3rd quarte r - holidaycheck group...key figures * adjusted for revenues of adjug group. adjug was...

3rd Q

uarter

Key figures

* adjusted for revenues of Adjug Group. Adjug was sold in August 2011 ** as at 30 September

30 September 2012 30 September 2011 Change in %

Total assets in Euro million 256.9 184.4 +39.3

Equity in Euro million 97.5 96.6 +1.0

Debt in Euro million 159.3 87.8 +84.5

Equity ratio in % 38.0 52.4 –27.5

Debt ratio in % 62.0 47.6 +30.3

Structure of shareholders at 30 September 2012 (rounded)

Burda Digital GmbH 64.5%

Managing Board and Supervisory Board 2.2%Free float 33.3%

1Q - 3Q 2012

1Q - 3Q 2011

Change in % 3Q 2012 3Q 2011

Change in %

Consolidated revenue (external)* in Euro million 110.8 94.7 +17.0 40.8 33.2 +22.9

Segments:

Transactions in Euro million 83.1 69.1 +20.3 31.7 24.2 +30.8

Advertising in Euro million 18.5 16.5 +12.1 5.7 5.8 –2.2

Technologies in Euro million 9.2 9.1 +1.5 3.4 3.2 +5.9

Group EBITDA in Euro million 14.0 13.9 +1.0 6.3 5.2 +22.4

Group EBIT in Euro million 9.7 10.4 –6.6 4.3 4.1 +4.9

Group EBT in Euro million 6.2 7.4 –16.4 3.3 3.5 –4.8

Group earnings after taxes in Euro million 4.5 5.7 –21.9 2.6 3.2 –19.3

Earnings per share in Euro 0.08 0.11 –27.3 0.05 0.06 –16.7

Number of employees** 744 560 +32.9 744 560 +32.9

Development of TOMORROW FOCUS Group key figures

55.1

63.9

83.3

Consolidated revenue (in Euro million)

94.7

110.8

6.6

8.6

11,5

Group EBITDA(in Euro million)

13.9

14.0

3.8

5.9

7.5

Group EBIT(in Euro million)

10.4

9.7

1Q - 3Q 2008

1Q - 3Q 2009

1Q - 3Q 2010

1Q - 3Q 2011

1Q - 3Q 2012

TOMORROW FOCUS AG 2012

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Key figures

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CONTENT

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303239

3939

Overview of the TOMORROW FOCUS Group

Group management reportConsolidated balance sheet

Consolidated statement of income

Consolidated statement of comprehensive income/(loss)

Statement of changes in consolidated equity

Consolidated cashflow statement

Consolidated segment report

Consolidated notes to the financial statement

Financial calender

Legal notice & Contact

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08

04

The Tomorrow FoCuS Share

Letter to Shareholders

3


In the third quarter of 2012 we set a new record. TOMORROW FOCUS AG achieved the best single-quarter revenue figure in its history, EUR 40.8 mil-lion, a substantial 22 percent increase on the same period in 2011.

Transactions segment prioritises further internationalisationThird-quarter revenue in the Transactions segment rose by approximately 31 percent compared to the previous year. As well as HolidayCheck AG, this strong per-formance was led by EliteMedianet GmbH, which operates what it regards as Germany’s biggest on-line dating agency, ElitePartner.de. Despite only re-cently being consolidated, the Group’s new travel company holdings, Webassets B.V. and Tomorrow Travel B.V., generated around EUR 5 million to-wards the segment total. The French online travel agent Ecotour.com became part of the TOMORROW FOCUS Group in September. The aim of the takeover is to link its advanced booking platform with HolidayCheck France’s ratings content and SEO (search engine optimisation) expertise.

Advertising segment – AdJug stake soldRevenue for the period in the Advertising segment was on a par with the previous year and thus within expectations. The results should be viewed in the context of strong third-quarter results in 2011 and weak summer sales reflecting a dip in the adverti-sing market. In the third quarter, TOMORROW FOCUS Media maintained its position as Germany’s widest-reaching digital marketing specialist. According to AGOF internet facts in August 2012, the company’s reach figures currently stand at over 60 percent. In a deal scheduled to begin in January 2013, TOMORROW FOCUS Media also attracted another high-profile and wide-reaching marketing partner in the shape of Xing AG. FOCUS Online boosted its own reach figures by 30 percent year on year. Based on its results to date, it should once again end the year in profit. TOMORROW FOCUS AG sold its 20 percent minority holding in AdJug Ltd, which operates two Internet advertising marketplaces in the U.K. and

Germany. The buyer was Dentsu Inc., an interna-tional media and advertising group, which already held 80 percent of AdJug’s shares. The sale took ef-fect on 1 September 2012. AdJug and TOMORROW FOCUS will maintain their tried-and-tested relati-onship and continue to work together on the mar-keting of advertising space.

Technologies segment achieves moderate boost to revenueThird-quarter revenue in the Technologies segment was around 6 percent higher compared to the same period in 2011. These very satisfactory results were driven in equal measure by TFT GmbH, one of Germany’s leading digital technology and creative agencies, and Cellular GmbH, one of the country’s top full-service agencies for mobile and smart TV solutions.

TOMORROW FOCUS AG sells digital rights to TV Spielfilm, Fit for Fun and CinemaAt the beginning of the fourth quarter, TOMORROW FOCUS AG sold the digital rights to the brands TV-Spielfilm, Fit for Fun and Cinema to the Bur-da News Group, which had previously taken over editorial operation and product management of the three portals as a licensing partner in 2009. The Group’s digital ad network TOMORROW FOCUS Media will continue to market the portals’ online and mobile content.

Management Board plans further expansionIn light of the Group’s current performance, the Management Board anticipates an increase in ear-nings per share to between EUR 0.25 and EUR 0.28 for the financial year 2012. The corresponding figure for 2011 was EUR 0.21. We are also confident of the Group’s prospects for the financial year 2013, especially with regard to the Transactions segment, which is set to achieve further pleasing results. This is partly due to the acquisitions in France and the Netherlands. We are currently examining other potential acquisitions in the Transactions and Advertising segments.

Yours sincerely,The Management Board

Dear Shareholders,

4

Letter to shareholders


Dr. Dirk SchmelzerChief Financial Officer

Christoph SchuhManagement Board Member

5

Letter to shareholders

Cellular GmbHIntegrated service provider of mobile internet, apps and Smart TVEmployees: 50Based in: Hamburg, Germanyother locations: Vienna, Austriawww.cellular.de

FOCUS OnlineNews and utility journalism portal with active reader community Employees: 50Based in: munich, Germanywww.focus.de, amica.de and max.de

EliteMedianet GmbH online matchmaking agency for university graduates and sophisticated singles Employees: 80Based in: Hamburg, Germanywww.elitepartner.de, www.academicpartner.de

jameda GmbHGermany’s largest physician rating portal Employees: 20Based in: munich, Germanywww.jameda.de

Finanzen100 GmbHFinance and stock market news portalEmployees: 10Based in: Cologne, Germanywww.finanzen100.de

TFT (TOMORROW FOCUS Technologies GmbH)Provider of technical and creative services for web-based web-based iT solutions Employees: 50Based in: munich, Germanywww.t-f-t.net

6

TOMORROW FOCUS Media GmbHLeading premium digital marketing agency Employees: 70Based in: munich, Germanyweitere Standorte: Düsseldorf, Frankfurt, Hamburgwww.tomorrow-focus-media.de

HolidayCheck AGLeading hotel rating community in the German- speaking region Employees: 260Based in: Bottighofen, Switzerlandother locations: warsaw, Poland and Paris, Francewww.holidaycheck.de; .at, .ch, .cn, .com, .co.uk, .cz, .es, .fr, .it, .nl, .pl, .ru, .se and www.mietwagencheck.de

TOMORROW FOCUS AG HoldingEmployees: 24Based in: munich, Germanywww.tomorrow-focus.de

TOMORROW TRAVEL B.V.operator of Dutch online travel agency Tjingo Employees: 20Based in: woerden, The Netherlandswww.tjingo.nl

Webassets B.V.Leading hotel rating community in the Benelux region and international weather portalsEmployees: 80Based in: Zeist, The Netherlandswww.zoover.nl; .at, .be, .ch, .com, .de, .fi, .fr, .no, .pl, .se and www.weeronline.nl, www.meteovista.de, .be, .co.uk, .fr, .pl

RPC Voyages SASoperator of French online travel agency Ecotour Employees: 23Based in: Courbevoie, Francewww.ecotour.fr

7

TOMORROW FOCUS AG once again maintained re-gular and transparent contact with investors, ana-lysts and with business journalists in the first nine months of 2012. The Management Board presented the company to investors at a series of road shows and investor conferences in Cologne, Düsseldorf, Frankfurt/Main, London and Zurich. There were fur-ther opportunities to present the company to insti-tutional investors, analysts and business journalists at two investor events of TOMORROW FOCUS AG held in the German cities of Frankfurt/Main and

Munich. The Management Board also took part in question and answer sessions with well-known business and stock market media organisations. TOMORROW FOCUS AG is committed to the equitable treatment of all investors. All relevant information, such as presentations at key investor events, can be found on the company’s website www.tomorrow-focus.de. Investors can also find a comprehensive range of in-depth background in-formation about TOMORROW FOCUS AG on the website.

Investor Relationskeeping in touch with our shareholders

Tomorrow FoCuS AG | Neumarkter Strasse 61 | 81673 Munich | Germanywww.tomorrow-focus.de www.facebook.de/tomorrowfocus www.twitter.com/tomorrowfocuswww.youtube.com/tomorrowfocus

Investor and Public Relations contact

Armin Blohmannphone: +49 (0)89 9250-1256fax: +49 (0)89 9250-2403email: [email protected]

Sabine minarphone: +49 (0)89 9250-1208fax: +49 (0)89 9250-2403email: [email protected]

Question-and-answer session with the shareholders:

CFO Dr. Dirk Schmelzer at the 2012 AGM

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Investor Relations


KEy Tomorrow FoCuS SHArE DATASHArE PrICE DEVELoPmENT IN THE FIrST QuArTEr 2012

German securities code (wKN): 549532 Starting price 2012: 3.40 €

ISIN: DE0005495329 Low 2012: 3.28 €

Stock exchange symbol: TFA High 2012: 4.30 €

Stock exchange segment: Prime Standard Closing price on 1 November 2012: 3.52 €

Designated sponsor: HSBC Trinkaus Development of share price in 2012: 1.5%

Indices: CDAX. Technology All Share. Prime All Share

Number of shares: 53.012.390. no-par-value bearer shares

market capitalisation as at 1 November 2012: 186.6 Mio. €

Shareholder structure as at 30 September 2012 (rounded)

Key TOMORROW FOCUS share data

Burda Digital GmbH 64.52%

Free float 33.31%

Management Board and Supervisory Board 2.17%

in %

125

120

115

110

105

100

2012 January February march April may June July August September october

Tomorrow FoCuS AG

TecDAX

Share price development in 2012: TOMORROW FOCUS share compared to the TecDAX

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Investor Relations


1. Corporate structure and core businessTOMORROW FOCUS AG is based in Munich, Ger-many, and is an independent Internet group.The Group’s business activities are divided into three operating segments (Transactions, Adverti-sing and Technologies) and a non-operating seg-ment (Holding). The Transactions segment includes Holiday-Check AG, EliteMedianet GmbH and jameda GmbH from the previous financial year and the following companies, which were fully consolidated in the Transactions segment at different points in the cur-rent financial year:• since 2 April 2012: Tomorrow Travel B.V. ( formerly

Vakantiekart B.V.)

• since 1 July 2012: Webassets B.V.• since 30 September 2012: RPC Voyages SAS

The Advertising segment comprises Finanzen100 GmbH and TOMORROW FOCUS Media GmbH. Up to 31 July 2011, the AdJug Group was also consoli-dated in this segment. Between 1 August 2011 and 1 September 2012, when TOMORROW FOCUS AG sold its remaining stake, the AdJug Group was ac-counted at equity and its contribution to earnings recognised in the financial result.

The Technologies segment is made up of TOMORROW FOCUS Technologies GmbH and Cellular GmbH.

TOMORROW FOCUS Group management reportfor the third quarter of 2012

Business segments of TOMORROW FOCUS AG

advertisingAdvertising-based business models

TOMORROW FOCUSTECHNOLOGIES GMBH

100 %*

FINANZEN100 GMBH100 %*

technologiesIntegrated services for mobile

and stationary solutions

CELLULAR GMBH100 %*

TOMORROW FOCUS MEDIA GMBH

100 %*

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Management report


2. General information about the management reportDefinitions All mentions of ‘TOMORROW FOCUS AG’, ‘TO-MORROW FOCUS Group’, ‘the group of companies’ or ‘the Group’ in this management report relate to the TOMORROW FOCUS Group.

Forward-looking statementsThis management report contains statements and information about the future which are based on the assumptions and estimates of the Management Board of TOMORROW FOCUS AG. All statements contained in the management report which are not based on past facts are forward-looking statements. These statements reflect our current expectations and assumptions after consideration, among other things, of the general economic framework and sector-specific developments, opportunities to rec-ruit staff and promote staff retention, online com-petition and competition in the Internet and media

sector, business strategy implementation, the deve-lopment and launch of new products and services, opportunities to exploit intellectual property, the regulatory and political environment, adaptation to technological progress, market acceptance of our products and services, risks relating to terro-rist attacks and war, specific environmental risks and their potential consequences for parts of the company, the integration of acquired companies or assets, the satisfaction of customer expectations, and other risks and uncertainties. When used with reference to the TOMORROW FOCUS Group, typi-cal phrases and words such as ‘intend’, ‘assess’, ‘expect’, ‘believe’, ‘plan’, ‘reckon’, ‘estimate’, ‘will’, ‘should’, ‘would’, ‘want’, ‘are confident that’, etc., indicate that a statement is forward-looking and ba-sed on present expectations, assumptions and esti-mates. Although we feel that these expectations are realistic, we cannot guarantee their correctness. Assumptions can contain a vast number of internal and external risks and uncertainties, which may cause the actual results to be considerably more positive or negative than the forward-looking state-ments or forecasted results. We recommend that readers do not rely on these statements to an inap-propriate extent. The TOMORROW FOCUS Group does not intend nor is it under any obligation to up-date or correct forward-looking statements.

Internal control systemRevenue and profits are some of the parameters which TOMORROW FOCUS AG analyses monthly and compares with the original business plan and the twice-yearly extrapolation forecast to control and monitor the development of individual subsi-diaries.

In addition, further key performance indicators are calculated each month for control purposes and are used within all the operating companies of the TO-MORROW FOCUS Group. External indicators such as inflation rates, interest rates, general economic trends and market-specific business developments are also regularly analysed for company manage-ment purposes. In addition, there are regular sche-duled meetings and shareholder meetings with the individual subsidiaries.

transactionsTransaction-based and

subscription-based business models

HOLIDAYCHECK AG 94 %*

TOMORROW TRAVEL B.V. 100 %*

RPC VOYAGES SAS 55 %*

ELITEMEDIANET GMBH 100 %*

JAMEDA GMBH 100 %* * Participating interests of TOMORROW FOCUS AG in percent

WEBASSETS B.V. 51 %*

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Management report


3. Macro-economic situationminimal economic growth According to the German Institute for Economic Research (DIW), German gross domestic product (GDP) grew by 0.2 percent in the third quarter of 2012 after adjusting for price, seasonal and calen-dar factors. A report on the economic situation in the TO-MORROW FOCUS Group‘s key market segments in the third quarter of 2012 is provided below.

Transaction-based services play increasingly important roleThe German market for transaction-based online services aimed at private consumers (B2C) is bene-fiting from the trend towards increasing use of the Internet. According to the 2012 Allensbach Compu-ter and Technology Analysis (ACTA), the number of online buyers has been growing remarkably steadi-ly for years. In 2004, 45 percent of the population between the ages of 14 and 64 had used the Inter-net to buy products or services; in 2012 the figure has already reached 74 percent. In the view of the company, the market for da-ting platforms on the German-language Internet in the third quarter of 2012 is likely to have remained stagnant at the level of 2011.

Clear growth in online advertisingNielsen Media Research expects total gross ex-penditure on advertising in Germany to have been EUR 6.5 billion in the third quarter of 2012, equiva-lent to a 1 percent decrease compared to the previ-ous year‘s third-quarter figure. TV was once again the most important advertising medium, generating gross advertising income of EUR 2.3 billion in Ger-many in the third quarter of 2012 (down 1.2 per-cent on the third quarter of 2011). German news-papers take second place with advertising income of EUR 1.2 billion (down 3.7 percent), followed by consumer publications, which generated adverti-sing income of EUR 0.8 billion (down 3.9 percent). Gross advertising expenditure for the classic online advertising covered by the Nielsen surveys (not in-cluding affiliate network and keyword advertising) was EUR 0.7 billion in the third quarter of 2012. The gross figure for year-on-year growth is around EUR 18.7 percent. Tomorrow Focus estimates that the gap bet-ween gross and net growth did not widen any fur-

ther in the third quarter of 2012. As a result, the net rate of growth is at roughly the same level.

Continued growth in IT services marketAccording to the forecast issued by the German As-sociation for Information Technology, Telecommu-nications and New Media (BITKOM), the German IT services market should achieve a market volu-me of EUR 34.9 billion in 2012, around 2.1 percent up on the previous year. The company regards this forecast as realistic.

4. Significant measures and events Transactions segmentTOMORROW FOCUS AG acquires majority holding in Webassets B.V., operator of hotel ratings portal Zoover and weather portal WeerOnlineIn July, TOMORROW FOCUS AG acquired a 51 per-cent stake in Webassets B.V. The company ope-rates Zoover, the Netherlands’ biggest hotel and holiday ratings portal, and the MeteoVista weather platforms. The agreed price of EUR 21 million was settled in cash after adjusting for the company’s cash holdings and net debt. Under the terms of the deal, Erwin Rooymans (one of the company’s foun-ders) gave up his entire stake. Co-founder Bas Ras-ker and other existing shareholders hold 49 per-cent of the shares. Further agreements have been signed that could allow TOMORROW FOCUS AG to take over all the remaining shares by 2017. The ex-act amounts payable for each tranche of the total purchase price will depend on the company’s future performance. The company will be led as before by CEO Stephan Bosman and co-founder Bas Rasker. Zoover receives up to 15 million unique visitors per month. 30 percent of its traffic comes from the Netherlands and 70 percent from other countries. Its core markets are Belgium, France, Germany, the Netherlands and Poland. It is also active in 20 other countries. This year, Germany’s consumer or-ganisation ‘Stiftung Warentest’ rated Zoover.de the second-best hotel ratings portal in the country after HolidayCheck. MeteoVista is a B2B and B2C provider of me-teorological data and services in the Netherlands and Europe. Up to seven million unique users visit its Internet pages (MeteoVista.de/co.uk/be/fr/pl and weeronline.nl) every month for a wide range of wea-ther information and forecasts.

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Management report


In million euros, the company’s projected revenue for 2012 is in the low double figures, with EBIT in single figures. There are also plans for Zoover to collaborate intensively with TOMORROW FOCUS AG’s Ne-therlands brand Tjingo. Integrating the technology developed by Tjingo will make it possible to book package holidays directly on the Zoover platform. International content will be exchanged between Zoover and TOMORROW FOCUS AG’s subsidiary HolidayCheck, both of which also plan to share a single technology platform allowing them to develop customer-friendly IT solutions such as mobile apps. It is anticipated that the weather platform weeronline.nl will join forces and collaborate with other companies in the TOMORROW FOCUS Group.

TOMORROW FOCUS AG acquires majority stake in French online travel agent Ecotour.com (RPC Voyages SAS)In August, TOMORROW FOCUS AG announced the acquisition of a 55 percent stake in the French on-line travel agent Ecotour.com (RPC Voyages SAS) with effect from 30 September 2012. Ecotour foun-der Guillaume Victor-Thomas and other existing in-vestors together hold 45 percent of the company’s shares. Guillaume Victor-Thomas continues to act as the company’s CEO. Matthias Papet, country manager at HolidayCheck France, was appointed managing director. The aim of the takeover is to link Ecotour.com’s advanced booking platform with HolidayCheck France’s ratings content and search engine optimisation (SEO) expertise. The total purchase price of between EUR 8.5 million and EUR 12 million (depending on the company’s future performance and after adjust-ments for net debt and cash) includes the licence for the French hotel ratings platform HolidayCheck .fr run by the TOMORROW FOCUS subsidiary Holi-dayCheck AG for a sum of EUR 4 million and also a capital contribution to the company. A further ag-reement has been signed with the founders and exi-sting shareholders covering the acquisition of the remaining shares. This could allow TOMORROW FOCUS AG to take over the company completely by the year 2015. Ecotour.com is based in Courbevoie near Paris. It is a licensed online travel agent that covers the en-tire bookings value chain. The company has develo-ped its own booking technology with links to over

fifty tour operators. Other travel industry providers also use the technology as a white label solution and software as a service (SaaS) in order to boo-st their productivity. Ecotour’s booking technology makes it possible to combine individual flights and hotels using a system of ‘dynamic packaging’. This extends the range of offers available for booking. The integration of Ecotour’s booking technology into the French HolidayCheck platform will trans-form HolidayCheck.fr into an integrated ratings and bookings portal along the lines of HolidayCheck AG in the German-speaking countries (Austria, Ger-many and Switzerland). Ecotour.com has generated solid growth in revenue to establish itself as one of France’s top five online travel agents. It will conti-nue to operate as an independent portal alongside HolidayCheck.fr, whose main contribution to Eco-tour.com will take the form of hotel ratings content. The combined expertise of the two companies will primarily be used to achieve a significant increase in traffic on both platforms using a variety of strate-gies including targeted SEO measures. According to travel industry surveys, France is the biggest package tour market in Europe after Germany, the UK and the Netherlands. Given its re-latively low proportion of online bookings compa-red to other European countries, there is considera-ble potential for growth. TOMORROW FOCUS AG’s acquisition of Ecotour.com will speed up the ex-pansion of HolidayCheck AG in the French market and is further evidence of its strategy of developing both fast-growing and more established markets.

Tomorrow FoCuS AG acquires remaining shares in Tomorrow Travel B.V.In September, TOMORROW FOCUS AG completed the takeover of Tomorrow Travel B.V following its acquisition of the remaining 45 percent of the company’s shares. Tomorrow Travel B.V. is ba-sed in the Netherlands city of Woerden and ope-rates the online travel agency Tjingo.nl. The Dutch company’s existing shareholders exercised their contractually agreed put option before maturity and sold their holdings to TOMORROW FOCUS AG for EUR 3.2 million. The sale took effect on 30 Septem-ber 2012. The purchase price was adjusted to take account of the company’s net debt. Since the above-mentioned liabilities were valued at EUR 7.5 million when TOMORROW FOCUS AG acquired its majori-ty holding, the deal resulted in a EUR 3.5 million

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Management report


boost to earnings with no impact on cash flow. The early completion of this takeover speeds up the in-tegration of Tomorrow Travel B.V. as part of the tra-vel operations of TOMORROW FOCUS AG.

Advertising segmentTOMORROW FOCUS AG sells minority holding in AdJug Ltd. to Dentsu Inc.In September, TOMORROW FOCUS AG sold its 20 percent minority holding in AdJug Ltd., which operates two Internet advertising marketplaces in the United Kingdom and in Germany, to AdJug’s majority shareholder, the international media and advertising group Dentsu Inc. The sale took effect on 1 September 2012 and generated EUR 1.3 mil-lion. The residual balance sheet value of EUR 2 million was written off at the same time. Under the terms of the deal, TOMORROW FOCUS AG has the option of a purchase price adjustment of up to EUR 3 million through a contribution to the perfor-mance of AdJug Ltd.’s German subsidiary.

Holding segmentToon Bouten appointed new CEO at TOMORROW FOCUSIn September 2012, the Supervisory Board of TO-MORROW FOCUS AG appointed Antonius ‘Toon’ Bouten (53) from the Netherlands to be the new CEO and Chairperson of the Management Board. He will join the company on 1 January 2013. The company’s future Chief Executive Officer has acquired considerable international experience over many years with leading European companies. He currently holds the position of CEO with Euro-pean Directories, a local search and lead generati-on specialist based in Amsterdam and London with operations throughout Europe. Prior to this, from 2006 to 2009, he was Presi-dent and CEO of the Danish headset maker GN Net-com. Between 2004 and 2006, as Executive Vice President and General Manager, he led the Europe-an business of Philips Electronics NV’s consumer electronics division with a billion-euro budget and responsibility for the group’s sales and marketing activities in 48 countries. Going further back, he spent around ten years with a number of well-known international informa-tion and communications technology (ICT) compa-nies as well as web-based companies. During this period, as Vice President and General Manager at

Compaq Computers, he built up the consumer seg-ment in the Europe, Middle East and Africa (EMEA) region. As CEO at Jobline International, he was re-sponsible for the online job portal’s initial public offering. After graduating in engineering, Toon Bouten began his career in 1984 with Philips in the Netherlands. Given his international management expe-rience and industry expertise, the Supervisory Board believes that he is the ideal person to lead the TOMORROW FOCUS Group and maintain its successful and ambitious strategy of internationali-sation. Toon Bouten will take over from Stefan Winners who left the company on 30 September 2012 to join the Management Board of Hubert Burda Media Holding. In his new role Stefan Winners is respon-sible for the Burda Digital division, which holds a majority share in TOMORROW FOCUS AG. TOMORROW FOCUS AG’s new Management Board will therefore be made up of Toon Bouten alongside existing members Christoph Schuh (re-sponsible for the company’s advertising, dating and mobile subsidiaries) and Dr Dirk Schmelzer (CFO).

5. Earnings, financial position and assets of the TOMORROW FOCUS GroupEarnings position of the Tomorrow FoCuS GroupTOMORROW FOCUS AG has maintained the strong growth of the first half-year into the third quarter of 2012, posting the highest revenue figure in its history for a single quarter.

The Group’s consolidated third-quarter revenue, after adjusting for revenue from the AdJug Group, showed a year-on-year increase of 22.5 percent from EUR 33.3 million in 2011 to EUR 40.8 million.

Again after adjusting for revenue from the AdJug Group, consolidated revenue of the TOMORROW FOCUS Group for the first nine months of 2012 rose by 17.0 percent from EUR 94.7 million in 2011 to EUR 110.8 million.

This was mainly achieved thanks to results in the Group’s two biggest segments, Transactions and Advertising.

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Management report


revenue in the Transactions segment rose by 20.3 percent to EUR 83.1 million in the first three quarters of 2012 compared to EUR 69.1 million over the same period in 2011. Contributions to this strong performance came from HolidayCheck AG and from EliteMe-dianet GmbH, which operates what it regards as Germany’s biggest online dating agency ElitePart-ner.de. The Group’s new travel company holdings, Webassets B.V. and Tomorrow Travel B.V., gene-rated around EUR 5 million towards the segment total.

Total revenue in the Advertising segment over the first three quarters of 2012 stood at EUR 18.5 million, up 12.1 percent on the figure of EUR 16.5 million reported for the same period in 2011. These results were driven in equal measure by Germany’s widest-reaching digital marketing specialist TO-MORROW FOCUS Media and the news portal FO-CUS Online.

At EUR 9.2 million, revenue in the Technologies segment for the first three quarters was 1.5 percent higher compared to the equivalent 2011 figure of EUR 9.1 million.

The earnings figures for the first nine months of 2012 were affected by several non-recurring items that are explained below.

In accordance with International Financial Repor-ting Standards (IFRSs), the acquisitions of Webas-sets B.V. and Tomorrow Travel B.V. produced amor-tisation and depreciation for the first three quarters of EUR 0.7 million on assets identified during purchase price allocation.

The acquisitions made by TOMORROW FOCUS AG in the second and third quarters in France and the Netherlands involved the restructuring of Holiday-Check AG, with a particular focus on the internatio-nal activities of HolidayCheck. The resulting cost to the Group of around EUR 1.6 million will generate synergy effects at HolidayCheck AG over the next twelve months.

Earnings were boosted by TOMORROW FOCUS AG’s earlier than expected acquisition of the re-maining 45 percent stake in Tomorrow Travel B.V.,

which operates the Netherlands online travel agency Tjingo.nl. The existing shareholders ex-ercised their contractually agreed put option and sold their holdings to TOMORROW FOCUS AG for EUR 3.2 million, after adjusting for Tomorrow Tra-vel B.V.’s net debt. The sale took effect on 30 Sep-tember 2012. Since the above-mentioned liabilities were valued at EUR 7.5 million when TOMORROW FOCUS AG acquired its majority holding, the deal resulted in a EUR 3.5 million boost to earnings. The early completion of this takeover will help to speed up the integration of Tomorrow Travel B.V. as part of the travel operations of TOMORROW FOCUS AG.

In addition, TOMORROW FOCUS AG sold its 20 percent minority holding in AdJug Ltd., which operates two Internet advertising marketplaces in the United Kingdom and in Germany, to AdJug’s majority shareholder, the international media and advertising group Dentsu Inc. The sale took effect on 1 September 2012 and generated EUR 1.2 mil-lion. The residual carrying value included in the balance sheet amounted to EUR 2 million and was completely written off at the same time.

Although some of the Group’s operating results for the first nine months of 2012 were slightly down year on year, the figures remained nevertheless wi-thin expectations.

Group earnings before interest, taxes, depreciati-on and amortisation (Group EBITDA) for the first nine months of 2012 were 1.0 percent higher at EUR 14.0 million compared to the previous year’s figure of EUR 13.9 million. Group EBITDA for the third quarter of 2012 stood at EUR 6.3 million, up 22.4 percent from the corresponding figure of EUR 5.2 million in 2011.

At EUR 9.7 million, Group earnings before interest and taxes (Group EBIT) for the first three quarters of 2012 were down 6.6 percent from the previous year’s figure of EUR 10.4 million.

Despite amortisation and depreciation on acquisi-tions, Group EBIT for the third quarter was EUR 4.3 million, an increase of 4.9 percent on the figure of EUR 4.1 million achieved in the same period of 2011.

15

Management report


The consolidated financial result for the first nine months of 2012 stood at minus EUR 3.5 million compared to minus EUR 2.9 million for the same period in 2011. This was mainly due to a negative share of EUR 0.4 million (previous year: EUR 0.0 million) in the three-quarter loss made by the Group’s shareholdings reported according to the equity method. The consolidated financial result for the third quarter of 2012 stood at minus EUR 1.0 million compared to minus EUR 0.6 million in the same quarter of 2011.

Group earnings before taxes (Group EBT) for the first nine months of 2012 stood at EUR 6.2 million, 16.4 percent down on the previous year’s figure of EUR 7.4 million. At EUR 3.3 million, Group EBT for the third quarter of 2012 was 4.8 percent down on the third-quarter 2011 figure of EUR 3.5 million.

Group earnings after taxes for the first nine months of 2012 were 21.9 percent lower at EUR 4.5 million compared to EUR 5.7 million recorded in the same period of 2011. The equivalent third-quarter 2012 figure stood at EUR 2.6 million, down 19.3 percent from the pre-vious year’s total of EUR 3.2 million.

Group comprehensive income for the first three quarters of 2012 improved from EUR 4.1 million in the same period of 2011 to EUR 4.2 million in the current financial year. Group comprehensive income for the third quarter was EUR 2.3 million compared to EUR 2.6 million year on year.

Consolidated earnings per share for the first nine months of 2012 were EUR 0.08 compared to EUR 0.11 in the first nine months of 2011. The figure for the third quarter of 2012 was EUR 0.05 compared to EUR 0.06 in the same quar-ter of 2011.

The earnings of each segment for the first nine months of 2012 are detailed below. In the Transactions segment, EBITDA for the first three quarters was down 1.6 percent from EUR 15.3 million in 2011 to EUR 15.0 million, part-

ly on account of higher marketing and internationa-lisation costs at HolidayCheck AG. EBITDA for the Advertising segment showed a year-on-year increase for the first three quar-ters of 78.8 percent to EUR 1.6 million compared to EUR 0.9 million in the previous year. This was mainly driven by improved revenue and earnings figures at the Group’s premium online marketing specialist TOMORROW FOCUS Media and its news portal FOCUS Online. In the Technologies segment, EBITDA for the first nine months of 2012 amounted to EUR 0.9 mil-lion. It was unchanged on the figure reported for the same period of 2011. EBITDA for the non-operating Holding seg-ment stood at minus EUR 3.6 million for the first three quarters of 2012, slightly down on the figure of minus EUR 3.2 million for the same period in 2011.

Notes to other items in the statement of incomeThe TOMORROW FOCUS Group’s other operating income for the period rose to EUR 5.8 million com-pared to EUR 4.4 million in the first nine months of 2011. This was mainly due to non-cash flow income of EUR 3.5 million following a decision by the exi-sting shareholders of Tomorrow Travel B.V. to exer-cise a put option before maturity.

Compared to the figure of EUR 18.2 million in the first three quarters of 2011, cost of materials at the TOMORROW FOCUS Group fell to EUR 17.1 million in the reporting period. This was due to the decon-solidation of the AdJug Group.

The TOMORROW FOCUS Group’s personnel costs for the first three quarters increased to EUR 32.8 million in financial 2012 compared to EUR 30.2 mil-lion in 2011. This was primarily due to the higher number of staff.

Depreciation and amortisation of intangible and tangible assets for the reporting period rose to EUR 4.3 million from the year-on-year figure of EUR 3.5 million in 2011. The main factor in this increase were depreciation and amortisati-on of EUR 0.7 million on assets identified during purchase price allocation following the takeovers of Webassets B.V. and Tomorrow Travel B.V.

16

Management report


other operating expenses at the TOMORROW FOCUS Group rose from EUR 45.8 million in the first nine months of 2011 to EUR 54.8 million in the period under review. The main factor here was a EUR 9.3 million increase in the marketing and sales costs of the Transactions segment.

Actual taxes stood at EUR 1.8 million compared to EUR 1.7 million in the same period of 2011.

Notes to the statement of cash flowsNet cash from operating activities in the first nine months of 2012 stood at minus EUR 1.6 million compared to EUR 6.0 million in the same period of 2011.

Net cash used in investment activities in the first three quarters of 2012 was minus EUR 17.4 mil-lion. The year-on-year figure for 2011 was minus EUR 0.3 million. This increased cash outflow was mainly due to payments totalling EUR 16.7 million for new Group acquisitions after deducting the cash acquired with those companies.

Net cash from financing activities in the 2012 nine-month period stood at minus EUR 6.0 million compared to EUR 14.0 million in the same period of the previous year. The 2011 nine-month figure included cash inflows of EUR 36.5 million from new borrowings, whereas there were no new bor-rowings in the first three quarters of 2012. In 2011, loan repayments during this period produced cash outflows of EUR 18.6 million compared to a figure of EUR 0.8 million for loan repayments in the pe-riod under review. Dividend payments in the first three quarters of 2012 produced a cash outflow of EUR 3.2 million compared to a figure of EUR 2.7 million in the previous year.

Cash at the end of the period fell as a result from EUR 36.0 million in the first nine months of 2011 to EUR 18.5 million as at 30 September 2012.

Assets position of the Tomorrow FoCuS GroupFinancial management objectivesThe main financial management objective of the TOMORROW FOCUS Group is to safeguard liqui-dity at all times in order to ensure that the Group is able to perform its day-to-day business operations.

Another objective is the optimisation of profitability to attain the maximum possible credit rating with a view to obtaining favourable refinancing terms.

Notes on the capital structureOn the assets side of the consolidated balance sheet, non-current assets were up 77.5 percent from EUR 114.2 million as at 31 December 2011 to EUR 202.7 million as at 30 September 2012. This was mainly due to an increase of EUR 90.6 milli-on in the balance sheet items ‘Goodwill; Concessi-ons, industrial property rights and similar rights as well as licences thereto’ and ‘Software developed in-house’ following the acquisition of majority hol-dings in Webassets B.V. and RPC Voyages SAS, as well as completion of the full takeover of Tomorrow Travel B.V.

At EUR 54.2 million, current assets as at 30 Sep-tember 2012 were 22.8 percent down on the 2011 year-end figure of EUR 70.2 million. The key factors here were a planned reduction of around EUR 25.8 million in cash and cash equivalents to EUR 18.5 mil-lion. This more than outweighed the increase in tra-de receivables in the same period of around EUR 7.4 million to EUR 29.5 million due to the consolidation of Tomorrow Travel B.V. and Webassets B.V.

On the liabilities side of the consolidated balance sheet, equity was EUR 97.5 million as at 30 Sep-tember 2012, 1.0 percent higher than the year-end figure of EUR 96.6 million for 2011. This increase was mainly caused by a figure of EUR 4.6 million transferred to consolidated retained profit. This outweighed dividend payments of EUR 3.2 million.

The equity ratio as at 30 September 2012 declined to 38.0 percent compared to 52.4 percent at the end of 2011, largely as a result of increased non-current liabilities.

At 109.7 million, non-current liabilities as at 30 September 2012 were up 93.2 percent on the year-end figure of EUR 56.8 million. This was mainly due to an increase in other liabilities in the form of a EUR 48.9 million put/call obligation linked to the company acquisitions made in 2012.

Current liabilities rose by 59.9 percent from

17

Management report


EUR 31.0 million as at 31 December 2011 to EUR 49.6 million as at 30 September 2012. The main factors here were increases of EUR 9.5 milli-on in trade payables and EUR 10.4 million in other liabilities. The increase in trade payables was main-ly due to the first-time consolidation of Webassets B.V., Tomorrow Travel B.V. and RPC Voyages SAS, while the increase in other liabilities was caused by reclassification of the EUR 3.5 million put option covering Tomorrow Travel B.V. as a current rather than non-current liability.

Compared to the 2011 year-end figure, total liabili-ties ended the third quarter 81.5 percent higher at EUR 159.3 million.

Total assets rose by 39.3 percent from EUR 184.4 million at the end of 2011 to EUR 256.9 million as at 30 September 2012. The relationship between items in the balance sheet shows a shift towards a greater level of loan financing. Current liabilities are covered entirely by current assets, while non-current assets are covered entirely by equity and non-current liabilities.

6. Research and development activitiesTOMORROW FOCUS Technologies GmbH, one of the companies making up the TOMORROW FOCUS Group, is responsible for either implementing many of the Advertising segment’s development acti-vities itself or for commissioning and monitoring them. Research and development activities in the Transactions and Technologies segments are con-ducted on a decentralised basis within the Group companies, and the relevant development costs are

capitalised as self-created software. All other deve-lopment costs are recognised as an expense under cost of materials.

7. Employees The headcount for the TOMORROW FOCUS Group as at 30 September 2012 was 744 full-time equi-valents (FTEs). The corresponding figure for 30 September 2011 was 560 FTEs. The number of employees at the parent company TOMORROW FOCUS AG as at 30 September 2012 (including the Members of the Management Board) was 24 as at 30 September 2012 compared to 19 as at 30 Sep-tember 2011. As at 30 September 2012, the employees of the TOMORROW FOCUS Group worked in the follow-ing segments: see table above. The TOMORROW FOCUS Group‘s personnel costs amounted to EUR 32.8 million in the first three quarters of 2012 compared to EUR 30.2 milli-on in the same period of 2011.

8. Events of particular significance after the reporting dateTomorrow FoCuS AG sells Internet operations of TV Spielfilm, Fit for Fun and Cinema

TOMORROW FOCUS AG has sold the digital activi-ties of TV Spielfilm, Fit for Fun and Cinema, toge-ther with all their tangible and intangible assets and rights (e.g. domains, intellectual property rights, and trademark, title and name rights) to the Bur-da News Group, which had previously taken over editorial operation and product management of the

as at 30 september 2012

Number of employees of TOMORROW FOCUS Group by segments

Holding 24 (30 Sep 2011: 19)

(30 Sep 2011: 120) Advertising 140

(30 Sep 2011: 486) Transactions 338

Technologies 95 (30 Sep 2011: 85)

18

Management report


three portals in 2009. The sale took effect on 1 Oc-tober 2012 and produced income of EUR 5.2 mil-lion. The Group’s digital ad network TOMORROW FOCUS Media will continue to market the portals’ online and mobile content.

9. Risk and opportunities reportSince the beginning of the current financial year, there have been no significant changes within the TOMORROW FOCUS Group in terms of risks and opportunities that might affect its future perfor-mance. A detailed review of material risks and oppor-tunities can be found starting on page 105 of the annual report for 2011, which can be downloaded (in English and in German) from the Internet at www. tomorrow-focus.de under the heading Inve-stor Relations/Reports. Printed copies are available (in German) free of charge from the company on request.

10. OutlookAnalysts anticipate weak growth in German economyOn the basis of various financial market and eco-nomic indicators, Deutsche Bank’s research unit expects German gross domestic product (GDP) in 2012 to grow by around 0.8 percent compared to the previous year.

Industry prospectsThere follows a brief summary of the main econo-mic prospects for the TOMORROW FOCUS Group’s principal market segments in 2012.

TransactionsIn the company’s view, Internet usage in Germa-ny is likely to show a further increase over the rest of 2012 in line with the trend established in recent years. The German market for transaction-financed online content in the area of private consumers (B2C) should benefit from this development. It can be assumed that the Internet will gain fur-ther ground as a sales channel especially in the area of tourism. Consequently, TOMORROW FOCUS AG believes the current year will see growth in the vo-lume of travel and hotel bookings made using the Internet.

By contrast, the company expects the online market for serious dating agencies to remain at the same level as in the previous year.

online advertisingAccording to Nielsen Media Research‘s latest fi-gures, gross expenditure in Germany for classic online advertising in September 2012 was around EUR 253 million, which is 23 percent higher than expenditure in September 2011. We believe that growth in net online advertising expenditure in Germany during September 2012 was below this level. This positive trend is likely to ease off significantly over the rest of the year.

IT servicesGrowth of 2.1 percent to EUR 34.9 billion is ex-pected in the German IT services market this year according to a survey conducted by the German Association for Information Technology, Telecom-munications and New Media (BITKOM). We believe this assessment is also a realistic one for the area of web-based IT services.

outlook for the Tomorrow FoCuS GroupThe Management Board anticipates the following developments in the Group’s three segments:

Transactions segment – investing in further growthThe Transactions segment is set to deliver further growth in the fourth quarter of 2012. This will be driven by HolidayCheck AG, which is expected to continue growing at national and international level, and also, from now onwards, by the French online travel agent Ecotour, the Ne-therlands online travel agent Tjingo and Webassets B.V., the company which operates the Zoover ho-tel ratings portal and the MeteoVista/ WeerOnline weather portals. Webassets has been particularly successful in the Benelux countries. EliteMedianet GmbH, which operates www. elitepartner.de, again aims to expand its share of the premium online dating business despite a stagna-ting economic environment. As well as increasing its reach figures in the fourth quarter of 2012, jameda GmbH, the company that operates the eponymous physician ratings por-tal, aims in particular to achieve continued substanti-al growth in premium subscriptions for physicians.

19

Management report


Alongside these investments in organic growth, TOMORROW FOCUS AG is examining the possibi-lity of further acquisitions in the area of national and international transaction-based portals.

Advertising segment – outlook for German advertising market less optimistic At present, generally positive conditions in the Ger-man online advertising market continue to boost the results of the Advertising segment. TOMOR-ROW FOCUS Media, the Group’s premium online marketing arm, reported a significant improvement in orders in the first three quarters of 2012. With the prospects for Germany’s economy currently pro-ving less optimistic, we expect the volume of new orders in the fourth quarter of the year to remain at the level of 2011. The top priority is to attract major new customers and thereby sustainably strengthen TOMORROW FOCUS Media’s existing position as one of Germany’s top five online marketing firms.With reach figures continuing to improve, the news portal FOCUS Online should again return a profit in financial 2012. This can also be said of the finance and stock market information portal Finanzen100, which should be able to achieve a further increase in its reach figures and market share in the fourth quar-ter of 2012, as well as attracting new advertising customers. To complement its investment spending on exi-sting business models in the Advertising segment, TOMORROW FOCUS AG is studying the potential for acquiring new advertising models and adverti-sing-based portals.

Technologies segment – fourth quarter expected to match 2011Within the Technologies segment, TOMORROW FOCUS Technologies GmbH and Cellular GmbH are expected to deliver satisfactory fourth-quarter results roughly in line with the previous year.

Targeting profitable growth in revenue and earningsIn light of the Group’s current performance and with due regard for all non-recurring items, the Management Board anticipates an increase in ear-nings per share to between EUR 0.25 and EUR 0.28 for the financial year 2012. The corresponding fi-gure for 2011 was EUR 0.21.

Based on the information currently available, the Management Board is also confident of the Group’s prospects for the financial year 2013, es-pecially with regard to the Transactions segment, which should deliver further growth in revenue and earnings. In part, this is achievable thanks to the acquisitions in France and the Netherlands, which have helped to reduce the cost of further internationalising the segment’s travel operations.

However, looking ahead at 2013, a major deterio-ration of the economy in Germany and elsewhere in Europe cannot be ruled out, possibly as a result of serious geopolitical events or financial policy decisions. In the worst scenario, this could lead to a downturn in revenue and earnings. Depending on the nature of any such economic deterioration, there would probably be a decline in consumer de-mand in the Transactions segment, although more convenient marketing terms and expected gains in market share would be likely to mitigate the negati-ve impact on revenue and profits. In the Advertising segment, revenue and profits might be affected by a downturn in the volume of orders accompanied by a fall in advertising prices. In the Technologies segment, the worst case scenario again involves a decline in orders with a corresponding impact on revenue and profits. In this event, the Management Board will take appropriate and adequate coun-termeasures, especially on the cost side, in order to safeguard the sound financial structure of the company.

Munich, Germany, 8 November 2012



20

Management report


21

Management report


Consolidated balance sheet

ASSETS 30 SEP 2012€ ‚000

30 SEP 2011€ ‚000

31 DEC 2011€ ‚000

NoN-CurrENT ASSETS

Intangible assets

Concessions, industrial property rights and similar rights as well as licenses thereto 35,891 15,589 16,415

Software developed in-house 9,354 3,842 3,848

Goodwill 150,795 87,964 85,958

Prepayments 791 428 0

196,831 107,823 106,221

Property, plant and equipment

Real property and equivalent rights 10 0 0

Other plant, furniture and fixtures 3,738 2,277 3,486

Prepayments 0 30 0

3,748 2,307 3,486

Financial assets

Shares in affiliated entities 4 0 0

Equity-accounted investments 98 3,039 3,228

Other loans receivable 268 36 31

370 3,075 3,259

receivables and other assets

Trade receivables 36 0 66

Receivables from affiliated entities 42 40 42

Other assets 681 666 673

759 706 781

Deferred taxes 989 153 429

ToTAL NoN-CurrENT ASSETS 202,697 114,064 114,176

CurrENT ASSETS

receivables and other assets

Trade receivables 29,507 21,285 22,131

Receivables from long-term construction contracts 1,168 269 468

Receivables from affiliated entities 414 377 331

Receivables from other long-term investees and investors 0 167 39

Income tax receivables 96 34 38

Other assets 4,461 3,016 2,883

35,646 25,148 25,890

Securities 11 0 0

Cash and cash equivalents 18,499 36,049 44,288

ToTAL CurrENT ASSETS 54,156 61,197 70,178

ToTAL ASSETS 256,853 175,261 184,354

AS AT 30 SEPTEMBER 2012

22



EQuITy AND LIABILITIES 30 SEP 2012€ ‚000

30 SEP 2011€ ‚000

31 DEC 2011€ ‚000

EQuITy

Subscribed capital 53,012 53,012 53,012

Capital reserves 70,628 70,628 70,628

Other reserves –2,702 –2,301 –2,397

Consolidated (profit)/ loss –23,409 –30,168 –24,687

Equity of holders of the parent company 97,529 91,171 96,556

Non-controlling interests 0 0 0

ToTAL EQuITy 97,529 91,171 96,556

LIABILITIES

NoN-CurrENT LIABILITIES

Provisions for pensions and similar obligations 408 299 405

Deferred taxes 5,527 667 588

Liabilities to banks 37,620 39,000 36,500

Other liabilities 66,164 20,400 19,292

ToTAL NoN-CurrENT LIABILITIES 109,719 60,366 56,785

CurrENT LIABILITIES

Other provisions 3,682 1,256 3,860

Liabilities to banks 581 376 750

Trade payables 20,882 8,881 11,372

Prepayments received on orders 50 0 17

Liabilities to affiliated entities 1,564 1,767 2,640

Liabilities to other long-term investees and investors 0 0 181

Income tax liabilities 1,750 1,765 1,471

Other liabilities 21,096 9,679 10,722

ToTAL CurrENT LIABILITIES 49,605 23,724 31,013

ToTAL LIABILITIES 159,324 84,090 87,798

ToTAL EQuITy AND LIABILITIES 256,853 175,261 184,354

23



1 JAN - 30 SEP 2012

€ ‚000

1 JAN - 30 SEP 2012

€ ‚000

1 JuL - 30 SEP 2012

€ ‚000

1 JuL - 30 SEP 2012

€ ‚000

Revenue 110,813 102,294 40,765 34,270

Other revenue 5,826 4,359 3,997 2,319

Other own work capitalised 1,973 1,183 659 664

Cost of materials –17,131 –18,193 –5,704 –5,636

Personnel costs –32,775 –30,177 –11,443 –9,917

Depreciation and amortisation of tangible and intangible assets –4,320 –3,499 –2,014 –1,061

Other expenses –54,778 –45,750 –21,964 –16,686

Other taxes 61 135 –2 140

operating result 9,669 10,352 4,294 4,093

Financial income 193 206 18 102

Financial expenses –3,282 –3,103 –1,023 –723

Income from equity-accounted investments –362 –14 34 17

Financial result –3,451 –2,911 –971 –604

Earnings before taxes 6,218 7,441 3,323 3,489

Actual taxes –1,799 –1,728 –791 –277

Deferred taxes 40 –5 44 –18

Tax result –1,759 –1,733 –747 –295

Net profit/ (loss) 4,459 5,708 2,576 3,194

Net profit/ (loss) attributable to

equity holders of the parent company 4,459 5,866 2,576 3,272

non-controlling interests 0 –158 0 –78

4,459 5,708 2,576 3,194

in € in €

Average number of shares outstanding 0.08 0.11

Average number of shares outstanding 53,012,390 53,012,390

FOR THE PERIOD FROM 1 JANUARY TO 30 SEPTEMBER 2012

Consolidated statement of income

24

Consolidated Statement of income


1 JAN - 30 SEP 2012

€ ‚000

1 JAN - 30 SEP 2012

€ ‚000

1 JuL - 30 SEP 2012

€ ‚000

1 JuL - 30 SEP 2012

€ ‚000

Net profit/ (loss) 4,459 5,708 2,576 3,194

Differences from curreny translation 7 –225 4 210

Share in comprehensive income attributable to associated entities –136 37 –243 37

Cash flow hedges –239 –1,592 –112 –927

changes in fair value recognised in equity –247 –513 –120 –421

recognised in income 8 –1,079 8 –506

Deferred taxes on cash flow hedges 63 124 28 70

other consolidated profit/ (loss) –305 –1,656 –323 –610

Consolidated comprehensive income/ (loss) 4,154 4,052 2,253 2,584

Consolidated comprehensive income/ (loss) attributable to

equity holders of the parent company 4,154 4,278 2,253 2,707

non-controlling interests 0 –226 0 –123

4,154 4,052 2,253 2,584

FOR THE PERIOD FROM 1 JANUARY TO 30 SEPTEMBER 2012

Consolidated statement of comprehensive income

25

Consolidated Statement of comprehensive income


Equity attributable to equity holders of the parent company

other reserves

Subscribed capital € ‚000

Capital reserves

€ ‚000

Currency translation

reserves € ‚000

Cash flow hedges

reserves € ‚000

Consolidated profit/ (loss)

€ ‚000ToTAL € ‚000

1 January 2011 53,012 70,628 –1,581 1,236 –29,235 94,060

Consolidated net profit/ (loss) according to consolidated statement of income 0 0 0 0 5,866 5,866

Other consolidated net profit/ (loss) according to consolidated statement of comprehensive income 0 0 –120 –1,468 0 –1,588

Consolidated comprehensive income/ (loss) 0 0 –120 –1,468 5,866 4,278

Dividend distribution 0 0 0 0 –2,650 –2,650

Capital transactions producing a change of participating interests 0 0 0 0 –4,149 –4,149

Changes in the basis of consolidation 0 0 –354 0 0 –354

Other changes 0 0 –14 0 0 –14

30 September 2011 53,012 70,628 –2,069 –232 –30,168 91,171

1 January 2012 53,012 70,628 –1,972 –425 –24,687 96,556

Consolidated net profit/ (loss) according to consolidated statement of income 0 0 0 0 4,459 4,459

Other consolidated net profit/ (loss) according to consolidated statement of comprehensive income 0 0 –129* –176 0 –305

Consolidated comprehensive income/ (loss) 0 0 –129 –176 4,459 4,154

Dividend distribution 0 0 0 0 –3,181 –3,181

30 September 2012 53,012 70,628 –2,101 –601 –23,409 97,529

Notes

*) of which share of other income attributable to associated entities: € 136 thousand

FROM 1 JANUARY TO 30 SEPTEMBER 2012


26



Non-controlling interests

Non- controlling

interests € ‚000

Currency translation

reserves € ‚000

ToTAL€ ‚000

ToTAL consolidated

equity € ‚000

1 January 2011 801 68 869 94,929

Consolidated net profit/ (loss) according to consolidated statement of income –158 0 –158 5,708

Other consolidated net profit/ (loss) according to consolidated statement of comprehensive income 0 –68 –68 –1,656

Consolidated comprehensive income/ (loss) –158 –68 –226 4,052

Dividend distribution 0 0 0 –2,650

Capital transactions producing a change of participating interests 75

0 75 –4,074

Changes in the basis of consolidation –688

0 –688 –1,042

Other changes –30 0 –30 –44

30 September 2011 0 0 0 91,171

1 January 2012 0 0 0 96,556

Consolidated net profit/ (loss) according to consolidated statement of income 0 0 0 4,459

Other consolidated net profit/(loss) according to consolidated statement of comprehensive income

0 0 0 –305

Consolidated comprehensive income/ (loss) 0 0 0 4,154

Dividend distribution 0 0 0 –3,181

30 September 2012 0 0 0 97,529

27



1 JAN - 30 SEP 2012

€ ‚000

1 JAN - 30 SEP 2011

€ ‚000

Cash flow from operating activities

Net profit/ (loss) 4,459 5,866

Adjustments to translation of net profit/ (loss) to inflow/ outflow

– Financial income –193 –206

+ Financial expenses 3,282 3,103

–/+ Profit/ (loss) from associated entities 362 14

+ Depreciation and amortisation of tangible and intangible assets 4,320 3,499

– Deconsolidation income from disposal of AdJug sub-group 0 –1,542

+ Personnel costs due to long-term incentive programmes –137 0

–/+ Exchange rate-related revaluation or devaluation of curreny holdings 47 248

–/+ Share in results attributable to non-controlling interests 0 –158

–/+ Changes in deferred taxes –40 –5

+/– Changes in pension provisions 3 2

= operating result before changes in net working capital 12,103 10,821

–/+ Gains/ (losses) from disposal of non-current assets 1,739 19

–/+Increase/ decrease in assetsnot attributable to investing or financing activities 2,714 –4,347

+/–Increase/ decrease in liabilities not attributable to investing or financing activities –11,661 1,309

–/+Changes in receivables from/ liabilities to affiliated entities as well as other long-term investees and investors –1,301 –988

–/+ Other non-cash income/ expenses –3,533 0

= Changes in net working capital –12,042 –4,007

= Cash generated from current operations –61 6,814

– Interest expenses –1,662 –817

= Net cash flow from operating activities –1,601 5,997

Cash flow from investing activities

+ Cash inflow from disposal of tangible and intangible assets 591 298

– Cash outflow for investment in tangible and intangible assets

– Cash outflow for investment in financial assets –303 –11

+ Cash inflow from interest 289 111

+ Cash inflow from disposal of financial assets 1,187 13

+ Cash inflow from disposal of consolidated entities less cash and cash equivalents disposed of 1) 640 2,864

– Cash outflow for the acquisition of consolidated entities less cash and cash equivalents acquired 2) –15,197 –543

= Net cash used in investing activities –17,361 –318

FOR THE PERIOD 1 JANUARY TO 30 SEPTEMBER 2012

Consolidated statement of cash flows

28



1 JAN - 30 SEP 2012

€ ‚000

1 JAN - 30 SEP 2011

€ ‚000

Cash flow from financing activities

+ Cash inflow from non-controlling interests 0 1

– Distribution to co-shareholders in subsidiary 3) –2,181 –911

– Dividend payment –3,181 –2,650

+ Cash inflow from loans 4) 0 36,500

– Cash outflow for repayment of loans –815 –18,625

– Payment of finance lease obligations –606 –321

= Net cash used in financing activities –6,783 13,994

Valuation-related changes in cash

+/– Non-cash change resulting from translation of cash flows to average costs 1 0

+/– Change in value of cash due to change in exchange rate on reporting date 2 0

+/– Exchange rate-related revaluation or devaluation of currency holdings –47 –248

= Valuation-related changes in cash –44 –248

Net increase/ decrease in cash and cash equivalents –25,789 19,425

+ Cash and cash equivalents at the beginning of the financial year 44,288 16,624

= Cash at the end of the period 18,499 36,049

Additional information

In the first nine months of the financial year 2012 there was an outflow for tax disbursements of EUR 2,213 thousand (2011: EUR 749 thousand)

and a cash inflow from tax refunds of EUR 273 thousand ( 2011: EUR 4 thousand)

Notes1) The amount of EUR 640 thousand results from the inflow of a retention amount in the second quarter of 2012 in connection with the disposal of

shares in AdJug Ltd. in 2011. The cash inflow in the third quarter of 2011 resulted from the disposal of 35.86 percent of the shareholding in the

AdJug sub-group. 2) In the first three quarters of the financial year there was a cash outflow of EUR 888 thousand for the acquisition of the majority shareholding in

Tomorrow Travel B.V. Further payments were made for the acquisition of a 51 percent stake in the Webassets B.V. sub-group (EUR 12,847

thousand) and a 55 percent stake in RPC Voyages SAS (EUR 3,000 thousand). In 2011 the remaining shares in jameda GmbH were acquired, incre-

asing the shareholding to 100 percent. The amounts shown refer to the acquisition costs paid, less cash acquired from the acquired entities.3) The figure for the current financial year includes profit distribution payments to co-shareholders and former shareholders of subsidiaries. The figure

for the previous financial year includes profit distribution payments to co-shareholders of a subsidiary. 4) In 2011 the loan amount of EUR 36,500 thousand includes EUR 26,500 thousand for the issue of bonded loans.

29



TrANSACTIoNS1 JAN - 30 SEP

ADVErTISING1 JAN - 30 SEP

2012€ ‚000

2011€ ‚000

2012€ ‚000

2011€ ‚000

External revenue 83,144 69,098 18,451 24,143

Inter-company revenue 2,270 858 1,170 646

85,414 69,956 19,621 24,789

Earnings before interest, taxes, depreciation and amortisation (EBITDA) 15,042 15,289 1,581 884

Depreciation and amortisation 2,683 1,133 910 1,533

Segment earnings before interest and taxes (EBIT) 12,359 14,156 671 –649

FOR THE PERIOD 1 JANUARY TO 30 SEPTEMBER 2012

Consolidated segment report

30

Consolidated Segment Report


TECHNoLoGIES1 JAN - 30 SEP

HoLDING1 JAN - 30 SEP

CoNSoLIDATIoN1 JAN - 30 SEP

GrouP1 JAN - 30 SEP

2012€ ‚000

2011€ ‚000

2012€ ‚000

2011€ ‚000

2012€ ‚000

2011€ ‚000

2012€ ‚000

2011€ ‚000

9,188 9,053 30 0 0 0 110,813 102,294

2,370 2,266 383 390 –6,193 –4,160 0 0

11,558 11,319 413 390 –6,193 –4,160 110,813 102,294

920 854 –3,554 –3,176 0 0 13,989 13,851

613 734 114 99 0 0 4,320 3,499

307 120 –3,668 –3,275 0 0 9,669 10,352

31

Consolidated Segment Report


1. General informationTOMORROW FOCUS AG (also referred to below as ‘TOMORROW FOCUS’, ‘TFAG’ or ‘the Company’) is based in the German city of Munich. It is a stock exchange-listed Internet media group. The main activities of the company and its subsidiaries are described in section 5 of these notes.

2. Preparation of the annual report – accounting basis and standardsThis interim report was drawn up in accordance with International Accounting Standard (IAS) 34. As required under the rules issued by the Inter-national Accounting Standards Committee (IASC),

consolidated financial statements were prepared as at 31 December 2011 in line with International Fi-nancial Reporting Standards (IFRSs). Accordingly, the financial statements contained in this interim report do not contain all the information and dis-closures that are required under IFRS rules for the consolidated financial statements at the end of the financial year.

When preparing an interim consolidated report in line with IAS 34 ‘Interim Financial Reporting’, the Management Board has to make the best possible estimations and assumptions on the basis of the in-formation currently at its disposal. These may influ-ence the recognised values of assets and liabilities

Notes to the consolidated financial statementsfor the first third quarter of 2012

ComPANyPrINCIPAL PLACE oF BuSINESS

SHArE oF CAPITAL

(PERCENT)

TOMORROW FOCUS AG Munich, Germany –

TOMORROW FOCUS Technologies GmbH Munich, Germany 100.00

TOMORROW FOCUS Media GmbH Munich, Germany 100.00

TF Digital GmbH Munich, Germany 100.00

Cellular GmbH Hamburg, Germany 100.00

Elitemedianet GmbH Hamburg, Germany 100.00

Finanzen100 GmbH Cologne, Germany 100.00

jameda GmbH Munich, Germany 100.00

HolidayCheck AG 1) Bottighofen, Switzerland 94.00

HolidayCheck Polska Sp. zo.o. 2) Warsaw, Poland 94.00

HolidayCheck France SAS 2) Paris, France 94.00

Tomorrow Travel B.V. Woerden, Netherlands 100.00

WebAssets B.V. 1) Zeist, Netherlands 51.00

Zoover Media B.V. 3) Zeist, Netherlands 51.00

Zoover International B.V. 3) Zeist, Netherlands 51.00

Zoover GmbH 3) Cologne, Germany 51.00

MeteoVista B.V. 3) Zeist, Netherlands 51.00

Zoover France SARL 3) Croissy sur Seine, France 51.00

Zoover International B.V., Holland Filiaal 3) Malmo, Sweden 51.00

Zoover Turkey 3) Izmir, Turkey 51.00

Zoover Italia SRL 3) Monza, Italy 51.00

RPC VOYAGES SAS 1) 4) Courbevoie, France 55.00

AdAudience GmbH Dusseldorf, Germany 25.00

Scope of consolidation as at 30 September 2012

Notes1) Put/call options in place for these companies covering additional shares2) Indirect holding via holidaycheck ag3) Indirect holding via webassets b.v. 4) Indirect holding via die tf digital gmbh

32

Notes to the consolidated financial statements


as well as disclosures concerning contingent assets and liabilities at the balance sheet date. They may also affect the revenue and expenses recognised for the reporting period. The actual results occurring at a later date may differ from these estimations.

The accounting and valuation methods adopted for these interim consolidated financial statements are the same as those applied to the Company’s full consolidated financial statements at the end of the previous financial year. A full description of the ac-counting principles used can be found in the notes to the financial statements in our 2011 annual re-port. The report can also be downloaded at www.tomorrow-focus.de.

The IASB has published a number of additional standards and interpretations for 2012. At present, we believe that they will have little or no impact on the consolidated financial statements.

3. Basis of consolidationThe abbreviated interim consolidated financi-al statements include all companies over which

TOMORROW FOCUS AG exerts direct or indirect control in terms of financial and business policy.The following table lists all the companies included in the interim consolidated financial statements of TOMORROW FOCUS AG:

4. Changes in the basis of consolidationTomorrow FoCuS AG acquires 55 percent stake in Tomorrow Travel B.V.On 1 April 2012, TOMORROW FOCUS AG acquired a 55 percent stake in Tomorrow Travel B.V., which operates the Netherlands online travel agent Tjin-go.nl. From this date onwards, the shareholding has been consolidated in the accounts of TOMORROW FOCUS AG’s Transactions segment.

The provisional fair values of the identifiable assets and liabilities of Tomorrow Travel B.V. at the point of acquisition (based on purchase price allocation) and the associated carrying values immediately prior to acquisition (based on provisional purchase price allocation) are shown below.

Assets and liabilities of Tomorrow Travel B.V.

FAIr VALuE oN ACQuISITIoN DATE

EUR ‚000

CArryING VALuE ImmEDIATELy PrIor To

BuSINESS ComBINATIoNEUR ‚000

Assets

Intangible assets 1,438 59

Property, plant and equipment 58 58

Trade receivables 7,918 7,918

Other assets 173 173

Cash and cash equivalents 1,554 1,554

11,141 9,762

Liabilities

Other provisions -61 -61

Trade payables -9,112 -9,112

Other financial liabilities -540 -540

Deferred tax liabilities -345 0

-10,058 -9,713

Net assets 1,083 49

Goodwill from acquisition 8,724

Total acquisition costs 9,807

33



The intangible assets acquired include the custo-mer base, the brand name, the Internet domain ‘Tjingo.nl’ and software developed in-house. The following table shows a breakdown of the to-tal acquisition costs for the business combination amounting to EUR 9,807 thousand.

The put option reflected the payment obligation assuming that the option is exercised according to schedule and Tomorrow Travel B.V. performs according to plan.

The difference between the cost of acquisition and the carrying amount of the acquired stake shown in the consolidated financial statements is EUR 8,724 thousand. This amount has been re-cognised as goodwill. For synergetic and strategic reasons, this goodwill represents an additional pre-mium.

The fair value of trade receivables and other assets was EUR 8,091 thousand. The main component of this figure is trade receivables with a fair value of EUR 7,918 thousand. An estimate of contractual payment flows undertaken at the time of acquisition showed that the ratio of doubtful debts to net re-venue was not material. Consequently, none of the trade receivables had to be written down.

Incidental acquisition costs totalling EUR 178 thousand have been recognised as other operating expenses.

Tomorrow FoCuS AG acquires remaining 45 percent of Tomorrow Travel B.V.The minority shareholders of Tomorrow Travel B.V. chose to exercise their contractually agreed put option before maturity thus allowing TOMORROW FOCUS AG to acquire the remaining 45 percent of the company’s shares earlier than expected on 31 August 2012.

The shares were transferred to TOMORROW FOCUS AG in return for a payment of EUR 3,960 thousand. The purchase price was based on a contractually agreed fixed sum and an adjustment for working capital and was well below the fair value of the ba-lance sheet liability for the put option, which was based on an exercise date at maturity. The deal thus generated non-cash flow income of EUR 3,533 thousand.

Disposal of 20 percent stake in AdJug Ltd.TOMORROW FOCUS AG sold its remaining 20 per-cent holding in the London-based online marketing firm AdJug with effect from 31 August 2012.

The sale generated a total consideration of EUR 1,328 thousand in the form of a cash inflow of EUR 1,150 thousand and a contingent purchase price of EUR 178 thousand.

Acquisition of 51 percent stake in webAssets B.V.On 10 July 2012, TOMORROW FOCUS AG acquired a 51 percent stake in Webassets B.V., which ope-rates Zoover, the Netherlands’ biggest hotel and holiday ratings portal, as well as the MeteoVista weather platforms.

Further agreements were signed that could allow TOMORROW FOCUS AG to take over the remaining shares and thus the company as a whole by 2017.

The acquisition makes it possible for Zoover to collaborate intensively with Tjingo, a TOMORROW

EUR ’000

Cash acquired with subsidiary 1,554

Cash outflow –2,442

Total –888

Cash outflow from acquisition

EUR ’000

Purchase price for 55 percent stake 2,442

Liability for put option covering remaining 45 percent stake 7,365

Total 9,807

Cost of acquisition

EUR ’000

Consideration received 1,328

Derecognition of net assets –3,292

Loss on disposal 1,964

Loss on disposal of shares in AdJug Ltd.

34



FOCUS AG brand in the Netherlands. International content will be exchanged between Zoover and the TOMORROW FOCUS AG subsidiary HolidayCheck.

The shares in Tomorrow Travel B.V. have been con-solidated in the accounts of TOMORROW FOCUS AG’s Transactions segment from 1 July 2012.

The table below shows the fair values of the iden-tifiable assets and liabilities of Webassets B.V. on the acquisition date (based on provisional purchase price allocation) and their corresponding carrying values immediately prior to the acquisition.

The intangible assets acquired include the custo-mer base, the brand names and Internet domains Zoover and MeteoVista/ Weeronline, and a valua-tion database. The following table shows a breakdown of the pro-visional acquisition costs for the business combina-

tion amounting to EUR 48,998 thousand.

The put option reflects the payment obligation as-suming that the option is exercised according to schedule and Webassets B.V. performs according to plan.

The difference of EUR 32,131 thousand between the cost of acquisition and the carrying value of the shares acquired as shown in the consolidated financial statements was recognised as goodwill.

Assets and liabilities of WebAssets B.V.

FAIr VALuE oN ACQuISITIoN DATE

EUR ‚000

CArryING VALuEImmEDIATELy PrIor To

BuSINESS ComBINATIoNEUR ‚000

Assets

Intangible assets 26,591 7,966

Property, plant and equipment 361 361

Financial assets 731 731

Trade receivables 2,182 2,182

Receivables from shareholders and affiliated entities 356 356

Other assets 670 1,026

Cash and cash equivalents 1,567 1,567

32,458 13,833

Liabilities

Liabilities to banks -6,601 -6,601

Trade payables -275 -275

Liabilities to shareholders and affiliated entities -1,890 -1,890

Other liabilities -2,143 -2,143

Deferred tax liabilities -4,682 -26

-15,591 -10,935

Net assets 16,867 2,898

Goodwill from acquisition 32,131


EUR ’000



Total 48,998

Acquisition costs

35



The goodwill also acted as a premium reflecting the synergies and strategic benefit derived by TOMOR-ROW FOCUS AG.

The fair value of the trade receivables and other as-sets comes to EUR 3,208 thousand. The main part of this relates to trade receivables with a fair value of EUR 2,182 thousand. According to an estimate of contractual payment flows made at the time of ac-quisition, the ratio of doubtful debts to net revenue was not material. Accordingly, none of the trade re-ceivables was subjected to impairment.

Incidental acquisition costs totalling EUR 131 thousand were recognised as other operating ex-penses.

Acquisition of 55 percent stake in rPC VoyAGES SASOn 17 September 2012, TOMORROW FOCUS AG indirectly acquired a 55 percent stake in the French online travel agent Ecotour.com (RPC VOYAGES SAS) through TF Digital GmbH. The aim of the takeover was to develop HolidayCheck.fr into an in-tegrated ratings and bookings platform.

Further agreements were signed that could allow TOMORROW FOCUS AG to take over the remaining shares and thus the company as a whole by 2016.

The shares in RPC VOYAGES SAS have been conso-lidated in the accounts of TOMORROW FOCUS AG’s Transactions segment from 30 September 2012.

The table below shows a breakdown of the provisio-nal acquisition costs totalling EUR 24,217 thousand for the business combination.

The put option reflects the payment obligation assuming that the option is exercised according to schedule and RPC VOYAGES SAS performs according to plan.

The carrying values of the net assets of RPC VO-YAGES SAS on the acquisition date are shown in the table below:

Since the acquisition date and the third-quarter re-porting date are very close together, the first-time balance sheet representation of the acquisition as at 30 September 2012 was not definitive. The fi-gures should be regarded as provisional in all areas and are based on estimates that may still need to be revised in order to take account of information about facts and circumstances that existed at the time of the acquisition.

The provisional acquisition costs were provisionally allocated on the basis of derivative goodwill, sin-ce new information concerning the purchase price allocation may emerge when measuring the corre-sponding fair values and recognising liabilities.

5. Segment report Business segment reporting is laid out in such a way as to conform to the method of internal repor-ting to the principal decision-making body.

The segments of TOMORROW FOCUS AG are di-vided into the Transactions, Advertising, Technolo-gies and Holding divisions.

The Transactions segment brings together all the Group’s transaction-based business models inclu-ding the hotel ratings and holiday booking portals

EUR ’000



Total 18,718

Acquisition costs

EUR ’000


Cash outflow –14,414

Total –12,847

Cash outflow due to acquisition

EUR ’000


Cash outflow (3,000)

Total (–1,463)

Cash outflow due to acquisition

36



HolidayCheck, Tjingo, Zoover and Ecotour, the online dating agency ElitePartner, the physician ratings portal jameda and the weather portal Me-teoVista.

The Advertising segment includes the Group’s on-line advertising and marketing business as well as the following companies: Finanzen100 (a finance and stock market information portal) and (up to August 2011) AdJug Ltd. (a marketing platform for surplus advertising space).

The Technologies segment covers TFT’s entire IT services and project business as well as Cellular’s mobile business.

In addition to the administration division, the Hol-ding segment includes expenses and investments related to new business and all areas not covered by the above-mentioned segments.

6. Notes to the interim consolidated financi-al statementsIntangible assetsIntangible assets include capitalised goodwill and capitalised development work for mobile applica-tions and website redesign. In respect of own work capitalised a total of EUR 1,973 thousand was re-cognised for the period up to 30 September 2012.

Derivative financial instrumentsIn order to protect itself against the risk of rising interest rates, the Group entered interest rate swaps to hedge the variable rates on loans totalling

EUR 11,000 thousand. These constitute qualified hedges and are therefore treated as a form of cash flow hedging. The corresponding financial liabilities as at 30 September 2012 were EUR 795 thousand. Other consolidated net profit/loss includes an unre-alised loss of EUR 165 thousand in respect of this hedging relationship, taking into account deferred taxes of EUR 54 thousand.

The Group employed currency forwards to hedge cash flows denominated in CHF against possible exchange rate risks. The future transactions co-vered by these hedges will be realised at different points over the next twelve months.

Since these transactions meet the conditions for recognition as cash-flow hedges and appear in the balance sheet accordingly, the corresponding nega-tive fair value of the effective portion of the hed-ging instruments (EUR 65 thousand) was recogni-sed directly in equity. It will be transferred to the statement of income as soon as any of the following occur: the hedged cash flows from the underlying transaction are reflected in profit or loss; the de-signated hedging relationship becomes ineffective; or the hedged future transaction does not take place. As at 30 September 2012, a corresponding unrealised loss of EUR 74 thousand was recognised in equity under other comprehensive income with due regard for deferred tax of EUR 9 thousand.

EquityChanges in the equity of the parent company‘s ow-ners and of minority shareholders are shown in the consolidated statement of changes in equity.

Net assets of RPC VOYAGES SAS

ProVISIoNAL FIGurES EUR ’000

Non-current assets 2,278

+ plus current assets 2,367

+ plus cash acquired 1,537

– minus non-current and current liabilities –11,445

Net assets –5,263

Goodwill from acquisitions (provisional) 23,981


37



Financial expensesThe financial result contains interest expenses of EUR 1,376 thousand (2011: EUR 1,469 thousand) incurred for financing purposes. This item also in-cludes expenses totalling EUR 813 thousand (2011: EUR 874 thousand) from the distribution of profits to the existing shareholders of HolidayCheck AG for the year 2011. Also included in the financial re-sult are financial expenses of EUR 1,093 thousand (2011: EUR 682 thousand) from accumulated in-terest payable on liabilities and provisions in con-nection with the acquisitions of HolidayCheck AG, Jameda GmbH and the acquisitions in the current financial year.

related partiesAs regards material transactions with related par-ties, there were no significant changes over the re-porting period compared to the 2011 consolidated financial statements.

Once again, transactions with related entities pri-marily involved services as defined by IAS 24.21c. All such transactions were concluded on arm’s length basis. In total, transactions with related parties in the first nine months of the financial year involved trade re-ceivables valued at EUR 3,160 thousand and trade payables valued at EUR 1,940 thousand. As at 30 September 2012, these receivables and payables amounted to EUR 456 thousand and EUR 1,564 thousand respectively.

7. Events after the balance sheet dateUnder the terms of an agreement dated 29 October 2012, TOMORROW FOCUS AG sold the Internet activities of TV Spielfilm, Fit for Fun and Cinema, together with all their tangible and intangible as-sets and rights (e.g. domains, intellectual property rights, and trademark, title and name rights). The sale produced income of EUR 5,154 thousand.

Munich, Germany, 8 November 2012

tomorrow focUs agThe Management Board

38





Financial calendar 2013*

March 27 March 2013Publication of the 2012 annual reportin Munich, Germany (in German; English version to follow)

May23 May 2012 at 11.00 hours (CET)Annual General Meeting at Haus der Bayerischen Wirtschaft, Max Joseph Strasse 5, Munich, Germany

* provisional dates

Legal notice

PublisherTOMORROW FOCUS AGNeumarkter Straße 6181673 Munich, Germanywww.tomorrow-focus.de

ConceptArmin Blohmann and Sabine Minar, TOMORROW FOCUS AGMichael Stark and Michael Kokus, TOMORROW FOCUS Technologies

EditingArmin Blohmann and Sabine Minar, TOMORROW FOCUS AG

Art direction, layout & photographyArt direction: Michael Stark, TOMORROW FOCUS Technologies GmbHIllustrations: Christian Hundertmark, C100 Studios Photography: Susanne MölleLayout: Ute Pfeuffer

TranslationVerbum versus Verbum

Investor & Public RelationsArmin Blohmannphone: +49 (0) 89 9250 1256fax: +49 (0) 89 9250 2403email: [email protected]

Sabine Minarphone: +49 (0) 89 9250 1208fax: +49 (0) 89 9250 2403email: [email protected]

TOMORROW FOCUS AGNeumarkter Strasse 6181673 Munich, Germany

www.tomorrow-focus.dehttp://twitter.com/tomorrowfocushttp://facebook.de/tomorrowfocushttp://youtube.com/tomorrowfocus

Disclaimer: This is a translation of TOMORROW FOCUS AG´s Interim Report for the third quarter of 2012. Only the

German versionof this document is legally binding. Every effort was made to ensure the accuracy of this translation.

No warranty is made as to the accuracy of this translation and the company assumes no liability with respect thereto.

39

Financial calendar / Legal notice


3rd Q

uarter

3rd quarte r - holidaycheck group...key figures * adjusted for revenues of adjug group. adjug was...

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