Annual Report • Apr 23, 2013
Annual Report
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| 2012 | adapted** 2011 |
2010 | |
|---|---|---|---|
| Revenue and Result | KEUR | KEUR | KEUR |
| Sales | 62,340 | 53,534 | 44,823 |
| Sales HC-Software | 59,921 | 49,492 | 40,119 |
| Sales HC-Service | 5,419 | 4,042 | 4,704 |
| Sales National | 34,456 | 29,385 | 27,017 |
| Sales International | 27,884 | 24,149 | 17,806 |
| Result of the period before tax | 5,823 | 4,524 | 3,308 |
| Result of the period | 5,762 | 4,597 | 3,538 |
| EBITDA | 11,854 | 10,762 | 9,449 |
| Result per Share | 0,43 | 0,34 | 0,25 |
| Investments and Depreciation | |||
| Investments in intangible and tangible assets | 5,526 | 5,943 | 5,032 |
| Investments in company acquisitions | 13,188 | 7,383 | 1,277 |
| Depreciation | 6,499 | 6,520 | 5,719 |
| Assets, Equity and Liabilities | |||
| Balance sheet assets | 101,167 | 81,783 | 68,336 |
| Capital assets (without deferred tax) | 51,593 | 39,953 | 31,189 |
| Short-term assets | 45,400 | 38,797 | 34,915 |
| Liquidity | 23,051 | 22,089 | 20,697 |
| Equity | 68,113 | 58,057 | 52,796 |
| Equity ratio (in %) | 67,3 | 71,1 | 77,3 |
| Bank loans | 385 | 88 | 0 |
| Short-term liabilities | 21,587 | 18,672 | 13,359 |
| Key Figures | |||
| Cash Flow from operative activities | 8,276 | 10,995 | 13,929 |
| Cash Flow from financing activities | -12,990 | -17,650 | -4,988 |
| Number of Users of NEXUS-Software | 158,600 | 134,800 | 108,200 |
| Employees (end of the year) | 566 | 482 | 371 |
"We develop software for the health care system! This is a fantastic task, because our software creates additional capacity for doctors and nurses that can be used for patients and their treatment! This software market is one of the most exciting growth markets in the world at the same time."
Dr. Ingo Behrendt Chief Executive Officer NEXUS AG
Can an HIS be fun? Yes, if it orients its operability to the needs of its users. NEXUS / HIS was developed from actual practice for actual practice. For simple, focused use.
Letter to Our Stockholders 6 Highlights 2012 14 Innovations 2012 20 NEXUS at a glance 24 Report of the Supervisory Board 26 Group Management Report 2012 30 Consolidated Financial Statements 60 Group Appendix for the Business Year 2012 68 Responsibility Statement 117 Audit Certificate 118
NEXUS products are convincing! An increasing number of hospitals are deciding in favor of our solutions and consequently prove that our product developments fulfill current market expectations very precisely.
Users obviously feel understood with our software. Simple software interfaces, which save time and are focused on the process of medical treatment: we were again able to acquire numerous new customers with these product properties in 2012.
To safeguard this goal in the long term, we again invested approx. 18% of our sales volume in product development and cultivated new market fields via acquisitions in 2012. In spite of these high investments, we were also able in 2012 to continue our trend of many years impressively: sales increasing in the two-figurepercentage range with disproportionately increasing profits. Sales have increased by approx. 16 percent, and our result before taxes by approx. 29%. Our stock price has also reflected this good development and increased by approx. 32% in 2012.
The complete economic environment in 2012 was not supportive in this context. The continuing smoldering fi nancial crisis and the diffi cult development in many euro and Arab countries have result in further reductions in public budget expenditures. Although the core markets of NEXUS, Germany and Switzerland, were detached from this development in part, pressure on reducing expenditures remained very high there too. Consequently, public and private hospitals maintained their investment restraint unchanged in 2012. The profi tability of many hospitals remains insuffi cient in both countries as previously, and investments with long-term effects are being delayed further as previously against the background of worsening general conditions. Decision-makers are increasingly forced in this situation to do without the cost-cutting and effi ciency-increasing effects, which modern hospital software systems provide. However, market participants mostly agree that investments in a modern infrastructure of the health care system remain a priority project. NEXUS has adapted to these general conditions and is concentrating its activities on national and international markets and customer groups currently willing to invest.
A factor working in our favor here is that the consolidation of the healthcare software industry is continuing. The number of companies, which are able, of participating in international competition has decreased further in 2012. The high demands on the range and quality of solutions are increasing entry barriers to the market at the same time. This especially applies in Europe, because suppliers have to act on different national markets to be able to recoup the high product investment costs. NEXUS has already adapted to these challenges thanks to its internationalized and wide-ranging portfolio.
Dr. Ingo Behrendt, Chief Executive Offi cer of NEXUS AG
As a result, we were also able to hold our hold in a demanding market in 2012. We were able to grow strongly and improve our market position considerably in almost all areas both organically and thanks to company acquisitions.
A total of 27 new hospitals decided in favor of the product NEXUS / HIS in Germany in 2012. The new customers include Ortenau Hospital, an association that is one of the most important in southern Germany with approx. 1,800 beds and 5,000 employees. The Rhineland Lutheran Hospitals also became a customer of ours with a total of 617 beds and Leverkusen Hospital with more than 700 beds. This extraordinarily high number of new orders impressively documents the current special position of our product NEXUS / HIS on the German market. The conceptual approach and contents of NEXUS / HIS are already considered a pioneering innovation in our sector and set new standards with respect to ease of use and simplicity.
We also achieved an essential share of our overall business in Switzerland in 2012. Another pleasing piece of news: we were also able to win larger market shares with residential institutions in 2012 and now have long-term care as an important business area in Switzerland in addition to hospital treatment. The introduction of our newly developed patient management solution in Switzerland is going to be very exciting. We worked on this product and the first reference customers intensively last year and are going to start active marketing of it in 2013. This solution is based on the new NEXUS.net framework, the functions and technology of which have filled us with enthusiasm.
The new NEXUS framework is also the basis of our radiology information systems ( NEXUS / RIS), which we have been marketing since 2012. We have created a product on this modern platform, which provides radiologists with substantial time savings and easy and intuitive operation long desired at the same time. Orders for NEXUS / RIS in the first months surpassed our expectations by far.
Our product offer in pathology has also developed extremely positively. Big customers, e.g., the pathology ward of Charité in Berlin and Pathology Dr. Weiss in Erlangen have converted to NEXUS / PATHOLOGY and reinforced the leading market position of our product. We were able to win a bid invitation in Horn in Austria in our newly started product area of medical product preparation with NEXUS / SPM, and we won our first orders for our new product in long-term and senior citizen care in Germany.
Our development in France is also very interesting. While we are bringing the sterilization product of our French company to Germany and Austria, NEXUS / OPTIM in Grenoble (F) is profiting in turn from other NEXUS products. As a result, we could record a considerably improved number or received orders at NEXUS / OPTIM in 2012.
We were again able to increase sales and profit considerably in 2012 and consequently have two-figure percentage growth in sales and profit for the ninth year in a row.
Focused: NEXUS solutions put the medical workfl ow in focus of applications. In pathology, this applies from recording materials all the way to sending fi ndings.
Total sales increased to EUR 62.34 million (previous year: EUR 53.53 million) during the reporting year. Compared to the previous year, sales thus increased by approx. 16.4%. Sales in the Healthcare Software Division grew by 15.0% to EUR 56.92 million (previous year: EUR 49.49 million). In the Healthcare Service Division, we were able to achieve EUR 5.42 million following EUR 4.04 million in the 2011 (+34.1%). International business represented a share of 44.7% in the total Group in 2012 following 45.1% in the previous year.
We continued our program started in 2010 for expanding our market activities. The goal of this program is to position NEXUS in additional areas of the health care system and enhance our product portfolio. In 2011, we entered the market for software solutions for nursing and geriatric institutions as an additional target group thanks to the acquisition of DOMIS AG, Altishofen (Switzerland). Thanks to the acquisition of Optim SAS, Grenoble (France) in the same year, we established our position in the OP and sterilization management areas in France.
We were able to expand our diagnostic product program (NEXUS / DIS) decisively with the acquisition of E+L GmbH, Erlangen, in 2012. The company has outstanding expertise in the areas of medical diagnostics management and the equipment integration areas, which supplement both our NEXUS / HIS and our diagnostic product series. We have strengthened our activities within the context of process and SAP consulting with the purchase of ASS.TEC GmbH, Villingen-Schwenningen. The technological and organizational integration of these companies are essential focal points of our in-house activities.
Development and innovation projects retain outstanding significance in our strategy. In 2012, we again increased investments in development and invested approx. EUR 11.4 million or 18.2% of our sales in developing our software systems. The development of all NEXUS products is oriented to making them easy to use, focused on the specific process of the user and designed specifically to save time. These are goals, on which our development teams also worked very intensively in 2012.
We achieved very considerable progress in "usability" and enhanced functionalities in NEXUS / HIS, especially in the areas of OP control, medication and medical path management. Special focus was on the product "integration server", which simplifies managing the very varied interfaces to NEXUS / HIS for hospitals. The development of "mobile solutions" played a significant role here. We are working on developing specific apps, which enable use of specific functions of NEXUS / HIS on mobile terminals. This is an area, to which we attach great importance, including for the coming years.
We adapted our software solution for the Central Sterile Supply Department (CSSD) in hospitals to German-speaking areas last year and consequently internationalized our product, which has been very successful in France. At the same time, we succeeded in adapting our "international patient management (NEXUS / PATng.)", which has been used in Germany, Switzerland, Poland and Austria until now, to the French market.
Within our diagnostic product series, we implemented new developments in the areas of NEXUS / CYTOLOGY and NEXUS / PATHOLOGY as well as in NEXUS / OBSTETRICS, which solidify our strong position in these areas.
Our investment focal point in 2012 was again in the continued technology conversion of our applications. We are migrating our applications based on a Group-wide, standard framework step-by-step to a new technology platform. In this program, which we have been conducting for quite some time, we have already converted numerous modules within the context of new releases. In 2012, the focus was on developing our new NEXUS / HIS container, which we designed completely anew based on our many years of experience.
The great number of development projects and the strong orientation to innovation of our company is obviously being honored on the market, which can be seen from the many new customers of NEXUS.
A total of 162 new customers decided in favor of introducing NEXUS software in 2012. This includes 27 hospitals that purchased NEXUS / HIS for their complete operations. As a result, we were again able to surpass our high values of the previous year. At the same time, a total of 28 hospitals started live operation in their complete operations. Thanks to the good number of orders on hand, we also see a high number of projects in 2013, which can go into real operation. We were again able to increase our overall result in 2012 against the background of these successes.
We recorded profit before taxes of EUR 5.82 million following EUR 4.52 million in the previous year (+28.7%), and Group profit after taxes was EUR 5.76 following EUR 4.60 in the previous year (+25.3%).
The EBITDA amounted to EUR 11.85 million following EUR 10.76 million in the previous year (+10.1%). Our cash flow was very strong at EUR 8.28 million (2011: KEUR 11.0 Mio.).
The distribution of income in the NEXUS-Group became more differentiated over the past months. The big HIS projects, which composed the decisive share in the past, were supported strongly by the products "Long-term care (NEXUS / HELP)", "Diagnostic systems (NEXUS / DIS)" and "Quality management (NEXUS / QM)". At the same time, the essential "HIS big projects", e.g., the German military hospitals in Germany, the Mühlen District Hospitals as well as the projects in St. Gallen (CH), in Fribourg (CH) and Oslo (N) are decisive stimuli for product development and the degree of familiarity of NEXUS AG.
The NEXUS team is extremely satisfied overall with the results and the course of the fiscal year 2012n.
We see a great demand for our products, which makes us proud and inspires us to improve our products continually further.
At the same time, we see that our company is on a healthy growth path, revenues are developing very positively and new companies can be integrated successfully into the NEXUS-Group. It is especially good news that the capital market is honoring the good development of NEXUS AG and has demonstrated substantially more interest in our stocks as was the case in the previous year. As a result, our stock price rose by approx. 32% to about 9.18 euros by the end of the year 2012 and surpassed the development of the TECDAX considerably, as was the case in the past years.
Dear stockholders, the NEXUS team thanks you for your trust and loyalty to our company. We can only continue the good development of the past years together, with you, our customers, employees and partners.
Warm regards,
Dr. Ingo Behrendt Edgar Kuner Ralf Heilig
Chief Executive Officer Chief Information Officer Chief Sales Officer
Months of work are put into each HIS project targeting the "going live date". Nine hospitals started successfully with NEXUS / HIS on 1 January 2012. Hospitals such as the VITOS Hospitals Heppenheim and Riedstadt, the Dominikus Hospital Dusseldorf and a new psychiatric ward at KAV Vienna have been using NEXUS / HIS since that time. Accounting and medical documentation processes are the focus of the new introductions.
In January, the Hainberg Hospital decided to depict its manual for quality management using the NEXUS solution. Quality management is the basis for improving processes and workfl ows. Using it, all documents and measures in a hospital required for certifi cation are managed in a standardized tool. Important: Documented proof for KTQ rehabilitation certifi cation is implemented in NEXUS / CURATOR and serves as orientation and selection help for patients.
02
The Cologne-Weyertal Lutheran Hospital and the Lutheran Hospital Bergisch Gladbach decided together to introduce NEXUS / HIS. Treatment processes are to be designed in a modern fashion using IT support and consequently allow more time for patient treatment.
The existing six Supervisory Board members of NEXUS AG as well as the substitute member were reelected by a large majority on 23 May 2012 as confi rmation of successful work over the past years. Dr. Hans-Joachim König was confi rmed as Chairperson of the Supervisory Board in the subsequent supervisory board election. Prof. Dr. Ulrich Krystek was also reelected as Deputy Chairperson. The term of offi ce of the supervisory board is three years.
The Swiss Paraplegic Center Nottwil is betting on NEXUS for implementing patient paths in a pilot project. The planned course of patient treatment is displayed in a graphic interface, which enables an overview of the treatment situation at all times. This view will be the central work environment for doctors and nurses thanks to a "Drill down" and a "Timeline". Implementation is within the context of the new KISng. generation from NEXUS.
The new product NEXUS / OBSTETRICS will be used comprehensively in the University Hospital of RWTH Aachen. The product covers obstetrics documentation, including CTG monitoring and the partogram. More than 1,000 children are born in the RTWH every year
The Ortenau Hospital Offenburg-Gengenbach is one of the biggest hospital associations in Germany with a total of nine hospital sites, 1,800 beds and far more than 75,000 outpatients every year. A new hospital information system was sought within the context of an invitation to bid, which does justice to the increased requirements of administration and especially to the demands put on doctors and nurses. NEXUS won the contract for introducing the NEXUS / HIS. This is a project in an area very close to our headquarters, for which we feel a great obligation.
In April 2012, Kiel Hospital decided in favor of the new NEXUS / RIS. The decisive factors were the ergonomy and functional strength of the product developed completely new by NEXUS. It is the newest generation of software that NEXUS has and is being very well received by radiologists. The interface-free integration into NEXUS / HIS especially provides numerous benefi ts in daily use.
05
The pathology ward of Charité Berlin is going to develop the solution NEXUS / PA-THOLOGY in collaboration with NEXUS. The goal is to use the NEXUS product to establish a pathology platform for integrated virtual microscopy. NEXUS / PATHOLOGY is going to replace the existing systems step-by-step at the site Campus Charité Middle and be used at approx. 75 workstations.
In spite of the strong increase in the previous year, NEXUS again had strong growth in the fi rst quarter 2012. Sales increased by 18.3% to KEUR 13,855. The operating result after taxes even increased by 31.6% to KEUR 1,413. (Q1 2011: KEUR 1,074).
NEXUS was able to win an HIS bid invitation of Viersen General Hospital in June. Viersen General Hospital was looking for a system with potential for the future, which optimizes medical processes and structures hospital workfl ows effectively. Decisive for the decision in favor of NEXUS was the fact that we provide an integrated system with a uniform user interface for administration, medicine and care. As a result, the integrated modules patient and treatment management coordinate resource planning of appointments, staff, equipment and processes optimally.
The approx. 3,500 employees of the canton hospital Baselland (CH) provide medical treatment using the most up-to-date treatment methods at their locations in Liestal, Bruderholz and Laufen. To remain just as modern with respect to IT technology, the hospital in Liestal and Bruderholz is betting on the new .NET technology of NEXUS / HOSPIS PATng.
This modern application enables users to access patient data more easily and carry out accounting work a lot faster dealing with all aspects of billing using Swiss-DRG.
Within the context of a call for bids, the Centre Hospitalier Robert Bisson (F) has decided to contract NEXUS / OPTIM with the restructuring of its OP area as well as installation of the new software NEXUS / OPM. The possibility to integrate the software into the existing information system of the hospital was one of the reasons why hospital management selected NEXUS / OPM. Exchanges with the sterilization department are being simplifi ed thanks to the new software. In addition, the new IT solution visualizes planning and performance of operations; encoding is automated for the most part and can be transferred into the digital patient record.
HELIOS HOSPITAL DUISBURG manages quality more effectively thanks to use of NEXUS / CURATOR. The solution NEXUS / CURATOR helps to simplify management workfl ows, increase effi ciency and cut costs. Its user-friendliness was a decisive factor in the selection of NEXUS. The interface can be operated intuitively, which simplifi es employee acceptance considerably.
08
Leverkusen Hospital and Marien Hospital Bergisch Gladbach are going to work using the hospital information system from NEXUS in the future. Both hospitals reached the decision in favor of the user-friendly HIS within the context of a European-wide bid invitation. The objective of the hospitals is to master the challenges of hospital practice actively with a modern information system. Relieving the load on hospital staff as well as increasing process quality are part of the core objectives of the HIS introduction.
NEXUS AG was able to report another increase in sales and operating result for the fi rst half-year 2012. Sales increased to KEUR 28,768 (+17.2%) and the result before taxes was KEUR 2,978.
The somatic and psychiatric hospitals of the Canton of Fribourg have introduced a standardized canton- wide HIS solution with the roll-out of the last site of a total of seven. Almost all medical and treatment processes, which the more than 3,000 employees work on, are supported by NEXUS / HIS in the canton and enable site-overlapping collaboration.
Dealing with substance abuse presents a special challenge in psychiatric clinics. UPK Basel contracted NEXUS AG to develop a modern solution for documenting substance abuse, including check mechanisms and documentation in a substance abuse log based on NEXUS / HIS. Individual treatment plans are created in NEXUS / OUTPATIENT CLINIC FOR SUBSTANCE ABUSE based on the history of substance abuse, the current addiction and the case history.
A focal point of NEXUS product development is on the area of mobility. The goal is to enable even faster access to patient data and simplify entry using mobile workstations, smartphones, iPad and tablet PCs. NEXUS presented its fi rst mobile apps in September, which will be supplemented continually over the coming months.
Horn District Hospital in Austria has decided in favor of the CSSD software from NEXUS. The touchoptimized IT solution serves for gapless documentation of preparation processes for medical products. The department for preparing medical products of the Horn District Hospital (A) is being completely renovated and the work process optimized, not the least thanks to the NEXUS application. The especially user- friendly software is being connected to existing RDGs and autoclaves, so that all information, which is collected during preparation of instruments, is documented in NEXUS / SPM. Horn District Hospital (A) conducted an instrument management project of our partner Arnold Med. Technik GmbH in advance. The adapted medical product master data are transferred to NEXUS / SPM, which represents an especially integrated use of the IT systems.
NEXUS has enhanced its involvement in the area of process consultation including SAP consultation as an additional pillar of NEXUS / IT activities with the acquisition of ASS.TEC GmbH, Villingen- Schwenningen. With the acquisition, NEXUS also obtained approx. 30 employees and their know-how as well as established customer relationships, which can be used for expanding the business area.
NEXUS AG and E&L medical systems GmbH, Erlangen, have entered into an especially promising alliance. NEXUS has purchased 95% of the company stocks. E&L is the market leader in the area of diagnostics software in Germany. Thanks to this relationship, NEXUS has become one of the decisive suppliers of diagnostic information systems in the German healthcare system. The acquired product range can be integrated without need of an interface into NEXUS / HIS at the same time.
11
NEXUS AG had sales of KEUR 43,807 (+14.0%) in the fi rst nine months of 2012 following KEUR 38,436 in the previous year and an improved result before taxes of KEUR 4,299 compared to KEUR 3,573 (+20.3%) in the previous year
The Executive Board of NEXUS AG resolved to conduct a capital increase with approval of the Supervisory Board. Using the authorized capital available, the capital stock of NEXUS AG is to be increased from the previous EUR 14,305,150 by EUR 800,000 (5.6%) to EUR 15,105,150 against cash investment via issue of 800,000 registered shares with exclusion of subscription rights.
12
NEXUS concluded an agreement with amedes Medizinische Dienstleistungen GmbH at the end of the year concerning the product "Zytofi x". NEXUS is assuming responsibility for the product and will integrate it into its own cytology strategy. Amedes and NEXUS already have extensive collaboration in the area of NEXUS / PATHOLOGY, which is used in Amedes extensively.
The Graz Geriatric Center is using NEXUS / HIS for complete coverage. More than 500 employees from the areas of doctors, nurses and therapy as well as accounting work with NEXUS / HIS as of the end of 2012. It already became evident in the initial phase that considerable time-savings and substantial improvements of quality were achieved.
Fast: NEXUS solutions help you to save time. Ultrasonograms and diagnosis charts are integrated automatically into the diagnosis report in mammary diagnostics.
NEXUS / HIS stands for a modern hospital information system focused on users. NEXUS/KIS supports all administrative and medical areas of hospitals. Special feature: NEXUS/HIS also covers solutions for special diagnostic wards such as endoscopy and radiooncology.
NEXUS provides a complete solution for psychiatric institutions from treating patients to key fi gure management for institution management. The product is highly specialized and the market leader in Germany with more than 150 customers.
NEXUS / Home stands for a complete home information system, which contains the functions fi nances, resident management, treatment management and staff deployment. Almost 400 senior citizen homes are already working with the system today.
Management for the Health Care System
NEXUS / MAWI covers all functions of a modern hospital stockroom and pharmacy and ensures optimum supply in your hospital. The pharmacy
NEXUS / REHA supports the complete course of treatment during rehabilitation. Close networking of medical, therapeutic and administrative processes is a core element of the solution.
Focused on the Healthcare System
Your own fi nancial accounting and asset accounting are optimized on modern .NET technology of NEXUS for the healthcare system. This includes integration into NEXUS / HIS via integration into billing, transferring accounts receivable and special depreciation forms.
The certifi cation software from NEXUS and the quality management portal NEXUS / CURATOR are the market leaders in Germany. Our web-based knowledge database and certifi cation procedure (e.g., KTQ) are used in a majority of German hospitals.
Clinic WinData is the core product of the new NEXUS subsidiary E&L Medical Systems GmbH. Intelligent diagnostic software makes it possible for doctors from the areas of endoscopy, cardiology, sonography or other intensive diagnostic wards and departments to create high-quality diagnoses quickly. The strength of the solutions is in the intelligent diagnostic support for doctors and in equipment integration. These are functions, which have made the product CWD into the market leader in this area. More than 400 hospitals work with CWD today. The product is managed as a separate brand within the NEXUS Group and also marketed independent of NEXUS / HIS. A cooperative relationship with other participants on the market, such as E+L already practices today, is increasingly becoming the model of the NEXUS Group.
This module controls the processes in pathology from material entry all the way to billing. NEXUS / PATHOLOGY is employed in more than 350 institutes and hospitals integrated into NEXUS / HIS or as a separate solution.
The medication process is one of the essential hospital processes and is supported comprehensively by NEXUS/MEDICATION: Prescribing, checking, providing and monitoring. The module is integrated into NEXUS / HIS and provides a profession-overlapping view of patient medication.
NEXUS / PDMS is an intensive care solution integrated completely into HIS with all functions required in an intensive care ward. The advantage: All intensive care information remain in the HIS and customary software operation is maintained.
The new cytology solution from NEXUS supports workflows in cytology institutions and enables a high degree of capacity utilization. Order entry and billing are automated to a great extent thanks to the use of barcodes and scanners.
NEXUS has developed a solution with the software NEXUS / SPM, which supports the complete workflow of sterilized material supply and guarantees high quality and process security. The solution has been installed in more than 200 hospitals in the meantime.
Obstetrics software with complete documentation from the first day of pregnancy until discharge from the obstetrics clinic. Used in more than 300 clinics, the module is available as separate solution or integrated into NEXUS / HIS.
We have made a very positive impression on the market with the new NEXUS radiology solution, an integrated RIS / PACS solution. Maximum useradapted to the workflows in radiology. NEXUS provides more than 200 regular customers with a great innovative advance with this product.
| 05/10/2013 | Quarterly Report 01//2013 |
|---|---|
| 05/13/2013 | General Stockholders Meeting 2013 |
| 08/19/2013 | Half Year Report 2013 |
| 11/11/2013 | Quarterly Report Q3/2013 |
| 11/11–12/2013 | German Equity Forum, Frankfurt (Germany) |
| 04/09–11/2013 | ALTENPFLEGE, Nürnberg (Germany) |
|---|---|
| 04/09–11/2013 | conhIT, Berlin (Germany) |
| 04/09–11/2013 | Journées Nationales Sterilisation, Marseille |
| (France) | |
| 05/29–06/01/13 Deutscher Röntgenkongress, Hamburg | |
| (Germany) | |
| 10/18–19/2013 | KTQ-Forum, Berlin (Germany) |
| 10/30–11/01/13 | IFAS Romandie, Lausanne (France) |
Active communication with our stockholders, potential investors, analysts and the finance market are the focal point of our investor relation activities. We continually inform all market participation promptly and comprehensively via press releases and ad hoc announcements as well as the mandatory quarterly, semi-annual and annual financial reports. In addition, we cultivate intensive dialog with institutional investors and finance analysts via telephone conferences and one-on-one meetings and on roadshows. Our homepage provides a precise overview of current measures and the schedules. We publish our business figures soon after each ended reporting period. In addition, our investor relations staff is of course available as a contact partner to provide information to you.
| Performance (Frankfurt Stock Exchange closing prices for the NEXUS share) |
2012 | 2011 | 2010 | 2009 | 2008 |
|---|---|---|---|---|---|
| Exchange closing prices for the | 9.55 | 7.35 | 4.70 | 3.89 | 3.25 |
| NEXUS share) | 6.53 | 4.64 | 2.83 | 1.86 | 1.39 |
| Market Capitalization (year end in million KEUR) | 138.59 | 99.13 | 63.59 | 46.25 | 21.54 |
| Result per share in KEUR (average) | 0.43 | 0.33** | 0.25 | 0.15 | 0.11 |
** Adjustment due to IAS 8.41 ff.
NEXUS offers highly innovative software-solutions in the following medical areas:
IT-solutions Multiple- and Ward solutions clinical information systems
Intigrated clinical data model
The Supervisory Board was informed promptly 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 2012. The Supervisory Board has fulfilled its checking and monitoring obligations comprehensibly.
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 was elected new within the context of the annual general meeting of NEXUS AG on 23 May 2012. The new Supervisory Board convened in its meeting of 23 May 2012. All previous members of the Supervisory Board were reelected, so that the members are the same as previously. Accordingly, the current Supervisory Board members are Wolfgang Dörflinger, Matthias Gaebler, Erwin Hauser, Dr. Hans-Joachim König, Prof. Dr. Ulrich Krystek and Prof. Dr. Alexander Pocsay. Dr. Hans-Joachim König was also elected to Chairperson and Prof. Dr. Ulrich Krystek to Deputy Chairperson of the Supervisory Board on 23 May 2012.
The Supervisory Board convened four regular meetings in the business year 2012. In these, 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. Other focal topics are the organizational and market-conform orientation, further development of technology and marketing for the product range as well as the further internationalization of the company. The Supervisory Board also approved resolutions about and for increasing the authorized capital stock of NEXUS AG via partial use of authorized capital in connection with the acquisition of companies in circulation procedures and within the context of telephone conferences.
The Supervisory Board dealt in depth the topic of "Corporate Governance" in its session on 17 December 2012, 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. None of the Supervisory Board members was absent at more than half of the Supervisory Board meetings. The Auditing Committee created by the Supervisory Board met once in the business year 2012. The Employee Committee did not meet in the business year 2012. There were no staff measures to prepare or carry out in the Executive Board area. In addition to the Human Resources Committed and the Auditing Committee, other committees do not currently exist at NEXUS AG.
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 2012 were audited with inclusion of the accounting of KPMG AG, Auditing Firm, Stuttgart Branch. KPMG AG was appointed auditor of NEXUS AG as well as of the NEXUS Group at the annual general meeting on 23 May 2012 and consequently appointed to conduct this audit. 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; it checked them thoroughly and discussed them in detail in the meeting of the Auditing Committee and the Supervisory Board of 18 March 2013. The auditor also took part in the financial audit committee meeting and in the meeting on 18 March 2013 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 Audit Committee and its own audit, the Supervisory Board approved the result of the check of the audit with a resolution of 18 March 2013. No objections were raised following the fi nal result of the check by the fi nancial audit committee and the check by the Supervisory Board. The Supervisory Board assessed and approved the Annual Financial Statement and the Status Report drawn up by the Executive Board, the Group Financial Statement and Group Status Report as of 24 March 2013.
The Supervisory Board would like to thank the staff and the Executive Board of the company for their work and their high degree of personal dedication to the NEXUS AG and all associated companies. The Supervisory Board would also like to express its congratulations for another successful business year in 2012.
Villingen-Schwenningen, 24 March 2013
Dr. Hans-Joachim König Chairperson of the Supervisory Board
Dr. Hans-Joachim König, Chairperson of the Supervisory Board
NEXUS is a supplier of IT solutions for hospitals and specialist clinics. With the product groups
IT solutions for problems of customers in the healthcare area are adapted and specific processes are depicted as well as specific services provided. The software architecture is modular, open and service-oriented. The service orientation of the products makes it possible to integrate functionalities (services), especially into third-party products. In this way, regular customers and newly acquired companies can profit 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 tools to our customers in the healthcare system, with which they can digitalize, accelerate and improve the quality of their business processes. IT services round out the performance range.
The NEXUS Group is represented at the sites Villingen-Schwenningen, Aachen, Berlin, Böblingen, Erlangen, Frankfurt (Main), Hanover ,Ismaning, Jena, Ratingen, Singen (Hohentwiel), Trier, Vienna (A), Wallisellen (CH), Altishofen (CH), Baar (CH), Basel (CH), Kreuzlingen (CH), Lugano (CH) and Grenoble (F). NEXUS AG sets the decisive strategic orientation of the Group.
NEXUS sells mainly to customers in the public healthcare system domestically and abroad with focus on Germany, Switzerland, Austria and France. Consequently, it is strongly dependent on the developments of budgets and structural changes of the healthcare system in addition to the competitive situation. However, there is no direct dependence on business trends. In the long term, the crisis of public budgets in many European countries can result in reducing the growth expectations of NEXUS AG. There cannot be any prediction made with certainty concerning these developments at this time, because the general conditions can change very quickly, especially the development of government budgets. The developments in other regions are also subject to uncertainties. Due to the upheavals in the Arab world, the sales of NEXUS have declined considerably in this region, and it is not clear when the situation will return to normal.
However, "optimization in the healthcare system using modern information systems" remains a pivotal item on the priority list of the healthcare system in almost all countries.
Observing information technology trends and developments is extremely important for the strategy of NEXUS. We see clear changes of the technological environment in 2013, which are significant for our technology strategy:
Mobile Devices: There will already be more Internet accesses via smartphones than personal computers in 2013. According to Gartner, this share of the PC market will be lost to mobile terminals. A few IT departments will replace customary PCs with mobile terminals for some of their staff. This is especially to be expected in hospitals for very mobile staff (doctors and nurses). Already in 2015, Gartner expects that "media tablets" will reach approx. 50% of laptop deliveries and the operating system Windows will fall to third place behind Android and Apple. Expectations are that Microsoft will only have a market share of 60% for client installations (PCs, tablets and smartphones).In this environment, NEXUS is challenged to serve the various client types and platforms simultaneously and adapt applications to the new user behavior.
Web Apps versus Native Apps: The native apps currently still determining the market will be replaced by web apps in the long term according to many experts. The improved HTML5 possibilities are especially cited as an essential reason for this. Web apps in their modern form are able to outdo native apps in more complex and context-dependent tasks with respect to functionality and consequently compensate for the essential advantages of purely native apps. Given the substantially fewer development expenses for web apps compared to native apps and the considerably wider-ranged application possibilities, NEXUS is watching this development with a great deal of attention. This corresponds to the market trend, because the market volume for web app development platforms is estimated to be 2.6 billion US dollars in the year 2015 (zd net).
Enterprise App Stores: Many experts believe that enterprise app stores will increase substantially in the near future. IT departments are developing increasingly into marketplaces, which provide control and support for users who operate their specific applications (apps) in a marketplace. This is a vision that is to be considered realistic especially in the heterogeneous user environments of hospitals.
New Interface Design: The user interface customary for many years is currently changing. User Interfaces (UI) with window techniques, icons, menus and mouse pointers are being replaced by mobile-centric interfaces. Mouse operation and menu sequences are being enhanced increasingly by new navigation elements. The descriptive keywords for the new interfaces are "touch", "gesture", "voice", "video" and "search". The applications themselves are also changing. Focused and simple apps, which can be combined into a more complex solution, will set the tone in the future. Software suppliers have to implement other interface designs and display applications on various terminals optimally.
The Internet of Things: Almost everything is currently connected with the Internet, including cameras, microphones, enhanced reality applications, buildings and sensors. The Internet of things will result in new products, e.g., with online navigation information or use-based settlement of insurance policies or fees. A direct Internet connection will also play an increasingly significant role in medical software applications. Questions of data security and data protection are extremely important for us here.
Analytics of the Next Generation: Analytics are developing strongly into multidimensional analyses. On one hand, traditional offline analytics is being replaced by inline embedded analytics. On the other hand, the analysis of historical data, which explains what happened, is increasingly becoming an analysis of historical and real-time data from various sources, which simulates the future and is designed to predict it. In addition as another dimension, the analysis of structured and simple data is increasingly being replaced by evaluation of complex information and formats (text, video, etc.) from various sources to support joint decision-making processes. Analytics applications currently still concentrate on supporting decision- making and collaboration. In the next step, there will be more offers for simulation, forecasts and optimization.
Big Data: Big data is a synonym for the continually increasing data volumes, which are fed from very different sources and will grow dynamically further in the coming years. Data quantity, complexity of formats and delivery speed of data processing will put excessive demands on traditional data management in the future; intelligent solutions for storing, analyzing and controlling larger, distributed data quantities will become more and more a decisive competitive factor. An essential implication of Big Data is that users will no longer be able in the future to keep all meaningful information in one single data warehouse. Logical data warehouses combine information from different sources and will replace conventional models.
Cloud Computing: According to Gartner, takeovers valued at more than 25 billion US dollars are expected in the cloud computing segment over the next two years, because the services from the cloud are moving increasingly into the center of manufacturer offers. Applications packed by providers such as IBM, Microsoft and Oracle will become SaaS providers (SaaS=Software as a Service) and compete with purely SaaS service providers. Companies and hospitals increasingly analyze which tasks they want to shift to the cloud and in which segments they can set up private clouds. The simultaneously increasing development of PaaS offers (PaaS=Platform as a Service) is also interesting for NEXUS. While PaaS are becoming mass products based on open-source infrastructures, cloud-based shared service environments are being adapted to the requirements of individual industries in the area of industry-specific PaaS. You can already find examples for industry-specific PaaS on various platforms for exchanging health information.
In-Memory Computing: Flash memory chips are currently being used increasingly in end customer and entertainment devices was well as in embedded IT systems. As a result, a new layer has been created in the memory hierarchy of servers, which requires less space, creates less heat and enables increased performance. The large memory options are preparing the ground for new applications such as event-processing platforms, in-memory application servers and in-memory messaging. In-memory basic technology provides the possibility for software applications to improve transaction performance and accelerate data analyses, for example. The high degree of efficiency of in-memory computing could result in rapid spreading of this technology.
Integrated Systems: The market is undergoing radical changes away from loosely linked, heterogeneous strategies to more strongly integrated systems and ecosystems. The desire of customers for lower costs, simplicity and increased security is driving this change. The concept is interesting for manufacturers, because they can consequently have more control over the solution stack, achieve higher margins and offer a comprehensive solution stack in a controlled environment without having to offer any kind of hardware.
Outlook: We are in the middle of an intensive change of platforms, terminals and operation forms of software. As a result, all components of the current IT environment are changing. For NEXUS as a supplier of IT solutions in the healthcare sector, it is extremely important to judge the developments sketched above correctly and use development capacities efficiently.
Consolidation in the industry of suppliers for hospital information systems in Germany, Switzerland and Austria also continued over the past months. At the beginning of 2013, the Munich-based AURELIUS Group acquired Tieto Deutschland GmbH, Eschborn, and its associated activities in the Netherlands, Poland and India from Tieto Group with main office in Helsinki, Finland. Large market participants, e.g., Siemens and General Electric, USA, continue to pursue the strategy of growing in the industry of medical information systems.
From our viewpoint, there are still three competitors on the European market in addition to NEXUS, which are considered to have long-term potential.
The order successes of the past years and the clear positioning of NEXUS in the healthcare sector have increased familiarity with the company greatly. The expansion of sales and marketing activities to new business areas (geriatric care) and new regions (France) has been pursued consistently over the past year and resulted overall in increasing orders on hand.
The sales year 2012 was very successful for NEXUS AG. This applies especially to the core markets Germany and Switzerland. However, we were also able to record an initial, substantial number of orders received in France too. In the area of complete systems, 27 new hospitals and psychiatric institutions decided in favor of our NEXUS/ HIS. We had 54 new customers in the area of diagnostic systems. In quality management, 37 customers decided in favor of the NEXUS solution, and we had approx. 20 new customers in the area of senior citizen homes. A total of 12 new customers selected NEXUS in France.
The company divisions of NEXUS did not change in 2012. As previously, business is divided into independent divisions, which are responsible for their product and market activities within the context of Group planning. In addition to the separation into divisions, we also have regional grouping, which mainly refers to the countries Switzerland, Germany, Austria and France.
In 2012, the central offices of Controlling, Marketing and Development were expanded further within the Group. NEXUS AG as an economic unit is taking more of a holding function, because main functions are located there.
(including Executive Board)
A few essential changes were made to the investment structure in 2012:
With sales of EUR 62.3 million, NEXUS AG surpassed its previous year's sales of EUR 53.5 million by a considerable amount. The result before taxes increased from EUR 4.5 million in the previous year to EUR 5.8 million. The market position of NEXUS AG has improved further thanks to the new orders, especially in Germany, Switzerland and France.
The sales focus of NEXUS in 2012 remained in the Healthcare Software Division. Compared to the previous year, the division again increased sales by approx. EUR 7.0 million to EUR 56.9 million. The international share of business was 44.7% in 2012 (previous year: 45.1%) of total business volume. Our activities in foreign countries are an essential component of our business. We invest considerably into development and production for foreign markets as well as consider possible company acquisitions to simplify entry into markets. International business is especially concentrated on the Swiss, French and Austrian markets. Sales effects from exchange rate fluctuations compared to 31 December 2011 especially concerned Swiss francs. The average exchange rate of the Swiss franc EUR 1.21 in 2011 and EUR 1.23 in 2012. The effect on sales of the exchange rate changes amounts to KEUR 478 in 2012.
Business increased by approx. 17.3% in Germany and reached KEUR 34,456 following KEUR 29,385. Additional effects on sales in the amount of EUR 3.1 million were consolidated in the last quarter due to the initial consolidation of E+L GmbH, Erlangen, and ASS.TEC GmbH, Villingen-Schwenningen. The sales of NEXUS Group would have been correspondingly lower without the initial consolidation
The sales effect of the initially consolidated companies in 2012 amounted to KEUR 9,193 for Domis, KEUR 2,346 for Optim and KEUR 594 for Vega.
Our growth and revenue situation were steered based on the key figures in sales, personnel and EBIT in the short-term income statement of the Group subsidiaries.
The year 2012 was marked by developments of the new products "HIS" "Medication" and " Sterilization" as well as the development of "NEXUS New Generation". Substantial funds were invested further in the development of the radiology module (NEXUS / RIS) and the intensive care module (NEXUS / PDMS). The French accounting and patient management solutions are new in our development department.
The Group has mainly concluded leasing agreements for operation and business facilities (incl. the EDP hardware) and official vehicles. In addition, there are rental contracts and other contract obligations for business offices. The purpose of the contracts is the financing and procurement of assets necessary for business operations. Risks can be created by the conclusion of expensive follow-up contracts at higher costs after expiration of these contracts. Advantages, which resulted in decisions for carrying out or retaining these transactions, are found mainly in the low capital requirements for the company in procuring the required assets for business. In addition, there is no exploitation risk for the company thanks to the leasing financing and the possibility of short-term securing of the current state of technological development.
The NEXUS Group had consolidated sales of KEUR 62,340 in 2012 following KEUR 53,534 in 2011. This represents an increase in sales of KEUR 8,806 (+16.4%). The EBITDA 2012 was KEUR 11,854 following KEUR 10,762 in 2011 (+10.1%). As a result, NEXUS AG has improved the EBITDA for the 12th year in succession on an annual basis. Higher revenues are the main reason for the result improvement, especially in the product areas of NEXUS / CIS and NEXUS / CSO, NEXUS / DIS and NEXUS / DOMIS. The period result before taxes (EBT) for the year improved from KEUR 4,524 in the previous year to KEUR 5,823 (+28.7%). There were write-offs in the amount of KEUR 6,499 (previous year: KEUR 6,520). This mainly concerns scheduled write-offs on capitalized development costs, technologies and customer base. The two companies consolidated for the first time generated an EBT of KEUR 458 together.
The Group annual surplus also improved considerably from the previous year (KEUR 4,597) to KEUR 5,762 (+25.3%). Tax expenses were reduced due to additional capitalization of tax losses carried forward previously not carried in the books. These additional capitalizations were necessary due to the positive development of revenue in almost all companies in the NEXUS Group.
With respect to the segment results, a mixed picture resulted in 2012. The Healthcare Software Division developed further and achieved a result of KEUR 4,711 before taxes and interest (EBIT) following an EBIT of KEUR 3,142 in the previous year (+49.9%). In the Healthcare Service Division, investments in marketing and sales were made that affected the result negatively. As a result, the result before taxes and interest in 2012 declined from KEUR 965 in the previous year to KEUR 604 (-37.4%).
Goodwill and company values in the amount of KEUR 25,227 (previous year: KEUR 19,482) have maintained their value completely as of the balance sheet cut-off date according to our performed impairment tests. For the other intangible assets in the amount of KEUR 24,257 ( previous year: KEUR 18,545), which are composed mainly of our own capitalized developments as well as acquired technology and customer base, there were no indications of value reductions in 2012. Intangible assets including goodwill currently amount to KEUR 49,494 (previous year: KEUR 38,027) and thus represent 48.9% (previous year: 48.9%) of the balance sheet total.
Goodwill and company values increased compared to the previous year by KEUR 5,745 to KEUR 25,226 especially due to the companies acquired.
The equity capital of NEXUS Group was KEUR 68,113 on the cut-off date following KEUR 58,057 in the previous year, which corresponds to an equity capital rate of 67.3% (previous year: 71.0%). A dividend of 10 cents per share (EUR 1,428,431) was paid to stockholders in 2012.
NEXUS AG performed an increase in capitalization of 800,000 shares (+5.6%) on 6 November 2012. Thanks to the placement of new shares among investors, 7.1 million euros gross where achieved. The issue price was 8.90 euros. Capital stock increased thanks to the capital increase to EUR 15,105,150.
The received down payments remained at the high level of the previous year and amounted to KEUR 5,973 following KEUR 5,627 in the previous year. The main reason for this is attributable to customer down payments for software projects.
The amount of cash assets plus financial assets held in the short term as liquidity reserves increased by KEUR 962 and was KEUR 23,051 as of 31 December 2012 (previous year: KEUR 22,089). This corresponds to 22.8% (previous year: 27.0%) of the balance sheet total. Receivables developed mainly linearly to the course of business and amount to KEUR 19,144 on 31 December 2012 following KEUR 14,364 in the previous year (+33.3%).
The inflow and outflow of funds is shown in the cash flow statement. A cash flow from current business activities of KEUR 8,276 was generated in 2012 following KEUR 10,995 in the business year 2011 (-24.7%). The cash flow from investment activities was KEUR 12,990 as of the balance sheet date (previous year: KEUR 17,650). Investments in company acquisitions, investments in our development services and the granting of note loans are especially reflected in this. The cash flow from financing activities results from the sale and purchase of our own shares.
NEXUS has an attractive product program, a good market position in its core markets and stable customer relationships. Further growth can be financed though self-financing.
Save time: The new NEXUS / RIS saves a great deal of time thanks to pre-confi gurable diagnoses and working methods adapted to personal working methods.
The Healthcare Software Division provides software products, which we created, on national and international markets for institutions in the healthcare sector. This division achieved ( external) sales of KEUR 56,921 in 2012 following KEUR 49,492 in the previous year. This represents an increase of 15.0%. Growth in this division is especially thanks to the good development of orders in the area of hospital information systems (NEXUS / HIS) and initial consolidation of E+L GmbH for one quarter.
The Healthcare Service Division provides IT services for institutions in the healthcare system in Germany. This division achieved (external) sales of KEUR 5,419 in 2012 following KEUR 4,042 in 2011 (+34.1%). Growth in this division is especially due to initial consolidation of ASS.TEC GmbH for one quarter.
The development of personnel is especially significant in the market of hospital information systems. 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 efficient management of human resources. The number of employees and their structure at NEXUS has again increased due to new hiring and company acquisitions. While there were 482 employees in the previous year on the cut-off date of 31 December 2012, there are now 566 people employed in the NEXUS Group including the Executive Board.
Five changes were implemented in the participation structure in 2012: 1. NEXUS AG acquired the remaining 10 shares of Flexreport GmbH, Baar (CH) cash at a nominal value of CHEF 1.000 and a price of KEUR 247 in bar on 13 April 2012 and now owns 100% of the stocks. The existing performance clause was superseded due to the acquisition.
NEXUS AG superseded the put-call option agreement for 18.5% of the shares of Domis Consulting AG, Altishofen (Switzerland), on 6 November 2012 via purchase of a purchase price of an estimated KEUR 1,649 dependent on success. The put-call option agreements for the outstanding 19.5% of the shares remain in force unchanged.
NEXUS AG purchased 100 % of the shares of ASS.TEC Beratungsgesellschaft für Anwendungen, Systeme, Strategien und Technologien mbH, Villingen-Schwenningen, for a purchase price of an estimated KEUR 1,420 dependent on success.
NEXUS AG purchased 95% interest in E&L medical systems GmbH, Erlangen, on 17 October 2011 for a purchase price of an estimated KEUR 6,821 dependent on success. In addition, a put-call option agreement was concluded for the outstanding 5% of the shares, which foresees a reciprocal option for sale/purchase of these shares in 2015 at a success-dependent purchase price.
NEXUS AG purchased the product "Zytofix" from amedes Medizinische Dienstleistungen GmbH, Göttingen, at a price of KEUR 100 on 1 November 2012 offset against future software licenses. NEXUS is taking over sales, service and further development of the special application software for cytology laboratories.
Development costs newly capitalized in 2012 decreased by 3.9% to KEUR 4,300 (previous ear: KEUR 4,475). The developments capitalized in 2012 contain services that were provided in connection with "NEXUS New Generation", new modules of the products NEXUS / HIS, the hospital information system for somatic hospitals, NEXUS / HOSPIS, the international accounting system of the NEXUS Group, NEXUS / PSYCHIATRY, the overall system for psychiatry, NEXUS / PDMS, the patient data management system for intensive care medicine, NEXUS / RIS, the integrated radiology Information system and PACS (Picture Archiving System), NEXUS / GYNECOLOGY, the system for obstetrics and gynecology solutions, NEXUS / SPM, the system for central sterilization processes, CWD, the system for medical diagnostics, and MBS, the system for mobile business solutions. In addition, investments were made in the products NEXUS / HOME, the information system for senior citizen and nursing homes as well as NEXUS / FINANCE, the ERP system for hospitals. The focal points of investment in 2012 were especially in the areas NEXUS / HIS, NEXUS / HOSPIS, NEXUS / PDMS, and the new radiology information system (NEXUS / RIS).
Development investments, which can be capitalized, of a total amount of approx. KEUR 4,000 are planned for the business year 2012. The Group does not conduct any research. A total of 173 people were employed in the development sector in the fiscal year (previous year: 142).
A total of KEUR 12,643 (previous year: EUR 11,373) were spent for development. Of the sales in 2012, KEUR 10,723 (previous year: KEUR 10,490) are thanks to license revenue.
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 15,105,150.00 is composed of the following: Common stocks: 15.105,150 shares at the accounting par value of EUR 1.00 each. Refer to the German Stock Corporation Law (subsection 8 ff AktG) for information about the rights and obligations with respect to the individual share certificates.
There are no restrictions affecting voting rights or transfer of stocks that we are aware of.
The following communicated direct and indirect shares in capital exceed 10 of one-hundred of the voting rights insofar as is known:
There are no stockholders with special rights that grant control rights.
There is no separation between voting right and stock for the employees with capital shares. Employees can exercise control rights directly.
More far-reaching bylaws for naming or dismissing Executive Board members do not exist other than the legally applicable ones. In addition, there are no essential bylaw provisions, which deviate from legal regulations and flexible regulations.
The company is empowered to purchase its own stocks up to 1,380,520 individual share certificates in a calculated nominal value of EUR 1.00 each. This empowerment is valid until 31 May 2015. The purchase is made according to the choice of the Executive Board via the securities market or via a public purchase offer directed to all stockholders. More than 10% of the capital stock may not be allotted of these shares purchased at any time after the empowerment, which are owned by the company or which are to be attributed to it according to subsection 71 a ff. of the German Stock Corporation Law (AktG). The company may not use this empowerment 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
If stocks are purchased directly via the securities market, the paid equivalent value per share (excluding incidental purchase costs) may not exceed the average price of the closing rates in XETRA trade (or a comparable follow-up system) at the Frankfurt/Main Securities Market for the stocks of the company during the last five stock market days before purchase of the stocks by more than 10% nor may they be more than 10% below these prices. If stocks are purchased directly via a public purchase offer (or public call to submit an offer) to all stockholders, the offered purchase price or the limit values of the offered purchase price rate per share (excluding incidental purchase costs) may not exceed the average price of the closing rates in XETRA trade (or a comparable follow-up system) at the Frankfurt/Main Securities Market for the stocks of the company during the last five stock market days before publication of the purchase offer by more than 10% nor may they be more than 10% below these prices.
The Executive Board is empowered to call in its own stocks purchased based on the granted empowerment with approval of the Supervisory Board and without a further resolution of the general stockholders' meeting. It is also empowered to offer the stocks purchased based on the granted empowerment with approval of the Supervisory Board to a third party within the context of company mergers or at purchase of companies or participating shares in companies. The subscription rights of stockholders to their own stocks are insofar excluded.
NEXUS AG started a stock buyback program in 2011. A total of 37,788 shares were purchased valued at an average rate of KEUR 7.35 as of 31 December 2012.
Focused: NEXUS solutions are focused on medical and treatment workfl ows. As a result, there is more time for treating patients, and administration work is simplifi ed.
The Executive Board is empowered to increase the capital stock of the company in the period until 30 April 2017 with approval of the Supervisory Board one time or several times up to a total of EUR 7,152,575.00 via issue of new no-par bearer stocks (individual share certificates) against cash and/or capital subscribed in kind (authorized capital). The new shares can also be issued to employees of the company or an affiliated company. 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 issue of new stocks to employees of the company or an affiliated company
c) For issue of new stocks against capital subscribed in kind for purchase of companies, company parts or shares in companies,
c) zur Ausgabe neuer Aktien gegen Sacheinlage zum Erwerb von Unternehmen,
Unternehmensteilen oder Beteiligungen an Unternehmen,
d) At issue of new stocks against cash investment, if the issue amount of the new shares does not fall substantially short of the already the listed price of shares already listed on the securities markets of the same class and same investment at the time of final determination of the issue amount by the Executive Board in the sense of Subsection 203 para. 1 and 2, 186 para. 3 sentence 4 of the German Stock Corporation Law (AktG) and the proportional amount of the capital stock for the new shares does not exceed 10% of the capital stock existing (EUR 14,305,150.00) at the time of entering this empowerment in the commercial register and – cumulatively – 10% of the new stocks existing at the time of the issue, for which the subscription right was excluded. The proportional share of capital stock is to be deducted at the highest limit of 10% of capital stock, which applies to the new or repurchased shares, which were issued or sold since entry of this empowerment in the commercial register with simplified purchase right exclusion pursuant or corresponding to Section 186 para. 3 sentence 4 of the German Stock Corporation Law (AktG) as well as the proportional share of capital stock, which refers to the option and/or conversion rights from option and/or convertible bonds and/or conversion requirements, which were issued or sold since entry of this empowerment in the commercial register pursuant to Section 186 para. 3 sentence 4 of the German Stock Corporation Law (AktG). The empowerment still amounts to EUR 6,352,575.00 (previous year: EUR 6,488,600.00) following partial depletion due to an increase of cash capital in the amount of KEUR 800 in November 2011.
The capital stock of the company was increased conditionally by EUR 1,400,000.00 via issue of up to 1,400,000 registered share certificates with an accounting par value of EUR 1.00 each (Conditional Capital 2012). The conditional capital serves for securing purchase rights from stock options, which were granted based on the empowerment of the annual general meeting of NEXUS AG on 23 May 2012. The conditional capital increase will only be carried out insofar as stock options are issued and the owners of these stock options use their subscription rights and the company offers its own stocks not in fulfillment of subscription rights.
There are no essential agreements of the company, which are subject to a control change due to a takeover offer.
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.
The declaration about company management as well as compliance statement according to Section 161 of the German Stock Corporation Law (AktG) have been published at the company website at www.nexus-ag.de – Investor Relations – Corporate Governance.
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 a bonus. The annually recurring components are oriented to the EBIT of the NEXUS Group and fulfillment of targeted values. The component with long-term incentive effect is linked to the development of the stock price of NEXUS AG. The following persons were on the Executive Board as of 31 December 2012:
The total salaries are as follows:
| 2012 | 2011 | |
|---|---|---|
| KEUR | KEUR | |
| Salary Components | ||
| Success-independent components | 613 | 569 |
| a) Services due in the short term | 588 | 538 |
| b) Benefits after termination of employment | 25 | 31 |
| Success-dependent components without long-term incentive effect | 350 | 382 |
| Components with long-term incentive effect at current market value-stock-based |
0 | 53 |
| Total | 963 | 1,004 |
Based on the resolution of the general stockholders meeting of 23 May 2012, no individualized information about the salaries of Executive Board members is provided in line with Section 286 para. 5 of the German Commercial Code (HGB) for the business years 2012 until 2016.
There are no promises concerning compensation to Executive Board members in the case of leaving the board prematurely. No more stock options were issued to the Executive Board members on the balance sheet cut-off date. Stock-based compensation was agreed upon with the Executive Board members in December 2011. It is composed of 100,000 virtual stock options, which will become due in 2015 are based on the development of stock prices between 2012 and 2014. The adjusted current value at granting was KEUR 53 in 2011. KEUR 40 were added corresponding to the vesting period in 2012.
A loan in the amount of KEUR 250 was granted to an Executive Board member in 2008, which was paid back in regular installments. The final installment of KEUR 52 was repaid in the reporting year. The interest rate for the granted loan was 4% p.a. There were no loans to members of Executive Board as of 31 December 2012.
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 r emunerations 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 15,000 and EUR 11,000 for the other Supervisory Board members. In addition, result-dependent variable compensation is granted, which is maximum EUR 15,000 for the Supervisory Board chairperson and maximum EUR 5,000 for the other Supervisory Board members. The chairpersons in other committees are granted additional EUR 1,000.
The following persons are members of the Supervisory Board:
The overall remuneration of the Supervisory Board amounted to KEUR 112 (previous year: KEUR 112).
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 NEXUS AG and invoice them in line with customary market conditions. In 2012, the expenses for such service fees amounted to KEUR 100 (previous year: KEUR 102).
In addition, the Group maintains a pecuniary loss insurance policy for its executive body members (i.e., a directors and officers liability insurance policy).
Focused: NEXUS solutions are focused on specifi c processes. For example, NEXUS / SPM provides gapless documentation of sterile goods in CSSD.
NEXUS AG has implemented an appropriate internal monitoring system as well as controlling instruments and risk management. In addition to intensive cost and result management, which is monitored within the framework of management supervisory board meetings at regular intervals, there is a risk management manual. The following risk fields are monitored correspondingly by a management team:
Reporting, documentation and development of measures are regulated in the risk manual of NEXUS AG. The Executive Board checks its implementation at regular intervals. One risk report was submitted to the Executive Board from the offices responsible for it in 2012, and the Executive Board evaluated it. The Executive Board monitors risks due to the use of financial instruments centrally.
Implementation problems, especially technical ones, could result in penalties or undoing in the existing large projects, which could affect revenues and the market reputation negatively. Non-payment in large projects due to temporary shortage of liquid funds or customer refusal to pay can result in liquidity problems for the company, especially when substantial advance performances are provided in large projects. This risk is reduced to the greatest extent possible by the agreement to provide down payments. Non-payment risks or risks that a contractual partner cannot fulfill his payment obligations are controlled actively within the framework of debt management (e.g., credit checks). Non-payment risk concentrations are created temporarily in the Group within large projects. The maximum risk amount is derived from the book value of the capitalized receivables and – if applicable – from damage claims or liability claims. Risks from fluctuations of payment flows do not exist at this time due to the existing liquidity reserves and the increasingly smooth payment flows.
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 for further capital increases.
Risks also exist during the scheduling and budgeting of developments, which can cause substantial effects on marketing and cost positions if scheduling and budgeting deviate from original plans.
The development of NEXUS AG is strongly dependent on the knowledge and Group-wide willingness to perform of its staff. There is a risk in principle to lose competent employees due to fluctuation and consequently lose market advantages. If a larger number of core know-how staff members leave the company, this could result in substantial difficulties in operational business dealings, at least in the short term. In addition, the labor market has experienced a lack of specialists for years. The development of our staff is an important component for farsighted and reliable ensuring our staff resources.
Significant legal risks are not known at this time.
Increased attention is being paid to the development of business at subsidiaries. They report their results monthly to the Executive Board. The Executive Board is directly involved in decisive decisions. For the control and monitoring, the subsidiaries are currently combined in six business units according to products and markets, and they are in turn allocated to the two segments Healthcare Software and Healthcare Services.
The internal monitoring and risk management system has the objective with respect to the accounting process to ensure the appropriateness and effectiveness of accounting and financial reporting Group-wide. On-going accounting of domestic subsidiaries is managed decentrally, while the customary year-end reports are mainly are mainly composed centrally. Foreign companies draw up local year-end reports, which are checked based on legal regulations or importance voluntarily. The Group year-end report as well as the required adaptations of individual domestic and foreign year-end reports to the International Financial Reporting Standards, as they are to be applied in the EU as mandatory, are done centrally in Villingen-Schwenningen. The process of composing the year-end report is monitored centrally by the head of Finances as well as by the Executive Board of NEXUS AG. The one-on-one (four eyes) principle is maintained on principle.
Purchasing is essential order-related and arranged after discussing and agreeing on this with the project manager responsible. Payments are approved by the Executive Board at NEXUS AG and by the respective managing director at the subsidiaries.
The salary and wage settlement process is done mostly centrally in Villingen-Schwenningen for domestic companies and monitored by independent offices.
An Oracle database is used for recording performance of the development department. Steering is via quarterly planning.
NEXUS Group uses ERP software (Enterprise Resource Planning), with which information is made available for workflow process and internal controls as well as for the purposes of reporting. In addition, there is regular communication between the finance departments of the decentral subsidiaries and the central Group finance department.
Controlling the internal monitoring and risk management system is the responsibility of auditing committee of the Supervisory Board.
The company has capitalized intangible assets to a substantial extent in the form of concessions / patents (KEUR 1,247), goodwill (KEUR 25,227), technology and customer base (KEUR 9,306) as well as development costs (KEUR 12,137 ).
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.
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, it could become necessary to reduce the capitalized deferred taxes completely or partially. NEXUS has securities, which are subject to interest and price risks and are consequently watched very closely. Investment options are also considered in this respect. Rate and financial loss risks continue to exist for fixed interest securities due to the volatile markets, which are observed and valuated.
The Group has substantial liquid funds in Swiss francs, which are subject to exchange rate risks. Exchange rate risks are also created especially by sales made in Switzerland (Swiss francs) and the resultant receivables, which are subject to exchange rate fluctuations until payment. Payments received in Swiss francs are offset to a great extent by payouts out in Swiss francs, so that the currency risk is reduced here overall. A hedging relation did not exist on the balance sheet cut-off date.
Risks from fluctuations of payment flows do not exist due to the liquidity reserves and the increasingly smooth payment flows.
Consolidation in the industry of suppliers for hospital information systems in Germany, Switzerland and Austria also continued in 2012. Among others, NEXUS AG has acquired a market participant with the purchase of E&L GmbH. Another acquisition was completed in the first weeks of 2013. Tieto Deutschland GmbH was purchased by the affiliated company Aurelius AG in this case From our viewpoint, there are still three competitors on the European market in addition to NEXUS, which are considered to have long-term potential.
However, if other companies are able to establish their products as standards in spite of the segmented market, the strategy of NEXUS Group as a supplier to small- and medium-sized companies as well as 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 complete economic environment continues to present a risk. Especially the financial crisis resulted in cuts in many European public budgets, which also affect financing public budgets. Further budget cuts are to be expected for the healthcare system and especially for hospitals.
On the other hand, the latest Gartner forecasts show that company software will have the highest growth within global IT expenditures in 2013. According to Gartner, expenditures for company software will increase by 6.4 percent to 296 billion US dollars in 2013. The growth rate was approx. 4.5% in 2012. Gartner even expects sales of 316 billion US dollars by 2014. This corresponds to an average annual growth rate of six percent over the next five years.
Even if the figures do not provide direct information about the willingness to invest of institutions in the healthcare sector, NEXUS Group assumes that the target group of somatic and psychiatric hospitals, medical care centers, rehabilitation, senior citizen and nursing homes will also continue to participate in the trend to increasing investments in business software. This provides considerable chances for NEXUS to achieve above-average growth. Our current technology and market position opens up the possibility for us to acquire new customers and improve our margin. Our customer base till now is an excellent reference for this. Our technology strategy and our separation between a hospital and a diagnostic system are receiving increasing attention on the market. As supplier of quality software, NEXUS has earned a very good reputation on the market and is considered a stable, growing company. Over the past years, this applied especially to the German market, in which the NEXUS Group was able to win important orders with the new product NEXUS / HIS and consequently replace other established competitors.
Our goal remains to stay or become the market leader for defined customer groups and regions and to cover the range of applications of medical informatics as comprehensively as possible. Our Group planning shows that we consider additional improvements of results and continued sales growth as achievable. This includes investments in the internationalization of our products and the enhancement of our product range. These investments can also be supported by acquisition of shareholdings when deemed necessary.
An important factor for the further economic development of NEXUS AG and its subsidiaries is the capability to increase maintenance and service revenues further in addition to expanding the installed software base. As a prerequisite to this, expiring maintenance and service contracts have to be renewed in a sufficient scope. Revenue quality can improve further with increased share of maintenance contracts and revenues from partner transactions.
We set ourselves the goal in 2012 of taking advantage of our chances for expanding our market position in existing business areas and entering additional business fields and markets at the same time. We were able to achieve these goals completely.
We achieved substantial sales increases with further growth of incoming orders in our important product series NEXUS / HIS and NEXUS / DIS. We were able to improve our market position in the German HIS market considerably and are the market leader in many diagnostic systems in the meantime. Our success is thanks to our very convincing range of products. Ease of use, fast, time-saving applications and the clear focus of our software on hospital processes: we have been able to win out in many areas with these development targets.
At the same time, we were able to refine our product portfolio and penetrate new markets further thanks to new developments and company acquisitions. We cover all hospital and administrative processes in hospitals completely and are also in a very good position in the special processes of hospitals with our product series for diagnostic wards/departments (NEXUS / DIS).
With this starting point and given the stable overall situation of our company, we expect that we will have further increasing, positive Group results and additional increases in sales.
However, NEXUS is changing rapidly. In addition to the challenges of organic growth of the past years, more tasks are increasingly required due to the building up of new business areas and the integration of new companies. In this intensive growth phase, the NEXUS team is facing the challenge of ensuring an integrated product portfolio and a well-coordinated installation and support process. Achieving the "digital hospital" from one source and depicting special process using standard software components is the guideline of these integration tasks.
It will be a question of expanding our good position without neglecting existing market and customer segments. Good customer service, intensive support of regular customers and being continually in close contact with customers are the essential success factors, to which we have to dedicate ourselves intensively. Our success until now has been based on this, and we have to continue to act in this way and improve continually. In addition, it is a matter of penetrating new markets and expanding our new business areas.
There is still substantial growth potential for medical software of a well-positioned company with strong products such as NEXUS. For this reason, we are going to invest considerably in product development in 2013 and probably in the following years too.
We are keeping our options open with respect to purchase of additional ownership interests in 2013. Of course, this applies especially to simplified access to markets, which we can obtain thanks to acquisitions. We are searching actively for these chances and are able to react quickly to opportunities thanks to our capital and cash reserves.
We are optimistic that we can achieve further growth of sales and revenue in 2013. However, we can see at the same time that investments might be reduced in the healthcare system in many countries due to economic uncertainties. At the same time, we also need to aware of the fact that the competitive situation can change. Many companies working in medical technology and other software industries are very interested in our market, and we have to ensure that we can d istinguish ourselves from these providers with respect to quality and development speed in the long term. The future development of exchange rates, especially the Swiss franc, also has to be evaluated as an additional risk.
NEXUS has established itself nationally and internationally as a significant competitor on the market of hospital information systems over the past years. We have worked to achieve a promising competitive position and are positioned excellently with a wide-ranged product portfolio and a large customer base. Strong growth connected with building up new business fields and the integration of newly acquired companies also presents us with considerable organizational challenges. It is important in this phase to maintain a concentrated view of our customers and the market. It is a question of managing our substantially larger organization, so that successful products and satisfied customers remain our yardstick for success. We will be able to continue combining growth and stability with this objective.
The NEXUS team is highly motivated to continue our success story employing an agile business policy. We want to become the most important European provider of innovative software solutions in the healthcare system via stable growth. The NEXUS team has dedicated itself to this goal, and we are going to work intensively on achieving it.
NEXUS AG 100% purchase CoM.MeD GmbH, Barleben, for a price of KEUR 100 on 1 January 2013. CoM.MeD GmbH develops and markets solutions for administration, patient management and accounting in rehabilitation institutions in Germany and Austria. Together with existing medical, treatment and therapy solutions, NEXUS is now a complete supplier in rehabilitation incl. all accounting procedures (DRG) for neuro-rehabilitation.
NEXUS AG
Villingen-Schwenningen, 18 March 2013
The Executive Board
Dr. Ingo Behrendt Ralf Heilig Edgar Kuner
Fast: NEXUS software enables reaching results with just one click. A lot of time can be saved especially in automatic writing of diagnoses.
| Assets | 31.12.2012 | adapted** 31.12.2011 |
31.12.2011 | |
|---|---|---|---|---|
| Apendix | KEUR | KEUR | KEUR | |
| Long-Term Assets | ||||
| Goodwill** | 4 | 25,227 | 19,482 | 18,433 |
| Other intangible assets** | 4 | 24,267 | 18,545 | 18,231 |
| Fixed assets | 5 | 1,925 | 1,762 | 1,762 |
| Shares in companies valuated at equity | 6 | 43 | 90 | 90 |
| Credited deferred taxes | 8/25 | 4,174 | 3,033 | 3,033 |
| Other financial assets | 10 | 131 | 74 | 74 |
| Total of Lont-Term Assets** | 55,767 | 42,986 | 41,623 | |
| Short-Term Assets | ||||
| Inventories | 7 | 414 | 135 | 135 |
| Trade receivables and other receivables | 9/35 | 19,144 | 14,364 | 14,364 |
| Receivables from tax on profits | 509 | 52 | 52 | |
| Other non-financial assets | 11 | 1,153 | 903 | 903 |
| Other financial assets | 10 | 1,129 | 1,254 | 1,254 |
| Short-termed financial assets | 10 | 10,145 | 10,056 | 10,056 |
| Cash and balance in bank | 12,906 | 12,033 | 12,033 | |
| Total of Short-Term Assets | 45,400 | 38,797 | 38,797 | |
| Total Assets** | 101,167 | 81,783 | 80,420 |
| Liabilities and Equity | 31.12.2012 | adapted** 31.12.2011 |
31.12.2011 | |
|---|---|---|---|---|
| Apendix | KEUR | KEUR | KEUR | |
| Capital and Accruals | 12 | |||
| Subscribed capital | 15,105 | 14,305 | 14,305 | |
| Capital reserves | 25,757 | 19,553 | 19,553 | |
| Profit carried forward | 22,398 | 19,155 | 19,155 | |
| Consolidated surplus** | 6,128 | 4,672 | 4,770 | |
| Other cumulated Group result | -861 | 134 | 134 | |
| Own shares | -296 | -46 | -46 | |
| Equity Capital Attributable to Stockholders of the Parent Company** |
68,231 | 57,773 | 57,871 | |
| Shares of non-controlling partners | -118 | 284 | 284 | |
| Total Equity** | 68,113 | 58,057 | 58,155 | |
| Long-Term Debts | ||||
| Pension obligations | 13 | 2,597 | 1,884 | 1,884 |
| Debited deferred taxes** | 8/25 | 3,840 | 1,463 | 1,425 |
| Other financial debts | 15 | 5,030 | 1,707 | 1,707 |
| Total of Long-Term Debts** | 11,467 | 5,054 | 5,016 | |
| Short-Term Debts | ||||
| Accruals | 14 | 1,315 | 1,380 | 1,380 |
| Financial liabilities | 15 | 385 | 88 | 88 |
| Trade accounts payable | 15/35 | 4,079 | 3,444 | 3,444 |
| Liabilities from tax on profit | 15 | 513 | 172 | 172 |
| Deferred revenue liability | 15 | 3,569 | 2,188 | 2,188 |
| Other non-financial debts | 15 | 8,132 | 7,107 | 7,107 |
| Other financial debts** | 15 | 3,594 | 4,293 | 2,870 |
| Total of Short-Term Debts** | 21,587 | 18,672 | 17,249 | |
| Total Assets** | 101,167 | 81,783 | 80,420 |
| Appendix | 31.12.2012 | adapted** 31.12.2011 |
31.12.2011 | |
|---|---|---|---|---|
| KEUR | KEUR | KEUR | ||
| Revenue | 17 | 62,340 | 53,534 | 53,534 |
| Development work capitalized | 4,300 | 4,464 | 4,464 | |
| Other operating income | 18 | 2,181 | 2,210 | 2,210 |
| Cost of materials including purchased services | 19 | 11,644 | 9,737 | 9,737 |
| Personnel costs | 20 | 34,566 | 30,126 | 30,126 |
| Depreciation** | 6,499 | 6,520 | 6,408 | |
| Other operating expenses | 21 | 10,710 | 9,718 | 9,718 |
| Operating Result | 5,402 | 4,107 | 4,219 | |
| Result from investments valuated at equity | 22 | -47 | 135 | 135 |
| Finance Income | 23 | 481 | 403 | 403 |
| Finance Expenses | 24 | 13 | 121 | 121 |
| Result before tax on profit | 5,823 | 4,524 | 4,636 | |
| Taxes on profit** | 25 | 61 | -73 | -59 |
| Consolidated result | 5,762 | 4,597 | 4,695 | |
| consolidated result attributable to: | ||||
| – Stockholders of NEXUS AG | 6,128 | 4,672 | 4,770 | |
| – Shares of non-controlling partners | -366 | -75 | -75 | |
| Consolidated surplus per share | ||||
| Weighted average of issued shares in circulation (in thousands) | 14,406 | 14,208 | 14,208 | |
| – Simple | 26 | 0,43 | 0,33 | 0,34 |
| – Diluted | 26 | 0,43 | 0,33 | 0,34 |
| adapted** | |||||
|---|---|---|---|---|---|
| Appendix | 2012 | 2011 | 2011 | ||
| KEUR | KEUR | KEUR | |||
| Consolidated result | 5,762 | 4,597 | 4,695 | ||
| Actuarial profits and losses | 13 | -762 | -561 | -485 | |
| Differences from the conversion of foreign currency | -116 | 276 | 276 | ||
| Market value changes from assets available for sale | 33 | 0 | 15 | 10 | |
| Change in fair value of debts of purchasing price | -310 | 0 | 0 | ||
| Deferred tax captured in the other result | 8 | 157 | 71 | 0 | |
| Other over all result | -1,031 | -199 | -199 | ||
| Over all result of the period | 4,731 | 4,398 | 4,496 | ||
| Of the period result, attributed to: | |||||
| – Stockholders of NEXUS AG | 5,133 | 4,530 | 4,628 | ||
| – Shares of non-controlling partners | -402 | -132 | -132 | ||
| adapted** 2011 |
2011 | |||
|---|---|---|---|---|
| Appendix | 2012 KEUR |
KEUR | KEUR | |
| 1. Cash Flow from Current Business Transactions | 28 | |||
| Group annual result before tax on income | 5,823 | 4,524 | 4,636 | |
| Depreciation and amortization of intangible assets and plant, equipment and other fixed assets |
4/5 | 6,499 | 6,520 | 6,408 |
| Other expenses/income with no impact on cash | 333 | -345 | -345 | |
| Increase in inventories | 7 | -214 | 123 | 123 |
| Profit/loss from loss of assets | 737 | -6 | -6 | |
| Increase/decrease in trade receivables and other assets that cannot be allocated to investing or financing activities |
-4,017 | -774 | -774 | |
| Increases and decreases of accruals insofar as not entered in other results |
13/14 | -198 | -284 | -284 |
| Increase/decrease in trade receivables and other liabilities that cannot be allocated to investing or financing activities |
-17 | 866 | 866 | |
| Paid interest | -94 | -66 | -66 | |
| Received interest | 412 | 425 | 425 | |
| taxes received | -988 | -12 | -12 | |
| 8,276 | 10,995 | 10,995 | ||
| 2. Cash Flow from Investment Activities | 29 | |||
| Cash paid for investments in intangible and fixed assets | 4/5 | -5,526 | -5,943 | -5,943 |
| Cash received from disposal of Intangible Assets and fixed assets | 235 | 35 | 35 | |
| Purchase of companies after deduction of acquired payment means |
3 | -7,699 | -3,742 | -3,742 |
| Cash received disposal of securities | 33 | 0 | -8,000 | -8,000 |
| -12,990 | -17,650 | -17,650 | ||
| 3. Cash Flow from Financing Activities | 30 | |||
| Purchase of own share | 12 | -250 | -20 | -20 |
| Disposition of own shares | 12 | 8 | 4 | 4 |
| Capital increase through emission of new shares | 6,996 | 0 | 0 | |
| Auszahlung Dividende | -1,428 | 0 | 0 | |
| 5,326 | -16 | -16 | ||
| 4. Amount of cash and cash equivalents at end of period | 31 | |||
| Cash relevant changes in cash and cash equivalents (sum of 1 + 2 + 3) |
612 | -6,671 | -6,671 | |
| Change in currency conversion adjustment | -36 | 41 | 41 | |
| Cash and cash equivalents at beginning of fiscal year | 11,945 | 18,575 | 18,575 | |
| 12,521 | 11,945 | 11,945 | ||
| 5. Composition of cash and cash equivalents | ||||
| Cash on hand | 12,906 | 12,033 | 12,033 | |
| Bank liabilities due on demand | -385 | -88 | -88 | |
| 12,521 | 11,945 | 11,945 |
* Simple: NEXUS solutions are easy to operate! For example, the mobile solutions from NEXUS.
| Subsribed Capital |
Capital Reserves |
Others Revenue Reserves |
Equity Capital Difference from debt of pur chasing price |
Equity Capital Difference from Currency Conversion |
|
|---|---|---|---|---|---|
| KEUR | KEUR | KEUR | KEUR | KEUR | |
| Consolidated Equity as of 01 January 2011 |
14,171 | 18,778 | 916 | 0 | -10 |
| Transfer of consolidated surplus 2010 to consolidate loss carry-forward |
|||||
| Actuarial profits and losses | |||||
| Differences from the conversion of foreign currency |
276 | ||||
| Market value changes from assets available for sale |
10 | ||||
| Other Overall Result 2011 | 0 | 0 | 276 | 0 | 10 |
| Consolidated surplus 2011 | |||||
| Overall Result of the Period | 0 | 0 | 276 | 0 | 10 |
| Capital increase against fixed assets | 134 | 771 | |||
| Cash out of minority stakes | |||||
| Addition of minority stakes | |||||
| Purchase and sale of treasury stocks | 4 | ||||
| Colsolidated Equity as of 31 December 2011 |
14,305 | 19,553 | 1,192 | 0 | 0 |
| Repercussive adaption to previous year – Adjustment due to IAS 8.41 ff. |
|||||
| Colsolidated Equity as of 31 December 2011 (after adjustment) |
14,305 | 19,553 | 1,192 | 0 | 0 |
| Posting of consolidated surplus 2011 in the Group loss carried forward |
|||||
| Actuarial profits and losses | |||||
| Differences from the conversion of foreign currency |
-116 | ||||
| Change in fair value of debts of purchasing price |
-310 | ||||
| Other Overall Result 2012 | 0 | 0 | -116 | 0 | -310 |
| Consolidated surplus 2012 | |||||
| Overall Result of the Period | 0 | 0 | -116 | 0 | -310 |
| Increase in authorized capital | |||||
| Dibursement | |||||
| Capital increase against cash deposit | 800 | 6.196 | |||
| Purchase and sale of treasury stocks | 8 | ||||
| consolidated equity as of 31 December 2012 |
15,105 | 25,757 | 1,076 | 0 | -310 |
| Pension Provisions |
Profit Carried Forward |
Lidated Surplus |
Own Shares |
Equity Capital Attributable to Stockholders of the Parent Company |
Shares of Non-controlling Partners |
Total Amount Equity |
Approved Capital |
|---|---|---|---|---|---|---|---|
| KEUR | KEUR | KEUR | KEUR | KEUR | KEUR | KEUR | KEUR |
| -630 | 15,816 | 3,447 | -26 | 52,462 | 334 | 52,796 | 6,622 |
| 3.447 | -3.447 | 0 | 0 | ||||
| -428 | -428 | -57 | -485 | – | |||
| 276 | 276 | ||||||
| 10 | 10 | ||||||
| -428 | -142 | -57 | -199 | ||||
| 4,770 | 4,770 | -75 | 4,695 | ||||
| -428 | 4,770 | 0 | 4,628 | -132 | 4,496 | ||
| 905 | 905 | -134 | |||||
| -104 | -104 | 4 | -100 | ||||
| 0 | 78 | 78 | |||||
| -4 | -20 | -20 | -20 | ||||
| -1,058 | 19,155 | 4,770 | -46 | 57,871 | 284 | 58,155 | 6,488 |
| -98 | -98 | -98 | |||||
| -1,058 | 19,155 | 4,672 | -46 | 57,773 | 284 | 58,057 | 6,488 |
| 4.672 | -4.672 | 0 | 0 | ||||
| -569 | -569 | -36 | -605 | ||||
| -116 | -116 | ||||||
| -310 | -310 | ||||||
| -569 | -995 | -36 | -1,031 | ||||
| 6,128 | 6,128 | -366 | 5,762 | ||||
| -569 | 6,128 | 0 | 5,133 | -402 | 4,731 | ||
| 665 | |||||||
| -1,428 | -1,428 | -1,.428 | |||||
| 6,996 | 6,996 | -800 | |||||
| -250 | -242 | -242 | |||||
| -1,627 | 22,399 | 6,128 | -296 | 68,232 | -118 | 68,114 | 6,353 |
Nexus Group (hereafter referred to as NEXUS) develops and sells software and hardware solutions with its business units "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" unit provides IT services for IT operation, especially in the healthcare system. NEXUS AG is the highest ranking parent company.
Nexus AG is registered in the commercial registry of the Freiburg local court under number HRB 602434. NEXUS AG is a stock corporation listed on the securities market and in the Prime Standard segment. This Appendix was written for the Group Financial Report for the business year 2012 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 25 March 2013. The announcement takes place after examination and approval of the supervisory board.
The registered business address of the NEXUS AG is: Auf der Steig 6, 78052 Villingen-Schwenningen, Germany.
| List of Subsidiaries Consolidated | 31/12/2012 | 31/12/2011 | |
|---|---|---|---|
| Full Consolidation | Country | Shares of Capital in % | |
| NEXUS Digitale Dokumentationssysteme | |||
| Projektentwicklungsges.m.b.H., Wien | Austria | 100.00 | 100.00 |
| nexus/ccc GmbH, Villingen-Schwenningen | Germany | 100.00 | 100.00 |
| NEXUS . IT GmbH SÜDOST, Singen Hohentwiel | Germany | 50.20 | 50.20 |
| NEXUS . IT GmbH NORD, Villingen-Schwenningen 1) | Germany | 100.00 | 100.00 |
| NEXUS Medizinsoftware und Systeme AG, Altishofen | Switzerland | 99.98 | 99.98 |
| NEXUS Italia S.r.l., Bologna | Italien | 0.00 | 100.00 |
| nexus/inovit GmbH, Ismaning | Germany | 100.00 | 100.00 |
| nexus/cis GmbH, Singen Hohentwiel | Germany | 100.00 | 100.00 |
| nexus/dis GmbH, Frankfurt am Main | Germany | 100.00 | 100.00 |
| NEXUS Schweiz GmbH, Schwerzenbach 2) | Switzerland | 100.00 | 100.00 |
| nexus/qm GmbH, Ismaning 1) | Germany | 100.00 | 100.00 |
| Flexreport AG, Baar | Switzerland | 100.00 | 100.00 |
| nexus/cso GmbH, Villingen-Schwenningen 1) | Germany | 100.00 | 100.00 |
| VEGA Software GmbH, Aachen | Germany | 60.00 | 60.00 |
| Domis Consulting AG, Altishofen 4) | Switzerland | 100.00 | 100.00 |
| Synergetics AG, Altishofen 3) | Switzerland | 60.00 | 60.00 |
| NEXUS / OPTIM S.A.S., Grenoble | France | 100.00 | 100.00 |
| E&L medical systems GmbH, Erlangen 5) | Germany | 100.00 | 0.00 |
| ASS.TEC Beratungsgesellschaft für Anwendungen, Systeme, Strategien und Technologien mbH, Villingen-Schwenningen |
Germany | 100.00 | 0.00 |
| Equity Consolidation | |||
| G.I.T.S. Gesundheitswesen IT-Service GmbH Fürstenfeldbruck, Fürstenfeldbruck | Germany | 49.00 | 49.00 |
| Medidata GmbH, Berlin | Germany | 25.00 | 25.00 |
| nexus/Arabia Ltd., Riyadh | Saudi Arabia | 0.00 | 50.00 |
| Palladium-med GmbH, Berlin | Germany | 20.00 | 20.00 |
1) Use of the exemption rule to Section 264 para. 3 of the German Commercial Code (HGB).
2) The shares are held indirectly via NEXUS Medizinsoftware und Systeme AG, Altishofen.
3) The shares are held indirectly via Domis Consulting AG, Altishofen.
4) Share under company law is only 80,5%. Über die restlichen 19,5% bestehen Put-Call-Optionen.
5) Share under company law is only 95%. There is a put-call option for the remaining 5%.
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 cut-off date in accordance with Section 315a para. 1 of the German Commercial Code (HGB) and the supplementary commercial law regulations. It is in keeping with the provisions of International Financial Reporting Standards (IFRS) applicable on the cut-off date, including the still applicable International Accounting Standard (IAS) and supplementary interpretations (IFRIC and SIC). All applicable IFRS and IFRIC were considered for the business year 2012. Standards and interpretations of IASB, which are not applicable yet, have not been adopted.
he 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. Three affiliated companies as well as a joint venture were included in the balance sheets according to the equity method.
All companies included as of 31 December 2012 drew up their Annual Financial Reports as of 31 December. These are shown in uniformly prepared, consolidation-capable financial reports in line with the International Financial Reporting Standards (IFRS) as they must be adopted in the European Union. Groupinternal business transactions are eliminated thereafter
The interest in E&L medical systems GmbH, Erlangen, and ASS.TEC Beratungsgesellschaft für Anwendungen, Systeme, Strategien und Technologien mbH, Villingen-Schwenningen, acquired in 2012 are consolidated according to the purchase method in the Group starting from xx 2012. The Group Financial Statement report contains expenses and revenues starting from xx 012. NEXUS / ARABIA ltd. Riyadh (Saudi Arabia), which was founded as a joint venture with a Saudi Arabian partner in 2008, did not conduct any active business transactions in 2012. The joint venture is carried in the balance sheet according to the equity method in the Group Financial Statement.
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. Within the context 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 and/or negative difference amounts are adopted affecting revenue after another check. Purchase price increases due in the future, which are probable, were already capitalized as conditional purchase price at the corresponding market value at the purchase time in goodwill and shown as trade accounts payable.
Trade accounts receivable and payable between the consolidated companies are offset within the context of debt consolidation. Internal sales have been eliminated within the context of expenditure and revenue consolidation. Elimination of interim results was not required due to its inessential nature.
The consolidated surplus is determined as a completely consolidated period result according to the total costs procedure, in which all revenues and expenses are consolidated between the included companies.
The operating result shares, which other companies are entitled to, are shown separately below the consolidated surplus according or their shares are shown as separate positions within equity capital.
ssets and debts of foreign subsidiaries, whose functional currency is not the euro, were converted according to the rules of IAS 21. The balance sheets of the Group Companies in Switzerland are accordingly converted with the cut-off date exchange rate of 1.2073 CHF / EUR (previous year: 1.2165 CHF / EUR), the Profit and Loss Account with the average exchange rate of 1.2052 CHF / EUR (previous year: 1.23273 CHF / EUR) , and the equity capital at historic rates. Any conversion differences resulting from that are entered in the other result in equity capital without effect on net income. The same applies to conversion differences within the context 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 effect on profit.
The adopted 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 existing standards as well as a few new interpretations. All applicable International Accounting Standards (IAS) as well as IFRS and IFRIC were considered for the business year 2012.
In November 2011, the European Union adopted the amendments to IFRS 7 published by IASB in October 2010. These amendments provide users of financial reports improved insight into transactions for transferring financial assets. The amendments are to be applied for business years, which begin on or after 1 January 20011. Comparative data in the first year of adoption are not required. No decisive effects resulted for NEXUS in the reporting year due to initial application of the standard.
Adoption of the following standards and interpretations was not yet obligatory in the reporting period, and they were not adopted in advance either:
In December 2012, the EU adopted the amendments to IAS 12 published by IASB in December 2012. The amendment supplements IAS 12 by one exception for valuating deferred tax liabilities or claims from the current market value and carried on the balance sheet as real estate held as a financial investment. This concerns the refutable assumption that the current market value of real estate held as a financial investment can be realized completely by sale. Due to the supplement, the guidelines of SIC 21 are integrated in IAS 12 and SIC 21 is consequently withdrawn. The revised version is to be adopted for business years, which begin on or after 1 January 2012. The amendment of IAS 12 does not have any decisive effects on NEXUS.
The EU Commission adopted amendments to IAS 1 in EU law in June 2012. The amendments are to improve depiction of Other Comprehensive Incomes and result in making the depictions in IFRS and US-GAAP more similar. The positions of Other Comprehensive Incomes, which are reclassified later in the Profit and Loss Account ("recycling"), will be shown separately from the positions of Other Comprehensive Incomes, which are never reclassified. Insofar as the gross positions, i.e., shown without offsetting with effects from deferred taxes, the deferred taxes are not to be shown anymore in one sum, but instead to be allocated to both groups of positions. The standard is to be applied for the first time for business years, which begin on or after 1 January 2012. Earlier application is permitted. The Group does not expect any decisive effects on depiction of future reports due to adoption of the standard.
Amendments to IAS 19 (Employee Benefits) were also adopted in EU law in June 2012. The amendments to IAS 19 are meant to increase the understanding of addressees of financial statements concerning the influence of performanceoriented pension schemes on the asset, financial and revenue situation and the payment flows of a company. The goal of the standards is regulation of financial accounts and the information obligations concerning employee benefits. The amendments to IAS 19 mainly concern the elimination of deferred entry of actuarial profit and loss (corridor method) in favor of immediate entry in other results within equity capital. In addition, the currently expected revenue of plan assets is calculated based on the subjective expectations of management via the further development of the asset portfolio. With adoption of IAS 19 (revised 2011), only standardized interest on the plan assets in the amount of the current discount rate of the pension obligations is permitted. The amendment is to be adopted for the first time for business years, which begin on or after 1 January 2013. Earlier application is permitted. No decisive effects will be produced from the amendment of the standards for NEXUS in the reporting year, with exception of the expanded Appendix information.
IFRS 10 replaces SIC 12 Consolidation – Special Purpose Entities and parts of IAS 27 Consolidated and Separate Financial Statements; it introduces a consolidation model to be used uniformly for identifying dominant influence, according to which a subsidiary must be included in the consolidation group of a parent company. The standard also provides information about determining dominant influence.
IFRS 11 Joint Arrangements targets stronger concentration on claims and obligations in joint ventures and is to enable a more real depiction of the balance sheet. The standard replaces SIC 13 Jointly Controlled Entities – Non-Monetary Contributions by Venturers as well IAS 31 Interests in Joint Ventures and consequently eliminates quota consolidation. IFRS 12 combines all information obligations about shares in subsidiaries, joint ventures, affiliated companies and non-consolidated structured units. The new standard replaces the previous provisions in IAS 27 Consolidated and Separate Financial Statements, IAS 28 Investments in Associates, IAS 31 Interests in Joint Ventures and SIC 12 Consolidation – Special Purpose Entities.
The revised standard IAS 27 Separate Financial Statements (2011) still only contains provisions about the balance sheet and appendix information about subsidiaries, joint ventures and affiliated companies, which are relevant for individual financial statements drawn up according to IFRS.
The revised IAS 28 Investments in Associates and Joint Ventures (2011) regulates the balance sheet for shares in affiliated companies as well as the requirements for applying the equity method.
The new as well as revised standards were adopted by the EU in December 2012 and are mandatory for fiscal years starting from 1 January 2014. Earlier application is permitted. The amendments will not have any decisive effects on the NEXUS consolidated financial statements, especially because joint venture companies are already included in the consolidated financial statements according to the equity method.
IFRS 13, which was also issued in May 2011 and was also adopted into EU law in December 2012, contains regulations about how the adjusted current value is valuated if another standard prescribes the valuation at the adjusted current value. There will only still be a few rules for IAS 17 and IFRS 2. The fair value according to IFRS 13 is defined as exit price, i.e., as the price which would be achieved via sales of an asset or the price that would have to be paid to transfer a debt. As currently known from the fair value valuation of financial assets, a three-tier hierarchy system has been introduced, which is staggered according to the dependence of observable market prices. The new fair value valuation can result in values deviating from previous regulations. The amendment takes effect for business years, which begin on or after 1 January 2013. Earlier application is permitted. Application of the standard will not have any decisive effects on the consolidated financial statements of NEXUS AG with exception of the expanded Appendix information.
Amendments to IAS 32 Financial Instruments: Offsetting Financial Assets and Financial Liabilities
In December 2011, amendments to IAS 32 were adopted, with which the offsetting regulations for financial instruments was clarified and existing inconsistencies in the interpretation of existing provisions are to be eliminated.
The clarification is to be applied retroactively for business years, which begin on or after 1 January 2014. However, the supplementary information required due to the amendment is already to be supplied retroactively for business years, which begin on or after 1 January 2013.
The Group does not expect any decisive effects on depiction of future reports due to adoption of the standard.
Additional amendments of IFRS 7, which IASB resolved in December 20122, were adopted in EU law in December 2012. Due to the amendment, supplementary information obligations in connection with specific offsetting agreements were introduced to provide addressees of financial statements with improved comparison with financial statements according to IFRS and USGAAP. The amendments are to be applied retroactively for business years, which begin on or after 1 January 2013. However, the deletion of IFRS 7.13 is already to be applied retroactively as mandatory for business years, which start from1 July 2011. Earlier application is permitted. This amendment to the standard will not produce any decisive effects for NEXUS with exception of the expanded Appendix information.
The publication of IFRS 9 in November 2009 represented the first phase of the three-part IASB project for complete revision of the accounting of financial instruments and consequently IAS 39. IFRS 9 changes the categorizing and valuating of financial assets and is based on how a company controls its financial instruments as well as the type of contractual payment flows from financial assets.
With publication of the rules for carrying financial assets in the balance sheet in October 2010 as supplement to IFRS 9, the phase of classification and valuating of the IASB project for replacing IAS 39 was completed. According to these rules, a company, which selected the fair value option for carrying its financial liabilities in the balance sheet, is to enter the part of the change at the corresponding market value, which results from the change of its own credit risk, performance-neutral under other revenue within equity capital and not with effect on the result. Initial adoption of IFRS 9 was officially postponed by IASB in December 2011. The standard is now to be adopted as mandatory for business years, which begin on or after 1 January 2015, whereby earlier application earlier is permitted. The Group cannot currently make a final judgment about which effects adoption of the standard and the supplement will have if this is adopted by the EU in this form. However, it can already be seen that the carrying of financial assets available for sale in the balance sheet will be affected by the amendment, because IFRS 9 also permits entering profits and losses at the current market value in the other result in the Statement of Income and Accumulated Earnings and also for value decreases when these are from equity capital instruments that are not held for trade purposes. In the current reporting period, decreases in value in the amount of KEUR 0,00 (previous year: KEUR 87) were entered directly as affecting the result.
The fourth collective standard "Improvements to IFRS" published by IASB within the context of the Annual Improvements Process in May 2012 does not contain any amendments to the standards. The amendments are to be adopted for the reporting periods, which begin on or after 1 July 2013, whereby earlier application earlier is permitted. However, it has not been adopted by the EU yet. It is not currently believed that application of the revised standards, insofar as the EU adopts them in this form, will have decisive effects on the consolidated financial statements of NEXUS.
In June 2012, IASB made amendments to IFRS 10 Consolidated Financial Statements, IFRS 11 Joint Arrangements and IFRS 12 Disclosure of Interest in Other Entities. The amendments contain clarifications about transition rules and alleviations in connection with initial application of the standard cited above. Analog to IFRS 10, IFRS 11 and IFRS 12, amendments are to be applied for the first time to business years, which start on or after 1 January 2013; voluntary, early application is permitted. However, they have not been adopted by the EU yet. The Group cannot currently make a final judgment about which effects adoption of the standard and the supplement will have if this is adopted by the EU in this form.
In October 2012, IASB published amendments to IFRS 10, IFRS 12 and IAS 27, which concern the financial accounts of investment companies. The amendments contain a definition of investment companies and release them in the future from the basically existing obligation to consolidate the companies they control. Instead, valuation affecting net income is at the adjusted current value. In addition, additional information about investment partners must be provided according to IFRS 12.
The amendments are to be applied to business years, which start on or after 1 January 2014; voluntary, early application is permitted. However, endorsement by the EU is still pending. NEXUS does not currently believe that the amendments, insofar as the EU adopts them in this form, will have effects on the consolidated financial statements.
The most important discretionary decisions with respect to the future as well as any other essential sources of estimate uncertainties on the cut-off 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 achievable amount of the cash-generating units, to which the goodwill is allocated. The attainable amount of an asset is the higher of the two amounts from the adjusted current value of a cash-generating unit minus sales costs and the utilization value. To estimate the utilization value, the Group must also estimate the future cash flow on one hand as well as an appropriate discount rate to determine the cash value of this cash flow. The accounting value of the goodwill was KEUR 15,227 on 31 December 2012 (previous year: KEUR 18,433). You can find further details about this in the Appendix under point 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 based on an assumed annual loss of customers. As of 31 December 2012, the value of capitalized customer base and technologies was KEUR 9,306 (previous year: KEUR 5,606).
Development costs are capitalized in line with the balance sheet and valuation method explained in Appendix position 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 12,137 on 31 December 2012 (previous year: KEUR 11,437).
Securities were classified as financial assets available for sale (AfS). Correspondingly, rate decreases and increases are entered under other revenue in equity capital until sale of the securities. Contrary to this, rate losses parked in equity capital until then are to be entered as expense even without sale if there are objective indications of a decrease in value. The assessment required here is subject to discretionary leeway. In the past business year, security losses of KEUR 0,00 (previous year: KEUR 87) were entered as expense due to continual decrease in value.
Credited 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 credited 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. Corporate income tax losses carried forward exist in the amount of KEUR 35,695 (previous year: KEUR 39,253) domestically as well as business tax l osses carried forward in the amount of KEUR 34,312 (previous year: KEUR 37,704). In foreign Group companies, the tax losses carried forward converted amount to KEUR 2,109 (previous year: KEUR 5,394). In the total volume, there are tax losses carried forward in the amount of KEUR 36,118 (previous year: KEUR 46,650), which are assessed as unusable. Of that, KEUR 34,312 (previous year: KEUR 43,552) can be carried forward without a time limit, while KEUR 1,806 (previous year: KEUR 3,098) expire for foreign Group companies from 2013. Additional details are provided in Appendix positions 8 and 25.
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 2,597 on 31 December 2012 (previous year: KEUR 1,884). You can find further details about this in the Appendix under item 13.
Asset and debt positions 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.
EA financial instrument is a contract, which at the same results in creation of financial asset for one company and creation of financial liability or an equity capital instrument for another company. 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, trade account receivables, participating shares, securities, liquid funds, short-term loans, trade account payables 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:
a) Financial investments to be held until final maturity, b) Financial assets evaluated as revenue at the adjusted value at the time,
c) Financial assets available for sale and
d) Loans and receivables extended by the NEXUS GroupAmendments to IAS 19 Employee Benefits
At initial entry in the balance sheet, these financial assets or iabilities are shown with procurement costs, which correspond to the value at the time of the counter-performance with i n clusion of the transport costs. 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 context 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 under other revenue in equity capital. Long-term decreases in value are entered with effect on the result. KEUR 0,00 (previous year: KEUR 87) were entered in expenses for the past year. Although the Group is active internationally, most of its business is in Europe and consequently it only has limited market 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 consolidated surplus. With respect to financial assets valuated on carried forward procurement costs, it is first determined whether an objective indication exists for decrease in value of financial assets, which are significant in themselves, individual and for financial assets, which are not significant in themselves and exist individually or jointly. If the Group determines that only
one single examined financial asset is significant or not, there is no objective indication of a decrease in value, it includes the asset in a group of financial assets with comparable default risk profiles and examines them together for decrease in value. Assets, which are examined individual for decrease in value and for which the value is adjusted or which is still entered, are not included in a joint assessment of decrease in value. If there are objective indications that a decrease in value has occurred, the amount of the decrease in value loss is the difference between the book value of the asset and the cash value of the expected future cash flows.
The book value of the asset is reduced using a value adjustment account and the decrease in value loss is entered affecting the result.
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 ad-justed 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 intangible assets with limited period of use are shown in the Profit and Loss Account under amortizations. For intangible assets with unspecified utilization eriod, 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 from 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 Group acquired software maintenance contracts within the context of company acquisitions in the past years as well as in last year, which were capitalized as intangible assets according to current market value in line with IFRS 3 and which will be written off corresponding to their utilization period. An average 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 context 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 a period of 10 years on principle.
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, which is allocated to goodwill, represents the lowest level within the Group on which goodwill is monitored for internal management purposes; it is not larger than a business segment as it is set according to IFRS 8 "Business segments". The depreciation is determined by the calculation of the amount, which the unit generating payments means (group of units generating payments means) can achieve. If the utilization amount of the cash-generating unit (group of cash-generating units) is less than the accounting value, expenditure for depreciation is entered. The value reduction is first allocated to the complete amount of goodwill. Any further value reduction is allocated proportionately to the book values of the other assets of the payment-generating unit. 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.
Valuation of a brand considers the dissemination and utilization within different information systems on the market and is based on the brand strength and dissemination within the target group. It is conducted using a procedure oriented to capital value and based on the five-year planning of management and the business year 2012. Based on this business year, the revenues are calculated using a constant growth rate. It is available unlimited to the Group and consequently is not subject to depreciation. The valuation base is tested at least once annually for decrease in value to determine whether facts indicate that the book value could have decreased.
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. In the case of capitalizing, the manufacturing costs cover all cost 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 from completion. The write-off of the development costs are contained in the amortizations of intangible assets and fixed assets in the Profit and Loss Account. As long as the use readiness of a capitalized development does not exist yet or there are indications of depreciation, the capitalized amount of development costs is checked for depreciation once annually.
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. Borrowing 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:
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 consolidated surplus with effects 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 consolidated surplus contains the share of the Group in the success of companies included according to the equity method.
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 cut-off 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 transactions without essential deviations from the viewpoint of the Group. The other financial assets were valuated 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 and assets are entered for all temporary differences to be taxed. The following exceptions apply to this:
Deferred claims under tax relationships are entered for all temporary differences liable for deductions, taxable losses carried forward not used yet, and tax credits not used yet in the measure, in which it is probable that the income to be taxed will be available against which the temporary differences liable for deductions, taxable losses carried forward not used yet, and tax credits can be used. This also applies to deferred tax claims from temporary differences liable for deductions, which are in connection with shares in subsidiaries, branches, affiliated companies and joint ventures.
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 under other revenue, are also entered in equity capital there. 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. Loan capital interest is not to be capitalized, because no qualified assets exist. 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, 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 are 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 under other revenue 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 under other revenue in equity capital, cumulated profit or loss is to be included in the consolidated surplus at this time.
Liquid funds are composed of cash balance 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.
A check is made on each reporting cut-off date with exception of the goodwill to determine whether indications exist that 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 a value adjustment is to be entered immediately in the consolidated surplus. 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.
Appreciation rights were granted to the Executive Board in 2011, which can only be settled in cash (transactions with cash settlement). The costs incurred due to translations with cash settlement are initially valuated with application of a binominal model at the adjusted current value of their granting (for details, cf. 12. Equity Capital and 36. Organs of the Group). The adjusted current value is split over the time until the day of the first exercise option affecting net income under entry of the corresponding debt. The debt is recalculated at each cutoff date and on the fulfillment day. Changes of the ad justed current value are entered in the expenditures for employee benefits.
The Group has three pension plans in Germany. Performance is not financed via a fund. In addition, financial obligations from the pension scheme according to Swiss federal law exist in Switzerland for employee old-age, survivors' and disability benefits (BVG). Expenditures for the services granted within the context of the performance-oriented plans are determined separately for each plan using the potential pension cash value method (IAS 19).
Actuarial profits or losses are entered under other revenue in equity capital after consideration of deferred taxes without affecting the operational result.
The reference tables 2005 G of Heubeck-Richttafeln-GmbH are used as biometric calculation basis (death and disability probability of beneficiaries, 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. Valuation of accruals is according to IAS 37 with the best possible estimate of expenditures, which would be required for fulfilling the current obligations as of the balance sheet cut-off date. 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.
Liabilities are shown in the Group balance sheet when NEXUS has a contractual obligation to transfer means of payment or other financial assets to another party.
The initial valuation of a liability is at the adjusted current value of the received counter-performance or at the value of the received means of payment minus any incurred transaction costs. Subsequent valuation of liabilities is at the carried forward procurement costs using the effective interest rate method. Derivative financial instruments are valuated affecting the current-period result at the adjusted current market value. Financial liabilities are taken off the books when the contractual obligation has been paid, canceled or expired.
Contingent liabilites are not rendered passive in the consolidated financial statement, as long as the claiming is not probable. They are mentioned in the notes on the consolidated accounts, in case a claiming is not unlikely.
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.
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, which are in connection with contracts and for which a fixed price was agreed upon, are realized according to the percentage-of-completion method corresponding to their performance progress if the total 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 until completion as well as
the achieved degree of completion. To this end, the costs incurred until the balance sheet cut-off date (mainly staff costs) are set in relation to the expected costs according to the project calculation and consequently the degree of completion is estimated. An expected loss from the order is entered immediately as expenditure. 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.
Expenditures are recorded as affecting operational results in the period, in which the corresponding use of value was caused.
Finance income is entered at the time it occurs.
Payments for loans are entered as expenditures. There is no capitalization of interest rate on borrowings according to IAS 23, because no qualified assets exist.
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 consolidated surplus during the period of the leasing relation.
NEXUS AG expanded its product competence in the healthcare system last year with the purchase contract for 62% of the shares of Domis Consulting AG, Altishofen (CH), on 10 May 2011. Domis Consulting AG has a 60% share in Synergetics AG, Altishofen. The price was mainly paid in cash, but a part was paid with issue of 134,000 shares. Putcall option contracts were concluded for the remaining 38%.
Options for 18.5% of the shares of Domis Consulting AG, Altishofen (CH), were redeemed via a newly concluded purchase contract in the business year. This purchase contract in turn contains a conditional purchase price, which is included in the calculation of the expected purchase price.
The conditional counter-performance carried on the books as financial liability according to IAS 32.23, was shown as a liability with the expected purchase price in the previous year. Due to additional information about software maintenance contracts of Domis Consulting AG, which NEXUS received after 31 December 2011, the set amount of conditional counter-performance in the business year was corrected retroactively in the sense of IAS 8.41 ff. with respect to facts and conditions that already existed at the purchase time to reflect the new information.
Consequently, the estimate of the conditional purchase price of KEUR 1,558 was increased by KEUR 1,377 to KEUR 2,935. On the other hand, the purchased, identifiable assets and the resultant goodwill were adapted as follows:
| Financial assets / depts Domis Consulting AG und Synergetics AG, Altishofen (Switzerland) |
Book Value | Book Value | Book Value |
|---|---|---|---|
| 05/10/2011 in EUR |
Adjustments in EUR |
After adjustments in EUR |
|
| Cash assets | 260,406,16 | 0.00 | 260,406.16 |
| Intangible assets | 1,320,158.18 | 413,616.56 | 1,733,774.74 |
| Fixed assets | 78,219.82 | 0.00 | 78,219.82 |
| Prepaid taxes | 45,837.37 | 0.00 | 45,837.37 |
| Certain other assets | 1,016,439.60 | 0.00 | 1,016,439.60 |
| Receivables | 1,032,886.97 | 0.00 | 1,032,886.97 |
| 3,753,948.10 | 413,616.56 | 4,167,564.66 | |
| Prepaid taxes | 151,720.85 | 50,047.69 | 201,768.54 |
| Pension accruals | 232,734.28 | 0.00 | 232,734.28 |
| Other accruals | 171,687.47 | 0.00 | 171,687.47 |
| Liabilities | 2,520,145.34 | 0.00 | 2,520,14.34 |
| 3,076,287.94 | 50,047.69 | 3,126,335.63 | |
| Net asset by 10.5.2011 | 677,660.16 | 363,568.87 | 1.041,229.03 |
| At fair value rated shares without controlling influence | -19,420.20 | 0.00 | -19,420.20 |
| Goodwill | 4,743,588.38 | 1,013,110.25 | 5,756,698.63 |
| Total acquisition costs | 5,401,828.34 | 1,376,679.12 | 6,778,507.46 |
| Acquisition costs are as follows | |||
| Purchase price paid via cash | 2,909,943.57 | 0.00 | 2,909,943.57 |
| Purchase price was paid via stock issue | 933,980.00 | 0.00 | 933,980.00 |
| Conditional purchase price | 1,557,904.77 | 1,376,679.12 | 2,934,583.89 |
| Anschaffungskosten gesamt | 5,401,828.34 | 1,376,479.12 | 6,778,507.46 |
| Financial assets / depts Domis Consulting AG und Synergetics AG, Altishofen (Switzerland) |
12/31/2011 | Follow Corrections | 12/31/2011 |
|---|---|---|---|
| KEUR | KEUR | KEUR | |
| Goodwill | 5,954 | 0 | 5,954 |
| Client base | 428 | -112 | 316 |
| Annual result | 177 | -98 | 79 |
| Passive certain other assets | 132 | -14 | 119 |
NEXUS AG acquired 95% of the shares of E&L medical systems GmbH, Erlangen as of 17 October 2012. With approx. 70 employees and sales of about 5.0 million euros, the company is the market leader in the area of diagnostic software in Germany.
Thanks to the purchase, the diagnostic product portfolio was enhanced by the areas of endoscopy, cardiology and oncology, and the customers of NEXUS Group were provided the opportunity to procure the complete range of diagnostic information systems from one source. More than 400 hospitals in Germany already use the software Clinic Win Data (CWD) from E&L in their wards and other diagnostic departments with intensive diagnosis work. The purchase price is composed of the price paid in cash (KEUR 6,821). A put-call option contract was concluded for the remaining 5%. According to IAS 32.23, the obligation to buy shares of non-controlling partner is to be carried in the balance sheet as liability with the expected purchase price.
NEXUS AG has a call option for 5% of the shares of E&L medical systems GmbH for the time between 1 April 2015 and 30 September 2015. The seller has an analog put option in the time between 1 and 31 March 2015 as well as between 1 October 2015 and 31 December 2015. No premium has been agreed upon for the option. The purchase price for the shares depends on sales and EBT of the business years 2012 to 2014. According to IAS 32.23, the obligation to buy shares of non-controlling partner is to be carried in the balance sheet as liability with the expected purchase price. Consequently, the maximum amount is basically unlimited. A range cannot be estimated reliably either. Correspondingly, no shares of non-controlling partners are shown. The purchase price is consequently calculated from the sales price paid in cash (KEUR 6,821) and the conditional purchase price (KEUR 2,915) together.
The purchased assets and debts were included in the balance sheet with their adjusted, current value and are as shown as follows:
| Financial assets / depts E&L medical systems GmbH, |
|
|---|---|
| Erlangen | Book Value |
| EUR | |
| Cash assets | 122,717.55 |
| Intangible assets | 6,303,224.53 |
| Fixed assets | 129,645.38 |
| Prepaid taxes | 404,448.66 |
| Certain other assets | 65,227.27 |
| Receivables | 634,161.68 |
| 7,659,425.07 | |
| Prepaid taxes | 1,892,786.00 |
| Tax Accruals | 81,407.00 |
| Liabilities | 1,088,988.83 |
| 3,063,181.83 | |
| Nettovermögen zum 30.09.2012 | 4,596,243.24 |
| Goodwill | 5,140,076.76 |
| Total acquisition costs | 9,736,320.00 |
| Acquisition costs are as follows | |
| Purchase price paid via cash | 6,821,220.00 |
| Conditional purchase price | 2,915,000.00 |
| Total acquisition costs | 9,736,320.00 |
| Cash-influence of the aquisition as follows | |
| Purchase price paid via cash | 6,821,220.00 |
| purchase means of payment | 122,717.55 |
| Outflow of means of payment | 6,698,502.45 |
The identified and evaluated assets and debts identified in setting the purchase prices are essentially composed of technology (KEUR 3,190), brands (KEUR 1,577), customer relations (KEUR 1,357) and debited deferred taxes (KEUR 1,893) at the purchase time. The receivables are shown at their estimated current value. Goodwill results from the purchase price allocation in the amount of KEUR 5,140. This concerns a provisional estimation of the adjusted current values, because the conditional purchase was calculated based on the available information and planning.
The purchase essentially serves for technology enhancement in the Group. The new employees at the Erlangen site also contribute substantial expertise in this area and are a meaningful and welcome enhancement to our staff. These qualitative factors are also expressed in goodwill. E&L with the product Clinic WinData will be managed as a separate company and brand within the NEXUS Group in the future. For 2012, sales with third parties amounted to KEUR 1,676, and the contribution to the consolidated surplus was KEUR 284. The procurement costs in the amount of KEUR 80 are entered affecting the result in Other Operative Expenses.
NEXUS AG purchased 100% of the shares ASS.TEC Beratungsgesellschaft für Anwendungen, Systeme, Strategien und Technologien mbH, Villingen-Schwenningen, on 8 October 2012, and consequently reinforced its involvement in the areas of process and SAP-ERP consulting. The purchase price is calculated from the sales price paid in cash (KEUR 900) and the conditional purchase price (KEUR 520) together. The variable counter-performance is carried on the books as liability with the expected purchase price based on planning.
The purchased assets and debts were included in the balance sheet with their adjusted, current value and are as shown as follows:
| Financial assets / depts ASS.TEC Beratungsgesellschaft für Anwendungen, Systeme, Strategien und Technologien |
|
|---|---|
| mbH, Villingen-Schwenningen | Book Value |
| EUR | |
| Cash assets | 28,864.39 |
| Intangible assets | 1,201,097.53 |
| Fixed assets | 97,255,09 |
| Forderungen und Prepaid taxes | 1,271,805.64 |
| Aktive prepaid taxes | 94,000.00 |
| 2,693,022.65 | |
| Passive prepaid taxes | 308,869.00 |
| Accruals | 137,576.79 |
| Financial liabilities to credit institutes | 125,664.02 |
| Liabilities | 1,237,443.29 |
| 1,809,553.10 | |
| Net assets on 30/09/2012 | 883,469.55 |
| Goodwill | 536,530.45 |
| Total acquisition costs | 1,420,000.00 |
| Acquisition costs are as follows | |
| Purchase price paid via cash | 900,000.00 |
| Conditional purchase price | 520,000.00 |
| Total acquisition costs | 1,420,000.00 |
| Cash-influence of the aquisition as follows | |
| Purchase price paid via cash | 900,000.00 |
| Less purchase means of payment | 28,864.39 |
| Outflow of means of payment | 871,135.61 |
ASS.TEC has been involved in SAP and process consulting for many years and supplements the skills of NEXUS Group in this area ideally to build up another pillar of the NEXUS Group with process consulting, including SAP consulting.
The identified and evaluated assets and debts in setting the purchase prices are essentially composed of technology (KEUR 756), customer relations (KEUR 323), credited deferred taxes (KEUR 94) and debited deferred taxes (KEUR 309) at the purchase time. The receivables are shown at their gross value. The value was not adjusted, because complete intake of all outstanding receivables is expected. Goodwill results from the purchase price allocation in the amount of KEUR 537. This concerns a provisional estimation of the adjusted current values, because the conditional purchase was calculated based on the available information and planning.
The approx. 30 employees of ASS.TEC will also support activities at customers of NEXUS Group and are a welcome addition to our staff with their substantial know-how as well as established customer relations.
These qualitative factors are also expressed in goodwill. For 2012, sales with third parties amounted to KEUR 1,445, and the contribution to the consolidated surplus was KEUR 70. The procurement costs in the amount of KEUR 29 are entered affecting the result in Other Operative Expenses.
If the merger had taken place at the beginning of the year, sales revenue would have amounted to KEUR 69,692 and the Group annual surplus KEUR 5,452.
NEXUS AG also liquidated NEXUS Italia S.r.l. The company was dissolved as of the cut-off date. The result loss in the among of KEUR 128 is shown in the Profit and Loss Statement under "Other Operating Expenses".
With the purchase contract of 17 October 2012, 100% of the company shares CoM.MeD GmbH in Barleben were acquired. The shares were transferred to NEXUS AG with payment of the cash purchase price of KEUR 100 on 2 January 2013. Consequently, consolidation will only be in 2013. The purchase price has not been allocated completely yet. Consequently, information about the identified assets, debts and goodwill cannot be made yet. The procurement costs in the amount of KEUR 15 are entered affecting the result in Other Operative Expenses.
CoM.MeD GmbH develops and markets solutions for administration, patient management and accounting in rehabilitation institutions in Germany and Austria. Together with existing medical, treatment and therapy solutions, NEXUS is now a complete supplier in rehabilitation incl. all accounting procedures (DRG) for neuro-rehabilitation.
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. The intangible assets are not subject to any restrictions with respect to their disposal possibilities. There were development costs for software not yet finished in the amount of KEUR 1,878 on the cut-off date (previous year: KEUR 2,261).
Within the context 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 cashgenerating 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. Due to the technological and market-oriented merging of Group companies and the related organizational bundling of activities in business units NEXUS / NCS (system for care of senior citizens and disabled persons), NEXUS / DIS (diagnostic systems), NEXUS / CIS (Clinical Information Systems and OPTIM – OP and sterilization management systems), NEXUS / CSO, NEXUS / QM, NEXUS / HOSPIS (CH) was well as NEXUS / HCS (Healthcare Services), these are considered as cash-generating units. The business units NEXUS / CSO and NEXUS / HCS do not contain any goodwill in the balance sheet. The achievable amount of the other five cash-generating units is determined respectively on the basis of calculating utilization value on the balance sheet cut-off date. Accordingly, there were no depreciation requirements. These calculations were made based on cash flow forecasts, which in turn were derived from the budget for 2012 as well as its forward projection for the two following years. Consequently, the detailed planning period covers three years unchanged. The discount rate used for the cash flow forecasts is between 8.35% (previous year: 7.0%) for NEXUS / NCS, 8.35% (previous year: 7.0%), for NEXUS / DIS, 8.35% (previous year: 8.0%) for NEXUS / CIS and NEXUS / QM as well as 8.35% (previous year: 9.0%) for NEXUS / HOSPIS depending on the risk analysis. In the detailed planning period, organic growth of approximately 10% for NEXUS / CIS and NEXUS / QM as well as approximately 3% for NEXUS / DIS, NEXUS / HOSPIS and NEXUS / NCS were assumed for impairment tests. For the extrapolation of the cash flows according to the detailed planning period, a growth rate of zero is assumed for simplicity's sake, which did not produce any impairment. 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 that it is not a question of clearly defined markets, but instead mainly with project transactions, which do not permit clear comparisons.
In a sensitivity consideration, the other decisive parameters of the impairment test were changed in line with reasonable assumptions concerning possible development. The increase of the discount rate by 25 basis points or a decrease of the relevant cash flow by 5% would not result in any necessity for decrease in value of goodwill.
The growth rates in the detailed planning stage are based on published, industry-related 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. The capitalized goodwill of the cash-generating unit NEXUS/CIS of KEUR 9,884 was created via acquisition of the shares of nexus/cis GmbH, Singen, E&L medical systems GmbH, Erlangen, as well as OPTIM S.A.S., Grenoble (France), the goodwill of the cashgenerating unit NEXUS/HOPIS of KEUR 3,072 at acquisition of NEXUS Schweiz GmbH, Schwerzenbach, and the goodwill of nexus / dis of KEUR 4,707 from the company mergers with NEXUS / GMT GmbH, Frankfurt a. M., NEXUS / Paschmann GmbH, Oberhausen, and Medos AG, Langenselbold. The goodwill of the cash-generating unit NEXUS / QM of KEUR 836 results from the purchase of NEXUS / HOLL GmbH, Ismaning. The goodwill of the cash-generating unit NEXUS / NCS of KEUR 6.191 was created at purchase of Domis Consulting AG and Synergetics, Altishofen (CH), as well as VEGA Software GmbH, Aachen. The goodwill of the cash-generating unit NEXUS / HOSPIS was KEUR 2,473 capitalized at the initial consolidation time and has changed due to exchange rate fluctuations to KEUR 3,072.
The goodwill of the cash-generating unit NEXUS / HCS amounts to KEUR 537 due to the new acquisition of ASS. TEC Beratungsgesellschaft für Anwendungen, Systeme, Strategien und Technologien mbH, Villingen-Schwenningen,. The goodwill of the cash-generating unit NEXUS /NCS (Domis Consulting AG, VEGA Software GmbH) was KEUR 4,936 at the time of initial consolidation. Due to a planning error at Domis Consulting AG, the purchase price calculation was corrected within the context of the year-end closing and now shows a goodwill at first consolidation of KEUR 5,999 (previous year: KEUR 4,744). Due to the exchange rate development of Swiss francs at the end of the year, the goodwill of the cashgenerating unit NCS increased to KEUR 6,191.
At the purchase of E&L medical systems GmbH, Erlangen, technology in the amount of KEUR 3,190 as well as customer relations of KEUR 1,577 and brands of KEUR 1,577 were capitalized. At the purchase of ASS.TEC Beratungsgesellschaft für Anwendungen, Systeme, Strategien und Technologien mbH, Villingen-Schwenningen, technology in the amount of KEUR 756 as well as customer relations of KEUR 323 were capitalized. At the purchase of Domis Consulting AG, Altishofen (CH), technology in the amount of KEUR 784 as well as customer relations of KEUR 653 were capitalized. At the purchase of NEXUS / OPTIM S.A.S., Grenoble (F), technology in the amount of KEUR 336 as well as customer relations of KEUR 139 were capitalized.
At the purchase of VEGA Software GmbH, Aachen, technology in the amount of KEUR 73 as well as customer relations of KEUR 52 were capitalized. The write-off is linearly over five years and 10 years for the customer base or corresponding to for the expected consumption of the future economic benefit. At the purchase of Flexreport AG, Baar (CH) in the previous year, technology in the amount of KEUR 473 as well as customer relations of KEUR 54 were capitalized and written off linearly over 10 years or over the time corresponding to the expected use of the future benefits. At the purchase of Healthcare Division of EDS Information Business GmbH, Zurich (CH), in 2009, technology in the amount of KEUR 784 as well as customer relations were capitalized in the amount
of KEUR 248 and written off linearly over 10 years or over the time corresponding to the expected use of the future benefits. At the purchase of Medos AG, Langenselbold in 2008, technology in the amount of KEUR 1,247 was capitalized and written off linearly over six years as well as customer relations in the amount of KEUR 467 (customer base) and written off over 10 years corresponding to the expected use of the future benefits. In the business year 20077 within the context of the purchase price allocation of the acquisitions of NEXUS / Paschmann GmbH, Oberhausen, and NEXUS / Holl GmbH, Munich, 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.
An additional KEUR 709 were received for intellectual property rights (technology) in 2007 in connection with the purchase of Paschmann. Within the context 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 (CH), which will be written off linearly over 10 years corresponding to the 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 context of the split of the purchased assets from NEXUS / GMT GmbH, Frankfurt, 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. Within the context of the split of the purchased assets from micom GmbH, Munich, in 2005 in the business year 2004, a total of KEUR 400 was capitalized as customer relations ( customer base), which will be written off linearly over 7 years, and KEUR 1,875 as intellectual property rights (technology), which will be written off over 15 years.
Finally, intellectual property rights were purchased in Switzerland for a total of KEUR 939 in 2007 and 2008. Other procurement cost increases are due to exchange rate differences.
| Intangible Assets | Concessions/ patents |
Goodwill | Development costs |
customer base/ technology |
Brand | Total |
|---|---|---|---|---|---|---|
| KEUR | KEUR | KEUR | KEUR | KEUR | KEUR | |
| Gross value as of 31 Dec. 2011 | 5,912 | 18,610 | 25,891 | 10,844 | 0 | 61,257 |
| Restatement at time PPA | 5,912 | 19,623 | 25,891 | 11,258 | 0 | 6,584 |
| Currency fluctuations | 0 | 35 | 0 | 12 | 0 | 48 |
| adapted 01/01/2012 | 5,192 | 19,659 | 25,891 | 11,270 | 0 | 62,732 |
| Additions due to change of the Group composition |
298 | 5,677 | 0 | 5,626 | 1,577 | 13,178 |
| Currency fluctuations | 11 | 68 | 20 | 35 | 0 | 134 |
| Additions | 139 | 0 | 4,300 | 200 | 0 | 4,639 |
| Disposals | 637 | 0 | 917 | 997 | 0 | 3,551 |
| Gross value as of 31 Dec. 2012 | 5,723 | 25,404 | 29,294 | 16,134 | 1,577 | 78,132 |
| Cumulated write-offs as of 31 Dec. 2011 |
4,724 | 177 | 14,454 | 5,238 | 0 | 24,593 |
| follow corrections between PPA und 31/12/2011 |
0 | 0 | 0 | 112 | 0 | 112 |
| adapted 01/01/2012 | 4,724 | 177 | 14,454 | 5,350 | 0 | 24,705 |
| Currency fluctuations | 5 | 0 | 7 | 7 | 0 | 19 |
| Additions | 383 | 0 | 3,613 | 1,777 | 0 | 5,773 |
| Disposals | 636 | 0 | 917 | 306 | 0 | 1,859 |
| Cumulated write-offs as of 31 Dec. 2012 |
4,476 | 177 | 17,157 | 6,828 | 0 | 28,638 |
| Net value on 31 Dec. 2011 | 1,188 | 18,433 | 11,437 | 5,606 | 0 | 36,664 |
| Net value adapted 31/12/2011 | 1,188 | 19,482 | 11,437 | 5,920 | 0 | 38,027 |
| Net value on 31 Dec. 2012 | 1,247 | 25,227 | 12,137 | 9,306 | 1,577 | 49,494 |
| Intangible Assets | Concessions/ patents |
Goodwill | Development costs |
customer base/ technology |
Brand | Total |
|---|---|---|---|---|---|---|
| KEUR | KEUR | KEUR | KEUR | KEUR | KEUR | |
| Gross value as of 31 Dec. 2010 | 5,196 | 12,970 | 23,194 | 9,078 | 0 | 50,438 |
| Additions due to change of the Group composition |
306 | 5,390 | 64 | 1,623 | 0 | 7,383 |
| Currency fluctuations | 42 | 250 | 44 | 143 | 0 | 479 |
| Additions | 368 | 0 | 4,475 | 0 | 0 | 4,843 |
| Disposals | 0 | 0 | 1,886 | 0 | 0 | 1,886 |
| Gross value as of 31 Dec. 2011 | 5,912 | 19,610 | 25,891 | 10,844 | 0 | 61,257 |
| Cumulated write-offs as of 31 Dec. 2010 |
4,515 | 177 | 12,167 | 3,742 | 0 | 20,601 |
| Currency fluctuations | 26 | 0 | 15 | 35 | 0 | 76 |
| Additions | 183 | 0 | 4,158 | 1,461 | 0 | 5,802 |
| Disposals | 0 | 0 | 1,886 | 0 | 0 | 1,886 |
| Cumulated write-offs as of 31 Dec. 2011 |
4,724 | 177 | 14,454 | 5,238 | 0 | 24,593 |
| Net value on 31 Dec. 2010 | 681 | 12.793 | 11.027 | 5.336 | 0 | 29.837 |
| Net value on 31 Dec. 2011 | 1,188 | 18,433 | 11,437 | 5,606 | 0 | 36,664 |
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 4,300 (previous year: KEUR 4,475) in 2012. The development costs will be written off according to schedule over a utilization period of five years. The utilization period of the development costs capitalized before 2010 is for a time period of four years. KEUR 3,613 (previous year: KEUR 4,158) was written off in the reporting year. In addition, approx. KEUR 7,073 (previous year: KEUR 7.343) development costs, which cannot be capitalized, are entered directly in expenditures.
Especially third-party software is shown, which is used for our own purposes.
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 to the side. The tangible assets are not subject to any restrictions with respective disposal possibilities. There are no facilities currently being constructed.
As of 31 December 2012, NEXUS AG holds directly or indirectly participating interest in G.I.T.S Gesundheitswesen IT-Service GmbH, Fürstenfeldbruck, Medidata GmbH, Berlin and Palladium-med GmbH, Berlin. The joint venture nexus / Arabia Ltd., Riyadh, was dissolved and written off in the business year 2012.
The following spreadsheets contain the summarized financial information of the three (previous year: three) associated companies of the whole group as well as joint enterprises which are all valuated at equity.
| Associated companies |
Joint ventures |
|||
|---|---|---|---|---|
| 2012 | 2011 | 2012 | 2011 | |
| KEUR | KEUR | KEUR | KEUR | |
| Share of participations in the balance sheet | ||||
| Short-term assets | 41 | 37 | 0 | 48 |
| Long-term assets | 8 | 8 | 0 | 0 |
| Short-term debts | -12 | -3 | 0 | 0 |
| Prorated net assets |
37 | 42 | 0 | 48 |
| Shares in revenue and profit of participations | ||||
| Revenue | 98 | 98 | 0 | 0 |
| Profit | 1 | 2 | -48 | 0 |
| Accounting value of participation |
43 | 42 | 0 | 48 |
The inventories are as follows:
| 2012 | 2011 | |
|---|---|---|
| KEUR | KEUR | |
| Raw materials, consumables and supplies | 4 | 5 |
| Goods | 410 | 130 |
| 414 | 135 |
No decline in economic usefulness (previous year: KEUR 0) or increased valuation (previous year: KEUR 0) was entered in the reporting year. There are no inventories in the current business year, which were carried in the balance sheet at the net disposal price. Inventories in the amount of KEUR 7,534 (previous year: 6,889 KEUR ) are entered as expenditures in the business year.
| Fixed assets | Tenant fixtures | Other assets fix tures and fur nishings |
Total |
|---|---|---|---|
| KEUR | KEUR | KEUR | |
| Gross value as of 01/01/2012 | 670 | 6,034 | 6,704 |
| Additions due to change of the Group composition | 5 | 215 | 220 |
| Currency fluctuations | 0 | 15 | 15 |
| Additions | 19 | 878 | 897 |
| Disposals | 21 | 1,065 | 1,087 |
| Gross value as of 12/31/2011 | 673 | 6,076 | 6,749 |
| Cumulated write-offs as of 31 Dec. 2010 | 475 | 4,467 | 4,492 |
| Currency fluctuations | 0 | 10 | 10 |
| Additions | 34 | 692 | 726 |
| Disposals | 20 | 834 | 854 |
| Cumulated write-offs as of 31 Dec. 2011 | 489 | 4,335 | 4,824 |
| Net value on 31 Dec. 2010 | 195 | 1,567 | 1,762 |
| Net value on 31 Dec. 2011 | 184 | 1,741 | 1,925 |
| Fixed assets | Tenant fixtures | Other assets fix tures and fur nishings |
Total |
|---|---|---|---|
| KEUR | KEUR | KEUR | |
| Gross value as of 01/01/2011 | 408 | 5,342 | 5,750 |
| Additions due to change of the Group composition | 84 | 77 | 161 |
| Currency fluctuations | 2 | 38 | 40 |
| Additions | 176 | 925 | 1.101 |
| Disposals | 0 | 348 | 348 |
| Gross value as of 31 Dec. 2011 | 670 | 6,034 | 6,704 |
| Cumulated write-offs as of 01/01/2011 | 358 | 4,263 | 4,621 |
| Currency fluctuations | 0 | 34 | 34 |
| Additions | 117 | 489 | 606 |
| Disposals | 0 | 319 | 319 |
| Cumulated write-offs as of 31 Dec. 2011 | 475 | 4,467 | 4,942 |
| Net value on 31 Dec. 2010 | 50 | 1.079 | 1.129 |
| Net value on 31 Dec. 2011 | 195 | 1,567 | 1,762 |
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 Sheet | Consolidated balance Sheet | |||||
|---|---|---|---|---|---|---|
| 12/31/2012 | adapted** | 12/31/2011 12/31/2011 | 12/31/2012 | adapted** 12/31/2011 12/31/2011 |
||
| KEUR | KEUR | KEUR | KEUR | KEUR | KEUR | |
| Deferred tax asset | ||||||
| Tax carry forward | 5,541 | 5,271 | 5,271 | 176 | -450 | -450 |
| Different valuation accruals | 0 | 0 | 0 | 0 | 1 | 1 |
| Different valuations in pensions | 404 | 252 | 252 | -6 | 11 | 11 |
| Valuation differences of securities | 132 | 0 | 0 | 132 | -174 | -174 |
| 6,077 | 5,523 | 5,523 | 302 | -612 | -612 | |
| Consumption of deferred tax liability | -1,903 | -2,490 | -2,490 | -302 | 612 | 612 |
| Total Deferred Tax assets | 4,174 | 3,033 | 3,033 | 0 | 0 | 0 |
| Defered tax payable | ||||||
| Development costs | 2,509 | 2,657 | 2,657 | 187 | -226 | -226 |
| Lump sum value adjustment | 56 | 35 | 35 | -21 | 12 | 12 |
| Technology / Know How** | 2,899 | 1,076 | 1,040 | 382 | 390 | 404 |
| Projetct contracts | 197 | 39 | 39 | -158 | 80 | 80 |
| Accruals | 73 | 48 | 48 | -25 | -48 | -48 |
| Elimination of individual value adjustments in connection with debt consolidation |
0 | 0 | 0 | 0 | 683 | 683 |
| Other currency effects** | 9 | 98 | 96 | -44 | 3 | 3 |
| 5,743 | 3,953 | 3,915 | 321 | 894 | 908 | |
| Consumption of deferred tax demand | -1,903 | -2,490 | -2,490 | 302 | -612 | -612 |
| Total Deferred Tax liabilities | 3,840 | 1,463 | 1,425 | 623 | 282 | 296 |
| 2012 | adapted** 2011 |
2011 | |
|---|---|---|---|
| KEUR | KEUR | KEUR | |
| Change in deferred taxes affecting profits | 623 | 282 | 296 |
| Adjustment of deferred taxes on valuation reserve through financial instruments, neutral in its effects of profits |
0 | -5 | -5 |
| Performance-neutral adjustment of deferred taxes within the framework of provisions for pensions |
157 | 76 | 76 |
| Result neutral adjustment of deferred taxes from foreign currency translation | 133 | 20 | 18 |
| Funding of deferred taxes without effect on the result on the liabilities side for mergers |
-2,149 | -253 | -303 |
| Change in defered taxes affecting profits | -1,236 | 120 | 82 |
** Adjustment due to IAS 8.41 ff.
As of 31 December 2012, 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.
Trade account receivables and other receivables are composed of the following:
| 12/31/2012 | |
|---|---|
| Short-Termed (< 1 Year) |
|
| KEUR | |
| Trade accounts payable | 18,465 |
| Receivables from companies valued at-equity |
22 |
| Gross amount due to customer s for proje cts as an asset |
657 |
| Total | 19.144 |
| 12/31/2011 | |
|---|---|
| Short-Termed (< 1 Year) |
|
| KEUR | |
| Trade accounts payable | 14,168 |
| Receivables from companies valued at-equity |
11 |
| Gross amount due to customer s for proje cts as an asset |
185 |
| Total | 14,364 |
Refer to the table below for individual value corrections on trade accounts receivable and their development. Project orders with positive balance with customers in the amount of KEUR 657 (previous year: KEUR 185) will be invoiced and also be due within one year in all probability.
| Trade accounts payable (Gross value) |
12/31/2012 12/31/2011 | |
|---|---|---|
| Debased | 3,289 | 7,071 |
| Delinquent but not debased | ||
| < 30 Tage | 7,818 | 2,068 |
| 30 – 120 Tage | 4,139 | 2,380 |
| 120 – 180 Tage | 839 | 436 |
| 180 – 360 Tage | 1,105 | 1,095 |
| > 360 Tage | 1,134 | 870 |
| corrected single value at depreciated cost |
141 | 248 |
| Book value | 18,465 | 14,168 |
On the claims past due without value reduction, no value adjustment was made, because no essential change of the credit rating of the debtor could be determined and consequently payment of the outstanding amounts is assumed. The Group does not have any collateral for these outstanding items. Trade account receivables and other receivables are all due within one year.
Trade account receivables in the amount of KEUR 579 (previous year: KEUR 1,520) were charged off in the business year 2012. There were no received payments (previous year: none) for charged-off receivables.
The current market value of trade account receivables and other receivables does not different from the book value. There were trade account receivables diminished in value in the amount of KEUR 1,722 on 31 December 2012 (previous year: KEUR 1,646). The development of the value adjustment account is as follows:ar:
| Changes of value adjustments in trade accounts payable |
2012 | 2011 |
|---|---|---|
| KEUR | KEUR | |
| Status 01/01 | 1,398 | 1,931 |
| Allowed expenses allocation | 643 | 1,060 |
| Consumption | -329 | -1,299 |
| Dissolution | -131 | -294 |
| Status 31. December | 1,581 | 1,398 |
The other financial assets and short-term financial assets are composed of the following:
| 12/31/2012 | ||
|---|---|---|
| Short-Termed (< 1 Year) |
Long-Termed (> 1 Year) |
|
| KEUR | KEUR | |
| Other Assets | ||
| From interest | 4 | 0 |
| From loans to employees and third parties |
728 | 28 |
| From others | 397 | 63 |
| Total of Other Financial Assets |
1,129 | 91 |
| short-term financial assets |
||
| Securities | 2,145 | 0 |
| Open-market credits | 8,000 | 0 |
| Total of Other Financial Assets |
10,145 | 0 |
| 12/31/2011 | ||
|---|---|---|
| Short-Termed (< 1 Year) |
Long-Termed (> 1 Year) |
|
| KEUR | KEUR | |
| Other Assets | ||
| From interest | 31 | 0 |
| From loans to employees and third parties |
839 | 34 |
| From loans and other receivables to executive bodies |
50 | 0 |
| From others | 334 | 40 |
| Total of Other Financial Assets |
1,254 | 74 |
| short-term financial assets |
||
| Securities | 2,056 | 0 |
| Open-market credits | 8,000 | 0 |
| Total of Other Financial Assets |
10,056 | 0 |
The current market value of other financial assets does not different from the book value.
There were no impairments of value to enter in the consolidated surplus in reporting year or the previous year. In the previous years, a valuation reserve for financial instruments was established in equity capital, which shows the profits and losses from the sale of available, classified financial assets of classified securities, and minus the deferred taxes applicable to them.
The short-term financial assets are as follows on the balance sheet cut-off date:
| 12/31/2012 | ||
|---|---|---|
| Purchase costs |
Market value | |
| KEUR | KEUR | |
| Securities | ||
| Pension funds | 2,733 | 2,145 |
| Open-market credits | 8,000 | 8,000 |
| Total | 10,733 | 10,145 |
| 12/31/2011 | ||
|---|---|---|
| Purchase costs |
Market value | |
| KEUR | KEUR | |
| Securities | ||
| Pension funds | 2,733 | 2,056 |
| Open-market credits | 8,000 | 8,000 |
| Total | 10,733 | 10,056 |
In the reporting period, decline in economic usefulness in the amount of KEUR 0 (previous year: KEUR 87) as well revenues of KEUR 89 (previous year: 21) were entered in the consolidated surplus.
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 cut-off 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 other operating income or in other operating expenses. As of 31 December 2012, there was a future exchange transaction with respect to sale of nominal million CHF 2.0, which was valuated based on the current market price and the exercise rate.
The other non-financial assets are composed of the following:
| 2012 | 2011 | |
|---|---|---|
| KEUR | KEUR | |
| VAT | 110 | 111 |
| Down payments made | 51 | 83 |
| Wage and salary advances | 17 | 53 |
| Accounts receivable most for social security |
278 | 243 |
| Extra payment to development |
106 | 94 |
| Capitalized deferred income | 591 | 319 |
| Total of non financial assets |
1,153 | 903 |
The current market value of other non-financial assets does not differ from the book value.
The other non-financial assets are carried in the balance sheet in the amount of KEUR 106 (previous year: KEUR 94) as contributions to development costs. Of this, KEUR 53 (previous year: KEUR 47) was entered with effect on profit. Another KEUR 53 (previous year: KEUR 47) are deferred and allocated linearly during the utilization period during the contri buted, capitalized development costs of five years. We refer you to Note 15 Liabilities Unfulfilled conditions and other success uncertainties do not exist in combination with the public subsidies entered in connection with the financial report.
The equity on the cut-off date amounted to KEUR 68,113 (previous year: KEUR 58,057) after adjustment due to IAS 8.41 ff.). Refer to the statement of changes in the shareholders' equity as well as to number 3. Company Mergers.
Subscribed capital has been divided since 8 November 2012 into 15,105,150 bearer, no-par stocks with a book value share of equity capital of EUR 1.00 each and paid in the full amount. The subscribed capital increased by EUR 800,000.00 (corresponds to 800,000 shares) to the detriment of authorized capital due to a cash capital increase for capital subscribed in kind in 2012. Different stock classes do not exist. All stocks are common stocks and grant the same rights provided for by the stock law.
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 1,380,520 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, of which 2,100 share certificates were sold in 2011 and another 2,500 share certificates again in the reporting year. Due to a stock buyback program newly started in December 2011, 3,872 share certificates with procurement costs of a total of KEUR 26 were purchased in 2011 and 33,916 additional share certificates with procurement costs of a total of KEU 252 were purchased by the cut-off date of 31 December 2012. 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.
In the annual general meeting of 23 May 2012, the empowerment granted in the annual general meeting of 14 June 2010 to increase the capital stock in the amount of EUR 6,902,600.00 was revised. The Executive Board was empowered to increase the capital stock of the company in the period until 3o April 2017 one time or several times up to a total of EUR 7,152,575.00 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 issue to employees of the company or an affiliated company
c) For a capital increase against capital subscribed in kind for purchase of companies, company parts or shares in companies
d) At capital increase against cash investment if the issue amount of the new shares does not fall substantially short of the already the listed price of shares already listed on the securities markets of the same class and same investment at the time of final determination of the issue amount by the Executive Board in the sense of Subsection 203 para. 1 and 2, 186 para. 3 sentence 4 of the German Stock Corporation Law (AktG) and the proportional amount of the capital stock for the new shares does not exceed 10% of the capital stock existing at the time of empowerment, for which the subscription right was excluded. At the maximum limit of 10% of the capital stock, shares of the capital stock are included in the calculation, which were sold during the term of approved capital with
exclusion of the subscription right of stockholders pursuant to Subsection 71 para. 1 No. 8 sentence 5, 186 para. 3 sentence 4 of the German Stock Corporation Law, for which conversion rights or option rights or a conversion obligation or a option exercise obligation exists due to options and/or convertible debentures, which were issued since granting of this empowerment with exclusion of the subscription right pursuant to Section 221 para. 4, 186 para. 3 sentence of the German Stock Corporation Law.
A capital increase of KEUR 800,000.00 was carried out in the reporting year. Authorized capital in the amount of EUR 6,352,575.00 (previous year: 6,488,600.00) existed on the balance sheet cut-off date.
The conditional capital III and the conditional capital IV were canceled in the annual general meeting on 23 May 2012. The stock options in connection with the conditional capital have expired.
Conditional capital in the amount of EUR 1,400,000.00 was created (conditional capital 2012) with the annual general meeting resolution of 23 May 2012. The capital stock was raised conditionally corresponding to execution of a stock option program by EUR 1,400,000.00 bearer shares (AOP 2012).
With the renewal of service contracts for the Executive Board members, bonus payments were agreed upon starting from the business year 2012, which are linked to the future development of the NEXUS share price. According to it, a bonus payment is due to the Executive Board members if the closing rate on 31 December 2014 surpassed the calculated starting price on 31 December 2011. The difference and consequently the bonus payment are calculated in euro cent steps. For options, estimated costs in the amount of KEUR 120 will be incurred in the business years 2012-2014. Expenditures for value increase rights of KEUR 40 were recorded in the business year 2012. The number of virtual options is 100,000 shares. Fifty-six stock price rates per year over the course of three years are used for calculating the prices. At the same time, risk-free interest was selected depending on the term to maturity: 1.25% for one and two years and 2.00% for three years. Dividends were derived in this context.
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 context 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 context 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.
Capital reserves increased by KEUR 6,196 (previous year: KEUR 771) due to the cash capital increase performed during the reporting year. Another KEUR 8 resulted from issue of own shares.
The equity capital difference from currency conversion results from differences, which resulted from the conversion of the annual financial statements of five foreign subsidiaries.
The validation reserve for purchase price liabilities contains the adjusted current value of the conditional purchase price from the acquisition of Domis Consulting AG, Altishofen, on the cut-off date.
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 pension accruals contain the actuarial, cumulated profits and losses from the valuation from valuation of pension accruals 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 67.3% (previous year: 71.0%) on the balance sheet cut-off date after adjustment due to IAS 8.41 ff.). Thirdparty financing is almost exclusively via liabilities, which result from business operations, as well as via pensions to a slight extent. There are almost no interest-bearing financial liabilities.
Domestic pensions accruals have been accrued for NEXUS / IT GmbH SÜDOST, NEXUS / CCC GmbH 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 performance-oriented plans in Switzerland concern the pension scheme according to Swiss federal law for employee old-age, survivors' and disability benefits (BVG). These plans represent complete insurance policies, in which an insurance company is responsible for the at least temporary, complete actuarial risks, including capital market risks.
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. Plan assets only exist for obligations in Switzerland.
Calculation of the pension obligations considers market interest rates as well as wage, salary and pension trends. In Germany, 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. In Switzerland, the statistics of the years 2002–2004 based on the tariff BVG 2005 were used as a basis. To consider decreasing mortality and simultaneously increased probability of disability, the tariff is increased by 0.5% per year. Consequently, the increase is 3.5% in 2012.
| 2012 | 2011 | |
|---|---|---|
| % | % | |
| Interest rate calculated (D) | 3.00 | 4.37 |
| Interest rate calculated (CH) | 1.60 | 2.25 |
| Average annual fluctuation rate (D) |
5.0 | 5.0 |
| Average annual fluctuation rate (CH) |
15.0 | 15.0 |
| Rate of compensation increase (D) |
0 | 0 |
| Rate of compensation increase (CH) |
1.0 | 1.0 |
| Annual increase of current pensions (D) |
2.0 | 2.0 |
| Annual increase of current pensions (CH) |
0.0 | 0.0 |
| Expected return on plan assets (CH) |
n/a | 2.5 |
The changes of the cash value of performance-oriented obligations and the plan assets are as follows:
| 2012 | 2011 | |
|---|---|---|
| KEUR | KEUR | |
| Cash value of pension obligation at beginning of reporting period |
15,138 | 10,789 |
| Currency fluctuations | 110 | 299 |
| Interest payments | 516 | 472 |
| Interest payments | 360 | 423 |
| Paid benefits | -415 | -1,284 |
| Actuarial profit | 707 | -544 |
| Employee contributions | 563 | 505 |
| Company mergers | 0 | 4,478 |
| Cash value of obligations at end of reporting period |
16,979 | 15,138 |
| Cash value of plan assets at beginning of reporting period |
13.253 | 9.570 |
| Currency fluctuations | 102 | 283 |
| Expected earnings on plan assets | 343 | 439 |
| Employer contributions | 565 | 505 |
| Employee contributions | 563 | 505 |
| Actuarial profits (+) / losses (-) |
-44 | -1.015 |
| Capital payments | -400 | -1.271 |
| Company mergers | 0 | 4.237 |
| Cash value of plan assets at the end of reporting period |
14.382 | 13.253 |
| Cash value of external financial obligations | 16,072 | 14,399 |
| Fair value of plan assets | 14,382 | 13,253 |
| Underfunding | 1,690 | 1,144 |
| Cash value of intern financial obligations |
907 | 740 |
| Financing status | 2,597 | 1,884 |
| Balanced pension liabilities | 2,597 | 1,884 |
| Of which shown as pension accruals | 2,597 | 1,884 |
Actuarial losses 2012 in the amount of KEUR 1,098 were entered under other revenue in equity capital or – insofar as they are attributed to them – the shares of non-controlling partners after consideration of deferred taxes. The cumulated actuarial losses were entered in equity capital with KEUR 2,141 minus deferred taxes. The total expenditures for performance-oriented employer's pension commitments, which are contained in personnel expenses, are composed of the following (see below):
| 2012 | 2011 | |
|---|---|---|
| KEUR | KEUR | |
| Current staff expenses | 516 | 472 |
| Interest payments | 360 | 423 |
| Expected return on plan assets | -343 | -439 |
| net expenditure of pensions | 533 | 456 |
The actual results of the plan assets to KEUR -299 percent (previous year: KEUR 576). Plan assets only exist for obligations to Swiss plans and are composed of the claims against the pension fund. The expected total revenues from plan assets are calculated based on the customary market prices at this time for time over which the obligation will be met.
Estimates of pension obligations based on experience amount to KEUR 41 percent (previous year: KEUR -698), and those of the plan assets to KEUR -44 (previous years: KEUR -1,015). Employer contributions are expected in the amount of KEUR 585 are planned for the current business year.
The cash value of pension obligations and plan assets developed as follows over the past five years:
| 2012 | 2011 | 2010 | 2009 | 2008 | |
|---|---|---|---|---|---|
| KEUR | KEUR | KEUR | KEUR | KEUR | |
| Present value of pension obligations |
16,979 | 15,138 | 10,789 | 610 | 534 |
| Current value of plan assets |
-14,382 -13,253 | -9,570 | 0 | 0 | |
| Plan Deficit | 2,597 | 1,885 | 1,219 | 610 | 534 |
| Adjustment of pension obligations based on experience |
41 | -698 | 343 | -5 | 103 |
| Adjustment of plan assets based on experience |
-44 | -1,015 | 0 | 0 | 0 |
In Germany, the social pension fund is considered a contribution-oriented pension plan. The expenditures entered for the social pension fund for the employees subject to social insurance contributions amounted to KEUR 1,364 in the past business year (previous year: KEUR 1,283). In addition, expenditures for other contribution-oriented plans for executive board members exist for direct insurance during the business year in the amount of KEUR 25 (previous year: KEUR 31).
The accruals are composed of the following:
| Status 01/01/2012 |
Use 2012 |
Dissolution 2012 |
Listing 2012 |
Status 12/31/2012 |
|
|---|---|---|---|---|---|
| KEUR | KEUR | KEUR | KEUR | KEUR | |
| Benefits still to be paid | 1,106 | 919 | 0 | 925 | 1,112 |
| Misc. other provisions | 274 | 77 | 110 | 116 | 203 |
| 1,380 | 996 | 110 | 1,041 | 1,315 |
The performances still to be provided concerning risks in project business from threatened follow-up costs as well as price discounts, which are calculated based on values from experience as well as the costs still to be expected. Use of them is expected in 2013. The other accruals will presumably be used in the coming year.
| 12/31/2012 | ||
|---|---|---|
| Short-Termed (< 1 Year) |
Long-Termed (> 1 Year |
|
| KEUR | KEUR | |
| Financial liabilities | 385 | – |
| 12/31/2011 | ||
|---|---|---|
| Short-Termed (< 1 Year) |
Long-Termed (> 1 Year |
|
| KEUR | KEUR | |
| Financial liabilities | 88 | – |
Financial liabilities on current account to credit institutes exist in the amount of KEUR 385 (previous year: KEUR 88).
| 12/31/2012 | ||
|---|---|---|
| Short-Termed (< 1 Year) |
Long-Termed (> 1 Year |
|
| KEUR | KEUR | |
| Trade accounts payable | 4,079 | – |
| 12/31/2011 | ||
|---|---|---|
| Short-Termed (< 1 Year) |
Long-Termed (> 1 Year |
|
| KEUR | KEUR | |
| Trade accounts payable | 3,444 | – |
There were outstanding trade account payables in the amount of KEUR 4,079 (previous year: KEUR 3,444) at the end of the business year. The trade account payables were carried in the balance at their carried forward procurement costs. The total amount is due within one year.
| 12/31/2012 | ||
|---|---|---|
| Short-Termed (< 1 Year) |
Long-Termed (> 1 Year) |
|
| KEUR | KEUR | |
| Liabilities to income taxes | 513 | – |
| 12/31/2011 | ||
|---|---|---|
| Short-Termed (< 1 Year) |
Long-Termed (> 1 Year) |
|
| KEUR | KEUR | |
| Liabilities to income taxes | 172 | – |
The actual tax debts for the current period and earlier periods are to be valuated with the amount, in which a payment to tax authorities is to be expected. In calculating the amount, the tax rates and tax regulations are used as a basis, which are valid or announced for the balance sheet date in the respective country.
| 12/31/2012 | ||
|---|---|---|
| Short-Termed (< 1 Year) |
Long-Termed (> 1 Year) |
|
| KEUR | KEUR | |
| Assignment of cost or expense not relating to accounting period |
3,569 | – |
| 12/31/2011 | ||
|---|---|---|
| Short-Termed (< 1 Year) |
Long-Termed (> 1 Year) |
|
| KEUR | KEUR | |
| Assignment of cost or expense not relating to accounting period |
2,188 | – |
Revenues for the area of software maintenance were realized during the performance time. Due to difference of the performance period from the business year, assignments of cost or expense not relating to accounting period are necessary. The assignment of cost or expense not relating to accounting period will be transferred to the following business year affect the result. The considerable increase of this position results from the assignments of cost or expense not relating to accounting period of the companies newly integrated into the Group.
| 12/31/2012 | ||
|---|---|---|
| Short-Termed (< 1 Year) |
Long-Termed (> 1 Year) |
|
| KEUR | KEUR | |
| Other non-financial debts |
8,132 | – |
| Received payments | 5,973 | – |
| Other taxes | 2,159 | – |
| 12/31/2011 | ||
|---|---|---|
| Short-Termed (< 1 Year) |
Long-Termed (> 1 Year) |
|
| KEUR | KEUR | |
| Other non-financial debts |
7,107 | – |
| Received payments | 5,627 | – |
| Other taxes | 1,480 | – |
The other non-financial debts contain received payments for customer contracts and other taxes, especially turnover tax wage and church tax payment obligations as well as social security payments.
| 12/31/2012 | |||
|---|---|---|---|
| Short-Termed (< 1 Year) |
Long-Termed (> 1 Year) |
||
| KEUR | KEUR | ||
| Other financial debts | 3,594 | 5,030 | |
| Of obligations for salary liabilities |
2,739 | – | |
| Derivates without relation to hedge funds |
– | – | |
| Others | 855 | 5,030 |
| 12/31/2011 | ||
|---|---|---|
| Short-Termed (< 1 Year) |
Long-Termed (> 1 Year) |
|
| KEUR | KEUR | |
| Other financial debts | 2,870 | 3,130 |
| Of obligations for salary liabilities |
2,579 | – |
| Derivates without relation to hedge funds |
81 | – |
| Others | 210 | 3,130 |
In the position Other, the probable purchase price obligations from put-call options for purchasing remaining company shares are entered in the amount of KEUR 4,747 (previous year: KEUR 1,814) as well as the conditional purchase price for acquisition of ASS.TEC GmbH in the amount of KEUR 520 (previous year: KEUR 0). Loans are also contained in this position in the amount of KEUR 322 (previous year: KEUR 0).
1) Legal proceedings as well as claims from legal disputes, which occur during the normal course of business, could be asserted in the future against the Group companies.
The associated risks are analyzed with respect to the probability of their occurrence. Although the result of these disputes cannot always be assessed precisely, the Executive Board believes that no substantial obligations can arise from this
2) There are also financial obligations from the rental of offices, leasing of vehicles and other obligations. In line with the economic content of the leasing agreements, the leasing relations are to be classified as operating leasing relations. The resulting, possible liabilities are as follows:
| 12/31/2012 | 2013 | 2014 – 2017 | ab 2018 |
|---|---|---|---|
| KEUR | KEUR | KEUR | |
| Rent | 1,512 | 2,707 | 531 |
| Leasing | 780 | 865 | 0 |
| 2,292 | 3,572 | 531 |
| 12/31/2011 | 2012 | 2013 – 2016 | ab 2017 |
|---|---|---|---|
| KEUR | KEUR | KEUR | |
| Rent | 1,276 | 2,605 | 949 |
| Leasing | 707 | 609 | 0 |
| 1,983 | 3,214 | 949 |
| 2011 | |
|---|---|
| KEUR | KEUR |
| 1,826 | 1,550 |
| 1,141 | 944 |
| 2,967 | 2,494 |
| 2012 |
The rent and leasing payments of the business year amount to:
Miet- und Leasingvereinbarung enthalten weder Verlängerungs- oder Kaufoptionen noch Preisanpassungsklauseln. Im Jahr 2012 sind nur Mindestleasingzahlungen enthalten.
The consolidated revenues are categorized in the following overview according to regions and business areas:
| Healthcare Software | ||||
|---|---|---|---|---|
| 2012 | 2011 | |||
| KEUR | % | KEUR | % | |
| Germany | 29,216 | 51.3 | 25,402 | 51.3 |
| Austria | 1,172 | 2.1 | 1,164 | 2.4 |
| Switzerland / Liechtenstein |
23,325 | 41.0 | 20,905 | 42.2 |
| other regions | 3,208 | 5.6 | 2,021 | 4.1 |
| Total | 56,921 | 100.0 | 49,492 | 100.0 |
| Healthcare Service | ||||
|---|---|---|---|---|
| 2012 | 2011 | |||
| KEUR | % | KEUR | % | |
| Germany | 5,240 | 96.7 | 3,983 | 98.5 |
| Austria | 97 | 1.8 | 49 | 1.2 |
| Switzerland / Liechtenstein |
82 | 1.5 | 2 | 0.0 |
| other regions | 0 | 0 | 8 | 0.3 |
| Total | 5,419 | 100.0 | 4,042 | 100.0 |
They are attributed to:
| 2012 | 2011 | |||
|---|---|---|---|---|
| KEUR | % | KEUR | % | |
| Deliveries | 4,533 | 7.3 | 3,699 | 6.9 |
| Services | 47,084 | 75.5 | 39,345 | 73.5 |
| Licenses | 10,723 | 17.2 | 10,490 | 19.6 |
| Total | 62,340 | 100.0 | 53,534 | 100.0 |
The other operating income refer among other things to revenues from further sale of securities in the amount of KEUR 110 (previous year: KEUR 161), revenues from charging off short-term liabilities in the amount of KEUR 338 (previous year: KEUR 201), benefits in money's worth in the amount of KEUR 51 (previous year: KEUR 45), redemption of value adjustments from receivables in the amount of KEUR 62 (previous year: KEUR 294), and revenues from insurance refunds in the amount of KEUR 18 (previous year: KEUR 16). Foreign currency profits in the amount of KEUR 645 (previous year: KEUR 940) were entered with effect on profit in the reporting year.
Material costs were as follows during the business year:
| 2012 | 2011 |
|---|---|
| KEUR | KEUR |
| 7,534 | 6,889 |
| 4,110 | 2,848 |
| 11,644 | 9,737 |
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.
The following number of employees and trainees were employed on the average in the individual business years:
| 2012 | 2011 | |
|---|---|---|
| Employees | 490 | 443 |
| Trainees | 0 | 0 |
| 490 | 443 | |
Personnel costs developed during the business year as follows:
| 2012 | 2011 | |
|---|---|---|
| KEUR | KEUR | |
| Wages and salaries | 29,484 | 25,908 |
| Social costs | 5,082 | 4,218 |
| 34,566 | 30,126 |
In personal costs, KEUR 0 (previous year: KEUR 3) refer to expenditures for granted stock options, which were entered split during the salary period according to IFRS 2.
The other operational expenditures are as follows:
| 2012 KEUR 2,529 |
2011 KEUR 2,566 |
|---|---|
| 2,806 | 2,411 |
| 2,691 | 2,383 |
| 2,622 | 2,285 |
| 62 | 73 |
| 9,718 | |
| 10,710 |
The other operating expenses refer mainly to reserves for value adjustments in the amount of KEUR 625 (previous year: KEUR 1,060), provisions for reserves in the amount of KEUR 173 (previous year: KEUR 220), exchange rate losses in the amount of KEUR 282 (previous year: KEUR 758) as well as write-offs and losses of debts in the amount of KEUR 251 (previous year: KEUR 221). The other operational expenditures in the table above include payment to the auditing company for the Group Financial Statement as follows:
| 2012 | |
|---|---|
| KEUR | |
| Audit (individual accounts and Group audit) | 133 |
| Tax consultant services | 62 |
| 195 |
Shown are the proportional annual results of the companies valuated at-equity due to NEXUS Group in the amount of KEUR 0 (previous year: KEUR 2), expenses in the amount of KEUR 47 from divestiture of Nexus / Arabia Ltd., Riyadh (Saudi Arabia), and a profit in the amount of KEUR 133 from the revaluation of the interest valuated at-equity in VEGA Software GmbH, Aachen, within the context of initial consolidation.
From finance income, KEUR 200 (previous year: KEUR 168) are revenue from securities, KEUR 138 (previous year: KEUR 159) interest revenue from bank deposits, KEUR 0 (previous year: KEUR 3) interest received from executive bodies of the company, KEUR 89 (previous year: KEUR 21) revenue from value readjustments on securities of current assets and KEUR 54 (previous year: KEUR 52) on other interest receivable and similar income.
From finance expenses, KEUR 0 (previous year: KEUR 87) are write-offs and outflow losses from securities of current assets, KEUR 2 (previous year: KEUR 1) interest payments from bank liabilities, and KEUR 11 (previous year: KEUR 33) other interest payable and similar expenses. There was KEUR 0 (previous year: KEUR 0) capitalization of interest on borrowings in the reporting year.
Taxes on profit are composed of the actual tax expenses or actual tax amount and the deferred tax expenses or deferred tax amount. The actual tax liabilities or obligations are measured using the applicable tax laws on the cut-off 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 cut-off date, at the tax rate, which probably applies in the period during which the debt or liability is due. In 2011, all losses carried forward were checked for their value based on 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:
| 2012 | adapted** 2011 |
2011 | |
|---|---|---|---|
| KEUR | KEUR | KEUR | |
| Actual tax expenditure | -685 | -237 | -237 |
| – Current year | -649 | -152 | -152 |
| – Previous years | -36 | -85 | -85 |
| Deferred tax income** | 624 | 310 | 296 |
| – Formation / reversal of deferred differences |
624 | 309 | 295 |
| – From equity to consoli dated net income led to deferred taxes |
0 | 1 | 1 |
| -61 | 73 | 59 |
** Adjustment due to IAS 8.41 ff.
The corporate income tax including the solidarity tax and the trade 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, a domestic tax rate of 15.0% plus solidarity surcharge, i.e., 15.825% in total, was set for the Group tax burden, and rates between 11.55% and 16.38% were set for the trade tax on earnings depending on the municipality. Taxes on profit in foreign countries are between 11.4% and 33.3%. The shown tax expenses deviated from the expected tax expenses, which would have resulted from application of the nominal tax rate on NEXUS AG of 28.4% (previous year: 28.4%) on the result according to IFRS. 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:
| 2012 | adapted** 2011 |
2011 | |
|---|---|---|---|
| KEUR | KEUR | KEUR | |
| Result before tax on profit** | 5,823 | 4,524 | 4,636 |
| Profit tax expenses (previous year profit tax yield) At tax rate of 28.4% |
1,655 | 1,286 | -1,316 |
| Change of non-capitalized deferred taxes on losses carried forward |
1,544 | 1,399 | 1,399 |
| Tax rate differences at subsidiaries |
255 | 79 | 79 |
| Deviations from expenditures not deductible from taxes |
-107 | -26 | -26 |
| Previous year taxes and other deviations |
-98 | -93 | -77 |
| Tax expenses according to Statement of Income and Accumulated Earnings |
-61 | 73 | 59 |
** Adjustment due to IAS 8.41 ff.
The undiluted earnings per share results from the division of the consolidated surplus due to the stockholders by the average weighted number of stocks in circulation during the period. For calculating the diluted result per share, the consolidated surplus 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 diluted stocks, which result from the exercise of granted options.
There were no subscription rights from stock option programs in 2012, so that no dilution effect results. An average number of stocks of 14,406 thousand (previous year: 14,208 thousand) was used as the based for calculating the watered result per share.
| 2012 | adapted** 2011 |
2011 | |
|---|---|---|---|
| Group result (Group share) in KEUR |
6,128 | 4,672 | 4,770 |
| Average of issued shares in circulation (in thousands) |
14,406 | 14,208 | 14,208 |
| Result per share in KEUR (diluted and undiluted) |
0.43 | 0.33 | 0.34 |
** Adjustment due to IAS 8.41 ff.
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. Other expenditures affecting payment essential result from currency effects related to intangible assets.
In 2012, the cash flow from current transactions decreased compared to the previous year to KEUR 8,276 from KEUR 10,995. High down payments were the reason for the extraordinarily high cash flow in the previous year.
The cash flow from investment activities is considerable more negative at KEUR -12,990 (previous year: -17,650) than in the previous year. The company purchases and the investments in intangible assets, especially in development services, were also the focus of investment activities in 2012. In addition, payments were made to financial assets within the context of short-term cash management.
The cash flow from financing activity was influenced especially by the capital increase via issue of new shares (KEUR 6,996) and currently by the initial payment of dividends (KEUR 1,428) to our stockholders.
The amount of financial resources is composed of liquid funds (cash balance and credit balance at banks) minus account adjustment liabilities to banks.
According to IFRS 8, operative business segments are to be differentiated based on internal controlling and reporting. The Executive Board of Nexus AG monitors the earning power at regular intervals as the highest decision-making body and makes its decisions about distribution of resources base on the business units NEXUS / CIS, NEXUS / CSO, NEXUS / DIS, NEXUS / HOSPIS, NEXUS / QM, NEXUS / NCS and NEXUS / HCS.. Consequently, the business units are the operative segments in the sense of IFRS 8. The legal units included in the Group Financial Statement are also each allocated completely to a business unit. Each business unit is thus composed of one or more legal units.
In the business units NEXUS / CIS, NEXUS / CSO, NEXUS / DIS, NEXUS / QM, NEXUS / HOSPIS (CH) and NEXUS / NCS, software solutions for the healthcare system are developed and marketed in administrative and medical areas. Because the economic development of these business units reacts to external influences, the products and services offered are similar and the performance-creation process is almost identical as well as the fact that the customers and sales methods are very similar or identical, these six business units are combined in the Healthcare Software segment with mandatory reporting analog to internal reporting pursuant to IFRS 8.
Management controls the segments via the operational segment result.
The operative segment NEXUS / HCS not allocated to the Healthcare Software reporting segment reports as independently operating Healthcare Service segment with mandatory reporting. The companies combined under Healthcare Service are managed uniformly. Central services and solutions for hotline and application support, hardware services and solutions, interface services and solutions as well as external quality assurance and software deployment are provided under the name NEXUS / CCC. NEXUS / IT provides the guiding functions in daily management of the hospital IT department from operational management all the way to taking care of the software applications used and user support.
EDP-supported process consulting, including SAP consulting, is mainly offered under the brand ASS.TEC GmbH. The balance sheet and valuation methods of both segments with mandatory reporting correspond to the same accounting methods as external reporting. Transactions between the segments are settled at customary market conditions.
In the following, revenue and results as well as segment assets and segment liabilities are presented for the individual Group segments that have mandatory reporting: see next page.
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.
| 2012 | adapted** 2011 |
2011 | |
|---|---|---|---|
| KEUR | KEUR | KEUR | |
| Sales | |||
| Germany | 34,456 | 29,385 | 29,385 |
| Austria | 1,269 | 1,213 | 1,213 |
| Switzerland / Liechtenstein |
23,407 | 20,907 | 20,907 |
| Other regions | 3,208 | 2,029 | 2,029 |
| 62,340 | 53,534 | 53,534 | |
| Assets* | |||
| Germany | 37,848 | 24,307 | 24,307 |
| Austria | 14 | 22 | 22 |
| Switzerland / Liechtenstein |
12,483 | 15,460 | 14,097 |
| Other regions | 1,074 | 0 | 0 |
| 51,419 | 39,789 | 38,426 |
*Without financial assets ** Adjustment due to IAS 8.41 ff.
As of 31 December 2011 and 31 December 2010, no customers were identified, with whom the Group achieved at least 10% of its sales revenue in the past business year.
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. The following explanations supplement the explanations about the information about risks in Management Report.
Financial instruments, which might cause a concentration of a non-payment risk for the company, are mainly assets at mostly at renowned financial institutes in Germany and Switzerland, customary market securities and trade receivables. The means of payment and means of payment equivalents of the company are mainly in euros, Swiss francs and US dollars. The marketable securities concern pension funds. The com pany continually monitors its investments at financial institutes, who are its contractual partners for the financial instruments, as well as their credit worthiness, and cannot detect any risk of non-fulfillment. 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 is no exposed non-payment risk for performance receivables anymore in the Group as of the balance sheet key date (previous year: KEUR 756). All other theoretical, individual risks in the area of claims against customers are below EUR 0.5 million on the balance sheet cutoff date and refer mainly to institutes of the healthcare system in Germany and Switzerland (hospitals, clinics, etc.). There were trade account receivables diminished in value in the amount of KEUR 1,722 on 31 December 2012 (previous year: KEUR 1,646) (cf. 9. Receivables from Goods and Services). The default risk is limited to the book value.
All financial liabilities are due within one year. The Group strives to have sufficient means of payment and equivalents for these or have corresponding credit lines to fulfill its obligations over the coming years. In addi-tion, the company has approved capital available in the amount of KEUR 6,353 (previous year: KEUR 6,488) for further capital increases.
With the claims for loans shown under other financial assets against a third party in the amount of EUR 0.7 (previous year: EUR 0.8 million), there is another important risk concentration. This claim for the loan is collater-alized with encumbrance of real property in the amount of EUR 1.4 million (3rd preference). An indication of value reduction of the claim for the loan does not exist. The maximum risk amount results from the book value of the capitalized finance instruments.
Exchange rate risks are created by sales made in Switzerland, the USA and other regions in CHF, USD and other regions as well as the resultant receivables, which are subject to exchange rate fluctuations until payment.
| Segment Reporting | Healthcare Software | Healthcare Service |
Consolidation | Group | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2012 | adapted** 2011 |
2011 | 2012 | 2011 | 2012 | 2011 | 2012 | adapted** 2011 |
2011 | |
| KEUR | KEUR | KEUR | KEUR | KEUR | KEUR | KEUR | KEUR | KEUR | KEUR | |
| External sales | 56,921 | 49,492 | 49,492 | 5,419 | 4,042 | 62,340 | 53,534 | 53,534 | ||
| – Deliveries | 3,265 | 2,557 | 2,557 | 1,268 | 1,142 | 4,533 | 3,699 | 3,699 | ||
| – Services | 43,606 | 36,744 | 36,744 | 3,478 | 2,601 | 47,084 | 39,345 | 39,345 | ||
| – Licenses | 10,050 | 10,191 | 10,191 | 673 | 299 | 10,723 | 10,490 | 10,490 | ||
| Intersegment sales | 79 | 41 | 41 | 4,342 | 3,971 | -4,421 | -4,012 | 0 | 0 | 0 |
| Segment sales | 57,000 | 49,533 | 49,533 | 9,761 | 8,013 | -4,421 | -4,012 | 62,340 | 53,534 | 53,534 |
| Divisional operating result** | 4,798 | 3,142 | 3,254 | 604 | 965 | 5,402 | 4,107 | 4,219 | ||
| Result from companies valuated at equity |
-47 | 135 | 135 | |||||||
| Financial income | 481 | 403 | 403 | |||||||
| Financial expenses | -13 | -121 | -121 | |||||||
| Profit before tax** | 5,823 | 4,524 | 4,636 | |||||||
| Period result** | -61 | 73 | 59 | |||||||
| Consolidated Surplus** | 5,762 | 4,597 | 4,695 | |||||||
| Are attributable to: | ||||||||||
| – Stockholders of NEXUS** | 6,128 | 4,672 | 4,770 | |||||||
| – Minority interest | -366 | -75 | -75 | |||||||
| Segment assets** | 76,159 | 63,423 | 62,060 | 5,052 | 921 | 81,211 | 64,344 | 62,981 | ||
| Financial assets | 43 | 130 | 130 | |||||||
| Other assets | 2,324 | 2,191 | 2,191 | |||||||
| Credited deferred taxes | 4,174 | 3,033 | 3,033 | |||||||
| Receivables from tax on profits |
509 | 52 | 52 | |||||||
| Cash an balance in bank | 12,906 | 12,033 | 12,033 | |||||||
| Total Assets** | 101,167 | 81,783 | 80,420 | |||||||
| Segment debt** | 24,305 | 19,359 | 17,936 | 2,593 | 1,400 | 26,898 | 20,759 | 19,336 | ||
| Finance liabilities | 385 | 88 | 88 | |||||||
| Liabilities to income taxes | 513 | 172 | 172 | |||||||
| Other tax liabilities | 1,418 | 1,244 | 1,244 | |||||||
| Debited deferred taxes** | 3,840 | 1,463 | 1,425 | |||||||
| Total Liabilities** | 33,054 | 23,726 | 22,265 | |||||||
| Investments** | 5,308 | 6,057 | 5,741 | 218 | 203 | 5,526 | 6,260 | 5,944 | ||
| Amortisation** | 6,326 | 6,429 | 6,317 | 173 | 91 | 6,499 | 6,520 | 6,408 |
Nexus AG does not take any long-term loans. No cash flow interest risk exists. The securities concern pension funds. The investments are subject to an interest or market value risk. The fair-value risk was entered directly under other income 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 or decrease in value.
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. 44.7% of its sales outside of the euro sphere in 2012 (previous year: 45.1%). We incur costs in Swiss francs due to our operations in Switzerland, but only slight costs in US dollars. As of 31 December 2012, the Group had holdings in USD in the amount of TUSD 60 = KEUR 45 (31 December 2011: TUSD 2,834 = KEUR 2,191) and holdings in Swiss francs in the amount of TCHF 4,223 = KEUR 3,498 (31 December 2011: TCHF 1,753 = KEUR 1,442). There were trade account receivables in foreign currency in the amount of TSAR 0 = KEUR 0 (31 December 2011: TSAR 4,115 = KEUR 848) as well as TCHF 8,291 = KEUR 6,868 (31 December 2011: TCHF 8,733 = KEUR 7,179). The trade accounts payable in foreign currency were TCHF 1,502 = KEUR 1,244 (31 December 2011: TCHF 1,473 = KEUR 1,211) on 31 December 2012; the liabilities in USD are not substantial as was the case in the previous year. Derivative financial instruments are used for controlling the currency risk. A hedging relation did not exist on the balance sheet cut-off date. 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% respectively. If the euro had appreciated (depreciated) in value 10% compared to the US dollar on the balance sheet cut-off date, the Group result before taxes would have been reduced (increased) by KEUR 5 (previous year: KEUR 219). 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 562 (previous year: KEUR 597).
The main office of the subsidiaries, NEXUS / Schweiz GmbH (100%), NEXUS Medizinsoftware und Systeme AG (99.98%) and Flexreport AG (100%), Domis Consulting AG (100%), Synergetics AG (60%) 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 context 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. Net profits of the category FVTPL (HfT) are shown under position Other Operating Income. The net profits / losses of the category AfS contain reduction losses of KEUR 0 (previous year: KEUR 87), which are entered in the position Finance Expenses. Profits are shown under Finance Income.
No impairments of value in the reporting year (previous year: due to sales of securities KEUR 611) from the valuation reserve for financial instruments were recorded affecting expenditures in the Profit and Loss Account in the reporting year as was the case in the previous year. The net profits / losses of the category loans and receivables contain reduction losses of KEUR -893 (previous year: KEUR -1,281). These are shown in item Other Operating Expenses. Profits from value adjustments in the amount of KEUR 131 (previous year: KEUR 294) are shown under Other Operating Income.
The net profits and losses from financial instruments ( according to valuation category) can be summarized as follows:
| 2012 | 2011 | |
|---|---|---|
| KEUR | KEUR | |
| FVTPL (HfT)* | 81 | -81 |
| AfS | 89 | 69 |
| LaR | -762 | -987 |
| FLAC* | 0 | 0 |
| -592 | -999 |
* (KEUR 0; previous year KEUR 0). Net losses are shown in the Other Operating Income (KEUR 0; previous year: KEUR 81)
Interest income / expenses from financial instruments, which were not valuated with adjusted current value as revenue, were as follows in the business year 2012:
| Interest earned / interest costs from financials instruments |
2012 | 2011 |
|---|---|---|
| KEUR | KEUR | |
| Interest earned | 392 | 382 |
| Interest costs | 13 | 66 |
| 379 | 316 |
Interest revenue refers to financial instruments of the category AfS with KEUR 143 (previous year: KEUR 94). Interest revenue on value-reduced financial assets was KEUR 143 (previous year: KEUR 94).
The following overview presents the financial instruments carried in the balance sheet at the adjusted current market value, on which all essential parameters of valuation are based. The individual levels are defined accord-ing to IFRS 7:
Level 1: Valuation with prices noted on active market (used unchanged) for identical assets and liabilities.
Level 2: Valuations for the asset of liability is either direct (as price) or indirect (deduced from prices) on the basis of observable input data, which do not represent any quoted price according to level 1.
Level 3: Valuation on the basis of models with input parameters not observed on the market.
| 12/31/2012 | ||||
|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | |
| Financial assets | 2,145 | 0 | 0 | 2,145 |
| Investment in securities |
2,145 | 0 | 0 | 2,145 |
| Financial depts | 0 | 0 | 0 | 0 |
| Derivates without relation to hedge funds |
0 | 0 | 0 | 0 |
| 12/31/2011 | |||||
|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | ||
| Financial assets | 2,056 | 0 | 0 | 2,056 | |
| Investment in securities |
2,056 | 0 | 0 | 2,056 | |
| Financial depts | 0 | 81 | 0 | 81 | |
| Derivates without relation to hedge funds |
0 | 81 | 0 | 81 |
| 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.
There were no contingent liabilities on 31 December 2012 as was the case on the cut-off date in the previous year.
NEXUS AG is the highest ranking parent company. Insignificant transactions were conducted with the affiliated company G.I.T.S. Gesundheitswesen IT-Service GmbH, Fürstenfeldbruck, for the Group during the reporting period. Overall, sales in the amount of KEUR 60 (previous year: KEUR 60) and purchases in the amount of KEUR 0 (previous year: KEUR 76) were made. There were no outstanding trade accounts receivable or trade account payables on the cut-off date as was the case in the previous year. There were no business transactions with the affiliated companies Medidata GmbH, Berlin, and Palladium-med GmbH, Berlin, in the business year. Debes Consulting GmbH, Heiden (CH), provides management services for a Swiss subsidiary. Purchases in the amount of KEUR 169 (previous year: KEUR 54) were made here during the business year. There were also trade accounts payable in the amount of KEUR 94 (previous year: KEUR 25). RPS Invest AG, Pfäffikon (CH), provides management services for a Swiss subsidiary. Purchases in the amount of KEUR 285 were made here during the business year. In addition, there are trade accounts payable in the amount of KEUR 1 Cdot AG, Wilen near Wollerau (CH), receives services from a Swiss subsidiary. KEUR 9 of outstanding receivables existed
on the cut-off date. Turnover with services amounted to KEUR 70 in the business year. Sales to and purchases from affiliated companies are at normal market conditions.
Management members in key positions are only management members (Supervisory Board and Executive Board) of the Group parent company NEXUS AG. In addition to their work in the Super-visory 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 2012, the expenses for such service fees amounted to KEUR 147 (previous year: EUR 102). There were outstanding trade accounts payable in the amount of KEUR 0 on the balance sheet cut-off date (previous year: KEUR 11). In addition, Group companies provide services to Supervisory Board members and invoice them in line with customary market conditions. In 2012, the revenues from such services amounted to KEUR 113 (previous year: EUR 90). There were outstanding trade account receivables in the amount of KEUR 36 on the balance sheet cut-off date (previous year: KEUR 56). There are no other relations to affiliated persons requiring reporting other than the information already reported at this place and other places.
The outstanding positions at the end of the business year are not collateralized, non-interest 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 2012 as was the case on the cut-off date of the previous year. 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.
| 2012 in KEUR as of 12/31/ | Category according to IFRS 7.6 |
Value to be attributed |
Book Value |
Valuation rate on the balance sheet category ias 39 |
|||
|---|---|---|---|---|---|---|---|
| Valuation | As of 31/12/2012 |
As of 31/12/2012 |
FVTPL (HfT) |
AfS | LaR | FLAC | |
| Assets | |||||||
| Securities | at adjusted current market value |
2,145 | 2,145 | – | 2,145 | – | – |
| Open-market credits | continued procurement costs |
8,000 | 8,000 | 8,000 | |||
| Cash and balance in bank | – | – | 12,906 | – | – | – | – |
| Trade receivables |
continued procurement costs |
18,465 | 18,465 | – | – | 18,465 | – |
| Receivables from companies valued at-equity | continued procurement costs |
22 | 22 | – | – | 22 | – |
| Project contracts with balances due from customers actively |
657 | 657 | 657 | ||||
| Other original financial assets |
continued procurement costs |
1,260 | 1,260 | – | – | 1,260 | – |
| 30,549 | 43,455 | – | 2,188 | 28,404 | – | ||
| Liabilities | |||||||
| Financial liabilities | continued procurement costs |
385 | 385 | – | – | – | 385 |
| Trade accounts payable | continued procurement costs |
4,079 | 4,079 | – | – | – | 4,079 |
| Derivates without relation to hedge funds | at adjusted current market value |
– | – | – | |||
| Other non-derivative financial liabilities | continued procurement costs |
8,624 | 8,624 | – | – | – | 8,624 |
| 13,088 | 13,088 | – | – | – | 13,088 |
| 2011 in KEUR as of 12/31/ | Category according to IFRS 7.6 |
Value to be attributed |
Book Value |
Valuation rate on the balance sheet category ias 39 |
||||
|---|---|---|---|---|---|---|---|---|
| Valuation | As of 12/31/2011 |
As of 12.31/2011 |
FVTPL (HfT) |
AfS | LaR | FLAC | ||
| Assets | ||||||||
| Securities | continued procurement costs |
2,056 | 2,056 | – | 2,056 | – | – | |
| Open-market credits | continued procurement costs |
8,000 | 8,000 | – | – | 8,000 | – | |
| Cash and cash equivalents |
– | – | 12,033 | – | – | – | – | |
| Trade receivables |
continued procurement costs |
14,168 | 14,168 | – | – | 14,168 | – | |
| Receivables from companies valued at-equity | continued procurement costs |
11 | 11 | – | – | 11 | – | |
| Project contracts with balances due from customers actively |
185 | 185 | – | – | 185 | – | ||
| Other original financial assets |
continued procurement costs |
1,328 | 1,328 | – | – | 1,328 | – | |
| 25,748 | 37,871 | – | 2,056 | 23,692 | – | |||
| Liabilities | ||||||||
| Financial liabilities | continued procurement costs |
88 | 88 | – | – | – | 88 | |
| Trade accounts payable | continued procurement costs |
3,444 | 3,444 | – | – | – | 3,444 | |
| Derivates without relation to hedge funds |
at adjusted current market value |
81 | 81 | 81 | – | – | – | |
| Other non-derivative financial liabilities | continued procurement costs |
4,496 | 4,496 | – | – | – | 4,496 | |
| 8,109 | 8,109 | 81 | – | – | 8,028 |
| Other original financial assets |
continued procurement costs |
5,919 | 5,919 | – | – | – | 5,919 |
|---|---|---|---|---|---|---|---|
| 9,532 | 9,532 | 81 | – | – | 9,451 |
The following persons are members of the Supervisory Board:
The overall remuneration of the Supervisory Board amounted to KEUR 112 (previous year: KEUR 112).
The Executive Board:
The total salaries of the Executive Board are as follows:
| 2012 | 2011 | |
|---|---|---|
| Salary components | KEUR | KEUR |
| Non-performance-related component |
613 | 569 |
| a) Short termed benefit | 588 | 538 |
| b) Benefit after employment | 25 | 31 |
| Performance-related component | 350 | 382 |
| Component with long-term incentive with adjusted current value |
0 | 53 |
| Summe | 963 | 1,004 |
Severance payments were not made. Based on the resolution of the general stockholders meeting of 23 May 2012, no individualized information about the salaries of Executive Board members is provided.
No more stock options were issued to the Executive Board members on the balance sheet cut-off date. Stock-based compensation was agreed upon with the Executive Board members in December 2011. It is composed of 100,000 virtual stock options, which will become due in 2015 are based on the development of stock prices between 2012 and 2014. The adjusted current value at granting was KEUR 53 in 2011. KEUR 40 were added corresponding to the vesting period in 2012.
A loan in the amount of KEUR 250 was granted to an Executive Board member in 2008, which was paid back in regular installments. The final installment of KEUR 52 was repaid in the reporting year. The interest rate for the granted loan was 4% p.a. There were no loans to members of Executive Board as of 31 December 2012.
In the business year 2011, the number of stocks held by the Executive Board and the Supervisory Board changed as shown in the list below.
| Supervisory Board | Number of shares |
Number of Options |
|---|---|---|
| Dr. jur. Hans-Joachim König | 101,239 in 2011 (101,239) |
0 in 2011 (0) |
| Prof. Dr. Alexander Pocsay | 121,500 in 2011 (121,500) |
0 in 2011 (0) |
| Erwin Hauser | 15,000 in 2011 (15,000) |
0 in 2011 (0) |
| Prof. Dr. Ulrich Krystek | 0 in 2011 (0) |
0 in 2011 (0) |
| Diplom-Betriebswirt FH Wolfgang Dörflinger |
0 in 2011 (0) |
0 in 2011 (0) |
| Diplom-oec. Matthias Gaebler | 0 in 2011 (0) |
0 in 2011 (0) |
| Executive Board | ||
| Dr. Ingo Behrendt Dipl. Betriebswirt (MBA) |
169,000 in 2011 (169,000) |
0 in 2011 (0) |
| Ralf Heilig Dipl. Betriebswirt (MBA) |
135,350 in 2011 (135,350) |
0 in 2011 (0) |
| Edgar Kuner (Dipl.-Ingenieur) | 248,051 in 2011 (248,051) |
0 in 2011 (0) |
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, do not exist.
The Supervisory Board and the Executive Board of NEXUS AG submitted the statement required according to Section 161 of the German Stock Corporation Law on and made it continually accessible on the Group homepage at www.nexus-ag.de – Investor Relations – Corporate Governance.
Villingen-Schwenningen, 18 March 2013
NEXUS AG The Executive Board
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 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 the actual relations as well as the essential chances and risks of the probable development of the Group are described.
Villingen-Schwenningen, 18 March 2013
NEXUS AG The Executive Board
We have audited the Group Financial Statement drawn up by the NEXUS AG, Villingen-Schwenningen, composed of Group Balance Sheet, Group Profit And Loss Account, Group Statement of Comprehensive Income, Group Cash Flow Statement, Group Equity Capital Modification Account and Group Appendix as well as the Group Status Report for the business year from 1 January until 31 December 2012. 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 (HGB) 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 regulations 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 Section 315a para. 1 of the German Commercial Code (HGB), 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, 22 March 2013 KPMG AG Auditing Company
Brantner Kern Auditor Auditor
NEXUS AG, Auf der Steig 6, D-78052 Villingen-Schwenningen Telephone +49 (0)7721 8482-0, Fax +49 (0)7721 8482-888 www.nexus-ag.de, [email protected]
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