ATOSS Software AG — Interim / Quarterly Report 2009

Aug 14, 2009

Half-Yearly Report 2009 Quarterly Report Q2.2009

«What companies are looking for today are ways and means of achieving further cost optimizations, while realizing rapid return on investment at the same time. As one of the workforce management pioneers, ATOSS is ideally positioned. In our projects we generate personnel cost savings in the double-digit range, without customers compromising on their desired service quality levels.»

Dear Shareholders, Ladies and Gentlemen,

In the first half of 2009, ATOSS Software AG has continued the record performance seen in the past three years. Sales and results have once again been increased, and an even stronger order book allows us to predict the outcome of the current financial year with security.

In an economic environment overshadowed by a recession, we are delighted to be able to report sustained high interest in our solutions and services. ATOSS has acquired many attractive customers in the first half-year.

By successfully attracting new clients and winning further orders from existing customers we have continued to expand our position in the SME sector and to add to our market share. The strategic competitive advantages to be gained from the deployment of workforce management solutions are not restricted to large, generally internationally oriented companies. Specifically small and medium enterprises are able to substantially strengthen their position when competing with large groups and low wage countries. By introducing a demand-oriented scheduling system to make optimum use of their existing human resources, they can significantly reduce their labor costs. In times of widely fluctuating order levels and the ensuing variations in capacity utilization, workforce management is a matter of special importance.

Strong development in software licenses and consulting

In the first half-year, ATOSS recorded overall sales revenues up 6 percent at EUR 14.2 million. Growth in software licenses and consulting was particularly strong, while the consistent positive development in software maintenance was maintained. Once again our stable business model and our continuing high levels of investment in research and development (R&D) have proven to be both correct and successful. The R&D ratio remained unchanged at 19 percent of sales, representing an investment of EUR 2.7 million in the ongoing development of our products in the first halfyear.

We have seen substantial growth in orders received and on hand. Due to the gratifyingly high level of demand, orders received for software licenses were 48 percent higher at EUR 4.2 million. Consequently as of June 30, orders on hand were up by 80 percent over the year before at EUR 3.6 million.

Further increases in profits, cash flow and liquidity

As a result of the positive development in sales, all of our key figures were improved. Operating profits (EBIT) were up 7 percent over the year before at EUR 2.9 million, with a margin on sales of 21 percent. There were even more substantial increases in pre-tax earnings (EBT) which were up 20 percent at EUR 3.1 million, and earnings per share which climbed 21 percent to EUR 0.52. Operating cash flow rose strongly to reach EUR 3.5 million, compared with EUR 0.5 million in the preceding year, and despite the dividend distribution, liquidity on June 30 stood at EUR 15.5 million.

With an equity ratio of 61 percent, ATOSS continues to meet all of the criteria which underpin maximum security for customers, employees and shareholders.

Last year's record figures should at a minimum be repeated

After a very strong first quarter, orders received in the second quarter represented an entirely normal average. In view of the general economic situation, we can be very satisfied with this development. Fresh orders were placed both by existing customers and new clients in the airline, retail and telecommunications sectors. This marketing success contributed to a strong order book which allows us to plan ahead with security for the second half-year. However, since we, too must live in the real world, for as long as the economy is hampered by extreme uncertainty, we shall remain cautious in our forecasts. For the current financial year 2009 as a whole, we therefore anticipate that last year's record figures will at least be equaled.

Now is the time to distinguish ourselves!

The economic success ATOSS has achieved is based upon the consistent implementation of our business strategy and derived in particular from our high level of investment in research and development. We therefore measure ourselves not merely by our record results, but more particularly by the continuous targeted expansion of our range of products and solutions. We are very proud since the change in technology in 2005 to have already placed the twelfth release of the ATOSS Staff Efficiency Suite and ATOSS Start Up Edition at our customers' disposal – always at the agreed time and in every case with a substantial increase in the scale of performance. We continue to push ahead with this pace of development and in the second half of financial year 2009 as well as in future releases we shall launch some significant new functionalities on the market.

ATOSS consistently exploits the opportunities presented by the economic crisis. This is precisely the time to consolidate our own technological position and thereby distinguish our products and services even more markedly than ever! The decisive factor is that ATOSS will emerge considerably stronger from the crisis, to the benefit of our customers, employees and shareholders.

Yours truly,

Andreas F.J. Obereder Christof Leiber

(Chief Executive Officer) (Member of the Board of Management)

LETTER TO SHAREHOLDERS

Qua R terl y R eport Q2. 2009

Economic background Worldwide recession

Outlook for the ITC sector less negative Forecasts for the German software market: minus 2.2%

ATOSS Software AG Against the trend, ATOSS continues to grow New record sales and results Strong order book underpins forecast for 2009

Facts Overview

CONSOLIDATED OVERVIE W AS PER IFRS: 6-MONTH COMPARI SON IN EUR'000
	01.01.2009 - 30.06.2009	Proportion of total revenues	01.01.2008 - 30.06.2008	Proportion of total revenues	Change 2009 / 2008
Software	8,350	59%	7,713	58%	8%
Software licenses	3,126	22%	2,820	21%	11%
Software maintenance	5,224	37%	4,894	37%	7%
Consulting	4,150	29%	3,664	28%	13%
Hardware	909	6%	1,540	12%	-41%
Other	749	5%	403	3%	86%
Total sales revenues	14,157	100%	13,319	100%	6%
EBITDA	3,108	22%	2,916	22%	7%
EBIT	2,926	21%	2,735	21%	7%
EBT	3,078	22%	2,555	19%	20%
Net income	2,075	15%	1,731	13%	20%
Cash flow	3,530	25%	522	4%	›100%
Liquidity1,2	15,549		12,472		25%
EPS (EUR)	0.52		0.43		21%
Employees3	224		207		8%

CONSOLIDATED OVERVIE W AS PER IFRS: QUARTERL Y COMPARI SON IN EUR'000
	Q2/09	Q1/09	Q4/08	Q3/08	Q2/08
Software	4,162	4,188	4,178	4,126	3,996
Software licenses	1,551	1,575	1,642	1,603	1,513
Software maintenance	2,612	2,613	2,536	2,523	2,484
Consulting	2,157	1,992	1,839	1,860	1,894
Hardware	345	564	689	540	814
Other	361	388	170	222	216
Total sales revenues	7,026	7,132	6,876	6,748	6,921
EBITDA	1,498	1,610	1,203	1,310	1,521
EBIT	1,405	1,520	1,097	1,214	1,429
EBIT margin	20%	21%	16%	18%	21%
EBT	1,472	1,607	1,166	1,394	1,549
Net income	995	1,080	831	948	1,046
Cash flow	748	2,782	-1,055	3,034	-2,513
Liquidity1,2	15,549	16,680	14,000	15,425	12,472
EPS (EUR)	0.25	0.27	0.21	0.24	0.26
Employees3	224	220	226	213	207

1 Cash and marketable securities; 2 Dividend of EUR 0.44 per share on May 4, 2009, equating to EUR 1,739,000 (previous year: EUR 0.31 on April 30, 2008); 3 At the end of the quarter

Qua R terl y R eport Q2. 2009

Investor relations

CONSOLIDATED OVERVIE W AS PER IFRS: QUARTERL Y COMPARI SON IN EUR
		2009			2008
	Q2	Q1	Q4	Q3	Q2
High	10.00	7.80	7.60	8.90	8.40
Low	7.42	6.80	5.20	7.10	7.61
Share price at end of quarter	9.20	7.52	7.23	7.10	7.95
Treasury stock	72,099	73,099	68,894	24,500	29,500
Dividend paid per share	0.44	0.00	0.00	0.00	0.31
Cash flow per share	0.19	0.70	-0.34	0.76	-0.63
Liquidity per share	3.93	4.22	3.48	3.86	3.12
EPS	0.25	0.27	0.21	0.24	0.26
EPS (diluted)	0.25	0.27	0.20	0.24	0.26

Share price continues to perform well

Having performed well for shareholders last year, the price of ATOSS stock continued to develop strongly in the first half of 2009. The stock rose by 27 percent, or 33 percent allowing for the dividend. ATOSS has substantially beaten comparative indicators such as the Prime IG Software Index which rose by 18 percent during the reporting period. Following the publication of provisional figures for the first half-year, on July 23 ATOSS shares reached a new multiyear high of EUR 11.75.

The individual key figures for cash flow, liquidity and earnings per share also remain unvaryingly positive. Analysts therefore ascribe a very attractive valuation to ATOSS stock.

Analysts see further potential:

"More successful than ever – despite the recession"

half-year, SES repeated this estimate under the headline "More successful than ever – despite the recession".

Media interest has increased considerably

AGM approves higher dividend

SES Research GmbH, a Warburg Group company, has consistently observed, analyzed and valued the development in business at ATOSS in the first half-year. Most recently SES published a detailed study at the end of April, followed shortly after by an update on ATOSS. The analysts continue to recommend the stock as a "buy" with an upside target of EUR 14. They particularly stressed the growth ATOSS has recorded against the prevailing trend, as well as the strong development in sales and results. Despite increasing in price, they considered that the stock remained very attractive. Based on SES's profit expectations of EUR 0.88 per share for 2009, the analysts put the cash-adjusted P/E ratio at just 6. Following publication of the provisional figures for the first dilution of shareholders' present holdings. Transparent communication will continue A policy of open and reliable communication enables shareholders to keep abreast of developments at ATOSS. As business has developed along highly positive lines in recent years, this policy has proven its worth. We enjoy a high level of trust among investors. Despite the generally disastrous developments on the stock market, an investment in ATOSS shares has yielded strong returns. Added to this have been substantial dividends that have been largely tax-free. Our open communication, the maximum security with which

At the annual general meeting on April 30, 2009 the company's proposals were approved by shareholders with clear majorities ranging between 99.17 percent and 100 percent. A dividend of EUR 0.44 was approved, up from EUR 0.31 in the preceding year, with the remaining unappropriated net profit of almost EUR 3.4 million carried forward to new account. The shareholders also approved a new authorization to purchase or sell treasury stock and create new authorized capital.

Contrary to the usual procedure, the Management Board had simply proposed an authorization to increase capital by up to 10 percent of the existing capital stock. The intention was to take account of the fact that with its substantial liquidity and existing holdings of treasury stock, ATOSS is already very well prepared for possible participating interests. Moreover the Management Board also wished to avoid

In the course of the first half of the year, there has been a welcome increase in media interest in the development in business at ATOSS. Daily newspapers, stock market information services, journals and internet portals have all introduced their readers to the stock. This strong response is all the more gratifying given the generally low interest in small caps. The Management Board will therefore continue to take every opportunity to enter into discussions with journalists in order to further increase awareness of ATOSS. strong performance of the company to date, we shall remain cautious in our forecasts. All of the analysts' studies, press releases, reports, detailed information on the annual general meetings and compliance by ATOSS are filed on our website at www.atoss.com under the heading of Investor Relations. Here, too, we consistently adhere to our aspiration to provide up to date, comprehensive and transparent data.

our liquid assets are invested, the continuing strong commitment to our own research and development and our sound balance sheet will continue to earn ATOSS the increasing confidence of the capital market. Despite the

Group MANAGEMENT REPORT

«In Q2 2009, operating in a recessive environment and under difficult overall conditions, ATOSS has added new chapters to the success story of the last years. Once again, both revenue and earnings rose significantly, and the order book remains at a gratifyingly high level. We are also taking a confident stance with a look to the second half of the year.»

6. Risks associated with future development

There has been no change in the company's risk structure relative to the description contained in the consolidated financial statements to December 31, 2008.

As in the past, the company's investment policy continues to focus on preserving the value of freely available resources.

7. Events after the balance sheet closing date

There have been no reportable events of particular import subsequent to June 30, 2009.

8. Outlook

With all of the key figures for the development in business remaining highly positive in both the fourth quarter of 2008 and the first half-year of 2009, the Management Board has consolidated its future outlook. The Management Board accordingly expects last year's record figures for sales and results to at least be equaled in the current year.

1. Business and conditions: ITC market more stable than the rest of the economy

Following a pause in growth, the German high-tech market is set for a rapid recovery. According to the current forecast by industry association BITKOM, turnover in information technology and communications (ITC) products and services in Germany will decline by 2.5 percent in 2009. Next year the market is expected to grow once more by 0.3 percent.

In times of crisis there is a demand for IT solutions that will enable businesses to become more efficient and to save costs. The ITC sector is making substantial contributions to overcoming the crisis.

2. Earnings situation: Growth in virtually all areas

In the first half-year ATOSS succeeded in recording growth in all areas. Only hardware sales, which are not part of our core business, registered a decline. Sales of software licenses were up 11 percent at EUR 3.1 million (previous year: EUR 2.8 million), while development in software maintenance remained consistently positive with growth of 7 percent lifting turnover to EUR 5.2 million (previous year: EUR 4.9 million. As a result of its business model, ATOSS is based on a very stable foundation. In the first half of 2009 the company generated overall sales revenues of EUR 14.2 million, compared with EUR 13.3 million in the preceding year.

Thanks to high levels of capacity utilization and the considerable commitment of our consultants, turnover in services again developed strongly. Sales rose by 13 percent from EUR 3.7 million to EUR 4.2 million. This gratifying progress is attributable not least to the effort ATOSS has for some years devoted to developing both personnel and expertise.

The operating profit (EBIT) in particular at EUR 2.9 million was 7 percent higher than the previous year's figure of EUR 2.7 million.

Earnings after taxes to June 30, 2009 came in at EUR 2.1 million, representing growth of 20 percent relative to the EUR 1.7 million recorded in the same period last year. Earnings per share accordingly rose from EUR 0.43 to EUR 0.52.

Orders on hand for software licenses on June 30, 2009 amounted to EUR 3.6 million, a significant increase over the previous year's figure of EUR 2 million. Against this background, even in a difficult economic environment the company is confident that it will achieve its profit targets for financial year 2009.

3. Net assets and financial position

In the second quarter and indeed in the first half-year, operating cash flow developed strongly, increasing from EUR 0.5 million in the previous year to EUR 3.5 million. Liquidity (cash and marketable securities) was increased from EUR 12.5 million to EUR 15.5 million, despite the payment of a dividend of EUR 0.44 per share (previous year: EUR 0.31) at the beginning of May which resulted in an outflow of EUR 1.7 million. Liquidity per share on June 30, 2009 accordingly stood at EUR 3.93 (previous year: EUR 3.12).

In addition to net earnings, positive factors impacting cash flow included in particular an increase in deferred revenues due to the invoicing of maintenance charges, the accrual of liabilities and a tax refund from the previous year. Receivables remain at a very low and stable level, amounting to EUR 3.3 million (previous year: EUR 3.4 million).

As a result of the gratifying development in business, the equity ratio rose to 61 percent of total capital. Consequently, the company remains extremely well capitalized, with solvency assured at all times.

4. Product development

ATOSS continues to intensively pursue the development of both new and existing products. Product development costs rose by 13 percent in the first six months to stand at EUR 2.7 million, compared with EUR 2.4 million in the preceding year. As in the year before, development costs equate to 19 percent of overall sales.

The company continues to refrain from capitalizing the expense of developing new products. All expenditure for this purpose is recognized in the income statement in the period in which it is incurred.

5. Employees

Over the past twelve months the number of employees has risen by 8 percent from 207 to 224. On June 30, 2009 ATOSS employed 91 software developers (previous year: 75), with a further 64 staff employed in consulting (previous year: 59) and 34 in sales and marketing (previous year: 33).

Personnel costs for the first six months of the current financial year increased to EUR 7.2 million (previous year: EUR 6.4 million).

BALANCE SHEET TO 30.06.2009 In Eur

Assets	30.06.2009	31.12.2008
Non-current assets
Tangible fixed assets (net)	653,333	552,672
Intangible assets (net)	117,538	141,333
Deferred taxes	337,898	305,877
Total non-current assets	1,108,769	999,882
Current assets
Inventories	23,155	9,375
Trade accounts receivable (net)	3,308,564	3,455,286
Other current assets	793,657	977,556
Cash and cash equivalents	15,548,877	14,000,412
Total current assets	19,674,253	18,442,629
Total assets	20,783,022	19,442,511
Equity and liabilities	30.06.2009	31.12.2008
Equity
Subscribed capital	4,025,667	4,025,667
Capital reserve	-246,223	-248,453
Treasury stock	-589,084	-562,617
Unappropriated net income	9,588,626	9,252,962
Total equity	12,778,986	12,467,559
Non-current liabilities
Convertible bonds	23,000	24,000
Pension provisions	1,769,068	1,176,896
Deferred taxes	412,205	225,612
Total non-current liabilities	2,204,273	1,426,508
Current liabilities
Trade accounts payable	412,516	226,430
Short-term accruals	2,053,393	3,045,828
Deferred revenues	2,394,123	1,485,910
Tax provisions	225,268	269,421
Other current liabilities	714,463	520,855
Total current liabilities	5,799,763	5,548,444

Assets	30.06.2009	31.12.2008
Non-current assets
Tangible fixed assets (net)	653,333	552,672
Intangible assets (net)	117,538	141,333
Deferred taxes	337,898	305,877
Total non-current assets	1,108,769	999,882
Current assets
Inventories	23,155	9,375
Trade accounts receivable (net)	3,308,564	3,455,286
Other current assets	793,657	977,556
Cash and cash equivalents	15,548,877	14,000,412
Total current assets	19,674,253	18,442,629
Total assets	20,783,022	19,442,511
Equity and liabilities	30.06.2009	31.12.2008
Equity
Subscribed capital	4,025,667	4,025,667
Capital reserve	-246,223	-248,453
Treasury stock	-589,084	-562,617
Unappropriated net income	9,588,626	9,252,962
Total equity	12,778,986	12,467,559
Non-current liabilities
Convertible bonds	23,000	24,000
Pension provisions	1,769,068	1,176,896
Deferred taxes	412,205	225,612
Total non-current liabilities	2,204,273	1,426,508
Current liabilities
Trade accounts payable	412,516	226,430
Short-term accruals	2,053,393	3,045,828
Deferred revenues	2,394,123	1,485,910
Tax provisions	225,268	269,421
Other current liabilities	714,463	520,855
Total current liabilities	5,799,763	5,548,444
Total equity and liabilities	20,783,022	19,442,511

Balance Sheet

CASH FLOW STATEMENT

CASH FLOW STATEMENT FROM 01.01. TO 30.06.2009 in EUR

CASH FLOW STATEME NT FROM 01.01. TO 30.06.2009 in EUR
	01.01.2009 - 30.06.2009	01.01.2008 - 30.06.2008
Net profit	2,074,794	1,730,796
Depreciation of fixed assets	182,231	181,306
Loss incurred on the disposal of fixed assets	-42,176	94
Changes in deferred taxes	154,571	124,269
Provisions for pension commitments	592,172	-15,314
Trade accounts receivable	146,722	-1,094,067
Inventories and other current assets	170,119	-85,625
Trade accounts payable	186,087	-104,238
Short-term accruals	-992,435	-1,316,178
Deferred revenues	908,213	617,527
Tax provisions	-44,153	189,626
Other current liabilities	193,608	293,665
Cash flow generated through business operations (1)	3,529,753	521,860
Acquisition of tangible and intangible assets	-259,122	-261,212
Disposal of tangible fixed assets	42,200
Cash flow generated through investment activities (2)	-216,922	-261,212
Expenditure for the purchase of treasury stock	-30,416	-48,510
Income from the sale of treasury stock	5,180	30,579
Dividend payments	-1,739,130	-1,238,812
Cash flow generated through financing activities (3)	-1,764,366	-1,256,743
– total of (1) to (3)	1,548,465	-996,095
at the beginning of the period	14,000,412	13,467,767
at the end of the period	15,548,877	12,471,672

Net profit	2,074,794	1,730,796
Depreciation of fixed assets	182,231	181,306
Loss incurred on the disposal of fixed assets	-42,176	94
Changes in deferred taxes	154,571	124,269
Provisions for pension commitments	592,172	-15,314
Change in net current assets
Trade accounts receivable	146,722	-1,094,067
Inventories and other current assets	170,119	-85,625
Trade accounts payable	186,087	-104,238
Short-term accruals	-992,435	-1,316,178
Deferred revenues	908,213	617,527
Tax provisions	-44,153	189,626
Other current liabilities	193,608	293,665
Cash flow generated through business operations (1)	3,529,753	521,860
Cash flow from investment activities
Acquisition of tangible and intangible assets	-259,122	-261,212
Disposal of tangible fixed assets	42,200
Cash flow generated through investment activities (2)	-216,922	-261,212
Cash flow from financing activities
Expenditure for the purchase of treasury stock	-30,416	-48,510
Income from the sale of treasury stock	5,180	30,579
Dividend payments	-1,739,130	-1,238,812
Cash flow generated through financing activities (3)	-1,764,366	-1,256,743
Changes in liquidity1 – total of (1) to (3)	1,548,465	-996,095
Liquidity1 at the beginning of the period	14,000,412	13,467,767
Liquidity1 at the end of the period	15,548,877	12,471,672

INCOME STATEME NT FROM 01.01. TO 30.06.2009 in EUR
		Quarterly report		Half-yearly report
	01.04.2009 - 30.06.2009	01.04.2008 - 30.06.2008	01.01.2009 - 30.06.2009	01.01.2008 - 30.06.2008
Sales revenues	7,025,920	6,920,720	14,157,428	13,319,337
Cost of sales	-2,261,842	-2,251,430	-4,358,782	-4,409,446
Gross profit on sales	4,764,078	4,669,290	9,798,646	8,909,891
Marketing costs	-1,391,872	-1,346,145	-2,840,531	-2,654,266
Administration costs	-621,449	-641,642	-1,234,149	-1,181,467
Research and development costs	-1,367,847	-1,236,106	-2,737,038	-2,352,051
Other operating income	3,765	21,806	25,974	61,355
Other operating expenses	18,523	-38.319	-87,222	-48,898
Operating result (EBIT)	1,405,199	1,428,884	2,925,680	2,734,564
Interest and similar income	77,286	139,866	173,917	288,311
Interest and similar expenses	-10,557	-19,891	-21,107	-467,523
Income before taxes	1,471,928	1,548,859	3,078,490	2,555,352
Taxes on income and earnings	-477,241	-502,729	-1,003,696	-824,556
Net profit	994,687	1,046,130	2,074,794	1,730,796
Earnings per share (undiluted)	0.25	0.26	0.52	0.43
Earnings per share (diluted)	0.25	0.26	0.52	0.43
Average number of shares in circulation (undiluted)	3,953,568	3,996,167	3,953,275	3,995,586
Average number of shares in circulation (undiluted)	3,976,568	4,025,667	3,976,892	4,026,888

INCOME STATEMENT

Qua R terl y R eport Q2. 2009

1 Liquidity: Cash and marketable securities

Statement of changes in EQUITY

CHANGES IN CONSOLIDATED EQUITY AS OF 30.06.2009 in EUR
	Subscribed capital	Capital reserve	Treasury stock	Unapp. ret. earnings	Total
As of 01.01.2008	4,025,667	-134,511	-406,608	6,981,913	10,466,461
Net profit	0	0	0	1,730,796	1,730,796
Sale of treasury stock	0	-78,260	92,850	0	14,590
Purchase of treasury stock	0	0	-26,100		-26,100
Dividend				-1,238,812	-1,238,812
As of 30.06.2008	4,025,667	-212,770	-339,858	7,473,898	10,946,936
As of 01.01.2009	4,025,667	-248,453	-562,618	9,252,962	12,467,558
Net profit	0	0	0	2,074,794	2,074,794
Sale of treasury stock	0	2,230	3,950	0	6,180
Purchase of treasury stock	0	0	-30,416	0	-30,416
Dividend				-1,739,130	-1,739,130
As of 30.06.2009	4,025,667	-246,223	-589,084	9,588,626	12,778,986

One share represents 1 Euro of subscribed capital.

1. General

The present report has been prepared in accordance with International Financial Reporting Standards (IFRS) in compliance with IAS 1.14. In particular the report complies with the provisions contained in IAS 34 "Interim Financial Reporting". The requirements contained in German Accounting Standard (DRS) No. 6 regarding interim reporting have likewise been fulfilled.

In accordance with IAS 34.20, the present statements include a consolidated balance sheet, consolidated income statement, consolidated cash flow statement, consolidated statement of changes in equity and explanatory notes to the consolidated statements.

The same financial accounting, valuation and computation methods have been applied as in the case of the annual financial statements.

The Management Board is satisfied that the impression of the economic situation of the company, its net assets, financial position, earnings situation and cash flow conveyed by the present half-yearly financial statements accords with the true facts. This interim report has not undergone an auditor's inspection or statutory audit.

2. Reporting period

The present interim report was prepared to June 30, 2009, for the reporting period from January 01, 2009 to that date.

3. Currency

All figures are stated in euro. Figures are rounded up to whole euro units.

4. Group of consolidated companies

In addition to the parent company ATOSS Software AG, Munich, the consolidated financial statements to June 30, 2009 also include all subsidiary companies:

ATOSS CSD Software GmbH, Cham, Germany ATOSS Software Ges.mbH, Vienna, Austria ATOSS Software AG, Zurich, Switzerland ATOSS Software S.R.L., Timisoara, Romania

These companies are fully consolidated.

5. Changes in equity

The development in equity is evident from the statement of changes in consolidated equity.

«This year again, the consistency with which ATOSS Software AG charts its course, as well as the reliability of its statements and products, substantiate the trust that our customers and business partners, as well as our colleagues and shareholders, place in us and our business decisions.»

Quarterl y R eport Q2. 2009

Notes to the consolidated financial statement

6. Treasury stock

In the first six months of the financial year 1,000 treasury shares were dispensed in response to the exercise of convertible bonds and 4,205 shares were acquired. On June 30, 2009 the company held 72,099 treasury shares acquired at an average price of EUR 8.17. Treasury stock is reported as a separate equity item at cost of acquisition

7. Sales revenues

The company's sales revenues were composed as follows:

The geographic breakdown of sales revenues was as follows:

8. Personnel costs

The consolidated personnel costs to June 30, 2009 were composed as follows:

Provisions for personnel costs for financial year 2008 were not utilized in full. In the current financial year, provisions were liquidated in line with costs incurred, thereby reducing the personnel costs. In thus far the company has altered the balance sheet accounting practice employed in the preceding year, by liquidating provisions for personnel costs and reporting these as other operating income. The previous year's figures were adjusted accordingly in order to make it possible to make a year-on-year comparison.

As a result of an increase in pension provisions, pension costs were higher than the previous year.

9. Other operating income and expenses

The company reported other operating income of EUR 25,974 in the first six months of the current financial year (previous year: EUR 61,355). This revenue relates primarily to rental income. With respect to the release of provisions, the company has changed its accounting methodology compared with the previous year, and, from the current 2009 financial year, releases provisions against the corresponding type of expense. Other operating expenses of EUR 87,222 (previous year: EUR 48,898) relate primarily to bad debt allowances for receivables.

10. Financial investment income and expenditure

In the first six months of the current financial year the company recorded income in the amount of EUR 173,917 (previous year: EUR 288,311) from financial investments. This was comprised of interest earnings on fixed-term and current account deposits.

The company also recorded expenses in the first half of 2009 amounting to EUR 21,107 (previous year: EUR 467,523). This essentially concerned financial expenses in connection with pension provisions amounting to EUR 20,860 (previous year: EUR 30,139).

11. Tax expenses

Consolidated tax expenses to June 30, 2009 were comprised as follows:

	$\sim$

12. Earnings per share

The figure for earnings per share is arrived at by dividing the result for the period in the amount of EUR 2,074,794 by the weighted average number of shares outstanding. From January 1 to June 30, 2009 there were an average of 3,953,275 shares in circulation. Thus earnings per share for this period amounted to EUR 0.52, in comparison with EUR 0.43 in the first six months of the preceding year.

In order to calculate diluted earnings per share, the result for the period must be adjusted to allow for the interest cost relating to convertible bonds in the amount of EUR 247 (previous year: EUR 348). In addition the average number of shares outstanding is increased with the inclusion of shares potentially issued as a result of convertible bonds. From January 1 to June 30, 2009, there were an average of 23,000 convertible bonds in circulation. Thus the diluted earnings per share for this period amounted to EUR 0.52, in comparison with EUR 0.43 in the preceding year.

EUR	01.01.2009 30.06.2009	01.01.2008 30.06.2008
Germany	13,126,307	11,827,235
Austria	577,821	1,064,157
Switzerland	231,995	365,717
German-speaking territories in total	13,936,123	13,257,109
Other countries	221,305	62,228
Total sales revenues	14,157,428	13,319,337

EUR	01.01.2009 30.06.2009	01.01.2008 30.06.2008
Wages and salaries	5,475,489	5,324,536
Social security contributions and expenditure on retirement pensions and welfare	1,700,332	1,085,310
Total personnel costs	7,175,821	6,409,846

EUR	01.01.2009 30.06.2009	01.01.2008 30.06.2008
Software licenses	3,125,590	2,819,569
Software maintenance	5,224,410	4,893,689
Total software	8,350,000	7,713,258
Consulting	4,149,777	3,663,822
Hardware	908,836	1,539,735
Other	748,815	402,522
Total sales revenues	14,157,428	13,319,337

EUR	01.01.2009 30.06.2009	01.01.2008 30.06.2008
Pre-tax earnings as per IFRS	3,078,490	2,555,352
Expected tax charge (2008: 32,98%, 2007: 40,86%)	-1,015,286	-842,755
Non-deductible operating expenses	-8,257	-10,807
Differences in tax rates at consolidated companies	19,847	29,004
Actual Group tax charge	-1,003,696	-824,556

13. Segment reporting

The company has only one standard segment related to its business field, which comprises the creation, sale and implementation of software solutions for the efficient deployment of human resources. In geographic terms too, the German-speaking region represents a coherent segment.

The individual software solutions comprise:

ATOSS Staff Efficiency Suite (ASES) und ATOSS Startup Edition (ASE)

ASES and ASE are working time management and personnel resource planning solutions for customers of all sizes and in all industries. These software solutions are generally accompanied by other services covering implementation and training. 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 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 of all sizes in all industries.

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 as well as consulting services. Merchandise including hardware and recording media is also available. ATC software is installed on the Microsoft Windows system platform with standard SQL databases and is particularly user-friendly and convenient for small to medium-sized customers as well as large decentralized organizations.

14. Employees

On June 30, 2009 the company had 224 employees.

15. Members of the Management Board

The company's Management Board continued to comprise two members:

16. Supervisory Board

The company's Supervisory Board as of June 30, 2009 comprised three members:

17. Board members' shareholdings

On the reporting date of June 30, 2009, board members held the following numbers of ATOSS shares:

18. Convertible bonds held by board members

On June 30, 2009 board members held the following number of bonds convertible into ATOSS shares:

	30.06.2009	31.03.2009	31.12.2008	30.09.2008	30.06.2008
Andreas F.J. Obereder	1,981,184	1,981,184	1,981,184	1,981,184	1,981,184
Peter Kirn	29,760	29,760	29,760	29,760	29,760

	30.06.2009	31.03.2009	31.12.2008	30.09.2008	30.06.2008
Christof Leiber	5,000	5,000	5,000	5,000	5,000

EUR	01.01.2009 30.06.2009	01.01.2008 30.06.2008
Sales revenues
ATOSS Staff Efficiency Suite (ASES) and ATOSS Startup Edition (ASE)	13,194,679	12,098,541
ATOSS Time Control (ATC)	962,749	1,220,796
Total sales revenues	14,157,428	13,319,337
Operating result (EBIT)
ATOSS Staff Efficiency Suite (ASES) and ATOSS Startup Edition (ASE)	2,841,259	2,626,065
ATOSS Time Control (ATC)	84,421	108,499
Total operating result (EBIT)	2,925,680	2,734,564

30.06.2009	30.06.2008

	30.06.2009	30.06.2008
Development	91	75
Consulting	64	59
Sales and marketing	35	40
Administration	34	33
Total	224	207

Andreas F.J. Obereder	Chief Executive Officer
Christof Leiber	Member of the Management Board

Peter Kirn	Chairman
Fritz Fleischmann	Deputy Chairman
Rolf Baron Vielhauer von Hohenhau	Member of the Supervisory Board

19. Convertible bonds

In the first six months of financial year 2009 1,000 convertible bonds were exercised. As of June 30, 2009 there were 23,000 convertible bonds outstanding.

Details of outstanding convertible bonds held by board members and employees are summarized in the following table:

20. Notifiable participating interests

In the first six months of financial year 2009 the company received no notifications regarding changes in participating interests pursuant to §§ 21 ff. of the German Securities Trading Act.

21. 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. The premises concerned comprise 1,176 m2 of office space for which rental costs in the amount of EUR 114,402 (previous year: EUR 114,402) were incurred in the first six months of the year 2009.

Moreover the wife of the Chief Executive Officer provides services to the company. In the first six months of the financial year 2009 the value of these services amounted to EUR 4,368 (previous year: EUR 3,120).

The company is satisfied that the terms agreed for these transactions are standard market terms.

22. Dividend

As the result of the resolution of the annual general meeting of April 30, 2009, a dividend of EUR 0.44 per ordinary share was paid on May 4, 2009 in accordance with the proposal of the Management and Supervisory boards, entailing a total amount of EUR 1,739,130.

23. Events after the balance sheet closing date

There have been no reportable events of particular import subsequent to June 30, 2009.

	Exercise price in EUR	Outstanding options	Contractual validity in years	Possible rights remaining to be exercised as of 30.06.2009
Board members
	6.18	5,000	2.0	5,000
Employees
	3.52	4,000	1.2	4,000
	3.97	3,000	2.4	3,000
	6.18	11,000	2.0	11,000
Total		23,000		23,000

We hereby give an assurance to the best of our knowledge and belief that in accordance with the applicable interim reporting standards these interim consolidated financial statements convey an impression of the net assets, financial position and earnings situation of the Group which accords with the true facts; and that the development in business including the results and the situation of the Group are so described in the interim consolidated management report 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 in the remainder of the financial year are so described.

Munich, August 14, 2009

Andreas F.J. Obereder Christof Leiber

(Chief Executive Officer) (Member of the Board of Management)

Declaration by the legal representatives

Disclaimer

This report contains forward-looking statements that are based on the conviction of the Management Board of ATOSS Software AG and reflect current assumptions and estimations. These forward-looking statements are subject to risks and uncertainties. Many facts that cannot currently be predicted may cause the actual performance and earnings of ATOSS Software AG to develop in a different manner. This could for example include the non-acceptance of newly introduced products or services, changes in the general economic and business climate, a failure to achieve efficiency and cost-reduction targets or changes in business strategy.

The Management Board is firmly convinced that the expectations embodied in these forward-looking statements are sound and realistic. Should, however, the above-mentioned or other unforeseeable risks materialize, ATOSS Software AG cannot guarantee that the expressed expectations will prove to be correct.

Corporate Calendar

October 22, 2009 Press release announcing the 9-monthly statements
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November 13, 2009 Publication of the 9-monthly financial statements

IMprint

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

INVESTOR RELATIONS CONTACT

ATOSS Software AG
Investor Relations
Christof Leiber
Fon +49.89.4 27 71-0
Fax +49.89.4 27 71-100
Christof.Leiber@atoss.com

OTHER OFFICES

Düsseldorf Fon +49.21 50.9 65-0

Frankfurt Fon +49.69.66 05 99-0

Hamburg Fon +49.40.27 81 63-0

Stuttgart Fon +49.711.7 28 73 20-0

SUBSIDIARIES Germany ATOSS CSD Software GmbH, Cham Fon +49.99 71.85 18-0

Austria ATOSS Software Ges.mbH, Vienna Fon +43.1.7 17 28-334

Switzerland ATOSS Software AG, Zurich Fon +41.44.308 39-56

Romania ATOSS Software SRL, Timisoara

Fon +40.356.71 01 82

ATOSS Software AG

Am Moosfeld 3 D-81829 München Fon +49.89.4 27 71-0 Fax +49.89.4 27 71-100

info@atoss.com www.atoss.com