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German Values Property Group AG

Quarterly Report Jun 15, 2005

440_10-k_2005-06-15_1e9c1e5e-251e-4f26-a481-e4f957dd0ad0.pdf

Quarterly Report

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Three-Month Report 2005

Contents

1. Summary of key data 3
2. Introduction 4
3. Business performance
Travel retail
Technology
Investor relations
5
7
7
4. Business results 8
5. Outlook 9
6. Interim consolidated financial statements as of 31 March 2005
Consolidated balance sheet
Consolidated statement of income
Consolidated cash flow statements
Development of consolidated share capital
10
11
12
13
7. Notes to the interim financial statements 14
8. Securities held by the Managing and Supervisory Boards 15
9. Press comments and news 16
10. Financial calendar 17
11. Contact details 17

1. Summary of key data

1. Jan. - 31. March
2005 2004
€ 000 € 000
total transaction value per booking date 4,777 8,294
per travel date 2,640 3,604
net sales 428 1,013
EBITDA -697 -360
EBIT -717 -398
consolidated net loss -815 -480
net loss per share (in €) basic -0.05 -0.04
diluted -0.04 -0.03
operative cash flow -275 -2,211
number of employees as per 31. March
excl. management board
57 75

2. Introduction

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

The certification of the Website www.travel24.com through the TÜV initiative s@fer-shopping - an initiative for greater security in the Internet by TÜV Management Service business group TÜV Süddeutschland - has been completed and entitles Travel24.com to display the TÜV seal on its Website. The quality, security and transparency of our online products and services has been certified by an independent and reputable body. Our commitment to ongoing monitoring by TÜV and permanent technical development of our Website enables us to guarantee our customers the required security in the Internet together with a high degree of dependability.

In conjunction with the VorteilVisa! advantage programme of Visa Europe Services Inc., starting 1 June 2005 Travel24.com will be offering "sunny price-breakers": last minute specials and package deals by tour operators. In the coming months VorteilVisa! will be announced to over 11 million cardholders in Germany in the form of an extensive marketing programme. We anticipate a substantial increase in turnover from this cooperation, accompanied by a further rise in the awareness level of the Travel24.com brand.

Due to the conversion to the IAS/IFRS accounting rules, almost € 5.0 million in additional retail travel bookings by booking date was deferred in the first quarter of 2004 compared to the figure according to the US-GAAP accounting rules applied up to the end of 2003. Had the conversion from US-GAAP to IAS/IFRS not taken place, the previous year's figures would have been reduced to produce a slight increase in total sales for the current reporting period in a quarter-to-quarter comparison. Commissions for retail travel bookings by booking date produce a similar picture: Had the commission earnings not been deferred in either 2004 or 2005 due to the changed accounting rules, the results for the first quarters of 2004 and 2005 would have been at a comparable level.

Finally, a word on our own account: This year's Annual General Meeting is due to be held in Munich on 3 August 2005. On this occasion we would be delighted to see as many of our shareholders as possible.

Yours sincerely,

Marc Maslaton Munich, May 2005 CEO Travel24.com AG

Three-Month Report 2005 -4-

3. Business performance

Travel retail

The core function of Travel24.com AG is the sale of holiday travel. 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 up to 12 million last-minute offers, travel by car, wellness and sport specials and supplementary offers 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-travel24 (0800-87283524).

Internet

The most important prerequisites for gaining the confidence of the consumer in the Internet are - and will remain - safety, transparency and simplicity of booking. Together with its partners in the Verband Internet Reisevertrieb (Association of Internet Travel Retailers, VIR), in November last year Travel24.com AG thus set itself the goal of making the Internet less intimidating to consumers. Consumer protection and customer orientation have top priority for the members of the VIR; it is thus one of their main tasks to educate people in the use of the latest technologies, further develop security standards in the Internet and subject the range of products and services to ongoing quality control.

Travel24.com AG was officially acknowledged for its commitment: Since April 2005 we have been a partner to s@fer-shopping™, an initiative for greater security in the Internet by TÜV Management Service, TÜV Group Southern Germany. Within this framework, Travel24.com AG received a commendation from TÜV for tested quality, security and transparency of its Internet services - and thus a high level of dependability.

The TÜV safer-shopping™ certification mark guarantees security and transparency

Three-Month Report 2005 -5-

Marketing

Travel24.com AG is pleased to have acquired a new and prominent associate in the online business: Visa - the world's largest card payment system. With the motto "VorteilVisa! - More benefits with my Visa card" in March 2005 Visa launched the Internet portal www.vorteilvisa.de, which will in future be established as a destination website for Visa. This provides exclusive (advance) offers to Visa cardholders in conjunction with partners from the travel & hotels, entertainment, culture and shopping sectors. Travel24.com AG is its partner in the travel sector and the only online travel agent within this partner system.

With over 11 million Visa cards issued in Germany, besides the acquisition of new customers this new communications channel also promises a substantial increase in sales.

Cooperation of Travel24.com and VorteilVisa!

Internet hits

Due to the discontinuation of Travel24.com AG's involvement in the search engine marketing sector there has been a marked reduction in the number of visits and page impressions in the first three months of 2005. However, the look-to-book rate averaged 0.24%, an improvement over the figure of 0.22% for the first quarter of 2004 and substantially above the average of 0.20% for the 2004 financial year.

The number of page impressions was just under 13.1 million (2004: 32.9 million); almost 0.6 million visits were counted in the first quarter (2004: 1.7 million).

Technology

The technical facilities of Travel24.com AG are provided primarily by its subsidiary Buchungsmaschine AG, Hamburg. The Internet travel company Buchungsmaschine AG also offers its systems to travel agencies, travel agency chains/cooperations and portals as a basis for commercially successful Web presentations. These are Internet and Intranet-based products which enable the implementation of all essential tourism services on the homepages of travel agents and Internet portals.

Many travel agencies and Internet portals use Buchungsmaschine AG modules together with the associated technical know-how. The comprehensive customer care service provided by the online service centre as a fulfilment partner is also used by many non-tourism Internet portals.

Investor relations

In December 2004 Travel24.com AG carried out a further cash capital increase with the exclusion of subscription rights with the aim of improving its liquidity situation and strengthening its capital base. A total of 1.25 million shares were issued at a price of € 1.00 and these were admitted to trading and quotation at the Frankfurt Stock Exchange in April 2005. The share capital of Travel24.com AG increased to € 15,000,000 as a result of this issue.

In December last year the Supervisory and Management Boards of Travel24.com AG decided to commission an investment bank to seek a new strategic investor in order to increase the corporate value and thus shareholder value in the long term with the aid of a structured sales process. By January 2005 more than ten interested parties had already applied, and in-depth negotiations are now being held with these. Until May three companies had been shortlisted for further detailed talks about the possibility of joint operations. The next round of negotiations will be concerned with the structure and conditions a merger or participation. The Management Board will endeavour to exploit all alternatives provided within the scope of existing shareholders' resolutions in respect of authorised and contingent capital in order to achieve a powerful recapitalisation of the company together with a strategic partner. The Management Board of Travel24.com AG will, of course, inform the public as soon as the negotiations have resulted in tangible contracts.

At the beginning of May 2005 Travel24.com AG resolved to issue a convertible bond with an aggregate face value of up to € 1.2 million and offered the latter to its shareholders in the form of a rights issue at a ratio of 12.5:1. The convertible bond has a zero coupon and a term of three years. The conversion price is € 1.00 per share. It is proposed to introduce the convertible bond to dealing in the free market at a German stock exchange.

This year's Annual General Meeting is due to be held in Munich on 3 August 2005. On this occasion we would be delighted to see as many of our shareholders as possible.

4. Business results

Sales

In a quarter-on-quarter comparison, total retail travel bookings by date of receipt fell by € 3.5 million (42%) to € 4.8 million. The main reasons for this were the restricted access to the Travel24 Website via search engines and the drastic cuts in advertising activities. A further reason for the decline in sales as disclosed in the balance sheet was the discontinuation of stationary marketing activities in 2004. However, based on those activities which were continued in 2005, the decline in sales compared to the previous year is reduced to € 2.8 million (38%).

The same applies to gross sales recorded by travel date, which fell by almost € 1.0 million (27%) to € 2.6 million in the first quarter of the current financial year. Limiting the comparison to the activities continued in 2005, the fall-off in sales amounts to € 0.4 million (13%).

Results

Compared to the same quarter of the previous year the net loss for the current reporting period was according to IAS/IFRS accounting regulations - increased by € 0.3 million to € 0.8 million. This decline in the net result is for the most attributable to a decrease in revenues.

Cost savings of € 0.2 million (28%) in personnel and € 0.1 (10%) in other operating expenses were unable to offset the € 0.6 million decline in income.

The loss per share was at the same level as the previous year at 5 Cent (basic) or 4 Cent (diluted). The new shares issued in conjunction with the capital increases at the end of 2004 were taken into account in the calculation of these key ratios Overall, in a year-on-year comparison the number of shares issued by Travel24.com AG increased from 1,250,000 to 15,000,000. In addition, the calculation of diluted earnings per share took into account the new issue of 4,300,000 shares which would arise through the exercising of the conversion right for the bond issued in 2003.

Cash and cash equivalents

The decline in liquidity to € 0.3 million as reported on 31 March 2005 is mainly attributable to the losses generated in the first quarter of 2005. Cash and cash equivalents used in operating activities in the reporting period amounted to € 0.3 million.

Investments

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

Personnel

As of 31 March 2005 the Travel24.com Group employed a workforce of 57; this corresponds to 43.9 full-time employees as at the cut-off date for the quarter (all figures excluding board members).

5. Outlook

Security, transparency and simplicity in Internet booking are among the overriding expectations expressed by customers. Over the past six months, Travel24.com has taken these issues to heart and its efforts have been rewarded with the TÜV s@fer-shopping seal. The laurels were gladly received, but we cannot rest on them. Travel24.com will strive daily to not only maintain the certified quality by permanent monitoring, but also to improve it.

Travel24.com AG welcomes the cooperation with Visa Europe Services, Inc. in conjunction with the VorteilVisa! advantage programme. Besides being a substantial stimulus to sales, over 11 million cardholders as potential Travel24.com customers in Germany alone mean an additional boost to the awareness level of the Travel24 brand.

6. Interim consolidated financial statements as of 31 March 2005

Consolidated balance sheet as of 31 March 2005, figures according to IFRS

ASSETS 31. March 2005 31. Dec. 2004
€ 000 € 000
current assets
cash and cash equivalents
short-term investments / marketable securities
300 614
trade accounts receivable 22 92
other accounts receivable and assets 384 593
total current assets 706 1,299
non current assets
intangible assets 611 611
property, plant and equipment 149 162
investments 205 203
total non current assets 965 976
total assets 1,670 2,275
LIABILITIES 31. March 2005 31. Dec. 2004
and
SHAREHOLDERS' EQUITY € 000 € 000
current liabilities
accrued expenses 736 922
trade accounts payable 1,229 1,150
other current liabilities 386 164
total current liabilities 2,351 2,236
non current liabilities
convertible bond 2,369 2,266
total non current liabilities 2,369 2,266
shareholders' equity
share capital 15,000 15,000
additional paid-in capital 62,517 62,549
remuneration from share options -126 -150
accumulated deficit -80,441 -79,626
total shareholders' equity -3,050 -2,227
total liabilities and shareholders' equity 1,670 2,275

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

1. Jan. - 31. March
2005
€ 000
2004
€ 000
revenues 428 1,013
other operating income 104 135
personnel expenses -531 -733
depreciation of property, plant and equipment
and of intangible assets
-20 -38
other operating expenses -698 -775
operating loss -717 -398
interest income 10 10
interest expenses -107 -92
result before income taxes -815 -480
income tax 0 0
net loss / income -815 -480
1. January - 31. March
net loss per share 2005 2004
basic diluted basic diluted
weighted average number of shares outstanding 14,915,000 19,215,000 12,182,222 16,482,222
net loss (in € 000)
per share (in €)
-815
-0.05
-815
-0.04
-480
-0.04
-480
-0.03
1. Jan. - 31. March
2005 2004
1. cash flows from operating activities: € 000 € 000
net loss -815 -480
adjustments for:
- depreciation and amortization 20 38
- financial result 98 82
- interest received 10 10
- interest paid -4 -5
- decrease in provisions -186 -10
- losses on the disposal of fixed assets 0 0
- change in net working capital 579 -1,877
- non-cash items 23 31
net cash used in operating activities -275 -2,211
2. cash flows from investing activities:
- purchase of property, plant and equipment -7 -21
- proceeds from sale of equipment /
repayment of loans
-1 31
net cash used in / provided by investing activities -9 10
3. cash flows from financing activities:
- accruals from the issuance of share capital -31 2,434
- payments on convertible bond 0 0
net cash provided by financing activities -31 2,434
net decrease / increase in cash and cash equivalents -313 233
cash and cash equivalents at beginning of period 614 1,061
cash and cash equivalents at end of period 300 1,295
net decrease / increase in cash and cash equivalents -313 233

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.

Three-Month Report 2005 -12-

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. Dec. 2003
(based on IFRS statements)
11,600,000 0 11,600 0 62,336 -303 0 -74,894 -1,261
capital increase for cash
(authorised capital approved in 2003)
2,150,000 2,150 465 2,615
expenses for procurement of equity * -181 -181
purchase / disposal of treasury stock 0
issue of stock options and partial deferred
expenses for remuneration from stock options
-3 35 31
net loss -480 -480
as of 31. March 2004 13,750,000 0 13,750 0 62,617 -268 0 -75,374 725
as of 31. Dec. 2004 15,000,000 0 15,000 0 62,549 -150 0 -79,626 -2,227
capital increase for cash 0
expenses for procurement of equity * -31 -31
purchase / disposal of treasury stock 0
issue of stock options and partial deferred
expenses for remuneration from stock options
-1 24 23
net loss -815 -815
as of 31. March 2005
* expenses for equity procurement were offset to the full amount as a result of the accounting assumption that losses carried forward
15,000,000 0 15,000 0 62,517 -126 0 -80,441 -3,050

will not be used for fiscal purposes

7. Notes to the interim financial statements

Reporting entity

Consolidated companies Interest held

Travel24 GmbH, Hamburg 100% Buchungsmaschine AG, Hamburg 100%

Notes to the balance sheet

Compared to 31 December 2004 the balance sheet total as of 31 March 2005 decreased by € 0.6 million to € 1.7 million.

This is for the most part attributable to the € 0.3 million reduction in cash and cash equivalents to € 0.3 million and the € 0.2 million decline in other assets to € 0.4 million.

The long-term liabilities of almost € 2.4 million shown in the balance sheet reflect solely the cash value of the convertible bond placed in 2003 as determined on the respective cut-off date, allowing for accumulated interest.

The increase of about € 0.2 million in other current liabilities in the reporting period compared to 31 December 2004 is attributable to accruals and deferrals related to the accounting changeover on 1 January 2004.

Segment reporting

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 1,670
depreciation 13 8 0 20
segment presentation
per 31. 03. 2004
Travel
Marketing
& Distribution
Travel Technology Eliminations Travel24-
Group
€ 000 € 000 € 000 € 000
revenues - trade 955 58 0 1,013
- intersegment 17 0 -17 0
total revenues 972 58 -17 1,013
operating result -766 -84 370 -480
assets 7,442 219 -2,607 5,055
depreciation 27 11 0 38

Three-Month Report 2005 -14-

Cash flow from operating activities

For the first three months of the current financial year, cash and cash equivalents used in operating activities amounted to € 0.3 million, because the drain on liquidity from the net loss for the reporting period was partly offset by compensatory changes in working capital - in particular, due to the reduction in other receivables.

Cash flow from investments

Investing activities in the reporting period had no significant effect on Group liquidity.

Cash flow from financing activities

No financing measures were carried out in the first quarter of the current reporting year. The cash outflow shown under this item relates to the expenses for the capital increase implemented in December 2004 and partly recorded in the first quarter of 2005.

8. Securities held by the Managing and Supervisory Boards

Shares Options
Management Board
Marc Maslaton 427,520 160,000
Philip Kohler 10,000 90,000
Supervisory Board
Andrea Bahlsen 23,823
Joachim Semrau 0
Cristofor Henn 69,792
Konstantin v. d. Pahlen 0
Dr. Armin Reiners 1
0
Dr. Matthias Schüppen 0

1 Dr Reiners holds 3,448 shares as trustee.

As of 31 March 2005 the Company had issued a total of 387,500 stock options. Of these, as may be seen above, 250,000 options are held by members of the Company's executive bodies, the remaining 137,500 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.

9. Press comments and news

22. March 2005

"In the case of complaints, anyone who has booked his vacation at Expedia, Opodo, Ebookers or Travel24 can now turn to a free

arbitration body (www.reiseschiedsstelle.de, phone 0611/9889340) for help. As a neutral mediator, legal expert Professor Ronald Schmid will make concrete suggestions on how to solve the conflict out of court."

4. March 2005

"The Travel24.com portal and Aermatis are set to launch their advanced customer loyalty programme Travel World. Aermatis, whose main activity is the development of bonus programmes for financial and insurance

companies, has access to 44 million cardholders in Europe. Travel24.com will be adding the travel sector to Aermatis' sales portfolio."

17. January 2005

"According to company statements there are currently 14 parties interested in a takeover of the Munich-based online travel service

Travel24.com. At the end of last year Germany's only publicly quoted online travel service had instructed an investment bank to sell the company. Several of the 14 interested parties have, apparently, already signed the necessary declaration of confidentiality.

14. January 2005

"More than just looking and booking – that's the motto of the major travel sites, first and foremost … Travel24. On the clearly designed site you'll

find editorials, travel booking, a route planner for Germany, Austria and Switzerland and a bulletin board for registered users. The wide selection of hotels includes plenty of pictures."

  • 31.03.2005 Travel24.com AG: Figures better than at first glance
  • 30.03.2005 Travel24.com AG receives TÜV seal for secure online shopping
  • 25.02.2005 Ad hoc notice: Aermatis AG and Travel24.com AG launch Travel World
  • 22.01.2005 It's springtime at Travel24.com!
  • 15.01.2005 Travel24.com AG attracts strong interest for takeover

10. Financial calendar

31 May 2005 Publication of Three-Month Report 2005
3 August 2005 Annual General Meeting 2005
31 August 2005 Publication of Half-Year Report 2005
30 November 2005 Publication of Nine-Month Report 2005
31 March 2006 Publication of Annual Report 2005

11. Contact details

Publisher Travel24.com AG Motorstraße 56 80809 Munich, Germany

German Security Code Number: 748750 ISIN: DE0007487506

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

Contact

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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