, corresponding to the total voting rights (or ‘denominator’) and is broken down as follows:
STRUCTURE OF EMAKINA GROUP
During the 2015 financial year, Emakina Group’s scope of consolidation changed as follows:
• Toy Agency SARL merged with Emakina.FR SA on 1 January 2015;
• The interest held by Emakina Group SA in Emakina.NL increased from 54.5% to 67.8% on 30 June 2015 following the buyback of shares from former minority shareholders;
• The interest held by Emakina Group SA in Emakina.NL de-creased from 67.8% to 65.5% on 2 July 2015 following the exercise of an option by a minority shareholder;
• Emakina Group SA acquired 100% of the DD-Group Beteili-gungs GmbH, headquartered in Vienna, on 18 September 2015. This group has six subsidiaries (see group structure).
For information purposes, following the closure of accounts on 20 January 2016, Emakina Group acquired 100% of capital in the agency Dempsey, headquartered in Stockholm.EMAKINA GROUP
On 31 December 2015, Emakina Group consisted of 17 legally separate entities, whose holdings are described below:
EMAKINA.BE SA
EMAKINA.FR SA
EMAKINA / INSIGHTS SPRL
EMAKINA.NL BV
EMAKINA.CH SA
EMAKINA BILGISAYAR YAZILIM LTD. ŞTI. (EMAKINA TURKEY LTD)
THE REFERENCE NV
DESIGN IS DEAD BVBA
YOUR AGENCY SA
Held at 100% by Emakina BV
Held at 100 %
Held at 64%
Held at 65,5%
Held at 100 %
Held at 100 %
Held at 100 %
Held at 100 %
Held at 100 %
Held at 25 %
Held at 100 %
Held at 100 % by DIAMOND:DOGS WEBCONSULTING
GMBH
Held at 75,20% by DIAMOND:DOGS WEBCONSULTING
GMBH
Held at 74% by NEW MEDIA HOLDING
GMBH
Held at 100 % by DIAMOND:DOGS WEBCONSULTING
GMBH
ROBERT & MARIEN SPRL
DDGROUP GMBH*
Held at 100 % by DDGROUP GMBH
DIAMOND:DOGS WEBCONSULTING GMBH Held at 100 % by DDGROUP GMBH
NEW MEDIA HOLDING GMBH
DIAMOND:DOGS SWITZERLAND GMBH
NETLOUNGE INTERNET MEDIA SERVICES GMBH EMAKINA.HR
ONLINEZONE ADVERTISING GMBH
* The subsidiary was renamed Emakina.AT from the beginning of 2016.
All subsidiaries are consolidated using a global integration method, recognising minority interests, with the exception of
the company Robert & Marien, whose shareholding is classified as ‘other investments’ (see subsequently).
*In January 2016, Emakina took over the Swedish digital marketing agency Dempsey, based in Stockholm.
LIMOG ES
G ENE VA
IZMIR
PARIS
BRUSSELBR AINE-L’ALLEUDG HENT
ANT WERPEN
A MS TERDA M
Z AG REB
VIENNA
S TOCKHOLM*
L AUSANNE
SAL ZBOURG
ZURICH
FINANCIAL INFORM ATION / P. 62 63
BOARD OF DIRECTORS
REPORT ON ACTIVITIESThe board of directors met four times in 2015. They discussed and resolved the following issues:
• approval of the annual accounts and interim financial statements;
• approval of press releases;
• approval of budgets;
• development strategy: review and approval of acqui-sition records, strategic and commercial partnerships;
• monitoring aspects of cash and working capital needs;
• monitoring the work of the audit, nomination and re-muneration committees;
• analysis of the group’s performance for the year on the basis of financial, commercial and operational ‘key performance indicators’;
• appointments and reappointments of directors;
• monitoring risk management policy;
• monitoring the integration of subsidiaries and imple-menting ERP ‘Navision Dynamics’ within the group;
• convening the General Meeting of shareholders.
THOSE PRESENT, AND MEETING RATE ATTENDANCE
• President: Denis Steisel 4/4;
• Executive members: John Deprez 4/4, Karim Chouikri 4/4, Pierre Gatz 4/4; Brice Le Blévennec 4/4;
• Non-executive members: Denis Steisel 4/4, François Gillet 4/4, VAPM Consulting represented by Pierre-Michel Cattoir 4/4, Daisy Foquet 4/4, Anne Pinchart 4/4.
The board of directors is composed of nine members who all, in the course of their duties, have elected their domicile at the company’s registered office.
ADMINISTRATORS EXECUTIVE NON-EXECUTIVE INDEPENDENT DATE OF END OF TERM
Mr D. Steisel General meeting 2018
Mr B. Le Blévennec General meeting 2018
Mr K. Chouikri General meeting 2017
Mr J. Deprez General meeting 2018
Mr P. Gatz General meeting 2017
Mr F. Gillet General meeting 2017
VAPM Consulting, represented by Mr P.-M. Cattoir
General meeting 2017
Mrs A. Pinchart General meeting 2018
Mrs D. Foquet General meeting 2018
Mr Brice Le Blévennec has been a director of the company since 2001. In 2006, he became Chief Visionary Officer of Emakina Group and was elected Chairman of the Board of Directors. In 2012, he succeeded Denis Steisel as managing director of Emakina.BE. In January 2014, he was appointed joint CEO in charge of Emakina Group, with Mr. Karim Chouikri.
In 1991 he founded Ex Machina, a company working in desktop graphics and multimedia production. He won many projects and built on this success, then in 1998 created the companies Ex Machina Graphic Design (a graphic design studio) and Ex Machina Interactive Architects (a web agency, which would merge with Emalaya in 2001). In 1999, he co-founded Net-Business (now ContactOffice-Group), which develops the groupware contactoffice.com.
For 12 years Brice Le Blévennec created and hosted radio and television programmes, including CyberCafe21 (Radio21) CyberCafe 2.0 (RTBF La Deux) NetBusinessNews (BFM), Single (Pure FM) and She and Him (Pure FM). In 2007, he co-founded tunz.com, a company specialising in mobile payments.
As a specialist in new technologies, he is regularly invited to speak at seminars, congresses and conferences in Belgium and abroad.
Mr Le Blévennec is or has been a director or manager at the following companies in the past five years:
Emakina Group*, ContactOffice Group*, Ex Machina Television*, Ex Tempore, Emakina.BE*, Emakina.FR, Emakina / Media, Ex Cathedra, Tunz.com, Ex Cursus*, Emakina.CH*, Your Agency, Emakina.NL*.
BRICE LE BLÉVENNEC
* current positions
FINANCIAL INFORM ATION / P. 6 4 65
Mr Karim Chouikri has been a director of the company since March 2006.
He is a sales specialist (École de Commerce Solvay, 1994). As a shareholder, director or consultant, he has helped develop various companies involved in new technology, internet business, media and marketing.
Since 2013, he has been academic director of the EMM/CEPAC Solvay Brussels School.
At the beginning of January 2014, he was appointed joint CEO of Emakina Group with Mr Brice Le Blévennec, replac-ing Mr Denis Steisel, who became chairman of the board of directors.
He is or has been a director of the following companies in the past 5 years: Emakina Group*, Mediadreams*, Netholding*, Netcapital, B.C.I.* and Property Dreams*.
Mr John Deprez has been on the company’s board of directors since 2001.
An industrial engineer by training, and graduate in management, Mr Deprez joined Emakina in May 2001 as an executive manager.
He is responsible for the activities and projects of the subsidiaries Design is Dead and The Reference, as well as more technical projects in the group.
Mr Deprez has led important projects for key clients such as BNP Paribas Fortis, Brussels Airlines, Delta Lloyd Life, KPN Belgium Group, and BRADY Corporation as project manager or as technology and development manager in the group.
Before joining Emakina, he worked at Alcatel and The Reference.
Mr Deprez is or has been a director or manager of the follow-ing companies in the last five years: Emakina Group*, Ant-werp CD Center*, ACDC Holding, Emakina.BE*, Emakina.EU, The Reference*, Emakina.NL, Design is Dead*, ACDC*, Nvidea.
KARIM CHOUIKRI JOHN DEPREZ
Mr Pierre Gatz has been a director of the company since April 2009.
Between 1986 and 2004, Mr Pierre Gatz was a director and partner at Bureau van Dijk Electronic Publishing, an electronic publishing company that he co-founded. He developed several innovative technologies, including search engines for CD-Rom and the internet. He also built commercial activities in Europe and the United States.
In 2004 and 2005, Mr Pierre Gatz worked as a technology con-sultant for various private equity firms in London and New York.
From July 2005 to June 2010, Mr Pierre Gatz was Chief Tech-nology Officer at Truvo and editor of the Pages d‘Or and Pages Blanches (telephone directories) in Belgium, Ireland, Portugal, Romania, South Africa and Puerto Rico.
Mr Pierre Gatz is or has been a director or manager at the following companies in the last five years: Emakina Group*, Emakina.CH*, Emakina.NL*, Your Agency*.
PIERRE GATZ
Mr Denis Steisel has been a director of the company since 2000.
He graduated from the Catholic University of Leuven in Eco-nomic Science. He began his career as an SAP specialist, worked as Business Unit Manager at Econocom, then co-founded Expert Finance Consulting before devoting himself to the internet and e-commerce.
In 1998, he founded Make it Happen, known since 1999 as Emalaya and today as Emakina.BE.
Between 2001 and the end of 2013, Mr Steisel was CEO of the company, and one of the people responsible for business development within the Emakina Group.
From the 1st January 2014, Mr Denis Steisel has been a non-executive chairman of Emakina Group’s board of directors.
He is also a director of the ‘Entrepreneurs’ Network Brussels’ (Réseau Entreprendre Bruxelles), which supports entrepre-neurialism.
Denis Steisel is or has been a director of the following companies: Emakina Group*, Emakina.BE, Design is Dead, Emakina.NL, Emakina.FR, Your Agency, The Reference.
DENIS STEISEL
* current positions * current positions
FINANCIAL INFORM ATION / P. 66 67
Mr François Gillet has been a director of the company since 2006.
He graduated in 1983 with a degree in commercial engineering and management. The following year joined the ‘Union Minière’, where he was deputy Chief Financial Officer, responsible for financial aspects of acquisitions, strategic plans and specific projects.
In 1988 he joined the financial holding company Sofina, where he is currently Chief Investment Officer and part of the ma-nagement group. There, he is responsible for monitoring and acting as director for several investments, including Colruyt, Luxempart, and Deceuninck. He is also responsible for private equity activities in Benelux, tracking Sofindev, Bencis and Water-land funds, as president, director or a member of shareholder committees. He is a member of several audit, nomination and remuneration committees.
In addition to his management training at the IAG, during which he participated in an exchange programme with the University of Western Ontario (Canada), he took the Cepac (ULB) programme and various management programmes at INSEAD. He studied tax at the École de Commerce Saint Louis.
FRANÇOIS GILLET
Mrs Daisy Foquet has been a director of Emakina since March 2011.
She graduated from l’École de Commerce, Solvay in 1994 with a commercial engineering business degree and began her career at Banque Indosuez in Brussels. In 1996, she joined JP Morgan Investment Management in London.
Mrs Daisy Foquet spent the following 12 years in financial ma-nagement in London as an analyst covering companies in the consumer sector. Mrs Foquet then worked for Dresdner RCM, Putnam Investment Management and Generation Investment Management, a management company established by Al Gore, the former US vice president, which looks at financial analysis and sustainable development issues.
In 2008, Mrs Foquet joined Nestlé in Vevey (Switzerland) as director of financial communications.
In 2010, she moved to Boston. Since then, she has offered local start-ups her services in constructing financial models and formalising budgets and reporting. In 2014, she returned to London, where she continues to offer her services to local and foreign start-ups.
DAISY FOQUET
Mr Pierre-Michel Cattoir has been an independent director of the company since May 2009.
He trained as a civil engineer in applied mathematics at the Catholic University of Leuven and then took an MBA from Cornell University in New York.
He has extensive international experience of implementing technology and media projects.
From 1988 to 1996, Mr Pierre-Michel Cattoir had various roles in merchant banking at Banque Bruxelles Lambert, spending several years abroad in Paris and Sydney.
He then joined McKinsey & Company in Brussels. For four years, he has worked on various projects in Benelux as a consultant and project manager.
In December 2000, Mr Pierre-Michel Cattoir joined the Brus-sels office of Egon Zehnder International, which assesses and recruits business leaders. He has been a partner there since 2005 and specialises in technology, communications, media and energy.
PIERRE-MICHEL CATTOIR
Mrs Anne Pinchart has been a director of the company since March 2011.
She has a degree in commercial and consular sciences (ICHEC 1986). Since September 2008, she has been a lecturer in ma-nagement, financial management and risk management at the Haute École EPHEC in Brussels. At the same time, she has been working as an independent consultant in credit risk and senior management. In June 2012, she obtained a degree as an Executive Master in Business Coaching; using this knowledge, she now regularly takes part in training sessions for executives and managers of companies.
Mrs Anne Pinchart has extensive experience in banking, espe-cially in the area of risk management. She began her career at Citibank Belgium SA in 1988 as a junior credit officer. After 2 years at Citibank Luxembourg, she worked in various credit and risk roles.
In 1995, she was appointed credit director for Citibank Belgium and France, and is a member of its executive committee. In 2004, she became member of the board of directors of Citibank SA, managing risk for the entire bank in her role as country risk manager.
ANNE PINCHART
FINANCIAL INFORM ATION / P. 68 69
BOARD OF DIRECTORS’ COMMITTEES
GENERALThe board of directors of Emakina Group creates specialised committees to help its work. Committees are only advisory bodies and powers of decision-making remain the collective responsibility of the board of directors.
In 2006, the board had three special committees, choosing members from within the board: an audit committee, remune-ration committee and nomination committee.
On 18 March 2008, the board of directors decided (as permitted by its statutes) to merge the remuneration and nomination committees.
AUDIT COMMITTEEThe audit committee’s role is to assist the board of directors in upholding the financial integrity of the company, overseeing financial reporting, internal and external auditing, internal controls and financial relationships between the company and its shareholders.
Members of this committee have extensive powers of investi-gation, identical to the legal powers of the auditor.
During 2015, the audit committee met four times and worked on:
• analysis of the annual accounts and consolidated financial statements, and auditor’s report;
• analysis of interim financial statements;
• discussion of audit findings with the auditor;
• review of press releases;
• internal financial and operational control and risk manage-ment through the analysis of ‘key performance indicators’, such as a specific project by EY on risk management;
• monitoring the formalisation and adherence to internal procedures for financial closures and financial reporting;
• following up on the advice and recommendations of the external auditor;
• cash management and optimisation of working capital needs;
• monitoring the implementation of the Dynamics Navision 2009 ERP project in the group (in Switzerland) and the implementation of ‘HRWeb’ software for Belgium;
• monitoring the integration of new acquisitions in terms of internal processes;
• monitoring the valuation of investments in subsidiaries.
COMPOSITION AND RATE OF MEETING ATTENDANCE:
Chair: Mr François Gillet 4/4
Members: Mrs Anne Pinchart 4/4, Mrs Daisy Foquet 4/4.
The joint-CEO Mr Karim Chouikri and CFO Mr Frédéric Deson-nay attended all four committee meetings in 2015 as guests.
The Audit Committee consists of three members who are all non-executive directors and the majority of whom are independent.
NOMINATION AND REMUNERATION COMMITTEEThe nomination and remuneration committee is formed from the board of directors and is responsible for:
• making recommendations on the appointment of directors;
• ensuring that appointments and re-elections are organised objectively and professionally;
• making recommendations on individual remuneration for executives, including bonuses and long-term incentives (such as stock-options);
• issuing recommendations on human resources and em-ployee compensation policies;
During 2015, there was one meeting of the nomination and remuneration committee, which discussed the following topics:
• remuneration policy for executive directors;
• remuneration policy for staff;
• human resources policy.
COMPOSITION AND RATE OF MEETING ATTENDANCE:
Members: VAPM Consulting represented by Mr Pierre-Michel Cattoir 1/1, Mrs Daisy Foquet 1/1, Mrs Anne Pinchart 1/1.
The nomination and remuneration committee consists of three members who are all non-executive, independent directors.
EXECUTIVE COMMITTEE
GENERALThe board of directors has appointed a managing director who is assisted by the executive directors: together, they form the executive committee. The regulation of its procedures is decided by the board of directors. The executive committee is not a management committee within the meaning of Article 524b of the Companies’ Code.
CHIEF EXECUTIVE OFFICER (CEO) AND MA-NAGING DIRECTORThe board of directors named a managing director at the first meeting that followed the start of trading in July 2006, and this was Mr Denis Steisel. The nomination could be revoked.
The board also named him CEO. He was ultimately responsible for company management and implementation of the board’s decisions regarding strategy, planning, values and budget ap-proved by the board. The managing director is appointed by the board and responsible for daily management of the company.
From 1 January 2014, the role of CEO has been given to Mr Brice Le Blévennec and Mr Karim Chouikri.
The CEO leads and supervises different central departments and units of the Emakina Group and reports back to the board on their activities.
COMPOSITION OF THE EXECUTIVE COMMITTEEThe executive committee, set up by the board, is responsible for the management of group activities in terms of overall policy as defined by the board of directors.
It has decision-making powers and the authority to represent the company in relationships with staff, customers, other credit institutions, the social and economic environment and the authorities. It also has decision-making and representation powers in dealing with subsidiaries.
• On 31 December 2014, the executive committee was composed of five members:
• Mr Brice Le Blévennec (CEO and Chief Visionary Officer);
• Mr Karim Chouikri (Chief Executive Officer);
• Mr John Deprez (Chief Technology Officer);
• Mr Pierre Gatz (Executive Director);
• Mr Frédéric Desonnay (Chief Financial Officer).
COMPENSATION OF DIRECTORS AND THE EXECUTIVE COMMITTEE
NON-EXECUTIVE DIRECTORS The board of directors decided on annual compensation of €65,000 for all non-executive directors. Directors who are members of the audit committee also receive €1,000 for each meeting they attend. Directors who are members of the remuneration and nomination committee, receive €500 for each meeting they attend.
EXECUTIVE DIRECTORS (EXECUTIVE COMMITTEE) The total amount paid by the company to executive directors rose in 2015 to €1,281,621. Excluding statutory pay required by labour law, the company is not liable to pay any amount if a member of the executive committee is dismissed.
FINANCIAL INFORM ATION / P. 70 71
SHARES HELD BY NON-EXECUTIVE DIRECTORS AND MEMBERS OF THE EXECUTIVE COMMITTEE
NON EXECUTIVE DIRECTORS DIRECTLY HELD SHARESSHARES HELD INDIRECTLY
OR TRANSITIVELY
N° of sharesPercentage of capital
N° of sharesPercentage of capital
Mr Denis Steisel 609,718 15.66% 0 0.00%
VAPM Consulting, represented by Mr Pierre-Michel Cattoir*
0 0.00% 0 0.00%
Mr François Gillet* 200 0.00% 0 0.00%
Mrs Anne Pinchart* 0 0.00% 0 0.00%
Mrs Daisy Foquet* 0 0.00% 0 0.00%
* Independent directors
SHARES HELD BY MEMBERS OF THE EXECUTIVE COMMITTEE
* The Two4Two company is a holding company owned 100% by Mediadreams. Mediadreams is a holding company in which Mr Karim Chouikri owns a 29.9% share. Two4Two’s total holding in Emakina is 629,326 shares. Mediadreams owns 44,720 shares in Emakina. The figure of 201,869 is Mr Chouikri’s transitive participation in Emakina, obtained by multiplying 629,326 by Mediadreams’ ownership of Two4Two, and Mr Chouikri’s share in Mediadreams, to which is added 44,720 multiplied by Mr Chouikri’s ownership of Mediadreams, plus 330 shares held through another company.
NON EXECUTIVE DIRECTORS
DIRECTLY HELD SHARES
SHARES HELD INDIRECTLY OR TRANSITIVELY
N° of sharesPercentage of capital
N° of sharesPercentage of capital
Mr B. Le Blévennec 609,718 15.66% 0 0.00%
Mr J. Deprez 73,320 1.88% 0 0.00%
Mr K. Chouikri 0 0.00% 674,377/201,869* 17.32%/5.18%
Mr P. Gatz 1,139,030 29.26% 0 0.00%
3,893,353 TOTAL SHARES
THE AUDITOR
Since 17 March 2006, the company auditor has been Ernst & Young Réviseurs d’Entreprises SCCRL based at De Kleetlaan 2, 1831 Diegem and represented by Mr Eric Golenvaux, a partner. On 20 March 2006, Ernst & Young Réviseurs d’Entreprises SCCRL was also appointed auditor of the Belgian subsidiary, Emakina.BE, and its mandate was renewed in 2008 and 2011 and 2014 for three years.
In 2008, Ernst & Young Réviseurs d’Entreprises was appointed auditor of the Belgian subsidiaries Design is Dead and The Reference and its mandate was renewed in 2009, 2011 and 2014 for 3 years. In 2013 Ernst & Young Réviseurs d’Entreprises was appointed auditor of the Belgian subsidiary Your Agency for three years.
In 2015, Ernst & Young Réviseurs d’Entreprises was appointed auditor of the Belgian subsidiary Emakina/Insights for three years.
Ernst & Young Réviseurs d’Entreprises SCCRL is represented by Mr Eric Golenvaux, partner and is also responsible for the checks and certification of the company’s consolidated financial statements. The three year term (for the financial years ending 31 December 2014, 2015 and 2016) was renewed at the 2014 AGM, on the recommendation of the audit committee.
The fees for these services for the company and its subsidiaries amounted to €71,000 for the 2014 financial year.
During the financial year, the auditor also gave the company special tax advice on increasing capital, for which the fees were €12,000. Another piece of advice on risk management was given by a company linked to the auditor, for which thefees amounted to €16,500.
The board of directors does not have an established policy for transactions and other contractual relationships between the company, including affiliated companies and directors or executive managers, other than those covered by legal conflict of interest provisions (article 523 of the company code).
However, the directors are required to ensure transactions between themselves and the company are concluded under normal market conditions.
During the 2015 financial year, there were occasional and spo-radic contractual operations between Emakina Group and/or affiliates and (ii) one or more executive directors.
These contractual operations are insignificant since the total value of benefits provided to these directors via the transac-tions was not more than 0.5% of the company’s consolidated revenue. They were concluded under market conditions.
CONFLICTS OF INTEREST AMONG DIRECTORS, OPERATIONS AND EXECUTIVE COMMITTEE MEMBERS WITH AFFILIATES
SHARES HELD BY THE NON-EXECUTIVE DIRECTORSThe table below shows shares directly or indirectly held by directors who were not members of the executive committee on 31 December 2015.
Under the stock-option plans of 2011, 17.180 warrants were allocated to the executive directors at an exercise price of respectively €7.49.
The table below shows shares held directly or indirectly by executive directors on 31 December 2015.
CORPORATE GOVERNANCE CHARTER
In 2006, Emakina Group’s board of directors decided to adopt a voluntary corporate governance charter, largely inspired by the provisions of the Belgian code of corporate governance, but which does not fulfil all of its obligations for listed firms on a regulated market.
So, the company has adopted an appropriate charter with the rationale of ‘comply or explain’.
The charter is available at www.emakina.com under the ‘financial’ section and can be obtained free of charge at the company’s registered office.
This charter is regularly updated. The board made its most recent changes on 19 March 2015.
FINANCIAL INFORM ATION / P. 72 73
Emakina is listed on the Alternext Brussels, so it is not a listed company in the sense of article 4 of the Companies’ Code. Article 524 of the Companies Code – which outlines a special procedure around the relationship between the company and any related company (other than its subsidiaries) – does not apply to Emakina.
However, the management ensures that these kinds of ope-rations and decisions with related companies are reached in normal market conditions and with normal guarantees for similar transactions.
RELATIONSHIPS WITH AFFILIATES
RELATIONSHIPS WITH SIGNIFICANT SHAREHOLDERS
Current trade and business relations between shareholders and their affiliates and the company and its subsidiaries include relationships between shareholder-managers’ management companies and Emakina.
Amounts charged by shareholder-managers to the company and its subsidiaries are included in the amounts listed on page 69 of this section of the report for the 2015 financial year, and are determined by the board of directors on the recommendation of the nomination and remuneration committee. In addition, the company and its subsidiaries occasionally use the services of companies that indirectly have common shareholders with the company. These services are not significant for Emakina. The contracts are concluded under market conditions.
Business growth and changes in the scope of consolidation of society have led naturally to greater formalisation and strengthening of the procedures relating to the establish-ment of financial information (the importance of financial reporting and deadlines, for example).
As a result, the system of internal controls within the Group has been strengthened in recent years by the following measures:
• implementing a centralised management system for operational and financial processes (ERP: Navision Dyna-mics) which offers managers an oversight of operational aspects and financial results in the making. This integrated system, introduced early in 2008 and implemented in almost all entities of the group in 2010, is the main form of internal control;
• setting up ‘integrated’ and standardised management for current projects and recognising revenues, which has improved the reliability of key processes;
• formalising and systematically documenting the main control procedures performed by the accounting department;
• establishing monthly financial reporting, standardised with and on the same interface as the central management tool;
• establishing a monthly report tracking cash flow within the Group;
• formalising payroll management and the administration of human resources through a new tool called HRWeb;
• integrating a ‘cash management’ tool throughout the Group.
MAIN FEATURES OF THE COMPANY’S INTERNAL CONTROL SYSTEMS DURING THE PROCESS OF PREPARING FINANCIAL INFORMATION
COMPLIANCE WITH LEGISLATION ON INSIDER DEALING AND MARKET MANIPULATION (MARKET ABUSE)
Emakina aims to comply with Directive 2003/6/EC on insider dealing and market manipulation (market abuse).
During 2015, the directors were forbidden from conducting transactions in company securities during the period prece-ding the publication of its financial results (closed period) and during any other period considered sensitive (blackout). The list of insiders was kept up to date by the board of directors throughout 2015.
Finally, on 19 March 2015, the board of directors designated Mr Frédéric Desonnay as compliance officer (according to our charter and the Belgian code of corporate governance), responsible for monitoring compliance with these rules (closed periods and blackout).
FINANCIAL INFORM ATION / P. 74 75
This chapter contains the consolidated financial statement of Emakina Group at 31 December 2015, with comparative figures from 31 December 2014. It compares the statutory annual accounts of Emakina at 31 December 2015 with those of 31 December 2014.
The annual and consolidated accounts of Emakina Group for 2015 were presented to the General Meeting of shareholders on 22 April 2016, after being approved by the board of directors on 17 March 2016.
Management report P. 78
• Presentation of Emakina Group’s highlights of the year and changes in activities P. 78
• Comments on the consolidated financial statements of Emakina Group P. 79
• Comments on the statutory annual accounts of Emakina Group P. 81
• Risk analysis P. 82
• Outlook for 2016 P. 83
• Conflicts of interest between the directors and the company P. 83
• Legal information regarding the transposition of the OPA Directive P. 84
• Capital increase in the authorised capital (Art. 608 Companies Code.) P. 84
• Suppression of the shareholders’ preferred subscription right on the release of warrants in the Emakina Group company P. 85
• Research and development activities P. 85
• Branches of the company P. 85
• Proposed appropriation of profits P. 85
• Exemption granted to the directors and the auditor P. 85
Consolidated accounts at 31 december 2015 P. 86
• Consolidation scope P. 86
• Consolidation method P. 86
• Consolidated balance sheet established according to Belgian accounting standards (Belgian GAAP) P. 87
• Consolidated accounts established according to Belgian accounting standards (Belgian GAAP) P. 88
• Cash flow statement (EUR) P. 91
• Balance sheet indicators (EUR) P. 92
• Notes to the consolidated accounts P. 93
• Summary of consolidated valuation rules P. 104
Statutory annual accounts of Emakina Group SA P. 106
• Statutory balance sheet established according to Belgian accounting standards (Belgian GAAP) after appropriation P. 106
• Statutory income statement established according to Belgian accounting standards (Belgian GAAP) P. 108
Auditor’s report P. 110
• Statutory auditor’s report to the general meeting of shareholders of Emakina Group SA on the consolidated financial statements for the year ending 31 December 2015 P. 110
• Statutory auditor’s report to the general meeting of shareholders of Emakina Group SA on the annual accounts for the year ending 31 december 2015 P. 111
Statement from the company’s directors P. 112
Investor relations P. 112
Share price fluctuation in 2015 P. 113
FINANCIAL DATA
FINANCIAL INFORM ATION / P. 76 7 7
MANAGEMENT REPORT
This report is a management report on the consolidated finan-cial statement combined with a management report on the statutory accounts of Emakina Group according to article 119 of the Companies’ Code (final paragraph).
NOTABLE EVENTS AND CHANGES IN ACTIVITIES AT EMAKINA GROUP IN THE FINANCIAL YEAR
STRONG GROWTH IN SALES OUTSIDE BELGIUM
Emakina Group’s consolidated sales rose from €56,135,588 in 2014 to €70,340,217 in 2015, an increase of 25.3% (+20.6% at constant scope).
Customer revenue from ‘outside Belgium’ represented 57% of total consolidated sales in 2015, compared to 50% a year earlier. Belgian sales also increased by 7% in 2015.
Emakina’s intention is to expand more widely into Europe to provide the best service there for its international clients. The most recent examples of this were the acquisition of communi-cation agency diamond:dogs|group in Vienna, Salzburg, Zurich and Zagreb in September 2015, and of the Stockholm-based Dempsey agency in January 2016.
In 2015, many new national and international customers part-nered with one of Emakina Group’s agencies. To name a few, these included: AstraZeneca, Bosch Siemens, Celio, Square Habitat, Cofely (Engie) Crea Geneve, Credit Mutual Arkéa, De Lijn, European Defence Agency, Floris van Bommel, Generali, Goodman, Greentube, Hypo NÖ, Jimmy Choo, Kenwood, Kiala (UPS), Lola & Liza, Markafoni, Melexis, Merck, Merkur Markt (REWE) Vecos, WE Fashion and Alès Group brands such as Caron, Phyto and Lierac.
RISE OF 50% IN EBITDA
Operating profit before depreciation (EBITDA) in 2015 hit €6,069,790 (€5,485,000 at constant scope), compared with €4,053,307 in 2014. Expressed as a percentage of total sales, EBITDA rose from 7.2% to 8.6% (8.1% at constant scope) from 2014 to 2015.
This positive trend in operating margin is essentially due to better deployment of our resources combined with cost controls, in line with our plans since 2013.
Current income (before amortization of goodwill) rose sharply in line with EBITDA, thanks to a limited increase in depreciation expenses and the overall financial result in 2015, compared with 2014.
ORDINARY PROFIT BEFORE AMORTIZATION OF GOODWILL WAS €2,792,412 (€1,147,177 AFTER AMORTIZATION)
Adjusted earnings (before amortization of goodwill) increased
by €2,026,138 thanks to the growth in income, no exceptional results in 2015 and stable levels of tax.
Amortization of goodwill (imposed by Belgian GAAP) negatively impacts the company’s net income, which was €1,645,235 in 2015, compared with €1,619,758 in 2014. The Belgian GAAP element, which imposes systematic depreciation, weighs significantly on the consolidated net income.
FINANCIAL STABILITY
In 2015, the group’s financial health improved, with a level of debt in line with its growth, and a net decrease in working capital needs that positively influenced cash flow. Adequate credit lines were also available.
CHANGES IN THE GROUP IN 2015 AND MAJOR EVENTS
NEW ACQUISITIONS
In September 2015, Emakina acquired 100% of the Austrian digital agency diamond:dogs. With 80 employees and a pres-ence in Vienna, Zurich, Salzburg and Zagreb, diamond:dogs allows Emakina to expand in central Europe.
After the closure of accounts, Emakina acquired a 100% stake in the Swedish digital agency Dempsey, based in Stockholm. This acquisition follows on from a 2013 trade partnership and adds 15 employees to Emakina Group, strengthening its presence in the Nordic countries.
COMMERCIAL PARTNERSHIPS
In 2015, Emakina Group continued to work with its partners. These businesses allow Emakina to offer its customers unique local expertise on a vast, geographical scale.
Emakina Group has partnerships with: Asiance (South Korea) made in 2015; Bubblegum (Spain) made in 2015; Domino (Italy); Metia (UK, USA and Singapore); Piramit (Turkey) and SinnerSchrader (Germany).
LAUNCH OF EMAKINA/THINGS
Emakina has created an innovative new centre of expertise full of experts in the Internet of Things (IoT). In an increasingly connected world, this area offers numerous opportunities to build unique, creative experiences that connect brands with their audiences and improve customer engagement.
AWARDS
In 2015, Emakina won 6 W³ awards for ‘creative excellence on the web’ and 23 Communicator Awards for marketing. The jury of the Horizon Interactive Awards named Emakina
‘Top Agency / Developer of the Year’ after the agency won 19 individual awards in the competition.
BRAND EXPERIENCE SCORE
Emakina has unveiled a fresh approach to creating a ‘brand experience’ with a new method of brand management and its own measurement tool. The Brand Experience Score©, has its own dedicated website, and has been used to perform comparative studies on cosmetics industry, women’s fashion, DIY and gardening brands.
COMMENTS ON THE CONSOLIDATED FINANCIAL STATEMENTS OF EMAKINA GROUP SA During the 2015 financial year, the investments made by Emakina Group have meant that its scope of consolidation has changed in the following ways:
• Toy Agency SARL merged with Emakina.FR SA on 1 Jan-uary 2015;
• the stake held by Emakina Group SA in Emakina.NL rose from 54.5% to 65.6% in mid-2015, following the acquisition of additional shares from minority shareholders (‘earnout 2015’)
• It acquired 100% of the DD-Group Beteiligungs GmbH, headquartered in Vienna, on 18 September 2015. This group owns 6 subsidiaries.
These consolidated financial statements are prepared in ac-cordance with Belgian accounting standards.
CONSOLIDATED INCOME STATEMENTS
In 2015, Emakina Group sales came to €70,340,217, compared to €56,135,588 the previous year – an increase of 25.3%. At constant scope (considering 12 months of the 2015 and 2014 results for all subsidiaries controlled by Emakina Group at 31 December 2014, i.e. excluding diamond:dogs|group), sales increased by 20.6%.
The sales growth rate for entities ‘outside Belgium’ was 43% in 2015, which demonstrates acquisition of market share abroad in line with the internationalisation strategy. In terms of clients, 57% of consolidated revenues in 2015 were generated from customers outside Belgium. Sales at the Belgian business increased by 7% in 2015.
The cost of sales and services represented 94.1% of the sales total in 2015, compared to 95.6% in 2014. In more detail, the cost of purchases corresponded to 18.1% of total sales in 2015, against 14.8% in 2014. This was due mainly to constraints in resource planning constraints and the types of projects. The
amount for service charges and other goods corresponds to 29.7% of total sales in 2015 against 32.7% in 2014, thanks to better cost control. Staff costs compared to total sales decreased to 43.3% in 2015, compared to 45% in 2014 due to a better rate of occupancy for employees.
The amount of depreciation on tangible and intangible assets decreased slightly from €1,560,223 to €1,367,209 despite chang-es in the scope of consolidation; this is due to the absence of major investments in 2015.
The amount of €503,482 in impairment is primarily linked to trade receivables reduced in value by 100%, applying the precautionary principle (for receivables that may or may not be recovered).
Operating profit before depreciation (EBITDA) amounted to €6,069,790 in 2015 (or 8.6% of sales) compared to €4,053,307 in 2014 (or 7.2% of sales), up nearly 50%. At constant scope (considering 12 months of 2015 and 2014 results for all affil-iates of Emakina Group controlled on 31 December 2014, ie excluding diamond:dogs|group) EBITDA rose from 7.2% to 8.1% of between 2014 and 2015, reaching €5.485 million.
Amortization of goodwill is recognised in financial expenses, in accordance with Belgian accounting standards; this rose slightly from €1,619,758 in 2014 to €1,645,235 in 2015, mainly due to the depreciation in the last four months of 2015 around the acquisition of diamond:dogs|group.
Once again, in accordance with our valuation rules, the dif-ferences in consolidation are amortized over a period of eight years, regardless of any eventual overvaluation. This element of Belgian accounting laws weighs heavily – as it does every year – on the group’s 2015 consolidated net income. IFRS inter-national accounting standards would not require a systematic amortization of goodwill.
Financial costs increased from €721,734 in 2014 to €838,512 in 2015 due to losses on ‘tax sheltered’ investments, while the charges for financial products for the same period remained relatively stable, going from €261,454 to €238,706.
FINANCIAL INFORM ATION / P. 78 79
In 2015, exceptional items were not significant. In 2014, the exceptional loss of €343,151 was due mainly to changes related to reorganization and the liquidation of two subsidiaries.
Income before tax increased significantly from €61,916 in 2014 to €1,952,113 in 2015, due to strong growth in operating income, the absence of extraordinary costs in 2015 compared to the previous year, and bottom line stability.
The net deferred tax charge of €74,958 in 2015 is due to the use of €79,136 in deferred tax assets from the results of Emakina.NL as well as a transfer of €4,178 to untaxed reserves, offset by reversals of €32,576 in deferred tax liabilities. This latter is due to amortization written down on the acquisition costs of sub-sidiaries in consolidated and statutory accounts.
The amount of income taxes remains almost unchanged, with €730,101 paid in 2014 compared to €729,978 in 2015.
Net income increased very significantly, from a net loss of €853,484 in 2014 to a net profit of €1,147,177 in 2015, of which €590,055 was for third parties and €557,122 for the group. Ex-cluding amortization of goodwill, consolidated net profit for the group in 2015 was €2,792,412 compared to €766,274 in 2014.
The third party share of €590,055 in net income in 2015 corresponds to a portion of the result in certain subsidiaries which have minority shareholders, in accordance with the full consolidation method. This is mainly explained by strong performance in the Dutch part of the group.
CONSOLIDATED RESULTS
The decrease in start-up costs is explained by the depreciation charges.
Intangible assets decreased by €233,781 at the end of 2015, compared with the end of 2014. This is due to investments of €172,000, offset by a depreciation of €415,000, and a consol-idation scope effect of €9,000. Investments consist primarily of €50,000 for various licenses and software and €138,000 in acquisitions of goodwill.
The amount of goodwill corresponding to the acquisition costs of interests, including ancillary costs, grew from €6,582,723 at the end of 2014 to €9,621,685 at the end of 2015. This is because of additional shares taken in investments already controlled by Emakina Group (Emakina.NL, Toy Agency) and in new acquisitions (diamond:dogs|group), offset by depreciation charges over eight years, in accordance with our valuation rules.
The net book value of tangible assets rose slightly by €40,665 at the end of 2015, compared to the end of 2014. This reflects investments of €715,000, offset by sales of €134,000, amortiza-tion of €561,000 and a consolidation scope effect of €21,000.
Investments in tangible fixed assets were mostly on furniture, IT hardware (€328,000) and facilities and installations (€255,000).
Contracts in progress fell by €436,797 between the end of 2014 and the end of 2015. This strong fall should be looked at alongside changes in payments received on contracts (see below), which increased by €845,606 between the end of 2014 and the end of 2015. In other words, consolidated net equity for ongoing projects improved between the end of 2014 and the end of 2015, by approximately €1,282,403, which positively influenced consolidated working capital needs in the context
of strong business growth. This is explained by a higher level of pre-billing than in the same period last year.
Amounts receivable within one year rose by 11% at 31 December 2015 (€20,560,092) compared to 31 December 2014 (€18,474,776). This is mainly due to a 9% increase in trade receivables, related to increased activity and scope, partially offset by a delay in customer payment that was 13 days less on average.
The change in cash investments and disposable assets for the years 2015 and 2014 is detailed in the cash flow statement.
Prepaid expenses relate to amounts for non-material goods acquired or deferred charges reflecting the organic growth of activities and the group structure.
The company’s consolidated shareholders’ equity amounted to €10,116,550 on 31 December 2015 compared to €9,135,600 on 31 December 2014. This change is explained by a capital increase of €118,301, a share issue premium of €335,186, and a €557,030 increase in reserves.
On 31 December 2015, shareholder equity was as follows:
Capital: €9,347,962
Share premium: €3,436,644
Reserves: €2,634,358
Foreign currency conversion differences: €33,698
Total: €10,116,550
The €760,445 in third-party interests corresponds to deferred consolidated revenues held by minority interests in Emakina.CH (36%), Emakina NL (34.4%) and OnlineZone, a subsidiary of diamond:dogs|group (26%).
Provisions for other liabilities and charges amounted to €105,310, largely focused on covering possible termination charges in accordance with Austrian legal obligations.
Deferred tax liabilities correspond to expenses related to ac-quisitions, consolidated through goodwill. Since such costs have not been used for many years, this section no longer has a significant balance.
Debts due in more than a year (including those due within the year) relate mainly to funding obtained on periods between three and six years for significant investments in IT and fixed assets, or new acquisitions as part of our European growth. These liabilities increased by €1,237,253 in the period, in line with the group’s growth.
Financial liabilities are debts relating to short term straight loan as well as short-term financing (for example, for holiday and year-end bonuses). These debts decreased by €1,639,407 for the period following positive changes in working capital.
Trade payables increased by 50% at the end of 2015 com-pared to the end of 2014, which is explained by the new diamond:dogs|group’s effect on group structure but also by a high level of end-of-year business for the whole group.
Contracts in progress increased by €845,606 between the year-ends of 2014 and 2015. This strong drop should be looked at alongside changes in payments received on orders, which decreased by €436,797 between the end of 2014 and the end of 2015. In other words, the net consolidated position
on contracts in progress improved between late 2014 and late 2015 to the order of €1,282,403, which positively influenced the Group’s working capital needs, in the context of strong business growth. This is explained by higher billing than during the same period in the previous year.
Salary and social tax liabilities were relatively similar at the 2015 and 2014 year ends.
The significant amount of other liabilities is largely due to pre-financing needed for factoring trade receivables, as well as ‘earn-out’ debts owed to former subsidiary shareholders.
Accrued expenses relate to costs for postponed products or increased accrued charges reflecting the organic growth of activities and group size.
COMMENTS ON EMAKINA GROUP’S (STATUTORY) ANNUAL ACCOUNTSThe statutory annual accounts reflect only the financial position of the parent company after allocation of 2015 income and are prepared in accordance with Belgian accounting rules (GAAP).
STATUTORY INCOME STATEMENT
Most of Emakina Group’s income from activities in 2015 comes from (i) the invoicing of management fees, royalties and other expenses totalling €5,372,473 (ii) the receipt of dividends from subsidiaries, at €1,172,735.
Emakina Group SA’s operating costs of €5,304,692 in 2015 are mostly made up of executive management fees (including non-executive directors), external fees related to legal and con-tractual obligations (such as lawyers, auditors and a notary), staff costs, various services and goods, IT costs, purchases related to internal projects (such as a new internal site and planning tool), amortization and write-downs.
The depreciation amount of €267,212 corresponds mainly to costs related to website development, amortized over a period of three years.
The 2015 financial year closed with a net profit of €1,258,873. This profit for the year will be fully reported (see allocation of income in 2015 proposed at the General Meeting of Share-holders below).
BALANCE SHEET
In terms of assets, major changes at 31 December 2015 com-pared to 31 December 2014 relate to:
• the modest level of capital investment in tangible and intangible assets of €12,813 (mainly development of the group website and planning tool), offset by depreciation of €267,212;
• significant changes in the amount of holdings (up by €4,819,248) due to the growth in the Group size, price supplements and costs related to paid ‘earn-out’.
The relatively high level of trade receivables at €1,687,875 is due to vacant positions at subsidiaries or related companies.
At 31 December 2015, the company’s equity after allocation amounted to €17,549,593 compared to €15,837,233 at the end of 2014. The change in equity is due to the allocation of profit for the 2015 fiscal year (see below).
Subscribed capital: €9,347,962
Reserves: €412,247
Share premium: €3,436,644
Retained earnings: €4,352,740
Total: €17,549,593
FINANCIAL INFORM ATION / P. 80 81
History of capital in the last seven fiscal years is summarised below:
The amount of €1,339,438 in long term debt and €796,417 in long term debt due within the year relate to loans to fund the acquisition of new subsidiaries, as part of our international expansion policy.
The amount of €400,000 in debt refers to a straight loan.
There was a relatively high level of commercial debt, of €1,476,206 at 31 December 2015: 54% of this relates to important open positions at related companies, and 27% to bills receivable from third parties.
Finally, the amount of other liabilities of €2.7 million at 31 December 2015 relates to a debt to the former shareholders of a subsidiary.
The amount of accruals of €256,500 is explained by provisions for accrued charges, including those related to integrating the group’s entities.
RISK ANALYSIS
The main risks and uncertainties that the group faces are:
OPERATIONAL RISKS
Customer-related risks
The Group’s companies regularly work inside complex and innovative technological environments. So customers could take issue with whether or not their projects have been suc-cessfully completed. In this situation, it is not impossible that a company of Emakina Group might be sued and be forced to pay damages, or might have to negotiate to resolve the dispute.
At the end of 2013, faced with these kinds of issues, Emakina Group renegotiated a comprehensive professional liability policy. This covers the risks of project implementation (such as delivery and warranties), plus indirect risks (such as impact on image) for which Group company employees are liable (and also their subcontractors, under certain conditions).
It should also be noted that Emakina Group has a client portfolio
of more than 300 accounts in Europe. The three biggest clients represent only about 21% of total consolidated revenue, which limits the overall impact of losing a large account.
Finally, Emakina Group works primarily with major national and international accounts and governmental bodies, which limits the risk of customer insolvency.
Risks associated with subcontractors
Group companies outsource work to third parties if there are difficulties with scheduling or a lack of specific skills. These subcontractors are subject to prior vetting by our experts and are closely supervised.
Our comprehensive professional liability policy covers subcontrac-tors under certain conditions (such as their prior vetting by our experts).
Risks related to profitability
The profitability of Group companies is analysed on a monthly basis through performance indicators such as their use of operational resources, the level of selling prices, the cost of personnel, subcontracting margins, and potential cost overruns on fixed-price projects.
Risks related to contracts
Most of the Group’s consolidated turnover is generated by fixed-price contracts. Profitability depends on managers’ abi-lity to meet deadlines and costs: if they exceed the budget, the project’s profitability will be directly affected. To reduce these risks, managers try to limit penalties to the level of the insurance cover, and deliver work in a series of steps agreed with customers.
In addition, a significant portion of income comes from framework agreements with public institutions or large private accounts. These agreements make it clear that the relationship is exclusive and privileged, and sum up benefits (including price, payment terms, and billing plans). The agreements range from several months to many years, but do not commit the clients
to a specific volume of work, which would result in a risk to the predictability of revenue and the related margin.
Technological risks
Technological innovation has been the cornerstone of the Group’s strategy since its inception. Emakina Group, an internet pioneer, continuously monitors developments in technology to maintain a competitive edge, and its CTO and CVO play a strong role in this. One of the Group’s greatest management concerns is to ensure continuing training for employees in these innovations.
Intellectual Property Risks
Emakina Group’s standard contract with clients stipulates that intellectual property rights on computer code remain the property of the Group unless otherwise negotiated and stated. However, subcontractors are required to transfer their intel-lectual property rights on computer code to Emakina Group.
Risks related to talent retention
Management’s ability to retain and motivate key employees is a major factor in the Group’s performance and success – at a whole company and subsidiary level. It is essential to retain talent through relevant HR policies such as stock-option plans, performance bonuses, and promoting talented employees to leadership roles.
Risks related to the market and competition
For some years, the market for digital agencies has been highly concentrated: big businesses buy small ones, or the small naturally disappear due to lack of critical mass. Since its IPO, Emakina Group’s policy has been to continue to grow organi-cally but also play an active part in the process of concentrating the industry, to offer a better service to its major accounts and improve its geographical presence.
FINANCIAL RISKS
In the course of its activities, Emakina Group is exposed to various types of financial risk. A table monitoring major risks is regularly reviewed with the audit committee, to anticipate issues and minimize their impact on Group performance.
Currency risk
About 10% of turnover is generated in non-euro foreign currency, the vast majority of which is Swiss Francs. Much of this risk is naturally offset by Swiss Franc production costs at our Geneva branch. Group management is very vigilant about changes in the value of Swiss and Turkish currency.
There are very few purchases in non-euro denominations.
The international expansion of the Group will naturally increase the Group’s exposure to this specific risk.
Interest rate risk
The interest rate risk is mainly related to the variable Euribor rate, which is the basis of all of the group’s short term financing of up to 12 months. This means the Group is currently benefiting from low short-term rates, while limiting the risk of long term interest rate rises through fixed-rate financing for financing of over 12 months.
Credit risk
Because of its well-diversified portfolio of customers, the
Group has no significant concentration of credit risk. It also has policies such as validating new customers on their historical credit risk (through a subscription to a credit rating database).
Liquidity and debt risk
Compared to the end of 2014, the Group continued to have a satisfactory level of financial stability during 2015, thanks to controls on the level of debt, stable working capital needs, and with adjusted and renewed lines of credit available.
At the 31 December 2015, the Group had complied with all its banking covenants.
OUTLOOK FOR 2016
SIGNIFICANT EVENTS OCCURRING AFTER CLOSURE OF ACCOUNTS AND OTHER EVENTS THAT MAY HAVE A SIGNIFICANT INFLUENCE ON ACTIVITIES
After the closure of accounts, on 20 January 2016, Emakina bought the Swedish digital agency Dempsey, an important step in its international expansion. There were no other significant events after the closure of accounts.
BUSINESS DEVELOPMENTS
Emakina Group’s management anticipates organic growth to sales figures in 2016, on the basis of commercial loans.
CONFLICTS OF INTEREST BETWEEN THE DIRECTORS AND THE COMPANYThe board of directors had not had to deal with any decision that would mean applying article 523 of the Companies Code.
FINANCIAL INFORM ATION / P. 82 83
DATE TYPE TERMSINCREASE
(EUR)N° SHARES CREATED
SHARE PREMIUM
(EUR)
CAPITAL (EUR)
TOTAL N° SHARES
1 July 2008Contribution
in kindAuthorised
capital 57,897.60 24,124 266,572.59 8,306,412.18 3,459,533
14 July 2009Contribution
in kindAuthorised
capital 89,257.96 37,175 245,317.04 8,395,670.14 3,496,708
1 July 2010Contribution
in kindAuthorised
capital 120,593.68 50,226 376,643.72 8,516,263.82 3,546,934
1 July 2010Contribution
in kindAuthorised
capital 600,099.20 249,935 1,874,257.30 9,116,363.02 3,796,869
15 July 2011Contribution
in kindAuthorised
capital 28,562.55 11,896 89,207.45 9,144,925.57 3,808,765
15 July 2011Contribution
in kindAuthorised
capital 59,963.10 24,974 172,044.90 9,204,888.67 3,833,739
15 July 2013Contribution
in kindAuthorised
capital102,187.8 10,322 77,415.00 9,229,661.47 3,844,061
2 june 2015Contribution
in kindAuthorised
capital 118,300.8 49,292 335,185.60 9,347,962.27 3,893,353
LEGAL INFORMATION RELATING TO THE TRANSPOSITION OF THE OPA DIRECTIVE
CAPITAL STRUCTURE:
At 31 December 2015, the capital of Emakina Group SA consisted of 3,893,353 shares, broken down as follows:
Following stock options plans proposed in 2011 to staff members, consultants and directors of the company or its subsidiaries, a total of 38,440 warrants were issued: 500 of these were exercised in May 2015.
SHAREHOLDERS’ AGREEMENT:
As stated in our corporate governance charter, which can be viewed on the company’s website (www.emakina.com), the ‘historic’ shareholders of the Emakina Group (Mr Denis Stei-sel, Mr Brice Le Blévennec, Mr Karim Chouikri and Mr John Deprez) have signed a shareholders’ agreement, to which the company is not party, which has been applied since the IPO in July 2006. The provisions of this agreement are as follows:
• the shareholders undertake to vote in favour of maintaining and renewing the mandates of the directors appointed at the company’s Extraordinary General Meeting of 17 March 2006, namely Mr Denis Steisel, Mr Brice Le Blévennec, Mr Karim Chouikri and Mr John Deprez unless there is cause for dismissal based on serious misconduct in exercising the mandate;
• additionally, each shareholder who holds at least 20% of the voting rights of the company shall be entitled to propose a director for every 20% block of voting rights that he or she holds;
• each shareholder undertakes to vote in favour of the di-rector(s) proposed by another shareholder, provided the latter is entitled to propose candidate directors based on the number of 20% blocks of company voting rights that he or she holds;
• as each share gives entitlement to one vote, the main shareholders do not have different voting rights.
CAPITAL INCREASE UNDER AUTHORISED CAPITAL (ART. 608, BELGIAN COMPANIES CODEEmakina Group SA’s board of directors, at its meeting on 2 June 2015, carried out a capital increase by contribution in kind in the authorized capital, in accordance with Article 17b of the articles of Emakina Group and according to the conditions specified below.
For the past eight years, Emakina Group has been going through a consolidation phase which resulted in its taking control of the company Den Gulden Winckel BV based in Amsterdam in 2013, through acquiring a 54.5% stake.
It was expected that the remaining shares would be acquired by Emakina Group SA in three stages in mid-2015, mid-2016, and mid-2017. In July 2015, 13.3% more of the company’s shares were acquired. To maintain its financial resources, Emakina Group had expressly provided for the possibility of paying for half of the shares via additional equity in Emakina Group.
The Board of Directors assessed the debt relative to the price for shares as equal to 49,292 new shares, multiplied by the proposed issue price of €9.2 per share in Emakina Group SA, making a total of €453,486.
Emakina Group’s capital was increased by €118,300.80 (cor-responding to the book value), taking it to €9,347,962.27. An issue premium of €335,185.60 was recorded as a restricted reserve, to respect the conditions of the mandate granted for authorized capital by the annual general meeting of Emakina Group’s board of directors. Consequently, the share capital of the company will be represented by 3,893,353 shares.
In conclusion, both the contribution in kind and the proposed increase in capital accord with Emakina Group’s acquisition policy, and are in the group’s interest since they enable it to retain its financial resources.
SUPPRESSION OF THE SHAREHOLDER’S PRE-FERRED SUBSCRIPTION RIGHT ON THE RE-LEASE OF WARRANTS IN THE EMAKINA GROUP PUBLIC LIMITED COMPANYThe Emakina Group board of directors has not issued warrants in 2014.
RESEARCH AND DEVELOPMENT ACTIVITIESWithin the course of its work, Emakina continues to conduct ongoing research into developing and implementing tech-nological solutions, particularly in engagement techniques related to gamification.
In its December 2011 session, the company’s board of directors decided to authorise certain research and development costs in specific cases:
• solely for R&D projects representing an investment of more than €50,000. In addition, these projects must be supported by subsidies from a public body;
• based on real cost (as long as the latter does not go above a carefully established estimate of the practical value of fixed assets or their future return for the company) and a three year, linear amortisation;
• by ‘capitalising’ the item in the income statement, in com-pliance with the provisions of regulation CNC 2011/13 (4 May 2011).
In 2014, R&D related costs (in the gamification sector) came to €129,698, and the investment has favourably influenced the group results.
BRANCHES OF THE COMPANYThe company has no branches.
PROPOSED APPROPRIATION OF PROFITSWe propose that the Annual General Meeting should allocate the 2015 statutory profits (net and carried forward) of €4,399,570 as follows:
• deduction from equity of €16,114;
• allocation to the legal reserve of €62,944;
• retained earnings of € 4,352,740.
The absence of dividend payments is justified by the manage-ment’s wish to reinforce our own funds and to reinvest these finances in group expansion.
EXEMPTION GRANTED TO THE DIRECTORS AND THE AUDITORIt is proposed that the directors and the auditor be granted exemption.
The board of directors thanks our shareholders, employees, clients and partners for their constant and constructive support in developing Emakina’s business.
Brussels, 19 March 2016.
On behalf of the board of directors:
Mr Brice Le Blévennec
Managing director
Mr Karim Chouikri
Managing director
FINANCIAL INFORM ATION / P. 84 85
SHAREHOLDER DEMATERIALISED SHARES %
Mr P. Gatz 1,139,030 29.256
Two4Two 629,326 16.164
Mr D. Steisel 609,718 15.66
Mr B. Le Blévennec 609,718 15.66
Other 377,039 9.684
Tarraco Holding SARL 296,052 7.604
Mr J. Deprez 73,320 1.883
Mr F. Desonnay & Sofrin SPRL 63,837 1.64
Mediadreams SA 44,720 1.149
Zenyo SPRL 42,725 1.097
Emakina Group SA 7,868 0.202
TOTAL : 3,893,353 100%
CONSOLIDATED ACCOUNTS AT 31 DECEMBER 2015
SCOPE OF CONSOLIDATIONThe companies that part of the scope of consolidation on 31 December 2015 are:
• Emakina Group SA, parent company;
• Emakina.BE SA, held at 100%;
• Emakina.CH SA, held at 64%;
• Emakina.FR SA, held at 100%;
• Emakina.NL, held at 65.5%;
• Emakina Bilgisayar Yazılım Ltd. Şti. (Emakina Turkey), held at 100% by Emakina.NL;
• Emakina/Insights SPRL, held at 100%;
• The Reference NV, held at 100%;
• Design is Dead BVBA, held at 100%;
• Your Agency SA, held at 100%;
• Robert & Marien SPRL, held at 25%;
• DD Group Beteiligungs GmbH, held at 100%;
• Diamond Dogs Web Consulting GmbH, held at 100% via DD Group;
• New Media Holding GmbH i.L., held at 100% via DD Group;
• Netlounge Internet Media Services GmbH, held at 100% via DD Web Consulting & DD Group;
• Diamond Dogs Switzerland GmbH, held at 100% via DD Web Consulting & DD Group;
• Emakina.HR d.o.o., held at 75.2% via DD Web Consulting & DD Group;
• Onlinezone Advertising GmbH, held at 74% via New Me-dia Holding & DD Group.
Individual information for each subsidiary is included on page 92, Appendix 1, in this report.
As previously mentioned, during the 2015 financial year, Ema-kina Group’s consolidation scope changed as follows, due to investments made by Emakina Group:
• Toy Agency SARL merged with Emakina.FR SA on 1 Ja-nuary 2015.
• The interest held by Emakina Group SA in Emakina.NL increased from 54.5% to 67.8% on 30 June 2015 following
the buyback of shares from former minority shareholders.
• The interest held by Emakina Group SA in Emakina.NL decreased from 67.8% to 65.5% on 2 July 2015 following the exercise of an option by a minority shareholder;
• Emakina Group SA acquired 100% of the DD-Group Betei-ligungs GmbH, headquartered in Vienna, on 18 September 2015. This group has six subsidiaries (see group structure).
For information purposes, following the closure of accounts on 20 January 2016, Emakina Group acquired 100% of capital in the agency Dempsey, headquartered in Stockholm.
CONSOLIDATION METHODAll of the subsidiaries of Emakina Group (see section above) are consolidated according to the full consolidation method, with the exception of Robert & Marien and Emakina.HR (started at the end of 2015), which are classed amongst “Other investments”.
The full consolidation method is adopted when a subsidiary is controlled by the parent company provided:
• either the parent company owns more than 50% of the capital, directly or indirectly;
• or the parent company has control over the management bodies of the company concerned.
This method incorporates each element of the assets and liabilities of the integrated subsidiaries in the accounts of the parent company, as a replacement for the balance sheet value of these investments.
Use of this method leads to goodwill on consolidation and minority interests being reported. Similarly, the expenses and products of these subsidiaries are combined with those of the parent company and their results for the year are divided into those of the group and those of minority interests.
The intercompany transactions affecting assets and liabilities such as shareholdings, accounts payable and receivable, as well as figures such as interest, charges and proceeds, are cancelled out in the consolidated data.
* Article 124 of the Royal Decree of 30 January 2001 implementing the Companies Code
CONSOLIDATED BALANCE SHEET ESTABLISHED ACCORDING TO BELGIAN ACCOUNTING STANDARDS (BELGIAN GAAP) AFTER DISTRIBUTION*
FINANCIAL INFORM ATION / P. 86 87
ASSETS (EUR) CODES 31/12/2015 31/12/2014
FIXED ASSETS 20/28 12,922,391 10,176,906
I Formation expenses (appx, VII) 20 141,733 195,055
II Intangible assets (appx, VIII) 21 1,829,716 2,063,497
III Consolidation differences (appx appx, XII) 9920 9,621,685 6,582,723
IV Tangible assets (appx, IX) 22/27 1,069,198 1,028,533
A. Land and Buildings 22 2,780 0
B. Plant, machinery and equipment 23 322,373 319,552
C. Furniture and vehicles 24 423,960 393,281
D. Leasing and other similar rights 25 0 0
E. Other tangible assets 26 320,085 253,104
F. Fixed assets under constructions 27 0 62,596
V Financial fixed assets (appx. I to IV and X) 28 260,059 307,098
A. Associates 9921 0 0
1. Investments 99211 0 0
B. Other enterprises 284/8 260,059 307,098
1. Participating interests and shares 284 91,635 74,585
2. Amounts receivable 285/8 168,424 232,513
CURRENT ASSETS 29/58 28,822,802 24,759,590
VII Stocks and contracts in progress 3 2,818,607 3,255,404
B. Contracts in progress 37 2,818,607 3,255,404
VIII Amounts receivable within one year 40/41 20,560,092 18,553,913
A. Trade debtors 40 19,201,876 17,556,121
B. Other amounts receivable 41 1,358,216 997,792
1. Deferred taxes 412 0 79,136
2. Others 416 1,358,216 918,656
IX Current investments 50/53 65,935 314,201
A. Own shares 50 58,884 74,998
B. Other investments 51/53 7,051 239,203
X Cash at bank and in hand 54/58 4,314,371 2,044,869
XI Deferred charges and accrued income 490/1 1,063,797 591,203
TOTAL ASSET 20/58 41,745,193 34,936,496
CONSOLIDATED BALANCE SHEET ESTABLISHED ACCORDING TO BELGIAN ACCOUNTING STANDARDS (BELGIAN GAAP) (CONTINUED)
CONSOLIDATED ACCOUNTS ESTABLISHED ACCORDING TO BELGIAN ACCOUNTING STANDARDS (BELGIAN GAAP)
FINANCIAL INFORM ATION / P. 88 89
LIABILITIES (EUR) CODES 31/12/2015 31/12/2014
CAPITAL AND RESERVES 10/15 10,116,550 9,135,600
I Capital 10 9,347,962 9,229,661
A. A. Issued capital 100 9,347,962 9,229,661
II Share premium account 11 3,436,644 3,101,458
IV Consolidated reserves (appx. XI) 9910 -2,634,358 -3,191,387
V Exchange rate differences 9912 -33,698 -4,654
VI Capital grants 15 0 522
MINORITY INTERESTS 760,445 670,127
VIII Minority interests 9913 760,445 670,127
PROVISIONS, DEFERRED TAXES AND TAX LIABILITIES
16 113,199 12,068
IX A. Provision for risk and charges 160/5 105,310 0
IX B.Deferred taxes and deferred tax liabilities (appx. VI, B)
168 7,889 12,068
DEBTS 17/49 30,754,999 25,118,701
X Amounts payable after one year (appx. XIII) 17 2,515,600 1,470,618
A. Financial debts 170/4 2,515,600 1,470,618
3. Leasing debts 172 0 87,102
4. Credit institutions 173 1,859,458 1,383,516
5. Other long-term debts 174 656,142 0
XI Amounts payable within the year (appx. XIII) 42/48 27,610,416 23,206,853
A. Amounts payable after one year due within the year 42 1,513,116 1,320,845
B. Financial debts 43 3,148,934 4,788,341
1. Credit institutions 430/8 3,148,934 2,413,634
2. Other short term debts 439 0 2,374,707
C. Trade debts 44 7,040,325 4,690,241
1. Suppliers 440/4 7,040,325 4,690,241
D. Advances received 46 6,245,727 5,400,122
E. Taxes, wages and social security 45 5,520,916 5,233,689
1. Taxes 450/3 1,873,954 1,746,471
2. Wages and Social Security 454/9 3,646,962 3,487,218
F. Other debts 47/48 4,141,398 1,773,615
XII Accrued charges and deferred income 492/3 628,983 441,230
TOTAL LIABILITIES 10/49 41,745,193 34,936,496
INCOME STATEMENT (EUR) CODES 31/12/15 31/12/14
I Operating income
1. Sales and services 70/74 70,340,217 56,135,588
A. Turnover (appx. XIV, A) 70 67,561,421 53,444,947
B. Variations in contracts in progress 71 -436,797 51,959
C. Capitalised Production 72 102,199 129,698
D. Other operating income 74 3,113,394 2,508,984
2. Cost of sales and services 60/64 -66,168,638 -53,774,314
A. Raw materials and consumables 60 12,739,939 8,322,884
1. Purchases 600/8 12,739,939 8,322,884
B. Services and other goods 61 20,881,681 18,342,597
C. Wages, social security costs and pensions 62 30,458,796 25,272,915
D. Depreciation and other amounts written off on formation expenses, intangible and tangible fixed assets
630 1,367,209 1,560,223
E. Amounts written off on stocks, work in progress and trade debts (appropriations +; reversals -)
631/4 503,482 131,810
F. Provisions for liabilities and charges (appropriations +; utilisation; reversals -)
635/7 27,520 0
G. Other operating expenses 640/8 190,011 143,885
3. Operating Profits 9901 4,171,579 2,361,274
Earnings before interest, taxes, depreciation and amortisation = EBITDA
6,069,790 4,053,307
II FINANCIAL RESULTS
1. Financial income 75 238,706 261,454
A. Income from financial fixed assets 750 46,462 25,208
B. Income from current assets 751 49,509 10,805
C. Other financial income 752/9 142,735 225,441
2. Financial expenses 65 -2,483,747 -2,341,493
A. Interest and debt charges 650 363,130 480,313
B. Amortisation of goodwill 9961 1,645,235 1,619,758
D. Other financial expenses 652/9 475,382 241,422
INCOME STATEMENT (EUR) CODES 31/12/15 31/12/14
CONSOLIDATED ACCOUNTS ESTABLISHED ACCORDING TO BELGIAN ACCOUNTING STANDARDS (BELGIAN GAAP) (CONTINUED)
CASH FLOW STATEMENT (EUR)
FINANCIAL INFORM ATION / P. 90 91
III CURRENT PROFIT BEFORE TAX 9902 1,926,538 281,235
IV EXTRAORDINARY INCOME
1.A. Adjustments to depreciation and to other
amounts written off on intangible and tangible fixed assets
76 131,389 62,966
B. Adjustments to amounts written off on fixed financial assets
760 24,399 0
C. Adjustments to provisions for extraordinary liabilities and charges
761 3,000 6,950
F. Other extraordinary income 762 8,819 0
Extraordinary expenses 764/9 95,171 56,016
2. B. Amounts written off on fixed financial assets 66 -105,814 -406,117
D. Losses on the disposal of fixed assets 661 0 7,419
E. Other extraordinary expenses (appx. XIV, C) 663 62,234 132
E. Other exceptional charges (appx. XIV, C) 664/8 43,580 398,566
V PROFIT BEFORE TAX 9903 1,952,113 -61,916
VI DEFERRED TAXES
A. Transfers from deferred taxes 780 79,136 163,152
B. Transfers to deferred taxes 680 -4,179 -101,685
VII INCOME TAX 67/77
A. Taxes 67 -729,979 -732,027
B. Adjustment of income taxes and write-back of tax provisions
77 0 1,926
XII. RESULT FOR THE FINANCIAL YEAR 9904 1,147,177 -853,484
XIII.SHARE OF THE GROUP IN THE RESULT OF COMPANIES CONSOLIDATED USING THE EQUITY METHOD
9975 0 0
XIV. CONSOLIDATED RESULTS 9976 1,147,177 -853,484
A. Share of minority interests 99761 590,055 278,666
D. Share of the group 99762 557,122 -1,132,150
OPERATING CASH FLOW 31/12/15 31/12/14
Result of the group 557,122 -1,132,150
Result of minority interests 590,055 278,666
Result of companies consolidated using the equity method 0 0
Amortisation 2,988,045 3,179,981
Amortisation of goodwill 1,645,235 1,619,758
Other items in amortisation 1,342,810 1,560,223
Write-off 500,482 139,229
Provisions 27,520 0
Transfers to deferred taxes 79,136 163,152
Transfers from deferred taxes -4,178 -101,685
Net results on the disposal of assets 53,415 134
Other movements (standard conversion, subsidies, etc) 48,225 134
OPERATING CASH FLOW 4,839,822 2,527,327
Changes in current assets -2,373,330 -3,273,561
Stocks 436,797 1,231,477
Amounts receivable < 1 year -2,585,797 -4,760,771
Accrued income and deferred charges -472,596 264,043
Investments 248,266 -8,311
Changes in liabilities (short-term) 6,038,452 3,790,859
Trade debts 2,350,083 725,734
Taxes and social security 287,227 789,988
Work in progress 845,606 1,979,923
Other debts 2,367,783 396,443
Accrued charges and deferred income 187,753 -101,229
WORKING CAPITAL FLUCTUATION 3,665,122 517,298
NET CASH FLOW FROM OPERATING ACTIVITIES (A) 8,504,944 3,044,625
CASH FLOW STATEMENT (EUR) (CONTINUED)
BALANCE SHEET INDICATORS (EUR)
FINANCIAL INFORM ATION / P. 92 93
INVESTING CASH FLOW 31/12/15 31/12/14
Acquisitions of fixed assets
Intangible and tangible assets -1,149,786 -961,664
Financial assets -4,401,425 -1,257,903
TOTAL INVESTMENTS -5,551,211 -2,219,566
Disposal of fixed assets
Intangible and tangible assets 0 0
Financial assets 217,660 0
TOTAL DISPOSALS 217,660 0
NET CASH FLOW FROM INVESTING ACTIVITIES (B) -5,333,551 -2,219,566
BALANCE SHEET INDICATORS 31/12/15 31/12/14
Net Working Capital: (Equity + provisions – fixed assets) 575,514 1,099,439
% TOTAL BALANCE SHEET 1% 3%
WCR* Broad definition: (current assets – current liabilities) 543,071 4,208,194
% TOTAL BALANCE SHEET 1% 12%
WCR* strict definition: (contracts in progress + accounts receivable – accounts payable – advances received)
8,734,431 10,721,163
% TOTAL BALANCE SHEET 21% 31%
Contracts in progress – advances received on projects -3,427,120 -2,144,717
% TOTAL BALANCE SHEET -8% -6%
Cash 4,314,371 2,044,869
Cash net of financial debts 985,437 -2,743,472
FINANCING CASH FLOW 31/12/15 31/12/14
Dividends paid to minority interests -499,737 0
Dividends paid by parent company 0 0
Variations of long term loans et financial debts -402,154 -1,643,849
Increase in capital 0 0
CASH FUND (C) -901,891 -1,643,849
31/12/15 31/12/14
CHANGE IN CASH OVER THE PERIOD (A+B+C) 2,269,502 -818,790
Cash at start of period 2,044,869 2,863,659
Cash at end of period 4,314,371 2,044,869
* Working Capital Requirements
NOTES TO THE CONSOLIDATED ACCOUNTS
NOTE I. LIST OF CONSOLIDATED SUBSIDIARIES AND COMPANIES CONSOLIDATED USING THE EQUITY METHOD
ON 31 DECEMBER 2015 * (EUR)
Name and addressConsolidation
methodHolding % Variation % Equity EBITDA Net result
Emakina.BE SARue Middelbourg 64 A1170 BrusselsBelgiumBE 0463.478.965
Full 100% 0% 1,896,998 1,146,236 -334,394
Emakina.CH SAQuai du Seujet 16-181201 GenevaSwitzerland
Full 64% 0% -551,617 193,807 -24,485
Emakina.FR SARue Atlantis 4Parc d’Ester BP 26840 87068 LimogesFrance
Full 100% 0% 473,182 329,450 61,978
Emakina.NL BV****Willem de Zwijgerlaan 3501055 RD AmsterdamThe Netherlands
Full 65.6% 11,1% 4,471,619 2,171,092 1,117,487
Emakina.TR** Dokuz Eylül Üniversitesi Tınaztepe Yerleşkesi DEPARK Beta Binası Buca-İzmir TURKEY
Full 65.6% 11,1%
Emakina / Insights SPRLRue Middelbourg 64 A1170 Brussels BelgiumBE 0556.801.279
Full 100% 0% 10,924 2,205 1,556
The Reference NVStapelplein 709000 Ghent BelgiumBE 0474.475.203
Full 100% 0% 797,745 504,518 173,228
Design is Dead BVBADuboisstraat 502060 AntwerpBelgiumBE 0457.419.732
Full 100% 0% 659,464 591,609 298,497
Your Agency SARue de Bois-Seigneur-Isaac 40/31421 OphainBelgiumBE 0437.615.005
Full 100% 0% 198,036 185,171 87,426
Performance indicators for each subsidiary are included in the table below, for companies employing more than 5 workers as of 31 December 2015*:
* All subsidiaries, with the exception of Emakina/Insights and Toy Agency, which have fewer than 5 employees.
** Statutory figures with reservation of the approval of the accounts by the board/management and the general assembly respectively of the different subsidiaries.
*** Consolidated figures 12 months 2015 of Emakina.NL an Emakina.TR
**** Consolidated figures 4 months 2015 of DDGroup, New Media Holding, DD Web Consulting, Netlounge Internet Media Services, DD Switzerland.
FINANCIAL INFORM ATION / P. 94 95
EMAKINA.BE (KEUR)** 31/12/15
Income 26,715
Purchases -7,172
GROSS PROFIT 19,543
Personnel costs -9,438
Operating expenses (consultancy fees, general expenses, Group...)
-8,959
EBITDA 1,146
EMAKINA.NL (KEUR)*** 31/12/15
Income 11,692
Purchases -611
GROSS PROFIT 11,081
Personnel costs -5,686
Operating expenses (consultancy fees, general expenses, Group...)
-3,224
EBITDA 2,171
EMAKINA.CH (KEUR)** 31/12/15
Income 7,278
Purchases -2,641
GROSS PROFIT 4,637
Personnel costs -2,823
Operating expenses (consultancy fees, general expenses, Group...)
-1,620
EBITDA 194
YOUR AGENCY (KEUR)** 31/12/15
Income 2,171
Purchases -978
GROSS PROFIT 1,193
Personnel costs -460
Operating expenses (consultancy fees, general expenses, Group...)
-548
EBITDA 185
THE REFERENCE (KEUR)** 31/12/15
Income 12,320
Purchases -1,336
GROSS PROFIT 10,984
Personnel costs -5,514
Operating expenses (consultancy fees, general expenses, Group...)
-4,965
EBITDA 505
DESIGN IS DEAD (KEUR)** 31/12/15
Income 5,548
Purchases -1,084
GROSS PROFIT 4,464
Personnel costs -1,375
Operating expenses (consultancy fees, general expenses, Group...)
-2,497
EBITDA 592
EMAKINA.FR (KEUR)** 31/12/15
Income 7,312
Purchases -1,361
GROSS PROFIT 5,951
Personnel costs -3,646
Operating expenses (consultancy fees, general expenses, Group...)
-1,976
EBITDA 329
DD GROUP (KEUR)**** 31/12/15
Income 2,673
Purchases -470
GROSS PROFIT 2,203
Personnel costs -1,249
Operating expenses (consultancy fees, general expenses, Group...)
-369
EBITDA 585
* ‘Statutory’ or ‘consolidated data on 31 December 2015 subject to approval of the accounts by the Boards of Directors/management and of general meetings of each structure. These statutory results do not take account of the restatements or consolidation method but allow for a view of their respective profitability over the 2015 financial year.
** Company owned via Emakina.nl BV.
*** Company held via DD Beteiligngs Group Gmbh.
**** Consolidated for 12 months in 2015.
***** Consolidated for the last four months in 2015
NOTES TO THE CONSOLIDATED ACCOUNTS (CONTINUED)
NOTE I. LIST OF CONSOLIDATED SUBSIDIARIES AND COMPANIES CONSOLIDATED USING THE EQUITY METHOD
ON 31 DECEMBER 2015 * (EUR)
Name and addressConsolidation
methodHolding % Variation % Equity EBITDA Net result
DD Group Beteiligungs Gmbh*****Weyringergasse 30A-1040 ViennaAustria
Full 100% 100% 591,840 584,898 536,239
diamond:dogs Web Consulting GmbhWeyringergasse 30A-1040 ViennaAustria
Full 100%*** 100%
New Media Holding Gmbh Weyringergasse 30A-1040 ViennaAustria
Global (in liquidation)
100%*** 100%
Netlounge Internet Media Services Gmbh Weyringergasse 30A-1040 ViennaAustria
Full 100%*** 100%
Onlinezone Advetising Gmbh Robinigstrasse 26A A-5020 Salzburg Austria
Full 74%*** 74%
diamond:dogs Switzerland GmbhWeyringergasse 30A-1040 ViennaAustria
Full 100%*** 0%
Emakina.hr dooStrojarska cesta 20HR-10000 ZagrebCroatia
Other participation(starting end 2015)
75.2%*** 75.2%
NOTE VI B. DEFERRED TAXES AND LATENT TAXATION LIABILITIES
NOTE VII. STATEMENT OF FORMATION EXPENSES
Emakina Group’s deferred tax liabilities regarding (only) capitalisation of costs related to investments in the consolidated accounts.
Deferred tax assets recognised in Emakina.NL, corresponding to the balances of tax losses over 5 years.
NOTE VIII. STATEMENT OF INTANGIBLE FIXED ASSETS
R & DCONCESSION,
PATENTS, LICENCESGOODWILL
31/12/15 31/12/14 31/12/15 31/12/14 31/12/15 31/12/14
A/ ACQUISITION COST
At the end of the previous financial year 2,564,221 1,814,379 2,277,532 1,875,536 1,260,813 1,240,718
Adjustments during the financial year
Additions to scope 0 0 13,280 0 152 0
Acquisitions 0 495,720 273,809 55,348 90,087 950,464
Disposals and retirement (-) 0 -69,477 -164,316 0 -116,035 0
Transfers 0 323,598 -73,820 346,648 312,890 0
Others 0 0 -54,286 0 84,225 -930,369
At the end of the financial year 2,564,221 2,564,221 2,272,199 2,277,532 1,632,132 1,260,813
C/ AMORTISATION AND WRITE-DOWNS
At the end of the previous financial year
1,677,261 1,240,054 1,847,934 1,396,756 513,874 255,397
Adjustments during the financial year:
Additions to scope 0 0 0 0 0 0
Recorded 285,876 506,684 352,108 167,161 132,061 258,477
Cancelled further to disposals and retirement (-)
0 -69,477 -136,601 0 -100,000 0
Transfers 0 0 97,551 284,016 65,446 0
Other 0 0 -121,041 0 24,367 0
At the end of the financial year 1,963,137 1,677,261 2,039,951 1,847,934 635,748 513,874
D/ NET BOOK VALUE AT THE END OF THE FINANCIAL YEAR: A – C
601,084 886,960 232,248 429,599 996,384 746,938
FINANCIAL INFORM ATION / P. 96 97
31/12/15 31/12/14
Breakdown of liabilities, item 168 - Deferred taxes (under section 129 of the Royal Decree of 30 January 2001)
At the end of the previous year 12,068 44,645
Deferred taxes on activation of acquisition costs 0 0
Regularisation of deferred taxes -4,179 -32,577
At year end 7,889 12,068
31/12/15 31/12/14
Breakdown of assets, item 412 – Deferred taxes
At the end of the previous year 79,136 93,041
Activation of deferred tax 0 0
Use of deferred tax -79,136 -89,937
Transfers 0 76,032
At year end 0 79,136
31/12/15 31/12/14
Net book value at the end of the previous financial year 195,055 297,600
Adjustments during the financial year:
New expenses incurred 0 1,050
Amortisation (-) -53,322 -103,595
Change in the scope of consolidation (+) 0 0
Net book value at the end of the financial year 141,733 195,055
Including formation expenses and costs of increasing capital 821 1,050
Of which restructuring costs 140,912 194,005
NOTE IX. STATEMENT OF TANGIBLE FIXED ASSETS ANNEXE IX. STATEMENT OF TANGIBLE FIXED ASSETS (CONTINUED)
FINANCIAL INFORM ATION / P. 98 99
CONSTRUCTIONSPLANT, MACHINES,
EQUIPMENTFURNITURE AND
VEHICLES
31/12/15 31/12/14 31/12/15 31/12/14 31/12/15 31/12/14
A/ ACQUISITION COST
At the end of the previous financial year 0 0 2,005,989 1,721,014 2,605,950 2,962,935
Adjustments during the year:
Additions to scope 3,089 0 17,307 873 523 24,549
Acquisitions 0 0 211,437 284,102 309,996 0
Disposals and retirement (-) 0 0 -113,908 0 -264,482 -33,173
Transfers 5,748 0 120,041 0 21,852 -346,648
Other 0 0 35,283 0 -307,528 -1,714
At the end of the financial year 8,837 0 2,276,149 2,005,989 2,366,311 2,605,950
C/ AMORTISATION AND WRITE-DOWNS
At the end of the previous financial year
0 0 1,686,437 1,400,392 2,212,669 2,451,979
Adjustments during the year:
Additions to scope 0 0 0 36 0 11,794
Recorded 309 0 226,038 286,009 194,917 114,514
Cancelled further to disposals and retirement (-)
0 0 -114,280 0 -210,950 -80,444
Transfers 5,748 0 120,041 0 6,477 -284,016
Other 0 0 35,540 0 -260,762 -1,159
At the end of the financial year 6,057 0 1,953,776 1,686,437 1,942,351 2,212,669
D/ NET BOOK VALUE AT THE END OF THE FINANCIAL YEAR: A – C
2,780 0 322,373 319,552 423,960 393,281
LEASING OTHER FIXED ASSETSFIXED ASSETS
UNDER CONSTRUCTION
31/12/15 31/12/14 31/12/15 31/12/14 31/12/15 31/12/14
A/ ACQUISITION COST
At the end of the previous financial year 696,704 696,704 872,538 915,466 62,596 323,598
Adjustments during the year:
Additions to scope 0 0 0 0 0 0
Acquisitions 0 0 146,882 56,841 0 62,596
Disposals and retirement (-) 0 0 -44,568 0 0 0
Transfers 0 0 47,220 0 -62,596 -323,598
Other 0 0 -89,091 -99,769 0 0
At the end of the financial year 696,704 696,704 932,981 872,538 0 62,596
C/ AMORTISATION AND WRITE-DOWNS
At the end of the previous financial year
696,704 671,425 619,434 611,401 0 0
Adjustments during the year:
Additions to scope 0 0 0 0 0 0
Recorded 0 25,279 98,178 93,393 0 0
Cancelled further to disposals and retirement (-)
0 0 -25,734 0 0 0
Transfers 0 0 0 0 0 0
Other 0 0 -78,983 -85,360 0 0
At the end of the financial year 696,704 696,704 612,896 619,434 0 0
D/ NET BOOK VALUE AT THE END OF THE FINANCIAL YEAR: A – C
0 0 320,085 253,104 0 62,596
NOTE X. STATEMENT OF TANGIBLE FIXED ASSETS
NOTE XI. STATEMENT OF CONSOLIDATED RESERVES
NOTE XII. STATEMENT OF CONSOLIDATION DIFFERENCES
The amount of variation is explained by new acquisitions, additional fees and ancillary costs related to prior acquisitions.
NOTE XIII. STATEMENT OF CREDITORS
FINANCIAL INFORM ATION / P. 10 0 101
31/12/15 31/12/14
A. COMPANIES CONSOLIDATED BY THE EQUITY METHOD
1/ Participating interests
Net book value at the end of the previous financial year 0 14,001
Adjustments during the financial year:
Acquisitions 0 0
Deconsolidation 0 -14,001
Net book value at the end of the year 0 0
B. OTHER COMPANIES
1/ Participating interests
Net book value at the end of the previous financial year 74,585 36,804
Adjustments during the financial year:
Acquisitions 21,035 50,000
Disposals -3,985 -12,219
Write-downs 0 0
Adjustments of write-downs 0 0
Net book value at the end of the year 91,635 74,585
2/ Amounts receivable
Net book value at the end of the previous financial year 232,513 215,346
Adjustments during the financial year:
Additions 9,862 17,167
Reimbursements -73,951 0
Others 0 0
Net book value at the end of the financial year 168,424 232,513
31/12/15 31/12/14
CONSOLIDATED RESERVES AT THE END OF THE PREVIOUS FINANCIAL YEAR -3,191,387 -2,059,184
Adjustments during the financial year
Share of the group in the consolidated results 557,122 -1,132,203
Other variations -93 0
Net book value at the end of the financial year -2,634,358 -3,191,387
VALUE AT THE END OF THE PREVIOUS
FINANCIAL YEAR
VARIATIONS DUE TO A CHANGE IN
THE PERCENTAGE HELD
AMORTISATION OTHERSNET BOOK VALUE
AT THE END OF FINANCIAL YEAR
Emakina.BE 0 0 0 0 0
Emakina.EU 490,420 0 63,108 0 427,312
Design is Dead 30,114 0 30,114 0 0
Emakina.FR 1,471,063 208,300 533,006 512,594 1,658,951
The Reference 223,748 0 223,748 0 0
Emakina Media 403,431 0 60,222 0 343,209
Your Agency 213,526 0 44,398 0 169,128
Emakina.UK 0 0 0 0 0
Robert & Marien 0 0 0 0 0
Emakina.CH 716,504 484,586 132,356 0 1,068,734
Merge Media 0 0 0 0 0
Emakina.NL 2,521,323 663,395 419,620 0 2,765,098
Toy Agency 512,594 0 0 -512,594 0
diamond:dogs Group
0 3,327,916 138,663 0 3,189,253
TOTAL 6,582,723 4,684,197 1,645,235 0 9,621,685
MATURING IN THE YEAR
> 1 YEAR AND < 5 YEARS
> 5 YEARS
ITEM 42 ITEM 17 ITEM 17 TOTAL
31/12/15 31/12/14 31/12/15 31/12/14 31/12/15 31/12/14 31/12/15 31/12/14
Subordinate loans 0 0 0 0 0 0 0 0
Finance lease liabilities, fi-nance and similar obligations
0 0 0 87,102 0 0 0 87,102
Credit institutions 1,513,116 1,320,845 1,035,021 0 824,437 1,383,516 3,372,574 2,704,361
Other loans 0 0 0 0 656,142 0 656,142 0
TOTAL 1,513,116 1,320,845 1,035,021 87,102 1,480,579 1,383,516 4,028,716 2,791,463
NOTE XVII. FINANCIAL RELATIONS WITH
Notice pursuant to Article 133, paragraph 6 of the Companies Act.
NOTE XIV. RESULTS
NOTE XV. OFF BALANCE SHEET RIGHTS AND COMMITMENTS
FINANCIAL INFORM ATION / P. 102 103
31/12/15 31/12/14
A Group turnover in Belgium (heading 70/4) 42,883,569 36,235,267
B11. Average number of persons employed 642 508
Workers 0 0
Employees 542 412
Management 25 21
Others 75 75
Total staff (end of period) 675 538
B12. Personnel costs (heading 62) 30,458,796 25,272,915
B13.Average number of persons in Belgium employed by the companies concerned
339 334
C2. Other extraordinary expenses (item 664/8) 42,962 398,566
Restructuring costs 0 195,425
Closed litigation 0 198,076
Other 42,962 5,065
A RIGHTS RESULTING FROM RELATED OPERATIONS
to interest rates: 4,108,334 EUR
B COMMITMENTS RESULTING FROM RELATED OPERATIONS
to interest rates: 4,108,334 EUR
C OTHER MAJOR COMMITMENTS
Miscellaneous commitments:
Pledges on goodwill of €504,422
Rental guarantees of €202,245
Bank guarantees of €87,603
Credit lines of €4,900,000
Major commitments pertaining to participating interests:
Surety of Emakina Group to connected societies: €2,100,000
Commitment to the minority interests of Emakina.CH and Emakina.BV for redemption of the remaining shares for a variable amount based on profitability.
Commitment to the minority interests of Toy Agency and DD Group for redemption of the remaining shares for a variable amount based on profitability.
31/12/15 31/12/14
A. DIRECTORS AND MANAGERS OF THE CONSOLIDATING COMPANY
1. Total amount of remuneration granted on account of their responsibilities in the consolidation enterprise, its subsidiaries and affiliated companies, including the amounts on same account of retirement pensions granted to former directors or managers.
1,281,621 1,269,638
B. THE AUDITOR OR AUDITORS AND PERSONS WITH WHOM THEY ARE RELATED
1. Fees for auditor(s) for auditory duties at group level. The company publishing this information is head of the group
86,160 71,000
2. Fees for people linked to the auditor(s) for auditory duties at group level. The company publishing this information is head of the group
26,000
3. Fees for extraordinary or special services carried out for the group and its subsidiaries by people linked to the auditor(s)
3,000 18,500
a. Other certification services 3,000 2,000
c. Other services apart from the audit assignment 16,500
NOTE XVI. TRANSACTIONS WITH RELATED PARTIES MADE UNDER CONDITIONS OTHER THAN THOSE OF THE MARKET
There were no transactions to report that were carried out under conditions other than market conditions. However, related parties do not include companies (almost) entirely owned by the group.
FINANCIAL INFORM ATION / P. 104 105
SUMMARY OF CONSOLIDATED VALUATION RULES
I - SCOPE AND CONSOLIDATION METHOD
See page 79
II - VALUATION RULES
1. VALUATION OF ASSETS
Formation expenses
Formation expenses are carried at their acquisition value. Restructuring costs and Research and Development costs, excluding those acquired from third parties, are capitalised at cost.
Formation costs and capital increase costs are amortised over a period of 5 years using the straight line method.
Costs related to the IPO are amortised on a straight line basis over a period of 8 years. Other costs (SOP and others) are amortised over 5 years using the straight line method.
Goodwill (positive consolidation differences)
Goodwill includes differences between the share of equity of the consolidated entities and the book value of the investment in these entities, which are not allocated to assets and liabilities.
Goodwill is presented on the balance sheet under item III ‘good-will’ and badwill is presented in liabilities under item V ‘badwill’.
Goodwill is amortised over 8 years. Amortisation is recorded under financial charges.
Intangible assets
Intangible assets are capitalised at their acquisition cost or production cost.
The following amortisation rates are applied:
• research and development costs prorated linear method, rate: 25%;
• patents, concessions and licenses prorated linear method, rate: 20%;
• software prorated linear method, rate: 33%;
• goodwill prorated linear method, rate: 12.5%.
Tangible assets
Tangible assets are capitalised at acquisition cost, or produc-tion cost. Costs attributable to assets are expensed during the financial year.
Tangible assets are amortised on the prorated straight line basis. For fixed assets, depreciation rates used are as follows:
• installations, facilities and fixtures between 5 and 20%;
• machinery and equipment from 20 to 33%;
• furniture between 20 and 33%;
• office equipment from 20 to 33%;
• computer equipment between 20 and 33%;
• vehicles from 20 to 25%.
Non-deductible VAT on vehicles is capitalised.
Second-hand tangible assets are depreciated on a straight line basis at a rate between 20% and 50%.
Financial assets
Shares and receivables under this heading are carried at ac-quisition value excluding ancillary costs.
Receivables on subsidiaries and affiliated companies are listed under financial assets if the Group intends to support the bor-rower on a sustainable basis. These receivables are carried on the balance sheet at their nominal value.
Investments and shares under this heading are subject to write-downs in case of durable depreciation justified by the situation, the profitability or the prospects of the company in which these investments and shares are held.
Receivables under this heading are written down if their reim-bursement at due date is fully or partially uncertain or at risk.
Short term and long term receivables
Short term and long term receivables are carried at nominal value and subject to write-downs if their reimbursement at due date is fully or partially uncertain or at risk.
Investments and cash equivalents
Deposits with credit institutions are valued at their nominal value. Foreign currency assets are converted at the exchange rates prevailing at the last day of the financial year. Gains and losses on foreign currencies are recorded in the statement.
2. Valuation of liabilities
Provisions for liabilities and charges
Each year, the board of directors evaluates the necessary pro-visions prudently and in good faith. These provisions are based on the individual nature of the risks and charges that they are intended to cover. The provisions are reversed insofar as they exceed the year-end evaluation of the risks and charges that they were intended to cover.
Short term and long term debts
Debts are carried at nominal value. The obligations arising from financial leasing or similar contracts on tangible assets owned
by the company are recognised as a liability at an amount equal to the sum of the contractual lease payments.
3. Revaluation
Fixed assets, investments and shares included under financial assets are not subject to revaluation.
4. Foreign currencies
Receivables and payables in foreign currencies are carried at the exchange rate prevailing at the transaction dates. They are converted at the end of the period at the closing rate, unless they are specifically hedged. Exchange rate losses arising from this revaluation are recognised in the income statement and exchange rate gains are recognised on the balance sheet as deferred income.
5. Revenue recognition on contracts in progress (fixed prices)
When a group entity takes on a project for which the client demands a fixed price contract, project managers prepare an estimate of the budget. An invoicing schedule is established in the contract and corresponds to milestones for deliverables. Generally, the pattern is as follows: (i) advance billing, (ii) pro-totype version, (iii) project release (iv) end of guarantee period.
Contracts in progress are estimated according to the stage of completion of the project (recognition of income including margin according to percentage of completion). As a result, based on accounting principles used by the group, contracts in progress are recorded under assets under construction when the percentage of completion is higher than the invoicing schedule and under advances received (liabilities) when the invoicing schedule is ahead of the percentage of completion.
If one or more of the accounting policies mentioned here is no longer valid, changes will be made, and the reasons for these changes and their impact on the financial statement included in the annual report.
6. Deferred taxes
Deferred tax liabilities:
When necessary, deferred tax liabilities are recognised and calculated at the tax rate expected to apply when the tempo-rary differences no longer exist, and to the extent that actual taxation will occur.
Deferred tax assets:
The group recognises deferred tax assets (on unused tax losses carried forward) in its consolidated financial statements to the extent that it is probable that taxable profit will be available against which these unused tax losses carried forward can be used.
7. Research and development
As part of its business, Emakina conducts research into deve-
loping and implementing technology solutions.
The company’s board of directors decided in its meeting in December 2011, to authorise funding for research and deve-lopment in specific cases:
• only for R&D projects representing an investment of more than EUR 50,000. These projects must also be supported by a subsidy from a public body;
• on an actual cost basis (to the extent that it does not exceed a cautious estimate of the value of using these assets or their future profitability for the company), and amortised on a straight line basis over 3 years;
• through the item ‘Capitalised Production’ in the conso-lidated results.
STATUTORY ANNUAL ACCOUNTS OF EMAKINA GROUP AT 31 DECEMBER 2015
FINANCIAL INFORM ATION / P. 106 107
The statutory annual accounts of Emakina Group are presented in a condensed version after appropriation of the 2015 income. Pursuant to the Companies Code, the complete annual accounts and auditor’s report are filed at the National Bank of Belgium.
The statutory accounts only reflect the accounting position of the parent company, as a holding company. These accounts are not a reflection of the group’s activity.
STATUTORY BALANCE SHEET ESTABLISHED ACCORDING TO BELGIAN ACCOUNTING STANDARDS (BELGIAN GAAP) AFTER APPROPRIATION
ASSET (EUR) CODES 31/12/15 31/12/14
FIXED ASSETS 20/28 21,309,950 16,745,102
Formation expenses 20 0 0
Intangible assets 21 218,131 457,048
Tangible assets 22/27 17,335 32,817
Financial assets 28 21,074,484 16,255,237
Affiliated Enterprises 280/1 21,054,009 16,203,022
Participating interests 280 20,572,952 15,843,915
Amounts receivable 281 481,057 359,107
Other enterprises linked by a participating interest 282/3 0 0
Participating interests 282 0 0
Other financial assets 284/8 20,475 52,215
Participating interests 284 20,300 24,285
Guarantees 285/8 175 27,930
CURRENT ASSETS 29/58 3,364,564 2,854,598
Amounts receivable after one year 29 0 0
Contracts in progress 3 0 0
Amounts receivable within one year 40/41 2,759,112 2,515,687
Trade debtors 40 1,687,875 813,336
Other amounts receivable 41 1,071,237 1,702,351
Current investments 50/53 58,884 74,998
Own shares 50 58,884 74,998
Other investments 51/53 0 0
Cash at bank and in hand 54/58 375,582 150,386
Accrued income and deferred charges 490/1 170,986 113,527
TOTAL ASSETS 20/58 24,674,514 19,599,700
LIABILITIES (EUR) CODES 31/12/15 31/12/14
EQUITY 10/15 17,549,593 15,837,233
Capital 10 9,347,962 9,229,661
Subscribed Capital 100 9,347,962 9,229,661
Share premium account 11 3,436,644 3,101,458
Reserves 13 412,247 365,417
Legal reserve 130 301,753 238,809
Unavailable reserves for own shares 1310 58,884 74,998
Available reserves 133 51,610 51,610
Profit carried forward 14 4,352,740 3,140,697
PROVISIONS AND DEFERRED TAXES 16 0 0
AMOUNTS PAYABLE 17/49 7,124,921 3,762,466
Debts payable after one year 17 1,339,438 1,095,815
Debts payable within the year 42/48 5,528,983 2,656,727
Current portion of debts payable after one year 42 796,417 425,471
Financial debts 43 400,000 1,044,191
Trade debts 44 1,476,206 753,001
1. Suppliers 440/4 1,476,206 753,001
Advance payments received 46 0 0
Taxes, wages and social security 45 156,360 70,499
1. Taxes 450/3 111,325 8,320
2. Wages and social security 454/9 45,035 62,179
Other debts 47/48 2,700,000 363,565
Accrued charges and deferred income 492/3 256,500 9,924
TOTAL LIABILITIES 10/49 24,674,514 19,599,700
FINANCIAL INFORM ATION / P. 108 109
STATUTORY INCOME STATEMENT ESTABLISHED ACCORDING TO BELGIAN ACCOUNTING STANDARDS (BELGIAN GAAP)
* Proposal submitted to the general meeting of shareholders on 22 April 2015.
INCOME STATEMENT (EUR) CODES 31/12/15 31/12/14
Sales and services 70/74 5,372,473 4,428,616
Turnover 70 5,167,288 4,311,160
Other operating income 74 205,185 117,456
Cost of sales and services 60/64 -5,304,692 -4,337,620
Raw materials and goods for resale 60 191,813 249,000
Purchases 600/8 191,813 249,000
Services and other goods 61 4,574,373 3,484,755
Wages, social security and pensions 62 268,045 290,671
Depreciation / write-downs on formation expenses, intangible and tangible fixed assets
630 267,212 313,194
Other operating charges 640/8 3,249 0
Operating profit 9901 67,781 90,996
Financial income 75 1,286,589 1,765,053
Income from financial fixed assets 750 1,172,735 355,605
Income from current assets 751 76,861 1,821
Other financial income 752/9 36,993 1,407,628
Financial expenses 65 -88,022 -144,169
Debt charges 650 72,890 127,806
Other financial expenses 652/9 15,132 16,362
Current profit before tax 9902 1,266,348 1,711,881
Extraordinary income 76 0 0
Other financial expenses 761 0 0
Extraordinary expenses 66 -618 -287,012
Write-downs on financial fixed assets 661 0 0
Loss on the disposal of fixed assets 663 0 190,801,37
Other extraordinary expenses 664/8 618 96,210,32
Profit for the year before tax 9903 1,265,730 1,424,869
Income taxes 67/77 -6,857 363
Tax adjustments and write-backs of tax provisions 67 6,857 0
Tax adjustments and write-backs of tax provisions 77 0 363
Profit for the year 9904 1,258,873 1,425,232
APPROPRIATION OF RESULT (EUR) CODES 31/12/2015* 31/12/14
Profit (loss) to be appropriated 9906 4,399,570 3,281,066
Profit (loss) to be appropriated 9905 1,258,873 1,425,232
Profit (loss) brought forward 14P 3,140,697 1,855,834
Deductions from equity 791/2 16,114 0
On the reserves 792 16,114 0
Transfers to capital and reserves 691/2 -62,944 -140,370
To legal reserve 6920 62,944 71,262
To available reserves 6920 0 69,108
Profit (loss) to be carried forward 14 4,352,740 3,140,697
Profit to be distributed 694/6 0 0
Dividends 694 0 0
AUDITOR’S REPORT
AUDITOR’S REPORT TO THE GENERAL AS-SEMBLY OF THE PUBLIC LIMITED COMPANY EMAKINA GROUP FOR THE YEAR ENDED 31 DECEMBER 2015
In accordance with the legal and statutory provisions, we are reporting as the framework of our mandate as auditor. This re-port includes our opinion on the balance sheet at 31 December 2015, the results statement for the year ended 31 December 2015 and Annexes which together form the “Annual accounts” as well as our report on other legal and regulatory obligations.
REPORT ON THE FINANCIAL STATEMENTS - OPINION WITHOUT RESERVATIONS
We have audited the Annual Accounts of the Emakina Group S.A. (the “Company”) for the year ended 31 December 2015, established on the basis of accounting principles applicable in Belgium, with a balance sheet total is €4,674,514 and whose accounting results ended in profit for the year of €1,258,873.
Responsibility of the management body concerning the establishment Annual Accounts
The Management Authority is responsible for the establishment of Annual accounts giving a faithful picture in accordance with accounting principles applicable in Belgium. This responsibility includes: conception, implementing and monitoring an internal control relating to the establishment of the Annual Accounts giving a faithful image and having no significant anomalies, whether owing to fraud or error; the selection and application of appropriate rules of assessment and the determination of rea-sonable accounting estimates with regard to the circumstances.
Auditor’s responsibility
Our responsibility is to express an opinion on these annual accounts based on our audit. We conducted our audit in accordance with International Standards on Auditing (International Standards on Auditing “lSA’s”). These standards require us to conform to the deontological requirements, and to plan and realise the audit with a view to obtain reasonable assurance that the Financial Statements do not include any significant anomalies.
An audit involves implementing procedures with a view to obtain evidence concerning the amounts and disclosures in the Annual Accounts. The choice of procedures implemented rests with the judgment of the Auditor, including the evaluation of the risk that the annual accounts may contain significant anomalies, whether due to fraud or error. In making this risk assessment, the Auditor considers the internal controls of the entity, in es-tablishing the annual accounts providing an accurate portrayal in order to define appropriate audit procedures according to the circumstances, not for the purpose of expressing an opinion on the effectiveness of the internal controls of the entity.
An audit also includes evaluating the appropriateness retained the valuation rules, the reasonableness of accounting estimates made by the management body, and appreciation of the overall presentation of the Annual Accounts.
We have obtained from management and responsible officers of the entity, the explanations and information necessary for our audit and we believe that the evidence gathered sufficient and appropriate to base our opinion.
Unqualified opinion
In our opinion, the Company’s Annual Accounts give a fair picture of the assets and financial position of the Company on 31 December 2015, and of its results for the year then ended, in accordance with GAAP requirements applicable in Belgium.
REPORT ON OTHER LEGAL OBLIGATIONS AND REGULATIONS
The management board is responsible for producing and the content of the Management Report on the Annual Accounts, pursuant to article 96 of the Companies Code and the compli-ance with legal and regulatory requirements applicable to the accounting practices, of the Companies Act and the Articles of the company.
As part of our audit in accordance with the applicable additional standards issued by the ‘Institut des Réviseurs d’Entreprise’, as published in the Moniteur Belge of 28 August 2013 (the “Com-plementary Standards”), our responsibility is to perform certain procedures, in all significant aspects, with regards to certain legal obligations and rules, as defined by these ‘Complementary Standards’. Based on the outcome of these proceedings, we make following additional statements, which do not affect our opinion on the financial statements:
• the management report on the annual accounts deals with the particulars, as required by law, is consistent with the annual accounts and does not include significant inconsistencies with respect to the information we had knowledge of, as part of our mandate. However, we are not in a position to express an opinion on the description of the principal risks and uncertainties that the company is facing, and of its situation and its foreseeable evolution or the significant influence of certain facts on its future devel-opment. We can nevertheless confirm that the information provided does not show any obvious inconsistencies with the information we became aware during our mandate.
• without prejudice to formal aspects of minor importance the accounting records are maintained in accordance with laws and regulations applicable in Belgium;
• the appropriation of results proposed at the General Meeting complies with legal and statutory provisions;
• we do not have to report any transactions undertaken or de-cisions taken in violation of the bylaws or the Company Code.
Diegem, 31 March 2016Ernst & Young Registered Auditors SCCRLAuditor represented by Eric Golenvaux, Partner *
AUDITOR’S REPORT TO THE GENERAL ASSEMBLY OF THE PUBLIC LIMITED COMPANY EMAKINA GROUP FOR THE YEAR ENDED 31 DECEMBER 2015 (CONSOLIDATED FINANCIAL STATEMENTS)As required by law, we report to you as part of our mandate as Auditor. This report includes our opinion on the consolidated balance sheet at 31 December 2015, the consolidated income statement for the year ended 31 December 2015 and annexes (together forming the “Consolidated Accounts”) and our report on other legal and regulatory obligations.
REPORT ON THE CONSOLIDATED FINANCIAL STATE-MENTS OPINION WITHOUT RESERVATIONS
We have audited the consolidated financial statements of Emaki-na Group SA (the “Company”) and its subsidiaries (together the “Group”) for the year ended 31 December 2015 prepared based on the applicable financial reporting framework in Belgium where the consolidated balance sheet amounts to €41,745,193 and whose consolidated income statement results in a profit, coming from the group, of €557,122.
Responsibility of the management body on the establishment of the Consolidated Financial Statements
The managing board is responsible for establishing the Con-solidated Financial Statements which present a fair account in accordance with the accounting principles applicable in Bel-gium. This responsibility includes: conception, implementing and monitoring of internal controls relating to the preparation of the Consolidated Financial Statements giving a true picture and having no significant anomalies, whether due to fraud or error; the selection and application of appropriate accounting rules; and the determination of reasonable accounting estimates with regard to the circumstances.
Commissioner’s responsibility
Our responsibility is to express an opinion on these Consoli-dated accounts on the basis of our audit. We conducted our audit in accordance with International Standards on Auditing (International Standards on Auditing - “lSA’s”). Those standards require that we comply with ethical requirements, and plan and perform the audit in order to obtain a reasonable assurance that the consolidated financial statements do not include any significant anomalies.
An audit involves performing procedures to obtain evidence about the amounts and disclosures in the consolidated financial statements.
The choice of procedures performed depend on the judgment of the Commissioner, including the risk assessment that the consolidated financial statements carry significant anomalies, whether due to fraud or error. In making this risk assessment, the Auditor considers the internal controls of the group, on assuring the consolidated financial statements give a fair picture, in order to define audit procedures appropriate in the circumstances, and not for the purpose of expressing an opinion on the effectiveness of internal controls of the entity.
An audit also includes evaluating the appropriateness of the valuation rules used, the reasonableness ofaccounting estimates made by the management body, and appreciation of the overall presentation of the Consolidated Financial Statements.
We have obtained from management and responsible officers of the company the explanations and information necessary for our audit and we believe that the evidence gathered is sufficient and appropriate to base our opinion.
Unqualified opinion
In our opinion, the consolidated financial statements of the Group as at 31 December 2015 give a true view of the assets and the consolidated financial situation and its consolidated results for the year then ended, in accordance with accounting principles applicable in Belgium.
REPORT ON OTHER LEGAL OBLIGATIONS AND REGULA-TIONS
The managing board is responsible for the establishment and content of the Management Report on the Consolidated Ac-counts pursuant to article 119 of the Companies Code. As part of our audit in accordance with the additional standards appli-cable, issued by the Institute of Auditors (l’Institut des Réviseurs d’Entreprise) as published in the Moniteur Belge of 28 August 2013 (the “Complementary Standard”), our responsibility is to perform certain procedures, in all significant aspects, as to the respect of certain legal obligations and regulations, as defined by the Complementary Standards.
Based on the outcome of these proceedings, we make the following additional statement, that does not affect our opinion on the consolidated financial statements:
• the management report on the consolidated financial state-ments deals with particulars required by law, is consistent with the Consolidated accounts and does not include sig-nificant inconsistencies with respect to the information of which we had knowledge as part of our mandate. However, we are not able to express an opinion on the description of the principal risks and uncertainties that the company is facing, and of its situation, its foreseeable evolution or the significant influence of certain facts on its future develop-ment. We can nevertheless confirm that the information provided does not show no obvious inconsistencies with the information we became aware during our mandate.
Diegem, 31 March 2016Ernst & Young Registered Auditors SCCRLAuditor represented by Eric Golenvaux, Partner *
FINANCIAL INFORM ATION / P. 1 10 1 1 1
* Acting on behalf of a SPRL.
DIRECTORS’ STATEMENT
SHARE PRICE FLUCTUATION IN 2015
INVESTOR RELATIONS
Brice Le Blevennec and Karim Chouikri, CEO and board members of Emakina Group, and Denis Steisel, president of the board, declare that to the best of their knowledge, the consolidated accounts, up to 31 December 2015 and the (statutory) annual accounts up to 31 December 2015, conforming to the Belgian accounting requirements, provide an accurate account of the assets, the financial situation and the results of Emakina Group. Moreover, the 2015 management report contains a reliable account of the information contained therein.
FINANCIAL CALENDAR Ordinary meeting of shareholders 2016 : 22 April 2016
Half year report 2016 : 16 September 2016
Annual press release 2016 : 17 March 2017
Annual financial report 2016 : 31 March 2017
EMAKINA GROUPRue Middelbourg 64A
1170 Brussels
Tel.: +32 2 400 40 00
Fax: +32 2 400 40 01
BTW 464.812.221.
ISIN BE0003843605
www.emakina.com
E-mail: [email protected]
INVESTORS
KARIM CHOUIKRICEOTel.: +32 2 400 40 00E-mail: [email protected]
FRÉDÉRIC DESONNAYCFOTel.: +32 2 788 79 26 E-mail: [email protected]
MEDIA
BRICE LE BLÉVENNECCEOTel.: +32 2 400 40 00E-mail: [email protected]
LUC MALCORPSDirector of Media RelationsTel.: +32 2 788 79 73E-mail: [email protected]
PRICE (IN EUR)
THS
VOLUME (IN THOUSANDS)
FINANCIAL INFORM ATION / P. 1 1 2 1 1 3
EUR
2
1
0 F M A M J J A S O N D
11.50
11.10
10.70
10.30
9.90
9.50
9.10
8.70
8.30
7.90 F M A M J J A S O N D
CHAPTER 5APPENDICES
Glossary of terms P. 116
GLOSSARY
A/B OR MULTIVARIATE TESTING
A method of analysis involving two versions (A and B) of an interface: A represents the version currently being used, and B is a version with a change that may influence consumer or user behaviour. ‘Multivariate testing’ refers to testing several changes at the same time.
ABOVE THE LINE (ATL)
An Above The Line campaign promotes a brand, product or service through the mass media (press, TV, cinema, radio, or billboards).
ADVERGAMING
Using games or video games to promote a brand, service or product.
AFFILIATE MARKETING
This is a partnership between a site editor and a commercial site that wants to develop its online sales or reap a larger number of requests for quotations. The commercial site, known as the ‘merchant’ suggests an affiliation with a site that wants to promote its traffic – known as the ‘affiliate’. This affiliate agreement lays down the commission the affiliate will receive by contributing to the sale of products or services at the merchant site.
AGILE
Agile methodologies take the systems used to develop computer projects (like designing software) and apply these to all kinds of project. The ‘Agile manifesto’ written in 2001 describes a set of methods that are more pragmatic than traditional ones, giving the client the maximum input and responding even better to client demands, with all this laid out in a development contract. Agile methods are based on a common development cycle (iterative, incremental and adaptive) and four common values (the team, the application, collaboration and accepting change). These common values are broken down into 12 principles.
API
In computing, the program interface (often referred to as the API or Application Programming Interface) of a computer system provides services to other bits of software. It is provided by a software library, and is usually accompanied by a description of how consumers can use its features.
AUGMENTED REALITY
When computer systems superimpose a virtual 3D or 2D model on someone’s perceptions, in real time, this is known as aug-mented reality. There are different ways of projecting realistic
virtual objects onto the real world. They might involve visual perception (with virtual images overlaying actual images) or other forms of sensory perception such as touch or hearing.
BACK OFFICE
Management information system for something that is not directly related to clients, such as stocks, form processing or purchase orders. In general, the back office represents all parts of an organisation without direct customer contact, for instance, accounting, production, and IT.
BACK-END & FRONT-END
The front-end refers to the visible part, in other words, the user interface of a computer program. The back-end means the part of a program that performs the ‘invisible operations’, such as processing data or management operations (for example, updating content that is visible in the front-end).
BELOW THE LINE (BTL)
This refers to a promotional campaign for a brand, service or product aimed at an audience that is more precisely defined than simply consumers of the mass media (see ‘Above the line’). It may involve advertising via mail or e-mail, specific events, catalogues or demonstrations at the points of sale.
BIG 4
‘The Big 4’ means the world’s four largest auditing and business services groups (DTT, EY, KPMG and PwC).
BITTORENT
This is a P2P (peer to peer) data transfer protocol, based on peer to peer downloading of files or fragments of a file. These fragments can arrive in any order and from multiple sources, and the file is effectively downloaded when all segments have arrived. Network efficiency is greatest when there are a lot of users because all of those who are downloading help build what they are downloading.
BOUNCE RATE
The percentage of online visitors who leave a web page without consulting other pages on the same site.
BRICK AND MORTAR
A traditional sales company operating through physical outlets in real-life buildings, as opposed to an e-commerce operation where sales are made online.
CMA Community Manager takes charge of interaction and ex-changes with netizens on behalf of a brand or company, and brings that brand or company’s official social media to life. The evolving role also involves moderating online communities.
CMS (CONTENT MANAGEMENT SYSTEM) Computer system providing businesses and organisations with a set of features allowing them to manage the content of a website quickly and easily.
CONTENT MARKETINGContent marketing is a marketing strategy that involves a company creating and distributing media content to win new customers. The content might be informative, useful or fun, and can be presented in the guise of news, videos, white papers, ebooks, computer graphics, case studies, practical guides, Q&As, photographs, forums, and corporate blogs – to name a few possibilities.
CRM (CUSTOMER RELATIONSHIP MANAGEMENT)All marketing operations that try to improve the relationship with customers, increase loyalty, and maximize sales figures or profit margins. CRM includes data analysis on clients, mar-keting and support operations. It uses all available channels to connect with clients. More specifically, CRM can mean all of the technology used to manage customer relations. CRM typically aims to offer a customer (or a prospective one) pro-ducts and services that are most likely to be of interest, based on the available data about this person.
CUSTOMER JOURNEY The customer journey refers to all interactions that take place between a user (often referred to as a ‘persona’) and a brand or company, from the first point of contact to the completion of an objective (such as purchase or registration). It also refers to online interactions with a brand or company.
DASHBOARDThe dashboard is a visual interface that presents data in a simple way.
DIGITAL NATIVESDigital natives are people who grew up with information and communications technology, as opposed to digital immigrants who had to ‘convert’ to IT tools at the start of the digital era.
DIGITAL MARKETING SHOPPER
All activation techniques to increase online sales. This is also, by extension, a technology that can use its knowledge of the behaviour of online shoppers to influence their choice between several similar products or services at the moment of purchase.
DIRECT MARKETING
Direct marketing is a communication and sales technique that sends a customised, incentivising message to targeted indivi-duals or companies, to obtain an immediate and measurable response. It is based on the use of databases and all forms of communication that allow a quick response and a way for the target audience to give this response.
EYE TRACKING
This refers to recording (filming) and analysing the eye move-ment of somebody using a product, service or interface. The technique was originally used in marketing to assess advertising (print and display) and create packaging. Eye tracking is now part of many web marketing applications. It is used to measure the usability of web sites and e-mails, and to analyse how eye-catching advertising slots might be. The goal is generally to follow the movement of the eye after a first look, measure how long it rests and where it focuses.
FRAMEWORK
The libraries, tools and conventions behind application deve-lopment, the framework enables faster development (because tools are provided) and makes the application more easily adaptable by using a standard methodology. Its components are organised to interact well with each other.
FULL STACK JAVASCRIPT
The Full Stack Javascript approach is to develop websites or applications using only Javascript as a programming language, both for the front-end and back-end side.
FUNNEL TRACKING
A funnel is a type of graphical analysis created by audience analysis tools to show how many visitors become customers (the conversion rate), plus the steps or pages on which these visitors are lost. Funnel tracking is the process of monitoring this. On a web sales page, funnel tracking generally begins at the page where a product is placed in a shopping trolley and ends on the order confirmation page.
APPENDICES / P. 1 16 1 17
GAMIFICATION
Gamification is the use of game mechanisms and game de-sign methods in non-playing contexts to encourage certain behaviour, develop certain skills or engage people in an ap-plication process.
GRP (GROSS POINT RATING)
The GRP represents the level of pressure that an advertising campaign puts on a defined target audience. It is calculated in terms of the average number of opportunities that 100 people in the target group have of being in contact with the advertising campaign.
INBOUND MARKETING
Inbound marketing is a marketing strategy to bring customers to you rather than going off to find them with traditional marketing techniques. Content marketing is a type of inbound marketing that attracts the attention of prospective customers by posting high quality site content so it is ranked highly on search engine listings and shared on social networks.
INTERACTIVE INSTALLATION
An interactive installation aims to draw prospective customers out from simply watching into the role of participants in an experience, whether this is artistic, promotional, scientific or something else. All of the senses, technologies, forms of artistic expression and media may be used to create the most enveloping experience possible.
KPI (KEY PERFORMANCE INDICATORS)
Key performance indicators measure the success of a company or one of its activities. They are typically identified at the start of a project and then measured after execution, so they can show whether the solutions that were used were effective and whether they need to be adapted.
LINK BUILDING
Link building or netlinking is increasing the number of hypertext links that lead to a web site from other sites that attract the target audience. These hyperlinks may be created by trading exchanges or buying links. The objective is to improve rankings in search engines.
MULTI-CHANNEL
A multi-channel experience links the user to all a brand’s channels of communication and sales at the same time. No channel is isolated; instead, they are all integrated around the user, who is at the centre of this marketing strategy.
NATIVE ADVERTISING
Native advertising is a form of online advertising that aims to attract consumer attention by delivering content through a user
experience. This advertising format varies according to the form and function of the medium that is being used. In this sense, it is similar to an infomercial, but native advertising tends to be clearer about its intentions. The aim is to make advertising less intrusive and increase the likelihood that the user clicks on the advert. The most common form of native advertising is a sponsored article on a specialised blog.
NATIVE APPLICATION
A mobile application developed specifically for the current systems used on smartphones and tablets (for example, iOS and Android).
PERSONA
An imaginary character who represents a target group. When designing a website, you might need to define several personae, each representing a type of potential visitor. These personae make it easier to incorporate the needs and aims of future site visitors, when the site is being designed. The result is improved website usability and ergonomics.
POS
Point Of Sale.
RE-MARKETING
Re-marketing is a technique to provide repeat visitors to a website with commercials about the products and services that they have already browsed on that website.
RESPONSIVE
Responsive design describes websites and applications where the presentation of content adapts to the platform used, to make them more usable, ergonomic and easier to navigate. Responsive design aims to provide the most relevant content and features for the computer or device used, assuming that people have different expectations of a web system depending on the way they are accessing it.
RETARGETING
Retargeting shows users personalised adverts, all over the web, based on products or services they previously found on a website. This is to encourage them to return to that website.
ROI (RETURN ON INVESTMENT)
A financial ratio that measures the amount of money lost or gained relative to the sum initially spent.
SEA (SEARCH ENGINE ADVERTISING)
SEA means advertising on search engines, and the process of buying this advertising space.
SEO (SEARCH ENGINE OPTIMISATION) A technique to improve the ranking of a website in search engine results.
SLA (SERVICE LEVEL AGREEMENT)Contract or part of a contract specifying all levels of service to be provided by the IT service provider to the customer. It is a formal and binding commitment between a service provider and client. A maintenance contract typically specifies the maximum response time, depending on the type of incident reported.
SOCIAL MEDIA MARKETINGA marketing technique to increase traffic to a website or en-hance the awareness of a brand or business, by using social media. This usually means producing quality content that users are encouraged to share, so that the message is spread by electronic word-of-mouth (EWoM). This is more effective than obvious advertising.
OPERATING SYSTEMComputer software that makes a computing device work (for example, a computer, smartphone or tablet). The most common are Android, iOS, Windows, OSX and GNU Linux.
USABILITYThe usability is the user’s perception of the effectiveness (ability to perform a task) and efficiency (how long it takes to do it well) of software, a website, a mobile application or any digital interface.
VIRTUAL REALITYVirtual reality is a computer simulation that is interactive, immersive, visual, audible and/or sensitive to touch. It might conjure up a real or imaginary environment.
WATERFALLThe waterfall model is a sequential design process used in the software development industry, where progress is visualised as a waterfall-like cascade through the following stages of design: idea, launch, analysis, design, building, testing, production /implementation and maintenance. The term is mainly used by those using agile methodologies based on an iterative (or cyclical) approach instead.
WEB SERVICESA web service is a means of communication between two electronic devices, using a network. It is a software functionality enabled by the Web and permanently available. Similar to API, it is an interface offered by the producer’s system and made available to other consumer systems.
APPENDICES / P. 1 18 1 19
CONTACT
EMAKINA GROUP
Rue Middelbourg 64A 1170 Brussels Belgium
TVA BE0464.812.221 ISIN BE003843605 Tel. +32(0)2 400 40 00 Fax +32(0)2 400 40 01 e-mail [email protected] www.emakina.com
INVESTORS
Karim Chouikri CEO +32(0)2 400 40 00 [email protected]
Frédéric Desonnay CFO +32(0)2 788 79 26 [email protected]
MEDIA
Brice le Blévennec CEO +32(0)2 400 40 00 [email protected]
Luc Malcorps PR Manager +32(0)2 788 79 73 [email protected]
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