ATOSS Quarterly Report 01.2012

ATOSS customer Gebr. Heinemann

Letter to Shareholders

ATOSS Software AG has made a sound start to the 2012 financial year. Sales in the first three months were on a par with the previous year's record level. In our core software segment, we achieved a substantial increase with turnover up six percent, laying down a clear marker for this decisively important part of our business. The development in earnings, too, has been gratifying. Our operating profit (EBIT) continued to grow, while net income too increased as a result of the excellent financial result. Despite the economically challenging environment, we have once again laid the basis on which to continue our record development for a seventh year.

Based on intensive observation of the market as well as on practical experience in serving our customers, we expect the high growth rates to continue in future. Because the pressure on companies to structure their work efficiently will keep on rising. How so?

One factor is economic volatility. Globalization and short economic cycles present businesses with a host of challenges that can only be met by adopting a holistic approach. In addition, there is the often quoted process of demographic change which is happening even now and which will in future play an even more significant role. In many sectors the battle for skilled labor has long since begun. For medical staff and engineers, conditions in the labor market are ideal. And last but not least is the trend towards more flexible working hours. Businesses must consider all of these factors: Workforce management offers a strategic route to a solution. Companies that fail to follow the correct path will fail to survive the competition over the long term.

For 25 years now, the name ATOSS has been a byword for workforce management. Our business model has proven to be extremely stable, and the conditions favoring continuing positive development are excellent. It is not just our continuity and high quality that distinguish us, but our clear strategy of verticalization.

Through the deployment of solutions that are oriented towards the specific features of certain processes and above all sectors, we have succeeded in achieving significant advantages for our customers that impact their competitiveness. We began this strategy in 1994 in the healthcare sector. Then in 2005 we added another specialty with a focus on the retail sector. Together, our sector-specific expertise and the ongoing development of our solutions have set us apart from our competitors with sustained effect.

ATOSS is constantly developing this verticalization strategy which safeguards growth and business success. Focusing on the attractive logistics and production sectors offers fresh exciting potential. With its modern technologies and interfaces ATOSS is the "best-of-breed" and so is able to successfully address companies in these sectors. New customers such as Bosch Werke Deutschland and the Walz mail order company are prime examples.

Upward trend unchecked in the workforce management market

ATOSS is firmly established in the market

Dear Shareholders, Customers, Business Partners and Colleagues,

In just eight months we have also been successful in bringing a solution for the extremely HRcritical hotel and catering segments to the market. The ATOSS Hospitality Solution is initially aimed at the top 200 companies in this field - the Grand Hotel Esplanade and the first of the Maritim chain of hotels already feature as ATOSS customers. Both new segments offer high potential.

We are not only investing in verticalization, however. Over the year our expenditure on research & development has remained consistently high at the equivalent of around 20 percent of sales. Our success proves that we are right.

Among other things, strategic workforce management supports long-term personnel planning including demand simulations. Through self service options employees are integrated into the planning process, thereby achieving important motivational effects. One aspect of particular importance in supporting companies' increasing mobility requirements is the transfer of solutions to smartphones and tablets – a trend that is on the rise. ATOSS does not believe in standing still. We are investing in developments with future potential.

With the first quarter now behind us, ATOSS Software AG has an order book on a par with last year, despite the absence to date of individual large orders. Following a slight weakening in the first two months, there was a buoyant flow of orders in March 2012. Provided that companies sustainably regain their appetite for investment we anticipate on this understanding an increase in sales in the year 2012 as a whole. Despite scheduled investments, particularly in the development of sales and marketing, we expect the EBIT margin to exceed 20 percent. Our message to our employees, shareholders and customers therefore remains unchanged: ATOSS is an innovative, rock-solid and reliable partner!

Full-year outlook for 2012

Yours sincerely

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

of Management

The priority of Research & Development at ATOSS

CONSOLIDATED OVERVIEW AS PER IFRS: 3-MONTHS COMPA RI S ON IN T EUR

	01.01.2012 - 31.03.2012	Proportion of total sales	01.01.2011 - 31.03.2011	Proportion of total sales	Change 2012 zu 2011
Total Sales	7,836	100%	7,848	100%	0%
Software	4,857	62%	4,574	58%	6%
Licenses	1,656	21%	1,652	21%	0%
Maintenance	3,201	41%	2,922	37%	10%
Consulting	2,238	29%	2,122	27%	5%
Hardware	547	7%	887	12%	-38%
Other	194	2%	265	3%	-27%

EBITDA	2,105	27%	2,054	26%	2%
EBIT	1,967	25%	1,936	25%	2%
EBT	2,326	30%	1,967	25%	18%
Net income	1,547	20%	1,337	17%	16%
Cash Flow	3,139	40%	3,043	39%	3%
Liquidity (1/2)	28,496		23,682		18%
EPS (in EUR)	0,39		0,34		17%
Employees (3)	265		253		5%

CONSOLIDATED OVERVIEW AS PER IFRS: QUARTERLY COMPARISON IN T EUR

	Q1/12	Q4/11	Q3/11	Q2/11	Q1/11
Total Sales	7,836	8,229	7,584	7,913	7,848
Software	4,857	4,891	4,651	4,705	4,574
Licenses	1,656	1,772	1,586	1,676	1,652
Maintenance	3,201	3,119	3,065	3,029	2,922
Consulting	2,238	2,145	1,931	2,184	2,122
Hardware	547	607	764	548	887
Other	194	586	239	476	265

EBITDA	2,105	1,894	1,792	2,054	2,054
EBIT	1,967	1,766	1,665	1,941	1,936
EBIT margin (in %)	25%	21%	22%	25%	25%
EBT	2,326	1,812	2,617	2,015	1,967
Net income	1,547	1,199	1,772	1,367	1,337
Cash Flow (4)	3,139	-1,641	3,117	799	3,043
Liquidity (1/2)	28,496	24,851	26,349	22,375	23,682
EPS (in EUR)	0.39	0.30	0.45	0.34	0.34
Employees (3)	265	269	259	249	253

(1): Cash and cash equivalents, other current and non-current financial assets (e.g. equities, gold) (2): Dividend of EUR 0.60 (previous year: EUR 0.50) per share on 04.05.2011 (T EUR 2,386)

(3): At the end of the quarter

(4) Cash flow in quarterly comparison with 2011 adjusted for interest income and expenditure, since from 12/2011 this is reported within cash flow from investment activities

Facts Overview

ECONOMIC BACKGROUND The German economy remains stable by international comparison The market for software continues to grow

ATOSS SOFTWARE AG Our business model grows ever more stable, with high earnings potential

Investor Relations

General Meeting approves dividend of EUR 0.71

Shareholders at the annual general meeting of ATOSS Software AG on April 20, 2012 approved the dividend proposed by the management in the amount of EUR 0.71 per share – a rise of 18 percent compared with 2011. Based on the closing price of ATOSS stock at the end of 2011, this represents a dividend yield of 4.3 percent (last year: 3.5 percent). Not only the development in the share price in recent years but also the attractive dividend policy demonstrate that a commitment to ATOSS remains a rewarding prospect, particularly in the long term.

The remaining items on the agenda including the formal discharge of the Management and Supervisory Boards, election of auditors, acquisition and use of treasury stock and the cancellation of existing contingent capital and amendments to the articles of association were also endorsed by a clear majority.

ATOSS stock: The rewards of long-term commitment

The positive development in the ATOSS share price is particularly clear when viewed from a long-term perspective. ATOSS has far outstripped the relevant comparative Daxsubsector Software Performance index. Whereas in a comparative period from 2007 the index has put on just 41 percent, ATOSS stock has risen by 104 percent. The dividend distributions have also contributed substantially to the attraction of the stock.

Even when viewed over the past year, ATOSS has put on a strong performance. In the period from April 2011 to March 2012, between the annual general meetings last year and this year, the share price has risen by around 30 percent, while the comparative index has climbed only 20 percent.

In discussions, presentations and in our public relations work, we have always emphasized that ATOSS takes a long-term view. So we are particularly pleased when long-term investors take an interest in our company and its business model. In recent months we have seen our shares taken up by various institutional investors.

Experts are of the opinion that despite its strong performance, ATOSS stock still has potential due not least to the attractive combination of our business model, corporate development and transparency.

Analysts' assessment remains positive

In their assessment following publication of the quarterly figures, the analysts at Warburg Research anticipate a continuing positive development in ATOSS stock. They stressed the excellent quality of our balance sheet as one of the key arguments in favor of the stock. Particular mention was made of the increase in liquidity, which climbed 20 percent to EUR 28.5 million during the reporting period, as well as the equity ratio of 64 percent. Based on unchanged forecasts, the experts continue to rate the stock as a buy. The upside target remains unchanged at EUR 24.50.

STOCKS

CONSOLIDATED OVERVIEW AS PER IFRS: QUARTERLY COMPARISON IN EUR
	Q1/12	Q4/11	Q3/11	Q2/11	Q1/11
High	22.09	17.40	18.34	18.28	17.92
Low	16.55	16.20	15.50	16.15	14.51
Share price at end of quarter	21.50	16.56	17.05	17.11	16.65
Treasury stock	0.00	49,099	49,099	49,099	49,099
Dividend paid per share	0.00	0.00	0.00	0.60	0.00
Cash flow per share	0.79	-0.41	0.78	0.20	0.77
Liquidity per share	7.17	6.25	6.63	5.63	5.96
EPS (undiluted)	0.39	0.30	0.45	0.34	0.34
EPS (diluted)	0.39	0.30	0.45	0.34	0.34

Group Management Report 1. Business and conditions: German economy picks up speed after a weak interlude, high-tech

sector sees a good start to the year

After a weak interlude lasting several months, the German economy is now picking up speed once more in spring 2012. During the past winter half-year economic ouput as a whole was virtually stagnant under the effects of the debt crisis, and the crisis of confidence, in the eurozone coupled with cyclical weakness in the global economy. Meanwhile, however, the first signs are emerging that the clouds over the global economy are beginning to lift and the measures taken to alleviate the turbulence in the eurozone have for the time being stabilized the situation on the financial markets. Nonetheless, the environment remains uncertain. According to the Joint Economic Forecast for 2012, the economy this year is expected to grow by 0.9 percent (previous year: 3.0 percent), with growth of 2.0 percent forecast for 2013.

The first signs of brightness are reflected in the business climate index published by the ifo Institute, which has risen by 2.6 points since the end of last year. This would indicate the company's expectations for the next six months are positive.

In the high-tech sector, the business climate since the start of the year has continued to develop strongly, as evidenced by BITKOM's current economic survey. The BITKOM sector index is up two points at 63. The results of the quarterly survey showed that the majority of companies also take a positive view of future prospects. Among providers of software and IT services, 85 percent of the companies surveyed expect sales to increase in 2012. The software sector as a whole is forecast to grow by around 4.4 percent in 2012.

While these comparisons both at the macroeconomic level and in the IT environment reflect increases that compare with a severely smaller baseline in the preceding year, ATOSS has in the past year recorded growth of 8 percent. What's more, despite a slight reduction in the corporate appetite for investment and in a generally challenging economic environment, in the first quarter of 2012 ATOSS has achieved sales revenues on a par with last year and an operating profit (EBIT) slightly above last year's level. In our core software business we recorded growth of 6 percent.

2. Earnings situation: Stable development in sales and earnings

In the first three months of financial year 2012 ATOSS recorded sales of EUR 7.8 million (previous year: EUR 7.8 million) on a par with the year before. Sales of software rose by 6 percent from EUR 4.6 million to EUR 4.9 million. Software maintenance, too, continued to develop positively with turnover also increasing by 10 percent from EUR 2.9 million to EUR 3.2 million.

In the consulting area, ATOSS recorded growth of 5 percent in the first three months of 2012, with revenues rising from EUR 2.1 million last year to EUR 2.2 million.

The operating profit (EBIT) at EUR 2.0 million increases by 2 percent and was slightly higher than the previous year's figure of EUR 1.9 million.

Because of an strong financial result earnings before taxes (EBT) rose by 18 percent over the previous year from EUR 2.0 million to EUR 2.3 million.

Net income to March 31, 2012 came in at EUR 1.5 million, representing growth of 16 percent relative to the EUR 1.3 million recorded in the same period last year. Earnings per share accordingly rose from EUR 0.34 to EUR 0.39.

Orders on hand for software licenses as of March 31, 2012 amount EUR 3.3 million and was on the level as of December 31, 2011. That represents an excellent starting point for the current year 2012.

3. Net assets and financial position

In the first three months of financial year 2012, cash flow from operations was slightly higher than the previous year´s figure of EUR 3.1 million (previous year: EUR 3.0 million). Cash and equivalents slipped from EUR 23.1 million to EUR 21.7 million. The position as a whole, however, comprising cash and equivalents and other current and non-current financial assets (e.g. gold, equities) increased from EUR 23.7 million to EUR 28.5 million. Liquidity per share on March 31, 2012 including these current and non-current assets accordingly stood at EUR 7.17 (previous year: EUR 5,96).

The decline in cash and equivalents relative to the year before is attributable to a redistribution of investments in other current and non-current financial assets. With this change in investment strategy the company intends to emphasize its focus on safeguarding long-term value and hedging against inflation and take adequate precautions against the effects of an increase in money supply and the steep rise in the sovereign debt ratios in numerous euro zone states as well as the USA.

In total, the Management Board is authorized by the Supervisory Board to invest in physical gold in an amount of up to EUR 17.0 million and in dividend-bearing securities in an amount of up to EUR 5.0 million. On March 31, 2012 the company had EUR 3.8 million invested in gold and EUR 2.9 million invested in dividend-bearing securities.

In addition to net earnings of EUR 1.5 million, the EUR 3.1 million in cash flow from operations was also boosted by an increase in deferred revenues of EUR 4.4 million. Payment of trade accounts payable and other liabilities induced cash flow reducing effects of EUR 2.2 million.

As a result of the gratifying development in business, in addition to increasing its balance sheet total by 13 percent, ATOSS also recorded an equity ratio of 64 percent (previous year: 59 percent). The company thus remains extremely well capitalized, with solvency assured at all times.

4. Product development

A high level of expenditure on research & development remains an important component of the ATOSS growth strategy with the goal of further extending the company's strong position as a technological leader in workforce management. Research and development costs rose by 12 percent in the first three months to stand at EUR 1.8 million (previous year: EUR 1.6 million). R&D costs as a proportion of overall sales amounted to 22 percent (previous year: 20 percent).

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

As compared to previous year the number of employees rose from 253 to 265. On March 31, 2012 ATOSS employed 118 software developers (previous year: 107), with a further 72 staff employed in consulting (previous year: 71), 35 in sales and marketing (previous year: 36) and 40 in administration (previous year: 39).

Personnel costs for the first three months of the current financial year amounted to EUR 3.9 million (previous year: EUR 3.7 million).

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, 2011.

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

available resources.

7. Events after the reporting period

The annual general meeting of ATOSS Software AG took place on April 20, 2012. The meeting adopted the proposal put forward by the Management and Supervisory Boards and approved a dividend of EUR 0.71 (previous year: 0.60) per share which was duly paid on April 23, 2012. The total distribution amounted to EUR 2.8 million (previous year: EUR 2,4 million).

In April 2012 the company purchased physical gold in the amount of EUR 5.0 million.

There have been no further reportable events of particular significance since March 31, 2012.

8. Outlook

In the first three months of the current 2012 financial year, in a generally challenging economic environment the propensity for investment was initially somewhat subdued. Orders received amounted to EUR 1.7 million, compared with EUR 2.0 million in the previous year, and orders on hand on 31 March remained stable at EUR 3.3 million (previous year: EUR 3.4 million).

Against the background of a robust order book and on condition of a sustainable revival in corporate investment activities, the Management Board anticipates that ATOSS Software AG will continue to record positive development. Accordingly the Board expects a moderate increase in sales with an EBIT margin in excess of 20 percent despite scheduled investments, particularly in the development of sales and marketing.

CONSOLIDATED BALANCE SHEET TO 31.03.2012

Non-current assets





Current assets









Equity

Assets (EUR)	31.03.2012	31.12.2011
Non-current assets
Tangible fixed assets	2,908,701	2,948,852
Intangible assets	166,396	177,184
Other financial assets	573,520	553,450
Deferred taxes	280,290	277,534
Total non-current assets	3,928,907	3,957,020
Current assets
Inventories	5,844	8,199
Trade accounts receivable	2,901,218	2,611,623
Other financial assets	6,231,125	9,180,200
Other non-financial assets	771,100	518,104
Cash and equivalents	21,691,487	15,117,296
Total current assets	31,600,774	27,435,422
Total assets	35,529,681	31,392,442

Equity and Liabilities (EUR)	31.03.2012	31.12.2011
Equity
Subscribed capital	3,976,568	4,025,667
Capital reserve	-661,338	-387,528
Treasury stock	0	-322,909
Equity deriving from unrealized profits/losses	379,809	205,237
Unappropriated net income	19,132,954	17,585,809
Total equity	22,827,993	21,106,276
Non-current liabilities
Pension provisions	1,720,232	1,716,969
Deferred taxes	295,924	321,766
Total non-current liabilities	2,016,156	2,038,735
Current liabilities
Trade accounts payable	359,125	790,104
Other liabilities	2,825,385	4,622,107
Deferred revenues	6,095,616	1,702,752
Tax provisions	1,311,406	1,038,468
Other provisions	94,000	94,000
Total current liabilities	10,685,532	8,247,431
Total equity and liabilities	35,529,681	31,392,442

ATOSS customer CinemaxX

CONSOLIDATED CASH FLOW STATEMENT FROM 01.01.2012 TO 31.03.2012

Cash Flow from business operations
Net income	1,547,145	1,337,166
Depreciation of fixed assets	138,207	117,713
Gains/Losses from the disposal of fixed assets	370	246
Gains/Losses from the sale of available- for-sale financial assets	-353,207	0
Other result on financial asset	-59,144	-45,287
Change in deferred taxes	-28,598	-47,151
Change in pension provisions	3,263	-11,818
Adjustment for other items not recognized in profit or loss	-6,559	5,377

Change in net current assets
Trade accounts receivable	-289,594	-900,778
Inventories and other current assets (short-term)	-250,640	-301,215
Trade accounts payable	-430,980	-479,315
Other current liabilities (short-term)	-1,796,722	-1,184,168
Deferred revenues	4,392,864	4,207,532
Tax provisions	272,938	344,488
Other provisions	0	0
Cash flow from business operations (1)	3,139,343	3,042,790

EUR	01.01.2012 -31.03.2012	01.01.2011 -31.03.2011
Cash Flow from business operations
Net income	1,547,145	1,337,166
Depreciation of fixed assets	138,207	117,713
Gains/Losses from the disposal of fixed assets	370	246
Gains/Losses from the sale of available- for-sale financial assets	-353,207	0
Other result on financial asset	-59,144	-45,287
Change in deferred taxes	-28,598	-47,151
Change in pension provisions	3,263	-11,818
Adjustment for other items not recognized in profit or loss	-6,559	5,377
Change in net current assets
Trade accounts receivable	-289,594	-900,778
Inventories and other current assets (short-term)	-250,640	-301,215
Trade accounts payable	-430,980	-479,315
Other current liabilities (short-term)	-1,796,722	-1,184,168
Deferred revenues	4,392,864	4,207,532
Tax provisions	272,938	344,488
Other provisions	0	0
Cash flow from business operations (1)	3,139,343	3,042,790

Cash flow from investing activities
Disbursements for the acquisition of tangible and intangible fixed assets	-87,638	-138,903
Receipts from the disposal of other financial assets	3,582,157	0
Disbursements for the acquisition of other financial assets	-128,551	-550,907
Receipts from interests/dividends	68,880	45,287
Cash flows generated from investing activities (2)	3,434,848	-644,523

Cash flow from financing activities
Income from the sale of treasury stock	0	41,050
Dividend payments	0	0
Cash flows from financing activities (3)	0	41,050
Changes in cash and equivalents – total of (1) to (3)	6,574,191	2,439,317
Cash and equivalents at the beginning of the period	15,117,296	20,691,419

Cash flow from investing activities

Cash flow from financing activities

Changes in cash and equivalents – total of (1) to (3)	6,574,191	2,439,317
Cash and equivalents at the beginning of the period	15,117,296	20,691,419
Cash and equivalents at the end of the period	21,691,487	23,130,736

CONSOLIDATED INCOME STATEMENT CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME CONSOLIDATED CASH FLOW STATEMENT

CONSOLIDATED INCOME STATEMENT FROM 01.01.2012 TO 31.03.2012

	Quarterly report		3-months report
EUR	01.01.2012 -31.03.2012	01.01.2011 -31.03.2011	01.01.2012 -31.03.2012	01.01.2011 -31.03.2011
Sales	7,836,170	7,848,480	7,836,170	7,848,480
Cost of sales	-2,225,349	-2,451,093	-2,225,349	-2,451,093
Gross profit on sales	5,610,821	5,397,387	5,610,821	5,397,387
Selling costs	-1,210,038	-1,258,292	-1,210,038	-1,258,292
Administration costs	-694,651	-614,810	-694,651	-614,810
Research and development costs	-1,753,522	-1,564,465	-1,753,522	-1,564,465
Other operating income	41,405	5,484	41,405	5,484
Other operating expenses	-27,219	-29,252	-27,219	-29,252
Operating profit (EBIT)	1,966,796	1,936,052	1,966,796	1,936,052
Interest and similar income	509,328	50,939	509,328	50,939
Interest and similar expenses	-149,910	-19,735	-149,910	-19,735
Earnings before taxes (EBT)	2,326,214	1,967,256	2,326,214	1,967,256
Taxes on income and earnings	-779,069	-630,090	-779,069	-630,090
Net income	1,547,145	1,337,166	1,547,145	1,337,166

Earnings per share (undiluted)	0.39	0.34	0.39	0.34
Earnings per share (diluted)	0.39	0.34	0.39	0.34

Average number of shares in circulation (undiluted)	3,976,568	3,972,179	3,976,568	3,972,179
Average number of shares in circulation (diluted)	3,976,568	3,976,568	3,976,568	3,976,568

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FROM 01.01.2012 TO 31.03.2012

EUR	01.01.2012 -31.03.2012	01.01.2011 -31.03.2011
Net income	1,547,145	1,337,166
Changes not recognized in profit and loss resulting from the sale/purchase of treasury stock	0	41,050
Changes not recognized in profit or loss resulting from available-for-sale financial assets	181,131	8,023
Income tax effects	-6,559	-2,646
Other income for the period after taxes	174,572	46,427
Comprehensive income after taxes	1,721,718	1,383,593

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY TO 31.03.2012

EUR	Subscribed capital	Capital reserve	Treasury stock	Equity deriving from unrealized profits/losses	Unappro priated net income	Total
As of 01.01.2010	4,025,667	-375,203	-376,284	0	14,296,435	17,570,615
Net income	0	0	0	0	1,337,166	1,337,166
Sale of treasury stock	0	-12,325	53,375	0	0	41,050
Purchase of treasury stock	0	0	0	0	0	0
Dividend	0	0	0	0	0	0
Other changes in equity	0	0	0	5,377	0	5,377
As of 30.09.2010	4,025,667	-387,528	-322,909	5,377	15,633,601	18,954,208

As of 01.01.2011	4,025,667	-387,528	-322,909	205,237	17,585,809	21,106,276
Net income	0	0	0	0	1,547,145	1,547,145
Withdrawal of treasury shares	-49,099	-273,810	322,909	0	0	0
Dividend	0	0	0	0	0	0
Other changes in equity	0	0	0	174,572	0	174,572

EUR	Subscribed capital	Capital reserve	Treasury stock	Equity deriving from unrealized profits/losses	Unappro priated net income	Total
As of 01.01.2010	4,025,667	-375,203	-376,284	0	14,296,435	17,570,615
Net income	0	0	0	0	1,337,166	1,337,166
Sale of treasury stock	0	-12,325	53,375	0	0	41,050
Purchase of treasury stock	0	0	0	0	0	0
Dividend	0	0	0	0	0	0
Other changes in equity	0	0	0	5,377	0	5,377
As of 30.09.2010	4,025,667	-387,528	-322,909	5,377	15,633,601	18,954,208

As of 01.01.2011	4,025,667	-387,528	-322,909	205,237	17,585,809	21,106,276
Net income	0	0	0	0	1,547,145	1,547,145
Withdrawal of treasury shares	-49,099	-273,810	322,909	0	0	0
Dividend	0	0	0	0	0	0
Other changes in equity	0	0	0	174,572	0	174,572
As of 30.09.2011	3,976,568	-661,338	0	379,809	19,132,954	22,827,993

One share represents 1 euro of subscribed capital.

Notes to the consolidated

financial statement

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 statement of comprehensive income, consolidated cash flow statement, a statement of changes in consolidated 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 to December 31, 2011.

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 quarterly financial statements accords with the true facts. This interim report has not undergone an auditors' inspection or statutory audit.

2. Reporting period

The present interim report was prepared to March 31, 2012 for the reporting period from January 1, 2012 to that date.

3. Currency

All figures are stated in euro. Amounts 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 March 31, 2012 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.

6. Treasury stock

In the first three months some 49,099 treasury shares were withdrawn, since the primary reason for holding these shares – namely to underpin the convertible bond program – is no longer applicable following the expiry of the program. The shares were withdrawn on the basis of a resolution adopted at the annual general meeting of ATOSS Software AG on May 3, 2011, which authorized the Board of Management to purchase shares in the company. Shares purchased on the basis of this and previous authorizations may be withdrawn without the need for a further resolution by the general meeting to approve either the withdrawal or the implementation thereof (Section 71, Para. 1, No. 8, Sentence 6 of the German Stock Corporation Act).

7. Sales

The company's sales were composed as follows:

EUR	01.01.2012 -31.03.2012	01.01.2011 -31.03.2011
Software licenses	1,655,587	1,651,531
Software maintenance	3,201,151	2,922,651
Total software	4,856,738	4,574,182
Consulting	2,238,204	2,121,896
Hardware	547,328	887,237
Others	193,900	265,165
Total Sales	7,836,170	7,848,480

The geographic breakdown of Sales was as follows:

EUR	01.01.2012 -31.03.2012	01.01.2011 -31.03.2011
Germany	7,019,260	7,093,774
Austria	383,162	471,136
Switzerland	146,779	147,895
German-speaking territories in total	7,549,201	7,712,805
Other countries	286,969	135,675
Total Sales	7,836,170	7,848,480

8. Personnel costs

The consolidated personnel costs to March 31, 2012 were composed as follows:

EUR	01.01.2012 -31.03.2012	01.01.2011 -31.03.2011
Wages and salaries	3,232,366	3,042,166
Social security contributions and expenditure on retirement pensions and welfare	637,908	624,570
Total personnel costs	3,870,274	3,666,736

9. Other operating income and expenses

In the first three months of the current financial year the company recorded other operating income in the amount of EUR 41,405 (previous year: EUR 5,484). This essentially comprised income resulting from the liquidation of provisions in the amount of EUR 25,063 (previous year: EUR 3.40), from a reduction in individual adjustment allowances in the amount of EUR 8,233 (previous year: EUR 0) and from exchange rate differentials in the amount of EUR 7,920 (previous year: EUR 4,955). The other operating expenses amounting to EUR 27,219 (previous year: EUR 29,252) were composed primarily of adjustment allowances in the amount of EUR 18,463 (previous year: EUR 0) and exchange rate differentials in the amount of EUR 8,379 (previous year: EUR 27,062).

10. Financial investment income and expenses

The company recorded income in the first three months of the current financial year in the amount of EUR 509,328 (previous year: EUR 50,939) from financial investments. This comprised profits from the sale of financial assets in the amount of EUR 334,823 (previous year: EUR 0), income from write-ups on financial assets in the amount of EUR 105,625 (previous year: EUR 0), as well as interest income in the amount of EUR 50,496 (previous year: EUR 45,287) and dividends received in the amount of EUR 18,384 (previous year: EUR 0).

The company also recorded expenses amounting as of March 31, 2012 to EUR 149,910 (previous year: EUR 19,735). These comprised write-downs on financial assets in the amount of EUR 115,362 (previous year: EUR 0) resulting from intra-year valuations to March 31, 2012 and interest costs incurred in connection with pension provisions in the amount of EUR 34,548 (previous year: EUR 18,968).

11. Tax charge

Consolidated tax expenses to March 31, 2012 were comprised as follows:

EUR	01.01.2012 -31.03.2012	01.01.2011 -31.03.2011
Eearnings before taxes (EBT)	2,326,214	1,967,256
Expected tax charge (2012: 32.60%, 2011: 32.98%)	-758,346	-648,801
Non-deductible operating expenses	-2,667	-2,599
Permanent differences resulting from balance sheet differentials	-37,608	0
Differences in tax rates at consolidated companies	19,552	21,310
Actual Group tax charge	-779,069	-630,090

12. Earnings per share

The figure for earnings per share is arrived at by dividing the net income in the amount of EUR 1,547,145 by the weighted average number of shares outstanding. Between January 1 and March 31, 2012 there were an average of 3,976,568 shares in circulation. Thus earnings per share for this period amounted to EUR 0.39, in comparison with EUR 0.34 in the first three months of the preceding year.

In order to calculate diluted earnings per share, the net income must be adjusted to allow for the interest cost relating to convertible bonds in the amount of EUR 0 (previous year: EUR 22). In addition the average number of shares outstanding is increased with the inclusion of shares potentially issued as a result of convertible bonds. Between January 1 and March 31, 2012 there were no convertible bonds in circulation. Thus the diluted earnings per share for this period amounted to EUR 0.39, in comparison with EUR 0.34 in the preceding year.

13. Segment reporting

The company has only one uniform business segment which comprises the creation, sale and implementation of software solutions directed towards the efficient deployment of personnel.

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. 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 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 of all sizes in all industries.

ATOSS Time Control (ATC):

ATC offers a software solution to time and attendance 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 in association with standard SQL databases and is particularly user-friendly and convenient for small to mediumsized customers as well as large decentralized organizations.

EUR	01.01.2012 -31.03.2012	01.01.2011 -31.03.2011
Sales
ATOSS Staff Efficiency Suite (ASES) and ATOSS Startup Edition (ASE)	7,181,205	7,222,062
ATOSS Time Control (ATC)	654,965	626,418
Total sales	7,836,170	7,848,480

Operating profit (EBIT)
ATOSS Staff Efficiency Suite (ASES) and ATOSS Startup Edition (ASE)	1,862,884	1,790,334
ATOSS Time Control (ATC)	103,912	145,718
Total operating profit (EBIT)	1,966,796	1,936,052

14. Employees

On March 31, 2012 the company had 265 employees.

	01.01.2012 -31.03.2012	01.01.2011 -31.03.2011
Development	118	107
Consulting	72	71
Sales and marketing	35	36
Administration	40	39
Total	265	253

15. Board of Management

The members of the Board of Management are:

ndreas F.J. Obereder
hristof Leiber

Andreas F.J. Obereder	Chief Executive Officer
Christof Leiber	Executive Board

16. Supervisory Board

The members of the Supervisory Board are:

Peter Kirn	Chairman
Rolf Baron Vielhauer von Hohenhau	Deputy Chairman
Richard Hauser	Member of the Supervisory Board

17. Board member shareholdings

On the reporting date of March 31, 2012 board members held the following numbers of ATOSS shares:

EUR	31.03.2012	31.12.2011	30.09.2011	30.06.2011	31.03.2011
Andreas F.J. Obereder	1,988,285	1,981,184	1,981,184	1,981,184	1,981,184
Peter Kirn	14,760	19,760	19,760	19,760	19,760

18. Notifiable participating interests

In the first three months of financial year 2012 the company received the following notifications regarding changes in participating interests pursuant to Sections 21 ff. of the German Securities Trading Act:

On January 30, 2012 the share in voting rights held by Mr. Andreas Obereder of Germany exceeded 50% of nominal capital. His holding at that time amounted to 50.0000025%.

On January 27, 2012 the share in voting rights held by MainFirst SICAV of Luxembourg exceeded 5% of nominal capital. Its holding at that time amounted to 5.06%.

On March 13, 2012 the threshold of 3 percent of voting rights was exceeded with the purchase of shares by Investmentaktiengesellschaft für langfristige Investoren TGV of Germany. Its holding at that time amounted to 3.93 percent. On March 15, 2012 the proportion of 5 percent of voting rights was exceeded with the purchase of further shares by this company whose holding at this time amounted to 5.83 percent.

On March 13, 2012 Universal Investment of Germany reduced its holding below the voting rights threshold of 3 percent of nominal capital through the sale of shares. Its holding at that time amounted to 2.32 percent.

On March 21, 2012 the threshold of 3 percent of voting rights was exceeded with the purchase of shares by IFM Independent Fund Management AG of Liechtenstein. Its holding at that time amounted to 3.27 percent.

19. Business transactions with closely related persons

The wife of the Chief Executive Officer provides services to the company. In the first three months of the financial year 2012 the value of these services amounted to EUR 2,236 (previous year: EUR 1,872).

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

20. Events after the reporting period

In April 2012 the company purchased physical gold in the amount of EUR 5.0 million.

There have been no further reportable events of particular significance since March 31, 2012.

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.

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 forwardlooking 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.

Declaration by the Legal Representatives Disclaimer

Munich, May 16, 2012

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

of Management

Corporate Calendar

July 23, 2012 Press Release six months' statement
------------------------------------------------------

August13, 2012 Publication six months' statement
October 22, 2012 Press Release nine months' statement

November 15, 2012 Publication nine months' statement

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

ATOSS Software AG Investor Relations Christof Leiber Fon +49.89.4 27 71 - 0 Fax +49.89.4 27 71 - 100 [email protected]

PHOTOGRAPHY ATOSS Software AG Customers of ATOSS Software AG P. 20: MPREIS / Simon Rainer

Imprint

OTHER OFFICES

Düsseldorf Fon +49.21 50.9 65 - 0

Frankfurt

Fon +49.69.13 82 43 - 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 Munich Fon +49.89.4 27 71- 0 Fax +49.89.4 27 71- 100

[email protected] www.atoss.com