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Plenum AG

Quarterly Report Aug 26, 2009

5446_10-q_2009-08-26_a2d79095-6347-411a-834c-159fe7a054fb.pdf

Quarterly Report

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Q2 according to Interim Financial Report 2/2009

International Financial Reporting Standards (IFRS) as of June 30, 2009

Overview

Key performance indicators € thousands Q2-2009 Q2-2008 1/1 to 6/30/2009 1/ 1 to 6/30/2008
Sales revenues 4,000 4,451 7,870 9,053
Gross profit 1,386 1,556 2,771 3,202
EBITDA – 99 214 – 3 492
EBIT – 130 156 – 66 372
Group net result – 68 145 22 398
Thereof attributable to:
equity holders of the parent – 66 160 24 401
minority interests – 2 – 15 – 2 – 3
Earnings per share in € (basic) – 0.01 0.01 0.002 0.03
Average number of shares outstanding
(basic, in thousands) 11,757 11,757 11,757 11,757
Key figures € thousands 6/30/2009 6/30/2008
Equity ratio 72.8% 71.7%
Net liquidity in € thousands 3,296 3,393
Employees 114 112

Organizational structure as of June 30, 2009

Letter to the Stockholders

Dear Stockholders:

The second half of 2009 was significantly marked by a persistent economic and financial crisis. Our Company had to take a hit on sales revenues of 13 percent compared to the year before.

Hartmut Skubch, Management Board plenum AG, Wiesbaden

The fact that, despite a sales drop of 1.2 million EUR we were still able to report only an earnings drop (EBIT) of 0.4 million EUR with slight losses of 66 thousand EUR, is solely the achievement of a particularly efficient cost management.

Accordingly, the gross profit was held at a very solid 35 percent. Therefore, we do not suffer from price cuts in our consulting. Only our consultant's capacity noticeably fell, which was predominantly due to order shifts in the banking sector. Uncertainty is still running high, as to whether the financial crisis has bottomed out and if the costs brake can be released. Consequently, project shifts in this market segment are on the agenda.

Consequently, new orders in the first half of 2009 were down by 7.3 million EUR or about 8 percent below the sales revenues for the first half-year period. Therefore, we must brace ourselves for even lower sales in the second half of 2009. The strived-for positive earnings (EBIT) can therefore no longer be expected to be reached in 2009.

3 Letter to the Stockholders 3 Since we are assuming a sizable recovery of the economy in 2010, we are not considering downsizing our core business. The consulting business thrives on highly-qualified and motivated employees; acquiring and developing this is very competitive and is a complex and lengthy process. Consequently, we are prepared not only to take this dry spell in purchase, but on the contrary, to use the opportunities that this crisis has to offer in order to be optimally prepared for the upswing.

The companies in our target markets: banks, insurance, energy and logistics, can only successfully design their business performance when they can dissolve the tension between the customer-oriented individualism of their services on one hand and the industrialization of services preparation on the other hand. To this end, they must combine IT solutions with Business solutions and affix it on a permanent basis in the company by means of change management.

We are precisely positioned in this respect as your Business Partner. Historically originating from IT competence, we have significantly strengthened our Business competence from the purchase of Manic GmbH (banking sector) and from the formation of plenum International Management Consulting (insurance, energy and logistics sectors).

Looking forward to 2010, we consider ourselves wellequipped, both in meeting our client's challenges in raising their efficiency by means of process management, raising the automation degree or assisting in production standardization and in consulting them in implementing their growth strategies via optimizing their distribution channels or raising customer loyalty.

Wiesbaden, August 2009

Hartmut Skubch Management Board plenum AG

Interim Financial Report

A. Market and Industry Development

4 Interim Financial Report 4 In the aftermath of sizable drops in the gross domestic product (GDP) during the past winter months, the Federal Ministry for Economics and Technology is of the opinion that there are growing signs of stabilization in the overall economic development. There are good indicators that the overall economic performance could have stabilized in the second quarter 2009. In particular, new orders activity picked up in the industry. In Germany, impulses from the economic packages became more and more noticeable. Private consumption, which substantially benefited, should continue to have a supportive effect. The consumer's propensity to spend also benefits from the calm price mood and the moderate downward trend in the employment market based on a European comparison. But burdens from the employment market will increasingly rise in the months to come, although the external economic perspectives will appear to brighten up.

Based on information from the Federal Association of German Management Consultants (BDU), German consultants want to grow further in 2009 despite the economic crisis. At the end of the year, a sales gain of three percent is intended to be attained in the entire market. The consultants see a great need in supporting their clients at the present time in such projects as for cost-savings, risk management and a differentiation or adjustment of business models. In 2008 consultancy revenues grew to double-digits of 10.7 percent to EUR 18.2 billion (2007: EUR 16.4 billion).

According to the Federal Association for the Information Economy, Telecommunications and New Media (BITKOM), the ITC market has demonstrated signs of being a stabilizing factor for the overall economy. Even if the economic crisis did not pass unnoticed in the German high-tech industry, the industry was not as strongly affected as many other industries. Thus, BITKOM assumes that the German high-tech market will quickly recover after a growth pause. Based on the current predictions of BITKOM, total revenues from products and services in the information technology and telecommunications (IT) in Germany will drop by 2.5 percent to EUR 141 billion in 2009, but is expected to once again rise by 0.3 percent to EUR 141.4 billion in the year to come. Revenues from information technology will recede by 2.2 percent to EUR 64.7 billion in 2009 based on the predictions. The IT market is anticipated to grow by 1.3 percent in the coming year. At the same time, BITKOM is promoting a return to solid household and economic policies and, instead of additional governmental aid, it is promoting overcoming the crisis by establishing new business models, products and organizational structures.

B. Sales and new orders

Compared with the previous year's half-year period, sales revenues for the first half of 2009 were down by about 13  % or TEUR 1,183 from TEUR 9,053 to TEUR 7,870. Sales revenues for Q2 2009 were slightly up by about 3  % or TEUR 130 amounting to TEUR 4,000 versus the Q1 2009. The increase mainly relates to the first time inclusion of Manic GmbH in the consolidated financial statements of plenum AG. Manic GmbH was acquired by plenum AG with a stake of 94% on March 31, 2009. The integration process is running according to plan.

According to a formation protocol dated May 15, 2009, plenum AG, being the sole shareholder, founded plenum International Management Consulting GmbH

(pIMC). The company's business activities are the consulting and supporting of other companies by making use of the Resource Information by implementing information and communications technologies. Activities comprise of all topics surrounding Information Resource Management, whereby consulting, development and training will also be offered as services. Operative figures from pIMC were not incurred in the second quarter.

The order backlog as of June 30, 2009 was down by about 12% or TEUR 604 over the same figure at the end of 2008 and now amounts to TEUR 4,301. When comparing the order backlog at the end of Q1 2009 with the first half of 2009, a decrease arises of about 7% or TEUR 313.

A major reason for this development in revenues and the order backlog is the growing restraint by customers to place orders in the finance sector because of the negative impact from the financial crisis.

Important projects during the first half of 2009

In the second quarter of 2009, plenum was commissioned with the consulting and guidance in the designing of a sustainable strategic cooperation within the association of the municipal IT service providers.

Jan 1, 2008 Q1 2009 Q2 2009 June 30, 2009
Order backlog
E thousands
New orders
E thousands
Revenues
E thousands
New orders
E thousands
Revenues
E thousands
Order backlog
E thousands
Calculated lifespan
of the order
backlog in months
4,905 3,579 3,870 3,687 4,000 4,301 3.2

The aim is tap into potential synergies arising from an intense, strategic partnership between four companies, to raise profitability, quality and effectiveness of the cooperation and to strengthen the partners' competitive positioning. Individually, plenum guides the partner in developing a cooperation strategy and in establishing the ground rules for the cooperation (Governance).

The basis of the strategic partnership is key figures, which are determined together in a 'summary' form. Then, the contents of the design dimensions of the partnership are driven forward and monitored via milestones. This aims to further develop both the strategy and the partnership's organization in a parallel manner. After a pre-defined period, the partnership's quality is reviewed and any adjustments are conducted.

In line with the internationalization strategy of an insurance company, a new business area was established for the IT subsidiary. plenum was engaged to support the new managing director and his executives with the set-up of the new business area and to implement the IT internationalization. The tasks range from reviewing the Master Plan already in place, to supporting the strategic positioning of the business area and up to the development of individual work packages and action profiles.

plenum was commissioned by a central Asset Manager of a major bank group to audit their IT production. The auditing aims to create a transparent, consistent and evaluated analysis of weaknesses in the IT production. The objectives are also to discover the internal risks and handling requirements such as recommendations to adjust performance steps for externally purchased services. In addition to creating transparency of strengths and weaknesses in IT production, evaluating weaknesses in risk potential and deriving and planning countermeasures for risk reduction, scenarios for optimizing

performance steps of the providers among themselves, particularly reviewing the reduction of the number of providers are also prepared and evaluated and the requirements for new bids for services are derived.

C. Earnings performance and cost development

Despite substantially lower sales revenues of TEUR 1,183 against the prior-year figure, gross profit for the first half of 2009 only fell by TEUR 431. The gross profit margin remained virtually constant at 35.2% versus 35.3% in the prior-year period.

Compared with the same period last year (TEUR 950 or 10.5% of sales), selling costs significantly increased to TEUR 1,139 (14.5% of sales) in the first half of 2009. Also compared with the previous quarter, the selling costs increased by TEUR 157 or 32%. The main reasons for this substantial increase are the growing worsening of the economic conditions and the lower order backlog at the end of 2008, which necessitated stronger marketing activities in the first half of 2009.

The administrative costs slightly dropped by TEUR 76 to TEUR 1,645 in the first six months compared to the same period last year. Compared with the previous quarter (TEUR 796), the administrative costs slightly rose to TEUR 849 in the second quarter. The rise in Q2 is mainly seasonally-caused and also relates to the actions of the Annual General Meeting during this period.

When compared to the prior year, the research and development costs fell from TEUR 609 to TEUR 386; even in relation to sales, the costs dropped to 4.9% (H1 2008: 6.7%). The intensity of developing new topics in consulting was reduced also in the second quarter; expenses of TEUR 181 in the second quarter remained slightly below the prior quarter's level (Q1: TEUR 205).

The net balance of other operating income and expenses declined from TEUR 450 in the previous year to TEUR 333.

On the whole, the operating earnings (EBIT) of TEUR -66 significantly dropped in the first half-year period against the same period last year (H1 2008: TEUR 372). At TEUR -130, EBIT for the second quarter was below the previous quarter's figure of TEUR 64 and is therefore substantially below our expectations. This negative development arose – similar to the sales development – from the noticeable customers' restraint in placing orders and in budget cuts and budget shifts in the finance and insurance sectors.

Arising from the accrued interest on a receivable, the financial result rose in Q2 2009 to TEUR 62 versus

TEUR 26 in Q1 2009. Consequently, the Group net result came in at TEUR 22 for the first half of 2009 (H1 2008: TEUR 398).

D. Net assets and financial position

5Interim Financial Report 5 Cash and cash equivalents at the end of the second quarter 2009 declined by TEUR 1,097 to TEUR 3,355 versus December 31, 2008. This cash outflow is mostly due to the bonus payments for 2008, which were paid following the adoption of the financial statements for Q2 2009 and the purchase of Manic GmbH. These items are contained, among other items, in the line items "change in provisions" and "changes in the consolidation scope".

All in all, the balance sheet total slightly declined by 5% to TEUR 11,994 against the balance sheet total as of December 31, 2008. The drop on the assets side is mostly due to a reduction in cash and cash equivalents (TEUR 1,097) and current loans (TEUR 315); on the liabilities side, this was caused by a reduction in current liabilities of TEUR 3,055 to TEUR 2,204 and a rise in deferred taxes from TEUR 90 to TEUR 237. Equity ratio climbed by about 4 percentage points to about 73% against the figure as of December 31, 2008.

6 Interim Financial Report 6 In the first half of 2009, only replacement capital expenditures were conducted. As stated in the Annual Report 2008, no further significant capital expenditures are planned for 2009.

plenum AG does not intend nor will there be an interim dividend payout or other distribution for the reporting period from January 1, 2009 to June 30, 2009.

E. Employees

Due to the current financial crisis, the scheduled new hires were stopped and have been delayed to a date when the future market development in the Financial Service Provider sector can be better estimated. In all, the number of employees totaled 114 as of June 30, 2009 (12/31/2008: 115).

F. Development of the risk situation

Other than the increase in economic risks and its impact on the sales performance, no material changes have been incurred in comparison to the detailed risk situation of plenum AG and its subsidiaries as presented in the Annual Report 2008.

G. Outlook

plenum AG continues to predict that 2009 will prove to be a difficult year. Based on the current market conditions and the past negative developments in budget cuts and delays, the Management Board anticipates temporarily lower sales revenues. The strived-for positive earnings (EBIT) can therefore no longer be expected to be reached in 2009. For 2010, we expect a considerable economic recovery and we will then continue with our growth strategy.

H. Subsequent events

Events of a material importance occurring after the balance sheet date that would impact the Company's operative business were not noted.

The plenum Stock

The price development of the plenum stock was marked by an increasing tendency in the second quarter of 2009. Interest in the stock was sparked after publishing of the financial statements and the first quarter interim report ending March 31, 2009. The Xetra opening rate at 43 cents on April 1, 2009 gained 15 cents or 35%, closing at 58 cents on June 30, 2009. Consequently, the closing rate was at the same level as at the beginning of the year.

In general it can be said that shares in the Small Cap area not only suffered from the financial crisis but from the strong disinterests displayed by investors as well. This was also evident with the plenum stock. Fewer buyers or sellers gained a higher degree of volatility within a relatively short period, because hardly any demand arose for such securities; but the supply was also correspondingly scarce.

Annual General Meeting

The 11th Annual General Meeting of plenum AG took place on June 3, 2009 at the Deutsche Nationalbibliothek in Frankfurt a.M..

The attendance presence represented about 44 % of capital stock. The Management and Supervisory Boards were relieved and the resolutions concerning all other agenda topics were adopted with a majority of votes corresponding with the administration's suggestions.

Price move and trading volume from July 2008 through June 2009

Consolidated Income Statement

(unaudited)

E thousands Q2 -2009 Q2 -  2008 1/1 to 6/30/2009 1/1 to 6/30/2008
Sales revenues 4,000 4,451 7,870 9,053
Cost of sales – 2,614 – 2,895 – 5,099 – 5,851
Gross profit 1,386 1,556 2,771 3,202
Selling expenses – 648 – 569 – 1,139 – 950
General administrative expenses – 849 – 881 – 1,645 – 1,721
Research and development expenses – 181 – 292 – 386 – 609
Other operating income and expenses 162 342 333 450
Operating result –130 156 –66 372
Financial result 62 – 20 88 11
Result from continuing operations before income
taxes –68 136 22 383
Income taxes 0 9 0 15
Group net result –68 145 22 398
Thereof attributable to:
Equity holders of the parent – 66 160 24 401
Minority interests – 2 – 15 – 2 – 3
Earnings per share (in E, diluted and basic) on
Group net result – 0.01 0.01 0.002 0.03
Average number of shares outstanding (in
thousands, basic) 11,757 11,757 11,757 11,757
Average number of shares outstanding(in
thousands, diluted) 11,757 11,757 11,757 11,757

Consolidated Balance Sheet

(unaudited)

Assets, E thousands 6/30/2009 12/31/2008
Cash and cash equivalents/securities 3,355 4,452
Trade accounts receivable 3,841 3,836
Loans 163 478
Assets held for sale 646 492
Prepaid expenses and other current assets 736 658
Total current assets 8,741 9,916
Property, plant and equipment 152 177
Intangible assets 26 41
Financial assets 103 103
Loans 485 485
Non-current receivables 642 642
Goodwill 443 0
Other non-current assets 1,194 1,179
Deferred tax assets 208 62
Total non-current assets 3,253 2,689
Total assets 11,994 12,605
Stockholders' equity and liabilities, E thousands 6/30/2009 12/31/2008
Trade accounts payable 481 307
Advance payments received 59 82
Current provisions 1,077 1,777
Liabilities held for sale 187 228
Other current liabilities 400 661
Total current liabilities 2,204 3,055
Deferred tax liabilities 237 90
Pension provision 824 812
Total non-current liabilities 1,061 902
Capital stock 11,757 11,757
Capital reserves 13,334 13,292
Treasury stock -83 –83
Income and expenses recognized directly in equity 60 60
Accumulated losses brought forward -16,354 –16,378
Minority interests 15 0
Total stockholders' equity 8,729 8,648
Total stockholders' equity and liabilities 11,994 12,605

Consolidated Cash Flow Statement

(unaudited)

E thousands 1/1 to 6/30/2009 1/1 to 6/30/2008
Group net result 24 401
Minority interests – 2 – 3
Depreciation 64 120
Income taxes 0 – 15
Gain/loss from disposal of intangible assets
and property, plant and equipment – 7 – 2
Gain from disposal of financial assets 0 – 87
Financial result – 88 – 11
Other non-cash income and expenses 42 37
Changes in working capital
Receivables – 5 378
Prepaid expenses and other assets – 78 282
Trade accounts payable 174 – 797
Other liabilities – 284 – 115
Changes in provisions – 688 – 1,050
Changes in other assets and liabilities – 188 – 1,045
Interest proceeds 28 36
Income tax proceeds 34 100
Cash outflow for operating activities –  974 – 1,771
Proceeds from the disposal of intangible assets and property,
plant and equipment 7 6
Proceeds from the disposal of financial assets 315 103
Payments for the purchase of intangible assets and property,
plant and equipment – 25 – 55
Changes in scope of consolidation – 443 848
Cash outflow/inflow for investing activities – 146 902
Change in minority interests 15 – 3
Cash inflow for financing activities 15 –  3
Change in cash and cash equivalents/securities –  1,105 –  872
Changes due to foreign exchange rates 8 – 7
Cash and cash equivalents/securities at the beginning of the period 4,452 4,449
Cash and cash equivalents/securities at the end of the period 3,355 3,570

Statement of Changes in Group Equity

(unaudited)

E thousands Number
of shares
in thou
sands
Group
net result
Capital
stock
Capital
reserves
Treasury
stock
Income
and
expenses
recog
nized
directly
in equity
Accu
mulated
loss
Minority
interests
Total
equity
Jan, 1, 2008 11,757 11,757 14,464 –83 24 –18,335 29 7,856
Stock Options 60 60
Group net result 398 401 – 3 398
June 30, 2008 11,757 11,757 14,524 –83 24 – 17,934 26 8,314
Jan. 1, 2009 11,757 11,757 13,292 –83 60 –16,378 0 8,648
Stock Options 42 42
Minority
shareholding
acquisition- MANIC
17 17
Group net result 22 24 – 2 22
June 30, 2009 11,757 11,757 13,334 –83 60 – 16,354 15 8,729

Notes to the Interim Financial Statements for the first half of 2009

A. General presentation

10 Notes to the Interim Financial Statements 10 The consolidated financial statements of plenum AG as at December 31, 2008 were prepared in conformity with International Financial Reporting Standards (IFRS) promulgated by the International Accounting Standards Board (IASB), London, which are endorsed by the European Union, in effect as of the balance sheet date. The consolidated interim financial statements (interim report) as at June 30, 2009, which have been prepared according to International Accounting Standard (IAS) 34 "Interim Financial Reporting", primarily apply the same accounting principles as applied to the consolidated financial statements for the financial year ended 2008. Necessary adjustments did not arise. All binding Interpretations of the International Financial Reporting Interpretations Committee (IFRIC) have been recognized as at June 30, 2009. In addition, this interim report is consistent with the German Accounting Standard No. 6 (DRS 6) – Interim reporting of the German Accounting Standards Committee e.V. (DRSC). The interim financial statements have been neither audited nor reviewed by the Group auditors, Deloitte & Touche GmbH, Wirtschaftsprüfungsgesellschaft. Regarding further information to the individual accounting and valuation principles, refer to the consolidated financial statements of plenum AG as of December 31, 2008.

From management's standpoint, these unaudited consolidated financial statements contain all customary, regular adjustments to be made to give a true and fair view of the company's business development during the interim reporting period. The results generated for the first three months of the financial year 2009 do

not necessarily allow projections to be made about the development of further business trends.

plenum prepares and publishes its consolidated financial statements in euros (€ or EUR). plenum AG and its subsidiaries (collectively referred to as the plenum Group) render consulting services in IT-Strategy and Business Alignment, IT-Efficiency and IT-Governance, IT-Architecture and Technology Consulting, Customer Relationship Management (CRM) and eBusiness. Furthermore, the Group has conducted communications business in trademark communications and interactive marketing in the first quarter. plenum is an international company based in Germany with a balanced portfolio of business activities in the consultancy market.

Changes in the scope of consolidation

The scope of consolidation changed against December 31, 2008 as follows:

MANIC Management Information Consulting GmbH

On April 1 (date of control transfer), plenum AG acquired a 94.0% interest in MANIC Management Information Consulting GmbH (MANIC). The purchase price for the 94.0% shareholding including ancillary costs for acquisition amounted to TEUR 711. The Company held consolidated equity of TEUR 285 as of the acquisition date. MANIC generated sales revenues of TEUR1,113 in 2008.

plenum International Management Consulting GmbH

On the basis of the formation protocol dated May 15, 2009, plenum AG, being the sole shareholder, formed plenum International Management Consulting GmbH (pIMC). The fully paid-in capital of the investment amounted to TEUR 25.

Consequently, the consolidated interim financial statements of plenum AG as of June 30, 2009 include plenum AG, five domestic subsidiaries and one foreign subsidiary.

Discontinued operations

plenum still intends to dispose of the internet communications activities as part of a management buy-out. Accordingly, all business shares in DOM Digital Online Media GmbH, Cologne, (DOM) will be sold. Assets and liabilities (disposal group as defined by IFRS 5) of DOM are reported by plenum in the consolidated interim financial statements for the first six months of the 2009 financial year as assets and liabilities held for sale until their disposal and are stated at the lower of the carrying value and the fair value less selling costs. Impairment write-downs or write-ups were not incurred in the first half of 2009. The income and expense items remain to be shown in the result from continuing operations.

The table below depicts the carrying values of the material assets and liabilities of DOM as of June 30, 2009 and December 31, 2008, respectively:

E thousands 6/30/2009 12/31/ 2008
Cash and cash equivalents 1 1
Trade accounts receivable 496 348
PPE/intangible assets 139 130
Other assets 10 13
Assets held for sale 646 492
Current provisions 148 132
Trade accounts payable 15 58
Other liabilities 24 38
Liabilities held for sale 187 228

Use of estimates

The preparation of the consolidated interim financial statements requires the use of estimates and assumptions that may affect the reported amounts of assets, liabilities, disclosure of contingent liabilities as of the balance sheet date (June 30, 2009) as well as the income and expenses during the reporting period (January 1 to June 30, 2009). However, actual amounts could differ from those estimates.

Taxes

The current income tax expense reported in the interim financial statements has been determined on the basis of the expected tax rate for the entire year.

B. Notes to the Consolidated Income Statement

B1. Other operating income and expenses

The other operating income comprises of the following positions:

152 312 264 344
0 41 51 43
87
23 9 37 16
175 362 352 490
30
60
– 79
11
Q2-2009 Q2-2008 1/1 to 6/30/2009 1/1 to 6/30/2008
The other operating income comprises of the following positions:
0
which TEUR 54 relates to Q2 2009 (H1 2008: TEUR 32;
Q2 2008: TEUR 0) and other provisions of TEUR 27. The
6
56
0
62
0
14
44
– 78
– 20
1
Q2-2009 Q2-2008 1/1 to 6/30/2009 1/1 to 6/30/2008
0
remaining other operating income includes gains from
foreign currency translation of TEUR 23 for the first
half of 2009 (H1 2008: TEUR 5).
The other operating expenses amount to TEUR 19 for
the first half-year period, of which TEUR 13 relates to
Q2 2009 (H1 2008: TEUR 42; Q2 2008: TEUR 22).
Q2-2009 Q2-2008 1/1 to 6/30/2009 1/1 to 6/30/2008
13
75
0
88

B2. Financial result

E thousands Q2-2009 Q2-2008 1/1 to 6/30/2009 1/1 to 6/30/2008
Interest income 6 14 13 30
Result from securities and loans 56 44 75 60
Interest and similar expenses 0 – 78 0 – 79
62 – 20 88 11

B3. Income taxes

E thousands Q2-2009 Q2-2008 1/1 to 6/30/2009 1/1 to 6/30/2008
Current taxes 0 9 0 15
Deferred taxes 0 0 0 0

B4. Earnings per share

The earnings per share is calculated by dividing the net result attributable to the equity holders of plenum AG by the weighted average number of ordinary shares outstanding during the period. Earnings per share have diluting effects when the average number of shares increases by conversion of potential ordinary shares issued from option rights. There were no diluting effects in the first half of 2009.

C. Notes to the Consolidated Balance Sheet

C1. Cash and cash equivalents

The cash and cash equivalents comprise of cash and bank balances with original maturities of less than three  months.

C2. Non-current assets

As of June 30, 2009, goodwill arose in the amount of TEUR 443 as a result of the acquisition of MANIC on April 1, 2009 (addition to the current financial year).

An amount of TEUR 25 was invested in intangible assets and property, plant and equipment (excluding the acquisition of MANIC) during the reporting period. The non-current assets declined by TEUR 64 during the same reporting period for scheduled depreciation and amortization.

C3. Provisions

The current provisions include provisions for personnel costs in the amount of TEUR 778 (6/30/2008: TEUR 859), provisions for outstanding invoices of TEUR 104

(June 30, 2008: TEUR 306) and other provisions of TEUR 195 (6/30/2008: TEUR 109)

C4. Stockholders' equity

Capital stock, capital authorized for issue and conditional capital at the beginning (January 1, 2009) and end of the interim reporting period (June 30, 2009) is as follows:

E thousands

Capital stock 11,757
Capital authorized for issue 5,878
Conditional capital I 213
Conditional capital II 3,832
Conditional capital III 722
Conditional capital IV 241

The ordinary Annual General Meeting of plenum AG held on June 3, 2009 passed a resolution for a simplified capital reduction by way of combining the shares for the purpose of covering losses and to transfer the amounts to capital reserves. Accordingly, plenum AG's capital stock decreased from EUR 11,757,068.00 by EUR 2,939,267.00 to EUR 8,817,801.00. The reduction was performed as simplified capital reduction pursuant to §§ 229 AktG by means of combining shares in the amount of EUR 2,057,486.90 to offset impairments and to cover other losses and to transfer an amount of EUR 881,780.10 to capital reserves, which were previously released to cover losses. The capital reduction was performed in a ratio of 4:3. The necessary adjustments to the articles of incorporation under § 5 (capital stock) were ratified.

In addition, the General Meeting passed a resolution to convert bearer shares to registered shares. The necessary adjustments to the articles of incorporation and

the necessary adjustments to previous General Meeting resolutions were executed.

Due to the resolutions passed at plenum's ordinary General Meeting on June 3, 2009, capital stock, capital authorized for issue and conditional capital of plenum AG will amount to the figures shown in the table below in the future; the entry of the amendments made to the articles of incorporation into the Commercial Register of the Company was recorded on July 16, 2009:

E thousands

Capital stock 8,818
Capital authorized for issue 5,878
Conditional capital I 213
Conditional capital II 3,832
Conditional capital III 722
Conditional capital IV 241

In plenum AG's separate financial statements according to German generally accepted accounting principles (HGB) as of June 30, 2009, stockholders' equity amounts to EUR 8.7 million (6/30/2008: EUR 8.7 million). This corresponds to a ratio of 74.2 % of capital stock (6/20/2008: 63.8 %).

plenum continued to hold 16,790 treasury shares as of June 30, 2009, which were acquired at a total price of TEUR 83 in 2001 and are offset directly in equity. No treasury shares were acquired, used or drawn during the first half of 2009.

In 2005 and 2007 new option rights were issued to employees of plenum AG and employees of affiliated companies. The capital reserves increased by TEUR 42 for the amount of personnel costs reported for the first six months in 2009.

Other Disclosures to the Consolidated Income Statement, Balance Sheet and Cash Flow Statement

C5. Cost of sales

Cost of sales includes costs for purchased merchandise and services in the amount of TEUR 1,150 for the first half of 2009, of which TEUR 602 relates to Q2 2009 (H1 2008:

C6. Personnel expenses

TEUR 1,663; Q2 2008: TEUR 822).

The personnel expenses are broken down as follows:

E thousands Q2-2009 Q2-2008 1/1 to 6/30/2009 1/1 to 6/30/2008
Wages and salaries 2,433 2,292 4,732 4,603
Social security costs 173 262 513 513
Expenses for pension benefits 32 11 64 58
2,638 2,565 5,309 5,174

The average number of employees for the first half of 2009 was 111 (H1 2008: 112).

C7. Stock-based compensation

Stock options were not issued in the first half of 2009.

C8. Consolidated Cash Flow Statement

The cash flow statement does not take into account noncash increases in the capital reserve of TEUR 42 (H1 2008: TEUR 60).

Segment information

The plenum Group focuses on the primary business segment: Management Consulting for strategy development, raising efficiency and re-organization for IT Management/Consulting. The plenum Group does not currently have material, autonomous services that would qualify as a segment.

C9. Executive bodies of the company

(H1 2008: TEUR 60). C9. Executive bodies of the company
1 2
The stock held and stock option rights of the executive
bodies of plenum AG are presented as follows:
Shares held by the Supervisory Board
Quantity
Michael
Bauer
Dr. Wolfgang
Händel
Lutz
Bickhardt
Total
Jan, 1, 2009 370,360 17,750 600,000 988,110
June 30, 2009 370,360 17,750 600,000 988,110
The sole management board member of
plenum AG, Mr Hartmut Skubch, continues
to hold 1,891,253 shares in the company plus
118,000 option rights.
According to a resolution of the lower court in
Wiesbaden dated February 6, 2009, Mr Lutz
Bickhardt was appointed as a member of the
Supervisory Board. The General Meeting held
on June 3, 2009 passed a resolution to elect Mr
Lutz Bickhardt as the successor to Mr Rohrig
(supplementation election pursuant to § 9 (2)
of the articles of incorporation).
C10. Subsequent events after the balance
sheet date
Events of a material importance occurring sub
sequent to the balance sheet date did not arise.
Notes to the Interim Financial Statements 12

C11. Related party transactions

Liabilities arising from
services used
services used
6/30/2009 6/30/2008 Q2-2009 Q2-2008
H1 2009
H1 2008
0
0
0
3
0
9
30
–24
66
104
120
167
0
17
0
67
0
177
Corporate calendar
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30
– 7
66
174
120
353
August 26, 2009
plenum AG
Publication of H1 Interim
Investor Relations
at 4.3% p.a A contractually agreed amount of
Financial Report 2009
Hagenauer Straße 53
TEUR 0.4 was charged for the first half of 2009.
D-65203 Wiesbaden
November 9– 11, 2009
Tel. +496119882 - 361
Responsibility Statement
German Equity Capital Forum
Fax +496119882 -496
Frankfurt
www.plenum.de/investorrelations
We declare that, to the best of our knowledge and in
[email protected]
accordance with the applicable reporting principles,
November 25, 2009
the interim consolidated financial statements give a
Publication of Q3 Interim
We would be glad to include you in our
true and fair view of the net assets, financial position
Financial Report 2009
investor relations mailing list. You will
and results of operations of the Group, and the Group
management report includes a fair review of the deve
lopment and performance of the business and position
Current information is also available on
of the Group, together with a description of the princi
the Web at: www.plenum.de
pal opportunities and risks associated with the future
development of the Group for 2009.
Design & layout:
brandplatform GmbH
The Management Board
Kalkofenstr. 51
D-71083 Herrenberg
Hartmut Skubch
then receive information about plenum. 3 C11. Related party transactions
E thousands
Informatik Consulting Bauer GmbH, Moos
KomPuls GmbH, Eltville
Norbert Rohrig
With the approval of the Supervisory Board on October
9, 2002, plenum AG granted a loan on October 10, 2002
to Hartmut Skubch, Chairman of the Management
Board of plenum AG, in the amount of TEUR 400. The
loan was subject to an interest rate of 5% p.a. due upon
maturity and had an original term of three years. With
the approval of the Supervisory Board on November
25, 2002, plenum AG granted Mr. Skubch another loan
on December 6, 2002 in the amount of TEUR 600. This
loan was also subject to a 5% interest rate and had an
original term of four years. With the approval of the
Supervisory Board on August 27, 2007, both loans were
extended until December 31, 2008.
Mr Skubch repaid a portion of the loan plus accrued
interest in the total amount of TEUR 848 in June 2008.
The remaining amount of the loan of TEUR 430 will be
repaid including interest accrued until June 30, 2009 in
accordance with a loan repayment installment agree
ment concluded between the Company and Mr Skubch
extending over a period until 2012. The remaining loan
amount is secured by a personal guarantee from the
Chairman of the Supervisory Board, Michael Bauer
(TEUR 430).
In addition, plenum AG granted a short term loan in
the amount of TEUR 55 to the managing director of a
subsidiary until June 30, 2009; the loan accrues interest
1 Expenses incurred for

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