AI assistant
ATOSS Software AG — Annual Report 2008
Mar 11, 2009
38_10-k_2009-03-11_e5336a60-5a69-4b30-8ba2-c3968f7ac6be.pdf
Annual Report
Open in viewerOpens in your device viewer
ANNUAL REPORT 2008
ATOSS IN FIGURES
| CORPORATE OVERVIEW ACCORDING TO IFRS: 12-MONTH COMPARISON in T EUR PER DECEMBER 31 | |||||
|---|---|---|---|---|---|
| 01.01.2008 - 31.12.2008 |
Shares of Total Sales |
01.01.2007 - 31.12.2007 |
Shares of Total Sales |
Rate of Change 2008 to 2007 |
|
| Software | 16,017 | 59% | 14,649 | 60% | 9% |
| Software licences | 6,064 | 23% | 5,409 | 22% | 12% |
| Software maintenance | 9,953 | 37% | 9,240 | 38% | 8% |
| Consulting | 7,363 | 27% | 6,207 | 25% | 19% |
| Hardware | 2,769 | 10% | 2,683 | 11% | 3% |
| Other | 794 | 3% | 883 | 4% | -10% |
| Total Sales | 26,943 | 100% | 24,422 | 100% | 10% |
| EBITDA | 5,429 | 20% | 4,206 | 17% | 29% |
| EBIT | 5,046 | 19% | 3,730 | 15% | 35% |
| EBT | 5,115 | 19% | 4,172 | 17% | 23% |
| Net Income | 3,510 | 13% | 2,501 | 10% | 40% |
| Cash Flow | 2,501 | 9% | 4,152 | 17% | -40% |
| Liquidity (1/2) | 14,000 | 13,468 | 4% | ||
| EPS (in Euro) | 0.88 | 0.63 | 40% | ||
| Employees (3) | 226 | 195 | 16% |
| CORPORATE OVERVIEW ACCORDING TO IFRS: QUARTERLY COMPARISON IN T EUR | |||||
|---|---|---|---|---|---|
| Q4/08 | Q3/08 | Q2/08 | Q1/08 | Q4/07 | |
| Software | 4,178 | 4,126 | 3,996 | 3,717 | 3,900 |
| Software licences | 1,642 | 1,603 | 1,513 | 1,307 | 1,419 |
| Software maintenance | 2,536 | 2,523 | 2,484 | 2,410 | 2,481 |
| Consulting | 1,839 | 1,860 | 1,894 | 1,770 | 1,740 |
| Hardware | 689 | 540 | 814 | 725 | 678 |
| Other | 170 | 222 | 216 | 186 | 352 |
| Total Sales | 6,876 | 6,748 | 6,921 | 6,399 | 6,670 |
| EBITDA | 1,203 | 1,310 | 1,521 | 1,395 | 1,050 |
| EBIT | 1,097 | 1,214 | 1,429 | 1,306 | 941 |
| EBIT-margin in % | 16% | 18% | 21% | 20% | 14% |
| EBT | 1,166 | 1,394 | 1,549 | 1,006 | 1,075 |
| Net Income | 831 | 948 | 1,046 | 685 | 693 |
| Cash Flow | -1,055 | 3,034 | -2,513 | 3,035 | -1,325 |
| Liquidity (1/2) | 14,000 | 15,425 | 12,472 | 16,375 | 13,468 |
| EPS (in Euro) | 0.21 | 0.24 | 0.26 | 0.17 | 0.17 |
| Employees (3) | 226 | 213 | 207 | 198 | 195 |
(1) Cash and marketable securities
(2) Dividend amounted to EUR 0.31 per share on April 30, 2008 (previous year on April 27, 2007: EUR 0.24) (3) End of quarter
+ 32% total sales
Growth across 3 record years*
software licences sales
consulting sales
+ 26% capital investment on R&D
+ 796% EBIT
earnings per share
CONTENTS
6 INTERVIEW with ANDREAS F.J. OBEREDER
- ATOSS The Company ATOSS Markets TESTIMONIALS LETTER TO SHAREHOLDERS 62 INVESTOR RELATIONS
- CORPORATE GOVERNANCE REPORT
- SUPERVISORY BOARD REPORT
- 80 GROUP MANAGEMENT REPORT
- BALANCE SHEET
- INCOME SHEET
- CASH FLOW STATEMENT
- STATEMENT OF changes in EQUITY
- NOTES TO THE Consolidated FINANCIAL STATEMENT
- AUDIT OPINION
- DECLARATION BY THE LEGAL REPRESENTATIVES
- 143 Corporate Calender
- IMPRINT
Mr. Obereder, the fi nancial crisis has a fi rm grip on the economy. And ATOSS is announcing the year 2008 as the best in the history of the company. How do you explain this?
Indeed, we have also succeeded in achieving continued growth in the fourth quarter, and have once again posted excellent results in 2008, refl ected by double digit gains in sales and profi t. With new customers such as PUMA on our roster, we concluded the year with some outstanding successes. We are optimistic that we are very well prepared for 2009.
Are you taking a positive look on the future in spite of the
crisis? Yes, because we have experienced that our key issues of workforce management and demand driven workforce scheduling are in strong demand – and most especially at this point in time. Companies are increasingly searching for ways and means to signifi cantly optimize their costs, and realize a rapid return on investment at the same time. And this is precisely where ATOSS is ideally positioned. In our projects we generate double digit savings for our customers in the personnel area. In the retailing sector, for example,
higher service levels of more than 20 percent are not
uncommon.
So workforce management is not just a new catchword from the marketing pundits?
No – quite the opposite. Which reminds me of the wonderful quote by Victor Hugo, who once said that there is «nothing as strong as an idea whose time has come.» And this truly applies to our workforce management topics. Across Europe we rank as one of the pioneers in this segment and we are currently experiencing just how expedient our portfolio of offerings revolving around fl exible workforce management has been and remains.
Cutting costs is a major trend these days ...
Certainly, but we need a more differentiated view of the situation. It has long been clear that the rationalization potentials in manufacturing or in procurement have been largely exhausted. The personnel area is an entirely different matter, however, and still holds tremendous potential. Our experience gained in many different projects confi rms this time and time again. Thanks to more fl exible workforce management one of our customers in the service sector was able to reduce the personnel cost share from a current 25 percent to 19 percent. And all this without compromising on service and customer care quality.
And what role does ATOSS play in the process?
Put simply, we ensure that the utilization of human resources and working hours can be better distributed, and adjusted to actual requirements in a cost optimized manner. In many companies working time is wasted and unproductive – as in
idling time in logistics, for example. Or think of the quiet days or hours in retailing with low customer frequency. On the other hand, companies pay for expensive overtime due to demanding short term order situations or a lack of adequately qualifi ed employees. Our customers are able to balance these factors and achieve considerable cost savings at the same time.
But reducing costs is just one side of the coin ...
That is correct. It is far more important to see what our technologies are capable of activating in the areas of service and customer orientation, for example. Take a small, very conservative model calculation from the retail area, involving a chain with 100 stores: assuming that enhanced workforce management oriented to customer frequency results in one or two pairs of shoes more sold per week and per employee at each branch this ...
Soon adds up to seven-digit sales gains ...
Exactly, and all this in addition to identical or even lower costs. For many of our customers this is a genuine opportunity to strengthen their position. In challenging times, this can be absolutely essential for survival.
But isn't fl exible workforce management more a topic for expanding markets?
Quite the opposite. Some day, when the history of this world economic crisis is written, there will be a chapter on employees and the labor markets. And workforce management will play a major role. Today, it is already clearly evident how instruments enabling more fl exible working hours are functioning effi ciently in Germany. Companies that have introduced extended working hour accounts can fi rst reduce the time credit balance that their employees have built up in periods of market growth before having to think about shorter working hours or cutting back on staff. In the past, this approach has strengthened competitive capabilities, as overtime costs have been reduced, while the immediate availability of valuable personnel after the crisis boosts competitive strengths. In both good and in bad times alike it is essential to understand employees as a vital success factor and not just regard human resources as a cost aspect.
But this is not exactly the prevailing view ...
That is true – unfortunately. But this is also where opportunities lie: by comparison with Germany, other countries have quite a lot of ground to catch up in terms of demand driven workforce management and scheduling. In view of this fact we are optimistic that we will grow more strongly on foreign markets in future than we have to date.
Thank you for this interview.
«Modern workforce management presents excellent opportunities in challenging times.»
Andreas F.J. Obereder Founder and CEO ATOSS Software AG
« WORKFORCE MANAGEMENT IS OUR PASSION »
The activities of around 2.5 million employees are managed with the help of
In kaum einer anderen Branche spielen minutiöse Planung und höchste Flexibilität eine so wichtige Rolle für den Unternehmenserfolg. Intelligenter Personaleinsatz und schlanke Prozesse sind geschäftskritisch, um die Herausforderungen dieses globalen Wachstumsmarktes zu meistern. ATOSS hilft, den Personaleinsatz zu optimieren, Kosten einzusparen und die Servicequalität und Motivation der Mitarbeiter zu steigern. Atoss-Kunde Deutsche Bahn employees and society – based on pragmatic consulting and innovative software. Today, our software is at work in 20 countries and eight languages across the globe. According to a current IDC survey, ATOSS ranks among the top 5 players in Europe in the future market of workforce management. More than 200 creative and committed members of staff are responsible for this success. Their personality and competence translate our mission into reality, day by day.
In kaum einer anderen Branche spielen minutiöse Planung und höchste Flexibilität eine so wichtige Rolle für den Unternehmenserfolg. Intelligenter Personaleinsatz und schlanke Prozesse sind geschäftskritisch, um die Herausforderungen dieses globalen Wachstumsmarktes zu meistern. ATOSS hilft, den Personaleinsatz zu optimieren, Kosten einzusparen und die Servicequalität und Motivation der Mitarbeiter zu steigern. Atoss-Kunde Deutsche Bahn Workforce management comprises the analysis, planning, steering and optimization of personnel deployment, with the aim of reducing costs and enhancing efficiency, productivity, and customer orientation as well as employee satisfaction. In brief: the right number of employees with the right qualifications at the right time and the right place – at optimized costs. Especially in challenging times consistent workforce management is a strategic competitive advantage given that many companies are focusing on ensuring efficient operations with increasingly tighter personnel resources. Thanks to expedient workforce management, maximum results can be attained in connection with lower personnel budgets.
menserfolg. Intelligenter Personaleinsatz und schlanke Prozesse sind geschäftskritisch, um die Herausforderungen dieses globalen Wachstumsmarktes zu meistern. ATOSS hilft, den Personaleinsatz zu optimieren, Kosten einzusparen und die Servicequalität und Motivation der Mitarbeiter zu steigern. Atoss-Kunde Deutsche Bahn tive operability and state of the art technology based on Java EE. Our agile development methods guarantee the most rapid possible response to market and customer requirements. This success draws on a solid footing: every year, we invest approximately 20 percent of our revenues in the further development of our products.
In kaum einer anderen Branche spielen minutiöse Planung und höchste Flexibilität eine so wichtige Rolle für den Unternehmenserfolg. Intelligenter Personaleinsatz und schlanke Prozesse sind geschäftskritisch, um die Herausforderungen dieses globalen Wachstumsmarktes zu meistern. ATOSS hilft, den Personaleinsatz zu optimieren, Kosten einzusparen und die Servicequalität und Motivation der Mitarbeiter zu steigern. Atoss-Kunde Deutsche Bahn Team spirit has made major contributions to the success of ATOSS over the years – a strong community from which all stand to benefit. Our partners appreciate our attractive partner concept and the tailored cooperation offerings. Together, we are treading new paths, and continuously expanding our market position. Our cooperation activities create win-win situations and emphasize fair and long term business relationships. In future too, our aim is to grow with our partners, which is why we are consistently expanding our network – on regional, national and international levels.
In kaum einer anderen Branche spielen minutiöse Planung und höchste Flexibilität eine so wichtige Rolle für den Unternehmenserfolg. Intelligenter Personaleinsatz und schlanke Prozesse sind geschäftskritisch, um die Herausforderungen dieses globalen Wachstumsmarktes zu meistern. ATOSS hilft, den Personaleinsatz zu optimieren, Kosten einzusparen und die Servicequalität und Motivation der Mitarbeiter zu steigern. Atoss-Kunde Deutsche Bahn Especially in challenging times the strategic significance of workforce management increases. Costs and processes are put to the test and optimization potentials are explored in all areas. Personnel processes in particular hold tremendous potential, as almost 40 percent of working hours in Germany are unproductive (Source: Proudfoot Consulting 2008). Demand driven workforce management makes a measurable contribution to greater economic efficiency and competitive strength. According to Datamonitor, the workforce management market is growing at an annual pace of 10.1 percent, and our growth is advancing accordingly.
« WORKFORCE MANAGEMENT Drives retail sales »
RETAIL More than 400 retailers – large and small – rely on ATOSS solutions today.
In kaum einer anderen Branche spielen minutiöse Planung und höchste Flexibilität eine so wichtige Rolle für den Unternehmenserfolg. Intelligenter Personaleinsatz und schlanke Prozesse sind geschäftskritisch, um die Herausforderungen dieses globalen Wachstumsmarktes zu meistern. ATOSS hilft, den Personaleinsatz zu optimieren, Kosten einzusparen und die Servicequalität und Motivation der Mitarbeiter zu steigern. Atoss-Kunde Deutsche Bahn Especially in grocery retailing competition is fierce. Customers expect product diversity and extensive offerings, fresh produce and good service – as well as favorable prices. While margins are declining, retailers must keep their cost efficiency under stringent control. Thanks to the ATOSS Retail Solution, grocery retailers succeed in mastering the balancing act between cost pressure and customer orientation. In the process optimization category, the renowned trade magazine handelsjournal bestowed a gold award on the ATOSS solution as «Top Product Retail 2009». ATOSS customer EDEKA
In kaum einer anderen Branche spielen minutiöse Planung und höchste Flexibilität eine so wichtige Rolle für den Unternehmenserfolg. Intelligenter Personaleinsatz und schlanke Prozesse sind geschäftskritisch, um die Herausforderungen dieses globalen Wachstumsmarktes zu meistern. ATOSS hilft, den Personaleinsatz zu optimieren, Kosten einzusparen und die Servicequalität und Motivation der Mitarbeiter zu steigern. Atoss-Kunde Deutsche Bahn High demands on service quality and rising competitive pressure confront retailers with major challenges. Apart from goods, personnel represents the major cost driver, necessitating demand driven as well as cost optimized workforce deployment. In workforce scheduling, ATOSS Retail Solution factors in sales, events, customer frequency and even weather conditions. Thanks to this solution, our customers have succeeded in pushing down overtime by up to 75 percent within the shortest period of time. At present, the activities of more than 300,000 employees in the retail sector are planned and managed with the help of ATOSS solutions.
« WORKFORCE MANAGEMENT SETS EVERYTHING in MOTION »
TRANSPORT & LOGISTICS 20 percent higher productivity within the first year – not uncommon among ATOSS logistics customers.
In kaum einer anderen Branche spielen minutiöse Planung und höchste Flexibilität eine so wichtige Rolle für den Unternehmenserfolg. Intelligenter Personaleinsatz und schlanke Prozesse sind geschäftskritisch, um die Herausforderungen dieses globalen Wachstumsmarktes zu meistern. ATOSS hilft, den Personaleinsatz zu optimieren, Kosten einzusparen und die Servicequalität und Motivation der Mitarbeiter zu steigern. Atoss-Kunde Deutsche Bahn Whether rail, road, water or airborne transport: lean processes and the intelligent deployment and management of thousands of qualified employees guarantee the smooth flow of local and long distance traffic, enabling the on-time arrival of people and delivery of goods. ATOSS helps deploy existing personnel to utmost efficiency levels, while reducing costs and enhancing service quality at the same time. Superb performance that pays off handsomely: the majority of our projects achieve their return on investment within the first 12 months after implementation.
In kaum einer anderen Branche spielen minutiöse Planung und höchste Flexibilität eine so wichtige Rolle für den Unternehmenserfolg. Intelligenter Personaleinsatz und schlanke Prozesse sind geschäftskritisch, um die Herausforderungen dieses globalen Wachstumsmarktes zu meistern. ATOSS hilft, den Personaleinsatz zu optimieren, Kosten einzusparen und die Servicequalität und Motivation der Mitarbeiter zu steigern. Atoss-Kunde Deutsche Bahn There is hardly another branch in which down to the minute, detailed planning, lean processes and utmost flexibility play such an important role as in the global growth market of logistics. Especially here, efficient workforce management, employee performance capabilities and rapid action are critical success factors. In many instances it is even required to integrate external staff pools into the planning at short notice. ATOSS solutions ensure that logistics companies have the necessary flexibility to rapidly respond to orders and up to the minute requirements, while keeping a lid on personnel costs. These benefits help secure competitive capabilities in high wage countries.
« WORKFORCE MANAGEMENT MAKES CARE more personal »
HEALTH CARE Double-digit million savings achievable.
34
H E AL T H C A R E 35
« WORKFORCE MANAGEMENT ENHANCES SERVICE Quality »
CI V IL SERV ICE 70 percent less planning input possible in administration.
Whether on government, federal or community levels – citizens expect good service, commitment and information on demand. Service and opening hours must be extended in a socially compatible manner, and process structures consistently optimized. Over the long term, flexible employee management secures personnel budgets, benefitting both citizens and employees alike. ATOSS supports civil service institutions in making and implementing the necessary changes – while ensuring the best possible utilization of existing working hours and legislative and collectively bargained latitudes.
In the public sector today stronger customer orientation also calls for more flexible and demand driven personnel deployment and management. In this context, cost neutrality and employee acceptance take top priority. Thanks to Workforce Management software by ATOSS operations can be extended and peak workloads compensated for, while factoring in staff interests at the same time. Thanks to our solutions, overtime, for example, can be trimmed by up to 20 percent. Applying the ATOSS ROI analysis method, our specialists identify such quantitative potentials and show up concrete, practical implementation scenarios.
« WORKFORCE MANAGEMENT ENSURES customer SATISFACTION »
SERV ICES Efficiency gains of 20 percent achievable.
In kaum einer anderen Branche spielen minutiöse Planung und höchste Flexibilität eine so wichtige Rolle für den Unternehmenserfolg. Intelligenter Personaleinsatz und schlanke Prozesse sind geschäftskritisch, um die Herausforderungen dieses globalen Wachstumsmarktes zu meistern. ATOSS hilft, den Personaleinsatz zu optimieren, Kosten einzusparen und die Servicequalität und Motivation der Mitarbeiter zu steigern. Atoss-Kunde Deutsche Bahn Motivated and committed employees serving customers to high levels of flexibility define the success of service providers. Advanced ATOSS Workforce Management delivers the extra service quality that makes the decisive difference. The ATOSS Employee & Manager Self Service portal promotes transparency and personal responsibility: staff deployment and duty plans can be called up at all times, while holiday leave can be approved in an unbureaucratic manner without the submission of application forms. In addition to customer oriented personnel organization, this creates a productive working environment and strong employee satisfaction.
A NNU AL R E P ORT 2008
In kaum einer anderen Branche spielen minutiöse Planung und höchste Flexibilität eine so wichtige Rolle für den Unternehmenserfolg. Intelligenter Personaleinsatz und schlanke Prozesse sind geschäftskritisch, um die Herausforderungen dieses globalen Wachstumsmarktes zu meistern. ATOSS hilft, den Personaleinsatz zu optimieren, Kosten einzusparen und die Servicequalität und Motivation der Mitarbeiter zu steigern. Atoss-Kunde Deutsche Bahn Today's customers expect excellent service, strong commitment and permanent availability – frequently on extremely short notice. In spite of rising cost pressure and tight resources, service providers master these challenges with the help of ATOSS software. Optimized working hours secure 24/7 services – often on 365 days a year. Human resources departments benefit from timesavings in planning and administration, while productivity becomes measurable and can be awarded accordingly. The ATOSS Decision Support analysis tool delivers sound key performance indicators and creates the necessary transparency for management decisions. This helps service providers set themselves off from competitors.
SER V ICES 47
In kaum einer anderen Branche spielen minutiöse Planung und höchste Flexibilität eine so wichtige Rolle für den Unternehmenserfolg. Intelligenter Personaleinsatz und schlanke Prozesse sind geschäftskritisch, um die Herausforderungen dieses globalen Wachstumsmarktes zu meistern. ATOSS hilft, den Personaleinsatz zu optimieren, Kosten einzusparen und die Servicequalität und Motivation der Mitarbeiter zu steigern. Atoss-Kunde Deutsche Bahn Exclusive service and discrete attention are central requirements in the upmarket hotel and catering branch. In this context, staff concerns play a decisive role. Changing shifts, weekend work and overtime are the order of the day. The objective of workforce management is to ensure that service quality adheres to the aspired high standards, while maintaining cost efficient personnel deployment at the same time. Personnel organization that is consistently oriented to customer needs forms the foundation for this, as well as working time management that automatically factors in legal regulations and employee wishes into the planning. After all, motivated and satisfied employees make all the difference.
« WORKFORCE MANAGEMENT PRODUCES SUCCESS »
MANUFACTURING 50 percent less idling time.
In kaum einer anderen Branche spielen minutiöse Planung und höchste Flexibilität eine so wichtige Rolle für den Unternehmenserfolg. Intelligenter Personaleinsatz und schlanke Prozesse sind geschäftskritisch, um die Herausforderungen dieses globalen Wachstumsmarktes zu meistern. ATOSS hilft, den Personaleinsatz zu optimieren, Kosten einzusparen und die Servicequalität und Motivation der Mitarbeiter zu steigern. Atoss-Kunde Deutsche Bahn Producers in the food and luxury food industries are frequently subject to seasonal demand fluctuations. Competitive pressure forces them to efficiently utilize the capacity of their locations and rapidly respond to changing order situations. Drawing on Workforce Management software by ATOSS our customers often administrate hundreds of complex working time models and calculate deployment scenarios with concrete labor costs and thereby succeed in achieving better planning of their production. This increases response and service capabilities, and reduces personnel costs as well as production costs.
In kaum einer anderen Branche spielen minutiöse Planung und höchste Flexibilität eine so wichtige Rolle für den Unternehmenserfolg. Intelligenter Personaleinsatz und schlanke Prozesse sind geschäftskritisch, um die Herausforderungen dieses globalen Wachstumsmarktes zu meistern. ATOSS hilft, den Personaleinsatz zu optimieren, Kosten einzusparen und die Servicequalität und Motivation der Mitarbeiter zu steigern. Atoss-Kunde Deutsche Bahn Increasing global competition, demand fluctuations and exploding raw materials costs determine the environment in which the chemical industry operates. In order to ensure optimal production capacity utilization in spite of these factors, processes must be consistently optimized and personnel requirements precisely adapted to current demand. With the help of ATOSS solutions, working time models are flexibly implemented, and workforce deployment and order volumes synchronized in a cost optimized manner, reducing expensive overtime and idle time. In times of weak demand, working time accounts have a regulatory function, providing the flexibility to balance order volume fluctuations over the short and medium term.
In contract and individual production the complexity of projects demands the utmost in terms of planning, flexibility, schedule adherence and optimal resource management – across company borders in many cases. Subcontractors, third party employees and suppliers must all be integrated into the planning process. Order linked workforce management and scheduling by ATOSS enables a comprehensive view of processes, and, by integration with an ERP system, the effective and just in time planning of working hours and materials in individual orders. In this way, workforce management becomes an efficient instrument for budgetoriented manufacturing. In large-scale projects, savings in the order of millions of euros are not uncommon.
56 CONTR A C T A N D INDI V IDU AL P RODUCTION 57
«By eliminating a host of administrative routine tasks we have been able to save up to five working hours a day, which can be used for other tasks instead.»
Armin Loch, Head of Wage and Salary Accounting, ALLGAIER Werke
«With the help of flexible working hours and efficient workforce management and scheduling we have been able to keep our personnel costs so low that our prices remain competitive. In this way we are securing our corporate success over the long term, and consequently safeguarding the current levels of employment.»
Heino Spaude, Head of Personnel Systems, BLG LOGISTICS GROUP
«In retailing, flexible and demand driven workforce management is becoming increasingly important. This is the only way to ensure optimal customer care over the long term. In concrete terms this means well-stocked shelves, ample staffed cash desks and minimum waiting periods for our customers. The fact that we are addressing working time management across our corporation in such a consistent manner documents clearly once again where we are placing our key emphasis.»
Volker Bredemeier, Department Manager Human Resources/IT Coordination, EDEKA Minden-Hannover
«The ATOSS Employee and Manager Self Service solution promotes the personal responsibility of our associates and trust based cooperation. This supports our company culture.»
Brigitte Miculcy, Human Resources, W.L. Gore & Associates
«It is really fun to work with ATOSS because it is readily apparent that all their people are highly committed and totally identify with their company.»
Wolfgang Friedl, Competence Center Applications, BEIT Systemhaus
«Our project could have been named ‹From lowest to top priority›. All participants – from sales staff to the HR department and all the way up to top management – realized that personnel management would have to be part of the value creation chain in future. Personnel data must be recorded and made available in such a way that they make value contributions on operational and strategic levels. Our ATOSS Solution ensures this day by day.»
Reinhard Zuber, Corporate Development, Thalia Bücher AG Switzerland, a company of the Douglas Holding
«In terms of the working hours of physicians and care staff, a great deal has changed over the past years, and in future we will certainly be adopting new collectively bargained and individual facility regulations. On the one hand, with the help of our system we are able to easily map changes imposed from the outside. On the other hand, we have an instrument at our disposal with which we can allocate the available working hours in an efficient manner, without compromising on care quality.»
Franz Dußmann, Head of Care Services, Klinikum Rosenheim
«We look back on many years of reliable and successful cooperation with ATOSS. The smooth conversion to the new JAVA based platform that offers us considerably extended flexibility and functionalities proves once again that the decision we made at the beginning of the nineties was the right one. Thanks to our new, advanced solution, we are extremely well equipped to meet all demands and requirements.»
Helmut Täger, Head of Personnel Service Center, Deutsche Bahn AG
«Very impressed person – that is what I have been for quite some time! ATOSS is truly an exemplary company.»
Jürgen Kast, General Administrative and Personnel Office, Municipality of Esslingen am Neckar
ADELHOLZENER ALPENQUELLE • ADO-GARDINENWERKE • AEG ELECTRIC TOOLS • ALDI SÜD ALLGAIER WERKE • ALU KÖNIG STAHL • AMWAY • APETITO • APPELRATH-CÜPPER • ARA SHOES ARBEITSKAMMER DES SAARLANDES • ARBÖ • AUGUSTINER BRÄU • AUSTRIAN AIRLINES AVERY • AVIS • AWO BEZIRKSVERBAND MITTELRHEIN • BANKHAUS LUDWIG SPERRER • BASF BAYER • BAYERISCHER LANDES-SPORTVERBAND • BEIT SYSTEMHAUS • BENE • BERGLANDMILCH BEZIRK UNTERFRANKEN • BGM BERUFSGENOSSENSCHAFT METALL NORD SÜD BILFINGER BERGER INDUSTRIAL SERVICES • BISCHÖFLICHES GENERALVIKARIAT MÜNSTER BLG LOGISTICS GROUP • BOFROST • BRISTOL-MYERS SQUIBB • BROSE FAHRZEUGTEILE BUNDESANSTALT FÜR POST & TELEKOMMUNIKATION • BUNDESEISENBAHNVERMÖGEN CARGLASS • CARITASVERBAND ERZDIÖZESE MÜNCHEN UND FREISING • CATERPILLAR MOTOREN COCA COLA • COMDIRECT BANK • CONRAD ELECTRONICS • CORDES & GRAEFE • CREDIT SUISSE DAB BANK • DANFOSS • DBV WINTERTHUR • DEHNER • DEUTSCHE BAHN • DEUTSCHE BKK DEUTSCHE RENTENVERSICHERUNG NORDBAYERN • DEUTSCHE SEE • DIAKONIEZENTRUM SALZBURG DODENHOF • DOUGLAS • EDEKA • EJOT • ERDINGER WEISSBRÄU • ERNTEBROT • ESSILOR EVANGELISCHE STIFTUNG ALSTERDORF • FACHHOCHSCHLE NÜRNBERG • FEHR UMWELT FELDSCHLÖSSCHEN GETRÄNKE • FENEBERG LEBENSMITTEL • FLENSBURGER BRAUEREI FRANKENBERG NAHRUNG UND GENUSSMITTEL • FRÄNKISCHE ROHRWERKE • FRIWO FÜRSTLICHE BRAUEREI THURN UND TAXIS • F.X. NACHTMANN BLEIKRISTALLWERKE GEFINEX • GEOBRA BRANDSTÄTTER SPIELWARENFABRIK • GKN DRIVELINE • GORENJE HACKER-PSCHORR-BRÄU • HAKLE-KIMBERLY • HARIBO LAKRITZEN • HARZ ENERGIE HERMES ARZNEIMITTEL • HERMES SCHLEIFMITTEL • HOFPFISTEREI • HOLSTEN-BRAUEREI HOST EUROPE • HOTEL LES TROIS ROIS • HSH NORDBANK • HSK DR.-HORST-SCHMIDT-KLINIKEN HUGENDUBEL • HUHTAMAKI • HUK-COBURG • IGEPA • INGRAM MICRO • JOHN DEERE JOHNSON & JOHNSON MEDICAL PRODUCTS • JUVENA • J. BAUER MILCHVERARBEITUNG KASSENÄRZTLICHE BUNDESVEREINIGUNG • KASSENÄRZTLICHE VEREINIGUNG NORDRHEIN KERMI • KEUCO • KEY SAFETY SYSTEMS • KLINIKUM INGOLSTADT • KLINIKUM ROSENHEIM KLINIKUM SAARBRÜCKEN • K&L RUPPERT • KODAK GRAPHIC COMMUNICATIONS KONGREGATION DER BARMHERZIGEN SCHWESTERN • KRAFTWERKE MAINZ-WIESBADEN KREISVERWALTUNG KAISERSLAUTERN • KÜHNE + NAGEL • KÜPPERSBUSCH HAUSGERÄTE KURBETRIEBE LANDESHAUPTSTADT WIESBADEN • KVNO • LANDESÄRZTEKAMMER HESSEN LANDWIRTSCHAFTSKAMMER NORDRHEIN-WESTFALEN • LANDWIRTSCHAFTLICHE RENTENBANK LEBKUCHEN-SCHMIDT • LECH- STAHLWERKE • LUFTHANSA • MAGNA STEYR FAHRZEUGTECHNIK MAIN-KINZIG-KLINIKEN • MAN NUTZFAHRZEUGE • MAX BAHR • MEFFERT FARBWERKE MESSE FRIEDRICHSHAFEN • MEYER WERFT • MISTER*LADY JEANS • MOLKEREI MEGGLE MONDI PACKAGING • MÖBEL MARTIN • MPREIS • MUSTANG BEKLEIDUNGSWERKE NOLTE KÜCHEN • NEW BEN • NORDMILCH • NORTH SEA TERMINAL BREMERHAVEN NOVOFERM • O2 • OBERHAVEL KLINIKEN • OFFSETDRUCK NÜRNBERG • OLYMPUS PEPSI COLA • PANASONIC • PAULANER BRAUEREI • PHOENIX PHARMAHANDEL • PUMA PROCTER & GAMBLE PHARMACEUTICALS • RADIO BREMEN • RECARO AIRCRAFT SEATING REMONDIS • RENOLIT • RHEINFELSQUELLEN • RITTER SPORT • ROTKREUZKLINIKUM MÜNCHEN RÜGENWALDER WURSTFABRIK • SAN FRANCISCO COFFEE COMPANY • SATURN • S-BAHN BERLIN SCHÄFER'S BROT- UND KUCHENSPEZIALITÄTEN • SCHERER & TRIER • SCHLÜTERSCHE DRUCK SCHMITZ CARGOBULL • SCHÖFFEL SPORTBEKLEIDUNG • SCHÜCO • SEDDA POLSTERMÖBEL SHG KLINIKEN • SIEMES • SIXT • SONY BMG MUSIC ENTERTAINMENT • SOZIALSTIFTUNG BAMBERG SPARKASSE JENA SAALE • SPORTSCHECK • STADT ESSLINGEN • STADT REGENSBURG STADT KAISERSLAUTERN • STADT WÜRZBURG • STADTWERKE ROSTOCK • STAPLES STIFTUNG PFENNIGPARADE • STRAUSS INNOVATION • STRENESSE • SULZER PUMPEN • SWISS TELEKOM SHOP VERTRIEBSGESELLSCHAFT • TEREX • TERRE DES HOMMES DEUTSCHLAND THALIA BÜCHER • THYSSENKRUPP STAINLESS • TOSHIBA • TROST • TRW AUTOMOTIVE TWL TECHNISCHE WERKE LUDWIGSHAFEN • UNIVERSITÄTSKLINIKUM GIESSEN UND MARBURG V. D. LINDE-ARZNEIMITTEL • VALEO • VBG VERWALTUNGS-BERUFSGENOSSENSCHAFT VERLAGSGRUPPE RANDOM HOUSE • VINZENZ MURR • VOGLAUER MÖBELWERK • VOSSLOH WELTBILD VERLAG • WEPA PAPIERFABRIK • WEST ENERGIE UND VERKEHR • W.L. GORE ASSOCIATES WOLFORD • WORLD VISION DEUTSCHLAND • ZENTRUM FÜR SOZIALE PSYCHIATRIE ZILLERTALER VERKEHRSBETRIEBE • ZWECKVERBAND ABFALLWIRTSCHAFT REGION HANNOVER
Dear Shareholders, Ladies and Gentlemen,
Marked by innovation, excellent financial results and significant growth in market share the year 2008 was by far the most successful financial year in our company's history.
Our success is also proof of the huge increase in importance accorded to our focus area of Workforce Management – all the more so in the current economic environment. The increasing competitive pressures on businesses demand excellence in every process surrounding the deployment of personnel. Customer orientation, enhanced service quality as well as the transparency and optimization of costs are as much a priority as is employee satisfaction. At these levels, Workforce Management can deliver significant improvements and massively enhance value added, with an impact on sales and results running into double-digit millions of euro, exceeding many times over the actual investment cost. The benefit of our Workforce Management solutions is huge, and under the current economic conditions its importance is growing markedly. In modern organizations today, Workforce Management is the driving force behind a sustained increase in the ability to compete.
2008 – The third record year in succession
The financial year 2008 saw a continuation of the success achieved in previous years. While the economy in general, even from the third quarter onwards, began to suffer under the effects of the financial crisis, ATOSS developed powerfully in both Q3 and Q4, and with record orders on hand laid the foundation for further positive development.
In the course of the reporting period sales rose 10 percent to EUR 26.9 million, while the improvement in results once again represented a multiple of this growth. Operating profits (EBIT) were up by 35 percent at over EUR 5 million, while earnings per share rose 40 percent to EUR 0.88. The highly positive development in our core business of software licenses was particularly gratifying. Over the years as a whole, sales in this area climbed 12 percent to EUR 6.1 million. Orders received were up by 8 percent at EUR 6.6 million, and orders on hand rose by 32 percent to stand at EUR 2.5 million. Development in the fourth quarter was particularly dynamic.
Our approach remains unchanged: we are focused on consistently implementing our corporate strategy with the goal of combining stability, innovation and profitable growth. Once again our record performance on sales and results continues to safeguard our substantially positive cash flow and underpin further improvements in liquidity and the equity ratio. The strategy adopted by ATOSS Software AG and our first-class positioning have also enabled us in recent years, and in financial year 2008 in particular, to increase our share of the growing market for Workforce Management.
Share price stable, dividend yield high
In the past financial year 2008 the success of our business was not rewarded by a rising share price. Nevertheless, we believe that the substantial stability of our share price in a disastrous stock market environment is founded on the considerable trust that investors place in ATOSS Software AG. At the annual general meeting on April 30, 2009 we shall propose to our shareholders that we pay a dividend of EUR 0.44 per share, representing a dividend yield in excess of 6 percent. In doing so we are adhering consistently to our dividend policy first declared at the beginning of 2003. Overall since 2003, ATOSS has distributed more than EUR 9 per share to its shareholders.
Opportunities for ATOSS in a difficult environment
Since September 2008 there has been a worldwide collapse in demand that extends to all sectors. The willingness of companies to invest has been substantially eroded as the extent of the recession remains largely uncertain. What is certain is that 2009 will be a challenging year for us all. What is also certain is the fact that ATOSS is excellently placed to prevail in this environment, take advantage of the opportunities that present themselves and adequately counter the risks that arise.
The optimization of business processes extends not just to areas such as automation and production processes that have been addressed with much success by many companies in recent years. It is rather the case that more and more businesses perceive the need to focus on how to deal with the valuable resources their workforce constitutes. It is essential for them to address the continuing optimization of the productivity and service quality their employees deliver in order to ensure their own competitiveness.
Through our products and our technology, we create substantial efficiency gains for our clients in a comparatively short period of time. On the financial side, we can point to a degree of solidity and therefore also security in all relevant aspects that is outstanding for a company of our size. The high level of orders we have on hand constitutes another quite decisive factor. We therefore anticipate that sales and results in the new financial year 2009 will remain at the record level achieved in 2008.
In a competitive environment in which products, presentations and prices are frequently very similar and margins are tight, it is service and the ability to react cost-efficiently to fluctuations in demand that allow one competitor to stand out from the rest. It is for this reason that ATOSS solutions are in such strong demand among service, retail and many other organizations that aspire to increase the flexibility of their work processes. We offer tools that support the proactive control of constantly changing processes across the board on the basis of high-grade transparency. This in turn creates productivity gains and a clear improvement in service quality coupled with increased employee satisfaction. As a result, our clients enjoy clear and sustained advances and benefits in their competitive capabilities. ATOSS remains on course for record performance the right message for our customers – now more than ever before! We are very proud of the outstanding performance of our staff. They have laid the foundation for strong development and helped to establish our excellent positioning. We would therefore like to thank them for their determination and their enthusiastic commitment without which the success of our company would not have been possible. Our thanks are due also to our customers and shareholders for their interest in ATOSS and their strong loyalty. Andreas F.J. Obereder Christof Leiber
This statement may appear courageous in the midst of a global crisis in which few dare to venture a specific forecast. Yet our business model is highly robust, we have a record order book and our people are highly motivated. And we have
Yours truly,
Andreas F.J. Obereder Christof Leiber
(Chief Executive Officer) (Member of the Board of Management)
Letter to Shareholders
shAReholdeRs Atoss softWARe AG
InVestoR RelAtIons
Atoss stoCK
42,59% Free fl oat 1,71% Treasury stock
| Reporting period 2008 | Previous year 2007 | ||
|---|---|---|---|
| ISIN/WKN | DE0005104400 / 510440 | ||
| Class | No par value bearer shares | ||
| Capital stock in EUR | 4,025,667 | 4,025,667 | |
| Number of shares | 4,025,667 | 4,025,667 | |
| Free fl oat | 42.59% | 43.50% | |
| Treasury stock | 1.71% | 0.80% | |
| Founding family | 55.70% | 55.70% | |
| Listings | Prime Standard (Regulated Market, F) | ||
| XETRA and OTC B-B, D, HH, M, S | |||
| Indices | Prime All Share, Prime Software, Technology All Share | ||
| Designated sponsor | VEM Aktienbank AG | ||
| Financial year | January 1 to December 31 | ||
| First listing | March 21, 2000 | ||
| Stock exchange symbol | AOF | ||
| Dividend paid in EUR | In this period for the preceding year | 0.31 | 0.24 |
| Dividend proposed | For approval at the AGM in EUR | 0.44 | 0.31 |
| Earnings per share in EUR | 0.88 | 0.63 | |
| Annual high in EUR | 8.90 | 11.21 | |
| Annual low in EUR | 5.20 | 7.60 | |
| Average share price in EUR | 7.81 | 8.68 | |
| P/E ratio high | 10 | 18 | |
| P/E low | 6 | 12 | |
| P/E average | 9 | 14 | |
| Opening price in EUR | 8.10 | 9.71 | |
| Closing price in EUR | 7.23 | 8.29 | |
| Market capitalization in million | On December 30, 2008 / December 28, 2007 | 29.11 | 33.37 |
«Two of the key elements of the corporate strategy pursued by ATOSS have been to remain absolutely independent of external funding and to ensure that the available liquidity is invested with the maximum possible security.»
2008 – stock markets suffer massively under the financial crisis
The subprime mortgage crisis that began in the USA and unfolded in the second half of 2007 rolled on in 2008 with a rapidity that led to meltdown on the capital markets. The ceaseless fall in prices on the US real estate market prompted an increasing number of mortgage defaults and undermined the purchasing power of US citizens. The market for financial products that were to a large extent artificially manufactured as a means of passing on bundles of high-risk mortgages collapsed. No one knew any longer who was ultimately responsible for the risk these products carried. The parties involved had lost all track.
Financial businesses in particular suffered losses, both in value and in terms of trust, while inter-bank lending ground almost to a complete halt. Measures by central banks to stabilize the situation and emergency packages put together by governments on a vast scale were implemented the world over. Their initial purpose was to prevent total systemic collapse, while later action was directed towards stimulating economic activity. What began as a subprime crisis had long since developed into a financial market crisis, which in turn impacted on the real economy.
Heavy losses extend to almost all asset classes worldwide
The financial crisis triggered a global collapse in share prices, the like of which had not been seen since the worldwide economic crisis of 1974. Raw material prices that had risen on a wave of speculation also slumped. The price of oil for example fell to a third of its former level in the space of just four months in the second half of the year. Among the benchmark indices on the major stock markets, the Japanese Nikkei lost 42 percent in value, Britain's FTSE fell 31 percent and the French CAC dropped by almost 43 percent. In Germany the DAX recorded the second-worst year in its history with a loss of 40 percent, while the TecDAX lost as much as 48 percent.
ATOSS stock stands up well
The DAX Software Performance Index as the principal index offering a basis for comparison with the performance of ATOSS stock fell by 32 percent during the reporting period. In this fearful environment, however, the ATOSS share price remained highly stable, slipping by only 12 percent in the course of the year. Taking into account the dividend, the fall was just 10 percent. The stock price did however exhibit some considerable volatility, especially in the fourth quarter. Nevertheless the stable development in business appears to have reinforced investors' confidence in ATOSS.
Low share price provides an opportunity to buy back shares
The low level to which the share price fell as turbulence swept the stock market in the fourth quarter prompted the Board of Management to use some of the company's available liquidity to buy treasury stock. The price of ATOSS stock had previously remained comparatively stable, but in October in a nervous and generally weak market, the share price was particularly attractive. The ratio of enterprise value (market capitalization less liquidity) to expected operating profits was between two and three.
| Key figures per share | ||||||||
|---|---|---|---|---|---|---|---|---|
| EUR | 2008 | 2007 | ||||||
| Q4 | Q3 | Q2 | Q1 | Q4 | Q3 | Q2 | Q1 | |
| High | 7.60 | 8.90 | 8.40 | 8.40 | 9.35 | 9.63 | 9.70 | 11.21 |
| Low | 5.20 | 7.10 | 7.61 | 7.20 | 7.60 | 8.02 | 7.95 | 8.00 |
| Share price at end of quarter | 7.23 | 7.10 | 7.95 | 7.80 | 8.29 | 8.50 | 8.19 | 8.58 |
| Treasury stock | 68,894 | 24,500 | 29,500 | 29,500 | 31,881 | 65,881 | 65,881 | 65,881 |
| Dividend paid per share | 0.00 | 0.00 | 0.31 | 0.00 | 0.00 | 0.00 | 0.24 | 0.00 |
| Cash flow per share | -0.34 | 0.76 | -0.63 | 0.76 | -0.33 | 0.82 | -0.19 | 0.76 |
| Liquidity per share | 3.48 | 3.83 | 3.09 | 4.07 | 3.35 | 3.75 | 2.97 | 3.44 |
| EPS | 0.21 | 0.24 | 0.26 | 0.17 | 0.17 | 0.14 | 0.17 | 0.15 |
| EPS (diluted) | 0.20 | 0.24 | 0.26 | 0.17 | 0.17 | 0.14 | 0.16 | 0.14 |
Under the terms of the authority granted by the General Meeting on April 29, 2008 to buy back shares and on the basis of several resolutions adopted by the Board of Management, a total of 44,894 shares were purchased on the stock market at an average price of EUR 6.51 per share. In accordance with the Board of Management resolution, further stock may be purchased up to April 30, 2009, up to an overall total of 341,588 shares.
Analysts and journalists pronounce a highly positive verdict on ATOSS
Analysts at SES Research GmbH, a Warburg Group company, have monitored ATOSS Software AG continuously over the course of the year and carried out valuations on the basis of the development in our undertaking as well as against the background of the changes that have taken place during the year on the capital markets. In January SES once again affirmed its "buy" rating with an upside target of EUR 14. ATOSS, said the analysts, was able to deliver despite the crisis, the forecasts had once again been exceeded, and for an IT company ATOSS exhibited an exceptionally good risk profile and highly stable earnings. The media, too, seized on the strong operating performance that ATOSS had achieved, with a gratifying variety of reports carried by newspapers, journals, stock market news services and radio and television channels aimed at a business audience.
Investment policy remains strictly conservative, focused on preserving value
Two of the key elements of the corporate strategy pursued by ATOSS have always been to remain absolutely independent of external funding and to ensure that the available liquidity is invested with the maximum possible security. At the end of 2008 ATOSS had some EUR 14.0 million invested in interest-bearing current accounts, fixed-term deposits and short-dated Federal treasury notes.
Stock underpinned by strong cash position, good dividend yield and low valuation
Thanks to its strictly conservative investment policy and its positive cash flow, despite the dividend payment ATOSS succeeded in further increasing its liquidity during the reporting period. In fact, liquidity rose by EUR 0.5 million relative to the year before to stand at EUR 14.0 million. On that basis after deduction of liquid funds, on the balance sheet closing date the entire enterprise was valued at just 3 times the operating profit. Given the company's substantial liquidity and the successful development in business, this low valuation offers a sound assurance of share price stability. This view has been confirmed in many discussions that the ATOSS Board of Management has held with investors and analysts.
Long-term dividend policy
There is also the fact that ATOSS consistently continues to pursue the dividend policy first announced by the company at the beginning of 2003. A proposal will accordingly be put to the General Meeting to pay a dividend for 2008 in the amount of EUR 0.44 (previous year: EUR 0.31) per share, representing an increase of 42 percent over 2007. This puts the dividend yield on ATOSS stock at 6.3 percent. Including the planned dividend for 2008, since 2003 ATOSS will have paid out a total of EUR 9.59 per share to its shareholders. Considering the share price performance against this background – at the start of 2005 the price stood at EUR 7.66 – despite many difficult years on the stock market ATOSS has succeeded in substantially enhancing the prosperity of its shareholders.
* pertaining to respective fiscal year (payment after AGM of the following year)
Reliability and stability remain our watchwords
What's more, over the last two years which have been particularly negative for the stock markets, ATOSS shares have stood up comparatively well. The by now established stability of our business model and the trust we have earned on the part of our investors are paying off. Both the Board of Management and the company's employees will therefore continue to abide by our corporate strategy. That means that our shareholders can look forward to a continuing, substantially predictable development in business underpinned by transparent, prompt and open communication. Moreover on the basis of our dividend policy and our securely invested liquidity, it should also prove possible in future to stabilize the share price.
| Development in results, dividends and distributions per share in EUR | ||||||
|---|---|---|---|---|---|---|
| Year | 2003 | 2004 | 2005 | 2006 | 2007 | 2008 |
| Earnings per share | 0.47 | 0.23 | 0.12 | 0.48 | 0.63 | 0.88 |
| Dividend per share* | - | 0.11 | - | 0.24 | 0.31 | 0.44 |
| Special distribution per share | 1.50 | 1.50 | - | 5.50 | - | - |
68 A n n u a l Repo r t 2008 UNTE CORPORR ANEH TE GMOEN UND VERNANCM I E Repo SS I ONrt 69
Gute Corporate Governance stellte für die ATOSS Software AG schon immer eine Selbstverständlichkeit in ihrer Unternehmenskultur dar, lange bevor verantwortungsbewusste und nachhaltige Untervor allem das deutsche Aktiengesetz und der Deutsche Corporate Governance Kodex. Insbesondere die Einhaltung von Leitlinien und Standards zur Corporate Governance leisten nach Überzeugung der Gesellschaft einen wichtigen Beitrag zur dauerhaften Festigung des Vertrauens von Kunden, Mitarbei-ATOSS Software AG. Hierbei stehen eine effiziente Zusammenarbeit zwischen Vorstand und Aufsichtsrat, eine zuverlässige CORPOR ATE GOVERNANCE Report
1. Introduction
-
- Declaration of conformity 2008
-
- Board of Management remuneration report
-
- Supervisory Board remuneration report
-
- Ownership of and dealings in shares and financial instruments
1. Introduction
Good corporate governance has always been a matter of course for ATOSS Software AG, even long before the term was first coined to describe responsible and sustainable corporate management. The primary foundations are provided by the German Stock Corporation Act and the German Corporate Governance Code. The company believes firmly that compliance with corporate governance standards and guidelines is an important factor in securing the enduring confidence of customers, employees and shareholders in the management of our enterprise. Good governance thus supports the sustained success of ATOSS Software AG.
Efficient cooperation between the Board of Management and the Supervisory Board, reliability and transparency in corporate communication and due protection for the interests of all those with a stake in the success of the enterprise are the primary concerns.
menserfolg beteiligten Gruppen im Vordergrund. Deshalb informiert die ATOSS Software AG bereits seit dem Jahr 2001 regelmäßig über ihre Corparate «Good corporate governance is a matter of course for ATOSS Software AG.»
Therefore since 2001 the company has regularly reported on its Principles of Corporate Governance and published its annual declarations of conformity, directors' dealings and other essential information regarding the corporate governance of the company. This information in transparent and up to date form is available in equal measure to customers, employees and shareholders. Details of the development in business and accounting information are disclosed in quarterly, halfyearly and annual reports and other relevant information is published in ad hoc announcements, corporate news and press releases. All this information is continuously available for inspection on the company's web site (www.atoss.com) in the Investor Relations section.
2. Declaration of conformity 2008
ATOSS Software AG welcomes the German Corporate Governance Code put forward by the Government Commission and most recently amended on June 6, 2008. During the period under review the Supervisory Board and the Board of Management have therefore concerned themselves intensively with the new requirements and compared the Code with the company's own principles. Certain deviations from the recommendations were identified and discussed.
On this basis at the Supervisory Board meeting on December 3, 2008 the Supervisory Board and the Board of Management and adopted a new declaration of conformity pursuant to § 161 of the German Stock Corporation Act. In this declaration published on the company's web site it is confirmed that company complies with the recommendations of the Commission on Corporate Governance appointed by the Federal government are complied with, with the exception of those points stated in the declaration. It is consequently evident that the company fundamentally conforms with the recommendations and deviates in some few aspects only.
Introduction I Declaration of conformit y
70 A n n u aa l Repo rr t 2008 UNTE CORPORR ANEH TE GMOEN UND VERNANCM I E Repo SS I ONrt 71
Deviations apply in respect of the following points:
- The German Corporate Governance Code recommends that the liability insurance arranged by a company for its management and supervisory board members (so-called directors and officers liability insurance – D&O) should include a self-insured deductible. ATOSS Software AG is fundamentally not of the opinion that the commitment and responsibility with which the members of the Board of Management and Supervisory Board fulfill their duties would be enhanced by such a measure. The D&O insurances for members of the Board of Management and Supervisory Board do not therefore include such a provision.
- The German Corporate Governance Code recommends the formation of supervisory board committees. In view of the size of the company, however, ATOSS Software AG refrains from forming separate supervisory board committees. Moreover ATOSS Software AG is of the opinion that with a Supervisory Board comprised of three members, the efficiency of the Board would in no way be increased by the formation of committees.
- The German Corporate Governance Code recommends that fixed and performance-related remuneration elements be agreed with members of the supervisory board. Nevertheless the existing arrangement providing for a fixed remuneration together with a variable payment dependent on the number of meetings has proven its worth.
- With regard to remuneration paid to members of the management board, the German Corporate Governance Code recommends that fixed and variable components should be agreed. The variable parts should include components linked to the success of the business as well as components with a long-term incentive effect and an element of risk. The remuneration model employed for members of the Board of Management includes fixed and variable components which relate to the development in sales and profits. Given the existence of a uniform remuneration system for members of the Board of Management, coupled with the fact that the CEO is also the majority shareholder, any further long-term incentive systems may be dispensed with.
- The German Corporate Governance Code recommends that the annual general meeting be convened and the accompanying documentation transmitted electronically (Code Section 2.3.2). Since the shares in ATOSS Software AG are not registered shares but bearer shares, in the view of the company this recommendation is not practicable.
- In accordance with the German Corporate Governance Code (Section 5.4.3.) it is recommended that nominations for Supervisory Board membership be voted on individually. For reasons of voting efficiency, however, at the general meeting of ATOSS Software AG on April 29, 2008 the members of the Supervisory Board were elected en bloc. No objection to this procedure was raised by any shareholder present.
- In respect of the publication of interim reports, Section 7.1.2 recommends that these should be made available within 45 days. The company publishes a comprehensive summary of key figures (sales revenues, types of sales, operating result – EBIT, pre-tax earnings – EBT, net earnings, net earnings per share) within less than 30 days. The full interim reports are published within two months of the end of the quarter. In following this practice of staggered publication, even outside the scope of mandatory ad hoc announcements the company provides the capital market with full as well as particularly prompt information. The company will continue this practice in order to ensure that the information available to the capital market is as up to date as possible.
3. Board of Management remuneration report
The members of the Board of Management are:
The remuneration paid to members of the Board of Management is oriented towards their contribution to the success of the business, and towards industry standards. It includes performance-related and non-performance-related elements. The nonperformance-related remuneration is paid monthly in the form of a salary. An advance on the performance-related remuneration is paid monthly up to a maximum of 50 percent of the target profit-share payment for the financial year in question.
The Supervisory Board turns its attention at least once per year to the appropriateness of this remuneration and sets new performance targets for the performance-related elements yearly in advance. The level of the performance-related remuneration (profit-share payment) is oriented towards the group sales target and operating profit target for the company.
Moreover, the contracts with members of the Board of Management also include other elements of remuneration in the form of insurance premiums paid by the company and other ancillary benefits, as well as the provision of company motor vehicles. The corresponding benefit of these elements in money's worth is listed below under "Miscellaneous".
The remuneration paid to the Board of Management in the financial year was composed as follows:
| Andreas F.J. Obereder | Chief Executive Officer | Appointed until December 31, 2013 |
|---|---|---|
| Christof Leiber | Member of the Board of Management |
Appointed until March 31, 2012 |
| 2007 EUR |
|---|
| 2007 EUR |
| Andreas F.J. Obereder | 2008 EUR |
2007 EUR |
|---|---|---|
| Non-performance-related remuneration | ||
| Salary | 290,000 | 290,000 |
| Miscellaneous | 98,418 | 95,775 |
| Performance-related remuneration | ||
| Profit-share payment | 118,012 | 114,326 |
| Total remuneration | 506,430 | 500,101 |
| Christof Leiber | 2008 EUR |
2007 EUR |
| Non-performance-related remuneration | ||
| Salary | 150,000 | 141,250 |
| Miscellaneous | 42,978 | 37,546 |
| Performance-related remuneration | ||
| Profit-share payment | 134,871 | 116,367 |
| Total remuneration | 327,849 | 295,163 |
Board of Management remuneration report
72 A n n u aa l Repo rr t 2008 UNTE CORPORR ANEH TE GMOEN UND VERNANCM I E Repo SS I ONrt 73
The profit-share payments shown here relate to entitlements deriving from the achievement of targets in the respective financial year. Since these entitlements are determined only after the conclusion of the financial year, actual payments deviate.
Finally, a non-forfeitable pension commitment also exists in favor of the CEO which is classified as a defined-benefits plan. Pursuant to this agreement, pension payments will commence when the recipient reaches the age of 65 and will be paid for life. The level of future pension rights will vary during the accrual period to an extent equal to future adjustments in the fixed salary of the CEO.
4. Supervisory Board remuneration report
The Supervisory Board of ATOSS Software AG is comprised of three members who were elected by the General Meeting on April 29, 2008. In accordance with § 9 of the Articles of Association of ATOSS Software AG, the term of office of the members of the Supervisory Board continues until the conclusion of the General Meeting at which the said Supervisory Board members are formally discharged for the financial year 2012.
The members of the Supervisory Board are:
The remuneration paid to the Chairman, Deputy Chairman and members of the Supervisory Board was determined by a resolution adopted by the General Meeting on May 22, 2001.
The remuneration paid to Supervisory Board members was composed as follows:
In financial year 2008, as in the preceding year, there were no payments made for consultancy work beyond the scope of Supervisory Board activities.
5. Ownership of and dealings in shares and financial instruments
5.1 Ownership of shares and financial instruments
The company reports the ownership of shares by members of company boards and the possession of bonds convertible into company shares in its annual and interim reports.
Share ownership on the part of board members on December 31, 2008 in comparison with the preceding year was as follows:
| EUR | 2007 EUR |
|---|---|
| 10,000 | 10,000 |
| EUR | 2007 EUR |
| 5,000 | 0 |
| EUR | 2007 EUR |
| 5,000 | 20,000 |
| 31 12 2007 |
|---|
| 1,981,184 |
| 29,760 |
| 25,000 |
| 5.675 |
| 2,041,619 |
| Rolf Baron Vielhauer von Hohenhau | 2008 EUR |
2007 EUR |
|---|---|---|
| Remuneration pursuant to the Articles of Association |
10,000 | 10,000 |
| Attendance allowances | 3,750 | 3,750 |
| Total | 13,750 | 13,750 |
| Winfried Wolf | 2008 EUR |
2007 EUR |
| Remuneration pursuant to the Articles of Association |
5,000 | 0 |
| Attendance allowances | 1,500 | 0 |
| Total | 6,500 | 0 |
| Bernhard Dorn | 2008 EUR |
2007 EUR |
| Remuneration pursuant to the Articles of Association |
5,000 | 20,000 |
| Attendance allowances | 0 | 7,500 |
| Total | 5,000 | 27,500 |
| Peter Kirn | 2008 EUR |
2007 EUR |
|---|---|---|
| Remuneration pursuant to the Articles of Association |
20,000 | 20,000 |
| Attendance allowances | 7,500 | 7,500 |
| Total | 27,500 | 27,500 |
| Fritz Fleischmann | 2008 EUR |
2007 EUR |
| Remuneration pursuant to the Articles of Association |
15,000 | 0 |
| Attendance allowances | 6,000 | 0 |
| Total | 21,000 | 0 |
| Total | 2,010,944 | 2,041,619 |
|---|---|---|
| Rolf Baron Vielhauer von Hohenhau | 0 | 5,675 |
| Bernhard Dorn (passed away in 2008) | 0 | 25,000 |
| Peter Kirn | 29,760 | 29,760 |
| Andreas F.J. Obereder | 1,981,184 | 1,981,184 |
| 31.12.2008 | 31.12.2007 | |
Supervisory Board remuneration report Ownership of and dealings in shares and financial instruments
| Peter Kirn | Chairman, corporate consultant, Böblingen |
|---|---|
| Fritz Fleischmann | Deputy Chairman, managing director Adobe Systems GmbH, Grünwald |
| Dipl. Kfm. Rolf Baron Vielhauer von Hohenhau |
President of the Bund der Steuerzahler in Bayern e.V., Munich |
74 A n n u aa l Repo rr t 2008 UNTE CORPORR ANEH TE GMOEN UND VERNANCM I E Repo SS I ONrt 75
As of December 31, 2008 board members' holdings of bonds convertible into company shares were as follows relative to the preceding year.
On the relevant balance sheet closing date, board members who subscribed for convertible bonds held conversion rights to the following numbers of shares in ATOSS Software AG:
5.2 Reportable securities transactions
The Company publishes details of all reportable securities transactions by board members on its web site at http://www.atoss.com/atoss/de/Company/Investor_ Relations/Directors_Dealings. This information remains available for at least 12 months following publication.
In financial year 2008 the following reportable transactions were undertaken by board members and disclosed.
| 31.12.2008 unit numbers |
31.12.2007 unit numbers |
|
|---|---|---|
| Christof Leiber | 5,000 | 5,000 |
| Total | 5,000 | 5,000 |
| Name | Transaction | Date of transaction |
Number | Price EUR |
Date of publication |
|---|---|---|---|---|---|
| Rolf Baron Vielhauer von Hohenhau |
Sale | 03.06.2008 | 1,960 | 8.00 | 04.06.2008 |
| Rolf Baron Vielhauer von Hohenhau |
Sale | 02.06.2008 | 500 | 8.00 | 02.06.2008 |
| Rolf Baron Vielhauer von Hohenhau |
Sale | 29.05.2008 | 1,130 | 8.00 | 30.05.2008 |
| Rolf Baron | Sale | 28.05.2008 | 300 | 8.00 | 30.05.2008 |
| Vielhauer von Hohenhau |
Sale | 27.05.2008 | 1,760 | 8.00 | 30.05.2008 |
| Sale | 26.05.2008 | 25 | 8.00 | 30.05.2008 |
Dear Shareholders,
Economic conditions have altered fundamentally in the shadow of the financial market crisis. There is a consensus among the economic research institutions that the upturn that has persisted over a period of years is not only faltering, but will be replaced by stagnation or even recession in almost every country.
Against this background, we as the Supervisory Board are very proud to be part of an undertaking that in presenting its financial statements for 2008 can point to a third record year in succession. The strategy pursued by the Board of Management and expressly endorsed by the Supervisory Board of continuously developing the company as a specialist in software solutions covering all aspects of intelligent personnel deployment and workforce management led to the best result in the more than 20-year history of the company in the year 2008. The strength of demand – particularly against the backdrop of a negative outlook for the economy – underscores the high return on investment that ATOSS offers to its clients.
We are therefore convinced that this successful strategy will in future years continue to enable ATOSS Software AG to gain additional market share and develop its business with success even in a difficult economic environment.
Monitoring the conduct of business and advising the Board of Management
In financial year 2008 the Supervisory Board fulfilled all of the duties incumbent upon it under the law and in accordance with the Articles of Incorporation. We have consulted with the Board of Management regarding the management of the enterprise and monitored the actions taken. The Supervisory Board thus played a role in all decisions of fundamental importance. Actions and transactions requiring our approval were duly considered and dealt with by the Board.
The Board of Management kept the Supervisory Board regularly and promptly informed both in writing and verbally of the development in business including matters of corporate planning and strategy, significant business events, the risk situation and risk management. The continuous flow of information between the Management and Supervisory Boards was this assured throughout the year over and beyond the scope of Supervisory Board meetings.
In the course of our work we have paid particular attention to the requirements incumbent upon the Supervisory Board to comply with the provisions of the German Corporate Control and Transparency Act (KonTraG), the Transparency and Disclosure Act (TransPuG) and the recommendations and proposals contained in the German Corporate Governance Code.
Supervisory Board meetings and reports by the Board of Management
Items on the agenda at our joint meetings regularly included the current course of business, in particular the development in sales and the situation of the company, ongoing corporate strategy, product development and matters relating to personnel, investment and financing and risk management, as well as other business events of particular significance. Members of the Supervisory Board were sent all essential documents in good time in order to prepare prior to these meetings.
A total of five meetings of the Supervisory Board took place in financial year 2008. all of which were attended by all of the members of the Supervisory Board. In addition, several telephone conferences took place and numerous discussions were held both in person and by telephone. The Chairman of the Supervisory Board in particular was in continuous contact with the Board of Management. Decisions made outside of Supervisory Board meetings were adopted by a process of consultation.
In order to ensure that the Supervisory Board was provided with full and timely information, in addition to our meetings and other discussions the Board of Management kept the Supervisory Board informed in writing in comprehensive
Other matters discussed at the individual meetings of the Supervisory Board:
At the meeting on February 27, 2008
At this meeting the annual financial statements and consolidated financial statements and the management reports for the financial year 2007 prepared by the Board of Management and awarded an unqualified audit certificate were discussed in detail with the Management and the auditors, Messrs. Ernst & Young AG Wirtschaftsprüfungsgesellschaft, Munich. Our investigations having revealed no grounds for objection, the Supervisory Board approved the annual finan-
cial statements and consolidated financial statements, adopted the annual accounts and endorsed the proposal by the Board of Management regarding the application of the net income for the year.
detail on a monthly basis. Among other items, each of these reports included an income statement, an analysis of individual departmental costs and cash flow, types of sales, the status of current projects and progress in the development of new products. This information was reviewed in depth by the Supervisory Board upon receipt in respect of its plausibility, accuracy when compared over time and on a sectoral basis, and completeness. Fleischmann as Deputy Chairman of the Supervisory Board. Thereafter the proceedings at the annual general meeting were discussed and a report on business progress was received in customary detail from the Board of Management. One of the particular areas of emphasis in the report by the Board of Management was on sales. Various figures as well as structure and planning were discussed in depth.
Other matters of significance at this meeting included the preparations for the annual general meeting on April 29, 2008 and the Board of Management report on the development in business. The Supervisory Board considered and approved the agenda proposed by the Board of Management for the annual general meeting and discussed the reports presented by the Management particularly in respect of the company's profitability, the course of business, corporate planning and fundamental issues.
At the meeting on April 29, 2008
The first act at this meeting held subsequent to the annual general meeting was to constitute the newly elected Supervisory Board. Mr. Kirn was elected as Chairman and Mr.
At the meeting on July 29, 2008
The Board of Management at this meeting reported in detail on the development in business and sales in the first half of 2008, as well as on expectations for the coming quarters. Particular attention was paid to a revision of the forecast made on July 10 in the light of the gratifying development in business.
At the meeting on October 28, 2008
In the course of this meeting the Board of Management reported on the continuing highly positive trend in business in the third quarter. Against the background of the financial crisis, the meeting also focused on the investment strategy employed by the Board of Management. In addition the current status of the planning process for 2009 was also discussed.
At the meeting on December 3, 2008
The Supervisory Board was provided in good time prior to this meeting with the essential documentation regarding forward planning for the year 2009. On the basis of preceding discussions the members of the Supervisory Board were able to form a detailed picture of the planned sales and budgets and the balance sheet and cash flow projections and verify the information placed at their disposal.
The plans were discussed in detail and approved, before the Management and Supervisory Boards went on to debate the corporate governance report for 2008 and the Corporate Governance Code. After comparing the Code as amended in June 2008 with the company's own principles, the declaration of conformity pursuant to § 161 of the German Stock Corporation Act was approved.
Supervisory Board report on financial year 2008
«The continuously developing of the company as a specialist in software solutions covering all aspects of intelligent personnel deployment and workforce management led to the best result in the more than 20-year history of the company in the year 2008.»
Appointment of Ernst & Young AG Wirtschaftsprüfungsgesellschaft as auditors
At the annual general meeting held on April 29, 2008 the shareholders elected Messrs. Ernst & Young AG, Wirtschaftsprüfungsgesellschaft, Stuttgart (Munich Branch) as auditors for the financial year 2008. The Supervisory Board duly made the appointment in consideration of the rules contained in the corporate governance principles of ATOSS Software AG regarding cooperation on the part of the Supervisory Board with the auditors. The scope of the auditors' engagement also included the early warning system for the detection of risk and the declaration of conformity pursuant to § 161 of the German Stock Corporation Act.
Supervisory Board meeting on February 26, 2009, to adopt the financial statements
In good time prior to this meeting for the purpose of verification the members of the Supervisory Board were furnished with the annual financial statements and consolidated financial statements as well as the management reports for financial year 2008 prepared by the Board of Management and each awarded unqualified audit certificates. Prior to discussions with the Board of Management and the auditors, the members of the Supervisory Board had the opportunity to inspect the accounts documentation and verify this also.
At this meeting the Board of Management gave an explanation of the documents and the auditors reported on the essential findings of their audit and stood ready to answer questions posed by the Supervisory Board.
The Supervisory Board endorsed the report by the auditors as well as the annual financial statements for ATOSS Software AG, the consolidated financial statements and management reports. The 2008 annual financial statements and consolidated statements for ATOSS Software AG were approved by the Supervisory Board without reservation and the annual accounts were accordingly adopted. The Supervisory Board also endorsed the proposal by the Board of Management regarding the application of surplus profits. Other items on the agenda included a discussion of the report by the Supervisory Board for the financial year 2008 and the adoption of the agenda for the annual general meeting on April 30, 2009. In addition the Board of Management reported on the current course of business and plans for the present financial year 2009.
Composition of the Supervisory Board
The long-standing member and Deputy Chairman of the Supervisory Board, Mr. Bernhard Dorn, passed away on February 10, 2008. We knew Mr. Dorn as a constructive, professionally experienced and at the same time critical support of our undertaking and we honor his memory.
To restore the Supervisory Board to a quorum, by a resolution adopted by the Municipal Court of Munich on February 18, 2008, Mr. Winfried Wolf of St. Gallen was appointed as a member of the Supervisory Board. At the annual general meeting on April 29, 2008 the Supervisory Board as a whole was due for re-election. The existing Supervisory Board members Mr. Peter Kirn and Rolf Baron Vielhauer von Hohenau were confirmed in office and Mr. Fritz Fleischmann was elected as a new member of the Board. At the subsequent meeting to constitute the Board, Mr. Peter Kirn was elected as Chairman and Mr. Fritz Fleischmann as Deputy Chairman of the Supervisory Board.
Once again in 2008 the Supervisory Board dispensed with the formation of committees in order not to impair the efficiency of a Board comprising only three members.
We would like to express our thanks to both clients and shareholders for the trust they have placed in us. We would also like thank all of the employees and the Board of Management of ATOSS Software AG for their highly successful commitment on behalf of the company.
Through their considerable competence and their determination, all those concerned have helped ATOSS to once again record substantial growth for the third year in succession and strengthen its market position still further.
Munich, February 2009
Peter Kirn, Chairman of the Supervisory Board
Members of the Supervisory Board, with a summary of other supervisory board positions held
Peter Kirn,
| Chairman of the Supervisory Board | |
|---|---|
| Corporate consultant, Böblingen. | |
| Mr. Kirn holds the following other supervisory board | |
| positions: | |
| • Member of the Supervisory Board of businessMart AG, | |
| Stuttgart |
• Member of the Supervisory Board of Integrata AG (formerly UNILOG Integrata Training AG), Stuttgart
Fritz Fleischmann,
Deputy Chairman of the Supervisory Board (since April 29, 2008) General Manager, Adobe Systems GmbH, Munich and Managing Director Central and Eastern Europe. Herr Fleischmann also holds the following supervisory board post:
• Member of the Supervisory Board of itelligence AG, Bielefeld
Rolf Baron Vielhauer von Hohenhau,
- Member of the Supervisory Board
- President of the Bund der Steuerzahler in Bayern e.V., Munich.
- Baron Vielhauer von Hohenhau stepped down from his supervisory board post at ce Global Sourcing AG (formerly ce Consumer Electronic AG), Munich, in financial year 2008.
In addition Mr. Kirn is also a member of the Advisory Board of timetoact GmbH, Cologne; Baron Vielhauer von Hohenhau is a member of the Administrative Board of Stadtsparkasse Augsburg.
1. Business and conditions
Economic climate
The global financial crisis intensified sharply in 2008. Resolute intervention at a political level has thus far prevented a collapse of the global financial system. Nevertheless the turbulence pervading the banking system has meanwhile spilled over into the real economy. Given Germany's position as an export nation, the German economy will be unable to escape this development.
As a consequence, growth forecasts for the German economy were repeatedly scaled down in the course of 2008 as the economic indicators declined. For the example, the ifo business climate index slipped back from its level of 103.4 points in January 2008 to just 82.6 points in December, a fall of more than one fifth. The German Council of Economic Experts in its 2008/2009 annual report expects price-adjusted growth in Germany's gross domestic product to amount to just 1.7 percent in 2008, compared with 2.5 percent in the year before. The downturn began as early as the second quarter of 2008. In its initial estimate of economic growth in 2008, the Federal Statistical Office in Wiesbaden cites a figure of 1.3 percent, even lower than that put forward by the Council of Economic Experts. Looking ahead to 2009, the Federal government anticipates a fall in economic output of 2.25 percent. Whereas the Kiel Institute for the World Economy in a commentary on December 22, 2008 put the expected average decline in German real GDP in 2009 at 2.7 percent. rally much greater than for complex solutions that necessitate a high level of working time management and personnel resource planning integration. Our technological leadership, consulting skills and reliable and experienced corporate management constitute convincing features and decisionmaking criteria which set ATOSS clearly apart. This is reflected despite the difficult economic environment in the highly successful sales figures and results posted by ATOSS for the past year: In 2008 the company achieved at EUR 26.9 million the highest sales (previous year: EUR 24.40 million) and for the third year in succession at EUR 5.0 million (previous year: EUR 3.7 million) the best result (EBIT) in its history. The continuing substantial volume of orders on hand allows us to predict sales in the near future and plan ahead with reliability. What's more, our liquidity and our high equity ratio are a source of security in stormy economic times.
-
- Business and conditions
-
- Earnings situation
-
- Financial and asset position
-
- Events after December 31, 2008
-
- Risk report
-
- Dividend paid
-
- Outlook: Future economic and sector climate, future position of the company
Group management report
the German economy, though the company anticipates that the actual figures for 2008 and 2009 are likely be somewhat lower than those published by BITKOM.
Segmental environment and market background The development in the information technology sector is likely to be significantly more gratifying than in the economy as a whole. Certainly, a slowdown in growth is to be anticipated: According to figures published in December 2008 by industry Since the company was first founded, ATOSS has pursued a vision of offering solutions that impact on the structures of the modern working world in such a manner as to result in more creative, more intelligent and more humane ways of working.
The market addressed by ATOSS is comprised on the one hand of extensive numbers of small and medium-sized enterprises (the SME market) with up to 500 employees, and on the other of the premium market represented by the high-end small businesses and major companies. The competitive pressure in the case of applications that make no more than minimal demands on personnel resource planning systems is natu-
association BITKOM, the IT sector grew by 3.7 percent in 2008, with further growth of just 1.5 percent expected in 2009, in contrast to the 5.0 percent recorded in 2007. Still, these growth rates are nevertheless well above the development in the economy as a whole. The IT software sector, according to BITKOM, is expected to put on a even more robust performance. Growth here will be 4.2 percent for 2008 and 2.0 percent in 2009, compared with 5.4 percent in 2007. Thus even in difficult times the IT sector remains one of the drivers of growth in The products and services developed by ATOSS are designed to solve the problems experienced by its customers in ascertaining optimum staffing needs, developing ideal working time models, allocating working hours to meaningful advantage, managing access securely and deploying personnel efficiently. By utilizing personnel resources in a manner that is both economically advantageous as well as sensitive to employee and customer needs, the clients of the ATOSS
Positioning of the ATOSS Group
«The first-class positioning which the company enjoys is underpinned by prominent reference customers, pioneering technologies, a convincing range of products and services, extensive competence in consulting and in the implementation of software projects, as well as by the stability and independence of the company itself.»
BUS I NE SS AND CONDI T ION S
Group are thereby able to improve their own performance and efficiency.
ATOSS has positioned itself as a best-of-breed specialist in its core fields of working time management and personnel resource planning, offering an in-depth range of integrated solutions which meet even the highest functional and technological demands. And with the availability of interfaces to solutions from complementary providers, we can meaningfully address the needs of customers of every size and in every industry. ATOSS has thereby achieved great success in all customer segments. What's more, the company is able to offer supremely competent consultancy services coupled with solutions of convincing depth, with the guarantee that its customers will benefit from improved efficiency and enhanced productivity. As a financially independent partner with a committed long-term outlook, ATOSS ultimately offers investment security.
Our own observations and sales successes as well as numerous productivity studies point to the fact that the market requires solutions capable of meeting the most complex requirements in the interests of improving productivity.
The right staff
ATOSS' end-to-end portfolio includes solutions which highlight the qualifications of available personnel, thereby facilitating rapid deployment. Short-term and even seasonal bottlenecks can be overcome by accessing a large number of employees.
At the right time
In almost every industry, demands on capacity are likely to fluctuate, whereas staff cannot always be employed on a pattern which mirrors these fluctuations. Taking into account operational requirements, wage agreements and statutory regulations as well as factors such as vacations, sickness, part-time employment and so on, ATOSS provides solutions which optimize personnel deployments to cover both peaks and troughs in demand.
In the right place
Flexible staff deployments at varying locations enable decentrally organized businesses and branch-based operations to make more efficient use of capacity and raise their level of productivity.
Working on the right job
It is rare today for personnel resource scheduling to be integrated into the process of production planning. Nevertheless a meaningful exchange of data in this very instance can underpin planning reliability and accelerate production processes.
At the right cost
Nowadays operational working time models can often yield more flexible options for staff deployment than would be possible with rigid working hours. However, deploying staff under conditions of optimized cost can be achieved only by evaluating hours worked in association with wage supplements and ancillary costs.
Many ATOSS customers have seen significant improvements thanks to ATOSS solutions, as their own analyses have shown. For customers of all sizes ATOSS offers appropriate individual concepts and functional competence supported by the latest technologies.
When deciding upon a long-term partnership, major customers in particular are increasingly focusing on independent companies with a sound financial base. When investment decisions are made, our robust equity ratio of 64 percent (previous year: 59 percent), our operating cash flow amounting to EUR 2.5 million (previous year: EUR 4.2 million) and our continuing high level of expenditure on technological development are among the determining factors.
The company continues to pursue a strategy aimed at consolidating growth in its domestic market. In the past financial year were once again successful in doing so. Domestic sales came in at EUR 23.9 million, up by 7 percent on the previous year's figure of EUR 22.3 million. Looking further afield, the company plans to accompany its international clients at their locations abroad.
Business development
The company regards the key figures for sales, operating profits (EBIT) and cash flow as the essential measures of its success. The development in software licensing revenues is of central importance since this is the driving force behind the company's business model. In this context, the volumes of orders received and orders on hand for software licenses represent essential indicators for the future development of the company.
In financial year 2008 ATOSS achieved sales amounting to EUR 26.9 million (previous year: EUR 24.4 million). This growth continues the welcome pattern set in the preceding year which is attributable not least to the advanced Javabased technology embodied in our software since 2004. The many references which now support the ATOSS Staff Efficiency Suite provide a sound basis on which to secure further business successes.
Development in sales of software licenses and maintenance, software license order situation
Software sales were increased in 2008 with revenues rising 9 percent to EUR 16.0 million (previous year: EUR 14.6 million). The proportion of sales accounted for by software stood at 59 percent (previous year: 60 percent).
Software maintenance sales during the year rose by 8 percent to reach a total of EUR 10.0 million (previous year: EUR 9.2 million).
Sales of software licenses grew by 12 percent from EUR 5.4 million in 2007 to EUR 6.1 million in 2008 due to additional purchases by existing customers, progress on projects for major customers and further orders from new customers.
The development in orders received for software licenses was also most gratifying: Order intake was up by 9 percent from EUR 6.0 million in 2007 to EUR 6.6 million in 2008. 17 percent (previous year: 13 percent) of orders received related to long-term production orders.
Development in consultancy sales
Consultancy sales in 2008 reached EUR 7.4 million, up by 19 percent over the previous year's figure of EUR 6.2 million. As a result consultancy accounted for 27 percent of overall sales (previous year: 25 percent). Strong demand from both actual and potential customers ensured a high level of capacity utilization among our consultants.
Development in hardware and other sales
Revenues from the sale of hardware were increased once again in 2008 following a decline in the year before. Last year's figure of EUR 2.8 million was 3 percent higher than the EUR 2.7 million recorded in 2007. As a proportion of total sales, this represented some 10 percent (previous year 11 percent). Other sales, the heading under which notably identification media and customer-specific programming services are reported, amounted to EUR 0.8 million, down by 10 percent from EUR 0.9 million the year before.
In view of the fact that projects for major customers in particular are implemented over an extended period, orders on hand for software licenses on December 31, 2008 were 27 percent higher at EUR 2.5 million (previous year: EUR 1.9 million). A total of 35 percent (previous year: 39 percent) of orders on hand related to long-term production orders. the preceding year. We regard these successes as continuing confirmation that we are pursuing the correct strategy to enhance both sales and results. Even though we see further opportunities for growth in the German-speaking territories, our products are deployed in
Long-term production orders
As in previous years the company realizes long-term orders in application of the percentage of completion method. In financial year 2008 this applied to 15 orders (previous year: 13) which were realized to a value of EUR 1.6 million (previous year: EUR 1.3 million) in line with project progress.
Corporate strategy and opportunities
At the heart of our business activities lie the continuous acquisition of new customers and the development of existing customer installations in the fields of working time management, personnel resource planning and workforce management. Some significant progress was made in both areas in 2008. For example, products incorporating the company's latest generation of software solutions were placed with existing customers of major importance. Furthermore a large number of new customers were acquired, including additional orders from major clients, 2008 also witnessed the successful implementation of major projects acquired in
BUS I NE SS AND CONDI T ION S
twenty countries both within and outside of Europe and in eight languages. Consequently, over the medium term, we also have the potential for international growth, with the premium market in particular offering substantial opportunities for development.
The first-class positioning which the company enjoys is underpinned by prominent reference customers, pioneering technologies (Java J2EE), a convincing range of products and services, extensive competence in the implementation of software projects and in consulting, as well as by the stability and independence of the company itself.
In order to develop these competitive advantages for the long-term, we will continue to allocate a high level of funding to secure market access and thus also future growth.
Research and development
The security of knowing that even in the future they will be able to master the most complex requirements is decisive for our customers. At the same time they also need to deploy technologically sophisticated solutions which will be equally at home in the system environments of the future and therefore capable of returning long-term economic benefits. For this reason we shall continue to maintain our substantial commitment to the development of our products.
We harness modern technology platforms as a basis on which to create solutions that can replicate every customerand industry-specific requirement, covering all aspects of intelligent personnel deployment and workforce management. To obviate problems in updating from one release to the next, we guarantee full upward compatibility, thereby allowing the latest solutions to be implemented at any time.
The aim of our product development is to be able to offer expedient solutions to meet the ever more complex and individual requirements of our customers. The development of our new Java-based versions of ASES (ATOSS Staff Efficiency Suite) and ASE (ATOSS Startup Edition) which enable these solutions to be integrated into differing system environments was a major milestone. We have also achieved some initial successes in beginning to integrate what is termed as Service-Oriented Architecture (SOA), which simplifies the exchange of data between our solutions and other solutions employed by customers. In one instance, for example, our solutions have been successfully integrated with the visitor management system deployed by our client. This is a salient example of how our solutions can add value over and beyond their original functionality. Continuing development of the interfaces with our systems will in the medium term enable customers to integrate our solutions even more easily and effectively into existing system architectures and use them to optimum effect.
Our fully Java-based package of solutions for softwaresupported working time management is suitable for use in a wide range of industries. The ATOSS Startup Edition and ATOSS Time Control (ATC) are distinguished by the simplicity of their user interface. The ATOSS Startup Edition is a stepping stone for customers using a variety of system environments. As their requirements become more complex in future, they can easily migrate to the ATOSS Staff Efficiency Suite. ATOSS Time Control on the other hand is focused on customer in the Microsoft world.
Expenditure on research and development in 2008 amounted to EUR 5.1 million (previous year: EUR 4.6 million). The bulk of this figure in the amount of EUR 3.9 million (previous year: EUR 3.6 million) was accounted for by the personnel costs for 76 (previous year: 68) software developers. Despite the increase in sales, the proportion of overall turnover represented by research and development still amounted to 19 percent, as in the year before.
As in preceding years, expenditure on research and development is not capitalized, but is instead reported in full as an expense.
Subsidiaries and international business
All of our subsidiaries continued to record positive development in financial year 2008 and all of them reported positive results to December 31, 2008. The proportion of group sales accounted for by our international business in 2008 amounted to 11 percent, against 9 percent in the preceding year.
Officers, employees, development in personnel
As of December 31, 2008 the group employed a workforce of
211 (December 31, 2007: 195). Of these 76 (previous year: 68) were employed in product development, 62 (previous year: 58) in consulting and 38 (previous year: 35) in sales and marketing. Personnel costs in 2008 amounted to EUR 13.8 million, up from EUR 12.6 million in the preceding year.
On December 31, 2008 there were 7 positions for trainees, as in the year before.
Mr. Peter Kirn continued to serve as Chairman of the Supervisory Board in 2008 and Rolf Baron Vielhauer von Hohenhau remained a member of the Supervisory Board.
However, the former Deputy Chairman of the Supervisory Board, Mr. Bernhard Dorn, passed away on February 10, 2008. By a resolution adopted by the Municipal Court of Munich, Mr. Winfried Wolf of St. Gallen was appointed as a member of the Supervisory Board on February 18, 2008. Subsequently at the General Meeting on April 29, 2008 Mr. Fritz Fleischmann was elected as a new member of the Supervisory Board and Mr. Wolf stepped down.
The company is managed primarily on the basis of a broad system of targets. Company, departmental and individual targets are agreed with almost every member of staff and linked with an appropriate variable salary component, dependent on each employee's level of responsibility. These variable components range between 10 percent and 50 percent of the contractually agreed target salary. The company targets are in turn keyed to the relevant scheduled sales and operating profit data for the financial year. Departmental targets take the form of a uniform table of sales or performance targets dependent on position and responsibility, while individual targets are linked to the performance of each individual employee. The remuneration paid to members of the Board of Management is oriented towards their contribution to the success of the business, and towards industry standards. It includes performance-related and non-performance-related elements. The non-performance-related remuneration is paid monthly in the form of a salary. An advance on the performancerelated remuneration is paid monthly up to a maximum of 50 percent of the target profit-share payment for the financial year in question. The Supervisory Board turns its attention at least once per year to the appropriateness of this remuneration and sets new performance targets for the performancerelated elements yearly in advance. The level of the performance-related remuneration (profit-share payment) is oriented towards the group sales target and operating profit target before adjustment for the effects of the company's convertible bond programs. Moreover, the contracts with members of the Board of Management also include other elements of remuneration in the form of insurance premiums paid by the company and other ancillary benefits, as well as the provision of company motor vehicles. In addition there is a pension commitment in favor of the CEO.
In return for their activities the Supervisory Board members received a fixed remuneration plus a variable payment dependent on the number of meetings.
The Board of Management continues to comprise Andreas F.J. Obereder as CEO and Christof Leiber as Finance Director.
At its subsequent meeting the Supervisory Board elected Mr. Fleischmann as Deputy to Mr. Kirn. Once again in 2008, the Board of Management and Supervisory Board have concerned themselves intensively with the new requirements of the German Corporate Governance Code, comparing these with the company's own principles and identifying those points in which deviations exist from the recommendations issued on June 6, 2008 by the Government Commission on the German Corporate Governance Code.
Corporate governance
Since its activities in connection with its flotation, ATOSS Software AG has concerned itself intensively with the subject of corporate governance and the associated statutory regulations. The company has reported regularly since 2001 on its activities in this regard. The company's boards examine developments and changes in the German Corporate Governance Code in particular detail. In contrast to the provisions of the law, however, the Code is not binding in its standardizing effect and in fact allows deviations from its recommendations.
On December 3, 2008 the Board of Management and Supervisory Board adopted a new declaration of conformity
BUS I NE SS AND CONDI T ION S
pursuant to § 161 of the German Stock Corporation Act in which it is confirmed that the recommendations of the Commission on Corporate Governance appointed by the German Government are complied with, with the exception of those points stated in the declaration. This declaration is published on the company's web site. It is consequently evident that the company in broad measure conforms with the recommendations and deviates only in respect of a small number of points which in the company's view are of only marginal importance.
Deviations apply in respect of the following points:
The Code recommends that the liability insurance arranged by a company for its management and supervisory board members (so-called directors and officers liability insurance – D&O) should include a self-insured deductible. ATOSS Software AG is fundamentally not of the opinion that the commitment and responsibility with which the members of the Board of Management and Supervisory Board fulfill their duties would be enhanced by such a measure. The D&O insurances for members of the Board of Management and Supervisory Board do not therefore include such a provision.
The Code recommends the formation of supervisory board committees. In view of the size of the company, however, ATOSS Software AG refrains from forming separate supervisory board committees.
The German Corporate Governance Code recommends that fixed and performance-related remuneration elements be agreed with members of the supervisory board. Nevertheless the existing arrangement providing for a fixed remuneration together with a variable payment dependent on the number of meetings has proven its worth.
With regard to remuneration paid to members of the management board, the Code recommends that fixed and variable components should be agreed. The variable parts should include components linked to the success of the business as well as components with a long-term incentive effect and an element of risk. The remuneration model employed for members of the Board of Management includes fixed and variable components which relate to the development in sales and profits. Given the existence of a uniform remuneration system for members of the Board of Management, coupled with the fact that the CEO is also the majority shareholder, in the view of the company any further long-term incentive systems may be dispensed with.
The German Corporate Governance Code recommends that the annual general meeting be convened and the accompanying documentation transmitted electronically. Since the shares in ATOSS Software AG are not registered shares but bearer shares, in the view of the company this recommendation is not practicable.
The Code recommends that nominations for membership of the supervisory board be voted on individually. For reasons of voting efficiency, however, at the general meeting of ATOSS Software AG on April 29, 2008 the members of the Supervisory Board were elected en bloc.
The Code recommends that interim reports should be made available within 45 days. The company publishes a comprehensive summary of key figures within less than 30 days. The full interim reports are published within two months of the end of the quarter.
Other information
The company's capital is divided into 4,025,667 bearer shares each with a nominal value of one euro which carry full voting and dividend rights. Of this total the majority shareholder, Andreas F.J. Obereder, holds 1,981,184 shares, representing a proportion of 49 percent. No other shareholders with a notifiable holding of more than 10 percent of voting rights are known to the company.
No restrictions regarding voting rights or the transfer of shares, even such as may result from agreements between shareholders, are known to the company.
There are no special rights in existence granting authority to exert control.
Insofar as employees have a stake in the company's capital, there is no restriction on their rights of control.
By a resolution adopted by the General Meeting on April 29, 2008, the Board of Management is further authorized on or before October 28, 2009, to purchase company shares in the amount of 10 percent of capital stock, in consideration of the statutory restrictions.
Members of the Board of Management are appointed and dismissed in accordance with § 84 and § 85 of the German Stock Corporation Act and § 6 of the company's articles of association.
By a resolution adopted by the General Meeting on April 22, 2004, the Board of Management is authorized on or before April 22, 2009, with the approval of the Supervisory Board to increase the company's capital stock by up to EUR 2,012,833 through the issue of new bearer shares in return for contributions in cash or kind, whereby the right of shareholders to subscribe may be excluded. The essential key figure determining the success of the company's operating performance, namely its earnings before interest and taxes (EBIT) was improved from EUR 3.7 million in the preceding year to EUR 5.0 million. The return on sales represented by earnings before taxes stood at 19 percent (previous year: 15 percent).
In addition to its subsidiaries ATOSS Software Ges. mbH, Vienna, ATOSS Software AG, Zürich, ATOSS CSD Software GmbH, Cham, and ATOSS Software SRL, Timisoara, the parent company ATOSS Software AG of Munich also has business premises in Frankfurt, Hamburg, Meerbusch and Stuttgart.
2. Earnings situation
Changes to the articles of association follow the regulations contained in § 133 and §§ 179 ff. of the Stock Corporation Act. Therefore, thanks in particular to its success in winning further premium customers while maintaining a high level of expenditure on the development of functionally superior products, the company has increased its profitability and secured a sound financial basis for a long-term strategy which is proving to be correct.
No material agreements exist which are contingent upon a change of control resulting from a takeover offer. Nor have any agreements been entered into with members of the Board of Management or employees regarding compensation in the event that a takeover offer is made. Material one-off effects on the earnings situation in the amount of EUR – 0.1 million (previous year: EUR 0.1 million) resulted primarily from the liquidation of reserves amounting to EUR 0.3 million and from a loss of EUR 0.4 million in 2008 on an investment in gold.
Earnings before taxes (EBT) amounted to EUR 5.1 million (previous year: EUR 4.2 million) and the net income came in at EUR 3.5 million (previous year: EUR 2.5 million). As a result, earnings per share increased to EUR 0.88 (previous year: EUR 0.63); after adjustment for the dilution effect of convertible bonds in circulation the figure was EUR 0.87 (previous year: EUR 0.62).
The earnings situation in financial year 2008 was defined by a 10 percent increase in overall sales which totaled EUR 26.9 million (previous year: EUR 24.4 million). Costs – without taking account of sales input – increased at a lesser rate of 7 percent to stand at EUR 19.5 million (previous year: EUR 18.3 million). As a result, profitability was increased in excess of intra-year forecasts. customers and suppliers investment security for their software decisions through the medium of long-term partnerships. In this respect the ATOSS Group was highly successful in financial year 2008:
3. Financial and asset position
The company regards equity as an essential management parameter in guarding against economic, sector- and company-specific risks. Therefore the company's financial strategy is directed towards maintaining a level of equity commensurate with such risks. The intention is to guarantee shareholders an appropriate return on equity and offer Cash flow from operations remained positive in the year under review, amounting to EUR 2.5 million in 2008 (previous year: EUR 4.2 million). The decline in operating cash flow relative to the year before resulted in particular from an increase in trade accounts receivable (+ EUR 0.6 million) from a comparatively low level at the end financial year 2007, as well as higher receivables due from long-term production orders. This decline was also attributable to the purchase of holdings in gold in the amount of EUR 0.3 million and tax refund claims amounting to EUR 0.5 million following tax prepayments.
Payment of the dividend had the effect of reducing liquidity by EUR 1.2 million. However the cash flow generated from operations led to an overall increase in liquidity in financial year 2008. As of December 31, 2008 liquidity stood at EUR 14.0 million (previous year: EUR 13.5 million). ATOSS is excellently supplied with financial resources which enable the company to counter both macro-economic as well as sector-specific risks and exploit opportunities for external growth. The ability of the company to meet its payment obligations therefore remains securely guaranteed.
Trade accounts receivable rose from EUR 2.8 million to EUR 3.5 million. Despite the fact that receivables have increased at a faster rate than sales, the average time to receipt at 39 days (previous year: 36 days) remains low. In the opinion of the company, this is attributable in particular to the high level of customer satisfaction as well as successful customer account management.
The company is financed through the ongoing cash flow generated from operations. Current liabilities included trade accounts payable in the amount of EUR 0.2 million (previous year: EUR 0.4 million), accruals amounting to EUR 3.0 (previous year: EUR 3.0 million), deferred revenues of EUR 1.5 million (previous year: EUR1.0 million), tax provisions amounting to EUR 0.3 million (previous year: EUR 0.8 million) and miscellaneous short-term liabilities of EUR 0.5 million (previous year: EUR 0.6 million). In total, current liabilities as of December 31, 2008 had declined to EUR 5.5 million (previous year: EUR 5.8 million). This decline was essentially due to the lower tax provisions.
The accruals relate predominantly to commitments to employees in respect of variable salary components to be disbursed in the following year, and also to anticipated accounts payable.
Among the items reported under non-current liabilities are the deposits on convertible bonds. Of the 38,500 convertible bonds outstanding on December 31, 2007, some 14,500 were converted in the year under review. As of December 31, 2008 there were therefore 24,000 in circulation.
Group equity capital as of December 31, 2008 amounted to EUR 12.5 million (previous year: EUR 10.5 million), resulting in an equity ratio of 64 percent in comparison with 59 percent on December 31, 2007. The return on equity as of December 31, 2008 stood at 31 percent (previous year: 26 percent).
As a matter of principle, ATOSS reports its expenditure on research and development in its income statement. As in the past, intangible assets of our own manufacture are not capitalized.
Investments in fixed assets in the financial year amounted to EUR 0.4 million, compared with EUR 0.7 million in the year before. Revenues from the sale of fixed assets in 2008 amounted to EUR 0 (previous year: EUR 24,000).
To reduce administrative costs, the company vehicle fleet is leased. As of December 31, 2008 there were 65 leasing agreements for company vehicles (previous year: 55). In addition individual servers are on long-term lease from their manufacturers. In fact at the end of 2008, there was one leasing agreement in existence for one server (previous year: 1).
Thanks to its excellent earnings and to its continuing sound asset position, the company expects its ability to meet its financial commitments to remain unchanged in the future.
4. Events after December 31, 2008
After the balance sheet closing date between January 7 and January 22, 2009 the company bought back 4,205 own shares
at a cost of EUR 30,415. There have been no further reportable events of particular import subsequent to the closing date.
- Risk report
In accordance with its long-term business strategy the company endeavors to avoid exposure to any unreasonable risks. Nevertheless in the course of its ordinary business activities the company is unavoidably exposed to a variety of risks which arise from these business operations as well as from changes in the environment in which it operates.
In order to make these risks transparently clear and to evaluate these and the accompanying opportunities that present themselves, the company has developed a comprehensive risk management system. The object is not merely to identify and monitor risks on an ongoing basis, but also having assessed the probability of their occurrence and the conceivable level of damage that may be caused, to provide decisionmaking criteria which convey a transparent picture of the company's willingness to accept risk exposure. Overall in the view of the Board of Management, ATOSS has an extremely comprehensive and easily comprehended system at its disposal that meaningfully supports the company's risk strategy.
In the past financial year two extensive risk reviews were undertaken. The results were compiled by the risk management committee in a risk report and submitted to the Board of Management.
The company's high equity ratio and substantial liquidity offer security even in economically difficult times. The
market environment is monitored on an ongoing basis, prospective opportunities for growth are investigated and the potential to differentiate the company from its competitors is exploited. High levels of investment in research and development and the considerable professional expertise of our staff together serve to guarantee high product quality. In the case of major projects, there is continuous communication with the administrative departments regarding the status of progress. The risk resulting from the loss of key personnel is fundamentally covered by the fact that knowledge is distributed within departments. Similarly, in addition to organizational measures to protect data and ensure data security, new employees are placed under obligation to comply with the provisions of data protection legislation. Risks resulting from system and network failures are countered in particular by continuous data back-ups and emergency plans in the event of system failures.
Material areas of risk are currently perceived in particular in the present economic environment as well as in the market environment, products, employee fluctuation, data protection and data security, and in the system and network infrastructure. The company continues to endeavor to counter these risks through organizational measures and via the risk management system that safeguards the communication of risks to the Board of Management. mers which account for more than 10 percent of sales, the credit risk does not present a potential hazard to the continued existence of the business. In view of the substantial cash funds available at short notice as well as the positive cash flow from operations, the company is not subject to any liquidity risk.
Financial risk continues to be countered by an unvaryingly conservative investment strategy. Given the possible risk of interest rate changes and other credit risks, the company invests its funds primarily in short-term fixed deposits with reputable banks and savings banks in due consideration of the liability limits imposed by the deposit guarantee fund, as well as where appropriate in short-dated Federal government securities. Thus in the view of the company even in consideration of the current financial crisis, the market price risk associated with financial assets remains negligible.
Trade accounts receivable are continuously assessed in terms of feasibility and allowances are made where noticeable problems arise. Since the company has no single custo-
Risks arising from existing and future customer contracts are continuously monitored and assessed.
It is possible that legal risks or changes to regulatory requirements may impair business operations. Similarly, as a stock market-listed company there is a risk that at some point it may no longer be possible to satisfy increasing legal requirements in an economically tenable manner. For this eventuality formal procedures are created within our organization, the purpose of which is to take account of changes in conditions.
Finally, there is also the possibility that as yet unrecognized and unreported risks may arise which might also have negative effects on business activities. The combination of in principle mutually independent risks may present additional hazards to the company which may amplify one another. Therefore ATOSS will continue to constantly monitor its environment and review the effectiveness of measures taken and of the risk management system as a whole. Despite continuous adjustments to the risk management system, it is not possible to entirely quantify either the probability of the described risks occurring or their financial impact.
6. Dividend paid
As in the preceding year, in considering the dividend to be paid, the Management and Supervisory Boards have based their proposal upon the long-term dividend policy applied by the Company, under which between 30 percent and 50 percent of the profit per share generated in the financial year is distributed as a dividend. For this reason the Board of Management has resolved to propose to the General Meeting that a dividend of EUR 0.44 per dividend-bearing share be paid for the financial year 2008.
7. Outlook: Future economic and sector climate, future position of the company
As mentioned at the beginning of this report, the Federal government expects economic output in Germany in 2009 to decline by 2.25 percent. The German Council of Economic Experts anticipates that as a result of the falling oil price and the resulting scope for interest rate cuts in the course of 2009, there should be a slight improvement. Nevertheless growth momentum is likely to lag significantly behind growth opportunities. Other research institutes take an even more pessimistic view of the future. The ifo Institute for example expects economic output to fall by 2.2 percent in 2009, with a further decline of 0.2 percent in 2010. The Kiel Institute for the World Economy even puts the expected decline in average German GDP in 2009 at 2.7 percent.
90 A n n u aa l Repo rr t 2008 UNTE R NEH M EN UND M I SS I ON 91 G r oup Ma n ag e m ent Repo r t
Overall, the German economy is likely to experience its steepest downturn since the Federal Republic was first established.
The overwhelming majority of IT software and services companies surveyed by the industry association BITKOM during the period from October to December 2008, on the other hand, look forward to another year of growth. For example, 64 percent of software companies expect rising sales in the coming year, while 16 percent expect turnover to equal the 2008 level. However the company anticipates that the development in the economy as a whole is meanwhile likely to have cast a shadow over many software companies' expectations.
The company is clearly differentiated by its products and technology. It also exhibits financial stability and sustainability and possesses first-class references in all relevant markets. ATOSS is therefore optimally positioned to take advantage of opportunities that arise from the current upheaval and convert these into business success. Particularly in the current economic environment, the company perceives potential arising both from the progressive consolidation of the competitive environment and from the development of new markets. What's more, in its specific field of solutions designed to improve the efficiency of workforce management, the company also sees considerable potential to enhance the competitiveness of its target customers and secure sustained sales opportunities.
The company therefore anticipates that even in the current economic situation the record results achieved in the past financial year will be maintained. The substantial volume of orders on hand for software licenses and the strong order situation up to the end of the financial year 2008 provides further security for the development in business in 2009. Looking beyond 2009, the company expects the gratifying development seen in the last financial year to continue not least through the development of new markets.
The Board of Management gives an assurance to the best of its knowledge and belief that the development in business including the results and the situation of the company are so described in this management report as to convey an impression which accords with the true facts; and that the essential opportunities and risks are so described.
Munich, January 29, 2009
Andreas F.J. Obereder Christof Leiber
FUTURE PO S I T ION OF THE COMPANY
| balance sheet to 31.12.08 | |||
|---|---|---|---|
| Assets (EUR) | Notes | 31.12.2008 | 31.12.2007 |
| Non-current assets | 11 | ||
| Tangible fixed assets (net) | 12, 28 | 552,672 | 529,798 |
| Intangible assets (net) | 13, 28 | 141,333 | 149,841 |
| Deferred taxes | 14, 29 | 305,877 | 295,319 |
| Total non-current assets | 999,882 | 974,958 | |
| Current assets | |||
| Inventories | 10, 26 | 9,375 | 26,120 |
| Trade accounts receivable (net) | 25 | 3,455,286 | 2,833,419 |
| Other current assets | 27 | 977,556 | 340,627 |
| Cash and cash equivalents | 8, 9, 24 | 14,000,412 | 13,467,767 |
| Total current assets | 18,442,629 | 16,667,933 | |
| Total assets | 19,442,511 | 17,642,891 | |
| Equity and Liabilities (EUR) | Notes | 31.12.2008 | 31.12.2007 |
| Equity | 38 | ||
| Subscribed capital | 39 | 4,025,667 | 4,025,667 |
| Capital reserve | 40 | -248,453 | -134,511 |
| Treasury stock | 19, 41 | -562,617 | -406,608 |
| Unappropriated net income | 67 | 9,252,962 | 6,981,913 |
| Total equity | 12,467,559 | 10,466,461 | |
| Non-current liabilities | 30 | ||
| Convertible bonds | 6, 17, 35, 36 | 24,000 | 35,922 |
| Pension provisions | 18, 37 | 1,176,896 | 1,212,551 |
| Deferred taxes | 14, 29 | 225,612 | 102,958 |
| Total non-current liabilities | 1,426,508 | 1,351,431 | |
| Current liabilities | 15, 30 | ||
| Trade accounts payable | 30 | 226,430 | 446,476 |
| Short-term accruals | 16, 32 | 3,045,828 | 3,012,888 |
| Deferred revenues | 33 | 1,485,910 | 1,005,811 |
| Tax provisions | 29 | 269,421 | 791,439 |
| Other current liabilities | 14, 34 | 520,855 | 568,385 |
| Total current liabilities | 5,548,444 | 5,824,999 | |
| Total equity and liabilities | 19,442,511 | 17,642,891 |
| income statement for financial year 2008 | |||
|---|---|---|---|
| EUR | Notes | 01.01.2008 - 31.12.2008 |
01.01.2007 - 31.12.2007 |
| Sales revenues | 6, 20, 42 | 26,943,256 | 24,421,916 |
| Cost of sales | 43 | -8,860,458 | -7,882,074 |
| Gross profit on sales | 18,082,798 | 16,539,842 | |
| Marketing costs | 44 | -5,573,374 | -5,752,028 |
| Administration costs | 45 | -2,649,586 | -2,543,245 |
| Research and development costs | 21, 46 | -5,129,380 | -4,632,118 |
| Other operating income and expenses | 49 | 315,275 | 117,422 |
| Operating profit | 5,045,733 | 3,729,873 | |
| Interest and similar income | 48 | 615,090 | 495,157 |
| Interest and similar expenses | 22, 48 | -545,423 | -53,230 |
| Income before taxes | 5,115,400 | 4,171,800 | |
| Taxes on income and earnings | 29, 51 | -1,605,539 | -1,671,000 |
| Net income for the year | 3,509,861 | 2,500,800 | |
| Earnings per share (undiluted) | 52 | 0.88 | 0.63 |
| Earnings per share (diluted) | 52 | 0.87 | 0.62 |
| Average number of shares in circulation (undiluted) | 3,992,105 | 3,975,237 | |
| Average number of shares in circulation (diluted) | 4,020,329 | 4,045,434 | |
balance sheet income statement
| cash flow statement for financial year 2008 | |||
|---|---|---|---|
| EUR | Notes | 01.01.2008 - 31.12.2008 |
01.01.2007 - 31.12.2007 |
| Net income for the year | 52 | 3,509,861 | 2,500,800 |
| Depreciation of fixed assets | 28 | 382,854 | 476,014 |
| Loss (previous year: profit) on the disposal of fixed assets | 8,577 | -7,205 | |
| Change in deferred taxes | 29 | 112,096 | -50,637 |
| Personnel costs arising from the convertible bonds program | 35 | 0 | 21,859 |
| Provisions for pension commitments | 37 | -35,655 | -6,681 |
| Change in net current assets | |||
| Trade accounts receivable | 25 | -579,664 | 842,040 |
| Inventories and other current assets | 26, 27 | -620,184 | 17,556 |
| Trade accounts payable | 30 | -220,046 | -80,050 |
| Short-term accruals | 32 | 32,941 | 631,214 |
| Deferred revenues | 30, 33 | 480,099 | -495,919 |
| Tax provisions | 29 | -522,018 | 287,378 |
| Other current liabilities | 30, 34 | -47,530 | 15,680 |
| Cash flow generated through business operations (1) | 53 | 2,501,331 | 4,152,049 |
| Cash flow from investment activities | |||
| Acquisition of tangible and intangible assets | 28 | -448,001 | -674,176 |
| Income from fixed asset disposals | 0 | 24,385 | |
| Cash flow generated through investment activities (2) | 54 | -448,001 | -649,791 |
| Cash flow from financing activities | |||
| Dividend paid | 38 | -1,238,812 | -950,348 |
| Disbursements resulting from the redemption of convertible bonds | 35 | 0 | -3,000 |
| Disbursements for the purchase of treasury stock | 19, 41 | -340,942 | 0 |
| Income from the sale of treasury stock | 19, 41 | 59,069 | 134,534 |
| Cash flow generated through financing activities (3) | 55 | -1,520,685 | -818,814 |
| Change in liquidity - total of (1) to (3) | 532,645 | 2,683,444 | |
| Liquidity at beginning of year | 24 | 13,467,767 | 10,784,323 |
| Liquidity at end of year | 24 | 14,000,412 | 13,467,767 |
| Income tax paid | 2,537,044 | 1,434,259 | |
| Interest paid | 669 | 657 | |
| Interest received | 683,167 | 429,235 |
| statement of changes in equity to 31.12.08 | ||||||||
|---|---|---|---|---|---|---|---|---|
| EUR | Subscribed capital |
Capital reserve | Treasury stock | Unappropriated net income |
Total | |||
| Notes | 39 | 40 | 19, 41 | 67 | ||||
| 01.01.2007 | 4,025,667 | 362,241 | -1,102,252 | 5,431,461 | 8,717,117 | |||
| Net income 2007 | 0 | 0 | 0 | 2,500,800 | 2,500,800 | |||
| Dividend | 0 | 0 | 0 | -950,348 | -950,348 | |||
| Sale of treasury stock | 0 | -518,611 | 695,644 | 0 | 177,033 | |||
| Transfer to capital reserve deriving from convertible bonds |
0 | 21,859 | 0 | 0 | 21,859 | |||
| As of 31.12.2007 / 01.01.2008 | 4,025,667 | -134,511 | -406,608 | 6,981,913 | 10,466,461 | |||
| Net income 2008 | 0 | 0 | 0 | 3,509,861 | 3,509,861 | |||
| Dividend | 0 | 0 | 0 | -1,238,812 | -1,238,812 | |||
| Purchase of treasury stock | 0 | 0 | -340,941 | 0 | -340,941 | |||
| Sale of treasury stock | 0 | -113,942 | 184,932 | 0 | 70,990 | |||
| As of 31.12.2008 | 4,025,667 | -248,453 | -562,617 | 9,252,962 | 12,467,559 |
One share represents 1 euro of subscribed capital.
statement of changes in equit y
cash flow statement
I. Headquarters and business activities
ATOSS Software AG with headquarters at Am Moosfeld 3 in Munich, Germany, hereinafter also referred to as "ATOSS" or "the company", is a leading provider engaged in the development and sale of software licenses, software maintenance, hardware and consulting services pertaining to the provision of electronic support for all corporate processes involved in the efficient deployment of personnel resources and workforce management at companies and public institutions. Each of the ATOSS product lines consists of integrated software modules which are employed by large numbers of customers.
II. Accounting and valuation methods
1. International Financial Reporting Standards (IFRS)
As in the preceding year, the present consolidated financial statements were prepared for both the parent company and subsidiaries in accordance with the International Financial Reporting Standards (IFRS) as applicable in the EU and with the supplementary provisions of German commercial law applicable pursuant to § 315a, Para. 1 of the German Commercial Code (HGB).
Pursuant to § 315a of the German Commercial Code, consolidated accounts prepared in accordance with the provisions of the Code were dispensed with.
The same accounting and valuation methods were applied as in the preceding year.
In this financial year the group has applied the new and revised IFRS standards and interpretations listed hereinafter. No effects on the net assets, financial position or earnings situation of the company resulted from the application of these standards and interpretations. They did, however, lead to additional information being reported, and in some cases to changes in the balance sheet reporting and valuation methods.
The group applied the following already effective standards for the first time in financial year 2008.
- I. Headquarters and business activities
- II. Accounting and valuation methods
- III. Notes to the balance sheet
- IV. Notes to the income statement
- VI. Notes to the cash flow statement
- V. Segment reporting
- VII. Other information
Notes to the consolidated Financial Statements
| Description | For financial years with effect from |
|---|---|
| IFRS 2 – Group and Treasury Share Transactions | 01.01.2009 |
| Service Concession Arrangements | 01.01.2008 |
| Customer Loyalty Programs | 01.07.2008 |
| IAS 19 – The Limit on a Defined Benefit Asset, Minimum Funding Require ments and their Interaction |
01.01.2008 |
| Standard or interpretation |
Description | For financial years with effect from |
|---|---|---|
| IAS 39 | Amendments to IAS 39 and IFRS 7 – Reclassification of Financial Assets | 01.07.2008 |
| IFRS 7 | Amendments to IAS 39 and IFRS 7 – Reclassification of Financial Assets | 01.07.2008 |
Headquarters and business acti v ities Accounting and valuation methods
«In financial year 2008 ATOSS achieved sales amounting to EUR 26.9 million (previous year: EUR 24.4 million). This growth continues the welcome pattern set in the preceding year which is attributable not least to the advanced Java-based technology embodied in our software.»
In addition the group has applied the following IFRS standards and interpretations ahead of time. The application of these interpretations gave rise to no relevant effects on the group.
The essential effects of these changes are as follows:
The group has decided to apply IFRIC 11 for the first time with effect from January 1, 2007, insofar as it is relevant to the consolidated financial statements. In accordance with this interpretation, agreements under which employees are granted rights to a company's own equity instruments must be reported as share-based payments settled out of equity even if the company purchases the instruments from a third party or if the shareholders provide the necessary equity instruments. These equity instruments have already in the past, as now required by IFRIC 11, been treated as share-based payments pursuant to IFRS 2. Note 17 gives a detailed description of the effects of share-based payments.
IFRIC 12 defines how obligations accepted and rights acquired in connection with service concessions are to be treated in the concession-holder's accounts. The companies included in the consolidated financial statements are not concession-holders within the meaning of IFRIC 12. This interpretation is therefore not relevant to the group.
In accordance with IFRIC 13, credits granted to customers ("awards") must be recognized as a separate component of the sale transaction in connection with which they were granted. Therefore a part of the attributable fair value of the consideration received must be allocated to the award credits granted and carried as a liability. The deferred proceeds are to be recognized as revenue in the period in which the credits granted are either used or expire. Since the group currently has no such customer loyalty programs, this interpretation is not relevant to the group.
IFRIC 14 contains guidelines on how to determine the maximum surplus arising from a defined benefit plan which may in accordance with IAS 19 - Employee Benefits be carried as an asset. However the company's pension plan makes no such provision. For this reason IFRIC 14 does not affect the group's financial reporting.
On October 13 and November 27, 2008 in response to the global financial crisis the IASB adopted amendments to standards IAS 39 and IFRS 7, backdated to July 1, 2008. Among other things, these amendments provide for certain financial instruments held for trading to be reclassified under certain circumstances. The company does not currently regard these amendments as having any relevant effect on its own consolidated financial statements.
The revised standard IAS 23 – Borrowing Costs was published in March 2007 and is applicable for the first time for financial years commencing on or after January 1, 2009. This standard requires borrowing costs attributable to a qualifying asset to be capitalized. A qualifying asset is an asset that takes a substantial period of time to make ready for its intended use or sale. There are no effects on the group deriving from the revision of this standard.
IFRS 2 – Share-based Payment was published in its revised form in January 2008. The revised version includes the addition of two explicit guidelines intended to more clearly emphasize the difference between vesting conditions and other conditions. There are no effects deriving from this revision upon the reporting, valuation or declaration of the group's existing convertible bonds program.
IFRS 8 – Operating Segments was published in November 2006 and is applicable for the first time for financial years commencing on or after January 1, 2009. In accordance with IFRS 8, segment information must be reported in the measure that it is available to the chief operating decision maker. In the assessment of the group the operating segments pursuant to IFRS 8 conform with the business segments identified in accordance with IAS 14. Thus. as in previous years, the company has one single uniform business segment. There are therefore no relevant effects deriving from the application of this standard.
The IASB introduced an annual amendment procedure in 2007 in order to implement necessary but not otherwise urgent amendments to standards at uniform yearly intervals. The first of these "omnibus standards" was published in May 2008 and is applicable to financial years commencing on or after January 1, 2009. Since the annual amendment procedure essentially involves the elimination of inconsistencies and the clarification of wordings that may be misleading, in the opinion of the company application ahead of time will have no significant effects on the way items are reported, valued or declared in the financial statements. The following table lists all of the amended standards that might have an accounting impact:
| Standard or interpretation |
Description | For financial years with effect from |
|---|---|---|
| IAS 23 | Borrowing Costs (revised) | 01.01.2009 |
| IFRS 2 | Share-based Payment (revised) | 01.01.2009 |
| IFRS 8 | Operating Segments | 01.01.2009 |
| Standard or interpretation | Description |
|---|---|
| IAS 1 | Presentation of Financial Statements |
| IAS 16 | Property, Plant and Equipment |
| IAS 19 | Employee Benefits |
| IAS 20 | Accounting for Government Grants and Disclosures of Government Assistance |
| IAS 23 | Borrowing Costs |
| IAS 27 | Consolidated and Separate Financial Statements as per IFRS |
| IAS 28 | Investments in Associates |
| IAS 29 | Financial Reporting in Hyperinflationary Economies |
| IAS 31 | Interests in Joint Ventures |
| IAS 36 | Impairment of Assets |
| IAS 38 | Intangible Assets |
| IAS 39 | Financial Instruments: Recognition and Measurement |
| IAS 40 | Investment Property |
| IAS 41 | Agriculture |
| IFRS 5 | Non-current Assets Held for Sale and Discontinued Operations |
The following standards and IFRIC interpretations, which have been published but have not yet come into force, have not been applied ahead of time by the group. The essential effects resulting from these changes are explained hereinafter.
The revised standard IAS 1 – Presentation of Financial Statements was published in September 2007 and will be applicable for the first time for financial years commencing on or after January 01, 2009. The most important amendment concerns the presentation of income and expenses recognized directly in equity. These items must no longer be broken down in the statement of changes in equity, but must be shown in an independent schedule to be prepared in addition to or together with the traditional income statements. In the financial year under consideration, as in the previous year, the company recognized no income or expenses directly in equity. The company therefore expects that application of this standard will in essence merely lead to changes in the description of individual component parts of the financial statements. With regard to the stipulations concerning the preparation of a third balance sheet in the event of retroactive accounting changes or reclassifications affecting the opening balance sheet, the company at this time perceives no relevant impact on its financial statements.
The revised version of standard IAS 27 – Consolidated and Separate Financial Statements with consequent amendments to IAS 28 – Investments in Associates and IAS 31 – Interests in Joint Ventures was published in January 2008 and is applicable for the first time for financial years commencing on or after January 1, 2009. The amendments essentially concern changes in the level of investments in other companies and loss of control over the latter. The company holds all of the shares in its subsidiaries. However it does not hold any interests in associates or jointly controlled entities. The Company does not therefore perceive any relevance in these changes at this time.
The amendments to IAS 32 and IAS 1 concerning puttable financial instruments and obligations arising on liquidation were published on February 14, 2008 and are applicable for the first time for financial years commencing on or after January 1, 2009. These amendments allow financial instruments previously not so classified to be classed as equity. This for example includes diverse forms of capital investments in open-ended investment funds, closed-ended maturity funds, cooperatives or partnerships. These amendments do not affect the company at this time.
The amendments to IFRS 1 and IAS 27 concerning the cost of investment in subsidiaries, jointly controlled entities and associates were published on May 22, 2008 and are applicable for the first time for financial years commencing on or after January 1, 2009. These amendments concern simplifications in the firsttime adoption of IFRS and the integration of new parent companies, for example as intermediate holding companies, into an existing group structure. The amendments are not relevant to the group at this time.
The revised standard IFRS 3 – Business Combinations was published in January 2008 and is applicable for the first time for financial years commencing on or after July 1, 2009. The amendments essentially concern the first-time reporting of acquisitions. The group of consolidated companies and the level of participation in these group companies remained unchanged in 2007 and 2008 relative to 2006. The company does not therefore at this time expect any effects to result from the first-time application of this standard.
The revised standard IFRS 15 – Agreements for the Construction of Real Estate Combinations was published in July 2008 and is applicable for the first time for financial years commencing on or after January 01, 2009. Since the company has entered into no such agreements at this time, this interpretation currently has no relevance for the group.
Interpretation IFRIC 16 concerns the hedging of currency risks at foreign operations. Since the company currently hedges no currency risks deriving from its foreign interests, this interpretation has no relevance for the group at this time. The company's interests outside of the euro zone are located in Switzerland and Romania. The functional currency for all group companies is the euro.
2. Reporting period
The present consolidated financial statements were prepared to December 31, 2008, for the reporting period from January 1 to December 31, 2008. The financial year for all group companies coincides with the calendar year.
3. Reporting currency
The present consolidated financial statements were prepared in euro. Figures are rounded up to whole euro units.
4. Group of consolidated companies
In the consolidated financial statements for ATOSS Software AG, Munich, all subsidiaries are fully consolidated in accordance with IAS 27.12. Subsidiary companies are fully consolidated from the time of acquisition, that is to say, from the time at which the group acquires control. Companies cease to be consolidated when the parent company no longer has control.
Their annual financial statements have been prepared in accordance with national regulations and reconciled in accordance with IFRS.
| Standard or interpretation |
Description | For financial years with effect from |
|---|---|---|
| IAS 1 | Presentation of Financial Statements (revised) | 01.01.2009 |
| IAS 1 | Amendments to IAS 32 and IAS 1 – Puttable Financial Instruments and Obligations Arising on Liquidation |
01.01.2009 |
| IAS 27 | Amendments to IAS 27, consequent amendments to IAS 28 and IAS 31 | 01.07.2009 |
| IAS 27 | Amendments to IFRS 1 and IAS 27 – Cost of Investment in Subsidiaries, Jointly Controlled Entities and Associates |
01.01.2009 |
| IAS 32 | Amendments to IAS 32 and IAS 1 – Puttable Financial Instruments and Obligations Arising on Liquidation |
01.01.2009 |
| IFRS 1 | Amendments to IFRS 1 and IAS 27 – Cost of Investment in Subsidiaries, Jointly Controlled Entities and Associates |
01.01.2009 |
| IFRS 3 | Business Combinations (revised) | 01.07.2009 |
| IFRIC 15 | Agreements for the Construction of Real Estate | 01.01.2009 |
| IFRIC 16 | Hedges of a Net Investment in a Foreign Operation | 01.01.2009 |
5. Principles of consolidation
In addition to the parent company ATOSS Software AG, Munich, the consolidated annual financial statements also include all subsidiaries.
For consolidation purposes the national financial statements of the subsidiary companies have been adjusted in line with the accounting and valuation methods applied by the parent company. All intercompany transactions as well as receivables, provisions, liabilities and deferrals have been eliminated.
Pursuant to IFRS 3.16-65, the capital consolidation of fully consolidated companies was undertaken in accordance with the acquisition method. The recognized values of assets assigned and debts accepted representing the acquisition cost of the interest in each relevant company were offset pursuant to IAS 27.22 ff. against the equity capital reported by the subsidiary at the time of acquisition. Capital consolidation of the interest in ATOSS CSD Software GmbH, Cham, acquired in the year 2000 continues to be undertaken in accordance with IFRS 1 B1 by the pooling of interests method.
6. Estimates and assumptions made in preparing the consolidated financial statements
Preparing the annual financial statements in compliance with International Financial Reporting Standards (IFRS) necessitates estimates and assumptions which affect the figures shown in the consolidated balance sheet, consolidated income statement and the notes to the consolidated accounts:
Thus for example estimates are made in determining sales revenues for long-term production orders. The amount here is dependent upon the anticipated duration of implementation and the resulting proportionate progress of the project. Sales revenues deriving from production orders in work on the balance sheet closing date amounted in financial year 2008 to EUR 1,163,575 (previous year: EUR 356,118).
In addition when convertible bonds are issued, the likelihood of their being exercised in future is estimated on the basis of anticipated employee fluctuation. Impairments in the value of receivables are likewise calculated by estimating those factors which may influence their sustained value. The book value of receivables on December 31, 2008 amounted to EUR 3,455,286 (previous year: EUR 2,833,419).
Further estimates are made when forming and assessing accruals for risks arising from processes, commissions or other future risks. The book value of accruals amounted on December 31, 2008 to EUR 3,045,828, compared with EUR 3,012,888 on the closing date in 2007.
The anticipated service life of fixed assets is also subject to estimation. The carrying value of fixed
assets (property, plant and equipment and intangible assets) on December 31, 2008 stood at EUR 694,005 (previous year: EUR 679,639).
Actual figures may deviate from estimates made.
7. Currency conversion
Balance sheet items in foreign currency are valued at the exchange rate on the balance sheet closing date; income and expenses are valued at the exchange rate for the transaction. Corresponding foreign currency profits and losses are recognized in the consolidated income statement. Accountable events at subsidiaries are booked in the functional currency at the time of origination.
The functional currency for all group companies is the euro.
8. Financial assets
Financial assets within the meaning of IAS 39 are classified as either financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments, financial assets available for sale or derivatives designed as hedging instruments and effective as such. Financial assets are measured on initial recognition at fair value. In the case of other financial investments as such which are classified as valued at fair value through profit or loss, transaction costs directly attributable to the acquisition of the asset are also taken into consideration.
Financial assets are designated as belonging to one or other of these categories upon first recognition. Reclassifications, insofar as these are permissible and necessary, are made at the end of the financial year.
All regular way purchases and sales of financial assets are recognized for accounting purposes on the trade date, that is to say, on the date on which the group entered into a commitment to buy or sell the asset. Regular way purchases and sales are purchases or sales of financial assets which specify delivery of the assets within a period of time defined by market regulations or conventions.
The category of financial assets at fair value through profit and loss includes financial assets held for trading and financial assets that are designated on initial recognition as ones to be measured at fair value.
Financial assets are classified as held for trading if they are acquired for the purpose of selling in the short term. Profits or losses on financial assets held for trading are recognized in the income statement.
Non-derivative financial assets with fixed or determinable payments and fixed maturity dates are classified as financial assets held to maturity, provided that the group intends and is in a position to hold these to maturity. Subsequent to initial recognition, held-to-maturity investments are valued at amortized cost using the effective interest method. Profits and losses are recognized in the result for the period if the financial investments are written off or impaired, and in the context of amortization.
Loans and receivables are non-derivative financial assets with fixed or determinable payments which are not quoted in an active market. Subsequent to initial recognition, loans and receivables are valued at amortized cost using the effective interest method less any impairments. Profits and losses are
| Company | Share of subscribed capital |
Equity as of Dec. 31, 2008 in EUR |
Result for the year 2008 in EUR |
|---|---|---|---|
| ATOSS CSD Software GmbH, Cham, Germany |
100% | 642,881 | 115,449 |
| ATOSS Software Gesellschaft m.b.H., Vienna, Austria |
100% | 756,265 | 506,649 |
| ATOSS Software AG, Zurich, Switzerland | 100% | 313,094 | 219,571 |
| ATOSS Software S.R.L., Timisoara, Romania |
100% | 74,014 | 28,306 |
recognized in the result for the period if the loans and receivables are written off or impaired, and in the context of amortization.
Financial investments available for sale are non-derivative financial assets that are classified as available for sale and not assigned to one of the three previously named categories. Subsequent to their initial valuation, financial assets available for sale are measured at fair value. Unrealized profits or losses are recognized directly in equity. If such a financial asset is written off or impaired, the cumulative profit or loss previously recognized in equity is recognized in the income statement.
The fair value of financial investments traded on organized markets is determined by the market price (bid price) quoted on the balance sheet closing date. The fair value of financial investments for which no active market exists is determined in application of certain valuation methods. These methods include reference to recent transactions between independent, expert, willing partners, comparison with the current fair value of another, essentially identical financial instrument, an analysis of discounted cash flow, as well as the use of other valuation models.
Held-to-maturity investments and loans and receivables are valued at amortized cost. This is calculated by the effective interest method, less any impairments, and in consideration of discounts and premiums at time of acquisition and includes transaction costs and fees that are an integral part of the effective interest rate.
9. Impairment of financial assets
At every balance sheet closing date the group investigates whether the value of a financial asset or group of financial assets is impaired.
If there are objective grounds to believe that financial assets recognized at amortized cost are impaired, the impairment loss is calculated as the difference between the carrying value of the asset and the cash value of the expected future cash flow (with the exception of expected future loan losses which have yet to occur), discounted at the original effective interest rate for the financial asset, that is to say, the effective interest rate calculated at initial recognition. The carrying value of the asset is reduced with the aid of a value adjustment account. The impairment loss is recognized in profit and loss.
If the level of impairment reduces in subsequent reporting periods and if this reduction can be objectively attributed to a circumstance which has arisen after the impairment was recognized, the value adjustment previously recognized is reversed. The new carrying value of the asset must not however exceed the amortized cost at the time of the write-up. The write-up is recognized in profit and loss.
If in the case of trade receivables there are objective indicators that not all of the amounts due will be received in accordance with the originally agreed terms of invoice (for example in the event of probable insolvency or significant financial difficulties on the part of the debtor), a reduction in value is made with the aid of a value adjustment account. If they are classified as uncollectable, the receivables are written off.
If an asset available for sale suffers an impairment, an amount equal to the difference between the cost of acquisition (less any redemption and amortization) and the current fair value (less any value adjustments previously recognized in profit and loss), is transferred from equity to the income statement. Write-ups on equity instruments classified as available for sale are not recognized in the income statement. Write-ups on debt instruments classified as available for sale are recognized in the income statement if the increase in the fair value of the instrument may objectively be considered to result from an event that has occurred after the value impairment was recognized in profit and loss.
A financial asset (or a part of a financial asset or a part of a group of similar financial assets) is written off if the contractual rights to receive the cash flow from the asset have expired.
10. Inventories
In accordance with IAS 2.9 the company values its inventories at cost or lower net disposal value. Inventories which are interchangeable are valued at cost using the first in first out (FIFO) method.
The net disposal value is the estimated proceeds of a sale in the normal course of business less the estimated costs up to completion and the estimated marketing costs.
Appropriate reductions in value are made to take account of all recognizable risks arising from aboveaverage storage periods or reduced usability.
11. Non-current assets
At every balance sheet closing date the group investigates whether there are grounds to believe that the value of an asset is impaired. If such grounds exist or if an annual review of the sustained value of an asset is required, the group makes an estimate of the amount that may be achieved for the asset in question. The achievable amount is the higher of either the fair value of an asset or cash-generating item less disposal costs or its utility value. The achievable amount must be determined for each individual asset, unless an asset generates no cash flow which is essentially independent of those generated by other assets or groups of assets. If the carrying value of an asset exceeds its achievable value, the asset is impaired and is written down to its achievable value. To determine the utility value, the expected future cash flows are discounted to their cash value at a pre-tax discount rate which reflects current market expectations regarding the interest effect and the risks specific to the asset. An appropriate valuation model is applied to determine the fair value less sales costs. This model is based on valuation multipliers or other available indicators of fair value.
Impairment costs at going-concern business units are recognized in the income statements under cost headings which correspond with the function of the impaired asset.
An investigation is similarly made at every balance sheet closing date to determine whether there are grounds to believe that a previously recognized impairment no longer exists or is reduced. If such grounds exist the group makes an estimate of the achievable amount. A previously recognized impairment will only be reversed if the estimated amount that may be achieved has changed since the last occasion on which an impairment was recognized. Should this be the case, the carrying value of the asset is increased to its achievable value. This amount must not however exceed the carrying value that would apply after scheduled depreciation if no impairment of the asset were to have been recognized in preceding years. A write-up is recognized in the result for the period.
In the financial year under review there were no impairments of non-current assets pursuant to IAS 36.
12. Tangible fixed assets
Tangible fixed assets are valued at cost less cumulative scheduled linear depreciation. Assets are depreciated over periods of between three and five years. Leasehold fixtures are depreciated over the term of the lease or over their estimated service life if this is shorter.
Write-downs on tangible fixed assets are allocated to the relevant expense items in the income statement.
A tangible fixed asset is eliminated either when it is disposed of or when there is no economic benefit to be expected from the continuing use or sale of the asset. The profits or losses resulting from the elimination of the asset are calculated as the difference between the net sale proceeds and the carrying value of the asset and recognized in the income statement in the period in which the asset is eliminated.
Residual values, service lives and methods of depreciation are reviewed at the end of each financial year and adjusted as required.
13. Intangible assets
Intangible assets are valued at cost upon acquisition and assuming a limited service life are subject to linear depreciation over an anticipated useful life of between three and five years. On the qualifying date the company had no intangible assets with an indefinite service life.
Write-downs on intangible assets with limited service life are recognized in the income statement under the expense heading which corresponds with the function of the intangible asset.
Where there are indications that intangible assets with limited service life may be impaired, these assets are reviewed accordingly. The depreciation period and the method by which intangible assets with limited service life are depreciated are as a minimum reviewed at the end of each financial year. Alterations to the method or period of depreciation necessitated by changes in the expected service life or expected consumption of the future economic benefit of the asset are treated as changes in estimates.
Profits or losses resulting from the elimination of intangible assets are calculated as the difference between the net sale proceeds and the carrying value of the asset and recognized in the income statement in the period in which the asset is eliminated.
Residual values, service lives and methods of depreciation are reviewed at the end of each financial year and adjusted as required.
14. Taxes
Actual taxes on income
The actual tax refund claims and tax liabilities for current and previous periods are measured at the amount in which a refund is expected from or payment expected to the tax authorities. This amount is in turn calculated on the basis of the tax rates and tax regulations applying on the balance sheet closing date.
Actual taxes relating to items recognized directly in equity are themselves recognized not in the income statement but in equity also.
Deferred taxes
Tax deferrals are formed in application of the liability method, based on temporary differences existing on the balance sheet closing date between the value at which an asset or liability is reported on the balance sheet and its value for tax purposes.
Deferred tax claims are recognized for all tax-deductible temporary differences, unused tax loss carryforwards and unused tax credits in the amount in which taxable income against which tax-deductible temporary differences and unused tax loss carryforwards and tax credits can be offset is likely to be available.
The carrying value of deferred tax claims is reviewed on each balance sheet closing date and reduced accordingly if it is no longer likely that adequate taxable income will be available against which the deferred tax claim might at least in part be offset. Deferred tax claims not carried on balance sheet are reviewed on each balance sheet closing date and taken on balance sheet in the amount in which it is now likely that future taxable income will allow the deferred tax claim to be realized.
Deferred tax claims and liabilities are calculated at the tax rates likely to apply in the period in which an asset is realized or a liability satisfied. The tax rates (and tax regulations) applying on the balance sheet closing date are taken as a basis. Future changes in tax rates must be taken into account on the balance sheet closing date provided that the necessary material conditions for these changes to become effective are fulfilled in the form of legislation.
Deferred taxes relating to items recognized directly in equity are themselves recognized not in the income statement but in equity also.
Deferred tax claims and deferred tax liabilities are offset against one another provided that the group has an enforceable claim to set off actual tax refund claims against actual tax liabilities and these relate to income taxes on the same taxable entity, levied by the same tax authority.
Turnover tax
Sales revenues, expenses and assets are generally recognized after deduction of turnover tax. Exceptions apply in the following cases:
- If the turnover tax incurred when assets or services are purchased cannot be reclaimed from the tax authority, the tax paid is recognized as a part of the manufacturing cost of the asset or as part of the expense.
- Receivables and liabilities are reported at an amount including the turnover tax.
The amount of turnover tax refunded by or remitted to the tax authority is recognized in the consolidated balance sheet under either receivables or liabilities.
15. Financial liabilities
The value reported for trade accounts payable corresponds to the net book value.
Deferred revenues are carried at attributable fair value and essentially include amounts invoiced and received in advance for maintenance works and long-term orders not implemented until later and therefore pertaining to sales in later periods.
A financial liability is eliminated when the underlying obligation is satisfied, terminated or expired. If an existing financial liability is exchanged for another liability to the same creditor under substantially different terms of contract, or if the conditions pertaining to an existing liability are materially altered, the exchange or alteration is treated as if the original liability were eliminated and a new liability taken up. The difference between the respective book values is recognized in profit and loss.
16. Short-term accruals
An accrual is reported if the group is under a present (statutory or actual) obligation resulting from a past event, if it is likely that resources having an economic value will be expended to satisfy the obligation and a reliable estimate can be made of the extent of the obligation. Insofar as the group expects an accrual carried as a liability to be at least in part reimbursed (as for example under an insurance contract), provided that it is as good as certain that it will be received, the reimbursement is carried as a separate asset. The cost of forming the provision is reported in the income statement after deduction of the reimbursement.
The company anticipates that the remaining time to maturity of short-term provisions will be less than one year.
17. Convertible bonds
Convertible bonds are compound financial instruments which contain both equity (conversion rights) and liability (bond) components.
In the case of all convertible bonds, the bond feature as the liability component is carried at amortized cost using the effective interest method as per IAS 39. The hidden margin arising from the discounted interest payable due to the difference between the nominal value and cash value of the bond is allocated to the capital reserve.
In the case of the equity component, the conversion right, a distinction is made dependent on the date of issue: In the case of convertible bonds issued prior to the publication of the draft version of IFRS 2 on November 7, 2002, the conversion right is recognized in equity. On the other hand, in the case of bonds issued after November 7, 2002, the equity component is valued in accordance with IFRS 2 at attributable fair value. The value of the conversion right is expensed over the expected period of time until the bond is converted into shares and allocated to the capital reserve.
The expense to be recognized is measured in accordance with the Black-Scholes model which was developed to assess the fair value of such options which are subject to no conditions and are fully transferable. Given that the options valuation model is based upon subjective assumptions, real deviations from these assumptions can have a sustained effect on the value of the options. Moreover the company's convertible bonds are subject to further restrictions which are only approximately comparable with traded options, with the result that the valuation model does not necessarily provide a reliable option valuation.
In calculating the attributable fair value using the Black-Scholes model, the company applies the following parameters:
The standard deviation used in calculating the apportionable expense is determined from the daily closing price in the XETRA trading system operated by Deutsche Börse and published by the latter.
Since all convertible bonds were already eligible to be exercised as of December 31, 2007, the company incurred no further expense in financial year 2008. The cost in the amount of EUR 742,53 was recognized in full in the years 2002 to 2007.
18. Pension provisions
A non-forfeitable pension commitment exists in favor of the CEO of ATOSS Software AG, Munich, which is classified as a defined benefits plan. Pursuant to this plan, pension payments will commence when the recipient reaches the age of 65 and will be paid for life. The level of future pension rights will vary during the accrual period to an extent equal to future adjustments in the fixed salary of the CEO. To cover this pension commitment the company has arranged pension liability insurance cover and assigned the entitlements arising there from with the result that since financial year 2005 in accordance with IAS 19.54d the attributable fair value of the assets of the plan deriving from the pension liability insurance policies are netted against the benefit obligation.
The pension commitment is underpinned by an actuarial report prepared on the basis of IAS 19 - Employee Benefits. The figure reported for the accrued and predicted pension obligation corresponds with the actuarially calculated cash value which since 2005 has been reduced by the fair value of the plan assets. The rules governing benefit commitments contained in IAS 19.63 ff. have been taken as a basis.
In accordance with IAS 19.64f, the projected unit credit method is applied. In accordance with this method, the pension units accrued in individual years are regarded as building blocks which collectively form the pension obligation. The cost of the pension is a product of the cost of interest on accrued pension rights already reported at cash value, the current service cost and the expected income from the plan assets. The defined benefit obligation is the dynamic cash value of the pro rata accrued pension units, taking into account the fact that future pension rights have already been proportionately accrued.
For the purpose of measuring actuarial profits and losses the company applies what is termed the corridor method, in accordance with which with effect from the next balance sheet qualifying date actuarial profits and losses must be apportioned over the residual period of service if and when they exceed 10 percent either of the actual cash value or of the fair value of the plan assets. In financial year 2008 actuarial profits in the amount of EUR 12,074 (previous year: EUR 0) were recognized in income.
The pension provision was calculated on the basis of an assumed interest rate of 6.0 percent (previous year 5.5 percent), a salary trend of 2.0 percent (previous year 2.0 percent) and a pension trend of 2.0 percent (previous year 2.0 percent). The biometric tables prepared by Prof. Klaus Heubeck [Richttafeln 2005 G] were applied. It was further assumed that the plan assets would in future attract interest at an annual rate of 4.0 percent (previous year 4.0 percent).
In addition, there are also contributory pension plans for a member of the Board of Management and for employees with 15 or more years service. The company pays contributions for the latter into a private retirement pension scheme in the form of a pension fund for the duration of their employment. These contributions in financial year 2008 amounted to EUR 21,250 (previous year: EUR 13,500).
| Date | Num ber |
Average expected term in months |
Risk-free interest rate |
Standard deviation |
Expected fluctuation 31.12.2007 |
Reduction due to discount ed intrest |
Converti ble bonds returned |
Valuation of amount to be expensed post returns |
|---|---|---|---|---|---|---|---|---|
| August 2003 62.000 | 30 | 3.80% | 80.30% | 0% | -17,295 | 26,000 | 228,630 | |
| Mai 2004 52.000 | 30 | 3.80% | 108.26% | 0% | -9,193 | 10,500 | 291,440 | |
| August 2004 36.000 | 30 | 3.70% | 102.80% | 0% | -298 | 0 | 205,901 | |
| November 2004 | 5.000 | 30 | 3.40% | 97.33% | 0% | 0 | 2,000 | 16,282 |
of the project is in turn measured on the basis of documentation maintained by the project managers and the overall assessment of the management.
Pursuant to IAS 18.14, revenues deriving from other supplies and services are regarded as realized when
- (a) The essential risks and rewards associated with ownership of the goods or products sold have been transferred;
- (b) The company has no further rights to dispose over the supplies and services; (c) The level of revenues can be reliably determined;
(d) It is sufficiently probable that the economic benefits will flow (the receivable will be received), and (e) The costs incurred in association with the sale can be reliably measured.
Interest earnings are recognized when the interest arises.
21. Expenditure on research and development
The company recognizes the costs of researching and developing its software products as an expense in its income statement. The criteria contained in IAS 38.57 which would provide for development costs to be carried as assets are not fulfilled, since the original development of today's products to some extent took place through the medium of customer projects and it is not possible to reliably measure the income achievable in future from the development of individual functions and releases.
22. Borrowing costs
Borrowing costs are recognized as an expense in the period in which they are incurred.
23. Leasing
Whether an arrangement contains a lease is determined on the basis of the economic content of the arrangement at the time the arrangement is entered into and necessitates an estimate of whether fulfillment of the contractual agreement is dependent on the use of a specific asset or assets and whether the agreement affords a right to use the asset.
The company regularly reviews its contractual relationships with suppliers to determine whether pursuant to the provisions of IFRIC 4 - Determining Whether an Arrangement Contains a Lease they should be classified as leases. On December 31, 2008 as in the preceding year there were no contractual arrangements which meet the criteria specified in IFRIC 4.
Lease payments for operating leases are recognized over the relevant periods in linear fashion as expenses in the income statement.
19. Treasury stock
Treasury stock is valued at cost and reported as a separate deduction item under equity. The purchase, sale, issue or withdrawal of treasury stock is not recognized in profit and loss.
20. Recognition of sales revenues and income
The company generates sales revenues by licensing software products to end users and resellers, as well as from maintenance contracts, services and other receivables.
Discounts, rebates and turnover tax are not considered.
Pursuant to IAS 18.14, licensing revenues are regarded as realized when
- (a) The essential risks and rewards associated with the contractual rights to the use of licensed software have been transferred;
- (b) The company has no further rights to dispose over the licensed material;
- (c) The level of revenues can be reliably determined;
(d) It is sufficiently probable that the economic benefits will flow (the receivable will be received), and (e) The costs incurred in association with the sale can be reliably measured.
The company has also entered into reseller agreements in accordance with which resellers are granted discounts on the list prices for license fees. The license fees retained by the company are in principle regarded as having been realized when rights of use to the licensed software have been granted to the reseller's end customer and the essential risks and rewards have thereby been transferred either to the end user or to the reseller.
Consultancy sales are directly associated with services rendered under essentially separate contracts. Pursuant to IAS 18.20, income from the performance of services is realized when
(a) The level of income can be reliably measured;
- (b) It is sufficiently probable that the economic benefit of the transaction will flow to the company (the receivable will be received);
- (c) The degree of completion on the balance sheet qualifying date can be reliably measured, and (d) The costs incurred in performing the service can be reliably measured.
Maintenance sales are accrued over the period during which maintenance works are performed.
Software licenses and maintenance works are generally sold together. Pursuant to IAS 18.13 the sales are realized by the residual value method, since a market value can be assigned to the maintenance sales.
Construction contracts are deemed to exist insofar as the contractual agreements are structured in accordance with the law on contracts for work and services or the orders cannot be fulfilled by ATOSS partners or by services rendered by the customer on own account.
If a customer commissions a long-term construction order, the sales revenues and income are measured by the percentage of completion method, provided that the conditions required by IAS 11.23 are met. Individual sales components are in principle realized in the ratio of the progress of the project services thus far rendered to the anticipated overall volume of services. The progress
III. Notes to the balance sheet
- Cash and cash equivalents
Fixed-term deposits have times to maturity of up to 5 months and are invested at interest rates of between 2.65 percent and 4.00 percent per annum. The other cash sums earn interest at up to 2.66 percent.
As a result on the one hand of the positive operating cash flow amounting to EUR 2,501,331 and the acquisition of property, plant and equipment and intangible assets amounting to EUR 448,001, and on the other to the dividend payment amounting to EUR 1,238,812 and disbursements for the purchase of treasury stock amounting to EUR340.942, holdings of cash and cash equivalents rose from EUR13,467,767 to EUR 14,000,412.
Fixed term deposits and other cash sums are invested with financial institutions with a sound and solvent financial background.
The fair value of cash and cash equivalents stood at EUR 14,000,412 (previous year: EUR 13,467,767).
25. Trade accounts receivable
The reported trade accounts receivable were composed as follows:
As of December 31, 2008 there were receivables amounting to EUR 56,307 (previous year: EUR 0) with due dates which had been extended. These receivables are carried at nominal value.
During the financial year revenues resulting from the collection of previously devalued receivables in the amount of EUR 11,237 (previous year: EUR 41,511) were taken to income. As in the preceding year there were no receivables with a remaining time to maturity of more than one year.
The age structure of overdue and unadjusted receivables on December 31, 2008, was as follows: As of the qualifying date, value adjustments on doubtful trade receivables amounted to EUR 10,597 (previous year: EUR 11,237). These were based on assessments by the Management of the feasibility of collecting the same. Reductions in value are implemented in the amount of the carrying value of the receivable if the due date has been exceeded by more than 120 days and an assessment of the general payment pattern and credit-worthiness of the customer indicates that such action is appropriate. In the event of a customer becoming insolvent, the full value of the receivable is reported as a loss.
As a matter of principle, trade accounts receivable are due for payment within 10 days. For works and services and fixed-price projects, in exceptional cases varying terms of payment may be granted.
The value adjustment account developed as follows:
The Company demands no security from its customers. A description of the risk management system which also covers risks arising from financial instruments can be found in section 5 of the group management report.
| 31.12.2008 EUR |
31.12.2007 EUR |
|
|---|---|---|
| Gross receivables | 3,465,883 | 2,844,656 |
| Less value impairments | -10,597 | -11,237 |
| Net receivables | 3,455,286 | 2,833,419 |
| 31.12.2008 EUR |
31.12.2007 EUR |
|
|---|---|---|
| Neither overdue nor value-adjusted | 2,388,184 | 1,693,654 |
| Up to 30 days overdue | 892,402 | 940,719 |
| 31 to 60 days overdue | 146,223 | 118,867 |
| 61 to 90 days overdue | 15,081 | 3,736 |
| 91 to 120 days overdue | 740 | 61,082 |
| More than 120 days overdue | 23,253 | 26,598 |
| Gross receivables | 3,465,883 | 2,844,656 |
| Value adjustments | -10,597 | -11,237 |
| Net receivables | 3,455,286 | 2,833,419 |
| 2008 EUR |
2007 EUR |
|
|---|---|---|
| Account balance on January 1 | 11,237 | 44,389 |
| Expense allocations | 10,597 | 11,238 |
| Consumed | 0 | -2,879 |
| Liquidated | 11,237 | -41,511 |
| Account balance on December 31 | 10,597 | 11,237 |
| 31.12.2008 EUR |
31.12.2007 EUR |
|
|---|---|---|
| Fixed-term deposits | 5,924,062 | 10,977,026 |
| Other cash sums | 8,076,350 | 2,490,741 |
| Total of cash and cash equivalents | 14,000,412 | 13,467,767 |
26. Inventories
The carrying value of inventories essentially relates to hardware components held in small quantities by the subsidiary ATOSS CSD Software GmbH, Cham. In the reporting period, as in the preceding year, there were no writedowns on the value of inventory assets.
27. Other current assets
Other current assets in the amount of EUR 977,556 (previous year: EUR 340,627) are reported at fair value and essentially include investments in gold in the amount of EUR 287,338 (previous year: EUR 0), deferred items amounting to EUR 140,973 (previous year: EUR 197,068) and deferred interest in the amount of EUR 13,032 (previous year: EUR 81,293) as well as tax refund claims at EUR 485,702 (previous year: EUR 6,516). They do not attract interest.
28. Fixed assets
The fixed assets developed as follows in the financial year under review:
| Acquisition and manufacturing costs | Cumulative depreciation | Net book values | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 01.01.2007 | Additions | Disposals | 31.12.2007 | 01.01.2007 | Additions | Disposals | 31.12.2007 | 31.12.2007 | 31.12.2006 | |
| I. Tangible fixed assets | ||||||||||
| Technical plant | 421,636 | 11,343 | 0 | 432,979 | 359,127 | 23,645 | 0 | 382,772 | 50,207 | 62,509 |
| Office and business equipment | 2,917,222 | 423,331 | 390,713 | 2,949,840 | 2,627,123 | 289,998 | 387,375 | 2,529,746 | 420,094 | 290,099 |
| Vehicle fleet | 69,836 | 74,370 | 69,836 | 74,370 | 49,071 | 21,796 | 55,994 | 14,873 | 59,497 | 20,765 |
| 3,408,694 | 509,044 | 460,549 | 3,457,189 | 3,035,321 | 335,439 | 443,369 | 2,927,391 | 529,798 | 373,373 | |
| II. Immaterielle Vermögenswerte | ||||||||||
| Software | 789,420 | 165,132 | 0 | 954,552 | 664,136 | 140,575 | 0 | 804,711 | 149,841 | 125,284 |
| 789,420 | 165,132 | 0 | 954,552 | 664,136 | 140,575 | 0 | 804,711 | 149,841 | 125,284 | |
| Total | 4,198,114 | 674,176 | 460,549 | 4,411,741 | 3,699,457 | 476,014 | 443,369 | 3,732,102 | 679,639 | 498,657 |
| Acquisition and manufacturing costs | Cumulative depreciation | Net book values | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 01.01.2008 | Additions | Disposals | 31.12.2008 | 01.01.2008 | Additions | Disposals | 31.12.2008 | 31.12.2008 | 31.12.2007 | |
| I. Tangible fixed assets | ||||||||||
| Technical plant | 432,979 | 891 | 0 | 433,870 | 382,772 | 19,552 | 0 | 402,324 | 31,546 | 50,207 |
| Office and business equipment | 2,949,840 | 363,629 | 158,424 | 3,155,045 | 2,529,746 | 260,791 | 156,618 | 2,633,919 | 521,126 | 420,094 |
| Vehicle fleet | 74,370 | 0 | 74,370 | 0 | 14,873 | 14,794 | 29,667 | 0 | 0 | 59,497 |
| 3,457,189 | 364,520 | 232,794 | 3,588,915 | 2,927,391 | 295,137 | 186,285 | 3,036,243 | 552,672 | 529,798 | |
| II. Intangible assets | ||||||||||
| Software | 954,552 | 83,481 | 13,372 | 1,024,661 | 804,711 | 87,718 | 9,100 | 883,328 | 141,333 | 149,841 |
| 954,552 | 83,481 | 13,372 | 1,024,661 | 804,711 | 87,718 | 9,100 | 883,328 | 141,333 | 149,841 | |
| Total | 4,411,741 | 448,001 | 246,166 | 4,613,576 | 3,732,102 | 382,855 | 195,385 | 3,919,570 | 694,005 | 679,639 |
| Net book values | |||||||
|---|---|---|---|---|---|---|---|
| 31.12.2007 | 31.12.2006 | ||||||
| 50,207 | 62,509 | ||||||
| 420,094 | 290,099 | ||||||
| 59,497 | 20,765 | ||||||
| 529,798 | 373,373 | ||||||
| 149,841 | 125,284 | ||||||
| 149,841 | 125,284 | ||||||
| 679,639 | 498,657 | ||||||
| Net book values | |||||||
|---|---|---|---|---|---|---|---|
| 31.12.2008 | 31.12.2007 | ||||||
| 31,546 | 50,207 | ||||||
| 521,126 | 420,094 | ||||||
| 0 | 59,497 | ||||||
| 552,672 | 529,798 | ||||||
| 141,333 | 149,841 | ||||||
| 141,333 | 149,841 | ||||||
| 694,005 | 679,639 |
29. Taxes on income
The tax provisions in each case comprise the taxes on income for the past financial year and also preceding years if appropriate. For an explanation of tax charges and income, please refer to note 51.
The deferred taxes reported in the accounts were composed as follows:
| 31.12.2008 EUR |
31.12.2007 EUR |
|
|---|---|---|
| ATOSS Software Ges.mbH, Vienna | 0 | 2,867 |
| Losses carried forward at foreign companies | 0 | 2,867 |
| Deferred taxes on tax carryforwards reported as assets | 0 | 717 |
| Deferred taxes on valuation differences reported as assets | ||
| - Pension provisions | 305,877 | 294,602 |
| Sub-total | 305,877 | 295,319 |
| Deferred taxes on valuation differences carried as liabilities | ||
| - Long-term construction orders | -225,612 | -102,958 |
| Sub-total | -225,612 | -102,958 |
| Total | 80,265 | 192,361 |
| 31.12.2008 EUR |
31.12.2007 EUR |
|
|---|---|---|
| Tax charge resulting from the accrual of deferred taxes carried as liabilities |
||
| - On long-term construction orders | -222,411 | -307,658 |
| Tax charge resulting from the reversal of deferred taxes carried as assets |
||
| - On tax carry-forwards | -717 | -56,957 |
| - On pension provisions | 0 | -42,995 |
| Tax income resulting from the accrual of deferred taxes carried as assets |
||
| - On pension provisions | 11,275 | -42,995 |
| Tax income resulting from the reversal of deferred taxes carried as liabilities |
||
| - On long-term construction orders | 99,757 | 458,247 |
| Total | -112,096 | 50,637 |
The tax rate applicable to ATOSS Software AG, Munich, is composed as follows:
The tax rates for subsidiary companies amounted in Austria to 25 percent, in Switzerland to 23.8 percent and in Romania to 16 percent. The translation from the expected group tax charge to the actual tax charge as per IAS 12.81 is illustrated as follows:
The effects of the 2008 business tax reform – insofar as these apply to deferred taxes not due to be reversed until financial year 2008 or later – have been recognized in financial year 2007.
The company anticipates that in future financial years the tax rate applicable to the parent company will be 32.98 percent. As a result on the one hand of non-deductible operating expenses and on the other of lower tax rates at group companies and branches, the actual tax charge may be somewhat higher or lower than this figure.
| 2009 | 2008 | 2007 | |
|---|---|---|---|
| Income before taxes | 100,00% | 100,00% | 100,00% |
| Trade tax | -17.15% | -17.15% | -19.68% |
| Profits liable for corporation tax | 80.32% | ||
| Up to 2007: Corporation tax at 25.00 % on taxable profits | -15.00% | -15.00% | -20.08% |
| Solidarity surcharge of 5.50 % on corporation tax | -0.83% | -0.83% | -1.10% |
| Computed proportion of earnings after tax | 67.02% | 67.02% | 59.14% |
| Computed tax rate | 32.98% | 32.98% | 40.86% |
| 31.12.2008 EUR |
31.12.2007 EUR |
|
|---|---|---|
| Pre-tax earnings as per IFRS | 5,115,400 | 4,171,800 |
| Expected tax charge (2008: 32.98%, 2007: 40.86%) | -1,687,059 | -1,704,597 |
| Non-deductible operating expenses | -36,979 | -28,910 |
| Expenses resulting from convertible bonds | 857 | -8,932 |
| Tax income resulting from the liquidation of tax provisions formed in previous years | 1,353 | 22,908 |
| Revaluation of deferred taxes as a result of the 2008 business tax reform | 0 | -40,555 |
| Lower tax rates at group companies | 116,289 | 89,086 |
| Actual group tax charge | -1,605,539 | -1,671,000 |
30. Liabilities
The remaining times to maturity are illustrated individually in the breakdown of liabilities:
Trade accounts payable and other short-term liabilities do not attract interest.
31. Credit lines
Unsecured current account credit lines in the amount of EUR 0.7 million (previous year: EUR 0.7 million) were available with the principal banks of the integrated companies. Borrowings (on current account) in the context of this arrangement attracted interest at up 7.95 percent (previous year 8.10 percent). As the previous year, there were no liabilities to banks.
32. Short-term accruals
The short-term accruals essentially comprised the following amounts:
The provisions for salaries and commissions include claims deriving from variable salary components arising in the reporting period but not disbursed until the following year. The anticipated charges relate to performances received but not yet billed prior to the qualifying date.
| Qualifying date |
Remaining time to maturity up to 1 year |
Remaining time to maturity 1-5 years |
Remaining time to maturity over 5 years |
Total | |
|---|---|---|---|---|---|
| Convertible bonds | 31.12.2008 | 0 | 24,000 | 0 | 24,000 |
| 31.12.2007 | 0 | 35,922 | 0 | 35,922 | |
| Trade accounts payable | 31.12.2008 | 226,430 | 0 | 0 | 226,430 |
| 31.12.2007 | 446,476 | 0 | 0 | 446,476 | |
| Short-term accruals | 31.12.2008 | 3,045,828 | 0 | 0 | 3,045,828 |
| 31.12.2007 | 3,012,888 | 0 | 0 | 3,012,888 | |
| Deferred revenues | 31.12.2008 | 1,485,910 | 0 | 0 | 1,485,910 |
| 31.12.2007 | 1,005,811 | 0 | 0 | 1,005,811 | |
| Tax provisions | 31.12.2008 | 269,421 | 0 | 0 | 269,421 |
| 31.12.2007 | 791,439 | 0 | 0 | 791,439 | |
| Other current liabilities | 31.12.2008 | 520,855 | 0 | 0 | 520,855 |
| 31.12.2007 | 568,385 | 0 | 0 | 568,385 | |
| Total | 31.12.2008 | 5,548,444 | 24,000 | 0 | 5,572,444 |
| 31.12.2007 | 5,824,999 | 35,922 | 0 | 5,860,921 |
| 31.12.2007 EUR |
Drawn down |
Liquidated | Allocated | 31.12.2008 EUR |
|
|---|---|---|---|---|---|
| Provisions for salaries and commissions | 2,146,205 | 1,472,613 | 205,252 | 2,100,605 | 2,568,945 |
| Anticipated charges | 235,309 | 110,678 | 57,306 | 109,990 | 177,315 |
| Other personnel provisions | 334,866 | 303,355 | 31,511 | 0 | 0 |
| Other provisions | 296,508 | 172,333 | 22,594 | 197,987 | 299,568 |
| Total | 3,012,888 | 2,058,979 | 316,663 | 2,408,582 | 3,045,828 |
33. Deferred revenues
Deferred revenues as of December 31, 2008, were composed as follows:
The miscellaneous amounts here stated include sums invoiced in advance for hotline services as well as for software, hardware and services yet to be supplied.
34. Other current liabilities
Other current liabilities essentially include turnover, wage and church tax liabilities and vacation provisions.
35. Convertible bonds
On the basis of the contingent capital created for the purpose and described under section 39, the company has issued convertible bonds under the following programs:
An employee convertible bonds program was initiated in spring 2000 (Convertible bonds program 2000/2010) with the issue of convertible bonds. At the time of the company's flotation and during the year, employees were afforded the opportunity to subscribe for convertible bonds at a nominal cost of EUR 1.00. Conversion prices were determined at the time the bonds were granted. For this purpose the conversion price was defined as the average taken over the last five trading days prior to the bonds being granted. Employees had the option upon expiry of two, three and four years to in each case convert one third of their bond holdings into company shares upon payment of the conversion price. Contingent capital 2000/I in the amount of EUR 280,000 was formed for this purpose.
In financial year 2002 at its General Meeting on May 22 of that year the company approved two convertible bonds programs for Supervisory Board members (Convertible bonds program 2002/2010) and for Board of Management members and employees of the company (Convertible bonds program 2002/2011). For this purpose Contingent capital 2002/II in the amount of EUR 50,000 and Contingent capital 2002/I in the amount of EUR 360,000 were partially drawn down.
Under the convertible bonds program for Supervisory Board members (Convertible bonds program 2002/2010) the members of the Supervisory Board were each granted the right to subscribe for 12,000 convertible bonds at a nominal EUR 1.00 per bond. Conversion prices were determined at the time the offer was made. The offer was made within two weeks following publication of the half-yearly figures for the financial year 2002 and the conversion price corresponds to the average taken over the last five trading days prior to the offer being made. Upon expiry of two and three years, Supervisory Board members had the option to in each case convert one half of their holding into company shares upon payment of the conversion price. The convertible bonds have a term of seven years from date of offer.
Convertible bonds program 2002/2011 for Board of Management members and company employees is subject to the same conditions as the program for Supervisory Board members.
| 31.12.2008 EUR |
31.12.2007 EUR |
|
|---|---|---|
| Amounts invoiced in advance for maintenance works | 360,166 | 270,687 |
| Amounts invoiced in advance for long-term construction orders | 318,610 | 322,284 |
| Others | 807,134 | 412,840 |
| Total | 1,485,910 | 1,005,811 |
In financial year 2004, the company at its General Meeting on April 22 of that year resolved upon a further convertible bonds program for members of the Supervisory Board (Convertible bonds program 2004/2012). The same terms and conditions apply as in the case of the Convertible bonds program 2002/2010. The Convertible bonds program for Board of Management members and company employees (Convertible bonds program 2002/2011) was extended for three years and is now designated as the "Convertible bonds program 2002/2014". To provide an appropriate basis, Contingent capital 2004/I was approved by the General Meeting in the amount of EUR 50,000.
The following table shows the development in convertible bonds in circulation in financial years 2008 and 2007:
Details of convertible bonds outstanding on December 31, 2008 are summarized in the following table:
The obligations existing as a result of convertible bonds are reported in the balance sheet under the heading of convertible bonds. These liabilities have residual times to maturity of between 1.7 and 2.9 years within which they can be converted.
The expense recognized in accordance with IFRS 2 resulting from the valuation of the conversion rights carried by these convertible bonds amounted in financial year 2008 to EUR 0 (previous year: EUR 21,859).
36. Convertible bonds held by board members
On the relevant balance sheet closing date, board members who subscribed for convertible bonds held conversion rights to the following numbers of shares in ATOSS Software AG:
37. Pension provisions
Pension costs were comprised as follows:
The current service cost is reported in the income statement under marketing costs, while the cost of interest is reflected in the net interest.
The actual return on plan assets in 2008 amounted to EUR - 46 (previous year: EUR -3,953). The expected return is to 4 percent. In consideration of the fact that the plan assets are invested in pension liability insurance policies with reputable insurers, the company considers this figure to be reasonable in the long-term.
For the year 2009 the company expects pension expenses to stand at EUR 70,014.
The obligation translates to the balance sheet as follows:
| Convertible bonds | Units numbers | Weighted average exercise price |
|---|---|---|
| Outstanding on 01.01.07 | 85,673 | 4.64 |
| Exercised in 2007 | 44,173 | 4.01 |
| Repaid in 2007 | 3,000 | 6.18 |
| Outstanding on 31.12.07 / 01.01.08 | 38,500 | 5.25 |
| Exercised in 2008 | 14,500 | 4.53 |
| Outstanding on 31.12.08 | 24,000 | 5.68 |
| Exercise price EUR |
Outstanding options |
Contractual validity in years |
Possible rights remaining to be exercised as of 31.12.2008 |
|
|---|---|---|---|---|
| Board members | 6.18 | 5,000 | 2.5 | 5.000 |
| Total held by board members |
5,000 | 5,000 | ||
| Employees | ||||
| 3.52 | 4,000 | 1.7 | 4.000 | |
| 6.18 | 12,000 | 2.5 | 12,000 | |
| 3.97 | 3,000 | 2.9 | 3,000 | |
| Total held by employees | 19,000 | 19,000 | ||
| Total | 24,000 | 24,000 |
| 31.12.2008 unit numbers |
31.12.2007 unit numbers |
|---|---|
| 31.12.2008 unit numbers |
31.12.2007 unit numbers |
|
|---|---|---|
| Christof Leiber | 5,000 | 5,000 |
| Total | 5,000 | 5,000 |
| 31.12.2008 EUR |
31.12.2007 EUR |
|
|---|---|---|
| Current service cost | 66,652 | 85,467 |
| Cost of interest | 79,356 | 72,041 |
| Less anticipated earnings on plan assets | -25,563 | -20,138 |
| Actuarial profits recognized | -12,074 | 0 |
| Pension expenses | 108,371 | 137,370 |
| 31.12.2008 EUR |
31.12.2007 EUR |
31.12.2006 EUR |
31.12.2005 EUR |
|
|---|---|---|---|---|
| Defined benefits obligation | 1,275,692 | 1,442,834 | 1,637,300 | 1,597,600 |
| Attributable fair value of plan assets | -711,781 | -567,755 | -427,656 | -290,006 |
| 563,911 | 875,079 | 1,209,644 | 1,307,594 | |
| Unrecognized actuarial profits and losses | 612,939 | 337,472 | 9,589 | -77,682 |
| Pension provision | 1,176,850 | 1,212,551 | 1,219,233 | 1,229,912 |
The company assigned its claims arising from the pension liability insurance arranged to cover the pension commitment in 2005.
The changes in the cash value of the defined benefits obligations are illustrated as follows:
The changes in the fair value of plan assets are illustrated as follows:
The figures for the current reporting period and the five preceding periods are as follows:
38. Equity
The development in equity is evident from the statement of changes in consolidated equity. The dividend paid in 2008 amounted to EUR 0.31 (previous year: EUR 0.24) per share.
39. Subscribed capital
Issued shares in circulation
The company's capital is divided into 4,025,667 shares, each with a nominal value of EUR 1.00. All shares carry full voting and dividend rights. On average during the year there were 4,025,667 shares in circulation, less the average of 33,562 own shares held in treasury, leaving a total of 3,992,105 shares (previous year 3,975,237 shares).
ATOSS Software AG shares held by board members
On the respective balance sheet closing dates, board members possessed the following holdings of ATOSS Software AG stock:
Authorized capital
By a resolution of the General Meeting on April 22, 2004, entered in the Commercial Register at the Municipal Court of Munich on June 11, 2004, the Board of Management is authorized, with the approval of the Supervisory Board, to increase the share capital of the company on one or more occasions on or before April 22, 2009 (inclusive) by a total of EUR 2,012,833 by issuing 2,012,833 new bearer shares in return for contributions in cash or kind, whereby the right of shareholders to subscribe may be excluded (Authorized capital 2004/I).
Contingent capital
By a resolution of the General Meeting on February 16, 2000, entered in the Commercial Register at the Municipal Court of Munich on March 10, 2000, the share capital was contingently increased by EUR 280,000 (Contingent capital 2000/I). This contingent capital relates to the Convertible bonds program 2000/2010.
Furthermore, by resolutions adopted by the General Meetings on May 22, 2002, April 30, 2003, and April 22, 2004, for the purpose of satisfying the conversion rights held by members of the Board of Management, managers of associated companies and other high-achieving personnel (Convertible bonds program 2002/2011, alternatively 2014) the share capital of the company was contingently increased by EUR 360,000 (Contingent capital 2002/I); also for the purpose of satisfying the conversion rights held by members of the Supervisory Board (Convertible bonds program 2002/2010) the share capital was contingently increased by EUR 50,000 (Contingent capital 2002/II).
Finally, by a resolution adopted by the General Meeting on April 22, 2004, entered in the Commercial Register at the Municipal Court of Munich on June 11, 2004, for the purpose of satisfying the conversion rights held by members of the Supervisory Board (Convertible bonds program 2004/2012) the share capital was contingently increased by EUR 50,000 (Contingent capital 2004/I).
40. Capital reserve
The capital reserve on December 31, 2006 stood at EUR 362,241. In financial year 2007 the sum of EUR 518,611 was withdrawn from the capital reserve as a result of sales of treasury stock. While as a result of convertible bonds issued in previous years, in financial year 2007 the sum of EUR 21,859 was allocated to the capital reserve. As a result the capital reserve on December 31, 2007 stood at EUR - 134,511.
In financial year 2008 the sum of EUR 113,942 was withdrawn from the capital reserve as a result of sales of treasury stock. On December 31, 2008 the capital reserve stood at EUR - 248,453.
| 2008 EUR |
2007 EUR |
|
|---|---|---|
| Defined benefits obligation effective January 1 | 1,442,834 | 1,637,300 |
| Cost of interest | 79,356 | 72,041 |
| Current service cost | 66,652 | 85,467 |
| Actuarial profits | -313,150 | -351,974 |
| Defined benefits obligation effective December 31 | 1,275,692 | 1,442,834 |
| 2008 EUR |
2007 EUR |
|
|---|---|---|
| Attributable fair value of plan assets effective January 1 | 567,755 | 427,656 |
| Anticipated returns | 25,563 | 20,138 |
| Employer's contributions | 144,072 | 144,052 |
| Actuarial profits and losses | -25,609 | -24,091 |
| Attributable fair value of plan assets effective December 31 | 711,781 | 567,755 |
| 31.12.2008 EUR |
31.12.2007 EUR |
31.12.2006 EUR |
31.12.2005 EUR |
31.12.2004 EUR |
|
|---|---|---|---|---|---|
| Defined benefits obligation | 1,275,692 | 1,442,834 | 1,637,300 | 1,597,600 | 1,299,440 |
| Plan assets | -711,781 | -567,755 | -427,656 | -290,006 | 0 |
| Shortfall in cover | 563,911 | 875,079 | 1,209,644 | 1,307,594 | 1,299,440 |
| 31.12.2008 | 31.12.2007 | |
|---|---|---|
| Andreas F.J. Obereder | 1,981,184 | 1,981,184 |
| Peter Kirn | 29,760 | 29,760 |
| Bernhard Dorn (deceased 2008) | 0 | 25,000 |
| Rolf Baron Vielhauer von Hohenhau | 0 | 5,675 |
| Total | 2,010,944 | 2,041,619 |
41. Treasury stock
In December 2000 the company bought back 27,285 shares from a former member of the Board of Management at a price of EUR 10.00 per share. This price was slightly below the then current market price of EUR 11.00.
Following authorization by the General Meeting on May 20, 2001, in financial year 2001 some 21,715 shares were bought back at prices of between EUR 4.50 and EUR 10.00.
Own shares continued to be repurchased in financial year 2002 when 184,760 shares were acquired at a total price of EUR 1,470,244.
In 2003, a further 18,000 shares were purchased at a price of EUR 15.34. Some 23,107 own shares held in treasury were utilized in financial year 2003 in respect of convertible bonds exercised in that year.
In financial year 2004 some 75,718 own shares were utilized in this manner, and in financial year 2005 a further 80,544 own shares held in treasury were used to meet the needs of the convertible bonds program.
In financial year 2007 some 44,173 treasury shares were utilized to service the convertible bonds program.
In financial year 2008 some 14,500 treasury shares were utilized to service the convertible bonds program. Following authorization by the General Meetings on April 26, 2007 and April 29, 2008, in financial year 2008 some 51,513 shares were bought back at prices of between EUR 5.40 and EUR 8.00 per share. As of December 31, 2008, the company held 68,894 own shares in treasury (previous year 31,881) at an average price of EUR 8.17 (previous year EUR 12.75). As a result on the qualifying date there were 3,956,773 shares in circulation (previous year 3,993,786).
IV. Notes to the income statement
42. Sales revenues
The sales revenues were composed as follows:
Included among the sales revenues is an amount of EUR 318,353 (previous year: EUR 20,401) arrived at in application of the percentage of completion method which is reported among trade receivables but not yet invoiced. This revenue figure compares with expenses in the amount of EUR 60,239 (previous year: EUR 14,337) comprising the costs directly and indirectly attributable to the relevant orders as well as costs which in accordance with contract may be billed to the customer. Project progress is calculated on the basis of costs incurred relative to scheduled costs, mirroring the manner in which sales revenues are realized. The profits on projects realized by the percentage of completion method and not yet billed amounted as of December 31, 2008 to EUR 258,114 (previous year: EUR 6,064).
Overall in financial year 2008 the amount of EUR 1,569,309 (previous year: EUR 1,307,186) deriving from production orders was realized as sales revenues.
The company has customers in all branches of industry as well as in the public sector. In financial years 2008 and 2007 no single customer accounted for a proportion of 10 percent or more of total sales.
The geographic breakdown of sales revenues was as follows:
| 2008 EUR |
2007 EUR |
|
|---|---|---|
| Software licenses | 6,064,522 | 5,408,665 |
| Software maintenance | 9,952,673 | 9,239,640 |
| Total software | 16,017,195 | 14,648,305 |
| Consulting | 7,363,070 | 6,206,864 |
| Hardware | 2,768,802 | 2,683,477 |
| Others | 794,189 | 883,270 |
| Total sales revenues | 26,943,256 | 24,421,916 |
| 2008 EUR |
2007 EUR |
|
|---|---|---|
| Germany | 23,933,312 | 22,289,213 |
| Austria | 2,191,103 | 1,624,560 |
| Switzerland | 724,375 | 375,864 |
| German-speaking territories in total | 26,848,790 | 24,289,636 |
| Other countries | 94,466 | 132,279 |
| Total | 26,943,256 | 24,421,916 |
N ote s to the i ncome s tatement
43. Cost of sales
In addition to the material cost of goods bought for resale (hardware and other merchandise), the cost of sales also includes expenditure on external services as well as the personnel costs and overhead incurred in the provision of services by the Professional Services and Consulting departments.
44. Marketing costs
The marketing costs include personnel costs and overheads attributable to marketing as well as advertising costs recognized as an immediate expense.
45. Administration costs
The general and administrative costs were composed as follows:
46. Expenditure on research and development
The expenditure on research and development was composed as follows:
47. Personnel costs
48. Financial investment income and expenditure
The financial investment income essentially comprises interest earned on fixed-term deposits and Federal government securities with short times to maturity.
In 2008 the company recorded financial expenses amounting to EUR545,423 (previous year: EUR53,230). These were essentially expenses incurred in connection with pension provisions in the amount of EUR 79,356 (previous year: EUR 72,041) and losses amounting to EUR 413,915 on an investment in gold (previous year: EUR 0).
49. Other operating income and expenses
The other operating income and expenses essentially included income from the liquidation of reserves.
50. Currency conversion
Currency conversions in financial year 2008 resulted in costs in the amount of EUR 50,079 (previous year EUR 27,622) and earnings amounting to EUR 86,128 (previous year EUR 11,096). These are included among the other operating income and expenses.
| 2008 EUR |
2007 EUR |
|
|---|---|---|
| Material costs (goods for resale) | 2,430,038 | 2,244,984 |
| Material costs (external services) | 234,741 | 304,666 |
| Personnel costs | 4,423,570 | 3,764,266 |
| Scheduled depreciation of property, plant and equipment | 63,957 | 67,742 |
| Scheduled depreciation of intangible assets | 19,250 | 17,882 |
| Overheads | 1,688,902 | 1,482,534 |
| Total | 8,860,458 | 7,882,074 |
| 2008 EUR |
2007 EUR |
|
|---|---|---|
| Marketing personnel costs | 3,657,787 | 3,461,803 |
| Scheduled depreciation of property, plant and equipment | 94,555 | 103,507 |
| Scheduled depreciation of intangible assets | 13,541 | 63,931 |
| Marketing overheads | 1,134,213 | 1,433,044 |
| Advertising costs | 673,278 | 689,742 |
| Total marketing costs | 5,573,374 | 5,752,027 |
| 2008 EUR |
2007 EUR |
|
|---|---|---|
| Personnel costs | 1,821,592 | 1,761,735 |
| Scheduled depreciation of property, plant and equipment | 26,945 | 43,991 |
| Scheduled depreciation of intangible assets | 24,640 | 37,136 |
| Overheads | 776,409 | 700,383 |
| Total of general and administrative costs | 2,649,586 | 2,543,245 |
| 2008 EUR |
2007 EUR |
|
|---|---|---|
| Research and development personnel costs | 3,937,708 | 3,592,720 |
| Scheduled depreciation of property, plant and equipment | 109,680 | 120,200 |
| Scheduled depreciation of intangible assets | 30,287 | 21,625 |
| Research and development overheads | 1,051,705 | 897,573 |
| Total of research and development costs | 5,129,380 | 4,632,118 |
| 2008 EUR |
2007 EUR |
|
|---|---|---|
| Wages and salaries | 11,733,290 | 10,582,289 |
| Social security contributions and expenditure on retirement pensions and welfare | 2,107,367 | 1,976,375 |
| of which pension costs EUR 162,383 (previous year EUR 188,366) | ||
| Costs of convertible bonds | 0 | 21,859 |
| Total | 13,840,657 | 12,580,523 |
N ote s to the i ncome s tatement
51. Tax charge / tax income
52. Earnings per share
The figure for earnings per share is arrived at in accordance with IAS 33 by dividing the result for the year by the weighted average number of shares issued. To calculate diluted earnings per share, the average number of shares is increased with the inclusion of potential shares that may be issued as a result of convertible bonds, and the underlying net income for the year is increased by the net interest cost of the convertible bonds.
V. Segment reporting
The company has only one uniform business segment within the meaning of IFRS 8 which comprises the creation, sale and implementation of software solutions directed towards the efficient deployment of personnel and which corresponds with the business segment identified in previous years in accordance with IAS 14. In accordance with the company's strategy as a provider of end-to-end solutions to issues of working time management and personnel resource planning, these software solutions comprising software licenses, maintenance services, consulting services and the supply of hardware for time recording and access control purposes (merchandise for resale) are offered to customers as integrated packages and exhibit a comparable risk structure. These software solutions are employed both by small and medium-sized customers comprising the SME market and by highend small businesses and major customers who comprise the premium market. The choice of software solution is essentially dependent on the specific technical and functional requirements of the individual customer. The company's endeavors in addressing the SME and premium markets differ only in terms of the marketing approach.
The following tables illustrate the company's sales revenues broken down by software solutions and the relevant contributions to operating profits. These ratios are of key importance for the management of group.
The individual software solutions comprise:
• ATOSS Staff Efficiency Suite (ASES) and ATOSS Startup Edition (ASE): ASES and ASE are working time management and personnel resource planning solutions for customers of all sizes in all industries. Alongside these software solutions, other services are generally also provided to implement the solutions at the customer's place of business and train the customer's employees. In addition consulting services are rendered with the object of making meaningful use of the available scope and developing optimum solutions for the efficient deployment of personnel under specific operating conditions and in consideration of works agreements and industry-wide pay deals. The company also sells hardware components for time recording and access control purposes.
ASES/ASE software is used in conjunction with all major standard system platforms and databases. Moreover thanks to the extensive facility to define customer-specific parameters these solutions are capable of satisfying even the most sophisticated requirements of customers irrespective of size and sector.
• ATOSS Time Control (ATC): ATC offers a software solution to working time management and personnel resource planning for small and medium-sized customers as well as large but decentrally organized clients. Likewise in conjunction with ATC, ATOSS offers software implementation and training services as well as consulting services to optimize efficient personnel deployment. Merchandise including hardware and recording media is also available. ATC software is installed on the Microsoft Windows system platform in association with standard SQL databases and is particularly user-friendly and convenient for small to medium-sized customers as well as large decentralized organizations.
| 2008 EUR |
2007 EUR |
|
|---|---|---|
| Net income for the year | 3,509,861 | 2,500,800 |
| Weighted average number of shares outstanding | 3,992,105 | 3,975,237 |
| Earnings per share | 0.88 | 0.63 |
| Effect of the interest cost of convertible bonds on results | 564 | 1,406 |
| Net income for the year after adjustment for dilution effects | 3,510,425 | 2,502,206 |
| Dilution effect of convertible bonds | 28,224 | 70,197 |
| Weighted average number of shares outstanding assuming dilution | 4,020,329 | 4,045,434 |
| Earnings per share (diluted) | 0.87 | 0.62 |
| 2008 EUR |
2007 EUR |
|
|---|---|---|
| Current tax charge | 1,494,796 | 1,744,545 |
| Deferred taxes | 112,096 | -50,637 |
| Tax income resulting from the liquidation of provisions formed for previous years | -1,353 | -22,908 |
| Tax expenses | 1,605,539 | 1,671,000 |
The sales revenues were composed as follows:
Earnings before interest and taxes (EBIT) were composed as follows:
The result recorded for ATC was lower than in the previous year. This was attributable to higher cost allocations in this area in 2008 relative to those allocated in 2007. Had similar cost allocation structures applied in 2007, the operating result (EBIT) for this product in 2007 would have amounted to EUR 291,830. Similarly, EBIT for the ASES/ASE product area in 2007 would have been EUR 3,438,043.
The geographic breakdown of group revenues is listed in section 42. The non-current assets are essentially held in Germany. In financial years 2008 and 2007 no single customer accounted for a proportion of 10 percent or more of total sales.
VI. Notes to the cash flow statement
53. Cash flow from business operations
The cash flow from operating activities for the period from January 01 to December 31, 2008 amounted to EUR 2,501,331 (previous year: EUR 4,152,049) and was thus EUR 1,650,718 lower than in the year before.
Positive factors contributing to the cash flow from operations included the profits in financial year 2008 which were higher than the year before, the change in deferred taxes and deferred revenues and the non-cash depreciation. Negative effects came from the reduction in tax provisions and trade accounts payable and the increase in trade receivables and other current assets. Despite the increase in receivables, the average time to receipt of 39 days (previous year: 36 days) may be regarded as low.
Since the company does not finance its investments by borrowing, interest income and expenses are allocated in full to the cash flow from business operations.
Similarly, operating taxes also impact in full on the cash flow from operations.
54. Cash flow from investment activities
The cash flow from investment activities for the period from January 1 to December 31, 2008 amounted to EUR -448,001 (previous year EUR -649,791) and was thus EUR 201,790 higher than in the year before. This cash flow relates entirely to investment disbursements.
55. Cash flow from financing activities
The cash flow from financing activities for the period from January 01 to December 31, 2008 amounted to EUR -1,520,685 (previous year EUR -818,814) and was thus EUR 701,871 lower than in the year before. In 2008 this figure was comprised of the dividend payment amounting to EUR 0.31 per share (previous year: EUR 0.24), disbursements amounting to EUR 340,942 (previous year: EUR 0) for the purchase of treasury shares and payments received for the sale of treasury shares amounting to EUR 59,069 (previous year: EUR 134,534).
| 2008 EUR |
2007 EUR |
|
|---|---|---|
| ATOSS Staff Efficiency Suite (ASES) and ATOSS Startup Edition (ASE) | 24,580,798 | 22,582,950 |
| ATOSS Time Control | 2,362,458 | 1,838,966 |
| Total | 26,943,256 | 24,421,916 |
N ote s to the ca sh flow s tatement
| 2008 EUR |
2007 EUR |
|
|---|---|---|
| ATOSS Staff Efficiency Suite (ASES) and ATOSS Startup Edition (ASE) | 4,723,645 | 3,299,875 |
| ATOSS Time Control | 322,079 | 429,998 |
| Operating profit | 5,045,733 | 3,729,873 |
VII. Other information
56. Supervisory Board
The members of the Supervisory Board are:
Peter Kirn Chairman, corporate consultant, Böblingen Fritz Fleischmann Deputy Chairman, managing director, Grünwald Rolf Baron Vielhauer von Hohenhau President of the Bund der Steuerzahler in Bayern e.V., Munich.
On December 31, 2008, the members of the Supervisory Board held other supervisory board positions with the following companies:
In addition, Mr. Kirn is also a member of the Advisory Board of timetoact GmbH, Cologne; Baron Vielhauer von Hohenhau is a member of the Administrative Board of Stadtsparkasse Augsburg.
Mr. Bernhard Dorn, Deputy Chairman of the Supervisory Board, passed away on February 10, 2008. By a resolution adopted by the Municipal Court of Munich, Mr. Winfried Wolf of St. Gallen was appointed as a member of the Supervisory Board on February 18, 2008. At the General Meeting held on April 29, 2008, Mr. Peter Kirn, Rolf Baron Vielhauer von Hohenhau and Mr. Fritz Fleischmann were appointed to form the new Supervisory Board. At the constituent meeting of the Supervisory Board that followed the General Meeting, Mr. Peter Kirn was elected as Chairman of the Supervisory Board and Mr. Fritz Fleischmann was chosen as his Deputy.
Baron Vielhauer von Hohenhau stepped down from his supervisory board post at ce Global Sourcing AG (formerly ce Consumer Electronic AG), Munich, in financial year 2008.
The remuneration paid to Supervisory Board members was composed as follows:
In financial year 2008, as in the preceding year, there were no payments made for consultancy work beyond the scope of Supervisory Board activities.
57. Management Board
The members of the Board of Management are:
| Andreas F.J. Obereder | Chief Executive Officer, businessman, Grünwald |
|---|---|
| Christof Leiber | Member of the Board of Management, lawyer, Munich |
The remuneration paid to the Board of Management in the financial year was composed as follows:
| Peter Kirn | businessMart AG, Stuttgart | |
|---|---|---|
| Integrata AG (formerly: UNILOG Integrata Training AG), Stuttgart | ||
| Fritz Fleischmann | itelligence AG, Bielefeld |
| Peter Kirn | 2008 EUR |
2007 EUR |
|---|---|---|
| Remuneration pursuant to the Articles of Association | 20,000 | 20,000 |
| Attendance allowances | 7,500 | 7,500 |
| Total | 27,500 | 27,500 |
| Fritz Fleischmann | 2008 EUR |
2007 EUR |
| Remuneration pursuant to the Articles of Association | 15,000 | 0 |
| Attendance allowances | 6,000 | 0 |
| Total | 21,000 | 0 |
Rolf Baron Vielhauer von Hohenhau 2008
| EUR | 2007 EUR |
|---|---|
| EUR | 2007 EUR |
| EUR | 2007 EUR |
| Remuneration pursuant to the Articles of Association | 10,000 | 10,000 |
|---|---|---|
| Attendance allowances | 3,750 | 3,750 |
| Total | 13,750 | 13,750 |
| Winfried Wolf | 2008 EUR |
2007 EUR |
| Remuneration pursuant to the Articles of Association | 5,000 | 0 |
| Attendance allowances | 1,500 | 0 |
| Total | 6,500 | 0 |
| Bernhard Dorn | 2008 EUR |
2007 EUR |
| Remuneration pursuant to the Articles of Association | 5,000 | 20,000 |
| Attendance allowances | 0 | 7,500 |
| Total | 5,000 | 27,500 |
| Andreas F.J. Obereder | 2008 EUR |
2007 EUR |
|---|---|---|
| Non-performance-related remuneration | ||
| Salary | 290,000 | 290,000 |
| Miscellaneous | 98,418 | 95,775 |
| Performance-related remuneration | ||
| Profit-share payment | 118,012 | 114,326 |
| Total remuneration | 506,430 | 500,101 |
Other i nformat io n
The profit-share payments shown here relate to entitlements deriving from the achievement of targets in the respective financial year. Given that these entitlements are confirmed only after the financial year has ended, actual payments may deviate. The miscellaneous amounts include insurance premiums paid by the company and the benefit in money's worth of other ancillary items such as the provision of company cars.
As of December 31, 2008 there were deferred liabilities to members of the Board of Management amounting to EUR 177,883 in respect of variable remuneration elements not yet paid (previous year: EUR 160,068).
58. Business transactions with closely related persons
A business relationship exists with the wife of the Chief Executive Officer, from whom the company rents business premises in Meerbusch. These premises comprise 1,176 square meters of office space which are rented at a cost of EUR 228,804 per annum (previous year EUR 228,804) including ancillary costs. The company is satisfied that these are standard market terms.
Moreover the wife of the Chief Executive Officer provides services to the company. In 2008 the value of services provided amounted to EUR 9,308 (previous year EUR 14,974). These are standard market terms.
In the 2008 reporting period, as in the preceding year, no further transactions took place with members of the Board of Management, Supervisory Board or other affiliated persons other than those specified in section 56 (Supervisory Board), section 36 (Convertible bonds held by board members) or section 37 (Pension provisions).
59. Employees
As of December 31, 2008 the company employed 226 persons (previous year 195). The average for the year was 214 (previous year 189); excluding the Board of Management, trainees and interns, the average number of employees was 200 (previous year 172).
The quarterly average number of employees was as follows:
60. Auditors' fees
The following fees paid to Ernst & Young AG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft Stuttgart, Munich branch, and associated companies for auditing, verification and valuation services and tax consultancy were recognized as expenses:
No further payments were made to the auditors. In April 2008 the company received an auditors' independence declaration from Ernst & Young AG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft Stuttgart, Munich branch.
61. Financial obligations
The financial obligations relate to rental and leasing contracts.
The company leases its vehicle fleet as well as servers from various leasing companies. The arrangements are classified as operating leases since essentially all risks and rewards associated with ownership remain with the lessor. In individual cases expiring leases may be extended. No provision is made for an option to buy at the end of the term. Pursuant to IAS 17.33 the lease payments are recognized over the relevant periods in linear fashion as expenses in the income statement. The lease contracts have an average term of between three and five years.
The company's office premises are rented. The lease and rental contracts include no purchase options or price adjustment clauses.
| Christof Leiber | 2008 EUR |
2007 EUR |
|---|---|---|
| Non-performance-related remuneration | ||
| Salary | 150,000 | 141,250 |
| Miscellaneous | 42,978 | 37,546 |
| Performance-related remuneration | ||
| Profit-share payment | 134,871 | 116,367 |
| Total remuneration | 327,849 | 295,163 |
| 2008 | 2007 | |
|---|---|---|
| Sales and marketing | 39 | 37 |
| Consulting | 62 | 56 |
| Development | 78 | 63 |
| Administration | 35 | 33 |
| Total | 214 | 189 |
| Of which trainees | 6 | 7 |
| Of which temporary staff and interns | 6 | 8 |
| Of which Board of Management members | 2 | 2 |
| EUR | EUR | |
|---|---|---|
| Audit of the annual financial statements | 62,000 | 53,500 |
| Of which for the individual financial statements EUR 31,000 (previous year: EUR 26,750) |
||
| Of which for the consolidated financial statements EUR 31,000 (previous year: EUR 26,750) |
| 2008 EUR |
2007 EUR |
|
|---|---|---|
| Audit of the annual financial statements | 62,000 | 53,500 |
| Of which for the individual financial statements EUR 31,000 (previous year: EUR 26,750) |
||
| Of which for the consolidated financial statements EUR 31,000 (previous year: EUR 26,750) |
||
| Other verification and valuation services | 0 | 6,000 |
| Total of fees | 62,000 | 59,500 |
Other i nformat io n
The financial obligations in respect of rents and lease payments for the coming financial years are composed as follows:
The overall costs of all rental and lease agreements in financial year 2008 amounted to EUR 1,309,087 (previous year: EUR 1,157,837).
62. Objectives and methods of managing financial risk
The company regards equity as an essential management parameter in guarding against economic, sector- and company-specific risks. Therefore the company's financial strategy is directed towards maintaining a level of equity commensurate with such risks.
The group manages its capital structure and makes adjustments in consideration of changes in the economic climate. In order to maintain or modify its capital structure, the group can adjust its dividend payments to shareholders, or make a repayment of capital to the shareholders, or issue new shares. As of December 31, 2008 no changes had been made in the group's objectives, policies or procedures; nor had such changes been made as of December 31, 2007. Further information on how the capital structure of the group is managed is contained in the Management Report.
The principle financial liabilities of which the group avails itself are trade accounts payable. The main purpose of these financial liabilities is to finance the business activities of the group. The group has various financial assets at its disposal including for example trade accounts receivable and cash and cash equivalents which derive directly from its business activities.
The group disposes over no derivative financial instruments. In accordance with internal policy, the group did not engage in any trading in derivatives in financial years 2008 or 2007, nor will it do so in future.
The essential risks to the group arising from financial instruments comprise liquidity and credit risks.
To manage these credit risks the group enters into transactions exclusively with creditworthy third parties. All customers with whom the group wishes to enter into credit-based transactions are subjected to credit checks. In addition the trade accounts receivable are permanently monitored with the result that the group is not exposed to any significant risk of default. The maximum default risk is limited to the book value detailed in Note 25. In the case of the group's other financial assets such as cash and cash equivalents, the maximum credit risk in the event of a counterparty default equates to the book value of these instruments.
Moreover the group also permanently monitors the risk of a liquidity squeeze.
The strategies and procedures adopted by company management for the purpose of managing risks of varying types are described in the Management Report.
63. Events after the balance sheet closing date
After the balance sheet closing date between January 7 and January 22, 2009 the company purchased 4,205 own shares at a cost of EUR 30,415. There have been no further reportable events of particular import subsequent to the closing date.
64. German Corporate Governance Code
The Board of Management and Supervisory Board issued a declaration of conformity with the German Corporate Governance Code as required by § 161 of the German Stock Corporation Act on December 3, 2008. The full text of the declaration is available on the Internet at http://www.atoss.com/NR/ rdonlyres/3F7A93B3-1AD5-430F-B4D2-941E73771790/0/ATOSS_Entsprechenserklaerung_pdf_2008. pdf. The Management and Supervisory Boards each year study and form an opinion on the recommendations of the German Corporate Governance Code and report their findings in the Annual Report.
65. Notifiable participating interests
In financial year 2008 the company received no notifications regarding changes in participating interests pursuant to §§ 21 ff. of the German Securities Trading Act.
66. Approval of the consolidated financial statements
The present annual financial statements were approved on January 30, 2009, by the Board of Management and submitted to the Supervisory Board which may make alterations to the said statements up to and including the time of the Supervisory Board meeting to adopt the accounts on February 26, 2009.
The Board of Management is satisfied that all of the information given conveys an impression of the economic situation of the company, its net assets, financial position and earnings situation and its cash flow which accords with the true circumstances.
67. Appropriation of net income
The Board of Management and Supervisory Board propose that the surplus net income from the past financial year in the amount of EUR 5,092,543 should be used to pay a dividend of EUR 0.44 per dividendbearing share. On the basis of information currently available the company anticipates that the dividend will be subject to withholding tax at 25 percent plus a solidarity surcharge due thereon of 5.5 percent. Taxes in the amount of EUR 0.11 per share would thus be withheld by the Company.
The remainder of the net income will be carried forward to new account.
Munich, January 29, 2009
Andreas F.J. Obereder Christof Leiber
| Rents | Other rents and lease payments | |
|---|---|---|
| 2009 | 657,692 | 474,002 |
| 2010 to 2012 | 175,064 | 445,004 |
| post 2012 | 0 | 0 |
Other i nformat io n
We hereby give an assurance to the best of our knowledge and belief that in accordance with the applicable reporting standards the consolidated annual financial statements and consolidated management report for ATOSS Software AG and the annual financial statements and management report for ATOSS Software AG, Munich, each convey an impression of the net assets, financial position and earnings situation of the Group and of ATOSS Software AG which accords with the true facts; and that the development in business including the results and the situation of the Group and of the company are so described in the consolidated management report and in the management report for ATOSS Software AG, Munich, as to convey an impression which likewise accords with the true facts; and that the essential opportunities and risks associated with the anticipated development of the Group and of ATOSS Software AG are so described.
Munich, January 29, 2009
Andreas F.J. Obereder Christof Leiber
We have audited the consolidated financial statements prepared by ATOSS Software AG, Munich, comprising the balance sheet, the income statement, the cash flow statement, the statement of changes in equity, the notes to the consolidated financial statements, together with the group management report for the fiscal year from January 1 to December 31, 2008. The preparation of the consolidated financial statements and the group management report in accordance with IFRSs as adopted by the EU, and the additional requirements of German commercial law pursuant to Sec. 315a (1) HGB ["Handelsgesetzbuch": "German Commercial Code"] are the responsibility of the parent company's management. Our responsibility is to express an opinion on the consolidated financial statements and on the group management report based on our audit.
We conducted our audit of the consolidated financial statements in accordance with Sec. 317 HGB and German generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer [Institute of Public Auditors in Germany] (IDW). Those standards require that we plan and perform the audit such that misstatements materially affecting the presentation of the net assets, financial position and results of operations in the consolidated financial statements in accordance with the applicable financial reporting framework and in the group management report are detected with reasonable assurance. Knowledge of the business activities and the economic and legal environment of the Group and expectations as to possible misstatements are taken into account in the determination of audit procedures. The effectiveness of the accounting-related internal control system and the evidence supporting the disclosures in the consolidated financial statements and the group management report are examined primarily on a test basis within the framework of the audit. The audit includes assessing the annual financial statements of those entities included in consolidation, the determination of entities to be included in consolidation, the accounting and consolidation principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements and the group management report. We believe that our audit provides a reasonable 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 IFRSs as adopted by the EU, the additional requirements of German commercial law pursuant to Sec. 315a (1) HGB and give a true and fair view of the net assets, financial position and results of operations of the Group in accordance with these requirements. The group management report is consistent with the consolidated financial statements and as a whole provides a suitable view of the Group's position and suitably presents the opportunities and risks of future development.
Munich, January 30, 2009
Ernst & Young AG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft
Müller Marxer Wirtschaftsprüfer Wirtschaftsprüfer [German Public Auditor] [German Public Auditor]
AUDIT OPINION
DECLAR ATION BY THE LEGAL REPRESENTATIVES
Corporate Calender
- April 30, 2009 Annual General Meeting, City Hilton, Rosenheimerstr. 15, Munich
| March 12, 2009 | Publication Annual Financial Statements |
|---|---|
| March 12, 2009 | Annual Press Briefing |
| April 23, 2009 | Press Release three months' statement |
| May 15, 2009 | Publication three months' statement |
| July 23, 2009 | Press Release six months' statement |
| August 14, 2009 | Publication six months' statement |
| October 22, 2009 | Press Release nine months' statement |
| November 13, 2009 | Publication nine months' statement |
COMPANY HEADQUARTERS
ATOSS Software AG Am Moosfeld 3 D-81829 Munich Fon + 49. 89. 4 27 71 - 0 Fax + 49. 89. 4 27 71 - 100 www.atoss.com
REPRESENTATIONS
Düsseldorf
Robert-Bosch-Straße 14 D-40668 Meerbusch Fon + 49. 21 50. 9 65 - 0
Frankfurt
Building Sigma Lyoner Straße 20 D-60528 Frankfurt/Main Fon + 49. 69. 66 05 99-0
Hamburg
Osterbekstraße 90a D-22083 Hamburg Fon + 49. 40. 27 81 63 - 0
Stuttgart
Zettachring 10a D-70567 Stuttgart Fon + 49. 711. 7 28 73 20 - 0
Atoss loCAtIons
AFFILIATED COMPANIES
Germany ATOSS CSD Software GmbH Rodinger Straße 19 D-93413 Cham Fon +49. 99 71. 85 18-0
Austria
ATOSS Software Ges.mbH Landstraßer Hauptstraße 71/2 A-1030 Vienna Fon + 43. 1. 7 17 28-334
Switzerland ATOSS Software AG Leutschenbachstrasse 95 CH-8050 Zurich
Fon + 41. 44. 308 39-56
Romania
ATOSS Software SRL Str. Diaconu Coresi nr. 31 RO-300588 Timisoara Fon +40. 356. 71 01 82
RESPONSIBLE
ATOSS Software AG Am Moosfeld 3 D-81829 Munich Fon + 49. 89. 4 27 71 - 0 Fax + 49. 89. 4 27 71 - 100 www.atoss.com
CONTACT INVESTOR RELATIONS
ATOSS Software AG Investor Relations Christof Leiber Fon + 49. 89. 4 27 71 - 265 Fax + 49. 89. 4 27 71 - 100 [email protected]
IMpRInt
PHOTOGRAPHY
ATOSS Software AG Customers of ATOSS Software AG Deutsche Bahn AG, Stefan Warter (page 29/30) Michael Steiner (page 24/25)
DESIGN designfactory-munich.de Michael Steiner
«Our products and technologies generate high efficiency gains for our customers within comparatively short periods of time. Satisfied reference customers enjoying long term success are the best proof thereof. On the financial side, all relevant parameters reflect exceptional soundness in connection with consistent growth. Especially in the current economic environment, this combination represents a convincing offering, the sum of which results in considerable gains in revenues, profit and orders on the books. With a look to the 2009 financial year, we assume a continuation of revenues and profit on the record level of the year 2008.» Q4/08 Q3/08 Q2/08 Q1/08 Q4/07 Software 4,178 4,126 3,996 3,717 3,900 Software licences 1,642 1,603 1,513 1,307 1,419 Software maintenance 2,536 2,523 2,484 2,410 2,481 Consulting 1,839 1,860 1,894 1,770 1,740 Hardware 689 540 814 725 678 Other 170 222 216 186 352 Total Sales 6,876 6,748 6,921 6,399 6,670 EBITDA 1,203 1,310 1,521 1,395 1,050 EBIT 1,097 1,214 1,429 1,306 941 EBIT-margin in % 16% 18% 21% 20% 14%
Christof Leiber Net Income 831 948 1,046 685 693
Member of the Board of Management ATOSS Software AG Cash Flow -1,055 3,034 -2,513 3,035 -1,325 Liquidity (1/2) 14,000 15,425 12,472 16,375 13,468
®
ATOSS Software AG
Am Moosfeld 3 D-81829 Munich Fon + 49. 89. 4 27 71 - 0 Fax + 49. 89. 4 27 71 - 100
[email protected] www.atoss.com