Dear Shareholders, Dear Sir or Madam,

Transcription

1 9-MONTHLY REPORT P&I PERSONAL & INFORMATIK AG 1 APRIL DECEMBER 2009

2 9-Monthly Report P&I AG Foreword from the Board of Directors Vasilios Triadis CEO / Chairman of the Board Dear Shareholders, Dear Sir or Madam, We experienced radical changes to both our business and the economy during the first decade of this new century. The internet is having a stronger influence on our daily lives than ever before. It has become mobile and interactive. Today, the users not only want to be consumers, but want to be interactive within these information platforms as well. We are of the opinion that every second internet user is publishing details about his/her life with different online communities. This appears to be normal nowadays yet it was inconceivable just a few years ago and it was also rejected for data protection reasons. The biggest crisis in the post-war era came along in the middle of this exciting "digital decade" and the consequences mean that many companies and even complete economies will continue to suffer for a long time to come. This crisis has made it plain to all that an economic system cannot function without mutual trust and without credibility. It is extremely clear to us that we, being a medium-sized company, will only continue to be successful if we remain both creative and flexible, respond quickly and continue to radiate competence and credibility. This includes the younger members of our P&I team in addition to staff with expertise gained over many years many of whom have actually been with us for more than 15 years. They all have extensive knowledge of our products and our customers and they are all competent in their jobs. We are proud of this and this is also the reason why we are able to push through our prices in the market. We are able to realise this because we provide genuine quality. During the first nine months of fiscal 2009/2010 (April 1, 2009 to December 31, 2009) we generated sales totalling 47.2 million euros and this was an increase of 7.6% on the previous year s value. Earnings before tax and interest (EBIT) grew by 9.9% to 11.5 million euros. Could we still be able to achieve our goals despite the crisis? Yes, this will still be possible due to our proven creativity and flexibility. The company s reduced willingness to make investments during the crisis has given us the chance to make a breakthrough in our licensing business and win new customers. We had to react quickly and were able to implement this breakthrough with our existing customers thanks to our competence and credibility and by addressing our existing customers with intelligent software upgrades as well as the intensification of the consulting business with regard to improving our customer support were the significant factors that contributed to this successful growth. 2

3 Foreword from the Board of Directors 9-Monthly Report P&I AG Consulting sales increased by 16.4% to 15.7 million euros. License sales totalling 11.9 million euros was not the severe drop that we feared. This was merely 12% below the level recorded during the previous year. Our software maintenance contracts generated sales totalling 18 million euros, which is an increase of 15.6% and represents a 38% share of our overall sales. These figures clearly illustrate the impressive success of our "Service is our Success" slogan in times of falling market data. We see the forthcoming decade as the really important digital decade. The major IT companies are continuing to amalgamate to become from a single-source providers. We will continue to concentrate on our strengths. We will continue to highlight our role as a medium-sized IT company, in which a culture of trust predominates, a culture in which our staff feel at ease and a culture in which they are both respected and valued. This is absolutely imperative otherwise it will only be figures, data and facts that are dominant. On this basis we want to be in the position in the future to be able to offer quality products together with a highly motivated and experienced staff that will enable us, being a niche provider, to continue to record successful sales and profit growth in the human resources sector. We will do everything and use all of our powers and sustainability in the future to ensure that we realise this goal. Yours faithfully Vasilios Triadis P&I AG CEO / Chairman of the Board 3

4 9-Monthly Report P&I AG Key Figures Group Key figures acc. to IFRS Change Change 000 euro / not verified Percent Group sales 47,159 43,824 3, % Earnings before depreciation (EBITDA) 13,351 12,131 1, % Earnings before interest and taxes (EBIT) 11,496 10,461 1, % Operating result for the group according to (DVFA/SG) 8,187 7, % Number of Employees (Average) % EPS (DVFA/SG) % Highlights Growth recorded in both sales and EBIT Group sales increased by 7.6% in the first nine months of fiscal 2009/2010 to 47.2 million euros (previous year: 43.8 million euros). The P&I Group improved the operating result by 1 million euros to 11.5 million euros during the same period (previous year: 10.5 million euros), which represents a margin of 24.4% (previous year: 23.9%). The high-profit maintenance business and a strong service business proved to be the major growth engines. The ELENA system has now been integrated in P&I LOGA The ELENA (electronic payment certificate) system is a system that controls the access to State services that are needed for processing employer s income statements and other employment records. As from January 1, 2010 employers are now able to report the certificate-relevant data electronically directly from P&I LOGA. Share price development P&I s share price continues to develop positively. It was at 11 euros at the start of the fiscal year and it closed at 18 euros at the end of Taking the dividends of 1 euro per share distributed on September 2, 2009 into account, this represents an increase of over 70%. 4

5 Management Report 9-Monthly Report P&I AG Orders and Sales After recording sales of 15.1 million euros in the first quarter (previous year: 15.6 million euros) and 15.1 million euros as well in the second quarter (previous year: 13.7 million euros) sales in the third quarter of fiscal 2009 / 2010 amounted to 17.0 million euros (previous year: 14.5 million euros). Sales totalling 47.2 million euros were recorded for the 9-month period and these were virtually 8% above the level realised during the previous year (43.8 million euros). A strong service business and growth in the high-profit maintenance business were the significant factors that contributed to this success. Overall licensing sales dropped back as expected due to a negative one-off effect posted in the previous year. Therefore we can safely say that the P&I Group has maintained its position very well despite the economic and financial crisis. Licensing sales amounted to 11.9 million euros (previous year: 13.6 million euros). The previous year s licensing business included a special project valued at 1.5 million euros. Projects of this size were not expected to materialise during this fiscal year. Due to the application of the PoC method (sales realisation according to the degree of completion), the initial sales impact of the newly acquired major project will only start at the end of this fiscal year or during the coming two fiscal years. The licensing business share of total Group sales amounts to 25%. Revenue of 18.0 million euros was generated by the maintenance business. Year-on-year, this represents an increase of 2.4 million euros or 15.6% and corresponds to a 38% share of overall Group sales. The excellent maintenance business is mainly the result of the successful licence sales realised during the previous year. The acquisition-contingent maintenance sales amount to 0.8 million euros (pro rata regarding P&I Zeitmanagement GmbH as well as JET PABIS NG). An increase should also be recorded in the service business. Shown here are revenues from seminars and training courses in addition to those arising from introductory projects and from ongoing support for existing customers. The end-of-year seminars were successfully embraced by our customers, as is customary in the third quarter, and they generated sales of 1.0 million euros. P&I increased the comparable previous year's result by 2.2 million euros to 15.7 million euros and 34% of sales were generated by our Consulting/SI business sector. Incoming orders (licenses, consulting and maintenance) amount to 36.7 million euros, which is clearly well above the previous year's level (32.8 million euros). Orders on hand include a future maintenance income of 23.8 million euros (previous year: 21.7 million euros) over the next 12 months. Segment results Segment reporting is now carried out by applying the "through the management s eyes" approach. Please refer to the explanatory notes contained in Item 4 in the Notes to the financial statement issued on March 31, 2009 for an explanation of the segmentation. The German business segment was enlarged by the acquisition of P&I Zeitmanagement GmbH on May 1, The Board of Directors monitors each business segment's operating results separately, in order to determine the allocation of resources and to undertake an evaluation of the earning power of each segment The earning power of each individual segments is assessed on the basis of its operating result (EBIT). Segment EBIT and Group operating result (EBIT) are measured in conformity with IFRS. Finance costs, finance revenues and taxes on income are managed at Group level. 5

6 9-Monthly Report P&I AG Management Report The segment result is set out as follows: 000 euros to to Germany with third parties 36,877 35,675 with other segments 2,276 1,375 Total 39,153 37,050 Austria with third parties 5,669 4,646 with other segments 0 0 Total 5,669 4,646 Other foreign countries with third parties 4,613 3,503 with other segments 0 0 Total 4,613 3,503 Eliminations -2,276-1,375 Group 47,159 43,824 EBIT Germany 8,901 10,401 Austria Other foreign countries 1, Total 11,496 10,461 Financial Result Group Result before tax 11,707 11,284 Profit situation and cost development The operating result of 11.5 million euros increased by 1.0 million euros when compared to the previous year s result. The EBIT margin now amounts to 24.4% as compared to 23.9% for the previous year. Moderate cost increases were recorded and, as opposed to the first two quarters, these could only be compensated for in the third quarter as a result of the increase in overall sales. The 17.4% (previous year 17.6%) reduction in the return on sales can be attributed to the reduction in the financial result, when compared to the previous year. 6

7 Management Report 9-Monthly Report P&I AG The Group earnings situation is determined by the parent company and domestic business. The acquisition of P&I Zeitmanagement GmbH in Höxter contributed to the costs incurred during the fiscal year in this case. In addition to this the costs incurred by the new Slovakian branch in Zilina during the previous year have not yet been included in the overall annual fiscal report. Furthermore, one-off costs were accumulated in conjunction with investor-relations activities. P&I Zeitmanagement GmbH was included in the German segment for the first time. Foreign business has increased, when compared to the previous year, and this is reflected in both foreign segment results. Migration sales amounting to 0.8 million euros were generated in our Austrian segment, which was generated predominantly by customers from both acquisitions that were made during the last fiscal year. Consulting services provided for a major project in the Netherlands are responsible for the increase in sales and the good segment results in the other foreign countries. A good 22.6% (previous year: 3.3%) of the operating result was generated by P&I Group's foreign business. Research & Development A strong product is the prerequisite for sustainable development. P&I has established itself in the HR market with five strong brands. With P&I LOGA, P&I HCM and P&I PLUS, P&I possesses a valuable portfolio of brands in the European software industry. With P&I SMART, P&I has separated off the lower part of its market segment. Our P&I TIME stand-alone solution has established P&I as the expert in the time management sector. An investment of 9.1 million euros (previous year: 9.0 million euros) was made in Research and Develop - ment for product improvement, updates based on legislation changes and collective bargaining arrangement-agreements and the development of new technologies. This corresponds to 19.4% of total sales (previous year: 20.5%). Additional development costs where incurred, when compared to the previous year, from the expansion of our Slovakian development centre and the acquisition of P&I Zeitmanagement GmbH and the new P&I Time product. On the other hand we also recorded savings in both personnel and travel costs. The new P&I Scout Pro module is designated as one of the first halfyear s projects in addition to the further development of our HR control centre. P&I Scout Pro has enabled P&I to release a new function within our P&I LOGA product. The module provides the option to create a simple and fast evaluation method and to display it graphically. Whether it is downtimes or overtime statistics: P&I Scout Pro will create the evaluation directly from the basic personal data, travel costs or the applicant management module in P&I LOGA. Legislation changes will create another development focal point. Accounting relevant matters such as federal contributions for legal health insurance or supporting short-time working have been incorporated in our Economic Packet II. The latest accounting-relevant measures have been effective since July 2009 and P&I therefore decided to implement a maintenance release during the course of the year. P&I LOGA User can now be used throughout the European SEPA (Single Euro Payment Area) payment area. The development activities undertaken during the third quarter have been fully in keeping with the beginning of the new year and the legislation changes to be introduced on January 1, As from January 1, 2010 the ELENA (electronic payment certificate) system will become the third obligatory electronic process in use in addition to DEÜV and ELSTER. The ELENA process application area law covers five payment certificates together with their corresponding administrative processes. The employers, in the form of a multi-functional income data record, will report the payment certificate dates to the central data registry every month. An office calling up the relevant payment data provided by the central data registry will be permitted to access it provided that the participant has granted prior permission. 7

8 9-Monthly Report P&I AG Management Report The new standard-data import option in P&I LOGA, the Municiple update, means that HR administrators now have a tool in their hands that will now enable them to easily upload their data to the payroll accounting and HR software in all German municipalities and tax offices. This will be a great help not only to major computer centres, but to large companies as well. Assets and profit The financial crisis has increased the importance of securing liquidity enormously over the last few months. The P&I Group has paid due attention to this fact. The financial situation of the Group remains sound. The Group has had no need for short-term refinancing and has access to sufficient financial resources for the future development of the concern. The cash flow account clarifies the increase in cash and cash equivalents by 7.0 million euros in the first nine months of fiscal 2009 / This can be initially characterised by shifting financial assets available for sale into cash and cash equivalents amounting to 16.8 million euros available for investments. This reduces the effect of the payment made for the purchase of P&I Zeitmanagement in Höxter and this outweighs the business related payments made in operational areas. Financing included the payment of 7.5 million euros as the dividend distribution to our shareholders. Thereafter remains a holding of liquid assets and liquid asset equivalents totalling 13.5 million euros. The cash flow from operating activities improved from 2.6 million euros to 0.3 million euros. Payments, especially those from personnel cost provisions and tax prepayments exceeded the proceeds from the ongoing business. As the maintenance invoices are always sent out at the start of the calendar year, the payments for fiscal 2009/2010 will only start to flow in the 4th quarter of P&I s fiscal year. The cash flow from investment activities increased from -1.3 million euros recorded in the comparable period during the previous year to 15.4 million euros. The P&I Group placed part of the funds from Maintenance annual income for 2009 in money market funds and term deposits with a term of more than three months. However, as the money is still available it has been added to the liquid funds. In addition to this, the cash balance for investments includes the payment for the purchase of P&I Zeitmanagement GmbH in Höxter. The cash flow from the financing activities amounted to -8.1 million euros (previous year: -5.3 million euros) and this includes the dividend distribution (7.5 million euros as opposed to 4.6 million euros in the previous year) as well as the share buyback scheme (0.5 million euros). Holding liquid assets and available-for-sale financial assets to the amount of 22.9 million euros (March 31, 2009: 33.2 million euros) means that the P&I Group is in a solid position. This guarantees the Company's independence - especially in times of economic and financial crisis. The P&I Group s balance sheet has been reduced by 21.5% and amounts to 47.9 million euros (March 31, 2009: 61.0 million euros). The worth of the P&I Group s long-term assets amounted to 11.4 million euros (March 31, 2009: 10.5 million euros), thus recording an increase of 0.9 million euros in the year under review. This is attributable to the purchase of P&I Zeitmanagement GmbH in Höxter. This activated a customer base valued at 1.3 million euros, software valued at 0.3 million euros and goodwill worth 0.8 million euros. This reduces the effect of the depreciation and the current impaired value in fiscal 2009/2010. The value of the short-term assets dropped by 14.0 million euros to 36.5 million euros due to the outflow of funds from the operating activities, company acquisitions and the dividend distribution. 8

9 Management Report 9-Monthly Report P&I AG The decline in receivables from 15.4 million euros to 12.5 million euros is mainly attributable to the contractually agreed instalment payments from major projects. The liquid resources (liquid funds, securities and available for sale financial assets) amounted to 22.9 million euros (March 31, 2009: 33.2 million euros). The decline in the balance sheet resulted in a slight increase in the equity and a resulting increase in the equity ratio from 48.9% (as of March 31, 2009) to 62.8%. The deferred tax liabilities posted under long-term liabilities increased by 0.5 million euros to 2.3 million euros when compared to March 31, 2009, mainly due to the accrued income neutral deferred tax liability, which resulted from the acquisition of P&I Zeitmanagement GmbH in Höxter. Short-term liabilities were clearly reduced by 13.5 million euros to 14.8 million euros. The main reason for this was the liquidation of the prepaid maintenance fees (-14.1 million euros), which are posted at the start of the calendar year due to the annual invoices and reversed monthly in accordance with the sales realisation. Furthermore, the payment obligations to personnel resulting from the variable compensation components will be carried as liabilities until the end of the fiscal year. Employees There were 363 employees working in the P&I Group on December 31, 2009 (December 31, 2008: 345). This increase is related to the acquisition: 33 new employees, of which 9 are trainees, joined us as the result of the purchase of P&I Zeitmanagement GmbH. The quarterly average of full-time equivalent employees increased to 334 (previous year: 303). There were 249 people employed in Germany and a total of 85 employees in the rest of Europe where the Company was represented in Austria by 28 employees and more strongly represented in Slovakia, with 40 people being employed at the development centre. Chancen und Risiken In the past, we have made certain acquisitions, and we shall continue to consider possible purchases for the future. This of course means that the P&I group is subject to acquisition and integration risks. With regard to the licensing business and as a direct consequence of the economic and financial crisis, the risk that customers will postpone a planned migration from a legacy product to a P&I software solution is greater. Apart from this, there has been no significant change in the risks and chances in comparison with the assessments set out in the annual report of March 31, Controllable risk is managed under a company-wide risk management system at P&I AG. Outlook 2009/2010 Despite the continuing economic and financial crises, which also affect the IT industry, the P&I Group recorded sales growth during the third quarter and an increase the earning power. P&I is therefore able to emphasise the sustainability of our business model: consistent high quality and creative handling of changing basic conditions. A strong service business and growth in the high-profit maintenance business were the significant factors that contributed to this success during the first nine months of this fiscal year. Our customers place their trust in P&I and P&I looks after their customers. In particular it was the intensification and the development of our existing customer business that made this success possible in crisis-ridden Licensing sales dropped back as expected over the nine months as a result of the negative one-off effect posted in the previous year. Due to the prevailing conditions we are now focussing on generating license sales on one side and on the public administration sector on the other as well as trying to close a variety of small orders from our existing customer base, especially in the private sector. Special emphasis will be given to investments here, especially getting existing customers, which P&I inherited as part of our 9

10 Management Report 9-Monthly Report P&I AG acquisitions, to change over from an old product to P&I s own LOGA / HCM brand. As before, it is still proving extremely difficult to win new projects and new customers in the current market place. Overall, sales and results recorded during the first nine months of fiscal 2009/2010 lie in the upper spectrum of our expectations. We now expect overall sales to total more than 60 million euros for the full fiscal 2009/2010 year and we expect an EBIT margin of more than 20% and this lies well above our original forecast. With our excellent and comprehensive product portfolio, our transparent, well-focused corporate strategy, our professionalism and affordable price structures, we have no doubt that we can continue to build on our sturdy market position in the future. We are confident that we will realise our goals in the future as well. 10

11 9-Monthly Report P&I AG Consolidated Balance Sheet Consolidated Balance Sheet as at 31 December 2009 not verified not verified Details in 000 euro Assets Long-term assets Tangible assets Customer base 6,250 5,992 Goodwill 1,951 1,161 Other intangible assets 916 1,049 Financial assets Deferred taxes Total Long-term assets 11,429 10,523 Short-term assets Inventories Trade receivables 12,511 15,353 Cash and cash equivalents 13,512 6,558 Available-for-sale financial assets 9,415 26,681 Other Short-term assets 855 1,761 Total Short-term assets 36,465 50,494 Total assets 47,894 61,017 11

12 Consolidated Balance Sheet 9-Monthly Report P&I AG Consolidated Balance Sheet as at 31 December 2009 not verified not verified Details in 000 euro Equity and Liabilities Shareholders' Equity Subscribed capital 7,700 7,700 Capital reserve Revenue reserve 22,500 22,376 Other equity Total shareholders' equity 30,071 29,840 Long-term liablities Deferred taxes 2,303 1,820 Long-term liabilities due to employees 721 1,077 Total Long-term liabilities 3,024 2,897 Short-term liabilities Trade payables 1,834 2,235 Obligations from taxes on income 3,615 2,542 Accrued taxes ,611 Other Short-term liabilities 9,012 7,892 Total Short-term liabilities 14,799 28,280 Total liabilities 17,823 31,177 Total equity and liabilities 47,894 61,017 12

13 9-Monthly Report P&I AG Consolidated Statement of Income Consolidated Statement of Income acc. to IFRS Quarterly report Quarterly report 9-Monthly Report 9-Monthly Report bis bis bis bis Details in 000 euro / not verified Sales 16,965 14,474 47,159 43,824 Cost of sales 5,566 4,943 15,222 13,399 Gross profit 11,399 9,531 31,937 30,425 Research and development expenses 3,080 3,144 9,126 8,983 Sales and distribution expenses 2,446 2,193 6,250 6,281 Administrative expenses 1,062 1,002 3,166 3,102 Write-down of goodwill and customer bases Other operating income Other operating expenses , Result of ordinary activities (EBIT) 4,402 2,495 11,496 10,461 Income from investments Financing expenses Result of ordinary activities before tax (EBT) 4,415 2,697 11,707 11,284 Tax expenses* 1, ,520 3,589 Profit or loss for the period 3,056 1,750 8,187 7,695 Average number of shares (diluted/undiluted) 7,527,199 7,679,328 7,527,199 7,679,328 Earnings per share in euro (diluted/undiluted) *Taxes paid or due on corporate income and earnings are shown as taxes on income 13

14 9-Monthly Report P&I AG Cash-flow Cash flow Statement acc. to IFRS 9-Monthly report 9-Monthly report accounting principles Details in '000 euros / not verified Cash flow from operating activities Profit or loss for the period 8,187 7,695 Adjustment for the reconsiliation of the net income/loss to net cash provided by operating activities Depreciation on tangible assets, intangible assets and financial assets 1,855 1,670 Financial results Taxes on income 3,520 3,589 Change in inventories, receivables and other assets not attributable in investing of financing activities 3, Change in payables and other liabilities not attributable in investing of financing activities -15,706-13,393 Losses/income from sales of fixed assets 34-1 Losses/income from sales of current assets Changes in other items not affecting payments Interest paid -1-1 Interest received Tax payments -2,222-2,607 Net funds from operating activities ,576 14

15 Cash-flow 9-Monthly Report P&I AG Cash flow Statement acc. to IFRS 9-Monthly report 9-Monthly report accounting principles Details in '000 euros / not verified Cash-flow from investing activities Payments for investments in tangible assets Payments for investments in intangible assets Proceeds from the sale of tangible/intangible assets Proceeds from the sale of long-term security investments 0 23 Proceeds from the sale of short-term security investments 17,284 6,639 Payments for the purchase of short-term security investments 0-5,010 Payments for the acquisition of affiliated companies -1,692-2,464 Net funds from investing activities 15,354-1,342 Cash-flow from financing activities Payment for the purchase of own shares Repayment for the distribution of the dividend -7,523-4,620 Net funds from financing activities -8,058-5,323 Change in cash and cash equivalents 6,954-9,241 Cash and cash equivalents at the beginning of the fiscal year 6,558 12,886 Cash and cash equivalents at the end of the period 13,512 3,645 15

16 Change in Shareholdes equity 9-Monthly Report P&I AG Change in shareholders' equity 9-Monthly 9-Monthly Annual report report report /2009 Details in 000 euro not verified not verified verified Shareholders' equity at the beginning of the fiscal year 29,840 26,673 26,673 Subscribed capital Capital reserve Revenue reserve Treasury shares ,484 Other shareholder's equity Distribution -7,523-4,620-4,620 Balance sheet result 8,187 7,695 8,966 Shareholders' equity at the end of the period 30,071 29,291 29,840 Basic Principles of the Annual Report According to Article 4 of the European Parliament Regulation (EG) Nr. 1606/2002 and the counsel of July 19, 2002 concerning the use of international financial accounting standards (ABl. EG Nr. L 243 S.1), the company produces the quarterly report according to International Financial Reporting Standards (IFRS). The Group has also taken into account the regulations of the German Financial Accounting Standard No. 315a, Sentence 1 HGB in creating this report. All regulations valid on the cut-off date for the Group financial statement were taken into account (IFRSs, IASs, IFRICs, SICs), as they are required to be applied in the European Union. The Group financial statement is issued in euros. Unless otherwise stated, all values are rounded to a thousand euros. Accounting principles to be applied for the first time from December 31, 2009 The following standards or changes are to be first applied to all fiscal years starting after January 1, 2009: Changes made to IFRS 1 First-time Application of the International Financial Reporting Standards and IAS 27 Consolidated and Separate Financial Statements according to IFRS Changes to IFRS 2 Share-Based Payments Changes to IAS 1 Presentation of Financial Statements Changes made to IAS 23 Borrowing costs: Changes made to IAS 32 Financial Instrument: Presentation and IAS 1 Presentation of the Financial Statements - Cancellable Financial Instruments and Obligations in the Case of a Liquidation Collective standard for changes to various IFRS (2008) Improvements to IFRSs IFRS 8 Business Segments The IFRS 8 Business Segments standard was initially applied on a voluntary basis in fiscal 2008/2009. The other standards will be provided that the changes apply to the P&I Group applied initially in fiscal 2009/

17 9-Monthly Report P&I AG Selected facts and figures from the notes to the financial statements Changes in the consolidated companies The Gronemeyer Gesellschaft für Datentechnik, EDV und Organisationsberatung mbh (now trading as P&I Zeitmanagement GmbH), Höxter, was acquired as of May 1, An interim financial statement was released on April 30, An opening balance sheet for the company up to May 1, 2009, which was fully consolidated at this point in time, can be found in this financial statement. For the moment the acquisition costs were apportioned as follows: In 000 euros Carrying amount Fair value Liquid funds Trade receivables Other assets Fixed assets Trade payables Other liabilities Liabilities due to original shareholders Deferred income Deferred tax liability -434 Fair Value of the net assets Customer base 0 1,251 Software Goodwill from the acquisition of a company Total -28 1,718 Cash outflow arising from acquisition of a company Cash outflow 1,718 Cash acquisition 26 Outflow of funds arising from acquisition of a company 1,692 The differential amount between the fair value of the net assets and the purchase price of the participation generated goodwill amounting to 1,746,000 euros. This was initially assigned to the identifiable assets, the customer base (1,251,000 euros) and software (138,000 euros). The software is considered to be a topping up amount, which is formed in addition to the capitalised value that already exists in the commercial balance sheet (represented in the P&I Zeitmanagement GmbH s fixed assets). This leaves goodwill amounting to 357,000 euros. This resulted in a temporary difference with the tax statement, due to the customer 17

18 Selected facts and figures from the notes to the financial statements 9-Monthly Report P&I AG base and software accounting in the IFRS Commercial Balance Sheet, which resulted in a deferred tax liability charge of 434,000 euros. However, the goodwill will not be reduced by this amount, which means that the total goodwill remains at 791,000 euros. The income neutral deferred tax liability will be posted later on as revenue according to the deferred taxes on the depreciations to the customer base and software. The purchase price allocation is still provisional and changes may follow. The balance sheet items were tested for recoverability. There are no hidden reserves or encumbrances. There are no contingent liabilities. The acquired customer base is to be written down over ten years and the software over five years. P&I Zeitmanagement GmbH in Höxter recorded sales of 1,307,000 euros and taking into account the synergy effects since being acquired on December 31, 2009, has made a balanced contribution to the company results up to May 1, Financial statements for the previous year were not compiled for comparison purposes for economic reasons. The new company has reinforced P&I s position and competence as a provider of integrated HR software solutions in the time management product line. The standard APG2000 software, which is platform-independent and can be customised to meet individual needs, provides integrated expertise through its access control and personnel deployment options. Notes on the Profit and Loss Accounting Other operating income mainly includes refunds and an insurance payment for the settlement of claims for damages arising from a customer project. Other operating expenses include a settlement of claims for damages in addition to the ongoing investor-relations activity expenses (i.e. AGM, etc.). Furthermore, the position also covers the expenses incurred by an external consultation company. The engagement was made after the Board addressed potential investors and reassured them about market rumours concerning an impending takeover. A fragmented share structure, the company s good economic condition as well as the sustained low share prices made the P&I Group an attractive takeover candidate at the end of the last year and in Spring The contract with the consultation company was terminated in July after the re-entry of the Carlyle Group. The financial result amounting to 211,000 euros (previous year: 823,000 euros) mainly includes earnings on interest from bank balances and securities. The taxes on income shown include the paid or unpaid taxes on income of 3,454,000 euros (previous year: 3,243,000 euros) as well as the expenses from deferred taxes of 66,000 euros (previous year: 346,000 euros). The combined tax rate applicable to P&I AG takes into account the business tax assessment rate of 432%, the new corporate tax rate of 15% and the solidarity surcharge of 5.5%. The ensuing deferred tax liability, which is only implemented under commercial legislation and not under the tax regulations, is due to the customer base depreciations. Notes on the balance sheet Investments amounting to 2,295,000 euros (previous year: 3,420,000 euros) were made during the first nine months of fiscal 2009/2010. Included in the fiscal year are the customer base (1,251,000 euros), software (138,000 euros) and goodwill (356,000 euros) from the acquisition of P&I Zeitmanagement GmbH in Höxter. The previous year s amount covered the customer base (2,028,000 euros) and software (739,000 euros) from the acquisition of P&I Steyr as well as the JET PABIS NG business sector. 18

19 9-Monthly Report P&I AG Selected facts and figures from the notes to the financial statements Cash and the financial assets available for sale are constituted as follows: In 000 euros December 31, 2009 March 31, 2009 Cash on hand and in bank balances 13,512 6,558 Available-for-sale financial assets 9,415 26,681 Total 22,927 33,239 Of the trade receivables of 12,511,000 euros (March 31, 2009: 15,353,000 euros) there was still 48% (March 31, 2009: 78%) that was not yet due. Of the receivables totalling 7,059,000 euros that were still overdue at balance sheet date, approx. 70% had been overdue for a maximum of one month. The capital stock of the Company remained unchanged at 7,700,000 euros as at December 31, 2009 and is divided into 7,700,000 individual share certificates made out to bearer. The entry for other equity of 300,000 euros (March 31, 2009: 193,000 euros) mainly reflects the exchange rate differences arising from the valuation of securities. Other long-term accruals include the obligations arising from the long-term bonus scheme for one member of the Board of Directors. Changes in shareholder group and executive bodies In accordance with 95 AktG (German Companies Act) and in conjunction with 6 of the version issued on the September 1, 2009, the Company has a Supervisory Board consisting of three members. April 1, 2009 September 1, 2009: Klaus C. Ploenzke, Chairman Michael Plümer, Deputy Chairman Robert Vinall. Since September 1, 2009 Michael Wand, Chairman Robert Vinall, Deputy Chairman Dr. Thomas Heidel. Shareholdings of the Company and Members of the Executive Bodies As at December 31, 2009, P&I Personal & Informatik AG has shareholdings of 177,248 of its own shares. The purchase price of our own shares amounted to 2,018, euros and this sum was paid from equity. No convertible bonds or similar securities pursuant to 160 Para.1 No. 5 AktG had been issued by P&I Personal & Informatik AG or other companies pursuant to 160 Para. 1 No. 2 AktG as at December 31, As at December 31, 2009, no members of the Board of Directors or Supervisory Board have shareholdings in or options on P&I shares. No share-based payment scheme for members of the Board of Directors exists. 19

20 Selected facts and figures from the notes to the financial statements 9-Monthly Report P&I AG Dividends The net profit shown in the annual financial statements of P&I Personal & Informatik AG is, pursuant to the German Companies Act, material to a dividend distribution. How the net profit for fiscal 2008/2009 will be used was resolved as follows at the AGM held on September 1, 2009: Dividend payout of 1.00 euro per no-par share entitled to a dividend. In euros Dividends 7,522, Profit carried forward 9,008, Retained earnings 16,530, The own shares held by P&I AG that are not entitled to a dividend were not taken into account. Share buyback scheme On October 23, 2008, the Board of Directors of P&I Personal & Informatik AG resolved to institute a share buyback scheme. Company shares amounting to up to four per cent of capital stock (a limit of 308,000 shares) are to be acquired on the stock exchange. However, the maximum price to be paid (excluding ancillary acquisition costs) should not exceed 4.5 million euros. The Board of Directors intends, with the consent of the Supervisory Board, to retire those of its own shares acquired during the buyback, thus reducing the capital stock. However, the Board of Directors reserves the right to use all or some of P&I's own shares for some other purpose, within the limitations of the authorisation granted by the AGM of September 2, The share buyback scheme ran until September 30, 2009 and has therefore finished. A total of 177,248 shares were repurchased during the period from October 27, 2008 to September 30, The number of repurchased shares corresponds to a proportional amount of the capital stock of a total of 177, million euros, which is 2.30 % of shares issued at the date of adoption of the resolution. The payments made amounted to 2,019,000 euros. Earnings per share In determining the earnings per share according to IAS 33, the annual profit attributable to the shareholders is divided by the weighted average of the ordinary shares issued. A share buyback scheme was introduced during the previous year. A share buyback of this kind reduces the shares outstanding but does not lead to potential shares. For this reason, the earnings per share remains undiluted. Should the average number of shares have changed since the last reporting date, however, the weighting should be calculated pro rata temporis and to the exact day. The p.r.t. weighting is carried out by taking the ordinary shares outstanding at the beginning of the period and adjusting them by the number of ordinary shares which have been repurchased during the period, then multiplying this figure by the time-weighting factor. The time weighting factor is the number of days during which the shares are outstanding as a proportion of the total number of days in the period. A total of 177,248 shares were repurchased during the period October 27, 2008 and September 30, As at December 31, 2009 the weighted average number of shares was 7,527,199. This results in basic (undiluted) earnings per share of 1.09 euro. 20

21 9-Monthly Report P&I AG Selected facts and figures from the notes to the financial statements Variable Board of Directors' remuneration Remuneration for the members of the Board of Directors is determined by the Supervisory Board and comprises both fixed and variable components. The fixed component, aside from a fixed-amount monthly remuneration, also includes benefits in kind, in particular the valuation for company vehicles to be applied in compliance with German taxation regulations. One part of the variable component of the Board of Directors' remuneration constitutes a performance related target income. The amount of the performance related target income is calculated on the basis of the degree to which the target Group EBIT (earnings before interest and taxes) set by the Supervisory Board has been fulfilled. Bonus schemes also constitute part of the Board of Directors' variable remuneration: Payment of a longterm bonus (providing a long-term incentive) as a variable remuneration component was agreed on with one member of the Board of Directors with effect from September 1, Granting of the long-term bonus and its amount are dependent on the achievement of the target Group EBIT agreed previously with the Supervisory Board, and on the degree to which targets have been met in the respective fiscal year, and are also strictly dependent on the continuation of the board member's employment contract. The term of this agreement extends to the end of fiscal 2011/2012. Payment of a bonus as a variable remuneration component was agreed on with one further member of the Board of Directors, with effect from April 1, Granting of the bonus and its amount are dependent on the achievement of the target Group EBIT agreed previously with the Supervisory Board, and on the degree to which targets have been met in the respective fiscal year, and are also strictly dependent on the continuation of the board member's employment contract. The term of this agreement extends to the end of fiscal 2011/2012 in accordance with the extended term of the contract of employment for members of the Board of Directors. Notification of voting rights pursuant to 26 Para. 1 German Securities Trading Act (WpHG). The company registered several investments in the first nine months of fiscal 2009/2010 in compliance with 21 ff. of the German Securities Trade Act. Argon GmbH & Co. KG, Munich, a subsidiary of the Carlyle Group, registered a 29.34% share of voting rights (2,259,000 votes). Of these 4.44% (341,700 votes) were assigned to it pursuant to 22 Para. 1 No. 5 WpHG. These and all other investment registrations made during the period under review can be found in the notes at the end of the Selected explanatory notes section of the report. Relations with closely related enterprises or persons In fiscal 2009/2010 drawings amounting to 23,000 euros for payments to closely related enterprises or persons were made (previous year: 37,000 euros). Relationships exist with the following closely related enterprises or persons: Mr Klaus C. Ploenzke, member of the Supervisory Board of P&I Personal & Informatik AG, Wiesbaden, advised and supported the Company in making contact with new customers and also in identifying possible acquisitions and analysing synergy potential with these. Consultation services undertaken during the current fiscal year amounted to 10,000 euros (previous year: 19,000 euros). 21

22 Financial Calendar 9-Monthly Report P&I AG Mr Michael Pluemer, Supervisory Board member of P&I Personal & Informatik AG, Wiesbaden, advised and supported the Company in the development of the Business Process Outsourcing (BPO) business area as well as identifying possible acquisitions and carrying out their purchase. Consultation services undertaken during the current fiscal year amounted to 13,000 euros (previous year: 18,000 euros). The services performed involved mainly consultation, development and other supporting services. The terms and conditions for the transactions with closely related enterprises and persons are in accordance with normal market practice and certainly comparable with any the Company may have arranged with independent third parties (price comparison method in accordance with IAS 24.12). All of the consultation contracts listed here that were undertaken by the members of the Supervisory Board were undertaken with the approval of the Supervisory Board. Financial Calendar June 15, 2010 Publication of the Annual Report 2009/2010 August 12, 2010 Publication of the Quarterly Report 2010/2011 September 1, 2010 Shareholders Meeting 2010 in Wiesbaden P&I AG Investor Relations Kreuzberger Ring Wiesbaden Telephone +49 (0) Telefax +49 (0) Internet WKN ISIN DE

23 P&I YOUR PARTNER FOR INTEGRATED HR SOLUTIONS Almost 400 people - contributing their knowledge, their high level of dedication and passion make P&I the premium supplier of integrated software solutions for human resources management. Regardless of whether it is payroll, web-based personnel management or time management: the HR software of P&I AG is cutting edge - with regard to technological as well as functional attributes. In the meantime, the P&I LOGA payroll accounting software is now utilised in eleven European countries. With the P&I TIME product, P&I now has a platform-independent and flexibly adaptable standard software application for time management and is thus positioning an attractive stand-alone product in the premium segment. Services such as implementation, consulting, training and HR outsourcing additionally round off the range of services that P&I offers. P&I serves its customers through 6 branch offices in Germany and another 7 offices in other European countries, guaranteeing those customers reliability and investment protection by means of its large investments in product research and development. Leading international HR service providers as well as computer centres rely on P&I as a product supplier, and over 3,000 direct customers successfully process their HR business using P&I solutions. They all place their trust in the high level of expertise that P&I AG has in the meantime amassed in the course of its more than 40 years of presence in the market. P&I offers human resource management from one single source, providing solutions that ensure its customers are well-prepared for the future. P&I is stock exchange listed in the Prime Standard segment of the Frankfurt Stock Exchange; in the business year 2008/2009 it achieved a turnover of 59,0 million Euros. P&I GERMANY P&I AG (Zentrale) Kreuzberger Ring 56 D Wiesbaden Telephone +49 (0) Telefax +49 (0) info@pi-ag.com P&I AUSTRIA P&I GmbH Ares Tower Donau-City-Straße 11 A-1220 Wien Telephone +43 (0) Telefax +43 (0) info.at@pi-ag.com P&I SWITZERLAND P&I AG Dammstrasse 12 CH-8810 Horgen Telephone +41 (0) Telefax +41 (0) info.ch@pi-ag.com P&I NETHERLANDS P&I B.V. Kabelweg 37 NL-1014 BA Amsterdam Telephone +31 (0) Telefax +31 (0) info@pi-ag.com P&I SLOVAKIA P&I Personal & Informatik, s.r.o. Sliezska 1 SK Bratislava Telephone +421 (0) Telefax +421 (0) info.sk@pi-ag.com