GEO TRAVEL FINANCE SCA. High Yield report. As at 30 June 2011

Transcription

1 GEO TRAVEL FINANCE SCA High Yield report As at 30 June 2011

2 Disclaimer The materials do not constitute, and may not be used in connection with, an offer or a solicitation in any place where offers or solicitations are not permitted by law. Under no circumstances shall this presentation constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful. This presentation has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and, consequently, neither Geo Travel Finance S.C.A., LuxGEO Parent S.àr.l., edreams Inc., Lyparis S.A.S., Opodo Limited, Axeurope S.A., LuxgoalS.àr.l., AXA Investment Managers Private Equity Europe S.A., Permira Asesores S.L, nor any director, officer, employer, employee or agent of theirs, or affiliate of any such person, accepts any liability or responsibility whatsoever in respect of any difference between the presentation distributed to you in electronic format and the hard copy version available to you on request. Nothing in this electronic transmission constitutes an offer of securities for sale in the United States or any other jurisdiction. The Notes are not registered under the U.S. Securities Act and may not be offered or sold in the United States or to or for the account or benefit of U.S. persons (as such terms are defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act or pursuant to an exemption from such registration. Notwithstanding the foregoing, prior to the expiration of a 40-day distribution compliance period (as defined under Regulation S under the U.S. Securities Act) commencing on the closing date of the Notes, the Notes may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, except pursuant to another exemption from the registration requirements of the U.S. Securities Act. In order to be eligible to view this presentation, you must: (i) not be a U.S. person (within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act )) and be outside the United States; or (ii) be a qualified institutional buyer (within the meaning of Rule 144A under the U.S. Securities Act). You have been sent the attached presentation on the basis that you have confirmed to that either: (A)(i) you and any customers you represent are not U.S. persons; and (ii) the electronic mail (or ) address to which it has been delivered is not located in the United States of America, its territories and possessions, any state of the United States and the District of Columbia; possessions include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands; or (B) you and any customers you represent are qualified institutional buyers and, in either case, that you consent to delivery by electronic transmission This communication is directed solely at persons who (i) are outside the United Kingdom, (ii) are investment professionals, as such term is defined in Article 19(1) of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Financial Promotion Order ) or (iii) are persons falling within Article 49(2)(a) to (d) of the Financial Promotion Order (all such persons together being referred to as relevant persons ). This presentation must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this presentation may relate is available only to relevant persons and will be engaged in only with 2

3 relevant persons. Any person who is not a relevant person should not act or rely on this presentation or any of its contents. 3

4 Index DISCLAIMER... 2 INDEX... 4 PRESENTATION OF FINANCIAL DATA... 5 OVERVIEW OF THEGROUP... 7 THE TRANSACTION... 7 KEY METRICS... 8 OUTLOOK... 9 GO VOYAGES FINANCIAL STATEMENTS FOR THE QUARTER ENDED JUNE 30, KEY OPERATING METRICS RESULTS OF THE OPERATIONS OF THE GO VOYAGES GROUP MANAGEMENT DISCUSSION AND ANALYSIS GO VOYAGES GROUP BALANCE SHEET OF THE GO VOYAGES GROUP CASH FLOW OF THE GO VOYAGES GROUP EDREAMS FINANCIAL STATEMENTS FOR THE QUARTER ENDED JUNE 30, KEY OPERATING METRICS RESULTS OF THE OPERATIONS OF THE EDREAMS GROUP MANAGEMENT DISCUSSION AND ANALYSIS EDREAMS GROUP BALANCE SHEET OF THE EDREAMS GROUP CASH FLOW OF THE EDREAMS GROUP OPODO FINANCIAL STATEMENTS FOR THE QUARTER ENDED JUNE 30, KEY OPERATING METRICS RESULTS OF THE OPERATIONS OF THE OPODO GROUP MANAGEMENT DISCUSSION AND ANALYSIS OPODO GROUP BALANCE SHEET OF THE OPODO GROUP (IFRS) CASH FLOW OF THE OPODO GROUP (IFRS) APPENDIX 1 RECONCILIATION EBITDA AND RECURRING EBITDA GO VOYAGES GROUP EDREAMS GROUP OPODO GROUP

5 Presentation of Financial Data This report summarizes the individual financial and operating data derived from the consolidated unaudited financial statements of each sub-entity (named respectively Go Voyages Group, edreams Group and Opodo Group ) on a stand alone basis, prepared under IFRS for the quarter ended, 2011 as the combination of Go Voyages, edreams and Opodo only took place on, Please note that all sub-entities have changed or will change soon their fiscal year end to March.Therefore, the quarter ended th relates to the first quarter of the fiscal year. The period to which this report relates is on or prior to the Completion of the Transaction as defined in the Offering Memorandum. The structure of the Group is as follows: Opodo Group Go Voyage Group edreams Group Geo Travel Finance S.C.A (the ISSUER ) 175m Senior Notes xx xx Operating entity Holdings, admin or IT consulting services LuxGEO S.A.R.L Lyparis Structural Back to Back Loan Lyeurope Convertible Intercompany Subordinated Bonds Lyeurope Opodo Limited Opodo SL Opodo GmbH Opodo Tour GmbH Opodo SAS Lyparis edreams Enterprise Vacaciones edreams SLU edreams Inc. edreams Ltd Go Voyages Go Voyages Trade Travellink AB Opodo Srl Viagnes edreams Portugal LDA edreams International Network SL edreams France, SARL edreams GmbH edreams LLC edreams Srl Editoriale On Line Srl As disclosed in the Offering Memorandum, the Go Voyages Group, the edreams Group and the Opodo Group have historically operated as separate stand-alone groups and have reported financial information in accordance with French GAAP, Spanish GAAP and IFRS, respectively until the end of March Therefore the Group formed of the combined entities does not have any historical financial data. Following completion of the Transaction, the Group will report consolidated financial information in accordance with IFRS, applying harmonized accounting principles and policies across all constituent businesses as described in the Offering Memorandum. The Go Voyages Group unaudited financial statements for the quarter ended, 2011 have been prepared under IFRS. The main differences between French GAAP and IFRS are described in the Offering Memorandum. As described in the Offering Memorandum, this information is not comparable against the quarter ended, 2010 which was prepared under French GAAP. 5

6 The edreams Group unaudited financial statements for the quarter ended, 2011 have been prepared under IFRS. The main differences between Spanish GAAP and IFRS are described in the Offering Memorandum and have been considered as not significant. Consequently, this information is comparable with the quarter ended, 2010 prepared under Spanish GAAP. The Opodo Group unaudited financial statements for the quarters ended, 2011 and 2010 have been prepared under IFRS. Nevertheless, Opodo s historical revenue recognition policy for air commission income under IFRS is to recognize such revenue on the date of flight departure. On a group basis, OdigeO Group recognizes such commissions on the date of booking in accordance with its accounting policies. So, the information presented for the quarters ended, 2011 and 2010, includes such adjustments. Moreover, aggregated data at Group level are presented for information purpose only, and do not purport to present what our results of operations and financial condition would have been, had this Transaction occurred on this date, nor does it project our results of operations for our financial condition at any future date. In addition, we have presented certain non-gaap information in this quarterly report. This information includes Revenue Margin which represents Total Revenue (including the commissions, incentives, mark-ups and fees we earn) minus Cost of Sales, EBITDA, which represents earnings before interest, tax, depreciation, amortization and Recurring EBITDA which represents Earnings before interest, tax, depreciation, amortization, transaction related compensation, transaction related expenses and other income and expense items which are considered by management not reflective of its on-going operations. Management believes that both EBITDA and Recurring EBITDA are meaningful for investors since it provides an analysis of our operating results, profitability and ability to service debt. Moreover EBITDA and Recurring EBITDA are used by our chief operating decision makers to track our business evolution, establish operational and strategic targets and make important business decisions. In addition, we believe that EBITDA and Recurring EBITDA are measures commonly used by investors and other interested parties in our industry. 6

7 Overview of the Group The Transaction On February 9, 2011, Amadeus IT Group S.A. and LuxGEO Sarl entered into a sale and purchase agreement for the acquisition of the entire share capital of Opodo Limited (the Acquisition ). Simultaneously on the closing of the Acquisition, the Go Voyages Group, the edreams Group and the Opodo Group have been combined to form the Geo Group (the Transaction ). The European Commission and other relevant authorities have approved the Transaction. Consequently, the Transaction took place on, The Geo Group has decided to create a new corporate brand name OdigeO. Following the completion of the Transaction, the OdigeO Group has a new financing structure which impacts the consolidated unaudited financial statements of each sub-group. The sources and uses of the Transaction and the new financing structure are as follows: Sources Senior Debt & HY Additional Equity GDS Signing bonus 22.7 Uses Sources and Uses of the Transaction In million Cash to Amadeus Refinancing Debt (Edreams + GoV) Bank fees + other costs 57.5 Working capital adjustment (1.8) Pro forma Net debt as at 30 June 2011 In million High Yield Capitalised interest 3.5 TL A TL B RCF 43.3 Other debt 1.0 TOTAL GROSS DEBT Cash (Lux Geo, Opodo, GV and ed) (149.5) Opodo adjustment (cash free / debt free) 11.5 Net Debt LTM EBITDA (June 2011) Net Leverage 4.0 x 7

8 Note that the Opodo adjustment relates to the difference between the cash Amadeus left at closing at Opodo Group level and the cash that was effectively paid by LuxGEO Sarl. The cash paid by LuxGEO Sarl was initially financed under the Revolving Credit Facilities (for 16 million) and the difference will be paid by LuxGEO Sarl to Amadeus before the end of December In addition, 25 million and 2.3 million have been drawn by Opodo Ltd and Travellink, under the Revolving Credit Facilities in order to finance working capital needs. Please note that further post closing adjustments (positive or negative) are anticipated as per the SPA signed between Amadeus Group IT S.A. and LuxGEO sarl. Key Metrics Except for gross bookings where 2010 data have been restated to IFRS and as indicated in the paragraph Presentation of Financial Data, aggregated financial information is not comparable between 2010 and 2011 due to the difference in accounting principles applied. The following table sets forth key metrics of the Group for the quarters ended, 2011 and Aggregated figures 2010 Local GAAP 2011 IFRS Var. Gross bookings (2) ,3% Revenue margin n.a. EBITDA n.a. Recurring (1) EBITDA n.a. (1) (2) Recurring EBITDA calculation is detailed in appendix figure has been restated The Group has continued to deliver a strong trading performance with a 16% growth rate for gross bookings over the same quarter last year. The revenue margin and the recurring EBITDA amounted respectively to 83.2 million and 26.6 million. 8

9 Outlook In the short term, we expect a continuous growth, driven by (i) the secular growth of the Online Travel segment within the Travel Industry, (ii) continued success in the Group s Internationalization, and (iii) stable or growing segment share in the Group s core markets in the Flight segment, despite a relatively softer economic activity in Europe and in the Travel Industry in particular. The Transaction was completed on, 2011 and we are accelerating the integration process to ensure synergies are realized promptly. The Group should maintain sustainable growth rates, and, in the medium to long term, strengthen its position on the market. 9

10 Go Voyages Financial statements for the quarter ended, 2011 Please note that financial information reported for the quarter ended, 2010 were accounted for under French GAAP whereas it reported under IFRS for the quarter ended, 2011 (cf. Presentation of Financial data above). Financial information except gross bookings which have been restated (IFRS), is not comparable between 2010 and Key operating metrics The following table sets forth key metrics for the Go Voyages Group based on the quarters ended, 2011 and Go Voyages Group 2011 IFRS Var. (1) 2010 Fr. GAAP Gross bookings (3) ,8% Revenue margin n.a. EBITDA n.a. Recurring (2) EBITDA n.a. (1) Please note that due to a change in accounting principles, 2011 and 2010 figures are not comparable. The change mostly relates to revenue recognition of regular flights now accounted for at booking date (previously accounted for at departure date). (2) Recurring EBITDA calculation is detailed in appendix (3) 2010 figure has been restated The following table sets forth gross bookings for the flight and non flight businesses of the Go Voyages Group for each of the quarters indicated Var. (1)(2) Gross bookings Flight ,8% Non Flight (3) ,3% Gross bookings ,8% (1) Gross bookings is a non-gaap measure. (2) 2010 figures have been restated Go Voyages Group (3) Non-flight revenue includes revenue from hotels, car rentals, train and bus tickets, packages (including insurance related to these products) and from certain other ancillary revenues, such as advertising campaigns on our websites, commissions we receive from partners under white label agreements, incentives we receive from credit card companies and charges on toll calls. 10

11 The following table sets forth Go Voyages Group revenue margin for the periods indicated. Go Voyages Group 2010 Fr. GAAP 2011 IFRS Var. (1) Total revenue... 34,464 37,747 n.a. Less Cost of Sales... (15,200) (15,797) n.a. Revenue margin... 19,264 21,951 n.a. (1) Please note that due to a change in accounting principles, 2011 and 2010 figures are not comparable. The change mostly relates to revenue recognition of regular flights now accounted for at booking date (previously accounted for at departure date). Results of the operations of the Go Voyages Group Go Voyages Group 2010 Fr. GAAP 2011 IFRS Var. (1) Total revenue... 34,464 37,747 n.a. Less Cost of Sales... (15,200) (15,797) n.a. Revenue margin... 19,264 21,951 n.a. Operating expenses... (14,858) (15,014) n.a. EBITDA... 4,406 6,937 n.a. Depreciation and amortization... (3,256) (1,410) n.a. Net Operating Profit /(Loss)... 1,150 5,527 n.a. Finance Income /(Loss)... (5,672) (12,828) n.a. Profit /(Loss) before tax... (4,521) (7,300) n.a. Income tax ,574 n.a. Profit /(Loss)... (4,448) (4,726) n.a. (1) Please note that due to a change in accounting principles, 2011 and 2010 figures are not comparable. The change mostly relates to revenue recognition of regular flights now accounted for at booking date (previously accounted for at departure date). Management discussion and analysis Go Voyages Group For clarity purposes, comments on the income statement of the Go Voyages Group included hereunder are presented in a manner consistent with the presentation of the income statement included in the Offering Memorandum. Over the period, the Go Voyages benefited from a continuous increase in volumes despite increasing competition in the online air travel segment and a relatively softer macroeconomic environment. 11

12 Revenue margin Go Voyages Group Fr. GAAP IFRS Var. (2) Flight... 16,401 19,119 n.a. Non Flight (1)... 2,863 2,832 n.a. Revenue margin ,264 21,951 n.a. (1) Non-flight revenue includes revenue from hotels, car rentals, train and bus tickets, packages (including insurance related to these products) and from certain other ancillary revenues, such as advertising campaigns on our websites, commissions we receive from partners under white label agreements, incentives we receive from credit card companies and charges on toll calls. (2) Please note that due to a change in accounting principles, 2011 and 2010 figures are not comparable. The change mostly relates to revenue recognition of regular flights now accounted for at booking date (previously accounted for at departure date). Revenue margin amounted to 22.0 million for the quarter ended, 2011, primarily driven by flight revenue margin which amounted to 19.1 million. Despite increasing volumes, growth was mitigated by the softer demand in France, namely impacted by the instability in North Africa ( Arab Spring ). Traditionally, the Mediterranean area is a top destination for the French outgoing market. While regular flight segment benefited from a natural shift to other destinations although margins were under pressure due to tough competition in a context of softer demand, charters were more affected by cumulative effects (overcapacities on other Mediterranean destinations, pressure on prices to sustain volumes, increased jet fuel prices, etc.). Reported flight revenue margin in 2011 has been negatively impacted by the unwinding of the existing GDS contract (0.2) million, which has been replaced by a new GDS agreement signed between Amadeus and LuxGEO Sarl and effective from th. Non flight revenue margin amounted to 2.8 million for the quarter ended 2011, with a limited impact of (0.1) million attributable to a decrease in toll call revenue. The Go Voyages Group has continued to maintain an upward trend despite increasing competition in the online air travel segment and a relatively softer macroeconomic environment. Operating expenses to EBITDA Total operating expenses amounting to 15.0 million mainly consist of: Personnel costs. The Group has benefited from a reduction in headcount due to increased outsourcing in call centers. Note that 2011 personnel costs have been positively impacted by the change in accounting principles as personnel costs related to R&D are now capitalized. Marketing expenses. These increased mainly as a result of the change in accounting principles (recognition at booking date instead of departure date) which has been partly offset by a change in the distribution channel mix. Other operating costs. These decreased due to the reduction in chargeback expenses and continuous efforts to monitor general & administrative cost structure. Recurring EBITDA amounted to 7.2 million for the quarter ended,

13 Expenses below EBITDA Depreciation and amortization decreased by 1.8 million to 1.4 million in relation with the change in accounting principles as under IFRS, the goodwill is not amortized but tested each year through an impairment test. Financial losses amounted to 12.8 million, increasing by 7.2 million compared to last year. This resulted from the IFRS treatment of the Transaction completed on, The former debt financing costs amounting to 6.5 million have been fully amortized in the income statement, whereas previously capitalized and amortized over the length of the contract. The new debt financing costs have been capitalized and will be amortized over the length of the new contract. Taxation Income tax increased by 2.5 million from 0.1 million for the quarter ended, 2010 to 2.6 million for the quarter ended, 2011 as a result of the Transaction IFRS treatment and mainly the associated deferred taxes. Balance sheet of the Go Voyages Group The following table summarizes the balance sheet as at, 2011 and Go Voyages Group As at 2010 Fr. GAAP 2011 IFRS (in thousand ) Goodwill , ,181 Other intangible assets... 82, ,999 Tangible fixed assets... 3,963 3,724 Financial fixed assets ,682 Total fixed assets , ,588 Trade receivables... 24,522 42,105 Trade payables... (95,605) (120,290) Trade working capital (71,083) (78,186) Other receivables ,002 18,314 Other payables (246,057) (53,880) Non trade working capital (40,055) (35,566) Total working capital (111,138) (113,752) Deferred tax (43,822) Provisions... (625) (603) Other long term assets Other long term liabilities Financial debt... (212,379) (397,821) Cash and cash equivalent... 95,998 44,776 Net debt... (116,381) (353,045) Convertible bonds (debt part) (81,506) NET ASSETS... 24,213 88,413 13

14 The 2010 balance sheet has been prepared under French GAAP at Lyparis level, whereas the 2011 balance sheet has been prepared under IFRS at LyEurope level. In addition, the 2011 balance sheet includes all entries related to the Transaction including the new financing structure. The change in accounting principles has significant impacts in terms of presentation of financial statements, namely those related to change in revenue recognition date which impact other receivables and other payables. Total fixed assets increased from million to million as at, 2011 due to (i) the goodwill following the acquisition of the Go Voyages Group in July 2010, (ii) the re-assessment of the intangible assets following the Purchase Price Allocation exercise performed in April 2011 and (iii) the acquisition of new shares held by LyEurope in the context of the legal structure reorganization which took place with the completion of the Transaction (edreams Group, Travellink, Opodo Italy). Trade working capital decreased from (71.1) million to (78.2) million driven by favorable volume effect of business growth. Increase in non trade working capital from (40.1) million to (35.6) million was mostly driven by the change in accounting principles. Financial debt was refinanced with the recent Transaction completed on, Please refer to the section The Transaction for further detail about the debt description. Variance in cash and cash equivalents mainly reflects (i) the reimbursement of the bridge loan related to the debt outstanding at Go Voyages level before the Transaction ( 60million in September 2010) and (ii) 2010/2011 repayments of the former senior debt. 14

15 Cash Flow of the Go Voyages Group Go Voyages Group 2010 Fr. GAAP 2011 IFRS Var. Net Profit /(Loss)... (4,448) (4,726) n.a. Depreciation and amortization... 3,256 1,410 n.a. Income tax... (73) (2,574) n.a. Income tax paid... - (2,061) n.a. Finance Income /(Loss)... 5,672 12,828 n.a. Other non cash items (644) n.a. Change in working capital... 1,487 (6,772) n.a. Net cash from operating activities... 6,109 (2,540) n.a. Net cash flow from /(used) in investing activities... (651) (144) n.a. Net cash flow from /(used) in financing activities... (2,103) (2,307) n.a. Net increase / (decrease) in cash and cash equivalent ,355 (4,991) n.a. Cash and cash equivalents at beginning of period... 92,643 49,652 n.a. Effect of foreign exchange rate changes n.a. Bank overdraft n.a. Cash and cash equivalents at end of period ,998 44,776 n.a. Over the last quarter, the net cash from operating activities, amounted to (2.5)million decreasing by 8.6 million due to: Unfavorable change in working capital driven by the different accounting principles applied (as compared to last year) and also by the seasonality of both cash payments and collections. Income tax payment of 2.1 million. Capital expenditures mainly related to the acquisition of IT related assets and software. Net cash flow used in financing activities mainly related to the debt refinancing in the context of the Transaction completed on, Net cash outflow amounted to 2.3 million of which 3.7 million were related to interest payments over the period. The remaining 1.5 million inflow corresponds to the debt refinanced. 15

16 edreams Financial statements for the quarter ended, 2011 For clarity purposes, comments on the income statement of the edreams Group (under Spanish GAAP) included hereunder are presented in a manner consistent with the presentation of the income statement items in the Offering Memorandum. Please note that since April 1 st 2011, the edreams Group reports under IFRS whereas 2010 data are under Spanish GAAP. Nevertheless, the differences between IFRS and Spanish GAAP remain very limited and are not material. Key operating metrics The following table sets forth key metrics of the edreams Group for the quarter ended June 30, 2010 and edreams Group 2010 Sp. GAAP 2011 IFRS Var. Gross bookings (1) , , % Revenue margin... 25,294 30, % EBITDA... 7,269 8, % Recurring (2) EBITDA ,187 9, % (1) (2) Gross bookings is a non-gaap measure. Recurring EBITDA calculation is detailed in appendix The following table sets forth gross bookings for flight and non-flight businesses of edreams Group for the quarters ended, 2011 and, edreams Group Var. Gross bookings (1) Flight , , % Non Flight (2)... 21,356 18,324 (14.2)% Gross bookings , , % (1) Gross bookings is a non-gaap measure. (2) Non-flight revenue includes revenue from hotels, car rentals, train and bus tickets, packages (including insurance related to these products) and from certain other ancillary revenues, such as advertising campaigns on our websites, commissions we receive from partners under white label agreements, incentives we receive from credit card companies and charges on toll calls. 16

17 The following table sets forth edreams Group revenue margin for the quarters ended June 30, 2011 and, edreams Group 2010 Sp. GAAP 2011 IFRS Var. Total revenue... 25,639 31, % Less Cost of Sales... (344) (185) (46.3)% Revenue margin... 25,294 30, % Results of the operations of the edreams Group The following table sets forth certain historical revenue and expense items of the edreams Group under IFRS and Spanish GAAP for the quarters ended, 2011 and, edreams Group 2010 Sp. GAAP 2011 IFRS Var. Total revenue... 25,639 31, % Less Cost of Sales... (344) (185) (46.3)% Revenue margin... 25,294 30, % Operating expenses... (18,025) (21,920) 21.6% EBITDA.... 7,269 8, % Depreciation and amortization (1,322) (3,065) 131.8% Net Operating Profit / (Loss) ,947 5,844 (1.7)% Finance Income /(Loss)... (995) (2,019) 102.8% Profit /(Loss) before tax... 4,952 3,826 (22.7)% Income tax (1,352) (2,374) 75.7% Profit / (Loss) ,600 1,451 (59.7)% Management discussion and analysis edreams Group The first quarter benefited from a solid performance with share gains in core markets, continuous market development, and solid volume and margin growths. 17

18 Revenue margin The following table sets forth revenue margin of the edreams Group by product line for the quarters ended, 2011 and, edreams Group 2010 Sp. GAAP 2011 IFRS Var. Flight... 20,641 26, % Non Flight (1)... 4,653 4,438 (4.6)% Revenue margin ,294 30, % (1) Non-flight revenue includes revenue from hotels, car rentals, train and bus tickets, packages (including insurance related to these products) and from certain other ancillary revenues, such as advertising campaigns on our websites, commissions we receive from partners under white label agreements, incentives we receive from credit card companies and charges on toll calls. Revenue margin for the edreams Group increased by 5.5 million, or 21.9%, to 30.8 million for the quarter ended, Increase in revenue margin was primarily due to a 27.9% increase in flight revenue margin, from 20.6 million in 2010 to 26.4 million in This growth was fueled by a double digit growth rate in number of bookings, but also by an increase in revenue margin per booking. Main drivers are: An overall internal push to increase service fees charged to customers in all countries. Success of the Internationalization strategy with expanding presence in over 17 markets, and the Group s ability to increase margins per booking in some of our fastest growing markets, notably in France and Germany. A shift in product mix from short haul flights (more typically in Southern Europe) to long haul flights, which are more expensive and provide larger opportunities for margin optimization. The launch of additional products and services such as new types of insurance allowing an improvement in revenue margin per booking. Non flight revenue margin decreased by 4.6% to 4.4 million over the same quarter in previous year. This primarily resulted from macroeconomic environment which notably affected Dynamic packages and Hotels in Italy and Spain. Operating expenses to EBITDA Over the quarter, operating expenses increased by 3.9 million or 21.6% to 21.9 million driven by volume growth (a large portion of the cost structure being variable). The increase in operating expenses is nevertheless lower than the growth in revenue margin. 18

19 Personnel expenses increased by 27.7% which mainly results from the following factors: The strengthening of call center operations to improve service levels on the back of increasing volumes, and extended operating hours to improve customer service levels in specific time-windows, The additional hiring within the technology team in order to support product innovation across the different markets, Staffing up in other departments in order to support and sustain growth level. Other operating expenses increased by 17.6%. This increase was mainly driven by volume growth and in particular: Marketing costs which increased due to higher volumes as well as small increases in costs per booking. Credit card costs which increased due to higher volumes and higher proportion of full merchant flight bookings, for which the edreams Group processes the full transaction amount upfront, and generates more cash accordingly Call center costs in order to face volume growth GDS search costs which decreased significantly on a year on year basis as a result of improved terms from the renegotiation of the main GDS contract back in October Recurring EBITDA increased by 2.0 million or 28.4% to reach 9.2 million primarily driven by a combination of increased margins and volume growth. Expenses below EBITDA Depreciation and amortization increased by 1.7 million from 1.3 million in 2010 to 3.1 million in 2011, as a result of an increase in intangible assets following the acquisition of edreams in August 2010 (amortization of the goodwill following the Purchase Price Allocation exercise). Financial losses increased by 1.0 million to (2.0) million for the quarter ended, 2011, which were mainly attributable to higher interest costs following the additional debt incurred by the edreams Group as a result of the acquisition of the edreams Group by Luxgoal Sarl in August Taxation Income tax expense increased by 1.0 million to 2.4 million for the quarter ended, 2011 mainly as a result of strong trading and the amortization of the intangible assets following the Purchase Price Allocation exercise ( 2.3 million) which are considered as non deductible according to the US tax requirements. 19

20 Balance sheet of the edreams Group The following table summarizes the balance sheet as at, 2011 and edreams Group As at 2010 Sp. GAAP 2011 IFRS (in thousand ) Goodwill , ,656 Other intangible assets... 12, ,223 Tangible fixed assets... 1,727 1,794 Financial fixed assets... 1,329 37,719 Total fixed assets , ,392 Trade receivables... 6,995 9,901 Trade payables... (29,231) (46,516) Trade working capital (22,236) (36,615) Other receivables... 3,583 1,696 Other payables... (9,114) (6,865) Non trade working capital (5,531) (5,170) Total working capital (27,767) (41,785) Deferred tax... (2,629) (41,672) Provisions... (1,287) (149) Financial debt... (41,866) (84,460) Cash and cash equivalent... 43,258 29,537 Net debt... 1,391 (54,922) NET ASSETS , ,864 Fixed assets increased from million as of, 2010 to million as of June 30, 2011, and deferred tax liability from (2.6) million to (41.7) million. This resulted from the Purchase Price Allocation exercise, following the acquisition of edreams in 2010, as well as the issuance of a loan related to the Long Term Incentive plan of edreams employees accounted for within fixed assets. The recent transaction completed on, 2011 had limited impacts on the edreams Group balance sheet due to the Transaction structuring which only included a debt refinancing. Working capital decreased from (27.8) million as of, 2010 to (41.8) million as of, 2011 driven by business growth and by an increased proportion of full merchant activity for which the edreams Group processes the full transaction amount upfront. Net debt increased from (1.4) million as at 30 June 2010 to 54.9 million as at 30 June 2011 as a result of the acquisition of edreams by Permira in

21 Cash Flow of the edreams Group The following table summarizes the cash flow statement for the quarters ended, 2011 and edreams Group 2010 Sp. GAAP 2011 IFRS Var. Net Profit /(Loss)... 3,600 1,451 (59.7)% Depreciation and amortization... 1,322 3, % Income tax... 1,352 2, % Income tax paid... (571) (2,389) 318.6% Finance Income /(Loss) , % Other non cash items n.a. Change in working capital... 2,202 3, % Net cash from operating activities... 8,901 9, % Net cash flow from /(used) in investing activities... (1,179) (1,566) 32.8% Net cash flow from /(used) in financing activities... (1,111) (936) (15.7)% Net increase / (decrease) in cash and cash equivalent ,611 7, % Cash and cash equivalents at beginning of period... 35,886 22,210 (38.1)% Effect of foreign exchange rate changes (159) n.a. Bank overdraft n.a. Cash and cash equivalents at end of period ,258 29,538 (31.7)% Cash generation for the quarter ended, 2011 amounted to 7.5 million as compared to 6.6 million in Cash generated from operating activities amounted to 10.0 million for the quarter ended June 2011 compared to 8.9 million generated during the same quarter last year. This was mainly driven by a favorable EBITDA combined with a positive change in working capital. Decrease in working capital related to volume growth and increasing proportion of the full merchant model for which the edreams Group processes the full transaction amount upfront and consequently generates more cash. Cash from operating activities also included income tax advances for 2.4 million as compared to 0.6 million last year. Capital expenditure amounted to 1.6 million and mainly consisted in IT software development and infrastructure. 21

22 Opodo Financial statements for the quarter ended, 2011 For clarity purposes, comments on the income statements of the Opodo Group included hereunder are presented in a manner consistent with the presentation of the income statement items of the Offering Memorandum, except for dynamic packages which were accounted for on a gross basis in the Offering Memorandum and on a net basis in the following tables. Key operating metrics The following table sets forth key metrics of the Opodo Group for the quarters ended June 30, 2011 and Opodo Group IFRS Var. Gross bookings , , % Revenue margin... 26,588 30, % EBITDA... 7,876 14, % Recurring (1) EBITDA... 8,799 10, % (1) Recurring EBITDA calculation is detailed in appendix. For the year ended March 2010, and in line with the offering memorandum, the recurring EBITDA has not been calculated at Opodo level The following table sets forth gross bookings for the flight and non-flight businesses of the Opodo Group for the quarters ended, 2011 and Opodo Group Var. Gross bookings (1) Flight , , % Non Flight (2)... 35,939 49, % Gross bookings , , % (1) Gross bookings is a non-gaap measure. (2) Non-flight revenue includes revenue from hotels, car rentals, train and bus tickets, packages (including insurance related to these products) and from certain other ancillary revenues, such as advertising campaigns on our websites, commissions we receive from partners under white label agreements, incentives we receive from credit card companies and charges on toll calls. 22

23 The following table sets forth the Opodo Group revenue margin for the quarters ended June 30, 2011 and Opodo Group IFRS Var. Total revenue... 26,588 30, % Less Cost of Sales n.a. Revenue margin... 26,588 30, % Results of the operations of the Opodo Group The following table sets forth certain historical revenue and expense items of the Opodo Group under IFRS for the quarters ended, 2011 and Opodo Group IFRS Var. Total revenue... 26,588 30, % Less Cost of Sales n.a. Revenue margin... 26,588 30, % Operating expenses (18,713) (16,398) (12.4)% EBITDA ,876 14, % Depreciation and amortization... (126) (176) 39.8% Net Operating Profit /(Loss)... 7,750 13, % Finance Income /(Loss)... (185) (100) n.a. Profit /(Loss) before tax... 7,565 13, % Income tax (5,533) n.a. Profit /(Loss)... 7,594 8, % Management discussion and analysis Opodo Group Over the first quarter 2011, Opodo Group generated strong EBITDA growth driven by both top line and margin expansion. 23

24 Revenue margin The following table sets forth revenue margin of the Opodo Group by product line for the quarters ended, 2011 and Opodo Group IFRS Var. Flight... 16,767 19, % Non Flight (1)... 9,821 10, % Revenue margin ,589 30, % (1) Non-flight revenue includes revenue from hotels, car rentals, train and bus tickets, packages (including insurance related to these products) and from certain other ancillary revenues, such as advertising campaigns on our websites, commissions we receive from partners under white label agreements, incentives we receive from credit card companies and charges on toll calls. Revenue margin for the Opodo Group increased by 3.9 million or 14.5% to 30.5 million for the quarter ended, Increase in revenue margin was primarily due to a 16.4% increase in flight revenue margin, from 16.8 million in 2010 to 19.5 million in This growth was mainly volume driven with a double digit growth in the number of bookings resulting from the following combined effects: An overall economic recovery across Nordic markets, which has led to a strong growth in the business travel activity A positive growth in the German market which has been less affected by the instability in North Africa as main destinations are Turkey, Spain or Greece Increased service fees charged to customers in selected countries. Non flight revenue margin increased by 1.1 million or 11.4% from 9.8 million in 2010 to 10.9 million in 2011 primarily due to: Strong performance in the Nordic markets with the successful launch of several dynamic packages and hotels offers, the recovery of the business travel segment, as well as the growth of the Conference&Event local business for corporate customers, The local Tour operator start-up in Germany, which grew steadily, combined with a growing demand in Dynamic packages, The impact of the volcano ash cloud in April which impacted last year s performance. Operating expenses to EBITDA Over the quarter, operating expenses decreased by 2.3 million or 12.4% to 16.4 million primarily attributable to some one-off effects restated in the recurring EBITDA: (i) the gain in 2011 of 3.8 million related to the disposal of shares (Travellink, Opodo Italy) to Lyparis in the context of the legal structure reorganization which took place as part of the Transaction completed on, 2011 with no cash impact and (ii) some transaction related expenses incurred in 2010 for 0.9 million. 24

25 Excluding these effects, operating expenses increased by 2.5 million or 13.9% which remained below the revenue margin trend. These consisted in: Personnel expenses increase, for the quarter ended, 2011 which was mainly attributable to the strengthening of both commercial (namely in the Nordic markets) and call center operations, to sustain increasing demand and volumes. An increase in marketing costs, and other variable costs associated to increasing volumes. Recurring EBITDA increased by 1.4 million to reach 10.2 million. Expenses below EBITDA Depreciation and amortization increased by 0.1 million, to 0.2 million for the quarter ended, Taxation Income tax increased by 5.6 million mainly attributable to the deferred tax variation. 25

26 Balance sheet of the Opodo Group (IFRS) The following table summarizes the balance sheet as at, 2011 and Opodo Group IFRS As at (in thousand ) Goodwill Other intangible assets ,141 Tangible fixed assets Financial fixed assets ,829 Total fixed assets ,473 76,790 Trade receivables... 25,722 39,667 Trade payables... (94,889) (89,709) Trade working capital (69,167) (50,042) Other receivables... 70,193 88,733 Other payables... (10,883) (41,725) Non trade working capital ,309 47,007 Total working capital (9,858) (3,035) Deferred tax... 6,399 56,321 Provisions Other long term assets... 7,021 1,512 Other long term liabilities... (187) (793) Financial debt... - (43,344) Cash and cash equivalent... 23,110 52,889 Net debt... 23,110 9,545 NET ASSETS , ,341 Balance sheet as at, 2011 includes all transaction entries related to the Transaction completed on, Nevertheless, some consolidation entries (namely the Purchase Price Allocation exercise to be performed within the year following the transaction) have not been included in the Opodo Group balance sheet. Fixed assets increased from 1.5 million as at, 2010 to 76.8 million as at, This resulted from the sale of Travellink and Opodo Italy s shares to Lyparis and the acquisition of LyEurope s shares in the context of the legal structure reorganization which took place as part of the Transaction. Deferred tax asset increased from 6.4 million as at 30 June 2010 to 56.3 million as at 30 June 2011 due to Opodo Ltd tax losses capitalization, only partly recognized last year. Working capital increased from (9.9) million as at, 2010 to (3.1) million as at June 30, 2011 driven by volume growth, partly offset by the change in other receivables which mainly reflects the end of the cash pooling agreement with Opodo s former parent company. 26

27 Net cash decreased from 23.1 million as at, 2010 to 9.5 million as at June, Note that net cash generated over the 2011 quarter is not comparable with 2010 since the acquisition of the Opodo Group has been undertaken on a cash free / debt free basis. Please note that 16 million, 25 million and 2.3 million have been drawn by Opodo Ltd and Travellink, under the Revolving Credit Facilities in order to finance working capital needs. Cash Flow of the Opodo Group (IFRS) The following table summarizes Opodo Group consolidated cash flow statement for the quarters ended, 2011 and Opodo Group IFRS Var. Net Profit /(Loss)... 7,594 8, % Depreciation and amortization % Income tax... (29) 5,533 n.a. Income tax paid (36) n.a. Finance Income /(Loss) (45.7)% Other non cash items... - (3,607) n.a. Change in working capital... 2,174 (7,923) n.a. Net cash from operating activities... 10,233 2,488 (75.7)% Net cash flow from /(used) in investing activities... (415) 1,047 n.a. Net cash flow from /(used) in financing activities ,344 n.a. Net increase / (decrease) in cash and cash equivalent ,817 30, % Cash and cash equivalents at beginning of period ,293 22, % Cash and cash equivalents at end of period ,110 52, % Cash generated by Opodo operations for the quarter ended, 2011 amounted to 2.5 million. As previously mentioned, the cash pooling balance with Amadeus was accounted for within working capital. The Transaction completed on, 2011 has been undertaken on a cash free / debt free basis, which led to a change in net cash from operating activities. Other non cash items for (3.6) million mainly related to the counterparty of the gain following the disposal of both Travellink and Opodo Italy shares which has no cash impact and should be eliminated at consolidated level. As explained in the balance sheet section, net cash inflow from financing activities is related to respectively 25 million and 2.3 million drawn by Opodo Ltd and Travellink on,

28 LuxGEO sarl also drew 16m of the Revolving Credit Facilities to pay for part of the cash that Amadeus left on Opodo s balance sheet at closing of the Transaction (the remaining part, 11.5 million please refer to Proforma net debt table within the Transaction section will be paid to Amadeus before December 2011). As part of the internal reorganization at closing, the 16 million were subsequently pushed down to Opodo. 28

29 Appendix 1 Reconciliation EBITDA and recurring EBITDA Go Voyages Group Go Voyages Group 2010 Fr. GAAP 2011 IFRS Var. (1) EBITDA... 4,406 6,937 n.a. Transaction related compensation n.a. Transaction related expenses n.a. Other non recurring items n.a. Recurring EBITDA... 4,621 7,129 n.a. (1) Please note that due to a change in accounting principles, 2011 and 2010 figures are not comparable. The change mostly relates to revenue recognition of regular flights now accounted for at booking date (previously accounted for at departure date). edreams Group edreams Group Sp. GAAP IFRS Var. EBITDA... 7,269 8, % Transaction related compensation n.a. Transaction related expenses n.a. Other non recurring items... (82) 188 n.a. Recurring EBITDA... 7,187 9, % Opodo Group Opodo Group IFRS Var. EBITDA... 7,876 14, % Transaction related compensation n.a. Transaction related expenses n.a. Other non recurring items (3,858) n.a. Recurring EBITDA... 8,799 10, % Other non recurring items of 3.8 million in 2011 are related to the disposal of shares (Travellink, Opodo Italy) in the context of the transaction structuring without cash impact. 29