Annual Report • Mar 25, 2014
Annual Report
Open in ViewerOpens in native device viewer
| 2013 | adjusted** 2012 |
Change (in %) |
|
|---|---|---|---|
| Sales and Operating Result | KEUR | KEUR | |
| Sales | 73,263 | 62,340 | 17.5 |
| HC Software Sales | 64,940 | 56,921 | 14.1 |
| HC Software Service | 8,323 | 5,419 | 53.6 |
| Domestic Sales | 41,885 | 34,456 | 21.5 |
| Sales in Foreign Countries | 31,378 | 27,884 | 12.5 |
| Operating result | 6,920 | 5,368 | 28.9 |
| Group Result before Tax on Income | 7,078 | 5,789 | 22.3 |
| Consolidated surplus | 7,220 | 5,728 | 26.1 |
| EBITDA | 13,998 | 11,820 | 18.4 |
| Earnings per Share | 0.50 | 0.42 | 19.1 |
| Investments and Depreciations | |||
| Investments in Intangible and Fixed Assets | 4,658 | 5,526 | -15.7 |
| Depreciation | 7,078 | 6,499 | 8.9 |
| Assets, Equity Capital and Payables | |||
| Total Assets | 101,966 | 101,167 | 0.1 |
| Fixed Assets (without deferred taxes) | 51,525 | 51,593 | 0.0 |
| Current Assets / Short-Term Assets | 46,744 | 45,400 | 3.0 |
| Net Liquidity | 23,804 | 23,051 | 3.3 |
| Equity Capital | 72,369 | 68,113 | 6.3 |
| Equity Ratio (in %) | 71.0 | 67.3 | 5.5 |
| Bank Loans | 195 | 385 | -49.4 |
| Cash Flow Business Operations | 10,544 | 8,276 | 27.4 |
| Cash Flow from Investment Activities | -3,687 | -12,990 | 71.6 |
| Users of NEXUS Solutions | 180,320 | 158,600 | 13.7 |
| Employees (on the cut-off date) | 644 | 566 | 13.8 |
** Adjustment due to IAS 19 (revised).
"I am excited about our new software generation. It is even simpler and more strongly focused on medical and nursing processes. It has the potential to become the market leader!"
Dr. Ingo Behrendt Chief Executive Officer of NEXUS AG
Letter to Our Stockholders 6
Highlights 14
Innovations 18
Our NEXUS World: Everything at a Glance 22
Report of the Supervisory Board 24
Annual Financial Statement for the Business Year 28
Consolidated Financial Statement 60
Group Appendix for the Business Year 68
Assurance of Legal Representatives 109
Auditor's Certificate 110
"New operating concepts in our software modules, apps for mobile terminals, increased automation for data entry, new modules for radiology, endoscopy, cardiology and for rehabilitation clinics": We worked hard in 2013 to adapt our software even better to the requirements of our users and set new standards in many areas of our industry. The successes are obvious:
Many hospitals also decided in favor of our solutions in 2013 and consequently demonstrated that our product development currently fulfills the expectations of the market and especially the expectations of users precisely.
The principles of our product development To develop software that is easy to use, is focused strongly on the respective medical processes and helps users to take care of documentation as well as information searches quickly! We see the success of our products and the basis of our overall business model in these factors.
With approx. EUR 11.5 million, we again invested approx. 16% of our sales in product development and consequently documented the long-term approach of our company. In spite of these high investments, we were also able to continue our trend of many years impressively in 2013: sales increasing in the two-figure percentage range with considerable profit increases.
We are very satisfied with these results, especially against the background that neither the overall economic environment nor our industry sector supported them.
The continuing weak economic development in many euro and Arab countries have result in further reductions in public budget expenditures in these countries. The pressure in our core markets Germany, Switzerland and Austria for reducing expenditures has not decreased either. The economic situation of many hospitals in these countries is very critical, and investments are delayed against the background of deteriorating general conditions. This is a situation, in which many institutions cannot use the potential provided by a modern software system. Against this background, we are concentrating our activities largely on national and international customer groups, who are willing to invest, and offer premium software and premium services there.
In accordance with the restrained development of our customers, the healthcare software industry consolidated further in 2013.
The circle of companies, which are able to fulfill the high requirements for solution scope and quality, is decreasing further, and the entry barriers for new competitors are very high. At the same time, all providers have to internationalize their activities to be able to afford the high product investment costs. NEXUS faced the challenges of internationalization at an early stage. Our comprehensive product portfolio provides us with additional marketing potential and market attractiveness. Today, we are able to market the majority of our products internationally and offer a great number of market-leading diagnostic information systems in addition to our core product "NEXUS / HIS".
In addition, we have provided complete solutions for senior citizen homes and also for rehabilitation institutions since 2013. This product range is a tremendous advantage for our customers, because they no longer have to face technical integration aspects and delivery from one source substantially reduces complexity for them.
We received orders from a total of 233 new customers in 2013. They include hospitals, rehabilitation institutions and nursing institutions as well as specialized medical offices. The majority of our new customers are in Germany and Switzerland. We were able to conclude 50 and 54 new contracts in hospitals and senior citizen homes respectively in these countries. Sixty-eight customers selected the NEXUS solution for quality management. NEXUS was especially successful in France, where 26 new customers for the areas of OP management and sterilization management decided in favor of us.
The number of incoming orders was somewhat less in the area NEXUS / HIS. After there were many bid invitations over the past years, only a few hospitals were looking for a new HIS in 2013. We were able to win a very important bid from one of them. NEXUS received a complete order from Marien Hospital Gelsenkirchen. Almost the complete product portfolio of NEXUS is included there. In other words, NEXUS also installs numerous of its own diagnostic modules in addition to NEXUS / HIS and is responsible for IT operation and user support in two hospitals (sites: Gelsenkirchen and Buer). In this order, NEXUS was able to convince thanks to its comprehensive product range and our ability to provide solutions from a cloud too.
We also achieved an essential share of our overall business in Switzerland in 2013. Pleasant news: We were able to expand our business considerably with our newly developed patient management system. We worked on this module intensively over the years and can now see how the market is accepting the product. The area of nursing solutions also continued to grow strongly in Switzerland. We were not only able to win numerous new customers there, but we were also able to enhance our product portfolio in the area with mobile nursing solutions thanks to the acquisition of syseca informatik ag, Lucerne (CH).
New customer business also developed very promisingly in France and Austria. We were able to get numerous new customers in both countries, especially in the areas of CSSD and operation theater solutions. One of these, which we would especially like to point out: the State of Lower Austria selected the CSSD solution from NEXUS within the context of a call for bids. This is an especially notable success for the product, which we first launched on the market in 2012. We were also able to convince several rehabilitation institutions of Vanguard Group concerning the value of NEXUS programs.
A certainly outstanding market success was provided by our new radiology information system (NEXUS / RIS) in 2013. The system fires the enthusiasm of radiologists, because we have created a product on our platform that enables a lot of time-saving during work and provides easy, intuitive and highly modern operation, which has long been in demand. A very positive market signal in this context is that we could acquire new customers both in hospital radiology wards and doctors in private practices.
With the extremely high number of new orders, we have impressively documented the exceptional position of the NEXUS product portfolio in 2013. At the same time, we were able to show that our new software generation is very well liked by users and can gain acceptance even in highly competitive segments.
It was extremely important in 2013 to introduce on-going large projects successfully and show that we are positioned technologically and organizationally in a way that we can master substantial project challenges.
We are extremely satisfied that we implemented all promised new installations and development projects in 2013. We were able to keep decisive schedule promises and fulfill the our performance promises to our customers. This is a great success. Examples include customers such as Offenburg Hospital (with nine clinics), GPR Hospital in Rüsselsheim, German Military Hospitals at four sites, the 11 hospitals in St. Gallen, Benghazi Medical Center in Libya and the installation of pathology in Eppendorf: We were able to start productive operation in a great number of new customers and increase the number of our users considerably. The high number of new customers within one year is an outstanding experience and a stress test for internal processes for NEXUS.
Total sales increased to EUR 73.26 million (previous year: EUR 62.34 million).
Compared to the previous year, sales thus increased by approx. 18 %. Sales in the Healthcare Software Division grew by 14.1 % to EUR 64.94 million (previous year: EUR 56.92 million). In the Healthcare Service Division, we were able to achieve EUR 8.32 million following EUR 5.42 million in the 2012 (+53.5 %). International business represented a share of 42.8 % in the total Group in 2013 following 44.7 % in the previous year.
We continued our program started in 2013 for expanding our market activities.
The goal of this program to position NEXUS in additional areas of the healthcare system and enhance our product portfolio.
We have created new offers and products for the segments "nursing institutions", "senior citizen homes", "operation theaters" and "central sterilization" since 2011. We have our own developments for this, but also pushed forward the acquisition of special providers. In 2012, we were able to enhance our products in the area of special diagnosing systems in endoscopy and cardiology.
We cultivated the market segment "rehabilitation clinics" further with the purchase of CoM.Med GmbH in 2013. With this company, we have acquired the expertise of 11 employees and a solution for administration and billing for rehabilitation clinics in Germany and Austria. We can now offer complete solutions for rehabilitation institutions from the NEXUS portfolio.
We also strengthened the area of ambulant care with acquisition of syseca informatik ag, Lucerne (CH) in 2013 and consequently made our portfolio in the nursing area complete. syseca informatik ag employs approx. 40 people and is considered a proven specialist company for ambulant nursing processes. The company already develops its products today on the technology platform of the NEXUS Group and provides comprehensive solutions for ambulatory medical care (SPITEX) and social welfare institutions. Together with the NEXUS subsidiary Domis Consulting AG, Altishofen (CH), this is creating the leading market provider for software solutions in the senior citizen sector in Switzerland.
In addition to our own development of software solutions, the technical and organizational integration of this company remains one of the focal topics of the NEXUS Group.
We invested approx. EUR 11.5 million in software development, i.e., approx. 16 % of sales revenue. We are securing our product lead on the market with these substantial investments.
The focal points of our development in 2013 were in the areas of "Intensive Module", "Radiology Information System", "Cytology System" and also the development of our Group-overlapping "User Containers" within the context of our "New Generation Strategy".
Our development focal point for 2014 is also there. The "Container" has special significance for our application strategy. Its introduction completes the conversion to the new technology generation in extensive areas of our application and standardizes the technology base of NEXUS systems at the same time.
In spite of substantial investments, we were able to increase our result figures very considerably once again in 2013.
We recorded profit before taxes of EUR 7.08 million following EUR 5.79 million in the previous year (+22.2%), and Group consolidated net income after taxes was EUR 7.22 million following EUR 5.73 million in the previous year (+26.0%).
The EBITDA amounted to EUR 14.0 million following EUR 11.82 million in the previous year (+18.4 %). The increase in our cash flow from operations is to be emphasized especially; we recorded an increase from EUR 8.28 million to EUR 10.54 million (+28 %) there. Cash funds of NEXUS Group increased to 23.8 million (2012: EUR 23.1 million).
The distribution of income in the NEXUS Group became more differentiated over the past months. Our dependency on individual, large projects has been reduced, and additional products have achieved substantial growth rates and contributions to earnings in addition to our core product NEXUS / HIS. Especially the products "Long-Term Care (NEXUS / HOME)" and "Diagnostic Systems (NEXUS / DIS)" have a large share in the result of the NEXUS Group. The increase in sales in the Healthcare Service Divisions also resulted in substantial group of the Group for the first time.
The NEXUS team is extremely satisfied overall with the results and the course of the fiscal year 2013.
The continuity of our development is especially notable against the background of the strong growth and result improvements of the last years. To continue this development, we are focusing on the topics "customer satisfaction" and "innovation programs" in our business policy. The goal is to secure the continuity of our development in the long term thanks to satisfied customers and very innovative products.
To this end, we have hired more staff for the NEXUS/CUSTOMER CARE CENTER. With this, we are targeting a new level of customer satisfaction thanks to better and direct contact to our customers over the coming months. The great increase in customers over the past years is providing us with an excellent opportunity to increase the quality of our service even more.
Following the increase of growth of the past years, we want to ensure that service quality and innovative force keep pace with the development.
The capital market also honored the good development of NEXUS AG in 2013 and displayed a great deal of interest in our stocks. Our stock price increased to EUR 10.95 (closing price on 30 December 2013, Xetra) at the end of 2013.
Dear stockholders, the NEXUS team thanks you for your trust and loyalty to our company. We want to 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 Development Chairperson Sales Chairperson
CHU LA REUNION (Centre Hospitalier Universitaire de la Réunion) has decided in favor of the touch-optimized software NEXUS / SPM to document preparation processes in central sterilization gaplessly and do justice to the high hygiene requirements of the university facilities. With a total of 1,780 beds and 25,000 operations per year, it is by far the largest medical facility on La Réunion. NEXUS / SPM handles the complete documentation of sterile materials and ensures substantial timesavings in the process thanks to its modern system structure.
1,780
beds
Greiz District Hospital has been a NEXUS / HIS customer for years. The solution has been enhanced decisively with the integration of the special diagnosis module from E&L for the areas of endoscopy and sonography. The solution has been expanded to other wards such as cardiology and pediatrics. The special diagnosis modules from E&L are integrated deeply into the NEXUS / HIS and represent an extremely valuable enhancement to the NEXUS portfolio.
With approximately 150 installations, NEXUS is one of the leading providers in the area of special software in cytology laboratories in Germany. MVZ Pulheim (Dr. Klimas), one of the largest German cytology institutes, has been working with the newest software generation NEXUS / CYTOLOGY since 2013. Several thousand examinations for cancer diagnosis of women are conducted in this institute. The new cytology solution, which depicts the complete process from specimen receipt to sending findings, accelerates the diagnosis process in routine operation and saves considerable time.
Ortenau Hospital is an association that is one of the most important in southern Germany with approx. 1,800 beds and 5,000 employees. The hospital group switched completely to the new hospital information system from NEXUS at the end of the year. This is a step that makes it possible to support the administration and treatment processes using IT considerably more strongly than previously. Simplification of the daily work of doctors and nurses was the focus of the introduction. With a modern client concept and individual support of user groups, the project is also exemplary from a technological standpoint.
The introduction of the hospital information system was interrupted in the Benghazi Medical Center during the pilot project in February 2011 due to the start of the revolution in Libya, but could be restarted in this past spring. It is a complete HIS, composed of patient management, electronic patient records, radiology information system, medication and materials management. Transparency, increases in efficiency and improvement of medical treatment quality are the core objectives of the HIS introduction. This is a project, which is generating a lot of attention in the new era of the healthcare system in Libya.
Care and medical treatment of people in their home environments is becoming an increasingly important aspect in the healthcare system and geriatric care. NEXUS entered the growth market of ambulant nursing software with purchase of syseca informatik ag, Lucerne (CH), the specialist for home care in Switzerland. The company had already developed its products on the technology platform for the NEXUS Group before the acquisition and provides complete solutions for SPITEX (home care) and social welfare institutions Together with the NEXUS subsidiary Domis, this is now the leading market provider for software solutions in the senior citizen sector in Switzerland. For NEXUS, the company acquisition provides the chance to support the trend to integrated care in the healthcare system even more strongly with its own complete range of products. From hospitals to rehabilitation and geriatric care institutions and all the way to ambulant nursing, NEXUS now has a comprehensive product offer unique on the market.
Within the context of complete outsourcing, NEXUS has become the main EDP contractor in the two institutions of St. Augustinus Gelsenkirchen GmbH. The core of the order is the introduction of NEXUS software (NEXUS / HIS) with all diagnostic modules (NEXUS / DIS) and quality management (NEXUS / QM). NEXUS is also taking responsibility for IT operations and equipment with the introduction of NEXUS software. NEXUS is providing a team on site for this, which is directly available to support users and advance expansion of the system.
"We want to ensure with this collaboration that our hospitals in Gelsenkirchen and Buer, our homes and care institutions, residential and office buildings as well as our kindergartens get a modern IT infrastructure and sustainable software. Thanks to collaboration with the software specialists NEXUS, we have set the foundation for this," Managing Director Peter Weingarten of St. Augustinus Gelsenkirchen GmbH commented on the new cooperation.
Reha
bilitati
on
In the new business area "REHA", NEXUS was already able to win bids on the first projects and also implement them in 2013. The software was implemented and operation started in Austrian rehabilitation clinics in Vienna, Kitzbühel and St. Veit/ Pongau. The solutions contain complete process support of the institutions, from patient and billing management, bed assignment planning, electronic records and all the way to writing discharge letters. The clinics belong to the VAMED Group, which provides the complete value chain in the healthcare area from consulting and development to planning and all the way to setup and management of health care institutions. NEXUS is supplying the rehabilitation HIS for the VAMED rehabilitation institutions.
domis
consulting ag
Four additional hospitals of the French VEDICI Group decided to use NEXUS / OPM to optimize efficiency and organization in their OP theaters. VEDICI Group is a private hospital group, which operates 31 hospitals with 4,500 beds in France. In addition to the NEXUS OP management system, VEDICI Group also uses the sterilization solution NEXUS / SPM. Smooth communication between OP theaters and the sterile services supply department is ensured thanks to the use of both systems parallel. NEXUS is the market leader in this segment in France in the
The non-profit Bethesda Alterszentren AG operates 10 senior citizen and nursing institutions in Switzerland today and provides services for old people. As strategic informatics partner of Bethesda, the NEXUS subsidiary Domis Consulting AG also provides additional products of the NEXUS Group in addition to senior citizen home software, including the complete IT system technology and homepage design. This also applies to the maternity clinic of Bethesda Hospital Basel. NEXUS / Obstetrics, including CTG monitoring from NEXUS, has been used there since October 2013.
NEXUS / PAT HO LOGY
25,000
patients annually
University Hospital Hamburg Eppendorf (UKE) has been working successfully with the pathology information system from NEXUS since November 2013. UKE is pursuing the goal of consolidating the heterogeneity of its information technology with the change of the pathology system. The modern, pioneering solution provides all required hospital and administrative information digitally for optimum treatment of patients. One of the core goals of the system installation is to eliminate media fragmentation in daily pathology and neuropathology work.
GPR Hospital in Rüsselsheim is considered one of the leading healthcare institutions in the region and has used IT as an essential tool for hospital organization for many years. Approx. 25,000 inpatients in more than 500 beds and about 80,000 outpatients are treated in the hospital annually.
With the introduction of NEXUS / HIS, the old system has been replaced and the number of autonomous ward solutions could be reduced substantially thanks to the use of NEXUS / DIS.
The development of innovations in medical informatics is still far from completed. Doctors, nurses and even patients expect more support from modern information systems, such as we already provide today, for their work and recovery. Consequently, NEXUS invests more than 11 million euros every year in new and improved software products. Here are a few examples of our development work:
NEXUS launched the new mobile product series on the market in 2013: apps, which can be installed easily on the mobile terminals of doctors and nurses and make work at beds or outside of hospitals a lot easier.
Innovations 2013
NEXUS / HIS stands for a modern information system focused on users and supports the complete administrative and medical/nursing areas in hospitals. Special feature: NEXUS/HIS also integrates all solutions for special diagnostic wards such as endoscopy and radiooncology.
Innovations 2013
ast operati on
Easy t o u se
We have obviously made a very positive impression on the market and users with the new NEXUS radiology solution, an integrated RIS / PACS solution. Maximum userfriendliness, extremely time-saving and completely adapted to the workflows in radiology. Innovations 2013
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 professionoverlapping view of patient medication.
Innovations 2013
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 remains in the HIS and customary software operation is maintained. Innovations 2013
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. Innovations 2013
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.
Innovations 2013
The intelligent diagnostics software for special diagnostics from NEXUS makes it possible for doctors to establish findings quickly and in high quality in the areas of endoscopy, cardiology and sonography. 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. Innovations 2013
NEXUS / HOME stands for a complete home information system, which contains the functions finances, resident management, treatment management and staff deployment. Almost 400 senior citizen homes are already working with the system today.
NEXUS has developed a solution with the software NEXUS / SPM, which supports the complete workflow of sterilized material supply and consequently provides an essential contribution to secure hygiene in hospitals. Completely integrated into the OP process, NEXUS / STERILIZATION ensures gapless documentation of the sterile materials process. The solution has been installed in more than 220 hospitals in the meantime. Innovations 2013
NEXUS provides a complete solution for psychiatric institutions from treating patients to key figure management for institution management. The product is highly specialized and the market leader in Germany with more than 150 customers. Innovations 2013
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.
patients are cared for daily using NEXUS
11.18 u was our highest stock price
users daily
hospitals work with our programs 2,955
180,320
35
We exhibited at 35 trade fairs and conventions in 2013
233
new customers decided in favor of us in 2013
using NEXUS software
NEXUS AG // Annual Report 2013 // 23
7,078 result in KEUR 644employees overall sales increase in 2013 25 18 % countries, in which we are represented 73,263 sales in KEUR KEUR invested in new developments in 2013 11,500 KEUR cash flow in 2013 10,500 85 of our customers work in direct % contact with customers
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 2013. The Supervisory Board has fulfilled its checking and monitoring obligations. The business transactions submitted for approval to the Supervisory Board due to legal and company statutes were checked and discussed with the Executive Board. In addition, the Chairperson of the Supervisory Board as well as his deputy were informed about the course of business at regular intervals. As previously, the current Supervisory Board members are Dr. Hans-Joachim König (Chairperson), Prof. Dr. Ulrich Krystek (Deputy Chairperson), Wolfgang Dörflinger, Matthias Gaebler, Erwin Hauser and Prof. Dr. Alexander Pocsay.
The Supervisory Board convened four regular meetings in the business year 2013. 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. The evaluation of the acquisition candidates was also oriented decisively to the goal of "expanding market activities" in 2013. In this context, especially solutions for rehabilitation and nursing institutions were discussed intensively.
The Supervisory Board dealt in depth the topic of "Corporate Governance" in its session on 16 December 2013, 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 2013. The Human Resources Board met once during the business year 2013 to prepare continuation of the Supervisory Board contracts with the current Supervisory Board members for the time starting from 1 January 2015 and to initiate negotiations. 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 2013 were audited with inclusion of the accounting of KPMG AG, Auditing Firm, Freiburg im Breisgau Branch. KPMG AG was appointed auditor of NEXUS AG as well as of the NEXUS Group for
the business year 2013 at the annual general meeting on 13 May 2013 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 on time; it checked them thoroughly and discussed them in detail in the meeting of the Auditing Committee and the Supervisory Board of 18 March 2014. The auditor also took part in the financial audit committee meeting and in the meeting on 18 March 2014 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 2014. No objections were raised following the final result of the check by the financial audit committee and the check by the Supervisory Board. The Supervisory Board 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 18 March / 24 March 2014.
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 2013.
Villingen-Schwenningen, 24 March 2014
Dr. Hans-Joachim König Chairperson of the Supervisory Board
NEXUS develops, sells and services software solutions for hospitals, specialist clinics and nursing homes. With the product groups:
1 The methodology and depiction of the Consolidated Report for the Business Year has been adapted to the new regulations of DRS 20. NEXUS has adopted IAS 19 (revised) since 1 January 2013. The changes of the accounting principles have been adopted retrospectively. The comparison figures 2012 have been adjusted. Due to the adaptation of IAS 19 (revised), KEUR 34 from the profit carried forward was reclassified into the cumulative other Group result.
IT solutions for problems of customers in the healthcare area are adapted and specific processes are depicted as well as specific services provided. NEXUS sells software solutions, installs them at customers' and handles maintenance of the solutions in the sense of further development and consulting.
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),Lugano (CH), Lucerne (CH) and Grenoble (F). NEXUS AG sets the decisive strategic orientation of the Group.
NEXUS Group is divided into two segments ("Healthcare Software" and "Healthcare Services") and into various subsidiaries within the segments (business areas). Each business area has its own business model. The basis of the business area strategies are the product program, market, technology and sales strategies of the complete Group. The segments and business areas are controlled via measurement of three uniform key figures (according to local accounting standards): "sales", "result before taxes" and "relative market position". "Relative market position" denotes the development of segment or business area relative to the essential competitors, measured by the number of bids won insofar as this information is available. The key figure "human resources" used in the previous years is no longer measured as performance indicator. The sales ratio per employee was especially calculated there. Due to the continuing differentiated regions, in which NEXUS is active, and the different wage structures in the Group, this index has lost its significance. The Executive Board checks the key figures quarterly.
NEXUS Group does not conduct any research, but instead only software development. In 2013, development on the products "NEXUS / KIS", "NEXUS / HIS", "NEXUS / MEDICATION" and "NEXUS / STERILIZATION" as well as the development of "NEXUS New Generation" was continued. Substantial funds were invested further in the development of the radiology module (NEXUS / RIS) and the intensive care module (NEXUS / PDMS). The French billing and patient management solutions as well as the new mobility platform of NEXUS Group are new in the development sector.
Development costs in the amount of KEUR 4,514 were capitalized in 2013. As a result, development costs remained at the same level as the previous year (previous year: KEUR 4,300). In addition to the cited new products, the developments capitalized in 2013 also contain performances, which are connection with the further development of existing NEXUS products.
Development investments, which can be capitalized, amounting to approx. KEUR 4,300 are planned for the business year 2014. A total of 210 people were employed in the development sector in the fiscal year (previous year: 173). A total of KEUR 11,540 (previous year: KEUR 11,373) were spent for development. Of the sales in 2013, KEUR 13,862 (previous year: KEUR 10,723) are thanks to license revenue.
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.
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 2014, which are significant for our technology strategy:
Parts of the PC market have shifted to mobile terminals over the past years. Some of the staff in hospitals are also equipped with mobile terminals and no longer with PCs. This is especially the case in hospitals with 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. Mobile terminals will become more diversified, and additional types, interaction options and user contexts will be created. Hospitals will have to offer user models such as "Bring Your Own Device (BYOD)" and consequently create new challenges for IT departments. NEXUS has to adjust to the different user models and adapt its own product range.
Many experts believe that the significance of mobile apps will continue to grow. The "Mobile Health Market Report 13-17" expects a global market volume of US \$1.3 billion for mobile healthcare apps in 2014 and predicts strong increases for the following years. Conventional software programs are being subject to increased pressure and their market is shrinking. The native apps currently still determining the market will be replaced by web apps in the long term according to many experts. According to Gartner, the script language JavaScript will be improved so much in 2014 that browsers and HTML5 will become the most popular enterprise development environments. 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. In this context, it is expected that the market for tools to create apps will maintain its complexity. No tool will be able to handle all different mobile applications equally. NEXUS considers the development of mobile applications to be the decisive trend for future business in the software market of the healthcare system.
Many experts believe that company-specific app stores will play a pivotal role in this trend. IT departments are increasingly developing to market places, where user-specific applications (apps) can be loaded on their mobile terminals. This is a vision that can simplify provision of applications especially in the heterogeneous user environments of hospitals.
Result before tax on income in KEUR +22.3 % compared to previous year
** Adjustment due to IAS 19 (revised).
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.
This term describes the growing market for improved standards for the programmability of infrastructures and interoperability. It is defined decisively by a cloud's own automation. Gartner sees various initiatives connected with the classification term SDx such as OpenStack, OpenFlow, the Open Compute Project and Open Rack.
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 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.
Number of employees in the NEXUS Group respectively on 31 December (including Executive Board members)
Germany Frankfurt (Main), Ismaning, Jena, Ratingen, Singen, Villingen-Schwenningen
France Grenoble
Switzerland Altishofen, Basel, Wallisellen
Austria Vienna
Cloud services are becoming increasingly established, both as applications for private users as well as IT solution for companies According to BITKOM, sales with cloud services will probably increase to 20.1 billion euros by 2016. Hospitals are also analyzing increasingly which tasks are to be shifted to the cloud. The cloud offer is becoming more diversified in this context; topics such as hybrid cloud are increasing, i.e., personal cloud and external private cloud will merge. Offers for private infrastructures as service (IaaS) will be created, for example. Cloud/client architectures will also play a greater role according to Gartner. The client has the role of an application on a networked device in cloud/client architecture. In this context, the server is a combination of various services, which run on an increasingly elastic and scalable cloud computing platform. The cloud is the central control point, and applications can be spread over multiple clients/devices, whereby the clients can be both native applications as well as browser-based. The era of the personal cloud is initiated with that, and terminals will increasingly lose significance. No device will function as central hub anymore. The cloud will handle this task and be used by numerous different terminals.
A trend, which Gartner calls "The Internet of Everything" will be decisively for future application design. Not only things will be networked in the future, but also people, information and places. In future technology design, ideas have to go beyond networking things such as cars, televisions and sensors, and to develop all potential.
Outlook: NEXUS considers the decisive developments of the coming years to be in the areas of mobility, cloud computing and conversion of platforms. As a result, all essential components of the current IT environment are changing. For NEXUS as a supplier of innovative software solutions, it is decisively important to evaluate the developments described above and oriented its own development projects to them.
Consolidation in the industry of suppliers for hospital information systems in Germany, France, 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. The American McKesson announced in 2013 that it wants to sell its software activities in Europe. At the same time, 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 positioning of NEXUS in the healthcare system has been communicated clearly in the meantime, and the order successes have resulted in a high degree of familiarity of the company over the past years. The expansion of sales activities to new business areas has also been pursued continually in 2013, and considerably increased sales and order successes could be achieved in the areas of rehabilitation, geriatric care as well as regionally in Austria and France.
The sales year 2013 was very successful for NEXUS AG with 233 new customers in the overall Group.
This applies especially to the core markets Germany and Switzerland. However, we were also able to record a substantial number of orders received in France. In the area of complete systems, five 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, 68 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 26 new customers selected NEXUS in France.
The company divisions of NEXUS did not change in 2013. As previously, business is divided into business areas, 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 2013, 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.
A few changes were made to the investment structure in 2013:
With sales of EUR 73.3 million, NEXUS AG surpassed its previous year's sales of EUR 62.3 million by a considerable amount. The result before taxes increased from EUR 5.8 million in the previous year to EUR 7.1 million. The market position of NEXUS AG has improved further thanks to the new orders, especially in Germany, Switzerland and France. As a result, last year's predicted figures have been achieved.
The sales focus of NEXUS in 2013 remained in the Healthcare Software Division. Compared to the previous year, the division again increased sales by approx. EUR 8.0 million to EUR 64.9 million. The international share of business was 42.8 % in 2013 (previous year: 44.7 %) 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 2012 especially concerned Swiss francs. The average exchange rate of the Swiss franc was EUR 1.23 in 2013 and EUR 1.21 in 2012. The effect on sales of the exchange rate changes amounted to KEUR 506 in 2013 (previous year: KEUR 478).
Business increased by approx. 21.6 % in Germany and reached KEUR 41,885 following KEUR 34,456.
Additional effects on sales were consolidated in the amount of KEUR 2,137 due to the initial consolidation of nexus / reha GmbH, Villingen-Schwenningen and syseca informatik ag, Lucerne. The sales of NEXUS Group would have been correspondingly lower without the initial consolidation.
Our growth and revenue situation were steered based on the key figures in "sales", "result before taxes" and "relative market position" in the short-term income statement of the Group subsidiaries.
The NEXUS Group had consolidated sales of KEUR 73,263 in 2013 following KEUR 62,340 in 2012. This represents an increase in sales of KEUR 10,923 (+17.5 %). The increase in personnel expenses from KEUR 34,600 to KEUR 40,586 resulted from the increased number of employees. Due to the increase of services from third parties in the area of software maintenance and licenses, material expenses increased from KEUR 11,644 to KEUR 13,815. The net effect from the adjustment of conditional purchase prices influenced the result in the amount of KEUR -183. The EBITDA 2013 was KEUR 13,998 following KEUR 11,820 in 2012 (+18.4 %). As a result, NEXUS AG has improved the EBITDA for the 13th 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 as well as E&L. The period result before taxed (EBT) for the year improved from KEUR 5,789 in the previous year to KEUR 7,078 (+22.3 %). There were write-offs in the amount of KEUR 7,078 (previous year: KEUR 6,499). This mainly concerns scheduled write-offs on capitalized development costs, technologies and customer base. The companies consolidated for the first time generated an EBT of KEUR -62 together.
in Germany, Austria, France and Switzerland.
15.05.14 Quarterly Report Q1/2014
16.05.14 Annual Stockholders Meeting 2014
18.08.14 Semi-Annual Report 2014
10.11.14 Quarterly Report Q3/2014
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, one-on-one meetings and on roadshows. Our Investor Relations team is of course at your disposal as contact persons.
| 2013 | 2012 | 2011 | 2010 | |
|---|---|---|---|---|
| Highest | 11.18 | 9.55 | 7.35 | 4.70 |
| Lowest | 8.63 | 6.53 | 4.64 | 2.83 |
| Stock Market Capitalization (business year in millions of euros) |
163.9 | 138.59 | 99.13 | 63.59 |
| Result per share in euros (average) |
0.50 | 0.42** | 0.33* | 0.25 |
* Adjustment due to IAS 8.41 ff. ** Adjustment due to IAS 19 (revised).
05/08 05/09 05/10 05/11 05/12 05/13 01/08 09/08 09/09 09/10 09/11 09/12 09/13 01/09 01/10 01/11 01/12 01/13 01/14 The Group annual surplus also improved considerably from the previous year (KEUR 5,728) to KEUR 7,220 (+26.0 %). Tax expenses decreased due to capitalization of tax losses carried forward previously not carried in the books due to the positive development of earnings in almost all companies of the NEXUS Group. With respect to the segment results, a positive picture resulted. The Healthcare Software Division developed further and achieved a result of KEUR 6,181 before taxes and interest (EBIT) following an EBIT of KEUR 4,764 in the previous year (+29.7 %). The Healthcare Service Division increased its result before taxes and interest from KEUR 604 in the previous year to KEUR 739 (+22.4 %) in 2013.
Goodwill and company values in the amount of KEUR 25,721 (previous year: KEUR 25,227) 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 23,813 (previous year: KEUR 24,267), which are composed mainly of our own capitalized developments as well as acquired technology and customer base, there was no need of value correction either. Intangible assets including goodwill currently amount to KEUR 49,533 (previous year: KEUR 49,494) and thus represent 48.6 % (previous year: 48.9 %) of the balance sheet total. Goodwill and company values increased compared to the previous year by KEUR 494 to KEUR 25,721 especially due to the companies acquired. The equity capital of NEXUS Group was KEUR 72,369 on the cut-off date following KEUR 68,113 in the previous year, which corresponds to an equity capital rate of 71.0 % (previous year: 67.3 %). A dividend of 11 cents per share (EUR 1,657,209.62) was paid to stockholders in 2013.
The received down payments remained at the high level of the previous year and amounted to KEUR 5,641 following KEUR 5,973 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 753 and was KEUR 23,804 as of 31 December 2013 (previous year: KEUR 23,051). This corresponds to 23.3 % (previous year: 22.8 %) of the balance sheet total. Receivables remain stable for the most part and amounted to KEUR 19,320 on 31 December 2013 following KEUR 19,144 in the previous year.
The inflow and outflow of funds is shown in the cash flow statement. A cash flow from current business operations of KEUR 10,544 was generated in 2013 following KEUR 8,276 in the business year 2012 (+27.4 %). The cash flow from investment activities was KEUR -3,687 as of the balance sheet date (previous year: KEUR -12,990). Investments in company acquisitions as well as in our own development services are especially reflected in this.
A total of KEUR 4,480 was invested in the segment Healthcare Software. KEUR 178 was invested in the segment Healthcare Service. The acquisition of shareholdings of CoM. Med GmbH, Barleben, and syseca informatik ag, Lucerne, (CH) took place in the segment Healthcare Software.
The cash flow from financing activities in the amount of KEUR -3.920 (previous year: KEUR +5.326) resulted from acquisition of shareholdings for already complete consolidated companies (KEUR 2,334; previous year: KEUR 0), dividend payments (KEUR 1,657; previous year: KEUR 1.428), taking short-term loans (KEUR 43; previous year: KEUR 0) and sale of own shares (KEUR 28; previous year: KEUR 8). As of the cut-off date, granted credit limits were only used in the amount of bank loans and overdrafts KEUR 195 (previous year: KEUR 385).
The following changes were implemented in the participation structure in 2013:
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.
NEXUS finance management targets ensuring the financial stability and flexibility of the company. A balanced ratio between own and outside capital plays an essential role in this. The capital structure of NEXUS Group is composed of 71% equity capital and 29% outside capital. This essential concerns payables for goods and services, which are to be attributed to operative business. The Group is mainly financed centrally via NEXUS AG to manage liquidity.
The financial performance indicators (key figures) of the NEXUS Group, i.e., sales and result before taxes, have developed positively in the complete Group. Both key figures also increased in the segments "Healthcare Service" and "Healthcare Software". The non-financial performance indicator "relative market position" also increased according to an internal analysis of NEXUS, since the sales increase NEXUS AG is higher than the average increase of market companies and more bids were won in the individual business areas than by the decisive competitors according to an analysis by NEXUS.
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 64,940 in 2013 following KEUR 56,921 in the previous year. This represents an increase of 14.1 %. The growth of this sector is especially the result of the good order situation of the area of hospital information systems (NEXUS / HIS).
The Healthcare Service Division provides IT services for institutions in the healthcare system in Germany. This division achieved (external) sales of KEUR 8,323 in 2013 following KEUR 5,419 in 2012 (+53.6 %). The area is still being built up and does not currently show the result quality of the Healthcare Software area.
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 566 employees in the previous year on the cut-off date of 31 December 2013, there are now 644 people employed in the NEXUS Group including the Executive Board.
No decisive investments were made besides acquisition of shareholdings and investments in product development.
NEXUS developed positively with respect to all performance indicators in 2013. 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.
There were no events requiring reporting after the balance sheet key date.
The entrepreneurial activities of NEXUS AG are connected with risks and chances; this applies uniformly to all segments. NEXUS AG has introduced a risk control and monitoring system for early detection, valuation and correct handling of chances and risks. The system covers NEXUS AG including all majority-owned subsidiaries and is the responsibility of the Executive Board and the managing directors of the subsidiaries.
In addition, NEXUS Group is confronted with short-term, mid-term and long-term strategic and operative risks, which concern changes and errors of the environment, industry, internal management and performance processes or the financial environment.
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 chance and 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. Six risk sheets were reported to the Executive Board from the offices responsible for it in 2013, and the Executive Board evaluated them.
Purchasing is essentially 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.
NEXUS / SPM supports sterile goods supply, where hygiene is critical, via touch control and records all process steps fro operation to cleaning and disinfection and all the way to transport sieves back to OP. As a result, the software ensures transparency and efficiency in the central sterile services supply department (CSSD).
NEXUS / MEDICATION controls provisions of drugs prescribed for patients and consequently ensures one of the most responsible processes in a hospital. The semiautomatic support of the complete dispensing process from preparation until bar-coded administration and integration of blister and unit doses becomes clearly comprehensible for all involved.
The well thought-out documentation of all treatment steps in the electronic patient records of NEXUS / HIS as well as the link to the documentation of the ward solutions guarantee the required overview and prevent expensive double examinations.
NEXUS has enhanced the OP system in NEXUS / HIS decisively and implemented very essential new developments, especially in OP planning and legal documentation – for quality-assured operations for the benefit of patients.
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 seven business units according to products and markets, and they are in turn allocated to the two segments Healthcare Software and Healthcare Services.
Controlling the internal monitoring and risk management system is the responsibility of auditing committee of the Supervisory Board.
There are decisive risks and chances, which could entail a considerable change of the economic situation at NEXUS, in the market and industry environment. NEXUS Group earns its sales revenues mainly from the sale of software licenses and services for the healthcare system in Germany, Switzerland, Austria and France. The current overall 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 forecasts of the marketing research institutes Forrester, Gartner and IDC show that company software will have the highest growth within global IT expenditures in 2014. According to Gartner, expenditures for company software will increase by 6.8 % to 320 billion US dollars in 2014. The growth rate was approx. 5.2 % in 2013. Forrester expects an increase from 7.8 % to 580 billion US dollars.
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. 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.
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.
Strategic Risks: Risks can arise from strategic company decisions, which change the short-term and long-term chance and risk potential of NEXUS.
Marketing and Sales Risks: NEXUS cultivates the different markets with different sales models. Marketing is very demanding due to the complexity of the products. The loss of partners, employees or sales intermediaries is a risk, which could influence the revenue situation. 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.
Project risks: 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.
Product risks: There is a risk that the innovation advance achieved by NEXUS is lost due to competitor innovations and consequently market shares lost. Risks also exist during the scheduling and budgeting of developments as well as in the design and quality of our developments, which can cause substantial effects on marketing and cost positions if scheduling and budgeting deviate from marketing specifications. In software development, third-party products are also used in part, the loss of which or if there is deficient technological quality could result in delays of our own software deliveries. NEXUS AG faces these risks with annual, quality-checked releases, which go through a pre-defined quality management process.
Staff Risks: 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. NEXUS faces this risk with active personnel development, an important component for far-sighted and reliable safeguarding of our human resources. Significant legal risks are not known at this time.
Financial instruments are essential composed of accounts receivables and payables. Because the customers of NEXUS Group are mainly in public hands, the default risk for accounts receivable is to be considered slight.
NEXUS has substantial intangible assets in the form of concessions / patents (KEUR 772; previous year: KEUR 1,247), goodwill (KEUR 25,721; previous year: KEUR 25,227), technology and customer base (KEUR 7,643; previous year: KEUR 9,306), brands (KEUR 2,039; previous year: KEUR 1,577) and development costs (KEUR 13,358; previous year: KEUR 12,137), which are capitalized in the balance sheet. 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. Borrower's note loans held are completely safeguarded against default. 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.
The Executive Board monitors decisions about the use and risks from the use of financial instruments. 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 authorized capital available for further capital increases.
Effects can result from changes to factors relevant to contracts from conditional purchase prices within the context of company acquisitions.
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 principle is maintained on principle.
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. A total of 15,068,542 shares have been issued as of the cut-off date.
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.
∙ Scheduling iresource
planning
∙ Billing of employers mutual insurance association (private-
∙ Oncology
∙ Anesthesia
Intigrated clinical data model
// 52
∙ Angiography ∙ Sterilisation
∙ Radiotherapy ∙ lntracardiac catheter ∙ Neonatology
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 certificate 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 32,788 shares were purchased valued at an average rate of KEUR 7.35 as of 31 December 2013. No shares were repurchased in 2013.
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 fractional 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,
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 6,352,575.00) following partial depletion due to an increase of cash capital in the amount of KEUR 800 in November 2012.
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.
NEXUS AG // Annual Report 2013 // 55
Essential Agreements, Which Are Subject to a Control Change due to a Takeover Offer 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 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 total salaries are as follows:
| 2013 | 2012 | |
|---|---|---|
| Salary composition | KEUR | KEUR |
| Success-dependent components | 622 | 613 |
| a) Benefits due in the short term | 597 | 588 |
| b) Benefits due after end of the employment relationship | 25 | 25 |
| Success-dependent components without long-term incentives | 350 | 350 |
| Total | 972 | 963 |
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 current fair value at granting was KEUR 155.
The general stockholders meeting of NEXUS AG sets the structure and amount of remuneration to the Supervisory Board members; this is regulated in the bylaws of NEXUS AG. The remunerations are based on the tasks and responsibilities of the Supervisory Board members as well as on the business success of the Group. Every Supervisory Board member receives an annual payment, which is composed of fixed and variable amounts. The fixed remuneration for the Supervisory Board chairperson is EUR 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 115 (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 2013, the expenses for such service fees amounted to KEUR 73 (previous year: EUR 147). 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 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.
NEXUS AG as well as all subsidiaries work according to a uniform method of chance/risk analysis and chance/risk management. Early detection of risks is given decisive importance in this. The monitoring of risks by unambiguous key figures (sales, EBIT, relative market position) enables a clear assessment of the significance .
From the perspective of individual risks and from an overall risk position, it can currently be seen that the continued existence the company is not endangered. At the same time, management sees considerable chances to expand sales in the market segment of the NEXUS Group.
The willingness of hospitals to invest remains subdued in Europe, and we see the risk in our core markets that larger investment decisions are put off time and again. Cost pressures on providers is also high in other market segments, e.g., the geriatric care market. At the same time, the necessity to optimize the institutions and their processes using software is increasing.
NEXUS Group has the possibility thanks to its wide-range of products and its clear positioning to increase sales even in a difficult market environment. Our Group planning for 2014 shows that we expect slightly increasing values in all performance key figures. This applies to our result before taxes and to sales. We also expect an improvement in our relative market position in the relevant markets. This forecast applies both to the segments "Healthcare Software" and "Healthcare Service".
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. 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.
NEXUS AG Villingen-Schwenningen, 14 March 2014
The Executive Board
Dr. Ingo Behrendt Ralf Heilig Edgar Kuner
| Assets | 31/12/2013 | 31/12/2012 | |
|---|---|---|---|
| Appendix | KEUR | KEUR | |
| Long-Term Assets | |||
| Goodwill | 4 | 25,721 | 25,227 |
| Other intangible assets | 4 | 23,813 | 24,267 |
| Fixed assets | 5 | 1,864 | 1,925 |
| Shares in companies valuated at equity | 6 | 43 | 43 |
| Credited deferred taxes | 8/25 | 3,697 | 4,174 |
| Other financial assets | 10 | 84 | 131 |
| Total of long-term assets | 55,222 | 55,767 | |
| Short-term assets | |||
| Inventories | 7 | 283 | 414 |
| Trade receivables and other receivables | 9 | 19,320 | 19,144 |
| Profit tax receivables | 404 | 509 | |
| Other non-financial assets | 11 | 1,436 | 1,153 |
| Other financial assets | 10 | 1,497 | 1,129 |
| Short-term financial assets | 10 | 8,142 | 10,145 |
| Cash and balance in bank | 15,662 | 12,906 | |
| Total of Short-Term Assets | 46,744 | 45,400 | |
Total Assets 101,966 101,167
adjusted**
| Liabilities | 31/12/2013 | 31/12/2012 | |
|---|---|---|---|
| Appendix | KEUR | KEUR | |
| Capital and accruals | 12 | ||
| Authorized capital | 15,105 | 15,105 | |
| Capital reserves | 25,780 | 25,757 | |
| Profit carried forward | 25,787 | 22,398 | |
| Consolidate annual surplus | 7,601 | 6,094 | |
| Other cumulated Group result | -1,088 | -827 | |
| Own shares | -290 | -296 | |
| Equity capital attributable to stockholders of the parent company |
72,895 | 68,231 | |
| Shares of non-controlling partners | -526 | -118 | |
| Sum of equity capital | 72,369 | 68,113 | |
| Long-term debts | |||
| Pension obligations | 13 | 3,371 | 2,597 |
| Debited deferred taxes | 8/25 | 2,564 | 3,840 |
| Financial liabilities | 15 | 43 | 0 |
| Other financial debts | 15 | 2,754 | 5,030 |
| Total of long-term debts | 8,732 | 11,467 | |
| Short-term debts | |||
| Deferments | 14 | 916 | 1,315 |
| Financial liabilities | 15 | 152 | 385 |
| Trade accounts payable | 15 | 4,011 | 4,079 |
| Profit tax liabilities | 15 | 754 | 513 |
| Revenue adjustment | 15 | 4,344 | 3,569 |
| Other non-financial debts | 15 | 6,462 | 8,132 |
| Other financial debts | 15 | 4,226 | 3,594 |
| Total of Short-Term Debts | 20,865 | 21,587 | |
| Total assets | 101,966 | 101,167 |
| adjusted** 31/12/2012 |
|||
|---|---|---|---|
| Appendix | KEUR | KEUR | |
| Revenue | 17 | 73,263 | 62,340 |
| Development work capitalized | 4,514 | 4,300 | |
| Other operating income | 18 | 2,424 | 2,181 |
| Cost of materials including purchased services | 19 | 13,815 | 11,644 |
| Personnel costs | 20 | 40,586 | 34,600 |
| Depreciation | 7,078 | 6,499 | |
| Other operating expenses | 21 | 11,802 | 10,710 |
| Operating profit | 6,920 | 5,368 | |
| Result from investments valuated at equity | 22 | 0 | -47 |
| Finances carried forward | 23 | 221 | 481 |
| Finance Expenses | 24 | 63 | 13 |
| Profit before tax | 7,078 | 5,789 | |
| Income tax | 25 | -142 | 61 |
| Consolidated surplus | 7,220 | 5,728 | |
| of the consolidated surface, accounted to: | |||
| – Stockholders of NEXUS AG | 7,601 | 6,094 | |
| – Shares of non-controlling partners | -381 | -366 | |
| Consolidated surplus per share | |||
| Weighted average of issued shares in circulation (in thousands) | 15,065 | 14,406 | |
| – undiluted | 26 | 0.50 | 0.42 |
| – diluted | 26 | 0.50 | 0.42 |
** Adjustment due to IAS 19 (revised); cf. Note 13, 20 and 26.
| 31/12/2013 | adjusted** 31/12/2012 |
adjustment** 31/12/2012 |
31/12/2012 | |
|---|---|---|---|---|
| KEUR | KEUR | KEUR | KEUR | |
| Consolidated surplus | 7,220 | 5,728 | -34 | 5,762 |
| Other comprehensive income | ||||
| Positions, which are never reclassified in profit or loss | ||||
| Actuarial profits and losses (after taxes on profit) | -8 | -728 | 34 | -762 |
| Tax effects | -18 | 157 | 0 | 157 |
| -26 | -571 | 34 | -605 | |
| Positions, which were never or never can be reclassified in profit or loss |
||||
| Currency conversion differences | -572 | -116 | 0 | -116 |
| Change of the fair value of purchase price liabilities | 310 | -310 | 0 | -310 |
| -262 | -426 | 0 | -426 | |
| Other comprehensive income after taxes | -288 | -997 | 34 | -1,031 |
| Overall Result of the Period | 6,931 | 4,731 | 0 | 4,731 |
| Of the overall result of the period, accounted to: | ||||
| – Stockholders of NEXUS AG | 7,339 | 5,133 | 5,133 | |
| – Shares of non-controlling partners | -408 | -402 | -402 |
** Adjustment due to IAS 19 (revised); cf. Note 13, 20 and 26.
| 2013 | adjusted** 2012 |
||
|---|---|---|---|
| Appendix | KEUR | KEUR | |
| 1. Cash flow from current business transactions | 28 | ||
| Group annual result before tax on income | 7,078 | 5,789 | |
| Depreciation and amortization of intangible assets and plant, equipment and other fixed assets | 4/5 | 7,078 | 6,499 |
| Other expenses/income with impact on expenses/revenue | -386 | 367 | |
| Increase / decrease in inventories | 7 | 172 | -214 |
| Profit / loss from loss of assets | -60 | 737 | |
| Increase / decrease in trade receivables and other assets that cannot be allocated to investing or financing activities |
375 | -4,017 | |
| Increase / decrease in provisions | 13/14 | -1,724 | -198 |
| Increase / decrease in trade payables and other liabilities that cannot be allocated to investing or financing activities |
-2,117 | -17 | |
| Paid interest | -63 | -94 | |
| Received interest | 226 | 412 | |
| Payments made for taxes on profit | -63 | -988 | |
| Income taxes received | 28 | 0 | |
| 10,544 | 8,276 | ||
| 2. Cash flow from investment activities | 29 | ||
| Payments for investments in intangible and fixed assets | 4/5 | -5,343 | -5,526 |
| Payments received from disposal of fixed assets | 0 | 235 | |
| Purchase of companies after deduction of acquired payment means | 3 | -347 | -7,699 |
| Payments made / received due to investment of funds within the context of short-term fund positions |
33 | 2,003 | 0 |
| -3,687 | -12,990 | ||
| 3. Cash flow from financing activities | 30 | ||
| Capital increase via issue of new shares | 0 | 6,996 | |
| Dividend payment | -1,657 | -1,428 | |
| Purchase of own shares | 12 | 0 | -250 |
| Sale of own shares | 28 | 8 | |
| Share purchase of already completely consolidated companies | 3 | -2,334 | 0 |
| Payments due to taking short-term loans | 15 | 43 | 0 |
| -3,920 | 5,326 | ||
| 4. Cash and cash equivalents at end of period | |||
| Cash relevant changes in cash and cash equivalents (sum of 1 + 2 + 3) | 2,937 | 612 | |
| Change in currency conversion adjustment | 52 | -36 | |
| Cash and cash equivalents at beginning of fiscal year | 12,521 | 11,945 | |
| 15,510 | 12,521 | ||
| 5. Composition of cash and cash equivalents | |||
| Liquid Funds | 15,662 | 12,906 | |
| Bank liabilities due on demand | -152 | -385 | |
| 15,510 | 12,521 |
NEXUS AG // Annual Report 2013 // 65
| Authorized capital |
Capital reserves |
Equity capital difference from currency transactions |
Validation reserve for financial instruments |
Validation reserve for purchase price liabilities |
|
|---|---|---|---|---|---|
| KEUR | KEUR | KEUR | KEUR | KEUR | |
| Consolidated equity as of 1 January 2012 | 14,305 | 19,553 | 1,192 | 0 | 0 |
| Posting of consolidated surplus 2012 in the Group profit carried forward |
|||||
| Total of the result entered directly into equity capital | -116 | ||||
| Fair value of purchase price liabilities | -310 | ||||
| Other comprehensive income after taxes 2012 |
0 | 0 | -116 | -310 | 0 |
| Group consolidated profit as of 31/12/2012 | |||||
| Overall result of the period | 0 | 0 | -116 | -310 | 0 |
| Increase of authorized capital (HC 2012) | |||||
| Distribution | |||||
| Capital increase against contribution in cash | 800 | 6,196 | |||
| Purchase / sale of own shares | 8 | ||||
| Consolidated equity as of 31/12/2012 | 15,105 | 25,757 | 1,076 | -310 | 0 |
| Adjustment due to IAS 19 (revised)** | |||||
| Consolidated equity as of 31/12/2012 | 15,105 | 25,757 | 1,076 | -310 | 0 |
| Consolidated equity as of 01/01/2013 | 15,105 | 25,757 | 1,076 | -310 | 0 |
| Posting of consolidated surplus 2012 in the Group profit carried forward |
|||||
| Actuarial profits and losses | |||||
| Deferred taxes entered in other comprehensive income |
|||||
| Currency differences | -572 | ||||
| Other comprehensive income after taxes 2013 | 0 | 0 | -572 | 0 | 0 |
| Consolidated surplus 2013 | |||||
| Previous year purchase price adjustment | 310 | ||||
| Overall result of the period | 0 | 0 | -572 | 310 | 0 |
| Dividend payment | |||||
| Purchase price adjustment | |||||
| Purchase / sale of own shares | 23 | ||||
| Consolidated equity as of 31/12/2013 | 15,105 | 25,780 | 504 | 0 | 0 |
** Adjustment due to IAS 19 (revised); cf. Note 13, 20 and 26.
| Authorized Capital |
Equity capital total |
Shares of non-controlling partners |
attributable to stockholders of the parent company |
Own s hares |
Annual net profit |
Profit carried forward |
Pension provisions |
|---|---|---|---|---|---|---|---|
| TEUR | TEUR | TEUR | TEUR | TEUR | TEUR | TEUR | TEUR |
| 6,488 | 58,057 | 284 | 57,773 | -46 | 4,672 | 19,155 | -1,058 |
| 0 | 0 | -4,672 | 4,672 | ||||
| -721 | -36 | -685 | -569 | ||||
| -310 | -310 | ||||||
| -1,031 | -36 | -995 | 0 | 0 | 0 | -569 | |
| 5,762 | -366 | 6,128 | 6,128 | ||||
| 4,731 | -402 | 5,133 | 0 | 6,128 | 0 | -569 | |
| 665 | |||||||
| -1,428 | -1,428 | -1,428 | |||||
| -800 | 6,996 | 6,996 | |||||
| -242 | -242 | -250 | |||||
| 6,353 | 68,113 | -118 | 68,231 | -296 | 6,128 | 22,398 | -1,627 |
| 0 | 0 | -34 | 34 | ||||
| 6,353 | 68,113 | -118 | 68,231 | -296 | 6,094 | 22,398 | -1,593 |
| 6,353 | 68,113 | -118 | 68,231 | -296 | 6,094 | 22,398 | -1,593 |
| 0 | 0 | -6,094 | 6,094 | ||||
| -8 | -27 | 19 | 19 | ||||
| -18 | -18 | -18 | |||||
| -572 | -572 | ||||||
| -598 | -27 | -571 | 0 | -6,094 | 6,094 | 1 | |
| 7,220 | -381 | 7,601 | 7,601 | ||||
| 310 | 310 | ||||||
| 6,931 | -408 | 7,339 | 0 | 7,601 | 6,094 | 1 | |
| -1,657 | -1,657 | -1,657 | |||||
| -1,048 | -1,048 | -1,048 | |||||
| 28 | 28 | 5 | |||||
| 6,353 | 72,369 | -526 | 72,895 | -290 | 7,601 | 25,787 | -1,592 |
Equity capital
Nexus Group (hereafter referred to as NEXUS) develops and sells software and hardware solutions with its corporate divisions "Healthcare Software" and "Healthcare Service" and provides IT services, especially for customers in the health care 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 Group Financial Report was drawn up by the Executive Board and approved for forwarding to the Supervisory Board on 14 March 2014. Publication is after checking and approving by the Supervisory Board on 25 March 2014.
The registered business address of the NEXUS AG is: Auf der Steig 6, 78052 Villingen-Schwenningen, Germany.
| List of the consolidated subsidiaries, joint ventures and affiliated companies |
31/12/2013 | 31/12/2012 | |
|---|---|---|---|
| Complete 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 |
| syseca informatik ag, Luzern | Switzerland | 100.00 | 0.00 |
| 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 1) | Germany | 100.00 | 100.00 |
| NEXUS Schweiz GmbH, Wallisellen 2) | Switzerland | 100.00 | 100.00 |
| nexus/qm GmbH, Ismaning 1) | Germany | 100.00 | 100.00 |
| nexus / reha GmbH, Villingen-Schwenningen | Germany | 100.00 | 0.00 |
| Flexreport AG, Wallisellen | 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 | Switzerland | 100.00 | 100.00 |
| Synergetics AG, Altishofen 3) | Switzerland | 60.00 | 60.00 |
| NEXUS / OPT IM S.A.S., Grenoble |
France | 100.00 | 100.00 |
| E&L medical systems GmbH, Erlangen | Germany | 100.00 | 100.00 |
| ASS.TEC Beratungsgesellschaft für Anwendungen, Systeme, Strategien und Technologien mbH, Villingen-Schwenningen |
Germany | 100.00 | 100.00 |
| 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 |
| Palladium-med GmbH, Berlin | Germany | 20.00 | 20.00 |
1) Use of the exemption regulation pursuant to in Section 264 (3) of the German Commercial Code (HGB).
2) The shares are held indirectly via NEXUS Medizinsoftware und Systeme AG.
3) The shares are held indirectly via Domis Consulting AG, Altishofen.
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 2013. Standards and interpretations of IASB, which have not taken effect yet, were not applied with exception of the amendments to IAS 36 Impairment of Assets.
The Group Financial Statement is shown in euros. If not otherwise noted, all values are rounded to thousands (KEUR).
In den Konzernabschluss einbezogen sind – neben der NEXUS AG als Mutterunternehmen – alle operativ tätigen in- und ausländischen Tochterunternehmen, die von der NEXUS AG unmittelbar oder mittelbar beherrscht werden. Drei assoziierte Unternehmen wurden nach der Equity-Methode bilanziert.
All companies included as of 31 December 2013 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. Group-internal business transactions are eliminated thereafter.
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 framework 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.
Assets and debts of foreign subsidiaries, whose functional currency is not the euro, were converted according to the rules of IAS 21. The functional currency is the respective country currency for all companies. The balance sheets of the Group Companies in Switzerland are accordingly converted with the cut-off date exchange rate of 1.2269 CHF / EUR (previous year: 1.2073 CHF / EUR), the Profit and Loss Account with the average exchange rate of 1.23091 CHF / EUR (previous year: 1.2052 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 2013. The new or modified standards or interpretations are displayed in the following table, which were used by NEXUS in the business year or were not used admissibly.
| New, currently valid requirements | |
|---|---|
| ----------------------------------- | -- |
| Standard/Interpretation | Title of the Standards/Interpretation or Amendments |
Application for business years starting from |
Effects on the NEXUS consolidated financial statement |
|---|---|---|---|
| Amendments to IFRS 1 | Amendments for government loans | 1 January 2013 | No notable effects |
| Amendments to IFRS 1 | Hyperinflation and replacement of fixed dates for certain exceptions for IFRS first-time Adopters |
1 January 2013 | No notable effects |
| Amendments to IFRS 7 | Appendix information – Offsetting of assets and liabilities |
1 January 2013 | No notable effects |
| IFRS 13 | Fair Value Measurement | 1 January 2013 | See below |
| Amendments to IAS 1 | Revision of the way other comprehensive income is presented |
1 January 2013 | See below |
| Amendments to IAS 12 | Recovery of underlying assets | 1 January 2013 | No notable effects |
| IAS 19 (revised 2011) | Employee Benefits | 1 January 2013 | See below |
| IFRIC 20 | Stripping Costs in the Production Phase of a Surface Mine |
1 January 2013 | No notable effects |
| Improvements to IFRS 2009-2011 |
Changes to IFRS 1, IAS 1, IAS 16, IAS 32, IAS 34 |
1 January 2013 | No notable effects |
The fair value measurement is regulated uniformly in IIFRS annual statements with this standard. All other fair value measurements required pursuant to other standards must now comply with the uniform stipulations of IFRS 13; there are only different regulations for IAS 17 and IFRS 2. The standard also replaces and expands the information obligations with respect to valuation of the fair value in other IFRS.
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 already known until now 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.
In accordance with the transitional requirements of IFRS 13, the Group has used the new rules for valuating the fair value prospectively and has not provided any comparative information from the previous year for new data. Irrespective of this, the change did not produce any decisive effects on the valuation of the assets and liabilities of the Group.
This amendment has changed the display of other income in the statement of comprehensive income. The positions of the other comprehensive incomes, which are reclassified in the profit and loss statement under certain conditions ("recycling"), are now displayed separately from the positions of the other comprehensive incomes, which are never reclassified. Insofar as the gross positions are shown, i.e., without offsetting with effects from deferred taxes, the deferred taxes are no longer shown in one sum, but instead to be allocated to both groups of positions. NEXUS Group has complied with the changed disclosure obligations. Comparative information has been adapted correspondingly.
The most decisive change from the revision of IAS 19 (revised 2011) concerns account balancing of pension obligations from performanceoriented pension plans.
There was previously a choice of how the actuarial profits and losses could be entered in the financial statements. They could either be entered (a) affecting net income in the profit and loss statement, (b) in other comprehensive income (OCI) or (c) delayed according to the corridor method. With the new version of IAS 19, this choice for a more transparent and comparative depiction has been eliminated, so that only a direct and comprehensive entry is permitted in the year when it occurred. The entry is obligatory in other comprehensive income. The past service costs are also to be entered directly in the profit and loss statement in the year when they occurred.
In addition, the expected revenue of plan assets at the start of an accounting period were calculated until now based on the subjective expectations of management via the further development of the asset portfolio. With use of IAS 19 (revised 2011), only standardized interest calculation of the planned assets is permitted in the amount of the discount interest rate of pension obligations at the period begin. In addition to a change of the account balancing, there is changed appendix information, e.g., in the form of sensitivity analyses. Because the Group had already completely entered actuarial profits and losses
in other comprehensive income in the year in which they occurred before use of IAS 19 (revised 2011), no decisive effect results from the retroactive conversion. Due to the adaptation of IAS 19 (revised), KEUR 34 from the net income carried forward was reclassified into the cumulative other Group result (cf. Notes 13, 20 and 26).
| Standard/Interpretation | Title of the Standards/Interpretation or Amendments |
Application for business years starting from 1) |
Effects on the NEXUS consolidated financial statement |
|---|---|---|---|
| EU-endorsement made by 31 December 2013 | |||
| IFRS 10 | Consolidated financial statement | 1 January 2014 | No notable effects |
| IFRS 11 | Joint Arrangements | 1 January 2014 | No effect |
| IFRS 12 | Disclosure of Interests in Other Entities | 1 January 2014 | No notable effects |
| Amendments to IFRS 10, IFRS 11 and IFRS 12 |
Transitional provisions | 1 January 2014 | Effects still to be determined |
| Amendments to IFRS 10, IFRS 12 and IAS 27 |
Investment companies | 1 January 2014 | Effects still to be determined |
| Amendments to IAS 27 | Individual financial statements | 1 January 2014 | Effects still to be determined |
| Amendments to IAS 28 | Investments in Associates and Joint Venture | 1 January 2014 | Effects still to be determined |
| Amendments to IAS 32 | Offsetting of assets and liabilities | 1 January 2014 | Effects still to be determined |
| Amendments to IAS 36 | Recoverable Amount Disclosures for Non-Financial Assets |
1 January 2014 2) | No notable effects |
| Amendments to IAS 39 | Novations of derivatives and continuation to apply the hedge accounting requirements |
1 January 2014 | Effects still to be determined |
| EU-endorsement still pending | |||
| IFRS 9 (2009/2010) | Financial Instruments | First application open, not before 1 January 2017 |
Effects still to be determined |
| IFRS 92013 | Hedge accounting and changes to IFRS 9, IFRS 7 and IAS 39 |
First application open, not before 1 January 2017 |
No notable effects |
| Amendments to IFRS 9 and IFRS 7 | Obligatory application time and Information about transition |
First application open, not before 1 January 2017 |
No notable effects |
| Amendments to IAS 19 | Performance-oriented plans: Employee contributions |
1 July 2014 | Effects still to be determined |
| IFRIC 21 | Levies | 1 July 2014 | Effects still to be determined |
| Improvements to IFRS 2010-2012 | Changes to IFRS 2, IFRS 3, IFRS 8, IFRS 13, IAS 16, IAS 24 and IAS 38 |
1 July 2014 | Effects still to be determined |
| Improvements to IFRS 2011-2013 | Changes to IFRS 1, IFRS 3, IFRS 13 and IAS 40 |
1 July 2014 | Effects still to be determined |
| IFRS14 | Regulatory deferrals | 1 January 2016 | effect still to be determined |
1) NEXUS plans initial application corresponding to legal requirements [with exception of Amendments to IAS 36).
2) NEXUS has applied this standard voluntarily since 1 January 2013.
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 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.
The fair value of acquire brand rights was calculated based on the license price analogy method. In this context, the value of the intangible asset was calculated as present value of saved license payments. To this end, which customary market license payments would be due fictitiously if the intangible asset in question were the property of a third party. The fictitious post-tax license payments are discounted with an appropriate interest rate on the valuation key date.
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.
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
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.
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.
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.
A 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 liabilities, which are valued at cost less depreciation (FLAC),
The fair value option is not used. At the initial entry on the balance sheet, these financial assets or liabilities are entered with their fair value plus transaction price. 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. Equity derivative financial instruments, especially securities, are entered n the position for sale of available financial assets. Profits and losses from changes of the fair market value of financial assets available for disposal are entered under other revenue in equity capital. Although the Group is active internationally, most of its usiness 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. Indicators here are especially defaults. If the Group determines that there is no objective indication of a decrease in value for one single examined financial asset, 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. At final loss, the asset is written off with simultaneous use of the valuation adjustment account.
Acquired intangible assets are evaluated in the first-time report about procurement costs. The procurement costs of intangible assets, which were acquired at a company merger, correspond to the adjusted fair 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 over the useful economic life and examined for possible decrease 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. Impairment tests are conducted for intangible assets with limited utilization period at least once per year. 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, brands, software, technologies, goodwill and development costs.
The Group acquired software maintenance contracts within the context of company acquisitions in previous years as well as in the past year. 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. Software will be written off linearly during a period of four to six years.
Technology-related assets refer to process and development knowhow, which were acquired within the context of company acquisitions in the past years as well as in last year. 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 fair 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. For the purpose of checking whether deprecation exists, the goodwill 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 achievable amount of the cash-generating unit (group of cash-generating units), to which the goodwill refers. If the utilization amount of the cash-generating unit 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 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. Depreciated goodwill 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 2013. 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 prerequisites pursuant to IAS 38.57 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-offs 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 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 as difference 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. 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 are carried in the balance sheet according to IAS 28 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 cutoff date of the affiliated companies corresponds to that of the Group. The balance sheet date and the accounting and estimation methods of the affiliated companies and the Group are similar business 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 existing temporary differences 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:
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.
The borrower's note loan was concluded in July 2011. It has a term of four years, is a bullet maturity issue and has a variable interest rate. Interest is calculated respectively after the six-month Euribor plus an increasing surcharge.
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 fair 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 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. Decreases in value are entered with effect on the result.
Liquid funds are composed of cash balance and credit balances at banks. These have a remaining term of fewer than three months and comply with the requirements pursuant to IAS 7.7.
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. Depreciation expenses of business areas to be continued are entered in the item Depreciations. 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 writeoffs 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 fair value of their granting. The adjusted fair 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
cut-off date and on the fulfillment day. Changes of the adjusted fair value are entered in the expenditures for employee benefits.
Value changes of the conditional purchase price are entered in equity capital for put-call options concluded within the context of company acquisitions, which are depicted using the anticipated acquisition method.
The Group has three pension plans in Germany. The performances are not financed via funds, with exception of one company. 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. Financial liabilities are taken off the books when the contractual obligation has been paid, canceled or expired. Possible liabilities are not shown in the Group Financial Report until their use becomes probable. They are shown in the Group Financial Report if their use is not improbable.
Possible liabilities are not shown in the Group Financial Report until their use becomes probable. They are shown in the Group Financial Report if their use is not improbable.
The Group sells software licenses and services connected with that, which serve for implementation, maintenance and other services. The company normally grants its customers use of the software for unlimited time. The Group also sells hardware. Revenues are entered when it is probable that the economic benefits will flow to the Group and the amount of revenue can be determined reliably.
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 revenue, which is connected to contracts, for which a fixed price was agreed upon, is realized according to the percentageof-completion method corresponding to the progress of the performance. To this end, the costs incurred until the balance sheet cut-off date 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 cut-off 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 entered the growth market of ambulant nursing software with acquisition of 100 % of the shares of syseca informatik ag, Lucerne (CH), on 25 June 2013. With approx. 40 employees and sales of about 4.5 million euros, the company is a specialist in the area of software solutions for ambulatory care in Switzerland.
The purchase price is calculated from the sales price paid in cash (KEUR 693) and the conditional purchase price (KEUR 395) together. 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.
The purchased assets and debts were included in the balance sheet with their adjusted, current value and are as shown as follows:
| Assets / Liabilities syseca informatik ag, Lucerne (CH) |
Fair Value at Acquisition Time |
|---|---|
| EUR | |
| Cash balance | 396,026.82 |
| Intangible Assets | 1,085,247.88 |
| Fixed Assets | 78,606.45 |
| Other assets | 60,669.80 |
| Inventories | 42,291.83 |
| Receivables | 318,709.43 |
| Credited deferred taxes | 56,188.03 |
| 2,037,740.24 | |
| Debited deferred taxes | 124,369.70 |
| Pension accruals | 465,135.36 |
| Other Accruals | 24,461.84 |
| Liabilities | 969,642.02 |
| 1,583,608.92 | |
| Net assets on 25 June 2013 | 454,131.32 |
| Goodwill | 633,786.16 |
| Total acquisition price | 1,087,917.48 |
| Development of means of payment from this acquisition | |
| Purchase price paid in cash | 693,085.45 |
| Conditional purchase price | 394,832.03 |
| Total acquisition price | 1,087,917.48 |
| Development of means of payment from this acquisition | |
| Purchase price paid in cash | 693,085,45 |
| Purchased means of payment | 396,026.82 |
| Outflow of funds | 297,058.63 |
The identified and evaluated assets and debts identified in setting the purchase prices are essentially composed of customer relations (KEUR 484), brands (KEUR 462), technology (KEUR 84) and pension accruals (KEUR 465) 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 634. 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 enhancement the product range in the Group. The new employees at the Lucerne 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.
For 2013, sales with third parties amounted to KEUR 2,042, and the contribution to the consolidated surplus was KEUR 103. The miscellaneous procurement costs in the amount of KEUR 16 are entered affecting the result.
If the company had been acquired at the beginning of the year, sales revenue would have amounted to KEUR 4,224 and the consolidated net earnings to KEUR -2.
NEXUS AG acquired 100 % of the shares of CoM.MeD GmbH, Barleben, as of 1 January 2013. CoM.MeD GmbH is active in the areas of developing solutions for administration and billing for rehabilitation clinics in Germany and Austria with 11 employees and sales of approx. €0.4 million. In the first quarter 2013, integration of CoM.MeD GmbH was started, the company was renamed nexus / reha GmbH and the main office of the company was moved from Barleben to Villingen-Schwenningen. Thanks to the acquisition, the product portfolio of NEXUS was enhanced with complete solutions for rehabilitation institutions.
The purchase price was paid in cash (KEUR 100).
The purchased assets and debts were included in the balance sheet with their adjusted, fair value and are as shown as follows:
| Assets / Liabilities CoM.MeD GmbH, Barleben |
Fair Value at Acquisition Time |
|---|---|
| EUR | |
| Cash balance | 49,902.69 |
| Intangible Assets | 79,983.30 |
| Fixed Assets | 31,511.94 |
| Other assets | 215,511.93 |
| Inventories | 141,058.65 |
| 517,968.51 | |
| Debited deferred taxes | 14,163.00 |
| Other Accruals | 394,683.57 |
| Liabilities | 14,781.96 |
| 423,628.53 | |
| Net assets on 1 January 2013 | 94,339.98 |
| Goodwill | 5,660.02 |
| Total acquisition price | 100,000.00 |
| Development of means of payment from this acquisition | |
| Purchase price paid in cash | 100,000.00 |
| Outflow of funds | 100,000.00 |
| Development of means of payment from this acquisition | |
| Purchase price paid in cash | 100,000.00 |
| Purchased means of payment | 49,902.69 |
| Outflow of funds | 50,097.31 |
The identified and evaluated assets and debts identified in allocating the purchase prices are essentially composed of technology (KEUR 51) and customer relations (KEUR 4) 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 6.
The purchase essentially serves for enhancement the product range in the Group. The new employees at the Barleben site also contribute substantial expertise in the rehabilitation area and are a meaningful and welcome enhancement to our staff.
For 2013, sales with third parties amounted to KEUR 95, and the contribution to the consolidated surplus was KEUR -150. Procurement costs in the amount of KEUR 16 are entered affecting the result.
NEXUS AG expanded its product competence in the healthcare system 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. Put-call 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 2012. This purchase contract in turn contains a conditional purchase price, which is included in the calculation of the expected purchase price. Expenses in the amount of KEUR 1,334 result fro adjustment of the conditional purchase price.
Options for the remaining 19.5 % of shares of Domis Consulting AG, Altishofen (CH), were redeemed via a new purchase contracts in the business year 2013. The resulting effects from purchase accounting depreciation and amortization of the put-call option on the redemption date was entered in profit carried forward in the amount of KEUR 738.
The effects from purchase accounting depreciation and amortization of KEUR 310 was reassigned to the other income.
NEXUS AG acquired 95% of the shares of E&L medical systems GmbH, Erlangen as of 17 October 2012.
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.
In the business year 2013, the options for 5 % of the shares of E&L medical systems GmbH were redeemed by an obligation to purchase ahead of schedule. This obligation contains a conditional purchase price in turn. Expenses in the amount of KEUR 711 result from adjustment of the conditional purchase price on the cut-off date.
At the purchase of ASS.TEC Beratungsgesellschaft für Anwendungen, Systeme, Strategien und Technologien mbH, Villingen-Schwenningen, a conditional purchase price in the amount of KEUR 520 was entered on the liabilities side. Expenses in the amount of KEUR 440 result from adjustment of the conditional purchase price on the cut-off date.
Within the context of the annual Impairment Test according to IAS 36, the goodwill is allocated respectively on 31 December for checking the value of the cash-generating units. The following table shows the cashgenerating units as well as the relevant assumptions and parameters.
| Cash-generating | Company to be | Organic Growth in % in the Detailed Planning Period of |
3 Years 1) | Discount rate (%) | before taxes for cash flow forecast |
Goodwill (in KEUR) |
Brands (in KEUR) |
||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| unit | attributed | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | ||
| Domis Consulting AG | |||||||||||
| NCS (systems for geriatric care and care |
VEGA Software GmbH | 8.73 | 8.35 | 6,734 | 6,191 | 462 | 0 | ||||
| of the disabled) | syseca informatik ag | 0 until 10 10 |
|||||||||
| nexus / reha GmbH | |||||||||||
| DIS (Diagnostic | nexus/dis GmbH | ||||||||||
| Information Systems) | nexus/inovit GmbH | 10 | 3 | 8.73 | 8.35 | 4,707 | 4,707 | 0 | 0 | ||
| nexus/cis GmbH | |||||||||||
| CIS (Clinical | NEXUS / OPT IM S.A.S. |
10 10 |
8.73 8.35 |
9,884 | 9,884 | 1,577 | 1,577 | ||||
| Information Systems) | E&L medical systems GmbH |
||||||||||
| NEXUS Schweiz GmbH | |||||||||||
| PAT.INT 2) | Flexreport AG | 0 until 3 | 0 | 8.73 | 8.35 | 3,023 | 3,072 | 0 | 0 | ||
| QM | nexus/qm GmbH | 3 | 3 | 8.73 | 8.35 | 836 | 836 | 0 | 0 | ||
| HCS (Healthcare Ser | ASS.TEC Beratungsgesell schaft für Anwendungen, Systeme, Strategien und Technologien mbH |
||||||||||
| vices) | nexus/ccc GmbH | 3 until 10 | 0 | 8.73 | 8.35 537 |
537 | 0 | 0 | |||
| NEXUS . IT GmbH Süd ost | |||||||||||
| NEXUS . IT GmbH Nord | |||||||||||
| CSO 3) | nexus/cso GmbH | 0 | 0 | 0 | 0 | ||||||
| Sum | 25,721 | 25,227 | 2,039 | 1,577 |
1) A growth rate of zero was assumed for the extrapolation of the cash flows according to the detailed planning period.
2) The cash-generating unit was called "HOSPIS" in business year 2012.
3) There is no goodwill on the balance sheet, which is why an impairment test is not required.
The achievable amount is determined respectively on the basis of calculating utilization value on the balance sheet cut-off date. Accordingly, there were no depreciation requirements.
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 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.
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 cashgenerating units. These assumptions are supported by concrete sales, development and marketing plans.
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.
Due to acquisition of syseca informatik ag, customer relations in the amount of KEUR 484 and technology/brands in the amount of KEUR 546 were capitalized.
Due to acquisition of CoM.Med GmbH, customer relations in the amount of KEUR 4 and technology/brands in the amount of KEUR 51 were capitalized.
Development costs are in the valuation insofar as they fulfill the criteria lists in the accounting and valuation principles. They are apitalized 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 4,514 (previous year: KEUR 4,300) in 2013. The development costs will be written off according to schedule over a utilization period of five years. KEUR 3,845 (previous year: KEUR 3,613) was written off in the reporting year.
There were development costs for software not yet finished in the amount of KEUR 1,558 on the cut-off date (previous year: KEUR 1,878).
Especially third-party software is shown, which is used for our own purposes.
| Intangible Assets | Concessions / Patents |
Goodwill | Development Costs |
Customer Base / Technology |
Brand | Total |
|---|---|---|---|---|---|---|
| KEUR | KEUR | KEUR | KEUR | KEUR | KEUR | |
| Gross value as of 31/12/2012 | 5,723 | 25,404 | 29,294 | 16,134 | 1,577 | 78,132 |
| Inflows from company mergers within the consolidated Group |
26 | 639 | 55 | 623 | 462 | 1,805 |
| Reclassification | -250 | 0 | 506 | -256 | 0 | 0 |
| Currency fluctuations | -20 | -145 | -20 | -53 | 0 | -238 |
| Receipts | 144 | 0 | 4,514 | 0 | 0 | 4,658 |
| Issues | 1,179 | 0 | 0 | 16 | 0 | 1,195 |
| Gross value as of 31/12/2013 | 4,444 | 25,898 | 34,349 | 16,432 | 2,039 | 83,162 |
| Cumulated write-offs as of 31/12/2012 |
4,476 | 177 | 17,157 | 6,828 | 0 | 28,638 |
| Inflows from company mergers within the consolidated Group |
0 | 0 | 0 | 0 | 0 | 0 |
| Currency fluctuations | -16 | 0 | -12 | -30 | 0 | -58 |
| Receipts | 369 | 0 | 3,845 | 1,990 | 0 | 6,204 |
| Issues | 1,157 | 0 | 0 | 0 | 0 | 1,157 |
| Cumulated write-offs as of 31/12/2013 |
3,672 | 177 | 20,990 | 8,788 | 0 | 33,627 |
| Net value on 31/12/2012 | 1,247 | 25,227 | 12,137 | 9,306 | 1,577 | 49,494 |
| Net value on 31/12/2013 | 772 | 25,721 | 13,358 | 7,643 | 2,039 | 49,533 |
| Intangible Assets | Goodwill | Development Costs |
Customer Base / Technology |
Brand | Total | |
|---|---|---|---|---|---|---|
| KEUR | KEUR | KEUR | KEUR | KEUR | KEUR | |
| Gross value as of 31/12/2011 | 5,912 | 19,659 | 25,891 | 11,270 | 0 | 62,732 |
| Inflows from company mergers within the consolidated Group |
308 | 5,677 | 0 | 5,626 | 1,577 | 13,188 |
| Currency fluctuations | 11 | 68 | 20 | 35 | 0 | 134 |
| Receipts | 129 | 0 | 4,300 | 200 | 0 | 4,629 |
| Issues | 637 | 0 | 917 | 997 | 0 | 2,551 |
| Gross value as of 31/12/2012 | 5,723 | 25,404 | 29,294 | 16,134 | 1,577 | 78,132 |
| Cumulated write-offs as of 31/12/2011 |
4,724 | 177 | 14,454 | 5,350 | 0 | 24,705 |
| Currency fluctuations | 5 | 0 | 7 | 7 | 0 | 19 |
| Receipts | 383 | 0 | 3,613 | 1,777 | 0 | 5,773 |
| Issues | 636 | 0 | 917 | 306 | 0 | 1,859 |
| Cumulated write-offs as of 31/12/2012 |
4,476 | 177 | 17,157 | 6,828 | 0 | 28,638 |
| Net value on 31/12/2011 | 1,188 | 19,482 | 11,437 | 5,920 | 0 | 38,027 |
| Net value on 31/12/2012 | 1,247 | 25,227 | 12,137 | 9,306 | 1,577 | 49,494 |
| Fixed Assets | Tenant installations | Other equipment, factory and office equipment |
Total |
|---|---|---|---|
| KEUR | KEUR | KEUR | |
| Gross value as of 31/12/2012 | 673 | 6,076 | 6,749 |
| Additions from company mergers | 0 | 120 | 120 |
| Currency fluctuations | 0 | -15 | -15 |
| Receipts | 0 | 684 | 684 |
| Issues | 0 | 784 | 784 |
| Gross value as of 31/12/2013 | 673 | 6,081 | 6,754 |
| Cumulated write-offs as of 31/12/2012 | 489 | 4,335 | 4,824 |
| Additions from company mergers | 0 | 0 | 0 |
| Currency fluctuations | 1 | -7 | -6 |
| Receipts | 30 | 804 | 834 |
| Issues | 0 | 762 | 762 |
| Cumulated write-offs as of 31/12/2013 | 520 | 4,370 | 4,890 |
| Net value on 31/12/2012 | 184 | 1,741 | 1,925 |
| Net value on 31/12/2013 | 153 | 1,711 | 1,864 |
| Fixed Assets | Tenant installations | Other equipment, factory and office equipment |
Total |
|---|---|---|---|
| KEUR | KEUR | KEUR | |
| Gross value as of 31/12/2011 | 670 | 6,034 | 6,704 |
| Additions from company mergers | 5 | 215 | 220 |
| Currency fluctuations | 0 | 15 | 15 |
| Receipts | 19 | 878 | 897 |
| Issues | 21 | 1,065 | 1,087 |
| Gross value as of 31/12/2012 | 673 | 6,076 | 6,749 |
| Cumulated write-offs as of 31/12/2011 | 475 | 4,467 | 4,942 |
| Additions from company mergers | 0 | 0 | 0 |
| Currency fluctuations | 0 | 10 | 10 |
| Receipts | 34 | 692 | 726 |
| Issues | 20 | 834 | 854 |
| Cumulated write-offs as of 31/12/2012 | 489 | 4,335 | 4,824 |
| Net value on 31/12/2011 | 195 | 1,567 | 1,762 |
| Net value on 31/12/2012 | 184 | 1,741 | 1,925 |
Fixed assets are mainly composed of plant and business facilities and are valuated as carried forward procurement costs. 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.
NEXUS AG holds the following direct or indirect ownership interest in the following companies as of 31 December 2013, which are all consolidated at equity:
Affiliated companies
| Affiliated companies | ||
|---|---|---|
| 2013 | 2012 | |
| KEUR | KEUR | |
| Share of participations in the balance sheet | ||
| Short-Term Assets | 51 | 41 |
| Long-Term Assets | 8 | 8 |
| Short-term debts | -20 | -12 |
| Prorated net assets | 39 | 37 |
| Shares in revenue and profit of participations | ||
| Revenue | 115 | 98 |
| Profit | 0 | 1 |
| Accounting value of participation | 43 | 43 |
The inventories are as follows:
| 2013 | 2012 |
|---|---|
| KEUR | KEUR |
| 82 | 4 |
| 201 | 410 |
| 283 | 414 |
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: KEUR 7,534) are entered as expenditures in the business year.
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:
As of 31 December 2013, 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.
Corporate income tax losses carried forward exist in the amount of KEUR 31,740 (previous year: KEUR 35,656) domestically as well as trade tax losses carried forward in the amount of KEUR 30,319 (previous year: KEUR 34,312). There are no more tax losses carried forward for the foreign Group companies (previous year: KEUR 2,109). There are losses carried forward of KEUR 20,771 (previous year: KEUR 36,118) In the total volume, which are assessed as non-utilizable (corporate income tax KEUR 10,841 (previous year: KEUR 17,568), trade tax KEUR 9,930 (previous year: KEUR 16,441), and foreign taxes on profit KEUR 0 (previous year: KEUR 2,109)). A total of KEUR 20,771 (previous year: EUR 34,312) of that can be carried forward for an unlimited time.
| Group Balance Sheet | Consolidated Income Statement | ||||
|---|---|---|---|---|---|
| 31/12/2013 | 31/12/2012 | 31/12/2013 | 31/12/2012 | ||
| KEUR | KEUR | KEUR | KEUR | ||
| Deferred tax asset | |||||
| Tax losses carried forward | 6,109 | 5,541 | 576 | 176 | |
| Valuation differences of pensions | 476 | 404 | 24 | -6 | |
| Valuation differences of securities | 0 | 132 | -132 | 132 | |
| 6,585 | 6,077 | 468 | 302 | ||
| Offsetting with deferred tax liabilities | -2,888 | -1,903 | -468 | -302 | |
| Total deferred tax asset | 3,697 | 4,174 | 0 | 0 | |
| Deferred tax liability | |||||
| Development Costs | 2,712 | 2,509 | -199 | 187 | |
| Valuation differences of receivables | 74 | 56 | -15 | -21 | |
| Technology / know-how | 2,586 | 2,899 | 450 | 382 | |
| Project orders | 42 | 197 | 155 | -158 | |
| Accruals | 38 | 73 | 25 | -25 | |
| Other currency effects | 0 | 9 | 0 | -44 | |
| 5,452 | 5,743 | 416 | 321 | ||
| Of those, offset against deferred tax receivables | -2,888 | -1,903 | 468 | 302 | |
| Total deferred tax liability | 2,564 | 3,840 | 884 | 623 |
| 2013 | 2012 | |
|---|---|---|
| KEUR | KEUR | |
| Change of deferred taxes affecting net income | 884 | 623 |
| Adjustment of deferred taxes entered in other comprehensive income within the context of provisions for pensions |
-18 | 157 |
| Adjustment of deferred taxes entered in other comprehensive income due to currency conversion |
15 | 133 |
| Adjustment of deferred taxes entered in other comprehensive income with the context of company mergers |
-82 | -2,149 |
| Change of deferred taxes in balance sheet item |
799 | -1,236 |
Trade account receivables and other receivables are composed of the following:
| 31/12/2013 | ||
|---|---|---|
| Short-term (< 1 year) |
Long-term (> 1 year) |
|
| KEUR | KEUR | |
| Trade receivables | 19,133 | 0 |
| Receivables from companies valuated at equity |
30 | 0 |
| Project orders with gross amount due from customers |
147 | 0 |
| Other receivables | 10 | 0 |
| Sum | 19,320 | 0 |
| 31/12/2012 | ||
|---|---|---|
| Short-term (< 1 year) |
Long-term (> 1 year) |
|
| KEUR | KEUR | |
| Trade receivables | 18,465 | 0 |
| Receivables from companies valuated at equity |
22 | 0 |
| Project orders with gross amount due from customers |
657 | 0 |
| Sum | 19,144 | 0 |
Refer to the table below for individual value corrections on trade accounts receivable and their development. The project orders with gross amount due from customers (total of the expenses and enter profits for production orders not complete yet, minus the entered losses) in the amount of KEUR 147 (previous year: KEUR 657) will probably be billed and during within one year.
| Trade receivables (gross value) | 31/12/2013 | 31/12/2012 |
|---|---|---|
| KEUR | KEUR | |
| Neither depreciated in value nor overdue |
11,263 | 3,289 |
| Not depreciated in value and overdue in the next periods |
||
| < 30 days | 2,600 | 7,818 |
| 30 – 120 days | 1,929 | 4,139 |
| 120 – 180 days | 620 | 839 |
| 180 – 360 days | 979 | 1,105 |
| > 360 days | 1,328 | 1,134 |
| Individual value adjustment at residual book value |
414 | 141 |
| Book value | 19,133 | 18,465 |
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.
Receivables from deliveries and services in the amount of KEUR 230 (previous year: KEUR 579) were charged off in the business year 2013. There were no received payments (previous year: none) for charged-off receivables. The fair value of trade account receivables and other receivables does not different from the book value. There were receivables diminished in value from deliveries and services in the amount of KEUR 1,973 on 31 December 2013 (previous year: KEUR 1,722). The development of the value adjustment account is as follows:
| Development of individual value adjustment for trade receivables |
2013 | 2012 |
|---|---|---|
| KEUR | KEUR | |
| As of 1 January | 1,581 | 1,398 |
| Inflows affecting expenses | 408 | 643 |
| Consumption | -325 | -329 |
| Cancellation | -105 | -131 |
| As of 31. Dezember | 1,559 | 1,581 |
The other financial assets and short-term financial assets are composed of the following:
| 31/12/2013 | ||
|---|---|---|
| Short-term Long-term (< 1 year) (> 1 year) |
||
| KEUR | KEUR | |
| Other financial assets | ||
| Interest | 4 | 0 |
| Loans to employees and third parties |
585 | 23 |
| Others | 908 | 61 |
| Total of other financial assets | 1,497 | 84 |
| Short-term financial assets | ||
| Securities | 2,142 | 0 |
| Loan against borrower's note | 6,000 | 0 |
| Total of short-germ financial assets |
8,142 | 0 |
| 31/12/2012 | ||
|---|---|---|
| Short-term (< 1 year) |
Long-term (> 1 year) |
|
| KEUR | KEUR | |
| Other financial assets | ||
| Interest | 4 | 0 |
| Loans to employees and third parties |
728 | 28 |
| Others | 397 | 103 |
| Total of other financial assets | 1,129 | 131 |
| Short-term financial assets | ||
| Securities | 2,145 | 0 |
| Loan against borrower's note | 8,000 | 0 |
| Total of short-germ financial assets |
10,145 | 0 |
The current market value of other financial assets does not different from the book value. Valuation adjustments in the amount of KEUR 40 (previous year: KEUR 0) were entered in the reporting 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:
| 31/12/2013 | ||
|---|---|---|
| Procurement expenses |
Fair value | |
| KEUR | KEUR | |
| Securities | ||
| Pension funds | 2,733 | 2,142 |
| Loan against borrower's note | 6,000 | 6,000 |
| Sum | 8,733 | 8,142 |
| 31/12/2012 | ||
|---|---|---|
| Procurement expenses |
Fair value | |
| KEUR | KEUR | |
| Securities | ||
| Pension funds | 2,733 | 2,145 |
| Loan against borrower's note | 8,000 | 8,000 |
| Sum | 10,733 | 10,145 |
In the reporting period, decline in economic usefulness in the amount of KEUR 3 (previous year: KEUR 0) as well revenues of KEUR 0 (previous year: 89) were entered.
As of 31 December 2013, there were no derivative financial instruments, analog to the previous year.
The other non-financial assets are composed of the following:
| 2013 | 2012 | |
|---|---|---|
| KEUR | KEUR | |
| Turnover Tax | 146 | 110 |
| Down payments made | 74 | 51 |
| Wage and salary advances | 17 | 17 |
| From receivables within the context of social security |
719 | 278 |
| Development subsidies | 0 | 106 |
| Prepaid expense and accrued income | 480 | 591 |
| Total of non-financial assets | 1,436 | 1,153 |
The subsidies for development costs in the amount of KEUR 106 in the business year 2012 carried on the balance sheet were removed due to change general conditions.
The current market value of other non-financial assets does not differ from the book value. Unfulfilled conditions and other success uncertainties do not exist in combination with the public subsidies entered in connection with the financial report.
Equity amounted to KEUR 72,369 on the cut-off date (previous year: KEUR 68,113). Refer to the statement of changes in the shareholders' equity as well as to number 3. Company Mergers.
Authorized capital amounted to 15,105,150 no-par value bearer shares as of 31 December 2013. These have divided with a calculated share of base capital of EUR 1.00 been paid in full. 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. 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 KEUR 252
were purchased by the cut-off date of 31 December 2012 as well as 5,000 share certificates at KEUR 28 in the business year 2013. 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.
Authorized capital in the amount of EUR 6,352,575.00 (previous year: 6,352,575.00) existed on the balance sheet cut-off date.
Authorized but Unissued Capital and Stock Option Plans (AOP)
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 233 will be incurred in the business years 2012-2014. Expenditures for value increase rights of KEUR 115 were recorded in the business year 2013. The number of virtual options is 100,000 shares. Twenty-three stock price rates over the course of remaining term 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 2.0 % 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.
The capital reserves increased by EUR 23,000 due to the issue of 5,000 own shares. Equity amounted to KEUR 25,780 on the cut-off date (previous year: KEUR 25,757).
The equity capital difference from currency conversion results from differences, which resulted from the conversion of the annual financial statements of the foreign subsidiaries.
The validation reserve for purchase price liabilities contained the adjusted current value of the conditional purchase price from the acquisition of Domis Consulting AG, Altishofen, in the previous year. This was assigned to the profit carried forward via other comprehensive income in the business year 2013.
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 71.0 % (previous year: 67.3 %) on the balance sheet cutoff date. Third-party financing is almost exclusively via liabilities, which result from business operations, as well as via pensions to a slight extent. There are almost no interestbearing financial liabilities.
In May 2013, a dividend in the amount of EUR 0.11 was paid on the 15,065,542 shares with a right to a dividend on bearer, no-par shares.
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, NEXUS . IT GmbH SÜDOST, NEXUS / CCC GmbH, NEXUS . IT GmbH NORD and for the assumed pension obligations for the ASS.TEC Beratungsgesellschaft für Anwendungen, Systeme, Strategien und Technologien mbH. The performanceoriented 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 as well as for one company in Germany.
The performance-oriented plans burden the Group with actuarial risks, for example, the long life risk, currency risk, interest rate risk and market (system) risk.
While domestic pension obligations are financed by the company with the exception of ASS.TEC, the obligations in Switzerland and for ASS.TEC Beratungsgesellschaft für Anwendungen, Systeme, Strategien und Technologien mbH are managed and financed via insurance companies. The financing requirements are based on actuarial evaluation concepts.
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 2005 – 2009 based on the tariff BVG 2010 were used as a basis.
| 2014 1) | 2013 | 2012 | |
|---|---|---|---|
| % | % | % | |
| Calculated interest rate (D) | 3.0 | 3.0 | 3.0 |
| Calculated interest rate (CH) | 2.0 | 2.0 | 1.6 |
| Average fluctuation rate (D) | 5.0 | 5.0 | 5.0 |
| Average fluctuation rate (CH) | 15.0 | 15.0 | 15.0 |
| Wage and salary trend (D) | 0.0 | 0.0 | 0.0 |
| Wage and salary trend (CH) | 1.0 | 1.0 | 1.0 |
| Annual increase of current pensions (D) | 2.0 | 2.0 | 2.0 |
| Annual increase of current pensions (CH) | 0.0 | 0.0 | 0.0 |
1) Basis for the sensitivity analysis
On 31 December 2013, the weighted average term of performanceoriented obligations was domestically 15 years in Germany (previous year: 15 years) and 6 years (previous year: 6 years) in Switzerland.
Change of the net debt from performance-oriented obligations The changes of the cash value of performance-oriented obligations and the plan assets are as follows:
| 2013 | 2012 | |
|---|---|---|
| KEUR | KEUR | |
| Cash value of obligations at beginning of reporting period |
16,979 | 15,138 |
| Enter in profit or loss | ||
| Current staff expenses | 735 | 516 |
| Service costs to be calculated retroactively | 117 | 0 |
| Interest expense (interest received) | 358 | 360 |
| Entered in other comprehensive income | ||
| Actuarial profit (-)/loss (+) from | ||
| · demographic assumptions | 754 | 0 |
| · financial assumptions | -593 | 666 |
| · adjustment based on experience | -271 | 41 |
| Currency fluctuations | -257 | 110 |
| Other | ||
| Additional pension obligations | 3,883 | 0 |
| Paid benefits | -936 | -415 |
| Employee contributions | 621 | 563 |
| 21,390 | 16,979 |
| 2013 | 20122) | 2012 | |
|---|---|---|---|
| KEUR | KEUR | KEUR | |
| Cash value of plan assets at beginning of reporting period |
14,382 | 13,253 | 13,253 |
| Enter in profit or loss | |||
| Interest received 2) | 299 | 309 | 343 |
| Entered in other comprehensive income | |||
| Revenue from plan assets without interest received 2) |
-148 | -10 | -44 |
| Currency fluctuations | -230 | 102 | 102 |
| Other | |||
| Plan assets receipt | 3,417 | 0 | 0 |
| Employer contribution | 591 | 565 | 565 |
| Employee contributions | 621 | 563 | 563 |
| Capital payments | -913 | -400 | -400 |
| Cash value of the plan assets at the end of the reporting period |
18,019 | 14,382 | 14,382 |
2) NEXUS has adopted IAS 19 (revised) since 1 January 2013. This change of the accounting principles have been adopted retrospectively. The comparison figures 2012 have been adjusted.
Due to the adaptation of IAS 19 (revised), KEUR 34 from the profit carried forward was reclassified into the cumulative other Group result retrospectively.
| 2013 | 2012 | |
|---|---|---|
| KEUR | KEUR | |
| Cash value of externally financed obligations |
20,511 | 16,072 |
| Fair value of plan assets | 18,019 | 14,382 |
| Shortage | 2,492 | 1,690 |
| Cash value of financed obligations | 879 | 907 |
| Financing status | 3,371 | 2,597 |
| Pension obligations on the balance sheet | 3,371 | 2,597 |
| of which shown as pension accruals | 3,371 | 2,597 |
An inflow into the plan assets in the amount of KEUR 3,339 as well as a gross obligation in the amount KEUR 3,804 was recorded due to the acquisition of syseca informatik ag, Lucerne (CH). The pension obligation on the balance sheet is KEUR 465.
The obligation is divided into the participant groups as follows:
| 2013 | |
|---|---|
| KEUR | |
| Active employees | 2,447 |
| No longer working due to accident | 348 |
| Retired | 576 |
| 3,371 |
During 2013, pension contracts were adjusted for numerous employees in Switzerland to consider the new legal requirements there with respect to the retirement age. As a result of supplementing the plan, the performance-oriented obligation of the Group increased by 117 KEUR (31 December 2012: 0 KEUR). Corresponding expenses of the service costs to be calculated retroactively were entered in profit or loss during 2013.
Actuarial profits and losses in 2013 in the amount of KEUR 39 were entered under other revenue in equity capital after consideration of deferred taxes. The cumulated actuarial losses were entered in other comprehensive income with KEUR 2,116 minus deferred taxes. The total expenditures for performance-oriented employer's pension commitments, which are contained in personnel expenses, are composed of the following:
| 2013 | 20121) | 2012 | |
|---|---|---|---|
| KEUR | KEUR | KEUR | |
| Current and retroactively to be attribute service time expenses |
852 | 516 | 516 |
| Interest payments | 358 | 360 | 360 |
| Interest received from plan assets 1) | -299 | -309 | -343 |
| Net pension expenses | 911 | 567 | 533 |
1) NEXUS has adopted IAS 19 (revised) since 1 January 2013. This change of the accounting principles have been adopted retrospectively. The comparison figures 2012 have been adjusted.
The actual results of the plan assets amount to KEUR -151 percent (previous year: KEUR -299). The plan assets are to the account of Swiss plans as well as ASS.TEC Beratungsgesellschaft für Anwendungen, Systeme, Strategien und Technologien mbH and are composed of claims against pension schemes.
The plan assets in Switzerland and Germany are as follows:
| 2013 | |
|---|---|
| KEUR | |
| Fixed interest securities in Switzerland | 6,011 |
| Fixed interest securities in foreign countries | 1,850 |
| Loans, mortgages and other receivables at nominal value | 2,475 |
| Real estate | 2,462 |
| Bonds in Switzerland | 1,369 |
| Bonds in foreign countries | 492 |
| Stocks in Switzerland | 190 |
| Global stocks | 411 |
| Other stocks | 1,129 |
| Cash and fixed-term deposits | 796 |
| Fund | 458 |
| Other | 376 |
| Sum | 18,019 |
The composition of plan assets is almost unchanged in the distribution of asset categories compared to the business year 2012.
Adjustments of pension obligations based on experience amount to KEUR 422 percent (previous year: KEUR 41), and those of the plan assets to KEUR -148 (previous years: KEUR -10).
| 2013 | 20121) | 2011 | 2010 | 2009 | |
|---|---|---|---|---|---|
| KEUR | KEUR | KEUR | KEUR | KEUR | |
| Cash value of pension obligations |
21,390 | 16,979 | 15,138 | 10,789 | 610 |
| Fair value of plan assets |
-18,019 -14,382 -13,253 | -9,570 | 0 | ||
| Plan shortfall | 3,371 | 2,597 | 1,885 | 1,219 | 610 |
| Adjustment of pension obligations based on experience |
422 | 41 | -698 | 343 | -5 |
| Adjustment of plan assets based on experience |
-148 | -10 | -1,015 | 0 | 0 |
1) NEXUS has adopted IAS 19 (revised) since 1 January 2013. This change of the accounting principles have been adopted retrospectively. The comparison figures 2012 have been adjusted.
In Germany, the social pension fund is considered a contributionoriented pension plan. The expenditures entered for the social pension fund for the employees subject to social insurance contributions amounted to KEUR 2,011 in the past business year (previous year: KEUR 1,364). 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 25).
If other assumptions had remained constant, the changes possible on the closing key date could have influenced the following amounts with reasonable consideration of a decisive actuarial assumption of the performance-oriented obligation.
We assume that the factors fluctuation and mortality are not subject to any decisive volatility due to the duration of the essential obligations. Consequently, we have not conducted a sensitivity analysis at this spot.
| 2013 | |
|---|---|
| Change of the obligation | KEUR |
| Current assumption as of 31/12/2013 | |
| Total obligation | 21,390 |
| Externally financed obligation | 20,511 |
| Internally financed obligation | 879 |
| Discount interest rate +0.5% | -992 |
| Discount interest rate -0.5% | 1,101 |
| Salary increase rate +0.5% 1) | 96 |
| Salary increase rate -0.5% 1) | -93 |
| Pension trend +0.5% 2) | 60 |
| Pension trend -0.5% 2) | -55 |
1) Due to the assumption of annual salary increases domestically of 0 %, the sensitivity analysis only concerns the salary increase rate for the external financial obligations in Switzerland.
2) Due to the assumption of annual increases of pensions in Switzerland of 0 %, the sensitivity analysis only concerns the pension trend for domestic obligations.
Although the analysis does not consider the complete split of the expected cash flows according to the plan, it provides an approximate value for the sensitivity of the depicted assumptions.
For the business year 2014, pension expenses in the amount of KEUR 1,145, a cash value of the obligation in the amount of KEUR 22,498 as well as a fair value of the plan asset in the amount of KEUR 18,944 is predicted. Pension payments in the amount of KEUR 639 from the employer.
The expected contributions to the plan assets for 2014 amount to KEUR 609.
Applying IAS 19 in its old version would have result in the following changes on the consolidated balance sheet and the Group profit and loss statement:
The accruals are composed of the following:
| As of 01/01/2013 | Usage 2013 | Redemption 2013 | Additions 2013 | As of 31/12/2013 | |
|---|---|---|---|---|---|
| KEUR | KEUR | KEUR | KEUR | KEUR | |
| Benefits still to be paid | 1,112 | 1,026 | 0 | 456 | 542 |
| Other accruals | 203 | 124 | 13 | 308 | 374 |
| 1,315 | 1,150 | 13 | 764 | 916 |
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 2014. The other accruals will presumably be used in the coming year.
The liabilities with respect to due dates are as follows:
| 31/12/2013 | ||
|---|---|---|
| Short-term (< 1 year) |
Long-term (> 1 year) |
|
| KEUR | KEUR | |
| Financial liabilities | 152 | 43 |
| Trade accounts payable | 4,011 | 0 |
| Income tax liability | 754 | 0 |
| Deferred revenue | 4,344 | 0 |
| Other non-financial debts | 6,462 | 0 |
| ∙ Payments received | 5,641 | 0 |
| ∙ Other taxes | 821 | 0 |
| Other financial debts | 4,226 | 2,754 |
| ∙ From obligations for salary payables |
1,002 | 0 |
| ∙ Others | 3,224 | 2,754 |
| 19,949 | 2,797 |
| 31/12/2012 | ||
|---|---|---|
| Short-term (< 1 year) |
Long-term (> 1 year) |
|
| KEUR | KEUR | |
| Financial liabilities | 385 | 0 |
| Trade accounts payable | 4,079 | 0 |
| Income tax liability | 513 | 0 |
| Deferred revenue | 3,569 | 0 |
| Other non-financial debts | 8,132 | 0 |
| ∙ Payments received | 5,973 | 0 |
| ∙ Other taxes | 2,159 | 0 |
| Other financial debts | 3,594 | 5,030 |
| ∙ From obligations for salary payables |
2,739 | 0 |
| ∙ Others | 855 | 5,030 |
| 20,272 | 5,030 |
The financial liabilities include liabilities to banks.
The income tax liabilities concern actual tax debts for the current period and earlier period. They are to be assessed with the amount, which is to be paid to tax authorities. 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.
Revenue deferrals are required if the performance time for realized sales revenues deviating from the business year for the area of software maintenance. The assignment of cost or expense not relating to accounting period will be transferred to the following business year affect the result.
The other non-financial debts contain received payments for customer contracts and other taxes (turnover tax, wage and church tax payment obligations as well as social security payments).
In the position Other, the probable purchase price obligations from conditional purchase prices for purchasing remaining company shares are entered in the amount of KEUR 3,933 (previous year: KEUR 4,747).
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:
| 31/12/2013 | 2014 | 2015 to 2018 |
Starting from 2019 |
|---|---|---|---|
| KEUR | KEUR | KEUR | |
| Rental | 1,471 | 3,205 | 341 |
| Leasing | 797 | 833 | 0 |
| 2,268 | 4,038 | 341 |
| 31/12/2012 | 2013 | 2014 to 2017 |
Starting from 2018 |
|---|---|---|---|
| KEUR | KEUR | KEUR | |
| Rental | 1,512 | 2,707 | 531 |
| Leasing | 780 | 865 | 0 |
| 2,292 | 3,572 | 531 |
The rent and leasing payments of the business year amount to:
| 2013 | 2012 | |
|---|---|---|
| KEUR | KEUR | |
| Rental | 1,464 | 1,826 |
| Leasing | 945 | 1,141 |
| 2,409 | 2,967 |
Rental and leasing agreements contain neither extension nor purchase options according to price adjustment clauses. Only minimum leasing payments are contained in 2013.
The consolidated revenues are categorized in the following overview according to regions and business areas:
| Healthcare Software | ||||
|---|---|---|---|---|
| 2013 | 2012 | |||
| KEUR | % | KEUR | % | |
| Germany | 34,123 | 52.5 | 29,216 | 51.3 |
| Austria | 1,895 | 2.9 | 1,172 | 2.1 |
| Switzerland / Liechtenstein |
24,737 | 38.1 | 23,325 | 41.0 |
| Other regions | 4,185 | 6.5 | 3,208 | 5.6 |
| Total | 64,940 | 100.0 | 56,921 | 100.0 |
| Healthcare Service | ||||
|---|---|---|---|---|
| 2013 | 2012 | |||
| KEUR | % | KEUR | % | |
| Germany | 7,762 | 93.3 | 5,240 | 96.7 |
| Austria | 107 | 1.3 | 97 | 1.8 |
| Switzerland/ Liechtenstein |
72 | 0.9 | 82 | 1.5 |
| Other regions | 382 | 4.5 | 0 | 0.0 |
| Total | 8,323 | 100.0 | 5,419 | 100.0 |
They are attributed to:
| 2013 | 2012 | |||
|---|---|---|---|---|
| KEUR | % | KEUR | % | |
| Deliveries | 6,567 | 9.0 | 4,533 | 7.3 |
| Services | 52,834 | 72.1 | 47,084 | 75.5 |
| Licenses | 13,862 | 18.9 | 10,723 | 17.2 |
| Total | 73,263 | 100.0 | 62,340 | 100.0 |
The sales revenue from long-term orders entered according to the PoC method in the reporting year amount to KEUR 39,618 (previous year: KEUR 33,413).
The other operating income refer among other things to revenues from purchase price adjustments KEUR 1,151 (previous year: KEUR 0), cash-value benefits in the amount of KEUR 227 (previous year: KEUR 51), revenues from charging off short-term liabilities in the amount of KEUR 125 (previous year: KEUR 338), redemption of value adjustments from receivables in the amount of KEUR 105 (previous year: KEUR 131), foreign currency profits in the amount of KEUR 74 (previous year: KEUR 645), revenue from closing out reserves in the amount of KEUR 13 (previous year: KEUR 0), and revenues from insurance refunds in the amount of KEUR 33 (previous year: KEUR 18).
| Der Materialaufwand stellt sich im Berichtszeitraum wie folgt dar: | ||
|---|---|---|
| 2013 | 2012 | |
| KEUR | KEUR | |
| Costs of raw materials, consumables and supplies and for purchased goods |
8,762 | 7,534 |
| Cost for purchased services | 5,053 | 4,110 |
| 13,815 | 11,644 |
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:
| 2013 | 2012 | |
|---|---|---|
| Employees | 620 | 478 |
| Management staff | 13 | 12 |
| 633 | 490 |
Personnel costs developed during the business year as follows:
| 2013 | adjusted** 2012 |
|
|---|---|---|
| KEUR | KEUR | |
| Wages and salaries | 34,263 | 29,484 |
| Social insurance contributions and contributions for old-age pensions and support |
6,323 | 5,116 |
| 40,586 | 34,600 |
** Adjustment due to IAS 19 (revised); cf. Notes 13 and 26.
In personal costs, KEUR 115 (previous year: KEUR 40) refer to expenditures for stock-based payments, which were entered split during the salary period according to IFRS 2.
The other operational expenditures are as follows:
| 2013 | 2012 | |
|---|---|---|
| KEUR | KEUR | |
| Operating costs | 3,547 | 2,529 |
| Sales costs | 2,943 | 2,806 |
| Administration costs | 2,971 | 2,691 |
| Other operating expenses | 2,308 | 2,622 |
| Other taxes | 33 | 62 |
| 11,802 | 10,710 |
The other operational expenses mainly concern purchase price adjustments KEUR 1.334 (previous year: KEUR 0), contributions of valuation adjustment in the amount of KEUR 408 (previous year: KEUR 643), write-offs and losses from receivables in the amount of KEUR 230 (previous year: KEUR 251), currency rate losses in the amount of KEUR 114 (previous year: KEUR 282), losses from asset disposals in the amount of KEUR 51 (previous year: KEUR 737) as well as contributions to accruals in the amount of KEUR 1 (previous year: KEUR 173). The other operational expenditures in the table above include payment to the auditing company for the Group Financial Statement as follows:
| 2013 | 2012 | |
|---|---|---|
| KEUR | KEUR | |
| Audit (individual accounts and Group audit) |
134 | 133 |
| Tax consultant services | 41 | 62 |
| 175 | 195 |
In the business year 2013, KEUR 25 (previous year: KEUR 0) were due retroactively for the Group Financial Statement of the previous business year.
The proportional year-end results of companies valuated at equity, which are due to the Nexus Group, are shown in the amount of KEUR 0 (previous year: KEUR 0) as well as expenses from disposal of companies at equity in the amount of KEUR 0 (previous year: KEUR 47) from the disposal of nexus/Arabia Ltd., Riyadh.
From finance income, KEUR 120 (previous year: KEUR 200) are revenue from securities, KEUR 69 (previous year: KEUR 138) interest revenue from bank deposits, KEUR 0 (previous year: KEUR 89) contributions to current-asset securities, and KEUR 32 (previous year: KEUR 54) on other interest receivable and similar income.
From finance expenses, KEUR 3 (previous year: KEUR 0) are writeoffs and outflow losses from securities of current assets, KEUR 43 (previous year: KEUR 2) interest payments from bank liabilities, and KEUR 17 (previous year: KEUR 11) other interest payable and similar expenses.
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 2013, 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:
| 2013 | 2012 | |
|---|---|---|
| KEUR | KEUR | |
| Current tax expenses | -742 | -685 |
| · current year | -730 | -649 |
| · previous years | -12 | -36 |
| Deferred tax expenses/income | 884 | 624 |
| · Creation/reversal of deferred differences | 884 | 624 |
| 142 | -61 |
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 15.59 % were set for the trade tax on earnings depending on the municipality. Taxes on profit in foreign countries are between 12.2 % 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:
| adjusted** | ||
|---|---|---|
| 2013 | 2012 | |
| KEUR | KEUR | |
| Profit before tax | 7,078 | 5,789 |
| Expected tax expenses 28.4% (previous year: 28.4%) |
-2,012 | -1,655 |
| Change of non-capitalized deferred taxes on losses carried forward |
1,893 | 1,544 |
| Previous year taxes and other deviations | 278 | 255 |
| Tax expenses according to the Group profit and loss statement |
-83 | -107 |
| Previous year taxes and other deviations | 66 | -98 |
| Tax expenses according to the Group profit and loss statement |
142 | -61 |
** Adjustment due to IAS 19 (revised); cf. Notes 13, 20 and 26.
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 2013, so that no dilution effect results. An average number of stocks of 15,065 thousand (previous year: 14,406 thousand) was used as the based for calculating the watered result per share.
| 2013 | 20121) | 2012 | |
|---|---|---|---|
| Group result (Group share) in KEUR | 7,601 | 6,094 | 6,128 |
| Average of issued shares in circulation (in thousands) |
15,065 | 14,406 | 14,406 |
| Result per share in EUR (diluted and undiluted) |
0.50 | 0.42 | 0.43 |
1) NEXUS has adopted IAS 19 (revised) since 1 January 2013. This change of the accounting principles have been adopted retrospectively. The comparison figures 2012 have been adjusted.
The weighted average of common shares for the business year 2013 is calculated as follows:
| Common shares |
Own shares |
Total of common shares |
|
|---|---|---|---|
| January | 15,063,542 | 15,063,542 | |
| February | 15,063,542 | 15,063,542 | |
| March | 15,063,542 | 15,063,542 | |
| April | 15,063,542 | 15,063,542 | |
| May | 15,063,542 | 15,063,542 | |
| June | 15,063,542 | 15,063,542 | |
| July | 15,063,542 | 15,063,542 | |
| August | 15,063,542 | 15,063,542 | |
| September | 15,063,542 | 3,000 | 15,066,542 |
| October | 15,066,542 | 15,066,542 | |
| November | 15,066,542 | 15,066,542 | |
| December | 15,066,542 | 2,000 | 15,068,542 |
| Total | 5,000 | 180,776,504 | |
| Average | 15,064,709 |
The weighted average of common shares for the business year 2012 is calculated as follows:
| Common shares |
Own shares |
Increase of capital stock |
Total of common shares |
|
|---|---|---|---|---|
| January | 14,294,958 | -4,010 | 14,290,948 | |
| February | 14,290,948 | -6,638 | 14,284,310 | |
| March | 14,284,310 | 14,284,310 | ||
| April | 14,284,310 | 14,284,310 | ||
| May | 14,284,310 | 14,284,310 | ||
| June | 14,284,310 | -13,635 | 14,270,675 | |
| July | 14,270,675 | -3,500 | 14,267,175 | |
| August | 14,267,175 | -6,133 | 14,261,042 | |
| September | 14,261,042 | 14,261,042 | ||
| October | 14,261,042 | 14,261,042 | ||
| November | 14,261,042 | 800,000 | 15,061,042 | |
| December | 15,061,042 | 2,500 | 15,063,542 | |
| Total | -31,416 | 172,873,748 | ||
| Average | 14,406,146 |
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.
The cash flow from current business activities increased from KEUR 8,276 to KEUR 10,544 the 2013. The lower amount of prefinancing due to customer payments as well as the reduction of reserves and liabilities are reflected in this.
The cash flow from investment activities is considerably lower at KEUR -3,687 (previous year: -12,990) than in the previous year. Two company purchases and the investments in intangible assets as well as the due date of short-term financial assets were also the focus of investment activities in 2013.
The cash flow from financing activities in the amount of KEUR -3.920 (previous year: KEUR 5.326) was decisively influenced by dividend payments of KEUR 1,657 (previous year: KEUR 1.428) to our shareholders as well as purchases of shares of an already complete consolidated company.
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 / PAT.INT and NEXUS / NCS, software solutions for the healthcare system are developed and marketed in administrative and medical areas. The economic development of these business units reacts uniformly to external influences. In addition, the offered products and services, the service creation process, the customers and the sales methods are almost identical or similar. For the reasons cited, these six business units are combined in the reportable segment Healthcare Software.
Management controls the segments via the operational segment result and segment sales.
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 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: cf. 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.
The geographic segments are as follows:
| 2013 | 2012 | |
|---|---|---|
| KEUR | KEUR | |
| Sales | ||
| Germany | 41,885 | 34,456 |
| Austria | 2,002 | 1,269 |
| Switzerland | 24,809 | 23,407 |
| Other regions | 4,567 | 3,208 |
| 73,263 | 62,340 | |
| Fixed assets* | ||
| Germany | 36,818 | 37,848 |
| Austria | 4 | 14 |
| Switzerland | 13,445 | 12,483 |
| Other regions | 1,131 | 1,074 |
| 51,398 | 51,419 |
* without financial assets
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 nonpayment 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 company 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 credit lines and other control methods within the framework of debt management (e.g., credit investigations). There is no concentrated default risk of individual receivables on the balance sheet key date in the Group greater than EUR 1.0 million. There were receivables diminished in value from deliveries and services in the amount of KEUR 1,973 on 31 December 2013 (previous year: KEUR 1,722).
With the claims for loans shown under other financial assets against a third party in the amount of EUR 0.6 (previous year: EUR 0.7 million), there is an essential risk concentration. This claim for the loan is collateralized 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.
Borrower's note loans are completely safeguarded against default.
The default risk is limited to the book value (KEUR 29,104; previous year: 30,549).
| Reporting according to Business Segments |
Healthcare Software |
Healthcare Service |
Consolidation | Group | ||||
|---|---|---|---|---|---|---|---|---|
| 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2013 | adjusted** 2012 |
|
| KEUR | KEUR | KEUR | KEUR | KEUR | KEUR | KEUR | KEUR | |
| Revenue | ||||||||
| Sales with third parties | 64,940 | 56,921 | 8,323 | 5,419 | 73,263 | 62,340 | ||
| · Deliveries | 4,137 | 3,265 | 2,430 | 1,268 | 6,567 | 4,533 | ||
| · Services | 47,301 | 43,606 | 5,533 | 3,478 | 52,834 | 47,084 | ||
| · Licenses | 13,502 | 10,050 | 360 | 673 | 13,862 | 10,723 | ||
| Sales between segments | 384 | 79 | 4,981 | 4,342 | -5,365 | -4,421 | 0 | 0 |
| Segment sales | 65,324 | 57,000 | 13,304 | 9,761 | -5,365 | -4,421 | 73,263 | 62,340 |
| Operating segment result | 6,181 | 4,764 | 739 | 604 | 6,920 | 5,368 | ||
| Revenue from companies valuated at equity |
0 | -47 | ||||||
| Finance Income | 221 | 481 | ||||||
| Financing expenses | -63 | -13 | ||||||
| Profit before tax | 7,078 | 5,789 | ||||||
| Income tax | 142 | -61 | ||||||
| Group consolidated profit for the financial year |
7,220 | 5,728 | ||||||
| Of which to the account of: | ||||||||
| · Stockholders of NEXUS AG | 7,601 | 6,094 | ||||||
| · Shares of non-controlling partners |
-381 | -366 | ||||||
| Segment assets | 75,784 | 76,159 | 3,360 | 5,052 | 79,144 | 81,211 | ||
| Financial Assets | 43 | 43 | ||||||
| Other assets | 3,017 | 2,324 | ||||||
| Credited deferred taxes | 3,697 | 4,174 | ||||||
| Profit tax receivables | 404 | 509 | ||||||
| Cash and balance in bank | 15,662 | 12,906 | ||||||
| Total assets | 101,966 | 101,167 | ||||||
| Segment debts | 23,363 | 24,305 | 1,900 | 2,593 | 25,263 | 26,898 | ||
| Financial liabilities | 195 | 385 | ||||||
| Profit tax liabilities | 754 | 513 | ||||||
| Other tax liabilities | 821 | 1,418 | ||||||
| Debited deferred taxes | 2,564 | 3,840 | ||||||
| Total liabilities | 29,597 | 33,054 | ||||||
| Investments | 5,109 | 5,308 | 233 | 218 | 5,342 | 5,526 | ||
| Depreciation | 6,703 | 6,326 | 375 | 173 | 7,078 | 6,499 |
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 addition, the company has approved capital available in the amount of KEUR 6,353 (previous year: KEUR 6,353) for further capital increases.
There are no significant liabilities to banks in the Group.
The table below shows the effect of the cash flows not discounted from original financial payables as well as from derivative finance instruments on the liquidity position of the Group and compares them to the book values. Negative values correspond to a cash inflow. Payment flows deviating significantly from this (deadlines or contributions) are not expected.
NEXUS AG invoiced approx. 40.1 % of its sales outside of the euro sphere in 2013 (previous year: 44.7 %). We incur costs in Swiss francs due to our operations in Switzerland, but only slight costs in US dollars. As of 31 December 2013, the Group had holdings in USD in the amount of TUSD 129 = KEUR 94 (31 December 2012: TUSD 60 = KEUR 45) and holdings in Swiss francs in the amount of TCHF 5,558 = KEUR 4,530 (31 December 2012: TCHF 4,223 = KEUR 3,498). There were trade receivables and other receivables in foreign currency in the amount of TSUD 50 = KEUR 36 (31 December 2012: TSUD 0 = KEUR 0), TNOK 142 = KEUR 17 (31 December 2012: TNOK 0 = KEUR 0) as well as TCHF 7,471 = KEUR 6,089 (31 December 2012: TCHF 8,291 = KEUR 6,868) on 31 December 2013. The trade accounts payable in foreign currency were TCHF 1,728 = KEUR 1,409 (31 December 2012: TCHF 1,502 = KEUR 1,244) on 31 December
| Book value | Cash Flows | Cash Flows | Cash Flows | |
|---|---|---|---|---|
| 31/12/2013 (Previous year) |
Within one year (Previous year) |
Within 1 to 5 years (Previous year) |
After more than 5 years (Previous year) |
|
| Self-generated financial liabilities | KEUR | KEUR | KEUR | KEUR |
| Financial liabilities | 195 (385) | 152 (385) | 43 (0) | 0 (0) |
| Trade accounts payable | 4,011 (4,079) | 4,011 (4,079) | 0 (0) | 0 (0) |
| Other liabilities | 7,734 (8,624) | 4,980 (3,594) | 2,754 (5,030) | 0 (0) |
| Sum | 11,940 (13,088) | 9,143 (8,058) | 2,797 (5,030) | 0 (0) |
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.
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.
2013; the liabilities in USD are not substantial as was the case in the previous year. 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 percent 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 13 (previous year: KEUR 5). 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 468 (previous year: KEUR 562).
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 syseca informatik ag, Lucerne (100 %) 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 3 (previous year: KEUR 0), which are entered in the position Finance Expenses. Profits are shown under Finance Income.
No impairments of value in the reporting year 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 -541 (previous year: KEUR -893). These are shown in item Other Operating Expenses. Profits from value adjustments in the amount of KEUR 105 (previous year: KEUR 131) are shown under Other Operating Income.
The net profits and losses from financial instruments (according to valuation category) in business year can be summarized as follows:
| 2013 | 2012 | |
|---|---|---|
| KEUR | KEUR | |
| FVTPL (HfT) | 0 | 81 |
| Net change of fair value of derivative financial instruments |
0 | 81 |
| AfS | -3 | 89 |
| Net change of fair value of securities | -3 | 89 |
| LaR | -957 | -762 |
| Net change of fair value of receivables | -957 | -762 |
| -961 | -592 |
Interest income / expenses from financial instruments, which were not valuated with adjusted current value as revenue, were as follows in the business year 2013:
| Interest Income / expenditures from financial instruments |
2013 | 2012 |
|---|---|---|
| KEUR | KEUR | |
| Interest revenue | 221 | 392 |
| Interest expenses | 63 | 13 |
| 158 | 379 |
Interest revenue refers to financial instruments of the category AfS with KEUR 80 (previous year: KEUR 143). Interest revenue on valuereduced financial assets was KEUR 80 (previous year: KEUR 143).
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 according 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.
| 31/12/2013 | ||||
|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Sum | |
| Financial assets | 2,142 | 0 | 0 | 2,142 |
| Securities | 2,142 | 0 | 0 | 2,142 |
| 31/12/2012 | ||||
|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Sum | |
| Financial assets | 2,145 | 0 | 0 | 2,145 |
| Securities | 2,145 | 0 | 0 | 2,145 |
| 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 valued at cost less |
| depreciation |
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. With respect to the borrower's note loan, the fair value does not deviated essentially from the book value, because notice of termination can be given for this semi-annually, it has a variable interest rate and is refund at nominal value.
There were no contingent liabilities on 31 December 2013 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. Sales were made in the amount of KEUR 60 (previous year: EUR 60) and no purchases were made. There were outstanding receivables from deliveries and services in the amount of KEUR 30 on the cut-off date (previous year: KEUR 12) and there were no outstanding payables for goods and services. There were no business transactions with the affiliated companies Medidata GmbH, Berlin, and Palladium-med GmbH, Berlin, in the business year.
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 Supervisory Board, the members of the Supervisory Board provide services themselves or via companies affiliated with them for the Group and invoice them in line with customary market conditions. In 2013, the expenses for such service fees amounted to KEUR 73 (previous year: EUR 147). There were outstanding trade accounts payables in the amount of KEUR 3 on the balance sheet cut-off date (previous year: KEUR 3). In addition, Group companies provide services to Supervisory Board members and invoice them in line with customary market conditions. In 2013, the revenues from such services amounted to KEUR 101 (previous year: EUR 113). There were outstanding trade account receivables in the amount of KEUR 21 on the balance sheet cut-off date (previous year: KEUR 36). 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 2013 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.
The following persons are members of the Supervisory Board:
The overall remuneration of the Supervisory Board amounted to KEUR 115 (previous year: KEUR 112).
The Executive Board:
The total salaries are as follows:
| 2013 | 2012 | |
|---|---|---|
| Salary components | KEUR | KEUR |
| Non-performance-related components | 622 | 613 |
| a) Services due in the short term | 597 | 588 |
| b) Benefits after termination of employment |
25 | 25 |
| Performance-related components without long-term incentives |
350 | 350 |
| Sum | 972 | 963 |
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 in line with Section 286 para. 5 of the German Commercial Code (HGB) for the business years 2012 until 2016.
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 115 (previous year: KEUR 40) were added corresponding to the vesting period in 2013.
The adjusted fair value was KEUR 155 on 31 December 2013.
In the business year 2013, the number of stocks held by the Executive Board and the Supervisory Board changed as shown in the table below.
| Supervisory Board | Number of shares held |
Number of options |
|---|---|---|
| Dr. Hans-Joachim König | 101,239 previous year (101,239) |
0 previous year (0) |
| Prof. Dr. Alexander Pocsay | 121,500 previous year (121,500) |
0 previous year (0) |
| Erwin Hauser | 15,000 previous year (15,000) |
0 previous year (0) |
| Prof. Dr. Ulrich Krystek | 0 previous year (0) |
0 previous year (0) |
| Wolfgang Dörflinger (MBA) | 0 previous year (0) |
0 previous year (0) |
| Matthias Gaebler | 0 previous year (0) |
0 previous year (0) |
| Executive Board | ||
| Dr. Ingo Behrendt (MBA) | 112,000 previous year (169,000) |
0 previous year (0) |
| Ralf Heilig (MBA) | 135,350 previous year (135,350) |
0 previous year (0) |
| Edgar Kuner (graduated engineer) |
248,051 previous year (248,051) |
0 previous year (0) |
There were no events requiring reporting after the balance sheet key date.
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, den 14 March 2014
NEXUS AG The Executive Board
| As of 31/12/2013 in KEUR | Class pursuant to IFRS 7.6 |
Fair value | Book value | Valuation base on the balance sheet according to valuation category IAS 39 |
|||
|---|---|---|---|---|---|---|---|
| Valuation | As of 31/12/2013 |
As of 31/12/2013 |
FVTPL (HfT) |
AfS | LaR | FLAC | |
| Assets | |||||||
| Securities | at fair value | 2,142 | 2,142 | – | 2,142 | – | – |
| Loan against borrower's note | at procurement costs carried forward |
6,000 | 6,000 | – | – | 6,000 | – |
| Cash and credit balances at banks | – | – | 15,662 | – | – | – | – |
| Trade receivables | at procurement costs carried forward |
19,133 | 19,133 | – | – | 19,133 | – |
| Receivables from companies valuated at equity |
at procurement costs carried forward |
30 | 30 | – | – | 30 | – |
| Project orders with gross amount due from customers |
at procurement costs carried forward |
147 | 147 | – | – | 147 | – |
| Other receivables | at procurement costs carried forward |
10 | 10 | – | – | 10 | – |
| Other self-generated financial liabilities |
at procurement costs carried forward |
1,581 | 1,581 | – | – | 1,581 | – |
| 29,043 | 44,705 | – | 2,142 | 26,901 | – | ||
| Liabilities | |||||||
| Financial liabilities | at procurement costs carried forward |
195 | 195 | – | – | – | 195 |
| Trade accounts payable | at procurement costs carried forward |
4,011 | 4,011 | – | – | – | 4,011 |
| Other self-generated financial liabilities |
at procurement costs carried forward |
6,980 | 6,980 | – | – | – | 6,980 |
| 11,186 | 11,186 | – | – | – | 11,186 |
| As of 31.12.2012 in KEUR | Class pursuant to IFRS 7.6 |
Fair value | Book value | Valuation base on the balance sheet according to valuation category IAS 39 |
|||
|---|---|---|---|---|---|---|---|
| Valuation | As of 31/12/2012 |
As of 31/12/2012 |
FVTPL (HfT) |
AfS | LaR | FLAC | |
| Assets | |||||||
| Securities | at fair value | 2,145 | 2,145 | – | 2,145 | – | – |
| Loan against borrower's note | at procurement costs carried forward |
8,000 | 8,000 | – | – | 8,000 | – |
| Cash and credit balances at banks | – | – | 12,906 | – | – | – | – |
| Trade receivables | at procurement costs carried forward |
18,465 | 18,465 | – | – | 18,465 | – |
| Receivables from companies valuated at equity |
at procurement costs carried forward |
22 | 22 | – | – | 22 | – |
| Project orders with gross amount due from customers |
at procurement costs carried forward |
657 | 657 | – | – | 657 | – |
| Other self-generated financial liabilities |
at procurement costs carried forward |
1,260 | 1,260 | – | – | 1,260 | – |
| 30,549 | 43,455 | – | 2,145 | 28,404 | – | ||
| Liabilities | |||||||
| Financial liabilities | at procurement costs carried forward |
385 | 385 | – | – | – | 385 |
| Trade accounts payable | at procurement costs carried forward |
4,079 | 4,079 | – | – | – | 4,079 |
| Other self-generated financial liabilities |
at procurement costs carried forward |
8,624 | 8,624 | – | – | – | 8,624 |
| 13,088 | 13,088 | – | – | – | 13,088 |
// 108
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, 14 March 2014
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 2013. 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 Executive Board 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 Executive Board 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.
Freiburg im Breisgau, 18 March 2014
KPMG AG Auditing Company
Brantner Laubert 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]
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.