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German Values Property Group AG

Interim / Quarterly Report Aug 5, 2011

440_10-q_2011-08-05_5ad4e1d1-7334-4b05-8fb0-915ab57389b6.pdf

Interim / Quarterly Report

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Half-Year Report Q2 / 2011

Contents

1. Summary
of
key
data
3
2. Foreword
4
3. Business
development
5
4. Outlook 6
5. Interim
financial statements
as
of
30
June
2011
5.1.
Balance
sheet
5.2.
Statement
of income
5.3.
Cash
flow statement
5.4.
Statement
of
changes in
equity
5.5.
Notes
to
the interim
financial statements
7
8
9
10
11
6. Interim
Management
Report
15
6.1.
Report
on
net
worth, financial position
and
results
of
operations
6.2.
Opportunity
and
risk
report
6.3.
Related
party
transactions
15
15
16
7. Securities
held
by
the
Managing
Board
and
Supervisory
Board
17
8. Declaration
by
the legal representatives
17
9. Financial calendar
18
10.Publication
details
18

1. Summary of key data

2011
TEUR
1 January – 30 June
2010
TEUR
net sales 9,350 4,194
EBIT 1,410 769
net gain / loss 956 517
net gain / loss per share (in EUR) basic
diluted
0.47
0.45
0.26
0.25

2. Foreword

Dear Shareholders, Customers, Business Associates, Ladies and Gentlemen,

In the first half of the year 2011, the Company's operating business gained further momentum. Our marketing and sales activities were successfully extended. Overall, the Company generated a significant increase in sales and revenue compared to the previous quarters. The strong demand contributed to growth, also in the weaker Q2/2011. Furthermore, the Company increasingly invested in the development of its sales brands, leading to a weaker result compared to Q1/2011.

Yours,

Jan-Frederik Valentin Leipzig, July 2011 CEO Travel24.com AG

3. Business development

Market & economic environment

The German and European online travel market saw a strong first half of 2011 with growth of about 30% (source: Traveltainment). This trend can be explained by a continued shift of bookings from travel agencies to online retail as well as an improving macroeconomic demand.

The Company's strategy

In the first half of 2011, Travel24.com AG further expanded both in organisational terms and in terms of staff without reducing its synergies with Unister GmbH, Leipzig.

Unister GmbH is part of the Unister Group and a subsidiary of Unister Holding GmbH which also is the majority shareholder of Travel24.com AG. It operates and markets numerous Web portals in different business areas. With travel brands such as ab-in-den-urlaub.de and fluege.de, the online travel network of Unister GmbH is among the largest networks in Germany.

Based on this know-how, the Company's business has also been extended to international markets (Switzerland, Netherlands, UK). The Company uses maximum synergies in its international operation: where possible, the presentation in the different markets is identical. If required, the websites are adapted to the market requirements. In fulfilment, for example, contracts with external suppliers are concluded in order to ensure the market know-how relevant for retail. The expansion into other markets is under way, and in doing so, the Company applies a cost minimising approach.

Travel retail

In the first half of 2011, the Company managed to significantly increase the sale of vacation and flights and to stabilise it on a high profitability level. The number of travel bookings increased considerably compared to Q2/2010. The number of flight bookings also increased considerably compared to the same period in the previous year.

The travel portal portfolio now covers all major German, Austrian, Swiss and Dutch tour operators with a daily selection of up to 100 million last-minute offers and travel packages as well as over 200,000 hotels and more than 750 airlines with scheduled, chartered and budget flights. Furthermore, Travel24.com AG entered the business travel segment by launching its own business travel tool.

Marketing & key figures

In the first quarter of 2011, our marketing has been significantly extended, and to improve the longterm development of the brands, this was also continued in Q2/2011. TV advertising as well as an increase in online activities contributed to a considerable rise in sales. Our online marketing included various activities such as search engine marketing, newsletter promotion, the targeted use of banner ads both online as well as traditionally, and the so-called affiliate marketing. All marketing tools were continuously optimised and adjusted to the relevant markets in the second half of the year. This resulted in a considerable rise in user numbers that was in line with sales. At the same time, the websites were further improved resulting in an increase in conversions and profitability.

4. Outlook

In the second half of 2011, Travel 24.com AG plans to significantly expand its business with a view to increasing sales and revenue. The main focus is on internationalising the business as well as extending the successful marketing activities in the German-speaking markets. Subsequent to the balance sheet day, Travel24 launched its sales portal in the UK. Further market entries are imminent. According to recent planning and developments, we expect a significant improvement of the Company's results compared to the previous year.

5. Interim financial statements of Travel24.com AG as of 30 June 2011

5.1. Balance sheet as of 30 June 2011, figures pursuant to HGB (German Commercial Code)

ASSETS 30 June
2011
EUR
31 December
2010
EUR
LIABILITIES 30 June
2011
EUR
31 December
2010
EUR
A. fixed assets A. shareholders' equity
I. intangible assets I. share capital 2,033,585.00 2,033,585.00
concessions, industrial property rights
and similar rights and values
1,634.60 1,534.60 II. additional paid-in capital 2,913,974.00 2,913,974.00
1,634.60 1,534.60 III. accumulated deficit, portion covered by
shareholders' equity
-3,078,956.24 -4,035,259.47
1,868,602.76 912,299.53
B. current assets B. accrued expenses
I. accounts receivable and other assets 1. provisions for taxes 1,363,000.00 909,000.00
1. trade accounts receivable 13,652.58 0.00 2. other provisions 56,941.45 59,655.63
2. accounts receivable from affiliated companies 3,463,404.92 2,023,495.83 1,419,941.45 968,655.63
3. other assets 32,600.24 36,904.45
II. bank balances 17,944.18 9,924.83 C. liabilities
3,527,601.92 2,070,325.11 1. trade accounts payable 154,050.90 115,807.14
2. accounts payable other 101,341.41 77,597.41
C. deferred expenses and accrued income 14,700.00 2,500.00 - thereof from taxes EUR 41,057.76 (as per 31.12.2010: EUR 65,943.37)
- thereof from social security EUR 1,700.66 (as per 31.12.2010: EUR 579.79)
14,700.00 2,500.00 255,392.31 193,404.55
3,543,936.52 2,074,359.71 3,543,936.52 2,074,359.71

5.2. Statement of income

from 1 January to 30 June 2011, figures pursuant to HGB

Financial year 2011 Financial year 2010
Q2 - 2011 Q1 and Q2 2011 Q2 - 2010 Q1 and Q2 2010
EUR EUR EUR EUR
1. revenues 4,659,294.62 9,350,499.25 2,023,185.41 4,194,656.56
2. other operating income 569.23 3,983.87 658.02 37,485.52
- thereof from currency conversion: EUR 16.13 (p.y.: EUR 0)
3. purchases
a) expenses for third party services -3,992,883.08 -7,511,028.42 -1,690,479.58 -3,298,470.63
4. personnel expenses
a) salaries and wages -118,155.63 -152,101.24 0.00 0.00
b) statutory welfare contributions and expenses relating
to pension plans and for optional support payments
-23,611.73 -30,889.91 0.00 0.00
c) thereof for pension plans: EUR 383.46
5. depreciation of intangible fixed assets
and of property, plant and equipment
6. other operating expenses -160,297.54 -270,375.25 -63,614.07 -155,059.79
- thereof expenses for currency conversion: EUR 18.05 (p.y.: EUR 0)
7. income from other securities and loans revceivable
held as financial assets
8. interest and similar income 16.32 21.33 43.37 94.20
9. depreciation and amortization of financial assets
and marketable securities
0.00 -9,000.00 -9,000.00
10. interest and similar expenses -6,422.76 -6,422.81 -0.05 -0.05
11. result from ordinary activities 358,509.43 1,383,686.82 260,793.10 769,705.81
12. extraordinary income 26,624.00 26,624.00 0.00 0.00
13. extraordinary expenses 0.00 0.00 0.00 -859.80
14. extraordinary result 26,624.00 26,624.00 0.00 -859.80
15. income taxes -119,003.84 -454,007.59 -87,000.00 -252,013.40
16. other taxes 0.00 0.00 0.00 103.00
17. net loss / profit 266,129.59 956,303.23 173,793.10 516,935.61
18. loss carried forward -3,345,085.83 -4,035,259.47 -4,715,203.13 -5,058,345.64
19. withdrawals from capital reserves 0.00 0.00 0.00 0.00
20. proceeds from equity cut 0.00 0.00 0.00 0.00
21. accumulated loss -3,078,956.24 -3,078,956.24 -4,541,410.03 -4,541,410.03
5.3. Cash flow statement from
1
January to 30 June 2011
------ ------ -- ---------------- ----------- --------- ---- ---- ------ ------ --
1 January - 30 June
2011 2010
EUR EUR
profit / loss 956,303 516,936
(+)
depreciation and amortization of fixed assets
0 0
(+/-)
increase / decrease in provisions
451,286 223,718
(+/-)
profit / loss on the disposal of fixed assets
0 0
(-/+)
changes in current assets
-1,461,457 -1,640,177
increase / decrease in trade accounts payable and other liabilities which are
(+/-)
not allocated to investment or financing activities
61,988 0
cash flow from operating activites 8,119 -899,523
(-)
acquisitions of intangible assets
-100 0
cash flow from investment activities -100 0
(+)
payments to share capital
0 180,342
(+)
payments to additional paid-in capital
0 770,684
cash flow from financing activities 0 951,026
net decrease / increase in cash and cash equivalents 8,019 51,503
cash and cash equivalents at the beginning of the period 9,925 308,147
cash and cash equivalents at the end of the period 17,944 359,650

5.4. Statement of changes in shareholders' equity from 1 January to 30 June 2011

Travel24.com AG, Leipzig

Statement of changes in shareholdersÕ equity (in EUR, with the exception of figures per share)

number of shares
issued
share capital ordinary
shares
additional paid-in
capital
net loss total
shares EUR EUR EUR EUR
As of 31 December 2009 1,787,461 1,878,461.00 2,011,726.00 -5,058,345.64 -1,259,158.64
Payment to additional paid-in capital 0 0.00 410,000.00 0.00 410,000.00
Capital increase through conversion of convertible bonds 246,124 246,124.00 492,248.00 0.00 738,372.00
Net profit / net loss of the reporting period 0 0.00 0.00 1,023,086.17 1,023,086.17
As of 31 December 2010 2,033,585 2,124,585.00 2,913,974.00 -4,035,259.47 912,299.53
Payment to additional paid-in capital 0 0.00 0.00 0.00 0.00
Capital increase through conversion of convertible bonds 0 0.00 0.00 0.00 0.00
Net profit / net loss of the reporting period 0 0.00 0.00 956,303.23 956,303.23
As of 30 June 2011 2,033,585 2,124,585.00 2,913,974.00 -3,078,956.24 1,868,602.76

5.5. Notes to the interim financial statements

Information on general accounting and valuation principles

Travel24.com AG prepared its half-year financial statements as of 30 June 2011 using the same accounting and valuation methods as were applied in the last annual financial statements as of 31 December 2010.

The interim financial statements have neither been reviewed by auditors nor audited within the meaning of Article 317 HGB.

Information on single items

Based on the total acquisition and production costs, assets developed as shown below. As a result of the correction, financial asset items which have already fully been depreciated for many years, were booked out:

Travel24.com AG, Leipzig

Development of assets from 1 January 2011 - 30 June 2011

acquisition or production costs depreciations residual book values
01.01.2011 inflow outflow 30.06.2011 01.01.2011 inflow outflow 30.06.2011 30.06.2011 31.12.2010
EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR
I. intangible assets
concessions,
industrial property rights
and similar rights and values 1,534.60 100.00 0.00 1,634.60 0,00 0,00 0,00 0,00 1,634.60 1,534.60
II. financial assets
1. shares in affiliated companies 4,852,160.00 0.00 4,852,160.00 0.00 4,852,160.00 0.00 4,852,160.00 0.00 0.00 0.00
2. shares in associates
3. loans to associated
5,334,137.79 0.00 5,334,137.79 0.00 5,334,137.79 0.00 5,334,137.79 0.00 0.00 0.00
companies 4,087,532.00 0.00 4,087,532.00 0.00 4,087,532.00 0.00 4,087,532.00 0.00 0.00 0.00
14,273,829.79 0.00 14,273,829.79 0.00 14,273,829.79 0.00 14,273,829.79 0.00 0,00 0.00
14,275,364.39 100.00 14,273,829.79 1,634.60 14,273,829.79 0.00 14,273,829.79 0.00 1,634.60 1,534.60

Payables and receivables were assessed at their nominal value. All of them have a residual term of less than one year. The liabilities are unsecured.

Income taxes for the reporting period (TEUR 454) only affect the result of ordinary operations.

Other provisions comprise the following:

31 December
2010
usage dissolution appropriation 30 June
2011
EUR EUR EUR EUR EUR
legal advice 15,400.00 0.00 0.00 4,000.00 19,400.00
annual financial statement 28,206.41 19,949.63 365.33 10,230.00 18,121.45
income risks 10,000.00 0.00 0.00 0.00 10,000.00
interest on tax provisions 0.00 0.00 0.00 6,420.00 6,420.00
personnel provisions 6,049.22 0.00 3,049.22 0.00 3,000.00
litigation 0.00 0.00 0.00 0.00 0.00
total 59,655.63 19,949.63 3,414.55 20,650.00 56,941.45

The residual terms of the liabilities are as follows:

with a residual term of 30 June 31 December
up to 1 year more than 5 years 2011 2010
EUR EUR EUR EUR
trade accounts payable 154,050.90 0.00 154,050.90 115,807.14
other current liabilities 101,341.41 0.00 101,341.41 77,597.41

Other liabilities for the next five years subsequent to the balance sheet date comprise the following. The service fees stated only apply to affiliated companies (Unister GmbH):

1 July -
31
December
1 January -
30
June
2011 2012 2013 2014 2015 2016
EUR EUR EUR EUR EUR EUR
services / consulting fees 300,000 600,000 600,000 600,000 600,000 300,000

Investor Relations

Share capital

As of 30 June 2011, the total of voting rights of Travel24.com AG amounted to 2,033,585.

Annual General Meeting

The Annual General Meeting was held on 7 June 2011 in Leipzig.

Authorised Capital

The Managing Board was empowered by resolution of the General Meeting on 30 July 2010, subject to the approval of the Supervisory Board, to increase the Company's share capital by a maximum of EUR 90,170 (Authorised Capital 2010) by no later than 30 July 2015 through issue of 90,170 new nonpar value bearer shares against cash or non-cash contributions with a minimum issuing price of EUR 3.00 per non-par value share. The Managing Board may decide on a share of profits that differs from that stipulated in Art. 60 (2) AktG. The Managing Board was furthermore authorised, subject to the approval of the Supervisory Board and to specific conditions, to exclude the statutory subscription rights of the shareholders. Entry of this resolution in the commercial register was made on 6 December 2010.

Contingent Capital

Following the issue of new shares as of the end of the reporting period, the Contingent Capital 2004/II amounts to EUR 8,213.

Corporate Governance Code

The conformity declaration 2011 has been made accessible on the homepage of Travel24.com AG at www.travel24.com according to Article 161 AktG and will be renewed on an annual basis.

Employees

As of the balance sheet day on 30 June 2011, Travel24.com AG employed 11 employees (figures excluding Managing Board).

Events subsequent to the balance sheet date

As a consequence of its internationalisation activities Travel24.com AG entered the UK market subsequent to the balance sheet day.

There were no other important events subsequent to the first half of 2011.

6. Interim management report

6.1 Report on net worth, financial position and results of operations

Revenue

In the first half of 2011, the revenue from travel and flight retail as well as advertising amounted to TEUR 9,350.

Result

The Company generated an EBIT of TEUR 1,410 from operating business resulting in net profits for the first half of the year of TEUR 956 with the full income tax charge (TEUR 454).

Cash and cash equivalents

In the period under review, liquidity increased from TEUR 10 to TEUR 18.

Notes to the balance sheet

The Company's share capital as of 30 June 2011 was unchanged and amounted to EUR 2.033.585.

Due to the net profits, the Company's equity increased to TEUR 1,869 (as of the balance sheet day on 31.12.2010: TEUR 912). The accumulated deficit was further reduced to TEUR –3,079 (as of 31.12.2010: TEUR -4,035).

Provisions in the amount of TEUR 1,420 include provisions for taxes amounting to TEUR 1,363. The calculation of provisions for taxes was again done without accounting for the existing tax loss carry forward. The losses carried forward amount to approx. 93 million EUR as of 31 December 2008. The Company believes that they still exist in spite of the acquisition by Unister Group according to § 8c (1a) KStG (Corporate tax law), since it incontrovertibly constitutes a reorganisation measure. However, on 26 January 2011, the European Commission decided that the reorganisation clause under German corporate tax law (KStG Art. 8 c sec. 1a) does not comply with the European state aid law. On 7 April 2011, the Federal Republic of Germany filed an action against this resolution with the European Union (legal matter T-205/11). As a result, the provisions for taxes are calculated without accounting for the losses carried forward for reasons of commercial prudence.

Notes to the cash flow statement

The cash flow statement for the period under review starts with the net profit of the period under review. First, the net profit is adjusted for non-cash income and expenses. The changes in working capital are also accounted for in the cash flow. In the period under review, the cash flow was exclusively generated from operating activities. Cash and cash equivalents comprise the cash items recognised in the balance sheet.

6.2 Opportunity and risk report

After the acquisition of Travel24.com AG by Unister Holding GmbH and the election of the new Managing Board in January 2010, the reorganisation of the Company was continued successfully and completed in 2010. Travel24.com AG is on the way to solid growth. Due to an increasing customisation to the Internet as a booking medium, the online travel market records significant growth. The pressure on prices is however stable. Our clients are looking for the best offer for their money, and at the same time our providers wish to minimise their distribution costs. Clients increasingly make short-term decisions, and we therefore expect a strong last minute business for financial years 2011 and 2012, as experienced in 2010.

The market entry in new European markets may be connected with market specific risks. These include incorrect or insufficient technical market penetration on the product side, necessary adaptations of the marketing mix, and insufficient performance of partners in terms of products and fulfilment as well as specific cyclical factors that may affect the business.

Global risks such as terrorist attacks and major environmental (political) changes remain imminent, affecting the general willingness to travel.

However, the macroeconomic and industry-specific market environment is in favour of a positive development. In spite of the economic crisis, the online business in Europe has shown a positive development since 2008, and we expect this trend to continue in the years to come. On the basis of the assumptions made for the core business (technology, product, sales, marketing and fulfilment), the Company expects a strong and profitable growth of sales for the online travel retail business in the existing markets as well as a successful market entry and development.

At the same time, the Company focuses on minimising fixed costs (e.g. central management in Leipzig) and the risks related thereto.

For financial year 2011, we expect a significant increase in annual profits as well as a profitable operation of business in the new markets. For financial year 2012, the Managing Board also expects a continued positive development of the result.

6.3 Related party transactions

The business plan includes the positioning of the "Travel24" brand as well as the continuation of the Internet-based business activities by using the "travel24.com" and "travel24.de" domains. This allows to organise our business activities in a sustainable and profitable way. Unister Holding GmbH acquired the "travel24.com" and "travel24.de" domains as well as the "Travel24" brand at a total purchasing price of EUR 1.5 million. Pursuant to a License Agreement, the Travel24.com AG domains and brand are made available for at least 30 months. A monthly compensation fee in the amount of TEUR 10 will be due from 1 January 2012 at the earliest.

Due to the agreement concluded with Unister GmbH, a subsidiary of Unister Holding GmbH, Travel24.com AG was able to obtain attractive conditions for travel retail. Like this, and due to the service contract also concluded with Unister GmbH, Travel24.com AG benefits from the conditions of Unister GmbH and makes the best possible use of the synergies and know-how provided by the Unister Group. The aforementioned business has a positive effect on the Company's net worth, financial position and results of operation.

7. Securities held by the Managing Board and Supervisory Board

As of the balance sheet date on 30 June 2011, the shares and options held by members of the Managing Board and of the Supervisory Board were as follows:

shares options
Managing Board
Jan-Frederik Valentin 0 0
Thomas Gudel 0 0
0
0
Markus Mair 0 0
Supervisory Board
Daniel Kirchhof
Oliver Schilling
0
24,556

8. Declaration by the legal representatives

To the best of our knowledge, we declare that, according to the principles of proper interim reporting applied, the interim financial statements provide a true and fair view of the Company's net worth, financial position and results of operations, that the interim management report presents the Company's business including the results and the Company's position such as to provide a true and fair view and that the major opportunities and risks of the Company's anticipated growth for the remaining fiscal year are described.

Leipzig, July 2011

The Managing Board of Travel24.com AG

Jan Valentin Thomas Gudel

9. Financial Calendar

31 March 2011 Publication of Annual Report 2010
2 May 2011 Publication of Three-month Report Q 1 / 2011
18 May 2011 Analysts' Conference
7 June 2011 General Meeting
1 August 2011 Publication of Half-Year Report Q 2 / 2011
28 October 2011 Publication of Nine-month Report Q 3 / 2011

10. Publication Details

Publisher

Travel24.com AG Barfußgässchen 11 04109 Leipzig

WKN: A0L 1NQ ISIN: DE000A0L 1NQ8

Telephone: +49 - (0) 341 - 49288 - 3128 Fax: +49 - (0) 341 - 49288 - 59 www.travel24.com

Contact

Travel24.com AG Investor Relations

Thomas Gudel Barfußgässchen 11 04109 Leipzig Telephone: +49 - (0) 341 - 49288 - 3128 E-mail: [email protected] www.travel24.com

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