Annual Report • Apr 1, 2009
Annual Report
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2008
"We have succeeded in achieving our objectives to a great extent and have even surpassed them in part. As a result, we are continuing out positive development of twofigure growth in sales and result for the eighth year in a row. "
Dr. Ingo Behrendt Chief Executive Officer, NEXUS AG
Managing Director: Dr. Gerald Gass Head of Corporate Development / Hospital Information System Project Director: Gabriele Doehn
Academic Teaching Hospital of Mainz University 12 locations in Rhineland Palatinate Approx. 2,600 employees More than 11,000 patients annually with approx. 2,000 beds
In Landeskrankenhaus Andernach 2.530 User are working with NEXUS Systems.
Introduction of a hospital-wide, site-overlapping information system, which provides detailed information from wards/specialist departments and integrates existing IT systems.
Invitation to the SpitalDirektoren Symposium of NEXUS Switzerland
Letter to our shareholders 05
Key Figures 2008 06
Highlights 2008 08
NEXUS-Product Portfolio: Radiology area built up further
NEXUS: A New View of Hospital Information Systems 16
NEXUS at a Glance 20
Overview of NEXUS solutions 23
Healthcare Installations Germany and worldwide
Report of the Supervisory Board 27
Group Management Report 2008 28
Consolidated Financial Statements 2008 36
Group Appendix for the Business Year 2008 42
Responsibility Statement
Audit Certificate 79
Corporate Governance 80
Approximately 76,500 users in 17 countries worldwide work with software solutions of the NEXUS Group
NEXUS develops and sells modular software solutions for healthcare systems. Comprehensive solutions for hospitals and psychiatric institutions are designed and supported within NEXUS / CIS. The solutions of NEXUS / DIS cover special ward and specialist areas, and they are market leaders in their design. NEXUS bets on modern, modular software architecture in all product areas, which enable flexible and step-by-step introduction.
Dear Sir or Madam
In spite of the difficult overall economic situation, NEXUS AG was able to end 2008 with success. We did better than planned in part and were able to increase sales and profit in the two-figure range for the eighth year in a row. This is a success, which is also reflected in our further improved position in the market and technology. We were successful with our products, integrated a new company into NEXUS AG and adapted our organization to the new company size and increased requirements. As a result, we are well positioned as a solidly financed company with a long-term strategy in these challenging times.
Consolidation in the market for medical information systems also continued in 2008. However, no more mergers resulting in basic market changes took place during this time, so that an end of the consolidation process can be foreseen. In addition to NEXUS AG, there are still four competitors on the European market, which are considered to have long-term, international potential.
The competitors are increasingly operating internationally and searching for growth opportunities outside of their traditional markets. Substantial investments in product development can only be financed in the long term in this way. At the same time, the demand in local markets is developing very differently. Hospital information systems are still considered an appropriate measure contributing to solving structural problems in hospitals and within healthcare systems. But country-overlapping financing problems in the healthcare system reduce the willingness in many countries to make large investments. While willingness to invest remains reserved in Germany, we can see a focus on investments in healthcare systems in other countries. At the moment, it still cannot be said how the economic and financial crisis will affect demand. On one hand, the increase of public investments triggered by stimulus packages is a positive sign for the future. On the other hand, however, it must be feared that governments will be forced to make budget cuts due to shortfalls in municipal and state budgets.
The further development of hospital information systems is even more important than the budget question. Making patient care better, more efficient and more transparent with IT support is the actual growth engine of our industry. Our customers expect that we provide integrated, flexible systems, which can depict the different needs of hospitals without requiring them to invest in expensive, special developments. They expect that we support hospital processes overlapping using IT technologies without the need of doctors and nurses having to deal with informatics too much. Finally, they expect that their investments pay off within a short time thanks to lower costs and improved work quality. These are challenges, the mastery of which accelerates market growth and which will decide the outcome of competition.
The modular, open architecture of NEXUS products and the clear concept of a uniform information system for the healthcare market have proven over the past years that we are among the winners of this competition. The range of applications of NEXUS AG, which covers almost all application areas of hospitals, is composed of modular, standardized software components, which can be combined individually for use in the different hospital areas. We provide our customers with applications that set standards with respect to "simplicity" and "support of daily work".
Dr. Ingo Behrendt
We also increased our investments in the continual improvement and development of our software functions and architecture in 2008. These are investments, which have the clear objective of offering the most competitive system on the international market and providing our customers with considerable benefits from their investments.
The figures in this year also demonstrate that we are on the right path. For 2008, we had planned to increase sales and profit considerably again and to continue the development of the previous years unabated. This was an ambitious goal, especially in light of the growth figures of the previous years and the greatly enlarged company due to acquisitions.
We have succeeded in achieving our objectives to a great extent and have even surpassed them in part. As a result, we are continuing out positive development of two-figure growth in sales and result for the eighth year in a row.
Total sales increased more than planned in the reporting year to EUR 34.82 million. Compared to the previous year, sales thus increased by approx. 17.2% (previous year: EUR 29.71 million). Sales in the Healthcare Software Division increased by 17.3% to EUR 30.18 million (previous year: EUR 25.71 million). This is an important key figure demonstrating the market success of NEXUS. We consolidated sales of Medos AG in these figures in the amount of EUR 3.24 million. International business represented a share of 32.8% in 2008 following 41.0% in the previous year. International business remains a significant share of our overall business.
| 2006 | 2007 | 2008 | |||
|---|---|---|---|---|---|
| KEUR | KEUR | % | KEUR | % | |
| Revenue and Result |
|||||
| Sales | 26,121 | 29,712 | 13.7 | 34,824 | 17.2 |
| Sales Healthcare Software | 21,882 | 25,710 | 17.5 | 30,175 | 17.3 |
| Sales Healthcare Service | 4,239 | 4,002 | -5.6 | 4,649 | 16.2 |
| Sales National | 17,207 | 17,519 | 1.8 | 23,386 | 33.5 |
| Sales International | 8,914 | 12,193 | 36.8 | 11,438 | -6.2 |
| Earnings before tax | 1,127 | 1,677 | 48.8 | 1,854 | 10.6 |
| EBITDA | 4,144 | 5,129 | 23.8 | 6,155 | 20.0 |
| Result per Share | 0.05 | 0.08 | 0.11 | ||
| Investments and Depre ciation |
|||||
| Investments in intangible and tangible assets | 3,774 | 5,591 | 48.1 | 5,370 | -4.0 |
| Depreciation | 3,715 | 4,134 | 11.3 | 4,829 | 16.8 |
| Assets, Equi ty and Liabilitie s |
|||||
| Balance sheet assets | 51,546 | 54,154 | 5.1 | 55,372 | 2.2 |
| Capital assets | 19,628 | 24,183 | 23.2 | 28,305 | 17.0 |
| Short-term assets | 27,359 | 26,072 | -4.7 | 23,102 | -11.4 |
| Net Liquidity | 17,446 | 12,071 | -30.8 | 9,460 | -21.6 |
| Equity | 42,260 | 43,506 | 2.9 | 44,494 | 2.3 |
| Equity ratio (in %) | 82.0 | 80.3 | 80.4 | ||
| Bank loans | 43 | 185 | 111 | ||
| Short-term liabilities | 6,770 | 8,574 | 26.6 | 8,232 | -4.0 |
| Key Figure s |
|||||
| Cash Flow from operative activities | 2,415 | 2,964 | 22.7 | 4,258 | 43.7 |
| Cash Flow from financing activities | -1,828 | -3,611 | 97.5 | -1,532 | -57.6 |
| Number of Users of NEXUS-Software | 54,300 | 67,800 | 24.9 | 76,500 | 12.8 |
| Employee s (end of the year) |
249 | 302 | 21.3 | 340 | 12.6 |
very high level with 52 institutions, which documents our acceptance on the market. We see confirmation in last's year growth that our strategy in the Healthcare Software sector continues to be the right one to gain market shares continually thanks to a uniform, internationalized system. The integration of new companies that fit into our strategy also proved to be successful, especially with respect to acquiring application and specialist knowledge in the medical field. We were again able to obtain a lot of new orders in 2008, which create a good basis for the current year. We still have a
The overall result again increased strongly in 2008. The EBITDA reached EUR 6.16 million following EUR 5.13 million in the previous year (+20.0%). Profit before taxes is EUR 1.85 million for 2008 following EUR 1.68 million in the previous year (+10.6%), and Group profit is EUR 1.49 million following EUR 1.16 million in the previous year (+28.4%).
NEXUS strengthened its business in the radiology segment with the purchase of MEDOS AG in 2008. Thanks to the good success in the previous NEXUS / INOVIT product series, this step was consistent with our strategy and expands the future potential of our company both with respect to staff and products.
We were also satisfied with our sales results in 2008. Although we were not able to acquire any large projects, a large number of small and mid-sized hospitals decided in favor of us (total of 52 new customers). The projects range from comprehensive hospital solutions to smaller ward solutions. Business with our regular customers also developed very well, and new modules were evaluated very positively. In addition to psychiatry and medication, these certainly include the intensive care ward and the area of the referral portal.
In project business, we were involved in large projects in Vienna, Saudi Arabia, St. Gallen and Berlin last year. The challenges in these projects are considerable, but we were able to get all projects into productive operation in 2008. With that, we have made a giant leap forward, and our products and organization have developed correspon-
Overall, we were also very successful with our strategies and our results in 2008. Both our growth and the development of our results are good news, integration of acquired companies continues to progress and the standardization of our products is producing good effects and success. We are going to continue the initiated consolidation of our range of products in 2009 and at the same time build on stronger orientation to marketing.
Starting in the fall 2009, the year will be completely geared to moving forward to new horizons. We want to address new customer groups actively on the basis of a standardized, highly innovative product portfolio and present our solution in international markets even more strongly.
Ralf Heilig und Edgar Kuner
Taking standardization measures to their logical end, standardizing products and continuing our success in the outside world: this is going to be the task of NEXUS AG over the coming months, and we will measure our success on how well we accomplish this in the current year.
Dear Stockholders: The fantastic development of our company is an achievement, for which we have many people to thank: our customers, our employees and partners, but also you, dear stockholders, for your faith in us and in our ability to perform well in the future.
Dr. Ingo Behrendt Edgar Kuner
Ralf Heilig
St. Josefs KKH Potsdam Selects NEXUS HIS The teaching hospital of the Free University Berlin selected the solution from NEXUS within the framework of converting to a new hospital information system. The system already went into productive operation in the middle of 2008 and has supported the essential processes in medicine and administration of the hospital since then.
DALE-UV Renews Certificate for NEXUS The DALE-UV certificate for data interchange between service suppliers and statutory insurance companies was renewed for the NEXUS software solutions. Under the motto of "Less bureaucracy – more efficiency", German Statutory Accident Insurance (DGUV) certifies software suppliers in the healthcare system.
Ad Hoc: Business Year 2007 with Substantial Sales and Revenue Growth NEXUS AG confirmed and surpassed its forecasts in 2007. Sales in the core business, Healthcare Software, increased by 18% to KEUR 25,710 (previous year: KEUR 21,882) over the whole year.
Tabuk Region (KSA) starts real operation with NEXUS software A completely bilingual version (Arabic / English) of the hospital information system from NEXUS started operation in the Tabuk Region in Saudi Arabia. The software solution depicts all medical and administrative processes in the military hospitals of the region. This is an important milestone for the large project in Saudi Arabia.
Specialist Hospital Kropp is being supported by NEXUS software Medical procedures are supported throughout the hospital by the psychiatry information system NEXUS. The far-reaching scope of processes of NEXUS software was decisive for the decision.
Aarau Canton Hospital awards contract to NEXUS The Aarau Canton Hospital selected NEXUS AG for introduction of a modern hospital information system.
KTQ and NEXUS collaborate even more closely Effective immediately, NEXUS is creating and supplying its own KTQ software for the tried-andtested KTQ certification procedure. This has been agreed upon within the framework of a more far-reaching strategic partnership between NEXUS AG and KTQ GmbH. As a result, NEXUS has become established as the main software supplier for QM software in the healthcare system with its software solution and partnership with KTQ.
Ad Hoc: Continued Growth in the First Quarter 2008 NEXUS was able to increase sales in the first quarter 2008 by 17.5% from KEUR 6,309 in Q1/2007 to KEUR 7,412 in Q1/2008. Sales in the Healthcare Software Division again increased substantially (23.3%) and reached KEUR 6,383 following KEUR 5,177 in the previous year.
We made an investment decision in favor of the software of NEXUS fi ve years ago, which we still believe has put us on the right path thanks to application-oriented further developments.
Dr. Gerald Gaß Managing Director of Andernach State Hospital (AöR)
Andernach State Hospital (AöR)
We have been using NEXUS software at our 12 sites for 2,500 employees since 2004. Management obtains a daily overview of key fi nancial fi gures and medical statistics.
The biggest advantage of the software solutions from NEXUS is that you can take care of routine work faster.
Patient admittance, moving and discharge: at Andernach, the staff in the admitting offices can record all patient data, which can then be accessed anywhere at any time, depending on the authorization level.
May
Marienborn Specialist Clinic bets on NEXUS HIS More than 3,600 patients are treated in the Marienborn Specialist Clinic annually. Of these, approx. 2,400 cases involve treatment of inpatients by a multiprofessional staff working closely together. Thanks to the interdisciplinary information system of NEXUS, the medical and nursing processes are supported throughout the clinic and consequently expansion and optimization of existing structures is promoted effectively.
St. Gallen (Switzerland) bets on the canton-wide hospital information system from NEXUS With the operational use of the first NEXUS module, the go-ahead was given for the canton-wide hospital information system. The highlight: a newly developed case history system and a process module are being implemented in St. Gallen Canton (St. Gallen Master Template).
Maria Hilf Gangelt Specialist Hospital works with NEXUS solution With more than 1,600 inpatients and approx. 4,400 outpatients annually, who are treated by about 900 staff members from 42 occupational groups, the Gangelt facilities are among the biggest employers in the Heinsberg District. Maria Hilf chose the software from NEXUS in a selection procedure. The essential criterion was supporting cooperation between the medical teams of the facilities. The NEXUS solution provides this support via interdisciplinary process depictions including accounting aspects.
Feldkirch State Hospital (A) conducts pilot project with NEXUS / PDMS The Feldkirch District Hospital (A) as a main hospital of the Vorarlberg region is taking a pioneering role in practical use of the newly developed PDMS module. As a development partner of NEXUS, the software module will initially be integrated into the software module of the intensive care unit and then expanded to anesthetics. The goal is to equip all hospitals in the Vorarlberg region with the PDMS module.
June
Fribourg Canton (Switzerland) installs the medication solution from NEXUS Electronic instructions and tracking of administration of medication including interaction monitoring has been implemented completely in the French-speaking canton of Fribourg in Switzerland. This is a big step in the direction of paperless working in the clinic with support of NEXUS software.
Surgery Clinic Dr. Rinnecker Starts Productive Operation The private clinic in Munich with 246 beds has started productive operation with the hospital and administrative solutions from NEXUS. Effectively immediately, the NEXUS software modules support the 250 employees in the areas of financial accounting, materials management, process controlling and medical documentation.
August
Ad Hoc: Purchase of MEDOS AG MEDOS AG is one of the main suppliers of radiology management systems in German-speaking areas. With this step, NEXUS has expanded its customer base for the areas of radiology, radiotherapy and nuclear medicine and is continuing its expansion strategy in this market segment. The existing NEXUS office at Frankfurt is being expanded further and gaining increased significance.
Ad Hoc: Another Increase in Sales and Result in the First Half-Year 2008 NEXUS AG improved its sales from KEUR 13,239 to KEUR 15,361 (+16.0%) in the first half-year 2008 and achieved an improved EBTDA of KEUR 3,000 compared to KEUR 2,521 (+19.0%) in the previous year.
Medication solution from NEXUS awarded KBV (German Federal Association of Health Insurances Companies) software certification NEXUS has integrated the drug catalog of ABDAMED in its software module NEXUS / MEDICATION and updated it by AVWG-conform prescription writing. As a result, NEXUS is one of the few IT suppliers that has received software certification from KBV (German Federal Association of Health Insurances Companies) for its hospital information system.
Reutlingen District Hospitals Use NEXUS software The NEXUS / QM solutions for controlling and linking with the QM certification catalogue serve in all processes of quality and knowledge management in the hospitals. The software is a hospital-wide portal solution at the same time with respect to comprehensive
knowledge management in the hospitals.
MEDICA 2008 – most successful trade fair event of the year MEDICA remains the most important platform for national and international contacts to interested parties and customers in the year. The restructured NEXUS Group exhibited with the message "depict hospital-overlapping and ward-specific processes in an integrated HIS system" in 2008. This message was very well received by more than 500 visitors on four trade fair days. The interest in the multifaceted NEXUS product portfolio was at the level of the previous year and again very high.
Ad Hoc: Sales Growth in the Third Quarter 2008 NEXUS AG improved its sales from KEUR 21,389 to KEUR 23,988 (+12.1%) in the first nine months 2008 and achieved an improved EBTDA of KEUR 4,630 compared to KEUR 4,480 (+3.0%) in the previous year.
Customer LVR InfoKom as partner at MEDICA 2008 LVR InfoKom, the IT system vendor of the Rhineland Regional Authority, was represented at MEDICA 2008 and exhibited the customized, adapted HIS solution from NEXUS. LVR InfoKom uses a specially adapted version of NEXUS software for the 10 hospitals of the Rhineland Regional Authority. This demonstrates the capacities and expert qualities of the IT system vendor on one hand, and on the other hand the openness of NEXUS solutions.
Lucerne (Switzerland) starts operation Lucerne Canton is starting productive operation with NEXUS / HOSPIS and NEXUS / MEDFOLIO in the complete canton. Effective immediately, more than 900 users are working daily with a canton-wide solution from NEXUS, which covers areas from financial accounting to medical documentation.
Change in the Executive Board at NEXUS At the end of 2008, the planned change in the Executive Board of NEXUS AG took place. Effective 31 December 2008, Stefan Burkart left the Executive Board. The Supervisory Board appointed Ralf Heilig as new Chief Sales Officer on the Executive Board and expanded the board by the Development Department, which is headed by Edgar Kuner. Both new Executive Board members come from management of the NEXUS Group. The Executive Board and the Supervisory Board of NEXUS AG thank Stefan Burkart for his outstanding seven years of work and wish him all the best for his future!
The system environment of the district hospitals and NEXUS software have been integrated and linked smoothly and easily.
Gabriele Döhn – Head of Corporate Development / Hospital Information System Project Director
A comprehensive hospital information system changes not only the processes, but it is also a decisive step in company development. This creates a platform for coordinating and integrating processes efficiently between treatment and diagnostic units as well as between medical treatment, nursing and administrative areas.
Documentation of patient care is almost automatic thanks to the many pre-defined forms in NEXUS software.
Documentation work is simplified by numerous lists of tasks and measures. Predefined text modules as well as the support of mobile devices such as PDA, laptops or tablet PCs help to minimize documentation work.
NEXUS AG acquired 100% of the shares of MEDOS AG, Langenselbold from the Swedish company ORTIVUS AG as of 1 August 2008 and consequently substantially strengthened the radiology business of the Group, which has grown very strongly over the past years.
With more than 80 customers in Germany, MEDOS was one of the market leaders in the segment of software solutions in Germanspeaking areas. The integration of MEDOS into the structure of the NEXUS Group began immediately in August 2008. Synergies between the companies were used consistently, and workfl ows were standardized in the company. The company is working on the market together with NEXUS / INOVIT as a supplier of highly modern radiological solutions.
In the spring of 2009, MEDOS AG will be integrated into the newly consolidated business area NEXUS / DIS. This is an area, which develops and markets ward solutions for healthcare systems. The NEXUS radiology fi eld has grown quickly thanks to the strong demand for modern RIS / PACS over the last few years. Together, both companies are supporting more than 200 radiology and radiooncology customers in fi ve countries and have a wide and modern product range for radiology.
Over 200 institutions in 5 countries are working with a radiology solution of NEXUS.
The merger provides numerous advantages for both companies and customer groups. MEDOS AG will to continue to support its customers target-group oriented in a stable entrepreneurial environment and be able to develop solutions even more quickly. At the same time, MEDOS is getting access to the innovative technologies of the NEXUS Group, an advantage that accelerates developments and improves existing installations directly.
The modular structure of NEXUS technology makes it possible to adapt the systems of MEDOS and those of the NEXUS Group step by step. As a result, customers can rely on their applications in the long term without the danger of missing out on technological advancements. NEXUS is expanding its industry competence and its customer base in the radiology segment with this step and is positioning itself as a strong, domestic supplier, which wants to expand its involvement in the radiology segment further. The existing NEXUS offi ce at Frankfurt is being expanded further and gaining increased signifi cance.
We are convinced that we are generating substantial added value both for MEDOS and NEXUS customers with this step. As a German software supplier, we are focused on the healthcare sector and know the challenges and bottlenecks of radiologists. We are able to react very fl exibly to customer requests and market requirements and are at the top of the market technologically with our solutions. Consequently, we are a reliable partner for our customers and represent stability and orientation to the future.
Medicine in focus: NEXUS concentrates development and marketing of its products based on this core idea. A clear commitment to increased support of medical areas with software and systems. We have developed our systems with this focus and consequently created a system concentrating on medical processes. The consistent expansion of this strategy is a clear distinction between hospital-overlapping processes (NEXUS / CIS) and diagnostic ones (NEXUS / DIS) in software.
We have learned in many projects that introduction of the complete scope of an HIS solution can take a long time. From patient management to dermatological examinations, from surgical documentation written by hand to medication management: the great variety of processes, which must be supported, is considerable and results in high planning complexity. Subsequent processes, especially in diagnostic departments such as endoscopy and ultrasound, are often planned for a later time after the basic direction and functions in the overall project have been taken care of or they are even completely external to the HIS framework. In addition, the special requirements of diagnostic departments for workflow, report generation or equipment integration can only be fulfilled by few HIS suppliers. NEXUS is one of the few companies, which is able both to depict these requirements from a technological standpoint and also has the specialist knowledge about the application. With its standardized diagnostic information system (NEXUS / DIS), NEXUS provides a new view of hospital information systems and uses this distinction actively in its range of products. Under the product group NEXUS / CIS, the hospital information systems NEXUS / MEDICARE and NEXUS / MEDFOLIO are provided for somatic hospitals and psychiatric institutions. The diagnostic products of the NEXUS Group are marketed under the product group NEXUS / DIS.
Both product groups are based technologically on the same system platforms. The applications use standardized software components (e.g., Scheduler, Archiving, Report Generation, among others). Use of these system synergies provides the chance of combining the strengths of a special supplier for diagnostic systems with the advantages of a general hospital information system. As the illustration shows, a close connection is maintained between a standardized hospital information system and a standardized diagnostic information system (DIS) based on it.
While the overlapping functions are depicted in the hospital system (NEXUS / CIS), the diagnostic system (NEXUS / DIS) concentrates on fi ndings, planning, archiving and writing reports as well as on equipment integration on the basis of DICOM standards. In doing this, both systems use standardized modules and data models.
The special feature of an overlapping diagnostic information system is not only in its compatibility with a hospital system, but especially in the setting up of a standardized diagnostic system environment in hospitals. Both picture storage within PACS as well as archiving and fi nally fi ndings are standardized and made uniform throughout hospitals. This represents immense progress in a situation, in which different areas within hospitals compete and the type and structure of fi ndings, scheduling and writing reports differ greatly.
NEXUS solutions provide comprehensive and fast access to patient files. In addition, they support me and my staff greatly in planning medical care.
Rita Lorse – Director of Nursing Andernach State Hospital (AöR)
The measures are deduced automatically from electronic planning of medical care and are always available in a clearly comprehensible manner.
In addition to this structural change, we implemented very essential further developments of our product series last year. These include:
In addition, NEXUS completed development of the NEXUS / Medication module, which depicts the complete drug prescription and administration process including contra-indication checks, and started operation of it in nine hospitals in 2008.
In 2008, NEXUS invested approx. EUR 4.1 million in developing the systems, and it has spent approx. EUR 17.0 million over the past three years for acquisition of products and knowledge to expand and improve the NEXUS system landscape. We made these investments with the goal of providing a modern, complete and user-oriented application, which achieves a lot of success in both national and international competition. We have achieved this goal from today's viewpoint. Hardly any other competitor can provide such a wide range of medical applications as NEXUS can. In addition, we have consistently become more international, which increases the quality of our applications.
We have reached the phase of technological and functional consolidation. This is a phase, which will greatly increase the marketing possibilities of our products. There is still a lot to do and it is too early to consider the current development as having been completed. However, we have made substantial progress and are convinced that we can complete the remaining matters in this phase very quickly.
Our products fulfi ll almost all function and technical needs. In 2009, we are concentrating on consolidating developments and publicizing our product advantages.
19
NEXUS AG, Auf der Steig 6, 78052 Villingen-Schwenningen
Healthcare Software: IT-solutions for hospitals, rehabilitation clinics and social welfare institutions Healthcare Service: IT consulting for hospitals
EUR 13,805,200.00
20 Equity capital KEUR 44.494
Number of employees 340 (31.12.2008)
WKN/ISIN Code 522090/ DE 000 522090 9
Market segment Prime Standard of the Frankfurt Stock Exchange
NEXUS / ARABIA ltd. Riyad (KSA)
NEXUS / CIS GmbH Singen (D)
NEXUS Digitale Dokumentationssysteme Projektentwicklungsges.mbH Wien (A)
NEXUS / GMT GmbH Frankfurt am Main (D)
NEXUS / HOLL GmbH Ismaning (D)
NEXUS / INOVIT GmbH Ismaning (D)
NEXUS.IT GmbH SÜDWEST, SÜDOST und NORD Villingen-Schwenningen (D) res. Singen (D)
NEXUS Italia S.r.l. Bologna (I)
NEXUS Medizinsoftware und -systeme AG Kreuzlingen (CH)
NEXUS / PASCHMANN GmbH Oberhausen (D)
NEXUS Schweiz GmbH Schwerzenbach (CH)
MEDOS AG Langenselbold (D)
NEXUS on the MEDICA exhibition in Düsseldorf 2008
| 31.12.2006 | 31.12.2007 | 31.12.2008 | |
|---|---|---|---|
| Perf ormance 2008 (Frankfur t Stock Exchange closing pri |
ces for the NEXUS share |
) | |
| High | 3.94 | 4.24 | 3.25 |
| Low | 2.95 | 2.79 | 1.39 |
| Market Capitalization (year end in million EUR) |
46.05 | 43.49 | 21.54 |
| Result per share in EUR (average | 0.05 | 0.08 | 0.11 |
Our IR principles of up-to-date reports, continuity and equal treatment were also given their due in 2008. An open and continual dialog has been maintained, and information has been provided in detail in the quarterly reports. Within the framework of target-oriented communication, business developments were also publicized in ad hoc reports and press releases. Regular contact of the executive board to investors and analysts was thereby intensifi ed further. In addition to the annual analysts conference, the executive board took advantage of the occasions of road shows, telephone conferences and one-on-one talks. The range of information on our website was also improved and our investor relations staff is of course available as a contact partner to provide information to you.
Simon Holzer Investor Relations
18.05.2009 Quarterly Report Q1/2009
15.06.2009 General Stockholders Meeting, 11 a.m., Haus der Wirtschaft, Stuttgart (Germany)
17.08.2009 Half Year Report 2009
09.11.2009 Quarterly Report Q3/2009
– 23.04.2009 Deutscher Röntgenkongress, Berlin (Germany)
– 08.05.2009 SpitalDirektoren Symposium, Luzern (Switzerland)
02.11.2009 KTQ-Forum, Berlin (Germany)
– 21.11.2009 MEDICA, Düsseldorf (Germany) – World's largest Medicine Trade Fair
– 28.11.2009 DGPPN-Kongress, Berlin (Germany)
21
NEXUS software tools show the most effective treatment path and can always be adapted to the medical necessities.
Treatment procedures (NEXUS / CASEMAPS) supported by charts help to keep the optimum course of treatment in view. This provides support to doctors and nurses, which in turn results in less bureaucracy and consequently more time for patients.
Hospital Information System for somatic institutions.
Psychiatric Information System of NEXUS.
Controls the complete process of communicating findings.
A Navigation tool for your treatment guidelines with all aspects of diagnosis, therapy and documentation.
Complete solutions for all wards and offices in hospitals from planning to equipment integration and all the way to documentation. It is designed specifically for the requirements of wards. Available as a stand-alone or integrated system.
Enter performances at any spot (centrally/decentrally) or derive them automatically.
23
Controlling hospitals. This covers processes of hospital management such as patient management, inpatient and outpatient billing, accounting and controlling as well as logistics and administration.
Results, Statistics, Reports and supporting Instruments for the HIS-Workflow.
A knowledge database and an assessment-solution as tool set for quality management and -assurance according to established procedures (i.e.: KTQ, EFQM, proCumCert, BQS).
Uniform archiving of all documents, pictures and films.
IT-Consulting and SAP-Partner for the Healthcare sector.
Achim Allensbach* Altenburg* Altenkirchen Altötting* Alzey Amberg Andernach Annaberg Annweiler Aschaffenburg Attendorn Aue Augsburg* Aurich Backnang Bad Bergzabern Bad Berka Bad Berleburg Bad Driburg Bad Ems Bad Friedrichshall Bad Hersfeld Bad Homburg Bad Krozingen* Bad Liebenstein Bad Mergentheim Bad Nauheim Bad Neuenahr Bad Neustadt Bad Oeynhausen Bad Saarow Bad Salzungen Bad Sassendorf Bad Schussenried Bad Soden Bad Waldliesborn Bad Wimpfen Bad Zwischenahn Baden-Baden Ballenstedt Bautzen Bayreuth Beckum Bedburg-Hau Berg Bergheim* Bergisch-Gladbach Berlin* Bernburg Biberach Biedenkopf Bielefeld* Bietigheim-Bissingen Bischofswerda Böblingen Bochum Bonn Borkum Borna Brandenburg* Braunschweig Breitenbrunn Bremen* Bremerhaven* Bremervörde Bretten
Bruchsal Brühl Brunsbüttel Bühl Bünde Burg Burghausen Burgwedel Buxtehude Calw* Castrop-Rauxel Celle Chemnitz Cottbus Cuxhaven Darmstadt* Deggendorf* Delitzsch Delmenhorst Dessau* Detmold Dinslaken Donaueschingen Dormagen Dortmund* Dresden* Duisburg* Dülmen Düren Düsseldorf* Ebersberg Eggenfelden Eichstätt Eisenhüttenstadt Ellwangen Emmendingen Emmerich Engelskirchen Erbach* Erding Erfurt Erlangen Eschborn Eschweiler Essen* Esslingen Ettenheim Euskirchen Eutin Filderstadt Flensburg* Forchheim Forst* Frankenthal Frankfurt* Freiberg Freiburg* Freital Freudenstadt Friedrichshafen Fulda Fürstenfeldbruck Fürth Gailingen Gardelegen Garmisch-Partenkirchen Geesthacht Gehrden Geislingen
Geldern Gelnhausen Gelsenkirchen Gera Germersheim Gießen* Gifhorn Glauchau Göppingen Görlitz Göttingen* Greifswald* Greiz* Grevenbroich Groß-Gerau Groß-Umstadt Gummersbach Gunzenhausen Güstrow Gütersloh Haar Hagen Hagen-Haspe Haina Halberstadt Halle* Halle/Saale Hamburg* Hameln Hamm* Hanau* Hannover* Hartmannsdorf Haßfurt Hausham Havixbeck Heide Heidelberg Heilbronn Helmstedt Hemer Heppenheim* Herborn Herford* Hermeskeil Herten Herzberg am Harz* Hildburghausen Hildesheim* Hof Holzminden Horb Höxter Hoyerswerda Husum Illertissen Immenstadt Iserlohn Itzehoe Jena Kaiserslautern Kandel Karlsbad Karlsruhe* Karlstadt Kassel Kaufbeuren Kehl Kempten Kenn/Trier
Kiel* Kirchen Klingenmünster Koblenz* Köln* Königs Wusterhausen Konstanz* Kösching Krefeld* Kronach Kropp Kulmbach Kusel Lahnstein Lahr Landau Landsberg* Landshut Langen Langenfeld Lauterbach Leer Leichlingen Leipzig* Lemgo Lengerich Leonberg Leverkusen Lichtenstein Lindenfels Lingen Lippstadt* Lörrach* Lübbecke Lübben Lübeck Lüdenscheid Ludwigsfelde Ludwigshafen* Lüneburg Magdeburg Mainburg Mainz* Manderscheid Mannheim Marburg Marktheidenfeld Marl Marsberg* Mechernich Meisenheim* Memmingen Meppen Merzig Mindelheim Minden Moers* Mönchengladbach Mühlacker Mühlhausen Mülheim an der Ruhr München* Münster Mutlangen Nagold Neckargemünd Neresheim Neubrandenburg Neumarkt Neumünster
Neuss Neustrelitz Neu-Ulm Nienburg Nordhausen Nördlingen Nürnberg* Nürtingen Oberhausen* Oberursel Oelde Offenbach* Offenburg Oldenburg* Oldenburg i. Holstein Olpe Oranienburg Osterode Ostfildern* Paderborn* Parchim Passau* Peine Perleberg Pfaffenhofen Pforzheim Plochingen Potsdam Pritzwalk Püttlingen Quedlinburg Radebeul Rastatt Rathenow Ravensburg* Recklinghausen* Regensburg Reichenau Reinbek Rendsburg Reutlingen* Rheine Riesa Rinteln Rockenhausen Rosenberg Rosenheim Rostock Rotenburg/Wümme Rottweil* Saalfeld/Saale Saarbrücken* Saarlouis Sachsenhausen Salzgitter Salzwedel Sangerhausen Schleiz Schleswig Schneeberg Schönebeck Schorndorf Schramberg Schwäbisch Gmünd Schwäbisch Hall Schwarzach Schwedt Schweinfurt Schwerin
Neunkirchen
Schwerte Seligenstadt Siegen Sindelfingen Singen Spaichingen Speyer* Stade Stadthagen Stemwede Stolberg Stollberg Stralsund Straubing Strausberg Stuttgart* Suhl Sulzbach Taufkirchen Teningen Teterow Thuine Trier Troisdorf Tübingen Tuttlingen* Uelzen Ulm Unna Vechta Verden Viersen Villingen-Schwenningen Warstein Wasserburg Weiden Weilmünster Weinheim Weissenau Weißenburg Weißenfels Weißenthurm Wermelskirchen Wernigerode Wesel Westerstede Westerwald Wetzlar Wickede-Wimbern Wiechern Wiesbaden* Wittenberg Wittingen Wittlich Wolfach Wolfenbüttel Wolfsburg Wolgast* Worms* Wriezen Wuppertal Wurmlingen Würzburg* Zschopau Zwiefalten * mehrere Installationen pro Standort
Aachen Achern
Belgium Brugge Brüssel* Dendermonde Rocourt-Liege Ronse St. Vith
Bulgaria Sofia
China Hongkong Nanjing
Denmark Veijle
France Montrouge Lievin
Great Britain Aberdeen Dundee Inverness Newcastle upon Tyne Nottingham
Italy Bari Bologna* Bozen Bussolengo Palermo Ravenna Rom San Bonifacio Tarent Turin Vicenza
Kuwait Bayan Safat Kingdom Saudi-Arabia Al Kharj Dhahran* Hafr Al Batin Jeddah Jizan Jubail Khamis Madina Mushayet Najran Qassim Riyadh* Sharoura Tabuk* Taif* Wadi Al Dawasir Princedom Liechtenstein Vaduz
Luxembourg Esch-sur-Alzette Luxemburg*
Macedonia Skopje
Arnhem Delft Eindhoven Geldrop Gorinchem Leeuwarden Nijmegen* Tilburg* Zwolle Norway Gjøvik Kristiansand Oslo Trontheim Austria Bad Ischl Bregenz Dornbirn Ehenbichl Eisenstadt Feldkirch Freistadt Gmunden Grieskirchen Hall in Tirol Innsbruck* Kirchdorf a.d. Krems Kitzbühel Kufstein Lienz Linz* Mauer Mistelbach
Netherlands Alkmaar
Reutte-Ehenbichl Ried im Innkreis Rohrbach Schärding am Inn Schwarzach im Pongau Schwaz St. Johann Steyr Vöcklabruck Wien* Zams Sweden Borås Lund Sundsvall Umea Switzerland Aarau* Aarberg Allerheiligenberg
Altstätten Appenzell Baden Basel* Belp Bern* Biel Billens Bruderholz Brunnen Bülach Burgdorf Cham Châtel-St-Denis Crans-Montana Dornach
Fribourg* Frutingen Grabs Grenchen Heiligenschwendi Herisau Horgen Ilanz Lachen Langenthal Langnau i. Emmental Laufenburg Lausanne Liestal Locarno Lugano* Luzern* Maennedorf Marsens Meiringen Meyriez Münsingen Nottwil Olten Pfäfers* Rheinfelden* Riaz Riggisberg Rorschach Saanen Samedan Schaffhausen* Schinznach Schlieren Schwyz Singine Solothurn St. Gallen* St. Pirminsberg St. Urban
Sursee-Wolhusen
Ehenbichl Erlenbach Flawil
Unterägeri Unterseen Uznach* Walenstadt Wattwil Wetzikon Will Zihlschlacht Zürich* Zweisimmen Spain Cordoba Dénia Madrid Reus - Tarragona Valladolid
Tafers Thun Thusis
Turkey Diyarbakir
USA Atlanta Birmingham Brooklyn Greenwood Nyack Phoenix Scottsdale Seattle South Carolina
* Several installations per city
25
Findings are requested electronically, and the results are reported back in the system. Integrated ward solutions from NEXUS (RIS / PACS) simplify comprehensive communication without anything missing.
The Supervisory Board was informed in written and oral reports at regular intervals by the Executive Board about the respectively current development of business, the risk situation and especially about important events in the business year 2008. The Supervisory Board has fulfilled its checking and monitoring obligations.
The business transactions submitted for approval to the Supervisory Board due to legal and company statutes were checked and discussed with the Executive Board. In addition, the Chairperson of the Supervisory Board as well as his deputy were informed about the course of business at regular intervals.
The Supervisory Board dealt in depth the topic of "Corporate Governance" in its session on 11 December 2008, especially with the German Corporate Governance Code. The Supervisory Board passed a resolution about the common correspondence statement of Supervisory Board and Executive Board in line with Clause 161 of the German Stock Corporation Law. The corresponding declaration is published in the Internet at www.nexus-ag. de and the year-end report on page 80.
In the four meetings during the business year, the Supervisory Board dealt above all with the current business situation, further strategic development as well as possible and current company acquisitions. The chances and risks of acquisition candidates were discussed intensively and negotiations were supported actively. Another focal point in the sessions was the further internationalization of the company.
The Supervisory Board also dealt with changes in the Executive Board due to the leaving of Stefan Burkart as of 31 December 2008 in line with his contract. Edgar Kuner and Ralf Heilig were appointed Executive Board members effective 1 Jan. 2009 at the Supervisory Board meeting of 11 Dec. 2008.
The Annual Financial Statement drawn up by the Executive Board of NEXUS AG, the Status Report, the Group Financial Statement and Group Status Report for the business year 2008 were audited with inclusion of the accounting of HHS Hellinger Hahnemann Schulte-Gross GmbH, Auditing Company, Stuttgart. The auditors did not raise any objections and confirmed this in an unrestricted audit certificate. The Annual Financial Statement documents and the auditing report were submitted to the Supervisory Board on time; it checked them thoroughly and discussed them in detail in the meeting of the Supervisory Board of 13 March 2009. The auditor also took part in the financial audit committee meeting and in the meeting on 13 March 2009 of the Supervisory Board, and the auditor reported about the essential results of the audit and answered any questions.
On the basis of the check of the financial audit committee and its own audit, the Supervisory Board approved the result of the check of the audit with the resolution of 20 March 2009. No objections were raised following the final result of the check by the financial audit committee and the check by the Supervisory Board. The Supervisory Board approved the Annual Financial Statement drawn up by the Executive Board, the Status Report, the Group Financial Statement and Group Status Report as of 31 December 2008. Consequently, the Annual Financial Statement has been completed.
The Supervisory Board thanks the former Executive Board member Stefan Burkart for his many years of loyal and successful work for NEXUS AG and wishes him all the best for his future. The Supervisory Board would also like to thank the staff and the Executive Board of the company for their successful work and their high degree of personal dedication to the NEXUS AG and all associated
companies. In addition, the Supervisory Board would like to extend its congratulations for another very successful business year, which should be especially emphasized in times of economic upheavals and the financial market crisis.
Villingen-Schwenningen, 20 March 2009 The Supervisory Board
Dr. Hans-Joachim König Chairperson
NEXUS is a supplier of IT solutions for hospitals and specialist clinics. With the core products:
solutions are adapted to customer needs and specifi c customer processes are depicted. The software architecture is modular, open and service-oriented and consequently can be integrated into existing IT infrastructures. The service orientation of the products makes it possible to integrate functions (services) into third-party products and newly acquired solutions too. In this way, regular customers of newly acquired companies can profi t directly from additional functions.
The various modules of the software solution are used for improving administration processes, billing processes and course of treatments as well as for optimizing the quality of the documentation of patient data. The goal of our products is to offer our customers everything necessary for digitalization, acceleration and qualitative improvement of their business processes. IT services round out the performance range.
NEXUS sells mainly to customers in the public healthcare system. Consequently, it is strongly dependent on the developments of budgets in the healthcare system and structural changes in hospitals in addition to the competitive situation. Hospitals in German remain affected by budget restrictions as in the past.
The year 2008 was very successful with respect to the number of orders received. With 52 new customers, we did not reach the high level of the two previous years, but we still have a satisfactory number of orders received. It is especially good news that we have been able to get new customers in all product sectors. In the area of overall systems, we were able to fi ll eight new hospitals and psychiatric institutions with enthusiasm for our products, and we have 44 new customers for ward/department solutions. Our new contracts in the radiology sector are to be emphasized here. We were able to sign up six new customers in this area.
Thanks to purchase of 100% of the shares of MEDOS AG, Langenselbold on 1 August 2008, we have been able to expand our competence in the area of radiology information systems and acquire important skilled personnel for this business area. In addition, a 50:50 joint venture (NEXUS / ARABIA ltd.) was founded with our local partner in Saudi Arabia, which has capital stock of TSAR 500.
The technological and market-oriented integration of the companies and products acquired over the past years was also continued in 2008. While technological integration is already quite far along, organizational integration was the focus in 2008. The diagnostic product groups (radiology, gynecology, pathology and cytology) and the area of intensive care were joined to form the organizational unit NEXUS / DIS (NEXUS / Diagnostic Information Systems). The hospital information systems of the product areas MEDICARE and MEDFOLIO as well as the quality management product area were joined in the unit NEXUS / CIS. The company is to be restructured in line with these units starting in 2009.
With sales of EUR 34.82 million, NEXUS AG surpassed its target of EUR 33.50 million. It was not possible to achieve the set EBT target of 2.0 million, which amounted to 1.85 million in 2008.
NEXUS expanded its own market position thanks to new orders and improved its position substantially in the radiology sector with the acquisition of MEDOS AG, Langenselbold. The focus of NEXUS sales in 2008 remained in the Healthcare Software Division. In comparison to 2007, the division again achieved a substantial increase in sales. In addition to organic growth, this division was strengthened by the previously cited company acquisitions. NEXUS / PASCHMANN GmbH was also included with a complete business year (seven months in the previous year) in the Group result.
Our international business in the Healthcare Software area declined somewhat in 2008. Our activities in Switzerland, Austria and Arabian countries remain an essential component of our business. The Healthcare Service Division improved its sales and result thanks to development of new business fi elds.
The year 2008 was characterized by the focal points of "innovation projects" and "continuation of product integration of acquired systems". Substantial resources were invested in development and further development of new medical software components and services, for example, the intensive care module, medication and the new nursing component. The development of a complete solutions for Arabian countries, the development of a referral portal as well as the new development of financial accounting and materials management solutions for the international market were also essential steps in 2008.
The NEXUS Group had consolidated sales of KEUR 34,824 in 2008 following KEUR 29,712 in 2007. This represents an increase in sales of KEUR 5,112 (17.2%). The MEDOS AG share of growth was KEUR 3,237 (63.3%). NEXUS / PASCHMANN GmbH, which was included for the complete business year for the first time, was able to increase sales by KEUR 1,096.
The pre-tax profit for the year improved from KEUR 1,677 in the previous year to KEUR 1,854 (+10.5%). KEUR -9 from the integration of MEDOS AG are contained in the consolidated results figures for 2008.
The EBITDA 2008 was KEUR 6,155 following KEUR 5,129 in 2007 (+20.0%). As a result, NEXUS AG has improved the EBITDA for the eighth year in succession on an annual basis.
The pre-tax profit for the year after taxes and shares of third parties also improved substantially compared to the previous year to KEUR 1,488 (+28.0%), whereby deferred tax burdens of KEUR 274 not affecting payment are contained in this amount. Higher revenues are the main reason for the result improvement, especially in the product areas of MEDOS, NEXUS / MEDFOLIO and NEXUS / MEDICARE.
The segment results also show the same situation. The Healthcare Software Division achieved a result of KEUR 491 following a result of KEUR 436 (+KEUR 12.6%) in the previous year. The Healthcare Service Division improved its result after taxes from KEUR 558 in the previous year to KEUR 835 (+49.6%).
The equity capital of NEXUS was KEUR 44,494 on the cutoff date following KEUR 43,506 in the previous year, which corresponds to an equity capital rate of 80.4% (previous year: 80.3%). The amount of liquid funds (including securities) as of 31 December 2008 was KEUR 9,460 (previous year: KEUR 12,071) and represents 17.1% (previous year: 22.3%) of the balance sheet total. (Unsold) stock price losses for securities held by the company in the amount of KEUR 860 have a negative effect on the liquid funds. The company has sufficient liquidity with its existing liquid funds to achieve its current growth plans. The inflow and outflow of funds is shown in the cash flow statement. A cash flow from current business activities of KEUR 4,258 was generated in 2008 following KEUR 2,964 the business year 2007 (+43.7%).
The reduction of receivables in the amount of KEUR 610 has a positive effect on the operative cash flow, which was possible despite the substantial increase in sales volume. The cash flow from investment activities before incoming/outgoing payments from sales/purchase of securities was KEUR 4,965 (previous year: KEUR 8,280) as of the balance sheet date and essentially explains the decrease of liquid funds (including securities) in addition to the stock price declines.
Earnings before tax in KEUR
The Healthcare Software Division provides software products, which we created, on the international market for institutions in the health care sector. It is divided in its internal organization into the units NEXUS / CIS, NEXUS / DIS and NEXUS / HOSPIS (Switzerland). This division achieved sales of KEUR 30,175 in 2008 following KEUR 25,710 in the previous year. This represents an increase of 17.3%. The substantial growth of this sector is especially the result of the good order situation of the area of hospital information systems (MEDFOLIO / MEDICARE) and the integration of MEDOS AG.
Successful Reorientation of Business
The Healthcare Service Division provides IT services for institutions in the healthcare system in Germany. This division achieved sales of KEUR 4,649 in 2008 following KEUR 4,002 in 2007 (+16.2%) and was able to place new products successfully.
Competition for talented people in the market of medical information systems is already a tradition. In this area dependent on knowledge, in which medical knowledge is combined with informatics to create customer-oriented solutions, the success of development projects often depends on the knowledge and education of individuals. Consequently, NEXUS puts a great deal of value on effi cient management of human resources.
The number of employees and their structure at NEXUS has increased and changed considerably due to hiring new people and company acquisitions. While there were 302 employees in the previous year on the cut-off date of 31 December 2008, there are now 340 people employed in the NEXUS Group.
The most signifi cant investment in 2008 was the acquisition of MEDOS AG, Langenselbold. NEXUS AG acquired 100% of the shares of MEDOS AG, Langenselbold with the contract on 31 July 2008. We have strengthened the radiology business of our Group, which has grown very strongly over the past years, substantially with that. NEXUS will support more than 200 radiology and radiooncology customers in fi ve countries in the future and has a wide and modern product range for these areas. The shares were bought for cash. Of the purchase price in the amount of KEUR 2,200, KEUR 892 were for the purchased shares and KEUR 1,308 for an acquired claim against MEDOS AG of an existing shareholder. The purchase costs for the company acquisition were KEUR 919 plus incidental acquisition costs. The purchase price was split in accordance with IFRS 3. KEUR 1,247 was identifi ed as development costs, KEUR 467 as customer relations (customer base) and KEUR 458 as deferred tax asset. KEUR 986 were capitalized as goodwill.
Capitalized development costs increased by 7.5% to KEUR 4,122 (previous year: KEUR 3,834). The capitalized developments in 2008 include services, which were provided in connection with the standard functions of the products: NEXUS / MEDFOLIO, the electronic hospital information system for somatic hospitals, NEXUS / MEDICARE, the overall system for psychiatric institutions, NEXUS / INORMS, the integrated radiology information system and PACS (Picture Archiving System), NEXUS MEDOS, the radiology information system and NEXUS / GMT, the system for obstetrics and gynecology solutions as well as - especially in 2008 - the NEXUS / HOSPIS product series. The development cost increases in 2007 and 2008 were the result of the newly integrated development area HOSPIS for the sectors of fi nancial management and materials management. Development investments in the amount of KEUR 4,767 are planned for the business year 2009. The Group does not conduct any research. A total of 108 people were employed in the development sector in the report year (96 in the previous year).
NEXUS AG is listed on the Frankfurt securities market in Prime Standard under securities identification number (WKN) 522090. The subscribed capital in the amount of EUR 13,805,200 is composed of 13,805,200 shares of common stock at the nominal accounting value of EUR 1.00 each. Jupiter Technologie GmbH & Co. KGaA, Schwäbisch-Hall, owns 16.9% of the NEXUS AG stocks. Additional direct or indirect shares in capital, which exceed 10% of the voting rights, do not exist. Refer to the German Stock Corporation Law (subsection 8 ff) for information about the rights and obligations with respect to the common stock. Voting right restrictions and special control rights of individual stockholders do not exist.
There is no separation between voting right and stock for the employees with capital shares. Employees can exercise control rights directly. The company has not concluded any significant agreements, which take effect at a change of control. Compensation agreements of the company, which have been concluded with the members of the Executive Board or employees in the case of a takeover offer, do not exist. More far-reaching bylaws for naming or dismissing Executive Board members do not exist other than the legally applicable one. In addition, there are no essential bylaw provisions, which deviate from legal regulations and flexible regulations.
According to bylaw Section 4 Clause 4, the Executive Board is empowered to increase the capital stock of the company in the period until 31 May 2010 with approval of the Supervisory Board one time or several times up to a total of EUR 6,860,000 via issue of new no-par bearer stocks (individual share certificates) against cash and/ or capital subscribed in kind. The Executive Board shall decide about the conditions of the stock issue subject to approval by the Supervisory Board. The empowerment to purchase own stocks requested at the general stockholders meeting ended on 31 November 2008.
With the ad-hoc announcement of 31 December 2008, the Executive Board of NEXUS AG published the Supervisory Board resolution to increase the Executive Board from two members to three members effective 1 January 2009. Ralf Heilig was appointed to the Executive Board to replace Stefan Burkart, who left the board, and Edgar Kuner was appointed to the Executive Board to head the Executive Board Development Department.
The Supervisory Board of NEXUS AG sets the structure and amount of remuneration to the Executive Board members. The remuneration system for the Executive Boards is based on the principles of orientation to performance and result and is composed of a success-independent base payment as well as success-dependent components. Criteria for the appropriateness of the remuneration to each Executive Board member especially include the responsibilities of the respective Executive Board member, his personal performance, the economic situation, the success and future outlook of company under consideration of the market environment. In addition, the Group maintains a pecuniary loss insurance policy for its executive body members (i.e., a directors and officers liability insurance policy).
The success-independent base remuneration is composed of a fixed sum, paid in 12 monthly payments, and nonmonetary compensation, which equal the value of company car use in line with tax stipulations. For the employee pension scheme, the Group also makes payments into a life insurance policy and a pension fund. The success-independent components include an annually recurring component linked to company success and a component with a long-term stimulus effect and risk character in the form of stock options. The components linked to company success are oriented to the EBIT of the Nexus Group. No further stock options were granted to the Executive Board members in the report year, as was the case in the previous year. You can find detailed information about the stock option plans in the appendix.
The total remunerations of the Executive Board members are as follows in comparison to the previous year:
| 2007 | 2008 | |
|---|---|---|
| SALA RY COMPON ENTS |
KEUR | KEUR |
| Success-independent components | 281 | 324 |
| Success-dependent components | 150 | 183 |
| TOTAL | 431 | 507 |
Based on the resolution of the general stockholders meeting of 18 June 2007, no individualized information about the salaries of Executive Board members is provided in line with Section 286 Clause 5 of the German commercial code.
There are no promises concerning compensation to Executive Board members in the case of leaving the board prematurely.
The general stockholders meeting of NEXUS AG sets the structure and amount of remuneration to the Supervisory Board members; this is regulated in the bylaws of NEXUS AG. The remunerations are based on the tasks and responsibilities of the Supervisory Board members as well as on the business success of the Group. Every Supervisory Board member receives an annual payment, which is composed of fixed and variable amounts. The fixed remuneration for the Supervisory Board chairperson is EUR 12,500 and EUR 10,000 for the other Supervisory Board members. In addition, a variable payment dependent on the result is paid. In addition, the Group maintains a pecuniary loss insurance policy for its executive body members (i.e., a directors and officers liability insurance policy).
NEXUS has had a controlling tool, which is part of risk management, since the business year 2001. In addition to intensive cost and result management, which is monitored within the framework of management and Supervisory Board meetings at regular intervals, a risk management manual was introduced that serves management as basis for the risk management system according to Section 91 (2) of the German Stock Corporation Law, including risk reporting. Especially the following risks have been identified and are monitored throughout the Group within the framework of the organizationally implemented risk management system:
As every company, NEXUS is subject to management risks, which are countered with systematic reporting that defines the detailed planning and control processes. Reporting, documentation and development of measures are regulated in the risk manual of NEXUS. The Executive Board checks its implementation at regular intervals. Risks were especially observed in the area of customer projects and financial investments in 2008.
The company has a substantial number of securities, which are subject to interest and price risks and are consequently watched very closely. Investment options are also considered in this respect. The securities portfolio contains KEUR 3,655 of fixed-interest corporate bonds, shares in funds in the amount of KEUR 408 and money market bonds in the amount of KEUR 1,256. Risk is controlled for the bonds via selection of securities with a correspondingly high credit standing of the debtors. The current market value of the securities (without own shares) declined by KEUR 860 compared to the previous year. Depending on the development of the financial markets, the current market value can decrease further or increase again.
Exchange rate risks are created by sales made in Switzerland (Swiss francs) and in Arab regions (US\$) and the resultant receivables, which are subject to exchange rate fluctuations until payment. In 2008, US\$ payments for 2009 were secured in the amount of US\$ 2.0 million at an exchange rate of 1.26 via a future exchange transaction.
Non-payment risks or risks that a contractual partner cannot fulfill his payment obligations are controlled within the framework of debt management (e.g., credit investigations). Non-payment risk concentrations are created temporarily in the Group within large projects. The maximum risk amount results from the book value of the capitalized finance instruments.
Increased attention is being paid to the development of business at subsidiaries. They report their results monthly. The Executive Board is directly involved in decisive decisions.
The Group strives to have sufficient means of payment and equivalents for this or have corresponding irrevocable credit lines to fulfill its obligations over the coming years. In addition, the company has approved capital available in the amount of KEUR 6,860 (previous year: KEUR 6,860) for further capital increases. Risks from fluctuations of payment flows do not exist at this time due to the high liquidity and the increasingly smooth payment flows.
The complete economic environment currently presents a risk. The substantial drops in growth in the economy could also result in budget restrictions of public and private clients. The market for software systems in the medical area is still characterized by tough competition and strong supplier concentration. However, the intensity of competition could be reduced in the medium term due to the lower number of competitors. If other companies are able to establish their products as standards in spite of the segmented market, the strategy of NEXUS as a supplier to small- and mediumsized companies with an international presence will not be successful. Due to progressing consolidation, the possibility of a takeover by a competitor also continues to exist.
The company has capitalized intangible assets to a substantial extent in the form of goodwill (KEUR 11,636), technology and customer base (KEUR 5,203) as well as development costs (KEUR 9,532). On the balance sheet cut-off date, the value of the goodwill was checked based on the DCF (discounted cash flow) method. Based on the expectation for positive results in the future, there is no need for devaluation. If the assumptions do not become reality in the future, there could be a need for devaluation of the goodwill and also of the other intangible assets and liabilities.
NEXUS AG and its subsidiaries have capitalized deferred taxes from losses carried forward to a considerable extent. If it is no longer to be expected that profits can be earned to use the losses carried forward, the valuation would have to be completely or partially reduced. If tax laws change concerning handling of losses change, if could become necessary to reduce the capitalized deferred taxes completely or partially.
In the year 2008, NEXUS AG continued to have the objective of advancing product development quickly and implement the contracted customer projects in Germany and foreign countries. This objective was to be realized to achieve further growth and improvement of results. NEXUS AG was able to realize its self-defined goals to a great extent in 2008 and even surpass them in part.
At the same time, the increasing company size and the increased complexity of the tasks facing us show very clearly that we have to concentrate more than previously on increasing customer satisfaction and standardizing our processes and systems. There are deficits here, which we have to eliminate. On the basis then created, we are planning on accelerating our growth in the fall of 2009 and the subsequent periods using more pro-active marketing of our products.
Against this background and against the background of current economic turbulence, we expect business to develop moderately but continue to increase in 2009. The basis for this assessment is the prediction that the market for medical software will continue to grow and that NEXUS AG is in a good position with its product portfolio. Given this prerequisite, we have also a considerable chance of achieving above-average growth in the future as in the past years.
Investments will also be made in product development and possibly in additional acquisition purchases in 2009 and probably in the subsequent years. We also expect a clearly positive, operative cash flow, and the increased share in maintenance contracts and revenues from partnerships will increase revenues even more. The positive amount of orders on hand and the good contract outlook in international and national business make these expectations realistic.
NEXUS AG will also continue to pursue a moderate expansive business policy in 2009 and - seen from today's viewpoint - in the subsequent years. In addition to organic growth in our traditional markets, this includes opening up new markets or the possible acquisition of companies. On the other hand, our development strategy will be structured for less expansion. Thanks to the high degree of functional penetration of our products, the focus will be on consolidating developments and quality assurance of our products. We are going to make a technology switch to the new strategic platform of NEXUS in individual areas. We will continue to expand the positioning of NEXUS as a fast growing, international software company specialized in innovative medical information systems. Our system strategy to provide a uniform technology basis for clinical and diagnostic areas composed of modular, standardized software components, which can be combined individually for the clinical areas of use, will remain the basis of our development. This positioning has become increasingly established on the market and made it possible for us to win significant market shares.
We have achieved a competitive position rich in chances nationally and internationally over the past years and now are well equipped to grow further organically thanks to our attractive customer base. We have demonstrated that we are also able to implement large international projects and have a modern and extremely complete range of products. We are going to build on these strengths in 2009 in spite of market turbulence. We have to solve the topics of "standardization" and increased "customer satisfaction" before we enter into another strong expansion phase. But we are confident that we will reach this point in 2009. We will be judged by that and further improved business figures, which we expect not only for 2009 but also for 2010.
No events of special significance occurred between the time of the balance sheet cut-off date and drawing up of the financial report, which would require reporting.
Villingen-Schwenningen, 18 March 2009
NEXUS AG The Executive Board
| Consolidated Balance Shee t of December 31, 2008 ASS ETS |
Notes | 12/31/2007 | 12/31/2008 |
|---|---|---|---|
| KEUR | KEUR | ||
| Long-ter m capital |
|||
| I. Intangible assets |
(4) | 23,031 | 26,896 |
| 1. Concessions / Licenses | 216 | 525 | |
| 2. Goodwill | 10,586 | 11,636 | |
| 3. Development costs | 8,888 | 9,532 | |
| 4. Customer Base / Technology | (3) | 3,341 | 5,203 |
| II. Property, plant and equipment |
(5) | 1,009 | 1,196 |
| 1. Tenant installations | 25 | 60 | |
| 2. Factory and office equipment | 984 | 1,136 | |
| III. Financial assets | (6) | 143 | 213 |
| 1. Investments in associates | 48 | 101 | |
| 2. Other tangible assets | 95 | 112 | |
| IV. Deferred taxes | (7) (23) | 3,899 | 3,965 |
| Total long-ter m capital |
28,082 | 32,270 | |
| Short-ter m capital |
|||
| I. Inventories |
316 | 279 | |
| 1. Raw materials and supplies | 74 | 48 | |
|---|---|---|---|
| 2. Work in progress | 121 | 103 | |
| 3. Finished goods | 121 | 128 | |
| II. Receivables and other assets |
(8) | 13,685 | 13,234 |
| 1. Trade receivables | 10,099 | 9,489 | |
| 2. Receivables from associated companies | 53 | 6 | |
| 3. The gross amount due to customers for projects as an asset | 544 | 875 | |
| 4. Tags refund claims | 432 | 450 | |
| 5. Other assets | 2,557 | 2,414 | |
| III. Securities | (9) | – | 129 |
| IV. Cash and cash equivalents | (10) | 9,681 | 5,319 |
| V. Kassenbestand, Guthaben bei Kreditinstituten | 2,390 | 4,141 | |
| Total Short-ter m capital |
26,072 | 23,102 | |
| Total Assets | 54,154 | 55,372 |
| Consolidated Balance Shee t of December 31, 2008 EQUITY AND LIABILITIES |
NOT ES |
12/31/2007 | 12/31/2008 |
|---|---|---|---|
| KEUR | KEUR | ||
| Equi ty |
|||
| I. Subscribed capital |
(11a) | 13,805 | 13,805 |
| II. Capital reserve |
(11c) | 39,372 | 39,483 |
| III. Other reserves | – | – | |
| IV. Equity capital difference from currency translation | (11d) | 10 | 59 |
| V. Valution reserve for financial instruments | (11e) | -383 | -999 |
| VI. Reserve for pensions | (11f) (12) | -89 | -72 |
| VII. Loss carry-forward | -10,666 | -9,503 | |
| VIII.Annual net profit / loss | 1,163 | 1,488 | |
| IX. Treasury stock | (11b) | -26 | -26 |
| Equi ty capital attri butable to stockholder s of the pare nt company |
43,186 | 44,235 | |
| Minority interest | 320 | 259 | |
| Total Equi ty |
43,506 | 44,494 | |
| Long ter m liabilitie s I. Pension provisions II. Other provisions Total long ter m liabilitie s |
(12) (7) (23) |
545 1,529 2,074 |
534 2,112 2,646 |
| Short-ter m liabilitie s |
|||
| I. Other provisions |
(13) | 590 | 653 |
| II. Bank loans |
(14) | 185 | 111 |
| III. Received payments or orders | 1,182 | 947 | |
| IV. Trade accounts payable | 2,500 | 2,431 | |
| V. Liabilities with associated companies | (14) | 22 | – |
| VI. Tax liabilities | (14) | 804 | 1,016 |
| VII. Other liabilities | (14) | 3,291 | 3,074 |
| Total Short-ter m liabilitie s |
8,574 | 8,232 | |
| TOTAL LIABILITIES AND EQUITY |
54,154 | 55,372 |
| Consolidated profi t and loss account |
NOT ES |
2007 | 2008 |
|---|---|---|---|
| KEUR | KEUR | ||
| 1. Revenue | (16) | 29,712 | 34,824 |
| 2. Increase / decrease in finished goods and work in progress | 23 | -23 | |
| 3. Other capitalized company work | 3,834 | 4,122 | |
| 4. Other operating income | (17) | 1,440 | 2,067 |
| 5. Cost of materials | (18) | 6,522 | 7,395 |
| a) Cost of raw materials and supplies | 5,346 | 5,452 | |
| b) Cost for purchased services | 1,176 | 1,943 | |
| 6. Personnel expenses | (19) | 16,900 | 20,099 |
| a) Wages and salaries | 14,453 | 17,169 | |
| b) Social costs | 2,447 | 2,930 | |
| 7. Depreciation and amortization of fixed intangible and tangible assets |
(3) | 4,135 | 4,829 |
| 8. Other operating expenses | (20) | 6,435 | 7,331 |
| a) Cost of operation | 1,576 | 1,804 | |
| b) Cost of distribution | 1,776 | 2,038 | |
| c) Cost of administration | 2,211 | 2,357 | |
| d) Other expenses | 872 | 1,132 | |
| 9. Other taxes | 23 | 10 | |
| Oper ating income |
994 | 1,326 | |
| 10. Revenue from associated companies | (21) | 9 | 1 |
| 11. Interest and similar income | (22) | 689 | 553 |
| 12. Interest payable and other similar charges | (23) | 15 | 26 |
| Profi t bef ore tax |
1,677 | 1,854 | |
| 13. Income taxes | (24) | -480 | -321 |
| Annual net profi t |
1,197 | 1,533 | |
| Are attributable to: | |||
| 14. Stockholders of parent companys | 1,163 | 1,488 | |
| 15. Minority interest | 34 | 45 | |
| 1,197 | 1,533 | ||
| Weighted average of issued shares (in thousands) | 13,791 | 13,805 | |
| Result per share in EUR (diluted and undiluted) |
(25) | 0.08 | 0.11 |
| other compre hensive income |
||
|---|---|---|
| Actuarial profits and losses | 77 | 17 |
| Currency conversion differences | 2 | 49 |
| Valuation of financial instruments at Fair Value | -384 | -860 |
| Deferred taxes | 54 | 244 |
| Income and expenses entere d dire ctly in equi ty capital |
-251 | -550 |
| Annual net profi t |
1.197 | 1.533 |
| Over all re sult of the peri od |
946 | 983 |
| cash flow | notes | 2007 | 2008 |
|---|---|---|---|
| KEUR | KEUR | ||
| 1. Cash Flow om oper ating activitie s |
(27) | ||
| Profit before minority interest and before tax | 1,677 | 1,854 | |
| Depreciation and amortization of intangible assets and plant, equipment and other fixed assets | 4,135 | 4,829 | |
| Other expenses / income with no impact on cash | 123 | -1,157 | |
| Profit / loss from disposal of long term capital | 135 | 8 | |
| Profit / loss from disposal of securities | 46 | 90 | |
| Increase / decrease in inventories | 55 | 363 | |
| Increase / decrease in trade receivables and other assets that cannot be allocated to investing or financing activities |
-3,110 | 1,200 | |
| Changes in provision not included in equity | -144 | -498 | |
| Increase / decrease in trade accounts payable and other liabilities without attribution to investing and financing activities |
-573 | -3,040 | |
| Interest paid | -14 | -26 | |
| Interest payments received | 693 | 668 | |
| Income taxes paid | -243 | -222 | |
| Income taxes received | 184 | 189 | |
| 2,964 | 4,258 | ||
| 2. Cash Flow om fi nancing activitie s |
(28) | ||
| Cash paid for investments in property, plant and equipment / intangible assets | -4,903 | -4,937 | |
| Cash paid for investments in fixed assets | -688 | -433 | |
| Cash paid for investments in financial assets | -22 | -70 | |
| Cash received from purchase price adjustments at subsidiaries | 0 | 120 | |
| Cash received from disposal of fixed assets | 0 | 13 | |
| Purchase of subsidiaries after deduction of acquired payment means | -2,667 | 342 | |
| Cash received from disposal of securities | 6,663 | 3,433 | |
| Cash paid for investments in securities | -1,994 | 0 | |
| -3,611 | -1,532 | ||
| 3. Cash Flow om fi nancing activitie s |
(29) | ||
| Cash received for equity | 0 | -106 | |
| Compensation of IPO costs | 166 | 0 | |
| Amount paid out for redeeming loans | -26 | 0 | |
| Purchase common shares | 0 | -854 | |
| 140 | -960 | ||
| 4. Cash and cash equi valents at end of scal year |
(30) | ||
| Cash-relevant changes in cash and cash equivalents (sum of 1 + 2 + 3) | -507 | 1,766 | |
| Change in currency translation adjustment | 0 | 89 | |
| Cash and cash equivalents at beginning of fiscal year | 2,712 | 2,205 | |
| 2,205 | 4,060 | ||
| 5. Composition of cash and cash equi valents |
|||
| Cash on hand | 2,390 | 4,141 | |
| Bank liabilities due on demand | -185 | -81 | |
| 2,205 | 4,060 |
| Development of Group Equi ty for the Fiscal Years 2006 and 2007 |
Subscri bed capital |
Capital ser ves |
Other provisions |
Equi ty differe nce om curre ncy conver sion |
Reser ve for nancial instru ments |
|---|---|---|---|---|---|
| kEUR | kEUR | kEUR | kEUR | kEUR | |
| Consolidated equi ty as of 1 January 2007 |
13,720 | 39,131 | 1 | 8 | -94 |
| Transfer of 2006 consolidated loss to consolidated loss carry-forward |
|||||
| Total income entered directly in equity capital | -1 | 2 | -289 | ||
| Profit before tax 2006 | |||||
| Over all re sult of the peri od 2007 |
0 | 0 | -1 | 2 | -289 |
| Exercised stock options | 85 | 80 | |||
| Purchase common shares | |||||
| Expenses in shared-based compensation | -4 | ||||
| Stock-based payment | 165 | ||||
| Consolidated equi ty on December 31, 2007 |
13,805 | 39,372 | 0 | 10 | -383 |
| Profit before tax 2007 entered directly in accumulated deficit |
|||||
| Total income entered directly in equity capital | 49 | -616 | |||
| Profit before tax 2008 | |||||
| Over all Result of the peri od 2008 |
0 | 0 | 0 | 49 | -616 |
| Bildung Rücklage für eigene Anteile | |||||
| Distribution to minority shareholders | |||||
| Stock-based payment | 111 | ||||
| Consolidated equi ty on December 31, 2008 |
13,805 | 39,483 | 0 | 59 | -999 |
41
| Reser ve for pensions |
Consoli dated loss carr y forw ard |
Consoli dated defi cit / profi t |
Tre asur y stock |
Equi ty capital attri butable to stock holder s of the pare nt company |
Minori ty intere st |
Sum equi ty |
Authori zed capital |
|---|---|---|---|---|---|---|---|
| kEUR | kEUR | kEUR | kEUR | kEUR | kEUR | kEUR | kEUR |
| -126 | -11,370 | 704 | 0 | 41,974 | 286 | 42,260 | 6,860 |
| 704 | -704 | 0 | 0 | ||||
| 37 | -251 | -251 | |||||
| 1,163 | 1,163 | 34 | 1,197 | ||||
| 37 | 0 | 1,163 | 0 | 912 | 34 | 946 | |
| 165 | 165 | ||||||
| -26 | -26 | -26 | |||||
| -4 | -4 | ||||||
| 165 | 165 | ||||||
| -89 | -10,666 | 1,163 | -26 | 43,186 | 320 | 43,506 | 6,860 |
| 1,163 | -1,163 | 0 | 0 | ||||
| 17 | -550 | -550 | |||||
| 1,488 | 1,488 | 45 | 1,533 | ||||
| 17 | 0 | 1,488 | 0 | 938 | 45 | 983 | |
| 0 | 0 | ||||||
| 0 | -106 | -106 | |||||
| 111 | 111 | ||||||
| -72 | -9,503 | 1,488 | -26 | 44,235 | 259 | 44,494 | 6,860 |
NEXUS Group (hereafter referred to as NEXUS) develops and sells software and hardware solutions with its corporate divisions "Healthcare Software" and "Healthcare Service" and provides IT services, especially for customers in the healthcare system. The Group focuses in the area of "Healthcare Software" on information systems for hospitals and psychiatric, rehabilitation and social institutions. The "Healthcare Service" Division provides IT services for IT operation, especially in the healthcare system. NEXUS AG is the highest ranking parent company.
The registered business address of the NEXUS AG is: Auf der Steig 6, 78052 Villingen-Schwenningen, Germany.
NEXUS AG is registered in the commercial registry of the Freiburg local court under number HRB 602434. NEXUS AG is listed on the securities market and in the Prime Standard segment.
This Appendix was written for the Group Financial Report for the business year 2008 of NEXUS AG, Villingen-Schwenningen. The Group Financial Report, on which it is based, was drawn up by the Executive Board and approved for forwarding to the Supervisory Board on 18 March 2008.
| List of subsidiarie s consolidated |
31/12/2007 | 31/12/2008 | |
|---|---|---|---|
| Share s of Capital in % |
|||
| Full consolidation | |||
| NEXUS / CIS GmbH, Singen | 100.00 | 100.00 | |
| NEXUS Digitale Dokumentationssysteme | 100.00 | 100.00 | |
| Projektentwicklungsges.mbH, Wien | |||
| NEXUS / GMT GmbH, Frankfurt am Main | 100.00 | 100.00 | |
| nexus / HOLL GmbH, Ismaning |
100.00 | 100.00 | |
| NEXUS / INOVIT GmbH, Ismaning | 91.49 | 91.49 | |
| NEXUS.IT GmbH NORD, Villingen-Schwenningen | 100.00 | 100.00 | |
| NEXUS.IT GmbH SÜDOST, Singen | 50.20 | 50.20 | |
| NEXUS.IT GmbH SÜDWEST, Villingen-Schwenningen | 100.00 | 100.00 | |
| NEXUS Italia S.r.l., Bologna | 80.00 | 80.00 | |
| NEXUS Medizinsoftware und Systeme AG, Kreuzlingen, Schweiz | 99.98 | 99.98 | |
| nexus / PASCHMANN GmbH, Oberhausen |
100.00 | 100.00 | |
| nexus Schweiz GmbH, Schwerzenbach, Schweiz |
100.00 | 100.00 | |
| MEDOS AG, Langenselbold | – | 100.00 | |
| Equi ty consolidation |
|||
| G.I.T.S Gesundheitswesen IT-Service GmbH, Fürstenfeldbruck | 49.00 | 49.00 | |
| Medidata GmbH, Berlin | 25.00 | 25.00 | |
| NEXUS / ARABIA ltd., Riyad, Saudi Arabien | – | 50.00 | |
| Paladium-med GmbH, Berlin | – | 20.00 | |
| VEGA Software GmbH, Aachen | 30.00 30.00 |
This Group Financial Report has been prepared in keeping with the provisions of International Accounting Standards Board (IASB) required by the European Union following the balance sheet cutoff date in accordance with Section 315a Clause 1 of the German Commercial Code and the supplementary commercial law regulations. It is in keeping with the provisions of International Financial Reporting Standards (IFRS) applicable on the cutoff date, including the still applicable International Accounting Standard (IAS) and supplementary interpretations (IFRIC and SIC). Standards and interpretations of IASB, which are not applicable yet, have not been used.
The Group Financial Statement is shown in euros. If not otherwise noted, all values are rounded to thousands (KEUR).
In addition to the NEXUS AG as parent company, all operatively active domestic and foreign subsidiaries are included in the Group Financial Statement, for which NEXUS AG has the majority of voting rights directly or indirectly. Four affiliated companies as well as a joint venture were included in the balance sheets according to the equity method.
The Annual Financial Reports are shown in uniformly prepared, consolidationcapable financial reports in line with the International Financial Reporting Standards (IFRS). All companies included by 31 December 2008 have the calendar year as business year. MEDOS AG, Langenselbold, acquired in 2008, was consolidated in the Group according to the purchase method, starting with August 2008. Expenses and revenues starting from August are included in the Group Financial Statement. NEXUS / ARABIA ltd. Riyad (Saudi Arabia), which was founded as a joint venture with a Saudi Arabian partner in 2008, did not conduct any active business transactions in 2008. The joint venture is carried in the balance sheet according to the equity method in the Group Annual Report.
The purchase method is used for company purchases. Capital is consolidated at the time, at which ownership became effective. The shown equity capital of the acquired companies is offset against the book value of participation. The asset values as well as debts and possible debts are included with their current values. For companies, which were acquired after 31 March 2004, IFRS 3 (Business Combinations) is to be used. Within the framework of an identification process, balance sheets did not previously include IFRS 3, but intangible assets were capitalized if it was possible to carry them in the balance sheet. In addition, possible debts should be considered. Remaining value of potential earnings in excess of the book value is capitalized as goodwill according to IFES 3. The operating result shares, which other companies are entitled to, are shown separately below the profit and loss according or their shares are shown as separate positions within equity capital.
Debts and liabilities between the consolidated companies are offset within the framework of debt consolidation. Internal sales have been eliminated within the framework of expenditure and revenue consolidation. Elimination of interim results was not required. The consolidated profit and loss account is
prepared as completely consolidated profit and loss account according to the total costs procedure, in which all revenues and expenses are offset between the included companies. The conversion of foreign financial statements in other currencies was undertaken according to IAS 21 with the concept of functional currency.
The functional currency is the respective country currency for all companies. Any conversion differences resulting from that are entered in equity capital without affect on net income. The balance sheets of the Swiss Group Companies are accordingly converted with the cutoff date exchange rate of 1.4882 Sfr / Eur, the profit and loss account with the average exchange rate of 1.58725 Sfr / Eur, and the equity capital at historic rates. The same applies to conversion differences within the framework of debt consolidation insofar as it is a question of chargeable receivables and loans, which are to be considered as net investment in a foreign business operation according to IAS 21.32. All other conversion differences, which occur during debt consolidation, are entered with affect on profit.
The applied accounting and valuation methods correspond in principle to the methods used in the previous year. However, the International Accounting Standards Board (IASB) and the International Financial Reporting Interpretations Committee (IFRIC) have decreed the adjustment of two existing standards as well as a few new interpretations, which are obligatory for the business year 2008.
These are:
Reclassifications of financial assets in the sense of IAS 39 were not to be made. There are no effects on the assets, finances and profit situation of the Group arising from the new interpretations.
The shown values of the previous year were determined in principle according to the same accounting and valuation methods used in the present year. For reasons of comparison, changed or supplemented position names in the balance sheet, profit and loss account, and the flow of funds analysis are adjusted for reasons of clarity with respect to those shown for the previous year. This did not produce any effects on the shown assets, finances and profit situation of the Group.
Not yet applied IFRS Standards and IFRIC Interpretations valid as of 1 January 2009
NEXUS AG intends in principle to consider all standards at the time of the initial, obligatory application. The Group has not applied the following standards of the International Accounting Standards Board (IASB) and interpretations of the International Financial Reporting Interpretations Committee, which have already been published but have not taken effect yet, in advance.
The listed changes in the IFRS Standards and IFRIC Interpretations will most likely not affect or not essentially affect the recognition and measurement of assets and debts of the Group, but they might influence the type and way of publishing financial information.
The most important assumptions with respect to the future as well as any other essential sources of estimate certainties on the cutoff date, based on which a substantial risk exists that a substantial adjustment of accounting value of asset values and liabilities will be required, are explained below.
The Group checks at least once annually whether goodwill has depreciated. This requires estimation of the utilization value of the cash generating units, to which the goodwill is allocated. To estimate the utilization value, the Group must also select an appropriate discount rate allowed on advance payment of taxes to determine the cash value of this cash flow. The accounting value of the goodwill was KEUR 11,636 on 31 December 2008 (previous year: KEUR 10,586). You can find further details about this in the Appendix under item 4.
The adjusted current value of the acquired maintenance contracts (customer base) and acquired technology at the time of the company acquisitions was determined on the basis of estimated benefits, especially on the basis of future expected payment surpluses discounted by an appropriate interest rate and written off over the expected time of use on the basis of an assumed annual loss of customers. As of 31 December 2008, the value of capitalized customer base and technologies was KEUR 5,203 (previous year: KEUR 3,341).
Development costs are capitalized in line with the balance sheet and valuation method explained in Appendix item 2.4. The future course of benefits of the self-created developments is to be estimated for determining the depreciation type and period of capital expenditure for manufacturing costs. According to the best possible estimates, the accounting value of the capitalized development costs was KEUR 9,532 on 31 December 2008 (previous year: KEUR 8,888).
Active deferred taxes are entered for all losses carried forward for taxes in the amount, in which it is probable that the income to be taxed for this is available and will remain available for this, so that losses carried forward can actually be used. Competent authority discretion of company management is to be used for determining the amount of active deferred taxes on the basis of the expected fulfillment time and the amount of the income to be taxed in the future as well as the future tax planning strategies. As of 31 December 2008, the value of the considered tax losses was KEUR 21,203 (previous year: 22,961) and the value of tax losses not considered was KEUR 36,595 (previous year: KEUR 35,863). Additional details are provided in Appendix item 9 and 26.
The expenses from performance-oriented plans are calculated using actuarial principles. The actuarial assessment is made based on the assumptions with respect to the discount rate allowed on advance payment of taxes, future wage and salary increases, mortality and future pension increases. Corresponding to the long-term orientation of these plans, such estimates are subject to substantial uncertainties. The accruals for pensions and similar obligations amounted to KEUR 534 on 31 December 2008 (previous year: KEUR 545). You can find further details about this in the Appendix under item 12.
Asset and debt items in the balance sheet are classified according to their time to maturity. The Profit and Loss Account was drawn up according to the total cost type of short-term results accounting.
The financial instruments shown in the balance sheet (financial assets and financial liabilities) in the sense of IAS 32 and IAS 39 cover specific financial assets, receivables from deliveries and services, participating shares, securities, liquid funds, short-term loans, receivables from deliveries and services as well as certain other assets and liabilities based on contractual agreements. In line with IAS 39, financial assets and liabilities are classified in the following categories:
At initial entry in the balance sheet, these financial assets or liabilities are shown with procurement costs, which correspond to the value at the time of the counterperformance with inclusion of the transport costs. This does not apply to category b). Entry is on the trading day on principle. Subsequent assessment varies for the different categories of financial assets or liabilities and is described within the framework of the accounting methods of the respective balance sheet positions. Profits and losses from changes of the current market value of financial assets available for disposal are entered directly in equity capital without affecting the operating result. Although the Group is active internationally, most of its business is in Europe and consequently it only has slight risks due to changes of exchange rates. The Group uses derivative financial instruments in a limited scope for hedging against expected future cash flows from sales transactions.
Because no hedge accounting relation is designated for the hedge instruments, price gains and losses resulting from changes to the fair values of these currency derivatives are recorded immediately affecting the profit and loss account.
Acquired intangible assets are evaluated in the first-time report about procurement costs. The procurement costs of intangible assets, which were acquired at a company merger, correspond to the adjusted current value at the acquisition time. Intangible assets are shown if it is probable that the future economic benefit allocated to the asset will go to the company and that manufacturing costs of the asset can be measured reliably. After first-time reporting, intangible assets are reported with their procurement or manufacturing costs minus every cumulated depreciation and all cumulated expenditures for impairment of value. Self-procured intangible assets are not capitalized with exception of capitalized development costs. Costs connected with that are recorded as affecting operational results in the period, in which they occur.
Whether intangible assets have a limited or unspecified utilization period must be determined first. Intangible assets with limited utilization period are written off via the economic utilization period and examined for possible reduction of value when there is reason to suspect that the intangible asset could have declined in value. The depreciation period and the depreciation method are checked for an intangible asset with a limited utilization period at least until the end of each business year. If the expected utilization period of the asset changed, a different depreciation period or a different depreciation method is selected. Such changes are treated as changes of an estimate. Write-offs on immaterial assets with limited period of use are shown in the Profit and Loss Account under amortizations. For intangible assets with unspecified utilization period, tests are conducted for checking the remaining value for the individual assets or on the level of the cash generating unit means at least once yearly. These intangible assets are not written off systematically. The utilization period of an intangible asset with unspecified utilization period is checked once annually to determine whether the estimate of an unspecified utilization period remains justified. If this is not the case, the estimate is changed from an unspecified utilization period to a limited utilization period on a tentative basis. Profits or losses from the writing off of intangible assets are determined between the net capital gain and the accounting value of the asset and are entered affecting operational results in the period, in which the item was written off. The intangible assets contain maintenance contracts/customer master, software, technologies, goodwill and development costs.
The society acquired software maintenance contracts within the framework of company acquisitions in the past years as well as in last year, which were capitalized as immaterial assets according to current market value in line with IFRS 3 and which will be written off corresponding to their utilization period. A period of use of 10 years was assumed for the customer bases. The write-off method corresponds to the expected consumption of the future economic benefit of the asset.
Software is capitalized with its procurement costs and shown as an intangible asset insofar as these costs are not an integral component of associated hardware. Software will be written off linearly during a period of four to six years.
Technology-related assets refer to process and development know-how, which NEXUS AG acquired within the framework of company acquisitions in the past years as well as in last year and were valued at the adjusted fair value at time of purchase in line with IFRS 3. Technologies are available to the Group in the long term and will be written off linearly over 5, 10 or 15 years.
The excess of procurement costs of a company at the adjusted current values over the sum of identifiable assets and debts at the purchase time is called goodwill and entered in the balance sheet as an asset. After first-time reporting, the goodwill is evaluated at the procurement costs minus the cumulated expenditures for depreciation. Goodwill is tested for depreciation at least once annually if circumstances or changes in conditions indicate that the accounting value could have declined. For the purpose of checking whether deprecation exists, the goodwill, which was acquired at company merger, must be allocated from the takeover day to each of the cash generating unit or groups of cash generating units, which should reap benefits from the synergies of the merger. This applies independent of whether other assets or debts of the Group have already been allocated to these units or groups of units. Each unit or group of units, to which goodwill is allocated:
The depreciation is determined by the calculation of the amount, which the cash generating unit (group of cash generating units) can achieve. If the amount, which the cash generating unit (group of cash generating units) can achieve, is less than the accounting value, expenditure for depreciation is entered. In cases, in which the goodwill represents a part of the cash generating unit (group of cash generating units) and part of this business area is sold, the goodwill attributed to the sold business area is included as a component of the accounting value of the business area in determining the result from the sale of the business area. Goodwill, which is sold in this way, is determined on the basis of the ratio of the sold business area to the part of the cash generating unit not sold. Goodwill written off unbudgeted is no longer subject to appreciation.
Development costs are capitalized as intangible assets with their manufacturing costs insofar as the following prerequisites are fulfilled:
If these prerequisites do not exist, the development costs are entered affecting the result in the year they occurred. The manufacturing costs cover all costs directly attributable to the development process as well as appropriate parts of development-related overhead costs. Financing costs are not capitalized. Depreciation is written off linearly during a period of four to six years starting in the subsequent year. The write-offs of the development costs are contained in the amortizations of intangible assets and fixed assets in the Profit and Loss Account. The capitalized amount of development costs is checked for depreciation once annually if the asset has not been used yet or if there are indications of depreciation within a year.
Fixed assets are shown at the procurement or manufacturing costs minus cumulated, regular amortization and cumulated depreciation. The original procurement costs of fixed assets cover the purchase price as well as all directly attributable costs to use the asset in operations. The manufacturing costs of fixed assets cover expenses, which arise due to consumption of goods and use of services for the manufacturing. In addition to itemized costs, this includes an appropriate share of the required overhead costs. Third-party capital costs are recorded in the period, in which they occur.
Regular write-offs are made under consideration of normal operational life. Linear depreciation is used as depreciation method. The estimated period of use is:
For renter installations: 5 years
For other equipment, factory and office equipment: 3 to 8 years
The accounting value of plants, equipment and other fixed assets is checked if there are indications that the accounting value of an asset exceeds its attainable amount. Plant, equipment or other fixed assets are either written off at retirement or if no economic benefit can be expected from further use or sale of the asset. Profits or losses from the writing off of the asset are determined between the net capital gain and the accounting value of the asset and are entered in the profit and loss account with affects on the operational results in the period, in which the item was written off. The remaining value of the assets values, utilization periods and depreciation methods are checked at the end of each business year and adapted if necessary.
The shares in affiliated companies and in a joint venture are carried in the balance sheet according to IAS 28 for the affiliated companies and according to IAS 31.38 for the joint venture in line with the equity method. An affiliated company is a company, over which the Group has decisive influence and which is neither a subsidiary nor a joint venture. A joint venture is a company managed jointly by a partner company based on a contractual agreement. According to the equity method, the investments in a company are entered in the balance as procurement costs plus the changes of the share of the company in the net worth of the affiliated company following acquisition. The goodwill connected with a company is contained in the accounting value of the share and is not written off systematically. When the equity method is used, the Group determines whether consideration of additional expenditure for depreciation is required with respect to the net investment of the Group in the integrated company. The profit and loss account contains the share of the Group in the success of the at-equity integrated company. Changes entered directly in the equity capital of the integrated company are also entered by the Group in the amount of its share directly in equity capital and – if
required – in the list about changes of equity capital. The balance sheet cutoff date of the affiliated companies and the joint venture corresponds to that of the Group. The balance sheet date and the accounting and estimation methods of the affiliated companies, the joint venture and the Group are similar business without essential deviations from the viewpoint of the Group.
The other financial assets are carried in the balance according to IAS 39 at their carried forward procurement costs.
Deferred taxes are determined using accounting-based liabilities method on all temporary differences existing between the reported value of an asset or a liability in the balance sheet and the taxable value on the balance sheet date. Deferred tax liabilities are entered for all temporary differences to be taxed. The following exceptions apply to this:
The accounting value of the deferred tax claims is checked on each balance sheet date and reduced in the amount, in which it is no longer probable that a sufficiently large result to be taxed will be available against which the deferred tax claim can be used at least in part. Not shown deferred tax claims are checked on each balance sheet date and shown in the amount, in which it has become probable that a result to be taxed in the future will make it possible to use the deferred tax claim. Deferred tax claims and liabilities are measured using the tax rates, the validity of which is expected for the period in which the asset will be realized or a debt paid. When this is done, the tax rates (and tax regulations) are used as a basis, which are valid or announced for the balance sheet date. Deferred taxes, which refer to positions that are entered directly in equity capital, are entered in equity capital and not the in profit and loss account. Deferred tax claims and deferred tax liabilities are offset if the Group has a cause of action for offsetting actual tax refund claims against actual tax liabilities and these refer to revenue taxes of the same tax subject, which were levied by the same tax authority.
Inventories include raw materials, consumables and supplies as well as finished and incomplete performances are evaluated with lower value from the procurement or manufacturing costs and the net sale value. In addition to itemized costs, the manufacturing costs contain an appropriate share of the required material and product overhead costs as well as product-related depreciation, which can be allocated directly to the performance process. Costs of administration are considered insofar as then can be attributed to the performance process. Interest rates on loans are not capitalized. Inventories, which cannot be sold, are written off completely. The net sale value is the estimated sale price, which can be expected in a normal business transaction, minus the estimated costs until completion and the estimated, required sale costs.
The receivables and other assets, which normally have a maturity period of 30-90 days, are entered with the original invoice amount minus valuation adjustment for uncollectible receivables. Value adjustment is performed if a substantial and objective indication exists that the Group will not be able to collect the receivables. Receivables are written off if they cannot be collected.
Securities were classified as "financial assets available for sale". At initial entry in the balance sheet, these are shown with procurement costs, which correspond to the value at the time of the given counter-performance. Transaction costs are included in the initial assessment. After the initial inclusion, securities are assessed with their adjusted current value without deduction or with any transaction costs at their sale. The adjusted current value at the time is based on the publicly listed prices of a securities market. The non-realized profits or losses are entered directly in equity capital in the list via the changes of the equity capital until the financial asset is sold, redeemed or otherwise disposed of, or until an impairment of the financial asset was determined, so that the previously entered cumulated profit or loss is to be included in the period result at this time.
Liquid funds are composed of cash on hand and credit balances at banks.
The Group evaluates on each balance sheet date whether indications exist that an asset could have depreciated. If such indications exist or if annual checking of an asset for depreciation is required, the Group estimates the attainable amount of the respective asset. The attainable amount of an asset is the higher of the two amounts from the adjusted current value of an asset or a cash generating unit minus sales costs and the utilization value. The attainable amount should be determined for each individual asset unless an asset does not generate any injection of funds, which are mainly independent from other assets or other groups of assets. If the accounting value of an asset exceeds its attainable amount, the asset is considered depreciated and written off at its attainable amount. The estimated cash flows are discounted at their cash value (based on a discount rate allowed before payment of taxes) and are used for determining the utilization value, which reflects current market expectations with respect to the rate of interest effect and the specific risks of the asset. Expenditures for depreciation of the business areas to be carried forward are entered in the expenditure categories, which correspond to the function of the depreciated asset. A check is made on each reporting cutoff date with exception of the goodwill to determine whether indications exist that an expenditure for depreciation, which was entered in previous reporting periods, no longer exists or could have decreased. If such an indication exists, the attainable amount is estimated. A previously entered expenditure for depreciation should be canceled if estimates have changed since the entry of the last expenditure for depreciation, which was used for determining the attainable amount. If this is the case, the accounting value of the asset should be increased to its attainable amount. This increased accounting value may not exceed the accounting value, which would result after consideration of write-offs if no expenditure for depreciation had been entered in previous years. Such depreciation should be entered in the period result immediately unless the asset is entered at a newly estimated amount. In this case, the value adjustment should be treated as a value increase due to revaluation. After a value has been adjusted, the expenditure for depreciation should be adjusted in future reporting periods to split the corrected accounting value of the asset, minus any remaining accounting value, among its remaining utilization period.
In line with IFRS 2, the company determines the adjusted current value of the granted stock options and splits them over the servicing period, which corresponds to the contractually agreed-upon qualifying periods of two, three and four years. The allocation is entered on one hand as personnel expenditures and on the other hand as investment in capital reserves.
The Group has three pension plans. Performance is not financed via a fund. Expenditures for the services granted within the framework of the performance-oriented plans are determined separately for each plan using the potential pension cash value method (IAS19). Actuarial profits or losses are entered neutrally in equity capital after consideration of deferred taxes without affecting the operational result. The amount to be entered as liability from a performance-oriented plan is the sum total of the cash value of performance-oriented obligation and the actuarial profits and losses entered, which do not affect profit. The reference tables 2005 G of Heubeck-Richttafeln-GmbH are used as biometric calculation basis (death and disability probability, probability of being married at time of death).
Accruals are created if a current obligation exists with respect to a third party from a past event, which will probably result in outflow of resources in the future and the amount of which can be estimated reliably. Accruals for outlays are not shown. If an essential interest effect results from the fulfillment time of the obligation, the accrual is carried in the balance sheet at cash value. An increase of accruals over time is entered under financial expenditures.
After their initial recording, all financial liabilities, which are not derivative liabilities, are carried in the balance sheet at carried forward procurement costs.
Possible liabilities are not shown in the Group Financial Report until their use becomes probable. They are shown in the Group Financial Report if their use is not improbable.
The Group sells software licenses and services connected with that, which serve for implementation, maintenance and other services. The company normally grants its customers use of the software for unlimited time. The Group also sells hardware.
Revenues are entered when it is probable that the economic benefits will flow to the Group and the amount of revenue can be determined reliably. In addition, the following reporting criteria must be fulfilled for realizing revenue:
License sales are realized in the amount of the agreed-upon license fee according to IAS 18. Realization is performed at delivery if nothing else was agreed upon in the contract, because no essential modifications are required. Consulting services are invoiced monthly according to work performed.
Maintenance services are invoiced in installments during the service period. Sales revenues, for which a fixed price was agreed upon, are realized corresponding to their performance progress in accordance with IAS 11 and IAS 18 if the amount of the revenues can be measured reliably, it is sufficiently probable that economic benefits will be reaped, and the incurred and still expected costs can be determined reliably. Sales of consulting or other services are normally realized in multiple component contracts independent of the realization of software sales, because these services are not essential for the software functions. Revenues for consulting and other services are realized as soon as they are provided. Realization is normally on the basis of performed and measured hours and refundable expenses. The value of a maintenance element is measured according to contractually set rates. The software share is realized with the residual value.
Foreign currency transactions are entered in the report currency by converting the foreign currency at the exchange rate between the report currency and the foreign currency valid at the time of the business transaction. Conversion differences from processing monetary positions as well as from the cutoff date evaluation of exchange rates, which differ from those original entered during the period, are entered as expenses or revenue in the period, in which they occurred.
A leasing relation is classified as an operating leasing relation if all risks and chances associated with ownership remain with the lessor. Leasing payments within an operating leasing relation are entered linearly as expenses in the Profit and Loss Account during the period of the leasing relation.
NEXUS AG purchased 100% of the shares of MEDOS AG, Langenselbold, with the share purchase contract of 31 July 2008. The purchase costs were KEUR 919.
Thanks to acquisition of MEDOS AG, NEXUS AG has expanded its industry competence in the healthcare system further, especially in the area of radiology.
The purchased assets and debts were included in the balance sheet with their adjusted, current value and are as follows:
| Assets / Liabilitie s MEDOS AG |
Value to be attri buted on date of acqui sition |
Book value |
|---|---|---|
| EUR | EUR | |
| Positions Assets / Depts | ||
| Cash on hand | 1,260,656.79 | 1,260,656.79 |
| Intangible assets | 2,068,562.50 | 353,973.50 |
| Fixed assets | 339,257.00 | 339,257.00 |
| Receivables | 1,770,180.18 | 1,770,180.18 |
| Inventories | 326,465.91 | 326,465.91 |
| 5,765,122.38 | 4,047,333.38 | |
| Prepaid taxes | 458,306.00 | 0.00 |
| Provisions for taxation | 9,742.80 | 9,742.80 |
| Provisions | 567,327.20 | 567,327.20 |
| Liabilities | 4,797,013.85 | 4,797,013.85 |
| 5,832,389.85 | 5,374,083.85 | |
| Net asset by 07/31/2008 | -67,267.47 | -1,326,750.47 |
| Goodwill | 985,839.35 | |
| Total acqui sition costs |
918,571.88 | |
| Acquisition costs are composed of: | ||
| Purchase price paid in cash | 891,543.38 | |
| Incidental procurement expenses | 27,028.50 | |
| Total acqui sition costs |
918,571.88 | |
| Means of payment from this acquisition development as follows: |
||
| Minus purchased means of payment | 1,260,656.79 | |
| Cash paid acquisition costs | 918,571.88 | |
| Accru al of payment-fu nds |
342,084.91 |
The identified and evaluated assets and debts identified in setting the purchase prices are essentially composed of technology (KEUR 1,247), customer relations (KEUR 467) and deferred tax claims (KEUR 458) at the purchase time.
There were KEUR 1,308 accounts payable to an existing shareholder from accounts receivable and accounts payable. The claim of the existing shareholder resulting from this against MEDOS AG was purchased by NEXUS AG at nominal value at the same time as the purchase of the other shares. The goodwill of KEUR 986 capitalized within the framework of the acquisition is based on the expected synergies in the merging of business operations as well as individual assets, which can be capitalized and cannot be separated according to IFRS (e.g., possibility of market access and skills of the employees).
MEDOS AG was allocated to business division of Healthcare Software in line with its revenue potential and consolidated starting from 1 August 2008. The company had profits of KEUR -9 and a consolidated sales contribution of KEUR 3,237 last year.
| Intangible Assets |
Concessions/ patents |
goodwi ll |
development costs |
customer base/ technology |
total |
|---|---|---|---|---|---|
| kEUR | kEUR | kEUR | kEUR | kEUR | |
| Gross value as of 31 Dec. 2007 | 3,553 | 10,762 | 24,487 | 4,416 | 43,218 |
| Additions due to change of the Group | |||||
| composition | 1,129 | 986 | 0 | 1,812 | 3,926 |
| Currency fluctuations | 65 | 184 | 12 | 68 | 329 |
| Additions | 62 | 1 | 4,139 | 735 | 4,937 |
| Disposals | 0 | 120 | 0 | 0 | 120 |
| Gross value as of 31 Dec. 2008 |
4,809 | 11,813 | 28,638 | 7,031 | 52,290 |
| Cumulated write-offs as of 31 Dec. 2007 |
3,336 | 177 | 15,599 | 1,076 | 20,188 |
| Additions due to change of the | |||||
| Group composition | 775 | 0 | 0 | 97 | 872 |
| Currency fluctuations | 64 | 0 | 0 | 17 | 81 |
| Additions | 109 | 0 | 3,507 | 638 | 4,253 |
| Disposals | 0 | 0 | 0 | 0 | 0 |
| Cumulated wri te-off s as of 31 Dec. 2008 |
4,284 | 177 | 19,106 | 1,828 | 25,394 |
| Net value on 31 Dec. 2007 | 216 | 10,586 | 8,888 | 3,341 | 23,031 |
| Net value on 31 Dec. 2008 |
525 | 11,636 | 9,532 | 5,203 | 26,896 |
| Gross value as of 31 Dec. 2006 | 3,391 | 7,925 | 20,655 | 3,320 | 35,291 |
| Additions due to change of the Group composition |
22 | 2,887 | 0 | 194 | 3,102 |
| Currency fluctuations | -17 | -50 | 0 | -11 | -78 |
| Additions | 157 | 0 | 3,833 | 913 | 4,903 |
| Disposals | 0 | 0 | 0 | 0 | 0 |
| Gross value as of 31 Dec. 2007 |
3,553 | 10,762 | 24,487 | 4,416 | 43,218 |
| Cumulated write-offs as of 31 Dec. 2006 |
3,262 | 177 | 12,344 | 664 | 16,446 |
| Additions due to change of the Group composition |
17 | 0 | 0 | 0 | 17 |
| Currency fluctuations | -17 | 0 | 0 | -2 | -18 |
| Additions | 74 | 0 | 3,255 | 413 | 3,742 |
| Disposals | 0 | 0 | 0 | 0 | 0 |
| Cumulated wri te-off s as of 31 Dec. 2008 |
3,336 | 177 | 15,599 | 1,076 | 20,188 |
| Nettowerte am 31.12.2006 |
Net value on 31 Dec. 2007 216 10,586 8,888 3,341 23,031
The intangible assets contain purchased concessions, industrial property rights and similar rights and assets as well as licenses from such rights and assets In addition, the respective company acquisitions, the identified intangible assets (customer base, technologies and development costs) including the created goodwill were shown with the initial consolidation.
Within the framework of the annual Impairment Test according to IAS 36 (Impairment of Assets), the goodwill is allocated respectively on 31 December for checking the value of the cash generating units. According to IAS 36.6, a cash generating unit is smallest identifiable group of assets, which generates liquidity inflows through continued use, which are largely independent from the inflow of funds from other assets. In the previous years, the respectively legally independent units were treated as cash generating units within the Healthcare Software segment. Due to the technological and market-oriented combining of the companies in the Healthcare Software segment and the related organizational bundling of activities in NEXUS / DIS (NEXUS / Diagnostic Systems), NEXUS / CIS (NEXUS / Clinical Information Systems) as well as NEXUS / Hospis (Switzerland), the cash generating units were to be redefined in 2008 in line with this new organization.
The achievable amount of the cash generating units is determined respectively on the basis of calculating utilization value on the balance sheet cutoff date. Accordingly, there were no depreciation requirements. These calculations were made on the basis of cash flow forecasts, which in turn are based on the approved financial plans for 2009 as well as the strategic planning until 2012. The discount rate used for the cash flow forecasts is between 8.7% and 10.9% (previous year: 9.9% and 11.9%) depending on the risk analysis. Cash flows after the detailed planning period are extrapolated with a growth rate, which is considered in calculations with a flat rate deduction in the discounting interest rate. The utilization value calculated in this way is based on forecasts, which include uncertainties in the estimations. Essential uncertainties are in the following positions:
The profit margin was calculated based on an average value, which was formed partially on the basis of already concluded contracts under consideration of the margins from the previous years as well as a substantial expansion of license business. The profit margins were also adjusted by the expected increase in efficiency.
The discount rate reflects the estimation of the Executive Board with respect to specific risks of the respective cash generating unit. Future investment projects are evaluated via this interest rate.
These assumptions are especially significant, because the estimation is reflected here about how the cash generating units will development with respect to competitors during the planning period. At the same time, it must be observed for all three cash generating units that it is not a question of clearly defined markets, but instead mainly with project transactions, which do not permit clear comparisons.
The growth rates in the detailed planning stage are based on published, industryrelated market research. They are also influenced decisively by the individual estimates of future potential made by the cash generating units. These assumptions are supported by concrete sales, development and marketing plans.
Substantial deviation from the assumptions made can result in deviation of the actual utilization values of the cash generating units from the planned values. Effects on achievable values are possible in the following basic assumptions:
The Executive Board is aware that the speed of technological change or new competitors can influence the assumptions about growth rates. In the detailed planning phase, above-average sales growth is calculated especially for the cash generating unit NEXUS / DIS and there for the products in the areas of gynecology and radiology, which are based on expectations of market growth. If this growth goal is not achieved, the utilization value of the cash generating unit NEXUS / DIS could be reduced.
The Executive Board has weighed the possibility of smaller profit margins than those on which planning is based. In planning, increasing efficiency of the organization was assumed on the basis of quantity degression with average area increase rates. For example, if the efficiency of the organization does not improve due to cost increases, which cannot be compensated for, the utilization value of the cash generating units would be reduced.
The capitalized goodwill of the cash generating unit NEXUS / CIS of KEUR 4,290 was created via acquisition of the shares of the NEXUS / MEDICARE GmbH, Munich, the goodwill of the cash generating unit NEXUS / Hospis of KEUR 1,804 at acquisition of NEXUS Schweiz GmbH, Schwerzenbach, and the goodwill of NEXUS / DIS of KEUR 5,542 from the company mergers with NEXUS / GMT GmbH, Frankfurt a. M., NEXUS / PASCHMANN GmbH, Oberhausen, NEXUS / HOLL GmbH, Munich and MEDOS AG, Langenselbold. The goodwill for NEXUS Schweiz GmbH, Schwerzenbach, was KEUR 1,723 capitalized at the initial consolidation time and has changed due to exchange rate fluctuations to KEUR 1,804.
At the purchase of MEDOS AG, Langenselbold (cf. Appendix Tz 3), technology in the amount of KEUR 1,247 was capitalized and written off linearly over six years as well as customer relations (customer base) and written off over 10 years corresponding to the expected use of the future benefits. Within the framework of the purchase price allocation of the acquisitions of NEXUS / PASCHMANN GmbH, Oberhausen and NEXUS / HOLL GmbH, Munich, last year, customer relations (customer base of KEUR 165 (Paschmann) and KEUR 29 (Holl) were identified and will be written off over 10 years corresponding to the expected use of the future benefits. Within the framework of the split of the purchased assets, a total of KEUR 309 was capitalized at cash value as customer relations (customer base) at the initial consolidation time in 2006 for NEXUS Schweiz GmbH, Schwerzenbach, which will be written off linearly over 10 years corresponding to the
Fixed assets are mainly composed of plant and business facilities and are valuated as carried forward procurement costs. The customary utilization period is between three and ten years. Write-offs were only made according to the linear method in the past business years as in the previous year. See Table on page 55
As of 31 December 2008, NEXUS AG holds - unchanged to the previous year - directly or indirectly participating interest in G.I.T.S Gesundheitswesen IT-Service GmbH, Fürstenfeldbruck, Medidata GmbH, Berlin and VEGA Software GmbH, Aachen. In the business year that just ended, paladiummed GmbH, Berlin was newly founded, in which NEXUS AG has a participating interest of 20%, as well as the joint venture NEXUS / ARABIA ltd., Riyad, in which NEXUS AG has a participating interesting of 50%. NEXUS / ARABIA ltd. is only starting operative business in 2009.
The following table contains summarized financial information about the four affiliated companies of the Group and the joint venture, which are all consolidated at-equity.
expected consumption and the future economic benefits, and KEUR 74 as intellectual property rights (technology), which will be written off linearly over 10 years. Within the framework of the split of the purchased assets from NEXUS / GMT in 2005 in the business year 2005, a total of KEUR 535 was capitalized as customer relations (customer base), which will be written off linearly over 10 years, and KEUR 139 as intellectual property rights (technology), which will be written off over 5 years.
Development costs are in the valuation insofar as they fulfill the criteria lists in the accounting and valuation principles. They are capitalized in the business year, in which they occur if they are not for basic research or order-related. Development costs were capitalized in the amount of KEUR 4,122 (previous year: KEUR 3,834) in 2008. The development costs will be written off according to schedule over a utilization period of four to six years. The remaining utilization period of the development costs capitalized in the previous years is for a time period of from one to three years. KEUR 3,557 (previous year: KEUR 3,255) was written off in the reporting year. In addition, approx. KEUR 3,378 development costs, which cannot be capitalized, are entered directly in expenditures.
Especially third-party software is shown, which is used for our own purposes.
| 2007 | 2008 | |
|---|---|---|
| KEUR | KEUR | |
| Share of participations in the balance shee t |
||
| Short-term assets | 64 | 109 |
| (thereof joint-venture) | (0) | (48) |
| Long-term assets | 21 | 35 |
| (thereof joint-venture) | (0) | (0) |
| Short-term debts | -34 | -43 |
| (thereof joint-venture) | (0) | (0) |
| Long-term debts | -3 | 0 |
| (thereof joint-venture) | (0) | (0) |
| Prorated net assets | 48 | 101 |
| (thereof joint-venture) | (0) | (48) |
| Share s in re venue and profi t of participations |
||
| Revenue | 245 | 257 |
| (thereof joint-venture) | (0) | (0) |
| Profit | 9 | 1 |
| (thereof joint-venture) | (0) | (0) |
| Accounting value of participation |
48 | 101 |
| (thereof joint-venture) | (0) | (48) |
| xed assets | tenant fi xture s |
other assets xture s and nishings |
total |
|---|---|---|---|
| kEUR | kEUR | kEUR | |
| Gross value as of 31 Dec. 2007 | 44 | 4,387 | 4,430 |
| Additions due to change of the Group composition |
357 | 961 | 1,317 |
| Currency fluctuations | 0 | 114 | 114 |
| Additions | 0 | 432 | 432 |
| Disposals | 0 | 73 | 73 |
| Gross value as of 31 Dec. 2008 |
401 | 5,820 | 6,221 |
| Cumulated write-offs as of 31 Dec. 2007 |
19 | 3,402 | 3,421 |
| Additions due to change of the Group composition |
301 | 677 | 978 |
| Currency fluctuations | 0 | 103 | 103 |
| Additions | 21 | 555 | 576 |
| Disposals | 0 | 52 | 52 |
| Gross value as of 31 Dec. 2008 |
341 | 4,684 | 5,024 |
| Net value on 31 Dec. 2007 | 25 | 984 | 1,009 |
| Net value on 31 Dec. 2008 |
60 | 1,136 | 1,196 |
| Gross value as of 31 Dec. 2006 | 22 | 3,720 | 3,743 |
|---|---|---|---|
| Additions due to change of the Group | |||
| composition | 0 | 192 | 192 |
| Currency fluctuations | 0 | -29 | -29 |
| Additions | 21 | 667 | 688 |
| Disposals | 0 | 164 | 164 |
| Gross value as of 31 Dec. 2007 |
44 | 4,387 | 4,430 |
| Cumulated write-offs as of | |||
| 31 Dec. 2006 | 17 | 3,032 | 3,049 |
| Additions due to change of the Group | |||
| composition | 0 | 136 | 136 |
| Currency fluctuations | 0 | -26 | -26 |
| Additions | 1 | 391 | 392 |
| Disposals | 0 | 131 | 131 |
| Gross value as of 31 Dec. 2007 |
18 | 3,402 | 3,421 |
| Net value on 31 Dec. 2006 | 5 | 689 | 694 |
| Net value on 31 Dec. 2007 |
25 | 984 | 1,009 |
Credited and debited deferred taxes were offset in accordance with IAS 12. Credited and debited deferred taxes are classified according to their cause as follows:
| Consolidated balance shee t |
Consolidated profi and loss account |
t | ||
|---|---|---|---|---|
| 12/31/2007 | 12/31/2008 | 12/31/2007 | 12/31/2008 | |
| KEUR | KEUR | KEUR | KEUR | |
| Deferre d tax re cei vable |
||||
| Tax carry forward | 6,515 | 6,028 | -1,514 | -496 |
| Inventory valuation differences | – | 4 | – | 4 |
| Different valuation accruals | 43 | 56 | 43 | 13 |
| Different valuations in pensions | 44 | 29 | – | – |
| 6,602 | 6,117 | -1,471 | -479 | |
| Consumption of deferred tax liability | -2,703 | -2,152 | 1,471 | 479 |
| Deferre d taxes (assets) |
3,899 | 3,965 | 0 | 0 |
| Deferre d tax payable |
||||
| Development costs | 2,501 | 2,794 | 503 | -293 |
| Lump sum value adjustment | 27 | 10 | -16 | 17 |
| Valuation differences of balance at banks | – | 20 | – | -20 |
| Technology / Know How | 782 | 707 | 424 | 533 |
| Services in process | 60 | 156 | -60 | -96 |
| Derivative Financial Instruments | – | 37 | – | -37 |
| Elimination of individual value adjustments in | ||||
| connection with debt consolidation | 1,017 | 855 | 200 | 162 |
| Elimination of exchange rate differences in | ||||
| connection with debt consolidation | – | 83 | – | -61 |
| Valuation differences in securities | -155 | -398 | – | – |
| 4,232 | 4,264 | 1,051 | 205 | |
| Consumption of deferred tax demand | -2,703 | -2,152 | -1,471 | -479 |
| Deferre d taxes (equi ty and liabilitie s) |
1,529 | 2,112 | -420 | -274 |
The change of the deferred taxes is as follows:
| 12/31/ 2007 |
12/31/ 2008 |
|
|---|---|---|
| KEUR | KEUR | |
| Change in deferred taxes affecting profits | -420 | -274 |
| Adjustment of deferred taxes on valuation reserve through financial instruments, neutral in its effects of profits |
98 | 243 |
| Performance-neutral adjustment of deferred taxes within the framework of provisions for pensions |
-37 | -8 |
| Performance-neutral adjustment of deferred taxes within the framework of debt consolidation |
– | -20 |
| Funding of deffered taxes without effect to merger assets | 167 | – |
| Funding of deferred taxes without effect on the result on the liabilities side for mergers |
-76 | -458 |
| Change in deferre d taxes affe cting profi ts |
-268 | -517 |
Debited, deferred taxes were created for customer relations and technology within the framework of the first consolidation of MEDOS AG, Langenselbold. As of 31 December 2008, no debited, deferred taxes were entered on profits not paid from subsidiaries or affiliated companies, because the Group determined that the profits, which have not been distributed yet, will not be distributed in the foreseeable future. In addition, the amount of taxes resulting for the Group is insubstantial in the case of distribution to the parent company due to the German tax system.
The receivables and other assets are as follows:
| 12/31/2007 | 12/31/2008 | |||
|---|---|---|---|---|
| Short-Ter med (< 1 year) KEUR |
Long-Ter med ( > 1 year) KEUR |
Short-Ter med (< 1 year) KEUR |
Long-Ter med ( > 1 year) KEUR |
|
| Trade accounts payable |
10,099 | – | 9,489 | – |
| Recei vables fr om associated companie s |
53 | – | 6 | – |
| gross amount due to customer s for proje cts as an asset |
544 | – | 875 | – |
| Other assets |
1,349 | 1,208 | 1,067 | 1,347 |
| from interests of not payable stocks | 232 | – | 104 | – |
| from accounts receivable in the range of value added tax |
78 | – | 179 | – |
| from loans to employee and third party | – | 1,208 | 13 | 1,137 |
| From loans to parent company | – | – | 48 | 210 |
| from other | 1,039 | – | 723 | – |
| Tags refu nd claims |
432 | – | 450 | – |
Refer to the table below for individual value adjustments on accounts receivable from deliveries and services and their development.
Project orders with positive balance with customers in the amount of KEUR 875 (previous year: KEUR 544) will be invoiced and also be due within one year in all probability.
| Nei ther delinque nt nor debased |
Delinque nt but not debased |
||||||
|---|---|---|---|---|---|---|---|
| TOTAL KEUR |
KEUR | < 30 DAYS KEUR |
30 – 120 DAYS KEUR |
120–180 DAYS KEUR |
180–360 DAYS KEUR |
> 360 DAYS KEUR |
|
| 12/31/2008 | 9,489 | 2,911 | 1,822 | 506 | 611 | 1,291 | 1,173 |
| 12/31/2007 | 10,099 | 1,322 | 5,616 | 1,153 | 349 | 1,206 | 453 |
| Changes of value adju stments in trade accounts payable |
2007 | 2008 |
|---|---|---|
| KEUR | KEUR | |
| Status 01/01 | 959 | 1,035 |
| Allowed expenses allocation | 488 | 465 |
| Consumption | -281 | -299 |
| Dissolution | -131 | -233 |
| 1,035 | 968 |
NEXUS only uses derivative financial instruments for security purposes to safeguard against foreign currency risks resulting from business operations. According to IAS 39, all derivative financial instruments are to be carried in the balance at their market value on the cutoff date, independent of their purpose or the intention, with which they are held. On principle, the company does not designate any derivative financial instruments to protect against loss. Consequently, all changes of the market value of future exchange transactions and currency option transactions are shown in the period of change in the other operating income or in the other operative expenses.
On the balance sheet date, securities include company bonds in the amount of KEUR 3,655 (interest rate: 5.63% – 7.00%) (previous year: KEUR 7,107; interest rate: 3.63% - 7.00%), shares in funds in the amount of KEUR 408 (previous year: KEUR 656) and money market bonds in the amount of KEUR 1,256 (previous year: KEUR 1,918). The final maturity of the individual securities is in the years from 2009 to 2020.
| Securi tie s in Keur 31.12.2007 |
Pur chase costs |
Marke t value |
|---|---|---|
| KEUR | KEUR | |
| Company bonds | 7,456 | 7,107 |
| Money market bonds | 2,014 | 1,918 |
| Shares in funds | 749 | 656 |
| total | 10,219 | 9,681 |
| Securi tie s in Keur 31.12.2008 |
Pur chase costs |
Marke t value |
|---|---|---|
| KEUR | KEUR | |
| Company bonds | 3,962 | 3,655 |
| Money market bonds | 2,014 | 1,256 |
| Shares in funds | 719 | 408 |
| total | 6,695 | 5,319 |
Impairments of value were entered in the period result in the amount of KEUR 108 during the reporting period.
A valuation reserve for financial instruments was established in equity capital, which shows the profits and losses from the sale of available financial assets of classified securities minus the deferred taxes applicable to them. Cumulated impairments of value at the time of securities issue were to be included affecting the result in the period result in the amount of KEUR 104 in the reporting period and in the amount of KEUR 0 in the previous year.
Equity amounted to KEUR 44,494 on the cutoff date (previous year: KEUR 43,506). Refer to the statement of changes in the shareholders' equity.
Subscribed capital has been divided since 31 March 2007 into 13,805,200 bearer, no-par stocks (previous year: 13,805,200) with a book value share of equity capital of EUR 1.00 each.
In the general stockholders meeting of 19 June 2006, the company was empowered until 30 November 2007 to purchase its own stocks up to an amount of a total of 10% of the equity capital, i.e., up to 1,372,000 individual share certificates with a book value of EUR 1.00 each. The company exercised this right in 2007 and purchased 8,420 share certificates with procurement costs of a total of KEUR 26. The own shares were deducted with the total procurement costs in one sum from equity (cost method). The company may not use this empowerment to purchase its own stocks for the purpose of trading with its own stocks. The company can use this empowerment completely or in partial amounts once or several times, but this can also be done for the account by third parties.
The Executive Board was empowered to increase the capital stock of the company in the period until 31 May 2010 with approval of the Supervisory Board one time or several times up to a total of EUR 6,860,000 via issue of new no-par bearer stocks (individual share certificates) against cash and/or capital subscribed in kind. The Executive Board shall decide about the conditions of the stock issue subject to approval by the Supervisory Board. The Executive Board is also empowered – subject to approval by the Supervisory Board – to decide about the exclusion of stock rights of stockholders in the following cases:
a) For residual amounts
b) For a capital increase with capital subscribed in kind for purchase of a company or a share.
Executive Board members, members of management and employees of NEXUS Group received stock-based compensations within the framework of stock option plans.
Subscribed capital in the amount of EUR 514,615 was adopted in the general stockholders meeting of 28 June 2004. The Executive Board was empowered to issue up to 514,615 stock options with stock subscription rights of the company within the framework of a stock option program III. The stock options are solely intended for purchase by members of the Executive Board and employees of NEXUS AG as well as members of management and employees of affiliated companies of the Group according to Section 15 of the German Stock Corporation Law. Additional subscribed capital in the amount of EUR 686,000 was adopted in the general stockholders meeting of 19 June 2006. This subscribed capital can only be increased insofar as bearers of stock options, which were issued by the company within the framework of the stock option program IV due to the empowerment resolution of the general stockholders meeting of 19 June 2006, exercise their options by 30 May 2011 and the company does not concede its own stocks in fulfillment of the options.
In line with IFRS 2 (share-based payments), granted stock options are valued at the time of granting the options and split over the servicing period, on one hand as personnel expenses and on the other hand as addition to capital reserves. Future addition to capital reserves will be made during the performance period, which corresponds to the contractually agreed-upon qualifying periods. The issued stock options were all valued according to the option price model of Black/Scholes at the time of their granting. The issue obstacle, which represents a market condition, was considered via an estimated discount.
The following assumptions were used for calculating the adjusted current value for AOP 2004, AOP 2005 and AOP 2006 I + II: See to the right
| SOP 2005 |
SOP 2006 |
SOP 2007 I and II |
|
|---|---|---|---|
| Duration | 2, 3, 4 Years | 2, 3, 4 Years | 2, 3, 4 Years |
| Interest loan risk-free | 2.4% – 2.8% | 2.8% – 3.0% | 3.5% – 3.6% |
| Volatility | 32.0% | 33.8% | 36.0% |
| Dividend | abstract | abstract | abstract |
| Fluctuation | 2% | 2% | 2% |
| Exercise barrier | 14% – 18% | 8% – 11% | 10% |
| Exercise price | 1.95 EUR | 3.69 EUR | 3.09 EUR |
| Estimated stock price | 2.06 EUR | 3.95 EUR | 3.15 EUR |
The considered, expected volatility is based on the assumption that future trends can be deduced from historic volatility, whereby the actually occurring volatility can deviate from that assumed. During the term of options, it is assumed that those entitled exercise their subscription rights at the earliest possible time.
NEXUS AG has provided the stock option plans 2004 (AOP 2004), 2005 (AOP 2005) and 2006 (AOP 2006 I) from stock option program III for Executive Board members, members of management and employees of the NEXUS Group. The stock options grant the bearers the right to purchase bearer common stock of NEXUS AG. A maximum of 514,615 stock option rights can be issued during the four year term of the stock option plans. A total of 308,000 stock option rights in AOP 2004, 80,000 in AOP 2005 and 126,615 in AOP 2006 have been issued till now.
60
In these stock option plans, the exercise price corresponds to the market price of these stocks during a period of four weeks before granting the option on the Frankfurt securities market in XETRA trade. The maximum term of the options is four years for AOP 2004, AOP 2005 and AOP 2006 I, whereby 40% of the stock option rights can be exercised after a qualifying period of two years, another 40% after three years, and the remaining 20% after four years following issue of the respective stock options, but at the latest on 31 December 2008 for AOP 2004, on 31 December 2009 for AOP 2005 and on 31 December 2010 for AOP 2006 I. The performance of the NEXUS stock in the time between issue of the stock options and the last trading day on the Frankfurt securities market before exercise of the stock option rights from the stock options must exceed the performance of the reference index (TecDAX) in the same time period. The average index level on the basis of the closing rate in
XETRA trading in the last four weeks before issue of the respective stock options or the last four weeks before the options are due is used for calculating the reference index. Exercise of the option rights is only permitted three times per year after expiration of the respective qualifying period, within four weeks respectively following the regular meeting of stockholders, disclosure of the results of the second quarter and of the third quarter, as well as at the latest possible exercise time of the respective AOP.
In the general stockholders meeting of 19 June 2006, the Executive Board was empowered to issue up to 686,000 stock options with stock subscription rights of NEXUS AG within the framework of a stock option program IV. The stock options are solely intended for purchase by members of the Executive Board and employees of NEXUS AG as well as members of management and employees of affiliated companies of NEXUS AG according to Section 15 of the German Stock Corporation Law. NEXUS AG granted the stock option plan 2006 II from stock option program IV for executive board members, members of management and employees of the NEXUS Group on 21 August 2006. The term of the stock option plans ends on 30 May 2011. A total of 277,385 subscription rights were issued within the framework of AOP 2006 II. The exercise price corresponds to the average price of the NEXUS stock during a period of four weeks before issue of the subscription rights on the basis of the closing price in XETRA trade on the Frankfurt securities market. During the four-year term of AOP 2006 II, 30% of the subscription rights can be exercised after a qualifying period of two years, another 40% after three years, and the remaining 30% after four year. The subscription rights form the stock options can only be exercised if the performance of the NEXUS stock in the time between issue of the stock options and the last trading day on the Frankfurt securities market before exercise of the stock option rights exceeds the performance of the reference index (TecDAX) in the same time period.
Exercise of the option rights is only permitted three times per year after expiration of the respective qualifying period, within four weeks respectively following the regular meeting of stockholders, disclosure of the results of the second quarter and of the third quarter, as well as at the latest possible exercise time of 30 May 2011.
The option rights developed during the business year as follows:
| 2007 | Aver age ghted exer cise pri ce |
2008 | Aver age ghted exer cise pri ce |
|
|---|---|---|---|---|
| Options | EUR | Options | EUR | |
| Number of option rights on 1 January | 792,000 | 2.71 | 692,800 | 2.79 |
| Newly granted during the reporting period | 0 | – | 0 | – |
| In reporting period lapsed options | -14,000 | 3.30 | -34,500 | 2.80 |
| In reporting period exercised options | -85,200 | 1.95 | 0 | 0.00 |
| Number of option ri ghts on 31 Dec. |
692,800 | 2.79 | 658,300 | 2.79 |
Capital reserves essentially contain surcharges from the capital increase conducted in 2000 in connection with the IPO of NEXUS AG as well as the increase of the capital reserves in the amount from the issue of new shares against a noncash capital contribution as well as the exercise of stock options by Executive Board members of management in subsidiaries and employees of the NEXUS Group. The directly attributable expenses incurred within the framework of the cash increase, the capital increase through capital subscribed in kind, were offset with the capital reserves. In addition, the adjusted current value of the stocks issued within the framework of the stock option plans is considered in the capital reserves position. According to Section 150 of the German Stock Corporation Law, the legal reserves and the capital reserves must exceed one-tenth of the equity capital, so that they can be used to compensate for losses or for a capital increase from company funds. As long as the legal reserves and the capital reserves together do not exceed one-tenth of the equity capital, they may only be used to compensate for losses as long as the loss is not covered by profit carried forward or annual net profit and cannot be compensated for by amortizing other revenue reserves.
The equity capital difference from currency conversion results from differences, which resulted from the conversion of the annual financial statements of two foreign subsidiaries.
The validation reserve for financial instruments contains the cumulated profits and losses from the valuation of the adjusted current value for selling certain financial assets after offsetting deferred taxes.
The reserve for pensions contains the actuarial, cumulated profits and losses from the valuation from valuation of pension reserves after offsetting deferred taxes.
The goal of capital management is to maintain the financial substance of the Group as well as long-term assurance of required financial flexibility. The equity capital rate was also used in measuring the financial security of the Group. In doing this, the equity capital shown in the Group balance sheet was compared to the balance amount. Accordingly, the financing structure is characterized by a capital structures, which is conservative and in which self-financing dominates. The equity capital rate is 80.4% (previous year: 80.3%) on the balance sheet cutoff date. Third-party financing is almost exclusively via liabilities, which result from business operations, as well as via pensions to a slight extent. Interest-bearing financial liabilities exist almost not at all.
Pensions accruals have been accrued for NEXUS.IT GmbH SÜDOST, NEXUS.IT GmbH SÜD-WEST and NEXUS.IT GmbH NORD for the direct pension obligations (employer's pension commitments) taken over by the Forest Gesellschaft für Products & Services mbH as of 30 September 2000.
The amount of payments for assumed pensions is based on employment years and the respective salary of the person entitled to payments. The accrual is established for payable performances in the form of old-age and disability pensions as well as for survivors' pensions. It is a question of unforfeitable expectancy of future benefits. Planned assets are not existing.
62
Calculation of the pension obligations considers market interest rates as well as wage/salary and pension trends. The reference tables 2005 G (Verlag Heubeck-Richttafeln-GmbH, Cologne), which include death and disability probability, probability of being married at time of death, are used as biometric calculation basis.
| 2007 | 2008 | |
|---|---|---|
| KEUR | KEUR | |
| Cash value of pension obligation at beginning of reporting period |
595 | 545 |
| Interest payments | 25 | 28 |
| Current staff expenses | 5 | 4 |
| Paid benefits | -3 | -7 |
| Actuarial losses | -77 | -36 |
| Cash value of obligation at end of porting peri od |
545 | 534 |
| 2007 | 2008 | |
|---|---|---|
| KEUR | KEUR | |
| Costs for insurance claims acquired during the reporting year |
5 | 4 |
| Interest payments | 25 | 28 |
| Paid benefits | -3 | -7 |
| 27 | 25 |
| 2007 | 2008 | |||
|---|---|---|---|---|
| % | % | |||
| Average annual fluctuation rate | 5.0 | 5.0 | ||
| Interest rate calculated | 5.25 | 6.0 | ||
| Annual increase of current pensions | 2.25 | 2.0 |
The change of the cash value of performance-oriented obligations is as follows: see to the left
Actuarial losses were entered neutrally in equity capital after consideration of deferred taxes. The total expenditures for performanceoriented employer's pension commitments, which are contained in personnel expenses, are composed of the following: see to the left
Estimates based on experience amount to KEUR 103 percent (previous year: KEUR 127).
In Germany, the social pension fund is considered a contributionoriented pension plan. The expenditures entered for the social pension fund for the employees subject to social insurance contributions amounted to KEUR 1,717 in the past business year (previous year: KEUR 1,346). In addition, expenditures for other contribution-oriented plans exist for direct insurance during the business year in the amount of KEUR 25 (previous year: KEUR 27).
The other accruals are composed of the following:
| Other Accru als |
status 01/01/2008 |
use 2008 |
Dissolution 2008 |
listing 2008 |
status 12/31/2008 |
|---|---|---|---|---|---|
| KEUR | KEUR | KEUR | KEUR | KEUR | |
| Guarantees | 85 | 8 | 0 | 41 | 118 |
| Benefits still to be paid | 345 | 6 | 204 | 193 | 328 |
| Threatened losses | 20 | 0 | 20 | 0 | 0 |
| Record retention periods | 53 | 0 | 0 | 6 | 59 |
| Misc. other provisions | 87 | 0 | 0 | 61 | 148 |
| 590 | 14 | 224 | 301 | 653 |
It is expected for the accruals for expected warranty obligations that the warranty expenditures will occur in 2010. Performances still to be provided refer to risks in project business. The other accruals are to be classified as shortterm liabilities and are shown under short-term debts for this reason from now on.
Liabilities on current account to credit institutes exist on the balance sheet day in the amount of KEUR 111 (previous year: KEUR 185). Liabilities to affiliated companies concerned outstanding capital payment obligations of NEXUS. IT GmbH SÜDOST in favor of G.I.T.S., Gesellschaft für IT Service Gesundheitswesen, Fürstenfeldbruck, as well as liabilities of NEXUS / MEDICARE for deliveries and services of VEGA Software GmbH, Aachen and were paid in the business year 2008. The other liabilities essentially contain obligations for salary payments and liabilities within the framework of social security. Tax liabilities also contain sales tax and wage tax payment obligations.
| 12/31/2007 | 12/31/2008 | |||
|---|---|---|---|---|
| Short-Ter med |
Long-Ter med |
Short-Ter med |
langfri stig |
|
| (< 1 year) | (> 1 year) | (< 1 year) | (> 1 year) | |
| KEUR | KEUR | KEUR | KEUR | |
| Bank loans | 185 | – | 111 | – |
| Received payments or orders | 1,182 | – | 947 | – |
| Trade accounts payable | 2,500 | – | 2,431 | – |
| Liabilities with associated companies | 10 | 12 | – | – |
| Tax liabilities | 804 | – | 1,016 | – |
| Other liabilities | 3,291 | – | 3,074 | – |
| loan liabilities | 1,756 | – | 1,857 | – |
| social security liabilities | 527 | – | 418 | – |
| Other | 1,008 | – | 799 | – |
| each at 12/31/ |
2008 | 2009 | 2010 to 2012 |
ab 2013 |
|---|---|---|---|---|
| KEUR | KEUR | KEUR | KEUR | |
| Rent | 860 | 1,014 | 1,674 | 3,167 |
| Lease | 690 | 625 | 750 | 0 |
| 1,550 | 1,639 | 2,424 | 3,167 |
| each at 12/31/ |
2007 | 2008 | 2009 to 2011 |
ab 2012 |
|---|---|---|---|---|
| KEUR | KEUR | KEUR | KEUR | |
| Rent | 670 | 416 | 719 | 193 |
| Lease | 576 | 485 | 355 | 0 |
| 1,246 | 901 | 1,074 | 193 |
Rental and leasing agreements contain neither extension nor purchase options according to price adjustment clauses.
3) Sales tax obligations exist from company sales, which could result in sales prices back payments (until 2010) in the maximum amount of KEUR 1,100. No back payment was due in the reporting year 2008. No back payments are currently foreseen.
The consolidated revenues are categorized in the following overview according to regions and business areas:
| Healthcare Softw are |
Healthcare | Ser vice |
||||||
|---|---|---|---|---|---|---|---|---|
| 2007 | 2008 | 2007 | 2008 | |||||
| KEUR | % | KEUR | % | KEUR | % | KEUR | % | |
| Germany | 13,594 | 52.9 | 18,796 | 62.3 | 3,925 | 98.1 | 4,590 | 98.7 |
| Austria | 901 | 3.5 | 724 | 2.4 | 61 | 1.5 | 50 | 1.1 |
| Switzerland | 8,573 | 33.3 | 8,532 | 28.3 | 0 | 0.0 | 0 | 0.0 |
| Italy | 182 | 0.7 | 127 | 0.4 | 0 | 0.0 | 0 | 0.0 |
| USA, other regions | 2,460 | 9.6 | 1,996 | 6.6 | 16 | 0.4 | 9 | 0.2 |
| TOTAL | 25,710 | 100.0 | 30,175 | 100.0 | 4,002 | 100.0 | 4,649 | 100.0 |
They are attributed to:
| 2007 | 2008 | |||
|---|---|---|---|---|
| KEUR | % | KEUR | % | |
| Deliveries | 3,392 | 11.4 | 3,359 | 9.6 |
| Services | 18,078 | 60.9 | 23,055 | 66.2 |
| Licenses | 8,242 | 27.7 | 8,410 | 24.2 |
| TOTAL | 29,712 | 100.0 | 34,824 | 100.0 |
The other operating income refer among other things to revenues from further sale of securities in the amount of KEUR 18 (previous year: KEUR 62) as well as redemption of reserves in the amount of KEUR 224 (previous year: KEUR 282), revenues from charging off short-term liabilities in the amount of KEUR 319 (previous year: KEUR 174), benefits in money's worth in the amount of KEUR 368 (previous year: KEUR 286), redemption of value corrections from receivables in the amount of KEUR 233 (previous year: KEUR 131), and revenues from insurance refunds in the amount of KEUR 3 (previous year: KEUR 32). Foreign currency profits in the amount of KEUR 606 (previous year: KEUR 33) were recorded successfully in the reporting year.
Material expenses and costs for purchase services were as follows in the reporting period: See to the right.
Costs for raw materials, consumables and supplies as well as for purchased goods are mainly expenses from hardware purchases, which were intended for further sales. The area of purchased services mainly concerns services in the wake of project business, which was subcontracted to third parties.
| 2007 | 2008 | |
|---|---|---|
| KEUR | KEUR | |
| Raw materials and supplies | 5,346 | 5,452 |
| Purchased services | 1,176 | 1,943 |
| 6,522 | 7,395 |
Personnel expenses were paid for employees and trainees. The following number of employees and trainees were employed on the cutoff day in the individual business years: See to the right
| 2007 | 2008 | |
|---|---|---|
| Employees | 297 | 331 |
| Trainees | 5 | 9 |
| 302 | 340 | |
Personnel costs developed during the business year as follows:
Additional personnel costs in the amount of KEUR 974 resulted from the MEDOS AG in the business year 2008. The consolidation of NEXUS / PASCHMANN GmbH and NEXUS / HOLL GmbH for a complete business year for the first time also increased personnel expenses considerably. Social insurance contributions and contributions for old-age pensions and support include expenses for contribution-oriented plans of KEUR 25 (previous year: KEUR 27).
| 2007 | 2008 | |
|---|---|---|
| KEUR | KEUR | |
| Wages and salaries | 14,453 | 17,169 |
| Social costs | 2,447 | 2,930 |
| 16,900 | 20,099 |
The other operational expenditures are as follows:
The other operating expenses refer mainly to reserves for value adjustments in the amount of KEUR 465 (previous year: KEUR 488), provisions for reserves in the amount of KEUR 301 (previous year: KEUR 322) as well as write-offs and losses of debts in the amount of KEUR 192 (previous year: KEUR 43).
The other operational expenditures in the table above include payment to the auditing company for the Group Financial Statement as follows:
| 2007 | 2008 | |
|---|---|---|
| KEUR | KEUR | |
| Operating costs | 1,576 | 1,804 |
| Distribution costs | 1,776 | 2,038 |
| Administrative costs | 2,211 | 2,357 |
| Other operating expenses | 872 | 1,132 |
| 6,435 | 7,331 |
| 2007 | 2008 | |
|---|---|---|
| KEUR | KEUR | |
| Audit (individual accounts and Group audit) |
109 | 96 |
| Tax consultant services | 1 | 0 |
| Other services | 0 | 5 |
| 110 | 101 |
The year-end results of affiliated companies, which are due to the NEXUS Group, are shown.
From the interest receivable and similar income, KEUR 406 (previous year: KEUR 586) are revenue from securities, KEUR 77 (previous year: KEUR 15) interest revenue from bank deposits, KEUR 9 (previous year: KEUR 0) interest received from executive bodies of the company, and KEUR 61 (previous year: KEUR 88) on other interest receivable and similar income.
From the interest payable and similar expenses, KEUR 22 (previous year: KEUR 11) represent interest expenses from bank liabilities and KEUR 4 (previous year: KEUR 4) other interest payable and similar expenses.
Income taxes are composed of the actual tax expenses and the deferred tax expenses. The actual tax liabilities or obligations are measured using the applicable tax laws on the cutoff date with the amounts, which probably must be paid to the tax authorities or which they will demand. Deferred tax debts and liabilities are valued on the basis of the tax laws, which applied on the cutoff date, at the tax rate, which probably applies in the period during which the debt or liability is due.
In 2008, all losses carried forward were checked for their value on the basis of a five-year plan; credited deferred taxes were only established in the amount to which realization via future profit is possible. Debited, deferred taxes, which arise especially due to the capitalization of development costs, are accrued as deferred tax expenses or – when possible – offset with credited deferred taxes. The taxes on the result before income taxes are divided into the actual and deferred income taxes as follows:
| 2007 | 2008 | |
|---|---|---|
| KEUR | KEUR | |
| Actual tax expenditure | -60 | -47 |
| Deferred tax income | -420 | -274 |
| -480 | -321 |
The corporate income tax including the solidarity tax and the trade earning tax as well as comparable taxes dependent on income in foreign countries are shown as income taxes. In addition, tax accruals and deferrals are entered in these positions for all substantial differing amounts between commercial and tax balance sheets as well as possible consolidation measures. Substantial indications for realization of deferred tax claims on losses carried forward not used for taxes, which are higher than the operating results from the conversion of existing, taxable temporary differences, result from:
In determining the tax rates in 2008, a tax rate of 15.0% plus solidarity surcharge were set for the Group tax burden, and rates between 14.89% and 19.68% were set for the trade tax on earnings depending on the municipality. A combined average rate of 28.4 % is used for calculating the deferred taxes for corporate income tax and trade tax. This rate was 37.5% in the previous year due to other factors by which the uniform tentative tax is multiplied and other trade tax breakdown shares. The shown tax expenses deviated from the expected tax expenses, which would have resulted from application of the nominal tax rate on the result according to IFRS of 28.4% (previous year: 28.4%). Due to the use of losses carried forward in 2007, the future tax rate of 28.4% was assumed, because the mainly deferred tax effects were already offset with this and consequently a tax amount determined by this tax rate should be expected.
The relation of the expected tax expenses to the tax expenses, which result from the Group Profit and Loss Account, shows the following transitional calculation:
| 2007 | 2008 | |
|---|---|---|
| KEUR | KEUR | |
| Profit before tax | 1,677 | 1,854 |
| Profit tax expenses (previous year profit tax yield) At tax rate of 37.5% |
-476 | -527 |
| Effect shifting taxe rate from 37.5% to 28.4% | -553 | – |
| Taxable losses carried forward, which did not result in capitalization of deferred taxes |
575 | 225 |
| Taxe rate differences in subsidiary company | 8 | 1 |
| Tax increase / decrease due non-deductible expenses and tax- free revenue |
-9 | -26 |
| Taxes for prior years and other variations | -25 | 6 |
| tax espense according to profi t and losses Account |
-480 | -321 |
As of 31 December 2008, the value of the considered tax losses was KEUR 21,203 (previous year: KEUR 22,961) and the value of tax losses not considered was KEUR 36,595 (previous year: KEUR 35,863), for which no deferred claim under the tax relationship is credited in the balance sheet.
The non-watered earnings per share results from the division of the period result due to the stockholders by the average weighted number of stocks in circulation during the period. For calculating the watered result per share, the period result due to the stockholders and the average weighted number of stocks in circulation during the period would have to be adjusted by the effects of all potentially watered stocks, which result from the exercise of granted options.
No existing option rights were exercised in 2008 (previous year: 85,200). Options were granted in 2004-2006, from which a watering effect results in an amount equaling EUR 0.01. An average number of stocks of 14,481,500 was used as the based for calculating the watered result per share.
| Earnings per Share |
2007 | 2008 |
|---|---|---|
| Consolidated loss (group share) in KEUR | 1,163 | 1,488 |
| Average of shares issued (in thousands) | 13,791 | 13,805 |
| Earnings per share in EUR (diluted and undiluted) | 0.08 | 0.11 |
The funds statement shows how the means of payment of the NEXUS AG changed due to incoming and outgoing flows in the reporting year. Payments are structured according to current transactions, investments and financing activity in the funds statement. The cash flow from current business transactions is shown according to the indirect method.
In 2008, the cash flow from current transactions increased compared to the previous year from KEUR 2,964 to KEUR 4,258. The positive development of revenue, high amount of write-offs and the consolidation of the acquired MEDOS AG influenced the cash flow decisively.
The cash flow from investment activities is negative at KEUR -1,532 (previous year: -3,611). The investments in immaterial assets, especially in development services, were also the focus of investment activities in 2008. A positive cash flow of KEUR 342 was achieved thanks to the acquisition of MEDOS AG.
The change of cash flow from financing activities is above all due to changes in the consolidation group and associated payment of loans.
The amount of financial resources is composed of liquid funds (cash balance and credit balance at banks) minus account adjustment liabilities to banks.
70
NEXUS develops and sells software solutions for healthcare systems in its Healthcare Software Division. A distinction is made between the administrative and the medical sectors there. NEXUS provides a hospital information system (HIS) with its core product NEXUS / MEDFOLIO for the medical sector. The counterpart product NEXUS / MEDICARE is offered for psychosomatic institutions. We provide all administration applications for the Swiss market with the product line NEXUS / HOSPIS. Highly specialized solutions are available for radiology (NEXUS / INORMS) and (NEXUS / MEDOS), gynecology including obstetrics (NEXUS / GMT) and pathology as well as cytology (NEXUS / PASCHMANN). The leading system for QM assessment of all customary processes (NEXUS / HOLL) has also been assigned to this business division. NEXUS also expanded its portfolio for quality management software with the product NEXUS / CURATOR. The product ONCENTRA IM, which was developed in collaboration with our Dutch partner Nucletron B.V., also belongs to the area of Healthcare Software.
The Healthcare Service Division covers the services, which are provided by NEXUS.IT companies. These including consulting for hospital IT departments, configuration of network, Intranet and Internet solutions, security concepts and the management of IT services with the framework of the service company G.I.T.S. Gesundheitswesen IT-Service GmbH, Fürstenfeldbruck.
The Group is mainly controlled according to business divisions due to the chance and risk structure. Consequently, the division according to business divisions is the primary segmentation level.
Transactions between the segments are mainly debited as procurement or manufacturing costs.
The following information is provided for the individual segments according to business divisions: See page 71
| Di v s ional re po t ing |
Healthcare Softw are |
Healthcare Ser v c |
Consol - dat ion |
Gr o p |
|
|---|---|---|---|---|---|
| R v nue s |
KEUR | KEUR | KEUR | KEUR | |
| 2008 | 30,175 | 4,649 | 34,824 | ||
| External sales | 2007 | 25,710 | 4,002 | 29,712 | |
| Intersegment sales | 2008 2007 |
139 64 |
938 2,099 |
-1,077 -2,163 |
0 0 |
| Segment sales | 2008 | 30,314 | 5,587 | -1,077 | 34,824 |
| 2007 2008 |
25,774 491 |
6,101 835 |
-2,163 | 29,712 1,326 |
|
| Divisional operating result | 2007 | 436 | 558 | 994 | |
| Plus financial result | 2008 | 528 | |||
| 2007 2008 |
683 -321 |
||||
| Plus income tax | 2007 | -480 | |||
| Ann ual n et p ofi t |
2008 2007 |
1,533 1,197 |
|||
| Are attributable to: | |||||
| - Stockholders of parent company | 2008 | 1,488 | |||
| 2007 2008 |
1,163 45 |
||||
| - Minority interest | 2007 | 34 | |||
| Segment assets | 2008 2007 |
40,290 36,790 |
865 823 |
41,155 37,613 |
|
| 2008 | 213 | ||||
| Financial investments | 2007 | 88 | |||
| Financial assets | 2008 2007 |
9,589 12,122 |
|||
| Plus tax refund claims | 2008 | 3,965 | |||
| 2007 2008 |
3,899 450 |
||||
| Plus tax liabilities | 2007 | 432 | |||
| Total ass ets |
2008 | 55,372 | |||
| 2007 2008 |
6,680 | 959 | 54,154 7,639 |
||
| Segment debt | 2007 | 7,015 | 1,115 | 8,130 | |
| Plus finance liabilities | 2008 2007 |
111 185 |
|||
| Plus tax accruals | 2008 | 1,016 | |||
| 2007 | 804 | ||||
| Plus deferred taxes | 2008 2007 |
2,112 1,529 |
|||
| Total l iab l tie s |
2008 | 10,878 | |||
| Investments | 2007 2008 |
5,331 | 109 | 10,648 5,440 |
|
| - Investments in immaterial assets | 2008 | 4,935 | 2 | 4,937 | |
| - Investments in financial assets - Investments in tangible assets |
2008 2008 |
70 326 |
0 107 |
70 433 |
|
| 2007 | 5,440 | 173 | 5,613 | ||
| - Investments in immaterial assets | 2007 | 4,808 | 95 | 4,903 | |
| - Investments in financial assets - Investments in tangible assets |
2007 2007 |
22 610 |
0 78 |
22 688 |
|
| Amortisation | 2008 | 4,739 | 90 | 4,829 | |
| - Amortisation in immaterial assets | 2008 | 4,229 | 24 | 4,253 | |
| - Amortisation in tangible assets | 2008 2007 |
510 4,071 |
66 64 |
576 4,135 |
|
| - Amortisation in immaterial assets | 2007 | 3,724 | 18 | 3,742 | |
| - Amortisation in tangible assets | 2007 2008 |
347 193 |
46 | 393 193 |
|
| Other non-cash expenses | 2007 | 181 | 181 | ||
| Net result from associated companies | 2008 2007 |
1 9 |
|||
| 2008 | 101 | ||||
| Shares in affiliated companies | 2007 | 48 |
The geographic segments of the Group are determined according to the site of the Group assets. Sales to external customers, which are given in the geographic segments, are shown in the individual segments in line with the geographic site of the customers.
The geographic segments are as follows:
| 2007 | 2008 | |
|---|---|---|
| KEUR | KEUR | |
| SAL ES |
||
| Germany | 17,519 | 23,386 |
| Austria | 962 | 774 |
| Switzerland | 8,573 | 8,532 |
| Italy | 182 | 127 |
| Rest of Europe, USA | 2,476 | 2,005 |
| 29,712 | 34,824 |
| Germany | 42,547 | 43,161 |
|---|---|---|
| Austria | 598 | 518 |
| Switzerland | 6,305 | 6,905 |
| Italy | 285 | 160 |
| 49,735 | 50,744 |
| Switzerland | 383 | 967 |
|---|---|---|
| Austria | 0 | 0 |
| Germany | 4,520 | 3,970 |
| Germany | 561 | 382 |
|---|---|---|
| Austria | 7 | 0 |
| Switzerland | 120 | 51 |
| Italy | 0 | 0 |
| 688 | 433 |
| 22 | 70 | |
|---|---|---|
| Italy | 0 | 0 |
| Switzerland | 0 | 0 |
| Austria | 0 | 0 |
| Germany | 22 | 70 |
The Group is active internationally in part, whereby it is subject to market risks due to changes of exchange rate. The Group does not believe that these risks can have a substantial influence on the revenue and financial situation of the Group. Consequently, covering transactions were not made.
All financial liabilities are due within one year. The Group strives to have sufficient means of payment and equivalents for this or have corresponding irrevocable credit lines to fulfill its obligations over the coming years. In addition, the company has approved capital available in the amount of KEUR 6,860 (previous year: KEUR 6,860) for further capital increases.
Non-payment risks or risks that a contractual partner cannot fulfill his payment obligations are controlled via use of loan commitments, credit lines and other control methods within the framework of debt management (e.g., credit investigations). There are no essential nonpayment risk concentrations in the Group. The maximum risk amount results from the book value of the capitalized finance instruments.
Exchange rate risks are created by sales made in Switzerland and the USA in CHF and USD and the resultant receivables, which are subject to exchange rate fluctuations until payment.
NEXUS AG does not take any long-term loans. No cash flow interest risk exists. The securities mainly concern fixed-interest loans and bearing bonds as well as funds with fixed-interest, short-date loans. Due to the fixed-interest rate, the investments are subject to interest or market value risks in principle. The fair-value risk was entered directly in equity capital in a corresponding valuation reserve due to the classification of securities as performance-neutral as available financial assets until a possible sale. Due to the financial crisis, which among other things has resulted in increasing the market risk premium for corporate bonds and consequently determines the effective interest rate demanded by the market, the values of the securities funds held has declined substantially, which has resulted in adjustment of the valuations in the balance sheet. This risk will remain if the financial crisis and the associated stock price risks on fixed-interest securities continue in the subsequent periods. Assuming the corresponding credit worthiness of a debtor, the fixed-interest securities will approximate their nominal value again toward the end of their maturity.
The financial instruments of the Group not shown in the balance sheet at the current value primarily concern claims from deliveries and services, payment means and payment mean equivalents, credit in current account, liabilities from deliveries and services and other liabilities. The book value of the payment means and payment mean equivalents is very close to the current value due to the short term of these financial instruments. The book value based on historic purchase costs is also very close to the current value for claims and debts, which are subject to normal trade credit conditions.
NEXUS AG invoiced approx. 30.3% of its sales outside of the euro sphere in 2008 (previous year: 37.6%). We incur costs in Swiss francs due to our operations in Switzerland, but only slight costs in US dollars. A future exchange transaction was conducted in the amount of USD 2,000,000 as of 31 December 2008 to safeguard future payments in US dollars.
The hedging rate is EUR 1.26 and is effective until 17 November 2009. The future exchange transaction serves to safeguard expected payments arising from the Saudi Arabia project.
On the balance sheet cutoff date, the future exchange transaction has a positive adjusted current value in the amount of KEUR 129. The adjusted current value of the future exchange transaction is derived from the valuation of the outstanding position at market prices without consideration of current value developments from basic transactions. It states how an evening out would have affected the result on the balance sheet date. A positive current value stands for potential profits on the balance sheet date. The market value of the future exchange transaction is determined by the discounting of expected, future payment flows, valuated with the futures price valid on the cutoff date. If the euro had been 10% stronger (weaker) compared to the US dollar on 31 December 2008, the current market value would have been KEUR 142 lower (higher). No other hedging rate transactions exist.
The future exchange transaction is allocated as derivative of the valuation category affecting the result at the adjusted current value. Value changes are entered affecting the result, because no hedge accounting relation is designated.
Based on the balance sheet prices of the relevant currencies, the determination of sensitivities of a hypothetical change of the exchange rate relations was set at 10 percent respectively:
If the euro had appreciated (depreciated) in value 10% compared to the US dollar, the Group result before taxes would have been reduced (increased) by KEUR 21 (previous year: KEUR 48). An appreciation (depreciation) of the Saudi Arabian Rial (SAR) of 10% compared to the euro would increase (decrease) the Group result before taxes by KEUR 31 (previous year: KEUR 49). If the Swiss franc (CHF) had had appreciated (depreciated) in value 10% compared to the euro on the balance sheet date, the Group result before taxes would have been higher (lower) by KEUR 181.
The main office of the 100% subsidiaries NEXUS Schweiz GmbH and NEXUS Medizinsoftware und Systeme AG (99.98%) as well as the main office of the 50% share in NEXUS / ARABIA ltd. are outside of the area where the euro is used. Because the reporting currency of the NEXUS Group is the euro, the revenues and expenditures of these subsidiaries are converted into euros within the framework of consolidation. Changes in the average exchange rates from one reporting period to another can cause significant conversion effects, for example, with respect to sales revenues, the segment result and the Group result.
The following table shows the book value according to valuation categories in line with IAS 39 and the adjusted current value according to classes of financial assets and financial liabilities.
| 2007 in KEUR as of 12/31/ | Category accor ding to IFRS 7.6 |
Value to be attri buted |
book value | VAL UATION RATE ON THE BALANC SHEET CAT EGORY IAS 39 |
E | ||
|---|---|---|---|---|---|---|---|
| Valuation | as of 12/31/2007 |
as of 12/31/2007 |
FVTPL (HFT) |
AFS | LAR | FLAC | |
| ASS ETS |
|||||||
| Securities | continued procurement costs |
9,681 | 9,681 | – | 9,681 | – | – |
| Cash and cash equivalents |
– | – | 2,390 | – | – | – | – |
| Trade receivables |
continued procurement costs |
10,099 | 10,099 | – | – | 10,099 | – |
| Receivables from associated companies |
continued procurement costs |
53 | 53 | – | – | 53 | – |
| Other original financial assets |
continued procurement costs |
3,628 | 3,628 | – | – | 3,628 | – |
| 23,461 | 25,851 | – | 9,681 | 13,780 | – | ||
| LIABILITIES | |||||||
| Financial liability | continued procurement costs |
185 | 185 | – | – | – | 185 |
| Trade accounts payable | continued procurement costs |
2,500 | 2,500 | – | – | – | 2,500 |
| Liabilities with associated companies |
continued procurement costs |
22 | 22 | – | – | – | 22 |
| Other original liabilities |
continued procurement costs |
5,277 | 5,277 | – | – | – | 5,277 |
| 7,984 | 7,984 | – | – | – | 7,984 |
FVTPL (HfT) Financial assets evaluated as revenue at the adjusted value at the time / liabilities (kept for trading purposes)
AfS Financial assets available for sale
LaR Loans and Receivables
FLAC Financial liabilities, which are valuated at the net book value
A separate class is to be created for the position cash balance and credit balance at banks. General assignment to the carried forward procurement costs or to the finance instruments valuated at fair value is not correct, because it is shown at nominal value, whereby foreign currencies are converted at the current exchange rate. Consequently, evaluation of the cash balance and credit balance at banks is connected with a categorization according to IAS 39, which is why there are no valuations in the balance sheet according to valuation category.
| 2008 in KEUR as of 12/31/ | Category accor ding to IFRS 7.6 |
Value to be attri buted |
book value | VAL UATION RATE ON THE BALANC SHEET CAT EGORY IAS 39 |
E | ||
|---|---|---|---|---|---|---|---|
| ASS ETS |
Valuation | as of 12/31/2008 |
as of 12/31/2008 |
FVTPL (HFT) |
AFS | LAR | FLAC |
| Securities | continued procurement costs |
5,319 | 5,319 | – | 5,319 | – | – |
| Derivative financial instruments | continued procurement costs |
129 | 129 | 129 | – | – | – |
| Cash and cash equivalents |
– | – | 4,141 | – | – | – | – |
| Trade receivables |
continued procurement costs |
9,489 | 9,489 | – | – | 9,489 | – |
| Receivables from associated companies |
continued procurement costs |
6 | 6 | – | – | 6 | – |
| Other original financial assets |
continued procurement costs |
3,401 | 3,401 | – | – | 3,401 | – |
| 18,344 | 22,485 | 129 | 5,319 | 12,896 | – | ||
| LIABILITIES | |||||||
| Financial liability | continued procurement costs |
111 | 111 | – | – | – | 111 |
| Trade accounts payable | continued procurement costs |
2,431 | 2,431 | – | – | – | 2,431 |
| Other original liabilities |
continued procurement costs |
4,021 | 4,021 | – | – | – | 4,021 |
| 6,563 | 6,563 | – | – | – | 6,563 |
| Financial Instruments The net profits and losses from financial instruments (according to valuation category) in business year 2008 |
Net profi t / loss according to valuation category |
2007 KEUR |
2008 KEUR |
|---|---|---|---|
| can be summarized as follows: | FVTPL (HfT) | – | 129 |
| AfS | 49 | -90 | |
| LaR | 27 | -232 | |
| FLAC | 159 | 319 | |
| 235 | 126 |
Net profits of the category FVTPL (HfT) are shown under position 4.) Other Operating Income. The net profits / losses of the category AfS contains reduction losses of KEUR 108 (previous year: KEUR 13), which are entered in position 8. d.) Other Expenses. Profits are shown under 4.) Other Operating Income. In addition to the booked net profits / looses in the profit and loss account, category AfS also contains net losses entered directly in equity of KEUR -999 (previous year KEUR -384) after deduction of deferred taxes. On the basis of sales of securities, KEUR 104 (previous year: KEUR 0) from the valuation reserve for financial instruments were recorded affecting expenditures in the profit and loss account in the reporting year. The net profits / losses of the category loans and receivables contain reduction losses of KEUR -465 (previous year: KEUR -488). These are shown in position 8. d.) Other Expenses. Profits from value adjustments are shown under 4.) Other Operating Income.
Interest income / expenses from financial instruments, which were not valuated with adjusted current value as revenue, were as follows in the business year 2008:
| intere st earned / intere st costs om fi nancials instru ments |
2007 | 2008 |
|---|---|---|
| KEUR | KEUR | |
| Interest earned | 698 | 553 |
| Interest costs | 15 | 26 |
| 683 | 527 |
Interest revenue refers to financial instruments of the category AfS with KEUR 406 (previous year: KEUR 586).
There were no contingent liabilities on 31 December 2008.
NEXUS AG is the highest ranking parent company. Insignificant transactions were conducted with the affiliated companies G.I.T.S. Gesundheitswesen IT-Service GmbH, Fürstenfeldbruck, and VEGA Software GmbH, Aachen for the Group during the reporting period. Overall, sales in the amount of KEUR 103 (previous year: KEUR 81) and purchases in the amount of KEUR 7 (previous year: KEUR 18) were made. There were outstanding receivables from deliveries and services in the amount of KEUR 6 on the cutoff date (previous year: KEUR 53). In addition, there are accounts payable from deliveries and services in the amount of KEUR 0 (previous year: KEUR 10) and from an investment still to be made in nominal capital in the amount of KEUR 0 (previous year: KEUR 12). There were no business transactions with the affiliated companies of Medidata GmbH, Berlin and Paladium-med GmbH, Berlin, in the business year.
Sales to and purchases from affiliated companies are at normal market conditions. The outstanding positions at the end of the business year are not collateralized, noninterest bearing and will be paid in cash. There are no guarantees for receivables or payables in connection with affiliated companies. The Group did not adjust any values for receivables with respect to affiliated companies as of 31 December 2008. The necessity of reporting a valuation adjustment is checked annually by checking the financial situation of the affiliated company and the market, in which it is active.
In addition to their work in the Supervisory Board, the members of the Supervisory Board provide services themselves or via companies affiliated with them for the Group and invoice them in line with customary market conditions. In 2008, the expenses for such service fees amounted to KEUR 64 (previous year: EUR 61). There were outstanding accounts payable from deliveries and services in the amount of KEUR 19 on the balance sheet cutoff date (previous year: KEUR 0).
There are no other relations to affiliated persons requiring reporting other than the information already reported at this place and other places.
The following persons are members of the Supervisory Board:
The Executive Board:
Effective 1 January 2009, Ralf Heilig and Edgar Kuner were appointed to the Executive Board.
The total salaries are as follows: See to the right
Severance payments were not made. The overall remuneration of the Supervisory Board amounted to KEUR 63 (previous year: KEUR 63).
Based on the resolution of the general stockholders meeting of 18 June 2007, no individualized information about the salaries of Executive Board members is provided.
Events after the balance sheet date, which provide additional information about the situation of the company as of the balance sheet date, are considered in the balance sheet. Events after the balance sheet date, which do not result in any adjustments, are shown in the Appendix insofar as they are essential.
The Supervisory Board and the Executive Board of NEXUS AG submitted the statement required according to Section 161 German Stock Corporation Law on 13 March 2009 and made it accessible to stockholders.
After its approval, the Financial Statement was released by the Executive Board for publication.
Villingen-Schwenningen, 18. March 2009 NEXUS AG
Dr. Ingo Behrendt Ralf Heilig Edgar Kuner
| 2007 | 2008 | |
|---|---|---|
| Salary Components | KEUR | KEUR |
| Non-performance-related component | 281 | 324 |
| a) Short termed benefit | 265 | 308 |
| b) Benefit after employment | 16 | 16 |
| Performance-related component | 150 | 183 |
| SUMM E |
431 | 507 |
| Komponente mit langfristiger Anreizwirkung. Optionen zum bereinigten Optionswert |
0 | 0 |
77
A loan in the amount of KEUR 250 was granted to an Executive Board member in the reporting year. Redemption is annual in the amount of KEUR 40, starting on 30 April 2009. A final payment in the amount of EUR 90 will be due on 30 April 2013. The interest rate for the granted loan is 4% p.a. The interest payments are due on the redemption dates. No security was provided.
In the business year 2008, the number of stocks held by the Executive Board and the Supervisory Board changed as shown in the following list:
| Number of share s |
Number of options |
|
|---|---|---|
| Super visory Board |
||
| 81,099 | 0 | |
| Dr. jur. Hans-Joachim König | in 2007 (81,099) | in 2007 (0) |
| 0 | 0 | |
| Prof. Dr. Alexander Pocsay | in 2007 (0) 0 |
in 2007 (0) 0 |
| Ronny Dransfeld | in 2007 (0) | in 2007 (0) |
| 0 | 0 | |
| Prof. Dr. Ulrich Krystek | in 2007 (0) | in 2007 (0) |
| 0 | 0 | |
| Dipl.-Betriebswirt (FH) Wolfgang Dörflinger | in 2007 (0) | in 2007 (0) |
| 0 | 0 | |
| Dr. Dietmar Kubis | in 2007 (0) | in 2007 (0) |
| Executive Board |
||
| 112,000 | 325,000 | |
| Dr. Ingo Behrendt (MBA) | in 2007 (112,000) | in 2007 (325,000) |
| 116,147 | 15,000 | |
| Dipl.-Betriebswirt (FH) Stefan Burkart | in 2007 (116,147) | in 2007 (15,000) |
According to the best of our knowledge, we assure that the actual relations corresponding to the assets, finances and revenue situation of the Group in line with the accounting principles to be applied for reporting the Group Financial Statement are stated and that the course of business including the business result and the situation of the Group are depicted in the Group Status Report, so that a picture is provided of the actual relations as well as the essential chances and risks of the probable development of the Group.
Villingen-Schwenningen, 19 March 2009
NEXUS AG The Executive Board
We have provided the following audit certificate for the Group Financial Statement and the Group Status Report:
We have audited the Group Financial Statement drawn up by the NEXUS AG, Villingen-Schwenningen, composed of balance sheet, profit and loss account, equity capital modification account, cash flow statement and appendix as well as the Group Status Report for the business year from 1 January until 31 December 2008. The preparation of the Group Financial Statement and the Group Status Report in line with IFRS, as they are to be applied in the EU, and the supplementary commercial law regulations according to Section 315a clause 1 of the German Commercial Code are the responsibility of the legal representatives of the company. Our job is to provide an assessment of the Group Financial Statement and the Group Status Report on the basis of an audit, which we conduct.
"We conducted our audit of the Group Financial Report in accordance with Section 317 of the German Commercial Code under consideration of the German principles set by the Institute of Auditors (IDW). Accordingly, the audit should be planned and conducted in such a way that misstatements and violations, which have an essential effect on the depiction of the picture of the situation of assets, finances and revenue communicated by the Group Financial Statement under consideration of the applicable regula-
tions and by the Group Status Report, are detected with sufficient certainty. At setting the auditing procedures, knowledge about the business operations and the economic and legal environment of the Group as well as the expectations of possible errors are considered. Within the framework of the audit, the effectiveness of the internal control system related to accounting as well as proofs from the information in the Group Financial Statement and the Group Status Report are judged mainly on the basis of spot checks. The audit includes judgment of the year-end financial statements of companies included in
the Group Financial Statement, delimitation of the consolidation circle, the applied accounting and consolidation principles and the essential estimates of the legal representatives as well as an assessment of the overall depiction of the Group Financial Statement and the Group Status Report . We believe that our audit provides a sufficiently reasonable basis for our judgment.
Our audit did not find anything objectionable.
According to our judgment based on the information obtained in the audit, the Group Financial Statement and the Group Status Report are in line with IFRS, as they are to be applied in the EU, and the supplementary commercial law regulations according to paragraph 315a clause 1 of the commercial code, and communicate a picture of the situation of the assets, finances and revenue of the Group corresponding to actual conditions. The Group Status Report is in agreement with the Group Financial Statement and communicates a generally accurate picture of the situation of the group and presents the chances and risks of future development correctly.
Stuttgart, 19 March 2009
HHS Hellinger Hahnemann Schulte-Gross GmbH Auditing Company
Philipp Auditor
Kröning Auditor
Declaration in line with section 161 of the stock law by the Executive Board and Supervisory Board of the NEXUS AG, Villingen-Schwenningen: Executive Board and Supervisory Board hereby declare that the recommendations of the government commission of the German Corporate Governance Code (state of the consultations of the government commission of the German Corporate Governance Code of 6 June 2008) have been followed and will be followed in the future. The following recommendations explained below are exceptions to that:
The existing D&O insurance policy does not have any deductibles for all persons covered by the insurance. NEXUS AG does not believe that deductibles contribute essentially to compliance with the rules of proper business management and consequently deviates from the code.
There is currently no set age limit for Supervisory Board members. NEXUS AG assumes that the ability of a suitable Supervisory Board member is not dependent on age and that rigid age limits discriminate unfairly.
NEXUS AG reports purchases and sales of stocks and derivative financial instruments of the company, which members of management make, in due time in line with the rules of the stock exchange rules and regulations, the Securities Trading Law and the German Corporate Governance Code. In line with the rules of the Securities Trade Law, a report is not issued if the total sum of transactions of a person with management responsibilities does not amount to a sum of EUR 5,000.00 by the end of the calendar year.
NEXUS AG publishes its semi-annual and quarterly financial reports in line with the stock exchange rules and regulations and the subsequent certification obligations of the Prime Standards at the latest two months after the end of the reporting period.
The corresponding declaration is published in the Internet at www.nexus-ag.de.
Villingen-Schwenningen, March 2009 NEXUS AG
For the Supervisory Board Dr. Hans-Joachim König
For the Executive Board Dr. Ingo Behrend
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