of 20 percent - Atoss AG

aNNUal REpORT 2008

2 GESCHÄFTSBERICHT 2008 

UNTERNEHMEN UND MISSION 3 

aTOSS IN FIGURES 

CORpORaTE OvERvIEw aCCORDING TO IFRS: 12-MONTH COMpaRISON IN T EUR pER DECEMBER 31 

01.01.2008 

- 31.12.2008 

Shares of 

Total Sales 



Shares of 

Total Sales 

Rate of Change 

2008 to 2007 

Software 16,017 59% 14,649 60% 9% 

Software licences 6,064 23% 5,409 22% 12% 

Software maintenance 9,953 37% 9,240 38% 8% 

Consulting 7,363 27% 6,207 25% 19% 

Hardware 2,769 10% 2,683 11% 3% 

Other 794 3% 883 4% -10% 

Total Sales 26,943 100% 24,422 100% 10% 

EBITDa 5,429 20% 4,206 17% 29% 

EBIT 5,046 19% 3,730 15% 35% 

EBT 5,115 19% 4,172 17% 23% 

Net Income 3,510 13% 2,501 10% 40% 

Cash Flow 2,501 9% 4,152 17% -40% 

liquidity (1/2) 14,000 13,468 4% 

EpS (in Euro) 0.88 0.63 40% 

Employees (3) 226 195 16% 

CORpORaTE OvERvIEw aCCORDING TO IFRS: QUaRTERly COMpaRISON IN T EUR 

Q4/08 Q3/08 Q2/08 Q1/08 Q4/07 

Software 4,178 4,126 3,996 3,717 3,900 

Software licences 1,642 1,603 1,513 1,307 1,419 

Software maintenance 2,536 2,523 2,484 2,410 2,481 

Consulting 1,839 1,860 1,894 1,770 1,740 

Hardware 689 540 814 725 678 

Other 170 222 216 186 352 

Total Sales 6,876 6,748 6,921 6,399 6,670 

EBITDa 1,203 1,310 1,521 1,395 1,050 

EBIT 1,097 1,214 1,429 1,306 941 

EBIT-margin in % 16% 18% 21% 20% 14% 

EBT 1,166 1,394 1,549 1,006 1,075 

Net Income 831 948 1,046 685 693 

Cash Flow -1,055 3,034 -2,513 3,035 -1,325 

liquidity (1/2) 14,000 15,425 12,472 16,375 13,468 

EpS (in Euro) 0.21 0.24 0.26 0.17 0.17 

Employees (3) 226 213 207 198 195 

(1) Cash and marketable securities 

(2) Dividend amounted to EUR 0.31 per share on April 30, 2008 (previous year on April 27, 2007: EUR 0.24) 

(3) End of quarter 

GROwTH aCROSS 3 RECORD yEaRS * 

TOTal SalES 

+ 32% 

CONSUlTING SalES 

+ 48% 

EBIT 

+ 796% 

* 2006 - 2008 

SOFTwaRE lICENCES 

SalES 

+ 52% 

CapITal INvESTMENT 

ON R&D 

+ 26% 

EaRNINGS pER SHaRE 

+ 633%

4 GESCHÄFTSBERICHT aNNUal REpORT 2008 2008 

UNTERNEHMEN UND MISSION 5 

CONTENTS 

6 INTERVIEW WITh ANDREAS F.J. OBEREDER 

8 ATOSS – ThE COmpANy 

20 ATOSS mARkETS 

59 TESTImONIALS 

60 LETTER TO ShAREhOLDERS 

62 INVESTOR RELATIONS 

68 CORpORATE GOVERNANCE REpORT 

76 SUpERVISORy BOARD REpORT 

80 GROUp mANAGEmENT REpORT 

92 BALANCE ShEET 

93 INCOmE ShEET 

94 CASh FLOW STATEmENT 

95 STATEmENT OF ChANGES IN EQUITy 

96 NOTES TO ThE CONSOLIDATED FINANCIAL STATEmENT 

140 AUDIT OpINION 

141 DECLARATION By ThE LEGAL REpRESENTATIVES 

143 CORpORATE CALENDAR 

14 5 ImpRINT

6 GESCHÄFTSBERICHT aNNUal REpORT 2008 2008 

INTERvIEw 

7 

«Modern workforce management 

presents excellent opportunities 

in challenging times.» 

andreas F.J. Obereder 

Founder and CEO 

aTOSS Software aG 

Mr. Obereder, the financial crisis has a firm grip on the economy. 

and aTOSS is announcing the year 2008 as the best in 

the history of the company. How do you explain this? 

Indeed, we have also succeeded in achieving continued 

growth in the fourth quarter, and have once again posted excellent 

results in 2008, refl ected by double digit gains in sales 

and profi t. With new customers such as PUMA on our roster, 

we concluded the year with some outstanding successes. We 

are optimistic that we are very well prepared for 2009. 

are you taking a positive look on the future in spite of the 

crisis? 

Yes, because we have experienced that our key issues of 

workforce management and demand driven workforce 

scheduling are in strong demand – and most especially at 

this point in time. Companies are increasingly searching for 

ways and means to signifi cantly optimize their costs, and 

realize a rapid return on investment at the same time. And 

this is precisely where ATOSS is ideally positioned. In our 

projects we generate double digit savings for our customers 

in the personnel area. In the retailing sector, for example, 

higher service levels of more than 20 percent are not 

uncommon. 

So workforce management is not just a new catchword from 

the marketing pundits? 

No – quite the opposite. Which reminds me of the wonderful 

quote by Victor Hugo, who once said that there is «nothing as 

strong as an idea whose time has come.» And this truly applies 

to our workforce management topics. Across Europe 

we rank as one of the pioneers in this segment and we are 

currently experiencing just how expedient our portfolio of offerings 

revolving around fl exible workforce management has 

been and remains. 

Cutting costs is a major trend these days ... 

Certainly, but we need a more differentiated view of the situation. 

It has long been clear that the rationalization potentials 

in manufacturing or in procurement have been largely 

exhausted. The personnel area is an entirely different 

matter, however, and still holds tremendous potential. Our 

experience gained in many different projects confi rms this 

time and time again. Thanks to more fl exible workforce 

management one of our customers in the service sector was 

able to reduce the personnel cost share from a current 25 

percent to 19 percent. And all this without compromising on 

service and customer care quality. 

and what role does aTOSS play in the process? 

Put simply, we ensure that the utilization of human resources 

and working hours can be better distributed, and adjusted to 

actual requirements in a cost optimized manner. In many 

companies working time is wasted and unproductive – as in 

idling time in logistics, for example. Or think of the quiet days 

or hours in retailing with low customer frequency. On the 

other hand, companies pay for expensive overtime due to 

demanding short term order situations or a lack of adequately 

qualifi ed employees. Our customers are able to balance these 

factors and achieve considerable cost savings at the same 

time. 

But reducing costs is just one side of the coin ... 

That is correct. It is far more important to see what our 

technologies are capable of activating in the areas of service 

and customer orientation, for example. Take a small, very 

conservative model calculation from the retail area, involving 

a chain with 100 stores: assuming that enhanced workforce 

management oriented to customer frequency results in one 

or two pairs of shoes more sold per week and per employee 

at each branch this ... 

Soon adds up to seven-digit sales gains ... 

Exactly, and all this in addition to identical or even lower 

costs. For many of our customers this is a genuine opportunity 

to strengthen their position. In challenging times, this can be 

absolutely essential for survival. 

But isn’t flexible workforce management more a topic for 

expanding markets? 

Quite the opposite. Some day, when the history of this world 

economic crisis is written, there will be a chapter on employees 

and the labor markets. And workforce management 

will play a major role. Today, it is already clearly evident how 

instruments enabling more fl exible working hours are 

functioning effi ciently in Germany. Companies that have 

introduced extended working hour accounts can fi rst reduce 

the time credit balance that their employees have built up in 

periods of market growth before having to think about shorter 

working hours or cutting back on staff. In the past, this approach 

has strengthened competitive capabilities, as overtime 

costs have been reduced, while the immediate availability 

of valuable personnel after the crisis boosts competitive 

strengths. In both good and in bad times alike it is essential 

to understand employees as a vital success factor and not 

just regard human resources as a cost aspect. 

But this is not exactly the prevailing view ... 

That is true – unfortunately. But this is also where opportunities 

lie: by comparison with Germany, other countries have 

quite a lot of ground to catch up in terms of demand driven 

workforce management and scheduling. In view of this fact 

we are optimistic that we will grow more strongly on foreign 

markets in future than we have to date. 

Thank you for this interview.

8 aNNUal REpORT 2008 

aTOSS 

« wORKFORCE MaNaGEMENT 

IS OUR 

paSSION » 

ATOSS 

The activities of around 2.5 million 

employees are managed with the help of 

ATOSS solutions. 

9


For more than 20 years, ATOSS has been committed to shaping and designing working worlds to the advantage of companies, 

employees In kaum einer and anderen society – Branche based on spielen pragmatic minutiöse consulting Planung and innovative und höchste software. Flexibilität Today, eine our so software wichtige is Rolle at work für den in 20 Unterneh- countries 

and menserfolg. eight languages Intelligenter across Personaleinsatz the globe. According und schlanke to a current Prozesse IDC survey, sind geschäftskritisch, ATOSS ranks among um die the Herausforderungen top 5 players in Europe dieses in 

the globalen future Wachstumsmarktes market of workforce zu management. meistern. ATOSS More hilft, than den 200 Personaleinsatz creative and committed zu optimieren, members Kosten of einzusparen staff are responsible und die Ser- for 

this vicequalität success. und Their Motivation personality der and Mitarbeiter competence zu steigern. translate our mission into reality, day by day. 

Atoss-Kunde Deutsche Bahn 

aTOSS 

Company & Team 

11

12 

aNNUal REpORT 2008 

workforce management comprises the analysis, planning, steering and optimization of personnel deployment, with the 

In aim kaum of reducing einer anderen costs and Branche enhancing spielen efficiency, minutiöse productivity, Planung und and höchste customer Flexibilität orientation eine so as wichtige well as Rolle employee für den satisfaction. Unternehmenserfolg. 

In brief: the Intelligenter right number Personaleinsatz of employees with und schlanke the right Prozesse qualifications sind geschäftskritisch, at the right time and um the die Herausforderungen right place – at optimized dieses 

globalen costs. Especially Wachstumsmarktes in challenging zu meistern. times consistent ATOSS hilft, workforce den Personaleinsatz management is zu a optimieren, strategic competitive Kosten einzusparen advantage und given die Ser- that 

vicequalität many companies und Motivation are focusing der Mitarbeiter on ensuring zu efficient steigern. operations with increasingly tighter personnel resources. Thanks to 

workforce Atoss-Kunde Management 

Deutsche Bahn 

expedient workforce management, maximum results can be attained in connection with lower personnel budgets. 

aTOSS 

13

14 


aTOSS has the right workforce Management software for all requirements and every company size. Competent and prag- 

In matic kaum consulting einer anderen rounds Branche off the portfolio. spielen minutiöse Our roster Planung of about und 4,000 höchste clients Flexibilität appreciates eine the so extensive wichtige Rolle functionality, für den Unterneh- the intuimenserfolg.tive 

operability Intelligenter and state of Personaleinsatz the art technology und schlanke based on Prozesse Java EE. Our sind agile geschäftskritisch, development methods um die Herausforderungen guarantee the most dieses rapid 

globalen possible response Wachstumsmarktes to market and zu meistern. customer ATOSS requirements. hilft, den This Personaleinsatz success draws zu on optimieren, a solid footing: Kosten every einzusparen year, we invest und die approxServicequalitätimately 20 percent und Motivation of our revenues der Mitarbeiter in the further zu steigern. development of our products. 


aTOSS 

Software & Services 

15

16 


Team spirit has made major contributions to the success of ATOSS over the years – a strong community from which all stand 

In to kaum benefit. einer Our anderen partners Branche appreciate spielen our attractive minutiöse partner Planung concept und höchste and the Flexibilität tailored eine cooperation so wichtige offerings. Rolle für Together, den Unterneh- we are 

treading menserfolg. new Intelligenter paths, and continuously Personaleinsatz expanding und schlanke our market Prozesse position. sind geschäftskritisch, Our cooperation activities um die Herausforderungen create win-win situations dieses 

and globalen emphasize Wachstumsmarktes fair and long term zu meistern. business ATOSS relationships. hilft, den In Personaleinsatz future too, our aim zu optimieren, is to grow with Kosten our partners, einzusparen which und is die why Ser- we 

are vicequalität consistently und Motivation expanding our der network Mitarbeiter – on zu regional, steigern. national and international levels. 


aTOSS 

partners & alliances 

17

18 


Especially in challenging times the strategic significance of workforce management increases. Costs and processes are 

In put kaum to the einer test anderen and optimization Branche spielen potentials minutiöse are explored Planung in und all areas. höchste Personnel Flexibilität processes eine so wichtige in particular Rolle für hold den tremendous Unternehmenserfolg. 

potential, as Intelligenter almost 40 percent Personaleinsatz of working und hours schlanke in Germany Prozesse sind are unproductive geschäftskritisch, (Source: um die Proudfoot Herausforderungen Consulting dieses 2008). 

globalen Demand driven Wachstumsmarktes workforce management zu meistern. makes ATOSS a hilft, measurable den Personaleinsatz contribution to zu greater optimieren, economic Kosten efficiency einzusparen and und competitive die Servicequalität 

strength. According und Motivation to Datamonitor, der Mitarbeiter the workforce zu steigern. management market is growing at an annual pace of 10.1 percent, and 

Atoss-Kunde Deutsche Markets Bahn 

our growth is advancing accordingly. 

aTOSS 

19

20 aNNUal REpORT 2008 


DRIvES 

RETaIl SalES » 

RETaIl 

RETAIL 

More than 400 retailers – large and small – 

rely on ATOSS solutions today. 

21

22 


FOOD RETaIlING 

Especially in grocery retailing competition is fierce. Customers expect product diversity and extensive offerings, fresh 

In produce kaum einer and good anderen service Branche – as well spielen as favorable minutiöse prices. Planung While und margins höchste are Flexibilität declining, eine retailers so wichtige must keep Rolle their für den cost Unterneh- efficiency 

under menserfolg. stringent Intelligenter control. Thanks Personaleinsatz to the ATOSS und Retail schlanke Solution, Prozesse grocery sind retailers geschäftskritisch, succeed in um mastering die Herausforderungen the balancing act dieses between 

globalen cost Wachstumsmarktes pressure and customer zu meistern. orientation. ATOSS In the hilft, process den Personaleinsatz optimization category, zu optimieren, the renowned Kosten einzusparen trade magazine und handels- die Serjournalvicequalität 

bestowed und Motivation a gold award der Mitarbeiter on the ATOSS zu solution steigern. as «Top Product Retail 2009». aTOSS Atoss-Kunde customer Deutsche EDEKa Bahn 

23

24 


NONFOOD RETaIlING 

High demands on service quality and rising competitive pressure confront retailers with major challenges. Apart from 

In goods, kaumpersonnel einer anderen represents Branche the spielen major cost minutiöse driver, Planung necessitating und höchste demand Flexibilität driven as well eine as so cost wichtige optimized Rolle workforce für den Unternehdeployment.menserfolg. In workforce Intelligenter scheduling, Personaleinsatz ATOSS Retail und Solution schlanke factors Prozesse in sales, sind events, geschäftskritisch, customer frequency um die and Herausforderungen even weather conditions. dieses 

Thanks globalen to Wachstumsmarktes this solution, our customers zu meistern. have ATOSS succeeded hilft, den in Personaleinsatz pushing down overtime zu optimieren, by up to Kosten 75 percent einzusparen within the und shortest die Ser- 

period vicequalität of time. und At Motivation present, the der activities Mitarbeiter of more zu steigern. than 300,000 employees in the retail sector are planned and managed with 

Atoss-Kunde aTOSS customer Deutsche Bahn O2 the help of ATOSS solutions. 

25


TRaNSpORT & lOGISTICS 

27 


SETS EvERYTHING 

in MOTION » 

TRANSPORT & LOGISTICS 

20 percent higher productivity within 

the first year – not uncommon 

among ATOSS logistics customers.

28 



whether rail, road, water or airborne transport: lean processes and the intelligent deployment and management of thousands 

In of kaum qualified einer employees anderen guarantee Branche spielen the smooth minutiöse flow Planung of local and und long höchste distance Flexibilität traffic, eine enabling so wichtige the on-time Rolle für arrival den Unterneh- of people 

menserfolg. and delivery of Intelligenter goods. ATOSS Personaleinsatz helps deploy existing und schlanke personnel Prozesse to utmost sind geschäftskritisch, efficiency levels, while um die reducing Herausforderungen costs and enhancing dieses 

globalen service quality Wachstumsmarktes at the same time. zu meistern. Superb performance ATOSS hilft, den that Personaleinsatz pays off handsomely: zu optimieren, the majority Kosten of our einzusparen projects achieve und die their Servicequalität 

return on investment und Motivation within der the Mitarbeiter first 12 months zu steigern. after implementation. 


aTOSS customer Deutsche Bahn 

29

30 



There is hardly another branch in which down to the minute, detailed planning, lean processes and utmost flexibility play 

such In kaum an einer important anderen role Branche as in the spielen global minutiöse growth market Planung of und logistics. höchste Especially Flexibilität here, eine so efficient wichtige workforce Rolle für den management, Unterneh- 

employee menserfolg. performance Intelligenter capabilities Personaleinsatz and rapid und schlanke action are Prozesse critical success sind geschäftskritisch, factors. In many um instances die Herausforderungen it is even required dieses to 

integrate globalen Wachstumsmarktes external staff pools zu into meistern. the planning ATOSS at hilft, short den notice. Personaleinsatz ATOSS solutions zu optimieren, ensure that Kosten logistics einzusparen companies und have die Ser- the 

necessary vicequalität flexibility und Motivation to rapidly der respond Mitarbeiter to orders zu steigern. and up to the minute requirements, while keeping a lid on personnel costs. 

aTOSS customer BlG Atoss-Kunde lOGISTICS Deutsche GROUp Bahn 

These benefits help secure competitive capabilities in high wage countries. 

31


HEalTH CaRE 


MAKES CARE 

more personal » 

HEALTH CARE 

Double-digit million 

savings achievable. 

33

34 


HEalTH CaRE 

Due to the implementation of new working time legislation and complex collectively bargained regulations 95 percent of today’s 

hospitals In kaum einer are confronted anderen Branche with higher spielen costs. minutiöse The main Planung reason und is the höchste conversion Flexibilität to duty eine plans so conforming wichtige Rolle to new für den legislation Unterneh- and 

collectively menserfolg. bargained Intelligenter regulations. Personaleinsatz Hospitals und must schlanke factor Prozesse in new legislation, sind geschäftskritisch, while keeping a um keen die eye Herausforderungen on economic efficiency. dieses 

Whether globalen complex Wachstumsmarktes regulations, zu clinic meistern. specific ATOSS agreements, hilft, den rapid Personaleinsatz changes in wards, zu optimieren, or duty plans Kosten geared einzusparen to employee und wishes die Ser- 

ATOSS vicequalität Medical und Solution Motivation solves der Mitarbeiter the problems. zu Our steigern. customers have reduced annual administration costs by up to 50 percent, 

aTOSS customer Kongregation der Barmherzigen Atoss-Kunde Schwestern 

Deutsche Bahn 

without compromising on the wellbeing of patients and staff. Around 100 health care facilities currently rely on ATOSS solutions. 

35


CIvIl SERvICE 


ENHANCES 

SERvICE QUALITY » 

CIvIL SERvICE 

70 percent less planning input 

possible in administration. 

37


CIvIl SERvICE 

39 

whether on government, federal or community levels – citizens expect good service, commitment and information on 

demand. Service and opening hours must be extended in a socially compatible manner, and process structures consistently 

optimized. Over the long term, flexible employee management secures personnel budgets, benefitting both citizens and 

employees alike. ATOSS supports civil service institutions in making and implementing the necessary changes – while 

ensuring the best possible utilization of existing working hours and legislative and collectively bargained latitudes. 

aTOSS customer Municipality of Regensburg 

Atoss-Kunde Deutsche Bahn


CIvIl SERvICE 

41 

In the public sector today stronger customer orientation also calls for more flexible and demand driven personnel deployment 

and management. In this context, cost neutrality and employee acceptance take top priority. Thanks to Workforce Management 

software by ATOSS operations can be extended and peak workloads compensated for, while factoring in staff interests 

at the same time. Thanks to our solutions, overtime, for example, can be trimmed by up to 20 percent. Applying the ATOSS 

ROI analysis method, our specialists identify such quantitative potentials and show up concrete, practical implementation 

scenarios. 

aTOSS customer Kassenärztliche vereinigung Atoss-Kunde Deutsche Nordrhein Bahn


SERvICES 


ENSURES 

customer SaTISFaCTION » 

SERvICES 

Efficiency gains of 20 percent 

achievable. 

43

44 


SERvICES 

Motivated and committed employees serving customers to high levels of flexibility define the success of service providers. 

In Advanced kaum einer ATOSS anderen Workforce Branche Management spielen minutiöse delivers Planung the extra und service höchste quality Flexibilität that makes eine so the wichtige decisive Rolle difference. für den The Unterneh- ATOSS 

Employee menserfolg. & Intelligenter Manager Self Personaleinsatz Service portal und promotes schlanke transparency Prozesse sind and geschäftskritisch, personal responsibility: um die Herausforderungen staff deployment and dieses duty 

plans globalen can Wachstumsmarktes be called up at all times, zu meistern. while holiday ATOSS leave hilft, can den be Personaleinsatz approved in an unbureaucratic zu optimieren, Kosten manner einzusparen without the und submission die Ser- 

of vicequalität application und forms. Motivation In addition der Mitarbeiter to customer zu oriented steigern. personnel organization, this creates a productive working environment 

aTOSS Atoss-Kunde customer DeutscheSIXT Bahn 

and strong employee satisfaction. 

45

46 


SERvICES 

Today’s customers expect excellent service, strong commitment and permanent availability – frequently on extremely short 

notice. In kaumIn einer spite anderen of rising cost Branche pressure spielen and minutiöse tight resources, Planung service und höchste providers Flexibilität master eine these so challenges wichtige Rolle with für the den help Unterneh- of ATOSS 

software. menserfolg. Optimized Intelligenter working Personaleinsatz hours secure und 24/7 schlanke services Prozesse – often on sind 365 geschäftskritisch, days a year. Human um resources die Herausforderungen departments benefit dieses 

from globalen timesavings Wachstumsmarktes in planning and zu meistern. administration, ATOSS while hilft, den productivity Personaleinsatz becomes zu measurable optimieren, and Kosten can einzusparen be awarded und accordingly. die Ser- 

The vicequalität ATOSS Decision und Motivation Support der analysis Mitarbeiter tool delivers zu steigern. sound key performance indicators and creates the necessary transparency 

aTOSS Atoss-Kunde customer Deutsche Carglass Bahn 

for management decisions. This helps service providers set themselves off from competitors. 

47

48 


SERvICES 

Exclusive service and discrete attention are central requirements in the upmarket hotel and catering branch. In this context, staff 

In concerns kaum einer play a anderen decisive Branche role. Changing spielen shifts, minutiöse weekend Planung work und and höchste overtime Flexibilität are the order eine of so the wichtige day. The Rolle objective für den of Unterneh- workforce 

menserfolg. management Intelligenter is to ensure Personaleinsatz that service quality und adheres schlanke to the Prozesse aspired sind high geschäftskritisch, standards, while maintaining um die Herausforderungen cost efficient personnel dieses 

globalen deployment Wachstumsmarktes at the same time. Personnel zu meistern. organization ATOSS hilft, that den is consistently Personaleinsatz oriented zu to optimieren, customer needs Kosten forms einzusparen the foundation und die for Ser- this, 

vicequalität as well as working und Motivation time management der Mitarbeiter that automatically zu steigern. factors in legal regulations and employee wishes into the planning. After 

aTOSS customer Atoss-Kunde Hotel lesDeutsche Trois Rois Bahn 

all, motivated and satisfied employees make all the difference. 

49


MaNUFaCTURING 


PRODUCES 

SUCCESS » 

MANUFACTURING 

50 percent less idling time. 

51


F O O D a N D l U X U R y F O O D 

53 

producers in the food and luxury food industries are frequently subject to seasonal demand fluctuations. Competitive pressure 

In forces kaumthem einer to anderen efficiently Branche utilize the spielen capacity minutiöse of their Planung locations und and höchste rapidly Flexibilität respond to eine changing so wichtige order Rolle situations. für den Drawing Unterneh- on 

menserfolg. Workforce Management Intelligenter software Personaleinsatz by ATOSS und our schlanke customers Prozesse often administrate sind geschäftskritisch, hundreds of um complex die Herausforderungen working time models dieses and 

globalen calculate Wachstumsmarktes deployment scenarios zu with meistern. concrete ATOSS labor hilft, costs den and Personaleinsatz thereby succeed zu in optimieren, achieving better Kosten planning einzusparen of their und production. die Servicequalität 

This increases und response Motivation and der service Mitarbeiter capabilities, zu steigern. and reduces personnel costs as well as production costs. 


aTOSS customer Haribo

54 


CHEMICalS 

Increasing global competition, demand fluctuations and exploding raw materials costs determine the environment in which 

In the kaum chemical einerindustry anderenoperates. Branche In spielen order minutiöse to ensure optimal Planung production und höchste capacity Flexibilität utilization eine so in wichtige spite of these Rolle factors, für den processes Unternehmenserfolg. 

must be consistently Intelligenter optimized Personaleinsatz and personnel und schlanke requirements Prozesse precisely sind geschäftskritisch, adapted to current um demand. die Herausforderungen With the help of ATOSS dieses 

globalen solutions, Wachstumsmarktes working time models zu are meistern. flexibly ATOSS implemented, hilft, den and Personaleinsatz workforce deployment zu optimieren, and order Kosten volumes einzusparen synchronized und die Ser- in a 

vicequalität cost optimized und manner, Motivation reducing der Mitarbeiter expensive zu overtime steigern. and idle time. In times of weak demand, working time accounts have a 

aTOSS Atoss-Kunde customer Deutsche BaSF Bahn 

regulatory function, providing the flexibility to balance order volume fluctuations over the short and medium term. 

55


CONTRaCT aND INDIvIDUal pRODUCTION 

57 

In contract and individual production the complexity of projects demands the utmost in terms of planning, flexibility, schedule 

adherence and optimal resource management – across company borders in many cases. Subcontractors, third party employees 

and suppliers must all be integrated into the planning process. Order linked workforce management and scheduling by ATOSS 

enables a comprehensive view of processes, and, by integration with an ERP system, the effective and just in time planning of 

working hours and materials in individual orders. In this way, workforce management becomes an efficient instrument for budgetoriented 

manufacturing. In large-scale projects, savings in the order of millions of euros are not uncommon. 

aTOSS customer Atoss-Kunde MEyER Deutsche wERFT Bahn

58 E X C E R p T O F O U R C U S T O M E R R O S T E R I T E S T I M O N I a l S 

59 

ADELhOLZENER ALpENQUELLE • ADO-GARDINENWERkE • AEG ELECTRIC TOOLS • ALDI SÜD 

ALLGAIER WERkE • ALU kÖNIG STAhL • AmWAy • ApETITO • AppELRATh-CÜppER • ARA ShOES 

ARBEITSkAmmER DES SAARLANDES • ARBÖ • AUGUSTINER BRÄU • AUSTRIAN AIRLINES 

AVERy • AVIS • AWO BEZIRkSVERBAND mITTELRhEIN • BANkhAUS LUDWIG SpERRER • BASF 

BAyER • BAyERISChER LANDES-SpORTVERBAND • BEIT SySTEmhAUS • BENE • BERGLANDmILCh 

BEZIRk UNTERFRANkEN • BGm BERUFSGENOSSENSChAFT mETALL NORD SÜD 

BILFINGER BERGER INDUSTRIAL SERVICES • BISChÖFLIChES GENERALVIkARIAT mÜNSTER 

BLG LOGISTICS GROUp • BOFROST • BRISTOL-myERS SQUIBB • BROSE FAhRZEUGTEILE 

BUNDESANSTALT FÜR pOST & TELEkOmmUNIkATION • BUNDESEISENBAhNVERmÖGEN 

CARGLASS • CARITASVERBAND ERZDIÖZESE mÜNChEN UND FREISING • CATERpILLAR mOTOREN 

COCA COLA • COmDIRECT BANk • CONRAD ELECTRONICS • CORDES & GRAEFE • CREDIT SUISSE 

DAB BANk • DANFOSS • DBV WINTERThUR • DEhNER • DEUTSChE BAhN • DEUTSChE Bkk 

DEUTSChE RENTENVERSIChERUNG NORDBAyERN • DEUTSChE SEE • DIAkONIEZENTRUm SALZBURG 

DODENhOF • DOUGLAS • EDEkA • EJOT • ERDINGER WEISSBRÄU • ERNTEBROT • ESSILOR 

EVANGELISChE STIFTUNG ALSTERDORF • FAChhOChSChLE NÜRNBERG • FEhR UmWELT 

FELDSChLÖSSChEN GETRÄNkE • FENEBERG LEBENSmITTEL • FLENSBURGER BRAUEREI 

FRANkENBERG NAhRUNG UND GENUSSmITTEL • FRÄNkISChE ROhRWERkE • FRIWO 

FÜRSTLIChE BRAUEREI ThURN UND TAXIS • F.X. NAChTmANN BLEIkRISTALLWERkE 

GEFINEX • GEOBRA BRANDSTÄTTER SpIELWARENFABRIk • GkN DRIVELINE • GORENJE 

hACkER-pSChORR-BRÄU • hAkLE-kImBERLy • hARIBO LAkRITZEN • hARZ ENERGIE 

hERmES ARZNEImITTEL • hERmES SChLEIFmITTEL • hOFpFISTEREI • hOLSTEN-BRAUEREI 

hOST EUROpE • hOTEL LES TROIS ROIS • hSh NORDBANk • hSk DR.-hORST-SChmIDT-kLINIkEN 

hUGENDUBEL • hUhTAmAkI • hUk-COBURG • IGEpA • INGRAm mICRO • JOhN DEERE 

JOhNSON & JOhNSON mEDICAL pRODUCTS • JUVENA • J. BAUER mILChVERARBEITUNG 

kASSENÄRZTLIChE BUNDESVEREINIGUNG • kASSENÄRZTLIChE VEREINIGUNG NORDRhEIN 

kERmI • kEUCO • kEy SAFETy SySTEmS • kLINIkUm INGOLSTADT • kLINIkUm ROSENhEIm 

kLINIkUm SAARBRÜCkEN • k&L RUppERT • kODAk GRAphIC COmmUNICATIONS 

kONGREGATION DER BARmhERZIGEN SChWESTERN • kRAFTWERkE mAINZ-WIESBADEN 

kREISVERWALTUNG kAISERSLAUTERN • kÜhNE + NAGEL • kÜppERSBUSCh hAUSGERÄTE 

kURBETRIEBE LANDEShAUpTSTADT WIESBADEN • kVNO • LANDESÄRZTEk AmmER hESSEN 

LANDWIRTSChAFTSkAmmER NORDRhEIN-WESTFALEN • LANDWIRTSChAFTLIChE RENTENBANk 

LEBkUChEN-SChmIDT • LECh- STAhLWERkE • LUFThANSA • mAGNA STEyR FAhRZEUGTEChNIk 

mAIN-kINZIG-kLINIkEN • mAN NUTZFAhRZEUGE • mAX BAhR • mEFFERT FARBWERkE 

mESSE FRIEDRIChShAFEN • mEyER WERFT • mISTER*LADy JEANS • mOLkEREI mEGGLE 

mONDI pACkAGING • mÖBEL mARTIN • mpREIS • mUSTANG BEkLEIDUNGSWERkE 

NOLTE kÜChEN • NEW BEN • NORDmILCh • NORTh SEA TERmINAL BREmERhAVEN 

NOVOFERm • O 2 • OBERhAVEL kLINIkEN • OFFSETDRUCk NÜRNBERG • OLympUS 

pEpSI COLA • pANASONIC • pAULANER BRAUEREI • phOENIX phARmAhANDEL • pUmA 

pROCTER & GAmBLE phARmACEUTICALS • RADIO BREmEN • RECARO AIRCRAFT SEATING 

REmONDIS • RENOLIT • RhEINFELSQUELLEN • RITTER SpORT • ROTkREUZkLINIkUm mÜNChEN 

RÜGENWALDER WURSTFABRIk • SAN FR ANCISCO COFFEE COmpANy • SATURN • S-BAhN BERLIN 

SChÄFER‘S BROT- UND kUChENSpEZIALITÄTEN • SChERER & TRIER • SChLÜTERSChE DRUCk 

SChmITZ CARGOBULL • SChÖFFEL SpORTBEkLEIDUNG • SChÜCO • SEDDA pOLSTERmÖBEL 

ShG kLINIkEN • SIEmES • SIXT • SONy BmG mUSIC ENTERTAINmENT • SOZIALSTIFTUNG BAmBERG 

SpARkASSE JENA SAALE • SpORTSChECk • STADT ESSLINGEN • STADT REGENSBURG 

STADT kAISERSLAUTERN • STADT WÜRZBURG • STADTWERkE ROSTOCk • STApLES 

STIFTUNG pFENNIGpARADE • STRAUSS INNOVATION • STRENESSE • SULZER pUmpEN • SWISS 

TELEkOm ShOp VERTRIEBSGESELLSChAFT • TEREX • TERRE DES hOmmES DEUTSChLAND 

ThALIA BÜChER • ThySSENkRUpp STAINLESS • TOShIBA • TROST • TRW AUTOmOTIVE 

TWL TEChNISChE WERkE LUDWIGShAFEN • UNIVERSITÄTSkLINIkUm GIESSEN UND mARBURG 

V. D. LINDE-ARZNEImITTEL • VALEO • VBG VERWALTUNGS-BERUFSGENOSSENSChAFT 

VERLAGSGRUppE RANDOm hOUSE • VINZENZ mURR • VOGLAUER mÖBELWERk • VOSSLOh 

WELTBILD VERLAG • WEpA pApIERFABRIk • WEST ENERGIE UND VERkEhR • W.L. GORE ASSOCIATES 

WOLFORD • WORLD VISION DEUTSChLAND • ZENTRUm FÜR SOZIALE pSyChIATRIE 

ZILLERTALER VERkEhRSBETRIEBE • ZWECkVERBAND ABFALLWIRTSChAFT REGION hANNOVER 

«By eliminating a host of administrative routine tasks 

we have been able to save up to five working hours a 

day, which can be used for other tasks instead.» 

armin loch, Head of Wage and Salary Accounting, 

ALLGAIER Werke 

«With the help of flexible working hours and efficient 

workforce management and scheduling we have 

been able to keep our personnel costs so low that 

our prices remain competitive. In this way we are 

securing our corporate success over the long term, 

and consequently safeguarding the current levels of 

employment.» 

Heino Spaude, Head of Personnel Systems, 

BLG LOGISTICS GROUP 

«In retailing, flexible and demand driven workforce 

management is becoming increasingly important. 

This is the only way to ensure optimal customer care 

over the long term. In concrete terms this means 

well-stocked shelves, ample staffed cash desks and 

minimum waiting periods for our customers. The 

fact that we are addressing working time management 

across our corporation in such a consistent manner 

documents clearly once again where we are placing 

our key emphasis.» 

volker Bredemeier, Department Manager Human 

Resources/IT Coordination, EDEKA Minden-Hannover 

«The ATOSS Employee and manager Self Service 

solution promotes the personal responsibility of our 

associates and trust based cooperation. This supports 

our company culture.» 

Brigitte Miculcy, Human Resources, 

W.L. Gore & Associates 

«It is really fun to work with ATOSS because it is 

readily apparent that all their people are highly 

committed and totally identify with their company.» 

wolfgang Friedl, Competence Center Applications, 

BEIT Systemhaus 

«Our project could have been named ‹From lowest 

to top priority›. All participants – from sales staff to 

the hR department and all the way up to top management 

– realized that personnel management would 

have to be part of the value creation chain in future. 

personnel data must be recorded and made available 

in such a way that they make value contributions on 

operational and strategic levels. Our ATOSS Solution 

ensures this day by day.» 

Reinhard Zuber, Corporate Development, 

Thalia Bücher AG Switzerland, a company of the 

Douglas Holding 

«In terms of the working hours of physicians and care 

staff, a great deal has changed over the past years, 

and in future we will certainly be adopting new collectively 

bargained and individual facility regulations. 

On the one hand, with the help of our system we are 

able to easily map changes imposed from the outside. 

On the other hand, we have an instrument at our disposal 

with which we can allocate the available working 

hours in an efficient manner, without compromising 

on care quality.» 

Franz Dußmann, Head of Care Services, 

Klinikum Rosenheim 

«We look back on many years of reliable and successful 

cooperation with ATOSS. The smooth conversion 

to the new JAVA based platform that offers us considerably 

extended flexibility and functionalities proves 

once again that the decision we made at the beginning 

of the nineties was the right one. Thanks to our new, 

advanced solution, we are extremely well equipped to 

meet all demands and requirements.» 

Helmut Täger, Head of Personnel Service Center, 

Deutsche Bahn AG 

«Very impressed person – that is what I have been 

for quite some time! ATOSS is truly an exemplary 

company.» 

Jürgen Kast, General Administrative and Personnel 

Office, Municipality of Esslingen am Neckar

60 AnnuAl RepoRt 2008 letteR to shAReholdeRs 

61 

letteR to shAReholdeRs 

dear shareholders, 

ladies and Gentlemen, 

Marked by innovation, excellent financial results and significant 

growth in market share the year 2008 was by far the 

most successful financial year in our company’s history. 

Our success is also proof of the huge increase in importance 

accorded to our focus area of Workforce Management – all 

the more so in the current economic environment. The 

increasing competitive pressures on businesses demand 

excellence in every process surrounding the deployment of 

personnel. Customer orientation, enhanced service quality 

as well as the transparency and optimization of costs are as 

much a priority as is employee satisfaction. At these levels, 

Workforce Management can deliver significant improvements 

and massively enhance value added, with an impact 

on sales and results running into double-digit millions of 

euro, exceeding many times over the actual investment cost. 

The benefit of our Workforce Management solutions is huge, 

and under the current economic conditions its importance is 

growing markedly. In modern organizations today, Workforce 

Management is the driving force behind a sustained 

increase in the ability to compete. 

2008 – the third record year in succession 

The financial year 2008 saw a continuation of the success 

achieved in previous years. While the economy in general, 

even from the third quarter onwards, began to suffer under 

the effects of the financial crisis, ATOSS developed powerfully 

in both Q3 and Q4, and with record orders on hand laid 

the foundation for further positive development. 

In the course of the reporting period sales rose 10 percent to 

EUR 26.9 million, while the improvement in results once again 

represented a multiple of this growth. Operating profits (EBIT) 

were up by 35 percent at over EUR 5 million, while earnings 

per share rose 40 percent to EUR 0.88. The highly positive 

development in our core business of software licenses was 

particularly gratifying. Over the years as a whole, sales in this 

area climbed 12 percent to EUR 6.1 million. Orders received 

were up by 8 percent at EUR 6.6 million, and orders on hand 

rose by 32 percent to stand at EUR 2.5 million. Development 

in the fourth quarter was particularly dynamic. 

Our approach remains unchanged: we are focused on 

consistently implementing our corporate strategy with the 

goal of combining stability, innovation and profitable growth. 

Once again our record performance on sales and results 

continues to safeguard our substantially positive cash flow 

and underpin further improvements in liquidity and the 

equity ratio. The strategy adopted by ATOSS Software AG and 

our first-class positioning have also enabled us in recent 

years, and in financial year 2008 in particular, to increase our 

share of the growing market for Workforce Management. 

share price stable, dividend yield high 

In the past financial year 2008 the success of our business 

was not rewarded by a rising share price. Nevertheless, we 

believe that the substantial stability of our share price in a 

disastrous stock market environment is founded on the 

considerable trust that investors place in ATOSS Software 

AG. At the annual general meeting on April 30, 2009 we shall 

propose to our shareholders that we pay a dividend of 

EUR 0.44 per share, representing a dividend yield in excess 

of 6 percent. In doing so we are adhering consistently to our 

dividend policy first declared at the beginning of 2003. Overall 

since 2003, ATOSS has distributed more than EUR 9 per 

share to its shareholders. 

opportunities for Atoss in a difficult environment 

Since September 2008 there has been a worldwide collapse 

in demand that extends to all sectors. The willingness of 

companies to invest has been substantially eroded as the 

extent of the recession remains largely uncertain. What is 

certain is that 2009 will be a challenging year for us all. What 

is also certain is the fact that ATOSS is excellently placed to 

prevail in this environment, take advantage of the opportunities 

that present themselves and adequately counter the 

risks that arise. 

The optimization of business processes extends not just to 

areas such as automation and production processes that 

have been addressed with much success by many companies 

in recent years. It is rather the case that more and more 

businesses perceive the need to focus on how to deal with 

the valuable resources their workforce constitutes. It is 

essential for them to address the continuing optimization of 

the productivity and service quality their employees deliver 

in order to ensure their own competitiveness. 

In a competitive environment in which products, presentations 

and prices are frequently very similar and margins are 

tight, it is service and the ability to react cost-efficiently to 

fluctuations in demand that allow one competitor to stand 

out from the rest. It is for this reason that ATOSS solutions 

are in such strong demand among service, retail and many 

other organizations that aspire to increase the flexibility of 

their work processes. We offer tools that support the proactive 

control of constantly changing processes across the 

board on the basis of high-grade transparency. This in turn 

creates productivity gains and a clear improvement in service 

quality coupled with increased employee satisfaction. As a 

result, our clients enjoy clear and sustained advances and 

benefits in their competitive capabilities. 

Atoss remains on course for record performance 

Through our products and our technology, we create substantial 

efficiency gains for our clients in a comparatively short 

period of time. On the financial side, we can point to a degree 

of solidity and therefore also security in all relevant aspects 

that is outstanding for a company of our size. The high level 

of orders we have on hand constitutes another quite decisive 

factor. We therefore anticipate that sales and results in the 

new financial year 2009 will remain at the record level 

achieved in 2008. 

This statement may appear courageous in the midst of a 

global crisis in which few dare to venture a specific forecast. 

Yet our business model is highly robust, we have a record 

order book and our people are highly motivated. And we have 

Andreas F.J. Obereder 

the right message for our customers – now more than ever 

before! 

We are very proud of the outstanding performance of our 

staff. They have laid the foundation for strong development 

and helped to establish our excellent positioning. We would 

therefore like to thank them for their determination and their 

enthusiastic commitment without which the success of our 

company would not have been possible. Our thanks are due 

also to our customers and shareholders for their interest in 

ATOSS and their strong loyalty. 

Yours truly, 

Andreas F.J. Obereder Christof Leiber 

(Chief Executive Officer) (Member of the Board 

of Management) 

Christof Leiber

62 

AnnuAl RepoRt 2008 

unteRnehMen InVestoR und RelAtIons 

MIssIon 63 

InVestoR 

RelAtIons 

«Two of the key elements of the corporate strategy pursued 

by ATOSS have been to remain absolutely independent of external 

funding and to ensure that the available liquidity is invested 

with the maximum possible security.» 

Atoss stoCK 

ISIN/WKN DE0005104400 / 510440 

Class No par value bearer shares 

shAReholdeRs Atoss softWARe AG 

Founding family 

55,70% 

Free fl oat 

42,59% 

0% 20 40 60 80 100 

Reporting period 2008 Previous year 2007 

Capital stock in EUR 4,025,667 4,025,667 

Number of shares 4,025,667 4,025,667 

Free fl oat 42.59% 43.50% 

Treasury stock 1.71% 0.80% 

Founding family 55.70% 55.70% 

Listings Prime Standard (Regulated Market, F) 

XETRA and OTC B-B, D, HH, M, S 

Indices Prime All Share, Prime Software, Technology All Share 

Designated sponsor VEM Aktienbank AG 

Financial year January 1 to December 31 

First listing March 21, 2000 

Stock exchange symbol AOF 

Dividend paid in EUR In this period for the preceding year 0.31 0.24 

Dividend proposed For approval at the AGM in EUR 0.44 0.31 

Earnings per share in EUR 0.88 0.63 

Annual high in EUR 8.90 11.21 

Annual low in EUR 5.20 7.60 

Average share price in EUR 7.81 8.68 

P/E ratio high 10 18 

P/E low 6 12 

P/E average 9 14 

Opening price in EUR 8.10 9.71 

Closing price in EUR 7.23 8.29 

Market capitalization in million On December 30, 2008 / December 28, 2007 29.11 33.37 

Treasury stock 

1,71%

64 AnnuAl RepoRt 2008 

unteRnehMen InVestoR und RelAtIons 

MIssIon 65 

ATOSS 

Prime IG Software performance 

Q1/2008 Q2/2008 Q3/2008 Q4/2008 

Key fIGuRes peR shARe 

EUR 2008 2007 

Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1 

High 7.60 8.90 8.40 8.40 9.35 9.63 9.70 11.21 

Low 5.20 7.10 7.61 7.20 7.60 8.02 7.95 8.00 

Share price at end of quarter 7.23 7.10 7.95 7.80 8.29 8.50 8.19 8.58 

Treasury stock 68,894 24,500 29,500 29,500 31,881 65,881 65,881 65,881 

Dividend paid per share 0.00 0.00 0.31 0.00 0.00 0.00 0.24 0.00 

Cash flow per share -0.34 0.76 -0.63 0.76 -0.33 0.82 -0.19 0.76 

Liquidity per share 3.48 3.83 3.09 4.07 3.35 3.75 2.97 3.44 

EPS 0.21 0.24 0.26 0.17 0.17 0.14 0.17 0.15 

EPS (diluted) 0.20 0.24 0.26 0.17 0.17 0.14 0.16 0.14 

110 % 

100% 

90% 

80% 

70% 

60% 

2008 – stock markets suffer massively under the financial crisis 

The subprime mortgage crisis that began in the USA and unfolded in the second 

half of 2007 rolled on in 2008 with a rapidity that led to meltdown on the capital 

markets. The ceaseless fall in prices on the US real estate market prompted an 

increasing number of mortgage defaults and undermined the purchasing power of 

US citizens. The market for financial products that were to a large extent artificially 

manufactured as a means of passing on bundles of high-risk mortgages 

collapsed. No one knew any longer who was ultimately responsible for the risk 

these products carried. The parties involved had lost all track. 

Financial businesses in particular suffered losses, both in value and in terms of 

trust, while inter-bank lending ground almost to a complete halt. Measures by 

central banks to stabilize the situation and emergency packages put together by 

governments on a vast scale were implemented the world over. Their initial purpose 

was to prevent total systemic collapse, while later action was directed towards 

stimulating economic activity. What began as a subprime crisis had long since developed 

into a financial market crisis, which in turn impacted on the real economy. 

heavy losses extend to almost all asset classes worldwide 

The financial crisis triggered a global collapse in share prices, the like of which 

had not been seen since the worldwide economic crisis of 1974. Raw material 

prices that had risen on a wave of speculation also slumped. The price of oil for 

example fell to a third of its former level in the space of just four months in the 

second half of the year. Among the benchmark indices on the major stock markets, 

the Japanese Nikkei lost 42 percent in value, Britain’s FTSE fell 31 percent and the 

French CAC dropped by almost 43 percent. In Germany the DAX recorded the 

second-worst year in its history with a loss of 40 percent, while the TecDAX lost as 

much as 48 percent. 

Atoss stock stands up well 

The DAX Software Performance Index as the principal index offering a basis for 

comparison with the performance of ATOSS stock fell by 32 percent during the 

reporting period. In this fearful environment, however, the ATOSS share price 

remained highly stable, slipping by only 12 percent in the course of the year. Taking 

into account the dividend, the fall was just 10 percent. The stock price did however 

exhibit some considerable volatility, especially in the fourth quarter. Nevertheless 

the stable development in business appears to have reinforced investors’ confidence 

in ATOSS. 

low share price provides an opportunity to buy back shares 

The low level to which the share price fell as turbulence swept the stock market in 

the fourth quarter prompted the Board of Management to use some of the 

company’s available liquidity to buy treasury stock. The price of ATOSS stock had 

previously remained comparatively stable, but in October in a nervous and generally 

weak market, the share price was particularly attractive. The ratio of enterprise 

value (market capitalization less liquidity) to expected operating profits was 

between two and three.

66 AnnuAl RepoRt 2008 unteRnehMen InVestoR und RelAtIons 

MIssIon 67 

Under the terms of the authority granted by the General Meeting on April 29, 2008 

to buy back shares and on the basis of several resolutions adopted by the Board of 

Management, a total of 44,894 shares were purchased on the stock market at an 

average price of EUR 6.51 per share. In accordance with the Board of Management 

resolution, further stock may be purchased up to April 30, 2009, up to an overall 

total of 341,588 shares. 

Analysts and journalists pronounce a highly positive verdict on Atoss 

Analysts at SES Research GmbH, a Warburg Group company, have monitored 

ATOSS Software AG continuously over the course of the year and carried out valuations 

on the basis of the development in our undertaking as well as against the 

background of the changes that have taken place during the year on the capital 

markets. In January SES once again affirmed its “buy” rating with an upside target 

of EUR 14. ATOSS, said the analysts, was able to deliver despite the crisis, the forecasts 

had once again been exceeded, and for an IT company ATOSS exhibited an 

exceptionally good risk profile and highly stable earnings. The media, too, seized 

on the strong operating performance that ATOSS had achieved, with a gratifying 

variety of reports carried by newspapers, journals, stock market news services 

and radio and television channels aimed at a business audience. 

Investment policy remains strictly conservative, focused on preserving value 

Two of the key elements of the corporate strategy pursued by ATOSS have always 

been to remain absolutely independent of external funding and to ensure that the 

available liquidity is invested with the maximum possible security. At the end of 

2008 ATOSS had some EUR 14.0 million invested in interest-bearing current 

accounts, fixed-term deposits and short-dated Federal treasury notes. 

stock underpinned by strong cash position, good dividend yield and low valuation 

Thanks to its strictly conservative investment policy and its positive cash flow, 

despite the dividend payment ATOSS succeeded in further increasing its liquidity 

during the reporting period. In fact, liquidity rose by EUR 0.5 million relative to the 

year before to stand at EUR 14.0 million. On that basis after deduction of liquid 

funds, on the balance sheet closing date the entire enterprise was valued at just 3 

times the operating profit. Given the company’s substantial liquidity and the 

successful development in business, this low valuation offers a sound assurance 

of share price stability. This view has been confirmed in many discussions that the 

ATOSS Board of Management has held with investors and analysts. 

long-term dividend policy 

There is also the fact that ATOSS consistently continues to pursue the dividend 

policy first announced by the company at the beginning of 2003. A proposal will 

accordingly be put to the General Meeting to pay a dividend for 2008 in the amount 

of EUR 0.44 (previous year: EUR 0.31) per share, representing an increase of 

42 percent over 2007. This puts the dividend yield on ATOSS stock at 6.3 percent. 

Including the planned dividend for 2008, since 2003 ATOSS will have paid out a 

total of EUR 9.59 per share to its shareholders. Considering the share price performance 

against this background – at the start of 2005 the price stood at EUR 7.66 

– despite many difficult years on the stock market ATOSS has succeeded in 

substantially enhancing the prosperity of its shareholders. 

deVelopMent In Results, dIVIdends And dIstRIbutIons peR shARe In euR 

Year 2003 2004 2005 2006 2007 2008 

Earnings per share 0.47 0.23 0.12 0.48 0.63 0.88 

Dividend per share* - 0.11 - 0.24 0.31 0.44 

Special distribution per share 1.50 1.50 - 5.50 - - 

* pertaining to respective fiscal year (payment after AGM of the following year) 

Reliability and stability remain our watchwords 

What’s more, over the last two years which have been particularly negative for the 

stock markets, ATOSS shares have stood up comparatively well. The by now established 

stability of our business model and the trust we have earned on the part of 

our investors are paying off. Both the Board of Management and the company’s 

employees will therefore continue to abide by our corporate strategy. That means 

that our shareholders can look forward to a continuing, substantially predictable 

development in business underpinned by transparent, prompt and open communication. 

Moreover on the basis of our dividend policy and our securely invested 

liquidity, it should also prove possible in future to stabilize the share price.

68 

AnnuAl RepoRt 2008 

unteRnehMen CoRpoRAte GoVeRnAnCe und MIssIon RepoRt 

69 

1. Einführung 

CoRpoRAte 

Gute Corporate Governance stellte für die ATOSS Software AG schon immer eine Selbstverständlichkeit 

in ihrer Unternehmenskultur dar, lange bevor verantwortungsbewusste und nachhaltige Unternehmensführung 

unter dem Begriff Corporate Governance Einzug hielt. Die Grundlagen hierzu bilden 

GoVeRnAnCe 

vor allem das deutsche Aktiengesetz und der Deutsche Corporate Governance Kodex. Insbesondere die 

Einhaltung von Leitlinien und Standards zur Corporate Governance leisten nach Überzeugung der 

Gesellschaft einen wichtigen Beitrag zur dauerhaften Festigung des Vertrauens von Kunden, Mitarbeitern 

und Aktionären in die Unternehmensführung. Sie unterstützen damit den nachhaltigen Erfolg der 

RepoRt 

ATOSS Software AG. 

Hierbei stehen eine effiziente Zusammenarbeit zwischen Vorstand und Aufsichtsrat, eine zuverlässige 

und transparente Unternehmenskommunikation sowie die Wahrung der Interessen aller am Unternehmenserfolg 

beteiligten Gruppen im Vordergrund. 

«Good corporate governance is a matter 

of course for ATOSS Software AG.» 

Deshalb informiert die ATOSS Software AG bereits seit dem Jahr 2001 regelmäßig über ihre Corparate 

Governance Grundsätze, veröffentlicht die jährlichen Entsprechenserklärungen, Directors Dealings 

und sonstige wesentliche Informationen zur Corporate Governance der Gesellschaft. Diese Informationen 

stehen Kunden, Mitarbeitern und Aktionären gleichermaßen transparent und aktuell zur Verfügung 

wie Informationen zur Geschäftsentwicklung und Rechnungslegung in Quartals-, Halbjahres und 

Geschäftsberichten und sonstige relevante Informationen in Ad-hoc- Veröffentlichungen, Corporate 

News und Pressemitteilungen. Alle diese Informationen sind kontinuierlich auf der Homepage der 

Gesellschaft (www.atoss.com) im Bereich Investor Relations einzusehen. 

1. INTRODUCTION 

2. DECLARATION OF CONFORMITY 2008 

3. BOARD OF MANAGEMENT REMUNERATION REPORT 

4. SUPERVISORY BOARD REMUNERATION REPORT 

5. OWNERSHIP OF AND DEALINGS IN SHARES AND FINANCIAL INSTRUMENTS 

1. Introduction 

Good corporate governance has always been a matter of course for ATOSS Software 

AG, even long before the term was first coined to describe responsible and 

sustainable corporate management. The primary foundations are provided by the 

German Stock Corporation Act and the German Corporate Governance Code. The 

company believes firmly that compliance with corporate governance standards 

and guidelines is an important factor in securing the enduring confidence of customers, 

employees and shareholders in the management of our enterprise. Good 

governance thus supports the sustained success of ATOSS Software AG. 

Efficient cooperation between the Board of Management and the Supervisory 

Board, reliability and transparency in corporate communication and due protection 

for the interests of all those with a stake in the success of the enterprise are 

the primary concerns. 

Therefore since 2001 the company has regularly reported on its Principles of 

Corporate Governance and published its annual declarations of conformity, directors’ 

dealings and other essential information regarding the corporate governance 

of the company. This information in transparent and up to date form is available in 

equal measure to customers, employees and shareholders. Details of the development 

in business and accounting information are disclosed in quarterly, halfyearly 

and annual reports and other relevant information is published in ad hoc 

announcements, corporate news and press releases. All this information is continuously 

available for inspection on the company’s web site (www.atoss.com) in the 

Investor Relations section. 

2. declaration of conformity 2008 

IntroductIon I declaratIon of conformIty 

ATOSS Software AG welcomes the German Corporate Governance Code put 

forward by the Government Commission and most recently amended on June 6, 

2008. During the period under review the Supervisory Board and the Board of 

Management have therefore concerned themselves intensively with the new requirements 

and compared the Code with the company’s own principles. Certain deviations 

from the recommendations were identified and discussed. 

On this basis at the Supervisory Board meeting on December 3, 2008 the Supervisory 

Board and the Board of Management and adopted a new declaration of 

conformity pursuant to § 161 of the German Stock Corporation Act. In this declaration 

published on the company’s web site it is confirmed that company complies 

with the recommendations of the Commission on Corporate Governance appointed 

by the Federal government are complied with, with the exception of those points 

stated in the declaration. It is consequently evident that the company fundamentally 

conforms with the recommendations and deviates in some few aspects only.



71 

Deviations apply in respect of the following points: 

• The German Corporate Governance Code recommends that the liability insurance arranged by a 

company for its management and supervisory board members (so-called directors and officers 

liability insurance – D&O) should include a self-insured deductible. ATOSS Software AG is fundamentally 

not of the opinion that the commitment and responsibility with which the members of the 

Board of Management and Supervisory Board fulfill their duties would be enhanced by such a 

measure. The D&O insurances for members of the Board of Management and Supervisory Board do 

not therefore include such a provision. 

• The German Corporate Governance Code recommends the formation of supervisory board committees. 

In view of the size of the company, however, ATOSS Software AG refrains from forming separate 

supervisory board committees. Moreover ATOSS Software AG is of the opinion that with a Supervisory 

Board comprised of three members, the efficiency of the Board would in no way be increased 

by the formation of committees. 

• The German Corporate Governance Code recommends that fixed and performance-related remuneration 

elements be agreed with members of the supervisory board. Nevertheless the existing 

arrangement providing for a fixed remuneration together with a variable payment dependent on the 

number of meetings has proven its worth. 

• With regard to remuneration paid to members of the management board, the German Corporate 

Governance Code recommends that fixed and variable components should be agreed. The variable 

parts should include components linked to the success of the business as well as components with 

a long-term incentive effect and an element of risk. The remuneration model employed for members 

of the Board of Management includes fixed and variable components which relate to the development 

in sales and profits. Given the existence of a uniform remuneration system for members of the 

Board of Management, coupled with the fact that the CEO is also the majority shareholder, any 

further long-term incentive systems may be dispensed with. 

• The German Corporate Governance Code recommends that the annual general meeting be convened 

and the accompanying documentation transmitted electronically (Code Section 2.3.2). Since the 

shares in ATOSS Software AG are not registered shares but bearer shares, in the view of the company 

this recommendation is not practicable. 

• In accordance with the German Corporate Governance Code (Section 5.4.3.) it is recommended that 

nominations for Supervisory Board membership be voted on individually. For reasons of voting efficiency, 

however, at the general meeting of ATOSS Software AG on April 29, 2008 the members of the 

Supervisory Board were elected en bloc. No objection to this procedure was raised by any shareholder 

present. 

• In respect of the publication of interim reports, Section 7.1.2 recommends that these should be made 

available within 45 days. The company publishes a comprehensive summary of key figures (sales 

revenues, types of sales, operating result – EBIT, pre-tax earnings – EBT, net earnings, net earnings 

per share) within less than 30 days. The full interim reports are published within two months of the 

end of the quarter. In following this practice of staggered publication, even outside the scope of 

mandatory ad hoc announcements the company provides the capital market with full as well as 

particularly prompt information. The company will continue this practice in order to ensure that the 

information available to the capital market is as up to date as possible. 

3. board of Management remuneration report 

The members of the Board of Management are: 

Andreas F.J. Obereder Chief Executive Officer Appointed until 

December 31, 2013 

Christof Leiber Member of the Board 

of Management 

Appointed until 

March 31, 2012 

The remuneration paid to members of the Board of Management is oriented towards 

their contribution to the success of the business, and towards industry standards. It 

includes performance-related and non-performance-related elements. The nonperformance-related 

remuneration is paid monthly in the form of a salary. An 

advance on the performance-related remuneration is paid monthly up to a maximum 

of 50 percent of the target profit-share payment for the financial year in question. 

The Supervisory Board turns its attention at least once per year to the appropriateness 

of this remuneration and sets new performance targets for the performance-related 

elements yearly in advance. The level of the performance-related 

remuneration (profit-share payment) is oriented towards the group sales target 

and operating profit target for the company. 

Moreover, the contracts with members of the Board of Management also include 

other elements of remuneration in the form of insurance premiums paid by the 

company and other ancillary benefits, as well as the provision of company motor 

vehicles. The corresponding benefit of these elements in money’s worth is listed 

below under “Miscellaneous”. 

The remuneration paid to the Board of Management in the financial year was 

composed as follows: 

Andreas F.J. Obereder 2008 

EUR 

2007 

EUR 

non-performance-related remuneration 

Salary 290,000 290,000 

Miscellaneous 

performance-related remuneration 

98,418 95,775 

Profit-share payment 118,012 114,326 

total remuneration 506,430 500,101 

Christof Leiber 2008 

EUR 


Board of management remuneratIon report 


EUR 

Salary 150,000 141,250 

Miscellaneous 


42,978 37,546 


total remuneration 327,849 295,163



73 

The profit-share payments shown here relate to entitlements deriving from the 

achievement of targets in the respective financial year. Since these entitlements are 

determined only after the conclusion of the financial year, actual payments deviate. 

Finally, a non-forfeitable pension commitment also exists in favor of the CEO 

which is classified as a defined-benefits plan. Pursuant to this agreement, pension 

payments will commence when the recipient reaches the age of 65 and will be paid 

for life. The level of future pension rights will vary during the accrual period to an 

extent equal to future adjustments in the fixed salary of the CEO. 

4. supervisory board remuneration report 

The Supervisory Board of ATOSS Software AG is comprised of three members 

who were elected by the General Meeting on April 29, 2008. In accordance with § 9 

of the Articles of Association of ATOSS Software AG, the term of office of the 

members of the Supervisory Board continues until the conclusion of the General 

Meeting at which the said Supervisory Board members are formally discharged 

for the financial year 2012. 

The members of the Supervisory Board are: 

Peter Kirn Chairman, corporate consultant, Böblingen 

Fritz Fleischmann Deputy Chairman, managing director Adobe 

Systems GmbH, Grünwald 

Dipl. Kfm. Rolf Baron Vielhauer 

von Hohenhau 

The remuneration paid to the Chairman, Deputy Chairman and members of the 

Supervisory Board was determined by a resolution adopted by the General 

Meeting on May 22, 2001. 

The remuneration paid to Supervisory Board members was composed as follows: 

Peter Kirn 2008 

EUR 

Remuneration pursuant to the Articles of 

Association 


EUR 

20,000 20,000 

Attendance allowances 7,500 7,500 

total 27,500 27,500 

Fritz Fleischmann 2008 

EUR 


Association 

President of the Bund der Steuerzahler in 

Bayern e.V., Munich 


EUR 

15,000 0 

Attendance allowances 6,000 0 

total 21,000 0 

SupervISory Board remuneratIon report 

ownerShIp of and dealIngS In ShareS and fInancIal InStrumentS 

Rolf Baron Vielhauer von Hohenhau 2008 

EUR 


Association 

In financial year 2008, as in the preceding year, there were no payments made for 

consultancy work beyond the scope of Supervisory Board activities. 

5. ownership of and dealings in shares and financial instruments 

5.1 ownership of shares and financial instruments 


EUR 

10,000 10,000 


total 13,750 13,750 

Winfried Wolf 2008 

EUR 


Association 


EUR 

5,000 0 


total 6,500 0 

Bernhard Dorn 2008 

EUR 


Association 


EUR 

5,000 20,000 

Attendance allowances 0 7,500 

total 5,000 27,500 

The company reports the ownership of shares by members of company boards 

and the possession of bonds convertible into company shares in its annual and 

interim reports. 

Share ownership on the part of board members on December 31, 2008 in comparison 

with the preceding year was as follows: 

31.12.2008 31.12.2007 

Andreas F.J. Obereder 1,981,184 1,981,184 

Peter Kirn 29,760 29,760 

Bernhard Dorn (passed away in 2008) 0 25,000 

Rolf Baron Vielhauer von Hohenhau 0 5,675 

total 2,010,944 2,041,619



75 

As of December 31, 2008 board members‘ holdings of bonds convertible into 

company shares were as follows relative to the preceding year. 

On the relevant balance sheet closing date, board members who subscribed for 

convertible bonds held conversion rights to the following numbers of shares in 

ATOSS Software AG: 

5.2 Reportable securities transactions 


unit numbers 


unit numbers 

Christof Leiber 5,000 5,000 

total 5,000 5,000 

The Company publishes details of all reportable securities transactions by board 

members on its web site at http://www.atoss.com/atoss/de/Company/Investor_ 

Relations/Directors_Dealings. This information remains available for at least 

12 months following publication. 

In financial year 2008 the following reportable transactions were undertaken by 

board members and disclosed. 

name transaction date of 

transaction 

Rolf Baron 

Vielhauer von 

Hohenhau 

Rolf Baron 

Vielhauer von 

Hohenhau 

Rolf Baron 

Vielhauer von 

Hohenhau 

Rolf Baron 

Vielhauer von 

Hohenhau 

number price 

euR 

date of publication 

Sale 03.06.2008 1,960 8.00 04.06.2008 

Sale 02.06.2008 500 8.00 02.06.2008 





ownerShIp of and dealIngS In ShareS and fInancIal InStrumentS


supeRVIsoRy unteRnehMenboARd und MIssIon RepoRt 

77 

supeRVIsoRy boARd RepoRt 

on fInAnCIAl yeAR 2008 

dear shareholders, 

Economic conditions have altered fundamentally in the 

shadow of the financial market crisis. There is a consensus 

among the economic research institutions that the upturn 

that has persisted over a period of years is not only faltering, 

but will be replaced by stagnation or even recession in almost 

every country. 

Against this background, we as the Supervisory Board are 

very proud to be part of an undertaking that in presenting its 

financial statements for 2008 can point to a third record year 

in succession. The strategy pursued by the Board of Management 

and expressly endorsed by the Supervisory Board of 

continuously developing the company as a specialist in software 

solutions covering all aspects of intelligent personnel 

deployment and workforce management led to the best result 

in the more than 20-year history of the company in the year 

2008. The strength of demand – particularly against the backdrop 

of a negative outlook for the economy – underscores the 

high return on investment that ATOSS offers to its clients. 

We are therefore convinced that this successful strategy will 

in future years continue to enable ATOSS Software AG to gain 

additional market share and develop its business with 

success even in a difficult economic environment. 

Monitoring the conduct of business 

and advising the board of Management 

In financial year 2008 the Supervisory Board fulfilled all of the 

duties incumbent upon it under the law and in accordance 

with the Articles of Incorporation. We have consulted with the 

Board of Management regarding the management of the 

enterprise and monitored the actions taken. The Supervisory 

Board thus played a role in all decisions of fundamental 

importance. Actions and transactions requiring our approval 

were duly considered and dealt with by the Board. 

The Board of Management kept the Supervisory Board regularly 

and promptly informed both in writing and verbally of 

the development in business including matters of corporate 

planning and strategy, significant business events, the risk 

situation and risk management. The continuous flow of information 

between the Management and Supervisory Boards 

was this assured throughout the year over and beyond the 

scope of Supervisory Board meetings. 

In the course of our work we have paid particular attention to 

the requirements incumbent upon the Supervisory Board to 

comply with the provisions of the German Corporate Control 

and Transparency Act (KonTraG), the Transparency and Disclosure 

Act (TransPuG) and the recommendations and proposals 

contained in the German Corporate Governance Code. 

supervisory board meetings and reports 

by the board of Management 

Items on the agenda at our joint meetings regularly included 

the current course of business, in particular the development 

in sales and the situation of the company, ongoing 

corporate strategy, product development and matters relating 

to personnel, investment and financing and risk management, 

as well as other business events of particular significance. 

Members of the Supervisory Board were sent all 

essential documents in good time in order to prepare prior to 

these meetings. 

A total of five meetings of the Supervisory Board took place 

in financial year 2008. all of which were attended by all of the 

members of the Supervisory Board. In addition, several telephone 

conferences took place and numerous discussions 

were held both in person and by telephone. The Chairman of 

the Supervisory Board in particular was in continuous 

contact with the Board of Management. Decisions made 

outside of Supervisory Board meetings were adopted by a 

process of consultation. 

In order to ensure that the Supervisory Board was provided 

with full and timely information, in addition to our meetings 

and other discussions the Board of Management kept the 

Supervisory Board informed in writing in comprehensive 

«The continuously developing of the company as a specialist in 

software solutions covering all aspects of intelligent personnel 

deployment and workforce management led to the best result 

in the more than 20-year history of the company in the year 2008.» 

detail on a monthly basis. Among other items, each of these 

reports included an income statement, an analysis of individual 

departmental costs and cash flow, types of sales, the 

status of current projects and progress in the development 

of new products. This information was reviewed in depth by 

the Supervisory Board upon receipt in respect of its plausibility, 

accuracy when compared over time and on a sectoral 

basis, and completeness. 

other matters discussed at the individual meetings 

of the supervisory board: 

At the meeting on february 27, 2008 

At this meeting the annual financial statements and consolidated 

financial statements and the management reports for 

the financial year 2007 prepared by the Board of Management 

and awarded an unqualified audit certificate were 

discussed in detail with the Management and the auditors, 

Messrs. Ernst & Young AG Wirtschaftsprüfungsgesellschaft, 

Munich. Our investigations having revealed no grounds for 

objection, the Supervisory Board approved the annual financial 

statements and consolidated financial statements, 

adopted the annual accounts and endorsed the proposal by 

the Board of Management regarding the application of the 

net income for the year. 

Other matters of significance at this meeting included the 

preparations for the annual general meeting on April 29, 

2008 and the Board of Management report on the development 

in business. The Supervisory Board considered and 

approved the agenda proposed by the Board of Management 

for the annual general meeting and discussed the reports 

presented by the Management particularly in respect of the 

company’s profitability, the course of business, corporate 

planning and fundamental issues. 

At the meeting on April 29, 2008 

The first act at this meeting held subsequent to the annual 

general meeting was to constitute the newly elected Supervisory 

Board. Mr. Kirn was elected as Chairman and Mr. 

Fleischmann as Deputy Chairman of the Supervisory Board. 

Thereafter the proceedings at the annual general meeting 

were discussed and a report on business progress was 

received in customary detail from the Board of Management. 

One of the particular areas of emphasis in the report by the 

Board of Management was on sales. Various figures as well 

as structure and planning were discussed in depth. 

At the meeting on July 29, 2008 

The Board of Management at this meeting reported in detail on 

the development in business and sales in the first half of 2008, 

as well as on expectations for the coming quarters. Particular 

attention was paid to a revision of the forecast made on July 10 

in the light of the gratifying development in business. 

At the meeting on october 28, 2008 

In the course of this meeting the Board of Management 

reported on the continuing highly positive trend in business 

in the third quarter. Against the background of the financial 

crisis, the meeting also focused on the investment strategy 

employed by the Board of Management. In addition the 

current status of the planning process for 2009 was also 

discussed. 

At the meeting on december 3, 2008 

The Supervisory Board was provided in good time prior to 

this meeting with the essential documentation regarding 

forward planning for the year 2009. On the basis of preceding 

discussions the members of the Supervisory Board were 

able to form a detailed picture of the planned sales and 

budgets and the balance sheet and cash flow projections and 

verify the information placed at their disposal. 

The plans were discussed in detail and approved, before the 

Management and Supervisory Boards went on to debate the 

corporate governance report for 2008 and the Corporate 

Governance Code. After comparing the Code as amended in 

June 2008 with the company’s own principles, the declaration 

of conformity pursuant to § 161 of the German Stock 

Corporation Act was approved.


supeRVIsoRy unteRnehMenboARd und MIssIon RepoRt 

79 

Appointment of ernst & young AG 

Wirtschaftsprüfungsgesellschaft as auditors 

At the annual general meeting held on April 29, 2008 the 

shareholders elected Messrs. Ernst & Young AG, Wirtschaftsprüfungsgesellschaft, 

Stuttgart (Munich Branch) as 

auditors for the financial year 2008. The Supervisory Board 

duly made the appointment in consideration of the rules 

contained in the corporate governance principles of ATOSS 

Software AG regarding cooperation on the part of the Supervisory 

Board with the auditors. The scope of the auditors‘ 

engagement also included the early warning system for the 

detection of risk and the declaration of conformity pursuant 

to § 161 of the German Stock Corporation Act. 

supervisory board meeting on february 26, 2009, 

to adopt the financial statements 

In good time prior to this meeting for the purpose of verification 

the members of the Supervisory Board were furnished 

with the annual financial statements and consolidated financial 

statements as well as the management reports for financial 

year 2008 prepared by the Board of Management and 

each awarded unqualified audit certificates. Prior to discussions 

with the Board of Management and the auditors, the 

members of the Supervisory Board had the opportunity to 

inspect the accounts documentation and verify this also. 

At this meeting the Board of Management gave an explanation 

of the documents and the auditors reported on the 

essential findings of their audit and stood ready to answer 

questions posed by the Supervisory Board. 

The Supervisory Board endorsed the report by the auditors 

as well as the annual financial statements for ATOSS Software 

AG, the consolidated financial statements and management 

reports. The 2008 annual financial statements and 

consolidated statements for ATOSS Software AG were 

approved by the Supervisory Board without reservation and 

the annual accounts were accordingly adopted. The 

Supervisory Board also endorsed the proposal by the Board 

of Management regarding the application of surplus profits. 

Other items on the agenda included a discussion of the report 

by the Supervisory Board for the financial year 2008 and the 

adoption of the agenda for the annual general meeting on 

April 30, 2009. In addition the Board of Management reported 

on the current course of business and plans for the present 

financial year 2009. 

Composition of the supervisory board 

The long-standing member and Deputy Chairman of the 

Supervisory Board, Mr. Bernhard Dorn, passed away on 

February 10, 2008. We knew Mr. Dorn as a constructive, 

professionally experienced and at the same time critical 

support of our undertaking and we honor his memory. 

To restore the Supervisory Board to a quorum, by a resolution 

adopted by the Municipal Court of Munich on February 

18, 2008, Mr. Winfried Wolf of St. Gallen was appointed as a 

member of the Supervisory Board. At the annual general 

meeting on April 29, 2008 the Supervisory Board as a whole 

was due for re-election. The existing Supervisory Board 

members Mr. Peter Kirn and Rolf Baron Vielhauer von 

Hohenau were confirmed in office and Mr. Fritz Fleischmann 

was elected as a new member of the Board. At the subsequent 

meeting to constitute the Board, Mr. Peter Kirn was 

elected as Chairman and Mr. Fritz Fleischmann as Deputy 

Chairman of the Supervisory Board. 

Once again in 2008 the Supervisory Board dispensed with the 

formation of committees in order not to impair the efficiency 

of a Board comprising only three members. 

We would like to express our thanks to both clients and 

shareholders for the trust they have placed in us. We would 

also like thank all of the employees and the Board of Management 

of ATOSS Software AG for their highly successful 

commitment on behalf of the company. 

Through their considerable competence and their determination, 

all those concerned have helped ATOSS to once again 

record substantial growth for the third year in succession 

and strengthen its market position still further. 

Munich, February 2009 

Peter Kirn, Chairman of the Supervisory Board 

Members of the supervisory board, with a summary of 

other supervisory board positions held 

peter Kirn, 

Chairman of the Supervisory Board 

Corporate consultant, Böblingen. 

Mr. Kirn holds the following other supervisory board 

positions: 

• Member of the Supervisory Board of businessMart AG, 

Stuttgart 

• Member of the Supervisory Board of Integrata AG 

(formerly UNILOG Integrata Training AG), Stuttgart 

fritz fleischmann, 

Deputy Chairman of the Supervisory Board 

(since April 29, 2008) 

General Manager, Adobe Systems GmbH, Munich and 

Managing Director Central and Eastern Europe. 

Herr Fleischmann also holds the following supervisory 

board post: 

• Member of the Supervisory Board of itelligence AG, 

Bielefeld 

Peter Kirn 

Rolf baron Vielhauer von hohenhau, 

Member of the Supervisory Board 

President of the Bund der Steuerzahler in Bayern e.V., 

Munich. 

Baron Vielhauer von Hohenhau stepped down from his 

supervisory board post at ce Global Sourcing AG (formerly ce 

Consumer Electronic AG), Munich, in financial year 2008. 

In addition Mr. Kirn is also a member of the Advisory Board 

of timetoact GmbH, Cologne; Baron Vielhauer von Hohenhau 

is a member of the Administrative Board of Stadtsparkasse 

Augsburg.


GRoup unteRnehMen MAnAGeMent und MIssIon RepoRt 

81 

GRoup 

MAnAGeMent 

RepoRt 

«The first-class positioning which the company enjoys is 

underpinned by prominent reference customers, pioneering 

technologies, a convincing range of products and services, 

extensive competence in consulting and in the implementation 

of software projects, as well as by the stability and 

independence of the company itself.» 

1. BUSINESS AND CONDITIONS 

2. EARNINGS SITUATION 

3. FINANCIAL AND ASSET POSITION 

4. EVENTS AFTER DECEMBER 31, 2008 

5. RISK REPORT 

6. DIVIDEND PAID 

7. OUTLOOK: FUTURE ECONOMIC AND SECTOR CLIMATE, 

FUTURE POSITION OF THE COMPANY 

1. business and conditions 

economic climate 

The global financial crisis intensified sharply in 2008. Resolute 

intervention at a political level has thus far prevented a 

collapse of the global financial system. Nevertheless the 

turbulence pervading the banking system has meanwhile 

spilled over into the real economy. Given Germany’s position 

as an export nation, the German economy will be unable to 

escape this development. 

As a consequence, growth forecasts for the German economy 

were repeatedly scaled down in the course of 2008 as the 

economic indicators declined. For the example, the ifo business 

climate index slipped back from its level of 103.4 points 

in January 2008 to just 82.6 points in December, a fall of more 

than one fifth. The German Council of Economic Experts in its 

2008/2009 annual report expects price-adjusted growth in 

Germany’s gross domestic product to amount to just 

1.7 percent in 2008, compared with 2.5 percent in the year 

before. The downturn began as early as the second quarter of 

2008. In its initial estimate of economic growth in 2008, the 

Federal Statistical Office in Wiesbaden cites a figure of 

1.3 percent, even lower than that put forward by the Council 

of Economic Experts. Looking ahead to 2009, the Federal 

government anticipates a fall in economic output of 

2.25 percent. Whereas the Kiel Institute for the World Economy 

in a commentary on December 22, 2008 put the expected 

average decline in German real GDP in 2009 at 2.7 percent. 

segmental environment and market background 

The development in the information technology sector is likely 

to be significantly more gratifying than in the economy as a 

whole. Certainly, a slowdown in growth is to be anticipated: 

According to figures published in December 2008 by industry 

association BITKOM, the IT sector grew by 3.7 percent in 2008, 

with further growth of just 1.5 percent expected in 2009, in 

contrast to the 5.0 percent recorded in 2007. Still, these growth 

rates are nevertheless well above the development in the 

economy as a whole. The IT software sector, according to 

BITKOM, is expected to put on a even more robust performance. 

Growth here will be 4.2 percent for 2008 and 2.0 percent 

in 2009, compared with 5.4 percent in 2007. Thus even in difficult 

times the IT sector remains one of the drivers of growth in 

BuSIneSS and condItIonS 

the German economy, though the company anticipates that 

the actual figures for 2008 and 2009 are likely be somewhat 

lower than those published by BITKOM. 

The market addressed by ATOSS is comprised on the one hand 

of extensive numbers of small and medium-sized enterprises 

(the SME market) with up to 500 employees, and on the other 

of the premium market represented by the high-end small 

businesses and major companies. The competitive pressure 

in the case of applications that make no more than minimal 

demands on personnel resource planning systems is naturally 

much greater than for complex solutions that necessitate 

a high level of working time management and personnel 

resource planning integration. Our technological leadership, 

consulting skills and reliable and experienced corporate 

management constitute convincing features and decisionmaking 

criteria which set ATOSS clearly apart. 

This is reflected despite the difficult economic environment in 

the highly successful sales figures and results posted by 

ATOSS for the past year: In 2008 the company achieved at 

EUR 26.9 million the highest sales (previous year: EUR 24.40 

million) and for the third year in succession at EUR 5.0 million 

(previous year: EUR 3.7 million) the best result (EBIT) in its 

history. The continuing substantial volume of orders on hand 

allows us to predict sales in the near future and plan ahead 

with reliability. What’s more, our liquidity and our high equity 

ratio are a source of security in stormy economic times. 

positioning of the Atoss Group 

Since the company was first founded, ATOSS has pursued a 

vision of offering solutions that impact on the structures of 

the modern working world in such a manner as to result in 

more creative, more intelligent and more humane ways of 

working. 

The products and services developed by ATOSS are designed 

to solve the problems experienced by its customers in ascertaining 

optimum staffing needs, developing ideal working 

time models, allocating working hours to meaningful advantage, 

managing access securely and deploying personnel 

efficiently. By utilizing personnel resources in a manner that 

is both economically advantageous as well as sensitive to 

employee and customer needs, the clients of the ATOSS



83 

Group are thereby able to improve their own performance 

and efficiency. 

ATOSS has positioned itself as a best-of-breed specialist in 

its core fields of working time management and personnel 

resource planning, offering an in-depth range of integrated 

solutions which meet even the highest functional and technological 

demands. And with the availability of interfaces to 

solutions from complementary providers, we can meaningfully 

address the needs of customers of every size and in 

every industry. ATOSS has thereby achieved great success in 

all customer segments. What’s more, the company is able to 

offer supremely competent consultancy services coupled 

with solutions of convincing depth, with the guarantee that 

its customers will benefit from improved efficiency and 

enhanced productivity. As a financially independent partner 

with a committed long-term outlook, ATOSS ultimately offers 

investment security. 

Our own observations and sales successes as well as 

numerous productivity studies point to the fact that the market 

requires solutions capable of meeting the most complex 

requirements in the interests of improving productivity. 

the right staff 

ATOSS’ end-to-end portfolio includes solutions which highlight 

the qualifications of available personnel, thereby facilitating 

rapid deployment. Short-term and even seasonal 

bottlenecks can be overcome by accessing a large number of 

employees. 

At the right time 

In almost every industry, demands on capacity are likely to 

fluctuate, whereas staff cannot always be employed on a 

pattern which mirrors these fluctuations. Taking into account 

operational requirements, wage agreements and statutory 

regulations as well as factors such as vacations, sickness, 

part-time employment and so on, ATOSS provides solutions 

which optimize personnel deployments to cover both peaks 

and troughs in demand. 

In the right place 

Flexible staff deployments at varying locations enable decentrally 

organized businesses and branch-based operations to 

make more efficient use of capacity and raise their level of 

productivity. 

Working on the right job 

It is rare today for personnel resource scheduling to be integrated 

into the process of production planning. Nevertheless 

a meaningful exchange of data in this very instance can 

underpin planning reliability and accelerate production 

processes. 

At the right cost 

Nowadays operational working time models can often yield 

more flexible options for staff deployment than would be 

possible with rigid working hours. However, deploying staff 

under conditions of optimized cost can be achieved only by 

evaluating hours worked in association with wage supplements 

and ancillary costs. 

Many ATOSS customers have seen significant improvements 

thanks to ATOSS solutions, as their own analyses have 

shown. For customers of all sizes ATOSS offers appropriate 

individual concepts and functional competence supported by 

the latest technologies. 

When deciding upon a long-term partnership, major customers 

in particular are increasingly focusing on independent 

companies with a sound financial base. When investment 

decisions are made, our robust equity ratio of 64 percent 

(previous year: 59 percent), our operating cash flow amounting 

to EUR 2.5 million (previous year: EUR 4.2 million) and 

our continuing high level of expenditure on technological 

development are among the determining factors. 

The company continues to pursue a strategy aimed at consolidating 

growth in its domestic market. In the past financial 

year were once again successful in doing so. Domestic sales 

came in at EUR 23.9 million, up by 7 percent on the previous 

year’s figure of EUR 22.3 million. Looking further afield, the 

company plans to accompany its international clients at their 

locations abroad. 

business development 

The company regards the key figures for sales, operating 

profits (EBIT) and cash flow as the essential measures of its 

success. The development in software licensing revenues is 

of central importance since this is the driving force behind 

the company’s business model. In this context, the volumes 

of orders received and orders on hand for software licenses 

represent essential indicators for the future development of 

the company. 

In financial year 2008 ATOSS achieved sales amounting to 

EUR 26.9 million (previous year: EUR 24.4 million). This 

growth continues the welcome pattern set in the preceding 

year which is attributable not least to the advanced Javabased 

technology embodied in our software since 2004. The 

many references which now support the ATOSS Staff Efficiency 

Suite provide a sound basis on which to secure further 

business successes. 

development in sales of software licenses and 

maintenance, software license order situation 

Software sales were increased in 2008 with revenues rising 

9 percent to EUR 16.0 million (previous year: EUR 14.6 million). 

The proportion of sales accounted for by software stood at 

59 percent (previous year: 60 percent). 

Software maintenance sales during the year rose by 8 percent 

to reach a total of EUR 10.0 million (previous year: EUR 9.2 

million). 

Sales of software licenses grew by 12 percent from EUR 5.4 

million in 2007 to EUR 6.1 million in 2008 due to additional 

purchases by existing customers, progress on projects for 

major customers and further orders from new customers. 

The development in orders received for software licenses 

was also most gratifying: Order intake was up by 9 percent 

from EUR 6.0 million in 2007 to EUR 6.6 million in 2008. 

17 percent (previous year: 13 percent) of orders received 

related to long-term production orders. 

In view of the fact that projects for major customers in particular 

are implemented over an extended period, orders on 

hand for software licenses on December 31, 2008 were 

27 percent higher at EUR 2.5 million (previous year: EUR 1.9 

million). A total of 35 percent (previous year: 39 percent) of 

orders on hand related to long-term production orders. 


development in consultancy sales 

Consultancy sales in 2008 reached EUR 7.4 million, up by 

19 percent over the previous year’s figure of EUR 6.2 million. 

As a result consultancy accounted for 27 percent of overall 

sales (previous year: 25 percent). Strong demand from both 

actual and potential customers ensured a high level of capacity 

utilization among our consultants. 

development in hardware and other sales 

Revenues from the sale of hardware were increased once 

again in 2008 following a decline in the year before. Last 

year‘s figure of EUR 2.8 million was 3 percent higher than the 

EUR 2.7 million recorded in 2007. As a proportion of total 

sales, this represented some 10 percent (previous year 

11 percent). Other sales, the heading under which notably 

identification media and customer-specific programming 

services are reported, amounted to EUR 0.8 million, down by 

10 percent from EUR 0.9 million the year before. 

long-term production orders 

As in previous years the company realizes long-term orders 

in application of the percentage of completion method. In 

financial year 2008 this applied to 15 orders (previous year: 

13) which were realized to a value of EUR 1.6 million (previous 

year: EUR 1.3 million) in line with project progress. 

Corporate strategy and opportunities 

At the heart of our business activities lie the continuous 

acquisition of new customers and the development of existing 

customer installations in the fields of working time management, 

personnel resource planning and workforce management. 

Some significant progress was made in both areas in 

2008. For example, products incorporating the company’s 

latest generation of software solutions were placed with 

existing customers of major importance. Furthermore a 

large number of new customers were acquired, including 

additional orders from major clients, 2008 also witnessed 

the successful implementation of major projects acquired in 

the preceding year. We regard these successes as continuing 

confirmation that we are pursuing the correct strategy to 

enhance both sales and results. 

Even though we see further opportunities for growth in the 

German-speaking territories, our products are deployed in



85 

twenty countries both within and outside of Europe and in 

eight languages. Consequently, over the medium term, we 

also have the potential for international growth, with the 

premium market in particular offering substantial opportunities 

for development. 

The first-class positioning which the company enjoys is 

underpinned by prominent reference customers, pioneering 

technologies (Java J2EE), a convincing range of products and 

services, extensive competence in the implementation of 

software projects and in consulting, as well as by the stability 

and independence of the company itself. 

In order to develop these competitive advantages for the 

long-term, we will continue to allocate a high level of funding 

to secure market access and thus also future growth. 

Research and development 

The security of knowing that even in the future they will be 

able to master the most complex requirements is decisive 

for our customers. At the same time they also need to deploy 

technologically sophisticated solutions which will be equally 

at home in the system environments of the future and therefore 

capable of returning long-term economic benefits. For 

this reason we shall continue to maintain our substantial 

commitment to the development of our products. 

We harness modern technology platforms as a basis on 

which to create solutions that can replicate every customer- 

and industry-specific requirement, covering all aspects of 

intelligent personnel deployment and workforce management. 

To obviate problems in updating from one release to 

the next, we guarantee full upward compatibility, thereby 

allowing the latest solutions to be implemented at any time. 

The aim of our product development is to be able to offer 

expedient solutions to meet the ever more complex and individual 

requirements of our customers. The development of 

our new Java-based versions of ASES (ATOSS Staff Efficiency 

Suite) and ASE (ATOSS Startup Edition) which enable 

these solutions to be integrated into differing system environments 

was a major milestone. We have also achieved 

some initial successes in beginning to integrate what is 

termed as Service-Oriented Architecture (SOA), which 

simplifies the exchange of data between our solutions and 

other solutions employed by customers. In one instance, for 

example, our solutions have been successfully integrated 

with the visitor management system deployed by our client. 

This is a salient example of how our solutions can add value 

over and beyond their original functionality. Continuing development 

of the interfaces with our systems will in the medium 

term enable customers to integrate our solutions even more 

easily and effectively into existing system architectures and 

use them to optimum effect. 

Our fully Java-based package of solutions for softwaresupported 

working time management is suitable for use in a 

wide range of industries. The ATOSS Startup Edition and 

ATOSS Time Control (ATC) are distinguished by the simplicity 

of their user interface. The ATOSS Startup Edition is a stepping 

stone for customers using a variety of system environments. 

As their requirements become more complex in 

future, they can easily migrate to the ATOSS Staff Efficiency 

Suite. ATOSS Time Control on the other hand is focused on 

customer in the Microsoft world. 

Expenditure on research and development in 2008 amounted 

to EUR 5.1 million (previous year: EUR 4.6 million). The bulk 

of this figure in the amount of EUR 3.9 million (previous year: 

EUR 3.6 million) was accounted for by the personnel costs 

for 76 (previous year: 68) software developers. Despite the 

increase in sales, the proportion of overall turnover represented 

by research and development still amounted to 

19 percent, as in the year before. 

As in preceding years, expenditure on research and development 

is not capitalized, but is instead reported in full as an 

expense. 

subsidiaries and international business 

All of our subsidiaries continued to record positive development 

in financial year 2008 and all of them reported positive 

results to December 31, 2008. The proportion of group sales 

accounted for by our international business in 2008 amounted 

to 11 percent, against 9 percent in the preceding year. 

officers, employees, development in personnel 

As of December 31, 2008 the group employed a workforce of 

211 (December 31, 2007: 195). Of these 76 (previous year: 68) 

were employed in product development, 62 (previous year: 

58) in consulting and 38 (previous year: 35) in sales and 

marketing. Personnel costs in 2008 amounted to EUR 13.8 

million, up from EUR 12.6 million in the preceding year. 

The company is managed primarily on the basis of a broad 

system of targets. Company, departmental and individual 

targets are agreed with almost every member of staff and 

linked with an appropriate variable salary component, dependent 

on each employee’s level of responsibility. These variable 

components range between 10 percent and 50 percent of the 

contractually agreed target salary. The company targets are in 

turn keyed to the relevant scheduled sales and operating profit 

data for the financial year. Departmental targets take the form 

of a uniform table of sales or performance targets dependent 

on position and responsibility, while individual targets are 

linked to the performance of each individual employee. 

On December 31, 2008 there were 7 positions for trainees, as 

in the year before. 

Mr. Peter Kirn continued to serve as Chairman of the Supervisory 

Board in 2008 and Rolf Baron Vielhauer von Hohenhau 

remained a member of the Supervisory Board. 

However, the former Deputy Chairman of the Supervisory 

Board, Mr. Bernhard Dorn, passed away on February 10, 

2008. By a resolution adopted by the Municipal Court of 

Munich, Mr. Winfried Wolf of St. Gallen was appointed as a 

member of the Supervisory Board on February 18, 2008. 

Subsequently at the General Meeting on April 29, 2008 Mr. 

Fritz Fleischmann was elected as a new member of the 

Supervisory Board and Mr. Wolf stepped down. 

At its subsequent meeting the Supervisory Board elected Mr. 

Fleischmann as Deputy to Mr. Kirn. 

In return for their activities the Supervisory Board members 

received a fixed remuneration plus a variable payment 

dependent on the number of meetings. 

The Board of Management continues to comprise Andreas F.J. 

Obereder as CEO and Christof Leiber as Finance Director. 


The remuneration paid to members of the Board of Management 

is oriented towards their contribution to the success of 

the business, and towards industry standards. It includes 

performance-related and non-performance-related elements. 

The non-performance-related remuneration is paid monthly 

in the form of a salary. An advance on the performancerelated 

remuneration is paid monthly up to a maximum of 

50 percent of the target profit-share payment for the financial 

year in question. The Supervisory Board turns its attention at 

least once per year to the appropriateness of this remuneration 

and sets new performance targets for the performancerelated 

elements yearly in advance. The level of the performance-related 

remuneration (profit-share payment) is 

oriented towards the group sales target and operating profit 

target before adjustment for the effects of the company’s 

convertible bond programs. Moreover, the contracts with 

members of the Board of Management also include other 

elements of remuneration in the form of insurance premiums 

paid by the company and other ancillary benefits, as well as 

the provision of company motor vehicles. In addition there is a 

pension commitment in favor of the CEO. 

Corporate governance 

Since its activities in connection with its flotation, ATOSS 

Software AG has concerned itself intensively with the subject 

of corporate governance and the associated statutory regulations. 

The company has reported regularly since 2001 on its 

activities in this regard. The company‘s boards examine developments 

and changes in the German Corporate Governance 

Code in particular detail. In contrast to the provisions of the 

law, however, the Code is not binding in its standardizing 

effect and in fact allows deviations from its 

recommendations. 

Once again in 2008, the Board of Management and Supervisory 

Board have concerned themselves intensively with the 

new requirements of the German Corporate Governance 

Code, comparing these with the company’s own principles 

and identifying those points in which deviations exist from the 

recommendations issued on June 6, 2008 by the Government 

Commission on the German Corporate Governance Code. 

On December 3, 2008 the Board of Management and Supervisory 

Board adopted a new declaration of conformity



87 

pursuant to § 161 of the German Stock Corporation Act in 

which it is confirmed that the recommendations of the 

Commission on Corporate Governance appointed by the 

German Government are complied with, with the exception of 

those points stated in the declaration. This declaration is 

published on the company’s web site. It is consequently 

evident that the company in broad measure conforms with 

the recommendations and deviates only in respect of a small 

number of points which in the company’s view are of only 

marginal importance. 

Deviations apply in respect of the following points: 

The Code recommends that the liability insurance arranged 

by a company for its management and supervisory board 

members (so-called directors and officers liability insurance 

– D&O) should include a self-insured deductible. ATOSS 

Software AG is fundamentally not of the opinion that the 

commitment and responsibility with which the members of 

the Board of Management and Supervisory Board fulfill their 

duties would be enhanced by such a measure. The D&O insurances 

for members of the Board of Management and Supervisory 

Board do not therefore include such a provision. 

The Code recommends the formation of supervisory board 

committees. In view of the size of the company, however, 

ATOSS Software AG refrains from forming separate supervisory 

board committees. 

The German Corporate Governance Code recommends that 

fixed and performance-related remuneration elements be 

agreed with members of the supervisory board. Nevertheless 

the existing arrangement providing for a fixed remuneration 

together with a variable payment dependent on the 

number of meetings has proven its worth. 

With regard to remuneration paid to members of the management 

board, the Code recommends that fixed and variable 

components should be agreed. The variable parts should 

include components linked to the success of the business as 

well as components with a long-term incentive effect and an 

element of risk. The remuneration model employed for 

members of the Board of Management includes fixed and 

variable components which relate to the development in 

sales and profits. Given the existence of a uniform remuneration 

system for members of the Board of Management, 

coupled with the fact that the CEO is also the majority shareholder, 

in the view of the company any further long-term 

incentive systems may be dispensed with. 

The German Corporate Governance Code recommends that 

the annual general meeting be convened and the accompanying 

documentation transmitted electronically. Since the 

shares in ATOSS Software AG are not registered shares but 

bearer shares, in the view of the company this recommendation 

is not practicable. 

The Code recommends that nominations for membership of 

the supervisory board be voted on individually. For reasons 

of voting efficiency, however, at the general meeting of ATOSS 

Software AG on April 29, 2008 the members of the Supervisory 

Board were elected en bloc. 

The Code recommends that interim reports should be made 

available within 45 days. The company publishes a comprehensive 

summary of key figures within less than 30 days. The 

full interim reports are published within two months of the 

end of the quarter. 

other information 

The company’s capital is divided into 4,025,667 bearer shares 

each with a nominal value of one euro which carry full voting 

and dividend rights. Of this total the majority shareholder, 

Andreas F.J. Obereder, holds 1,981,184 shares, representing 

a proportion of 49 percent. No other shareholders with a 

notifiable holding of more than 10 percent of voting rights are 

known to the company. 

No restrictions regarding voting rights or the transfer of 

shares, even such as may result from agreements between 

shareholders, are known to the company. 

There are no special rights in existence granting authority to 

exert control. 

Insofar as employees have a stake in the company’s capital, 

there is no restriction on their rights of control. 

By a resolution adopted by the General Meeting on April 22, 

2004, the Board of Management is authorized on or before 

April 22, 2009, with the approval of the Supervisory Board to 

increase the company’s capital stock by up to EUR 2,012,833 

through the issue of new bearer shares in return for contributions 

in cash or kind, whereby the right of shareholders to 

subscribe may be excluded. 

By a resolution adopted by the General Meeting on April 29, 

2008, the Board of Management is further authorized on or 

before October 28, 2009, to purchase company shares in the 

amount of 10 percent of capital stock, in consideration of the 

statutory restrictions. 

Members of the Board of Management are appointed and 

dismissed in accordance with § 84 and § 85 of the German 

Stock Corporation Act and § 6 of the company’s articles of 

association. 

Changes to the articles of association follow the regulations 

contained in § 133 and §§ 179 ff. of the Stock Corporation Act. 

No material agreements exist which are contingent upon a 

change of control resulting from a takeover offer. Nor have 

any agreements been entered into with members of the 

Board of Management or employees regarding compensation 

in the event that a takeover offer is made. 

In addition to its subsidiaries ATOSS Software Ges. mbH, 

Vienna, ATOSS Software AG, Zürich, ATOSS CSD Software 

GmbH, Cham, and ATOSS Software SRL, Timisoara, the parent 

company ATOSS Software AG of Munich also has business 

premises in Frankfurt, Hamburg, Meerbusch and Stuttgart. 

2. earnings situation 

earnIngS SItuatIon I fInancIal and aSSet poSItIon 

The earnings situation in financial year 2008 was defined by a 

10 percent increase in overall sales which totaled EUR 26.9 

million (previous year: EUR 24.4 million). Costs – without 

taking account of sales input – increased at a lesser rate of 

7 percent to stand at EUR 19.5 million (previous year: EUR 18.3 

million). As a result, profitability was increased in excess of 

intra-year forecasts. 

The essential key figure determining the success of the 

company’s operating performance, namely its earnings 

before interest and taxes (EBIT) was improved from EUR 3.7 

million in the preceding year to EUR 5.0 million. The return 

on sales represented by earnings before taxes stood at 

19 percent (previous year: 15 percent). 

Earnings before taxes (EBT) amounted to EUR 5.1 million 

(previous year: EUR 4.2 million) and the net income came in 

at EUR 3.5 million (previous year: EUR 2.5 million). As a 

result, earnings per share increased to EUR 0.88 (previous 

year: EUR 0.63); after adjustment for the dilution effect of 

convertible bonds in circulation the figure was EUR 0.87 

(previous year: EUR 0.62). 

Therefore, thanks in particular to its success in winning 

further premium customers while maintaining a high level of 

expenditure on the development of functionally superior 

products, the company has increased its profitability and 

secured a sound financial basis for a long-term strategy 

which is proving to be correct. 

Material one-off effects on the earnings situation in the 

amount of EUR – 0.1 million (previous year: EUR 0.1 million) 

resulted primarily from the liquidation of reserves amounting 

to EUR 0.3 million and from a loss of EUR 0.4 million in 

2008 on an investment in gold. 

3. financial and asset position 

The company regards equity as an essential management 

parameter in guarding against economic, sector- and 

company-specific risks. Therefore the company’s financial 

strategy is directed towards maintaining a level of equity 

commensurate with such risks. The intention is to guarantee 

shareholders an appropriate return on equity and offer 

customers and suppliers investment security for their software 

decisions through the medium of long-term 

partnerships. 

In this respect the ATOSS Group was highly successful in 

financial year 2008:



89 

Cash flow from operations remained positive in the year 

under review, amounting to EUR 2.5 million in 2008 (previous 

year: EUR 4.2 million). The decline in operating cash flow 

relative to the year before resulted in particular from an 

increase in trade accounts receivable (+ EUR 0.6 million) 

from a comparatively low level at the end financial year 2007, 

as well as higher receivables due from long-term production 

orders. This decline was also attributable to the purchase of 

holdings in gold in the amount of EUR 0.3 million and tax 

refund claims amounting to EUR 0.5 million following tax 

prepayments. 

Payment of the dividend had the effect of reducing liquidity by 

EUR 1.2 million. However the cash flow generated from 

operations led to an overall increase in liquidity in financial 

year 2008. As of December 31, 2008 liquidity stood at EUR 14.0 

million (previous year: EUR 13.5 million). ATOSS is excellently 

supplied with financial resources which enable the company 

to counter both macro-economic as well as sector-specific 

risks and exploit opportunities for external growth. The 

ability of the company to meet its payment obligations therefore 

remains securely guaranteed. 

Trade accounts receivable rose from EUR 2.8 million to 

EUR 3.5 million. Despite the fact that receivables have increased 

at a faster rate than sales, the average time to receipt 

at 39 days (previous year: 36 days) remains low. In the opinion 

of the company, this is attributable in particular to the high 

level of customer satisfaction as well as successful customer 

account management. 

The company is financed through the ongoing cash flow 

generated from operations. Current liabilities included trade 

accounts payable in the amount of EUR 0.2 million (previous 

year: EUR 0.4 million), accruals amounting to EUR 3.0 

(previous year: EUR 3.0 million), deferred revenues of EUR 1.5 

million (previous year: EUR 1.0 million), tax provisions amounting 

to EUR 0.3 million (previous year: EUR 0.8 million) and 

miscellaneous short-term liabilities of EUR 0.5 million 

(previous year: EUR 0.6 million). In total, current liabilities as 

of December 31, 2008 had declined to EUR 5.5 million 

(previous year: EUR 5.8 million). This decline was essentially 

due to the lower tax provisions. 

The accruals relate predominantly to commitments to 

employees in respect of variable salary components to be 

disbursed in the following year, and also to anticipated 

accounts payable. 

Among the items reported under non-current liabilities are 

the deposits on convertible bonds. Of the 38,500 convertible 

bonds outstanding on December 31, 2007, some 14,500 were 

converted in the year under review. As of December 31, 2008 

there were therefore 24,000 in circulation. 

Group equity capital as of December 31, 2008 amounted to 

EUR 12.5 million (previous year: EUR 10.5 million), resulting 

in an equity ratio of 64 percent in comparison with 59 percent 

on December 31, 2007. The return on equity as of December 

31, 2008 stood at 31 percent (previous year: 26 percent). 

As a matter of principle, ATOSS reports its expenditure on 

research and development in its income statement. As in the 

past, intangible assets of our own manufacture are not 

capitalized. 

Investments in fixed assets in the financial year amounted to 

EUR 0.4 million, compared with EUR 0.7 million in the year 

before. Revenues from the sale of fixed assets in 2008 

amounted to EUR 0 (previous year: EUR 24,000). 

To reduce administrative costs, the company vehicle fleet is 

leased. As of December 31, 2008 there were 65 leasing agreements 

for company vehicles (previous year: 55). In addition 

individual servers are on long-term lease from their manufacturers. 

In fact at the end of 2008, there was one leasing 

agreement in existence for one server (previous year: 1). 

Thanks to its excellent earnings and to its continuing sound 

asset position, the company expects its ability to meet its 

financial commitments to remain unchanged in the future. 

4. events after december 31, 2008 

After the balance sheet closing date between January 7 and 

January 22, 2009 the company bought back 4,205 own shares 

at a cost of EUR 30,415. There have been no further reportable 

events of particular import subsequent to the closing date. 

5. Risk report 

In accordance with its long-term business strategy the 

company endeavors to avoid exposure to any unreasonable 

risks. Nevertheless in the course of its ordinary business 

activities the company is unavoidably exposed to a variety of 

risks which arise from these business operations as well as 

from changes in the environment in which it operates. 

In order to make these risks transparently clear and to 

evaluate these and the accompanying opportunities that 

present themselves, the company has developed a comprehensive 

risk management system. The object is not merely to 

identify and monitor risks on an ongoing basis, but also having 

assessed the probability of their occurrence and the conceivable 

level of damage that may be caused, to provide decisionmaking 

criteria which convey a transparent picture of the 

company’s willingness to accept risk exposure. Overall in the 

view of the Board of Management, ATOSS has an extremely 

comprehensive and easily comprehended system at its 

disposal that meaningfully supports the company’s risk 

strategy. 

In the past financial year two extensive risk reviews were 

undertaken. The results were compiled by the risk management 

committee in a risk report and submitted to the Board 

of Management. 

Material areas of risk are currently perceived in particular in 

the present economic environment as well as in the market 

environment, products, employee fluctuation, data protection 

and data security, and in the system and network infrastructure. 

The company continues to endeavor to counter 

these risks through organizational measures and via the risk 

management system that safeguards the communication of 

risks to the Board of Management. 

The company’s high equity ratio and substantial liquidity 

offer security even in economically difficult times. The 

eventS after decemBer 31, 2008 I rISK report 

market environment is monitored on an ongoing basis, 

prospective opportunities for growth are investigated and 

the potential to differentiate the company from its competitors 

is exploited. High levels of investment in research and 

development and the considerable professional expertise of 

our staff together serve to guarantee high product quality. In 

the case of major projects, there is continuous communication 

with the administrative departments regarding the 

status of progress. The risk resulting from the loss of key 

personnel is fundamentally covered by the fact that knowledge 

is distributed within departments. Similarly, in addition 

to organizational measures to protect data and ensure data 

security, new employees are placed under obligation to 

comply with the provisions of data protection legislation. 

Risks resulting from system and network failures are 

countered in particular by continuous data back-ups and 

emergency plans in the event of system failures. 

Financial risk continues to be countered by an unvaryingly 

conservative investment strategy. Given the possible risk of 

interest rate changes and other credit risks, the company 

invests its funds primarily in short-term fixed deposits with 

reputable banks and savings banks in due consideration of 

the liability limits imposed by the deposit guarantee fund, as 

well as where appropriate in short-dated Federal government 

securities. Thus in the view of the company even in 

consideration of the current financial crisis, the market price 

risk associated with financial assets remains negligible. 

Trade accounts receivable are continuously assessed in 

terms of feasibility and allowances are made where noticeable 

problems arise. Since the company has no single customers 

which account for more than 10 percent of sales, the 

credit risk does not present a potential hazard to the continued 

existence of the business. 

In view of the substantial cash funds available at short notice 

as well as the positive cash flow from operations, the 

company is not subject to any liquidity risk. 

Risks arising from existing and future customer contracts 

are continuously monitored and assessed.



91 

It is possible that legal risks or changes to regulatory requirements 

may impair business operations. Similarly, as a 

stock market-listed company there is a risk that at some 

point it may no longer be possible to satisfy increasing legal 

requirements in an economically tenable manner. For this 

eventuality formal procedures are created within our organization, 

the purpose of which is to take account of changes in 

conditions. 

Finally, there is also the possibility that as yet unrecognized 

and unreported risks may arise which might also have negative 

effects on business activities. The combination of in principle 

mutually independent risks may present additional 

hazards to the company which may amplify one another. 

Therefore ATOSS will continue to constantly monitor its environment 

and review the effectiveness of measures taken and 

of the risk management system as a whole. Despite continuous 

adjustments to the risk management system, it is not 

possible to entirely quantify either the probability of the 

described risks occurring or their financial impact. 

6. dividend paid 

As in the preceding year, in considering the dividend to be 

paid, the Management and Supervisory Boards have based 

their proposal upon the long-term dividend policy applied by 

the Company, under which between 30 percent and 50 percent 

of the profit per share generated in the financial year is distributed 

as a dividend. For this reason the Board of Management 

has resolved to propose to the General Meeting that a 

dividend of EUR 0.44 per dividend-bearing share be paid for 

the financial year 2008. 

7. outlook: future economic and sector climate, 

future position of the company 

As mentioned at the beginning of this report, the Federal 

government expects economic output in Germany in 2009 to 

decline by 2.25 percent. The German Council of Economic 

Experts anticipates that as a result of the falling oil price and 

the resulting scope for interest rate cuts in the course of 

2009, there should be a slight improvement. Nevertheless 

growth momentum is likely to lag significantly behind growth 

opportunities. Other research institutes take an even more 

pessimistic view of the future. The ifo Institute for example 

expects economic output to fall by 2.2 percent in 2009, with a 

further decline of 0.2 percent in 2010. The Kiel Institute for 

the World Economy even puts the expected decline in average 

German GDP in 2009 at 2.7 percent. 

Overall, the German economy is likely to experience its steepest 

downturn since the Federal Republic was first 

established. 

The overwhelming majority of IT software and services 

companies surveyed by the industry association BITKOM 

during the period from October to December 2008, on the 

other hand, look forward to another year of growth. For 

example, 64 percent of software companies expect rising 

sales in the coming year, while 16 percent expect turnover to 

equal the 2008 level. However the company anticipates that 

the development in the economy as a whole is meanwhile 

likely to have cast a shadow over many software companies’ 

expectations. 

The company is clearly differentiated by its products and 

technology. It also exhibits financial stability and sustainability 

and possesses first-class references in all relevant 

markets. ATOSS is therefore optimally positioned to take 

advantage of opportunities that arise from the current 

upheaval and convert these into business success. Particularly 

in the current economic environment, the company 

perceives potential arising both from the progressive consolidation 

of the competitive environment and from the development 

of new markets. What’s more, in its specific field of 

solutions designed to improve the efficiency of workforce 

management, the company also sees considerable potential 

to enhance the competitiveness of its target customers and 

secure sustained sales opportunities. 

The company therefore anticipates that even in the current 

economic situation the record results achieved in the past 

financial year will be maintained. The substantial volume of 

orders on hand for software licenses and the strong order 

situation up to the end of the financial year 2008 provides 

further security for the development in business in 2009. 

d I v I d e n d p a I d I o u t l o o K : f u t u r e e c o n o m I c a n d S e c t o r c l I m at e , 

f u t u r e p o S I t I o n o f t h e c o m p a n y 

Looking beyond 2009, the company expects the gratifying 

development seen in the last financial year to continue not 

least through the development of new markets. 

The Board of Management gives an assurance to the best of 

its knowledge and belief that the development in business 

including the results and the situation of the company are so 

described in this management report as to convey an impression 

which accords with the true facts; and that the essential 

opportunities and risks are so described. 

Munich, January 29, 2009 

Andreas F.J. Obereder Christof Leiber


bAlAnCe sheet unteRnehMen I InCoMeund stAteMent 

MIssIon 93 

bAlAnCe sheet InCoMe stAteMent 

bAlAnCe sheet to 31.12.08 

Assets (euR) Notes 31.12.2008 31.12.2007 

non-current assets 11 

Tangible fixed assets (net) 12, 28 552,672 529,798 

Intangible assets (net) 13, 28 141,333 149,841 

Deferred taxes 14, 29 305,877 295,319 

total non-current assets 999,882 974,958 

Current assets 

Inventories 10, 26 9,375 26,120 

Trade accounts receivable (net) 25 3,455,286 2,833,419 

Other current assets 27 977,556 340,627 

Cash and cash equivalents 8, 9, 24 14,000,412 13,467,767 

total current assets 18,442,629 16,667,933 

total assets 19,442,511 17,642,891 

equity and liabilities (euR) Notes 31.12.2008 31.12.2007 

equity 38 

Subscribed capital 39 4,025,667 4,025,667 

Capital reserve 40 -248,453 -134,511 

Treasury stock 19, 41 -562,617 -406,608 

Unappropriated net income 67 9,252,962 6,981,913 

total equity 12,467,559 10,466,461 

non-current liabilities 30 

Convertible bonds 6, 17, 35, 36 24,000 35,922 

Pension provisions 18, 37 1,176,896 1,212,551 

Deferred taxes 14, 29 225,612 102,958 

total non-current liabilities 1,426,508 1,351,431 

Current liabilities 15, 30 

Trade accounts payable 30 226,430 446,476 

Short-term accruals 16, 32 3,045,828 3,012,888 

Deferred revenues 33 1,485,910 1,005,811 

Tax provisions 29 269,421 791,439 

Other current liabilities 14, 34 520,855 568,385 

total current liabilities 5,548,444 5,824,999 

total equity and liabilities 19,442,511 17,642,891 

InCoMe stAteMent foR fInAnCIAl yeAR 2008 

EUR Notes 01.01.2008 




sales revenues 6, 20, 42 26,943,256 24,421,916 

Cost of sales 43 -8,860,458 -7,882,074 

Gross profit on sales 18,082,798 16,539,842 

Marketing costs 44 -5,573,374 -5,752,028 

Administration costs 45 -2,649,586 -2,543,245 

Research and development costs 21, 46 -5,129,380 -4,632,118 

Other operating income and expenses 49 315,275 117,422 

operating profit 5,045,733 3,729,873 

Interest and similar income 48 615,090 495,157 

Interest and similar expenses 22, 48 -545,423 -53,230 

Income before taxes 5,115,400 4,171,800 

Taxes on income and earnings 29, 51 -1,605,539 -1,671,000 

net income for the year 3,509,861 2,500,800 

Earnings per share (undiluted) 52 0.88 0.63 

Earnings per share (diluted) 52 0.87 0.62 

Average number of shares in circulation (undiluted) 3,992,105 3,975,237 

Average number of shares in circulation (diluted) 4,020,329 4,045,434


CAsh floW stAteMent I unteRnehMen stAteMent of ChAnGes und MIssIon In equIty 

95 

CAsh floW stAteMent 

CAsh floW stAteMent foR fInAnCIAl yeAR 2008 

EUR Notes 01.01.2008 




net income for the year 52 3,509,861 2,500,800 

Depreciation of fixed assets 28 382,854 476,014 

Loss (previous year: profit) on the disposal of fixed assets 8,577 -7,205 

Change in deferred taxes 29 112,096 -50,637 

Personnel costs arising from the convertible bonds program 35 0 21,859 

Provisions for pension commitments 37 -35,655 -6,681 

Change in net current assets 

Trade accounts receivable 25 -579,664 842,040 

Inventories and other current assets 26, 27 -620,184 17,556 

Trade accounts payable 30 -220,046 -80,050 

Short-term accruals 32 32,941 631,214 

Deferred revenues 30, 33 480,099 -495,919 

Tax provisions 29 -522,018 287,378 

Other current liabilities 30, 34 -47,530 15,680 

Cash flow generated through business operations (1) 53 2,501,331 4,152,049 

Cash flow from investment activities 

Acquisition of tangible and intangible assets 28 -448,001 -674,176 

Income from fixed asset disposals 0 24,385 

Cash flow generated through investment activities (2) 54 -448,001 -649,791 

Cash flow from financing activities 

Dividend paid 38 -1,238,812 -950,348 

Disbursements resulting from the redemption of convertible bonds 35 0 -3,000 

Disbursements for the purchase of treasury stock 19, 41 -340,942 0 

Income from the sale of treasury stock 19, 41 59,069 134,534 

Cash flow generated through financing activities (3) 55 -1,520,685 -818,814 

Change in liquidity - total of (1) to (3) 532,645 2,683,444 

Liquidity at beginning of year 24 13,467,767 10,784,323 

Liquidity at end of year 24 14,000,412 13,467,767 

Income tax paid 2,537,044 1,434,259 

Interest paid 669 657 

Interest received 683,167 429,235 

stAteMent of 

ChAnGes In equIt y 

stAteMent of ChAnGes In equIty to 31.12.08 

EUR Subscribed 

capital 

Capital reserve Treasury stock Unappropriated 

net income 

Notes 39 40 19, 41 67 

01.01.2007 4,025,667 362,241 -1,102,252 5,431,461 8,717,117 

Net income 2007 0 0 0 2,500,800 2,500,800 

Dividend 0 0 0 -950,348 -950,348 

Sale of treasury stock 0 -518,611 695,644 0 177,033 

Transfer to capital reserve deriving 

from convertible bonds 

total 

0 21,859 0 0 21,859 

As of 31.12.2007 / 01.01.2008 4,025,667 -134,511 -406,608 6,981,913 10,466,461 

Net income 2008 0 0 0 3,509,861 3,509,861 

Dividend 0 0 0 -1,238,812 -1,238,812 

Purchase of treasury stock 0 0 -340,941 0 -340,941 

Sale of treasury stock 0 -113,942 184,932 0 70,990 

As of 31.12.2008 4,025,667 -248,453 -562,617 9,252,962 12,467,559 

One share represents 1 euro of subscribed capital.


unteRnehMen und MIssIon notes 

97 

notes to the 

ConsolIdAted 

fInAnCIAl 

stAteMents 

«In financial year 2008 ATOSS achieved sales amounting to 

EUR 26.9 million (previous year: EUR 24.4 million). This growth 

continues the welcome pattern set in the preceding year which 

is attributable not least to the advanced Java-based technology 

embodied in our software.» 

I. HEADQUARTERS AND BUSINESS ACTIVITIES 

II. ACCOUNTING AND VALUATION METHODS 

III. NOTES TO THE BALANCE SHEET 

IV. NOTES TO THE INCOME STATEMENT 

VI. NOTES TO THE CASH FLOW STATEMENT 

V. SEGMENT REPORTING 

VII. OTHER INFORMATION 

I. headquarters and business activities 

ATOSS Software AG with headquarters at Am Moosfeld 3 in Munich, Germany, hereinafter also referred 

to as “ATOSS“ or “the company“, is a leading provider engaged in the development and sale of software 

licenses, software maintenance, hardware and consulting services pertaining to the provision of electronic 

support for all corporate processes involved in the efficient deployment of personnel resources 

and workforce management at companies and public institutions. Each of the ATOSS product lines 

consists of integrated software modules which are employed by large numbers of customers. 

II. Accounting and valuation methods 

1. International financial Reporting standards (IfRs) 

As in the preceding year, the present consolidated financial statements were prepared for both the parent 

company and subsidiaries in accordance with the International Financial Reporting Standards (IFRS) as 

applicable in the EU and with the supplementary provisions of German commercial law applicable 

pursuant to § 315a, Para. 1 of the German Commercial Code (HGB). 

Pursuant to § 315a of the German Commercial Code, consolidated accounts prepared in accordance with 

the provisions of the Code were dispensed with. 

The same accounting and valuation methods were applied as in the preceding year. 

In this financial year the group has applied the new and revised IFRS standards and interpretations listed 

hereinafter. No effects on the net assets, financial position or earnings situation of the company resulted 

from the application of these standards and interpretations. They did, however, lead to additional information 

being reported, and in some cases to changes in the balance sheet reporting and valuation methods. 

standard or 

interpretation 

description for financial years 

with effect from 

IFRIC 11 IFRS 2 – Group and Treasury Share Transactions 01.01.2009 

IFRIC 12 Service Concession Arrangements 01.01.2008 

IFRIC 13 Customer Loyalty Programs 01.07.2008 

IFRIC 14 IAS 19 – The Limit on a Defined Benefit Asset, Minimum Funding Requirements 

and their Interaction 


The group applied the following already effective standards for the first time in financial year 2008. 

standard or 


headquarterS and BuSIneSS actIvItIeS 

accountIng and valuatIon methodS 



IAS 39 Amendments to IAS 39 and IFRS 7 – Reclassification of Financial Assets 01.07.2008 

IFRS 7 Amendments to IAS 39 and IFRS 7 – Reclassification of Financial Assets 01.07.2008



99 

In addition the group has applied the following IFRS standards and interpretations ahead of time. The 

application of these interpretations gave rise to no relevant effects on the group. 

standard or 




IAS 23 Borrowing Costs (revised) 01.01.2009 

IFRS 2 Share-based Payment (revised) 01.01.2009 

IFRS 8 Operating Segments 01.01.2009 

The essential effects of these changes are as follows: 

The group has decided to apply IFRIC 11 for the first time with effect from January 1, 2007, insofar as it 

is relevant to the consolidated financial statements. In accordance with this interpretation, agreements 

under which employees are granted rights to a company’s own equity instruments must be reported as 

share-based payments settled out of equity even if the company purchases the instruments from a 

third party or if the shareholders provide the necessary equity instruments. These equity instruments 

have already in the past, as now required by IFRIC 11, been treated as share-based payments pursuant 

to IFRS 2. Note 17 gives a detailed description of the effects of share-based payments. 

IFRIC 12 defines how obligations accepted and rights acquired in connection with service concessions 

are to be treated in the concession-holder’s accounts. The companies included in the consolidated 

financial statements are not concession-holders within the meaning of IFRIC 12. This interpretation is 

therefore not relevant to the group. 

In accordance with IFRIC 13, credits granted to customers (“awards”) must be recognized as a separate 

component of the sale transaction in connection with which they were granted. Therefore a part of the 

attributable fair value of the consideration received must be allocated to the award credits granted and 

carried as a liability. The deferred proceeds are to be recognized as revenue in the period in which the 

credits granted are either used or expire. Since the group currently has no such customer loyalty 

programs, this interpretation is not relevant to the group. 

IFRIC 14 contains guidelines on how to determine the maximum surplus arising from a defined benefit 

plan which may in accordance with IAS 19 - Employee Benefits be carried as an asset. However the 

company‘s pension plan makes no such provision. For this reason IFRIC 14 does not affect the group’s 

financial reporting. 

On October 13 and November 27, 2008 in response to the global financial crisis the IASB adopted amendments 

to standards IAS 39 and IFRS 7, backdated to July 1, 2008. Among other things, these amendments 

provide for certain financial instruments held for trading to be reclassified under certain circumstances. 

The company does not currently regard these amendments as having any relevant effect on its 

own consolidated financial statements. 

The revised standard IAS 23 – Borrowing Costs was published in March 2007 and is applicable for the 

first time for financial years commencing on or after January 1, 2009. This standard requires borrowing 

costs attributable to a qualifying asset to be capitalized. A qualifying asset is an asset that takes a 

substantial period of time to make ready for its intended use or sale. There are no effects on the group 

deriving from the revision of this standard. 

IFRS 2 – Share-based Payment was published in its revised form in January 2008. The revised version 

includes the addition of two explicit guidelines intended to more clearly emphasize the difference 

between vesting conditions and other conditions. There are no effects deriving from this revision upon 

the reporting, valuation or declaration of the group’s existing convertible bonds program. 

IFRS 8 – Operating Segments was published in November 2006 and is applicable for the first time for 

financial years commencing on or after January 1, 2009. In accordance with IFRS 8, segment information 

must be reported in the measure that it is available to the chief operating decision maker. In the assessment 

of the group the operating segments pursuant to IFRS 8 conform with the business segments identified 

in accordance with IAS 14. Thus. as in previous years, the company has one single uniform business 

segment. There are therefore no relevant effects deriving from the application of this standard. 

The IASB introduced an annual amendment procedure in 2007 in order to implement necessary but not 

otherwise urgent amendments to standards at uniform yearly intervals. The first of these “omnibus 

standards” was published in May 2008 and is applicable to financial years commencing on or after 

January 1, 2009. Since the annual amendment procedure essentially involves the elimination of inconsistencies 

and the clarification of wordings that may be misleading, in the opinion of the company application 

ahead of time will have no significant effects on the way items are reported, valued or declared 

in the financial statements. The following table lists all of the amended standards that might have an 

accounting impact: 

standard or interpretation description 

IAS 1 Presentation of Financial Statements 

IAS 16 Property, Plant and Equipment 

IAS 19 Employee Benefits 

IAS 20 Accounting for Government Grants and Disclosures of Government 

Assistance 

IAS 23 Borrowing Costs 

IAS 27 Consolidated and Separate Financial Statements as per IFRS 

IAS 28 Investments in Associates 

IAS 29 Financial Reporting in Hyperinflationary Economies 

IAS 31 Interests in Joint Ventures 

IAS 36 Impairment of Assets 

IAS 38 Intangible Assets 

IAS 39 Financial Instruments: Recognition and Measurement 

IAS 40 Investment Property 

IAS 41 Agriculture 


IFRS 5 Non-current Assets Held for Sale and Discontinued Operations



101 

The following standards and IFRIC interpretations, which have been published but have not yet come 

into force, have not been applied ahead of time by the group. The essential effects resulting from 

these changes are explained hereinafter. 

standard or 




IAS 1 Presentation of Financial Statements (revised) 01.01.2009 

IAS 1 Amendments to IAS 32 and IAS 1 – Puttable Financial Instruments and 

Obligations Arising on Liquidation 


IAS 27 Amendments to IAS 27, consequent amendments to IAS 28 and IAS 31 01.07.2009 

IAS 27 Amendments to IFRS 1 and IAS 27 – Cost of Investment in Subsidiaries, 

Jointly Controlled Entities and Associates 

IAS 32 Amendments to IAS 32 and IAS 1 – Puttable Financial Instruments and 

Obligations Arising on Liquidation 

IFRS 1 Amendments to IFRS 1 and IAS 27 – Cost of Investment in Subsidiaries, 

Jointly Controlled Entities and Associates 




IFRS 3 Business Combinations (revised) 01.07.2009 

IFRIC 15 Agreements for the Construction of Real Estate 01.01.2009 

IFRIC 16 Hedges of a Net Investment in a Foreign Operation 01.01.2009 

The revised standard IAS 1 – Presentation of Financial Statements was published in September 2007 

and will be applicable for the first time for financial years commencing on or after January 01, 2009. The 

most important amendment concerns the presentation of income and expenses recognized directly in 

equity. These items must no longer be broken down in the statement of changes in equity, but must be 

shown in an independent schedule to be prepared in addition to or together with the traditional income 

statements. In the financial year under consideration, as in the previous year, the company recognized 

no income or expenses directly in equity. The company therefore expects that application of this standard 

will in essence merely lead to changes in the description of individual component parts of the 

financial statements. With regard to the stipulations concerning the preparation of a third balance 

sheet in the event of retroactive accounting changes or reclassifications affecting the opening balance 

sheet, the company at this time perceives no relevant impact on its financial statements. 

The revised version of standard IAS 27 – Consolidated and Separate Financial Statements with consequent 

amendments to IAS 28 – Investments in Associates and IAS 31 – Interests in Joint Ventures was 

published in January 2008 and is applicable for the first time for financial years commencing on or after 

January 1, 2009. The amendments essentially concern changes in the level of investments in other 

companies and loss of control over the latter. The company holds all of the shares in its subsidiaries. 

However it does not hold any interests in associates or jointly controlled entities. The Company does not 

therefore perceive any relevance in these changes at this time. 

The amendments to IAS 32 and IAS 1 concerning puttable financial instruments and obligations arising 

on liquidation were published on February 14, 2008 and are applicable for the first time for financial 

years commencing on or after January 1, 2009. These amendments allow financial instruments previously 

not so classified to be classed as equity. This for example includes diverse forms of capital investments 

in open-ended investment funds, closed-ended maturity funds, cooperatives or partnerships. 

These amendments do not affect the company at this time. 


The amendments to IFRS 1 and IAS 27 concerning the cost of investment in subsidiaries, jointly controlled 

entities and associates were published on May 22, 2008 and are applicable for the first time for financial 

years commencing on or after January 1, 2009. These amendments concern simplifications in the firsttime 

adoption of IFRS and the integration of new parent companies, for example as intermediate holding 

companies, into an existing group structure. The amendments are not relevant to the group at this 

time. 

The revised standard IFRS 3 – Business Combinations was published in January 2008 and is applicable 

for the first time for financial years commencing on or after July 1, 2009. The amendments essentially 

concern the first-time reporting of acquisitions. The group of consolidated companies and the level of 

participation in these group companies remained unchanged in 2007 and 2008 relative to 2006. The 

company does not therefore at this time expect any effects to result from the first-time application of 

this standard. 

The revised standard IFRS 15 – Agreements for the Construction of Real Estate Combinations was 

published in July 2008 and is applicable for the first time for financial years commencing on or after 

January 01, 2009. Since the company has entered into no such agreements at this time, this interpretation 

currently has no relevance for the group. 

Interpretation IFRIC 16 concerns the hedging of currency risks at foreign operations. Since the company 

currently hedges no currency risks deriving from its foreign interests, this interpretation has no relevance 

for the group at this time. The company’s interests outside of the euro zone are located in Switzerland 

and Romania. The functional currency for all group companies is the euro. 

2. Reporting period 

The present consolidated financial statements were prepared to December 31, 2008, for the reporting 

period from January 1 to December 31, 2008. The financial year for all group companies coincides with 

the calendar year. 

3. Reporting currency 

The present consolidated financial statements were prepared in euro. Figures are rounded up to whole 

euro units. 

4. Group of consolidated companies 

In the consolidated financial statements for ATOSS Software AG, Munich, all subsidiaries are fully 

consolidated in accordance with IAS 27.12. Subsidiary companies are fully consolidated from the time of 

acquisition, that is to say, from the time at which the group acquires control. Companies cease to be 

consolidated when the parent company no longer has control. 

Their annual financial statements have been prepared in accordance with national regulations and 

reconciled in accordance with IFRS.



103 

Company share of subscribed 

capital 

ATOSS CSD Software GmbH, Cham, 

Germany 

ATOSS Software Gesellschaft m.b.H., 

Vienna, Austria 

equity as of 

dec. 31, 2008 in euR 

Result for the year 

2008 in euR 

100% 642,881 115,449 

100% 756,265 506,649 

ATOSS Software AG, Zurich, Switzerland 100% 313,094 219,571 

ATOSS Software S.R.L., Timisoara, 

Romania 

100% 74,014 28,306 

5. principles of consolidation 

In addition to the parent company ATOSS Software AG, Munich, the consolidated annual financial statements 

also include all subsidiaries. 

For consolidation purposes the national financial statements of the subsidiary companies have been 

adjusted in line with the accounting and valuation methods applied by the parent company. All intercompany 

transactions as well as receivables, provisions, liabilities and deferrals have been eliminated. 

Pursuant to IFRS 3.16-65, the capital consolidation of fully consolidated companies was undertaken in 

accordance with the acquisition method. The recognized values of assets assigned and debts accepted 

representing the acquisition cost of the interest in each relevant company were offset pursuant to IAS 

27.22 ff. against the equity capital reported by the subsidiary at the time of acquisition. Capital consolidation 

of the interest in ATOSS CSD Software GmbH, Cham, acquired in the year 2000 continues to be 

undertaken in accordance with IFRS 1 B1 by the pooling of interests method. 

6. estimates and assumptions made in preparing the consolidated financial statements 

Preparing the annual financial statements in compliance with International Financial Reporting Standards 

(IFRS) necessitates estimates and assumptions which affect the figures shown in the consolidated 

balance sheet, consolidated income statement and the notes to the consolidated accounts: 

Thus for example estimates are made in determining sales revenues for long-term production orders. 

The amount here is dependent upon the anticipated duration of implementation and the resulting 

proportionate progress of the project. Sales revenues deriving from production orders in work on the 

balance sheet closing date amounted in financial year 2008 to EUR 1,163,575 (previous year: 

EUR 356,118). 

In addition when convertible bonds are issued, the likelihood of their being exercised in future is estimated 

on the basis of anticipated employee fluctuation. Impairments in the value of receivables are 

likewise calculated by estimating those factors which may influence their sustained value. The book 

value of receivables on December 31, 2008 amounted to EUR 3,455,286 (previous year: EUR 2,833,419). 

Further estimates are made when forming and assessing accruals for risks arising from processes, 

commissions or other future risks. The book value of accruals amounted on December 31, 2008 to 

EUR 3,045,828, compared with EUR 3,012,888 on the closing date in 2007. 

The anticipated service life of fixed assets is also subject to estimation. The carrying value of fixed 

assets (property, plant and equipment and intangible assets) on December 31, 2008 stood at EUR 694,005 

(previous year: EUR 679,639). 

Actual figures may deviate from estimates made. 

7. Currency conversion 

Balance sheet items in foreign currency are valued at the exchange rate on the balance sheet closing 

date; income and expenses are valued at the exchange rate for the transaction. Corresponding foreign 

currency profits and losses are recognized in the consolidated income statement. Accountable events 

at subsidiaries are booked in the functional currency at the time of origination. 

The functional currency for all group companies is the euro. 


8. financial assets 

Financial assets within the meaning of IAS 39 are classified as either financial assets at fair value 

through profit or loss, loans and receivables, held-to-maturity investments, financial assets available 

for sale or derivatives designed as hedging instruments and effective as such. Financial assets are 

measured on initial recognition at fair value. In the case of other financial investments as such which 

are classified as valued at fair value through profit or loss, transaction costs directly attributable to the 

acquisition of the asset are also taken into consideration. 

Financial assets are designated as belonging to one or other of these categories upon first recognition. 

Reclassifications, insofar as these are permissible and necessary, are made at the end of the financial 

year. 

All regular way purchases and sales of financial assets are recognized for accounting purposes on the 

trade date, that is to say, on the date on which the group entered into a commitment to buy or sell the 

asset. Regular way purchases and sales are purchases or sales of financial assets which specify delivery 

of the assets within a period of time defined by market regulations or conventions. 

The category of financial assets at fair value through profit and loss includes financial assets held for 

trading and financial assets that are designated on initial recognition as ones to be measured at fair 

value. 

Financial assets are classified as held for trading if they are acquired for the purpose of selling in the 

short term. Profits or losses on financial assets held for trading are recognized in the income 

statement. 

Non-derivative financial assets with fixed or determinable payments and fixed maturity dates are classified 

as financial assets held to maturity, provided that the group intends and is in a position to hold 

these to maturity. Subsequent to initial recognition, held-to-maturity investments are valued at amortized 

cost using the effective interest method. Profits and losses are recognized in the result for the 

period if the financial investments are written off or impaired, and in the context of amortization. 

Loans and receivables are non-derivative financial assets with fixed or determinable payments which 

are not quoted in an active market. Subsequent to initial recognition, loans and receivables are valued 

at amortized cost using the effective interest method less any impairments. Profits and losses are



105 

recognized in the result for the period if the loans and receivables are written off or impaired, and in the 

context of amortization. 

Financial investments available for sale are non-derivative financial assets that are classified as 

available for sale and not assigned to one of the three previously named categories. Subsequent to their 

initial valuation, financial assets available for sale are measured at fair value. Unrealized profits or 

losses are recognized directly in equity. If such a financial asset is written off or impaired, the cumulative 

profit or loss previously recognized in equity is recognized in the income statement. 

The fair value of financial investments traded on organized markets is determined by the market price 

(bid price) quoted on the balance sheet closing date. The fair value of financial investments for which no 

active market exists is determined in application of certain valuation methods. These methods include 

reference to recent transactions between independent, expert, willing partners, comparison with the 

current fair value of another, essentially identical financial instrument, an analysis of discounted cash 

flow, as well as the use of other valuation models. 

Held-to-maturity investments and loans and receivables are valued at amortized cost. This is calculated 

by the effective interest method, less any impairments, and in consideration of discounts and 

premiums at time of acquisition and includes transaction costs and fees that are an integral part of the 

effective interest rate. 

9. Impairment of financial assets 

At every balance sheet closing date the group investigates whether the value of a financial asset or 

group of financial assets is impaired. 

If there are objective grounds to believe that financial assets recognized at amortized cost are impaired, 

the impairment loss is calculated as the difference between the carrying value of the asset and the cash 

value of the expected future cash flow (with the exception of expected future loan losses which have yet 

to occur), discounted at the original effective interest rate for the financial asset, that is to say, the effective 

interest rate calculated at initial recognition. The carrying value of the asset is reduced with the aid 

of a value adjustment account. The impairment loss is recognized in profit and loss. 

If the level of impairment reduces in subsequent reporting periods and if this reduction can be objectively 

attributed to a circumstance which has arisen after the impairment was recognized, the value 

adjustment previously recognized is reversed. The new carrying value of the asset must not however 

exceed the amortized cost at the time of the write-up. The write-up is recognized in profit and loss. 

If in the case of trade receivables there are objective indicators that not all of the amounts due will be 

received in accordance with the originally agreed terms of invoice (for example in the event of probable 

insolvency or significant financial difficulties on the part of the debtor), a reduction in value is made with 

the aid of a value adjustment account. If they are classified as uncollectable, the receivables are written 

off. 

If an asset available for sale suffers an impairment, an amount equal to the difference between the cost 

of acquisition (less any redemption and amortization) and the current fair value (less any value adjustments 

previously recognized in profit and loss), is transferred from equity to the income statement. 

Write-ups on equity instruments classified as available for sale are not recognized in the income statement. 

Write-ups on debt instruments classified as available for sale are recognized in the income 


statement if the increase in the fair value of the instrument may objectively be considered to result from 

an event that has occurred after the value impairment was recognized in profit and loss. 

A financial asset (or a part of a financial asset or a part of a group of similar financial assets) is written 

off if the contractual rights to receive the cash flow from the asset have expired. 

10. Inventories 

In accordance with IAS 2.9 the company values its inventories at cost or lower net disposal value. Inventories 

which are interchangeable are valued at cost using the first in first out (FIFO) method. 

The net disposal value is the estimated proceeds of a sale in the normal course of business less the 

estimated costs up to completion and the estimated marketing costs. 

Appropriate reductions in value are made to take account of all recognizable risks arising from aboveaverage 

storage periods or reduced usability. 

11. non-current assets 

At every balance sheet closing date the group investigates whether there are grounds to believe that the 

value of an asset is impaired. If such grounds exist or if an annual review of the sustained value of an 

asset is required, the group makes an estimate of the amount that may be achieved for the asset in 

question. The achievable amount is the higher of either the fair value of an asset or cash-generating 

item less disposal costs or its utility value. The achievable amount must be determined for each individual 

asset, unless an asset generates no cash flow which is essentially independent of those generated 

by other assets or groups of assets. If the carrying value of an asset exceeds its achievable value, the 

asset is impaired and is written down to its achievable value. To determine the utility value, the expected 

future cash flows are discounted to their cash value at a pre-tax discount rate which reflects current 

market expectations regarding the interest effect and the risks specific to the asset. An appropriate 

valuation model is applied to determine the fair value less sales costs. This model is based on valuation 

multipliers or other available indicators of fair value. 

Impairment costs at going-concern business units are recognized in the income statements under cost 

headings which correspond with the function of the impaired asset. 

An investigation is similarly made at every balance sheet closing date to determine whether there are 

grounds to believe that a previously recognized impairment no longer exists or is reduced. If such 

grounds exist the group makes an estimate of the achievable amount. A previously recognized impairment 

will only be reversed if the estimated amount that may be achieved has changed since the last 

occasion on which an impairment was recognized. Should this be the case, the carrying value of the 

asset is increased to its achievable value. This amount must not however exceed the carrying value that 

would apply after scheduled depreciation if no impairment of the asset were to have been recognized in 

preceding years. A write-up is recognized in the result for the period. 

In the financial year under review there were no impairments of non-current assets pursuant to IAS 36. 

12. tangible fixed assets 

Tangible fixed assets are valued at cost less cumulative scheduled linear depreciation. Assets are 

depreciated over periods of between three and five years. Leasehold fixtures are depreciated over the 

term of the lease or over their estimated service life if this is shorter.



107 

Write-downs on tangible fixed assets are allocated to the relevant expense items in the income 

statement. 

A tangible fixed asset is eliminated either when it is disposed of or when there is no economic benefit to 

be expected from the continuing use or sale of the asset. The profits or losses resulting from the elimination 

of the asset are calculated as the difference between the net sale proceeds and the carrying 

value of the asset and recognized in the income statement in the period in which the asset is 

eliminated. 

Residual values, service lives and methods of depreciation are reviewed at the end of each financial year 

and adjusted as required. 

13. Intangible assets 

Intangible assets are valued at cost upon acquisition and assuming a limited service life are subject to 

linear depreciation over an anticipated useful life of between three and five years. On the qualifying date 

the company had no intangible assets with an indefinite service life. 

Write-downs on intangible assets with limited service life are recognized in the income statement under 

the expense heading which corresponds with the function of the intangible asset. 

Where there are indications that intangible assets with limited service life may be impaired, these assets 

are reviewed accordingly. The depreciation period and the method by which intangible assets with limited 

service life are depreciated are as a minimum reviewed at the end of each financial year. Alterations to 

the method or period of depreciation necessitated by changes in the expected service life or expected 

consumption of the future economic benefit of the asset are treated as changes in estimates. 

Profits or losses resulting from the elimination of intangible assets are calculated as the difference 

between the net sale proceeds and the carrying value of the asset and recognized in the income statement 

in the period in which the asset is eliminated. 

Residual values, service lives and methods of depreciation are reviewed at the end of each financial year 

and adjusted as required. 

14. taxes 

Actual taxes on income 

The actual tax refund claims and tax liabilities for current and previous periods are measured at the 

amount in which a refund is expected from or payment expected to the tax authorities. This amount is 

in turn calculated on the basis of the tax rates and tax regulations applying on the balance sheet closing 

date. 

Actual taxes relating to items recognized directly in equity are themselves recognized not in the income 

statement but in equity also. 

deferred taxes 

Tax deferrals are formed in application of the liability method, based on temporary differences existing 

on the balance sheet closing date between the value at which an asset or liability is reported on the 

balance sheet and its value for tax purposes. 


Deferred tax claims are recognized for all tax-deductible temporary differences, unused tax loss carryforwards 

and unused tax credits in the amount in which taxable income against which tax-deductible 

temporary differences and unused tax loss carryforwards and tax credits can be offset is likely to be 

available. 

The carrying value of deferred tax claims is reviewed on each balance sheet closing date and reduced 

accordingly if it is no longer likely that adequate taxable income will be available against which the 

deferred tax claim might at least in part be offset. Deferred tax claims not carried on balance sheet are 

reviewed on each balance sheet closing date and taken on balance sheet in the amount in which it is now 

likely that future taxable income will allow the deferred tax claim to be realized. 

Deferred tax claims and liabilities are calculated at the tax rates likely to apply in the period in which an 

asset is realized or a liability satisfied. The tax rates (and tax regulations) applying on the balance sheet 

closing date are taken as a basis. Future changes in tax rates must be taken into account on the balance 

sheet closing date provided that the necessary material conditions for these changes to become effective 

are fulfilled in the form of legislation. 

Deferred taxes relating to items recognized directly in equity are themselves recognized not in the 

income statement but in equity also. 

Deferred tax claims and deferred tax liabilities are offset against one another provided that the group 

has an enforceable claim to set off actual tax refund claims against actual tax liabilities and these relate 

to income taxes on the same taxable entity, levied by the same tax authority. 

turnover tax 

Sales revenues, expenses and assets are generally recognized after deduction of turnover tax. Exceptions 

apply in the following cases: 

• If the turnover tax incurred when assets or services are purchased cannot be reclaimed from the 

tax authority, the tax paid is recognized as a part of the manufacturing cost of the asset or as part of 

the expense. 

• Receivables and liabilities are reported at an amount including the turnover tax. 

The amount of turnover tax refunded by or remitted to the tax authority is recognized in the consolidated 

balance sheet under either receivables or liabilities. 

15. financial liabilities 

The value reported for trade accounts payable corresponds to the net book value. 

Deferred revenues are carried at attributable fair value and essentially include amounts invoiced and 

received in advance for maintenance works and long-term orders not implemented until later and 

therefore pertaining to sales in later periods. 

A financial liability is eliminated when the underlying obligation is satisfied, terminated or expired. If an 

existing financial liability is exchanged for another liability to the same creditor under substantially 

different terms of contract, or if the conditions pertaining to an existing liability are materially altered, 

the exchange or alteration is treated as if the original liability were eliminated and a new liability taken 

up. The difference between the respective book values is recognized in profit and loss.



109 

16. short-term accruals 

An accrual is reported if the group is under a present (statutory or actual) obligation resulting from a 

past event, if it is likely that resources having an economic value will be expended to satisfy the obligation 

and a reliable estimate can be made of the extent of the obligation. Insofar as the group expects an 

accrual carried as a liability to be at least in part reimbursed (as for example under an insurance 

contract), provided that it is as good as certain that it will be received, the reimbursement is carried as 

a separate asset. The cost of forming the provision is reported in the income statement after deduction 

of the reimbursement. 

The company anticipates that the remaining time to maturity of short-term provisions will be less than 

one year. 

17. Convertible bonds 

Convertible bonds are compound financial instruments which contain both equity (conversion rights) 

and liability (bond) components. 

In the case of all convertible bonds, the bond feature as the liability component is carried at amortized 

cost using the effective interest method as per IAS 39. The hidden margin arising from the discounted 

interest payable due to the difference between the nominal value and cash value of the bond is allocated 

to the capital reserve. 

In the case of the equity component, the conversion right, a distinction is made dependent on the date 

of issue: In the case of convertible bonds issued prior to the publication of the draft version of IFRS 2 on 

November 7, 2002, the conversion right is recognized in equity. On the other hand, in the case of bonds 

issued after November 7, 2002, the equity component is valued in accordance with IFRS 2 at attributable 

fair value. The value of the conversion right is expensed over the expected period of time until the bond 

is converted into shares and allocated to the capital reserve. 

The expense to be recognized is measured in accordance with the Black-Scholes model which was developed 

to assess the fair value of such options which are subject to no conditions and are fully transferable. 

Given that the options valuation model is based upon subjective assumptions, real deviations from these 

assumptions can have a sustained effect on the value of the options. Moreover the company’s convertible 

bonds are subject to further restrictions which are only approximately comparable with traded options, 

with the result that the valuation model does not necessarily provide a reliable option valuation. 

In calculating the attributable fair value using the Black-Scholes model, the company applies the 

following parameters: 

Date Number 

Average 

expected 

term in 

months 

Risk-free 

interest 

rate 

Standard 

deviation 

Expected 

fluctuation 


Reduction 

due to 

discounted 

intrest 

Convertible 

bonds 

returned 

Valuation 

of amount 

to be 

expensed 

post 

returns 

August 2003 62.000 30 3.80% 80.30% 0% -17,295 26,000 228,630 

Mai 2004 52.000 30 3.80% 108.26% 0% -9,193 10,500 291,440 

August 2004 36.000 30 3.70% 102.80% 0% -298 0 205,901 

November 2004 5.000 30 3.40% 97.33% 0% 0 2,000 16,282 


The standard deviation used in calculating the apportionable expense is determined from the daily 

closing price in the XETRA trading system operated by Deutsche Börse and published by the latter. 

Since all convertible bonds were already eligible to be exercised as of December 31, 2007, the company 

incurred no further expense in financial year 2008. The cost in the amount of EUR 742,53 was recognized 

in full in the years 2002 to 2007. 

18. pension provisions 

A non-forfeitable pension commitment exists in favor of the CEO of ATOSS Software AG, Munich, which 

is classified as a defined benefits plan. Pursuant to this plan, pension payments will commence when 

the recipient reaches the age of 65 and will be paid for life. The level of future pension rights will vary 

during the accrual period to an extent equal to future adjustments in the fixed salary of the CEO. To 

cover this pension commitment the company has arranged pension liability insurance cover and assigned 

the entitlements arising there from with the result that since financial year 2005 in accordance 

with IAS 19.54d the attributable fair value of the assets of the plan deriving from the pension liability 

insurance policies are netted against the benefit obligation. 

The pension commitment is underpinned by an actuarial report prepared on the basis of IAS 19 - Employee 

Benefits. The figure reported for the accrued and predicted pension obligation corresponds with the 

actuarially calculated cash value which since 2005 has been reduced by the fair value of the plan assets. 

The rules governing benefit commitments contained in IAS 19.63 ff. have been taken as a basis. 

In accordance with IAS 19.64f, the projected unit credit method is applied. In accordance with this method, 

the pension units accrued in individual years are regarded as building blocks which collectively form the 

pension obligation. The cost of the pension is a product of the cost of interest on accrued pension rights 

already reported at cash value, the current service cost and the expected income from the plan assets. 

The defined benefit obligation is the dynamic cash value of the pro rata accrued pension units, taking into 

account the fact that future pension rights have already been proportionately accrued. 

For the purpose of measuring actuarial profits and losses the company applies what is termed the 

corridor method, in accordance with which with effect from the next balance sheet qualifying date actuarial 

profits and losses must be apportioned over the residual period of service if and when they exceed 

10 percent either of the actual cash value or of the fair value of the plan assets. In financial year 2008 

actuarial profits in the amount of EUR 12,074 (previous year: EUR 0) were recognized in income. 

The pension provision was calculated on the basis of an assumed interest rate of 6.0 percent (previous 

year 5.5 percent), a salary trend of 2.0 percent (previous year 2.0 percent) and a pension trend of 2.0 percent 

(previous year 2.0 percent). The biometric tables prepared by Prof. Klaus Heubeck [Richttafeln 2005 G] 

were applied. It was further assumed that the plan assets would in future attract interest at an annual 

rate of 4.0 percent (previous year 4.0 percent). 

In addition, there are also contributory pension plans for a member of the Board of Management and for 

employees with 15 or more years service. The company pays contributions for the latter into a private 

retirement pension scheme in the form of a pension fund for the duration of their employment. These 

contributions in financial year 2008 amounted to EUR 21,250 (previous year: EUR 13,500).



111 

19. treasury stock 

Treasury stock is valued at cost and reported as a separate deduction item under equity. The 

purchase, sale, issue or withdrawal of treasury stock is not recognized in profit and loss. 

20. Recognition of sales revenues and income 

The company generates sales revenues by licensing software products to end users and resellers, 

as well as from maintenance contracts, services and other receivables. 

Discounts, rebates and turnover tax are not considered. 

Pursuant to IAS 18.14, licensing revenues are regarded as realized when 

(a) The essential risks and rewards associated with the contractual rights to the use of licensed 

software have been transferred; 

(b) The company has no further rights to dispose over the licensed material; 

(c) The level of revenues can be reliably determined; 

(d) It is sufficiently probable that the economic benefits will flow (the receivable will be received), and 

(e) The costs incurred in association with the sale can be reliably measured. 

The company has also entered into reseller agreements in accordance with which resellers are 

granted discounts on the list prices for license fees. The license fees retained by the company are 

in principle regarded as having been realized when rights of use to the licensed software have been 

granted to the reseller’s end customer and the essential risks and rewards have thereby been 

transferred either to the end user or to the reseller. 

Consultancy sales are directly associated with services rendered under essentially separate 

contracts. Pursuant to IAS 18.20, income from the performance of services is realized when 

(a) The level of income can be reliably measured; 

(b) It is sufficiently probable that the economic benefit of the transaction will flow to the company 

(the receivable will be received); 

(c) The degree of completion on the balance sheet qualifying date can be reliably measured, and 

(d) The costs incurred in performing the service can be reliably measured. 

Maintenance sales are accrued over the period during which maintenance works are performed. 

Software licenses and maintenance works are generally sold together. Pursuant to IAS 18.13 the 

sales are realized by the residual value method, since a market value can be assigned to the maintenance 

sales. 

Construction contracts are deemed to exist insofar as the contractual agreements are structured 

in accordance with the law on contracts for work and services or the orders cannot be fulfilled by 

ATOSS partners or by services rendered by the customer on own account. 

If a customer commissions a long-term construction order, the sales revenues and income are 

measured by the percentage of completion method, provided that the conditions required by IAS 

11.23 are met. Individual sales components are in principle realized in the ratio of the progress of 

the project services thus far rendered to the anticipated overall volume of services. The progress 

of the project is in turn measured on the basis of documentation maintained by the project managers 

and the overall assessment of the management. 

Pursuant to IAS 18.14, revenues deriving from other supplies and services are regarded as realized 

when 

(a) The essential risks and rewards associated with ownership of the goods or products sold have 

been transferred; 

(b) The company has no further rights to dispose over the supplies and services; 

(c) The level of revenues can be reliably determined; 

(d) It is sufficiently probable that the economic benefits will flow (the receivable will be received), and 

(e) The costs incurred in association with the sale can be reliably measured. 

Interest earnings are recognized when the interest arises. 


21. expenditure on research and development 

The company recognizes the costs of researching and developing its software products as an 

expense in its income statement. The criteria contained in IAS 38.57 which would provide for development 

costs to be carried as assets are not fulfilled, since the original development of today’s 

products to some extent took place through the medium of customer projects and it is not possible 

to reliably measure the income achievable in future from the development of individual functions 

and releases. 

22. borrowing costs 

Borrowing costs are recognized as an expense in the period in which they are incurred. 

23. leasing 

Whether an arrangement contains a lease is determined on the basis of the economic content of the 

arrangement at the time the arrangement is entered into and necessitates an estimate of whether 

fulfillment of the contractual agreement is dependent on the use of a specific asset or assets and 

whether the agreement affords a right to use the asset. 

The company regularly reviews its contractual relationships with suppliers to determine whether 

pursuant to the provisions of IFRIC 4 - Determining Whether an Arrangement Contains a Lease they 

should be classified as leases. On December 31, 2008 as in the preceding year there were no 

contractual arrangements which meet the criteria specified in IFRIC 4. 

Lease payments for operating leases are recognized over the relevant periods in linear fashion as 

expenses in the income statement.



113 

III. notes to the balance sheet 

24. Cash and cash equivalents 

Fixed-term deposits have times to maturity of up to 5 months and are invested at interest rates of 

between 2.65 percent and 4.00 percent per annum. The other cash sums earn interest at up to 

2.66 percent. 

As a result on the one hand of the positive operating cash flow amounting to EUR 2,501,331 and the 

acquisition of property, plant and equipment and intangible assets amounting to EUR 448,001, and on 

the other to the dividend payment amounting to EUR 1,238,812 and disbursements for the purchase of 

treasury stock amounting to EUR 340.942, holdings of cash and cash equivalents rose from EUR 13,467,767 

to EUR 14,000,412. 

Fixed term deposits and other cash sums are invested with financial institutions with a sound and 

solvent financial background. 

The fair value of cash and cash equivalents stood at EUR 14,000,412 (previous year: EUR 13,467,767). 

25. trade accounts receivable 

The reported trade accounts receivable were composed as follows: 


euR 


euR 


euR 

Fixed-term deposits 5,924,062 10,977,026 

Other cash sums 8,076,350 2,490,741 

total of cash and cash equivalents 14,000,412 13,467,767 


euR 

Gross receivables 3,465,883 2,844,656 

Less value impairments -10,597 -11,237 

net receivables 3,455,286 2,833,419 

As of December 31, 2008 there were receivables amounting to EUR 56,307 (previous year: EUR 0) with 

due dates which had been extended. These receivables are carried at nominal value. 

During the financial year revenues resulting from the collection of previously devalued receivables in 

the amount of EUR 11,237 (previous year: EUR 41,511) were taken to income. As in the preceding year 

there were no receivables with a remaining time to maturity of more than one year. 

The age structure of overdue and unadjusted receivables on December 31, 2008, was as follows: 

As of the qualifying date, value adjustments on doubtful trade receivables amounted to EUR 10,597 

(previous year: EUR 11,237). These were based on assessments by the Management of the feasibility of 

collecting the same. Reductions in value are implemented in the amount of the carrying value of the 

receivable if the due date has been exceeded by more than 120 days and an assessment of the general 

payment pattern and credit-worthiness of the customer indicates that such action is appropriate. In the 

event of a customer becoming insolvent, the full value of the receivable is reported as a loss. 

As a matter of principle, trade accounts receivable are due for payment within 10 days. For works and 

services and fixed-price projects, in exceptional cases varying terms of payment may be granted. 

The value adjustment account developed as follows: 

noteS to the Balance Sheet 


euR 


euR 

Neither overdue nor value-adjusted 2,388,184 1,693,654 

Up to 30 days overdue 892,402 940,719 

31 to 60 days overdue 146,223 118,867 

61 to 90 days overdue 15,081 3,736 

91 to 120 days overdue 740 61,082 

More than 120 days overdue 23,253 26,598 

Gross receivables 3,465,883 2,844,656 

Value adjustments -10,597 -11,237 

net receivables 3,455,286 2,833,419 

Account balance on January 1 11,237 44,389 

Expense allocations 10,597 11,238 

Consumed 0 -2,879 

Liquidated 11,237 -41,511 

Account balance on december 31 10,597 11,237 

The Company demands no security from its customers. A description of the risk management system 

which also covers risks arising from financial instruments can be found in section 5 of the group 

management report. 


euR 


euR



115 

26. Inventories 

The carrying value of inventories essentially relates to hardware components held in small quantities 

by the subsidiary ATOSS CSD Software GmbH, Cham. In the reporting period, as in the preceding year, 

there were no writedowns on the value of inventory assets. 

27. other current assets 

Other current assets in the amount of EUR 977,556 (previous year: EUR 340,627) are reported at fair 

value and essentially include investments in gold in the amount of EUR 287,338 (previous year: EUR 0), 

deferred items amounting to EUR 140,973 (previous year: EUR 197,068) and deferred interest in the 

amount of EUR 13,032 (previous year: EUR 81,293) as well as tax refund claims at EUR 485,702 (previous 

year: EUR 6,516). They do not attract interest. 

noteS to the Balance Sheet



117 

28. fixed assets 

The fixed assets developed as follows in the financial year under review: 

I. tangible fixed assets 

Acquisition and manufacturing costs Cumulative depreciation net book values 

01.01.2007 Additions disposals 31.12.2007 01.01.2007 Additions disposals 31.12.2007 31.12.2007 31.12.2006 

Technical plant 421,636 11,343 0 432,979 359,127 23,645 0 382,772 50,207 62,509 

Office and business equipment 2,917,222 423,331 390,713 2,949,840 2,627,123 289,998 387,375 2,529,746 420,094 290,099 

Vehicle fleet 69,836 74,370 69,836 74,370 49,071 21,796 55,994 14,873 59,497 20,765 

II. Immaterielle Vermögenswerte 

3,408,694 509,044 460,549 3,457,189 3,035,321 335,439 443,369 2,927,391 529,798 373,373 

Software 789,420 165,132 0 954,552 664,136 140,575 0 804,711 149,841 125,284 

789,420 165,132 0 954,552 664,136 140,575 0 804,711 149,841 125,284 

total 4,198,114 674,176 460,549 4,411,741 3,699,457 476,014 443,369 3,732,102 679,639 498,657 

I. tangible fixed assets 

Acquisition and manufacturing costs Cumulative depreciation net book values 

01.01.2008 Additions disposals 31.12.2008 01.01.2008 Additions disposals 31.12.2008 31.12.2008 31.12.2007 

Technical plant 432,979 891 0 433,870 382,772 19,552 0 402,324 31,546 50,207 

Office and business equipment 2,949,840 363,629 158,424 3,155,045 2,529,746 260,791 156,618 2,633,919 521,126 420,094 

Vehicle fleet 74,370 0 74,370 0 14,873 14,794 29,667 0 0 59,497 

II. Intangible assets 


3,457,189 364,520 232,794 3,588,915 2,927,391 295,137 186,285 3,036,243 552,672 529,798 

Software 954,552 83,481 13,372 1,024,661 804,711 87,718 9,100 883,328 141,333 149,841 

954,552 83,481 13,372 1,024,661 804,711 87,718 9,100 883,328 141,333 149,841 

total 4,411,741 448,001 246,166 4,613,576 3,732,102 382,855 195,385 3,919,570 694,005 679,639



119 

29. taxes on income 

The tax provisions in each case comprise the taxes on income for the past financial year and also preceding 

years if appropriate. For an explanation of tax charges and income, please refer to note 51. 

The deferred taxes reported in the accounts were composed as follows: 


euR 


euR 

ATOSS Software Ges.mbH, Vienna 0 2,867 

Losses carried forward at foreign companies 0 2,867 

Deferred taxes on tax carryforwards reported as assets 0 717 

Deferred taxes on valuation differences reported as assets 

- Pension provisions 305,877 294,602 

sub-total 305,877 295,319 

Deferred taxes on valuation differences carried as liabilities 

- Long-term construction orders -225,612 -102,958 

sub-total -225,612 -102,958 

total 80,265 192,361 


euR 


euR 

tax charge resulting from the accrual of deferred taxes carried as 

liabilities 

- On long-term construction orders 

tax charge resulting from the reversal of deferred taxes carried as 

assets 

-222,411 -307,658 

- On tax carry-forwards -717 -56,957 

- On pension provisions 

tax income resulting from the accrual of deferred taxes carried as 

assets 

0 -42,995 

- On pension provisions 

tax income resulting from the reversal of deferred taxes carried as 

liabilities 

11,275 -42,995 

- On long-term construction orders 99,757 458,247 

total -112,096 50,637 

The tax rate applicable to ATOSS Software AG, Munich, is composed as follows: 


2009 2008 2007 

Income before taxes 100,00% 100,00% 100,00% 

Trade tax -17.15% -17.15% -19.68% 

Profits liable for corporation tax 80.32% 

Up to 2007: Corporation tax at 25.00 % on taxable profits -15.00% -15.00% -20.08% 

Solidarity surcharge of 5.50 % on corporation tax -0.83% -0.83% -1.10% 

Computed proportion of earnings after tax 67.02% 67.02% 59.14% 

Computed tax rate 32.98% 32.98% 40.86% 

The tax rates for subsidiary companies amounted in Austria to 25 percent, in Switzerland to 23.8 percent 

and in Romania to 16 percent. The translation from the expected group tax charge to the actual tax 

charge as per IAS 12.81 is illustrated as follows: 


euR 


euR 

pre-tax earnings as per IfRs 5,115,400 4,171,800 

Expected tax charge (2008: 32.98%, 2007: 40.86%) -1,687,059 -1,704,597 

Non-deductible operating expenses -36,979 -28,910 

Expenses resulting from convertible bonds 857 -8,932 

Tax income resulting from the liquidation of tax provisions formed in previous years 1,353 22,908 

Revaluation of deferred taxes as a result of the 2008 business tax reform 0 -40,555 

Lower tax rates at group companies 116,289 89,086 

Actual group tax charge -1,605,539 -1,671,000 

The effects of the 2008 business tax reform – insofar as these apply to deferred taxes not due to be 

reversed until financial year 2008 or later – have been recognized in financial year 2007. 

The company anticipates that in future financial years the tax rate applicable to the parent company will 

be 32.98 percent. As a result on the one hand of non-deductible operating expenses and on the other of 

lower tax rates at group companies and branches, the actual tax charge may be somewhat higher or 

lower than this figure.

120 AnnuAl RepoRt 2008 


121 

30. liabilities 

The remaining times to maturity are illustrated individually in the breakdown of liabilities: 

qualifying 

date 

Convertible bonds 31.12.2008 


Trade accounts payable 31.12.2008 


Short-term accruals 31.12.2008 


Deferred revenues 31.12.2008 


Tax provisions 31.12.2008 


Other current liabilities 31.12.2008 


total 31.12.2008 


Remaining 

time to 

maturity 

up to 1 year 

Remaining 

time to 

maturity 

1-5 years 

Trade accounts payable and other short-term liabilities do not attract interest. 

31. Credit lines 

Unsecured current account credit lines in the amount of EUR 0.7 million (previous year: EUR 0.7 million) 

were available with the principal banks of the integrated companies. Borrowings (on current account) 

in the context of this arrangement attracted interest at up 7.95 percent (previous year 8.10 percent). As 

the previous year, there were no liabilities to banks. 

32. short-term accruals 

The short-term accruals essentially comprised the following amounts: 


euR 

Remaining 

time to 

maturity 

over 5 years 

The provisions for salaries and commissions include claims deriving from variable salary components 

arising in the reporting period but not disbursed until the following year. The anticipated charges relate 

to performances received but not yet billed prior to the qualifying date. 

0 

0 

226,430 

446,476 

3,045,828 

3,012,888 

1,485,910 

1,005,811 

269,421 

791,439 

520,855 

568,385 

5,548,444 

5,824,999 

drawn 

down 

24,000 

35,922 

0 

0 

0 

0 

0 

0 

0 

0 

0 

0 

24,000 

35,922 

0 

0 

0 

0 

0 

0 

0 

0 

0 

0 

0 

0 

0 

0 

total 

24,000 

35,922 

226,430 

446,476 

3,045,828 

3,012,888 

1,485,910 

1,005,811 

269,421 

791,439 

520,855 

568,385 

5,572,444 

5,860,921 

liquidated Allocated 31.12.2008 

euR 

Provisions for salaries and commissions 2,146,205 1,472,613 205,252 2,100,605 2,568,945 

Anticipated charges 235,309 110,678 57,306 109,990 177,315 

Other personnel provisions 334,866 303,355 31,511 0 0 

Other provisions 296,508 172,333 22,594 197,987 299,568 

total 3,012,888 2,058,979 316,663 2,408,582 3,045,828 

33. deferred revenues 

Deferred revenues as of December 31, 2008, were composed as follows: 



euR 


euR 

Amounts invoiced in advance for maintenance works 360,166 270,687 

Amounts invoiced in advance for long-term construction orders 318,610 322,284 

Others 807,134 412,840 

total 1,485,910 1,005,811 

The miscellaneous amounts here stated include sums invoiced in advance for hotline services as well 

as for software, hardware and services yet to be supplied. 

34. other current liabilities 

Other current liabilities essentially include turnover, wage and church tax liabilities and vacation 

provisions. 

35. Convertible bonds 

On the basis of the contingent capital created for the purpose and described under section 39, the 

company has issued convertible bonds under the following programs: 

An employee convertible bonds program was initiated in spring 2000 (Convertible bonds program 

2000/2010) with the issue of convertible bonds. At the time of the company’s flotation and during the 

year, employees were afforded the opportunity to subscribe for convertible bonds at a nominal cost of 

EUR 1.00. Conversion prices were determined at the time the bonds were granted. For this purpose the 

conversion price was defined as the average taken over the last five trading days prior to the bonds 

being granted. Employees had the option upon expiry of two, three and four years to in each case 

convert one third of their bond holdings into company shares upon payment of the conversion price. 

Contingent capital 2000/I in the amount of EUR 280,000 was formed for this purpose. 

In financial year 2002 at its General Meeting on May 22 of that year the company approved two convertible 

bonds programs for Supervisory Board members (Convertible bonds program 2002/2010) and for 

Board of Management members and employees of the company (Convertible bonds program 2002/2011). 

For this purpose Contingent capital 2002/II in the amount of EUR 50,000 and Contingent capital 2002/I 

in the amount of EUR 360,000 were partially drawn down. 

Under the convertible bonds program for Supervisory Board members (Convertible bonds program 

2002/2010) the members of the Supervisory Board were each granted the right to subscribe for 12,000 

convertible bonds at a nominal EUR 1.00 per bond. Conversion prices were determined at the time the 

offer was made. The offer was made within two weeks following publication of the half-yearly figures 

for the financial year 2002 and the conversion price corresponds to the average taken over the last five 

trading days prior to the offer being made. Upon expiry of two and three years, Supervisory Board 

members had the option to in each case convert one half of their holding into company shares upon 

payment of the conversion price. The convertible bonds have a term of seven years from date of offer. 

Convertible bonds program 2002/2011 for Board of Management members and company employees is 

subject to the same conditions as the program for Supervisory Board members.



123 

In financial year 2004, the company at its General Meeting on April 22 of that year resolved upon a 

further convertible bonds program for members of the Supervisory Board (Convertible bonds program 

2004/2012). The same terms and conditions apply as in the case of the Convertible bonds program 

2002/2010. The Convertible bonds program for Board of Management members and company employees 

(Convertible bonds program 2002/2011) was extended for three years and is now designated as the 

“Convertible bonds program 2002/2014”. To provide an appropriate basis, Contingent capital 2004/I was 

approved by the General Meeting in the amount of EUR 50,000. 

The following table shows the development in convertible bonds in circulation in financial years 2008 

and 2007: 

Convertible bonds units numbers Weighted average 

exercise price 

outstanding on 01.01.07 85,673 4.64 

Exercised in 2007 44,173 4.01 

Repaid in 2007 3,000 6.18 

outstanding on 31.12.07 / 01.01.08 38,500 5.25 

Exercised in 2008 14,500 4.53 

outstanding on 31.12.08 24,000 5.68 

Details of convertible bonds outstanding on December 31, 2008 are summarized in the following table: 

Exercise price 

EUR 

Outstanding 

options 

Contractual validity 

in years 

Possible rights 

remaining 

to be exercised 

as of 31.12.2008 

board members 6.18 5,000 2.5 5.000 

total held by board 

members 

employees 

5,000 5,000 

3.52 4,000 1.7 4.000 

6.18 12,000 2.5 12,000 

3.97 3,000 2.9 3,000 

total held by employees 19,000 19,000 

total 24,000 24,000 

The obligations existing as a result of convertible bonds are reported in the balance sheet under the 

heading of convertible bonds. These liabilities have residual times to maturity of between 1.7 and 2.9 

years within which they can be converted. 

The expense recognized in accordance with IFRS 2 resulting from the valuation of the conversion rights 

carried by these convertible bonds amounted in financial year 2008 to EUR 0 (previous year: 

EUR 21,859). 

36. Convertible bonds held by board members 

On the relevant balance sheet closing date, board members who subscribed for convertible bonds held 

conversion rights to the following numbers of shares in ATOSS Software AG: 

37. pension provisions 

Pension costs were comprised as follows: 

The current service cost is reported in the income statement under marketing costs, while the cost of 

interest is reflected in the net interest. 

The actual return on plan assets in 2008 amounted to EUR - 46 (previous year: EUR -3,953). The expected 

return is to 4 percent. In consideration of the fact that the plan assets are invested in pension liability 

insurance policies with reputable insurers, the company considers this figure to be reasonable in the 

long-term. 

For the year 2009 the company expects pension expenses to stand at EUR 70,014. 

The obligation translates to the balance sheet as follows: 


unit numbers 


unit numbers 

Christof Leiber 5,000 5,000 

total 5,000 5,000 


euR 


euR 

Current service cost 66,652 85,467 

Cost of interest 79,356 72,041 

Less anticipated earnings on plan assets -25,563 -20,138 

Actuarial profits recognized -12,074 0 

pension expenses 108,371 137,370 


euR 



euR 


euR 


euR 

Defined benefits obligation 1,275,692 1,442,834 1,637,300 1,597,600 

Attributable fair value of plan assets -711,781 -567,755 -427,656 -290,006 

563,911 875,079 1,209,644 1,307,594 

Unrecognized actuarial profits and losses 612,939 337,472 9,589 -77,682 

pension provision 1,176,850 1,212,551 1,219,233 1,229,912



125 

The company assigned its claims arising from the pension liability insurance arranged to cover the 

pension commitment in 2005. 

The changes in the cash value of the defined benefits obligations are illustrated as follows: 

Defined benefits obligation effective January 1 1,442,834 1,637,300 

Cost of interest 79,356 72,041 

Current service cost 66,652 85,467 

Actuarial profits -313,150 -351,974 

defined benefits obligation effective december 31 1,275,692 1,442,834 

The changes in the fair value of plan assets are illustrated as follows: 

Attributable fair value of plan assets effective January 1 567,755 427,656 

Anticipated returns 25,563 20,138 

Employer’s contributions 144,072 144,052 

Actuarial profits and losses -25,609 -24,091 

Attributable fair value of plan assets effective december 31 711,781 567,755 

The figures for the current reporting period and the five preceding periods are as follows: 


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38. equity 

The development in equity is evident from the statement of changes in consolidated equity. The dividend 

paid in 2008 amounted to EUR 0.31 (previous year: EUR 0.24) per share. 

39. subscribed capital 

Issued shares in circulation 

The company’s capital is divided into 4,025,667 shares, each with a nominal value of EUR 1.00. All shares 

carry full voting and dividend rights. On average during the year there were 4,025,667 shares in circulation, 

less the average of 33,562 own shares held in treasury, leaving a total of 3,992,105 shares 

(previous year 3,975,237 shares). 


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Defined benefits obligation 1,275,692 1,442,834 1,637,300 1,597,600 1,299,440 

Plan assets -711,781 -567,755 -427,656 -290,006 0 

shortfall in cover 563,911 875,079 1,209,644 1,307,594 1,299,440 


Atoss software AG shares held by board members 

On the respective balance sheet closing dates, board members possessed the following holdings of 

ATOSS Software AG stock: 

31.12.2008 31.12.2007 

Andreas F.J. Obereder 1,981,184 1,981,184 

Peter Kirn 29,760 29,760 

Bernhard Dorn (deceased 2008) 0 25,000 

Rolf Baron Vielhauer von Hohenhau 0 5,675 

total 2,010,944 2,041,619 

Authorized capital 

By a resolution of the General Meeting on April 22, 2004, entered in the Commercial Register at the 

Municipal Court of Munich on June 11, 2004, the Board of Management is authorized, with the approval 

of the Supervisory Board, to increase the share capital of the company on one or more occasions on or 

before April 22, 2009 (inclusive) by a total of EUR 2,012,833 by issuing 2,012,833 new bearer shares in 

return for contributions in cash or kind, whereby the right of shareholders to subscribe may be excluded 

(Authorized capital 2004/I). 

Contingent capital 

By a resolution of the General Meeting on February 16, 2000, entered in the Commercial Register at the 

Municipal Court of Munich on March 10, 2000, the share capital was contingently increased by 

EUR 280,000 (Contingent capital 2000/I). This contingent capital relates to the Convertible bonds 

program 2000/2010. 

Furthermore, by resolutions adopted by the General Meetings on May 22, 2002, April 30, 2003, and April 

22, 2004, for the purpose of satisfying the conversion rights held by members of the Board of Management, 

managers of associated companies and other high-achieving personnel (Convertible bonds 

program 2002/2011, alternatively 2014) the share capital of the company was contingently increased by 

EUR 360,000 (Contingent capital 2002/I); also for the purpose of satisfying the conversion rights held by 

members of the Supervisory Board (Convertible bonds program 2002/2010) the share capital was 

contingently increased by EUR 50,000 (Contingent capital 2002/II). 

Finally, by a resolution adopted by the General Meeting on April 22, 2004, entered in the Commercial 

Register at the Municipal Court of Munich on June 11, 2004, for the purpose of satisfying the conversion 

rights held by members of the Supervisory Board (Convertible bonds program 2004/2012) the share 

capital was contingently increased by EUR 50,000 (Contingent capital 2004/I). 

40. Capital reserve 

The capital reserve on December 31, 2006 stood at EUR 362,241. In financial year 2007 the sum of 

EUR 518,611 was withdrawn from the capital reserve as a result of sales of treasury stock. While as a 

result of convertible bonds issued in previous years, in financial year 2007 the sum of EUR 21,859 was allocated 

to the capital reserve. As a result the capital reserve on December 31, 2007 stood at EUR - 134,511. 

In financial year 2008 the sum of EUR 113,942 was withdrawn from the capital reserve as a result of 

sales of treasury stock. On December 31, 2008 the capital reserve stood at EUR - 248,453.



127 

41. treasury stock 

In December 2000 the company bought back 27,285 shares from a former member of the Board of 

Management at a price of EUR 10.00 per share. This price was slightly below the then current market 

price of EUR 11.00. 

Following authorization by the General Meeting on May 20, 2001, in financial year 2001 some 21,715 

shares were bought back at prices of between EUR 4.50 and EUR 10.00. 

Own shares continued to be repurchased in financial year 2002 when 184,760 shares were acquired at a 

total price of EUR 1,470,244. 

In 2003, a further 18,000 shares were purchased at a price of EUR 15.34. Some 23,107 own shares held 

in treasury were utilized in financial year 2003 in respect of convertible bonds exercised in that year. 

In financial year 2004 some 75,718 own shares were utilized in this manner, and in financial year 2005 a 

further 80,544 own shares held in treasury were used to meet the needs of the convertible bonds 

program. 

In financial year 2007 some 44,173 treasury shares were utilized to service the convertible bonds 

program. 

In financial year 2008 some 14,500 treasury shares were utilized to service the convertible bonds 

program. Following authorization by the General Meetings on April 26, 2007 and April 29, 2008, in financial 

year 2008 some 51,513 shares were bought back at prices of between EUR 5.40 and EUR 8.00 per 

share. As of December 31, 2008, the company held 68,894 own shares in treasury (previous year 31,881) 

at an average price of EUR 8.17 (previous year EUR 12.75). As a result on the qualifying date there were 

3,956,773 shares in circulation (previous year 3,993,786). 

IV. notes to the income statement 

42. sales revenues 

The sales revenues were composed as follows: 

Included among the sales revenues is an amount of EUR 318,353 (previous year: EUR 20,401) arrived at 

in application of the percentage of completion method which is reported among trade receivables but 

not yet invoiced. This revenue figure compares with expenses in the amount of EUR 60,239 (previous 

year: EUR 14,337) comprising the costs directly and indirectly attributable to the relevant orders as well 

as costs which in accordance with contract may be billed to the customer. Project progress is calculated 

on the basis of costs incurred relative to scheduled costs, mirroring the manner in which sales 

revenues are realized. The profits on projects realized by the percentage of completion method and not 

yet billed amounted as of December 31, 2008 to EUR 258,114 (previous year: EUR 6,064). 

Overall in financial year 2008 the amount of EUR 1,569,309 (previous year: EUR 1,307,186) deriving from 

production orders was realized as sales revenues. 

The company has customers in all branches of industry as well as in the public sector. In financial years 

2008 and 2007 no single customer accounted for a proportion of 10 percent or more of total sales. 

The geographic breakdown of sales revenues was as follows: 

noteS to the Income Statement 

Software licenses 6,064,522 5,408,665 

Software maintenance 9,952,673 9,239,640 

total software 16,017,195 14,648,305 

Consulting 7,363,070 6,206,864 

Hardware 2,768,802 2,683,477 

Others 794,189 883,270 

total sales revenues 26,943,256 24,421,916 

Germany 23,933,312 22,289,213 

Austria 2,191,103 1,624,560 

Switzerland 724,375 375,864 

German-speaking territories in total 26,848,790 24,289,636 

Other countries 94,466 132,279 

total 26,943,256 24,421,916 


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129 

43. Cost of sales 

In addition to the material cost of goods bought for resale (hardware and other merchandise), the cost 

of sales also includes expenditure on external services as well as the personnel costs and overhead 

incurred in the provision of services by the Professional Services and Consulting departments. 

Material costs (goods for resale) 2,430,038 2,244,984 

Material costs (external services) 234,741 304,666 

Personnel costs 4,423,570 3,764,266 

Scheduled depreciation of property, plant and equipment 63,957 67,742 

Scheduled depreciation of intangible assets 19,250 17,882 

Overheads 1,688,902 1,482,534 

total 8,860,458 7,882,074 

44. Marketing costs 

The marketing costs include personnel costs and overheads attributable to marketing as well as advertising 

costs recognized as an immediate expense. 

Marketing personnel costs 3,657,787 3,461,803 



Marketing overheads 1,134,213 1,433,044 

Advertising costs 673,278 689,742 

total marketing costs 5,573,374 5,752,027 

45. Administration costs 

The general and administrative costs were composed as follows: 

Personnel costs 1,821,592 1,761,735 



Overheads 776,409 700,383 

total of general and administrative costs 2,649,586 2,543,245 


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46. expenditure on research and development 

The expenditure on research and development was composed as follows: 

47. personnel costs 

noteS to the Income Statement 

Research and development personnel costs 3,937,708 3,592,720 

Scheduled depreciation of property, plant and equipment 109,680 120,200 


Research and development overheads 1,051,705 897,573 

total of research and development costs 5,129,380 4,632,118 

Wages and salaries 11,733,290 10,582,289 

Social security contributions and expenditure on retirement pensions and welfare 2,107,367 1,976,375 

of which pension costs EUR 162,383 (previous year EUR 188,366) 

Costs of convertible bonds 0 21,859 

total 13,840,657 12,580,523 

48. financial investment income and expenditure 

The financial investment income essentially comprises interest earned on fixed-term deposits and 

Federal government securities with short times to maturity. 

In 2008 the company recorded financial expenses amounting to EUR 545,423 (previous year: EUR 53,230). 

These were essentially expenses incurred in connection with pension provisions in the amount of 

EUR 79,356 (previous year: EUR 72,041) and losses amounting to EUR 413,915 on an investment in gold 

(previous year: EUR 0). 

49. other operating income and expenses 

The other operating income and expenses essentially included income from the liquidation of 

reserves. 

50. Currency conversion 

Currency conversions in financial year 2008 resulted in costs in the amount of EUR 50,079 (previous 

year EUR 27,622) and earnings amounting to EUR 86,128 (previous year EUR 11,096). These are included 

among the other operating income and expenses. 


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131 

51. tax charge / tax income 

Current tax charge 1,494,796 1,744,545 

Deferred taxes 112,096 -50,637 

Tax income resulting from the liquidation of provisions formed for previous years -1,353 -22,908 

tax expenses 1,605,539 1,671,000 

52. earnings per share 

The figure for earnings per share is arrived at in accordance with IAS 33 by dividing the result for the 

year by the weighted average number of shares issued. To calculate diluted earnings per share, the 

average number of shares is increased with the inclusion of potential shares that may be issued as a 

result of convertible bonds, and the underlying net income for the year is increased by the net interest 

cost of the convertible bonds. 

Net income for the year 3,509,861 2,500,800 

Weighted average number of shares outstanding 3,992,105 3,975,237 

earnings per share 0.88 0.63 

Effect of the interest cost of convertible bonds on results 564 1,406 

Net income for the year after adjustment for dilution effects 3,510,425 2,502,206 

Dilution effect of convertible bonds 28,224 70,197 

Weighted average number of shares outstanding assuming dilution 4,020,329 4,045,434 

earnings per share (diluted) 0.87 0.62 


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V. segment reporting 

The company has only one uniform business segment within the meaning of IFRS 8 which comprises 

the creation, sale and implementation of software solutions directed towards the efficient deployment 

of personnel and which corresponds with the business segment identified in previous years in 

accordance with IAS 14. In accordance with the company’s strategy as a provider of end-to-end solutions 

to issues of working time management and personnel resource planning, these software solutions 

comprising software licenses, maintenance services, consulting services and the supply of 

hardware for time recording and access control purposes (merchandise for resale) are offered to 

customers as integrated packages and exhibit a comparable risk structure. These software solutions 

are employed both by small and medium-sized customers comprising the SME market and by highend 

small businesses and major customers who comprise the premium market. The choice of software 

solution is essentially dependent on the specific technical and functional requirements of the 

individual customer. The company’s endeavors in addressing the SME and premium markets differ 

only in terms of the marketing approach. 

The following tables illustrate the company’s sales revenues broken down by software solutions and 

the relevant contributions to operating profits. These ratios are of key importance for the management 

of group. 

The individual software solutions comprise: 

Segment reportIng 

• ATOSS Staff Efficiency Suite (ASES) and ATOSS Startup Edition (ASE): ASES and ASE are working 

time management and personnel resource planning solutions for customers of all sizes in all 

industries. Alongside these software solutions, other services are generally also provided to 

implement the solutions at the customer’s place of business and train the customer’s employees. 

In addition consulting services are rendered with the object of making meaningful use of the 

available scope and developing optimum solutions for the efficient deployment of personnel under 

specific operating conditions and in consideration of works agreements and industry-wide pay 

deals. The company also sells hardware components for time recording and access control 

purposes. 

ASES/ASE software is used in conjunction with all major standard system platforms and databases. 

Moreover thanks to the extensive facility to define customer-specific parameters these 

solutions are capable of satisfying even the most sophisticated requirements of customers irrespective 

of size and sector. 

• ATOSS Time Control (ATC): ATC offers a software solution to working time management and personnel 

resource planning for small and medium-sized customers as well as large but decentrally 

organized clients. Likewise in conjunction with ATC, ATOSS offers software implementation and 

training services as well as consulting services to optimize efficient personnel deployment. 

Merchandise including hardware and recording media is also available. ATC software is installed 

on the Microsoft Windows system platform in association with standard SQL databases and is 

particularly user-friendly and convenient for small to medium-sized customers as well as large 

decentralized organizations.



133 

The sales revenues were composed as follows: 

ATOSS Staff Efficiency Suite (ASES) and ATOSS Startup Edition (ASE) 24,580,798 22,582,950 

ATOSS Time Control 2,362,458 1,838,966 

total 26,943,256 24,421,916 

Earnings before interest and taxes (EBIT) were composed as follows: 

ATOSS Staff Efficiency Suite (ASES) and ATOSS Startup Edition (ASE) 4,723,645 3,299,875 

ATOSS Time Control 322,079 429,998 

operating profit 5,045,733 3,729,873 

The result recorded for ATC was lower than in the previous year. This was attributable to higher cost 

allocations in this area in 2008 relative to those allocated in 2007. Had similar cost allocation structures 

applied in 2007, the operating result (EBIT) for this product in 2007 would have amounted to EUR 291,830. 

Similarly, EBIT for the ASES/ASE product area in 2007 would have been EUR 3,438,043. 

The geographic breakdown of group revenues is listed in section 42. The non-current assets are essentially 

held in Germany. In financial years 2008 and 2007 no single customer accounted for a proportion 

of 10 percent or more of total sales. 


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VI. notes to the cash flow statement 

noteS to the caSh flow Statement 

53. Cash flow from business operations 

The cash flow from operating activities for the period from January 01 to December 31, 2008 amounted to 

EUR 2,501,331 (previous year: EUR 4,152,049) and was thus EUR 1,650,718 lower than in the year before. 

Positive factors contributing to the cash flow from operations included the profits in financial year 2008 

which were higher than the year before, the change in deferred taxes and deferred revenues and the 

non-cash depreciation. Negative effects came from the reduction in tax provisions and trade accounts 

payable and the increase in trade receivables and other current assets. Despite the increase in receivables, 

the average time to receipt of 39 days (previous year: 36 days) may be regarded as low. 

Since the company does not finance its investments by borrowing, interest income and expenses are 

allocated in full to the cash flow from business operations. 

Similarly, operating taxes also impact in full on the cash flow from operations. 

54. Cash flow from investment activities 

The cash flow from investment activities for the period from January 1 to December 31, 2008 amounted 

to EUR -448,001 (previous year EUR -649,791) and was thus EUR 201,790 higher than in the year before. 

This cash flow relates entirely to investment disbursements. 

55. Cash flow from financing activities 

The cash flow from financing activities for the period from January 01 to December 31, 2008 amounted 

to EUR -1,520,685 (previous year EUR -818,814) and was thus EUR 701,871 lower than in the year before. 

In 2008 this figure was comprised of the dividend payment amounting to EUR 0.31 per share (previous 

year: EUR 0.24), disbursements amounting to EUR 340,942 (previous year: EUR 0) for the purchase of 

treasury shares and payments received for the sale of treasury shares amounting to EUR 59,069 

(previous year: EUR 134,534).



135 

VII. other information 

56. supervisory board 

The members of the Supervisory Board are: 

Peter Kirn Chairman, corporate consultant, Böblingen 

Fritz Fleischmann Deputy Chairman, managing director, Grünwald 

Rolf Baron Vielhauer von Hohenhau President of the Bund der Steuerzahler in Bayern e.V., 

Munich. 

On December 31, 2008, the members of the Supervisory Board held other supervisory board positions 

with the following companies: 

Peter Kirn businessMart AG, Stuttgart 

Integrata AG (formerly: UNILOG Integrata Training AG), Stuttgart 

Fritz Fleischmann itelligence AG, Bielefeld 

In addition, Mr. Kirn is also a member of the Advisory Board of timetoact GmbH, Cologne; Baron Vielhauer 

von Hohenhau is a member of the Administrative Board of Stadtsparkasse Augsburg. 

Mr. Bernhard Dorn, Deputy Chairman of the Supervisory Board, passed away on February 10, 2008. By 

a resolution adopted by the Municipal Court of Munich, Mr. Winfried Wolf of St. Gallen was appointed as 

a member of the Supervisory Board on February 18, 2008. At the General Meeting held on April 29, 2008, 

Mr. Peter Kirn, Rolf Baron Vielhauer von Hohenhau and Mr. Fritz Fleischmann were appointed to form 

the new Supervisory Board. At the constituent meeting of the Supervisory Board that followed the 

General Meeting, Mr. Peter Kirn was elected as Chairman of the Supervisory Board and Mr. Fritz 

Fleischmann was chosen as his Deputy. 

Baron Vielhauer von Hohenhau stepped down from his supervisory board post at ce Global Sourcing AG 

(formerly ce Consumer Electronic AG), Munich, in financial year 2008. 

The remuneration paid to Supervisory Board members was composed as follows: 

peter Kirn 2008 

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Remuneration pursuant to the Articles of Association 20,000 20,000 


total 27,500 27,500 

fritz fleischmann 2008 

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Remuneration pursuant to the Articles of Association 15,000 0 


total 21,000 0 


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Rolf baron Vielhauer von hohenhau 2008 

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Remuneration pursuant to the Articles of Association 10,000 10,000 


total 13,750 13,750 

Winfried Wolf 2008 

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Remuneration pursuant to the Articles of Association 5,000 0 


total 6,500 0 

bernhard dorn 2008 

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Remuneration pursuant to the Articles of Association 5,000 20,000 

Attendance allowances 0 7,500 

total 5,000 27,500 

In financial year 2008, as in the preceding year, there were no payments made for consultancy work 

beyond the scope of Supervisory Board activities. 

57. Management board 

The members of the Board of Management are: 

Andreas F.J. Obereder Chief Executive Officer, businessman, Grünwald 

Christof Leiber Member of the Board of Management, lawyer, Munich 

The remuneration paid to the Board of Management in the financial year was composed as follows: 

Andreas f.J. obereder 2008 

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other InformatIon 


Salary 290,000 290,000 

Miscellaneous 


98,418 95,775 




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137 

Christof leiber 2008 

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Salary 150,000 141,250 

Miscellaneous 


42,978 37,546 



The profit-share payments shown here relate to entitlements deriving from the achievement of targets 

in the respective financial year. Given that these entitlements are confirmed only after the financial year 

has ended, actual payments may deviate. The miscellaneous amounts include insurance premiums 

paid by the company and the benefit in money’s worth of other ancillary items such as the provision of 

company cars. 

As of December 31, 2008 there were deferred liabilities to members of the Board of Management 

amounting to EUR 177,883 in respect of variable remuneration elements not yet paid (previous year: 

EUR 160,068). 

58. business transactions with closely related persons 

A business relationship exists with the wife of the Chief Executive Officer, from whom the company 

rents business premises in Meerbusch. These premises comprise 1,176 square meters of office space 

which are rented at a cost of EUR 228,804 per annum (previous year EUR 228,804) including ancillary 

costs. The company is satisfied that these are standard market terms. 

Moreover the wife of the Chief Executive Officer provides services to the company. In 2008 the value of 

services provided amounted to EUR 9,308 (previous year EUR 14,974). These are standard market 

terms. 

In the 2008 reporting period, as in the preceding year, no further transactions took place with members 

of the Board of Management, Supervisory Board or other affiliated persons other than those specified 

in section 56 (Supervisory Board), section 36 (Convertible bonds held by board members) or section 37 

(Pension provisions). 

59. employees 

As of December 31, 2008 the company employed 226 persons (previous year 195). The average for the 

year was 214 (previous year 189); excluding the Board of Management, trainees and interns, the average 

number of employees was 200 (previous year 172). 


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The quarterly average number of employees was as follows: 

60. Auditors’ fees 

The following fees paid to Ernst & Young AG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft 

Stuttgart, Munich branch, and associated companies for auditing, verification and valuation 

services and tax consultancy were recognized as expenses: 

No further payments were made to the auditors. In April 2008 the company received an auditors’ independence 

declaration from Ernst & Young AG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft 

Stuttgart, Munich branch. 

61. financial obligations 

The financial obligations relate to rental and leasing contracts. 

other InformatIon 

2008 2007 

Sales and marketing 39 37 

Consulting 62 56 

Development 78 63 

Administration 35 33 

total 214 189 

Of which trainees 6 7 

Of which temporary staff and interns 6 8 

Of which Board of Management members 2 2 

Audit of the annual financial statements 62,000 53,500 

Of which for the individual financial statements EUR 31,000 

(previous year: EUR 26,750) 

Of which for the consolidated financial statements EUR 31,000 

(previous year: EUR 26,750) 

Other verification and valuation services 0 6,000 

total of fees 62,000 59,500 

The company leases its vehicle fleet as well as servers from various leasing companies. The arrangements 

are classified as operating leases since essentially all risks and rewards associated with ownership 

remain with the lessor. In individual cases expiring leases may be extended. No provision is made 

for an option to buy at the end of the term. Pursuant to IAS 17.33 the lease payments are recognized over 

the relevant periods in linear fashion as expenses in the income statement. The lease contracts have an 

average term of between three and five years. 

The company’s office premises are rented. The lease and rental contracts include no purchase options 

or price adjustment clauses. 


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139 

The financial obligations in respect of rents and lease payments for the coming financial years are 

composed as follows: 

Rents other rents and lease payments 

2009 657,692 474,002 

2010 to 2012 175,064 445,004 

post 2012 0 0 

The overall costs of all rental and lease agreements in financial year 2008 amounted to EUR 1,309,087 

(previous year: EUR 1,157,837). 

62. objectives and methods of managing financial risk 

The company regards equity as an essential management parameter in guarding against economic, 

sector- and company-specific risks. Therefore the company’s financial strategy is directed towards 

maintaining a level of equity commensurate with such risks. 

The group manages its capital structure and makes adjustments in consideration of changes in the 

economic climate. In order to maintain or modify its capital structure, the group can adjust its dividend 

payments to shareholders, or make a repayment of capital to the shareholders, or issue new shares. As 

of December 31, 2008 no changes had been made in the group’s objectives, policies or procedures; nor 

had such changes been made as of December 31, 2007. Further information on how the capital structure 

of the group is managed is contained in the Management Report. 

The principle financial liabilities of which the group avails itself are trade accounts payable. The main 

purpose of these financial liabilities is to finance the business activities of the group. The group has 

various financial assets at its disposal including for example trade accounts receivable and cash and 

cash equivalents which derive directly from its business activities. 

The group disposes over no derivative financial instruments. In accordance with internal policy, the group 

did not engage in any trading in derivatives in financial years 2008 or 2007, nor will it do so in future. 

The essential risks to the group arising from financial instruments comprise liquidity and credit risks. 

To manage these credit risks the group enters into transactions exclusively with creditworthy third 

parties. All customers with whom the group wishes to enter into credit-based transactions are subjected 

to credit checks. In addition the trade accounts receivable are permanently monitored with the result 

that the group is not exposed to any significant risk of default. The maximum default risk is limited to 

the book value detailed in Note 25. In the case of the group’s other financial assets such as cash and 

cash equivalents, the maximum credit risk in the event of a counterparty default equates to the book 

value of these instruments. 

Moreover the group also permanently monitors the risk of a liquidity squeeze. 

The strategies and procedures adopted by company management for the purpose of managing risks of 

varying types are described in the Management Report. 

63. events after the balance sheet closing date 

After the balance sheet closing date between January 7 and January 22, 2009 the company purchased 

4,205 own shares at a cost of EUR 30,415. There have been no further reportable events of particular 

import subsequent to the closing date. 

64. German Corporate Governance Code 

The Board of Management and Supervisory Board issued a declaration of conformity with the German 

Corporate Governance Code as required by § 161 of the German Stock Corporation Act on December 3, 

2008. The full text of the declaration is available on the Internet at http://www.atoss.com/NR/ 

rdonlyres/3F7A93B3-1AD5-430F-B4D2-941E73771790/0/ATOSS_Entsprechenserklaerung_pdf_2008. 

pdf. The Management and Supervisory Boards each year study and form an opinion on the recommendations 

of the German Corporate Governance Code and report their findings in the Annual Report. 

65. notifiable participating interests 

In financial year 2008 the company received no notifications regarding changes in participating interests 

pursuant to §§ 21 ff. of the German Securities Trading Act. 

66. Approval of the consolidated financial statements 

The present annual financial statements were approved on January 30, 2009, by the Board of Management 

and submitted to the Supervisory Board which may make alterations to the said statements up to 

and including the time of the Supervisory Board meeting to adopt the accounts on February 26, 2009. 

The Board of Management is satisfied that all of the information given conveys an impression of the 

economic situation of the company, its net assets, financial position and earnings situation and its cash 

flow which accords with the true circumstances. 

67. Appropriation of net income 

The Board of Management and Supervisory Board propose that the surplus net income from the past 

financial year in the amount of EUR 5,092,543 should be used to pay a dividend of EUR 0.44 per dividendbearing 

share. On the basis of information currently available the company anticipates that the dividend 

will be subject to withholding tax at 25 percent plus a solidarity surcharge due thereon of 5.5 percent. 

Taxes in the amount of EUR 0.11 per share would thus be withheld by the Company. 

The remainder of the net income will be carried forward to new account. 


Andreas F.J. Obereder Christof Leiber 

other InformatIon


AudIt opInIon I deClARAtIon byunteRnehMen the leGAl RepResentAtIVes 

und MIssIon 141 

AudIt opInIon 

We have audited the consolidated financial statements 

prepared by ATOSS Software AG, Munich, comprising the 

balance sheet, the income statement, the cash flow statement, 

the statement of changes in equity, the notes to the 

consolidated financial statements, together with the group 

management report for the fiscal year from January 1 to 

December 31, 2008. The preparation of the consolidated 

financial statements and the group management report in 

accordance with IFRSs as adopted by the EU, and the additional 

requirements of German commercial law pursuant to 

Sec. 315a (1) HGB [„Handelsgesetzbuch“: „German Commercial 

Code“] are the responsibility of the parent company’s 

management. Our responsibility is to express an opinion on 

the consolidated financial statements and on the group 

management report based on our audit. 

We conducted our audit of the consolidated financial statements 

in accordance with Sec. 317 HGB and German generally 

accepted standards for the audit of financial statements 

promulgated by the Institut der Wirtschaftsprüfer [Institute 

of Public Auditors in Germany] (IDW). Those standards 

require that we plan and perform the audit such that 

misstatements materially affecting the presentation of the 

net assets, financial position and results of operations in the 

consolidated financial statements in accordance with the 

applicable financial reporting framework and in the group 

management report are detected with reasonable assurance. 

Knowledge of the business activities and the economic 

and legal environment of the Group and expectations as to 

possible misstatements are taken into account in the determination 

of audit procedures. The effectiveness of the 

accounting-related internal control system and the evidence 

supporting the disclosures in the consolidated financial 

statements and the group management report are examined 

primarily on a test basis within the framework of the audit. 

The audit includes assessing the annual financial statements 

of those entities included in consolidation, the determination 

of entities to be included in consolidation, the accounting and 

consolidation principles used and significant estimates made 

by management, as well as evaluating the overall presentation 

of the consolidated financial statements and the group 

management report. We believe that our audit provides a 

reasonable basis for our opinion. 

Our audit has not led to any reservations. 

In our opinion, based on the findings of our audit, the consolidated 

financial statements comply with IFRSs as adopted by 

the EU, the additional requirements of German commercial 

law pursuant to Sec. 315a (1) HGB and give a true and fair view 

of the net assets, financial position and results of operations 

of the Group in accordance with these requirements. The 

group management report is consistent with the consolidated 

financial statements and as a whole provides a suitable 

view of the Group’s position and suitably presents the opportunities 

and risks of future development. 


Ernst & Young AG 

Wirtschaftsprüfungsgesellschaft 

Steuerberatungsgesellschaft 

Müller Marxer 

Wirtschaftsprüfer Wirtschaftsprüfer 

[German Public Auditor] [German Public Auditor] 

deCl ARAtIon by the 

leGAl RepResentAtIVes 

We hereby give an assurance to the best of our knowledge and belief that in accordance 

with the applicable reporting standards the consolidated annual financial 

statements and consolidated management report for ATOSS Software AG and the 

annual financial statements and management report for ATOSS Software AG, 

Munich, each convey an impression of the net assets, financial position and earnings 

situation of the Group and of ATOSS Software AG which accords with the true facts; 

and that the development in business including the results and the situation of the 

Group and of the company are so described in the consolidated management report 

and in the management report for ATOSS Software AG, Munich, as to convey an 

impression which likewise accords with the true facts; and that the essential opportunities 

and risks associated with the anticipated development of the Group and of 

ATOSS Software AG are so described. 


Andreas F.J. Obereder Christof Leiber


unteRnehMen CoRpoRAte und CAlendAR 

MIssIon 143 

CoRpoRAte CAlendAR 

March 12, 2009 Publication Annual Financial Statements 

March 12, 2009 Annual Press Briefing 

April 23, 2009 Press Release three months‘ statement 

April 30, 2009 Annual General Meeting, City Hilton, Rosenheimerstr. 15, Munich 

May 15, 2009 Publication three months‘ statement 

July 23, 2009 Press Release six months‘ statement 

August 14, 2009 Publication six months‘ statement 

October 22, 2009 Press Release nine months‘ statement 

November 13, 2009 Publication nine months‘ statement


unteRnehMen und MIssIon IMpRInt 

145 

Atoss loCAtIons 

COMPANY HEADQUARTERS 

ATOSS Software AG 

Am Moosfeld 3 

D-81829 Munich 

Fon + 49. 89. 4 27 71 - 0 

Fax + 49. 89. 4 27 71 - 100 

www.atoss.com 

REPRESENTATIONS 

Düsseldorf 

Robert-Bosch-Straße 14 

D-40668 Meerbusch 

Fon + 49. 21 50. 9 65 - 0 

Frankfurt 

Building Sigma 

Lyoner Straße 20 

D-60528 Frankfurt/Main 

Fon + 49. 69. 66 05 99-0 

Hamburg 

Osterbekstraße 90a 

D-22083 Hamburg 

Fon + 49. 40. 27 81 63 - 0 

Stuttgart 

Zettachring 10a 

D-70567 Stuttgart 

Fon + 49. 711. 7 28 73 20 - 0 

AFFILIATED COMPANIES 

Germany 

ATOSS CSD Software GmbH 

Rodinger Straße 19 

D-93413 Cham 

Fon +49. 99 71. 85 18-0 

Austria 

ATOSS Software Ges.mbH 

Landstraßer Hauptstraße 71/2 

A-1030 Vienna 

Fon + 43. 1. 7 17 28-334 

Switzerland 


Leutschenbachstrasse 95 

CH-8050 Zurich 

Fon + 41. 44. 308 39-56 

Romania 

ATOSS Software SRL 

Str. Diaconu Coresi nr. 31 

RO-300588 Timisoara 

Fon +40. 356. 71 01 82 

IMpRInt 

RESPONSIBLE 


Am Moosfeld 3 


Fon + 49. 89. 4 27 71 - 0 

Fax + 49. 89. 4 27 71 - 100 

www.atoss.com 

CONTACT INVESTOR RELATIONS 


Investor Relations 

Christof Leiber 

Fon + 49. 89. 4 27 71 - 265 

Fax + 49. 89. 4 27 71 - 100 

Christof.Leiber@atoss.com 

DESIGN 

designfactory-munich.de 

Michael Steiner 

PHOTOGRAPHY 


Customers of ATOSS Software AG 

Deutsche Bahn AG, Stefan Warter (page 29/30) 

Michael Steiner (page 24/25)

146 

geSchÄftSBerIcht 2008 

«Our products and technologies generate high efficiency 

gains for our customers within comparatively short 

periods of time. Satisfied reference customers enjoying 

long term success are the best proof thereof. On the 

financial side, all relevant parameters reflect exceptional 

soundness in connection with consistent growth. 

Especially in the current economic environment, this 

combination represents a convincing offering, the sum 

of which results in considerable gains in revenues, profit 

and orders on the books. With a look to the 2009 financial 

year, we assume a continuation of revenues and profit on 

the record level of the year 2008.» 

Christof Leiber 

Member of the Board of Management 

ATOSS Software AG

148 

geSchÄftSBerIcht 2008 


Am Moosfeld 3 


Fon + 49. 89. 4 27 71 - 0 

Fax + 49. 89. 4 27 71 - 100 

info@atoss.com 

www.atoss.com

of 20 percent - Atoss AG

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