Annual Report • Jul 16, 2010
Annual Report
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Annual Report 2009 Corrected and Updated Version
| in Euro m | 2009 | 2008 | Change in% |
|---|---|---|---|
| Sales | 64.0 | 50.7 | +26 |
| EBIT | 3.9 | 1.7 | +136 |
| EBITDA | 4.7 | 2.5 | +90 |
| EBT | 3.7 | 2.0 | +95 |
| Net income | 2.4 | 1.6 | +54 |
| Earnings per share | 0.37 | 0.24 | +54 |
| Balance sheet total | 43.5 | 36.9 | +18 |
| Equity | 23.2 | 20.8 | +11 |
| Liquid assets | 14.7 | 15.9 | -8 |
| Liabilities | 18.8 | 14.7 | +28 |
| Loans | 0.0 | 0.0 | -/- |
| Cash flow from operating activities | -0.1 | 5.6 | -/- |
| Investments | 1.2 | 0.9 | +27 |
| Free cash flow | -1.3 | 4.7 | -/- |
| Orders on hand | 30.3 | 31.1 | -3 |
| Employees as of 31 Dec | 284 | 265 | +7 |
| Personnel costs | 22.2 | 18.8 | +18 |
secunet Security Networks AG is among the leading specialists for IT security in Germany and Europe. We focus on complex projects, large infrastructures and high security. Our customers include companies, authorities and international organisations.
We see ourselves as a security partner for our customers, and in return for their trust we offer reliability and a sense of responsibility. We cultivate strategic, long-term partnerships as one of the cornerstones of our business success.
With our comprehensive know-how, we set benchmarks for IT security in the market. We deliver innovative solutions for the most demanding requirements, tailored to the needs of our customers. In doing so, we offer a service partnership that goes beyond our customers' expectations.
Our strong market position is built on many years of experience and expertise. At the same time, our claim is always to stay one step ahead of the competition in terms of technology and quality. Thanks to the creativity and motivation of our employees, we are able to meet this challenge in the market on a lasting basis for the benefit of our customers.
The profitability of our business – that is, long-term, profitable growth – is the key to our durability. It reinforces the trust of our customers in secunet as a company, ensures long-term, challenging positions for our employees, and creates sustainable added value for our shareholders.
| Foreword | 5 |
|---|---|
| Report of the Supervisory Board | 8 |
| The secunet share | 14 |
| Corporate Governance – Reporting on Corporate Governance |
18 |
| Consolidated Management Report | 24 |
| Business and basic conditions | 25 |
| Development of earnings | 31 |
| Investment | 33 |
| Financial and asset situation | 34 |
| Employees | 35 |
| Supplementary report – Significant events | |
| after the end of the fiscal year | 36 |
| Risk report | 36 |
| Forecasts | 39 |
| Consoldated Financial Statements | |
|---|---|
| (IFRS) | 42 |
| Consolidated Balance Sheet | 42 |
| Consolidated Income Statement | 44 |
| Consolidated Cash Flow Statement | 45 |
| Consolidated Statement of Changes in Equity 46 | |
| Notes | 47 |
| Responsibility Statement | 84 |
| Report of the independent auditors on the Consolidated Financial Statements 85 |
|
| Financial Statements of secunet AG | |
| (HGB) | 86 |
| Balance Sheet | 86 |
| Income Statement | 87 |
| Development of Fixed Assets | 88 |
| Notes | 90 |
| Executive bodies | 95 |
| Responsibility Statement | 97 |
|---|---|
| Report of the independent auditors of the Annual Financial Statements |
98 |
| Service | 99 |
| secunet offices | 99 |
| Financial calender | 100 |
| Information/Imprint | 101 |
This 2009 Annual Report is a corrected and updated version of the 2009 Annual Report which was published on 19 March 2010. Following publication, secunet Security Networks AG identified a need for correction in relation to the Annual Financial Statements of its Czech subsidiary, secunet s.r.o. in Prague. There was also a need to adjust the value of the receivables with secunet s.r.o. in the Annual Financial Statements of secunet Security Networks AG.
With the aim of achieving maximum transparency and ensuring comprehensive, up-to-date and relevant information is provided to recipients, secunet Security Networks AG decided to correct the Annual Financial Statements and the Consolidated Financial Statements for the 2009 financial year and also to update the summarised Management Report for the Group and the Company and the Report of the Supervisory Board accordingly.
This 2009 Annual Report comprises the corrected and updated versions of the Annual Financial Statements and Consolidated Financial Statements as well as the summarised Management Report and the Report of the Supervisory Board for the 2009 financial year. In order to provide all the information which is of interest to recipients, the corrected and updated statements and reports also include the deviations resulting from the corrections for previous financial years .
This corrected and updated 2009 Annual Report replaces the version published on 19 March 2010.
supervisory Board Share Corporate Governance
5 Foreword Management report Consolidated Financial Statements Financial Statements AG Service
in 2009, secunet defied the global financial and economic crisis and notched up one of the most successful financial years in its history.
From what was an already high figure in the previous year, the secunet Group managed to achieve a further sharp rise in sales in financial year 2009, up 26% to Euro 64.0m after a figure of Euro 50.7m the previous year. This is the highest revenue ever achieved in the company's history.
The public sector continues to be the main revenue driver: 13 years after it was founded, secunet is an established and accredited supplier in the public sector. More than 85% of revenue was generated in the Public Sector division. The global financial and economic crisis meant that investments by companies in their IT security were deferred or withdrawn altogether. Our Private Sector division, which addresses the needs of private sector companies, did not grow as a result. However, this detrimental effect was more than offset by improvements in the Public Sector. For this reason, we can look back on a fouryear growth trend overall. In an area that is highly dependent on budgetary trends and in which a large part of the business is realised with projects, this is an outstanding success.
The positive increase in revenue was accompanied by an even sharper rise in operating profit: we more than doubled earnings before interest and tax (EBIT) between 2008 and 2009, which climbed by Euro 1.7m or 136% to Euro 3.9m. This steep rise was made possible because secunet realised economies of scale owing to high order volumes and the associated capacity utilisation. Against the background of the continued sharp rise in revenue, we are especially proud of this improvement in profits.
The high volume of business, good capacity utilisation and resulting improved earnings situation of secunet Security Networks AG is the result of a large number of orders which, all in all, we concluded to the complete satisfaction of our customers. Larger orders, however, continue to remain decisive for our business and its future growth. These include orders from framework agreements in the Government business unit, from large-scale procurements in the High Security business unit, and as part of major infrastructure projects in Germany.
Also of key significance for secunet's sustainable growth is the expansion of its foreign operations. There was a slight backward trend in 2009 under the impact of the global financial and economic crisis, although in the medium term we expect to see further strong increases.
With the exception of the IT High Security business unit, in which the number of providers is limited due to admission regulations, secunet continues to operate in a highly competitive market environment. Faced with this strong competition, and given its positioning as a small-to-medium-sized business located in Germany, secunet has succeeded in making a name for itself almost exclusively by virtue of its outstanding technological competence. Our products and solutions have all arisen – and matured – out of many years of experience in IT security, biometrics or other areas of application. Our customers appreciate this solid track record, as is demonstrated by their continued loyalty and trust. In particular, the security partnership we have maintained with the German Federal Government for the past six years is recognition to our technological capacity and the high esteem our services are held in by our clientele.
We attribute our success to two key factors: our prudent approach in what is a highly dynamic environment and our uncompromising focus on IT security. Our most important asset in this task is our team of highly skilled and professional employees and the special dedication, integrity and loyalty they show in resolving complex issues and bringing projects to a successful conclusion. They are an intrinsic part of our shared success, and I would like to take this opportunity to say thank you on behalf of the entire secunet Security Networks AG Management Board.
After the company published the 2009 Annual Report with the Annual and Consolidated Financial Statements as at 31 December 2009 on 19 March 2010, we found a need to make corrections in respect of our Czech subsidiary secunet s.r.o., Prague, mainly relating to receivables and assets. The Management Board responded by immediately replacing the management of secunet s.r.o. and launching a full and comprehensive investigation into the circumstances, effects and consequences of the situation. The Management Board also enlisted the help of external experts KPMG AG Wirtschaftsprüfungsgesellschaft for this purpose.
As a result of this detailed investigation, we found that the actual asset and earnings position of secunet s.r.o. was significantly worse than described in the audited and certified Separate Financial Statements of secunet s.r.o. as at 31 December 2009. This in turn led to an impairment of around Euro 502,000 in the receivables of secunet Security Networks AG with the Czech subsidiary. In the interests of providing transparent, comprehensive and up-to-date information for all recipients of the Financial Statements, the Supervisory Board and Management Board of secunet Security Networks AG decided immediately to correct the 2009 Annual and Consolidated Financial Statements of secunet Security Networks AG and to produce a corrected and updated version of the 2009 Annual Report.
As things stand we can rule out any further need for correction in the future. Moreover, the need for correction at our Czech subsidiary has had no notable impact on the group's revenue and earnings plans for financial year 2010, nor on its longerterm prospects.
supervisory Board Share Corporate Governance
7 Foreword Management report Consolidated Financial Statements Financial Statements AG Service
Continuity and sustainability form the basis of our business. secunet can count on these qualities with regard to its stakeholders, who are first and foremost our customers and partners with whom we enjoy committed and long-standing relationships. They are also our employees, who have loyal ties to
left to right: Thomas Koelzer, Dr Rainer Baumgart, Thomas Pleines
the company. And last but not least they are our shareholders: major shareholder Giesecke & Devrient, who this year raised its stake in our company on the basis of its positive outlook for our future development and the high number of shareholders who have been placed their trust in us over the years.
2009 was marked by strong growth. We intend to pursue our business strategy to ensure that secunet will grow and achieve an appropriate level of profitability. At the end of 2009, our order books showed a similarly high inventory as at the end of 2008. Consequently, we are just as optimistic for 2010 as we were when looking ahead to 2009.
The fundamental, long-term general conditions for profitable growth are in place. At the time of writing this Annual Report, we forecast an equalisation of growth drivers and growth-inhibiting forces for the current year 2010. The financial and economic crisis and the long-term, negative effects it has had on budgets and investment decisions in the private sector will continue to have an adverse impact. The tense economic environment is being compounded by the debate surrounding the consolidation of public finances. We are working on the assumption that this will result in stagnating purchasing levels, and therefore anticipate the same level of revenue and income for 2010 as in the previous year. From 2011, we expect the situation to pick up again and forecast sales and earnings to grow by around 10%.
Yours sincerely
Dr Rainer Baumgart
in financial year 2009, the Supervisory Board of secunet Security Networks AG performed in full and with great care the duties assigned to it by law and by the company's Articles of Association. It regularly advised the Management Board on the management of the company and supervised its conduct of business on an ongoing basis. The Supervisory Board was directly involved in all decisions that were of fundamental importance to the company. It requested regular, prompt and comprehensive information from the Management Board, both in writing and verbally, on the business performance of secunet Security Networks AG and the consolidated group of companies, relevant issues regarding the company's strategic direction and the status of implementation of the strategy.
The Supervisory Board, in exercising its supervisory and advisory function, took all necessary measures in those matters requiring that the Supervisory Board be informed or give its consent. In doing so, it supported the Management Board, in an advisory capacity, in the implementation of the company's strategy and of the associated measures. Wherever this was required by the provisions of the law and of the Articles of Association, the Supervisory Board voted, after thorough examination and consultation, on the reports and proposed decisions of the Management Board.
The Chairman of the Supervisory Board was kept up to date on the business situation and key business transactions. He also discussed the strategic direction of the group, business performance and risk management in separate meetings held with the Management Board on a regular basis.
The Supervisory Board has mainly based its examination on
Each of the reports was submitted to all members of the Supervisory Board. Where the Management Board submitted business measures to the Supervisory Board for approval, the Supervisory Board's copy was in each case accompanied by a presentation of the main points to be considered in taking a decision. During financial year 2009, the Supervisory Board again saw no occasion for individual members of the Supervisory Board or particular experts to inspect or examine the books or records of the company. Within the context of its supervisory activities, the Supervisory Board was briefed on individual business processes over the past financial year through the assistance of external experts.
supervisory Board Share Corporate Governance
9 Foreword Management report Consolidated Financial Statements Financial Statements AG Service
Four ordinary meetings of the Supervisory Board were held in the past financial year; these took place on 27 March, 27 May, 11 September and 25 November 2009. The Management Board also kept the Supervisory Board informed about projects and plans of particular importance to the company in the periods between the meetings, by means of detailed written reports.
In all of the meetings, the Supervisory Board addressed the current business performance of secunet Security Networks AG. It also dealt with all relevant issues concerning business planning, investment planning, earnings and liquidity, the risk situation and risk management, and key organisational and personnel changes.
In its financial statements review meeting on 27 March 2009, the Supervisory Board focused on the Annual Financial Statements and Consolidated Financial Statements for financial year 2008 and on preparations for the Annual General Meeting on 27 May 2009. It examined in detail and approved the financial statement documents for financial year 2008 in the presence of the auditors. The Supervisory Board also approved the Supervisory Board report for financial year 2008 and the agenda for the Annual General Meeting on 27 May 2009. During the meeting on 27 March 2009 the Supervisory Board also undertook a self-evaluation of its activities and looked at possible ways in which the efficiency of these could be improved (examination of efficiency).
Dr Karsten Ottenberg
The focus of the second meeting of the Supervisory Board, which was held following the Annual General Meeting on 27 May 2009, was to review the proceedings of this Annual General Meeting, at which all members of the Supervisory Board had been re-elected. At this constitutive meeting of the Supervisory Board, Dr Karsten Ottenberg was elected as Chairman and Dr Wilhelm Wick as Deputy Chairman of the Supervisory Board. The new Chairman's Committee of the Supervisory Board, comprising the Supervisory Board's Chairman and Deputy Chairman and Dr Peter Zattler, was also constituted at this meeting.
In its meeting of 11 September 2009, the Supervisory Board addressed secunet Security Networks AG's strategy for the coming years. The discussion covered the internationalisation of the secunet Group, measures to further increase its earning power and individual strategic projects. At this meeting the Supervisory Board also dealt with the Management Board's schedule of responsibilities.
Annual planning for 2010 and medium-term business planning for the period from 2010 to 2012 were the focus of the meeting on 25 November 2009. As part of its corporate governance function, the Supervisory Board also dealt with corporate governance and risk management issues and approved the declaration of conformity in accordance with Section 161 of the German Stock Corporation Act (Aktiengesetz, AktG).
All members of the Supervisory Board were present at the meetings of 27 March and 27 May 2009, while one member was absent from each of the meetings of 11 September and 25 November 2009. There were no extraordinary meetings of the Supervisory Board.
On 9 July 2009, Giesecke & Devrient GmbH, Munich, announced its decision to submit a voluntary public tender offer to the shareholders of secunet Security Networks AG in respect of their shares. The associated offer document was published on 17 August 2009.
On 19 August 2009, the Management Board and Supervisory Board of secunet Security Networks AG published a joint statement on this voluntary public tender offer, in which they recommended that shareholders accept the offer. The Supervisory Board and Management Board had consulted and coordinated at length prior to the publication of this statement.
The Supervisory Board of secunet Security Networks AG has a three-member Chairman's Committee. The members of this committee are Dr Karsten Ottenberg, Chairman of the Supervisory Board, Dr Wilhelm Wick, Deputy Chairman of the Supervisory Board, and Dr Peter Zattler, Member of the Supervisory Board. At its meeting of 27 May 2009, the Chairman's Committee advised on Management Board personnel matters. All members attended the meeting of the Chairman's Committee.
supervisory Board Share Corporate Governance
11 Foreword Management report Consolidated Financial Statements Financial Statements AG Service
Following the publication of the 2009 Annual Report on 19 March 2010, secunet Security Networks AG found a need to make corrections with regard to the receivables and assets of its Czech subsidiary secunet s.r.o. in Prague. The Management Board informed the Supervisory Board of this immediately by telephone. After having been informed of the need for correction, the Supervisory Board was then briefed promptly and in full by the Management Board about the current status of the findings and investigations in several teleconferences. During these teleconferences, the measures and steps to be taken, including the immediate replacement of the management at secunet s.r.o. and the engagement of auditors KPMG AG to help with the investigations, were discussed.
In a meeting in person with auditors KPMG AG on 16 June 2010, the Supervisory Board reported on the results of its investigations and discussed them in detail with representatives from KPMG AG. Also in this meeting, the Supervisory Board held intense discussions with the Management Board, the auditors and the company's legal advisors about the impact that the corrections relating to secunet s.r.o. in the Annual and Consolidated Financial Statements of secunet Security Networks AG would have on the 2009 financial year. With the aim of achieving maximum transparency and ensuring comprehensive, upto-date and relevant information is provided to recipients of the Financial Statements, the Supervisory Board and the Management Board decided in this meeting to correct the Annual and Consolidated Financial Statements of secunet Security Networks AG for the 2009 financial year.
The Supervisory Board attaches particular importance to the German Corporate Governance Code and its implementation. In the reporting year, secunet Security Networks AG complied with the recommendations of the German Corporate Governance Code with few exceptions. On 25 November 2009, the Management Board and Supervisory Board submitted their declaration of conformity for financial year 2009 regarding the recommendations of the "Government Commission on the German Corporate Governance Code" in accordance with Section 161 of the German Stock Corporation Act. The declaration of conformity has been made permanently available to shareholders on the company's website and is also contained in the Corporate Governance Report that forms part of this 2009 Annual Report.
The Financial Statements prepared by the Management Board in accordance with the German Commercial Code (Handelsgesetzbuch, HGB) and the Consolidated Financial Statements prepared under IFRS for financial year 2009, including the bookkeeping system, and the summarised Management Report for the Group and the Company were audited by BDO Deutsche Warentreuhand Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Essen branch. The Supervisory Board awarded the audit mandate in accordance with the resolution passed by the Annual General Meeting of 27 May 2009. The auditors issued an unqualified opinion in both cases.
The auditors also examined the report on relationships with affiliated companies prepared by the Management Board for financial year 2009 in accordance with Section 312 of the German Stock Corporation Act and relating to the existing majority shareholding by Giesecke & Devrient GmbH, Munich, and issued the following unqualified opinion:
"Based on our audit and evaluation conducted in accordance with our professional duties, we hereby confirm that 1. the factual information contained in this report is correct, 2. the consideration provided by the company in respect of the legal transactions mentioned in the report was not inappropriately high."
The financial statement documents, the report on relationships with affiliated companies and the auditors' report were distributed to all members of the Supervisory Board without delay following their preparation. At the financial statements review meeting of 17 March 2010, the above financial statements and reports were comprehensively discussed and examined by the Supervisory Board in the presence of the auditors, who gave a report on the main findings of their audit.
Based on the final results of its own examination, the Supervisory Board had no objections to the Financial Statements, the summarised Management Report for the Group and the Company, the report on relationships with affiliated companies, including the final statement of the Management Board contained herein, or the auditors' report. The Supervisory Board therefore endorsed the findings of the audit and approved the Financial Statements of secunet Security Networks AG and the Group as at 31 December 2009 compiled by the Management Board.
As a result of the need for correction in relation to secunet s.r.o., the Supervisory Board and the Management Board decided on 16 June 2010 to correct the Annual Financial Statements of secunet Security Networks AG for the 2009 financial year. Following their preparation, the corrected, updated versions of the Annual Financial statements, the Consolidated Financial Statements and the summarised Management Report of the Group and the Company for the 2009 financial year were audited by BDO Deutsche Warentreuhand Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Essen branch, as part of the supplementary audit. The auditors issued an unqualified opinion in each case.
13 Foreword Management report Consolidated Financial Statements Financial Statements AG Service
supervisory Board Share Corporate Governance
The corrected and updated versions of the Annual Financial Statements, the Consolidated Financial Statements and the summarised Management Report for the Group and the Company for the 2009 financial year, and the supplementary report from the auditors were distributed to all the members of the Supervisory Board without delay following their preparation. At the Financial Statements review meeting of 14 July 2010, the corrected and updated Financial Statements and reports were comprehensively discussed and examined by the Supervisory Board in the presence of the auditors, who gave a report on the main findings of their supplementary audit. Based on the final results of its own examination, the Supervisory Board had no objections to the corrected and updated Financial Statements and reports. The Supervisory Board therefore endorsed the findings of the audit and approved the corrected and updated Financial Statements of secunet Security Networks AG and the Group as at 31 December 2009 compiled by the Management Board; the Financial Statements of secunet Security Networks AG are thus adopted as at 14 July 2010.
The Supervisory Board would like to thank all employees of secunet Security Networks AG and the members of the Management Board for their successful work.
Essen, 14 July 2010 The Supervisory Board
Dr Karsten Ottenberg
Following the hefty price slumps in 2007 and 2008, there were once again positive developments on the equity markets over the course of 2009. While the situation was still deemed to be catastrophic in the spring, indices picked up again from the middle of the year and began an unprecedented rally to recovery. For example, Germany's key DAX index put on 24% over 2009 as a whole. Other international financial centres posted a similar performance.
For many investors, 2009 thus turned out to be a surprisingly positive year on the stock markets. Strategists are now tending towards a rather more cautious approach in relation to 2010, while analysts expect to see a continued recovery dictated largely by general economic conditions. However, the widely varying forecasts make it clear just how differently individual institutions assess the situation on the market and point to an enduring high degree of uncertainty.
The secunet share closed 2009 with a good performance, rising by 81% from Euro 4.28 at the start of the year to Euro 7.75 at year-end. The market value of the company improved accordingly from Euro 27.8m to Euro 50.4m, by far outperforming the DAX. At the same time, the tech stocks represented in the Prime Technology All Share Index rose by 222%. The secunet share did not follow this market trend in the same way that it did not follow the sharp fall seen in the previous years.
On 9 July 2009, major shareholder Giesecke & Devrient (G&D), Munich, announced its decision to launch a voluntary public tender offer to the shareholders of secunet Security Networks AG. G&D had previously acquired the shareholding of what was until then the second biggest shareholder, RWTÜV AG (26.4% of share capital). The deadline for acceptance of the voluntary public tender offer from G&D closed on 30 September 2009. Since this date, G&D has held a 78.96% stake in secunet. secunet holds a further 0.47% of the shares (30,498 individual shares), while the remaining 20.57% are in free float.
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supervisory Board
Corporate Governance
Share
The average daily trading volume in the secunet share remains relatively low. In 2009, an average of 4,350 shares per day were traded on the Frankfurt stock exchange and on XETRA; in the previous year, the figure was higher at 4,830 shares. Like in previous years, the low turnover led to increased volatility, with prices fluctuating wildly as soon as demand or supply for secunet shares began to rise.
Some 77% of the company's share capital was represented at secunet Security Networks AG's Annual General Meeting in Essen on 27 May 2009. Each of the agenda items received more than 99% approval.
Investor relations plays a key role at secunet Security Networks AG which places huge emphasis on providing the public with up-to-date, comprehensive and consistent information. Transparency is a watchword.
secunet is committed to regular and open reporting, designed to provide our shareholders with comprehensive information on the activities and business performance of secunet Security Networks AG. In the year under review the Management Board presented the company to a wide audience at Deutsche Börse's German Equity Forum in November and in numerous face-to-face meetings with interested investors and analysts. Furthermore, the company showcased itself to interested investors at the CeBIT Investor Days in March and the Munich Capital Market Conference in June and December 2009.
All information published by secunet is posted on the company's website (www.secunet.com) as soon as possible. The website also contains financial reports and presentations and the current financial calendar. Shareholders and other interested parties can also contact Investor Relations by phone on +49 201 54 54-12 34 or via e-mail at investor.relations@ secunet.com for further information.
| secunet share information | |
|---|---|
| Reuters | YSNG.DE |
| Bloomberg | YSN |
| WKN | 727650 |
| ISIN | DE0007276503 |
| Class of share | Ordinary bearer shares with no par value |
| Share capital in Euro | 6,500,000 |
| Share capital in units | 6,500,000 |
| secunet | Prime Technology All Shares |
|---|---|
| Euro 4.28 | 85.45 |
| Euro 27,820,000 | |
| Euro 7.75 | 274.94 |
| Euro 50,375,000 | |
| +81.0% | +221.8% |
| 4.350 | |
| Euro 3.20 | |
| Euro 8.47 | |
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supervisory Board Share Corporate Governance
| 2008 performance | secunet | Prime Technology All Shares |
|---|---|---|
| Price at start of year (2 Jan 2008) | Euro 5.00 | 298,95 |
| Market capitalisation at start of year | Euro 32,500,000 | |
| Price at end of year (30 Dec 2008) | Euro 4.60 | 98.94 |
| Market capitalisation at end of year | Euro 29,900,000 | |
| Performance | -8.0% | -66.9% |
| Average daily trading volume (XETRA and floor trading) |
4,830 | |
| Lowest closing price (8 Dec 2008) | Euro 3.10 | |
| Highest closing price (6 May 2008) | Euro 5.71 | |
Reporting on Corporate Governance
Effective and transparent Corporate Governance is very important at secunet Security Networks AG. The company's Management Board and Supervisory Board are convinced that good Corporate Governance is key to the success of the company. As part of this, the Management Board and Supervisory Board regularly monitor the implementation of the German Corporate Governance Code at secunet Security Networks AG on the basis of statutory requirements and the German Corporate Governance Code issued by the Government Commission.
In financial year 2009, the Management Board and Supervisory Board of secunet Security Networks AG once again carefully deliberated the recommendations and proposals of the German Corporate Governance Code, and particularly the new requirements introduced on 18 June 2009. The declaration of conformity set out below regarding the German Corporate Governance Code was agreed on the basis of these deliberations. It is published permanently on our website and constantly updated to reflect any amendments.
In accordance with Item 3.10 of the German Corporate Governance Code and Section 289a of the German Commercial Code (Handelsgesetzbuch, HGB), the Management Board and Supervisory Board give the following report:
As a German public company limited by shares, secunet Security Networks AG is subject to German company law and therefore has a dual management and supervisory structure consisting of a three-member Management Board and a six-member Supervisory Board. The Management Board and Supervisory Board work together closely and on a basis of trust in their management and supervision of the company.
The Supervisory Board supervises and advises the Management Board in the management of the company. At regular intervals, the Supervisory Board discusses business performance and planning, as well as strategy and its implementation. It discusses quarterly reports and approves the Annual Financial Statements of secunet Security Networks AG and the consolidated group, taking into consideration the audit reports prepared by the independent auditors and its own examination. The Supervisory Board monitors the accounting process, the effectiveness of the internal control system, risk management and internal audit, as well as the auditing of the financial statements. Its tasks and responsibilities also include appointing members of the Management Board. Management Board decisions of fundamental importance, such as major acquisitions, disposals and financial measures, require the consent of the Supervisory Board. An extraordinary meeting of the Supervisory Board is convened as and when necessary should significant events arise. The Supervisory Board has drawn up rules of procedure for its work. Its Chairman coordinates the work carried out within the Supervisory Board, chairs its meetings and represents its interests externally.
In accordance with the Articles of Association, the Supervisory Board of secunet Security Networks AG comprises six members. These members were elected individually at the Annual General Meeting held on 27 May 2009, in compliance with the recommendations of the German Corporate Governance Code. The knowledge, skills and professional experience
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required to fulfil the remit are taken into account when drawing up the nominations for election to the Supervisory Board. There is a sufficient number of independent members on the Supervisory Board who have no commercial or personal relationship with the company or its Management Board. The Supervisory Board has a term of office of four years. Its current term of office is due to end at the Annual General Meeting in 2013.
The Supervisory Board has formed a Chairman's Committee. This is made up of the Chairman of the Supervisory Board, the Deputy Chairman of the Supervisory Board and a further member of the Supervisory Board chosen by Supervisory Board members. The role of the Chairman's Committee is to discuss Management Board personnel matters and prepare the corresponding resolutions of the Supervisory Board. In particular, the Chairman's Committee makes proposals for the appointment of Management Board members, including the principles governing the conditions of the employment contracts and the structure and level of Management Board members' remuneration.
No other committees have been formed by the Supervisory Board. As the Supervisory Board of secunet Security Networks AG consists of six members, it is ensured that the plenary Supervisory Board works efficiently.
The Management Board, as the body responsible for managing the company, conducts the company's business under its own responsibility and in the company's interests in the aim of increasing the value of the company on a sustainable basis. In particular, it determines the principles of the company's policy and is also responsible for developing the company's strategy, for planning and setting the company's budget, for allocating resources, and for controlling and managing the company's business divisions and business units. The Management Board is responsible for preparing the company's quarterly financial statements, the annual financial statements of secunet Security Networks AG and consolidated financial statements for the group.
The Management Board works closely with the Supervisory Board. It informs the Supervisory Board regularly, comprehensively and without delay of all issues important to the company as a whole with regard to strategy and strategy implementation, planning, business performance, the financial and earnings situation, and entrepreneurial risks.
Good Corporate Governance also means that the company must take a responsible approach to risk. Systematic risk management as part of our value-oriented group management ensures that risks are identified and evaluated at an early stage, and that the risk position is optimised. Details of risk management at secunet Security Networks AG are given in the Management Report. This also contains the report required under the German Accounting Law Modernisation Act (Bilanzrechtsmodernisierungsgesetz, BilMoG) on the key characteristics of the internal control and risk management system relating to accounting.
secunet Security Networks AG reports to its shareholders four times a year on business performance and on the financial and earnings situation, and makes all reports and information permanently available to shareholders on the company's website at www.secunet.com
The shareholders of secunet Security Networks AG may exercise their rights, including voting rights, at the Annual General Meeting. The Annual General Meeting takes place in the first eight months of the financial year. Ahead of the Annual General Meeting, shareholders receive comprehensive information about the past financial year and about the individual items on the agenda of the upcoming meeting by way of the Annual Report and invitation to the Meeting. All relevant documents and information on the Annual General Meeting, together with the Annual Report, are also available on our website.
Shareholders are regularly notified about important dates by means of a financial calendar published in the Annual Report and quarterly reports and on the company's website.
Further detailed information about secunet Security Networks AG is available on our website at www.secunet.com
The Articles of Association of secunet Security Networks AG, the current declaration of conformity, the declarations of conformity for previous years and further corporate governance documents can be found online at www.secunet.com under The Company /Investor Relations /Corporate Governance.
Since 2008, a Code of Conduct summarising the business principles of secunet Security Networks AG has been in place for the company and its employees. These principles are a crucial part of how secunet Security Networks AG sees itself, and of the expectations it sets out to meet. The Code of Conduct is a set of standards for dealing with all the economic, legal and moral challenges that we face in our day-to-day business activities and is intended as a benchmark and guide when working with customers, suppliers and other business partners, and for our conduct towards our competitors. It also governs our conduct in financial matters and trading in secunet shares, their derivatives and other financial instruments. The company has set up a compliance unit to handle questions arising in connection with the Code of Conduct. The employees of secunet Security Networks AG strive to achieve the goals of the company and the goals agreed within the scope of their duties in accordance with the Code of Conduct.
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Financial Statements AG
Consolidated Financial Statements
secunet Security Networks AG complies with statutory regulations and the recommendations of the German Corporate Governance Code and discloses the remuneration of each individual member of the Management Board. In this Annual Report (more specifically, in the remuneration report, which forms part of the Management Report) we detail the remuneration of the members of the Management Board and of the Supervisory Board.
Section 15a of the German Securities Trading Act (Wertpapierhandelsgesetz, WpHG) requires members of the Supervisory and Management Boards and comparable executives of secunet Security Networks AG to disclose transactions in secunet shares or related financial instruments, where the sum total of such transactions reaches Euro 5,000 within a single calendar year. Natural persons and legal entities closely related to the above persons are subject to the same obligation. Directors' Dealings disclosures are also published on our website under Investor Relations.
| Date of disclosure |
Person with duty to disclose |
Type of transaction |
Type of financial instrument | Number of units traded |
Market value |
|---|---|---|---|---|---|
| 5 Oct 2009 | Thomas Koelzer | Sale | secunet share | 2,000 | Euro 11,400 |
| 5 Oct 2009 | Ingo Baumgart | Sale | secunet share | 11,000 | Euro 62,700 |
No member of the Management Board or Supervisory Board owns more than 1% of the shares, or financial instruments related to the shares, of the company. The members of the Management Board and Supervisory Board jointly own no more than 1% of the shares of the company.
secunet Security Networks AG prepares its Consolidated Financial Statements and Consolidated Interim Financial Statements in accordance with the International Financial Reporting Standards (IFRS). The Annual Financial Statements of secunet Security Networks AG are prepared in accordance with German commercial law (Handelsgesetzbuch, HGB). The Annual and Consolidated Financial Statements are compiled by the Management Board and audited by the auditors and the Supervisory Board. Interim reports and the half-year report are discussed by the Management Board and Supervisory Board prior to their publication.
secunet Security Networks AG's Consolidated and Annual Financial Statements have been audited by BDO Deutsche Warentreuhand Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Essen branch, the auditors appointed by the 2009 Annual General Meeting. These audits were performed in accordance with German auditing regulations and with due consideration for the generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer (IDW); the International Standards on Auditing were also observed. They also covered risk management and compliance with corporate governance reporting obligations in accordance with Section 161 of the German Stock Corporation Act (Aktiengesetz, AktG).
It was also contractually agreed with the auditors that they would inform the Supervisory Board without delay of any potential grounds for exclusion or bias and of any findings and occurrences of significance that came to light during the audit. There was no cause for the auditors to do so within the context of the audits for financial year 2009. The condensed consolidated interim financial statements and the interim group management report as at 30 June 2009 were subjected to an auditor's review.
The Management Board and Supervisory Board of secunet Security Networks AG have issued the following declaration of conformity regarding the recommendations of the Government Commission on the German Corporate Governance Code according to Section 161 of the German Stock Corporation Act (Aktiengesetz, AktG). The declaration of conformity can also be found on secunet Security Networks AG's website under The Company /Investor Relations /Compliance & Corporate Governance.
secunet Security Networks AG complies with the recommendations of the Government Commission on the German Corporate Governance Code as amended in the version in force on 18 June 2009 and published by the German Ministry of Justice in the official part of the Electronic Federal Gazette, with the following exceptions:
Explanation: The secunet Supervisory Board conducts its business with the utmost sense of responsibility. An excess would not give rise to any additional improvement or incentive.
Explanation: It is not currently necessary to set an age limit for the Management Board members at secunet due to the ages of said members (years of birth: 1954, 1964 and 1966).
23 Foreword Management report Consolidated Financial Statements Financial Statements AG Service
Explanation: The Supervisory Board consists of six members. Due to the number of Supervisory Board members and the composition of the Supervisory Board, setting up a separate Audit Committee would not increase the efficiency of the work performed by the Supervisory Board in relation to accounting, risk management, compliance and the auditing of the financial statements.
Explanation: The Supervisory Board of secunet Security Networks AG consists of only six members. All members are elected by the shareholders. An additional Nomination Committee has therefore not been set up.
Explanation: The remuneration of the members of the Supervisory Board can be laid down in the Articles of Association or approved by the Annual General Meeting. secunet Security Networks AG's Articles of Association do not provide for performance-related remuneration on the part of the members of the Supervisory Board. In addition, the Annual General Meeting has not approved any performance-related remuneration for the members of the Supervisory Board.
Explanation: As the members of the Supervisory Board only receive fixed remuneration, which is also laid down in the company's Articles of Association, an individual breakdown of the remuneration received by the Supervisory Board members is not required in the Corporate Governance Report.
Explanation: Due to the correction of the Financial Statements of the Czech subsidiary secunet s.r.o. and the potential correction of the Annual Financial Statements for the 2009 financial year of secunet Security Networks AG, the deadline for the publication of interim reports for the quarterly report of 31 March 2010 was exceeded on one occasion. In future, the company intends to publish its financial reports – as in the past – within the recommended time limits.
secunet Security Networks AG Essen, 15 June 2010
The Management Board The Supervisory Board
Consolidated Management Report Report on the Position of the Company and the Group
| 1. B | usiness and basic conditi ons |
25 |
|---|---|---|
| 1.1. | Group structure and business activities | 25 |
| 1.1.1. | Business activities and business units | 25 |
| 1.1.2. | Group and organisational structure, locations | 25 |
| 1.1.3. P | roducts and services | 26 |
| 1.1.4. | Key sales markets | 26 |
| 1.1.5. | Management and control – Reference to the Declaration of Corporate Governance in line with Section 289a (1) of the German Commercial Code (Handelsgesetzbuch, HGB) |
26 |
| 1.1.6. | Remuneration report | 26 |
| 1.1.7. | Information and explanatory report provided by the Management Board in line with Section 289 (4) and Section 315 (4) of the German Commercial Code (Handelsgesetzbuch, HGB) |
28 |
| 1.1.8. | Management Board report in line with | |
| Section 312 (3) of the AktG | 29 | |
| 1.2. | Corporate management and strategy | 29 |
| 1.2.1. | Internal control system | 29 |
| 1.2.2. | Strategy | 29 |
| 1.3. | Research and development | 30 |
| 1.4. O | verview of business performance | 30 |
| 1.4.1. | Macroeconomic environment | 30 |
| 1.4.2. P | rospects for the sector | 30 |
| 2. R | esults of operati ons |
31 |
| 2.1. | Revenue performance | 31 |
| 2.2. | Earnings performance | 32 |
| 2.3. O | rder book | 33 |
| 3. Ca | pita l expendit ure |
33 |
|---|---|---|
| 4. Fi | nancial positi on and net assets |
34 |
| 5. E | mployees | 35 |
| 6. Sig t |
nificant events after he balance sheet dat e |
36 |
| 7. Ri | sk report | 36 |
| 7.1. | Risk management objectives and methods | 36 |
| 7.2. | Individual risks | 36 |
| 7.2.1. | Competitive environment | 36 |
| 7.2.2. | Customer structure | 36 |
| 7.2.3. | Development risks | 37 |
| 7.2.4. | Sales structure risk | 37 |
| 7.3. | Description of the key features of the internal control and risk management system in relation to the Group accounting procedure (Sections 289 (5) and 315 (2) Clause 5 HGB) |
37 |
| 7.3.1. | Elements of the internal control and risk management system |
37 |
| 7.3.2. U | se of IT systems | 38 |
| 7.3.3. | Specific Group accounting-related risks | 38 |
| 7.3.4. | Key regulatory and controlling activities for ensuring the correctness and reliability of Group accounting |
38 |
| 7.3.5. | Restrictive details | 38 |
| 8. F | orecasts | 39 |
Management report
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This summarised Management Report for the Group and the Company for 2009 is a corrected and updated version of the Management Report for 2009 published on 19 March 2010. Following its publication, secunet Security Networks AG found a need for correction in relation to the Annual Financial Statements of its Czech subsidiary secunet s.r.o. in Prague. There was also a need to adjust the value of the receivables with secunet s.r.o. in the Annual Financial Statements of secunet Security Networks AG.
With the aim of achieving maximum transparency and ensuring comprehensive, up-to-date and relevant information is provided to recipients, secunet Security Networks AG decided to correct the Annual Financial Statements and the Consolidated Financial Statements for the 2009 financial year and also to update the summarised Management Report for the Group and the Company and the Report of the Supervisory Board accordingly.
This corrected version of the Management Report for the Group and the Company corresponds to the updated versions of the Annual Financial Statements and the Consolidated Financial Statements of secunet Security Networks AG for the 2009 financial year. The details relate to the corrected and updated Financial Statements resulting from the correction of the published Annual Financial Statements and Consolidated Financial Statements for the previous financial years. The changes are shown in the notes to the Consolidated Financial Statements.
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This corrected and updated summarised Management Report for 2009 replaces the version of the Management Report for 2009 that was approved on 2 March 2010 and published on 19 March 2010.
secunet Security Networks AG (secunet) provides consulting services, products and solutions in the field of IT security. The company specialises in complex and highsecurity IT solutions, and develops applications for professional use, for example complex cryptographic systems and electronic signature systems. The range of solutions is mainly geared towards large-scale infrastructures. Customers usually receive customised solutions tailored to their individual requirements, even if they are based on standard applications.
The secunet Group includes secunet Security Networks AG in Germany, together with the subsidiaries secunet SwissIT AG in Switzerland and secunet s.r.o. in the Czech Republic. secunet has eight locations in Germany, in Berlin, Bonn, Dresden, Essen (head office), Frankfurt, Hamburg, Munich and Siegen, where consulting and development mandates are processed in close proximity to customers. secunet also has a training centre in Munich that provides training on SINA, the Secure Inter-Network Architecture, aimed primarily at users and administrators.
secunet Germany has a target group-oriented organisational structure. The activities of the two divisions Public Sector and Private Sector are clearly geared to the existing target groups of government, authorities and international organisations, on the one hand, and private companies, on the other. Each division is headed by a member of the Management Board. The focus within the divisions is on specialist areas: in the Public Sector division, the core competence cryptotechnology and main product SINA are managed in the High Security business unit, while the Government business unit handles all other (consulting) services and products for public sector customers. In the Private Sector division, specialist automotive applications are consolidated in the eponymous Automotive Security business unit, while IT security solutions for private companies are provided by the Business Security business unit.
Giesecke & Devrient Holding GmbH is the majority shareholder (with a holding of 78.96%) and the parent company of secunet Security Networks AG. Giesecke & Devrient (G&D) is a leading international technology group based in Munich. Founded in 1852, the company is a global market leader and innovator in the production and processing of bank notes and bank note paper, chip-based solutions for telecommunications and electronic payments, as well as security documents and identification systems.
secunet operates a project-based business and acts as a solution provider. Its product portfolio comprises services, hardware and software. Services include specialist IT consulting, software development, and the development and implementation of comprehensive security solutions. secunet also covers the entire hardware and software value chain from product design and development to sales and marketing. The company's core competence is the application of cryptographic procedures in system solutions.
secunet's four German business units primarily offer the following range of products and services:
SINA product line Consulting and integration
e-Government Biometrics and electronic ID documents E-Healthcare Secure web solutions Security validation
Security analyses Information security management in accordance with ISO 27001 Network security Data Loss Prevention (DLP) E-mail archiving Single Sign-On Electronic signature and B2B integration
Function enabling Flashware protection Online security Advanced engineering Advanced backend security Training
The target markets for secunet's products and services are public sector customers and the private sector. While the bulk of secunet sales are still generated in Germany, revenue from abroad is set to increase. secunet's main international sales markets are the other European Union member states, the Middle East and Asia, and its sales activities are concentrated in these countries. Its integration in the global Giesecke & Devrient Group supports secunet's international sales activities.
As a German public company limited by shares, secunet Security Networks AG has a dual management and control structure. The Group is managed by the Management Board, whose members are appointed by the Supervisory Board. The Supervisory Board advises the Management Board and monitors its conduct of business. A detailed explanation of the management of the secunet Group can be found in the Corporate Governance section of the secunet AG Annual Report 2009 and therefore forms an integral part of the Consolidated Management Report. This section also contains the Corporate Governance Report in line with Section 289a Para. 1 of the German Commercial Code. The Annual Report can be accessed at any time via the secunet Security Networks AG website.
The remuneration report summarises the principles used to determine the remuneration of the Management Board of secunet Security Networks AG and sets out the amount and structure of the income received by its members. It also sets out the principles behind and amount of the remuneration received by the Supervisory Board and provides information on the shareholdings of Management Board and Supervisory Board members.
The Supervisory Board of secunet Security Networks AG is responsible for determining the remuneration of the Management Board. The Chairman's Committee of the Supervisory Board deals with personnel matters of the Management Board; its responsibilities include, in particular, drawing up proposals for the Supervisory Board regarding the structure and amount of remuneration paid to Management Board members. The members of this committee are Dr Karsten Ottenberg, Chairman of the Supervisory Board, Dr Wilhelm Wick, Deputy Chairman of the Supervisory Board, and Dr Peter Zattler, Member of the Supervisory Board.
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In financial year 2009, the remuneration package was made up of four components: a fixed annual salary, a variable bonus, ancillary non-cash benefits and a contribution to the retirement pension. The Management Board remuneration package is broken down as follows:
Management Board contracts do not expressly provide for any severance payment in the event that the employment relationship is terminated prematurely.
There are no special provisions in Management Board contracts governing the procedure in the event of a change of control, in other words if a single shareholder or several acting jointly should acquire the majority of the voting rights in secunet Security Networks AG and exercise a controlling influence, or if secunet Security Networks AG should become a dependent company through the conclusion of an affiliation agreement as defined in Section 291 of the German Stock Corporation Act (Aktiengesetz, AktG) or through a merger between secunet Security Networks AG and other companies.
Total remuneration of the members of the Management Board in financial year 2009 was kEuro 802.2 (previous year: kEuro 606.5). The following remuneration packages of the individual members of the Management Board for financial year 2009 were recognised as expense:
| in kEuro | Fixed remune ration |
Variable remune ration |
Non cash benefits |
Total |
|---|---|---|---|---|
| Dr Baumgart | 161,669 | 108,620 | 21,704 | 291,993 |
| Koelzer | 143,750 | 98,620 | 11,979 | 254,349 |
| Pleines | 143,750 | 98,620 | 13,448 | 255,818 |
| 449,169 | 305,860 | 47,131 | 802,160 |
Management Board members do not receive any additional remuneration for their activities in the subsidiaries.
The pension entitlements of the Management Board as at 31 December 2009 were as follows:
| in Euro | Under IFRS | Under German Commercial Code (HGB) |
|||
|---|---|---|---|---|---|
| Present value |
Current service cost |
Provi sion (net present value 6%) |
Premium for ac counting purposes (6%) |
||
| Dr Baumgart | 207,380 | 9,182 | 147,264 | 17,825 | |
| Koelzer | 76,909 | 9,618 | 54,645 | 6,844 | |
| Pleines | 119,452 | 6,524 | 81,342 | 9,932 |
As at 31 December 2009, the members of the Management Board held no secunet shares (previous year: 13,000).
The members of the Management Board do not receive any loans from the company.
Furthermore, no member of the Management Board was promised or granted any benefits by a third party in the previous financial year in respect of his activity as a member of the Management Board.
The remuneration of the Supervisory Board is laid down in Section 17 of the Articles of Association of secunet Security Networks AG. It is based on the tasks and responsibilities of the members of the Supervisory Board.
In addition to an attendance fee in the form of a lumpsum payment to cover their expenses, the members of the Supervisory Board receive a fixed remuneration of kEuro 4. The Chairman of the Supervisory Board receives kEuro 8, and the Deputy Chairman receives kEuro 6. The total remuneration paid to the Supervisory Board for financial year 2009 was kEuro 34,5 (previous year: kEuro 35).
The members of the Supervisory Board do not receive any loans from the company.
The members of the Supervisory Board did not receive any other remuneration or benefits in the year under review for services provided personally, in particular consulting and agency services.
1.1.7. Information and explanatory report provided by the Management Board in line with Section 289 (4) and Section 315 (4) of the German Commercial Code (Handelsgesetzbuch, HGB)
The Management Board of secunet Security Networks AG provides the following information for financial year 2009 in line with Section 289 (4) and Section 315 (4) of the HGB:
Apart from the restrictions under the AWG, the shareholders of secunet Security Networks AG are not restricted either by German law or by the company's Articles of Association in their decisions on the acquisition or disposal of the company's shares. In particular, the acquisition and disposal of shares do not require the approval of the company's executive bodies or other shareholders in order to be valid. Provided that the necessary notices are given, shareholders' voting rights are not subject to restrictions either under the law or under the company's Articles of Association. Voting rights are not limited to a certain number of shares or votes. All shareholders who have proved their entitlement to attend the Annual General Meeting and exercise their right to vote by providing the company with appropriate documentation that relates to the time before the Annual General Meeting defined by law and was received by the company within the statutory period prior to the Annual General Meeting at the address given in the invitation, are entitled to exercise their right to vote in respect of all shares they hold and for which they have provided appropriate documentation. Only the statutory bans on voting apply.
The Management Board is not aware of any agreements between shareholders that give rise to restrictions in respect of the assignment of voting rights or shares in the company.
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Management Board was granted authority to dispose of those shares on an exchange, with the approval of the Supervisory Board. The Management Board of secunet Security Networks AG had not made use of this authorisation by 31 December 2009. As at 31 December 2009, the number of treasury shares remained unchanged at 30,498 as a result. Furthermore, the Management Board of secunet Security Networks AG currently has no powers to issue or buy back shares.
In line with Section 312 (3) of the AktG, the Management Board has prepared a report on the company's relationships with affiliated companies for the financial year 2009. The report contains the following closing declaration: "It is hereby declared that our company receives an appropriate consideration for each of the legal transactions listed. This assessment is based on the circumstances known to us at the time the reportable events took place. There were no further reportable legal transactions, measures or omissions in addition to the activities reported."
The Management Board of secunet Security Networks AG manages the secunet Group on the basis of key financial figures, primarily sales and profit ratios, and utilisation and productivity figures. The Management Board obtains comprehensive information about the state of business and these key figures at its twice-monthly meetings. The Management Board liaises regularly with the business unit heads, who have operational responsibility, to discuss any sales /marketing and project management measures that may be required.
At the time this report was prepared, the secunet Group was primarily a national provider of IT security services specialising in high security and IT security for public sector applications. The aim of secunet's strategy is still to further broaden the company's activities by using the skills gained in the area of high security. This is to be achieved both through diversification in terms of products and target customers and through internationalisation.
Specifically, this means:
secunet only conducts its own research and development activities to a very limited extent. It is common practice for suppliers of government agencies, particularly in the high security field, to develop special solutions in line with the customer's specifications. secunet does not develop proprietary products for which there is not yet any concrete demand.
Owing to the international crisis on the financial markets, the growth of the German economy was already relatively weak in 2008. In 2009 the crisis developed into a global financial and economic crisis. Owing to its international networks, the German economy was particularly adversely affected by the challenges associated with the crisis. Real GDP fell by 5% in 2009, the most dramatic decline since the creation of the Federal Republic.
The German government predicts a rise in real GDP of 1.4% during 2010 on the back of rising demand in the global economy. Immediate economic measures and structural reforms should help attract exports to the domestic economy.
The prospects for the IT sector are measured by the BIT-KOM industry association (Federal Association for Information Technology, Telecommunications and New Media). The German ICT market contracted by 2.6% overall in 2009, with the market for IT services down 0.2% and the market for software down 3.2%. Not all areas of the IT sector were as hard hit by the effects of the financial and economic crisis as the economy as a whole. Only the IT hardware segment saw a correspondingly sharp drop, by -6.5%.
The metatrends of market convergence (more and more functions provided by fewer and fewer media and technologies), increasingly flexible organisations, the ubiquitous nature of ICT technologies and the unrestricted usability of digital information will continue to support the high demand for innovative ICT technologies and at the same time be driven by them. The strategic growth fields identified by BITKOM in this area include embedded systems, biometrics and digital rights management (DRM) as well as IT utility services. Integration in networks will become increasingly important in the future for private households, companies and authorities. There is a lot of discussion surrounding subjects such as cloud computing and smart grid, which fall under the heading "intelligent networks", and the entire IT industry has high expectations for the future.
After a clearly negative trend in the first half of 2009, future prospects for the IT market are once again moderately positive. The BITKOM sector indicator of sales expectations shows that considerably more than 50% of companies anticipate an increase in sales. Prospects are viewed differently in the various segments. While only 45% of companies in the IT hardware segment expect sales to increase in 2010, 59% of software companies and 71% of IT services companies expect a rise in sales in the coming year.
* IT hardware, software, IT services
Source: BITKOM
BITKOM forecasts growth of 1.0% for the German ICT market in 2010. While a decline of 1.5% is anticipated for hardware, the association expects market growth of 0.5% for software and 2.5% for IT services. BITKOM estimates market volume of some Euro 66 bn in 2010, with Euro 15bn coming from software and Euro 34bn from IT services.
supervisory Board Share Corporate Governance
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Security remains a key issue for the ICT market. The fundamental threat of hacking, PC viruses and phishing remains high and is even increasing. Large social infrastructure projects such as the introduction of electronic IDs, the use of biometrics and electronic healthcare cards, as well as the general increase in e-government applications bring up a number of (IT) security issues and are at the forefront of public concerns. Added to this, the subject of "protection against data loss" is becoming increasingly important for companies in view of the data scandals that keep appearing in the media.
As specific market statistics for IT security are not recorded on a regular basis, an estimate for this market can only be indirectly calculated. The IT security segment benefits from the performance of the sector as a whole. Security spending is directly dependent on the general level of spending on IT infrastructure.
The IT security market is also driven by the level of awareness of security failings and the need for protection in the organisations in question. Statutory security regulations also boost the demand for IT security.
Forecasts derived from studies on IT security in Germany point to growth in the market for security technology and electronic security systems which is significantly above the anticipated growth for the IT sector as a whole. According to a study published in 2009, an annual growth rate of 12% is expected in the IT security market between 2008 and 2015.
With its focus on IT high security and government agencies as customers, secunet occupies a niche position in the information and telecommunications systems market. SINA is the only solution approved for highly confidential web-based communication between government agencies, giving secunet a very strong competitive position in the SINA market environment. The company's longstanding experience, profound expertise in the area of IT security and numerous reference projects also give it a strong position in the public sector consulting market. secunet has established a solid reputation in the specialist field of IT security for the automotive sector and developed a market position that offers good growth potential. There is also scope for further expansion of the company's position in the market for products aimed at private industry.
In financial year 2009, secunet's Group revenue increased from Euro 50.7m to Euro 64.0m, a rise of 26% or Euro 13.3m, thus continuing the high positive growth of the last few years.
This strong revenue growth is primarily the result of successful sales and marketing activities in the public sector. Projects awarded as a result of the German government's economic rescue package also had a positive effect.
The High Security business unit generated the largest proportion of group revenue, with a figure of Euro 38.9m or 61% of the total. This is a clear indication of the dominant position of the Secure Inter-Network Architecture (SINA) for secunet's business. The SINA business is a long-term driver of growth: Revenue in the High Security business unit rose a further 35% in financial year 2009.
The Government business unit generated 24%, or Euro 15.4m, of total revenue. This revenue emanated from a number of consulting projects, including the electronic tax return system ELSTER and electronic ID documents (electronic passports, electronic ID cards), consulting projects for various authorities in Germany on IT security issues based on a service level agreement with the Federal Office for Information Security (BSI) and a huge German infrastructure project which is to be spread over several years also contributed significantly to revenue. Support was additionally provided by the biometric solutions business, which includes the biometric middleware application secunet biomiddle. The Government business unit also posted strong revenue growth for 2009, with a 27% increase year-on-year.
Overall, the secunet Group derived some 85% of its revenue from public sector customers. The previous-year figure was around 81%, so the Public Sector division plays a much bigger role than the Private Sector division in generating revenue.
Revenue fell in the Business Security business unit (decline of 3% from Euro 8.8m to Euro 8.6m) and the Automotive Security business unit (down 25% from Euro 1.6m to Euro 1.2m). This performance is a result of two factors. On the one hand, secunet's strong market position and high profile in the area of high security and in e-government cannot automatically be transferred to industry. secunet is far better known as a provider of consultancy, solutions and products in the public sector than in industry. On the other hand, there is a lower level of awareness of the need for IT security in companies than in authorities. While the latter regard IT security as a basic requirement and cover their needs accordingly, the security of the IT infrastructure and protection of information in companies often only becomes an issue if damage has been done or the risk of damage occurring increases. The already low tendency of companies to invest in IT security has also been considerably lessened by the financial and economic crisis in financial year 2009.
Projects with the Giesecke & Devrient (G&D) Group generated revenue of Euro 2.0m, equivalent to a decline of Euro 0.9m or 30% over the previous year. The reason for the decline is the winding up of a major project for G&D in Egypt. Revenue from projects with the parent company in Munich remained the same.
The financial and economic crisis has led many governments to make budget cuts and postpone spending. secunet was therefore not able to continue the growth in international sales seen in previous years. Revenue from secunet products and services marketed abroad fell by 50% from Euro 10.0m in 2008 to Euro 4.9m in 2009. As a result, revenue generated abroad as a proportion of group revenue was reduced from 20% in 2008 to 8% in financial year 2009.
Earnings before interest and tax (EBIT) increased disproportionately in relation to revenue. Compared with Euro 1.7m in financial year 2008, EBIT in 2009 was Euro 3.9m, an increase of 136%.
The main reason for this more than two-fold rise is the strong growth in the SINA product business, which creates economies of scale, as well as earnings from the growth in the government business due to excellent capacity utilisation.
An analysis of the individual expenses paints a similar picture:
Given the strong growth in the product business, the costs of materials and purchased services showed the biggest increase, up 25% or Euro 5.4m from Euro 21.3m in 2008 to Euro 26.7m in 2009. This was due to the impact of the procurement of hardware in connection with the fast-growing SINA business (High Security business unit).
Personnel expenses rose by 18% from Euro 18.8m to Euro 22.2m, fuelled primarily by the significantly higher resultsdependent variable remuneration versus the previous year. The increase in the number of employees in the secunet Group also contributed to higher personnel costs.
Depreciation and amortisation fell slightly, down kEuro 16 or 2% from kEuro 835 to kEuro 818. This expense item largely relates to investments in workplace equipment.
Other operating expenses increased by 16% or Euro 1.5m from Euro 9.4m to Euro 10.9m. This expense item largely comprises costs relating to the increase in headcount, such as recruitment, rent and other employee-related costs. There is therefore a strong correlation between other operating expenses and the increase in employee numbers. The increase in other operating expenses is also attributable to rising marketing costs and payment of sales tax arrears.
supervisory Board Share Corporate Governance
The individual business units contributed to EBIT to varying degrees. While the EBIT margin in the Business Security business unit is slightly negative (EBIT Euro -0.2m), the High Security business unit proved to be the main revenue driver in the secunet Group with an EBIT margin of 12.9% (Euro 5.0m). The Government business unit achieved an EBIT margin of 4.2% (Euro 0.6m). General and administrative expenses are attributed to "Other segments". At Euro -2.2m, this amounted to a negative contribution to EBIT.
Interest income for the secunet Group fell 76% from kEuro 318 in 2008 to kEuro 78 in 2009. The reason for this is the significantly lower interest level compared to the previous year. Interest expenses rose from kEuro 13 to kEuro 44. After an unrealised foreign currency gain in the previous year (kEuro 45), an unrealised foreign currency loss was recorded in 2009 (kEuro -47). The overall financial result was slightly negative, at kEuro -14, after a result of kEuro 343 in the previous year. Earnings before tax was Euro 3.9m, compared with Euro 2.0m in the previous year.
Tax expense rose considerably year-on-year, more than trebling from Euro 0.4m to Euro 1.5m. The reason for this was the significantly higher profit recorded by the Group.
As a result, the net income of the secunet Group in 2009 was up 61% on the previous year from Euro 1.6m to 2.4 m. The (diluted and undiluted) earnings per share increased from Euro 0.24 to Euro 0.37.
Meanwhile, secunet AG, reporting under the German Commercial Code (Handelsgesetzbuch, HGB) accounting rules, posted earnings before tax of Euro 2.8m, compared with Euro 1.0m the previous year, on revenue of Euro 62.4m, versus Euro 49.5m the previous year (an increase of 26%). Net income was up from Euro 0.8m in 2008 to 1.7 million in the reporting year. Diluted and undiluted earnings per share in 2009 were Euro 0.25, compared with Euro 0.12 the previous year.
While the order book fluctuated during the year, it remained virtually constant in financial year 2009, hovering at a very high level of around Euro 30m (in the previous year, the average order book was only Euro 23m). As at 31 December 2009, the order book was still very high at Euro 30.3m (previous year: Euro 31.1m); extremely high revenue in the fourth quarter of 2009 was accompanied by a continued high level of incoming orders.
The breakdown of the order book is largely the same as the previous breakdown of net revenue. Here, too, the focus is on large purchases from public sector customers based on major orders and service level agreements.
Capital expenditure in 2009 was Euro 1.2m, up 27% on the prior-year figure (Euro 0.9m). The increase in capital expenditure mainly concerned investments in intangible assets and property, plant and equipment, which increased from Euro 0.8m to Euro 1.0m. Spending was mainly on the procurement of new, and replacement of existing, hardware, software and other business equipment.
The secunet Group's total assets increased from Euro 36.9m as at 31 December 2008 to Euro 43.5m as at 31 December 2009.
| Assets in % |
31 Dec 2009 | 31 Dec 2008 |
|---|---|---|
| Cash and cash equivalents | 34 | 43 |
| Trade receivables | 47 | 31 |
| Receivables from affiliated companies | 2 | 2 |
| Inventories | 3 | 4 |
| Property, plant and equipment | 3 | 4 |
| Intangible assets | 1 | 1 |
| Goodwill | 7 | 8 |
| Other financial assets | 2 | 2 |
| Deferred tax assets | 1 | 4 |
| Other assets | 0 | 1 |
| Total | 100 | 100 |
| Liabilities | ||
|---|---|---|
| in % | 31 Dec 2009 | 31 Dec 2008 |
| Trade payables | 23 | 25 |
| Other current liabilities | 5 | 4 |
| Other provisions | 13 | 8 |
| Provisions for pensions | 3 | 3 |
| Equity | 53 | 57 |
| Other liabilities | 3 | 3 |
| Total | 100 | 100 |
On the assets side of the balance sheet, cash and cash equivalents as at 31 December 2009 was Euro 14.7m, slightly down on the prior-year figure of Euro 15.9m. This is because, as at the balance sheet date, a substantial amount of trade receivables had built up as a result of comprehensive invoicing in December, while liabilities increased only slightly compared with the previous year.
Deferred taxes also decreased, since tax loss carryforwards as a result of the acquisition of shares in Giesecke & Devrient GmbH were lost. Loss carryforwards were also applied because of the positive results.
All other items on the assets side of the balance sheet are largely unchanged.
On the liabilities side of the balance sheet, the proportion of equity fell slightly. The equity ratio was down by 4 percentage points, from 57% to 53%.
Due to the good results in financial year 2009, higher variable compensation components are expected to be paid out. The provisions made for that purpose will lead to a marked increase in other provisions, increasing their proportion of total assets from 8% to 13%.
supervisory Board Share Corporate Governance
35 Foreword Management report Consolidated Financial Statements Financial Statements AG Service
Owing to the particularly high revenue in November and December, resulting mainly from product business, expenditure on materials was also very high. This is also reflected in high liabilities for goods received, due, as in the previous year, to invoice periods. Trade payables therefore remained at virtually the same level in relation to total assets, but were up 9% on the previous year in absolute terms.
The net income achieved in 2009 also reduced the group loss carry forward, which fell by Euro 2.4m to Euro 5.1m as at 31 December.
secunet did not take out any loans in either 2008 or 2009; all spending was financed with cash. Equally, it does not have any loans dating from earlier periods, so the debt/ equity ratio remains 0%.
There is no separate commentary on the balance sheet structure of secunet Security Networks AG as the key balance sheet items largely correspond to those of the secunet Group.
Cash flow from operating activities fell from Euro 5.6 million in the previous year to Euro -0.1 million. This decline is mainly due to the sharp increase in receivables at yearend 2009 compared with 2008 as a result of especially comprehensive invoicing in December 2009. This led to a decline in cash and cash equivalents of around Euro 8.7m as at the balance sheet date. This effect was diminished by the sharp increase in operating profit (up Euro 3.9m), the increase in provisions (up Euro 2.5m) and the increase in liabilities (up Euro 1.8m). On balance, operating activities in 2009 thus resulted in a slight cash outflow.
Capital expenditure increased to Euro 1.2m in 2009 from Euro 0.9m in 2008. Financing activities in 2008 generated Euro 0.3m in cash. Due to the fall in interest rates, cash flow from financing activities amounted to Euro 0.03m in 2009.
This resulted in an overall decrease in cash and cash equivalents of Euro 1.2m in 2009. Cash and cash equivalents at year-end 2009 was therefore Euro 14.7m.
A crucial factor for the success of our business is the creativity, motivation and integrity of our employees. The commitment, flexibility and expertise of the people at secunet are among the company's key strengths.
At the end of financial year 2009, the number of secunet Group employees was 284, 19 people or around 7% more than at the end of 2008. The increase was mainly in employees on the production side; the positions filled were mainly in the areas of consulting and development as well as in sales, paving the way for optimised structures in production and sales-related areas.
| Employees as of 31 Dec |
228 | 236 | 265 | 284 |
|---|---|---|---|---|
| 2006 | 2007 | 2008 | 2009 |
secunet's employees are highly qualified: more than 60% have a university degree, while 13 have doctorates. All employees have extensive practical experience in project and development work. In addition, secunet places considerable emphasis on the further training of its employees, so that their level of knowledge is in line with the latest developments in the relevant field.
The company attaches great importance to cooperative management that takes the needs and qualifications of employees into account. Management by Objectives (MbO), a management technique in which management of staff is based on the achievement of objectives, is firmly established at secunet. It involves both top-down and bottom-up objectives. The top-down objectives are set by the management. Bottom-up objectives are derived from these and agreed between business unit heads and individual employees. An annual review takes place to check that the agreed objectives have been achieved, and a part of each employee's variable compensation is calculated on this basis. The other part of the variable compensation depends on the company's results.
Please refer to our introductory remarks on the corrected and updated version of this summarised Management Report. There were no other significant events after the balance sheet date.
Risk management at secunet Security Networks AG is conducted by a risk committee. This committee is composed of the Management Board, the business unit heads and the commercial director, and holds regular, quarterly meetings. All developments that could pose a risk for the achievement of targets or could even jeopardise the continued existence of the company are examined in depth by the committee. The objective is to obtain information as early as possible about risks and their financial implications, while at the same time identifying and exploiting existing opportunities and the earnings growth potential that they bring, as part of the planning and control process.
Company-specific risks are assessed on the basis of the associated potential loss (low, medium or high loss) and probability of occurrence. Proposals for countermeasures are then drawn up. The Management Board examines these measures and implements them promptly.
Risks relating to the competitive environment arise where secunet's technological market leadership is jeopardised. The risk committee therefore keeps itself up to date regarding the status of technological development of secunet's products and asks the opinion of expert employees on whether and to what extent the company's technological advantage is threatened by competitors' product developments.
Competitive environment risks also arise where rival companies attack secunet's market position in business with government agencies. Competitors might, for instance, seek to secure a similar market position in business with government authorities (for example, as a security partner to the German federal government). This would expose secunet to much greater competitive pressure in this target customer segment.
Customer structure risk is present to the extent that secunet still conducts the majority of its business with public sector authorities and organisations. A drop-off in demand from this customer group, for instance as the result of a budget freeze, could have a negative effect on sales and earnings. This risk has been discussed in depth by the risk committee. Investment in IT, and notably in IT security, is seen as particularly important for the smooth delivery of projects for the public sector, particularly in a world where IT plays an increasingly important role. The risk of a downturn in demand from public sector customers is therefore constantly monitored, although it is currently considered to be relatively low.
On the contrary, in the current economic situation, secunet's particular customer structure should be regarded as an opportunity. Private sector demand is falling sharply, while the level of business from public sector customers is expected to be sustained, at the very least.
Nevertheless, in order to be better able to react to any possible downturn in demand from public sector customers in the medium term, or to reduce and compensate for the loss arising from such a downturn, secunet continues to place great emphasis on expanding its business with the private sector target group.
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37 Foreword Management report Consolidated Financial Statements Financial Statements AG Service
The risks associated with developing new products that subsequently prove unsuccessful in the market are not regarded as being of primary significance for secunet. Its IT security solutions are tailored precisely to customers' requirements; secunet products are rarely designed without a specific need in mind. Most of the products developed by secunet are in fact made to order and are financed accordingly by the customer. This refers mainly to the SINA range of products in the High Security business unit, but also secunet multisign, for example, the solution for the mass generation of qualified electronic signatures developed from projects relating to the creation of various trust centres. The product innovations in the area of biometric and electronic ID documents, for example the biometric middleware application secunet biomiddle and the Golden Reader Tool platinum edition, also originated from consulting-related activities.
Sales and marketing are seen as a risk for secunet because the company's business performance still depends heavily on revenue from new customers or from individual newly awarded projects. To this extent, efficient sales and marketing also represents an opportunity to boost the company's performance. At the same time, sales and earnings may be jeopardised if the sales force is too small or does not meet customers' needs. These risks are assessed regularly.
No risks that threaten the continued existence of the company have currently been identified.
The secunet Group's internal control system includes all principles, procedures and measures for ensuring the effectiveness, efficiency and correctness of the accounting system and for ensuring compliance with the applicable legal provisions.
The secunet Group's internal control system consists of an internal control system and an internal monitoring system. The Management Board of secunet Security Networks AG – in its function as the managing body of the company – has appointed managers responsible for the secunet Group's internal control system, in particular in the areas of controlling, finance and human resources that are run by secunet Security Networks AG.
Process-integrated and process-independent monitoring measures are the cornerstone of the secunet Group's internal monitoring system. In addition to manual process controls – such as the "four-eye principle" – automatic IT process controls are also a key feature of the process-integrated measures. Process-integrated monitoring is ensured by committees, such as the risk committee, and by specific Group functions, such as the legal department.
The Supervisory Board and the Group internal auditors of secunet Security Networks AG are involved in the secunet Group's internal monitoring system through processindependent auditing functions.
The Group auditors and other auditing bodies, such as the tax auditor, are involved in the control side of the secunet Group through process-independent auditing functions. The audit of the consolidated financial statements by the Group auditors or the audit of the financial statements of the Group companies is the main process-independent monitoring measure in relation to the Group accounting procedure.
The majority of accounting procedures are recorded in the individual financial statements of the Group companies of secunet Security Networks AG by local accounting systems developed by SAP.
Specific Group accounting-related risks may arise from the conclusion of unusual or complex transactions, in particular time-critical transactions concluded at the end of the financial year. Non-routine business transactions pose a latent risk. Other Group accounting-related risks may result from the granting of necessary discretionary powers to employees for recognising and measuring assets and debts.
The internal control system measures focussing on the correctness and reliability of Group accounting ensure that business transactions are recorded in good time and in accordance with the law and the Articles of Association. They also ensure that inventories are carried out properly, and that assets and debts are properly recognised, measured and reported in the Consolidated Financial Statements. Regulatory activities also ensure that reliable and transparent information is made available in the accounting documents.
Controlling activities for ensuring the correctness and reliability of the accounting system include, for example, the analysis of data and developments using specific key figure analyses. The separation of administrative, management, billing and approval functions and their implementation by different people reduces the possibility of fraud. The organisational measures also focus on recording restructuring or changes in the business activities of individual business units properly and in good time in the Group accounts. They also ensure that, in the event of changes to the IT systems used for accounting in the Group companies, accounting procedures are fully recorded within the reporting period. The internal control system also ensures that changes within the economic or legal environment of the secunet Group are represented and that new or amended legal provisions on Group accounting are applied.
The secunet Group accounting principles, which include compliance with International Financial Reporting Standards (IFRS), ensure that the companies included in the Consolidated Financial Statements of secunet Security Networks AG follow consistent accounting and measurement policies.
At Group level, the specific controlling activities designed to ensure the correctness and reliability of Group accounting include the analysis and correction, if necessary, of individual financial statements submitted by the Group companies, with due consideration for the reports created by the auditors and the concluding meetings.
Internal control and risk management allows complete recording, preparation and evaluation of company-related data and the proper representation of that data in the Consolidated Financial Statements through the organisation, control and monitoring structures within the secunet Group.
In particular, individual discretionary decisions, defective controls, criminal actions or other circumstances cannot be ruled out and may lead to limited effectiveness and reliability of the internal control and risk management system used to the extent that the Group-wide application of the system cannot absolutely guarantee the correct, complete and timely recording of facts in the consolidated financial statements.
supervisory Board Share Corporate Governance
39 Foreword Management report Consolidated Financial Statements Financial Statements AG Service
IT security is still a growth market, and the main drivers of this growth remain in place, namely:
Our goal is to achieve further long-term growth and adequate profitability. We intend to reach this goal by implementing the following measures:
• Continued expansion of the SINA product range secunet's main product remains its Secure Inter-Network Architecture SINA. In this area, which in view of its importance is run as a separate business unit, High Security, we want to remain at the technological leading edge and build on our existing competitive advantage. In addition to the proven product lines, the extension of the product range also offers great market potential.
Rising demand on the part of new and existing customers, translating into further volume growth, is opening up the potential to unlock benefits of scale. This growth process is supported by the fact that, by virtue of its size, the High Security business unit is able to use increasingly industrial methods originating from largescale series production.
We are already achieving good results with our other products, such as the biometric multi-application platform secunet biomiddle or the mass signature solution secunet multisign.
Further new products should emerge in response to our customers' needs and new challenges in IT security. Technical and sales partnerships are already in place to ensure efficient design and marketing of these solutions. We are seeking more partnerships of this nature.
• Expansion of the sales organisation in Germany Sales in secunet's individual business units have been successfully expanded in the last few years, but there is also scope for optimisation both in Private Sector and Public Sector. We want to unlock the gains from that potential.
• Stabilising and expanding international business: International business is an important part of our growth strategy. Our focussed international sales team and our partners in various countries provide ongoing support for the SINA product line. Our expertise in the field of biometrics and electronic ID documents is also increasingly enabling us to reach customers outside Germany. Following the decline in international sales in 2009 as a result of the economic crisis, it is once again extremely important to intensify our efforts abroad. It is too early to make optimistic forecasts about the development of international sales, as the outlook for the global economy is still uncertain. In addition, IT security is a time-consuming business, involving long-term decision making.
The Management Board of secunet is continuing to closely monitor market consolidation and looking into attractive opportunities.
In general, there is a close link between sales in IT security and in IT more widely. The BITKOM industry association expects growth of 0.5% for software and 2.5% for IT services in Germany in 2010 – both areas in which secunet operates. Compared with the previous year's decline as a result of the economic crisis (software -3.2% and IT services -0.2%), this forecast is once again cautiously optimistic.
The macroeconomic environment will be crucial for our Private Sector division in financial year 2010. Its development will influence the extent to which decision makers in the private sector are still held back by the financial and economic crisis or allow growth trends to influence their investments. In the short term we expect the crisis to have further dampening effects. Future concepts such as cloud computing, smart grid and data loss prevention could give rise to a growth in demand in the medium term and drive up business.
Sales performance in the Public Sector division is influenced by the demand for IT security from public sector customers, which is likely to remain high in the years to come. Demand in the High Security business unit is fundamentally driven by the market; we therefore expect further growth in this area. In contrast, public sector business is heavily influenced by the situation with regard to public spending. In financial year 2009, public sector spending on IT security reached a high level, driven also by the German government's economic rescue package. Our prognosis for the future is based on two contradictory trends. On the one hand, the debate over budget consolidation could have a detrimental effect on growth in the Government division. On the other, there will be further progress on the introduction of electronic ID cards, the expansion of the government's networks, the modernisation of army and police mobile systems, and other major projects. We expect this to stimulate and increase demand.
41 Foreword Consolidated Financial Statements Financial Statements AG Service
supervisory Board Share Corporate Governance
The secunet Group posted strong sales and revenue growth in 2009. Economic conditions coupled with the outlook for the IT security sub-markets in which secunet operates give grounds for cautious optimism for financial year 2010. The moderately positive mood on which industry forecasts are based supports this assessment. There is also currently much uncertainty surrounding the dominance of project business, even if secunet is increasingly generating sales from its own products. The volatility of project business makes it hard to forecast sales and earnings. Based on the assumptions given at the time this report was prepared, we anticipate stable revenue and unchanged earnings before interest and tax for 2010 versus financial year 2009. The contributions made by the individual segments are not expected to change considerably compared with the previous year. In financial year 2011 we once again expect sales growth of around 10%, with the contributions made by the segments unchanged. We expect the EBIT margin for 2011 to be the same as in 2009.
Essen, 2 March 2010/29 June 2010
Dr Rainer Baumgart Thomas Koelzer Thomas Pleines
This report contains statements regarding the future performance of secunet Security Networks AG and economic and political developments. These statements are opinions that we have formed based on the information currently available to us. If the underlying assumptions are not met or other risks arise, actual results may differ from our expectations. We cannot therefore offer any guarantee as to the accuracy of these statements.
Consolidated balance sheet of secunet Security Networks AG (According to IFRS)
| Assets in Euro |
Note | 31 Dec 2009 Amended |
31 Dec 2008 Corrected acc. to IAS 8 |
1 Jan 2008 Corrected acc. to IAS 8 |
|---|---|---|---|---|
| Current assets | ||||
| Cash and cash equivalents | (1) | 14,669,268.94 | 15,893,029.65 | 10,908,588.36 |
| Trade receivables | (2) | 20,421,737.09 | 11,527,949.30 | 10,584,211.60 |
| Intercompany receivables | (2) | 835,033.11 | 855,746.86 | 906,062.79 |
| Inventories | 1,099,332.02 | 1,482,968.70 | 1,550,324.06 | |
| Other current assets | (2) | 229,611.56 | 177,779.26 | 114,010.55 |
| Current tax assets | 36,920.11 | 140,472.54 | 0.00 | |
| Total current assets | 37,291,902.83 | 30,077,946.31 | 24,063,197.36 | |
| Non-current assets | ||||
| Property, plant and equipment | (3) | 1,467,290.48 | 1,330,371.97 | 1,311,684.18 |
| Intangible assets | (3) | 207,374.26 | 205,288.42 | 264,220.19 |
| Goodwill | (3) | 2,950,000.00 | 2,950,000.00 | 2,950,000.00 |
| Non-current financial instruments | (4) | 1,011,725.61 | 798,777.32 | 686,258.02 |
| Deferred tax assets | (5) | 581,141.30 | 1,494,500.47 | 1,722,468.03 |
| Total non-current assets | 6,217,531.65 | 6,778,938.18 | 6,934,630.42 | |
| Total assets | 43,509,434.48 | 36,856,884.49 | 30,997,827.78 |
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| Liabilities | 31 Dec 2009 | 31 Dec 2008 Corrected |
1 Jan 2008 Corrected |
|
|---|---|---|---|---|
| in Euro | Note | Amended | acc. to IAS 8 | acc. to IAS 8 |
| Current liabilities | ||||
| Current portion of finance lease liabilities | (6) | 0.00 | 0.00 | 21,029.15 |
| Trade payables | (6) | 10,060,261.34 | 9,226,774.26 | 4,749,681.12 |
| Intercompany payables | (6) | 0.00 | 73,244.50 | 0.00 |
| Other provisions | (8) | 5,456,110.17 | 3,127,891.73 | 3,632,995.00 |
| Current tax liabilities | 167,800.00 | 215,957.00 | 192,257.00 | |
| Other current liabilities | (6) | 2,047,484.11 | 1,303,726.65 | 1,407,723.05 |
| Deferred income | 1,041,401.68 | 769,585.37 | 560,703.78 | |
| Total current liabilities | 18,773,057.30 | 14,717,179.51 | 10,564,389.10 | |
| Non-current liabilities | ||||
| Deferred tax liabilities | (5) | 25,707.47 | 24,025.18 | 24,602.77 |
| Provisions for pensions | (7) | 1,500,760.36 | 1,285,733.00 | 1,157,978.56 |
| Total non-current liabilities | 1,526,467.83 | 1,309,758.18 | 1,182,581.33 | |
| Equity | ||||
| Share capital | (9) | 6,500,000.00 | 6,500,000.00 | 6,500,000.00 |
| Capital reserves | (9) | 21,922,005.80 | 21,922,005.80 | 21,922,005.80 |
| Treasury shares | (9) | -103,739.83 | -103,739.83 | -103,739.83 |
| Group loss carryforward | -7,536,158.03 | -9,104,537.94 | -9,104,537.94 | |
| Profit for the period | 2,409,137.21 | 1,568,379.91 | 0.00 | |
| Accumulated other comprehensive income/loss | (9) | 18,664.20 | 47,838.86 | 37,129.32 |
| Total equity | 23,209,909.35 | 20,829,946.80 | 19,250,857.35 | |
| Total liabilities | 43,509,434.48 | 36,856,884.49 | 30,997,827.78 | |
| in Euro | Note | 1 Jan – 31 Dec 2009 Amended |
1 Jan – 31 Dec 2008 Corrected acc. to IAS 8 |
|---|---|---|---|
| Revenue | (10) | 63,958,056.63 | 50,652,971.06 |
| Other operating income | (11) | 577,029.38 | 1,284,101.61 |
| Cost of materials /cost of purchased services | (12) | -26,690,683.25 | -21,316,589.76 |
| Staff costs | (13) | -22,206,845.31 | -18,767,226.57 |
| Depreciation and amortisation | -818,035.79 | -834,521.16 | |
| Other operating expenses | (14) | -10,893,697.24 | -9,355,752.02 |
| Operating profit | 3,925,824.42 | 1,662,983.16 | |
| Interest income | (15) | 78,017.94 | 318,924.35 |
| Interest expense | (15) | -44,549.63 | -12,873.94 |
| Foreign currency gains /losses | -47,178.26 | 36,577.67 | |
| Profit before tax | 3,912,114.47 | 2,005,611.24 | |
| Income taxes | (16) | -1,502,977.26 | -437,231.33 |
| Profit/loss for the period | 2,409,137.21 | 1,568,379.91 | |
| Earnings per share (diluted/undiluted) | 0.37 | 0.24 | |
| Average number of shares outstanding (diluted/undiluted) | 6,469,502 | 6,469,502 |
| Consolidated statement of recognised income and expenses in Euro |
1 Jan – 31 Dec 2009 Amended |
1 Jan – 31 Dec 2008 Corrected acc. to IAS 8 |
|---|---|---|
| Group profit | 2,409,137.21 | 1,568,379.91 |
| Currency translation differences (change not recognised in profit and loss) |
-29,174.66 | 69,587.80 |
| Total recognised income and expenses (consolidated comprehensive income/loss) |
2,379,962.55 | 1,637,967.71 |
45 Foreword Management report Consolidated Financial Statements Financial Statements AG Service
| in Euro | 1 Jan – 31 Dec 2009 | 1 Jan – 31 Dec 2008 |
|---|---|---|
| Cash flow from operating activities | ||
| Earnings before tax (EBT) | 3,912,114.47 | 2,005,611.24 |
| Depreciation and amortisation | 818,035.79 | 834,521.16 |
| Change in provisions | 2,543,245.80 | -377,348.83 |
| Book gains /losses (net) on the sale of intangible assets and of property, plant and equipment |
384.00 | 19,824.00 |
| Interest result | -33,468.31 | -306,050.41 |
| Change in receivables and other assets and prepaid expenses | -8,571,685.69 | -983,965.51 |
| Change in payables and deferred income | 1,775,816.34 | 4,657,893.68 |
| Tax paid | -532,540.37 | -248,876.16 |
| Net cash generated from operating activities | -88,097.97 | 5,601,609.17 |
| Cash flow from investing activities | ||
| Purchases of intangible assets and of property, plant and equipment | -957,466.14 | -794,277.18 |
| Gains /losses from sale of intangible assets and of property, plant and equipment | 42.00 | -7,879.00 |
| Purchases of financial assets | -221,311.71 | -112,519.30 |
| Gains /losses from sale of financial assets | 8,363.42 | -11,945.00 |
| Net cash generated from investment activities | -1,170,372.43 | -926,620.48 |
| Cash flow from financing activities | ||
| Interest received | 78,017.94 | 318,924.35 |
| Interest paid | -44,549.63 | -12,873.94 |
| Cash generated from financing activities | 33,468.31 | 306,050.41 |
| Effects of exchange rate changes on cash and cash equivalents | 1,241.38 | 3,402.19 |
| Net increase/decrease in cash and cash equivalents | -1,223,760.71 | 4,984,441.29 |
| Cash and cash equivalents at the beginning of the period | 15,893,029.65 | 10,908,588.36 |
| Cash and cash equivalents at the end of the period | 14,669,268.94 | 15,893,029.65 |
| in Euro | Share capital | Capital reserves |
Treasury shares |
Net accumu lated losses |
Accumulated other com prehensive income/loss |
Total |
|---|---|---|---|---|---|---|
| Equity at 31 Dec 2007 | 6,500,000.00 | 21,922,005.80 | -103,739.83 | -6,555,663.17 | -21,748.94 | 21,740,853.86 |
| Balance sheet corretion acc. to IAS 8 |
-2,548,874.77 | 58,878.26 | -2,489,996.51 | |||
| Equity at 31 Dec 2008 | 6,500,000.00 | 21,922,005.80 | -103,739.83 | -9,104,537.94 | 37,129.32 | 19,250,857.35 |
| Comprehensive income/loss 1 Jan – 31 Dec 2009 |
1,568,379.91 | 69,587.80 | 1,637,967.71 | |||
| Equity at 31 Dec 2009 | 6,500,000.00 | 21,922,005.80 | -103,739.83 | -7,536,158.03 | 47,838.86 | 20,829,946.80 |
| Comprehensive income/loss 1 Jan – 31 Dec 2009 |
2,409,137.21 | -29,174.66 | 2,379,962.55 | |||
| Equity at 31 Dec 2009 | 6,500,000.00 | 21,922,005.80 | -103,739.83 | -5,127,020.82 | 18,664.20 | 23,209,909.35 |
This consolidated financial statement is a corrected and updated version of the statement which was signed on 2 March 2010 and published on 19 March 2010.
Following publication on 19 March 2010, secunet Security Networks AG identified a need for correction in relation to the individual financial statement included in the consolidated financial statements of its Czech subsidiary, secunet s.r.o. in Prague.
With the aim of achieving maximum transparency and ensuring comprehensive, up-to-date and relevant information is provided to recipients, secunet Security Networks AG decided to adjust the consolidated financial statements as at 31 December 2009 in accordance with IAS 8. The adjusted annual financial statements of secunet s.r.o. in Prague have been integrated into the consolidated financial statements. The adjustments to previous years have been recognised directly in accordance with IAS 8.42b in the opening balance sheet as at 1 January 2008.
The following notes on the individual items in the balance sheet and income statement refer only to those figures that have been amended or corrected in accordance with IAS 8.
The following section provides further information on the nature and amount of the changes made to the original financial figures from the 2009 financial year as a result of the correction.
| Assets in Euro |
Originally reported 31 Dec 2009 |
Amendments | After amendments 31 Dec 2009 |
|---|---|---|---|
| Current assets | |||
| Cash and cash equivalents | 14,669,268.94 | 14,669,268.94 | |
| Trade receivables | 23,503,713.50 | -3,081,976.41 | 20,421,737.09 |
| Intercompany receivables | 835,033.11 | 835,033.11 | |
| Inventories | 1,099,332.02 | 1,099,332.02 | |
| Other current assets | 141,909.26 | 87,702.30 | 229,611.56 |
| Current tax assets | 0.00 | 36,920.11 | 36,920.11 |
| Total current assets | 40,249,256.83 | -2,957,354.00 | 37,291,902.83 |
| Non-current assets | |||
| Property, plant and equipment | 1,467,290.48 | 1,467,290.48 | |
| Intangible assets | 207,374.26 | 207,374.26 | |
| Goodwill | 2,950,000.00 | 2,950,000.00 | |
| Non-current financial instruments | 1,011,725.61 | 1,011,725.61 | |
| Deferred tax assets | 581,141.30 | 581,141.30 | |
| Total non-current assets | 6,217,531.65 | 6,217,531.65 | |
| Total assets | 46,466,788.48 | -2,957,354.00 | 43,509,434.48 |
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| Liabilities in Euro |
Originally reported 31 Dec 2009 |
Amendments | After amendments 31 Dec 2009 |
|---|---|---|---|
| Current liabilities | |||
| Trade payables | 10,060,261.34 | 10,060,261.34 | |
| Other provisions | 5,456,110.17 | 5,456,110.17 | |
| Current tax liabilities | 167,800.00 | 167,800.00 | |
| Other current liabilities | 1,867,443.40 | 180,040.71 | 2,047,484.11 |
| Deferred income | 1,041,401.68 | 1,041,401.68 | |
| Total current liabilities | 18,593,016.59 | 180,040.71 | 18,773,057.30 |
| Non-current liabilities | |||
| Deferred tax liabilities | 25,707.47 | 25,707.47 | |
| Provisions for pensions | 1,500,760.36 | 1,500,760.36 | |
| Total non-current liabilities | 1,526,467.83 | 1,526,467.83 | |
| Equity | |||
| Share capital | 6,500,000.00 | 6,500,000.00 | |
| Capital reserves | 21,922,005.80 | 21,922,005.80 | |
| Treasury shares | -103,739.83 | -103,739.83 | |
| Group loss carryforward | -4,826,253.33 | -2,709,904.70 | -7,536,158.03 |
| Profit for the period | 2,882,078.21 | -472,941.00 | 2,409,137.21 |
| Accumulated other comprehensive income/loss | -26,786.79 | 45,450.99 | 18,664.20 |
| Total equity | 26,347,304.06 | -3,137,394.71 | 23,209,909.35 |
| Total liabilities | 46,466,788.48 | -2,957,354.00 | 43,509,434.48 |
| Consolidated income statement in Euro |
Originally reported 1 Jan–31 Dec 2009 |
Amendments | After amendments 1 Jan–31 Dec 2009 |
|---|---|---|---|
| Revenue | 66,171,449.20 | -2,213,392.57 | 63,958,056.63 |
| Other operating income | 577,111.63 | -82.25 | 577,029.38 |
| Cost of materials /cost of purchased services | -28,764,711.70 | 2,074,028.45 | -26,690,683.25 |
| Staff costs | -22,206,845.31 | -22,206,845.31 | |
| Depreciation and amortisation | -818,035.79 | -818,035.79 | |
| Other operating expenses | -10,560,202.61 | -333,494.63 | -10,893,697.24 |
| Operating profit | 4,398,765.42 | -472,941.00 | 3,925,824.42 |
| Interest income | 78,017.94 | 78,017.94 | |
| Interest expense | -44,549.63 | -44,549.63 | |
| Foreign currency gains /losses | -47,178.26 | -47,178.26 | |
| Profit before tax | 4,385,055.47 | -472,941.00 | 3,912,114.47 |
| Income taxes | -1,502,977.26 | -1,502,977.26 | |
| Profit/loss for the period | 2,882,078.21 | -472,941.00 | 2,409,137.21 |
| Earnings per share (diluted/undiluted) | 0.45 | -0.08 | 0.37 |
| Average number of shares outstanding (diluted/undiluted) | 6,469,502 | 6,469,502 |
| Consolidated statement of recognised income and expenses in Euro |
Originally reported 1 Jan–31 Dec 2009 |
Amendments | After amendments 1 Jan–31 Dec 2009 |
|---|---|---|---|
| Group profit | 2,882,078.21 | -472,941.00 | 2,409,137.21 |
| Currency translation differences (change not recognised in profit and loss) |
-8,440.04 | -20,734.62 | -29,174.66 |
| Total recognised income and expenses (consolidated comprehensive income/loss) |
2,873,638.17 | -493,675.62 | 2,379,962.55 |
| in Euro | Originally reported 1 Jan–31 Dec 2009 |
Amendments | After amendments 1 Jan–31 Dec 2009 |
|---|---|---|---|
| Cash flow from operating activities | |||
| Earnings before tax (EBT) | 4,385,055.47 | -472,941.00 | 3,912,114.47 |
| Depreciation and amortisation | 818,035.79 | 818,035.79 | |
| Change in provisions | 2,543,245.80 | 2,543,245.80 | |
| Book gains /losses (net) on the sale of intangible assets and of property, plant and equipment |
384.00 | 384.00 | |
| Interest result | -33,468.31 | -33,468.31 | |
| Change in receivables and other assets and prepaid expenses |
-8,978,799.06 | 407,113.36 | -8,571,685.70 |
| Change in payables and deferred income | 1,709,988.71 | 65,827.64 | 1,775,816.35 |
| Tax paid | -532,540.37 | -532,540.37 | |
| Net cash generated from operating activities | -88,097.97 | -88,097.97 | |
| Cash flow from investing activities | |||
| Purchases of intangible assets and of property, plant and equipment |
-957,466.14 | -957,466.14 | |
| Gains /losses from sale of intangible assets and of property, plant and equipment |
42.00 | 42.00 | |
| Purchases of financial assets | -221,311.71 | -221,311.71 | |
| Gains /losses from sale of financial assets | 8,363.42 | 8,363.42 | |
| Net cash generated from investment activities | -1,170,372.43 | -1,170,372.43 | |
| Cash flow from financing activities | |||
| Interest received | 78,017.94 | 78,017.94 | |
| Interest paid | -44,549.63 | -44,549.63 | |
| Cash generated from financing activities | 33,468.31 | 33,468.31 | |
| Effects of exchange rate changes on cash and cash equivalents |
1,241.38 | 1,241.38 | |
| Net increase/decrease in cash and cash equivalents |
-1,223,760.71 | -1,223,760.71 | |
| Cash and cash equivalents at the beginning of the period |
15,893,029.65 | 15,893,029.65 | |
| Cash and cash equivalents at the end of the period |
14,669,268.94 | 14,669,268.94 |
The prior-year figures have been restated accordingly in these consolidated financial statements. The corrected figures for the 2008 financial year are shown in the following tables.
| Assets in Euro |
Originally reported 31 Dec 2008 |
Corrections acc. to IAS 8 |
After corrections 31 Dec 2008 |
|---|---|---|---|
| Current assets | |||
| Cash and cash equivalents | 15,893,029.65 | 15,893,029.65 | |
| Trade receivables | 14,181,198.53 | -2,653,249.23 | 11,527,949.30 |
| Intercompany receivables | 855,746.86 | 855,746.86 | |
| Inventories | 1,482,968.70 | 1,482,968.70 | |
| Other current assets | 90,956.16 | 86,823.10 | 177,779.26 |
| Current tax assets | 103,552.43 | 36,920.11 | 140,472.54 |
| Total current assets | 32,607,452.33 | -2,529,506.02 | 30,077,946.31 |
| Non-current assets | |||
| Property, plant and equipment | 1,330,371.97 | 1,330,371.97 | |
| Intangible assets | 205,288.42 | 205,288.42 | |
| Goodwill | 2,950,000.00 | 2,950,000.00 | |
| Non-current financial instruments | 798,777.32 | 798,777.32 | |
| Deferred tax assets | 1,494,500.47 | 1,494,500.47 | |
| Total non-current assets | 6,778,938.18 | 6,778,938.18 | |
| Total assets | 39,386,390.51 | -2,529,506.02 | 36,856,884.49 |
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| Liabilities in Euro |
Originally reported 31 Dec 2008 |
Corrections acc. to IAS 8 |
After corrections 31 Dec 2008 |
|---|---|---|---|
| Current liabilities | |||
| Trade payables | 9,226,774.26 | 9,226,774.26 | |
| Intercompany payables | 73,244.50 | 73,244.50 | |
| Other provisions | 3,127,891.73 | 3,127,891.73 | |
| Current tax liabilities | 215,957.00 | 215,957.00 | |
| Other current liabilities | 1,189,513.58 | 114,213.07 | 1,303,726.65 |
| Deferred income | 769,585.37 | 769,585.37 | |
| Total current liabilities | 14,602,966.44 | 114,213.07 | 14,717,179.51 |
| Non-current liabilities | |||
| Deferred tax liabilities | 24,025.18 | 24,025.18 | |
| Provisions for pensions | 1,285,733.00 | 1,285,733.00 | |
| Total non-current liabilities | 1,309,758.18 | 1,309,758.18 | |
| Equity | |||
| Share capital | 6,500,000.00 | 6,500,000.00 | |
| Capital reserves | 21,922,005.80 | 21,922,005.80 | |
| Treasury shares | -103,739.83 | -103,739.83 | |
| Group loss carryforward | -6,555,663.17 | -2,548,874.77 | -9,104,537.94 |
| Profit for the period | 1,729,409.84 | -161,029.93 | 1,568,379.91 |
| Accumulated other comprehensive income/loss | -18,346.75 | 66,185.61 | 47,838.86 |
| Total equity | 23,473,665.89 | -2,643,719.09 | 20,829,946.80 |
| Total liabilities | 39,386,390.51 | -2,529,506.02 | 36,856,884.49 |
| Consolidated income statement in Euro |
Originally reported 1 Jan – 31 Dec 2008 |
Corrections acc. to IAS 8 |
After corrections 1 Jan – 31 Dec 2008 |
|---|---|---|---|
| Revenue | 52,084,518.51 | -1,431,547.45 | 50,652,971.06 |
| Other operating income | 1,069,103.23 | 214,998.38 | 1,284,101.61 |
| Cost of materials /cost of purchased services | -22,345,515.08 | 1,028,925.32 | -21,316,589.76 |
| Staff costs | -18,767,226.57 | -18,767,226.57 | |
| Depreciation and amortisation | -834,521.16 | -834,521.16 | |
| Other operating expenses | -9,343,311.04 | -12,440.98 | -9,355,752.02 |
| Operating profit | 1,863,047.89 | -200,064.73 | 1,662,983.16 |
| Interest income | 318,924.35 | 318,924.35 | |
| Interest expense | -12,873.94 | -12,873.94 | |
| Foreign currency gains /losses | 36,577.67 | 36,577.67 | |
| Profit before tax | 2,205,675.97 | -200,064.73 | 2,005,611.24 |
| Income taxes | -476,266.13 | 39,034.80 | -437,231.33 |
| Profit/loss for the period | 1,729,409.84 | -161,029.93 | 1,568,379.91 |
| Earnings per share (diluted/undiluted) | 0.27 | -0.03 | 0.24 |
| Average number of shares outstanding (diluted/undiluted) | 6,469,502 | 6,469,502 |
| Consolidated statement of recognised income and expenses in Euro |
Originally reported 1 Jan – 31 Dec 2008 |
Corrections acc. to IAS 8 |
After corrections 1 Jan – 31 Dec 2008 |
|---|---|---|---|
| Group profit | 1,729,409.84 | -161,029.93 | 1,568,379.91 |
| Currency translation differences (change not recognised in profit and loss) |
3,402.19 | 66,185.61 | 69,587.80 |
| Total recognised income and expenses (consolidated comprehensive income/loss) |
1,732,812.03 | -94,844.32 | 1,637,967.71 |
55 Foreword Management report Consolidated Financial Statements Financial Statements AG Service
| in Euro | Originally reported 1 Jan – 31 Dec 2008 |
Corrections acc. to IAS 8 |
After corrections 1 Jan – 31 Dec 2008 |
|---|---|---|---|
| Cash flow from operating activities | |||
| Earnings before tax (EBT) | 2,205,675.97 | -200,064.73 | 2,005,611.24 |
| Depreciation and amortisation | 834,521.16 | 834,521.16 | |
| Change in provisions | -377,348.83 | -377,348.83 | |
| Book gains /losses (net) on the sale of intangible assets and of property, plant and equipment |
19,824.00 | 19,824.00 | |
| Interest result | -306,050.41 | -306,050.41 | |
| Change in receivables and other assets and prepaid expenses |
-833,034.62 | -150,930.89 | -983,965.51 |
| Change in payables and deferred income | 4,306,898.06 | 350,995.62 | 4,657,893.68 |
| Tax paid | -248,876.16 | -248,876.16 | |
| Net cash generated from operating activities | 5,601,609.17 | 5,601,609.17 | |
| Cash flow from investing activities | |||
| Purchases of intangible assets and of property, plant and equipment |
-794,277.18 | -794,277.18 | |
| Gains /losses from sale of intangible assets and of property, plant and equipment |
-7,879.00 | -7,879.00 | |
| Purchases of financial assets | -112,519.30 | -112,519.30 | |
| Gains /losses from sale of financial assets | -11,945.00 | -11,945.00 | |
| Net cash generated from investment activities | -926,620.48 | -926,620.48 | |
| Cash flow from financing activities | |||
| Interest received | 318,924.35 | 318,924.35 | |
| Interest paid | -12,873.94 | -12,873.94 | |
| Cash generated from financing activities | 306,050.41 | 306,050.41 | |
| Effects of exchange rate changes on cash and cash equivalents |
3,402.19 | 3,402.19 | |
| Net increase/decrease in cash and cash equivalents |
4,984,441.29 | 4,984,441.29 | |
| Cash and cash equivalents at the beginning of the period |
10,908,588.36 | 10,908,588.36 | |
| Cash and cash equivalents at the end of the period |
15,893,029.65 | 15,893,029.65 |
Other differences from previous years have been restated directly in the opening balance sheet as at 1 January 2008 in accordance with IAS 8.42b. The following table shows the resulting restated amounts.
| Assets in Euro |
31 Dec 2007 | Corrections acc. to IAS 8 |
Opening balance sheet as at 1 Jan 2008 |
|---|---|---|---|
| Current assets | |||
| Cash and cash equivalents | 10,908,588.36 | 10,908,588.36 | |
| Trade receivables | 13,309,933.47 | -2,725,721.87 | 10,584,211.60 |
| Intercompany receivables | 906,062.79 | 906,062.79 | |
| Inventories | 1,550,324.06 | 1,550,324.06 | |
| Other current assets | 115,067.74 | -1,057.19 | 114,010.55 |
| Total current assets | 26,789,976.42 | -2,726,779.06 | 24,063,197.36 |
| Non-current assets | |||
| Property, plant and equipment | 1,311,684.18 | 1,311,684.18 | |
| Intangible assets | 264,220.19 | 264,220.19 | |
| Goodwill | 2,950,000.00 | 2,950,000.00 | |
| Non-current financial instruments | 686,258.02 | 686,258.02 | |
| Deferred tax assets | 1,722,468.03 | 1,722,468.03 | |
| Total non-current assets | 6,934,630.42 | 6,934,630.42 | |
| Total assets | 33,724,606.84 | -2,726,779.06 | 30,997,827.78 |
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| Liabilities in Euro |
31 Dec 2007 | Corrections acc. to IAS 8 |
Opening balance sheet as at 1 Jan 2008 |
|---|---|---|---|
| Current liabilities | |||
| Current portion of finance lease liabilities | 21,029.15 | 21,029.15 | |
| Trade payables | 4,898,409.90 | -148,728.78 | 4,749,681.12 |
| Other provisions | 3,632,995.00 | 3,632,995.00 | |
| Current tax liabilities | 192,257.00 | 192,257.00 | |
| Other current liabilities | 1,495,776.82 | -88,053.77 | 1,407,723.05 |
| Deferred income | 560,703.78 | 560,703.78 | |
| Total current liabilities | 10,801,171.65 | -236,782.55 | 10,564,389.10 |
| Non-current liabilities | |||
| Deferred tax liabilities | 24,602.77 | 24,602.77 | |
| Provisions for pensions | 1,157,978.56 | 1,157,978.56 | |
| Total non-current liabilities | 1,182,581.33 | 1,182,581.33 | |
| Equity | |||
| Share capital | 6,500,000.00 | 6,500,000.00 | |
| Capital reserves | 21,922,005.80 | 21,922,005.80 | |
| Treasury shares | -103,739.83 | -103,739.83 | |
| Group loss | -6,555,663.17 | -2,548,874.77 | -9,104,537.94 |
| Accumulated other comprehensive income/loss | -21,748.94 | 58,878.26 | 37,129.32 |
| Total equity | 21,740,853.86 | -2,489,996.51 | 19,250,857.35 |
| Total liabilities | 33,724,606.84 | -2,726,779.06 | 30,997,827.78 |
secunet Security Networks Aktiengesellschaft (secunet) is registered with the district court in Essen, Germany (under HRB 13615). It is a listed company in the "Prime Standard" segment of the regulated market in Frankfurt. The address of the company's registered office is secunet Security Networks Aktiengesellschaft, Kronprinzenstraße 30, 45128 Essen, Germany.
The secunet Group (hereinafter referred to as "the Group") provides telecommunications and information technology security services, in particular consultancy and systems solutions for information security and related activities.
The Consolidated Financial Statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as applicable in the European Union. The requirements of Sections 315 and 315a para. 1 of the German Commercial Code (Handelsgesetzbuch, HGB) have been met. The IFRS consist of the IFRS newly issued by the International Accounting Standards Board (IASB), the International Accounting Standards (IAS) and the interpretations of the International Financial Reporting Interpretations Committee (IFRIC) and Standing Interpretations Committee (SIC). All standards and interpretations issued by the IASB and applicable at the time of the preparation of the consolidated financial statements have been implemented, provided they have been endorsed by the EU. In this respect the consolidated financial statements of secunet AG comply with IFRS.
The Consolidated Financial Statements of secunet AG are presented in Euros. All amounts are stated in Euro, unless otherwise indicated.
The Consolidated Financial Statements and Company and Group Management Report were released by the Management Board on 2 March 2010 following their preparation. The amended Consolidated Financial Statements and amended Management Report for the Group and the Company were released by the Management Board on 29 June 2010.
The present Consolidated Financial Statements as at 31 December 2009 were prepared using the same accounting policies and the same methods of computation as in the previous year. Items in the balance sheet as at 31 December 2009 are classified by maturity; items in the income statement are classified by nature of expense. In order to improve the clarity of presentation, various items of the consolidated balance sheet and consolidated income statement have been summarised and explained in the notes.
The Consolidated Financial Statements – as well as the Annual Financial Statements of secunet AG – are filed with the operator of the electronic Federal Gazette and subsequently announced there. They are available for download on the website www.secunet.de. They may also be requested from secunet at the above address or inspected at the business premises of the company.
The Consolidated Financial Statements of secunet AG are included in the consolidated financial statements of Giesecke & Devrient Holding GmbH, Munich, which prepares the consolidated financial statements for the largest group of companies. The consolidated financial statements of Giesecke & Devrient Holding GmbH are filed with the operator of the electronic Federal Gazette.
Giesecke & Devrient GmbH, Munich, is the parent company.
Compared with the consolidated financial statements as at 31 December 2008, the following standards and interpretations were to be applied for the first time following the EU endorsement or entry into force of the standard:
59 Foreword Management report Consolidated Financial Statements Financial Statements AG Service
IFRS 8 was already applied by secunet AG last year. The new versions of the IAS 1 and IAS 23 standards had no effect for secunet AG. The IFRIC 13, IFRIC 15 and IFRIC 16 interpretations are currently not relevant for secunet AG.
In addition to the amendments based on the 2008 annual improvements, the following standards were amended. These amendments were to be applied following EU endorsement in financial year 2009:
None of these amendments had any effect for secunet AG.
The following new versions of and amendments to the standards and interpretations had been published by IASB or IFRIC as at the reporting date, but their application will not be obligatory until a subsequent reporting period or they have so far not been endorsed by the EU:
No use was made of the option allowing early adoption of standards and interpretations.
secunet AG does not expect the application of standards and interpretations that had been published as at the balance sheet date but were not yet applicable or had not yet been endorsed by the EU to have any material impact on its net assets, financial position or results of operations in future.
In addition to secunet AG, all significant subsidiaries over which secunet has the power to govern the financial and operating policies are included in the consolidated financial statements. In the reporting year and in the previous year, there were no minority interests in equity or in profit or loss for the period.
As at 31 December 2009, the consolidated group consisted of the parent company and two subsidiaries, as in the previous year.
Secunet Inc., USA, Austin, Texas, 100% participation (shelf company) is no longer operational and has not been consolidated since financial year 2002 on the grounds that it is not material.
The Group's accounting policies are applied consistently to the financial statements of secunet and of the foreign subsidiaries included in the consolidated financial statements.
The acquisition method of accounting is used to account for the acquisition of subsidiaries by the Group. The price of the acquisition is offset against the remeasured equity. The assets and liabilities of the acquired subsidiary are recognised at their fair values. Any remaining difference is recognised as goodwill in accordance with IFRS 3 and subjected to an annual impairment test.
Expenses and income and receivables and payables between the consolidated companies are eliminated. Intercompany profits are eliminated unless they are immaterial.
Write-downs of shares in included companies carried out in individual financial statements as well as intercompany receivables are reversed within the framework of consolidation.
The Group's presentation currency is Euro.
Subsidiaries' annual financial statements prepared in foreign currency are translated in accordance with the functional currency concept. In the consolidated financial statements, the translation of balance sheet items of all foreign companies from the local currency into Euro is at the average exchange rates prevailing at the balance sheet date, as the foreign companies included in the consolidated financial statements conduct their business independently in their local currencies. Differences versus the prior-year translation are recognised directly in equity under the item "Accumulated other comprehensive income/loss". Expense and income items are translated at average yearly exchange rates.
For the currency translation, the following exchange rates were used in respect of currencies of countries not belonging to the European Monetary Union.
| 1 Euro = | CHF | CZK |
|---|---|---|
| 31 Dec 2009 | 1.4876 | 26.4035 |
| Average | 1.5072 | 26.5124 |
The financial instruments shown in the balance sheet (financial assets and financial liabilities) within the meaning of IAS 32 and IAS 39 comprise certain financial assets, trade receivables, cash and cash equivalents, trade payables and certain other assets and liabilities arising from contractual agreements.
Financial assets or liabilities are initially recognised at the cost of acquisition, which corresponds to their fair value plus transaction costs. Measurement subsequent to initial recognition varies for the different categories of financial asset or liability:
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Financial assets are derecognised when the company gives up control of the contractual rights of which the financial asset is comprised. Financial liabilities are derecognised when the obligation specified in the contract is discharged or cancelled or expired.
Details of the type of financial instruments including material contractual agreements on maturities and other terms and conditions that may affect the amount, timing and probability of occurrence of future cash flows are given elsewhere in these notes.
Non-current financial instruments include premium reserve shares from reinsurance contracts, which are measured at fair value.
The Group regards all highly liquid assets whose withdrawal or usage is not restricted as cash and cash equivalents. Alongside cash in hand and deposits held at call with banks, these also include short-term bank deposits with original maturities of three months or less.
Inventories, which consist almost exclusively of merchandise, are measured at the lower of cost or net realisable value less costs not yet incurred. Cost is calculated in accordance with the weighted average cost method.
Property, plant and equipment consists exclusively of office and operating equipment and is measured at historical cost less accumulated depreciation. When items of property, plant and equipment are disposed of or retired, their historical costs, accumulated depreciation and impairment are eliminated from the balance sheet and the gain or loss resulting from their sale is recognised in the income statement. Historical costs also include individually attributable additional and subsequent costs of acquisition. Purchase price reductions are offset.
Subsequent costs are only included in the asset's carrying amount or recognised as a separate asset, as appropriate, when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the income statement during the financial year in which they are incurred.
Depreciation is over a period of three to ten years and is calculated on a straight-line basis.
The assets' residual value and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.
Intangible assets with a finite useful life are measured at historical cost less accumulated amortisation calculated using the straight-line method. Acquired software is amortised over three years. The amortisation period and method are reviewed annually at the end of each financial year.
Costs incurred in preserving the original economic benefits of existing software systems are recognised as expense when the maintenance work is carried out.
Goodwill represents the excess of the cost of an acquisition over the fair value of the Group's share of the net identifiable assets of the acquired subsidiary at the date of the acquisition.
Goodwill on acquisitions of subsidiaries is assigned to the category of intangible assets with indefinite useful lives. Under IFRS 3 in conjunction with IAS 36 and IAS 38, goodwill is not amortised but is instead subjected to an annual impairment test and carried at cost less accumulated impairment losses.
Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and its value in use. For the purposes of the impairment test, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units).
Where there is an indication that the impairment no longer exists or has decreased, the impairment reversal is recognised as income in the income statement for the asset in question. There were no impairments or impairment reversals in the reporting year.
In impairment testing, goodwill acquired in a business combination is allocated to those cash-generating units that are expected to benefit from the synergies arising from the business combination. Impairment testing is carried out on an annual basis and additionally whenever there are indications of impairment in the respective cash-generating unit.
If the carrying amount of the cash-generating unit exceeds its recoverable amount, the carrying amount of the goodwill allocated to this cash-generating unit must be reduced by the amount of the difference. Impairment losses already recognised are not reversed in this process. If the impairment of the cash-generating unit exceeds the carrying amount of the goodwill allocated to it, the remaining impairment loss is recognised by reducing, on a pro-rata basis, the carrying amounts of the cash-generating unit's identifiable assets.
The recoverable amount of a cash-generating unit is measured on the basis of its value in use, which is calculated from the present value of the future cash flows expected to be derived from the cash-generating unit. A pre-tax discount rate of 13.48% was used for this calculation. Projections are based on past experience and the management's expectations regarding the future development of the market.
There were no write-downs in the year under review.
Income tax expense is calculated on the basis of the profit for the year and takes into account deferred taxes. In accordance with IAS 12, deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the IFRS financial statements. Deferred income tax assets also comprise tax reduction claims that arise from the expected use of existing loss carryforwards in subsequent years. Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.
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63 Foreword Management report Consolidated Financial Statements Financial Statements AG Service
Deferred income tax is calculated using the tax rates (and laws) that have been enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred tax is recognised in the income statement as tax income or expense.
Leases of property, plant and equipment where the Group has substantially borne all of the risks and rewards of ownership are classified as financial leases. Finance leases are capitalised at the lease's commencement at the lower of the fair value of the leased property and the present value of the minimum lease payments. The lease instalments are divided into an interest element and a repayment element.
Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases.
Payments made under operating leases are charged to the income statement on a straight-line basis over the period of the lease.
Other provisions comprise all legal and constructive obligations towards third parties identifiable at the balance sheet date that are based on past events and where the amount or due date of the obligation is not certain. The provisions are recognised in the amount of the best estimate of the settlement amount. Possible claims for reimbursement are not offset against the provisions.
In accordance with IAS 19, provisions for pensions are measured using the projected unit credit method for defined benefit plans. This means that future obligations are measured using actuarial methods to estimate the relevant variables.
Actuarial gains or losses are credited or charged to the income statement if they exceed 10% of the defined benefit obligation at the beginning of the period. In such a case, the actuarial gains or losses are recognised immediately in the income statement. Reported provisions for pensions are based on actuarial certificates issued by an independent actuary.
Contributions under defined contribution plans are recognised as expense.
Payments made or received for agreed future obligations are recognised at the time of the cash flow and written back to the income statement over the term of the agreement.
The capital reserves result from payments in connection with corporate actions. They are available for the purposes of offsetting losses incurred and capital increases from the company's own funds.
Treasury shares are shares in the parent company held by the parent company itself. The acquisition of treasury shares is shown in the consolidated financial statements as a change in equity. No gain or loss is shown in the income statement for the sale, issue or recalling of treasury shares. The consideration in such transactions is recognised in the consolidated financial statements as a change in equity.
Currency translation differences from the currency translation of financial statements of foreign subsidiaries are recognised under "Accumulated other comprehensive income/loss".
Revenue is recognised when it is probable that the future economic benefits associated with the corresponding transaction will flow to the company and when the amount of revenue can be reliably measured.
Revenue is shown net of value-added tax and any discounts when the sale of goods or services has taken place and the risks and rewards associated with ownership have been substantially transferred.
According to IAS 18, revenue from services is recognised with reference to the stage of completion of the transaction, provided the criteria under IAS 18.20 are met. Work already done for clients as at the balance sheet date but not yet invoiced is valued at the market prices prevailing at the balance sheet date and recognised as revenue in the amount of the work already carried out in relation to the overall service to be performed. Loss-free valuation is used. The resulting balance sheet entry is recognised under current receivables. Any prepayments are deducted up to the amount of the balance sheet entry calculated.
Revenue recognition for separately identifiable components of a single transaction follows IAS 18.13. Transactions with separately identifiable components are contracts where the buyer receives a service in addition to a good. The existing recognition criteria are to be applied separately to each component of the transaction.
Revenue from contractual services that are to be performed in a period subsequent to the balance sheet date and have already been invoiced is deferred and then recognised in the income statement over the agreed term.
In the preparation of the consolidated financial statements, assumptions and estimates were made that affected the reported amounts of assets, liabilities, income and expenses. These assumptions and estimates relate essentially to the calculation of useful lives, receivables and the recognition and measurement of provisions, and the realisability of deferred tax assets. The goodwill impairment test is also subject to estimates and assumptions. In some cases, actual results may differ from these estimates and assumptions. Changes are taken into account in the income statement at the time when better knowledge becomes available.
The balance sheet is classified into non-current and current assets and liabilities. Assets and liabilities due within one year are recognised as current.
In accordance with IAS 12, deferred tax balances are recognised as non-current assets and liabilities.
Cash and cash equivalents comprise cheques, cash in hand and bank balances. The bank balances comprise a call deposit and short-term time deposits with Commerzbank Essen in the amount of kEuro 13,200. The rate of interest on these is between 0.24% and 0.70% p.a.
The movement in cash and cash equivalents is shown in the cash flow statement.
The residual term of all receivables was less than one year.
Trade receivables include an accrued amount of Euro 1,628,845.59 (previous year: Euro 735,418.63/as at 1 January 2008: Euro 1,176,746.24) for consultancy services rendered to customers but not yet invoiced as at 31 December 2009. All intercompany receivables also result from trade receivables.
The ageing of all trade receivables is as follows:
| Overdue in days in Euro |
31 Dec 2009 | 31 Dec 2008 | 1 Jan 2008 |
|---|---|---|---|
| Not impaired and not overdue | 18,348,572.72 | 10,800,763.75 | 7,413,074.12 |
| 1–30 | 2,542,139.00 | 616,390.14 | 2,058,844.50 |
| 31–90 | 205,447.00 | 788,113.18 | 1,136,042.76 |
| 91–180 | 34,396.00 | 0.00 | 811,287.01 |
| 181–360 | 122,613.48 | 93,763.00 | 71,026.00 |
| > 360 | 3,602.00 | 84,666.09 | 0.00 |
| Total | 21,256,770.20 | 12,383,696.16 | 11,490,274.39 |
65 Foreword Management report Consolidated Financial Statements Financial Statements AG Service
The valuation allowance for trade receivables was as follows:
| in Euro | 2009 | 2008 |
|---|---|---|
| As at 1 Jan | 0.00 | 12,970.00 |
| Added | 22,350.00 | 0.00 |
| Released | 0.0 | -12,970.00 |
| As at 31 Dec | 22,350.00 | 0.00 |
Additions to the valuation allowance are recognised in the income statement under other operating expenses, while releases are recognised accordingly under other operating income.
Other current assets include advance payments of kEuro 93 already received. The remaining amount is made up of travel expense advances to employees and other receivables due within 90 days. No impairments were made.
Property, plant and equipment
The movement in property, plant and equipment, which consists exclusively of office and operating equipment, may be summarised as follows:
| in Euro | 2009 | 2008 |
|---|---|---|
| Accumulated historical cost as at 1 Jan | 5,895,707.32 | 5,632,508.06 |
| Additions | 840,466.66 | 740,733.83 |
| Disposals | -253,876.11 | -477,534.57 |
| As at 31 Dec | 6,482,297.87 | 5,895,707.32 |
| Accumulated depreciation as at 1 Jan | 4,565,335.35 | 4,320,823.88 |
| Additions | 703,122.15 | 714,167.04 |
| Disposals | -253,450.11 | -469,655.57 |
| As at 31 Dec | 5,015,007.39 | 4,565,335.35 |
| Carrying amount as at 31 Dec | 1,467,290.48 | 1,330,371.97 |
There were no restrictions on disposal or fixed assets pledged to lenders.
Intangible assets
The movement in intangible assets may be summarised as follows:
| in Euro | 2009 Goodwill |
2009 Software |
2008 Goodwill |
2008 Software |
|---|---|---|---|---|
| Accumulated historical cost as at 1 Jan | 2,950,000.00 | 997,776.95 | 2,950,000.00 | 1,038,074.85 |
| Additions | 0.00 | 116,999.48 | 0.00 | 61,422.35 |
| Disposals | 0.00 | -1,893.69 | 0.00 | -101,720.25 |
| As at 31 Dec | 2,950,000.00 | 1,112,882.74 | 2,950,000.00 | 997,776.95 |
| Accumulated depreciation as at 1 Jan | 0.00 | 792,488.53 | 0.00 | 773,854.66 |
| Additions | 0.00 | 114,913.64 | 0.00 | 120,354.12 |
| Disposals | 0.00 | -1,893.69 | 0.00 | -101,720.25 |
| As at 31 Dec | 0.00 | 905,508.48 | 0.00 | 792,488.53 |
| Carrying amount as at 31 Dec | 2,950,000.00 | 207,374.26 | 2,950,000.00 | 205,288.42 |
Amortisation is recognised under "Depreciation and amortisation". There were no write-downs in the year under review.
There were no research and development costs requiring recognition of an asset in the last two years
The breakdown of goodwill by segment is as follows:
| Carrying amount of the goodwill in kEuro |
31 Dec 2009 | 31 Dec 2008 |
|---|---|---|
| Business Security | 838 | 838 |
| Government | 773 | 773 |
| High Security | 1,339 | 1,339 |
| 2,950 | 2,950 |
Goodwill was allocated to the cash-generating units in accordance with the Group's management structure. These cashgenerating units represent the lowest reporting level in the Group at which goodwill can be monitored by the management for internal management purposes.
In testing goodwill for impairment in accordance with IAS 36, the recoverable amount of the cash-generating unit is determined by its value in use. A unit's value in use is calculated from the present value of its future cash flows. As in the previous year, a pre-tax discount rate of 13.48% was used for this calculation. The underlying projections employed for the test are based on a period of three years and take into account past experience and the management's expectations regarding the future development of the market. Projections further into the future are made by extrapolating cash flows in perpetuity without factoring in a growth rate for value in use.
As the present value of future cash flows exceeded the carrying amounts of the goodwill, no impairment of goodwill was necessary. Even increasing the discount rate by one percentage point and taking into account a flat discount rate of 10% for the expected cash flows did not result in any impairment of goodwill.
The premium reserve shares from reinsurance contracts shown under non-current financial instruments amount to Euro 1,011,725.61 (previous year: Euro 798,777.32). These are for the reinsurance of the existing defined benefit obligations of 20 secunet employees from pension commitments assumed from previous employers. The existing reinsurance contracts are not plan assets under IAS 19.
In the reporting year there was a reassessment of the realisability of deferred tax assets from loss carryforwards. The deferred tax claim was calculated on the basis of projections for the two subsequent years using the minimum tax rate.
67 Foreword Management report Consolidated Financial Statements Financial Statements AG Service
In financial year 2009 deferred tax assets were recognised on all of the German company's remaining loss carryforwards, as these are expected to be used within the next two years. The amount of loss carryforwards not recognised stood at kEuro 3,788 for corporate tax and kEuro 1,913 for trade tax in the previous year.
In addition, there were loss carryforwards at foreign companies of kEuro 1,813 (previous year: kEuro 1,082) for which no deferred taxes were recognised. Deferred tax claims not recognised were kEuro 480 (previous year: kEuro 1,216). The amendments made in accordance with IAS 8 did not result in an amendment to the inclusion of deferred tax assets.
A tax rate of 32.28% was used to calculate domestic deferred taxes (previous year: 31.76%). This tax rate includes trade tax and corporate tax and also the solidarity surcharge.
The breakdown of deferred taxes recognised in the balance sheet is as follows:
| Balance sheet entry in Euro |
31 Dec 2009 | 31 Dec 2008 |
|---|---|---|
| Deferred tax assets | ||
| from provisions for pensions and similar liabilities | 171,283.49 | 152,966.64 |
| from loss carryforward/profit or loss for the period | 397,519.42 | 1,328,899.38 |
| from other matters | 12,338.39 | 12,634.45 |
| 581,141.30 | 1,494,500.47 | |
| Deferred tax liabilities | ||
| from receivables | -25,707.47 | -15,086.95 |
| from other matters | 0.00 | -8,938.23 |
| -25,707.47 | -24,025.18 | |
| Total | 555,433.83 | 1,470,475.29 |
The movement in deferred taxes in the income statement may be summarised as follows:
| Income statement expense/income in Euro |
1 Jan – 31 Dec 2009 | 1 Jan – 31 Dec 2008 |
|---|---|---|
| Deferred tax assets | ||
| from provisions for pensions and similar liabilities | 18,316.85 | 1,154.08 |
| from loss carryforward/profit or loss for the period | -931,379.96 | -215,251.81 |
| from other matters | -296.06 | -13,869.83 |
| -913,359.17 | -227,967.56 | |
| Deferred tax liabilities | ||
| from receivables | -10,620.52 | -156.76 |
| from other matters | 8,938.23 | 734.35 |
| -1,682.29 | 577.59 | |
| Total | -915,041.46 | -227,389.97 |
Intercompany payables were trade payables.
Other current liabilities break down as follows:
| in Euro | 31 Dec 2009 | 31 Dec 2008 | 1 Jan 2008 |
|---|---|---|---|
| Payable wage income tax and church tax | 326,443.79 | 266,195.22 | 239,059.63 |
| Payable social security contributions | 15,927.12 | 21,441.30 | 3,212.56 |
| Payable value-added tax | 1,432,332.14 | 829,561.78 | 550,307.07 |
| Liabilities towards employees | 1,915.80 | 55,466.65 | 40,941.14 |
| Other liabilities | 270,865.25 | 131,061.70 | 574,202.65 |
| Total | 2,047,484.11 | 1,303,726.65 | 1,407,723.05 |
The maturities of the liabilities are as shown below:
| in Euro | Total | Residual term up to 1 year |
Residual term 1 to 5 years |
Residual term over 5 years |
||||
|---|---|---|---|---|---|---|---|---|
| 2009 | 2008 | 2009 | 2008 | 2009 | 2008 | 2009 | 2008 | |
| Trade payables | 10,060,261.34 | 9,226,774.26 | 10,060,261.34 | 9,226,774.26 | 0.00 | 0.00 | 0.00 | 0.00 |
| Intercompany payables |
0.00 | 73,244.50 | 0.00 | 73,244.50 | 0.00 | 0.00 | 0.00 | 0.00 |
| Other current liabilities |
2,047,484.11 | 1,303,726.65 | 2,047,484.11 | 1,303,726.65 | 0.00 | 0.00 | 0.00 | 0.00 |
The amended items as of 1 January 2008 are exclusively items with a maturity of less than one year.
| in Euro | 2009 | 2008 |
|---|---|---|
| Opening balance as at 1 Jan | 1,285,733.00 | 1,157,978.56 |
| Used | 0.00 | 0.00 |
| Change in plan assets | 61,171.00 | 0.00 |
| Added | 153,856.36 | 127,754.44 |
| Closing balance as at 31 Dec | 1,500,760.36 | 1,285,733.00 |
Provisions for pensions and similar liabilities are formed on the basis of the company's individual contract commitments towards its employees. 28 employees at secunet AG who were employed at other companies in the past are entitled to a pension. New employees of secunet are not eligible for pensions. The pension entitlement is based on income at the time of retirement or leaving the company. Entitlement to an annual pension begins at the end of the first ten years of service after the age of 30 and increases for every further year of continued service at the company.
For employees of secunet SwissIT AG, provision is made for pension payments on the basis of the Swiss Federal Act on Occupational Old Age, Survivors' and Invalidity Pension Plans (BVG).
69 Foreword Management report Consolidated Financial Statements Financial Statements AG Service
The actuarial certificate for the eligible employees of secunet AG as at 31 December 2009 is based on trend assumptions of 2.5% for salary growth (previous year: 2.5%), 1.5% p.a. for pension growth (previous year: 1.5% p.a.), an inflation rate of 1.5% p.a. (previous year: 1.5% p.a.) and an actuarial interest rate of 5.87% p.a. (previous year: 5.5% p.a.). The calculations were based on Dr Klaus Heubeck's 2005 mortality tables.
A separate actuarial certificate was drawn up for the employees of secunet SwissIT, based on future salary growth of 2.0%, pension growth of 0.0%, an actuarial interest rate of 3.25% and a return on assets of 3.25%. The mortality of the beneficiaries, fluctuation rates, invalidity rates, early retirement behaviour and survivors' payments were calculated on the basis of the BVG 2005 actuarial tables.
The defined benefit obligation as at 31 December 2009 was Euro 1,418,116. The difference between this and the balance sheet entry represents an actuarial gain of Euro 82,644. Where unrealised actuarial gains /losses exceed 10% of the defined benefit obligation, the amount in excess is immediately credited or charged to the income statement. In the reporting year, Euro 19,956 was charged to the income statement.
The recognised provisions for pensions are calculated as follows:
| in Euro | 2009 | 2008 |
|---|---|---|
| Present value of the pension commitments covered by plan assets |
416,778.70 | 0.00 |
| Fair value of plan assets | -313,928.48 | 0.00 |
| Balance of unrecognised actuarial gains and losses | -41,679.22 | 0.00 |
| Provision for pension entitlements from plan assets | 61,171.00 | 0.00 |
| Present value of pension entitlements not financed by plan assets |
1,315,266.00 | 1,270,202.00 |
| Balance of unrecognised actuarial gains and losses | 124,323.36 | 15,531.00 |
| Provision for pension entitlements not covered by plan assets |
1,439,589.36 | 1,285,733.00 |
| Recognised provisions for pensions | 1,500,760.36 | 1,285,733.00 |
Changes to the defined benefit obligations in the reporting year were as follows:
| in Euro | 2009 | 2008 |
|---|---|---|
| As at 1 Jan | 1,565,980.44 | 1,052,709.00 |
| Current service cost | 125,881.42 | 67,873.00 |
| Interest cost | 79,273.13 | 60,004.00 |
| Actuarial gains /losses | -51,862.54 | 89,616.00 |
| Benefits paid | 12,772.25 | 0.00 |
| As at 31 Dec | 1,732,044.70 | 1,270,202.00 |
The movement in the fair value of the plan assets in the financial year may be summarised as follows:
| in Euro | 2009 |
|---|---|
| Opening balance as at 1 Jan | 310,567.37 |
| Expected return on plan assets | 8,066.68 |
| Actuarial gains and losses | -4,705.57 |
| Closing balance as at 31 Dec | 313,928.48 |
Costs arising from the defined benefit obligations were comprised of the following:
| in Euro | 2009 | 2008 |
|---|---|---|
| Current service cost | 125,881.42 | 67,873.00 |
| Interest cost | 79,273.13 | 60,004.00 |
| Recognition of actuarial gains and losses | 19,956.00 | -122.56 |
| Expected return on plan assets | -8,066.68 | 0.00 |
| Costs for the year | 217,043.87 | 127,754.44 |
In line with actuarial certificates, expenses arising from the commitments are distributed over the service life of employees and consist of the interest cost, the service cost and the actuarial gains recognised for the current year under staff costs.
The movement in the defined benefit obligation (DBO) over the last five years may be summarised as follows:
| in Euro Year |
Present value | Plan assets | Obligation not covered by plan assets |
|---|---|---|---|
| 2005 | 1,310,402 | 0 | 1,310,402 |
| 2006 | 1,457,349 | 0 | 1,457,349 |
| 2007 | 1,052,709 | 0 | 1,052,709 |
| 2008 | 1,270,202 | 0 | 1,270,202 |
| 2009 | 1,732,045 | 313,928 | 1,418,116 |
The provision was not used in 2009.
Against the defined benefit obligation were premium reserve shares from reinsurance contracts in the amount of Euro 1,011,725.61, which do not represent plan assets under IAS 19.
Empirical adjustments to pension plan debts within the Group reached Euro -82,644 in 2009 (previous year: Euro -15,654). The actual return on plan assets stood at Euro 3,361.
Pension provisions of Euro 1,697,224 are expected as at 31 December 2010, based on annual expense of Euro 156,803.
In the reporting year, secunet paid contributions of kEuro 1,296 (previous year: kEuro 1,181) into the statutory pension insurance plan, which is regarded as a defined contribution plan. In the case of defined contribution pension plans, the company has no further obligations beyond the payment of contributions. These expenses are recognised under staff costs.
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Other provisions all have a term of less than one year. Movement is shown in the table below:
| in Euro | 1 Jan 2009 | Claimed | Released | Added | 31 Dec 2009 |
|---|---|---|---|---|---|
| Annual employee bonuses | 2,293,635.21 | -2,216,457.21 | -38,888.00 | 4,028,111.11 | 4,066,401.11 |
| Outstanding leave | 424,961.17 | -414,122.24 | 0.00 | 388,713.38 | 399,552.31 |
| Professional association contributions |
63,000.00 | -63,000.00 | 0.00 | 72,000.00 | 72,000.00 |
| Other | 346,295.35 | -325.235,35 | -21,060.00 | 918.156,75 | 918,156.75 |
| Total | 3,127,891.73 | -3.018.814,80 | -59,948.00 | 5.406.981,24 | 5,456,110.17 |
There are no off-balance-sheet risks in addition to the risks on the balance sheet.
For the risks on the balance sheet, the probable risk of utilisation corresponds to the maximum risk.
The Group's equity is shown in the consolidated statement of changes in equity.
As in the previous year, secunet AG holds 30,498 treasury shares. This corresponds to 0.469% of the share capital.
The share capital has remained unchanged at Euro 6,500,000. It is divided into 6,500,000 bearer shares without par value. All shares are fully paid. Calculated on a profit of Euro 2,409,137.21, earnings per share was Euro 0.37 (6,469,502 shares) in 2009, compared with Euro 0.24 (6,469,502 shares) in the previous year.
secunet's capital reserves were unchanged from the previous year, with Euro 1,902,005.80 of the total resulting from payments by the shareholder before the transformation of secunet into a public company limited by shares. The price premium paid in the initial public offering accounts for Euro 20,020,000 of the total.
Accumulated other comprehensive loss consists exclusively of currency translation differences from the currency translation of financial statements of foreign subsidiaries.
No dividend was paid for 2008. The Management did not propose that any dividend be paid for 2009.
Domestic revenue totalled Euro 59,029,686.19 (previous year: Euro 40,698,125.51), while revenue generated abroad was Euro 4,928,370.44 (previous year: Euro 9,954,845.55). Revenue is divided up by customer location.
In the last two financial years, other operating income was made up of the following:
| in Euro | 2009 | 2008 |
|---|---|---|
| Proceeds from administrative services and leasing | 95,581.16 | 111,640.98 |
| Income from the release of provisions | 59,948.00 | 107,314.18 |
| Income from the utilisation of provisions | 289,290.63 | 730,425.01 |
| Other | 132,209.59 | 334,721.44 |
| Total | 577,029.38 | 1,284,101.61 |
| in Euro | 2009 | 2008 |
|---|---|---|
| Cost of purchased merchandise | 24,265,094.39 | 18,655,737.27 |
| Cost of purchased services | 2,425,588.86 | 2,660,852.49 |
| Total | 26,690,683.25 | 21,316,589.76 |
| in Euro | 2009 | 2008 |
|---|---|---|
| Salaries | 15,309,897.62 | 13,891,846.79 |
| Annual employee bonuses | 3,689,449.00 | 2,032,862.00 |
| Overtime payments | 1,478.05 | 4,180.35 |
| Other salary costs | 167,074.80 | 100,340.57 |
| Salaries, total | 19,167,899.47 | 16,029,229.71 |
| Employer's social security contributions | 2,743,835.12 | 2,529,497.23 |
| Professional associations | 72,366.85 | 63,000.00 |
| Social security costs | 2,816,201.97 | 2,592,497.23 |
| Pension costs | 217,043.87 | 127,754.00 |
| Financial assistance | 5,700.00 | 17,745.63 |
| Old age pension costs | 222,743.87 | 145,499.63 |
| Staff costs | 22,206,845.31 | 18,767,226.57 |
The Group employed an average of 276 staff in 2009, compared with 255 in the previous year (excluding the Management Board).
Other operating expenses were as follows:
| in Euro | 2009 | 2008 |
|---|---|---|
| Rental and lease expenses | 1,922,884.82 | 1,849,431.14 |
| Travel expenses | 1,291,669.40 | 1,419,307.87 |
| Advertising expenses | 1,167,654.25 | 841,645.77 |
| Vehicle costs | 859,132.38 | 780,732.88 |
| Other consulting, certificates and information | 832,421.73 | 536,637.09 |
| IT costs | 605,173.70 | 408,411.60 |
| Other taxes | 603,150.79 | 26,584.97 |
| Additions to provisions | 463,416.63 | 513,196.00 |
| Postage, telephone and bank charges | 362,584.85 | 375,363.35 |
| Incidental staff costs | 350,019.71 | 423,905.13 |
| Servicing/maintenance | 291,785.98 | 312,034.52 |
| Commission and licences | 278,874.18 | 331,793.68 |
| Insurance | 165,090.32 | 152,642.50 |
| Other third-party services | 151,331.76 | 153,225.31 |
| Audit/pension certificates | 142,621.49 | 199,356.48 |
| Entertainment/representation | 139,574.23 | 105,017.84 |
| Contributions /fees | 133,189.28 | 214,649.83 |
| Technical consumables | 108,161.71 | 108,161.02 |
| Legal advice | 104,416.81 | 79,559.03 |
| Office supplies | 83,217.68 | 62,127.01 |
| Outbound freight | 66,233.75 | 68,095.77 |
| Temporary staff | 53,815.02 | 306.00 |
| Derecognition of receivables | 33,907.90 | 11,018.26 |
| Technical literature and prints | 20,510.22 | 18,876.91 |
| Other | 662,858.65 | 363,672.06 |
| Total | 10,893,697.24 | 9,355,752.02 |
In financial year 2009 an amount of Euro 571,539.74 was recognised within other taxes for the payment of value-added tax and wage income tax arrears.
The interest income of Euro 78,017.94 (previous year: Euro 318,924.35) derives from call and time deposits with banks.
The 2009 interest expense of Euro 44,549.63 (previous year: Euro 12,873.94) essentially comprises interest paid on an additional value-added-tax claim.
Actual taxes of Euro 587,935.79 (previous year: Euro 248,876.16) were incurred in the reporting year. This includes taxes for previous years in the amount of Euro -489.76 (previous year: Euro 23,741.00).
The income tax expense is derived from the theoretical tax expense, applying a tax rate of 32.28% (previous year: 31.76%) to the profit before tax. The tax expense arising from the application of the tax rate for secunet AG can be worked out as follows:
| in Euro | 2009 | 2008 |
|---|---|---|
| Group profit before tax | 3,912,114.47 | 2,005,611.24 |
| Expected tax expense | -1,262,830.55 | -636,982.13 |
| Tax effect of change in tax rates | 4,565.60 | 15,371.75 |
| Use of loss carryforwards | 32,209.82 | 311,272.51 |
| Other items | -276,922.13 | -126,893.46 |
| Effective tax expense | -1,502,977.26 | -437,231.33 |
Deferred taxes were calculated on the basis of applicable tax rates. The change in the tax rates applied resulted in a one-time tax effect of Euro 4,565.60 (previous year: Euro 15,371.75) under deferred tax assets and liabilities as at 31 December 2009.
In financial year 2009 Giesecke & Devrient GmbH, Munich, acquired additional shares in secunet AG. This resulted in a forfeiture of loss carryforwards in the amount of Euro 2,346,150 for corporate tax and Euro 1,794,529 for trade tax.
The effective tax rate in the reporting year, based on the Group profit before tax, was 38.4% (previous year: 21.8%).
The cash flow statement shows the changes in cash over the course of the reporting year, broken down into cash flows from operating, investment and financing activities. Cash and cash equivalents consists of cash in hand, bank current accounts and time and call deposit accounts with banks.
The cash flow from operating activities was determined using the indirect method.
supervisory Board Share Corporate Governance
secunet adopted a new, customer-driven corporate structure in 2007. The Group is now divided into the Public Sector division, made up of the High Security and Government business units, and the Private Sector division, made up of the Business Security and Automotive business units.
The High Security, Government and Business Security business units are shown as separate segments for the purposes of segment reporting, as they meet at least one of the quantitative thresholds defined in IFRS 8.13. The Automotive business unit does not meet any of the quantitative thresholds laid down in IFRS 8.13 and is therefore reported together with overheads under "Other segments". The segments were identified on the basis of the internal reporting structure of the company as set out by the management within the meaning of IFRS 8.5.
| Segment report 2009 in kEuro |
Business Security |
Government | High Security |
Other segments |
Recon ciliation |
secunet 2009 |
|---|---|---|---|---|---|---|
| Segment revenue external | 8,601 | 15,419 | 38,851 | 1,169 | -82 | 63,958 |
| Segment revenue internal | 1,680 | 387 | 24 | 349 | -2,440 | 0 |
| Segment result (EBIT) | -161 | 649 | 5,018 | -2,195 | 615 | 3,926 |
| Goodwill | 838 | 773 | 1,339 | 0 | 0 | 2,950 |
| Significant expenses | ||||||
| Staff costs | -4,584 | -6,316 | -5,679 | -6,182 | 554 | -22,207 |
| Cost of purchased materials and services |
-1,902 | -2,994 | -22,260 | -183 | 648 | -26,691 |
| Depreciation and amortisation | -156 | -71 | -201 | -587 | 197 | -818 |
| Segment Report 2008 in kEuro |
Business Security |
Government | High Security |
Other segments |
Recon ciliation |
secunet 2008 |
|---|---|---|---|---|---|---|
| Segment revenue external | 8,826 | 12,158 | 28,705 | 1,562 | -598 | 50,653 |
| Segment revenue internal | 70 | 2 | 306 | 275 | -653 | 0 |
| Segment result (EBIT) | 224 | 1,412 | 1,194 | -1,348 | 181 | 1,663 |
| Goodwill | 838 | 773 | 1,339 | 0 | 0 | 2,950 |
| Significant expenses | ||||||
| Staff costs | -4,234 | -5,177 | -4,853 | -4,503 | 0 | -18,767 |
| Cost of purchased materials and services |
-1,569 | -2,200 | -18,156 | -375 | 983 | -21,317 |
| Depreciation and amortisation | -120 | -49 | -158 | -704 | 196 | -835 |
The adjustments in the financial statements primarily affected the Government business unit, and to a lesser extent the Business Security business unit.
There were no significant changes to the segment assets as at the reporting date.
The High Security business unit addresses the highly complex security requirements of authorities, the armed forces and international organisations. At the core of its product range is the Secure Inter-Network Architecture, SINA, developed in conjunction with the Federal Office for Information Security (Bundesamt für Sicherheit in der Informationstechnik, BSI).
The Government business unit supports authorities in Germany and abroad in all areas relating to e-government and IT security. This includes biometric solutions and electronic ID (eID) documents, the electronic healthcare card (eHealth), security validation and secure web solutions. This business unit operates a BSI-certified evaluation laboratory for IT conformity.
The staff of the Business Security business unit focus on security issues affecting industrial companies. Its product range includes identity management systems, qualified mass signature solutions for electronic invoicing, public key infrastructures and network security. In all areas, analyses, consulting and complete solutions are tailored to each customer's specific requirements.
The Automotive Security business unit deals with the IT security issues facing automotive manufacturers. With more and more vehicle functions now being computerised, it is becoming increasingly important for both automotive manufacturers and suppliers to ensure that built-in hardware and software components are protected against unauthorised changes.
Internal sales show the sales relationships between the Group companies. The transfer prices are essentially in line with the prices for third-party transactions.
Consolidation essentially involves the elimination of intra-group assets, liabilities, income and expenses. The accounting principles for the segments are identical to those used for the consolidated financial statements.
Our capital management is geared primarily to the provisions and requirements of company law. Where no special provisions dictate otherwise, the equity for tax purposes is the same as the equity for accounting purposes. In all other cases the equity for accounting purposes is adjusted in line with regulatory or contractual requirements.
As at 31 December 2009, equity amounted to Euro 23,209,909.35.
Risks from financial instruments The risks arising from financial instruments relate to liquidity, default and market risks.
To ensure that it has sufficient funds at its disposal, the Group prepares a detailed liquidity plan as part of its three-year planning. This is then compared against each set of month-end figures and subsequently analysed.
The finance department informs the CFO of the current level of available funds on a daily basis. In conjunction with a permanent reminder function, this ensures a high level of cash holdings at all times.
Given the high level of available funds, the Group has to date never needed to make use of credit lines.
At the end of the year the Group had cash and cash equivalents amounting to Euro 14,669,268.94 at its disposal. Current financial liabilities stood at Euro 12,095,504.74.
Default risks, or risks that counterparties cannot meet their payment obligations on time, are addressed with approval and control processes.
The Group also assesses the solvency of its customers on a regular basis.
The maximum amount of the default risks arising for the Group corresponds to its total receivables. The Group is not exposed to any unusual default risks in respect of individual contracting partners or groups of contracting partners. Default risks are recognised through valuation allowances.
There are no concentrations of default risks in respect of individual customers. The overall default risk is estimated to be low.
An analysis of the trade receivables that were overdue but not impaired can be found in the overview under (2).
Secunet generates the majority of its revenues in the eurozone. The risks resulting from exchange rate fluctuations are therefore not significant. Fixed interest rates are agreed for the company's interest-bearing receivables. Due to the high level of cash and cash equivalents, no financing through loans is required. Risks resulting from changes in interest rates can therefore also be regarded as low.
During 2009, there were no reclassifications of financial assets between the measurement categories under IAS 39. With the exception of premium reserves from reinsurance contracts, no financial assets or liabilities were measured at fair value.
The carrying values of current financial assets and liabilities represent an appropriate approximation of fair value for the purposes of IFRS.
The fair values of other non-current financial assets correspond to the carrying values. These are surrender values.
| Assets in Euro |
Carrying amount 31 Dec 2009 |
Loans and receivables |
Held to maturity |
Liabilities measured at amortised cost |
Measured according to other standards |
|---|---|---|---|---|---|
| Current assets | |||||
| Cash and cash equivalents | 14,669,268.94 | 14,669,268.94 | 0.00 | ||
| Trade receivables | 20,421,737.09 | 20,421,737.09 | 0.00 | ||
| Intercompany receivables | 835,033.11 | 835,033.11 | 0.00 | ||
| Inventories | 1,099,332.02 | 1,099,332.02 | |||
| Other current assets | 229,611.56 | 229,611.56 | 0.00 | ||
| Current tax assets | 36,920.11 | 36,920.11 | 0.00 | ||
| Non-current assets | |||||
| Property, plant and equipment | 1,467,290.48 | 1,467,290.48 | |||
| Intangible assets | 207,374.26 | 207,374.26 | |||
| Goodwill | 2,950,000.00 | 2,950,000.00 | |||
| Other financial assets | 1,011,725.61 | 1,011,725.61 | |||
| Deferred tax assets | 581,141.30 | 581,141.30 | |||
| Total assets | 43,509,434.48 | 36,192,570.81 | 0.00 | 0.00 | 7,316,863.67 |
| Liabilities in Euro |
Carrying amount 31 Dec 2009 |
Loans and receivables |
Held to maturity |
Liabilities measured at amortised cost |
Measured according to other standards |
|---|---|---|---|---|---|
| Current liabilities | |||||
| Trade payables | 10,060,261.34 | 10,060,261.34 | 0.00 | ||
| Intercompany payables | 0.00 | 0.00 | 0.00 | ||
| Other provisions | 5,456,110.17 | 5,456,110.17 | |||
| Current tax liabilities | 167,800.00 | 167,800.00 | |||
| Other current liabilities | 2,047,484.11 | 2,047,484.11 | 0.00 | ||
| Deferred income | 1,041,401.68 | 1,041,401.68 | |||
| Non-current liabilities | |||||
| Deferred tax liabilities | 25,707.47 | 25,707.47 | |||
| Provisions for pensions | 1,500,760.36 | 1,500,760.36 | |||
| Total liabilities | 20,299,525.13 | 0.00 | 0.00 | 12,107,745.45 | 8,191,779.68 |
79 Foreword Management report Consolidated Financial Statements Financial Statements AG Service
| Assets in Euro |
Carrying amount 31 Dec 2008 |
Loans and receivables |
Held to maturity |
Liabilities measured at amortised cost |
Measured according to other standards |
|---|---|---|---|---|---|
| Current assets | |||||
| Cash and cash equivalents | 15,893,029.65 | 15,893,029.65 | 0.00 | ||
| Trade receivables | 11,527,949.30 | 11,527,949.30 | 0.00 | ||
| Intercompany receivables | 855,746.86 | 855,746.86 | 0.00 | ||
| Inventories | 1,482,968.70 | 1,482,968.70 | |||
| Other current assets | 177,779.26 | 177,779.26 | 0.00 | ||
| Current tax assets | 140,472.54 | 140,472.54 | 0.00 | ||
| Non-current assets | |||||
| Property, plant and equipment | 1,330,371.97 | 1,330,371.97 | |||
| Intangible assets | 205,288.42 | 205,288.42 | |||
| Goodwill | 2,950,000.00 | 2,950,000.00 | |||
| Other financial assets | 798,777.32 | 798,777.32 | |||
| Deferred tax assets | 1,494,500.47 | 1,494,500.47 | |||
| Total assets | 36,856,884.49 | 28,594,977.61 | 0.00 | 0.00 | 8,261,906.88 |
| Liabilities in Euro |
Carrying amount 31 Dec 2008 |
Loans and receivables |
Held to maturity |
Liabilities measured at amortised cost |
Measured according to other standards |
|---|---|---|---|---|---|
| Current liabilities | |||||
| Trade payables | 9,226,774.26 | 9,226,774.26 | 0.00 | ||
| Intercompany payables | 73,244.50 | 73,244.50 | 0.00 | ||
| Other provisions | 3,127,891.73 | 3,127,891.73 | |||
| Current tax liabilities | 215,957.00 | 215,957.00 | |||
| Other current liabilities | 1,303,726.65 | 1,303,726.65 | 0.00 | ||
| Deferred income | 769,585.37 | 769,585.37 | |||
| Non-current liabilities | |||||
| Deferred tax liabilities | 24,025.18 | 24,025.18 | |||
| Provisions for pensions | 1,285,733.00 | 1,285,733.00 | |||
| Total liabilities | 16,026,937.69 | 0.00 | 0.00 | 10,603,745.41 | 5,423,192.28 |
In financial year 2009 expenses amounting to EUR 22,000 resulted from the establishment of valuation allowances. A valuation allowance of EUR 13,000 was released through the income statement in the previous year.
| in Euro | 2009 | 2008 |
|---|---|---|
| Loans and receivables | 76,054.15 | 310,703.61 |
| Non-current financial instruments | 11,179.94 | 19,458.40 |
| Leases | 0.00 | 2,639.34 |
| Liabilities measured at amortised cost | 0.00 | -7,080.51 |
| Total | 87,234.09 | 325,720.84 |
The company's other financial liabilities resulted mainly from long-term tenancy agreements for office premises. In 2009, 24 leasing agreements (previous year: 10) were entered into to replace expiring agreements, for company vehicles with a net acquisition cost of Euro 876,165.71 (previous year: Euro 337,634.80). These agreements are classed as operating leases and run for four years. The lessor is Mobility Concept GmbH, Unterhaching. These vehicles appear on the lessor's balance sheet. Lease payments of Euro 549,455.02 (previous year: Euro 509,942.29) were incurred in the reporting year.
| nominal value in Euro | 31 Dec 2009 | 31 Dec 2008 |
|---|---|---|
| Long-term rental commitments for various office premises | 5,468,192.24 | 3,852,836.75 |
| Lease commitments for office and operating equipment | 871,393.46 | 788,223.85 |
| Total | 6,339,585.70 | 4,641,060.60 |
The maturities of the liabilities are as follows:
| nominal value in Euro | 31 Dec 2009 | 31 Dec 2008 |
|---|---|---|
| Up to 1 year | 2,090,843.84 | 1,992,329.98 |
| More than 1 year but less than 5 years | 4,100,385.68 | 2,648,730.62 |
| More than 5 years | 148,356.18 | 0.00 |
| Total | 6,339,585.70 | 4,641,060.60 |
Liabilities from 2010 will be offset by minimum payments from non-cancellable subleases amounting to Euro 289,768.99 through 2012.
supervisory Board Share Corporate Governance
81 Foreword Management report Consolidated Financial Statements Financial Statements AG Service
The declaration pursuant to section 161 AktG has been made in respect of secunet AG and made permanently available to the shareholders on the company's website.
The members of the Management Board during the reporting year were:
Dr Rainer Baumgart, Chairman Graduate engineer Thomas Koelzer Graduate business economist (FH) Thomas Pleines
In 2009, fees paid to the statutory auditors BDO Deutsche Warentreuhand AG, Essen branch, in the amounts of kEuro 46 (previous year: kEuro 40) for auditing services, kEuro 51 (previous year: kEuro 59) for tax consulting services, kEuro 10 (previous year: kEuro 6) for other assurance services and kEuro 28 (previous year: kEuro 5) for other services were expensed.
Transactions with related persons
The individual amounts paid to members of the Management Board and Supervisory Board are set out in the remuneration report within the Group management report.
The remuneration of key management personnel breaks down into the following categories pursuant to IAS 24.
| in kEuro | 2009 | 2008 |
|---|---|---|
| Management Board | ||
| Short-term employee benefits in the financial year | 496.3 | 606.5 |
| Short-term employee benefits for the financial year | 306.0 | 0.0 |
| Post-employment benefits | 25.3 | 25.5 |
| Total | 827.6 | 631.0 |
| Supervisory Board | ||
| Short-term employee benefits | 34.5 | 34.7 |
Transactions with related companies of Giesecke & Devrient Holding GmbH secunet is a majority holding of Giesecke & Devrient GmbH, Munich, which has a 78.96% stake in the company. It is included in the consolidated financial statements of Giesecke & Devrient Holding GmbH.
The following transactions were carried out in the specified period with companies in the Giesecke & Devrient Holding GmbH Group:
| in Euro | 2009 | 2008 |
|---|---|---|
| Giesecke & Devrient GmbH, Munich | 1,622,503.21 | 1,542,886.05 |
| Giesecke & Devrient Egypt Services, LLC., Egypt | 400,000.00 | 1,183,120.54 |
| Papierfabrik Louisenthal GmbH, Gmund | 6,000.00 | 17,697.99 |
| Giesecke & Devrient (China) Information Technologies Co., Ltd., China |
0.00 | 204,135.15 |
| Total | 2,028,503.21 | 2,947,839.73 |
All transactions were at market prices.
| in Euro | 2009 | 2008 |
|---|---|---|
| Giesecke & Devrient GmbH, Munich | 128,997.23 | 110,621.67 |
| Giesecke & Devrient GB Ltd., Wembley, UK | 0.00 | 22,012.58 |
| Total | 128,997.23 | 132,634.25 |
All transactions were at market prices.
| in Euro | 2009 | 2008 |
|---|---|---|
| Giesecke & Devrient GmbH, Munich | 435,033.11 | 518,362.16 |
| Giesecke & Devrient Egypt Services, LLC., Egypt | 400,000.00 | 332,285.92 |
| Papierfabrik Louisenthal GmbH, Gmund | 0.00 | 5,098.78 |
| Total | 835,033.11 | 855,746.86 |
83 Foreword Management report Consolidated Financial Statements Financial Statements AG Service
| in Euro | 2009 | 2008 |
|---|---|---|
| Giesecke & Devrient GmbH, Munich | 0.00 | 73,244.50 |
| Total | 0.00 | 73,244.50 |
All receivables from and payables to Group companies are trade receivables and payables.
No transactions took place with companies that have a participating interest in Giesecke & Devrient Holding GmbH.
Until 15 July 2009 secunet was a subsidiary of RWTÜV AG, Essen, which held a 25% stake in the company. As was the case in the previous year, there were no revenues from RWTÜV AG or its subsidiaries during this period. Over the same period, expenses of kEuro 268 (previous year: kEuro 605) were incurred. All transactions were at market prices. There were no receivables or payables.
Other than the incident explained under General, there were no other significant events after the balance sheet date.
The Management Board Essen, 2 March 2010/29 June 2010
Dr Rainer Baumgart Thomas Koelzer Thomas Pleines
"To the best of our knowledge, and in accordance with the applicable accounting principles, the consolidated financial statements give a true and fair view of the assets, liabilities, financial position and results of operations of the group, and the group management report includes a fair review of the development and performance of the business and the position of the group, together with a description of the principal opportunities and risks associated with the expected development of the group."
Dr Rainer Baumgart Thomas Koelzer Thomas Pleines
Foreword supervisory Board Share
Corporate Governance 85 Management report Consolidated Financial Statement Financial Statements AG Service
We have audited the consolidated financial statements – comprising the balance sheet, the consolidated statement of recognised income and expenses, the income statement, the statement of changes in equity, the statement of cash flows and the notes to the financial statements – of secunet Security Networks Aktiengesellschaft, Essen, and the company and group management report for the financial year from 1 January 2009 to 31 December 2009. The company's legal representatives are responsible for the preparation of the consolidated financial statements and company and group management report in accordance with IFRS as applicable in the EU, the provisions of German commercial law additionally applicable under Section 315a para. 1 of the German Commercial Code (Handelsgesetzbuch, HGB) and the supplementary provisions in the Articles of Association. Our responsibility is to express an opinion on the consolidated financial statements and on the company and group management report, based on our audit.
We conducted our audit of the consolidated financial statements in accordance with Section 317 HGB and the generally accepted standards for the audit of financial statements in Germany promulgated by the Institut der Wirtschaftsprüfer (IDW). These standards require that we plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements, with due regard to the applicable accounting principles, and the company and group management report are free of material misstatements in their presentation of the net assets, financial position and results of operations. Knowledge of the business activities and the economic and legal environment of the group and expectations of possible misstatements are taken into account in the determination of audit procedures. The effectiveness of the internal control system relating to the accounting system and evidence supporting the disclosures in the consolidated financial statements and company and group management report are examined primarily on a test basis within the framework of the audit. The audit also includes evaluating the annual financial statements of the companies included in the consolidated financial statements, the determination of the companies to be included in consolidation, the appropriateness of the accounting and consolidation principles used and the reasonableness of accounting estimates made by the legal representatives, as well as evaluating the overall presentation of the consolidated financial statements and of the company and group management report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Our audit has not led to any reservations.
In our opinion, based on the findings of our audit, the consolidated financial statements comply with IFRS as applicable in the EU, the provisions of German commercial law additionally applicable under Section 315a para. 1 HGB and the supplementary provisions in the Articles of Association, and give a true and fair view of the net assets, financial position and results of operations of the group in accordance with these provisions. The company and group management report is consistent with the consolidated financial statements, as a whole provides a suitable view of the group's position, and suitably presents the opportunities and risks of future development.
We issue this confirmation on the basis of our obligatory audit of financial statements completed on 2 March 2010 and our supplementary audit relating to the change in trade receivables, other current assets, equity, other current liabilities, revenue, other operating income, cost of materials, other operating expenses, the consolidated statement of recognised income and expenses, the statement of changes in equity, the statement of cash flows, the notes to the Financial Statements and the Management Report for the Group and the Company. Reference is made to the reasons for the amendments made by the company given in the amended notes and Management Report for the Group and the Company. Our supplementary audit has not led to any reservations.
Essen, 2 March 2010/29 June 2010
BDO Deutsche Warentreuhand Aktiengesellschaft Wirtschaftsprüfungsgesellschaft
Rittmann Fritz Auditor Auditor
Balance Sheet of secunet Security Networks AG (according to HGB)
| Assets in Euro |
Note | 31 Dec 2009 | 31 Dec 2008 |
|---|---|---|---|
| A. Fixed assets | |||
| I. Intangible fixed assets |
2,024,993.00 | 2,216,384.00 | |
| II. Tangible fixed assets |
1,459,382.00 | 1,315,893.00 | |
| III. Long-term financial assets | 1,011,725.61 | 2,408,125.00 | |
| Total fixed assets | (1) | 4,496,100.61 | 5,940,402.00 |
| B. Current assets | |||
| I. Inventories |
(2) | 2,728,149.22 | 2,248,582.42 |
| II. Receivables and other assets |
(3) | 19,390,127.49 | 11,749,392.79 |
| III. Securities | (4) | 103,739.83 | 103,739.83 |
| IV. Cash and cash equivalents | (5) | 14,423,772.27 | 15,450,834.45 |
| Total current assets | 36,645,788.81 | 29,552,549.49 | |
| C. Prepaid expenses | 92,983.96 | 46,122.91 | |
| Total assets | 41,234,873.38 | 35,539,074.40 |
| Liabilities in Euro |
Note | 31 Dec 2009 | 31 Dec 2008 |
|---|---|---|---|
| A. Equity | |||
| I. Subscribed capital |
6,500,000.00 | 6,500,000.00 | |
| II. Capital reserves |
21,656,305.42 | 21,656,305.42 | |
| III. Reserve for treasury shares | 103,739.83 | 103,739.83 | |
| IV. Net accumulated losses | -6,225,255.59 | -7,876,063.40 | |
| Total equity | (6) | 22,034,789.66 | 20,383,981.85 |
| B. Provisions | (7) | 6,910,643.59 | 4,924,664.14 |
| C. Liabilities | (8) | 11,248,038.45 | 9,460,843.04 |
| D. Deferred income | 1,041,401.68 | 769,585.37 | |
| Total liabilities | 41,234,873.38 | 35,539,074.40 |
87 Foreword Management report Consolidated Financial Statements Financial Statements AG Service
supervisory Board Share Corporate Governance
| in Euro | Note | 2009 | 2008 |
|---|---|---|---|
| Sales | (9) | 62.434.778,44 | 49.502.438,41 |
| Increase or decrease in work in progress | 893.426,96 | -441.356,00 | |
| Other operating income | (10) | 527.598,18 | 1.050.808,47 |
| Cost of materials | (11) | -27.019.655,69 | -21.451.482,62 |
| Personnel expenses | (12) | -20.717.643,13 | -17.511.090,21 |
| Amortisation and write-downs of intangible fixed assets, and depreciation and write-downs of tangible fixed assets |
(13) | -1.002.308,14 | -976.470,62 |
| Other operating expenses | (14) | -10.423.614,49 | -8.676.970,98 |
| Financial result | (15) | -1.852.556,73 | -498.223,13 |
| Result from ordinary activities | 2.840.025,40 | 997.653,32 | |
| Taxes | (16) | -1.189.217,59 | -234.684,16 |
| Net income | 1.650.807,81 | 762.969,16 | |
| Accumulated losses brought forward | -7.876.063,40 | -8.639.032,56 | |
| Net accumulated losses | -6.225.255,59 | -7.876.063,40 |
| Historical cost | ||||
|---|---|---|---|---|
| in Euro | As at 1 Jan 2009 |
Additions | Disposals | As at 31 Dec 2009 |
| I. Intangible assets |
||||
| 1. Industrial property rights and similar rights | 366,911.80 | 0.00 | 0.00 | 366,911.80 |
| 2. Software | 699,201.75 | 116,995.83 | 0.00 | 816,197.58 |
| 3. Goodwill | 2,950,000.00 | 0.00 | 0.00 | 2,950,000.00 |
| Intangible assets, total | 4,016,113.55 | 116,995.83 | 0.00 | 4,133,109.38 |
| II. Plant and equipment | ||||
| Other equipment, office and operating equipment | 5,787,852.44 | 837,836.31 | -230,027.95 | 6,395,660.80 |
| Plant and equipment, total | 5,787,852.44 | 837,836.31 | -230,027.95 | 6,395,660.80 |
| III. Financial assets | ||||
| 1. Shares in affiliated companies | 556,539.96 | 0.00 | 0.00 | 556,539.96 |
| 2. Loans to affiliated companies | 3,632,596.26 | 421,000.00 | 0.00 | 4,053,596.26 |
| 3. Premium reserve shares from reinsurance contracts |
798,777.32 | 221,311.71 | -8,363.42 | 1,011,725.61 |
| Financial assets, total | 4,987,913.54 | 642,311.71 | -8,363.42 | 5,621,861.83 |
| Sum of fixed assets | 14,791,879.53 | 1,597,143.85 | -238,391.37 | 16,150,632.01 |
89 Foreword Management report Consolidated Financial Statements Financial Statements AG Service
supervisory Board Share Corporate Governance
| Book values | Accumulated depreciation | ||||
|---|---|---|---|---|---|
| As at 31 Dec 2008 |
31 Dec 2009 | As at 31 Dec 2009 |
Disposals | Additions | As at 1 Jan 2009 |
| 53,333.00 | 13,333.00 | 353,578.80 | 0.00 | 40,000.00 | 313,578.80 |
| 147,031.00 | 192,260.00 | 623,937.58 | 0.00 | 71,766.83 | 552,170.75 |
| 2,016,020.00 | 1,819,400.00 | 1,130,600.00 | 0.00 | 196,620.00 | 933,980.00 |
| 2,216,384.00 | 2,024,993.00 | 2,108,116.38 | 0.00 | 308,386.83 | 1,799,729.55 |
| 1,315,893.00 | 1,459,382.00 | 4,936,278.80 | -229,601.95 | 693,921.31 | 4,471,959.44 |
| 1,315,893.00 | 1,459,382.00 | 4,936,278.80 | -229,601.95 | 693,921.31 | 4,471,959.44 |
| 0.00 27,301.68 |
556,539.96 | 0.00 | 27,301.68 | 529,238.28 | |
| 0.00 1,582,046.00 |
4,053,596.26 | 0.00 | 2,003,046.00 | 2,050,550.26 | |
| 798,777.32 | 1,011,725.61 | 0.00 | 0.00 | 0.00 | 0.00 |
| 2,408,125.00 | 1,011,725.61 | 4,610,136.22 | 0.00 | 2,030,347.68 | 2,579,788.54 |
| 5,940,402.00 | 4,496,100.61 | 11,654,531.40 | -229,601.95 | 3,032,655.82 | 8,851,477.53 |
The financial statements of secunet AG have been prepared in accordance with the German Commercial Code (Handelsgesetzbuch, HGB) and the supplementary provisions of the German Stock Corporation Act (Aktiengesetz, AktG). In order to enhance the clarity and transparency of the reporting, the balance sheet and the income statement combine certain individual positions, which are reported in depth and explained in the notes. In addition to the standard breakdown under German commercial law, the balance sheet item "Long-term financial assets" also includes the item "Premium reserve shares from reinsurance contracts". The income statement is based on the total expenditure format.
Following a necessary adjustment of the value of the receivables with Czech subsidiary secunet s.r.o., Prague, the Annual Financial Statements of secunet Security Networks AG were amended after publication and underwent a supplementary audit. Please refer to the notes on other receivables and assets.
Recognition and measurement are performed according to the principles set out below:
Fixed assets
The intangible fixed assets acquired are measured at purchase cost and amortised on a straight-line basis over the useful life.
This item consists mainly of the goodwill arising from the acquisition of SECARTIS AG, which is being amortised over a customary useful life of 15 years in accordance with the tax legislation.
Tangible fixed assets are measured at purchase cost or cost of production and are depreciated on a straight-line or declining-balance basis over the expected useful life.
Where declining-balance depreciation is applied, this is at the maximum rate permitted under tax rules. A switch is made from declining-balance to straight-line depreciation in the year in which the straight-line depreciation amount is higher than the declining-balance depreciation amount. Low-value assets were until 31 December 2007 fully written down in the year of acquisition and booked out. From financial year 2008 onwards, they are depreciated over an assumed useful life of five years in accordance with the tax rules.
Shares in affiliated companies are recognised at purchase cost. Loans to affiliated companies and other loans are recognised at nominal value. Financial investments are written down to the market value where permanent impairment has taken place. Reinsurance contracts are measured at cash surrender value.
Inventories are measured at purchase cost or production cost for tax purposes in accordance with R 33 of the German Income Tax Regulations (Einkommensteuerrichtlinien, EStR) or at their market value at the balance sheet date, whichever is lower. The production cost of work in progress includes not only the directly allocable costs, but also an appropriate proportion of the shared costs of the necessary materials and production and general administrative expense. Voluntary social security contributions, occupational pension expense and interest on borrowings are not carried as an asset. The principles of loss-free valuation are applied.
Receivables and other assets are measured at nominal value less appropriate discounts for identifiable individual risks. General credit risk is taken into account through general loan loss provisions, generally based on past experience.
The treasury shares recognised as securities classified as current assets are measured at purchase cost or the market value, whichever is lower.
Cash and cash equivalents are measured at nominal value.
supervisory Board Share Corporate Governance
91 Foreword Management report Consolidated Financial Statements Financial Statements AG Service
Provisions for pensions and similar liabilities are determined in accordance with the expert opinion of an actuary, applying an interest rate of 6%. They correspond to the net present value under entry age method in accordance with Section 6a of the German Income Tax Act (Einkommensteuergesetz, EStG) of the liabilities under current pensions and prospective benefits at the balance sheet date.
Tax provisions and other provisions are created according to prudent business judgment, taking account of all identifiable and uncertain obligations.
The liabilities are recognised at the amount repayable.
Receivables and liabilities in other currencies that are not hedged are recognised at purchase cost or the market value as at the balance sheet date, whichever is lower.
The breakdown of and changes in the fixed assets of secunet AG can be found in the statement of fixed assets.
| in Euro | 31 Dec 2009 | 31 Dec 2008 |
|---|---|---|
| Work in progress | 1,628,817.20 | 735,390.24 |
| Merchandise | 1,048,911.85 | 1,513,192.18 |
| Prepayments on inventories | 50,420.17 | 0.00 |
| Total | 2,728,149.22 | 2,248,582.42 |
| in Euro | 31 Dec 2009 | 31 Dec 2008 |
|---|---|---|
| Trade receivables | 18,534,702.50 | 10,184,048.59 |
| Receivables from affiliated companies | 824,951.26 | 1,437,563.63 |
| of which trade receivables | (758,660.58) | (1,289,348.46) |
| Other assets | 30,473.73 | 127,780.57 |
| Total | 19,390,127.49 | 11,749,392.79 |
As at the balance sheet date, and after offsetting against payables, there were receivables with secunet SwissIT AG of Euro 249,232.61. The receivables consisted of trade receivables of Euro 259,314.46 and trade payables of Euro 10,081.85. These receivables were fully impaired. No receivables with secunet s.r.o., Prague, were recognised. There were no payables with secunet s.r.o. as at the balance sheet date. The receivables were impaired in the amount of Euro 650,757.73, Euro 502,105.87 of which is due to the amended assessment in terms of realisability after publication of the first version of this report.
All other trade receivables from affiliated companies were with Giesecke & Devrient GmbH and its subsidiaries.
The residual term of all receivables was less than one year.
The securities consist of treasury shares. They are recognised at purchase cost. In all, the company held 30,498 treasury shares (previous year: 30,498) as at the balance sheet date, equating to 0.469% of its share capital (previous year: 0.469%). At present there is no share option programme and so no shares were disposed of.
Cash and cash equivalents consisted of cash in hand and bank balances.
The share capital is Euro 6,500,000, divided into 6,500,000 bearer shares without par value.
A reserve for treasury shares has been created in the amount of the treasury shares recognised under current assets (Euro 103,739.83).
The net accumulated losses include accumulated losses brought forward of Euro 7,876,063.40.
The majority shareholder, Giesecke & Devrient GmbH (previously holding 50% plus one share), acquired an additional 26.4% stake from previous shareholder RWTÜV AG, and also purchased other shares on the market, with the result that it now holds 78,96% of the shares in secunet AG.
| in Euro | 31 Dec 2009 | 31 Dec 2008 |
|---|---|---|
| Provisions for pensions and similar obligations | 908,970.00 | 804,100.00 |
| Provisions for taxes | 167,800.00 | 215,957.00 |
| Other provisions | 5,833,873.59 | 3,904,607.14 |
| Total | 6,910,643.59 | 4,924,664.14 |
Other provisions related mainly to HR obligations (Euro 4,357,702.32), outstanding invoices (Euro 534,323.14) and trailing costs (Euro 653,316.13).
| in Euro | 31 Dec 2009 | 31 Dec 2008 |
|---|---|---|
| Payments received on account of orders | 132,917.14 | 50,378.00 |
| Trade payables | 9,412,290.08 | 8,312,476.30 |
| Other liabilities | 1,702,831.23 | 1,097,988.74 |
| of which taxes | (1,698,408.38) | (1,013,115.58) |
| of which relating to social security and similar obligations | (1,555.05) | (3,314.86) |
| Total | 11,248,038.45 | 9,460,843.04 |
All liabilities have a residual term of no more than one year.
The sales were generated in the following regions:
| in Euro | 2009 | 2008 |
|---|---|---|
| Domestic | 58,168,319.44 | 41,221,421.55 |
| International | 4,266,459.00 | 8,281,016.86 |
| Total | 62,434,778.44 | 49,502,438.41 |
Other operating income of Euro 527,598.18 consisted mainly of income from the utilisation and release of reserves – for various forms of expense – and ancillary income.
| in Euro | 2009 | 2008 |
|---|---|---|
| Cost of purchased merchandise | 24,223,593.08 | 18,619,280.73 |
| Cost of purchased services | 2,796,062.61 | 2,832,201.89 |
| Total | 27,019,655.69 | 21,451,482.62 |
| in Euro | 2009 | 2008 |
|---|---|---|
| Wages and salaries | 17,967,237.19 | 15,013,925.74 |
| Social security costs | 2,639,621.74 | 2,350,279.84 |
| Old age pension costs | 105,084.20 | 129,139.00 |
| Other employee benefit costs | 5,700.00 | 17,745.63 |
| Total | 20,717,643.13 | 17,511,090.21 |
Depreciation, amortisation and write-downs are broken down by individual item in the statement of fixed assets.
Other operating expenses of Euro 10,423,614.49 consisted mainly of advertising, travel, rent, lease, training, vehicle, administrative, IT, legal, consulting and audit expenses, as well as individual impairments in the amount of Euro 650,757.73.
| in Euro | 2009 | 2008 |
|---|---|---|
| Income from other securities and long-term loans | 142,291.52 | 132,514.43 |
| of which from affiliated companies | (142,291.52) | (124,688.62) |
| Other interest and similar income | 76,529.41 | 310,703.61 |
| Write-downs of long-term financial assets and securities classified as current assets |
-2,030,347.68 | -937,000.00 |
| Interest and similar expenses | -41,029.98 | -4,441.17 |
| Total | -1,852,556.73 | -498,223.13 |
| in Euro | 2009 | 2008 |
|---|---|---|
| Taxes on income | 587,515.14 | 209,508.27 |
| Other taxes | 601,702.45 | 25,175.89 |
| Total | 1,189,217.59 | 234,684.16 |
Taxes on income related to financial year 2009 and to adjustments to trade and corporate tax for 2007 and 2008.
The average headcount over the year, including the three Management Board members, was 262 (previous year: 241, including three Management Board members).
As at the balance sheet date, other financial liabilities totalled Euro 8,458,557.16. They consisted mainly of the nominal amount of liabilities arising from office tenancy agreements, of which Euro 2,166,229.94 have less than one year to run and Euro 6,292,327.22 between one and five years. None of the total liabilities are towards affiliated companies. Purchase commitments towards suppliers stood at Euro 2,858,541.19 as at the balance sheet date (previous year: Euro 1,077,753.00). These are due within one year.
On 27 January 2010, secunet AG issued a letter of comfort in respect of secunet s.r.o., Czech Republic, limited to Euro 1.2m and expiring on 31 December 2010. secunet AG has issued a letter of comfort in respect of secunet SwissIT AG limited to kEuro 307 and expiring on 31 March 2010.
On the basis of a group relationship for the purposes of Section 290 of the German Commercial Code (Handelsgesetzbuch, HGB), secunet AG is included in the IFRS consolidated financial statements of Giesecke & Devrient Holding GmbH, Munich, for financial year 2008. The consolidated financial statements of Giesecke & Devrient Holding GmbH are filed with the operator of the electronic Federal Gazette. secunet AG also produces its own IFRS consolidated financial statements.
In 2009, fees were expensed to the statutory auditors BDO Deutsche Warentreuhand AG, Essen branch, of kEuro 46 for auditing services, kEuro 51 for tax consulting services, kEuro 10 for other assurance services and kEuro 28 for other services.
Management Board remuneration totalled kEuro 802.1 in financial year 2009 (previous year: kEuro 606.5). This breaks down into fixed components of kEuro 449.2 (previous year: kEuro 420.0), variable components of kEuro 305.9 (previous year: kEuro 135.0) and cash benefits of kEuro 47.1 (previous year: kEuro 51.4).
As at 31 December 2009, the members of the Management Board no longer held any secunet AG shares. During the current financial year 11,000 shares have been disposed of by Dr Rainer Baumgart and 2,000 shares by Mr Thomas Koelzer; these are disclosed as "directors' dealings".
Supervisory Board remuneration in the financial year totalled kEuro 34.5 (previous year: kEuro 35.0).
The members of the Supervisory Board held no shares in the company as at the balance sheet date.
Disclosure of the individual amounts paid to members of the Management Board and Supervisory Board, along with further details of the remuneration system, can be found in the remuneration report that forms part of the management report of secunet AG.
The declaration pursuant to section 161 of the German Stock Corporation Act (Aktiengesetz, AktG) has been made in respect of secunet AG and made permanently available to the shareholders on the company's website.
supervisory Board Share Corporate Governance
95 Foreword Management report Consolidated Financial Statements Financial Statements AG Service
Dr Rainer Baumgart Chairman (secunet AG shares held: none, previous year: 11,000 units)
Graduate engineer Thomas Koelzer (secunet AG shares held: none, previous year: 2,000 units)
Graduate business economist (FH) Thomas Pleines (secunet AG shares held: none)
Dr Karsten Ottenberg Munich Chairman Chairman of the Management Board of Giesecke & Devrient GmbH, Munich
No other directorships
Dr Wilhelm Wick Essen Project Director of Hitachi Power Europe GmbH, Duisburg
Other directorships: Cetecom GmbH, Essen (until 30 November 2009) TÜV NORD AG, Hanover TÜV Thüringen e.V., Erfurt VAI Van Ameyde International B.V., Rijswijk, Netherlands (until 30 September 2009)
Graduate engineer Franz Markus Haniel Munich Member of the Advisory Council of Giesecke & Devrient GmbH, Munich
Other directorships: Franz Haniel & Cie. GmbH, Duisburg METRO AG, Düsseldorf Delton AG, Bad Homburg Heraeus Holding GmbH, Hanau BMW AG, Munich
Hans-Wolfgang Kunz Munich Member of the Management Board of Giesecke & Devrient GmbH, Munich
Giesecke & Devrient America, Inc., Dulles / USA Giesecke & Devrient India Pvt. Ltd., Gurgaon/India Giesecke & Devrient GB Ltd., Wembley, London/ UK G y D Ibérica S.A., Barcelona/Spain Giesecke & Devrient International Finance S.A./ Luxembourg Giesecke & Devrient Systems Canada, Inc., Markham/ Canada Giesecke & Devrient Matsoukis Security Printing S.A., Athens /Greece
Dr Elmar Legge Schermbeck Member of the Management Board of RWTÜV e.V., Essen Member of the Management Board of TÜV NORD AG, Hanover Member of the Management Board of GREIF-Stiftung, Mülheim an der Ruhr Member of the Management Board of the RWTÜV Foundation, Essen
Other directorships: TÜV Thüringen e.V., Erfurt (Group-internal mandate) TÜV NORD PENSION TRUST e.V., Hanover (Group-internal mandate) VAI Van Ameyde International B.V., Rijswijk/Netherlands (Group-internal mandate)
Dr Peter Zattler Grünwald Member of the Management Board of Giesecke & Devrient GmbH, Munich
Other directorships: Giesecke & Devrient International Finance S.A./ Luxembourg Giesecke & Devrient GB Ltd., Wembley, London/ UK G y D Ibérica S.A., Barcelona/Spain n.v. Giesecke & Devrient s.a., Zaventem/Belgium Giesecke & Devrient Matsoukis Security Printing S.A., Athens /Greece SmartTrust AB, Stockholm/Sweden (since 3 June 2009)
secunet SwissIT AG Solothurn, Switzerland 100% participation Equity of the company: kCHF -417 2009 net income: kCHF -476
secunet s.r.o. Czech Republic, Prague 100% participation Equity of the company: kCZK -105,922 2009 net income: kCZK -29,293
Secunet Inc. Austin, Texas, USA 100% participation (shelf company)
Essen, 2 March 2010/29 June 2010
Dr Rainer Baumgart Thomas Koelzer Thomas Pleines
Corporate Governance 97 Management report Consolidated Financial Statements Financial Statements AG Service
Foreword supervisory Board
Share
"To the best of our knowledge, and in accordance with the applicable accounting principles, the annual financial statements give a true and fair view of the assets, liabilities, financial position and results of operations of the company, and the management report includes a fair review of the development and performance of the business and the position of the company, together with a description of the principal opportunities and risks associated with the expected development of the company."
Dr Rainer Baumgart Thomas Koelzer Thomas Pleines
We have audited the annual financial statements – comprising the balance sheet, the income statement and the notes to the financial statements – including the bookkeeping system, of secunet Security Networks Aktiengesellschaft, Essen, and the company and group management report for the financial year from 1 January 2009 to 31 December 2009. The company's legal representatives are responsible for the bookkeeping system and for the preparation of the annual financial statements and company and group management report in accordance with German commercial law and the supplementary provisions in the Articles of Association. Our responsibility is to express an opinion on the annual financial statements, including the bookkeeping system, and on the company and group management report, based on our audit.
We conducted our audit of the annual financial statements in accordance with Section 317 of the German Commercial Code (Handelsgesetzbuch, HGB) and the generally accepted standards for the audit of financial statements in Germany promulgated by the Institut der Wirtschaftsprüfer (IDW). These standards require that we plan and perform the audit to obtain reasonable assurance whether the annual financial statements, with due regard to the principles of proper accounting generally accepted in Germany, and the company and group management report are free of material misstatements in their presentation of the net assets, financial position and results of operations. Knowledge of the business activities and the economic and legal environment of the company and expectations of possible misstatements are taken into account in the determination of audit procedures. The effectiveness of the internal control system relating to the accounting system and evidence supporting the disclosures in the bookkeeping, annual financial statements and company and group management report are examined primarily on a test basis within the framework of the audit. The audit also includes evaluating the appropriateness of the accounting principles used and the reasonableness of accounting estimates made by the legal representatives, as well as evaluating the overall presentation of the annual financial statements and of the company and group management report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Our audit has not led to any reservations.
In our opinion, based on the findings of our audit, the annual financial statements comply with legal requirements and the supplementary provisions in the Articles of Association and give a true and fair view of the net assets, financial position and results of operations of the company in accordance with German principles of proper accounting. The company and group management report is consistent with the annual financial statements, as a whole provides a suitable view of the company's position, and suitably presents the opportunities and risks of future development.
We issue this confirmation on the basis of our obligatory audit of financial statements completed on 2 March 2010 and our supplementary audit relating to the change in receivables and other assets, equity, other operating expenses, the profit or less for the period, the notes to the Financial Statements and the Management Report for the Group and the Company. Reference is made to the reasons for the amendments made by the company given in the amended notes and Management Report for the Group and the Company. Our supplementary audit has not led to any reservations.
Essen, 2 March 2010/29 June 2010
BDO Deutsche Warentreuhand Aktiengesellschaft Wirtschaftsprüfungsgesellschaft
Rittmann Fritz Auditor Auditor
supervisory Board Share Corporate Governance
99 Foreword Management report Consolidated Financial Statements Financial Statements AG Service
secunet Security Networks AG Kronprinzenstraße 30 45128 Essen Phone: +49 201 5454-0 Fax: +49 201 5454-1000
secunet Security Networks AG Alt-Moabit 91 c 10559 Berlin Phone: +49 201 5454-1301 Fax: +49 201 5454-1321
secunet Security Networks AG Projektbüro Bonn Godesberger Allee 127 53175 Bonn Phone: +49 201 5454-0
secunet Security Networks AG Ammonstraße 74 01067 Dresden Phone: +49 201 5454-1303 Fax: +49 201 5454-1323
secunet Security Networks AG Mergenthalerallee 77 65760 Eschborn Phone: +49 201 5454-1305 Fax: +49 201 5454-1325
secunet Security Networks AG Osterbekstraße 90 b 22083 Hamburg Phone: +49 201 5454-1306 Fax: +49 201 5454-1326
secunet Security Networks AG Konrad-Zuse-Platz 2–3 81829 Munich Phone: +49 201 5454-1307 Fax: +49 201 5454-1327
secunet Security Networks AG Weidenauer Straße 223–225 57076 Siegen Phone: +49 201 5454-1309 Fax: +49 201 5454-1329
secunet Security Networks AG Konrad-Zuse-Platz 2–3 81829 Munich Phone: +49 201 5454-1308 Fax: +49 201 5454-1328
secunet SwissIT AG Hauptbahnhofstraße 12 4501 Solothurn Phone: +41 32 62580-40 Fax: +41 32 62580-41
secunet s.r.o. Jankovcova 2c 17000 Prague 7 Phone: +49 201 5454-0 Fax: +49 201 5454-1000
| 3 February |
Preliminary Figures Financial Year 2009 |
|---|---|
| 19 March | Annual Report 2009 |
| 25 March | Analysts' Conference |
| 16 July | Annual Report 2009 Corrected and Updated Version |
| 16 July | 3-Month Report 2010 |
| 13 August | Half-Year Financial Report 2010 |
| 25August | Annual General Meeting |
| 10 November | 9-Month Report 2010 |
| 23 November | German Equity Forum 2010 |
| January /February | Preliminary Figures Financial Year 2010 |
|---|---|
| March | Annual Report 2010, Analysts' Conference |
| May | 3-Month Report 2011 |
| May / June | Annual General Meeting |
| August | Half-Year Financial Report 2011 |
| November | 9-Month Report 2011 |
Management report Consolidated Financial Statements Financial Statements AG Service
The secunet Security Networks AG Annual Report can be viewed as a PDF file on the Internet at www.secunet.com. This Annual Report is also available in German. In the event of conflicts the German-language version shall prevail.
All the brand and trade names or product names mentioned in this Annual Report are the property of the corresponding holder. This applies in particular for DAX, MDAX, SDAX, TecDAX and XETRA as registered trademarks and property of Deutsche Börse AG.
secunet Security Networks AG Kronprinzenstraße 30 45128 Essen Germany
Investor Relations secunet Security Networks AG Kronprinzenstraße 30 45128 Essen Germany
Phone: +49 201 5454-1234 Fax: +49 201 5454-1235
E-mail: [email protected] Internet: www.secunet.com
IR-One AG & Co., Hamburg www.ir-1.com
secunet Security Networks AG
Hartung Druck + Medien GmbH, Hamburg
secunet Security Networks AG
secunet Security Networks AG Kronprinzenstraße 30 45128 Essen
Tel.: +49 (0)201 5454-0 Fax: +49 (0)201 5454-1000 E-Mail: [email protected] Internet: www.secunet.com
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