LETTER FROM THE MANAGMENT BOARD

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2 LETTER FROM THE MANAGMENT BOARD Dear Shareholders, Following the end of the first quarter of 2004, we are delighted to present the sustained positive development of telegate AG s business figures. The Company got off to an extremely good start in 2004: At EUR 3.2 million, telegate again generated a marked net profit for the quarter. Both sales and earnings increased significantly against the previous year. One outstanding feature was the clear growth trend in international business. Here, sales increased four-fold compared to the previous year. In addition, telegate disposes of approximately EUR 15 millon available liquid funds. The turnaround achieved in the 2003 financial year was confirmed with the start into This shows that the strategic alignment of the new telegate is correct: growth with innovation and expansion is the motto for the future. To be successful with this strategy on a sustained basis, telegate needs to develop new concepts in order to differentiate itself from the large number of companies providing directory enquiries in Europe. However, the strong alignment to costs and earnings from the 2003 financial year is to be maintained. Profitability is to be retained for all future activities especially with regard to international expansion. In March this year, telegate again demonstrated its innovation leadership and a nose for consumer trends. It was the first provider in Germany to offer directory enquiries via SMS on This opens up a new access channel, in addition to voice and is mainly targeting a new young target group. The liberalisation of telecommunication and directory enquiries markets in Europe with the resultant possibilities for telegate AG expansion are developing in a positive fashion. In the middle of April 2004, the regulatory authorities for telecommunications in Italy (AGCOM) published a detailed proposal for the liberalisation timetable of the telephone enquiries market. It is proposed that as of 1 January 2005 the former enquiry number 12 is switched off and replaced by new numbers from the 12xy series. The existing infrastructure und our expert knowledge on the enquiries market, put telegate in an excellent position for the pending liberalisation of the market, and for successful business in Italy. The positive development of the first quarter and growth potential in Germany and internationally shows that telegate AG has the right strategic positioning to meet the challenges of the market. telegate has shown that it can play in the premier league, not only in Germany, and has the chance to attain pan-european market leadership in a highly profitable business area. We thank you for the confidence you have placed in us and hope that you will continue with us on this route. The Management Board 1

3 KEY FINANCIAL FIGURES IN M EURO 1st Quarter st Quarter 2003 Variation Variation in % REVENUES % GROSS EARNINGS MARGIN IN % 50.4% 44.6% - - EBITDA % OPERATING INCOME NET INCOME (LOSS) EARNINGS PER SHARE IN EURO FREE CASH FLOW OPERATING CASH FLOW INVESTMENTS NON-CURRENT ASSETS % CURRENT ASSETS ,7 49.9% EQUITY RATIO 25.3% 11.2% - - EMPLOYESS 2,583 2, % 2

4 MANAGEMENT REPORT 1 QUARTER 2004 BUSINESS DEVELOPMENT IN THE TELEGATE GROUP telegate got off to a highly successful start in the 2004 financial year. Once again, there was a considerable increase in both sales and earnings as against the previous year. One particularly outstanding factor is the significant growth of the International segment: sales for the first quarter of 2004 rose four-fold year-on-year. CALL AND SALES DEVELOPMENT The first quarter of 2004 was extremely positive for the telegate Group. Processed calls increased by more than 14% year-on-year. This was primarily due to the development of our European subsidiaries. The share of total call volume of these companies in the telegate Group is now more than 29%. Correspondingly, sales development was also clearly positive. In total, sales for the first quarter of 2004 amounted to Euro 40.3 million (previous year: Euro 26.5 million), exceeding the sales level of the previous year by 52%. The strong increase in sales compared to caller development was primarily achieved as a result of new services such as call-by-call, the continuing trend towards higher quality services, the change in price structure in Germany and the discontinuation of US business. BUSINESS AND EARNINGS DEVELOPMENT The turnaround achieved by the telegate Group in the 2003 financial year was confirmed with the start of The gross earnings margin improved from 45% in the prior-year period to over 50% in the reporting period. Similarly, EBITDA of Euro 2.9 million increased to Euro 6.9 million. The consolidated net income for the period was Euro 3.2 million (previous year: Euro 0.3 million). This highly encouraging development is the result of the positive sales trend as well as the sustained cost optimisation of manufacturing and operating costs. Given the start-up of an information brand business and the associated costs in Spain and Great Britain, this earnings development is all the more remarkable. NET ASSET AND FINANCIAL POSITION General information The balance sheet total of the telegate Group as of 31 March 2004 rose by Euro 9.3 million as against 31 December This is primarily due to the clear sales increase in the telegate Group. As a result of this, trade receivables increased by Euro 4.3 million mainly due to our European subsidiaries, as their payment terms are longer than those in Germany. Similarly, cash and cash equivalents also rose by Euro 5.3 million. Shareholders equity rose in line with the net profit for the period from Euro 15.3 million as of 31 December 2003 to Euro 17.7 million as of 31 March This corresponds to an equity ratio of 25.3%. Cash Flow The positive business development is demonstrated even more clearly by the free cash flow, which rose significantly from Euro 2.1 million in the previous year to the current figure of Euro 9.9 million in the first quarter of As a result, the Group paid back all its financial liabilities. The telegate Group is therefore debt-free, and had cash and cash equivalents as of 31 March 2003 of Euro 14.7 million. 3

5 MANAGEMENT REPORT 1 QUARTER 2004 Investments In the reporting period, investments in property and equipment totalled Euro 0.3 million. Investments focused primarily on replacement and maintenance investments in Germany, as well as the further development of call centre technology in Spain and Great Britain. However, the Company is anticipating a slightly higher investment volume in the second half of the year. SEGMENT INFORMATION & CALL CENTER SERVICES GERMANY/AUSTRIA The development of the first quarter of 2004 was extremely positive for this segment: Sales increased significantly, and in addition telegate again demonstrated its clear innovation leadership with the introduction of Germany s first SMS information service. Overall, the Germany/Austria segment generated sales of Euro 29.5 million (previous year: Euro 23.8 million). In February 2004, in order to reinforce the brand awareness of and to further increase its market share, telegate launched a new advertising campaign featuring Verona Feldbusch. Ongoing and systematic cost management within the segment clearly boosted EBIT to Euro 7.7 million (previous year: Euro 2.2 million). SEGMENT INFORMATION & CALL CENTER SERVICES INTERNATIONAL The development of telegate s European subsidiaries in the first quarter of 2004 was particularly successful: Thus, the contribution of the European subsidiaries to total call volume increased to more than 29% in the reporting period. Sales by the International segment grew from Euro 2.7 million in the prior-year period to Euro 10.8 million in the first quarter of 2004, which corresponds to a four-fold increase. The reason behind this was the continuing positive development in the Italian market and the own-brand market debut in Spain and Great Britain. In the first quarter of 2004, telegate Italia also continued its ongoing growth course in the framework of its outsourcing business. We are anticipating further growth impetus to be sparked by the highly probable deregulation of the Italian information market at the start of next year. To continue expanding the market position on the Spanish information market achieved by telegate España to date namely No. 2 on 22 March 2004, the company made the transition from a regional to a national marketing campaign. telegate España also achieved success in its outsourcing business in the first quarter of In early March 2004, the company gained a further outsourcing client in COMUNITEL. Against the background of the intensive competitive situation on the British information market, and the resulting high advertising pressure exerted by our competitors, we are pursuing a strategy of systematically focussing on individual market segments here. At the end of March 2004, Ltd. began its regional/segmented advertising campaign. The advertising measures of Ltd. are initially focused on Scotland. Further successes were also generated in outsourcing business: At the end of March 2004, a new outsourcing agreement was concluded with Directory Enquiries. 4

6 MANAGEMENT REPORT 1 QUARTER 2004 As a result of the expansion of business in Spain and Great Britain, EBIT of Segment ICS Internantional totalled Euro -2.7 million (previous year: Euro 1.4 million), and the gross margin improved significantly. ACQUISITIONS No acquisitions were made in the first quarter of The participations arsmovendi.com AG, Kim Travel Consulting AG, mobilsafe AG and travelgate business GmbH are still in liquidation. EMPLOYEES As of 31 March 2004, the telegate Group employed 2,583 people (headcount). Compared to 31 March 2003, this corresponds to an increase of 220 employees. While the number of employees grew strongly year-on-year, particularly in the European subsidiaries, staff numbers fell in Germany and were reduced completely in the US. SECURITIES HOLDINGS OF CORPORATE BODIES OF TELEGATE AG AS OF 31 MARCH 2004 Number Number of shares of options Board of Management Dr. Andreas Albath Ralf Grüßhaber 6,205 Paolo Gonano Supervisory Board Herbert Brenke Dr. Joachim Dreyer 69 Ottmar Dürotin Dr. Klaus Harisch 911,934 Dr. Martin Hartl Jürgen Heinath 20 1,830 Katrin Küther Birgit Labs Daniela Lübbert Luca Majocchi Maurizia Squinzi Ilona Rosenberg 5

7 CONSOLIDATED STATEMENTS OF OPERATIONS 3-MONTHS REPORT (UNAUDITED) IN TEUR EXCEPT PER SHARE DATA REVENUES 40,266 26,495 COSTS OF REVENUES -19,962-14,673 GROSS PROFIT 20,304 11,822 ADVERTISING COSTS -5,997-3,009 PERSONNEL COSTS -3,281-3,353 DEPRECIATION AND AMORTIZATION -1,809-2,124 OTHER ADMINISTRATIVE COSTS -4,168-2,580 TOTAL OPERATING COSTS -15,255-11,066 OPERATING INCOME 5, INTEREST INCOME INTEREST EXPENSE LOSS ON FOREIGN CURRENCY TRANSLATION IMPAIRMENT OF COST METHOD INVESTMENT OTHER INCOME (EXPENSE) OTHER EXPENSE, NET INCOME (LOSS) BEFORE INCOME TAX 4, INCOME TAX -1, NET INCOME (LOSS) 3, BASIC AND DILUTIVE NET INCOME (LOSS) PER SHARE SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS. 6

8 CONSOLIDATED BALANCE SHEETS ASSETS in TEUR CURRENT ASSETS CASH AND CASH EQUIVALENTS 14,671 4,343 9,329 RESTRICTED CASH TRADE ACCOUNTS RECEIVABLES NET OF ALLOWANCE OF TEUR 611 AS OF MARCH 31, 2004 AND TEUR 562 AS OF 35,477 19,618 31,224 DECEMBER 31, 2003 PREPAID EXPENSES AND OTHER CURRENT ASSETS 3,308 2,558 1,955 TOTAL CURRENT ASSETS 53,515 26,838 42,827 NON-CURRENT ASSETS COST METHOD INVESTMENT 45 1, INTANGIBLE ASSETS, NET 692 1, PROPERTY AND EQUIPMENT, NET 15,594 23,394 16,548 FINANCIAL INSTRUMENTS - 5,107 - OTHER NON-CURRENT ASSETS TOTAL NON-CURRENT ASSETS 16,351 31,786 17,705 TOTAL ASSETS 69,866 58,624 60,532 7

9 CONSOLIDATED BALANCE SHEETS LIABILITIES AND SHAREHOLDERS' EQUITY in TEUR LIABILITIES TRADE ACCOUNTS PAYABLE 16,947 6,394 11,643 ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES 33,122 16,768 28,169 NOTES PAYABLE - 1,800 - CAPITAL LEASE OBLIGATION FINANCIAL INSTRUMENTS TURNOVER TAX BURDEN CURRENT PORTION OF LOANS DUE TO SHAREHOLDERS - - 4,726 TOTAL CURRENT LIABILITIES 51,733 25,899 44,857 ACCRUED PENSION LIABILITY FINANCIAL INSTRUMENTS - 1,316 - LOANS DUE TO SHAREHOLDERS - 24,514 - OTHER NON-CURRENT LIABILITIES TOTAL LIABILITIES 52,179 52,077 45,280 SHAREHOLDERS' EQUITY COMMON STOCK 20,954 20,944 20,954 ADDITIONAL PAID-IN CAPITAL 85,028 85,037 85,028 ACCUMULATED DEFICIT -95, ,779-99,027 ACCUMULATED OTHER COMPREHENSIVE INCOME 7,506 7,345 8,297 TOTAL SHAREHOLDERS' EQUITY 17,687 6,547 15,252 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 69,866 58,624 60,532 SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS. 8

10 CONSOLIDATED STATEMENTS OF CASH FLOWS in TEUR CASH FLOWS FROM OPERATING ACTIVITIES NET INCOME (LOSS) 3, ADJUSTMENT TO RECONCILE NET INCOME (LOSS) TO NET CASH PROVIDED BY OPERATING ACTIVITIES: DEPRECIATION AND AMORTIZATION 1,809 2,124 LOSS (GAIN) ON DISPOSAL OF PROPERTY AND EQUIPMENT LOSS ON FOREIGN CURRENCY TRANSLATION IMPAIRMENT OF COST METHOD INVESTMENT PROVISIONS FOR LOSSES ON ACCOUNTS RECEIVABLE 49 8 PENSION EXPENSES 8 7 CHANGES IN OPERATING ASSETS AND LIABILITIES: TRADE ACCOUNTS RECEIVABLE -4,198 2,777 PREPAID EXPENSES AND OTHER ASSETS -1,626-1,549 TRADE ACCOUNTS PAYABLE 5,181-1,821 TURNOVER TAX BURDEN ACCRUED EXPENSES AND OTHER LIABILITIES 4, CASH PROVIDED BY OPERATING ACTIVITIES 10,207 2,262 CASH FLOWS FROM INVESTING ACTIVITIES CAPITALIZED INTANGIBLE ASSETS PURCHASE OF PROPERTY AND EQUIPMENT PROCEEDS FROM SALE OF PROPERTY AND EQUIPMENT CASH USED IN INVESTING ACTIVITIES CASH FLOWS FROM FINANCING ACTIVITIES PAYMENTS FOR ISSUANCE OF COMMON STOCK PROCEEDS FROM GOVERNMENT GRANTS PAYMENTS FOR FINANCIAL INSTRUMENTS PROCEEDS FROM NOTES PAYABLE - 1,000 REPAYMENT OF SHAREHOLDER LOANS -4,726 - REPAYMENT OF NOTES PAYABLE - -2,000 REPAYMENT OF CAPITAL LEASE OBLIGATION CHANGE IN RESTRICTED CASH CASH USED IN FINANCING ACTIVITIES -4,535-1,158 EFFECTS ON EXCHANGE CASH RATES INCREASE IN CASH AND CASH EQUIVALENTS 5, CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR 9,329 3,416 CASH AND CASH EQUIVALENTS, END OF THE REPORTING PERIOD 14,671 4,343 SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS. 9

11 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY in TEUR SHARES OF COMMON COMMON STOCK PAR STOCK VALUE (in 000s) ADDITIONAL PAID-IN CAPITAL ACCUM. DEFICIT ACCUM. OTHER COMPREHEN. INCOME TOTAL BALANCE AT JANUARY 1, ,944 20,944 85, ,504 6,750 6,478 NET INCOME ,477-7,477 CURRENCY TRANSLATION ADJUSTMENT ,547 1,547 COMPREHENSIVE INCOME 9,024 ISSUANCE OF COMMON STOCK COSTS OF ISSUANCE OF COMMON STOCK STOCK OPTION RECLASSIFICATION TO EQUITY BALANCE AT DECEMBER 31, ,954 20,954 85,028-99,027 8,297 15,252 NET INCOME ,226-3,226 CURRENCY TRANSLATION ADJUSTMENT COMPREHENSIVE INCOME 2,435 BALANCE AT MARCH 31, ,954 20,954 85,028-95,801 7,506 17,687 SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT 10

12 SEGMENT REPORT The Company operates in two segments, each of which are strategic business that are managed separately. The company views its business in two segments which are primarily determined by their geographic region. Management's dominant measurements are consistent with the Company's consolidated financial statements and, accordingly, are reported on the same basis herein. Management evaluates the performance of its segments and allocates resources to them primarily based on operating profit (loss). Intersegment sales are generally accounted for at amounts comparable to sales to unaffiliated customers, and eliminated in consolidation. ICS ICS TOTALS GERMANY /AUSTRIA INTERNATIONAL MARCH 31, 2004 (in TEUR) REVENUES FROM EXTERNAL CUSTOMERS AND INTERSEGMENT SALES 29,529 10,794 40,323 INTERSEGMENT REVENUES TOTAL CONSOLIDATED REVENUES 29,472 10,794 40,266 DEPRECIATION AND AMORTIZATION 1, ,809 OPERATING PROFIT (LOSS) 7,712-2,663 5,049 EBITDA 9,096-2,238 6,858 (IN TEUR) MARCH 31, 2003 REVENUES FROM EXTERNAL CUSTOMERS AND INTERSEGMENT SALES 23,806 2,689 26,495 INTERSEGMENT REVENUES TOTAL CONSOLIDATED REVENUES 23,806 2,689 26,495 DEPRECIATION AND AMORTIZATION 1, ,124 OPERATING PROFIT (LOSS) 2,152-1, EBITDA 3, ,880 11

13 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. Basis of Presentation telegate AG, Planegg-Martinsried Deutschland, and its subsidiaries (the Company ) provide operator and directory assistance services for private customers in Germany and abroad and for corporate customers of various German telephone companies. On the basis of outsourcing agreements, these services are also rendered for other telephone companies in Germany, Italy, Spain and UK. The Consolidated Financial Statements have been prepared in accordance with United Stated Generally Accepted Accounting Principles (US-GAAP) and are reported in EUR. The accompanying Consolidated Balance Sheet as of March 31, 2004, the Consolidated Statements of Income and Cash Flows for the three months ended March 31, 2004 and 2003, the Consolidated Statements of Changes in Shareholders Equity for the three months ended March 31, 2004 and the Notes to the Consolidated Financial Statements are unaudited and have been prepared for interim financial information. The interim financial statements are based on the accounting principles and practices applied in the preparation of the financial statements for the last fiscal year. The Company applies Statement of Financial Accounting Standards No. 131 Disclosures about Segments of an Enterprise and Related Information (SFAS No. 131). This statement establishes standards for the reporting of information about operating segments in annual and interim financial statements and requires restatements of prior year information. Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker(s) in deciding how to allocate resources and in assessing performance. 2. Changes in the Consolidated Group At the end of March 2004, for telegate Inc., an application for dissolution had been filed at the appropriate authorities in Delaware, USA. The entry is expected to be effective in April The anticipated de-consolidation of telegate Inc. will result in an one-time-gain in the 2nd Quarter 2004, but will not have any effect on the Consolidated Statements of Cash Flows. The following subsidiaries are in the process of liquidation on March 31, 2004 Kimtravel Consulting AG Travelgate business GmbH Arsmovendi.com AG mobilsafe AG 3. Cash and Cash Equivalents, Restricted Cash As of March 31, 2004 the total cash positions amount to TEUR 14,730 (thereof TEUR 59 restricted). As of December 31, 2003, these positions totaled TEUR 9,648 (thereof TEUR 319 restricted). Cash is mainly invested in day-to-day-money. 12

14 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 4. Derivative financial instruments In April 2001, the Company initiated a foreign exchange hedging program designed to mitigate the potential for future adverse impact on financing transactions due to changes in foreign exchange rates. The program uses forward foreign exchange contracts as the vehicle for hedging significant intercompany balances. The Company does not hold or issue derivative financial instruments for trading purposes. Gains and losses on the settled contracts are included in 'Loss on foreign currency translation' and are recognized in the current period, consistent with the period in which the gain or loss of the underlying transaction is recognized. To the extent that these contracts are not considered to be perfectly effective in offsetting the change in the value of the intercompany balances being hedged, any changes in fair value relating to the ineffective portion of these contracts would be immediately recognized in 'Loss from foreign currency translation'. Derivative financial instruments outstanding to sell at March 31, 2004 are presented in the following table. Forward contracts currency Nominal value Fair value 03/31/04 12/31/03 03/31/04 12/31/03 TGBP TGBP TEUR TEUR 11,000 8, The nominal value represents the aggregate gross amount of all purchases and sales agreed upon between the parties and, therefore, is not a direct measure of the Company s exposure through its use of derivates. Opportunities and risks are reflected by the fair value which corresponds to the estimated amount that would have been received or paid if the derivative financial instrument had been settled at fiscal year end. The Company recorded in the first quarter 2004 loss out of currency translation from these settled contracts and underlying foreign currency exposures of approximately TEUR 1,163. The loss is presented within Loss on foreign currency translation. The fair value of these forward foreign exchange contracts have been recorded as Financial instruments (TEUR 845) within the current liabilities. The forward currency contracts have a maturity of 11 months and are due in December Other losses and income Other income amounts to TEUR 161. This item mainly consists of the gain on disposal of fixed assets (TEUR 153). 13

15 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 6. Income Taxes Tax expense, presented in the Consolidated Statements of Income (TEUR 1,511), mainly consists of accruals for German income taxes. In addition, this expense relates to telegate Italia, which is subject to Imposta Regionale sulle Attività Produttive (IRAP), a regional tax on business activities. 7. Information on Corporate Bodies of telegate AG At January 1, 2004 Mr Ralf Grüßhaber already responsible for the Finance and Controlling division in the Company since April took responsibility for the Finances at Management Board level. 8. Subsequent events On April 1, 2004, the General Meeting of mobilsafe AG has agreed to continue its business and to stop the process of liquidation. This resolution has been filed for registry at the companies register on the same day. 14

16 CORPORATE STRUCTURE TELEGATE GROUP 15

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