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German Values Property Group AG

Quarterly Report May 31, 2006

440_10-q_2006-05-31_1c3545bb-2120-4b82-99ab-2260f18b6ab6.pdf

Quarterly Report

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Three-Month Report 2006

Contents

1. Summary of key data 3
2. Introduction 4
3. Business performance 5
4. Business results 8
5. Outlook 9
6. Interim consolidated financial statements as of 31 March 2006
Consolidated balance sheet 10
Consolidated income statement 11
Consolidated cash flow statements 12
Development of consolidated share capital 13
7. Notes to the interim financial statements 14
8. Securities Held by the Managing Board and Supervisory Board 15
9. Financial calendar 16
10. Publication details 16

1. Summary of key data

1. Jan. - 31. March
2006 2005
€ 000 € 000
total transaction value per booking date 4,772 4,777
per travel date 2,689 2,640
net sales 444 428
EBITDA -515 -697
EBIT -529 -717
consolidated net gain / loss 456 -815
net gain / net loss
per share (in €)
basic 0.27 -0.60
diluted 0.15 -0.47
operative cash flow -884 -271
number of employees as per 31. March
excl. management board
33 57

2. Introduction

Dear Shareholders, Customers, Business Associates and Employees, Dear Readers,

Please allow me here in the introduction to repeat my model calculation from the Annual Report 2005:

We know that we have about 18,000 shareholders. If each of them were to generate a booking value of only € 1,200 - either for themselves or for friends - this would create revenue of over € 20 million for the Company. In other words, each shareholder has the potential to influence the value of our shares just think about it.

Having finally relinquished our own technical development of the IBE (Internet Booking Engine) in March 2006, as announced in the Annual Report 2005, we now expect to reach break-even based on the good balance sheet figures we are now showing for the current year. We have expanded our financial scope thanks to a cash capital increase in February of this year, and we have strengthened our capital basis through the placement of profit-sharing certificates in March. This puts us back on a growth course.

We continue to count with confidence on your booking, and the bookings of your friends and relatives, so that we achieve not just break even, but a truly POSITIVE result. We look forward to seeing you at www.travel24.com! Or simply call us on our toll-free 24-hour booking hotline: 0800-87 28 35 24!

Travel24.com AG's Annual General Meeting will be held on 28 June 2006 in the Literaturhaus, Munich. We would be delighted to see as many of our shareholders there as possible.

And always remember: you help determine the VALUE of our shares!

Yours

Marc Maslaton Munich, May 2006 CEO Travel24.com AG

3. Business performance

Travel retail

The core function of Travel24.com AG is the sale of holidays. Its range of products and services covers all the major tour operators, as well as over 50,000 hotels and more than 750 scheduled airlines, charter and low-cost carriers. Added to this are a daily selection of up to 12 million last-minute offers, motoring tours, wellness & sport specials and Dynamic Packaging. The program also includes additional offerings such as rental cars, insurance, etc. All travel services can be booked simply and easily on the Website www.travel24.com or by telephone at the toll-free reservations hotline (0800-87 28 35 24 or 0800-travel24).

Internet hits

In the first three months of 2006, the 'look-to-book' rate, i.e. the ratio of all visits to www.travel24.com to all of the bookings made there, continued to improve and is now at an average of 0.33% compared with 0.24% in the first quarter of 2005.

The number of page impressions from January to March 2006 was more than 9.4 million (Q1/2005: 13.1 million); 0.4 million visits were counted (Q1/2005: 0.6 million).

Technology

On 8 March 2006, Travel24.com AG stopped all investment in its own booking technology and from now on, is using the booking technology of a third-party provider for its own Internet site and for its related partner sites and portals.

Marketing

A new and very satisfying cooperation has developed in the context of our comprehensive data mining over recent months. Customers of Travel24.com receive an innovative legal protection insurance for the holidays they book from one of the world's leading legal protection insurance companies, ARAG AG. Every customer booking his or her holiday through Travel24.com is automatically given the legal protection package "ARAG URLAUB: SICHER!" for a travel period of two months, at no extra charge. In this way, Travel24.com offers its customers true added value when compared with other travel companies.

Travel24.com continues to have various other projects at the implementation stage. However, the Company does not wish to disclose any further details at the moment.

Internet

Travel24.com's new homepage has been live since March 2006. With a new face, and a familiar "soothing blue", the company has again adapted to meet the greater needs of online travel-hunters. Consistently pursuing emotional components, the new website has a page design that places an even greater emphasis on clarity and customer-friendliness.

The new simple and clear website is divided into two areas: on the one hand, a conventional search area, and on the other, the 'rummage' area, where undecided holidaymakers can find ideas and inspiration. Of course, we have also provided our extensive travel info with online catalogues, country information, route planners and much more.

Emotionality and clarity - the new voyage of discovery at Travel24.com

Investor relations

In February 2006, the Managing Board and Supervisory Board of Travel24.com AG resolved to buy back up to € 0.78 million convertible bonds from the convertible loan with the ISIN DE000A0JCCE3 from 2003. Loans were bought back for € 2.15 million, the purchase price was financed by direct resale at adjusted conditions. Travel24.com AG has thus recorded extraordinary earnings totalling € 1.1 million. The repurchase has reduced liabilities by € 2.15 million. Furthermore, this measure has produced a sustained reduction in interest expenses of € 0.3 million per year.

In February 2006, Travel24.com AG also issued profit-sharing rights capital at a nominal value of up to € 357,685 with a total amount advanced of up to € 1,073,055. The securities have a term of 3 years. The shareholders were entitled to purchase, for each 4.5 shares in Travel24.com AG, 1 interest-free profit-sharing certificate at a nominal value of € 1.00 at an amount advanced of € 3.00. All profitsharing rights were placed at a nominal value of € 357,685. As a result, a further € 1,073,055 has accrued to the Company to finance its ongoing activities.

To further strengthen its financial muscle, Travel24.com AG's Managing Board resolved at the end of February 2006, with the approval of the Supervisory Board, to perform a cash capital increase, with subscription rights being excluded, of 150,000 shares to a new total of 1,759,584 shares. The shares were issued at a price of € 2.70. The issue was underwritten by investors and managed by VEM Aktienbank, Munich. Application has been made for entry into the Commercial Register and admission of the new shares.

This brought the share capital as of 31 March 2006 to € 1,759,584.00.

On 28 June 2006, Travel24.com AG's Annual General Meeting will be held in the Literaturhaus, Munich. On this occasion we would be delighted to see as many of our shareholders as possible.

4. Business results

Sales

Total transaction value per booking date reached € 4.8 million and approximated last year's levels.

With € 2.7 million in the first three months of current business year, total transaction value per travel date posted a slight increase by € 49 thousand (2%).

Result

Earnings for the first three months of the current financial year amount to € 0.5 million and are attributable to the partial repurchase of the convertible bond placed in the summer of 2003 that was implemented in January and February. This measure means that the Company has taken back 50% of the first loan it issued with a total nominal volume of € 4.3 million. The unrealised profit thus generated amounts to € 1.2 million.

At an operating level, the slight growth in the business and agency volume had a disproportionate positive effect on the net sales recorded in the income statement, which increased by € 16 thousand (4%) to € 444 thousand in the first quarter. Other operating income also recorded a disproportionate increase. At € 194 thousand, this almost doubled compared with the prior-year level.

Inversely, personnel expenses of € 279 thousand halved compared with the comparable prior-year period. However, this rationalisation effect was partially compensated by a growth of € 176 thousand in other operating expenses, in keeping with the growth in externally-procured services.

Within the reporting line "interest expenses" amounting to € 221 thousand, interest expenses relating to convertible bonds impacted earnings to the amount of € 189 thousand, caused by the progressive carrying of interest as a liability under IFRS for all loans and similar financing instruments issued by the company. However, as already noted in the prior periods, this effect remained liquidity-neutral.

After taking into account the book profit in conjunction with the repurchase of part of the convertible bond, earnings per share amounted to 27 cent (basic earnings per share) or 15 cent (diluted). The calculation of these key figures incorporated the newly-issued certificates in the context of the 130,000 convertible bonds issued in February, and the newly-issued 150,000 shares in the same period.

Cash and cash equivalents

The growth in cash and cash equivalents reported as of 31 March 2006 of € 676 thousand to € 869 thousand is attributable to the financial instruments placed in the first few months (convertible bonds and profit-sharing rights), as well as to the increased share capital. Cash and cash equivalents used in operating activities in the reporting period amounted to € 0.9 million.

Investments

In the first three months of the current financial year there were no notable investments.

Personnel

As of 31 March 2006 the Travel24.com Group employed 33 staff; this corresponds to 21.7 full-time employees as of the cut-off date for the quarter (all figures excluding board members). These figures include 9 full-time employees that had received notice of dismissal as at the quarter-end. After deducting software engineers made redundant through the discontinuation of software development activities, staff decreases to 24, corresponding to 12.7 full-time employees.

5. Outlook

We continue to expect an increase in Internet bookings. Furthermore, given the generally improving economic situation, we expect our markets to grow by 5% this year. According to recent surveys, fewer than 20% of all bookings are made on the Internet: This is a sobering figure, given that it has been five years since holidays were first marketed using this medium. For this reason, we also decided to revise our forecasts accordingly and anticipate that by 2010, 30-35% of all tourist sales will be generated on the Internet.

On the product side, everywhere we are seeing a sharper boundary between premium and mass products. We will reflect this in our brand policy and meet the demands of the respective client groups with a coherent concept - amongst others by establishing "Travel24" as a premium brand. Current examinations of our visitor and customer structure have also shown us that around half of all users merely use the Internet as a source of information, and then book elsewhere.

These considerations have caused us to fundamentally revise our strategy and work out a new approach for Travel24.com AG. Discussions currently underway are geared towards comprehensively implementing the new course we have set. We will inform you of this in detail at our Annual General Meeting on 28 June.

Our earnings per share of € 0.27 in this quarter, the business development to date in the second quarter and our planning for the remainder of the year, allow us to look to the future and move forward with confidence. We anticipate total sales for the year of approximately € 20 million and earnings per share of € 0.40.

Interim consolidated financial statements as of 31 March 2006

31. March 2006 31. Dec. 2005
ASSETS € 000 € 000
current assets
cash and cash equivalents
short-term investments / marketable securities
869 193
trade accounts receivable 447 170
other accounts receivable and assets 527 632
total current assets 1,842 996
non current assets
intangible assets 111 112
property, plant and equipment 123 136
investments 118 116
total non current assets 352 364
total assets 2,194 1,360

Consolidated balance sheet as of 31 March 2006, figures according to IFRS

LIABILITIES 31. March 2006 31. Dec. 2005
and
SHAREHOLDERS' EQUITY
€ 000 € 000
current liabilities
accrued expenses 570 758
trade accounts payable 890 871
other current liabilities 219 232
total current liabilities 1,679 1,861
non current liabilities
convertible bonds 4,654 4,907
total non current liabilities 4,654 4,907
shareholders' equity
share capital 1,760 1,610
additional paid-in capital 2,296 1,788
remuneration from share options -37 -50
accumulated deficit -8,157 -8,756
total shareholders' equity -4,139 -5,408
total liabilities and shareholders' equity 2,194 1,360

Three-Month Report 2006 -10-

Consolidated statement of income from 1 January to 31 March, figures according to IFRS

1. January - 31. March
2006 2005
€ 000 € 000
revenues 444 428
other operating income 194 104
personnel expenses -279 -531
depreciation of property, plant and equipment
and of intangible assets
-14 -20
other operating expenses -874 -698
operating loss -529 -717
interest income 1,205 10
interest expenses -221 -107
result before income taxes 456 -815
income tax 0 0
net income / loss 456 -815
1. January - 31. March
net loss per share 2006 2005
basic diluted basic diluted
weighted average number of shares outstanding 1,671,251 2,974,762 1,355,909 1,746,819
net loss (in € 000)
per share (in €)
456
0.27
456
0.15
-815
-0.60
-815
-0.47
1. Jan. - 31. March
2006
€ 000
2005
€ 000
net income / net loss 456 -815
depreciation and amortization
(+)
14 20
financial result
(+)
188 98
decrease in provisions
(-)
-188 -186
gains (-) / losses (+) on the
(+/-)
redemption of convertible bonds
-1,203 0
(+/-) change in net working capital -162 589
non-cash items
(+)
11 23
net cash used in operating activities -884 -271
(-)
purchase of property, plant and equipment
-2 -7
proceeds from sale of equipment /
(+)
repayment of loans
0 -1
net cash used in investing activities -2 -9
accruals from the issuance of share capital
(+/-)
cash used for procurement of equity
802 -31
payments on other financing instruments
(+)
0,761 0
interest paid
(-)
-1 -4
net cash provided by / used in financing activities 1,562 -34
net decrease / increase in cash and cash equivalents 676 -314
cash and cash equivalents at beginning of period 193 614
cash and cash equivalents at end of period 869 300

Consolidated cash flow statement from 1 January to 31 March

note:

in this statement of cash flows, cash and cash equivalents are defined as "net available cash and cash equivalents", i. e. this item comprises the cash and cash equivalents carried on the balance sheet under current assets.

Consolidated development of shareholders' equity from 1 January to 31 March

in € 000, with the exception of figures per share

shares issued
number of
preference shares
share capital:
ordinary shares
share capital:
treasury stock paid-in capital
additional
from stock options
remuneration
revaluation surplus net loss total
as of 31. December 2004 15,000,000 0 15,000 0 62,840 -150 0 -79,925 -2,235
capital increase for cash 0
equity cut & reverse share split 0
convertible bond warrants 0
expenses for procurement of equity * -31 -31
capital increase through conversion
of convertible bonds
issue of stock options and partial deferred
expenses for remuneration from stock options
-1 24 0
23
net loss -815 -815
as of 31. March 2005 15,000,000 0 15,000 0 62,808 -126 0 -80,740 -3,058
as of 31. December 2005 1,609,584 0 1,610 0 1,788 -50 0 -8,756 -5,408
capital increase for cash 150,000 150 255 405
equity cut & reverse share split 0
convertible bond warrants 319 143 462
expenses for procurement of equity * -66 -66
capital increase through conversion
of convertible bonds
issue of stock options and partial deferred
expenses for remuneration from stock options
-1 12 0
11
net loss 456 456
as of 31. March 2006 1,759,584 0 1,760 0 2,296 -37 0 -8,157 -4,139

* expenses for equity procurement were offset to the full amount as a result of the accounting assumption that losses carried forward will not be used for fiscal purposes

7. Notes to the interim financial statements

Reporting entity

Consolidated companies Interest held

Travel24 GmbH, Berlin 100% Buchungsmaschine AG, Munich 100%

Explanations pertaining to the balance sheet

The total assets of € 2.2 million as of 31 March 2006 represented an increase of € 0.8 million over 31 December 2005.

This is mainly attributable to the reduction in the consolidated net loss and to the issue of convertible bonds and the placement of profit-sharing rights in February and March 2006: The capitalisation measures of the first quarter - including the issue of new shares - increased the additional paid-in capital and the subscribed capital by a total of € 0.7 million. In tandem with this, part of the loan that was issued in 2003 was called back, so that the noncurrent liabilities recorded in the balance sheet fell by € 0.3 million to € 4.7 million in the accounting balance.

Segment reporting

segment presentation
per 31. 03. 2006
Travel Marketing
& Distribution
Travel
Technology
Eliminations Travel24-
Group
€ 000 € 000 € 000 € 000
revenues - trade 420 24 0 444
- intersegment 0 0 0 0
total revenues 420 24 0 444
operating result -576 -93 1,
125
456
assets 2,772 123 -700 2,194
depreciation 10 4 0 14
segment presentation
per 31. 03. 2005
Travel Marketing
& Distribution
Travel
Technology
Eliminations Travel24-
Group
€ 000 € 000 € 000 € 000
revenues - trade 381 48 0 428
- intersegment 0 0 0 0
total revenues 381 48 0 428
operating result -719 -103 7 -815
assets 3,850 149 -2,328 1,397
depreciation 13 8 0 20

Net cash used in operating activities

For the first three months of the current financial year, the net cash used in operating activities amounted to € 0.9 million. The negative impact on liquidity is primarily due to the restructuring measures that were announced and introduced at the end of the previous year that include, in particular, the cessation of in-house programming activities.

Net cash used in investing activities

Investing activities had no significant effect on Group liquidity.

Net cash provided by financing activities

The net cash provided under this reporting item is mainly due to the following events from February and March:

  • Issue of a convertible bond with gross issuing proceeds of € 0.4 million,
  • Placement of profit-sharing rights with gross issuing proceeds of € 1.1 million,
  • Issue of new shares in Travel24.com AG with gross issuing proceeds of € 0.4 million.

8. Securities held by the Managing Board and Supervisory Board

Shares Options
Managing Board
Marc Maslaton 38,865 160,000
Philip Kohler 913 90,000
Supervisory board
Andrea Bahlsen 2,166
Martin Amrhein 13,302
Cristofor Henn 0
Konstantin v. d. Pahlen 0
Dr. Matthias Schüppen 0
Joachim Semrau 0

As of 31 March 2006 the Company had issued a total of 352,250 stock options. Of these, as may be seen above, 250,000 options are held by members of the Company's executive bodies, the remaining 102,250 options are held by employees and senior management at Travel24.com AG as well as at the fully-consolidated subsidiaries Travel24 GmbH and Buchungsmaschine AG.

Taking into consideration the capital reduction implemented in September and October 2005, the stock options issued can merely be used in proportion to the capital reduction when converted into new shares in Travel24.com AG, i. e. 11 stock options entitle the holder to the purchase of 1 new share in Travel24.com AG.

9. Financial calendar

31 May 2006 Publication of Three-Month Report 2006
28 June 2006 Annual General Meeting 2006
31 August 2006 Publication of Half-Year Report 2006
30 November 2006 Publication of Nine-Month Report 2006
30 April 2007 Publication of Annual Report 2006

10. Publication details

Publisher Travel24.com AG Romanstraße 35 D-80639 München, Germany

German Security Code Number (WKN): A0F AP7 ISIN: DE000A0FAP75

Phone: +49 - (0)89 - 25007 1000 Fax: +49 - (0)89 - 25007 1021 www.travel24.com

How to Reach Us

Investor relations Contact person: Sabine Fey [email protected]

Toll-free 24-hour booking and service hotline 0800 - 87283524 or 0800 - travel24 [email protected]

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