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www.uproar.de

BEST ONLINE ENTERTAINMENT SITE OF THE WORLD


Filed on Nov 14 2000

Item 2: Management`s Discussion and Analysis of Financial Condition and Results of Operations

THIS REPORT CONTAINS "FORWARD-LOOKING STATEMENTS" WITHIN THE
MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT") AND SECTION 21E OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT"). THESE
FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF
PREDICTIVE, FUTURE-TENSE OR FORWARD-LOOKING TERMINOLOGY, SUCH
AS "BELIEVES," "ANTICIPATES," "EXPECTS," "ESTIMATES," "PLANS,"
"MAY," "INTENDS," "WILL," OR SIMILAR TERMS. THESE STATEMENTS
APPEAR IN A NUMBER OF PLACES IN THIS REPORT AND INCLUDE
STATEMENTS REGARDING THE INTENT, BELIEF OR CURRENT
EXPECTATIONS OF THE COMPANY, ITS DIRECTORS OR ITS OFFICERS WITH
RESPECT TO, AMONG OTHER THINGS: (1) TRENDS AFFECTING THE
COMPANY`S FINANCIAL CONDITION OR RESULTS OF OPERATIONS, (2) THE
COMPANY`S BUSINESS AND GROWTH STRATEGIES, (3) THE INTERNET AND
INTERNET COMMERCE AND (4) THE COMPANY`S FINANCING PLANS. THE
COMPANY ASSUMES NO OBLIGATION TO UPDATE ANY FORWARD-LOOKING
STATEMENTS. INVESTORS ARE CAUTIONED THAT ANY SUCH
FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE
PERFORMANCE AND INVOLVE SIGNIFICANT RISKS AND UNCERTAINTIES,
AND THAT ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE
PROJECTED IN THE FORWARD-LOOKING STATEMENTS AS A RESULT OF
VARIOUS FACTORS SET FORTH UNDER "RISK FACTORS" AND ELSEWHERE
IN THIS REPORT. THE FOLLOWING DISCUSSION OF THE FINANCIAL
CONDITION AND RESULTS OF OPERATIONS OF THE COMPANY SHOULD
ALSO BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND
NOTES RELATED THERETO INCLUDED ELSEWHERE IN THIS REPORT.

Overview

Uproar Inc. is the producer of uproar.com, a leading online entertainment destination. Through our
network of Web sites, we provide online game shows and interactive single- and multi-player games
that appeal to a broad audience. Our business was originally formed in February 1995 as E-Pub
Services Limited, a corporation organized under the laws of Ireland. From February 1995 through
July 1997, we focused on developing our technology, raising capital and recruiting personnel and
did not generate significant revenues. In July 1997, we formed Uproar Ltd., a corporation organized
under the laws of Bermuda, which became the parent of E-Pub Services Limited. In September
1997, we launched our Web sites uproar.com and uproar.co.uk. Uproar Inc. was incorporated in
Delaware on December 16, 1999. On January 26, 2000, Uproar Ltd. domesticated from Bermuda
to Delaware and merged with Uproar Inc. on January 27, 2000.

On March 16, 2000, the Securities and Exchange Commission declared effective the Company`s
Registration Statement on Form S-1. Pursuant to this Registration Statement, the Company
completed a public offering in the United States of 2,500,000 shares of its Common Stock at an
offering price of $33.88 per share ("the Offering"). Net proceeds to the Company from the Offering
totaled approximately $77.1 million.

In July 2000, the Company launched Uproar Lotto, a game that allows users who play at no cost to
win $1 million if they match 7 numbers from a daily drawing. The Company has purchased
insurance based on the number of lotto entries.

On August 11, 2000, the Company consummated the acquisition of Take Aim Holdings Ltd., a
British Virgin Islands company in the development stage ("Take Aim"), and its subsidiaries, pursuant
to an Agreement and Plan of Merger dated August 7, 2000. Take Aim has developed a Web site
that allows users to predict the outcome of world events for a chance to win prizes.

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The acquisition was accounted for under the purchase method of accounting, and accordingly, the
operating results of Take Aim have been included in the Company`s consolidated results of
operations from the date of acquisition. The purchase price was $9,492,995, which included the
issuance of 1,333,334 shares of common stock with a fair value of $9,141,738 and acquisition
costs of approximately $300,000. The Company also assumed Take Aim`s outstanding options to
purchase, after conversion, 28,941 shares of the Company`s common stock. The fair value of the
vested options, amounting to $51,257, was included in the purchase price and the intrinsic value of
the unvested options at the date of acquisition, amounting to $145,660, was recorded as deferred
compensation and is being expensed over the remaining vesting periods. The excess of the purchase
price over the fair value of the net assets acquired, amounting to $8,741,139, has been recorded as
goodwill and other intangibles, which are being amortized over three years.

On October 20, 2000, the Company acquired iwin.com, Inc., a Delaware corporation ("iwin"),
pursuant to an Agreement and Plan of Reorganization, dated as of July 25, 2000. iwin has
developed an online entertainment network that offers online games, free lotteries, and other
activities that award winners cash prizes or other consideration, at no cost to users. iwin`s primary
source of revenues is the sale of advertising on its Web sites and sponsorship revenue.

The acquisition will be accounted for under the purchase method of accounting and accordingly, the
operating results of iwin will be included in the Company`s consolidated results of operations from
the date of acquisition. The purchase price was $94,348,913, which included the issuance of
13,065,110 shares of common stock at a fair value of $86,719,668 and acquisition costs of
approximately $1,100,000. The Company also assumed iwin`s outstanding options to purchase,
after conversion, 1,390,761 shares of the Company`s common stock. The fair value of the vested
options, amounting to $6,529,245, was included in the purchase price and the intrinsic value of the
unvested options at the date of acquisition, amounting to $1,749,606, will be recorded as deferred
compensation and will be expensed over the remaining vesting periods. The excess of the purchase
price over the fair value of the net assets acquired, amounting to $80,463,403, will be recorded as
goodwill and other intangibles. The goodwill and other intangibles will be amortized over three
years.

Results of Operations

Three Months Ended September 30, 2000 Compared to Three Months Ended September 30,
1999

Revenues

Since July 1997, substantially all of our revenues have been derived from the sale of online
advertising. Our advertising revenues are predominantly derived from advertising arrangements
under which we receive revenues based on the number of times an advertisement is displayed on
our services, commonly referred to as cost per thousand impressions, or CPMs.

We also derive revenues from:

o sponsorship arrangements under which advertisers sponsor a game show, game or portion of one
of our Web sites in exchange for which we receive a fixed payment;

o strategic partner arrangements under which our strategic partners offer co-branded versions of
our games on their Web sites and display advertising in connection with the use of the games, in
return for which we receive revenues from the related advertising;

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o advertising arrangements under which we receive revenues based on the number of users
responding or "opting in" to an advertisers promotion; and

o advertising arrangements under which we receive revenues based on the number of times users
click on an advertisement displayed on our services, commonly referred to as cost per click, or
CPCs.

Our revenues from advertising are therefore affected by:

o the number of unique users visiting our Web sites during a given period;

o the amount of time that users actually spend on our Web sites, commonly referred to as the
"stickiness" of our sites;

o the number of advertisements delivered to a user while on our Web sites;

o our ability to target user audiences for our advertisers; and

o the success of our strategic partnerships.

We intermittently rotate advertisements on the pages of our Web sites where our users tend to
spend long amounts of time. As a result, we believe a more accurate measurement of our potential
to generate advertising revenue is the number of unique users that visit our sites and the amount of
time they spend on our sites, rather than the number of registered users or page views.

We price our advertisements based on a variety of factors, including:

o whether payment is dependent upon guaranteed minimum impression or click levels;

o whether the advertising is targeted to specific audiences; and

o the available inventory of impressions or clicks associated with a specific game or game show that
will display the specific advertisement.

Since we are able to vary the size of advertising banners we display on a single page, we are able to
charge more for "super-sized" banners than for more traditional banners.

We recognize advertising revenues, which are priced on a cost per thousand impression, or CPM,
basis as the advertisement is displayed, provided that no significant obligations remain and collection
of the resulting receivable is probable. To the extent minimum guaranteed impression levels are not
met, we defer recognition of the corresponding revenues until guaranteed levels are achieved. We
recognize advertising revenues derived on a cost per click, or CPC, basis as users click or
otherwise respond to the advertisements. To the extent minimum guaranteed click levels are not
met, we defer recognition of the corresponding revenues until guaranteed levels are achieved. In the
case of contracts requiring actual sales of advertised items, we may experience delays in recognizing
revenues pending receipt of data from that advertiser.

We recognize sponsorship advertising revenue ratably in the period in which the sponsor`s
advertisement is displayed and costs associated with customizing the advertisements received from
sponsors are expensed as incurred. We recognize revenues from our strategic partner arrangements
ratably in the period in which our games are displayed on a third party`s Web site. We are obligated
to pay our strategic partners their fee regardless of whether we ultimately collect the advertising
revenue. In those situations where we are responsible for selling the advertising, billing and
collections, we record the gross advertising revenues, and payments to our strategic partners are
recorded as cost of revenues. In those situations where our strategic partners are responsible for
selling the advertising, billing and collections, we recognize revenue only to the extent of our share of
net revenues.

If a payment is received prior to the time that we recognize revenue, we record that payment as
deferred revenues.

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We also engage in barter transactions in an effort to enhance our marketing efforts and improve our
reach to potential new users. Under these arrangements, we deliver game content, including prizes,
to a third party, or display on our Web sites advertisements promoting the third party`s goods and
services in exchange for its agreement to run advertisements promoting our Web sites. Revenues
and costs from barter arrangements are recorded at the estimated fair value of the advertisements or
services we provide, unless the fair value of the goods or services we receive can be determined
more objectively. We recognize barter revenue at the time we deliver the third party`s advertisement
or product to our users. We recognize barter costs when our advertisements are displayed by the
third-party to its users. Barter costs are recorded either as sales and marketing expenses or as costs
of revenue. The breakdown of costs is dependent upon the nature of the goods or services received
by the third party. Although our revenues and related costs will be equal at the conclusion of the
barter transaction, the amounts may not be equal in any particular quarter. Barter revenues
constituted 8.8% of total revenues for the three months ended September 30, 2000 and 19.4% of
total revenues for the three months ended September 30, 1999.

Revenues increased to $8.5 million for the three months ended September 30, 2000 as compared
with $2.8 million for the three months ended September 30, 1999. The growth in revenues of $5.7
million for the three months ended September 30, 2000 resulted from the following:

o the number of advertisers increased from 84 in the three months ended September 30, 1999 to
218 in the three months ended September 30, 2000, an increase of 160%, as well as an increase of
18% in the average commitment per advertiser,

o an increase in our Web site traffic,

o the launch of Uproar lotto in July 2000,

o the number of sales personnel increased by 10 people from September 30, 1999 to September
30, 2000, and

o an increase in marketing and advertising expenditures.

Advertising revenues for the three months ended September 30, 2000 were $8.2 million, which
represented 97.0% of total revenues. Advertising revenues for the three months ended September
30, 1999 were $2.7 million which represented 99.0% of total revenues. Since September 1999, we
increased our sales force, relaunched our Web site, and ran a marketing campaign to promote
brand awareness. We anticipate the advertising revenues will continue to account for a substantial
share of our total revenues for the foreseeable future.

Cost of Revenues

Cost of revenues consist of prizes, ad serving fees, Internet connection costs, depreciation, and
partner royalties. Gross margins were 66.0% for the three months ended September 30, 2000 and
70.5% for the three months ended September 30, 1999. Cost of revenues were $2.9 million for the
three months ended September 30, 2000 and $0.8 million for the three months ended September
30, 1999. The increase in cost of revenues was due primarily to:

o an increase in the number of prizes awarded due to the increase in users,

o an increase in Internet connection costs to support the increase in Web site traffic,

o incurring Web site insurance costs due to the launch of Uproar lotto in July 2000,

o an increase in depreciation expense related to additional equipment and software purchased to
host web sites,

o increase in royalties which are a function of revenue, and

o an increase in ad serving fees due to an increase from 575 million impressions delivered in Q3
1999 to 1.7 billion impressions delivered in Q3 2000.

-17-

Sales and Marketing Expenses

Sales and marketing expenses include salaries, sales commissions, employee benefits, travel and
related expenses, advertising and promotional expenses, public relations, referral fees in connection
with the acquisition of new users through the affiliate program, marketing, and sales support
functions. Sales and marketing expenses increased to $10.6 million for the three months ended
September 30, 2000 from $6.0 million for the three months ended September 30, 1999. This
increase was primarily attributed to increases in advertising, salaries and commissions. Our
worldwide sales and marketing team increased to 56 employees at September 30, 2000 from 26 at
September 30, 1999.

Product and Technology Development Expenses

Product and technology development costs include expenses incurred to develop, enhance and
monitor the Web sites. Product development expenses increased to $2.3 million for the three
months ended September 30, 2000 from $1.0 million for the three months ended September 30,
1999. This increase was primarily due to the following:

o the expansion of product offerings including Uproar lotto and additional development costs from
the acquisition of Take Aim,

o an increase in product and engineering personnel to attain staffing levels required to support our
Web sites and to enhance content and features and,

o an increase in game development programming and development consulting fees.

General and Administrative Expenses

General and administrative expenses include salaries, employee benefits and expenses for
executives, finance, legal, human resources, and administrative personnel. In addition, these
expenses include fees for professional services, such as legal and accounting, and the costs related
to the leases for Uproar`s offices in New York, San Francisco, London, Hamburg, Budapest, and
Israel. General and administrative expenses increased to $3.8 million for the three months ended
September 30, 2000 from $2.4 million for the three months ended September 30, 1999. This
increase was due to increases in legal and professional fees, rental costs, insurance costs, and costs
related to our operation as a public company, such as directors and officers` liability insurance and
professional service fees. This increase was also due to an increase in the allowance for doubtful
accounts.

Amortization of Intangibles

Amortization of intangible assets increased due to the amortization of goodwill resulting from the
Take Aim acquisition in August 2000.

Interest Income

Interest income results from interest earned on our cash and investments and amortization of debt
discounts. Interest income was $1.4 million for the three months ended September 30, 2000, as
compared to $0.2 million for the three months ended September 30, 1999. This increase primarily
resulted from investments made with the net proceeds raised by the public offering of 2,500,000
shares of common stock and the sale of 1,265,372 shares of common stock to Trans Cosmos.

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Results of Operations

Nine Months Ended September 30, 2000 Compared to Nine Months Ended September 30,

Revenues

Revenues increased to $21.2 million for the nine months ended September 30, 2000 as compared
with $5.3 million for the nine months ended September 30, 1999. This increase of $15.9 million for
the nine months ended September 30, 2000 primarily resulted from an increase in:

o the number of advertisers as well as the average commitment per advertiser,

o our Web site traffic,

o the number of sales personnel, and

o marketing and advertising expenditures.

Advertising revenues for the nine months ended September 30, 2000 were $20.4 million, which
represented 96.1% of total revenues. Advertising revenues for the nine months ended September
30, 1999 were $5.2 million, which represented 98.8% of total revenues. Since September 1999,
we significantly increased our sales force, relaunched our Web site, and ran a marketing campaign
to promote brand awareness. Barter revenues constituted 8.1% of total revenues for the nine
months ended September 30, 2000 and 17.8% of total revenues for the nine months ended
September 30, 1999.

Cost of Revenues

Gross margins were 66.4% for the nine months ended September 30, 2000 and 68.5% for the nine
months ended September 30, 1999. Cost of revenues increased to $7.1 million for the nine months
ended September 30, 2000 from $1.7 million for the nine months ended September 30, 1999. The
increase in cost of revenues was due primarily to:

o an increase in the number of prizes awarded due to the increase in users,

o an increase in Internet connection costs to support the increase in Web site traffic,

o incurring Web site insurance costs due to the launch of Uproar lotto in July 2000,

o an increase in depreciation expense related to additional equipment and software purchased to
host Web sites,

o increase in royalties which are a function of revenue, and

o an increase ad serving fees.

Sales and Marketing Expenses

Sales and marketing expenses increased to $28.7 million for the nine months ended September 30,
2000 from $11.8 million for the nine months ended September 30, 1999. This increase was
primarily attributed to increases in advertising, salaries and commissions.

Product and Technology Development Expenses

Product development expenses increased to $6.3 million for the nine months ended September 30,
2000 from $2.5 million for the nine months ended September 30, 1999. This increase was primarily
due to the following:

o the expansion of product offerings including Uproar lotto and the acquisition of Take Aim,

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o an increase in product and engineering personnel to attain staffing levels required to support our
Web sites and to enhance content and features and,

o an increase in game development programming and development consulting fees.

General and Administrative Expenses

General and administrative expenses increased to $11.4 million for the nine months ended
September 30, 2000 from $6.0 million for the nine months ended September 30, 1999. This
increase was due to increases in legal and professional fees, rental costs, insurance costs, and costs
related to our operation as a public company, such as directors and officers` liability insurance and
professional service fees. This increase was also due to an increase in the allowance for doubtful
accounts.

Amortization of Intangibles

Amortization of intangible assets increased due to the amortization of goodwill resulting from the
Take Aim acquisition in August 2000.

Interest Income

Interest income was $3.5 million for the nine months ended September 30, 2000, as compared to
$0.4 million for the nine months ended September 30, 1999. The increase resulted from investments
made with the net proceeds raised by the public offering of 2,500,000 shares of common stock,
which are presently listed on the Nasdaq National Market, and the sale of 1,265,372 shares of
common stock to Trans Cosmos.

Litigation Settlement

In February 2000, we settled an action entitled "Burgos v. Ellwell Associates, LLC and E-Pub Inc."
in which we were a party defendent, relating to an alleged personal injury, by a payment of
$350,000.

Liquidity and Capital Resources

To date, we have primarily financed our operations through the sale of our equity securities. As of
September 30, 2000, we had approximately $13.2 million in cash and cash equivalents and $71.1
million in short term investments, an increase from $15.1 million in cash and cash equivalents and no
short term investments as of December 31, 1999. Net cash used in operating activities was $28.2
million, and $22.2 million for the nine months ended September 30, 2000 and 1999, respectively.
Net cash used in operating activities resulted primarily from our net operating losses, partially offset
by:

o depreciation and amortization;

o increase in accounts payable and accrued expenses

Net cash used in investing activities was $76.5 million and $2.8 million for the nine months ended
September 30, 2000 and 1999, respectively, as the capital raised in our public offering and sale of
common stock to Trans Cosmos was invested and was used to purchase equipment to enhance and
develop our technical infrastructure.

Net cash provided by financing activities was $102.9 million and $40.6 million for the nine months
ended September 30, 2000 and 1999, respectively. Net cash provided by financing activities
consisted primarily of proceeds from the sale of shares of our common stock. On February 2,
2000, we raised approximately $25.0 million from the sale of 1,265,372 shares of our common
stock to Trans Cosmos. On March 22, 2000, we raised approximately $77.1 million from the
public

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offering of 2,500,000 shares of our common stock, which are presently listed on the Nasdaq
National Market.

Our principal commitments consist of obligations under capital and operating leases. We expect our
capital expenditures will increase significantly in the future as we make technological improvements
to our system and technical infrastructure.

We have experienced a substantial increase in our capital expenditures and operating lease
arrangements since our inception consistent with the growth in our operations and staffing. We
anticipate that this will continue for the foreseeable future. Additionally, we will continue to evaluate
possible investments in businesses, products and technologies, and plan to expand our sales and
marketing programs and conduct more aggressive brand promotions.

We believe our current cash, cash equivalents and investments will be sufficient to meet our
anticipated cash needs for working capital and capital expenditures for our existing business for at
least the next twelve months.

Impact of Recently Issued Accounting Pronouncements

The Company is required to adopt SFAS No. 133 "Accounting for Derivative Instruments and
Hedging Activities", as amended by SFAS 138, effective January 1, 2001, and has not yet
determined the effect SFAS No. 133 will have on its results of operations and financial position.
This statement is not required to be applied retroactively to financial statements of prior periods.

In December 1999, the SEC issued Staff Accounting Bulletin No. 101, "Revenue Recognition in
Financial Statements" ("SAB No. 101") which summarizes certain of the SEC staff`s views in
applying generally accepted accounting principles to revenue recognition in financial statements. The
Company will be required to adopt the accounting provisions of SAB No. 101 no later than the
fourth quarter of 2000. The Company does not believe that the implementation of SAB No. 101
will have a significant effect on its results of operations.

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Gruss
the climber


Sorry - war keine Absicht, dass ich den Link doppelt poste!

http://www.uproar.com

Wann geht für UPROAR endlich die Sonne auf?

Karl
@Karl

Wenn die Herren von

Bertelsmann/Pearson das Startzeichen geben!

(Uproar ist ein Startup- Unternehmen des Mediengiganten CLT/UFA.)

und nebenbei meine Lebensversicherung...

Gruss
the climber
:)
Info zum Quarterly Report:

Steht jetzt auch komplett (ich habe nur die ersten 21 Seiten hier dargestellt, der Report ist noch viel länger, geht nicht alles hier rein)
unter

http://biz.yahoo.com/e/001114/upro.html
@climber

Wie hoch bist du in Uproar investiert?
Ich habe nur 400 Stück - aber wenn ich bedenke, was ich für die mal
bezahlt habe ;)

War eigentlich immer positiv zu Uproar eingestellt - zu positiv!
Das Geld habe ich längst abgeschrieben - unter Erfahrungen!

Von Aufstocken halte ich grundsätzlich nichts - egal bei welcher Aktie. Da kaufe ich lieber gleich was neues.

Uproar kann mich eigentlich nur noch positiv überraschen!

Karl
@Karl

Uproar ist meine grösste Position. Ich hatte zu E-Pub Zeiten gekauft
da hatte die Aktie kaum einer gekannt in D-land und dann leider einen
Tag vor dem Nasdaq-Listing. Da diese Position die grösste überhaupt gewesen war, habe ich nun einen Durchschnittskurs von über 16 EUR

Ich bin von Uproar Geschäftsidee absolut überzeugt, nur leider kommen
mir immer öfter Zweifel, ob das Ziel von Uproar nicht ein steigender
Aktienkurs ist, sondern nur die Beschaffung von liq. Mitteln um sich
damit zu etablieren und eine breite Anzahl an Usern zu bekommen. Wenn Uproar das dann geschafft hat, wird die Aktie sicherlich auf diesem extremen billigen Niveau für einen Apfel und Ei von Bertelsmann oder Pearson übernommen. Die reiben sich dann die Hände und der Kleinanleger wurde wieder vera.... (Sorry).

Trans Cosmos traue ich überhaupt nicht mehr. Ich habe denen schon 7x gemailt und nie eine Antwort bekommen, vermutlich werden die Uproar auch bald verlassen oder sind gerade dabei... Das macht aber garnichst, denn Uproar ist von Trans Cosmos nicht abhängig.

Meine Hoffung in Uproar besteht momentan nur noch darin, dass ein privater Grossaktionär z.B.aus Las Vegas in Uproar mächtig einsteigt
und die Aktie da hin bringt wo sie hingehört, nämlich zu den alten Höchsständen. Oder das meine Vermutung mit Bertelsmann/Pearson (CLT/UFA)falsch ist.

Uproar ist eine der klebrigsten Seiten im Internet, da muss sich doch was draus machen lassen. Aber wie gesagt ich weiss einfach nicht was Bertelsmann/Pearson mit diesem Unternehmen vor hat und das ist für mich der Knackpunkt.

Aufstocken werde ich die Aktie nicht mehr. Ich würde momentan keinem mehr raten die Aktie zu verkaufen oder zu kaufen.

So ich gehe jetzt wieder Uproar spielen...
http://www.uproar.com...to tell the truth...

Gruss
the climber
Interessant jedoch ist, daß UPROAR heute in USA ca. 30% über dem Kurs
in Deutschland liegt. Während hier alle abwinken, könnte sich in USA
eine neue UPROAR Fantasie herausbilden (Könnte!????).


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