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Beta Systems Software AG

Quarterly Report May 6, 2009

4584_10-q_2009-05-06_2dbd81a6-81d0-47d1-8705-c6fae09dc181.pdf

Quarterly Report

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TABLE OF CONTENTS

I. REPORT ON THE FIRST QUARTER OF 2009 3
II. INTERIM MANAGEMENT REPORT 5
1. Foreword 5
2. Report on the Financial Performance, Assets and Financial Position 6
3. Outlook 12
4. Opportunities and Risk Report 12
5. Report on Material Transactions with related Parties 12
6. Events after the Balance Sheet Date 13
III. CONSOLIDATED INTERIM FINANCIAL STATEMENTS
AS AT MARCH 31, 2009 14
1. Consolidated Statement of Income 14
1. Consolidated Statement of Income 14
2. Consolidated Statement of Financial Position 15
3. Consolidated Statement of Cash Flows 16
4. Consolidated Statement of Changes in Shareholders' Equity 17
5. Notes to the Consolidated Interim Financial Statements (unaudited) 18

IV. DISCLOSURE OF DIRECTORS' HOLDINGS 32

V. CONTACT 33

I. REPORT ON THE FIRST QUARTER OF 2009

  • Revenues advance 1.6 % to € 20.3 million (Q1/2008: € 20.0 million)
  • Double-digit growth rates in the software license and services business
  • Earnings before interest and tax (EBIT) reaches breakeven as early as the first quarter

Beta Systems Software AG (BSS, ISIN DE0005224406) reached breakeven by the first quarter of 2009 in terms of EBIT, as compared with a loss of € -0.6 million in the first quarter of 2008. This good quarterly result marks the continuation of the Company's positive performance, with an upbeat start to the year 2009. Counter to the general trend in the market, the Berlin-based software supplier raised its high-margin business with software licenses and services in the double-digit range by 15.6% to € 5.8 million (Q1/2008: € 5.1 million) and 25.7% to € 3.8 million (Q1/2008: € 3.0 million) respectively in the first three months of the current fiscal year. Maintenance revenues came in at € 10.0 million, virtually unchanged from the previous year's level (Q1/2008: € 10.1 million). Revenues generated by business with scanner hardware fell due to seasonal influences to € 0.7 million (Q1/2008: € 1.9 million). As a result, total revenues rose marginally by 1.6% to € 20.3 million (Q1/2008: € 20.0 million).

Other Key Financial Data for Q1/2009 at a Glance:

  • EBITDA (earnings before interest, tax, depreciation and amortization) doubled to € 1.0 million
  • The cash flow from operating activities, which posted € 10.7 million, remained at a consistently high level (Q1/2008: € 12.4 million)
  • The result for the period (after tax) stood at € -0.1 million and € -0.01 per share (Q1/2008: € -0.6 million and € -0.04 per share)

Statement by the Management Board and Outlook

"Achieving EBIT breakeven by the first quarter of 2009 is an extremely positive signal which indicates how strong and robust our business model is, particularly against the background of the currently tense situation in the global IT market. Owing to the seasonal nature of our business, as reflected by revenues, this has only been achieved once in the history of our company", explained Kamyar Niroumand, Chief Executive Officer of Beta Systems Software AG, and added: "There was a notable increase in the demand of our customers for security and compliance/GRC products as well as automated solutions."

The Management Board adheres to its forecast made at the start of the fiscal year.

Key Operational Highlights

  • Price Performance of the Beta Systems Share
  • Beta Systems takes over the DETEC Group
  • Analyst report on provisioning assesses Beta Systems positively
  • Beta Systems and ipg AG cooperate in Identity Management
  • Software by Beta Systems receives SAP certification for SAP NetWeaver

Price Performance of the Beta Systems Share

The price of the Beta share started off on January 2, 2009, at € 2.19 and stood at € 2.00 on March 31, 2009 (opening and closing price in Xetra). In the first three months of 2009, neither information by the Company nor analyses nor the release of the very positive financial data for the year 2008 were able to stimulate the share price. Moreover, the trading volume at the start of the year 2009 was low.

Beta Systems takes over the DETEC Group

With effect from January 1, 2009, Beta Systems Software AG assumed economic control over DETEC Decision Technology Software GmbH and DSP DETEC Software Products GmbH, both companies based in Rüsselheim, and included these companies in the group of consolidated companies with effect from 2009.

The Management Board and Supervisory Board of Beta Systems as well as shareholders and the management of the DETEC companies agreed the key points of the intended acquisition in December 2008 and signed a purchase agreement. Both DETEC companies will retain their independency and will be managed by an extended Management Board.

The DETEC portfolio comprises products in the Output Management business which produce optically high-quality and aesthetic documents through the formatting of output data. The products and the employees involved in their development, sale and distribution and service are to be managed as an independent unit and product line and be assigned to the DCI/IdM Line of Business (LoB).

Analyst report on provisioning assesses Beta Systems positively

Beta Systems Software AG has been commended for a number of features in a new, detailed Report 1 on the worldwide provisioning market. The author of the report is the Burton Group, one of the leading IT research and consultancy companies. According to this report, Beta Systems ranks among the leading suppliers in the European market. The report describes the strong market position of the company in the financial services sector. Beta Systems is one of only two companies to offer a comprehensive solution for role engineering. According to the Burton Group's report, the efficient administration of roles and the associated resources at companies with provisioning projects is to be accorded highest priority.

Beta Systems and ipg AG cooperate in Identity Management

Beta Systems Software AG and the Swiss company ipg AG – information process group - have

agreed to cooperate closely in the future. Beta Systems will be using ipg AG's rolmine® Engine in its role-based rights administration business. Beta Systems has therefore opted for the technological leadership of this solution in the market and offers considerable relief to major customers with large numbers of users in the area of Security Administration and role management.

Software by Beta Systems receives SAP certification for SAP NetWeaver

Beta Systems Software AG has been awarded the 'SAP Certified - Integration with SAP NetWeaver' certification for its job management software Beta 48 Version 4.3. Integration is carried out by way of the BC-XBP 7.0 interface which links up SAP background jobs via an external job management system. Beta 48 V4.3. is the first Beta Systems software to be certified for integration into SAP NetWeaver 7.0 and supports the numerous new batch functions offered by SAP NetWeaver.

II. INTERIM MANAGEMENT REPORT

1. Foreword

Beta Systems Software AG has drawn up this Interim Management Report on the Parent Company and the Group as at March 31, 2009, in accordance with the legal requirements. The reporting period covers the first three months of 2009. The Interim Management Report is to be read in conjunction with the Interim Consolidated Financial Statements as at March 31, 2009.

All forward-looking statements relate to the period up until December 31, 2009. In observance of the legal provisions, this Interim Management Report is not an instrument of information in its own right but constitutes material changes to the statements made in the Combined Management Report on the Group and the Parent Company as per December 31, 2008, and must therefore be read in connection with the latter. In respect of the forward looking statements, these are also an update on those made on December 31, 2008.

The following information pertains to the consolidated results of the Beta Systems Group. Segment reporting has been carried out in accordance with the structure of the Company and is divided into the following business segments: Data Center Infrastructure (DCI), Identity Management (IdM) and Enterprise Content Management (ECM).

All amounts cited in the Interim Management Report and information derived therefrom (e.g. percentage figures) are figures fully rounded up to thousands of euros as presented in the Interim Consolidated Financial Statements.

The Interim Consolidated Financial Statements as at March 31, 2009, and the Interim Report on the Parent Company and the Group were neither audited by an external auditor nor were they subject to a review by an external auditor.

2. Report on the Financial Performance, Assets and Financial Position

2.1. Financial Performance of the Beta Systems Group

Development of Revenues

As a supplier of complex IT solutions, Beta Systems generates revenues from the components of software licenses, maintenance and services. An additional source of revenue comes from hardware in the form of scanner systems.

Despite the protracted global crisis in the capital and financial markets, demand in the core market of Europe came primarily from the banking and insurance sectors. The persistently difficult economic situation nonetheless harbors opportunities for the products and solutions of Beta Systems. On the customer front, for instance, the process of consolidation in the financial services sector is accelerating and, at the same time, exerting pressure on them to reduce costs in this sector. For this reason, as well as because of the new pan-European laws and directives with more stringent compliance requirements, our customer companies must continue to optimize their IT processes and make them more secure. In this process, they can draw on the support of the software solutions in Beta Systems' portfolio. Alongside tried-and-tested standard products, the product range comprises new products acquired in the context of acquisitions or technology transfer. In the first three months of 2009, the companies of the Beta Systems Group signed a series of contracts worldwide with renowned customers in all of its three business segments. In the infrastructure business (DCI and IdM LoBs), contracts were signed with major banks, IT and transaction service providers, including Drei Banken EDV (IT service provider, Austria). Among others, a new contract was signed in the ECM segment with Commercial Banks Nigeria (financial services provider, Nigeria) in the first three months of 2009.

Development of Revenues Amounts in T€

In the first quarter of 2009, total revenues climbed 1.6% to € 20.3 million (Q1/2008: € 20.0 million).

High-margin revenues with software licenses rose by 15.6% to € 5.8 million in the first quarter of 2009 (Q1/2008: € 5.1 million), boosted by the significantly higher license revenues of the DCI LoB (Line of Business). Factors which contributed equally to this development were an increase in software revenues from traditional core products and higher revenues generated by the products of SI Software Innovation GmbH and DETEC Group acquired in 2008 and 2009 respectively.

The hardware business with scanners fell to € 0.7 million in the first quarter of 2009 in line with expectations (Q1/2008: € 1.9 million). The higher level of revenues seen in the first quarter of 2008 resulted from the realization of a number of larger-volume new system contracts which were not repeated.

Maintenance revenues continue to be a stable component of the business model, strengthened by recently made acquisitions. They posted € 10.0 million in the first quarter of 2009, thus virtually unchanged from the previous year's level (Q1/2008: € 10.1 million).

In the Services business, quarterly revenues rose sharply by 25.7%, primarily on the back of the improved order book of the IdM LoB, to € 3.8 million (Q1/2008: € 3.0 million).

Development of Gross Profit

In the first quarter of 2009, the cost of revenues rose, as compared with the previous year, from € 8.9 million to € 9.7 million due to higher personnel costs incurred as part of the acquisition of the DETEC Group.

As a result, gross profit fell to € 10.6 million in the first three months of 2009 (Q1/2008: € 11.2 million).

Development of Costs and Expenses Amounts in T€

Operating expenses declined 8.9% to € 10.7 million in the first quarter of 2009 (Q1/2008: € 11.7 million), mainly owing to a reduction in selling expenses.

Selling expenses decreased 13.3% to € 4.9 million in the first three months of 2009 as against the previous years period (Q1/2008: € 5.7 million). This development is mainly due to the reduction in the ECM LoB's external selling costs.

General administrative expenses, which posted € 2.2 million, remained constant for the most part in the first quarter of 2009 (Q1/2008: € 2.1 million).

Research and development expenses stood at € 3.7 million in the first quarter of 2009, also virtually unchanged from the previous year's level (Q1/2008: € 3.8 million).

Measured against revenues, operating expenses had fallen to 52.5% by the end of the first three months of 2009 (Q1/2008: 58.6%).

EBIT, defined as the operating result including Sundry income and Other expenses, improved significantly to € 0.0 million, up from € -0.6 million in 2008.

EBITDA, which is EBIT plus depreciation and amortization, also improved notably to € 1.0 million (Q1/2008: € 0.5 million).

The finance result dropped from € 0.2 million to € 0.0 million in the first quarter of 2009. The positive finance result in the first quarter of 2008 was the result of non-cash effects from the discounting of receivables.

The result before income taxes had improved to € -0.1 million by the end of the first three months of 2009 (Q1/2008: € -0.4 million).

Given a tax rate of 11.4%, income taxes came to T€ -10 at the end of the first quarter of 2009, a decline in tax revenues which tallies with the development of the pre-tax result.

Accordingly, the result after income taxes for the three-months period posted € -0.1 million as compared with the year-earlier figure of € -0.6 million.

Earnings per share therefore improved to € -0.01 (Q1/2008: € -0.04), and the weighted average number of shares outstanding at the end of the first three months of 2009 came to 13,168,304 shares.

Performance of the Business Segments Amounts in T€

At the end of the first three months of 2009, revenues generated by the DCI segment had risen 10.0%, from € 8.0 million to € 8.9 million, in a year-on-year comparison. The segment thus held the previous year's revenue level and was able to build on it with a revenue contribution of € 0.9 million through the acquisition of DETEC Group. Operating profit stood at € 3.2 million, thus falling slightly short of the previous year's figure (Q1/2008: € 3.4 million).

The IdM segment had raised revenues by 13.9%, to € 2.3 million up from € 2.0 million, by the end of the first quarter of 2009, a development attributable to the higher volume of license business in Western Europe and an increase in service revenues. The segment result, which posted € 0.1 million, was positive as compared with the previous year's quarter (Q1/2008: € -0.2 million).

The revenues of the ECM segment, which came to € 9.3 million (Q1/2008: € 10.0 million), recorded a downturn as against the previous year's quarter due to the lower volume of project business and caused a decline the result which came in at € 1.6 million as compared with € 2.0 million at the end of the first three months of 2008.

Human Resource Development

At the end of the first quarter of 2009, the number of employees in the Beta Systems Group had climbed to 668, up from the year-earlier figure of 629. This figure includes 31 employees from DETEC Group which was purchased in the first quarter of 2009. Adjusted for this acquisition, employee numbers have risen by 8 persons.

2.2. Asset and Financial Position of the Beta Systems Group Amounts in T€

As per March 31, 2009, total assets had climbed to € 77.5 million owing to reporting date-related effects (December 31, 2008: € 71.0 million).

On March 31, 2009, Beta Systems disclosed cash amounting to € 7.3 million compared with € 1.8 million on December 31, 2008. This increase resulted from the high level of cash flow from operating activities (€ 10.7 million) and borrowing in the form of a long-term loan (€ 1.0 million) in the context of the takeover of the DETEC Group and, by reverse, from the repayment of short-term finance (€ -6.1 million). For a detailed development of cash and cash equivalents, please see the Consolidated Statement of Cash Flows.

The cash flow from operating activities declined to € 10.7 million (Q1/2008: € 12.4 million).

The cash flow used in investing activities dropped from € -2.7 million to € 0.1 million owing to the fact that € 1.5 million of the total amount of € 4.8 million of the purchase price for the acquisition of the DETEC Group was paid in the first quarter of 2009 in accordance with the payment schedule. By contrast, Beta Systems assumed cash and cash equivalents of € 1.7 million from the first-time consolidation of the company. Including payment of € 1.5 million already made in December 2008, the amount of the purchase price obligation still outstanding as per the reporting date comes to € 1.8 million.

The cash flow used in finance activities came to € -5.3 million at the end of the first three months of 2009 (Q1/2008: € -7.2 million) and includes the repayment of short-term borrowings in an amount of € -6.1 million as well as new long-term borrowings of € 1.0 million.

On the reporting date, trade receivables had fallen from € 38.3 million as per December 31, 2008, to € 31.7 million as per March 31, 2009, and work in process project orders (POC), minus project related advances received, had risen to € 5.7 million (December 31, 2008: € 4.7 million).

In the wake of the DETEC acquisition, the goodwill had climbed from € 2.0 million on December 31, 2008, to € 4.9 million by March 31, 2009.

Other intangible assets rose from € 2.5 million to € 3.3 million, also owing to taking over DETEC's customer base.

Acquired software product rights advanced from € 2.4 million to € 3.2 million, augmented by the rights purchased for DETEC's Software LaserSoft/DoXite in an amount of € 1.2 million.

By March 31, 2009, short-term finance had declined from € 7.5 million on December 31, 2008, to € 1.5 million owing to the scheduled repayment of credit lines.

Deferred income climbed to € 16.2 million owing to reporting date-related effects (December 31, 2008: € 6.9 million) and included maintenance revenues invoiced at the start of the year for the corresponding provision of services and recognition of revenues in the course of the year in accordance with the accruals concept.

Other current liabilities advanced to € 11.3 million, up from € 8.4 million, mainly due to purchase price obligations of € 1.8 million relating to the acquisition.

Long-term borrowings increased from € 1.3 million to € 2.1 million due, on the one hand, to a loan of € 1.0 million taken out for the acquisition and, as a counter effect, the repayment of loans in an amount of € 0.2 million.

Owing to the DETEC acquisition, deferred taxes had risen from € 8.8 million on December 31, 2008, to € 9.4 million by March 31, 2009.

On March 31, 2009, shareholders' equity posted € 28.5 million (December 31, 2008: € 28.6 million). The equity ratio stood at 36.8% as against 40.3% at year-end 2008.

3. Outlook

In respect of the end of the fiscal year 2009, the Management Board confirms its outlook as per December 31, 2008 published in its Combined Management Report on the Group and the Parent Company.

4. Opportunities and Risk Report

The opportunities and risk report is an update of the assumptions made in the Combined Management Report on the Group and the Parent Company as per December 31, 2008. The report is therefore to be read in conjunction with these statements. Major changes in the current fiscal year have occurred in relation to the following opportunities and risks:

Market and Product Portfolio

With its "Beta 4Agility" growth program, initiated in the second quarter of 2007, Beta Systems is taking the opportunity of improving its market position on a sustained basis with the aim of releasing additional revenue and earnings potential through an improved and market-oriented product and solution offer and an enhanced uniform presence in the market. This incurs the customary risks identified in the last Combined Management Report on the Group and the Parent Company associated with introducing new products in the market.

Dependency on Qualified Personnel

The success of the Company is dependent to a great extent on having qualified employees and available specialized knowledge. Accordingly, preventing highly qualified employees from leaving the Company and winning additional new personnel is a decisive factor for its future earnings, financial and asset position. The current dearth of qualified personnel on the labor market incurs a risk that positions become vacant through fluctuation or created by the growth of the Company cannot be filled with suitable personnel – or only with a delay.

Current Situation on the International Financial Markets

The persistently tense situation in the international financial markets is accelerating the consolidation process in the financial services sector and, at the same time, causing mounting pressure on participants in this sector to cut costs. On the one hand, this trend favors the sale of the new software solutions of Beta Systems which are focused on adjusting business processes, IT systems and organization as part of consolidation. On the other, however, there is the risk that, in the short term, investments may be shelved owing to liquidity and finance shortfalls.

5. Report on Material Transactions with related Parties

Material transactions with related parties did not take place during the reporting period.

6. Events after the Balance Sheet Date

Termination of the Shareholders' Compensation Claim

The Shareholders' Compensation Claim court case, lodged with the District Court of Munich I, concerning additional cash payment in connection with the business combination of Kleindienst Datentechnik AG with Beta Systems Software AG, was terminated by way of settlement upon the service of the record of court proceedings on April 1, 2009. The settlement was published on April 17, 2009, in the German Electronic Federal Gazette as well as in the Börsen-Zeitung (German financial newspaper). This draft of this settlement was approved by the required majority at the Annual General Meeting of Shareholders of Beta Systems held on May 23, 2007. Accordingly, additional payment comes to a total of T€ 431 and has no effect on net income but is to be capitalized as goodwill. The payment bears no interest.

Berlin, in May 2009

Kamyar Niroumand Gernot Sagl

Chief Executive Officer Chief Financial Officer

Financial Statements/Disclaimer

This Quarterly Report contains forward-looking statements which are based on assumptions and estimates made by the management of Beta Systems Software AG. Although the expectations inherent in these forward-looking statements are assumed to be realistic, no guarantee can be undertaken that these expectations prove to be correct. The assumptions may harbor risks and uncertainties which may lead to actual results diverging significantly from the forward-looking statements. The factors which may cause such divergence have been described in the Outlook report of the Combined Management Report on the Group and the Parent Company 2008 and elsewhere. An update of these forward-looking statements by Beta Systems is neither planned nor does management undertake any obligation to do so. All company, product and service brand names and logos used here are the property of the respective company.

III. BETA SYSTEMS SOFTWARE AG AND SUBSIDIARIES CONSOLIDATED INTERIM FINANCIAL STATEMENTS AS AT MARCH 31, 2009 (UNAUDITED)

CONSOLIDATED STATEMENT OF INCOME
(Thousand €, except share data in € viz. in number of shares) Q1/2008
(unaudited)
Q1/2009
(unaudited)
Revenues 20,004 20,324
Product Licenses 5,056 5,843
Hardware
Maintenance
1,867
10,077
675
10,031
Services 3,004 3,775
Cost of Revenues 8,853 9,704
Gross Profit 11,151 10,620
Operating Expenses 11,715 10,670
Selling Expenses 5,679 4,923
General Administrative Expenses 2,147 2,214
Research and Development Expenses 3,776 3,654
Sundry Income (134) (282)
Other Expenses 247 161
Operating Result (564) (50)
Finance Result 183 (38)
Interest Income 241 32
Interest Expenses (58) (70)
Result before Income Taxes (381) (88)
Income Taxes (199) (10)
Loss for the Fiscal Period (580) (98)
Earnings per Ordinary Share
Basic and Diluted (0.04) (0.01)
Weighted Average Number of Shares Outstanding used to
compute Earnings per Ordinary Share
Basic and Diluted 13,168,304 13,168,304

See accompanying Notes to the Consolidated Financial Statements

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
-- ---------------------------------------------- --
(Thousand €) 12.31.2008
(audited)
03.31.2009
(unaudited)
Current Assets 52,810 54,731
Cash 1,822 7,346
Trade Receivables 38,317 31,731
Work in Process Project Orders (POC) 4,676 5,691
Inventories 3,323 3,886
Other Current Assets 4.557 5,866
Current Income Taxes 115 211
Non-Current Assets 18,170 22,727
Property, Plant & Equipment 3,197 3,058
Goodwill 2,029 4,927
Other Intangible Assets 2,490 3,278
Acquired Software Product Rights 2,408 3,190
Deferred Tax Assets 7,295 7,478
Other Non-Current Assets 751 796
Total Assets 70,980 77,458
Current Liabilities 28,650 33,796
Short-Term Finance and Finance Leasing 7,545 1,453
Trade Payables
Deferred Income
5,702
6,876
4,847
16,217
Advance Payments Received (POC) 160 -
Other Current Liabilties 8,367 11,279
Non-Current Liabilities 13,743 15,147
Long-Term Borrowings 1,250 2,063
Employee Benefits 2,922 2,899
Deferred Tax Liabilities 8,812 9,426
Other Non-Current Liabilities 759 759
Total Liabilities 42,393 48,943
Shareholders' Equity 28,587 28,515
Share Capital 17,276 17,276
Capital Reserve
Retained Losses
10,709
(145)
10,709
(243)
Other Comprehensive Income 1,166 1,192
Treasury Shares (419) (419)
Total Liabilities and Shareholders' Equity 70,980 77,458

See accompanying Notes to the Consolidated Financial Statements

CONSOLIDATED STATEMENT OF CASH FLOWS
(Thousand €) Q1/2008
(unaudited)
Q1/2009
(unaudited)
Net Cash from Operating Activities 12,362 10,743
Loss for the Fiscal Period
Reconcilation from Loss for the Fiscal Period to
Net Cash from Operating Activities:
(580) (98)
Depreciation and Amortization 1,039 1,040
(Gain) Loss on the Disposal of Property, Plant & Equipment, net (9) -
Finance Result, net (183) 38
Current Tax (Benefit) Expenses 183 (163)
Deferred Tax (Benefit) 16 (174)
Income Taxes Paid (294) 163
Foreign Currency Gains (Losses), net
Changes in Assets and Liabilities:
189 -
-
Decrease in Trade Receivables
4,216 5,571
-
Increase (Decrease) in Trade Payables
143 (855)
-
Increase (Decrease) in Deferred Revenues
11,374 8,522
-
Changes in other Assets and Liabilities
(3,732) (3,301)
Net Cash used in Investing Activities (2,690) 104
Acquisition of Property, Plant & Equipment
Interest Received
Cash Paid for Investments, net of Acquired Cash
(103)
23
(2,610)
(164)
32
236
Net Cash used in Financing Activities (7,188) (5,349)
Repayment of Short-Term Finance and Finance Leasing (7,136) (6,092)
Receipt of Payment from Constituting of Long-Term Borrowings - 1,000
Repayment of Long-Term Borrowings - (187)
Interest Paid (52) (70)
Increase in Cash 2,484 5,498
Effect of Exchange Rate Fluctuations on Cash (36) 26
Cash at the Beginning of the Year 3,176 1,822
Cash at the End of the Fisal Period 5,624 7,346

See accompanying Notes to the Consolidated Financial Statements

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
Q1/2009 (unaudited) Ordinary Shares
Number of
Value Capital Retained Other Net Income (Loss)
including Other
Treasury Shares
Number of
Value Shareholders'
Total
(Thousand E, except share data in number of shares) Shares Reserve Earnings Comprehensive Comprehensive Ordinary Equity
Balance at January 1, 2008 13,288,914 0.709 (4, 950) 097 20,610 419
Net Profit for the Year 4,805 4,805 1,805
Other Comprehensive Loss, net of Tax Effects
Currency Translation Adjustments
89 8
Net Profit for the Year, including Other Comprehensive Loss
Other Comprehensive Loss
8
4,874
69
Balance as at December 31, 2008 145) 166 20.610 8.587
Net Loss for the Fiscal Period 8 8 (98)
Other Comprehensive Loss, net of Tax Effects
Currency Translation Adjustments
88 ଞ୍ଚ $ z $
Net Loss for the Fiscal Period, including Other Comprehensive Loss
Other Comprehensive Loss
$\mathbb{R}$ 26
Balance as at March 31, 2009 13,288.914 10.709 (243) 192 120,610 (419) 28.515

BETA SYSTEMS SOFTWARE AG AND SUBSIDIARIES NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS AS AT MARCH 31, 2009 (UNAUDITED)

GENERAL INFORMATION

Beta Systems Software AG with registered office in Germany comprises together with its subsidiaries, the Group ("Beta Systems" or "the Company") for which the subsequent Consolidated Interim Financial Statements for the fiscal period to March 31, 2009 were compiled in accordance with IFRS standards.

The Company's principal place of business is located at Alt-Moabit 90d, D-10559 Berlin, Germany. The subsidiaries are located in Europe, Africa and North America.

Description of the Business Operations

The Company develops, distributes, implements and supports high-class automation software products and -solutions for the safe and efficient processing of large data volumes for use by enterprises, public administration as well as industry- and trade organizations for application on mainframe computers and other hardware in Mainframe-, Unix-, Linux- and Windows environments.

The Company's products are designed to increase the productivity of voluminous data processing transactions in data centers by means of the cost saving automation of manual tasks and the qualitative optimization of the use of hardware resources.

The software products and -solutions of the Lines of Business ("LoBs") Data Center Infrastructure ("DCI"), Identity Management ("IdM") and Enterprise Content Management ("ECM") of Beta Systems support the Company's customers in the automation, safeguarding and transparency of their IT supported business processes.

Statement of Compliance

The Consolidated Interim Financial Statements was prepared in compliance with the International Financial Reporting Standards (IFRS), as they are required to be applied within the European Union, particularly IAS 34 for interim financial reports. Accordingly they do not include all of the information and notes required by the International Financial Reporting Standards (IFRS) for Consolidated Annual Financial Statements, and should be read in conjunction with the Annual Consolidated Financial Statements for the fiscal year 2008 and footnotes thereto.

In the opinion of the Management Board, all adjustments considered necessary for a fair presentation (normal recurring provisions) are included. The results for the period to March 31, 2009 are not necessarily indicative of the results which may be expected for the entire fiscal year 2009.

ACQUISITION OF DETEC GROUP, RÜSSELSHEIM

With effect as of January 1, 2009 Beta Systems Software AG has acquired 100% of the shares in DETEC Decision Technology Software GmbH ("DETEC GmbH") and DSP DETEC Software Products GmbH, Rüsselsheim ("DESP GmbH").

DETEC's portfolio comprises products to generate optically high-quality and sophisticated documents in the output management area through the formatting of output data. The core DETEC product, Lasersoft/DoXite, formats graphical documents from data, texts and layouts. The section is allocated to the business segment DCI.

The purchase price amounts to T€ 4,782.

The acquisition date for purposes of initial consolidation was determined to be January 1, 2009. The allocation of the purchase price detailed in the following table is provisional, as current efforts to determine the market values of certain own-produced intangible assets had not been concluded at balance sheet date. Future adjustments to the purchase price allocation will be carried out in accordance with IFRS 3 within 12 months after the date of acquisition and recognized with retrospective effect from such date:

Purchase Price Allocation, in T€ Book Value Revalution Market Value
Goodwill - 2,897 2,897
Product Rights - 1,181 1,181
Customer Base - 983 983
Deferred Tax Liabilities - (649) (649)
Cash 1,736 - 1,736
Property, Plant & Equipment 144 - 144
Other Current Receivables and Liabilities (440) - (440)
Deferred Income (1,070) - (1,070)
Net Assets, including Goodwill 370 4,412 4,782

DETEC-Group, Rüsselsheim

The value of the goodwill is the result of a number of factors, such as the value of the core workforce and synergies in the area of sales and distribution. In the reporting period, the DETEC companies contributed revenues of T€ 851 and a result of T€ -92 to the consolidated result.

ACCOUNTING POLICIES AND VALUATION METHODS

The same financial reporting principles and measurements as were used in the Consolidated Annual Financial Statements as at December 31, 2008 were applied in the Consolidated Interim Financial Statements as at March 31, 2009.

The Consolidated Financial Statements were in principal prepared on the historical cost basis, and for the following financial and non-financial assets and liabilities on the basis of their fair value:

  • Cash
  • Trade Receivables and Trade Payables
  • Short-Term Finance and Finance Leasing
  • Long-Term Borrowings
  • Derivative Financial Instruments

The methods and assumptions used in determining fair values are discussed under the heading "Accounting Policies and Valuation Methods" in the notes specific to these assets and liabilities.

The accounting policies and valuation methods set out below were applied consistently to all periods presented in the Consolidated Financial Statements and by all Group entities.

Functional Currency

The Consolidated Financial Statements are prepared in euro thousand (T€). All amounts are commercially rounded to full T€. The euro is the parent company's functional currency. Due to the utilization of electronic data processing devices differences in the addition of rounded values and percentages may arise.

Use of Accounting Estimates and Discretionary Decisions

The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent amounts at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Subsequent actual results could differ from those estimates.

Basis of Consolidation and Consolidation Methods

Beta Systems Software AG is the Parent Company. All companies which are subject to a controlling interest by the Parent Company ("subsidiaries") were included in the Consolidated Interim Financial Statements by means of full consolidation. A controlling influence exists when a parent company is in the position to influence, directly or indirectly, the financial and business policies of the company.

The financial statements of the fully consolidated companies included in the Consolidated Interim Financial Statements are based on the same accounting policies and valuation methods. Intercompany revenues and expenses, accounts receivable, accounts payable, inter-company operating results and inter-company dividend payments were eliminated.

Revenue Recognition

Software license revenue, consisting of new product licenses and CPU upgrades, is recognized when persuasive evidence of an arrangement exists, when delivery of the software has occurred and the execution key has been provided, the fee is fixed or determinable and receipt of payment is probable. When a licensing agreement includes multiple elements, revenues are allocated to those elements on the basis of their fair value. For revenue recognized from licenses with temporary use, the criteria described in IAS18 App 20 are tested in particular.

Maintenance revenue is recognized pro rata temporis over the maintenance service period.

Service revenue consists of services for consulting, installation and training and is recognized, on the basis of contractually agreed prices, at the time when the services are delivered. Revenues from these long-term customer-specific construction contracts are recognized in compliance with IAS 11 according to the progress of the performance in accordance with the percentage-ofcompletion method, a method making reference to the degree of completion of the project and requiring the following criteria to be satisfied for revenue recognition: the amount of the revenue must be able to be determined reliably, the economic gain resulting from the delivery of the service must be probable, the percentage of completion as at reporting date must be reliably measurable and the total projected costs of the contract must be able to be determined dependably. The Company uses the cost-to-cost method to determine the degree of completion of the project, whereby the actual costs accrued for the performance already completed as at reporting date are set in ratio to the estimated total project costs at that time.

Revenue of the sales of scanner systems is recognized when ownership passes to the buyer, i.e. upon delivery of the goods and acceptance by the buyer.

Research and Development Costs

Research and development projects by the Company, which result in the construction of new software products or in the substantial enhancements to existing software products, proceed without being able to be clearly differentiated into a research and a development phase. Due to the lack of conformity with the recognition criteria an allocation of the costs to the particular phases is thus not possible. All software product rights are therefore recognized as research costs in the consolidated Statement of Comprehensive Income in the period of their accrual in accordance with the principles of IAS 38.52 and IAS 38.53.

Acquired Software Product Rights and Other Intangible Assets with limited useful life

Intangible assets acquired against payment with limited useful life are carried at cost of acquisition, less scheduled amortization and potential impairment.

In each reporting period, scheduled amortization is carried out on a straight-line basis over the estimated useful life of the software.

In accordance with IAS 36, intangible assets which have not been fully written off are assessed against their fair value if there are certain events triggering potential impairment which necessitate establishing whether or not there is a need for impairment. In the event that impairment becomes necessary, unscheduled writedowns are made on the amount by which capitalized software product rights not written down exceed the fair value (net present value of estimated sale of the products, minus selling costs).

Finance Result

Interest income and interest expenses are recognized as it accrues in profit and loss, using the effective interest method.

Income Taxes

Income taxes are recognized in each reporting period on the basis of the best estimate of the weighted average annual income tax rate anticipated for the year as a whole. This tax rate is applied to the pre-tax result of the interim financial statements.

Since the year 2008, the German corporate tax rate on undistributed earnings and on distributed earnings is 15.0%. Together with the solidarity surcharge and the trade tax rate a composite tax rate in the amount of 30.53% has since then been applied.

Earnings per Ordinary Share

The basic earnings per ordinary share is calculated by dividing the net income or loss available to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the fiscal period.

Diluted earnings per ordinary share is calculated by dividing the net income or loss available to present and potentially new ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the fiscal period, adjusted for the effects of all dilutive potential ordinary shares. The dilutive effect of outstanding options is reflected by application of the treasury stock method in diluted earnings per ordinary share.

Cash

Cash comprises cash on hand and demand deposits at banks callable without notice.

Trade Receivables

Trade Receivables are stated at their acquisitions cost less valuation allowances for expected uncollectible or doubtful accounts. The carrying amounts of these trade receivables due for payment within twelve months from reporting date approximate their fair values because of their short maturity.

In addition, receivables with long-term settlement terms are included under this position. These are assessed on the basis of the present value of the expected future cash flows.

In Process Project Orders (POC)

The project order contracts comprise the manufacture of customized - and continuing across various accounting periods - made-to-order project solutions designed to meet the individual requirements of customers. On the one side these construction contracts comprise the construction of made-to-order software through modification or further development of existing standard products and on the other hand project orders which comprise a combination of hardware, software licensing and various services.

Herewith we refer to the description to the Revenue Recognition according to IAS 11.

Inventories

Inventories are stated at the lower value of the average acquisition- or production costs and the net realizable value at the reporting date. In the case of commercial inventories the net realizable value is based on the current market price while the value determined from projected income, less estimated production costs is used as a basis for the other inventories. Inventory risks resulting from storage, slow-moving-, obsolete- and damaged goods are taken into consideration by accounting for appropriate valuation adjustments.

Other Current Assets

Other current assets principally comprise prepaid expenses and deferred charges and are valued at their acquisition cost less impairment losses.

Derivative Financial Instruments

In order to limit and control existing financial foreign currency and interest risks, certain derivative financial instruments in the form of foreign currency forwards and interest caps are employed. These do not fulfill the requirements of the Fair Value Hedge in terms of Hedge Accounting.

Foreign currency forwards are stated at acquisition cost at the time of the conclusion of the contract and stated at fair value in the subsequent reporting periods. The fair value of the currency forwards is assessed on the basis of the forward rates ruling on the reporting date.

The results of the valuation adjustments resulting from the changes in fair value are recognized in the applicable accounting period in the Statement of Comprehensive Income.

Property, Plant & Equipment

Property, Plant & Equipment is valued at historical acquisition cost less accumulated allocation of scheduled straight-line depreciation amounts.

The scheduled depreciation of the depreciable assets is recognized in profit or loss and is based on the assets' expected useful lives. Assets which are subject to a finance leasing arrangement are depreciated over the useful life of the asset.

The following estimated useful economic lives are applied:

Estimated Useful Life Years
Technical Plant and Machinery,
Computer Equipment 5.
$3 -$
Leasehold Improvements $5 - 10$
Facilities and Office Equipment $3 - 13$

Depreciation methods, useful lives and residual values are reviewed at each reporting date.

Gains and losses on disposal of assets are determined by comparing the proceeds with the carrying amount of the asset, and are recognized within "Sundry Income" and "Other Expenses" in the Statement of Comprehensive Income respectively.

Goodwill

Goodwill arises on a business combination, and represents the excess of the cost of the acquisition over the Company's interest in the net fair values of the identifiable assets and liabilities of the acquiree. Goodwill is measured at this resulting difference amount, less all accumulated impairment losses resulting from impairment testing conducted in accordance with IAS 36.

Other Intangible Assets and Acquired Software Product Rights

Acquired intangible assets are valued in the Statement of Financial Position at acquisition cost, less scheduled accumulated amortization and accumulated impairment losses (value in use).

Intangible assets are subject to scheduled allocation of straight-line amortization. For the scheduled amortization of the intangible assets, which is recognized in profit or loss, an estimated useful economic life of three till five years is applied as a general rule.

The realizable value is determined on the basis of the value in use.

Depreciation methods, useful lives and residual values are reviewed at each reporting date.

Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific assets.

Other Non-Current Assets

Other non-current assets include insurance policies intended to fund a portion of the Company's pension obligations. The Company values these investments at cash surrender value.

Operating Leasing/Finance Leasing

The classification of leases as finance leases viz. operating leases is determined on the basis of the economic content of the lease agreement in accordance with IAS 17.8. When all essential risks and rewards with respect to such property pass on to the lessee, the lease agreement is classified as a finance lease.

The lessee capitalizes the asset under Property, Plant & Equipment and the present value of the obligation towards the lessor is carried as a liability. The difference between the present value of the future lease installments and the sum of the discounted lease installments constitutes deferred interest costs which are realized over the term of the agreements proportionate to the total amounts payable.

Other leases are operating leases and are not recognized on the Group's Statement of Financial Position. Payments made under operating leases are recognized in the Statement of Comprehensive Income over the term of the lease.

Trade Payables

Trade Payables are stated at their net carrying amount; this is equivalent to the repayment value. The carrying amounts of these trade payables due for payment within twelve months from reporting date approximate their fair values because of their short maturity.

Provisions

Provisions are accrued when the Company has legal or valid obligations towards third parties due to past events and if it is likely that such obligations will result in an outflow of funds. Such provisions are stated at such value as can be determined at the time the annual financial statements are compiled, on the basis of the best possible estimate. If the present value of the provision, determined on the basis of customary interest rates, differs substantially from the nominal value, the provision is stated at the present value of the obligation.

Other Current Liabilities

Other Current Liabilities are stated at their net carrying amount, which is equivalent to the repayment value.

Long-Term Borrowings

Long-Term Borrowings are stated in the amount of the actual inflow less transaction costs. A difference between the amount received and the repayment amount is distributed over the financing term and is stated in the Finance Result.

Employee Benefits

On the basis of existing contracts, several employees are due to receive pension payments under certain conditions upon their taking retirement. These defined benefit pension commitments are partly covered by investments in pension fund reinsurances earmarked for this purpose. The retirement benefit provisions are recognized in the Statement of Financial Position in accordance with IAS 19 according to the projected unit credit method under application of the corridor method and are included in "Employee Benefits".

The actuarial gains and losses are distributed under application of the corridor method. The disclosure is included in the cost of revenues and in the operating expenses. Recognition of pro rata actuarial gains and losses outside the corridor are recognized for the expected average remaining service period in respect of the employees covered under the plan in the Statement of Comprehensive Income.

Employee benefits due in respect of partial retirement plans originating from collective bargaining agreements are also included in the position "Employee Benefits". Here included are both benefits due in respect of existing partial retirement employment agreements as well as provisions for the likely future claiming of benefits by potential claimants. The provisions were calculated according to the actuarial principles in accordance with IAS 19.133 ff.

Fair Value of Financial Instruments

Financial instruments of the Company consist of non-derivative financial instruments including cash, trade receivables and trade payables, short-term finance and finance leasing and long-term borrowings, as well as derivative financial instruments in the form of foreign currency forwards.

Non-derivative financial instruments are recognized initially at fair value plus - for instruments not at fair value through profit or loss - any directly attributable transaction costs. Subsequent to initial recognition non-derivative financial instruments are measured as described in each case.

Derivative financial instruments are recognized initially at fair value; attributable transaction costs are recognized in profit or loss when incurred. Subsequent measurement is at fair value through profit or loss.

Financial Risk Management

The Group has exposure to the following risk from its use of financial instruments:

  • Credit risk
  • Liquidity risk
  • Market risk (including currency- and interest risk)

The use of financial instruments and the nature and extent of the risks arising from the financial instruments to which the Company is exposed as at reporting date, as well as the Company's objectives, policies and processes for measuring and managing risk, and the Company's capital are described in full detail under "Outlook" within the "Combined Management Report on the Group and the Parent Company".

Impairment of Assets

Financial Assets: All the Company's financial assets designated as at fair value through profit or loss, i.e. cash, trade receivables and trade payables and derivative financial instruments are assessed for indications of an impairment of value at each reporting date. Individually significant assets are tested for impairment on an individual basis.

If objective indications are found that one or more events have a negative effect on the estimated future cash flows of that asset, impairment is recorded for that asset. This is calculated as the difference between its carrying amount and the (lower) present value of the estimated and discounted future cash flows. Impairment losses are recognized in profit or loss.

Non-Financial Assets: The carrying amounts of the Company's non-financial assets, i.e. Goodwill, Other Intangible Assets and Acquired Software Product Rights are assessed for indications of an impairment of value at each reporting date. Individually significant assets are tested for impairment on an individual basis.

If such indications are found, the recoverable value of the respective asset is determined as the higher amount of the value in use and the fair value less the selling costs. Should this recoverable value be below the carrying amount for this asset, the carrying amount of the asset is reduced to its net realizable value.

A goodwill acquired in a business combination is principally tested annually for impairment. Impairment losses are recognized in profit or loss.

Foreign Currency Conversion

The assets and liabilities denominated in the Statement of Financial Positions of foreign subsidiaries were converted to euro on the basis of the appropriate foreign exchange benchmark rates at the reporting date, while the revenues and expenses in the Statement of Comprehensive Incomes were translated using the appropriate average monthly foreign exchange benchmark rates.

Cumulative currency translation adjustments resulting from changes not affecting the Statement of Comprehensive Income were reported as a separate component of "Other Comprehensive Loss" in shareholders' equity.

Shareholders' Equity

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognized directly in equity, net of any tax effects.

Each Ordinary share entitles the holder to one vote.

When share capital recognized as equity is repurchased, the repurchased shares are classified as treasury shares and the amount paid, net of any tax effects, is recognized as a deduction from equity.

SEGMENT REPORTING

SEGMENT REPORTING ACCORDING TO BUSINESS UNITS

The segmentation comprises the allocation of reportable data according to the business units of the Company. These are positioned into the three Lines of Business (LoBs) DCI (Data Center Infrastructure), IdM (Identity Management) and ECM (Enterprise Content Management) with individual market-driven strategies for each.

The delimitation of the LoBs is product-oriented in alignment with the business activities. For this purpose the Company's products and services are allocated to each LoB on the basis of its strategic business concept. The profit center structure is designed to provide LoB-management with direct, more self-determined operational and financial control, which also incorporates the product development of the allocated products, as well as the production and project management. Marketing-, sales- and service functions are also allocated directly to each particular LoB. The LoB-manager operates as entrepreneur, taking the responsibility for the global success of his business.

All segments derive revenues from sales of product licenses, maintenance and consulting services as well as revenues from construction projects. Hardware sales are also realized in the ECM business segment.

Under the LoB-structure described above the functional areas Sales and Service are directly allocated to the LoBs. Simultaneously the internal cost allocation of the functional areas is in operation - this allows for a "fair according to the input involved" allocation of the costs for the functional areas Sales and Service.

The revenue-relevant settlement of revenues realized between the business segments are allocated, as is shown in the following table in the "Cross Section" column, directly to the LoBs and subsequently eliminated. Inter-segment sales are transacted on the basis of the arm's length terms and conditions.

Q1/2008 DCI IdM ECM Cross-
Section
Total
Group
Revenues with Customers 8,047 1,977 9,984 (4) 20,004
Total Revenues 8,047 1,977 9,984 (4) 20,004
Cost of Revenues and Operating Expenses
of the Business Segments
(4,684) (2,179) (7,996) - (14,859)
Segment Income (Loss) for the Fiscal Period 3,363 (202) 1,988 (4) 5,145
Q1/2009 DCI IdM ECM Cross-
Section
Total
Group
Revenues with Customers
Total Revenues
8,854
8,854
2,251
2,251
9,290
9,290
(71)
(71)
20,324
20,324
Cost of Revenues and Operating Expenses
of the Business Segments
(5,610) (2,163) (7,680) 71 (15,382)
Segment Income (Loss) for the Fiscal Period 3,244 88 1,610 - 4,942

The accounting policies of the operating segments are the same as those described in the "Significant Accounting Policies and Valuation Methods" and were retained unchanged from those applied during the prior year.

As for purposes of internal reporting and steering of the Company not all costs are allocated to the net results generated by the LoBs - i.e. general Cost of Revenues, the General Administrative Expenses, general Research and Development Expenses as well as Sundry Income and Other Expenses - a reconciliation of the results of the business segments to the Company's consolidated totals is as follows:

Q1/2008 Q1/2009
Total Segment Results for the Fiscal Period 5,145 4,942
Unallocated Overhead Costs (5,596) (5,112)
Sundry Income 134 282
Other Expenses (247) (162)
Operating Result (564) (50)
Finance Result 183 (38)
Result before Income Taxes (381) (88)
Income Taxes (199) (10)
Income (Loss) for the Fiscal Period (580) (98)

GUARANTEES AND CONTINGENT LIABILITIES

In comparison to the financial statement date no changes have occurred since December 31, 2008. In particular, the following two positions exist:

Altogether 11 applicants initiated a shareholders compensation claim against Beta Systems Software AG during the fiscal year 2005 in connection with the merger onto the Kleindienst Datentechnik AG. The shareholders compensation claim aims at a cash adjustment in the sense of § 15 Abs. 1 UmwG. In the case of an adjudging verdict a cash adjustment would become due to all previous shareholders of the Kleindienst Datentechnik AG who became shareholders of the Company as a result of the merger. In the case of a settlement an approximation by the Company's legal consultants estimates payments for a total amount of up to T€ 431. At this stage the final outcome can not be concluded exactly. In the case of a settlement this would increase the purchase price and would be allocable to the goodwill of the LoB ECM in the full amount. No effect to net income would result. In addition, the net realizable value determined pursuant to the impairment test in accordance with IAS 36 conducted as at December 31, 2008 would also cover the carrying amounts inclusive of the estimated cash adjustment.

During the previous ownership of Datasec GmbH, Siegen, which was sold as at 31 December, 2001, Kleindienst Datentechnik AG had issued an unsecured guarantee in the amount of T€ 333 in favor of Volksbank im Siegerland eG within the terms of providing its share of the security for a long-term loan to Datasec GmbH. The corresponding loan liability at Datasec GmbH is still held in full and expires on November 30, 2009. As a result of shares in Datasec GmbH being sold, Kleindienst Datentechnik AG has the right to release itself from its guarantee obligations or to obtain a right of recourse from the acquirer of the company. The Company is not aware of any evidence that would suggest delivering payment on the guarantee and estimates the fair value of the guarantee at zero. No liability is therefore recorded.

RELATED PARTY DISCLOSURES

On the basis of their direct equity investment viz. on the basis of the attribution of voting rights the Deutsche Balaton AG, Heidelberg, the Heidelberger Beteiligungsholding AG, Heidelberg and the ABC Beteiligungen, Heidelberg had significant influence on the Company during the interim reporting period. As a result of the relationship of dependence of the Deutsche Balaton AG, Heidelberg, the VV Beteiligungen AG, Heidelberg and the Delphi Unternehmensberatung GmbH, Heidelberg are also related parties of Beta Systems software AG. No business relationships existed with these entities during the interim reporting period.

No other related party business relationships existed.

EVENTS AFTER THE BALANCE SHEET DATE

Termination of the Shareholders' Compensation Claim

The Shareholders' Compensation Claim court case, lodged with the District Court of Munich I, concerning additional cash payment in connection with the business combination of Kleindienst Datentechnik AG with Beta Systems Software AG, was terminated by way of settlement upon the service of the record of court proceedings on April 1, 2009. The settlement was published on April 17, 2009, in the German Electronic Federal Gazette as well as in the Börsen-Zeitung (German financial newspaper). This draft of this settlement was approved by the required majority at the Annual General Meeting of Shareholders of Beta Systems held on May 23, 2007. Accordingly, additional payment comes to a total of T€ 431 and has no effect on net income but is to be capitalized as goodwill. The payment bears no interest.

IV. DISCLOSURE OF DIRECTORS' HOLDINGS OF BETA SYSTEMS SOFTWARE AG

As per March 31, 2009 Shares
Management Board
Kamyar Niroumand 134,377
Niroumand Family 200,000
Gernot Sagl -
Supervisory Board
Sebastian Leser -
Dr. Arun Nagwaney -
Jürgen Dickemann -
Volker Wöhrle -
Stefan Hillenbach 6,432
Wilhelm Terhaag -

Beta Systems Software AG

Treasury shares 120,610

None of the members of the Supervisory Board or the Management Board currently hold stock option rights or conversion rights to the shares of Beta Systems Software AG.

V. CONTACT

Hotline for Investors, Analysts and Journalists

Our Investor Relations Team is at your disposal for any questions on the results as per March 31, 2009, under the telephone number +49 (0)30 26 118 -171 or email under [email protected].

Beta Systems Software AG, Berlin, Germany

Beta Systems Software AG, Berlin (Prime Standard: BSS, ISIN DE0005224406) develops highprofile software products and solutions for the automated processing of large volumes of data and documents. These products and solutions serve to optimize processes and enhance the security and agility of IT. They guarantee compliance with business requirements relating to governance, risk management and compliance (GRC) and raise the performance of a company's IT in respect of availability, scalability and flexibility.

Beta Systems' IT infrastructure software (Infrastructure & Operations Management) is geared towards optimizing job and output management in data centers across all sectors. In addition, Beta Systems offers products for automating IT user administration in companies with high numbers of users. In its ECM solutions business (ECM & Document Solutions) Beta Systems develops customized solutions for large enterprises in the financial services sector, industry and trading to facilitate payments, the processing of incoming post, and general document management.

Beta Systems was founded in 1983 and has been a listed company since 1997. It has a workforce of more than 600 employees. The company's principal place of business is Berlin. Beta Systems operates through Centers of Competence in Augsburg, Cologne and Calgary, as well as 19 subsidiaries worldwide and cooperations with numerous partner companies. More than 1,400 customers throughout the world use the products and solutions of Beta Systems in more than 3,300 running installations. Beta Systems generates 50 percent of its sales from its international business. Around 200 of its customers are based in the USA and Canada.

More information on the Company and its products can be found under www.betasystems.com.

Financial Calendar

March 30, 2009

Announcement of 2008 Annual Results Online Financial Results Press Conference, Berlin

April 30, 2009 Press Release – First Quarter Results 2009

May 5, 2009 Publication – First Quarter Results 2009

May 15, 2009 Annual General Meeting of Shareholders 2009, Berlin

July 30, 2009 Press Release – Second Quarter Results 2009

Contacts:

Company contact: Beta Systems Software AG Stefanie Frey Tel.: +49 (0)30 726 118-171 Fax: +49 (0)30 726 118-881 e-mail: [email protected] August 4, 2009 Publication – Second Quarter Results 2009 (Half-yearly Report)

October 29, 2009 Press Release – Third Quarter Results 2009

November 3, 2009 Publication – Third Quarter Results 2009

November 2009 Analysts' conference at the German Equity Forum in Frankfurt/Main

Agency contact: HBI PR&MarCom GmbH Alexandra Osmani, Alexandra Janetzko Tel.: +49 (0)89 99 38 87-0 Fax: +49 (0)89 930 24 45 e-mail: [email protected]; [email protected]

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