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annual report 2007<br />
the customer excellence group
key figures<br />
Revenue and eaRnings (Consolidated)<br />
2007<br />
thousands EUR<br />
2006<br />
thousands EUR<br />
2005<br />
thousands EUR<br />
Revenues thousands EUR 231,536 164,813 110,918<br />
EBITDA thousands EUR 47,327 27,782 14,302<br />
EBIT thousands EUR 32,666 19,022 9,673<br />
EBT thousands EUR 25,298 13,081 7,428<br />
EBA thousands EUR 14,645 9,493 4,425<br />
Net income (consolidated) thousands EUR 14,487 9,575 4,425<br />
Cashflow (Consolidated)<br />
From operating activities thousands EUR 34,239 8,717 557<br />
Net income profit/loss thousands EUR - 7,368 - 5,021 - 2,043<br />
From investing activities thousands EUR - 99,129 - 19,714 - 64,369<br />
From financing activities thousands EUR 79,658 20,503 71,174<br />
BalanCe sheet (Conolidated)<br />
shaRe<br />
Cash and cash equivalents from current assets thousands EUR 23,176 11,399 8,339<br />
Total assets thousands EUR 452,572 237,711 185,226<br />
Shareholder’s equity (without special item) thousands EUR 188,547 105,792 88,315<br />
Equity ratio % 42 45 48<br />
Earnings per share (undiluted) EUR 0.42 0.32 0.21<br />
Earnings per share (diluted) EUR 0.42 0.32 0.21<br />
Year-end share price (Xetra) EUR 12.33 8.45 5.85<br />
Shares as of December 31 No. of shares 37,511,247 31,071,099 29,655,000<br />
employees<br />
Per 31.As of December 31 total 5,930 3,583 2,927<br />
As of December 31 FTE 4,962 2,669 2,170
“ With our customer excellence philosophy We achieve<br />
utmost private customer satisfaction and significantly<br />
contribute to optimum creation of value for our clients.”<br />
our mission<br />
for the enterprises on whose behalf we operate we often are the most<br />
important interface to their private customers. in order to meet this<br />
requirement we unite many different competencies under the umbrella<br />
<strong>d+s</strong> <strong>europe</strong> ag group as “the customer excellence group”.<br />
the link of all parts of the group is our joint mission of “customer<br />
excellence”. we consider our services the basis for sustainable customer<br />
loyalty, generating outstanding sales results. for this reason all<br />
our group’s operative transactions serve to fulfill private customers’<br />
concrete and emotional key expectations wherever and whenever they<br />
make contact with the enterprise. we treat private customers as if<br />
they were our own customers.<br />
it is our joint task to invest all our efforts into providing private customers<br />
with ever more personalized and dynamic offers. our role as<br />
service provider makes demands on our experience of many years, our<br />
innovative strength and our flexibility. Because our clients’ success is<br />
our success.
heycom acquisition and strong organic groWth<br />
as factors of success 2007<br />
tuRnoveR<br />
EUR millions<br />
300<br />
200<br />
100<br />
0<br />
+ 40.5% *<br />
2006 2007<br />
* First consolidation of Heycom GmbH from July 2, 2007 on<br />
success story 2007<br />
in 2007 <strong>d+s</strong> <strong>europe</strong> ag accomplished its largest development leap<br />
in the company history. due to acquisition of the heycom group with<br />
its approximately 1,000 employees <strong>d+s</strong> <strong>europe</strong> ag gained a leading<br />
position as service provider in the fashion industry in the dynamically<br />
growing market for e-commerce. at the same time <strong>d+s</strong> <strong>europe</strong> ag<br />
achieved a leap in turnover and earnings.<br />
organic growth on the basis of numerous new contracts played an<br />
essential role in the success story. <strong>d+s</strong> <strong>europe</strong> ag and its consolidated<br />
companies without the heycom group acquired in mid-2007<br />
achieved a 22% increase in turnover and an eBit increase of 41%.<br />
Correspondingly, in 2007 <strong>d+s</strong> <strong>europe</strong> ag created over 1,000 new<br />
jobs in its service centers.<br />
numBeR of shaRes<br />
million units<br />
40<br />
+ 20.6 %<br />
30<br />
20<br />
10<br />
0<br />
2006 2007<br />
eBit<br />
EUR millions<br />
40<br />
30<br />
+ 72.1%<br />
20<br />
10<br />
0<br />
*<br />
2006 2007<br />
maRket Capitalisation<br />
EUR millions<br />
500<br />
400<br />
300<br />
200<br />
100<br />
0<br />
+ 76.2 %<br />
employees<br />
thousands<br />
in 2007 the successful growth again led to a significant rise in goodwill<br />
of <strong>d+s</strong> <strong>europe</strong> ag. with a stock price gain of 46% the <strong>d+s</strong> share<br />
again was among the top performers in sdaX in 2007.<br />
2006<br />
6<br />
5<br />
4<br />
3<br />
2<br />
1<br />
0<br />
shaRe peRfoRmanCe<br />
EUR<br />
15<br />
14<br />
13<br />
12<br />
11<br />
10<br />
9<br />
8<br />
7<br />
+ 65.0%<br />
2006 2007<br />
+ 46.0 %<br />
2006 2007
“ our footing as leading excellence service provider<br />
for customer contact management Will make us<br />
<strong>europe</strong>’s largest full-service provider for e-commerce<br />
management.”<br />
our vision<br />
the private customer market is changing. a new generation of “digital<br />
customers” is emerging. they mainly handle their business transactions<br />
via multi-media channels and make intensive use of the advantages of<br />
e-commerce. trade and commerce adjust their multi-channel strategies<br />
accordingly, and in this complex area they increasingly rely on specialized<br />
service providers such as <strong>d+s</strong> <strong>europe</strong> ag. thus a completely<br />
new market is arising, distributing market shares now and in the years<br />
to come. in this process, <strong>d+s</strong> <strong>europe</strong> ag and its subsidiaries strive<br />
to occupy a dominant market position as “the customer excellence<br />
group”.<br />
already today we are the leading german excellence provider for<br />
customer contact management and provide a comprehensive service<br />
portfolio generating topmost added value for our clients and for their<br />
private customers. we are also the leading full-service provider for<br />
e-commerce in the fashion and clothing industry.<br />
our future strategy will be aimed at expanding our international e-commerce<br />
business. we want to become <strong>europe</strong>’s largest full-service<br />
provider for e-commerce management.
<strong>d+s</strong> <strong>europe</strong> ag<br />
profile<br />
<strong>d+s</strong> <strong>europe</strong> was founded in 1984 and has been established as telemarketing<br />
agency and listed since may 2000. it has since developed<br />
increasingly in the years following 2004 from a mere communication<br />
center enterprise into a leading solutions provider for comprehensive<br />
and value-oriented e-commerce and customer contact<br />
management.<br />
with over 6,000 employees today <strong>d+s</strong> <strong>europe</strong> ag, as “the customer<br />
excellence group”, represents the entire process chain for one-stop<br />
multi-media transaction management with private customers.<br />
in this function <strong>d+s</strong> <strong>europe</strong> ag cares for several million private customers<br />
of mainly international enterprises from almost all industries,<br />
such as telecommunication companies, energy suppliers, media, publishing<br />
houses, banks, insurances, trading firms and tourism operators,<br />
via communication channels such as fixed and mobile networks,<br />
internet, fax and letter post. for renowned brand manufacturers <strong>d+s</strong><br />
<strong>europe</strong> operates online shops and <strong>europe</strong>-wide e-commerce business.<br />
for further information please refer to www.ds<strong>europe</strong>.ag.
contents<br />
Letter to the shareholders 4<br />
Management Board and Supervisory Board 8<br />
Corporate Governance 9<br />
Report of the Supervisory Board 11<br />
D+S <strong>europe</strong>’s Share 14<br />
customer excellence 18<br />
Positioning and Strategy 18<br />
D+S e-commerce & fulfillment services 20<br />
D+S mobile & telephony services 24<br />
D+S communication & collection services 28<br />
Report of Management 32<br />
Business and Basic Conditions 34<br />
Business Development 42<br />
Property Situation 46<br />
Financial Situation 48<br />
Human Resources 51<br />
Remuneration 51<br />
Supplementary Statement 53<br />
Risks 54<br />
Forecast 70<br />
Finance 72<br />
Consolidated Financial Statement 74<br />
Balance Sheet 74<br />
Profit and Loss Account 76<br />
Cash Flow Statement 77<br />
Changes in Shareholders’ Equity 78<br />
Assets 80<br />
Notes on the Consolidated Financial Statements 84<br />
Auditors’ Report 130<br />
Our Locations 131<br />
Financial Calendar/Contact 132<br />
Imprint 133
4 letteR to the shaReholdeRs<br />
letter to the shareholders<br />
ouR thRee majoR aChievements!<br />
strong organic groWth<br />
In 2007 we achieved a 20-percent increase in turnover and a 41-percent rise in EBIT without the Heycom<br />
Group newly acquired in mid-2007. Our “D+S communication & collection services” which generated<br />
an increase in turnover of 34% and an EBIT increase of 87.5% reaching an EBIT margin of 12.1% was our<br />
most significant driver. Altogether over 1,000 new jobs were created within the Group, more than 400<br />
of which in our service center on Rügen which opened in the middle of last year.<br />
extension of market positioning<br />
With the Heycom Group acquisition we tapped the booming growth market of e-commerce management.<br />
Heycom, as specialist for e-commerce, has an outstanding market position as service provider for the<br />
fashion industry in the European region. With successful clients and also two internationally operating<br />
fashion brands as new clients we are showing over-proportional growth compared to the market. With<br />
e-commerce management, the Group now has a new strong pillar.<br />
added value for the group<br />
In 2007 we converted the successful growth into a significant value increase for D+S <strong>europe</strong> AG. With a price<br />
gain of 46% from EUR 8.45 (closing price XETRA 2006) to EUR 12.33 (closing price XETRA 2007) the D+S<br />
share again belongs to the top performers in SDAX of 2007. While we increased the number of shares by only<br />
20.6% from 31.1 million (December 31, 2006) to 37.5 million (December 31, 2007) market capitalization<br />
rose by 76.2% from EUR 262.5 million (December 31, 2006) to EUR 462.5 million (December 31, 2007).
Dipl. Dipl.-Ing. Ing. Achim Plate<br />
Chairman Management of the Board Board<br />
(Chief Executive Officer/CEO)<br />
dear shareholders,<br />
dear colleagues, friends and business partners,<br />
in 2007, <strong>d+s</strong> <strong>europe</strong> ag accomplished much more than just another record in<br />
turnover and earnings. above all, our enterprise performed the biggest development<br />
leap in its history. with the business unit e-commerce management, established<br />
after the acquisition of the heycom group, another strong pillar has been<br />
added to our group.<br />
e-commerce management will be of major importance for the further development<br />
of our group. Because internet sales are booming and the market is adapting to<br />
this trend with multi-media channel strategies increasingly relying on specialized<br />
service providers such as <strong>d+s</strong> <strong>europe</strong> ag. on this basis, within half a year after<br />
the heycom acquisition we managed to gain several new clients from the fashion<br />
and clothing industry. they put their complete e-commerce sales in our hands.<br />
among these new clients, there are also two large branded enterprises of international<br />
relevance. we are already conducting talks with further global players and<br />
renowned brand labels.<br />
at present we perceive the dynamism day by day which is shaping this new market.<br />
in the years to come, this is where market shares will be distributed. in this process<br />
<strong>d+s</strong> <strong>europe</strong> ag intends to occupy a dominant market position.<br />
that is why, at the beginning of 2008, we formulated our new corporate vision<br />
which we intend to pursue consistently. it states: we want to make <strong>d+s</strong> <strong>europe</strong> ag<br />
<strong>europe</strong>’s largest full-service provider for e-commerce management in the fashion<br />
industry.<br />
the acquisition of heycom was a first big step on this way. a further step was the<br />
takeover of 85.2% of the online marketing agency adamicus gmbh at the beginning<br />
of 2008. moreover, we are planning to set another milestone with a large<br />
acquisition in 2008.<br />
letteR to the shaReholdeRs<br />
5
6 letteR to the shaReholdeRs<br />
the economic success of our strategy is already reflected in the high organic and<br />
anorganic growth which we achieved in 2007. turnover rose by 40.5% from<br />
euR 164.8 million in the previous year to euR 231.5 million. even more welcome<br />
was the development of our earnings figures. eBitda increased by 70.1% from<br />
euR 27.8 million in the previous year to euR 47.3 million. eBit rose by 72.1%<br />
from euR 19.0 million in 2006 to euR 32.7 million. thus we clearly improved the<br />
eBit margin from 11.5% a year before to 14.1%.<br />
these figures are burdened by one-off acquisition and integration expenditures in<br />
the amount of euR 0.75 million for the acquisition of the heycome group. earnings<br />
per share after one-time write-offs on deferred tax items due to the corporate<br />
tax reform amount to 42 cents.<br />
we have achieved this highly dynamic turnover and earnings trend by <strong>d+s</strong> <strong>europe</strong>’s<br />
broad 3-pillar position established in the past two-and-a-half years. our group now<br />
has three segments which occupy three growth markets, each with two-figure annual<br />
growth rates. these are “<strong>d+s</strong> mobile und telephony services” which mainly serves<br />
the euR 2.3-billion market of value-added services with its annual growth rate of<br />
12% as well as the euR 600-million market of mobile service. the euR 2.3-billion<br />
market for communication center services dominant in our “<strong>d+s</strong> communication &<br />
collection services” segment grows annually by 17% on average. and our segment<br />
“<strong>d+s</strong> e-commerce & fulfillment services”, newly established in 2007, addresses a<br />
market that has a volume of about euR 4.2 billion growing by up to 27% per year.<br />
from this safe position on three pillars <strong>d+s</strong> <strong>europe</strong> ag is synonymous with sound<br />
growth. turnover of <strong>d+s</strong> <strong>europe</strong> ag’s consolidated companies without heycom,<br />
acquired with effect from july 2, 2007, rose by 20.4% from 2006 to 2007,<br />
reaching euR 198.4 million accompanied by a rise in eBit of 40.7% up to<br />
euR 26.6 million.<br />
the strongest driver of organic growth was the segment “<strong>d+s</strong> communication &<br />
collection services”. apart from address, collection and payment services<br />
<strong>d+s</strong> <strong>europe</strong> ag here provides comprehensive outsourcing of communication<br />
center services with a workforce of over 4,000 agents. due to our technological<br />
competence, e.g. in control of resources with our intraday Complete Control<br />
(iCC) and in dialog automation with our award-winning voice portal suite, we have<br />
an edge over our competitors which promotes our growth. thus in 2007, we<br />
created more than 1,000 new jobs in our service centers so that our existing<br />
german locations are fully exploited. moreover, in mid-2007 we opened our ninth<br />
national service center on the Baltic island of Rügen, expanding it to over 400<br />
employees within one year. all in all, our group grew from 3,583 employees at<br />
the end of 2006 to 5,930 employees at the end of 2007, in which organic<br />
growth and the heycom acquisition had almost equal shares.<br />
in 2008, we expect to dynamically continue our turnover and earnings development.<br />
especially in the field of e-commerce we will distinctly grow to an over-proportional<br />
degree compared to the market. that is why for the coming years we have already<br />
initiated several large-scale growth measures for the heycom group, in the course<br />
of which in the medium-run, storage space will be tripled from currently 35,000 m²<br />
to over 100,000 m².
in the field of communication center services we will establish our tenth national<br />
service center with several hundred employees in the first half of 2008 on the<br />
basis of further new contracts. moreover, in 2008 we will launch our new organically<br />
added payment services. our own electronic payment solutions will considerably<br />
increase the scope of our transactions which we bring to account between<br />
our clients and their private customers.<br />
Based on the strong organic growth we expect a turnover in 2008 in the amount<br />
of over euR 320 million with an eBit margin of 14 to 15%. in these figures our<br />
new large acquisition project has not yet been taken into account.<br />
in future, improvement in earnings power and thus in the value of our enterprise<br />
will still be our most important goal.<br />
after the <strong>d+s</strong> share had already gained over 44% in 2006 and over 64% in 2005,<br />
we also belonged to the top performers in sdaX in 2007, reaching a plus of 46%.<br />
thus the share price of the <strong>d+s</strong> share rose from euR 8.45 XetRa closing price<br />
at the end of 2006 to euR 12.33 XetRa closing price at the end of 2007.<br />
in spite of the generally weak start of the 2008 business year we are confident<br />
that we will be able to develop <strong>d+s</strong> <strong>europe</strong> ag successfully and with an increase<br />
in value for the benefit of our shareholders and employees. we have already set<br />
the course for important changes.<br />
sincerely,<br />
Dipl.-Ing. Achim Plate<br />
Chairman of the Board<br />
(Chief Executive Officer/CEO)<br />
D+S <strong>europe</strong> AG<br />
letteR to the shaReholdeRs<br />
7
8 management BoaRd/supeRvisoRy BoaRd<br />
S. Heyrowsky<br />
management board<br />
Dipl.-Ing. Achim Plate<br />
Chairman of the Board (Chief Executive Officer/CEO)<br />
Tobias Hartmann<br />
Board (Chief Operating Officer/COO)<br />
supervisory board<br />
Klaus Thiemann<br />
Chairman of the Supervisory Board, Düsseldorf<br />
(since June 7, 2006, Chairman since July 6, 2006)<br />
Kristina Krüger<br />
Vice Chairwoman, Itzehoe<br />
(since June 23, 2006, Vice Chair since July 6, 2006)<br />
Dr. Thomas Adler<br />
Tax Advisor, Hamburg (since June 7, 2006)<br />
Hans-Jürgen Beck<br />
Businessman, Hamburg (since June 7, 2006)<br />
Prof. Knut Foeckler<br />
Media Consultant, Munich (since June 7, 2006)<br />
Thomas Hoffmann<br />
Businessman, Itzehoe (since June 7, 2006)<br />
Mario Bethune-Steck<br />
Employees’ Representative, Bargteheide<br />
(since June 23, 2006)<br />
T. Hartmann<br />
A. Plate H. Soltau<br />
Sven Heyrowsky<br />
Board (Chief Media Officer/CMO)<br />
Henning Soltau<br />
Board (Chief Finance Officer/CFO)<br />
Ursula Harjes-Loock<br />
Employees’ Representative, Hagen<br />
(since June 23, 2006)<br />
Jürgen König<br />
Employees’ Representative, Gablingen<br />
(since June 23, 2006)<br />
Andreas Klebe<br />
Businessman, Hannover (since June 7, 2006)<br />
Ulrich Beiderwieden<br />
Resigned<br />
Trade Union Representative ver.di, Berlin<br />
(from June 23, 2006 to March 31, 2008)<br />
Karlheinz Vernet Kosik<br />
Trade Union Representative DPVKom, Hennef<br />
(since June 23, 2006)
corporate governance<br />
D+S <strong>europe</strong> AG remained committed to high standards of corporate governance in the course<br />
of the 2007 financial year and continued to pursue an open information policy toward its<br />
shareholders and the capital market that went beyond legal requirements. The Management<br />
Board and Supervisory Board worked together closely in a spirit of mutual trust, a fact reflected<br />
in the number of meetings of the Supervisory Board which were held with considerably greater<br />
frequency than is legally required. The flow of information between the management and the<br />
Supervisory Board functioned smoothly.<br />
D+S <strong>europe</strong> AG’s reporting revealed a high level of transparency, in particular when presenting<br />
the individual measures and effects in view of the details regarding the acquisition of the<br />
Heycom Group as well as the related financing measures.<br />
On this note, D+S <strong>europe</strong> AG welcomes the recommendations of the governmental Commission<br />
of Corporate Governance and the introduction of the German Corporate Governance<br />
Code (“GCGC”) in the year 2002. At the same time, Management and the Supervisory Board<br />
complied with the government’s intentions by carrying out a thorough and critical examination<br />
for the last time in December 2007, to determine the extent to which they are to comply with<br />
the GCGC recommendations and suggestions. As a result of this examination, Management and<br />
Supervisory Board of D+S <strong>europe</strong> AG have further developed their own Corporate Governance<br />
Code. This code to a great extent includes the recommendations and suggestions of the GCGC<br />
in its latest version of June 14, 2007 and reflects the concrete needs of D+S <strong>europe</strong> AG. The<br />
update of our corporate governance code was adopted by the company’s decision-making<br />
bodies in the form of separate resolutions. In addition, the members of the Supervisory Board<br />
appointed in the 2006 business year, also submitted statements to the company to the effect<br />
that they will comply with the most current version of the GCGC and act accordingly. A permanent<br />
officer was appointed to assume responsibility for internally controlling corporate governance<br />
issues. The company’s Corporate Governance Code is also permanently available to the<br />
public on our website (www.ds<strong>europe</strong>.ag).<br />
In December 2006, D+S <strong>europe</strong> AG also issued a statement of compliance with the GCGC as<br />
called for by § 161 of the German Stock Corporation Act which is also permanently available<br />
to the public at www.ds<strong>europe</strong>.ag. Concerning the contents the company’s Corporate Governance<br />
Code follows all currently valid recommendations of the GCGC except for the two deviations<br />
that are named in the compliance statement.<br />
D+S <strong>europe</strong> AG intends to continue observing the conditions of our Corporate Governance<br />
Code in the course of the financial year 2008.<br />
CoRpoRate goveRnanCe<br />
9
10 CoRpoRate goveRnanCe<br />
ComplianCe statement By the management BoaRd and the<br />
supeRvisoRy BoaRd<br />
When issuing the last compliance statement in December 2006 the Code version of June<br />
12, 2006 was applicable as announced in the electronic Federal Bulletin on July 24, 2006.<br />
On July 20, 2007 the amended Code version of June 14, 2007 was published in the electronic<br />
Federal Bulletin.<br />
Management Board and Supervisory Board of D+S <strong>europe</strong> AG declare that the recommendations<br />
laid down by the governmental commission German Corporate Governance Code<br />
(“GCGC”) and published by the Federal Ministry of Justice in the official part of the electronic<br />
Federal Bulletin on November 26, 2002 in their version of July 24, 2006 from June 12, 2006<br />
as well as in their version of July 20, 2007 from June 14, 2007 have been met with the following<br />
reservations:<br />
• Item 3.8 of the GCGC recommends agreeing on a suitable deductible in liability insurances<br />
by companies for Management and Supervisory Board members (so-called D&O insurances).<br />
D+S <strong>europe</strong> AG is not of the opinion that including such a deductible would improve the<br />
performance, motivation or sense of responsibility of its directors and officers.<br />
• Item 5.3.3 of the GCGC recommends the introduction of a nomination committee. D+S<br />
<strong>europe</strong> AG is of the opinion that the costs pertaining the introduction of such a committee,<br />
in particular remuneration appointed members would be entitled to statutorily, are not in<br />
due proportion with the gain in effective preparation of resolutions adherent to the intro-<br />
duction of this committee.<br />
Management Board and Supervisory Board of D+S <strong>europe</strong> AG also declare that the recommendations<br />
laid down by the governmental commission German Corporate Governance Code<br />
and published by the Federal Ministry of Justice in the electronic Federal Bulletin on November<br />
26, 2002 in their version announced on July 20, 2007 from June 14, 2007 shall be met with<br />
the same reservations.<br />
Hamburg, December 2007<br />
Achim Plate Klaus Thiemann<br />
Chairman of Board (CEO) Chairman of the Supervisory Board<br />
D+S <strong>europe</strong> AG D+S <strong>europe</strong> AG
eport of the supervisory board<br />
supeRvision of management<br />
On the one hand, the past business year 2007 was decisively marked by the strategically<br />
significant expansion of the Group by the acquisition of the Heycom Group, and on the other<br />
hand, by strong organic growth in the existing business units. Due to its strong organic and<br />
anorganic growth the D+S <strong>europe</strong> Group engaged in the optimization of all relevant processes<br />
and procedures supported by a renowned consultancy. The Supervisory Board accompanied<br />
these processes by actively consulting and discussing them. In the year under review the<br />
Supervisory Board exercised its legal and statutory functions and continuously supervised<br />
Management on the basis of management reports and joint meetings. The Supervisory Board<br />
reviewed all business that required approval and discussed it with the Management Board.<br />
memBeRs of the supeRvisoRy BoaRd<br />
In the business year 2007 the Supervisory Board which, as ruled by the Co-determination Act,<br />
is composed at parity of six shareholders’ representatives and six employees’ representatives,<br />
consisted of the following members: (I) Mr Klaus Thiemann (Chairman of the Supervisory<br />
Board), (II) Ms Kristina Krüger (Vice Chairwoman of the Supervisory Board), (III) Dr. Thomas<br />
Adler, (IV) Mr Hans-Jürgen Beck, (V) Prof. Knut Foeckler, (VI) Mr Thomas Hoffmann, (VII)<br />
Mr Mario Bethune-Steck, (VIII) Ms Ursula Harjes-Loock, (IX) Mr Jürgen König, (X) Mr Andreas<br />
Klebe (as of June 7, 2007), (XI) Mr Ulrich Beiderwieden, (XII) Mr Karlheinz Vernet Kosik.<br />
meetings of the supeRvisoRy BoaRd<br />
At five regular meetings – on January 22, March 23, June 7, September 14 and November 26,<br />
2007 – the Supervisory Board was informed in detail and directly on the current development<br />
of revenues, earnings and liquidity, budget planning, the state of the company and the Group<br />
including the risk situation and risk management as well as corporate compliance, strategic<br />
goals as well as all organizational and personnel changes. The Supervisory Board discussed the<br />
organization of the company and the enterprise with the Board, assured itself of the performance<br />
of this organization and its risk management and debated major strategic and business<br />
matters. Management reported to the Supervisory Board in several Supervisory Board meetings<br />
on the state of individual business units or segments, the economic, financial and strategic<br />
situation of the company as well as on essential developments (such as the acquisition of the<br />
Heycom Group or the establishment of the new communication center location on Rügen), the<br />
growth strategy of the Group and planned capital measures.<br />
Moreover, in compliance with the guidelines laid down by the Supervisory Board, Management<br />
provided the chairman of the Supervisory Board with monthly reports and the entire Supervisory<br />
Board at its regular meetings with detailed reports on crucial business events concerning<br />
the Group by supplying financial data (in each case as a comparison with the budget and the<br />
previous year). The Chairman of the Supervisory Board also remained in close contact with<br />
Management Board which kept him comprehensively informed about current business activities.<br />
An essential topic of the Supervisory Board meetings in 2007 was the acquisition of the<br />
Heycom Group by the company. The Supervisory Board was updated by Management and the<br />
RepoRt of the supeRvisoRy BoaRd<br />
11
12 RepoRt of the supeRvisoRy BoaRd<br />
company’s legal advisers on the state of the negotiations and the results of the due dili gence<br />
audits; they inquired about the matter, extensively discussed the planned extension of the<br />
Management Board in the course of the acquisition, provided Management with recommendations<br />
on the further course of action, and continuously and comprehensively agreed on procedures,<br />
and made the necessary decisions, after considering all the information available at<br />
the time and all foreseeable consequences, in particular the advantages and disadvantages for<br />
the company as well as impacts on it, its assets, financial and earnings situation and for its<br />
stakeholders. In the course of the Heycom Group acquisition, a transaction significant for the<br />
further development of the Group, the Supervisory Board resolved to approve an increase in<br />
nominal capital by about 10% through issuance of 3,500,000 new shares against contribution<br />
in kind under exclusion of subscription rights for shareholders, after extensive discussion and<br />
assessment of existing interests, especially in consideration of the interests of the shareholders<br />
who were excluded from subscription rights.<br />
Moreover, in the 2007 business year the Supervisory Board dealt with the consultancy contract<br />
between the company and the Supervisory Board member Hans-Jürgen Beck and approved<br />
it after in-depth discussions. They also dealt with Management matters, especially the new<br />
appointments of Mr Sven Heyrowsky and Mr Henning Soltau as members of the Management<br />
Board as well as the reappointment of Mr Tobias Hartmann; they discussed the annual financial<br />
statements, the consolidated financial statements and the management report for December<br />
31, 2006 in the presence of the auditor, and obtained comprehensive information on strategy<br />
and planning including the budget for 2008 at their meeting of November 26, 2007.<br />
The Supervisory Board members Mr Klaus Thiemann (Chairman of the Supervisory Board),<br />
Dr. Thomas Adler, Prof. Knut Foeckler, Mr Thomas Hoffmann, Mr Mario Bethune-Steck, Mr<br />
Jürgen König as well as Ms Kristina Krüger attended all meetings of the Supervisory Board held<br />
in the 2006 business year. The members Mr Hans-Jürgen Beck, Mr Ulrich Beiderwieden, Mr<br />
Karlheinz Vernet Kosik and Ms Ursula Harjes-Loock missed one meeting each and were excused.<br />
The Supervisory Board member Mr Andreas Klebe attended the remaining three meetings after<br />
being appointed Supervisory Board member on June 7, 2007.<br />
Committees<br />
The Supervisory Board again set up two standing committees from its members, (I) the Main<br />
and Audit Committee, consisting of Mr Klaus Thiemann, Thomas Hoffmann and Mario<br />
Bethune-Steck in business year 2007, as well as (II) the Conciliation Committee established<br />
in accordance with Article 27 section 3 of the Co-determination Act, consisting of Ms Kristina<br />
Krüger, Ms Ursula Harjes-Loock, Mr Klaus Thiemann and Mr Thomas Hoffmann. In the business<br />
year 2007 the Main and Audit Committee had its regular meeting on September 14, 2007 and<br />
also conferred in telephone conferences on March 15, October 4, November 2 and December<br />
3. In the 2007 business year there was no need for the Conciliation Committee to meet.<br />
The Main and Audit Committee advised the Supervisory Board on Management matters, on<br />
the establishment of the annual financial statements of D+S <strong>europe</strong> AG and on the approval<br />
of the consolidated financial statements as well as on questions with regard to the acquisition<br />
of interests in other companies, and it prepared recommendations for resolutions for the<br />
Supervisory Board. The tasks of the Main and Audit Committee comprised the preparation of<br />
employment contract prolongations for the members of the Management Board Achim Plate,<br />
Tobias Hartmann as well as negotiations for the contracts of the new Management Board<br />
members Sven Heyrowsky and Henning Soltau. Furthermore, the Main and Audit Committee<br />
advised the Supervisory Board on the acquisition of the interests in Heycom GmbH, Garbsen,<br />
heycom e-logistics GmbH, Garbsen, ASP Software GmbH, Salzburg, Adamicus GmbH,<br />
Munich, as well as the acquisition of a limited number of shares in Intershop AG, Jena.
CoRpoRate goveRnanCe<br />
Information on aspects of Corporate Governance concerning the Supervisory Board is provided<br />
in the joint report of the Board and the Supervisory Board as part of this annual report.<br />
Remuneration of the Supervisory Board members is shown in the Notes on the Consolidated<br />
Financial Statement as part of this annual report, individualized and broken down into its<br />
components. Conflicts of interest among the Supervisory Board members did not occur. In<br />
the business year 2007, in compliance with the requirements of the German Corporate Governance<br />
Code, the Supervisory Board also carried out an efficiency check of the Super visory<br />
Board transactions including the evaluation of comprehensive questionnaires and subsequent<br />
intensive discussions on the results. Moreover, Management and Supervisory Board made the<br />
annual compliance statement to the German Corporate Governance Code in December 2007.<br />
aCCounting<br />
Deloitte & Touche GmbH Wirtschaftsprüfungsgesellschaft, Hamburg, were chosen as the<br />
company’s independent auditors at the Annual General Meeting and appointed by the Supervisory<br />
Board. The Supervisory Board then negotiated the conditions for the audit, determined<br />
the items for the audit and authorized the audit. The company’s independent auditors<br />
examined the financial statements and the consolidated financial statement of D+S <strong>europe</strong> AG<br />
for the year ending December 31, 2007 as well as the Management’s report on the company<br />
and the Group and the corresponding accounts and applied an unrestricted audit certificate.<br />
Moreover, the auditors examined the company’s early-warning system required by German legislation<br />
§ 317 Sect. 4 HGB and as a result concluded that the company’s management fulfilled<br />
its obligations as specified in legislation on controls and transparency within companies at<br />
operational and strategic levels.<br />
On March 17, 2008 the Supervisory Board’s balance sheet meeting took place. Prior to the<br />
meeting the corresponding documents and auditors’ reports as well as Management’s proposal<br />
for the utilization of the balance sheet profits and all other drafts and meeting reports were<br />
distributed to the members of the Supervisory Board. The auditor participated in the meeting,<br />
reported on the audit and its results, and was available to answer questions or discuss the<br />
documents.<br />
The Supervisory Board was in agreement with the results of the audit carried out by the independent<br />
auditor and, after its own examination, came to the conclusion that there were no<br />
reservations to be made. At this balance sheet meeting held on March 17, 2008 it approved the<br />
financial statements, the consolidated financial statements along with the Management’s<br />
report on the company and the Group for the business year 2007. The annual financial statements<br />
are thereby adopted (§ 172 Sentence 2 of the German Stock Corporation Act).<br />
The Supervisory Board agreed to the proposal of the Management Board for the utilization<br />
of the balance sheet profits.<br />
The Supervisory Board would like to thank the company’s Management, all the company’s<br />
employees and those of affiliated companies as well as the works councils for their great<br />
commitment, their dedication in the interest of the enterprise and for the achievements accomplished<br />
in the 2007 business year.<br />
Hamburg, March 2008<br />
The Supervisory Board<br />
Klaus Thiemann<br />
Chairman of the Supervisory Board<br />
D+S <strong>europe</strong> AG<br />
RepoRt of the supeRvisoRy BoaRd<br />
13
14 <strong>d+s</strong> euRope’s shaRe<br />
<strong>d+s</strong> <strong>europe</strong>’s share<br />
• 46% price increase of <strong>d+s</strong> <strong>europe</strong> share in 2007<br />
• <strong>d+s</strong> <strong>europe</strong> share clearly beats dax, sdax & tecdax in 2007<br />
• market capitalization rises by 76% compared to 2006 to eur 462.5 million<br />
• coverage basis extended to five research houses<br />
by dresdner kleinWort & sal. oppenheim<br />
histoRiCal data of <strong>d+s</strong> euRope shaRe<br />
WKN: 533680<br />
ISIN: DE0005336804<br />
Code: DSJ<br />
Market segment: Prime Standard<br />
Trading centers: XETRA, Frankfurt, München, Stuttgart, Düsseldorf,<br />
Hamburg, Hannover, Berlin<br />
Index: SDAX<br />
CDAX<br />
Prime All Share<br />
Prime Media Performance<br />
Classic All Share<br />
Designated Sponsors: Close Brothers Seydler AG Wertpapierhandelsbank,<br />
Lang & Schwarz Wertpapierhandelsbank AG,<br />
Sal. Oppenheim jr. & Cie. KGaA<br />
First listing: May 23, 2000<br />
monthly highs, lows and Closing pRiCes as well as tRade<br />
volumes of the <strong>d+s</strong> euRope shaRe in the CouRse of 2007<br />
million units<br />
8<br />
6<br />
4<br />
2<br />
0<br />
8.90<br />
7.90<br />
9.55<br />
8.04<br />
10.08<br />
7.61<br />
11.00<br />
10.32<br />
12.57<br />
11.14<br />
11.95<br />
10.20<br />
13.61<br />
11.35<br />
14.98<br />
12.15<br />
14.44<br />
12.70<br />
14.37<br />
12.60<br />
12.98<br />
10.41<br />
13.66<br />
11.94<br />
Jan Feb March Apr May Jun Jul Aug Sept Oct Nov Dec<br />
trade volume highs and lows (closing prices) monthly closing price<br />
EUR<br />
16<br />
12<br />
8<br />
4<br />
0
1. gloBal stoCk maRket peRfoRmanCe 2007<br />
In comparison with the previous year, stock market year 2007 was distinctly more volatile. At<br />
the beginning most share markets saw a continuation of the positive market trend of the previous<br />
year. Due to an elevated inflation level, above all caused by strongly increased food and<br />
energy prices, and the accompanying increase interest rates in the Euro zone as well as in the<br />
USA, the global economic growth in general and the US economic growth in particular slackened.<br />
While US share price indicators still showed increases in the first half year, the second<br />
half saw intensified volatility and a clear share price correction due to the aggravating crisis of<br />
the mortgage market. All in all, the US stock exchanges traded sideways in 2007. In Germany,<br />
on the other hand, the DAX showed strong stock price gains until July and a short-lived all-time<br />
high – also aided by continuing low indexes in the historic comparison. As opposed to the US<br />
stock exchanges, the DAX was able to maintain its positive share price throughout the rest of<br />
the year in spite of the weak US price lead and the gradually noticeable impact of the subprime<br />
crisis. As of December 28, 2007, DAX closed with 8,067 points in XETRA. Thus in 2007, the<br />
German “Blue Chip” share price indicator achieved a price rise of 22% compared to the previous<br />
year level.<br />
2. <strong>d+s</strong> euRope shaRe against RefeRenCe indeXes 2007<br />
All in all, in 2007 the trend of the D+S <strong>europe</strong> share was highly welcome: After a rather restrained<br />
start of the year which, based on the daily closing rates, was marked by the annual low<br />
of EUR 7.61 on March 5, 2007, in the following weeks and months the share soared to reach<br />
its annual high of EUR 14.98 on the basis of daily closing rates on August 9, 2007 due to the<br />
announcement and implementation of the Heycom acquisition and the notification of a new<br />
turnover and earnings record for the 2006 business year. Not even the notification of a strong<br />
third quarter of 2007 with an increase in EBIT of 125% compared to the previous year could<br />
prevent a reduction of the price markup towards the end of the year on account of increased<br />
profit taking. The year-end price on December 28, 2007 stood at EUR 12.33. Compared to<br />
the previous year value the D+S <strong>europe</strong> share showed a fat gain of 46%. With this advance in<br />
prices, D+S <strong>europe</strong>’s share belonged to the SDAX top group and ranked seventh with regard<br />
to the share price development in 2007.<br />
In comparison with its reference indexes, D+S <strong>europe</strong>’s share saw a distinct out performance<br />
(+46%) in 2007: The D+S <strong>europe</strong> share clearly outdid Prime Media Performance (-16%), SDAX<br />
(-7%), Classic All Share (+6%), Prime All Share (+20%), CDAX (+20%).<br />
In 2007 D+S <strong>europe</strong> share also fared better than DAX (+22%) and TecDAX (+30%):<br />
peRfoRmanCe of <strong>d+s</strong> euRope in 2007 (in peRCent)<br />
%<br />
180<br />
160<br />
140<br />
120<br />
100<br />
80<br />
Jan Feb March Apr May Jun Jul Aug Sep Oct Nov Dec<br />
D+S <strong>europe</strong> share DAX SDAX TecDAX<br />
<strong>d+s</strong> euRope’s shaRe<br />
peRfoRmanCe of <strong>d+s</strong><br />
euRope shaRe and its<br />
RefeRenCe indeXes<br />
-20 % 0 % 20 % 40 % 60 %<br />
D+S <strong>europe</strong> share<br />
CDAX<br />
(Performance)<br />
Prime All Share<br />
(Performance)<br />
“ dax asserts gains<br />
With share price<br />
rise of 22%”<br />
“ <strong>d+s</strong> share<br />
gains 46%”<br />
Classic All Share<br />
(Performance)<br />
SDAX<br />
Prime Media<br />
Performance<br />
15
16 <strong>d+s</strong> euRope’s shaRe<br />
3. indeXes 2007 against 2006<br />
As in the past years D+S <strong>europe</strong> AG also applied its own share as currency for its acquisition<br />
strategy in 2007. In the course of financing the Heycom acquisition several equity measures<br />
were implemented: Thus at the end of March 2007 a successful capital increase in cash by<br />
1,642,000 shares was carried out, authorized by the Annual General Meeting of June 7, 2006.<br />
A further capital increase in cash by 350,000 shares took place in June 2007. Moreover, at<br />
the end of June 2007, a capital increase in kind by 3,500,000 shares was executed. Another<br />
900,000 shares were issued to TOCOS Beteiligung GmbH against cash. TOCOS is the investment<br />
company of Mr Detlev Meyer, a successful textile entrepreneur (Cecil, Street One) and<br />
strategic investor. With his experience in the fashion industry he will support D+S <strong>europe</strong> AG<br />
with regard to implementing its e-commerce strategy.<br />
The number of shares was increased by another 48,148 shares in the course of an earnout<br />
agreement from a former takeover at the end of September. The number of shares in circulation<br />
at the end of 2007 thus rose from 31,071,099 in the previous year to 37,511,247 (+21%).<br />
Mainly driven by the strong trend in share prices as well as to a smaller extent by an increase in<br />
the number of shares, the rise in market capitalization continued as in the years before. At the<br />
end of 2007 it amounted to EUR 462.5 million, thus exceeding the previous year figure by 76%.<br />
Hand in hand with the rise in share prices, the D+S <strong>europe</strong> share trade also increased significantly.<br />
In 2007 over 440,000 D+S <strong>europe</strong> shares were traded on average per day across all<br />
trading centers. Against the comparable figure of 144,000 shares a year before this represents<br />
an increase of 206%. Thus the share of D+S <strong>europe</strong> AG is among the top group in SDAX in<br />
view of its liquidity. Due to strongly enhanced liquidity and increased market capitalization the<br />
D+S <strong>europe</strong> share is moving closer to the acceptance criteria for MDAX. At the end of December<br />
2007 the D+S <strong>europe</strong> share achieved rankings 64 and 67 with regard to MDAX criteria and<br />
market capitalization. In order to be accepted to MDAX, placement among the 60 best enterprises<br />
based these two criteria is required.<br />
numBeR of <strong>d+s</strong> euRope shaRes<br />
million units<br />
50<br />
40<br />
30<br />
20<br />
10<br />
0<br />
2005<br />
2006 2007<br />
4. investoR Relations aCtivities<br />
maRket Capitalization<br />
million EUR<br />
Investor relations (IR) are of major importance to D+S <strong>europe</strong> AG in order to provide transparent<br />
communication on corporate policy and trust in and integrity for the D+S <strong>europe</strong> share.<br />
In order to maintain existing investors and attract new ones numerous road shows, analyst<br />
conferences and individual talks were carried out in 2007. In view of the further development<br />
of D+S <strong>europe</strong> AG’s business model by acquiring the Heycom Group, IR activities were intensified<br />
to ensure that investors were kept up-to-date in detailed and understandably on this<br />
strategic step.<br />
Altogether D+S <strong>europe</strong> AG road shows took place in the following countries: Austria, Belgium,<br />
Denmark, Germany, Great Britain, France, The Netherlands, Switzerland and the USA.<br />
As in previous years, D+S <strong>europe</strong> AG also exhibited at the Small & Mid Cap Conference in<br />
Frankfurt in April 2007 and at the German Equity Forum in November 2007.<br />
500<br />
400<br />
300<br />
200<br />
100<br />
0<br />
2005<br />
2006 2007<br />
eaRnings peR shaRe<br />
million EUR<br />
0.6<br />
0.4<br />
0.2<br />
“ tocos beteiligung<br />
0<br />
neW strategic<br />
investor”<br />
“ <strong>d+s</strong>, top performer<br />
in sdax”<br />
2005<br />
2006 2007
Moreover, D+S <strong>europe</strong> AG publishes detailed information regarding its share and the company’s<br />
business results on its website under “Investor Relations”. Thus all annual and quarterly reports<br />
can be accessed. Furthermore, the investor relations link provides essential key figures on D+S<br />
<strong>europe</strong> AG, its shareholder structure, its annual general meeting, on the calendar and observance<br />
of the Corporate Governance Code. The heading “News” provides current corporate news.<br />
And a newsletter can be subscribed to free of charge.<br />
5. shaReholdeR stRuCtuRe on deCemBeR 31, 2007<br />
Management of D+S <strong>europe</strong> AG held an interest of almost 14% of D+S <strong>europe</strong>’s shares as of<br />
December 31, 2007. The next largest shareholder was AvW Management-Beteilungs AG which<br />
informed D+S <strong>europe</strong> AG that its proportion of voting rights in D+S <strong>europe</strong> AG had exceeded<br />
the 5% threshold, reaching 5.15% on June 24, 2005.<br />
Deutsche Bank AG informed D+S <strong>europe</strong> AG that the proportion of voting rights in D+S <strong>europe</strong><br />
AG of its subsidiary, DWS Investment GmbH, had exceeded the 5% threshold, reaching 5.47%<br />
on April 12, 2007.<br />
JPMorgan Chase & Co. informed D+S <strong>europe</strong> AG that its proportion of voting rights in D+S<br />
<strong>europe</strong> AG fell short of the 5% threshold, reaching 4.96% on October 24, 2007.<br />
TOCOS Beteiligung GmbH informed D+S <strong>europe</strong> AG that its proportion of voting rights in D+S<br />
<strong>europe</strong> AG had exceeded the 3% threshold, reaching 4.10% on July 30, 2007.<br />
Pictet Asset Management Limited informed D+S <strong>europe</strong> AG that its proportion of voting rights<br />
in D+S <strong>europe</strong> AG had exceeded the 3% threshold, reaching 3.19% on June 1, 2007.<br />
The remaining free float amounted to about 45% on December 31, 2007.<br />
AvW Management-Beteiligung AG: 5.15%<br />
Remaining free float: ca. 45%<br />
Institutional investors < 3%: ca. 18% each<br />
6. analyst CoveRage<br />
DWS Investment GmbH: 5.47%<br />
TOCOS Beteiligung GmbH: 4.10%<br />
JP Morgan Chase & Co: 4.96%<br />
PICTET Asset Management: 3.19%<br />
Management: 13.81%<br />
In the 2007 business year the coverage basis of the D+S <strong>europe</strong> share was extended by two<br />
renowned research addresses: After acceptance of coverage by Sal. Oppenheim in March 2007<br />
and by Dresdner Kleinwort in September 2007 five analyst companies now attend to the<br />
D+S <strong>europe</strong> share. All five analysts evaluate the D+S <strong>europe</strong> share at “buy” grade. The price<br />
objective for the D+S <strong>europe</strong> share was quoted at EUR 17 by the end of 2007.<br />
An analyst history on recommendations and price objectives can be found on our website<br />
under the caption “Investor Relations” > “Our Share” > “Research”.<br />
Date Institute Analyst Rating Price Objective<br />
EUR<br />
09/11/2007 SES Research Jochen Reichert buy 19.00<br />
13/11/2007 Berenberg Bank Thomas Wissler buy 17.00<br />
13/11/2007 Dresdner Kleinwort Andy Hamer buy 18.40<br />
16/11/2007 Sal. Oppenheim Wolfgang Specht buy 14.00<br />
19/11/2007 West LB Michael Tappeiner buy 16.60<br />
<strong>d+s</strong> euRope’s shaRe<br />
“ 14% of <strong>d+s</strong> shares<br />
held by management”<br />
“ coverage extended<br />
by tWo renoWned<br />
research<br />
addresses”<br />
17
18 positioning and stRategy<br />
customer excellence ...<br />
our strategy<br />
“ making brand equity in e-commerce and in service a true experience and increasing customer value<br />
on the basis of high satisfaction – that is the core of our ’customer excellence’ strategy.”<br />
Dipl.-Ing. Achim Plate, Chairman of the Board of D+S <strong>europe</strong> AG<br />
<strong>d+s</strong> e-commerce & fulfillment services<br />
With our integrated service model for e-commerce, we enable our clients, in particular merchandizers, to<br />
completely outsource their Internet-based sales. Leading brand manufacturers from the textile and clothing<br />
industry as well as enterprises from the food industry and the field of household articles make use of our<br />
subsidiary Heycom’s highly productive online shops, its fulfillment warehouse and its groundbreaking management<br />
of goods. In 2008 we expect private customers to buy about 45 million articles via the online shops<br />
we are operating.<br />
<strong>d+s</strong> mobile & telephony services<br />
We are the link between private customers and enterprises. Via Internet online shops which we operate for<br />
our clients. By telephone via the Intelligent Network of our dtms which will presumably transmit about 300<br />
million service number calls in connection with value-added services in 2008. And in mobile communication<br />
and transaction management via our mobileview platform which will transmit approximately 130 million<br />
SMS, MMS and chats in 2008.<br />
<strong>d+s</strong> communication & collection services<br />
In our mostly TÜV-certified service centers we make more than 40 million direct phone calls with customers<br />
every year and process the email and mail correspondence of our clients’ private customers. In this field we<br />
apply our award-winning voice portals which we will use in 2008 to make about 10 million fully or partly<br />
automated telephonic customer contacts. Our D+S address provides our clients with over 30 million German<br />
mailing addresses with numerous selection features. We also make more than ten million bookings for our<br />
clients every year, offering private customers various classical and electronic methods of payment. Our billing<br />
services are complemented by innovative debt management which involves multi-media contact channels<br />
and can be contained in customer service.
… for the challenges<br />
of tomorroW<br />
Digital customer relationships in connection with management of digitally initiated transactions,<br />
that’s our challenge – customer excellence in e-commerce and customer contact management,<br />
that’s our answer. With our integrated approach of “Connection – Commerce – Communication<br />
& Collection” we create satisfied private customers and optimize the ratio between<br />
our clients’ investments in customer relationship and the added value from this relationship.<br />
Full Service E-Commerce<br />
D+S e-commerce &<br />
fulfillment services<br />
• Online Shop Design & Consulting<br />
• Content Management<br />
• Warehousing & Fulfillment<br />
• Return & Debitor Management<br />
• Online Marketing<br />
• CRM & Data Mining<br />
Customer Contact Management<br />
D+S mobile &<br />
telephony services<br />
• Service Call Numbers<br />
• Intelligent Network<br />
(NGN) & Routing<br />
Concepts<br />
• SMS/MMS Services<br />
• Mobile Content<br />
• Billing (SNR & mobile)<br />
D+S communication &<br />
collection services<br />
• Communication Centers<br />
• Dialog Automation<br />
• Address Management<br />
• Payment Solutions<br />
• Collection Services<br />
In the course of our growth strategy initiated in mid-2004, we have combined many different<br />
competencies which enable us to serve the basic requirements for multi-channel transactions as<br />
“the customer excellence group” under the umbrella of D+S <strong>europe</strong> AG.<br />
The link between all parts of the Group is our joint mission of “customer excellence”. We regard<br />
our private customer services as the basis for sustainable customer retention and create outstanding<br />
sales results. For this reason all operative activities of our Group are designed to fulfill<br />
private customers’ concrete and emotional key expectations, whenever and wherever they make<br />
contact with the enterprise.<br />
We continuously strive to provide our clients with ever more personalized and more dynamic<br />
offers. Perfect satisfaction of private customers with the highest possible added value – that<br />
is what we aim at. Thus we guarantee to our clients long-term customer loyalty and optimized<br />
cost structures, efficient new customer acquisition and, consequently, an increase in<br />
customer lifetime value. Because our clients’ success is our success.<br />
19
20<br />
<strong>d+s</strong> e-commerce & fulfillment services<br />
only two<br />
moRe nights.<br />
then mum will get<br />
heR jeans and i’ll<br />
get my new summeR<br />
dRess.<br />
wondeR if paying is<br />
just as easy?
sure! thanks to<br />
logistics and<br />
payment systems<br />
from one provider:<br />
<strong>d+s</strong> <strong>europe</strong>.<br />
21
22 <strong>d+s</strong> e-CommeRCe & fulfillment seRviCes<br />
our solutions ...<br />
online-shops<br />
We provide our clients with top quality online<br />
shops, their operation based on our own<br />
software consistently improved in a period<br />
of meanwhile over 50 man years. We design<br />
first-class online shops along our clients’<br />
design concepts and consult them as to<br />
promotional aspects. With professional photos<br />
we present the products from different<br />
angles and with many blow-up examples.<br />
In the selection and buying process for the<br />
user we focus on comfort and convenience.<br />
Behind the scenes, shops are directly linked<br />
to our merchandise planning system.<br />
online-marketing<br />
We promote the success of online shops we<br />
operate for our clients. We increase visitors’<br />
frequency to our clients’ shops by means of<br />
search engine marketing, affiliate marketing<br />
as well as newsletter marketing. We record<br />
and analyze customer behavior via pixel<br />
tracking and continuously optimize the buying<br />
process.<br />
Warehousing and sorting<br />
We use special warehouse concepts for<br />
different classes of goods. Especially in<br />
the fashion sector, we use special storage<br />
concepts for hanging and folded apparel<br />
according to type of material and product<br />
mix depth. Our goods handling processes<br />
are designed for maximum speed. As soon<br />
as goods arrive, they are registered per<br />
scan check and sorted and shelved in our<br />
warehouse. Thus we achieve a time-tomarket<br />
period of 72 hours on average.<br />
We always have an eye on availability so<br />
that goods which are not available disappear<br />
from the shop range.<br />
dispatch and return<br />
management<br />
’Speed sells’ is our philosophy. The faster<br />
goods reach customers the more likely they<br />
are to buy them. In the shops operated by<br />
D+S, customers can have their orders delivered<br />
by the transport contracter of their<br />
choice. We ensure that 95% of orders are<br />
delivered to the customer within 2 workdays.<br />
In return manage ment we subject<br />
returns to a multi-stage quality check and<br />
immediately put them on sale in our shops<br />
again.
… <strong>d+s</strong> e-commerce &<br />
fulfillment services<br />
We stimulate enthusiasm for online shopping<br />
For years, online trading has recorded terrific growth rates. Trading companies gear themselves<br />
to multi-channel sales and push into the Internet.<br />
Whether fashion enterprises, manufacturers of household articles, wine dealers or shoe manufacturers<br />
– we enable our clients to fully outsource their Internet sales. We take their goods on<br />
commission, organizing the entire online sales process – from warehouse management and<br />
provisioning in the shop via dispatch and return management to billing of sold goods.<br />
With our comprehensive online shop solutions, which also comprise international customer<br />
care, we address the global market and supply countries all over Europe.<br />
The centerpiece of our e-commerce activities is our subsidiary Heycom, which – with over 1,200<br />
employees conveniently located near Hanover – organizes and handles the entire online sales<br />
process. Since its foundation in 1997, Heycom has specialized in the online trade for fashion<br />
and clothing enterprises. In this field, extraordinary quality standards are applied with regard<br />
to product mix depth and customers’ emotionality when buying fashion apparel. Thus an<br />
infrastructure and processes were created that are designed for the particular depth of product<br />
mix resulting from the diversity of fashion articles, colors and sizes.<br />
Our clients’ success is directly correlated with our success, especially so because we trade goods<br />
on commission. We do our utmost to make our clients’ online shops the most frequented and<br />
sales-boosting ones. Here we are supported by our subsidiary Adamicus with its variety of solutions<br />
for online performance marketing.<br />
23
24<br />
<strong>d+s</strong> mobile & telephony services<br />
easy CheCk-in via<br />
moBile phone. at<br />
last, paRis again!<br />
i’m glad they sent<br />
me the sms on<br />
vaCant seats.<br />
wondeR how they<br />
do it?
With our solutions for<br />
fixed and mobile<br />
telephony<br />
We promote sales<br />
and customer loyalty.<br />
25
26 <strong>d+s</strong> moBile & telephony seRviCes<br />
service call numbers<br />
Service call numbers such as 0800, 0180<br />
or 0900 are the access to tariff models<br />
and value-added services in telephony.<br />
Be it the free order hotline, televoting with<br />
its uniform charge rates or the flexible<br />
pricing of a phone call depending on the<br />
service supplied, such as Technical Support.<br />
Our Group portfolio comprises premium<br />
call numbers, free phone numbers and<br />
shared-cost numbers for Germany and<br />
19 further European countries.<br />
value-added services<br />
In our Intelligent Network we transmit millions<br />
of telephone calls for our clients, broadening<br />
the possibilities of telephony. The beneficiaries<br />
of this service are our clients and their<br />
customers. Our NetworkACD, for example,<br />
distributes even large call volumes flexibly<br />
within entire companies with decentralized<br />
structures. We can differentiate between<br />
impatient re-diallers and premium customers<br />
and forward them separately. We also offer<br />
simple, customer-friendly conference and<br />
payment solutions.<br />
our solutions …<br />
mobile solutions<br />
We combine voice and data services. Thus<br />
mobile phone customers of information<br />
services benefit, for instance, from the fact<br />
that after the announcement of a telephone<br />
number, the complete contact data including<br />
postal address is sent by SMS without<br />
additional charges. Our straightforward solutions<br />
enable air passengers to check into a<br />
booked flight at the push of a few buttons.<br />
Moreover, we provide mobile information,<br />
chat and entertainment services as well as<br />
WAP services and download offers with<br />
links to over 60 mobile network operators<br />
and service providers.<br />
mobile marketing/crm<br />
With mobile networks, selling becomes flexible<br />
and individual. We make it possible to<br />
offer free seats at attractive conditions and<br />
at short notice to frequent fliers who fly<br />
a certain air route regularly. We supply fan<br />
clubs with club news under club branding<br />
per MMS and SMS. And we build a bridge<br />
from advertisements on potato chips bags<br />
or yoghurt cups to interactive portals. With<br />
these user-friendly solutions we create sales<br />
success but also enthusiasm and sustainable<br />
customer loyalty.
… <strong>d+s</strong> mobile & telephony services<br />
We make clever multi-media connections<br />
We connect private customers with enterprises, thereby covering all relevant multi-media<br />
contact channels using Internet platforms and email as well as the traditional fax.<br />
In our view, the most attractive and versatile possibility to create added value for private customers<br />
and enterprises in digital customer contact management is clearly telephonic and mobile contact.<br />
In contrast to other media we can considerably increase the potential of this contact channel with<br />
our own technology in order to practice active customer value management with sophisticated<br />
sales and service strategies. That’s why, with our subsidiaries dtms and mobile view, we have<br />
established a homogenous platform for value-added services via fixed and mobile networks.<br />
dtms, the experts for service call numbers and value-added services, is an established provider<br />
for professional voice-portal solutions in the field of corporate customer dialog. With its own<br />
Intelligent Network which transmits calls between customers and enterprises, dtms can provide<br />
technical solutions such as call routing or conferencing as managed services, thus essentially<br />
reducing costs for their clients. dtms converts the telephonic interface into a portal which can<br />
supply various services of variable contents at flexible rates.<br />
Operation of mobile entertainment, infotainment, data and content services is the specialty<br />
of our subsidiary mobileview. Mobileview is one of the leading European wireless application<br />
service providers (WASP). As “one-stop shop” with exclusive, highly up-to-date mobile content,<br />
special payment solutions for SMS, WAP and Web services, mobileview provides for its clients<br />
a wide range of intelligent “plug-and-play” applications for content, subscription, info, chat<br />
services and individual solutions with international coverage.<br />
27
28<br />
<strong>d+s</strong> communication & collection services<br />
fiRst my weB<br />
ConneCtion was<br />
speeded up.<br />
then my ChaRge<br />
Rate was suddenly<br />
impRoved.<br />
how do they<br />
always know what<br />
CustomeRs go foR?
ecause With the added-<br />
value management<br />
of <strong>d+s</strong> <strong>europe</strong><br />
We cultivate<br />
customer relationships.<br />
29
30 <strong>d+s</strong> CommuniCation & ColleCtion seRviCes<br />
communication centers<br />
Whether it’s for information on your energy<br />
invoice, technical support for your DSL<br />
installation or vehicle financing. The agents<br />
of our communication centers are in multimedia<br />
dialog with several million private<br />
customers of enterprises from different<br />
sectors. Modern technologies, partly selfdeveloped,<br />
assist us in efficiently deploying<br />
our personnel and serving private customers<br />
individually, personally and according to<br />
customer value.<br />
content &<br />
payment<br />
Apart from dialog services, our sales and<br />
service products comprise entire transactions.<br />
We are the interface between enterprises<br />
and customers for content in spoken<br />
and digital form. Telephonic information<br />
on tariffs is one example of spoken content.<br />
Ringtone downloads or technical sketches<br />
transmitted by email are digital contents.<br />
Knowledge on millions of customer queries<br />
is available to our agents in databases for<br />
fast retrieval. Services supplied are settled<br />
by means of classical and electronic payment,<br />
just like buying e-commerce goods.<br />
our solutions ...<br />
dialog automation<br />
We are the market leaders in dialog automation.<br />
Our solutions enable private customers<br />
to act quickly and economically:<br />
from self-service travel information via<br />
ticket reservations per voice-computer to<br />
changing master data via voice entry. We<br />
implement voice portals linked with databases<br />
allowing interaction from private<br />
customers to enterprises and vice versa.<br />
address and collection<br />
management<br />
Content must be directed objectively; services<br />
rendered must be paid for. These additional<br />
services are handled by our address<br />
and collection management. Thus we boost<br />
our clients’ success with useful information,<br />
for instance, on matters such as mail order<br />
affinity, reading habits and buying power of<br />
millions of private people in Germany.In the<br />
field of collection we break new ground by<br />
integrating collection of claims into the<br />
service process and by increasing the efficiency<br />
of the measures taken by using modern<br />
media, for example, SMS reminders.
… <strong>d+s</strong> communication<br />
& collection services<br />
We execute and invoice exchange of content<br />
Launched as a call center in 1984, our segment “D+S communication & collection services”<br />
represents the origin of our Group – however, in a considerably improved form. The modern<br />
service centers of our D+S communication center management GmbH with about 4,000<br />
employees are technologically designed for multi-channel customer dialog and handling of<br />
entire processes. We focus on the needs of private customers, making sure that they always<br />
receive the services and performance they expect.<br />
D+S solutions is responsible for our technologies, offering consulting, development, integration<br />
and operational services from one source. It operates the largest European VoiceXML platform<br />
which we apply in the field of dialog automation.<br />
In the past years, we have established our address and collection management as complementary<br />
services. Our D+S address GmbH is one of the largest German address proprietors. We<br />
have over 20 million household addresses at our disposal with over 30 classifiable features<br />
constantly enriched by information relevant to our clients. Our D+S inkasso GmbH is a joint<br />
venture with „Real” Solution GmbH (49%), one of the largest group-independent collection<br />
enterprises in Germany. Their business field is the judicial and extra-judicial collection arising<br />
from e-commerce as well as from customer contact transactions. D+S <strong>europe</strong> AG distinguishes<br />
itself from its competitors by paying special attention to individual customer characteristics<br />
and possible future yield potentials resulting from a continuation of the customer relationship.<br />
31
32 RepoRt of management<br />
report of management<br />
Business and Basic Conditions 34<br />
Business Development 42<br />
Property Situation 46<br />
Financial Situation 48<br />
Human Resources 51<br />
Remuneration 51<br />
Supplementary Statement 53<br />
Risks 54<br />
Forecast 70
“ Due to our broad positioning with three segments<br />
which we established in the course of<br />
the past two and a half years, we see ourselves<br />
in a position largely independent from<br />
economic fluctuations and stand for sound<br />
growth.”<br />
Dipl.-Ing. Achim Plate, Chairman of the Board of D+S <strong>europe</strong> AG<br />
33
34 RepoRt of management business and basic conditions<br />
Business development property situation<br />
report of management<br />
1 Business and BasiC Conditions<br />
1.1 maRket<br />
starting point germany – focus <strong>europe</strong><br />
With its comprehensive services for e-commerce and customer contact management<br />
D+S <strong>europe</strong> AG generates over 90% of its Group turnover in Germany. From Germany<br />
D+S <strong>europe</strong> AG already provides a total of 14 countries with its e-commerce services including<br />
operation of international shops and Europe-wide delivery. D+S <strong>europe</strong> AG’s subsidiary<br />
atms with its international service call numbers and value-added services covers 19 countries.<br />
With the mobile solutions of its subsidiary mobileview D+S <strong>europe</strong> AG operates all over and<br />
beyond Europe. D+S <strong>europe</strong> AG as holding company does not perform any operative activities.<br />
<strong>d+s</strong> <strong>europe</strong> ag’s market<br />
high degree of broadband and mobile radio coverage for private customers<br />
According to a survey on structural data carried out by Research Group Wahlen Online in the<br />
summer of 2007, already 64% of German adults used the Internet in the second quarter of<br />
2007. (N) Onliner Atlas 2007 of the Initiative D21 and TNS Infratest, which scrutinized distribution<br />
of the high-speed Internet, come to the same conclusion. Accordingly, in 2007 almost<br />
60% of German online users surfed with broadband access. Compared to 2006 high-speed<br />
access showed an increase of 12 percentage points within one year. At the same time, according<br />
to the Federal Statistical Office, prices for Internet usage fell by 6.0% compared with the<br />
previous year (status: September 2007). The mental barrier against using the Internet was thus<br />
further reduced.<br />
In 2007 in mobile telephony the usage barrier for private users also fell by an average of 2.5%<br />
compared to 2006 due to a decline in prices. With an over-proportional growth of data services<br />
the volume of daily mobile connection minutes in Germany rose by 30% from 155 million<br />
in 2006 to 202 million in 2007 according to a vatm survey. At the same time, however, the<br />
volume of fixed network connection minutes did not decrease, but remained at a high level and<br />
increased from 660 million in the year 2006 to 682 million daily in 2007.<br />
Mobile telephony is turning into an extension of the Internet. Numerous indicators suggest<br />
that the Internet and mobile telephony will grow together quickly in the coming years. Thus in<br />
October 2007 the Internet search machine operator Google entered the market with an operating<br />
system for cell phones which was optimized for the mobile Web. The software supplier<br />
Adobe, on the other hand, developed an application which for the first time enables mobile<br />
terminals to display videos produced with flash programming common in the Internet. Mobile<br />
campaigns also gain importance in the marketing mix of international brand manufacturers.<br />
The simplest version – SMS and MMS campaigns – are already being widely used, as a survey<br />
by Airwide Solutions showed in autumn 2007. Thus 28% of the 50 global brand manufacturers<br />
interviewed had already initiated at least one SMS campaign and 18% said they had launched<br />
one MMS campaign. Another prominent example for increasing significance of mobile offers<br />
is the newspaper BILD-Zeitung. In order to push its own contents, to gain new target groups<br />
and to hike up their online advertising revenue, it launched a new mobile portal in October 2007.<br />
“ over 90% of<br />
turnover at home”<br />
“ tWo thirds of<br />
germans are online”<br />
“ data services in<br />
mobile telephony<br />
groW overproportionally”<br />
“ mobile telephony<br />
Will become extension<br />
of internet”
Financial Situation Human Resources Remuneration Supplementary Statement<br />
Risks Forecast<br />
Requirements for successful e-commerce<br />
Until a few years ago room for development of e-commerce was limited due to a shortage<br />
in the medial development of households, i. e. private customers, as well as the related limited<br />
functionality. Since about 2005 the described environment has radically changed so that<br />
electronic trade has been able to take root after a long start-up phase. As an example take the<br />
development of chargeable music downloads. Market researchers of Media Control counted<br />
9.3 million chargeable music downloads in Germany in the third quarter of 2007. Compared<br />
to the previous-year quarter this represents an increase of 37%.<br />
On this basis online shopping is becoming increasingly popular with consumers. A survey<br />
re presenting the German population carried out by TNS Emnid showed that shopping via<br />
Internet is regarded as a “modern way of shopping”. This is what over two thirds of online<br />
shoppers said about Internet offers and what more than half of the people interviewed (60%)<br />
stated about the TV shopping portfolio. Research Group Wahlen asserted that already in 2007<br />
66% of Internet users bought products and services via the Internet. The survey ACTA 2001-<br />
2007 gives absolute figures according to which the number of online buyers in Germany rose<br />
by 129% from 12.85 million in 2001 to 29.37 million in 2007. According to EuPD Research<br />
E-Commerce 2007 these buyers buy 14 times on average per half-year.<br />
The Internet as sales channel is gaining considerably in importance. An increasing part of the<br />
population uses it to shop. For consumers the Internet means more variety – especially when<br />
shopping – because unlike the stationary trade, which focuses on the choice of masses for<br />
space and cost reasons and provides a strictly demand-oriented range of products, the Internet<br />
is able to provide a much wider range on offer and to serve niche markets without any problems.<br />
Online shops have the great advantage that they can make their goods available not<br />
only to customers in one town or a restricted region but, for example, to a whole country or<br />
even the whole continent.<br />
Impressive growth forecasts for e-commerce<br />
Numerous surveys and analyses agree on impressive growth forecasts for the German e-commerce<br />
market of up to 27% by 2010. According to the Federal Association of German Mail<br />
Order Traders (bvh), 44% of all orders with catalog companies were placed via mouseclick in<br />
2006. This represents an increase of 35% compared to 2005.<br />
According to the survey “European B2C E-Commerce: Spotlight on the UK, Germany and<br />
France” by Emarketer from summer 2007 the European e-commerce market will triple its<br />
turnover volume from EUR 106 billion in 2006 to almost EUR 323 billion by 2011. Germany<br />
still has an enormous potential, which is shown by the fact stated in the same survey, that up<br />
to now online buyers in Germany have generated less than half of the turnover British online<br />
shoppers generate. A survey by Forrester Research forecasts that the annual per-capita turnover<br />
of online shopping will rise by about 50% from an average of EUR 1,000 in 2006 to almost<br />
EUR 1,500 in 2011.<br />
“ E-commErcE<br />
EstablishEd”<br />
“ about 30 million<br />
intErnEt buyErs in<br />
gErmany”<br />
“ grEatEr variEty<br />
in thE intErnEt”<br />
“ 27% incrEasE<br />
by 2010”<br />
“ 2006 to 2011:<br />
tripling of<br />
E-commErcE<br />
turnovEr in EuropE<br />
to Eur 323 billion”<br />
35
36 report of management business and basic conditions<br />
Business Development property Situation<br />
The online business with fashion and clothing articles, a field in which Heycom has a particularly<br />
strong position, is by far the largest and fastest growing driver in distance trading. This is<br />
also reflected in the development of the mail-order trade. According to the Federal Association<br />
of German Mail Order Traders (bvh), in 2006 already each fifth item of clothing was not purchased<br />
in shops but delivered to customers so that they could try it on at home and then make<br />
their buying decision. A survey by TNS-Infratest by order of bvh published in October 2007<br />
found that the online goods turnover of clothing, textiles and shoes rose by almost 40% from<br />
EUR 2.8 billion in 2006 to EUR 3.9 billion in 2007.<br />
Measured by the number of transactions, fashion and clothing are the second most popular<br />
group of merchandise in e-commerce according to the “E-Commerce 2007” survey by Europressedienst<br />
Research (EuPR). 53% of all interviewed online shoppers order their clothes from<br />
Internet traders compared to only 44.1% in the previous year. With regard to turnover in<br />
Germany, textiles take up the top position in online trade with an order value of EUR 2.8 billion<br />
in 2006 according to Network Electronic Business Traffic.<br />
In line with the general business environment the trade industry shows a strong multi-channel<br />
trend. Thus classical trading enterprises and brand manufacturers which have so far been domiciled<br />
in stationary business are increasingly extending their sales to the Internet. The survey<br />
“E-Commerce 2007” carried out by Europressedienst Research (EuPR) shows how important<br />
this trend is. According to this survey, 77% of all traders interviewed want to further expand<br />
their sales in the next 12 months. Half of them (50.6%) intend to use the Internet only, 4.2%<br />
are building on extending their offline sales. About one fifth (22.2%) plan to invest in online<br />
as well as offline sales.<br />
Strong development with e-commerce and customer contact management<br />
The lesson is clear: E-commerce will show strong growth rates in the coming years. Due to the<br />
communication behavior of private customers the Internet trade makes it necessary for enterprises<br />
to provide a complete infrastructure for multi-media customer communication as well,<br />
especially in the fields of telephony and mobile telephony. For this reason the boom in e-commerce<br />
will continue to spur the growth of customer contact management.<br />
Based on the assumption that over 400,000 people work in German service centers and assuming<br />
that each agent has an average of 50 customer contacts, it can be concluded that in Germany<br />
over 20 million non-automated multi-media customer transactions are handled each day, i. e.<br />
over 7 billion transactions each year.<br />
Against this backdrop, providers of consumer goods and services not only need corresponding<br />
service structures in order to cope with these volumes, but they are also increasingly adjusting<br />
to multi-channel sales. In the course of this development recent years have seen a growing<br />
trend towards outsourcing because enterprises find it more and more difficult to represent<br />
the required competencies internally with the due efficiency.<br />
“ Online bOOm in the<br />
fashiOn and clOthing<br />
trade”<br />
“ ecOmmerce with<br />
fashiOn takes up<br />
tOp pOsitiOn”<br />
“ trade adOpts<br />
multichannel<br />
strategy”<br />
“ ecOmmerce<br />
requires multimedia<br />
structures”<br />
“ Over 7 billiOn multimedia<br />
transactiOns”<br />
“ trend tOwards<br />
OutsOurcing”
financial situation human Resources Remuneration supplementary statement<br />
Risks forecast<br />
new market for multi-media transactions<br />
The private customer market is changing. A new generation of “digital customers” is deve -<br />
l oping. They prefer multi-media transactions with companies and make intensive use of the<br />
advantages of e-commerce. These so-called multi-channel customers buy, for instance, via<br />
telephone or Internet, want to be advised of their delivery status via SMS and expect efficient<br />
support in case of application problems, for example, by provision of instructions sent by<br />
email. D+S <strong>europe</strong> AG expects this customer generation to take it for granted that, apart from<br />
giving telephonic support, companies will be able to provide further information, e. g. via SMS<br />
or MMS to their mobile phones or as WAPLink. Corres pondingly, in the face of increasing convergence<br />
of the technical platforms fixed network, mobile network and Internet, D+S <strong>europe</strong> AG<br />
is developing its solutions to integrative, multi-channel communication solutions in the professional<br />
CRM application environment.<br />
Enterprises, with traders leading the way, adapt to changing customer demands with multichannel<br />
strategies and, with regard to this complex matter, they increasingly rely on special ist<br />
service providers such as D+S <strong>europe</strong> AG. These providers, with their full-service range for<br />
e-commerce and customer contact management, operate in overlapping submarkets. These<br />
are essentially the market for e-commerce services from the operation of shops to fulfillment<br />
and logistics, the market for mobile and fixed network-based telephonic value-added services<br />
as well as the market for operative and technological communication center services including<br />
complementary services such as address and collection management.<br />
With its expanded position as full-service provider for e-commerce and customer contact<br />
management D+S <strong>europe</strong> AG covers several growth areas. These individual segments can be<br />
logically broken down on the basis of elementary basic related to the modern digital private<br />
customer transaction business. These are:<br />
1. Connection:<br />
Setting up links between private customers and enterprises, in particular via fixed and<br />
mobile networks, but also via email and Internet platforms.<br />
2. Commerce:<br />
Handling e-commerce processes: from operating online shops over sorting and warehousing<br />
of goods to packaging, dispatch and return management.<br />
3. Communication & Collection:<br />
Provision of customer contact contents. This comprises sales and services which are supplied<br />
either personally by customer agents in service centers or by automated voice- dialog<br />
solutions. Moreover, it includes mobile contents and management of customer data. A<br />
further complementary component is billing of delivered services and goods between companies<br />
and their private customers, comprising general debtor management and classical<br />
and multi-media payment solutions as well as billing of charges for service telephone calls<br />
or SMS/MMS up to management of receivables and collection.<br />
“ customers<br />
go digital”<br />
“ enterprises bank on<br />
specialist services”<br />
“ <strong>d+s</strong> <strong>europe</strong> ag<br />
operates across<br />
markets”<br />
37
38 RepoRt of management business and basic conditions<br />
Business development property situation<br />
The total market addressed by D+S <strong>europe</strong> AG has an estimated current volume of EUR 11<br />
billion p. a. within Germany only, EUR 6.5 billion of which stem from its existing market<br />
for customer contact management without Heycom. The potential provisioning volume for<br />
e-commerce services is valued at about EUR 4.5 billion. D+S <strong>europe</strong> AG’s market has an annual<br />
growth rate in the two-figure percentage range. This strong market growth is caused by the<br />
rapid spread of the high-speed Internet among private customers as well as the resulting scope<br />
of applications and their connection to further media such as mobile radio.<br />
The total market volume of EUR 11 billion in 2007 is made up of sub-volumes from the individual<br />
markets for connection, commerce and communication & collection. From D+S <strong>europe</strong> AG’s<br />
point of view, based on sources such as datamonitor, Deloitte and Forrester Research, the market<br />
volumes of the individual segments are broken down as follows:<br />
1. Connection:<br />
In D+S <strong>europe</strong> AG’s opinion this market is mainly composed of fixed network-based value -<br />
added services as well as mobile services. The German market for value-added services<br />
has a volume of about EUR 2.3 billion and grows annually by 13% on average, which can<br />
be mainly attributed to the increasing demand for service call numbers for customer<br />
segmentation as well as on the general increase in customer interaction. D+S <strong>europe</strong> AG<br />
currently rates the German market potential for wireless application providers (such as<br />
mobileview) specialized in developing and operating mobile solutions in the field of mobile<br />
CRM, mobile marketing and mobile entertainment at about EUR 600 million. In the next<br />
years an annual growth potential of 25-30% is expected. The growth driver is the general<br />
increase in the use of mobile services on account of a wider spread of UMTS, improved<br />
multi-media terminals and the introduction of flat rates for mobile Internet access. This<br />
leads to a strong increase in the demand for individual converging solutions for almost all<br />
those enterprises which in the future intend to serve their customers not only via telephone<br />
and Internet but also via mobile data services. Among these are many of D+S <strong>europe</strong> AG’s<br />
existing clients.<br />
2. Commerce:<br />
The D+S <strong>europe</strong> AG’s market in this field has to be assessed with regard to the addressable<br />
provisioning volume for full-service products in the area of online shopping.<br />
D+S <strong>europe</strong> AG assumes a market volume of EUR 4.25 billion. The average annual growth<br />
rate of 27% is high, which results from the previously described orientation of trade-based<br />
enterprises towards multi-channel sales focused on the Internet.<br />
3. Communication & Collection:<br />
The focus of this sub-segment are customer services with a volume of EUR 2.3 billion and<br />
an average annual growth rate of 17%. The essential driver here is the dramatically increasing<br />
volume in multi-media customer contacts. In this context, companies generally show an<br />
increasing trend towards outsourcing, because it enables them to better meet the demand<br />
for cost efficiency combined with enhanced quality. Furthermore, the market for dialog<br />
automation solutions with a market volume of EUR 130 million and an average annual<br />
growth rate of 22% as well as the address management market with a volume of EUR 240<br />
million and an annual average growth rate of 10% also belong to the content market.<br />
Collection services with a volume of about EUR 1 billion are another relevant part of this<br />
market segment. The collection market shows an average annual growth rate of 11%.<br />
“ eur 11 billion of<br />
market volume”<br />
“ consideration of<br />
individual markets”
Financial situation Human resources remuneration supplementary statement<br />
risks Forecast<br />
D+S <strong>europe</strong> AG cannot make a concrete estimation of the market volume for billing and<br />
payment services due to its lack in transparency. In general D+S <strong>europe</strong> AG expects this<br />
field to develop parallel with the overall growth of the e-commerce market.<br />
1.2 Industry segment & PosItIonIng<br />
the Competitive environment of <strong>d+s</strong> <strong>europe</strong> Ag<br />
With its comprehensive positioning D+S <strong>europe</strong> AG covers the essential demand of companies,<br />
when these outsource their e-commerce and customer contact management. D+S <strong>europe</strong> AG<br />
thus covers several growth areas at the same time. Organizationally D+S <strong>europe</strong> AG is divided<br />
into three similarly large segments: these are “D+S mobile & telephony services” (mobile services,<br />
value-added telephony services), “D+S e-commerce und fulfillment services” (e-commerce<br />
management), as well as “D+S communication & collection services” (customer dialog solutions,<br />
address and collection services). With this all-embracing portfolio the D+S <strong>europe</strong> Group<br />
is one of the few providers which are positioned in the market as full-range providers. Correspondingly,<br />
D+S <strong>europe</strong> AG does not belong to one sector in particular. With regard to the<br />
complexity of its overall portfolio within the Group, in Germany D+S <strong>europe</strong> AG can most likely<br />
be compared with the arvato Group which is part of the Bertelsmann Group. D+S <strong>europe</strong> AG is<br />
not aware of other German outsourcing providers with a similarly complex portfolio.<br />
D+S <strong>europe</strong> AG’s competitive environment is strongly fragmented and has not yet reached the<br />
final stage. The industry is in a process of continual change. In the field of “D+S mobile &<br />
telephony services” (mobile services, value-added telephony services) D+S <strong>europe</strong> AG has<br />
two of the leading providers for voice and data-based value-added services, dtms GmbH and<br />
mobileview. With the exception of the ex-monopolist Telekom, D+S <strong>europe</strong> AG’s competitors<br />
are mainly niche providers who basically focus on voice and data-based services.<br />
In the field “D+S e-commerce und fulfillment services” (e-commerce management) in<br />
D+S <strong>europe</strong> AG’s opinion the D+S subsidiary Heycom has only 3 or 4 competitors providing<br />
a combination of shop operation and fulfillment in their service portfolios. Especially in the field<br />
of the strongly specialized e-commerce management for fashion and textile companies, competition<br />
for Heycom is even lower. The core competencies of other market participants positioned<br />
as e-commerce providers are either logistics or e-commerce software not serving each of the<br />
other fields.<br />
The relevant competitive environment in the field of “D+S communication & collection services”<br />
consists in roughly over 4,000 communication centers including inhouse communication<br />
centers which do not present themselves as service providers. On the basis of “Call Center<br />
Rankings” published by the trade journal “Call Center Profi” in June 2007, less than ten outsourcing<br />
providers employ a staff of several thousand.<br />
“ D+S <strong>europe</strong> AG’S<br />
Action Scope<br />
AcroSS SectorS”<br />
“ StronGly<br />
frAGmenteD mArket”<br />
39
40 RepoRt of management business and basic conditions<br />
Business development property situation<br />
In the dynamical structure of the industry, various developments can be observed: Communication<br />
center providers are extending their portfolios by the field of logistics, marketing<br />
agencies are expanding in the area of communication center services, software producers<br />
for e-commerce are trying to integrate fulfillment. From D+S <strong>europe</strong> AG’s point of view, a uniform<br />
trend is not identifiable.<br />
positioning of <strong>d+s</strong> <strong>europe</strong> ag<br />
With its combination of e-commerce and customer contact management services D+S <strong>europe</strong> AG<br />
has positioned itself as the outsourcing partner for large enterprises from almost all private<br />
customer-oriented industries. D+S <strong>europe</strong> AG meets potential clients as a provider for complex<br />
outsourcing of exacting quality standards with the claim “the customer excellence group”.<br />
“customer excellence” means the fulfillment of one’s clients’ concrete and emotional key<br />
expectations.<br />
Ahead of the trend towards multi-channel orientation – a trend seen in trade enterprises as<br />
well as other industries – D+S <strong>europe</strong> AG by its combination of e-commerce and customer<br />
contact management services has positioned itself as one of the few outsourcing providers<br />
which, with its comprehensive experience, can offer the entire process chain for modern multichannel<br />
transaction management with private customers as a one-stop service.<br />
Fashion companies so far domiciled in the stationary trade are one of the most strongly booming<br />
segments in e-commerce. With its e-commerce subsidiary Heycom D+S <strong>europe</strong> AG has<br />
acquired over ten years of experience in this young market and, with its full-service product<br />
range, is one of the few providers to offer a convincing and truly successful solution in this field.<br />
For companies that intend to establish Internet sales in the European market D+S <strong>europe</strong> AG<br />
is an important potential partner. Within this group D+S <strong>europe</strong> AG, with a competency<br />
unique in Germany, addresses those fashion companies that want to develop the Internet<br />
as sales channel as efficiently as possible and without building up their own structures. It is<br />
precisely these clients from the fashion industry that D+S <strong>europe</strong> AG provides with a complete<br />
solution for online sales with D+S <strong>europe</strong> AG presenting itself as specialist for the development<br />
and operation of online shops as well as for warehousing and dispatching of goods.<br />
Moreover, D+S <strong>europe</strong> AG handles the complete complementary multi-media customer service<br />
as well as billing and payment management for its clients. Apart from the fashion segment<br />
D+S <strong>europe</strong> AG also serves other industries. Thus via its subsidiary Heycom it has also clients<br />
in the fields of household articles and non-perishable foods.<br />
“ industry in<br />
dynamical<br />
development phase”<br />
“ commitment to<br />
quality as<br />
’the customer<br />
excellence group’ ”<br />
“ multi-channel<br />
partner for almost<br />
all private customer<br />
industries”<br />
“ established<br />
solutions for<br />
fashion industry<br />
boom market”
Financial Situation Human Resources Remuneration Supplementary Statement<br />
Risks Forecast<br />
D+S <strong>europe</strong> AG’s company history of almost 25 years has its origin in the field of customer<br />
contact management. D+S <strong>europe</strong> AG is known in this line of business as outsourcing partner<br />
for almost all private customer-oriented industries. D+S <strong>europe</strong> AG has a particularly strong<br />
position as service provider for enterprises from industries which traditionally do not depend<br />
on the economic situation, such as energy suppliers, telecommunications, financial service<br />
providers, public authorities and insurances. Its service portfolio in this field comprises technological<br />
as well as content-related elements: from address management via mobile and fixed<br />
network-based value-added services as well as communication center services up to payment<br />
and collection.<br />
D+S <strong>europe</strong> AG distinguishes itself in the market especially by focusing on outsourcing of<br />
comprehensive processes comprising numerous elements of its entire value-added chain. In this<br />
context its strategy of Integrated Customer-Value Management is gaining in importance. Here<br />
multi-media sales channels and services depend on the individual customer value, guaranteeing<br />
enterprises an optimum ratio between customer added value and service expenditure.<br />
Apart from its market-leading overall positioning it is a component of D+S <strong>europe</strong> AG’s corporate<br />
strategy to belong to the top-3 providers in the individual business units as well. This<br />
way D+S <strong>europe</strong> AG ensures good market access for its integrated complete solutions as well as<br />
for the modular products of its individual segments. In the segments of “D+S mobile & telephony<br />
services” and “D+S communication & collection services” D+S <strong>europe</strong> AG has already reached<br />
this position in the past. By incorporating the Heycom Group in 2007, the Group also succeeded<br />
in reaching a top position in no time at all as service provider for e-commerce transactions<br />
in the e-commerce sub-segment.<br />
At Group level, D+S <strong>europe</strong> AG operates services for several thousand enterprises. The distribution<br />
to the individual segments, however, differs significantly. In the segments “D+S communication<br />
& collection services” as well as “D+S e-commerce & fulfillment services” D+S <strong>europe</strong> AG<br />
services a total of about one hundred enterprises. In these segments D+S <strong>europe</strong> AG is one<br />
of the few outsourcing providers which large clients believe have the technological and organizational<br />
competency to establish structures for complex tasks with three-figure staff at short<br />
notice. In the “D+S mobile & telephony services” segment D+S <strong>europe</strong> AG with dtms GmbH<br />
and mobileview has a customer base of about 3,500 enterprises. The service portfolio in this<br />
field starts with the provision of service call numbers ranging up to value-added services in the<br />
Intelligent Network as well as mobile applications.<br />
“ customer contact<br />
management<br />
For largely noncyclical<br />
industries”<br />
“ Future-orientation<br />
by comprehensive<br />
approach and<br />
customer-value<br />
management”<br />
“ top-3 strategy in<br />
sub-markets”<br />
“ relationships with<br />
over 3,500 clients”<br />
41
42<br />
RepoRt of management<br />
2 Business development of the <strong>d+s</strong> euRope gRoup<br />
At the close of the 2007 business year, the D+S <strong>europe</strong> AG Group had distinctly increased its<br />
earnings in comparison with the previous year for the fifth time in succession. Group revenues<br />
rose by EUR 66.7 million compared to a year before from EUR 164.8 million to EUR 231.5<br />
million (+40.5%). With earnings before interest and taxes (EBIT) in the amount of EUR 32.7<br />
million the comparable previous year figure was exceeded by EUR 13.7 million (+72.1%). The<br />
reporting period was marked by strong organic growth but also by the initial consolidation of<br />
the Heycom Group acquired on July 2, 2007. Without the effect from the Heycom transaction,<br />
revenues amounted to EUR 198.4 million in 2007 corresponding to an increase of EUR 33.6<br />
million or 20.4% compared to the previous year.<br />
2.1 Revenues<br />
Business and Basic Conditions<br />
The following table shows a breakdown of revenues by segments:<br />
2006<br />
million EUR<br />
2007<br />
million EUR<br />
Changes<br />
%<br />
D+S mobile & telephony services 81.6 86.8 6.4%<br />
D+S e-commerce & fulfillment services * n.a. 33.2 n.a.<br />
D+S communication & collection services ** 83.2 111.5 34.0%<br />
total <strong>d+s</strong> <strong>europe</strong> ag group 164.8 231.5 40.5<br />
* No previous year comparison, as segment was established on July 2, 2007 after the acquisition of the Heycom Group.<br />
The 2007-figures refer to the period from July 2 to December 31, 2007.<br />
** In 2006, this segment operated under the name of “customer management services”.<br />
In the segment “D+S mobile & telephony services” multi-functional connections between private<br />
customers and enterprises are set up on internal fixed and mobile network platforms with<br />
variable rates depending on the service rendered. In 2007 this segment generated revenues<br />
in the amount of EUR 86.8 million, thus increasing last-year’s revenues of EUR 81.6 million<br />
by EUR 5.2 million (+6.4%). In 2007 the development of this segment mainly focused on<br />
transaction-based value-added solutions with strong margins which increasingly flank volume<br />
transactions with their lower margins and slimmer growth. The ample technological and<br />
solutions-oriented knowhow in this segment contributed to the development of a series of<br />
innovative products and services with strong margins especially in the field of solutions geared<br />
towards customer value. This was also underpinned by the development of an e-payment solution<br />
whose results will be stated in the segment “D+S communication & collection services”.<br />
The positioning as leading quality provider in the field of value-added service as a consequence<br />
of these developments has led to gradually rising margins in this segment. The qualitative shift<br />
of revenues is also reflected in the development of turnover. Offsetting effects from the sale of<br />
business development property situation<br />
“ turnover increase<br />
of 40.5% up to<br />
eur 231.5 million”<br />
“ innovative solu-<br />
tions for customer<br />
value management”
financial situation human Resources Remuneration supplementary statement Risks forecast<br />
DGfA GmbH as part of this segment on the one hand, and initial full-year consolidation of<br />
mobileview GmbH (previously mobileview AG) and the initial consolidation of 11899 Auskunft<br />
Service GmbH in August 2007 on the other hand, resulted in a satisfactory development of<br />
growth. At the end of 2007 management of this segment was complemented by sales experts<br />
who have already given first impetus to the segment.<br />
With its business unit “D+S e-commerce & fulfillment services”, established after the acquisition<br />
of the Heycom Group on July 2, 2007, D+S <strong>europe</strong> AG operates integrated Internet sales from<br />
online marketing and shop design up to warehousing, dispatch and return processes for its<br />
clients mainly from the fashion industry with an average of 470 employees (as of Dec. 31, 2007).<br />
In the period of consolidation (2nd half of 2007), revenues in this segment amounted to EUR<br />
33.2 million. In this segment the D+S <strong>europe</strong> Group benefits from the increasing spread of fast<br />
Internet accesses in all relevant European markets, in particular in Germany, as well as from<br />
the significantly increasing acceptance of online shopping. As a consequence of this development,<br />
revenues increased monthly in the period under review. Moreover, business relationships<br />
have been extended to clients in other European countries. In this field it has paid off that<br />
D+S <strong>europe</strong> AG established a strategic sales structure for this business unit. In the reporting<br />
period the acceptance of a tender by an important new client whose project is to start in the<br />
second quarter of 2008 was another success.<br />
The “D+S communication & collection services” segment constituted the most important driver<br />
of organic growth. With over 4,000 agents, the Group provides comprehensive outsourcing of<br />
communication center services and also technologically advanced voice-portal solutions.<br />
Furthermore, address and collection services and, since January 1, 2008, also organically established<br />
e-payment services have been part of this segment. The D+S <strong>europe</strong> Group augmented<br />
its 2007 revenues to EUR 111.5 million with previous-year revenues still standing at EUR 83.2<br />
million. Organic growth thus amounts to EUR 28.3 million or +34.0%. All communication<br />
center locations contributed to this development. A distinct turnover plus resulted from the new<br />
location on Rügen established in 2007. Apart from the extension of existing orders, this growth<br />
in sales is ascribed to new large contracts. In the field of address trading, especially so-called<br />
opt-in address inventories, D+S <strong>europe</strong> AG took advantage of enriched databases with legally<br />
indisputable documentation to acquire several large contracts.<br />
2.2 eaRnings<br />
As in previous years the clear increase in turnover was also reflected in earnings, once more<br />
showing distinctly increased figures. In the past business year the establishment of the business<br />
unit “D+S e-commerce & fulfillment services” led to one-off acquisition and integration expenses<br />
in the amount of EUR 0.75 million, but in general had no effects on the long-term cost structures<br />
of the D+S <strong>europe</strong> Group. The cost structures of a service provider with labor-intensive units on<br />
the one hand, and highly scalable transaction platforms on the other hand, remained the same.<br />
The item of variable personnel costs continues to be by far the most significant cost factor.<br />
“ e-commerce<br />
gaining ground”<br />
“ neW payments<br />
services to start<br />
in 2008”<br />
43
44<br />
RepoRt of management<br />
Business and Basic Conditions<br />
The sustainable organic growth trend as well as the Heycom Group acquisition led to an<br />
increase in the number of staff within the Group from 3,583 employees by closing date<br />
Dec. 31, 2006 up to 4,962 employees as of Dec. 31, 2007 (+38.5%). Including temporary<br />
workers D+S <strong>europe</strong> AG employed 5,930 people as of December 31, 2007. This is an increase<br />
of 65% compared to the previous year (3,583) and equals a full time equivalent of 4,897<br />
employees (PY 2,669). As a consequence, absolute personnel costs at Group level also rose<br />
from EUR 65.5 million in 2006 auf EUR 87.8 million in the past business year (+EUR 22.3<br />
million / +34.0%). The still flat staff hierarchies on the one hand, and consistent control of<br />
deployment of staff utilizing online control tools such as Intraday Complete Control (ICC)<br />
on the other hand, made personal costs rise sub-proportionally against the turnover development.<br />
The personnel costs ratio fell from 39.7% in 2006 to 37.9% in the past business year.<br />
Outlay for material and services received rose sub-proportionally against the development<br />
of revenues. In the past business year they increased by EUR 9.4 million or 24.8% to EUR 47.3<br />
million (PY: EUR 37.9 million). The material costs ratio fell from 23.0% in 2006 to 20.4% in<br />
the past business year. This development was contributed to by scale effects as well as the<br />
diversified service mix within the Group.<br />
The cost ratio for other operational expenditure remained the same as in the previous year at 25%.<br />
In the past business year the focus on business fields with strong margins, but also cost optimization<br />
of the business processes, for instance due to the D+S excellence program launched in<br />
2007, became more evident in the absolute total earnings as well as in margins. Earnings before<br />
interest, taxes, depreciation and amortization (EBITDA) in an amount of EUR 47.3 million<br />
represented an increase in earnings of over EUR 19.5 million compared to EBITDA of EUR 27.8<br />
million (+70.1%) a year before.<br />
In 2007, depreciation on fixed assets and intangible assets rose by EUR 5.9 million compared<br />
to the previous year, reaching EUR 14.7 million. This rise in depreciation essentially resulted<br />
from initial consolidation of the Heycom Group as well as from standard depreciation on<br />
hidden reserves to be revealed in the course of the Heycom acquisition (so-called “Purchase<br />
Price Allocation”) of about EUR 2.0 million for the six-month consolidation period.<br />
Earnings before interest and taxes (EBIT) within the Group reached a record high of EUR 32.7<br />
million. As in the year before, earnings of the past business year outperformed all previous<br />
earnings in the history of D+S <strong>europe</strong> AG. The previous year EBIT in the amount of EUR 19.0<br />
million was exceeded by EUR 13.7 million, i. e. 72.1%. The increase in earnings without the segment<br />
“D+S e-commerce & fulfillment services” still totals about EUR 7.7 million or 41% confirming<br />
the organic earning power of the D+S <strong>europe</strong> Group. As services focus on fields with<br />
high qualita- tive and technological requirements, margins increased at a high level again. The<br />
Group EBIT margin stood at 14.1% in the past business year (PY: 11.5%) exceeding the target<br />
margin of 14%.<br />
EBIT is allocated to the individual segments as described below:<br />
In the past business year, the segment “D+S mobile & telephony services” generated an EBIT in<br />
the amount of EUR 13.1 million thus exceeding the previous year’s EBIT of EUR 11.7 million by<br />
EUR 1.4 million (+12.0%). Due to the growing significance of value-added solutions the EBIT<br />
margin in this segment rose to 15.1%, i.e. by 0.8 percentage points compared to the previous year.<br />
business development property situation<br />
“ personnel<br />
costs ratio doWn<br />
to 37.9%”<br />
“ ebitda rises<br />
by 70.1% to<br />
eur 47.3 million”<br />
“ ebit rises by 72.1%<br />
to eur 32.7 million”
financial situation human Resources Remuneration supplementary statement Risks forecast<br />
EBIT of the segment “D+S e-commerce & fulfillment services”, for the first time stated in the<br />
second half of 2007, amounted to EUR 6.0 million. Due to the high utilization of capacities and<br />
furthered by the seasonally stronger second half year this segment achieved an EBIT margin<br />
of 18.1%.<br />
EBIT of the segment “D+S communication & collection services” amounted to EUR 13.5 million<br />
in 2007. Compared to EUR 7.3 million achieved a year before, EBIT almost doubled, being tantamount<br />
to a quantum leap. Burdens resulting from setting up the new location on Rügen were<br />
more than offset by enhanced utilization of the other locations as well as new business in the<br />
field of dialog automation and address trading. After achieving an EBIT margin of only 8.7%<br />
in 2006, the past year showed a margin of 12.1%.<br />
The increase in expenditure from the Group’s financial results balance was moderate compared<br />
to a year before. Expenditure increased by EUR 1.5 million to EUR 7.4 million. This is the result<br />
of offsetting effects: On the one hand, the Heycom acquisition led to a clear increase in the<br />
financing volume, on the other hand improved credit rating of the D+S <strong>europe</strong> Group resulted<br />
in more attractive terms for the newly concluded syndicated loan agreement.<br />
The taxation ratio rose from 27.4% in 2006 to 42.1% (one-time) in 2007 which can also be<br />
ascribed to one-off, non-cash effective expenditure in connection with the revaluation of losses<br />
carried forward in the amount of EUR 1.85 million due to the corporate tax reform in 2008.<br />
From 2008 onwards, D+S <strong>europe</strong> AG will benefit from lower company taxation. Tax expenses<br />
absolute amounted to EUR 10.7 million (PY: EUR 3.6 million) in 2007.<br />
In spite of increased tax expenditure, the clearly enhanced profitability is also reflected in the<br />
Group’s annual surplus. In the period under review, annual surplus rose by EUR 4.9 million<br />
compared to the previous year value of EUR 9.6 million, reaching EUR 14.5 million. Earnings<br />
per share (EpS) amounted to EUR 0.42 (PY: EUR 0.32) due to the one-off tax effect and the<br />
increase in nominal capital. Adjusted for the one-off tax effect and the one-time expenditure<br />
in connection with the Heycom transaction amounting to about EUR 0.75 million, EpS totaled<br />
EUR 0.49.<br />
The earnings position of the Group is influenced by the following essential one-time effects:<br />
• Gain of EUR 3.2 million from the sale of computer equipment which the company had<br />
claimed from a defaulting third party;<br />
• Proceeds from a waiving of a claim by a creditor (EUR 1.6 million);<br />
• Proceeds collected from option premiums (EUR 3.0 million).<br />
non-financial performance indicators<br />
For rapid expansion of its business volume, the D+S <strong>europe</strong> Group continuously employs<br />
qualified and competent personnel. Its entire human resource strategy is aimed at meeting<br />
clients’ requirements in terms of quality and quantity and to live D+S <strong>europe</strong> AG’s corporate<br />
culture together with the new colleagues. Executives and teams of D+S <strong>europe</strong> AG are qualified<br />
through project-related and general training. At the same time D+S <strong>europe</strong> AG supports the<br />
exchange of knowledge between experienced and new employees in workshops and by means<br />
of a standardized e-learning platform. Organization, processes and structures are continuously<br />
expanded and prepared for further growth at an early stage. The objective agreement and<br />
bonus system in place enables a large number of employees to participate in the success of the<br />
company through personal performance.<br />
“ ebit margin of<br />
18.1% in<br />
e-commerce”<br />
“ earnings per share<br />
rises to 0.42 eur”<br />
45
46<br />
RepoRt of management<br />
3 pRopeRty situation<br />
The balance sheet total of the D+S <strong>europe</strong> Group increased in particular by initial consolidation<br />
of the Heycom Group as well as the Group’s organic growth by EUR 214.9 million rising from<br />
EUR 237.7 million to EUR 452.6 million compared to the previous year.<br />
3.1 CuRRent assets<br />
On balance sheet date, current assets of the D+S <strong>europe</strong> Group essentially consisted of current<br />
claims, liquid assets and other short-term assets in the amount of EUR 143.1 million<br />
(PY: EUR 95.4 million).<br />
The increase in current assets of the D+S <strong>europe</strong> Group by EUR 47.7 million or 50.0% compared<br />
to the value of December 31, 2006 results from an increase in trade receivables of EUR 17.1<br />
million or 23.0% due to a distinct rise in net revenues of 40.5% compared to the previous year.<br />
Another essential effect resulted from the increase in liquid assets and from securities held by<br />
the D+S <strong>europe</strong> Group in the amount of EUR 20.2 million. The increase in other current assets<br />
in the amount of EUR 4.6 million from EUR 11.1 million to EUR 15.7 million, essentially concerns<br />
claims from granting of a subsidy in an amount of EUR 4.7 million as well as a claim of<br />
a subsidiary against the revenue authorities in the amount of EUR 3.8 million.<br />
3.2 non-CuRRent assets<br />
On balance sheet date, stated fixed assets of the Group amounting to EUR 309.5 million<br />
including deferred taxes were completely covered by shareholders’ equity and long-term<br />
outside capital. As of December 31, 2007, assets ratio II, which shows to what extent assets<br />
in the amount of EUR 299.0 million are financed by shareholders’ equity and long-term outside<br />
capital totaling EUR 318.2 million, showed a value of 106.4% (PY: 133.9%).<br />
The largest addition to Group assets concerned goodwill in the amount of EUR 112.6 million<br />
gained in the course of the Heycom Group acquisition and resulted from the difference between<br />
purchase price and equity. Further increases concerned additions to the item of intangible<br />
assets from the purchase price allocation gained in the course of initial consolidation of the<br />
Heycom Group. The purchase of software as well as client relationships resulted in an addition<br />
in the amount of EUR 41.0 million. In the past business year, further investments in the field<br />
of intangible assets focused on extension of address inventories in the segment “D+S consumer<br />
information & collection services”.<br />
3.3 CuRRent liaBilities<br />
Business and Basic Conditions<br />
As of December 31, 2007 current liabilities of the D+S <strong>europe</strong> Group in the amount of<br />
EUR 134.4 million were covered by current assets to over 106.5% (PY:138.3%).<br />
Current liabilities to financial institutions increased by EUR 5.6 million from EUR 14.7 million<br />
to EUR 20.3 million as of December 31, 2007. This includes a short-term special drawing in<br />
the course of syndicated financing in the amount of EUR 6.0 million which, if need be, can be<br />
extended variably up to July 2012, as well as short-term components of long-term bank loans<br />
in the amount of EUR 7.5 million to be redeemed in 2008.<br />
Business development property situation<br />
“ balance sheet total<br />
increase of 30% to<br />
eur 452.6 million”
financial situation human Resources Remuneration supplementary statement Risks forecast<br />
The development of current liabilities, current financial liabilities and provisions was marked by<br />
initial consolidation of the Heycom Group but also by expansion of the transaction volume of<br />
the D+S <strong>europe</strong> Group. The increase of EUR 51.2 million in the items mentioned above, from<br />
EUR 18.9 million to EUR 70.1 million, in particular results from earnings-related earn out obligations<br />
in the amount of EUR 38.8 million, from a fixed purchase price liability in the course<br />
of the acquisition of the Heycom Group in the amount of EUR 7.5 million and from leasing<br />
liabilities in the amount of EUR 5.4 million.<br />
3.4 non-CuRRent liaBilities<br />
For information on non-current liabilities to credit institutions as well as bonds we refer to<br />
“4 Financial Situation”.<br />
Non-current liabilities also include deferred tax liabilities in the amount of EUR 14.9 million.<br />
Basically, these had to be established due to assets reported for the first time which are to<br />
be stated in the course of the acquisition of the Heycom Group as well as mobileview GmbH<br />
(previously mobileview AG) through purchase price allocation.<br />
3.5 shaReholdeRs’ equity<br />
Shareholders’ equity of the D+S <strong>europe</strong> Group increased from EUR 105.8 million on December<br />
31, 2006 to EUR 188.5 million on December 31, 2007, with the equity ratio amounting to<br />
41.7 % (PY: 44.5%) at the end of the 2007 business year.<br />
Capital increases executed in the 2007 business year were essential for the absolute increase in<br />
shareholders’ equity. In the course of the past business year a total of 6.4 million shares were<br />
issued, 3.5 million shares of which against contribution in kind and 2.9 million shares against<br />
contribution in cash. These capital increases boosted D+S <strong>europe</strong> Group’s nominal capital by<br />
EUR 7.2 million, reaching EUR 37.5 million. D+S <strong>europe</strong> Group’s capital reserves in accordance<br />
with IAS/IFRS increased by EUR 68.9 million to EUR 126.1 million. We refer to the statement<br />
on changes in shareholders’ equity.<br />
On December 31, 2007, by far the largest individual shareholders were ASP Holding GmbH<br />
with 10.0% of the shares and AvW Management Beteiligungs AG with 5.15% of the shares.<br />
3.6 finanCial instRuments<br />
In the field of financing, D+S <strong>europe</strong> AG is essentially exposed to financial risks from changes<br />
in interest rates for borrowings with variable interest rates. D+S <strong>europe</strong> AG uses interest rate<br />
swaps and interest rate caps as hedging instruments. D+S <strong>europe</strong> AG does not apply hedge<br />
accounting as not all hedging transactions meet the required accounting standards in order to<br />
be booked as hedging activities. The change in market value of hedging instruments is shown in<br />
the financial results. Derivates are only concluded in connection with corresponding underlying<br />
transactions and are not used for speculative purposes. As of balance sheet date nominal<br />
values of the hedging instruments amounted to EUR 98.0 million and the corresponding time<br />
values totaled EUR -0.2 million (= market value). Market value corresponds to the amount that<br />
D+S <strong>europe</strong> AG would have had to pay or collect by balance sheet date assuming liquidation<br />
of the hedging activities as of balance sheet date.<br />
“ equity ratio<br />
reaches 41.7%”<br />
47
48<br />
RepoRt of management<br />
4 finanCial situation<br />
4.1 finanCing of the <strong>d+s</strong> euRope gRoup<br />
In 2007, D+S <strong>europe</strong> Group also successfully continued its growth strategy of the past years.<br />
By acquiring the Heycom Group, D+S <strong>europe</strong> AG successfully concluded its largest acquisition<br />
in the company history. Since July 2, 2007 D+S <strong>europe</strong> AG has owned 100% of the shares<br />
in the Heycom Group which was initially consolidated with effect from July 2, 2007. As with<br />
acquisitions in previous business years D+S <strong>europe</strong> AG relied on a mix of shareholders’ equity and<br />
borrowed capital for purchasing the Heycom Group. For this purpose, its financial framework<br />
for outside capital was considerably extended by concluding a new syndicated loan agreement<br />
under lead management of Deutsche Bank AG and Dresdner Bank AG. Legally the Heycom<br />
Group has been incorporated into the Group in such a way that earnings as well as liquidity<br />
flows are assigned to the parent company as laid down in control and profit transfer agreements.<br />
D+S <strong>europe</strong> AG assumes that along the lines of already implemented acquisitions a<br />
positive effect will be achieved for earnings as well as for cash flow per share due to the financing<br />
components for the Heycom Group acquisition described below.<br />
4.2 shaReholdeRs’ equity<br />
Business and Basic Conditions<br />
An essential component of financing the acquisitions of the past business year was the issuance<br />
of a total of 6.4 million of common bearer shares from authorized capital, of which 3.5 million<br />
shares were issued against contributions for kind and 2.0 million shares against contributions<br />
for cash to the alienators of the Heycom Group. Furthermore, in the 2007 business year,<br />
TOCOS Beteiligungs GmbH, another important strategic investor was attracted, subscribing<br />
to 0.9 million shares in the course of a capital increase for cash from authorized capital,<br />
also increasing their participation to over 4% by means of additional purchases via the stock<br />
exchange. TOCOS is the investment company of a successful textile entrepreneur who is<br />
supporting D+S <strong>europe</strong> AG with his experience in the fashion industry in implementing its<br />
e-commerce strategy.<br />
By means of the capital increases described plus the entry of the contribution in kind of<br />
mobileview AG effected in 2006 and carried out in the business year 2007, share capital of<br />
D+S <strong>europe</strong> AG was stepped up by EUR 7.2 million to EUR 37.5 million and its capital reserve<br />
by EUR 68.9 million to EUR 126.1 million.<br />
The balance sheet total of EUR 452.6 million results in an equity ratio of 41.7% (PY: 44.5%).<br />
Thus, as in the past business years, D+S <strong>europe</strong> AG showed a healthy balance sheet structure<br />
on December 31, 2007.<br />
With the new financing structure the D+S <strong>europe</strong> Group has the necessary financial resources<br />
and reliable financing partners in order to continue its intended growth strategy, even after<br />
meeting obligations arising from realized acquisitions or existing liabilities to banks.<br />
Business development property situation<br />
“ financing mix of<br />
outside and equity”<br />
“ capital stock up to<br />
eur 37.5 million”
financial situation human Resources Remuneration supplementary statement Risks forecast<br />
4.3 outside Capital<br />
With regard to outside capital, D+S <strong>europe</strong> AG considerably extended its syndicated financing<br />
scope in the course of financing the acquisition of the Heycom Group and for implementing<br />
its growth strategy in the business year 2007. Due to its once again improved creditworthiness,<br />
D+S <strong>europe</strong> AG succeeded in increasing its financing framework of outside capital by EUR 57.8<br />
million to up to EUR 125.8 million. For this purpose, on March 23, 2007, a syndicated loan<br />
agreement with a financing scope of EUR 125.8 million was signed under lead management of<br />
Deutsche Bank AG and Dresdner Bank AG, of which EUR 118.8 million were utilized in several<br />
tranches. The new term structure provides for repayment of liabilities by September 30, 2013.<br />
As another financing measure in the course of financing its acquisitions, D+S <strong>europe</strong> AG issued<br />
profit participation rights in the amount of EUR 11.0 million in 2006 expiring by December 30,<br />
2013, in order to refinance a so-called mezzanine loan bearing a higher interest rate.<br />
4.4 futuRe finanCing measuRes<br />
In the past three business years, D+S <strong>europe</strong> AG made successful use of its stock market listing,<br />
placing shares from capital increases on terms which proved attractive for the company due<br />
to the rise in share price and the associated low dilution. As in previous years, the company is<br />
planning to utilize its own share as acquisition currency for financing future growth measures.<br />
If possible, it will take advantage of the constant upward trend of its share price for pricing purposes<br />
and will offer its applicants as well as its shareholders an attractive environment, backed<br />
up by intensive capital market communication. For financing further acquisitions, D+S <strong>europe</strong><br />
AG will probably make use of equity as well as outside capital. By means of this mixed form of<br />
financing D+S <strong>europe</strong> AG, already disposing of a high equity ratio compared to its competitors,<br />
can avoid stronger dilution with regard to earnings per share. Smaller acquisitions will be<br />
financed from existing liquid assets as well as the expected positive future cash flow.<br />
In January 2008, 85.2% of Adamicus GmbH was taken over. The purchase price amounts to<br />
50,000 common bearer shares of D+S <strong>europe</strong> AG, which D+S <strong>europe</strong> AG purchased on the<br />
stock market and financed from its cash flow, taking advantage of the currently feeble capital<br />
market.<br />
4.5 statements aCCoRding to aRt. 315 seCt. 4 hgB<br />
(geRman CommeRCial Code)<br />
On December 31, 2007, the subscribed capital of D+S <strong>europe</strong> AG consisted of 37,511,247<br />
no-par common shares issued to the bearer (100.0% of subscribed capital). Rights and<br />
obligations comply with the Stock Corporation Act. ASP Holding GmbH Salzburg/Austria<br />
holds 10.04% of the shares in D+S <strong>europe</strong> AG; sole holder of ASP Holding GmbH is<br />
Sven Heyrowsky.<br />
“ credit rating With<br />
banks further improved”<br />
“ complementary<br />
acquisitions from<br />
positive cash floW”<br />
49
50<br />
RepoRt of management<br />
Business and Basic Conditions<br />
Appointment and release of members of the Board are regulated by law. In addition, according<br />
to the Articles of Incorporation, the Supervisory Board determines the number of Board members.<br />
The Supervisory Board can appoint a member of the Board to chair the Board. Subsidiary<br />
Board members may be appointed. The Supervisory Board can resolve that individual Board<br />
members are singly empowered to represent the company. Subsidiary Board members are<br />
equal to full members of the Board with regard to their authority to act for the company. The<br />
Supervisory Board can release individual Board members from the restrictions laid down in Art.<br />
181 2nd Alt. of German Civil Code. Article 112 of Stock Corporation Act remains unaffected.<br />
In view of amendments, the Articles of Incorporation are subject to legal regulation. In accordance<br />
with the company’s Articles of Incorporation, changes to the Articles concerning the<br />
wording can be made by the Supervisory Board.<br />
Up to June 6, 2011 Management of the company, with the consent of the Supervisory Board, is<br />
entitled to increase the company’s capital stock once or repeatedly by a total of EUR 7,403,883.00<br />
through issuance of new bearer shares against contribution in cash or in kind. Shareholders<br />
are to be granted subscription rights provided that the new shares are taken by a credit institute<br />
under the condition that they are offered to shareholders for subscription.<br />
Management, with the consent of the Supervisory Board, is entitled to exclude subscription<br />
rights for shareholders once or repeatedly<br />
a) if necessary to exclude possible fractional amounts from subscription rights,<br />
b) if necessary to grant bearers of option or conversion rights, issued by the company, subscrip-<br />
tion rights to new shares in the amount they would be entitled to after exercising their option<br />
or conversion rights,<br />
c) up to an arithmetical nominal value in the total amount of EUR 3,271,000.00 against con-<br />
tribution in cash if the issue price of the new shares does not essentially fall short of the<br />
market price of shares with identical features already listed, at the time of final determination<br />
of the issue price,<br />
d) up to an arithmetical value in the total amount of EUR 7,403,883.00 if the new shares are<br />
issued against contribution in kind.<br />
The Supervisory Board is entitled to adjust Art. 5.4 of the Articles of Incorporation in accordance<br />
with the respective utilization of authorized capital.<br />
D+S <strong>europe</strong> Group has loans and credit lines in the amount of EUR 125.8 million allowing<br />
lenders to terminate the agreement in case a shareholder acquires more than 30% of the shares<br />
of D+S <strong>europe</strong> AG. Furthermore, D+S <strong>europe</strong> AG disposes of EUR 11.0 million from issued<br />
profit participation rights which can be cancelled by the holders of participation rights should<br />
majority interest according to Art. 16 Stock Corporation Act or other control mechanisms<br />
according to Art. 290 Sect. 2 German Commercial Code and an essential aggravation of the<br />
company’s credit rating occur.<br />
D+S <strong>europe</strong> AG and its subsidiary Heycom GmbH have concluded a framework contract with<br />
one client, providing the right to terminate the agreement in case a competitor is able to exert<br />
control over the transactions of Heycom GmbH due to participation in D+S <strong>europe</strong> AG.<br />
Business development property situation
financial situation human resources remuneration supplementary statement Risks forecast<br />
5 human ResouRCes<br />
The growth of D+S <strong>europe</strong> AG in the business year 2007 is reflected in the number of people<br />
the Group employs. As of December 31, 2007 D+S <strong>europe</strong> AG has 4,962 employees within<br />
the Group (heads), 38.5% more than a year before (3,583). Including temporary workers<br />
D+S <strong>europe</strong> AG employed 5,930 people as of December 31, 2007. This is an increase of 65%<br />
compared to the previous year (3,583) and equals a full time equivalent of 4,897 employees<br />
(PY 2,669). The acquisition of the Heycom Group executed in mid-2007 and the consequently<br />
newly created segment “D+S e-commerce & fulfillment services” contributed to this increase in<br />
the number of employees with over 500 people employed on a regular basis and roughly 500<br />
temporary workers. Another strong driver was the organic extension of business in the field of<br />
communication centers, in particular the new location on Rügen.<br />
6 RemuneRation<br />
In the remuneration report regulations pertaining to remuneration of the D+S <strong>europe</strong> AG<br />
Management Board as well as its structure and amounts are set out. It also includes explanations<br />
on regulation, composition and amounts of the remuneration of the Supervisory Board.<br />
Remuneration of the management Board<br />
The Presidential Committee is responsible for setting up the structure of the remuneration<br />
scheme as well as remuneration of the Management Board. The Supervisory Board regularly<br />
checks and gives advice on the remuneration structure.<br />
Remuneration for Management Board members of D+S <strong>europe</strong> AG depends on the size of the<br />
enterprise, its economic and financial position as well as the amount and structure of remuneration<br />
of comparable enterprises. Additionally, the scope of tasks, experience and achievements<br />
of the individual Board members are taken into account for assessing remuneration.<br />
To a large degree Management remuneration is achievement-based. It consists of three components:<br />
a fixed basic remuneration, a variable bonus for achievement of objectives and a discretionary<br />
component. No provision is made for pensions.<br />
Apart from being entitled to fixed remuneration as agreed in the individual contracts, in the<br />
past Management principally benefited from schemes for issuing convertible bonds to the<br />
Board members and selected executives (Executive Stock Option Plan) resolved by the Annual<br />
General Meeting of D+S <strong>europe</strong> AG in 2004, 2005 and 2006. These schemes for issuing convertible<br />
bonds provide that members of the Board and selected executives may subscribe to<br />
convertible bonds, thus obtaining entitlement to buy shares in D+S <strong>europe</strong> AG in the amount<br />
of remuneration rights as laid down in their employment contract instead of demanding repayment<br />
of the bond and payoff of their variable remuneration component. Shares are thus issued<br />
only against transfer of contractual remuneration rights. Any other remuneration right of the<br />
Board does not result from the scheme for issuance of convertible bonds.<br />
“ Workforce increases<br />
by 65%<br />
to 5,930”<br />
51
52<br />
RepoRt of management<br />
The fixed remuneration component is paid monthly as a salary. It is newly assessed in the<br />
course of contract extensions. Moreover, Board members are conceded benefits in kind mainly<br />
consisting of company cars, telephone flat-rates and insurance premiums.<br />
Variable remuneration is intended as an incentive. It depends on the development of operative<br />
Group earnings before interest and taxes (EBIT).<br />
Results to be achieved by the Board members in order to obtain the target-based bonus depend<br />
on objectives communicated to the capital market for the corresponding business years. For<br />
the Chairman of the Board parts of his achievement-based bonuses are tied to meeting halfyear<br />
and full-year targets. Target-related bonuses are due when agreed targets are met. When<br />
results fall short of these objectives the Board members are not entitled to these bonuses.<br />
Further components of his target-related bonus in 2007 were tied to the successful acquisition<br />
of the interests in the Heycom Group.<br />
Remuneration of the Board including benefits in kind amounted to EUR 1,439,000 (PY:<br />
EUR 954,000) and was divided among the members of the Board as shown below:<br />
Fixed<br />
thousands EUR<br />
Business and Basic Conditions<br />
Achievement-<br />
based component<br />
thousands EUR<br />
Other<br />
thousands EUR<br />
In the business year 2007 the members of the Board did not subscribe shares in the course of<br />
the scheme for issuance of convertible bonds.<br />
The members of the Board did not obtain any loans from the company.<br />
Remuneration of the supervisory Board<br />
Remuneration for the members of the Supervisory Board is fixed at EUR 5,000.00 per annum<br />
plus evidenced expenses. The Chairman of the Supervisory Board receives EUR 17,500.00 plus<br />
evidenced expenses; the Vice Chairman of the Supervisory Board receives EUR 5,500.00 plus<br />
evidenced expenses. In addition, each member of the Supervisory Board receives annual remuneration<br />
in the amount of EUR 2,500.00 for every chairmanship of a committee and additional<br />
annual remuneration of EUR 750.00 for each membership in a committee of the Supervisory<br />
Board. The annual remuneration for each member of the Supervisory Board increases by<br />
EUR 500.00 per each cent exceeding the amount of 15 cents of shareholders dividend per share.<br />
Business development property situation<br />
Total<br />
thousands EUR<br />
Achim Plate 420 230 24 674<br />
Tobias Hartmann 330 30 13 373<br />
Sven Heyrowsky<br />
(as of July 6, 2007)<br />
180 0 12 192<br />
total 930 260 49 1,239
financial situation human Resources remuneration supplementary statement Risks forecast<br />
Moreover, all expenses incurred in the course of their mandate as well as turnover tax charged<br />
on their remuneration are refunded to members of the Supervisory Board.<br />
Members of the Supervisory Board do not obtain any loans from the company.<br />
The following remuneration components result from the 2007 business year:<br />
7 supplementaRy statement<br />
Fixed<br />
EUR<br />
Function-related<br />
EUR<br />
With effect from January 1, 2008 Mr Henning Soltau has been appointed Chief Financial<br />
Officer (CFO) of D+S <strong>europe</strong> AG.<br />
Total<br />
EUR<br />
Klaus Thiemann 5,000.00 17,500.00 22,500.00<br />
Thomas Hoffmann 5,000.00 1,500.00 6,500.00<br />
Hans-Jürgen Beck 5,000.00 0.00 5,000.00<br />
Prof. Knut Foeckler 5,000.00 0.00 5,000.00<br />
Dr. Thomas Adler 5,000.00 0.00 5,000.00<br />
Mario Bethune-Steck 5,000.00 750.00 5,750.00<br />
Kristina Krüger 5,000.00 1,250.00 6,250.00<br />
Ursula Harjes-Loock 5,000.00 750,.00 5,750.00<br />
Jürgen König 5,000.00 0.00 5,000.00<br />
Ulrich Beiderwieden 5,000.00 0.00 5,000.00<br />
Karlheinz Vernet Kosik 5,000.00 0.00 5,000.00<br />
Andreas Klebe 2,833.33 0.00 2,833.33<br />
By notarized contract of sale of January 30, 2008 and with legal effect from January 1, 2008<br />
D+S <strong>europe</strong> AG acquired 85.2% of the interests in Adamicus GmbH, Munich. A call option has<br />
been conceded to D+S <strong>europe</strong> AG for purchase of the remaining 14.8% of the GmbH interests<br />
in Adamicus GmbH. Adamicus GmbH operates in the field of online marketing.<br />
Apart from the two events described above no other events of significance occurred after concluding<br />
the business year 2007.<br />
53
54<br />
RepoRt of management<br />
8 Risks<br />
8.1 Risk management<br />
Business and Basic Conditions<br />
In the course of its business activities the D+S <strong>europe</strong> Group is exposed to various risks inseparably<br />
linked with entrepreneurial transactions. The Group faces these risks with a comprehensive<br />
risk management system as an integral part of its business processes and an essential element<br />
of its business decisions. The aim thereby is to identify possible risks involved in its transactions<br />
at an early stage and to monitor and limit them by means of appropriate control mechanisms.<br />
At the same time Management of the Group will consistently use business opportunities in<br />
order to maintain successful, value-oriented growth.<br />
Risk management is essentially composed of a planning system, internal reporting and comprehensive<br />
risk reporting.<br />
The planning system allows for possible risks to be detected and evaluated on the basis of<br />
strategic Group planning and medium-term financial planning, thus making sure that possible<br />
hazards are taken into account in decision making at an early stage and control measures for<br />
coping with these risks can be initiated.<br />
Monitoring and control of the economic risks involved in active business are ensured by means<br />
of a standardized internal reporting procedure with the same unified standards throughout the<br />
Group. Thus Management and the various management levels are informed every month on<br />
the current economic situation and to what degree objectives have been achieved. By means of<br />
the corresponding instruments deviations from the objectives can be identified and appropriate<br />
counter-measures initiated.<br />
These measures are supplemented by market and benchmark analyses to further increase risk<br />
transparency.<br />
Addressing, evaluating and controlling of risks is implemented by way of central Group risk<br />
management which, apart from coordinating tasks and processes, also determines standardized<br />
basis conditions and guidelines for the entire Group. The division responsible for the risk<br />
manage ment system regularly checks the scope of risks and the correct course of business<br />
processes. Moreover, the system ensures that internal control systems work properly and<br />
evaluates the overall risk situation. In this way Management obtains decision-relevant information<br />
for con trolling and optimizing the individual corporate units. Thus it can respond to<br />
emerging risks to the company position caused by the market situation, new legislation or<br />
changes in technology.<br />
With regard to insurance measures risks are only insured as long as it seems rational, relative<br />
to the economic benefit.<br />
As follows we will describe major risk areas which can essentially affect our business development<br />
as well as our financial and earnings position. These are not the only risks we are faced<br />
with. Risks that are not known to us or risks that we consider less important at present may<br />
also have negative effects on our business if the situation changes.<br />
Business development property situation
financial situation human Resources Remuneration supplementary statement risks forecast 55<br />
8.2 Risks Related to seCtoRs<br />
8.2.1 Risk of falling margins in the segment “<strong>d+s</strong> mobile & telephony services”<br />
In the past two years the field of value-added services, where D+S <strong>europe</strong> AG operates with its<br />
subsidiaries dtms GmbH and mobileview as well as their subsidiaries, showed a trend towards<br />
sinking margins for almost all call number lanes and on all platforms – fixed and mobile networks<br />
– in Germany. On the one hand, the previously strongly competitive market for valueadded<br />
mobile solutions has meanwhile consolidated, leading to stabilized margins in this field.<br />
On the other hand, a so-far unforeseeable shrinkage in margins cannot be ruled out.<br />
If in future further shrinkage in margins for value-added mobile solutions and/or an accelerated<br />
drop in margins in the field of value-added services should occur which cannot be offset by new<br />
business, this could have negative effects on the financial and earnings position of D+S <strong>europe</strong> AG.<br />
8.2.2 economic risk<br />
While at present D+S <strong>europe</strong> AG is basically independent from economic influences, some<br />
of its clients belong to the group of strongly cyclical industries. Particularly in the segment<br />
“D+S e-commerce & fulfillment services”, D+S <strong>europe</strong> AG’s clients from the retail industry<br />
are exposed to economic fluctuations. On account of the market growth for B2B online shop<br />
sales providers forecasted by various market research institutes, the Board of D+S <strong>europe</strong> AG<br />
is of the opinion that possible cyclical losses in their clients’ sales can be compensated, and<br />
dependency on market conditions of the D+S <strong>europe</strong> AG segment “D+S e-commerce & fulfillment<br />
services” can be avoided. Should, however, in future D+S <strong>europe</strong> AG’s clients succeed in<br />
passing economic losses on to the company and should the forecasted growth not occur so<br />
that the company cannot compensate for such losses, there might be the risk for D+S <strong>europe</strong><br />
AG’s segment “D+S e-commerce & fulfillment services” of turning form a non-cyclical into a<br />
cyclical enterprise. In this case a possible recession would have negative effects on the financial<br />
and earnings position of the company.<br />
In the segments “D+S mobile & telephony services” and “D+S communication & collection<br />
services” D+S <strong>europe</strong> AG is able to compensate future cyclical drops by counter effects.<br />
Should, however, these counter effects not or only partially take place the company might not<br />
be able to sufficiently compensate cyclical drops so that D+S <strong>europe</strong> AG might turn from a<br />
largely non-cyclical into a more cyclical enterprise in the segments “D+S mobile & telephony<br />
services” and “D+S communication & collection services”. In this case a possible economic<br />
recession would have negative effects on the financial and earnings position of the company.
56<br />
RepoRt of management<br />
Business and Basic Conditions<br />
8.2.3 Risk of falling prices in the segment “<strong>d+s</strong> e-commerce &<br />
fulfillment services”<br />
For its clients (especially from the clothing industry) D+S <strong>europe</strong> AG provides Europe-wide<br />
services in the segment “D+S e-commerce & fulfillment services” via its subsidiary Heycom<br />
starting from the operation of Internet online shops (front end) via logistics and physical<br />
consignment sales (back end) up to integrated online marketing campaigns via its subsidiary<br />
Adamicus. The term “e-commerce” comprises the entire process of these services.<br />
Due to the high growth dynamics in the market for B2B online shop sales providers no firm<br />
price structure has taken root for the type of service offered by D+S <strong>europe</strong> AG. In recent years<br />
mainly market trailblazers have benefited from this fact being able to exploit their first-mover<br />
edge and taking up a profitable price position. In future the field of e-commerce has to face<br />
stronger competition in the market which could lead to a gradual erosion of prices for e-commerce<br />
services. This would probably also have an impact on the D+S <strong>europe</strong> Group as one of<br />
the leading providers in the market for B2B online shop sales providers.<br />
Should a possible drop in prices in the market for B2B online shop sales providers occur<br />
sooner/to a higher degree than expected by the company, this would have negative effects on<br />
the financial and earnings position of D+S <strong>europe</strong> AG.<br />
8.2.4 Risks arising from the market situation in the segment<br />
“<strong>d+s</strong> communication & collection services”<br />
In the past, in the field of service-oriented customer contact services (customer care) of the<br />
segment “D+S communication & collection services” the D+S <strong>europe</strong> Group has been exposed<br />
to a highly competitive market environment marked by oversupply of providers especially in the<br />
field of services of low complexity. On account of this difficult market environment D+S <strong>europe</strong> AG<br />
has not been able to implement prices corresponding to the quality of its services in the field of<br />
customer care.<br />
It is not certain that in future the conditions for a stabilized and improved price situation and<br />
profitability of the company as a provider in the field of customer care will be sustainable.<br />
Should future pricing pressure strengthen again – for instance, due to circumstances resulting<br />
from market, economy and other influencing factors, this could have negative effects on<br />
the financial and earnings situation of D+S <strong>europe</strong> AG as a leading competitor in this segment.<br />
8.2.5 Risks arising from slower growth in the market for B2B<br />
online shop sales providers<br />
In recent years the market for B2B online shop providers has achieved high growth rates, and in<br />
future the company expects significant growth in this field based on available market forecasts.<br />
D+S <strong>europe</strong> AG hopes to profit from the development in the market for B2B online shop sales<br />
providers in future with its segment “D+S e-commerce & fulfillment services”. Should in future,<br />
contrary to the forecasts made by market researcher, the growth in the field of Internet-based<br />
business slacken and turnover and earnings thus generated grow more slowly than forecasted<br />
or even decline, this could have negative effects on the financing and earnings position of<br />
D+S <strong>europe</strong> AG.<br />
Business development property situation
financial situation human Resources Remuneration supplementary statement risks forecast 57<br />
8.2.6 Risks arising from market adjustments in the telecommunications<br />
industry for the segment “<strong>d+s</strong> mobile & telephony services”<br />
In the past years market adjustment took place in the telecommunication industry, for<br />
instance, in the field of mobile network service providers. This general trend will assumedly<br />
continue in future. Thus consolidation in the fields of DSL and broadband subscriber<br />
connections is expected.<br />
For dtms GmbH this will result in the risk of losing existing resellers and/or of not being able<br />
to acquire a sufficiently large number of new resellers. This could have negative effects on the<br />
financing and earnings position of D+S <strong>europe</strong> AG.<br />
8.2.7 Risks arising from competition in the call and communication<br />
center market<br />
The German call and communication center market continues to be strongly fragmented.<br />
Due to concentration in recent years, a top group of a few enterprises outstanding by size has<br />
developed which compete fiercely for market shares. One of these enterprises is D+S <strong>europe</strong> AG.<br />
All in all, after the concentration process of the past six years, it can be assumed that even with<br />
a positive economic development the trend towards concentration in favor of large competitors<br />
will continue.<br />
Should the D+S <strong>europe</strong> Group be unable to continue to hold steady in the strongly competitive<br />
market, this could considerably impair the growth and financing power of the company and<br />
thus have negative effects on the financing and earnings position of D+S <strong>europe</strong> AG.<br />
8.2.8 Risk of market entry of new competitors in the segment<br />
“<strong>d+s</strong> e-commerce & fulfillment services”<br />
Due to the high market potential in e-commerce business, the segment “D+S e-commerce &<br />
fulfillment services” is exposed to the risk that new national and international competitors<br />
enter the market for B2B online shop providers and capture market shares.<br />
Should the D+S <strong>europe</strong> Group not succeed in retaining their clients and in defending their<br />
market position or expanding it as expected, this might considerably impair D+S <strong>europe</strong>’s<br />
growth and financing power with negative effects on the financing and earnings position of<br />
D+S <strong>europe</strong> AG.<br />
8.2.9 Risk that other outsourcing providers might copy the <strong>d+s</strong> <strong>europe</strong><br />
business model and risk of market entry of new competitors<br />
in the segment “<strong>d+s</strong> mobile & telephony services”<br />
So far the field of value-added services has been defined by full-service providers with a valueadded<br />
oriented B2B service range (e. g. Deutsche Telekom, Arcor, Colt) and specialists such<br />
as dtms GmbH with purely IN-based (IN = Intelligent Network) service portfolio. In addition,<br />
there is a group of subordinate content and applications providers which, as a rule, link themselves<br />
to technical enablers such as dtms GmbH. Especially with value-added specialists there<br />
is the risk and possibility that large players from the outsourcing market segment (i. e. outsourcing<br />
of business processes which do not belong to a company’s core business to external<br />
service providers) copy the business model of D+S <strong>europe</strong> AG and extend their value-added<br />
chain by suitable acquisitions.
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Business and Basic Conditions<br />
IN is not a physical network but a central service-oriented system which is imposed on an existing<br />
telephone network. IN serves to extend a telephone network by intelligent network components<br />
and additional features. Special emphasis is placed on value-added services for fixed and<br />
mobile network telephony and fax. Service call numbers (e. g. 0800 or 0180) leading to an IN<br />
service are registered at special switching centers. If such a number is dialed, the data of the<br />
call can be linked up with different parameters (such as origin of call, time, day of the week),<br />
and flexibly modifiable and adaptable services can be offered.<br />
For the past two to three years the German market for mobile value-added services has essentially<br />
been shaped by five large providers. In the company’s opinion, in the present market<br />
situation, the market for mobile value-added solutions will not be faced with new competition.<br />
It can, however, not be strictly ruled out that the unexpected entrance of new competitors<br />
may result in losses in market shares and consequently turnover in the segment “D+S mobile &<br />
telephony services”.<br />
Should, due to fiercer competition, the D+S <strong>europe</strong> AG segment “D+S mobile & telephony<br />
services” not be able to consolidate its market shares and extend them as planned, this could<br />
impair the growth and financing power of D+S <strong>europe</strong> AG resulting in negative effects on the<br />
financing and earnings position of D+S <strong>europe</strong> AG.<br />
8.2.10 Risk arising from changes in the technology applies in the<br />
segment “<strong>d+s</strong> mobile & telephony services”<br />
dtms GmbH continuously evaluates the effects of the spreading of the Internet Protocol (IP)<br />
in the course of so-called Next Generation Networks (NGN) on the world of classical fixed<br />
networks. Immediate competition caused by IP has so far not been perceived. Topics and their<br />
possible impacts such as billing ability, quality of service and general availability of services are<br />
being discussed at regulatory levels and by trade associations. It may, however, be expected<br />
that migration to NGN is not a homogeneous process. Regulatory measures taken by the<br />
Fe deral Network Agency and corresponding international boards are not expected for a period<br />
of at least ten years. Should in future a shift in competition away from service telephony providers<br />
towards hardware-oriented system suppliers should occur, this would have negative<br />
effects on the financing and earnings position of D+S <strong>europe</strong> AG.<br />
8.2.11 Risk arising from competition by inhouse service providers in<br />
the segment “<strong>d+s</strong> communication & collection services”<br />
D+S <strong>europe</strong> AG as external service provider manages the contacts of internationally operating<br />
enterprises to their private customers. It cannot be ruled out that in future D+S <strong>europe</strong> AG’s<br />
clients start to operate their own customer contact management in so-called “Inhouse Call<br />
Centers” possibly offering their services to other enterprises. The risk of inhouse service providers<br />
of increasingly competing with external providers is rising as enterprises are prepared to<br />
aggressively generate contribution margins for their internal providers from external business<br />
or as these enterprises are inclined to increase their own volumes in the external provider market<br />
by cross-subsidizing and price-aggressive transactions by their internal service providers. A<br />
development of this kind would have negative effects on the financing and earnings position of<br />
D+S <strong>europe</strong> AG.<br />
Business development property situation
financial situation human Resources Remuneration supplementary statement risks forecast 59<br />
8.2.12 Risk of the establishment of online shops by clients of <strong>d+s</strong> <strong>europe</strong><br />
in the segment “<strong>d+s</strong> e-commerce & fulfillment services”<br />
It cannot be ruled out that in future D+S <strong>europe</strong> AG’s clients establish their own Internet online<br />
shops to sell their goods. This would have negative effects on the financing and earnings position<br />
of D+S <strong>europe</strong> AG.<br />
8.2.13 Risks arising from clients’ reluctance to outsource<br />
D+S <strong>europe</strong> AG’s strategic orientation is based on the market trend established by external<br />
surveys towards outsourcing business processes which are not part of their core business<br />
to service providers such as D+S <strong>europe</strong> AG. Should existing and/or potential clients not decide<br />
to outsource business units to the extent expected by the company this would have a negative<br />
effect on the financing and earnings position of the company.<br />
8.2.14 Risks arising from regulation<br />
The operations of the D+S <strong>europe</strong> Group and its clients, in particular in the field of telecommunications<br />
(for example, in connection with value-added services and B2C telephone sales<br />
[“outbound telephony”]), but also in other fields is strongly controlled by national and European<br />
regulations, and the success of D+S <strong>europe</strong> AG, especially in the segments “D+S mobile &<br />
telephony services” and “D+S communication & collection services”, are influenced by regulatory<br />
intervention by lawmakers, courts and regulatory authorities to a high degree.<br />
In many cases all applicable regulations are subject to frequent modification and are continuously<br />
adjusted to technical progress and a higher degree in customer and consumer protection<br />
at international and national level. The same applies to the respective jurisdiction. Media and<br />
consumer protection associations observe various services in this field critically (e. g. sale of<br />
ringtones, subscriptions, different service call numbers, etc.) and it cannot be ruled out that<br />
regulatory intervention will further reduce the market potential in this segment.<br />
Again and again the area of telecommunications is called upon by regulatory measures also for<br />
public functions. Since 2008 the Telecommunications Act (TKG) has provided for telecommunications<br />
and Internet providers under certain conditions to store various data on telephone<br />
connections, fax and SMS messages, email correspondence and Internet connections for a period<br />
of six months, incurring additional costs. At present the effects on the D+S <strong>europe</strong> Group<br />
cannot be assessed. In future further regulatory measures are expected. On May 15, 2007,<br />
the Federal Ministry for Justice, for example, announced its intention to take legal measures to<br />
control unwanted telemarketing calls, so-called cold calls. This concerns the introduction of<br />
a ban prohibiting calling line identification restriction and imposing fines for infringement of<br />
telephone advertising restrictions. Furthermore, it cannot be ruled out that in future providers<br />
of telecommunication services will be increasingly held responsible in case of infringements of<br />
third parties in the fields of intellectual/industrial property rights and/or protection of minors.
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The D+S <strong>europe</strong> Group cannot foresee future changes in German, European or other regulations<br />
applicable to the company and/or its clients nor the effects such amendments may have<br />
on their clients’ business operations. The same applies to amendments in legislation or regulatory<br />
practice. It cannot be ruled out that clients of the D+S <strong>europe</strong> Group will try to hand<br />
down costs to the D+S <strong>europe</strong> Group arising from investments and other expenses incurred by<br />
tightening of the regulations they have to observe. Nor can it be ruled out that with regard to<br />
the segments “D+S mobile & telephony services” and “D+S communication & collection services”<br />
or other segments the regulations described above will lead to an unexpected change in<br />
customer behavior, resulting in clearly reduced usage of services provided. Even regulations not<br />
immediately applicable to the D+S <strong>europe</strong> Group would thus have an indirectly negative impact<br />
on the business operations of the D+S <strong>europe</strong> Group and could reduce the profit margins of<br />
the company. This could result in negative effects on the financing and earnings position of the<br />
company.<br />
8.3 Company-Related Risks<br />
Business and Basic Conditions<br />
8.3.1 Risks arising from the high payroll costs in germany<br />
At present D+S <strong>europe</strong> AG provides its services mainly at home. Availability of voice and data<br />
lines, however, make it technically possible to produce large parts of the services provided by<br />
D+S <strong>europe</strong> AG outside Germany. Thus D+S <strong>europe</strong> AG’s competitors have moved their call<br />
center activities abroad where wages for call center employees are considerably lower than in<br />
Germany. It cannot be ruled out that competitors producing abroad exert pricing pressure also<br />
on the competition for domestic customers. This could result in negative effects on the financing<br />
and earnings position of the company.<br />
8.3.2 Risks arising from business fluctuation per quarter and<br />
per business year<br />
In recent years, dependence on seasonal factors in the field of customer care as well as changes<br />
in customer behavior has been the cause for insufficient contribution margins. In future seasonal<br />
and/or economic influences can also lead to fluctuations in earnings of D+S <strong>europe</strong> AG<br />
per quarter and per business year as contractual guarantee of project volumes is not provided<br />
for most of the projects. The company’s turnover cannot be predicted reliably due to forecasting<br />
uncertainty with regard to customer behavior. In particular there is the risk that the company<br />
cannot or cannot fast enough adapt its cost structure in order to make up for an unexpected<br />
drop in sales. This could have negative effects on the financing and earnings position of<br />
D+S <strong>europe</strong> AG.<br />
8.3.3 Risks arising from the client structure<br />
Characteristic for the business of D+S <strong>europe</strong> AG is a customer structure which, due to its<br />
focus on large enterprises, has client relationships whereby share of the total turnover of the<br />
D+S <strong>europe</strong> Group in some cases was up to 13.1% in the 2007 business year. It can therefore<br />
not be ruled out that the loss of only one major client budget will lead to a distinct burden on<br />
the company’s results.<br />
Business development property situation
financial situation human Resources Remuneration supplementary statement risks forecast 61<br />
In the past there was a particularly strong dependency on one large client in the D+S <strong>europe</strong> AG<br />
segment “D+S e-commerce & fulfillment services” operated by the subsidiary Heycom. Meanwhile<br />
the company has several large clients also in this segment which, however, all belong<br />
to the clothing industry. Should the possible simultaneous loss of some large clients not be<br />
compensated by new business this might constitute a lasting hazard to the success of the D+S<br />
<strong>europe</strong> Group in the segment “D+S e-commerce & fulfillment services”.<br />
In the segment “D+S mobile & telephony services” D+S <strong>europe</strong> AG’s subsidiaries operating in<br />
this field also depend on large clients. Thus in this segment the minute volumes of 20 to 40 key<br />
accounts are decisive and the simultaneous loss of some of these clients would have negative<br />
effects on the business development of D+S <strong>europe</strong> AG in this segment.<br />
The economic development of the subsidiaries of D+S <strong>europe</strong> AG operating in the segments<br />
“D+S e-commerce & fulfillment services” and “D+S mobile & telephony services” and thus also<br />
the development of D+S <strong>europe</strong> AG, is closely linked to the development of its major clients.<br />
Should the company lose some of the key accounts, this would have immediate negative effects<br />
on the business results and the turnover development of D+S <strong>europe</strong> AG and on the financing<br />
and earnings position of the company.<br />
8.3.4 Risks arising from further value adjustments to assets<br />
In the past the company was forced to carry out value adjustments according to IAS/IFRS and<br />
write-downs on the lower attributable value in accordance with the German Commercial Code<br />
(GCC) with regard to assets and participations held in the companies of the D+S <strong>europe</strong> Group<br />
in the course of so-called impairment tests. This particularly concerned recognitions of business<br />
participations and goodwill from takeovers of participations in 2000 which have meanwhile<br />
been sold. It cannot be ruled out that value adjustments with regard to participations<br />
and goodwill as well as other assets of D+S <strong>europe</strong> AG will have to be carried out in future. This<br />
could have negative effects on the financing and earnings position of D+S <strong>europe</strong> AG.<br />
8.3.5 Risk of rising interest rates<br />
The D+S <strong>europe</strong> Group is partly financed by borrowed capital with variable interest rates. An<br />
increase in the reference interest rate agreed for these loans would result in an increase in the<br />
interest burden for D+S <strong>europe</strong> AG. D+S <strong>europe</strong> AG is trying to make up for most of the interest<br />
rate risk by means of hedging transactions by way of so-called interest rate swaps and interest<br />
rate caps. If the hedging transactions, executed by the company, do not fully cover the financial<br />
risk arising from an increase in interest, the company will run the risk that the additional financial<br />
burden would have negative effects on the financing and earnings position of the company.
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Business and Basic Conditions<br />
8.3.6 Risk of an increase in the tax burden by additional claims<br />
in connection with current and/or future tax audits<br />
In Germany D+S <strong>europe</strong> AG and its subsidiaries are subject to constant tax inspections. Tax<br />
audits are taking place with D+S <strong>europe</strong> AG and D+S solutions GmbH for the business year<br />
2001 to 2004. So far these have not resulted in any claims. Considerable claims volumes by<br />
the revenue authorities would have negative effects on the financing and earnings position of<br />
D+S <strong>europe</strong> AG.<br />
Furthermore, tax audits are presently being executed by the revenue office Mainz at the Group’s<br />
subsidiary dtms GmbH. One subject matter of the audit is the question of whether fees received<br />
by dtms GmbH for the account of third parties are to be posted as revenues and whether in<br />
this context, payments made to clients abroad are non-deductible which would have a negative<br />
impact on the total of corporate income and trade tax. Another matter of the audit is the<br />
current-value depreciation on stake values carried out by dtms GmbH in previous years. It cannot<br />
be ruled out that the audits at dtms GmbH result in additional claims. Should additional<br />
tax claims result for the periods subject to tax inspections, the company is of the opinion that it<br />
would be entitled to warranty claims against the alienators of dtms who transferred their shares<br />
to D+S <strong>europe</strong> AG in 2005. Should this ruling of D+S <strong>europe</strong> be incorrect and additional tax<br />
claims be established which are not or not fully covered by warranty payments by the alienators<br />
of dtms GmbH, this could constitute a financial burden for D+S <strong>europe</strong> AG which might<br />
also have negative effects on the financing and earnings position of D+S <strong>europe</strong> AG.<br />
8.3.7 Risk of an increase in tax burden due to losses carried forward<br />
being stated too high<br />
Since its foundation, the company has executed several capital increases, partly in considerable<br />
amounts. In compliance with Art. 8 Section 4 of the Corporate Tax Act, setting off profits<br />
against losses of past fiscal years is not permissible if more than half of the interests in D+S<br />
<strong>europe</strong> AG have been transferred and the company continues its business operations predominantly<br />
with new business assets. D+S <strong>europe</strong> AG is of the opinion that appropriate application<br />
of this law will entail that tax losses of the company constitute losses carried forward being<br />
usable for tax purposes in future. Should the revenue office decide deviant taxation, losses<br />
carried forward from corporate income and trade tax would be at risk. As shown in the corresponding<br />
tax assessment, losses carried forward from corporate income tax as of December 31,<br />
2007 amounted to EUR 23.5 million and losses carried forward from trade tax as of December<br />
31, 2007 amounted to EUR 18.0 million.<br />
Moreover, based on according information from its tax advisor, D+S <strong>europe</strong> AG assumes that,<br />
due to taxable losses as from 2000 and the resulting losses carried forward up to and including<br />
the fiscal year 2004, it is not liable to tax payments. Should this view not prove true or should<br />
the losses carried forward established by the company not or not in the calculated amount be<br />
accepted by the revenue authorities, this could imply that losses carried forward are not possible<br />
or losses can only be carried forward in an amount smaller than expected by the company.<br />
Business development property situation
financial situation human Resources Remuneration supplementary statement risks forecast 63<br />
Should D+S <strong>europe</strong> AG not be able to carry forward losses from the past in the planned<br />
amounts, the company could be faced with unforeseeable tax burdens. This would have negative<br />
effects on the financing and earnings position of D+S <strong>europe</strong> AG.<br />
8.3.8 Risk of an increase in tax burden due to future changes in tax law<br />
Future amendments of the tax law in Germany or other countries where D+S <strong>europe</strong> AG is or<br />
will be taxable could generally lead to a higher tax burden for the company and consequently<br />
have considerable negative effects on the financing and earnings position of the company.<br />
8.3.9 Risks arising from securing employment and retention<br />
of qualified executives<br />
Success of the company largely depends on its highly qualified executives, in particular,<br />
members of the Board and senior management. In future it will still be crucial for D+S <strong>europe</strong> AG<br />
to find and retain executives for their business units with the necessary competencies such as<br />
power of judgment, knowledge of the market and leadership qualities.<br />
In case of personnel changes within the Board and/or to senior management it cannot be ruled<br />
out – in spite of thorough selection processes – that new staff does not have all the required<br />
executive competencies. Should D+S <strong>europe</strong> AG lose executives and/or other employees in key<br />
positions or should it not be able to attract enough expert staff, as a result important decisions<br />
and measures might not be implemented successfully, the company might not develop as expected<br />
or even negative development take place. Each of these factors would have a negative effect<br />
on D+S <strong>europe</strong> AG and on the financing and earnings position of D+S <strong>europe</strong> AG.<br />
8.3.10 Risks arising from securing recruitment of skilled personnel<br />
for the segments “<strong>d+s</strong> e-commerce & fulfillment services”<br />
and “<strong>d+s</strong> communication & collection services”<br />
On account of the strong growth of the segment “D+S e-commerce & fulfillment services” of<br />
D+S <strong>europe</strong> AG availability of competent employees especially in the fields of company organization<br />
and software is vital. Should D+S <strong>europe</strong> AG not succeed in recruiting enough skilled<br />
personnel for this field or in replacing leaving employees, the actual development of the segment<br />
could significantly deviate from the original plan.<br />
In the segment “D+S communication & collection services” further extension of business<br />
operations in particular can result in an increase in staff requirements for D+S <strong>europe</strong> AG.<br />
Should the company not be able to recruit sufficient suitably skilled staff for this segment of<br />
D+S <strong>europe</strong> AG, the business development forecasted for this field may not meet the company’s<br />
expectations.<br />
A lack in skilled personnel in the segments “D+S e-commerce & fulfillment services” and/<br />
or “D+S communication & collection services” would consequently lead to impaired business<br />
transactions which could also have negative effects on the financing and earnings position<br />
of the company.
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Business and Basic Conditions<br />
8.3.11 Risks arising from securing sufficient protection of intellectual<br />
property or cost-incurring use of third-party intellectual property<br />
D+S <strong>europe</strong> AG with its subsidiary Heycom has technical know-how (IT) which is inherent in a<br />
few employees. There is therefore no guarantee that a disclosure of D+S <strong>europe</strong> AG’s business<br />
secrets can be avoided or that third parties do not develop the same or similar know-how<br />
independently of D+S <strong>europe</strong> AG or – for instance by enticing staff – gain access to the technical<br />
know-how of D+S <strong>europe</strong> AG.<br />
Insufficient protection of D+S <strong>europe</strong> AG’s intellectual property can restrain its ability to make<br />
profitable use of an achieved technological edge or lead to a reduction of future earnings if<br />
competitors can also provide services which are similar to the ones developed by D+S <strong>europe</strong> AG.<br />
This could impair the competitive position of D+S <strong>europe</strong> AG and the resulting drop in earnings<br />
and turnover would have a negative effect on the financing and earnings position of the company.<br />
Furthermore, it cannot be ruled out that in future D+S <strong>europe</strong> AG will be dependent on using<br />
third-party technology by buying licenses or enticing employees with know-how which would<br />
result in corresponding costs and might have negative effects on the financing and earnings<br />
position of the company.<br />
8.3.12 Risk of failure of the systems and technical installation<br />
Services delivered by D+S <strong>europe</strong> AG are based on the application of complex IT systems. Supply<br />
of services requires faultless functioning of decentralized computer and telecommunication<br />
networks. D+S <strong>europe</strong> AG depends on the functionality of the systems operated as well as systems<br />
not operated by the company such as clients’ network infrastructures and IT systems.<br />
Extended use of systems that are not up-to-date, as well as the introduction of new systems<br />
can result in considerable adverse effects. Moreover, the quality of generated data depends on<br />
the functionality of upstream third-party systems. Interruption of these upstream systems<br />
can potentially lead to incorrect information impairing production or other business fields of<br />
D+S <strong>europe</strong> AG or affecting declarable information.<br />
As data processing systems are particularly prone to trouble, damage, power outages, computer<br />
viruses, fire and similar incidents, failure or interruption of one or more major IT or telephone<br />
systems at D+S <strong>europe</strong> AG or one of its subsidiaries cannot be ruled out despite existing precautions<br />
and advanced technical standards for the operation of IT systems and technical<br />
installations. Failure, malfunction or interruption of operations of the data processing systems<br />
used by D+S <strong>europe</strong> AG can impair the company’s capability of maintaining business processes<br />
efficiently and – as the services of D+S essentially rely on the functionality of the technical<br />
systems – can cause serious damage to D+S <strong>europe</strong> AG depending on the duration and technical<br />
dimension.<br />
The loss-of-operations insurance taken out by the company for cases of operational failure<br />
includes a deductible of two days up to an indefinite amount. Any operational failure or standstill<br />
would, however, entail the considerable risk of loss of earnings and potentially also loss<br />
of clients – regardless of possible compensations or insurances – thus resulting in considerable<br />
negative effects on the financing and earnings position of D+S <strong>europe</strong> AG.<br />
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financial situation human Resources Remuneration supplementary statement risks forecast 65<br />
8.3.13 Risks in connection with software systems developed by the company<br />
In particular in the segment “D+S e-commerce & fulfillment services” D+S <strong>europe</strong> AG applies<br />
software systems developed by the company itself in its clients’ e-shops, for controlling purposes<br />
in the communication centers and for billing purposes in the segment “D+S mobile & telephony<br />
services”. Naturally, when applying this kind of software there is no warranty given by a third<br />
party and claims for damage in case of malfunction and/or system failure are not possible. If<br />
adequate written documentation of the internally developed software systems is not provided,<br />
there is the risk that only individual employees of D+S <strong>europe</strong> AG have the required know-how<br />
regarding these systems and it is not generally available. Should these knowledgeable persons<br />
leave the company this could lead to malfunctions which cannot be eliminated immediately<br />
and would last for an indefinite period due to loss of know-how and insufficient documentation<br />
for the systems applied. This would have negative effects on the business operation of<br />
D+S <strong>europe</strong> AG and also on the financing and earnings position of the company.<br />
8.3.14 Risks in connection with the use of the “intelligent network”<br />
system in the segment “<strong>d+s</strong> mobile & telephony services”<br />
In the segment “D+S mobile & telephony services” which D+S <strong>europe</strong> AG operates via its subsidiary<br />
dtms GmbH the “Intelligent Network” system (IN) is applied.<br />
Should parts of “Intelligent Network” fail for an extended period or even break down dtms<br />
GmbH’s clients might claim damages from dtms GmbH. This could have negative effects on<br />
the financing and earnings position of D+S <strong>europe</strong> AG.<br />
8.3.15 Risks arising from quality defects<br />
D+S <strong>europe</strong> AG renders services which have to meet certain quality requirements on the part<br />
of its clients. In spite of all precautions taken by D+S <strong>europe</strong> AG, quality defects cannot be<br />
ruled out in the future. Thus it is conceivable that technical problems occur when applying EDP<br />
systems which could lead to impaired business transactions for the client. If the services rendered<br />
by D+S <strong>europe</strong> AG do not meet the requirements agreed with the clients, this can lead to<br />
a loss of clients and also loss of turnover. Cases of IT-related faults can result in time-intensive<br />
checks and possibly repairs with corresponding idle periods. Moreover, quality defects could<br />
lead to impaired market acceptance of the D+S <strong>europe</strong> AG’s other services and consequently to<br />
drops in sales. Quality defects could also constitute a reason for clients to hold D+S <strong>europe</strong> AG<br />
liable for their financial losses or loss of profits which can mean considerable costs even taking<br />
existing insurance coverage into account. Furthermore, quality requirements on certain services<br />
of D+S <strong>europe</strong> AG could rise to such an extent that, due to technological restrictions, certain<br />
customer requirements cannot be met thus resulting in marketing restrictions.<br />
All of these factors can lead to drops in sales, the loss of important clients, loss of market<br />
acceptance or liability for damages resulting in negative effects on the financing and earnings<br />
position of D+S <strong>europe</strong> AG.
66<br />
RepoRt of management<br />
Business and Basic Conditions<br />
8.3.16 Risks arising from the misuse of end customer data<br />
Careful handling of end customer data collected by D+S <strong>europe</strong> AG in the course of its business<br />
transactions for its clients is of utmost importance, and especially in the segments “D+S mobile<br />
& telephony services” and “D+S communication & collection services” (for instance with regard<br />
to voice-logs and signature files) a maximum in confidentiality is required to avoid misuse of<br />
end customer data. Nevertheless, it cannot be entirely ruled out that claims arising from possible<br />
infringement against confidentiality regulation are made by affected customers against<br />
D+S <strong>europe</strong> AG.<br />
In addition, the D+S subsidiary dtms GmbH can be indirectly affected by fraud and misuse<br />
on the part of their clients. Thus it is possible that the proprietors of service call numbers are<br />
subjected to payment of high damages on account of infringement of confidentiality, and/<br />
or entire call number lanes or abbreviated numbers are deactivated by the Federal Network<br />
Agency or mobile network operators. Should the latter occur or should proprietors of service<br />
call numbers cease to operate due to high liability for damages, dtms GmbH would lose the<br />
business from the deactivated call numbers or call number lanes or with affected customers<br />
which might lead to considerable impairment to the business success of D+S <strong>europe</strong> AG in the<br />
segment “D+S mobile & telephony services”. The financing and earnings position of the company<br />
might be considerably impaired – as would be the case with infringement of confidentiality<br />
regulation by D+S <strong>europe</strong> AG itself.<br />
8.3.17 Risks in connection with planned growth in e-commerce business<br />
D+S <strong>europe</strong> AG plans to continue its growth in the segment “D+S e-commerce & fulfillment<br />
services” necessitating the provision of additional warehousing resources. Should D+S <strong>europe</strong> AG<br />
not succeed in providing the necessary storage capacities in time, as a consequence turnover<br />
and earnings in the segment “D+S e-commerce & fulfillment services” might not develop as<br />
expected by the company. It is also possible that the resources required for growth are more<br />
expensive than originally planned by D+S <strong>europe</strong> AG incurring additional expenses.<br />
Either factor can have negative effects on the financing and earnings position of the company.<br />
8.3.18 Risks arising from operating in new business fields<br />
Due to the unpredictability inherent in the development of new technologies and procedures<br />
it cannot be guaranteed that D+S <strong>europe</strong> AG will be able to design, introduce and market new<br />
business units. Should D+S <strong>europe</strong> AG’s economic expectations associated with possible investment<br />
decisions not be met or should it be impossible to implement the strategy an investment<br />
decision is based on, this could lead to misallocations of financial resources. This could result<br />
in negative effects on the financing and earnings position of D+S <strong>europe</strong> AG.<br />
Business development property situation
financial situation human Resources Remuneration supplementary statement risks forecast 67<br />
8.3.19 Risks arising from planned takeovers<br />
In the past D+S <strong>europe</strong> AG has been subject to strong inorganic growth. It cannot be ruled<br />
out that in future the company will acquire further enterprises. The company will prepare<br />
and check possible acquisitions conscientiously. Nevertheless, acquisitions are a considerable<br />
entrepreneurial risk and can have significant impacts on earnings and the continued existence<br />
of the company. On the one hand, there is the risk that economic expectations associated with<br />
investment decisions are not fulfilled. On the other hand, it cannot be ruled out that acquisitions<br />
impose future burdens on the company which would not arise without the merger. These<br />
burdens can include increased expenditure for more complex administration, uncertainties<br />
with regard to personnel matters or harmonizing of business processes which would result in<br />
negative effects on the financing and earnings position of D+S <strong>europe</strong> AG.<br />
8.3.20 Risks in connection with possible international expansion<br />
In the course of its overall strategic planning, D+S <strong>europe</strong> AG is viewing the possibility of<br />
expanding or completing its business operations outside Germany. With regard to the option<br />
of expanding internationally there are certain risks for D+S <strong>europe</strong> AG. It cannot be ruled out<br />
that economic expectations associated with investments abroad will not be fulfilled or that the<br />
strategy an investment decision is based on cannot be implemented. On the other hand, in the<br />
course of possible international expansion D+S <strong>europe</strong> AG will depend on regional developments<br />
in the foreign markets. Should these be opposed to D+S <strong>europe</strong> AG’s expectations this<br />
could result in misallocation of financial and managerial resources on the one hand. On the<br />
other hand, there is no guarantee that foreign locations can be staffed with qualified employees<br />
in the number planned by D+S <strong>europe</strong> AG. Each of these factors – alone or in combination<br />
with other factors – can have negative effects on the business transactions of D+S <strong>europe</strong> AG<br />
in the countries concerned and on its financing and earnings position.<br />
8.3.21 Risks arising from the possible introduction of statutory<br />
minimum wages<br />
At the end of 2007 D+S <strong>europe</strong> AG operated nine domestic and one foreign call centers with<br />
a total of almost 4, 200 employees in the segment “D+S communication & collection services”.<br />
The call center industry is exposed to the risk that comprehensive minimum wages applicable<br />
to the entire industry could be introduced in Germany. A decision regarding the introduction<br />
of minimum wages and the possible time of taking effect of such a measure has not been made<br />
yet. Political circles are discussing a wage of EUR 7.50 per hour. At present a number of enterprises<br />
from the call center industry are paying their employees lower hourly wages so that the<br />
introduction of the mentioned minimum wage would have material effects for enterprises operating<br />
in this field. As jobs in the call center industry are not subject to collective agreement, the<br />
introduction of minimum wages for call center agents in Germany would only lead to additional<br />
financial burdens for call center operators if established legally.
68<br />
RepoRt of management<br />
Business and Basic Conditions<br />
At D+S <strong>europe</strong> AG the minimum-wage debate concerns about 1,000 of the ca. 4,200 call<br />
center employees. However, the effects of the statutory introduction of minimum wages of<br />
EUR 7.50 would be small as current hourly wages of the employees affected by matter are<br />
only slightly below the considered minimum wage level. Should D+S <strong>europe</strong> AG not be able to<br />
hand down the additional burden resulting from the introduction of minimum wages to their<br />
clients in the segment “D+S communication & collection services”, the personnel expenditure<br />
ratio (against the turnover) in the segment “D+S communication & collection services” would<br />
increase by less than 0.5 percentage points and have a negative effect in that amount with<br />
regard to earnings of the segment “D+S communication & collection services”. This would<br />
have also negative effects on the financing and earnings position of D+S <strong>europe</strong> AG.<br />
8.3.22 Risk of repayment of subsidies granted in the past<br />
In the past D+S <strong>europe</strong> AG claimed public subsidies for establishing call centers. These subsidies<br />
are subject to conditions and strict check-ups with regard to adherence to the conditions<br />
for public subsidies. If these conditions are violated there is the risk that subsidies are<br />
reclaimed. Although D+S <strong>europe</strong> AG strictly adheres to the conditions, reclaims cannot be<br />
ruled out. In particular, D+S <strong>europe</strong> AG has no bearing on whether the European Commission<br />
classifies granted subsidies as non-permissible with regard to subsidization, and therefore<br />
funds granted have to be paid back if subsidies were granted in the course of non-notified support<br />
programs. Moreover, the partly long periods of commitment of the subsidies require particular<br />
prudence in view of future modifications of business structures, because even constructional<br />
changes to subsidized buildings or rental, leasing or sale of these buildings can lead to<br />
the reclaim of subsidies granted in the past. Should D+S <strong>europe</strong> AG have to pay back granted<br />
subsidies this could have considerable negative effects on the financing and earnings position.<br />
8.3.23 Risk that subsidies for future investment projects are not granted<br />
In the past D+S <strong>europe</strong> AG claimed public subsidies. In future it cannot be ruled out that<br />
D+S <strong>europe</strong> AG will also apply for public subsidies. Granting of subsidies (as a rule) is at the<br />
discretion of the granting body and based on the condition that budget funds are provided.<br />
If funds are provided for a program in the budget of the granting body, the program is often<br />
subsidized if it complies with the requirements for subsidies. There is, however, no legal right<br />
on granting of subsidies. If the financial budgeting of D+S <strong>europe</strong> AG included public subsidies<br />
which have ultimately not been granted, the company would be forced to use alternative<br />
financing resources for covering its financing need in connection with investment projects.<br />
Should the company not or only on conditions economically not justifiable be able to finance<br />
its investment projects where public subsidies have not been granted, this could have negative<br />
effects on the financing and earnings position of D+S <strong>europe</strong> AG.<br />
Business development property situation
financial situation human Resources Remuneration supplementary statement risks forecast 69<br />
8.3.24 Risk that entrepreneurial flexibility might be restricted by certain<br />
obligations in connection with the loan agreement concluded in the<br />
course of the heycom acquisition<br />
In the course of the Heycom takeover the company concluded a loan contract with a bank<br />
syndicate in a total amount of up to EUR 125,750,000 which, on the one hand, serves to<br />
provide the financial means for the takeover of the interests in Heycom and, on the other hand,<br />
to repay existing loans and also serves general entrepreneurial purposes of D+S <strong>europe</strong> AG<br />
(see “Statements on the business activities of the company – essential contracts”).<br />
Although the company assumes the financing volume supplied by the syndicated loan agreement<br />
will provide the sufficient scope of action for the planned growth in the years to come,<br />
it cannot be ruled out that adhering to the obligations laid down in the loan agreement has a<br />
negative effect on the operative business activities of D+S <strong>europe</strong> AG, for example, because<br />
further credit facilities will be heavily limited in the medium term, and consequently investments<br />
the company regards as expedient remain undone or are postponed, thus weakening the company’s<br />
competitiveness. Moreover, the ratios agreed in the syndicated loan agreement resulting<br />
from the loss and profit statement, the balance sheet as well as the cash flow statement for<br />
the coming years are based on a continuous increase in the earnings of the D+S <strong>europe</strong> Group.<br />
The company has to maintain its positioning as multi-media outsourcing service provider strategically,<br />
sustainably and profitably in order to achieve the forecasted increase. This strategy as<br />
provider of comprehensive sales processes largely depends on the condition that the segment<br />
“D+S e-commerce & fulfillment services” established after the takeover of the Heycom interests<br />
and complementing the existing business activities of the D+S <strong>europe</strong> Group roughly generates<br />
the forecasted earnings.<br />
If D+S <strong>europe</strong> AG does not adhere to the obligations laid down in the loan agreement and<br />
infringement of these obligations could not be corrected or the loan creditors did not waive<br />
adherence to the obligations, this would constitute a termination reason according to the<br />
terms of the loan agreement which would entitle the loan creditors to demand immediate<br />
repayment of all obligations resulting from the loan agreement. Moreover, the occurrence of<br />
a termination reason according to this loan agreement could elicit the right to recall other loan<br />
agreements as well (cross fault). Adherence to the obligations laid down in the loan agreement<br />
as well as termination of the loan agreement in combination with the resulting loss of liquidity<br />
could have negative effects on the financing and earnings position of D+S <strong>europe</strong> AG.
70<br />
RepoRt of management<br />
9 foReCast<br />
9.1 fuRtheR eXtension of outstanding maRket position<br />
D+S <strong>europe</strong> AG develops its structures providently in line with emerging market trends. With<br />
its growth strategy initiated in 2004, the Group succeeded in creating a comprehensive service<br />
portfolio taking up a market-leading position as provider for e-commerce and customer contact<br />
management. D+S <strong>europe</strong> AG will continue to further expand this position and extend<br />
its value-added chain in depth and in width. It is part of D+S <strong>europe</strong>’s strategy to belong to<br />
the top-3 providers, not only with its positioning as comprehensive service provider, but also<br />
in its respective business units such as value-added services and mobile solutions. Thereby<br />
D+S <strong>europe</strong> AG secures good market access for integrated complete solutions as well as for<br />
the modular offers of its individual segments.<br />
9.2 oRganiC and anoRganiC gRowth<br />
Business and Basic Conditions<br />
D+S <strong>europe</strong> AG’s growth strategy comprises organic and inorganic growth. When choosing the<br />
methods, D+S <strong>europe</strong> AG adjusts to the market situation. On principle, D+S <strong>europe</strong> AG operates<br />
on the premise that acquisitions have positive short-term effects on earnings per share.<br />
In 2008, D+S <strong>europe</strong> AG intends to grow organically as well as inorganically. In the field of<br />
organic growth in 2008, the service center on Rügen set up in 2007 will further increase its<br />
workforce by a three-figure number to distinctly over 500 employees, based on the strong order<br />
situation in the segment “D+S communication & collection services”. Moreover, the establishment<br />
of a German tenth service center is planned. In 2008, D+S <strong>europe</strong> AG will also organically<br />
extend its new business unit by means of electronic payment solutions which will operate under<br />
the umbrella of D+S payment GmbH. Driven by numerous new contracts and in the course<br />
of extension of capacities at Heycom in Garbsen in 2008, the segment “D+S e-commerce &<br />
fulfillment services” will probably also create new jobs in the three-figure range.<br />
In the field of inorganic growth, D+S <strong>europe</strong> AG distinguishes between acquisitions to extend<br />
the value-added chain which can be paid from cash flow, and a large acquisition to essentially<br />
confirm its market position. In 2008, D+S <strong>europe</strong> AG already made a small addition to its<br />
services in the field of e-commerce by acquiring 85.2% of the interests in the online marketing<br />
agency Adamicus GmbH. The segment “D+S e-commerce & fulfillment services” is the focus of<br />
the next large acquisition intended to strengthen the market position of D+S <strong>europe</strong> AG and<br />
enhance its international reach.<br />
Business development property situation<br />
“top-3 strategy”<br />
“ neW business<br />
unit With payment<br />
solutions”<br />
“ large acquisition<br />
of international<br />
significance”
financial situation human Resources Remuneration supplementary statement Risks forecast<br />
9.3 inteRnational gRowth with e-CommeRCe management<br />
In Germany, D+S <strong>europe</strong> AG is a leading provider for e-commerce and customer contact<br />
manage ment. In the field of customer contact management D+S <strong>europe</strong> AG provides a complex<br />
service portfolio at national level which ranges from value-added service and mobile<br />
solutions via communication center services and dialog automation to address and collection<br />
management. This enables D+S <strong>europe</strong> AG to create highest added value for its clients and<br />
their private custo mers. Especially in Germany, D+S <strong>europe</strong> AG has an edge on other competitors.<br />
D+S <strong>europe</strong> AG’s growth strategy in the field of customer contact management is therefore<br />
mainly geared to the German market.<br />
In the field of e-commerce management, D+S <strong>europe</strong> AG’s scope of action already reaches<br />
from Germany across the whole of Europe. The strategy of D+S <strong>europe</strong> AG is aimed at extending<br />
its international e-commerce business focused on fashion and clothing goods in order<br />
to become Europe’s largest full service provider for e-commerce management in the fashion<br />
industry. Growth in the field of e-commerce management is spurred on by new contracts and<br />
accompanying organic growth as well as acquisitions.<br />
9.4 fuRtheR CleaR gRowth of eaRnings<br />
On the basis of the growth drivers described above, in 2008 the D+S <strong>europe</strong> Group expects<br />
a consolidated turnover volume of approximately EUR 320 million and an EBIT margin<br />
of 14 to 15% generated by organic growth alone. Earnings per share are thus expected to rise<br />
by about 90% to 80 cents at least. According to the company’s business plan the number of<br />
employees is to increase up to 6,500 by the end of 2008. Moreover, for the business year 2009<br />
the company assumes further clear growth in all output quantities of the D+S <strong>europe</strong> Group.<br />
Hamburg, March 13, 2008<br />
The Management Board<br />
Dipl.-Ing Achim Plate Tobias Hartmann Sven Heyrowsky Henning Soltau<br />
“ e-commerce focus<br />
in fashion segment”<br />
71
72 finanCe<br />
finance<br />
Consolidated Financial Statement 74<br />
Balance Sheet 74<br />
Profit and Loss Account 76<br />
Cash Flow Statement 77<br />
Changes in Shareholders’ Equity 78<br />
Assets 80<br />
Notes on the Consolidated<br />
Financial Statements 84<br />
Auditors’ Report 130<br />
Financial Calendar 132
“ Every contact gives the chance to to delight<br />
customers, to tie them firmly to the brand and<br />
to encourage further transactions”<br />
Henning Soltau, Chief Financial Officer D+S <strong>europe</strong> AG<br />
73
74<br />
Consolidated finanCial statement<br />
consolidated balance sheet december 31, 2007<br />
assets Notes Dec. 31, 2007<br />
thousands EUR<br />
CuRRent assets<br />
Dec. 31, 2006 *<br />
thousands EUR<br />
Liquid assets 7 23,176 11,399<br />
Trade receivables 8 91,307 74,208<br />
Inventories 9 1,980 1,519<br />
Other current assets 10 15,651 4,628<br />
Prepaid expenses 2,527 3,649<br />
Other securities 8,441 0<br />
CuRRent assets total 143,082 95,403<br />
non-CuRRent assets<br />
Deferred taxes 11 10,483 16,294<br />
Financial assets 12 1,005 1,029<br />
Fixed assets 12 13,123 12,356<br />
Intangible assets 12 69,287 18,653<br />
Goodwill 13 215,592 93,976<br />
non-CuRRent assets total 309,490 142,308<br />
assets total 452,572 237,711<br />
* previous-year values adjusted; refer to Annex item 5
alance sheet profit and loss account Cash flow statement Changes in shareholders’ equity assets<br />
liabilities Notes Dec. 31, 2007<br />
thousands EUR<br />
CuRRent deBts<br />
Dec. 31, 2006 *<br />
thousands EUR<br />
Trade liabilities 14 29,116 29,522<br />
Liabilities to banks 15 20,309 14,736<br />
Other current liabilities 16 29,877 12,832<br />
Liabilities from income taxes 7,878 3,133<br />
Liabilities to dormant partners 17 1,267 1,294<br />
Prepaid income 18 5,657 1,371<br />
Provisions 19 34,857 2,866<br />
Other current financial liabilities 20 5,405 3,239<br />
CuRRent deBt total 134,366 68,993<br />
non-CuRRent deBt<br />
Bank loands 21 96,818 41,852<br />
Convertible bonds 22 0 7<br />
Participatory capital 23 11,000 11,000<br />
Deferred taxes 11 14,927 3,324<br />
Prepaid income 24 1,537 1,631<br />
Other non-current liabilities 25 5,377 5,112<br />
Con-CuRRent deBt total 129,659 62,926<br />
shaReholdeRs’ equity<br />
Subscribed capital 27 37,511 30,346<br />
Capital reserves 126,074 57,195<br />
For implementing authorized capital increase deposit paid 0 4,495<br />
Balance sheet profit 24,962 13,431<br />
Interests other partners 26 0 325<br />
shaReholdeRs’ equity total 188,547 105,792<br />
liabilities total 452,572 237,711<br />
* previous-year values adjusted; refer to Annex item 5<br />
75
76<br />
Consolidated finanCial statement<br />
consolidated profit and loss account<br />
Notes<br />
Jan. 1, 2007-<br />
Dec. 31, 2007<br />
thousands EUR<br />
Jan. 1, 2006 -<br />
Dec. 31, 2006 *<br />
thousands EUR<br />
Gross revenues 368,587 305,476<br />
Advance payments of content providers - 137,051 - 140,663<br />
sales pRoCeeds 30 231,536 164,813<br />
Decrease/increase in finished and work in progress - 302 - 771<br />
Other company-produced additions shown as income 857 905<br />
Other operating revenues 31 9,552 7,735<br />
Material expense/expenses for services received - 47,253 - 37,877<br />
Personnel expense 32 - 87,839 - 65,462<br />
Other operating expenses 33 - 59,224 - 41,561<br />
eBitda 47,327 27,782<br />
Depreciation and amortization on tangible and intangible assets<br />
of property plant and equipment 12 - 14,661 - 8,760<br />
eBit 32,666 19,022<br />
Financial results 34 - 7,368 - 5,941<br />
eaRnings BefoRe inCome taX 25,298 13,081<br />
Taxes on income and earnings 35 - 10,653 - 3,588<br />
eaRnings afteR inCome taX 14,645 9,493<br />
Share in the profit and loss of other partners 36 158 - 82<br />
annual group profit 14,487 9,575<br />
Earnings per share (undiluted) in EUR 37 0.42 0.32<br />
Earnings per share (diluted) in EUR 37 0.42 0.32<br />
* previous-year values adjusted; refer to Annex item 5
Balance Sheet Profit and Loss Account Cash Flow Statement Changes in Shareholders’ Equity Assets<br />
CONSOLIDATED CASh FLOw STATEmENT<br />
Jan. 1, 2007-<br />
Dec. 31, 2007<br />
thousands EUR<br />
Jan. 1, 2006 -<br />
Dec. 31, 2006 *<br />
thousands EUR<br />
Annual Group Surplus 14,487 9,575<br />
Operating results other partners 158 - 82<br />
EArningS AftEr inComE tAx 14,645 9,493<br />
Reconciliation of cash flow from operative activities<br />
Depreciation on fixed assets and intangible assets 14,661 8,760<br />
Net interest income/loss 7,368 5,021<br />
Deferred taxes 6,993 540<br />
Changes in trade receivables - 11,835 - 9,159<br />
Changes in inventories - 423 - 299<br />
Changes in other assets - 6,565 - 3,515<br />
Changes in trade payables - 4,909 - 2,613<br />
Changes in other debts 14,304 489<br />
groSS CASh flow from opErAtivE ACtivitiES 34,239 8,717<br />
Net interest income/loss - 7,368 - 5,021<br />
nEt CASh flow from opErAtivE ACtivitiES 26,871 3,696<br />
Purchase of tangible, intangible and financial assets - 18,926 - 11,382<br />
Payments for acquisition of consolidated companies minus acquired capital - 70,722 - 14,820<br />
Liquidity-related changes in goodwill - 3,007 - 3,187<br />
Earnout-payments - 4,858 0<br />
In-payments from asset disposals 1,538 9,675<br />
Out-payments due to purchase of financial assets - 3,154 0<br />
CASh flow from invEStmEntS - 99,129 - 19,714<br />
Proceeds from use of shares in connection with purchase of interests 1,278 877<br />
Capital increase for cash (net) 28,164 303<br />
Repayment of other liabilities - 5,756 - 1,224<br />
Issuance of profit participation rights 0 11,000<br />
Borrowings 61,755 23,927<br />
Repayment of loans - 5,783 - 14,380<br />
CASh flow from finAnCing ACtivitiES 79,658 20,503<br />
Changes in cash funds affecting payments 7,400 4,485<br />
Cash funds at the beginning of period 8,560 4,075<br />
CASh fundS At End of pEriod 15,960 8,560<br />
Composition of Cash Funds<br />
Cash and bank deposits 23,176 11,399<br />
Liabilities to banks - 7,216 - 2,839<br />
CASh fundS At End of pEriod 15,960 8,560<br />
* previous-year values adjusted; refer to Annex item 5<br />
77
78<br />
Consolidated finanCial statement<br />
consolidated statement on changes in shareholders’ equity<br />
Subscribed Capital<br />
thousands EUR<br />
Capital Reserve<br />
thousands EUR<br />
Special Item ***<br />
thousands EUR<br />
As of January 1, 2006 29,655 52,647 0<br />
Capital increase for kind 598 3,413 4,495<br />
Capital increase for kind 93 290 0<br />
Costs of capital increase * 0 - 48 0<br />
Use of shares in connection with purchase of interests 0 877 0<br />
Purchase of minority interests 0 0 0<br />
Winding up interest rate swap reserve 0 0 0<br />
Other changes 0 16 0<br />
Annual Group Surplus 2006 0 0 0<br />
as of december 31, 2006 30,346 57,195 4,495<br />
Subscribed Capital<br />
thousands EUR<br />
Capital Reserve<br />
thousands EUR<br />
Special Item ***<br />
thousands EUR<br />
As of January 1, 2007 30,346 57,195 4,495<br />
Reclassification of special items 725 3,770 - 4,495<br />
Capital increase for cash 2,892 25,565 0<br />
Capital increase for kind 3,548 34,460 0<br />
Use of shares in connection with purchase of interests 0 1,278 0<br />
Costs of equity purchase ** 0 - 178 0<br />
Special effect from lowering of tax rate 0 4,035 0<br />
Purchase of minority interests 0 0 0<br />
Sale of minority interests 0 0 0<br />
Other changes 0 - 51 0<br />
Addition from initial consolidation with<br />
gradual purchase of interests<br />
0 0 0<br />
Annual Group Surplus 2007 0 0 0<br />
Negative minority interests brought forward 0 0 0<br />
as of december 31, 2007 37,511 126,074 0<br />
* reduced by related income tax advantages in the amount of EUR 32,000<br />
** reduced by related income tax advantages in the amount of EUR 118,000<br />
*** deposit paid for implementing the capital increase resolved<br />
**** previous-year values adjusted; refer to Annex item 5
Balance sheet profit and loss account Cash flow statement changes in shareholders’ equity assets<br />
Other Reserves<br />
thousands EUR<br />
Other Reserves<br />
thousands EUR<br />
Balance Sheet Profit<br />
thousands EUR<br />
Subtotal<br />
thousands EUR<br />
Minority Interests<br />
thousands EUR<br />
Shareholders’<br />
Equity<br />
thousands EUR<br />
99 3,856 86,257 1,489 87,746<br />
0 0 8,506 0 8,506<br />
0 0 383 0 383<br />
0 0 -48 0 - 48<br />
0 0 877 0 877<br />
0 0 0 - 1,082 - 1,082<br />
- 99 0 - 99 0 - 99<br />
0 0 16 0 16<br />
0 9,575 9,575 - 82 9,493<br />
0 13,431 105,467 325 105,792<br />
Balance<br />
Sheet Profit<br />
thousands EUR<br />
Subtotal<br />
thousands EUR<br />
Minority Interests<br />
thousands EUR<br />
Shareholders’<br />
Equity<br />
thousands EUR<br />
0 13,431 105,467 325 105,792<br />
0 0 0 0 0<br />
0 0 28,457 0 28,457<br />
0 0 38,008 0 38,008<br />
0 0 1,278 0 1,278<br />
0 0 - 178 0 - 178<br />
0 0 4,035 0 4,035<br />
0 0 0 - 1,086 - 1,086<br />
0 0 0 - 401 - 401<br />
0 - 49 - 100 0 - 100<br />
0 - 1,903 - 1,903 0 - 1,903<br />
0 14,487 14,487 158 14,645<br />
0 - 1,004 - 1,004 1,004 0<br />
0 24,962 188,546 0 188,546<br />
79
80<br />
Consolidated finanCial statement<br />
consolidated fixed assets 2007<br />
finanCial assets<br />
As of<br />
Jan. 1, 2007<br />
thousands EUR<br />
Additions<br />
BW New<br />
Subsidiaries<br />
thousands EUR<br />
acquisition costs<br />
Additions<br />
thousands EUR<br />
Disposals<br />
thousands EUR<br />
Book<br />
Transfers<br />
thousands EUR<br />
As of<br />
Dec. 31, 2007<br />
thousands EUR<br />
Interests in affiliated companies 38 66 0 13 0 91<br />
Participations 1,623 0 17 23 0 1,617<br />
Lendings to participations 1,068 18 0 1,086 0 0<br />
Investment securities 1 0 0 1 0 0<br />
Other lendings 0 195 19 24 0 190<br />
tangiBle assets<br />
2,730 279 36 1,147 0 1,898<br />
Technical equipment and machinery 17,590 595 694 184 - 16 18,679<br />
Other fixtures and equipment 18,091 3,196 1,674 131 404 23,234<br />
Advance payments 0 160 265 1 - 418 6<br />
intangiBle assets<br />
Concessions, commercial rights and<br />
similar rights and property as well<br />
as licences to such property<br />
35,681 3,951 2,633 316 - 30 41,919<br />
25,356 46,410 14,537 2,979 711 84,035<br />
Development costs carried as assets 2,932 0 858 0 - 681 3,109<br />
Advance payments 0 0 872 0 0 872<br />
28,288 46,410 16,267 2,979 30 88,016<br />
goodwill 98,908 119,375 2,843 602 0 220,524<br />
165,607 170,015 21,779 5,044 0 352,357
Balance sheet profit and loss account Cash flow statement Changes in shareholders’ equity assets<br />
As of<br />
Jan. 1, 2007<br />
thousands EUR<br />
Additions<br />
Interest Value<br />
New Subsidiaries<br />
thousands EUR<br />
Write-doWns book values<br />
Additions<br />
thousands EUR<br />
Disposals<br />
thousands EUR<br />
Book<br />
Transfers<br />
thousands EUR<br />
As of<br />
Dec. 31, 2007<br />
thousands EUR<br />
As of<br />
Dec. 31, 2007<br />
thousands EUR<br />
As of<br />
Dec. 31, 2006<br />
thousands EUR<br />
26 0 0 0 0 26 65 12<br />
873 0 0 6 0 867 750 750<br />
802 0 0 802 0 0 0 266<br />
0 0 0 0 0 0 0 1<br />
0 0 0 0 0 0 190 0<br />
1,701 0 0 808 0 893 1,005 1,029<br />
9,543 189 2,484 8 0 12,208 6,471 8,047<br />
13,782 794 2,152 121 - 19 16,588 6,646 4,309<br />
0 0 0 0 0 0 6 0<br />
23,325 983 4,636 129 - 19 28,796 13,123 12,356<br />
8,670 1,018 9,546 1,968 255 17,521 66,514 16,686<br />
965 0 479 0 - 236 1,208 1,901 1,967<br />
0 0 0 0 0 0 872 0<br />
9,635 1,018 10,025 1,968 19 18,729 69,287 18,653<br />
4,932 0 0 0 0 4,932 215,592 93,976<br />
39,593 2,001 14,661 2,905 0 53,350 299,007 126,014<br />
81
82<br />
Consolidated finanCial statement<br />
consolidated fixed assets 2006<br />
finanCial assets<br />
As of<br />
Jan. 1, 2006<br />
thousands EUR<br />
Changes in<br />
Consolidated<br />
Companies<br />
thousands EUR<br />
acquisition costs<br />
Additions<br />
thousands EUR<br />
Disposals<br />
thousands EUR<br />
As of<br />
Dec. 31, 2006<br />
thousands EUR<br />
Interests in affiliated companies 0 38 0 0 38<br />
Participations 890 650 83 0 1,623<br />
Lendings to participations 1,045 0 23 0 1,068<br />
Investment securities 1 0 0 0 1<br />
tangiBle assets<br />
1,936 688 106 0 2,730<br />
Technical equipment and machinery 16,451 0 1,139 0 17,590<br />
Other fixtures and equipment 16,353 364 2,009 635 18,091<br />
intangiBle assets<br />
32,804 364 3,148 635 35,681<br />
Concessions, commercial rights and similar rights<br />
and property as well as licences to such property 9,701 5,403 10,361 109 25,356<br />
Development costs carried as assets 1,422 605 905 0 2,932<br />
goodwill<br />
11,123 6,008 11,266 109 28,288<br />
Goodwill of D+S <strong>europe</strong> AG 12,920 0 0 0 12,920<br />
Goodwill from capital consolidation 65,643 17,158 3,187 0 85,988<br />
78,563 17,158 3,187 0 98,908<br />
124,426 24,218 17,707 744 165,607
Balance sheet profit and loss account Cash flow statement Changes in shareholders’ equity assets<br />
As of<br />
Jan. 1, 2006<br />
thousands EUR<br />
Changes in<br />
Consolidated<br />
Companies<br />
thousands EUR<br />
Write-doWn book values<br />
Additions<br />
thousands EUR<br />
Disposals<br />
thousands EUR<br />
As of<br />
Dec. 31, 2006<br />
thousands EUR<br />
As of<br />
Dec. 31, 2006<br />
thousands EUR<br />
As of<br />
Dec. 31, 2005<br />
thousands EUR<br />
0 26 0 0 26 12 0<br />
867 0 6 0 873 750 23<br />
802 0 0 0 802 266 243<br />
0 0 0 0 0 1 1<br />
1,669 26 6 0 1,701 1,029 267<br />
7,195 0 2,348 0 9,543 8,047 9,256<br />
12,412 268 1,636 534 13,782 4,309 3,941<br />
19,607 268 3,984 534 23,325 12,356 13,197<br />
4,301 61 4,418 110 8,670 16,686 5,400<br />
361 252 352 0 965 1,967 1,061<br />
4,662 313 4,770 110 9,635 18,653 6,461<br />
4,932 0 0 0 4,932 7,988 7,988<br />
0 0 0 0 0 85,988 65,643<br />
4,932 0 0 0 4,932 93,976 73,631<br />
30,870 607 8,760 644 39,593 126,014 93,556<br />
83
84<br />
notes on the Consolidated finanCial statements<br />
notes on consolidated financial statements<br />
in compliance With ifrs for the Business year 2007<br />
a. aCCounting poliCies and Consolidation<br />
1 geneRal aspeCts of the Consolidated finanCial statements<br />
The consolidated financial statements of D+S <strong>europe</strong> AG for the year ending December 31, 2007<br />
were prepared in accordance with the principles of the International Financial Reporting<br />
Standards (IFRS) as applicable in the EU and also according to the applicable commercial<br />
regulations under Art. 315 a, Para. 1 HGB (German Commercial Code). All International<br />
Financial Reporting Standards (IFRS) in effect in the EU as of the date of preparation of the<br />
consolidated financial statements were applied except in cases in which IFRS becomes effective<br />
after December 31, 2007.<br />
The consolidated financial statement is shown in euros (EUR) as this is the currency most of<br />
the group’s transactions are based on.<br />
The following new standards and interpretations were required to be applied for the first time<br />
for business years beginning on or after January 1, 2007:<br />
• IAS 1 (Amendment), Presentation of Financial Statements – Capital Disclosures,<br />
(January 1, 2007)<br />
The amendment of IAS 1, published in August 2005, calls for statement of objectives, principles<br />
and methods of capital management as well as certain quantitative information on the capital<br />
structure of the company. The initial application of this standard does not result in any effects<br />
on the assets, financial and earnings position of the D+S Group.<br />
• IFRS 7 Financial Instruments: Disclosures (January 1, 2007)<br />
This standard calls for comprehensive statements on the significance of financing instruments<br />
for the assets, finance and earnings position of the company as well as qualitative<br />
and quantitative information on the kind and extent of the risks involved in these financing<br />
instruments. The disclosure requirement covered by IAS 32, Financial Instruments:<br />
Disclosure and Presentation were extended by new disclosure requirements. This standard<br />
is to be applied for business years beginning on or after January 1, 2007.<br />
Moreover, for the first time in the business year 2007, the following interpretations were to be<br />
applied which did not result in any effects on the accounting and valuation methods of D+S.<br />
• IFRIC 10 Interim Financial Reporting and Impairment, (November 1, 2006);<br />
• IFRIC 9 Reassessment of Embedded Derivatives, (June 1, 2006);<br />
• IFRIC 8 Scope of IFRS 2, (May 1, 2006);<br />
• IFRIC 7 Applying the Restatement Approach under IAS 29, Financial Reporting in Hyperinflationary<br />
Economies, (March 1, 2006).
Up to the preparation of the consolidated statements the following amended and new standards<br />
and interpretations became effective and are to be initially applied in later business years:<br />
• IAS 23 (Amendment), Capitalization of Borrowing Costs, (January 1, 2009);<br />
• IFRS 8 Operating Segments, (January 1, 2009);<br />
• IFRS 3 rev. 2008 Business Combination and IAS 27 rev. 2008 Consolidated and Separate<br />
Financial Statements, (July 1, 2009);<br />
• IAS 32 rev. 2008 Financial Instruments: Presentation, (January 1, 2009);<br />
• IFRS 2 rev. 2008 Sharebased Payments, (January 1, 2009);<br />
• IFRIC 11, IFRS 2 – Group and Treasury Share Transactions, (March 1, 2007);<br />
• IFRIC 12, Service Concession Arrangements, (January 1, 2008);<br />
• IFRIC 13, Customer Loyalty Programmes, (July 1, 2008);<br />
• IFRIC 14, IAS 19 – The Limit on a Defined Benefit Asset, Minimum Funding Requirements<br />
and their Interaction, (January 1, 2008).<br />
These amended and new standards as well as their interpretations had not yet been adopted<br />
by the EU by the time the consolidated financial statements were finalized except for IFRIC 11 and<br />
IFRS 8. D+S did not take advantage of the possibility of applying these standards and interpretations<br />
prematurely.<br />
All companies whose accounts are included in the consolidated financial statements have prepared<br />
financial statements in accordance with local legislation in addition to those prepared in<br />
accordance with IFRS for purposes of consolidation. Financial statements under local legislation<br />
– if legally required – were subjected to a year-end audit and received the auditor’s unqualified<br />
opinion. The other small corporations whose accounts are included in the consolidated<br />
financial statements are not obliged to have their financial statements audited.<br />
2 Consolidated Companies<br />
In addition to the operating results of D+S <strong>europe</strong> AG, the consolidated financial statements<br />
include the operating results of all companies in which the latter controls the majority of the<br />
voting rights of the partners. The consolidated companies comprise 21 domestic (PY: twenty)<br />
as well as four (PY: four) foreign subsidiaries.<br />
85
86 notes on the Consolidated finanCial statements<br />
As of December 31, 2007 the following enterprises were fully included in the consolidated<br />
financial statements:<br />
Name Location<br />
National:<br />
Share<br />
in capital<br />
%<br />
Abbreviation used<br />
hereinafter<br />
11840 – Voice Commerce GmbH Mainz 100.0 11840 GmbH<br />
D+S address GmbH (previously: D+S Berlin GmbH) Hamburg (previously: Berlin) 100.0 D+S address GmbH<br />
D+S communication center Augsburg GmbH Augsburg 100.0 D+S cc Augsburg GmbH<br />
D+S communication center Bremerhaven GmbH (previously:<br />
D+S <strong>europe</strong> Communication Center Bremerhaven GmbH)<br />
D+S communication center Frankfurt/Oder GmbH (previously:<br />
D+S <strong>europe</strong> Communication Center Frankfurt/Oder GmbH)<br />
Bremerhaven<br />
(previously: Hamburg) 100.0<br />
Frankfurt/Oder<br />
(previously: Hamburg) 100.0<br />
D+S cc<br />
Bremerhaven GmbH<br />
D+S cc<br />
Frankfurt/Oder GmbH<br />
D+S communication center Gera GmbH Hamburg 100.0 D+S cc Gera GmbH<br />
D+S communication center Hamburg GmbH<br />
(previously: D+S <strong>europe</strong> Hamburg GmbH) Hamburg 100.0<br />
D+S communication center Itzehoe GmbH (previously:<br />
D+S <strong>europe</strong> Communication Center Itzehoe GmbH)<br />
Itzehoe<br />
(previously: Hamburg) 100.0<br />
D+S communication center management GmbH Hamburg 100.0<br />
D+S cc<br />
Hamburg GmbH<br />
D+S cc<br />
Itzehoe GmbH<br />
D+S cc<br />
management GmbH<br />
D+S communication center Münster GmbH Münster 100.0 D+S cc Münster GmbH<br />
D+S communication center Parchim GmbH (previously:<br />
D+S <strong>europe</strong> Communication Center Parchim GmbH)<br />
D+S communication center Rügen GmbH<br />
(previously: cca24-akademie GmbH)<br />
Parchim<br />
(previously: Hamburg) 100.0 D+S cc Parchim GmbH<br />
Lietzow<br />
(previously: Augsburg) 100.0 D+S cc Rügen GmbH<br />
D+S e-commerce GmbH Hamburg 100.0 D+S e-commerce GmbH<br />
D+S solutions GmbH Itzehoe 100.0 D+S solutions GmbH<br />
dtms Deutsche Telefon- und Marketing Services GmbH Mainz 100.0 dtms GmbH<br />
Heycom GmbH (previously : D+S e-commerce GmbH,<br />
previously : qualitycube GmbH)<br />
Garbsen (previously: Hamburg,<br />
previously: Bremerhaven) 100.0 Heycom GmbH<br />
mobileview GmbH Hamburg 100.0 mobileview GmbH<br />
NewTex GmbH Hannover 100.0 NewTex GmbH<br />
Rate One GmbH Neu-Isenburg 100.0 Rate One GmbH<br />
11899 Auskunft Service GmbH Hamburg 84.8 11899 GmbH<br />
D+S inkasso GmbH (previously: D+S <strong>europe</strong> inkasso GmbH) Hamburg 51.0 D+S inkasso GmbH<br />
International:<br />
ASP Software GmbH Salzburg, Austria 100.0 ASP Software<br />
atms Telefon- und Marketing Services GmbH Wien, Austria 100.0 atms GmbH<br />
ctms s.r.o Prag, Czech Republic 100.0 ctms s.r.o<br />
D+S communication center Praha s.r.o<br />
(previously: D+S <strong>europe</strong> czech s.r.o) Prag, Czech Republic 100.0 D+S cc Praha s.r.o
Hereinafter abbreviations for the companies will be used as shown in the table above.<br />
Kiwilogic.com AG, Hamburg and its subsidiary were included in the consolidated financial<br />
statements at equity (34.1%).<br />
mobileworx trading GmbH, Neumarkt am Wallersee (Austria) (share in the capital: 65.0%),<br />
mobileview Iberica SL, Madrid (Spain) (share in the capital: 100%), MCH Mobile Consult<br />
Hamburg GmbH, Hamburg (share in the capital: 100%), H&H Fulfillment GmbH & Co. KG,<br />
Osnabrück (share in the capital: 50%), as well as Gate 118 GmbH, Hamburg (share in the capital:<br />
44%), were not included in the consolidated financial statements due to insignificance.<br />
3 Changes in Consolidated Companies<br />
By contract of March 26, 2007 D+S <strong>europe</strong> AG acquired all shares of Heycom GmbH, of<br />
Heycom e-logistics GmbH, Garbsen, of ASP Software GmbH as well as 50% of the business<br />
interests in H&H Fulfillment GmbH & Co. KG, Osnabrück, (hereinafter called “Heycom<br />
Group”). The shares were taken over by D+S <strong>europe</strong> AG on July 2, 2007 (initial consolidation).<br />
By contracts of August 29, 2007 Heycom GmbH and Heycom e-logistics GmbH were then<br />
merged with D+S e-commerce GmbH (previously: qualitycube GmbH) retroactively with effect<br />
from January 1, 2007 whereupon D+S e-commerce GmbH was renamed Heycom GmbH<br />
and its seat relocated to Garbsen.<br />
D+S <strong>europe</strong> AG acquired the Heycom Group at a fixed purchase price of EUR 76.10 million in<br />
cash regardless of results-related earn out components. Additional acquisition costs incurred in<br />
the amount of EUR 57.5 million. This amount includes the counter value of 3,500,000 shares<br />
(market price: EUR 10.70/share; current value: EUR 37.45 million) issued in the course of a<br />
capital increase executed in June 2007, an estimated variable purchase price component (earn out)<br />
of a maximum of EUR 18.7 million which would be due in 2009 and is closely linked to the performance<br />
of the Heycom Group in 2008, as well as additional acquisition costs of EUR 1.3 million.<br />
87
88 notes on the Consolidated finanCial statements<br />
Initial consolidation of Heycom GmbH, Heycom e-logistics GmbH and ASP Software GmbH<br />
was based on the following book and current values:<br />
Book Values<br />
thousands EUR<br />
Current Values<br />
thousands EUR<br />
Assets 6,451 47,492<br />
Deferred tax assets 162 162<br />
Receivables/other current assets 14,669 14,669<br />
Liquid assets 1,939 1,939<br />
Deferred tax liabilities -614 - 17,130<br />
Other debts - 10,421 - 10,421<br />
Shareholders’ equity 12,186 36,711<br />
Acquisition costs 133,574<br />
goodWill 96,863<br />
Follow-up acquisition costs in the amount of EUR 15,716,000, incurred after initial consolidation<br />
and resulted in an increase in goodwill.<br />
Essential factors creating economic value for the acquisition costs were the client base of the<br />
Heycom Group, its own software developed for their business transactions as well as the value<br />
of the companies’ employees. Value of the employees was not shown separately from goodwill.<br />
Goodwill is based on assessment of the future earnings performance in e-commerce business.<br />
With regard to the description of the Heycom Group’s field of activity and earnings achieved in<br />
the second half of 2007 we refer to segment reporting stated below.<br />
The acquisition of the Heycom Group shares was performed – as in previous acquisitions of<br />
D+S <strong>europe</strong> AG – by way of mixed financing composed of equity as well as outside capital components.<br />
On the equity side, nominal capital was increased by a total of nominally EUR 5.5<br />
million to finance the Heycom Group acquisition. Approximately EUR 60 million, i.e. almost<br />
45% of reported total acquisition costs are covered by outside financing in the framework of<br />
a syndicated loan agreement under lead management of Deutsche Bank AG and Dresdner<br />
Kleinwort. For this purpose D+S <strong>europe</strong> AG expanded its scope for outside financing considerably<br />
in March 2007. The funding volume for the Group provided under lead management<br />
of Deutsche Bank AG and Dresdner Kleinwort now amounts to a total of EUR 125.8 million<br />
as opposed to the previous amount of EUR 68.0 million.<br />
The variable purchase price component will be essentially financed from cash flow of the<br />
D+S <strong>europe</strong> Group in 2009. The Heycom Group will be legally incorporated into the Group<br />
in such a way that earnings as well as liquidity flows will be allotted to the parent company<br />
by means of control and profit transfer agreements.
At the time of acquisition on August 1, 2007, D+S <strong>europe</strong> AG took over further 25.2% of stake<br />
in 11899 GmbH. Correspondingly, 11899 GmbH will be fully consolidated as of August 1, 2007.<br />
Moreover, D+S cc Augsburg GmbH acquired further 30.6% of stake in 11899 GmbH as of<br />
September 1, 2007.<br />
The acquisitions of interests in 11899 Auskunft Service GmbH led to acquisition costs in cash<br />
in the amount of EUR 2.2 million. Essential factors creating economic value for goodwill were<br />
synergy potentials completing the service portfolio of D+S <strong>europe</strong> AG.<br />
The acquisition of 11899 GmbH was based on the following current values which did not deviate<br />
from book values:<br />
11899 Auskunft Service GmbH’s field of activity focuses on value-oriented distribution of<br />
incoming calls on the basis of the caller’s telephone number. The company’s contribution to<br />
consolidated income/loss amounted to EUR 33,000 in August and September 2007.<br />
If Heycom Group and 11899 GmbH had been acquired on January 1, 2007, consolidated revenues<br />
or annual Group surplus would have been EUR 26.9 million or EUR 1.0 million higher.<br />
In order to concentrate IT competencies within the D+S Group, dtms solutions GmbH, Mainz<br />
was merged with D+S solutions GmbH after acquisition of the missing 34.4% of 100% of the<br />
interests in the company.<br />
Further additions concerned the new foundation of the following subsidiaries of D+S <strong>europe</strong> AG<br />
in which D+S <strong>europe</strong> AG holds a 100% stake:<br />
• D+S cc Gera GmbH,<br />
• D+S cc management GmbH,<br />
• D+S ecommerce GmbH.<br />
11899 GmbH<br />
thousands EUR<br />
Proportional shareholders’ equity -3,690<br />
Acquisition costs 3,106<br />
goodWill 6,796<br />
By contract of June 28, 2007 D+S <strong>europe</strong> AG sold 100% of interests in D+S <strong>europe</strong> polska Sp.<br />
z.o.o, Warsaw (Poland) by way of so-called management buy-out at a purchase price of EUR 1.<br />
As of now, a cooperation agreement exists with the company.<br />
89
90 notes on the Consolidated finanCial statements<br />
By contract of May 24, 2007, dtms GmbH sold 67.4% of its stake in Deutsche Gesellschaft für<br />
Absatz förderung mbH, Hannover (DGfA GmbH) by way of so-called management buy-out at a<br />
purchase price of EUR 0.6 million.<br />
4 method of Consolidation<br />
Capital consolidation of the company’s fully consolidated subsidiaries was executed as of the<br />
respective date of their acquisition or foundation (initial consolidation) using the revaluation<br />
method. The costs of acquisition were offset against the respective share of equity of the subsidiaries.<br />
Where applicable, debit differences were shown in the balance sheet item “Goodwill”.<br />
Shares in non-consolidated affiliated enterprises were reported at acquisition costs. Participations<br />
in associated companies were entered in the consolidated financial statements on the<br />
basis of at-equity valuation.<br />
Insofar as non-related parties hold an interest in consolidated companies, their respective<br />
shares of shareholders’ equity and annual result of the respective company are shown under<br />
“Other Partners”.<br />
Receivables/payables, inter-company sales and income/expenses among consolidated companies<br />
were offset against one another by consolidation of debts and revenue/expense. Intermediate<br />
inter-company profits resulting in capitalization were eliminated.<br />
5 aCCounting and valuation methods<br />
If required, the annual financial statements of D+S <strong>europe</strong> AG and its consolidated subsidiaries<br />
were adjusted in order to align accounting and valuation methods with those of the Group.<br />
Assets and liabilities are classified according to dates due.<br />
The full-cost method was used for preparation of the profit and loss account.<br />
The basic accounting and valuation methods applied to draft these consolidated financial<br />
statements are listed below and – unless stated otherwise – are subject to the same principles<br />
as in the previous year.<br />
Cash and cash equivalents include cash assets and short-term bank deposits and are entered<br />
at face value.
Trade receivables and other current assets are valued at amortizing costs. Due to their shortterm<br />
nature they do not differ from nominal value or acquisition costs. Specific value adjustments<br />
were made in the adequate amount by balance sheet date.<br />
Inventories are carried at production costs or the lower realizable net sales price less arising costs.<br />
Securities are classified as held for sale, entered on the day of contract conclusion and valued<br />
at their attributable current value when posted and in revaluations. Gains or losses from<br />
revaluations at current value to be attributed are shown in Other Operating Income or Other<br />
Operating Expenses. The attributable current value corresponds to market price.<br />
Deferred taxes are assessed for different valuation rates of assets and liabilities in compliance<br />
with IFRS and German tax legislation as well as for future realizable losses carried forward.<br />
Taking into account trade income tax, corporation tax and the solidarity surtax, a tax rate of<br />
40% is anticipated. By resolution of the Bundesrat (German Federal Council) on July 6, 2007,<br />
the corporate tax reform 2008 was adopted which, apart from a few further amendments, will<br />
also modify regulation governing the determination of taxable income and tax rates for corporate<br />
income and trade tax in Germany as of 2008. For this reason stocks of deferred taxes in the<br />
consolidated financial statements of D+S <strong>europe</strong> AG for December 31, 2007 were examined<br />
with regard to which part of deferred taxes will be used up or released after December 31, 2007<br />
thus being affected by the new taxation. This part of inventories has been subjected to revaluation<br />
at a tax rate of about 30%.<br />
Intangible and tangible assets are shown at historical cost less regular amortization and depreciation.<br />
Regular amortization and depreciation is calculated on a straight-line basis over the<br />
estimated useful life of the assets described in the following:<br />
• Technical equipment and machinery (515 years)<br />
• Other fixtures and equipment (515 years)<br />
• Development costs carried as assets (5 years)<br />
• Other intangible assets (210 years)<br />
In compliance with IAS 38 development costs are entered as Intangible Assets provided the<br />
developed products are likely to generate future economic value for the Group.<br />
Goodwill resulting from acquisitions is entered in an amount of the difference between acquisition<br />
costs and equity capital of the acquired enterprises unless assigned to other assets. Up<br />
to December 31, 2003, goodwill was amortized over a period of five years. As of January 1, 2004,<br />
regular amortization of goodwill has no longer been carried out in compliance with IFRS 3,<br />
but has been subjected to an impairment test at least once a year which can result in devaluation<br />
(impairment only approach). In the business year 2007 no exceptional amortization<br />
was required.<br />
91
92 notes on the Consolidated finanCial statements<br />
Financial assets were entered at acquisition costs or at lower attributable current value.<br />
Liabilities are stated at amortizing costs.<br />
Interest-bearing bank loans and other current bank liabilities are reported at the received<br />
amount paid out, reduced by transaction costs plus accumulated interest liabilities.<br />
For accounting and valuation of financial instruments we refer to explanations on IFRS 7.<br />
In the assessment of provisions all identifiable risks and other uncertain liabilities are taken<br />
into account in the necessary amount.<br />
Governmental investment subsidies were shown under deferred income in the amount granted,<br />
reduced by releases corresponding to expenses accrued over a period of two to five years.<br />
Existing leasing agreements are to be valued partly as “Operate Lease” and partly as “Financial<br />
Lease”. In compliance with IAS 17, in the case of Operate Leasing paid leasing rates are taken<br />
into account as expenditure at the date of their accrual. Leased items qualified as Financial<br />
Leasing are entered as assets at attributable current value or at the lower cash value of the<br />
minimum leasing payments, and are depreciated on a straight-line basis over their regular useful<br />
life or the shorter period of the leasing contract. Correspondingly, liabilities resulting from the<br />
leasing contract are shown on the liabilities side, reduced by the total redemption amount of<br />
leasing rates repaid. The methods for depreciation correspond to those for similar assets.<br />
Income and expenditure are shown in the profit and loss account when there has been an<br />
increase/decrease in future economic value in connection with an increase/decrease in the<br />
value of an asset or an increase/decrease in a liability that can be reliably determined.<br />
Financial statements of foreign subsidiaries are converted according to the principle of a functional<br />
currency. The balance sheets are converted at middle rate on balance sheet date and<br />
the profit and loss account at annual middle rate. Differences from currency conversion for<br />
assets and debits compared to previous-year conversion as well as conversion differences between<br />
balance sheet and profit and loss account are classified as equity capital.<br />
In the individual financial statements of the subsidiaries, receivables and liabilities in foreign<br />
currencies are valued at the applicable conversion rate on balance sheet date. Profits and<br />
losses resulting from the conversion are included as net income.<br />
Effects resulting from currency conversion are inessential to the consolidated financial statements.
As of December 31, 2006 D+S <strong>europe</strong> AG has classified stakes in the capital of 11899 Auskunft<br />
Service GmbH (29%) as assets held for sale (in accordance with IFRS 5), since less than 20% of<br />
the interests are intended to be held permanently. The original intention to sell was abandoned<br />
in the business year 2007 so that in compliance with IFRS 5, at-equity balancing of the 29%<br />
interest was executed retroactively until full consolidation on August 1, 2007. The previous-year<br />
values were adjusted in accordance with IFRS 5. Due to the loss 11899 GmbH sustained in<br />
2006 the financial results were reduced by EUR 920,000 from the losses in the at-equity participation.<br />
Correspondingly, the item “non-current assets held for sale”, shown in the previous<br />
year, was reduced by EUR 920,000.<br />
In the business year 2007 D+S <strong>europe</strong> AG changed the accounting method in view of the<br />
treatment of contractual agreements with its employees. In comparison with the previous year<br />
this leads to non-recognition of an intangible asset. The new accounting method was applied<br />
retroactively for previous years. In comparison with the accounting and valuation method<br />
previously applied, the new accounting method results in personnel costs EUR 0.1 million lower<br />
than in the previous year. If the asset value had been entered on December 31, personnel costs<br />
would have been EUR 0.1 million lower and earnings per share would have been EUR 0.02<br />
higher. This results in the following effects for the individual items of the profit and loss<br />
account, the balance sheet and earnings per share for the periods shown in the statement:<br />
Profit and Loss Account<br />
2007<br />
thousands EUR<br />
2006<br />
thousands EUR<br />
Personnel expenditure 1,032 - 122<br />
Earnings before taxes - 1,032 122<br />
Income taxes 413 - 49<br />
Earnings after taxes - 619 73<br />
Earnings per share in EUR<br />
diluted - 0,02 0,00<br />
undiluted - 0,02 0,00<br />
Balance Sheet<br />
Other assets - 1,859 - 827<br />
Shareholders’ equity 1,115 496<br />
Tax provisions 744 332<br />
The accumulated earnings effect after taxes from periods, which are not shown, amounts to<br />
EUR 569,000. This amount was offset against the opening balance of revenue reserves as of<br />
January 1, 2006.<br />
93
94 notes on the Consolidated finanCial statements<br />
6 disCRetionaRy judgment as well as estimates and assumptions<br />
essential discretionary leeway of management<br />
When applying the described accounting and valuation methods Management must judge<br />
issues, make estimates and assumptions with regard to the carrying amounts of assets and<br />
debts, which cannot readily be established from other sources. Estimates and their underlying<br />
assumptions result from past experience as well as further factors considered relevant. Actual<br />
values may deviate from the estimates. Assumptions on which estimates are based are subject<br />
to regular examination. Changes to estimates, provided they only relate to one period, are<br />
taken into account for this period only; if they concern the current as well as following reporting<br />
periods, they are included in the current and the following periods.<br />
estimates and assumptions<br />
In the following discourse, discretionary judgment is shown as used by the Board when applying<br />
the company’s accounting and valuation methods, resulting in the annual financial statement<br />
with regard to the amount of disclosure. The most important future-related assumptions as<br />
well as other essential sources of estimate uncertainty on balance sheet date are stated below,<br />
which can lead to the considerable risk that, within the next business years, reported assets<br />
and debts might have to be adjusted.<br />
• Decline in goodwill<br />
At least once a year the Group examines whether goodwill has declined in value. This<br />
requires estimation of the utility value of units generating payment instruments and which<br />
goodwill is allotted to. For establishing the utility value the Group must estimate the<br />
expected future cash flow from units generating payment instruments and, in addition,<br />
select an adequate discounting rate in order to determine the cash value of this cash flow.<br />
On December 31, 2007 the carrying value of goodwill amounted to EUR 215.6 million<br />
(PY: EUR 94.0 million).<br />
• Trade receivables and other claims<br />
Allowance of doubtful claims involves a considerable degree of estimation and assessment of<br />
individual claims and depends on the client’s credit worthiness, current cyclical trends and<br />
the analysis of historical bad debt losses on the basis of a total inventory of receivables. As of<br />
December 31, 2007 and 2006 total allowance for bad debt from trade receivables amounted<br />
to EUR 2,607,000 and EUR 1,418,000.<br />
• Provisions<br />
Determination of provisions for legal disputes involves a considerable degree of assessment.<br />
Recognition and valuation of provisions and the amount of contingent liabilities with regard<br />
to pending suits or other outstanding claims from composition, conciliation, arbitration or<br />
public proceedings, or other contingent debts involve estimation to a considerable degree.
Thus appraisal of the probability that a pending law suit is successful or liability arises, or<br />
determination of the possible amount of the payment obligation is based on an evaluation<br />
of the situation in question. For liability purposes provisions are built up for losses from<br />
pending transactions, when loss is probable and this loss can be reliably estimated. Due to<br />
uncertainty involved in this estimation actual losses can possibly deviate from the original<br />
estimates and thus from the amount of provisions. Moreover, determination of provisions for<br />
taxes, environmental liabilities and legal risks involves a considerable degree of estimation.<br />
These estimations are subject to change arising from new information. For gathering new<br />
information the company uses internal experts as well as external consultants. Changes of<br />
estimates can have significant effects on the future earnings situation.<br />
• Determination of current value of financial assets to be attributed<br />
Current values of financial assets and financial liabilities to be attributed were established<br />
as follows:<br />
Attributable current value of financial assets and financial liabilities under standard maturity<br />
periods and terms, which are traded on active liquid markets, is determined according to<br />
quoted market prices. Attributable current value of other financial assets and financial<br />
liabilities (without derivative financial instruments) is determined in accordance with generally<br />
accepted valuation models based on discounted cash flow analyses and resorting to<br />
observable current market transactions. Attributable current value of derivative instruments<br />
is calculated using quoted prices. If such prices are not available, use is made of discounted<br />
cash flow analyses applying respective yield curves for the duration of the instruments for<br />
derivatives without optional components, and of option models for derivatives with optional<br />
components. These estimates including the methods applied can have effects on the determination<br />
of the current value to be attributed.<br />
B. notes on the BalanCe sheet<br />
7 Cash and Cash equivalents<br />
Dec. 31, 2007<br />
thousands EUR<br />
Dec. 31, 2006<br />
thousands EUR<br />
Deposits with financial institutions 23,147 11,381<br />
Cash assets 29 18<br />
total 23,176 11,399<br />
Deposits with financial institutions currently earn interest at rates of up to 4.07% p. a. and<br />
have a residual maturity term of less than one year. Interest rates vary depending on the market<br />
situation. Additional information is provided in the cash flow statement.<br />
95
96 notes on the Consolidated finanCial statements<br />
8 tRade ReCeivaBles<br />
Dec. 31, 2007<br />
thousands EUR<br />
Most trade receivables have short terms to maturity; for this reason their book values correspond<br />
to current values to be attributed on balance sheet date.<br />
The age profile of due trade receivables without bad debt charge is composed as follows:<br />
In the year under review, impairments showed the following development:<br />
Dec. 31, 2006<br />
thousands EUR<br />
Receivables at amortizing costs 93,914 75,626<br />
Allowances for bad debt - 2,607 - 1,418<br />
total 91,307 74,208<br />
Jan.1<br />
thousands EUR<br />
non-delinquent<br />
thousands EUR<br />
Additions<br />
thousands EUR<br />
delinquent for<br />
up to 180 days<br />
thousands EUR<br />
Used up<br />
thousands EUR<br />
delinquent for<br />
180 to 360 days<br />
thousands EUR<br />
Cancellation<br />
thousands EUR<br />
delinquent<br />
for over 360<br />
thousands EUR<br />
Receivables at face value<br />
on Dec. 31, 2007 32,578 47,204 4,016 7,509 *<br />
Receivables at face value<br />
on Dec. 31, 2006 23,429 41,917 3,721 5,141<br />
* Of which paid in January 2008: EUR 2.3 million<br />
Dec. 31<br />
thousands EUR<br />
2007 1,418 1,409 38 182 2,607<br />
2006 2,200 523 178 1,127 1,418<br />
The stock of allowances for bad debt is stated in the balance sheet on separate accounts.<br />
Specific loss allowances are stated in the profit and loss account in the item Other Operating<br />
Expenditure, cancellations are shown in the item Other Operating Income.<br />
The maximum credit risk exposure on closing date is the value to be attributed to trade receivables<br />
on balance sheet date.
9 inventoRies<br />
Inventories essentially concern basic, auxiliary and operating items, projects in progress and goods.<br />
10 otheR CuRRent assets<br />
Other current assets essentially concern claims against the revenue office in the amount of<br />
EUR 4,882,000 (PY: EUR 1,059,000), receivables from personnel in the amount of EUR 422,000<br />
(PY: EUR 1,027,000), investment and payroll subsidies EUR 4,463,000 (PY: EUR 155,000),<br />
interest rate hedging in the amount of EUR 484,000 (PY: EUR 592,000) as well as a loan to<br />
11899 GmbH in the amount of EUR 0 (PY: EUR 2,280,000).<br />
11 defeRRed taX assets<br />
The item shown as of December 31, 2007 essentially consists of deferred tax assets arising from<br />
accumulated deficits of D+S <strong>europe</strong> AG. A tax rate of about 30% (PY: 40%) was applied. On<br />
the basis of projected operating results in accordance with corporate planning, deferred tax<br />
assets on losses carried forward will essentially be realized within the next two years.<br />
Deferred tax assets are assigned to the following items:<br />
Dec. 31, 2007<br />
assets<br />
thousands EUR<br />
Dec. 31, 2007<br />
liabilities<br />
thousands EUR<br />
Dec. 31, 2006<br />
assets<br />
thousands EUR<br />
Dec. 31, 2006<br />
liabilities<br />
thousands EUR<br />
Tax losses carried forward 8,177 0 14,306 0<br />
Fixed assets 123 14,277 989 3,281<br />
Other assets 0 650 331 43<br />
Liabilities 2,183 0 668 0<br />
total 10,483 14,927 16,294 3,324<br />
Deferred taxes of EUR 118,000 (PY: EUR 32,000) result from capital increase costs directly<br />
credited to shareholders equity.<br />
Tax losses carried forward and not shown in the balance sheet as deferred tax assets amounted<br />
to EUR 7.0 million (PY: EUR 7.0 million) for corporate income tax purposes, and EUR 2.2<br />
million (PY: EUR 2.2 million) for trade tax purposes, which for a large part cannot be used in<br />
the near future due to a tax integration group.<br />
97
98 notes on the Consolidated finanCial statements<br />
12 non-CuRRent assets<br />
Changes in individual items of fixed assets for the business years 2006 and 2007 are shown in<br />
the asset history sheet (Annex 1.6).<br />
13 goodwill<br />
Segment<br />
The changes result from the acquisitions of the Heycom Group, 11899 GmbH as well as from<br />
earn out obligations initially only estimated.<br />
14 tRade payaBles<br />
This item reflects liabilities arising from normal business activities.<br />
15 CuRRent liaBilities to Banks<br />
Cash-<br />
generating unit Jan.1, 2007<br />
thousands EUR<br />
Changes<br />
thousands EUR<br />
Dec. 31, 2007<br />
thousands EUR<br />
D+S e-commerce &<br />
fulfillment services Heycom Group 0 112,579 112,579<br />
D+S mobile & telephony services dtms sub-group 67,759 1,769 69,528<br />
D+S mobile & telephony services mobileview 12,497 1,636 14,133<br />
D+S communication &<br />
collection services<br />
Communication<br />
Center 13,079 5,212 18,291<br />
D+S communication &<br />
collection services D+S address 491 0 491<br />
D+S communication &<br />
collection services D+S solutions 150 420 570<br />
total 93,976 121,616 215,592<br />
This item reflects current accounts and short-term loans in the amount of EUR 10,111,000<br />
(PY: 9,379,000) which bear interest of between 5.70% and 10.00% p. a. Interest rates are<br />
adjusted variably by the banks depending on the market situation. Moreover, this item includes<br />
redemption in the amount of EUR 7,543,000 from long-term loans due in 2008 as well<br />
as interest payments resulting from these loans in the amount of EUR 2,655,000.
16 otheR CuRRent liaBilities<br />
17 liaBilities to doRmant paRtneRs<br />
A minority interest in the parent company of EUR 767,000 (PY: 767,000) is held by Mittelständische<br />
Beteiligungsgesellschaft Schleswig-Holstein mbH, Kiel and was taken over as financing<br />
component in the context of the merger with conTakt KG. The Annual General Meeting of<br />
June 25, 2003 approved of the dormant equity holding. It was registered with the Registry of<br />
Commerce on July 18, 2003. Another dormant equity holding in D+S cc Augsburg GmbH in<br />
the amount of EUR 500,000 (PY: 527,000) is held by BayBG Bayerische Beteiligungsgesellschaft<br />
mbH, Munich.<br />
18 CuRRent defeRRed inCome<br />
Dec. 31, 2007<br />
thousands EUR<br />
Dec. 31, 2006<br />
thousands EUR<br />
Liabilities from purchase of affiliated companies earn out 7,500 0<br />
Outstanding invoices received 7,032 457<br />
Earn out performance liabilities from overtime and holidays 3,960 4,568<br />
Turnover tax 2,662 798<br />
Liabilities from overtime and holidays 1,432 424<br />
Payroll liabilities 1,328 894<br />
Interest rate swaps 697 782<br />
Debtors with credit balances 652 635<br />
Payroll tax 512 921<br />
Professional association 413 255<br />
Compensatory payments 263 730<br />
Other financial liabilities 3,426 2,368<br />
total 29,877 12,832<br />
This item essentially shows investment and payroll subsidies carried as liability in the amount of<br />
EUR 3,775,000 and proceeds in the amount of EUR 1,597,000 (PY: EUR 1,056,000) from Sale<br />
and Lease Back as well as hire purchase agreements released over the contract period in compliance<br />
with IAS 17 and 18.<br />
99
100 notes on the Consolidated finanCial statements<br />
19 pRovisions<br />
Provisions for earn out concern possible earn out for the year 2008 to the alienators of the<br />
Heycom Group.<br />
20 CuRRent finanCial liaBilities<br />
This item reflects the short-term component of liabilities in the amount of EUR 5,405,000<br />
(PY: EUR 3,239,000) from Sale and Lease Back as well as hire purchase reported incompliance<br />
with the regulations of IAS 17.<br />
21 non-CuRRent liaBilities to CRedit institutions<br />
This item reflects a total of ten loans minus transaction cost immediately attributable:<br />
Amount<br />
thousands EUR<br />
Loan I – II 80,250<br />
Loan III – IV 25,031<br />
Jan.1, 2007<br />
thousands EUR<br />
Usage<br />
thousands EUR<br />
Interest Rate Maturity Redemption<br />
Euribor plus margin<br />
according to debt ratio Mar. 29, 2013<br />
Euribor plus margin<br />
according to debt ratio<br />
Sept. 30, 2013<br />
half-year installments graduated<br />
EUR 1,000,000 – 6,000,000 voluntary<br />
unscheduled repayment possible<br />
due at maturity, voluntary<br />
unscheduled repayment possible<br />
Loan V – VI 255 5.96% fixed interest rate July 31, 2012 variable repayment<br />
Loan VII – X 299 5.05 - 8.33%<br />
Release<br />
thousands EUR<br />
Addition<br />
thousands EUR<br />
Dec. 31, 2007<br />
thousands EUR<br />
Earn out 2,583 2,583 0 34,475 34,475<br />
Variable remuneration components 283 283 0 382 382<br />
total 2,866 2,866 0 34,857 34,857<br />
Mar. 31, 2008<br />
Dec. 31, 2009<br />
June 30, 2013<br />
Mar. 31, 2013 half-year installments
type and method of collateral:<br />
Loans I-IV: Pledging of all D+S AG’s shares in its subsidiaries, global assignment of trade receivables,<br />
assignment of all claims arising from loans of D+S AG to subsidiaries, transfer by way of<br />
security of equipment and machinery with the exception of EDP hardware of D+S <strong>europe</strong> AG.<br />
Loans V-VI: transfer by way of security of fixed assets, global assignment of trade receivables.<br />
Loans VII-X serve to create further full-time jobs in the course of the program “Capital for Work” in<br />
cooperation with KfW and are handled by Mainzer Volksbank as well as Commerzbank AG, Berlin.<br />
The collaterals described are entered in the balance sheet with the following book values:<br />
Pledging of all shares in consolidated subsidiaries<br />
Book Value<br />
thousands EUR<br />
85,263<br />
Pledging of all shares in mobileview AG 19,870<br />
Pledging of 40% of the business interests in atms GmbH 3,562<br />
Global assignment of trade receivables 24,878<br />
Assignment of all existing and future loan claims against the following subsidiaries:<br />
dtms GmbH, D+S cc Bremerhaven GmbH, D+S cc Frankfurt/Oder GmbH,<br />
D+S cc Itzehoe GmbH, D+S cc Parchim GmbH, D+S cc Münster GmbH,<br />
D+S cc Hamburg GmbH, D+S e-commerce GmbH, D+S address GmbH 22,865<br />
Transfer by way of security of D+S <strong>europe</strong> AG’s equipment and machinery<br />
on the company’s premises with the exception of ECP hardware<br />
Fixed liability guarantee for claim of banks against dtms GmbH in the amount<br />
of thousands EUR 12,650 –<br />
Assignment of various potential claims in connection with the acquisition<br />
of the shares in dtms AG as well as mobileview AG –<br />
590<br />
101
102 notes on the Consolidated finanCial statements<br />
22 ConveRtiBle Bonds<br />
By end of the reporting period, convertible bonds from an issuance affected in the business<br />
year 2000 at face value of EUR 132 (PY: EUR 6,926) had been issued. At the time of maturity,<br />
the convertible bonds entitle bearers, at their discretion, to either claim repayment of the face<br />
amount or to subscribe to the number of shares whose nominal value corresponds to face<br />
value. The conversion rate per share is based on the difference between the arithmetic mean of<br />
XETRA closing prices for D+S <strong>europe</strong> AG’s shares on the last ten trading days preceding the<br />
issue of the convertible bonds plus a surcharge of 15% and EUR 1.00 of the face value per share.<br />
23 paRtiCipatoRy Capital<br />
With resolution of the Annual General Meeting of June 7, 2006 and with consent of the<br />
Supervisory Board, Management was authorized to issue profit participation rights once or<br />
repeatedly by June 6, 2011 with a maturity of up to 15 years and a total face value of up to<br />
EUR 15.0 million. Profit participation rights issued due to this authorization must not be endowed<br />
with conversion or option rights to shares in the company, participation bonds, or new<br />
profit participation rights. By December 31, 2007 Management of the company issued profit<br />
participation rights in the amount of EUR 11 million (PY: EUR 11 million). This participatory<br />
capital was used for redemption of a subordinated loan in the amount of EUR 10 million plus<br />
repayment penalty. The subordinated loan has an interest rate of between 11.75% and 13.75%<br />
when maturing in 2012. With a maturity date of December 30, 2013, the profit participation<br />
capital has interest rates of between 7.75% und 8%.<br />
24 non-CuRRent aCCRued items and defeRRed inCome<br />
This item reflects proceeds in the amount of EUR 1,537,000 (PY: EUR 1,631,000) from Sale and<br />
Lease Back and hire purchase agreements released over the contract period in compliance with<br />
IAS 17 and IAS 18.
25 otheR non-CuRRent finanCial liaBilities<br />
This item reflects the long-term part of liabilities in the amount of EUR 5,337,000<br />
(PY: EUR 5,112,000) balanced as Sale and Lease Back and hire purchase in compliance with<br />
the regulation laid down in IAS 17.<br />
Minimum payments for liabilities from financial leasing have the following maturity:<br />
26 otheR paRtneRs<br />
Nominal value<br />
thousands EUR<br />
Discount value<br />
thousands EUR<br />
Cash value<br />
thousands EUR<br />
Payable in one year 5,405 175 5,230<br />
Payable in 1-5 years 5,046 561 4,485<br />
total 10,451 736 9,715<br />
thousands EUR<br />
As of January 1, 2007 325<br />
Additional purchase of business interests in<br />
dtms solutions GmbH and 11899 GmbH<br />
- 1,086<br />
Sale of business interests in Deutsche Gesellschaft für Absatzförderung mbH - 401<br />
Income/loss outside partners 2007 158<br />
Sub-total - 1,004<br />
Add carry negative minority interests 1,004<br />
as of december 31, 2007 0<br />
103
104 notes on the Consolidated finanCial statements<br />
27 suBsCRiBed Capital, Conditional Capital and Capital ReseRve<br />
In the year under review subscribed capital and capital reserve (including the capital invested<br />
for implementing the agreed capital increase) developed as described below:<br />
subscribed capital<br />
In the business year 2007 at total of 3,548,148 shares were issued from authorized capital<br />
against contribution in kind and at total of 2,892,000 shares against contribution in cash.<br />
In the first quarter of 2007 a total of 1,642,000 no-par shares were issued from authorized<br />
capital against contribution in cash in connection with the acquisition of the interests in the<br />
Heycom Group, and in the second quarter a total of 350,000 shares were issued. The transactions<br />
were entered in the Commercial Register on March 30, 2007 and on June 22, 2007.<br />
Moreover, in the second quarter of 2007, a total of 3,500,000 shares were issued from authorized<br />
capital in the course of a capital increase against contribution in kind. This capital increase<br />
in kind was entered in the Commercial Register on July 6, 2007.<br />
The capital increases are components of the financing measure for the acquisition of the<br />
Heycom Group (see “Changes in Consolidated Companies”).<br />
In July 2007 a capital increase against contribution in cash through issuance of 900,000 shares<br />
was executed to further strengthen the financing structure of the Group. This capital increase<br />
for cash was registered in the Commercial Register on July 19, 2007.<br />
Moreover, in July 2007 a total of 48,148 shares were issued in the course of a capital increase<br />
against contribution in kind for settling an earn out obligation from the acquisition of a company<br />
concluded in 2004. This transaction was entered in the Commercial Register on September<br />
27, 2007.<br />
The subscribed capital of December 31, 2007 is divided into 37,511,247 no-par common bearer<br />
shares.<br />
Up to June 6, 2011 Management of the company, with the consent of the Supervisory Board,<br />
is authorized to increase the company’s capital stock once or repeatedly by up to a total of<br />
EUR 7,403,883 through issuance of no-par common bearer shares.
capital invested for implementing the authorized capital increase<br />
On entry in the Commercial Register on February 27, 2007, the amounts for 744,969 shares<br />
shown in the previous year were transferred to the items of Subscribed Capital or Capital<br />
Reserve.<br />
conditional capital<br />
Capital stock was conditionally increased by up to EUR 30,689 divided into up to 30,689<br />
common bearer shares (Conditional Capital I). This conditional capital increase serves to<br />
secure conversion rights to the bearers of convertible bonds whose issuance was authorized<br />
at the Annual General Meeting on April 14, 2000, amended by resolution at the Annual<br />
General Meeting on June 25, 2003. As the authorization period ended on March 31, 2005<br />
convertible bonds cannot be issued any longer from Conditional Capital I.<br />
The company’s capital stock was conditionally increased by another EUR 300,000 divided into<br />
up to 300.000 no-par common bearer shares (Conditional Capital II). This conditional capital<br />
increase serves to secure conversion rights to the bearers of convertible bonds whose issuance<br />
was authorized at the Annual General Meeting on June 7, 2006. From Conditional Capital II<br />
EUR 60,694 were used as provided by the authorization. The corresponding increase in capital<br />
stock will be entered in the Commercial Register in the first quarter of 2008. The remaining<br />
conditional capital in the amount of EUR 239,306 has become irrelevant due to expiration as<br />
the authorization period related to the issuance of convertible bonds associated with Conditional<br />
Capital II was limited to December 6, 2006 and authorization was not exercised.<br />
capital reserve<br />
The capital increase against contribution in cash in the course of the acquisition of the Heycom<br />
Group as described under “Subscribed Capital”, resulted in an increase in capital reserve by<br />
EUR 12.3 million in the first quarter (issue price EUR 8.50 per share), and an increase in capital<br />
reserve by EUR 3.7 million in the second quarter (issue price EUR 11.60 per share).<br />
The capital increase against contribution in kind in the course of the acquisition of the Heycom<br />
Group, as described under “Subscribed Capital”, resulted in an increase in capital reserve by<br />
EUR 33.9 million (issue price EUR 10.70 per share).<br />
The capital increase against contribution in cash to further strengthen the financing structure,<br />
as described under “Subscribed Capital”, resulted in an increase in capital reserve by EUR 9.5<br />
million (issue price EUR 11.60 per share).<br />
The capital increase against contribution in kind for payment of an earn out obligation from<br />
2004, as described under “Subscribed Capital”, resulted in an increase in capital reserve by<br />
EUR 510,000 (issue price EUR 11.60 per share).<br />
105
106 notes on the Consolidated finanCial statements<br />
28 additional infoRmation on deRivative finanCial instRuments<br />
This section provides additional information and explains the importance of financial instruments<br />
for the consolidated financial statements of D+S <strong>europe</strong> AG. For this purpose balance<br />
sheet items including financial instruments are explained.<br />
The following table shows the book values of all categories of financial assets and liabilities:<br />
finanCial assets<br />
Loans and receivables<br />
Dec. 31, 2007<br />
thousands EUR<br />
Dec. 31, 2006<br />
thousands EUR<br />
trade receivables 91,307 74,208<br />
other current assets – claims 4,477 2,730<br />
financial assets 1,005 1,029<br />
Assets available for sale 0 0<br />
Financial assets valued as income at attributable current value<br />
Other securities held for trading purposes 8,441 0<br />
other current assets – derivatives 749 840<br />
Cash and cash equivalents<br />
liquid assets 23,176 11,399<br />
total 129,551 90,206<br />
finanCial liaBilities<br />
Financial liabilities valued at amortizing costs<br />
trade liabilities 29,116 29,522<br />
liabilities to credit institutions 20,309 14,736<br />
other current liabilities 25,330 9,346<br />
liabilities to minority interests 1,267 1,294<br />
other current financial liabilities (financing leasing) 5,405 3,239<br />
bank loan 96,818 41,852<br />
participatory capital 11,000 11,000<br />
other non-current financial liabilities (financial leasing) 5,377 5,112<br />
Financial liabilities valued as income at current attributable<br />
other current liabilities – derivatives 697 782<br />
total 195,319 116,883
The following table shows current values as well as book values of financial assets and liabilities<br />
valued at acquisition or amortizing costs.<br />
finanCial assets,<br />
valued at acquisition or amortizing costs<br />
Loans and receivables<br />
Dec. 31, 2007<br />
thousands EUR<br />
Market value of cash and cash equivalents, current receivables, trade liabilities, other current<br />
financial liabilities and other financial debts approximately corresponds to book value, in<br />
particular due to the short maturity terms of such instruments.<br />
Dec. 31, 2006<br />
thousands EUR<br />
Book Value Market Value Book Value Market Value<br />
trade receivables 91,307 91,307 74,208 74,208<br />
other current assets – receivables 4,477 4,477 2,730 2,730<br />
financial assets 1,005 1,005 1,029 1,029<br />
Cash and cash equivalents<br />
liquid assets 23,176 23,176 11,399 11,399<br />
total 119,965 119,965 89,366 89,366<br />
finanCial liaBilities,<br />
valued at acquisition or amortizing costs<br />
trade liabilities 29,116 29,116 29,522 29,522<br />
liabilities to credit institutions 20,309 20,309 14,736 14,736<br />
other current liabilities 25,330 25,330 9,346 9,346<br />
liabilities to minority interests 1,267 1,267 1,294 1,294<br />
other current financial liabilities 5,405 5,405 3,239 3,239<br />
bank loans 96,818 96,818 41,852 41,852<br />
participatory capital 11,000 11,000 11,000 11,000<br />
other non-current financial liabilities<br />
(financial leasing) 5,377 5,377 5,112 5,112<br />
total 194,622 194,622 116,101 116,101<br />
107
108 notes on the Consolidated finanCial statements<br />
D+S <strong>europe</strong> AG values long-term receivables bearing fixed and variable interest rates including<br />
receivables from financial leasing on the basis of various parameters such as interest rates,<br />
specific national risks, clients’ individual creditworthiness and the risk structure of the financing<br />
transaction. This is the manner in which valuation allowances for expected bad debt losses<br />
are made. Accordingly, book values of these receivables, minus the allowances established for<br />
bad debts, approximately correspond to their market values as of December 31, 2007 and 2006.<br />
D+S <strong>europe</strong> AG determines the market value of liabilities to credit institutions, of participatory<br />
capital and liabilities from financial leasing (other long-term financial liabilities) by means<br />
of discounting the expected cash flows at interest rates applied to similar financial debts with<br />
comparable remaining maturity terms.<br />
The financial assets and financial liabilities described in the following are “recognized as income<br />
to be attributed at current value”, or, if they concern financial assets as “available for sales”<br />
and are thus valued at their attributable current value on principle. D+S <strong>europe</strong> AG applies the<br />
market value as market price in an active market if it exists.<br />
finanCial assets ReCognized as inCome<br />
at attRiButaBle CuRRent value<br />
Dec. 31, 2007<br />
thousands EUR<br />
As a rule the company concludes derivative financing instruments as contracting partner with<br />
“Investment Grade” rating. The market values of derivative financing instruments are established<br />
depending on the type.<br />
Dec. 31, 2006<br />
thousands EUR<br />
Book Value Market Value Book Value Market Value<br />
other current assets – derivatives 1 749 749 840 840<br />
finanCial assets ReCognized as inCome<br />
at attRiButaBle CuRRent value<br />
held for trading purposes other securities 2 8,441 8,441 0 0<br />
finanCial liaBilities ReCognized as inCome<br />
at CuRRent attRiButaBle value<br />
other current liabilities – derivatives 1 697 697 782 782<br />
1 This item shows the positive or negative market value of interest rate swaps and interest rate caps.<br />
2 This item shows shares of a company which are traded at officially quoted exchange markets.
Market value of interest rate derivatives (e.g. interest rate swaps) is determined by discounting<br />
of the expected future cash flows over the remaining term of contract on the basis of current<br />
market interest rates and the yield curve. Interest rate options are stated at their market value<br />
or at an estimated value based on an option price model.<br />
Net profits (+) or losses (-) from financing instruments can be seen in the following table:<br />
Net profits or losses in the item “loans and receivables” include changes in value adjustments,<br />
gains or losses from removals as well as in-payments and write-up on originally amortized loans<br />
and receivables.<br />
Net profits and losses in “financial assets held for trading purposes” include changes in market<br />
value of the quoted company shares in question.<br />
hedging relationships<br />
The group is essentially faced with financial risks from changes in interest on loans at variable<br />
interest rate. Interest rate swaps and interest rate caps as well as combinations of interest rate<br />
swaps and interest rate caps are used as hedging instruments. The Group does not apply hedge<br />
accounting as not all hedging activities meet the relevant accounting requirements regarded as<br />
hedging activities. Changes in the market value of hedging instruments are shown in the financial<br />
results. As of balance sheet date, nominal volumes of the hedging instruments amounted<br />
to EUR 91.0 million and the attributable current values amounted to EUR -0.2 million (= market<br />
value). Market value corresponds to the amount that D+S <strong>europe</strong> AG would have to pay or<br />
would receive if the hedging activities had been cancelled by balance sheet date. Market values<br />
are the present values of the derivative financial instruments without consideration of opposite<br />
performance of the underlying transactions. Market values of the applied derivative financial<br />
instruments are established on the basis of quoted market prices and through mathematical<br />
financially relevant calculations based on standard models. The valuation is based on generally<br />
accepted valuation models (Black-Scholes, Heath-Jarrow-Morton). Valuation is shown in the<br />
balance sheet under the item Other Assets and Other Liabilities.<br />
Dec. 31, 2007<br />
thousands EUR<br />
Dec. 31, 2006<br />
thousands EUR<br />
Loans and receivables - 3,808 - 1,853<br />
Assets available for sale - 108 58<br />
Financial assets held for trading purposes and valued<br />
as income at attributable current value 754 0<br />
Financial liabilities valued at amortizing costs 0 0<br />
Financial liabilities valued as income at attributable current value 86 - 782<br />
total - 3,076 - 2,577<br />
109
110 notes on the Consolidated finanCial statements<br />
29 management of finanCial Risks<br />
basic principles<br />
Essential financial liabilities the Group has entered, with the exception of derivative financial<br />
instruments, comprise bank loans and current account advances, debt securities, financial<br />
leasing agreements, trade debts and hire-purchase agreements as well as loans granted. Main<br />
purpose of these financial liabilities is to finance the Group’s inorganic expansion as well as<br />
business activities. The Group has various financial assets such as trade receivables as well as<br />
cash equivalents and short-term securities directly resulting from its business activities.<br />
Furthermore, the Group also has derivative financial instruments such as interest rate swaps<br />
and interest rate caps as well as combinations of these. Purpose of these derivative financial<br />
instruments is to protect against interest rate risks resulting from the Group’s business activities<br />
and its financing sources.<br />
In compliance with corporate guidelines, derivatives were not traded in the business years 2007<br />
and 2006 and will not be traded in future.<br />
Essential risks arising for the Group from financing instruments include interest-rate related<br />
cash flow risks as well as liquidity and credit risks. Currency risks are of lesser importance.<br />
Management of the company decides strategies and procedures to control individual types of<br />
risks which will be presented in the following discourse.<br />
risks related to the capital market<br />
Price fluctuations in the capital markets can result in lasting cash flow as well as profit risks for<br />
D+S <strong>europe</strong> AG. Changes in interest rates as well as in share prices have an impact on operative<br />
as well as investment and financing activities.<br />
In order to respond to possible risks at an early stage and to optimize utilization of financial<br />
resources within the Group, D+S <strong>europe</strong> AG providently identifies, analyzes and controls the<br />
risks inherent to the capital market. First and foremost, the enterprise tries to control and<br />
monitor these risks in the course of current business and financial activities. As described<br />
above it controls the risks, if appropriate, also by means of derivative financial instruments.<br />
Risk management related to the capital market is a central task of D+S <strong>europe</strong> AG’s Board.<br />
This part of the complete risk management system is the Chief Finance Officer’s responsibility.<br />
At top level, the Board of D+S <strong>europe</strong> AG bears overall responsibility and, for operational and<br />
entrepreneurial reasons, it delegates responsibility to the units in charge.
Due to the limited number of risk positions to be controlled in this context, risk analysis and<br />
risk management of D+S <strong>europe</strong> AG focus on observing the individual transactions. For this<br />
purpose adequate sensitivity analyses are used as information basis drafted for reporting to the<br />
Board by the units responsible. They narrow down the risk which can appear within the limits<br />
of given assumptions if certain parameters are changed in a defined range. Risk assessment,<br />
for instance, assumes a decline in share prices of all listed investments classified as “financial<br />
assets available for sale” at short notice, parallel revaluation of the Euro against relevant<br />
foreign currencies and a change in interest rates to be applied.<br />
The resulting possible economic effects are estimations. They are based on the assumption that<br />
the unfavorable market trends such risk analyses imply really occur. Moreover, also real or actually<br />
expected effects of changes in the above mentioned parameters on the consolidated profit<br />
and loss account are represented in these risk analyses in order to determine concrete as well as<br />
potential effects on consolidated financial statements in time.<br />
interest rate risks<br />
The risk arising from fluctuations in current interest rates to which the Group is exposed mainly<br />
results from long-term financial liabilities with variable interest rates. Interest rate expenditure<br />
for the Group is controlled by means of a combination of fixed and variable interest rates on<br />
outside capital. In order to achieve this target, the Group uses interest rate swaps and interest<br />
rate caps or combinations of both as hedging instruments. As of December 31, 2007, taking<br />
existing interest rate swaps into account, 77.6% (PY: 65.8%) of outside capital of the Group<br />
bore fixed interest rates.<br />
The following table shows the sensitivity of Group earnings before taxes compared with a<br />
change in interest rates which is, under rational aspects, in principle possible (due to effects on<br />
loans bearing variable interest rates). All other variables remain unaffected. There is no impact<br />
on the Group’s shareholders’ equity.<br />
Increase/Reduction<br />
Basis Points<br />
Effect on Earnings before Taxes<br />
thousands EUR<br />
2007 50 100<br />
2007 - 50 - 100<br />
2006 50 136<br />
2006 - 50 - 136<br />
111
112 notes on the Consolidated finanCial statements<br />
share price risks<br />
The securities portfolio of D+S <strong>europe</strong> AG contains direct investments in listed shares held by<br />
the company for trading purposes. The enterprise monitors equity investments by means of<br />
current market values. The securities portfolio consists of a value added in the business year<br />
2007. Should the price rise or fall by 10%, this will result in an earnings effect before taxes in<br />
the amount of EUR 844,000.<br />
currency risk<br />
Due to insignificant investments in countries outside the euro region, changes in foreign<br />
exchange rates do not have essential effects on the consolidated balance sheet. About 90% of<br />
the Group turnover is generated in EUROS; for this reason the Group is not subject to essential<br />
currency risks. Consequently, the Group has not taken special measures to monitor the risk<br />
arising from changes in exchange rates.<br />
credit risk<br />
The Group conducts business only with third parties worthy of credit. Moreover, inventories<br />
of receivables are constantly monitored so that the Group is not exposed to the essential risk<br />
of default. The maximum default risk is limited to the book value shown in information on<br />
Receivables included in the Notes. The Group is not exposed to essential concentrations of<br />
default risks.<br />
The maximum credit risk in case of default of a contracting party for other financial assets of<br />
the Group, such as cash and cash equivalents, financial assets available for sale, borrowers’<br />
note loans and certain derivative financial instruments, corresponds to the book value of these<br />
instruments.<br />
liquidity risk<br />
Liquidity risk for D+S <strong>europe</strong> AG exists where the company might not be able to meet its<br />
financial obligations, for example, redemption of debts, payment of purchase obligations and<br />
liabilities resulting from financial leasing. This risk is covered by an effective monitoring and<br />
control system which includes the control of net working capital and other short-term nonoperative<br />
liquidity in- and outflows. Here the duration of financial investments and financial<br />
assets (e.g. receivables, other financial assets) is taken into account. Furthermore, access to<br />
credit lines with renowned credit institutions and other forms of financing are checked with<br />
regard to availability and costs. An essential goal is to secure financial flexibility and to limit<br />
inappropriate refinancing risks.
The following table shows all contracted payment obligations consisting in redemption, repayment<br />
and interest from reported financial liabilities as well as derivative financial instruments<br />
as of December 31, 2007.<br />
non-deRivative finanCial liaBilities<br />
2008<br />
thousands EUR<br />
2009<br />
thousands EUR<br />
The risk of cash flows from the table is limited to outflow of cash. Liabilities from financial<br />
leasing, trade liabilities as well as other financial liabilities mainly result from financing operative<br />
assets used in operative business, such as fixed assets, and from investments within working capital<br />
(e.g. inventories and trade receivables). These assets have to be taken into account in order<br />
to control the overall liquidity risk effectively. The risk control system meets these requirements.<br />
Liquidity of the company comprises cash and cash equivalents as well as influx of funds from<br />
operative business activities. Capital resources, on the other hand, comprise redemption of<br />
financial debts and interest payments, investments as well as current financing of operative<br />
business activities.<br />
2010 ff.<br />
thousands EUR<br />
2013 ff.<br />
thousands EUR<br />
trade liabilities 29,116 0 0 0<br />
liabilities to credit institutions 20,309 0 0 0<br />
other current liabilities 25,330 0 0 0<br />
liabilities to dormant partners 130 897 673 0<br />
other current financial liabilities (financial leasing) 5,405 0 0 0<br />
bank loans 13,566 18,709 63,403 35,266<br />
participatory capital 880 880 880 11,880<br />
other non-current financial liabilities (financial leasing) 0 3,577 1,469 0<br />
deRivative finanCial liaBilities 90 175 576 0<br />
113
114 notes on the Consolidated finanCial statements<br />
capital control<br />
For capital control of the Group it is paramount to ensure high credit rating and a positive<br />
equity ratio in order to support its business operations and to maximize shareholder value. The<br />
Group controls its capital structure and makes adjustments, taking changes in the business<br />
environment into consideration. In order to maintain or adjust its capital structure the Group<br />
can adjust dividend payments to shareholders or repay capital to shareholders or issue new<br />
shares. As of December 31, 2007 and December 31, 2006 no changes were made to the objectives,<br />
guidelines and procedures. The Group monitors its capital by means of a gearing ratio<br />
corresponding to the ratio of net financial debt and the total of equity capital and net financial<br />
debt. According to corporate guidelines the defined gearing ratio must remain between 40%<br />
and 50%. Net financial debt includes interest-bearing loans, trade debts as well as other debts<br />
minus cash and short-term deposits. Shareholders’ equity comprises equity capital as stated<br />
in the balance sheet.<br />
C. notes on the pRofit and loss aCCount<br />
30 Revenues<br />
The item Gross Revenues shows invoiced fees for allocations from fixed and mobile networks<br />
for scheduling as well as other services. Allocation fees include fees contents providers in the<br />
“D+S mobile & telephony services” segment are entitled to for advances. These allocation fees<br />
do not constitute revenues in compliance with IFRS; with regard to these fees the D+S <strong>europe</strong><br />
Group acts as an agent.<br />
31 otheR opeRating inCome<br />
2007<br />
thousands EUR<br />
2006<br />
thousands EUR<br />
Income from sale of stock options 2,955 0<br />
Income from cancellation of liabilities 1,543 0<br />
Income from sale of associated companies or deconsolidation<br />
of affiliated companies 1,053 1,428<br />
Income from reduction of specific and general loan loss allowances 742 0<br />
Income from release of current liabilities 602 1,396<br />
Public subsidies 401 168<br />
Income from claims for compensation 400 0<br />
Income from claims written-off 0 1,759<br />
Other operating income 1,856 2,984<br />
total 9,552 7,735
32 peRsonnel eXpendituRe<br />
As of December 31, 2007 the Group employed 4,962 (PY: 3,583) staff (including temporary<br />
workers: 5.930 employees). The average number of employees within the Group at the end of<br />
the four quarters was 4,380 (PY: 3,251) employees.<br />
33 otheR opeRating eXpenses<br />
In the business year 2007 the following auditors’ fees arose in terms of Art. 314 Para. 1 No. 9<br />
HGB (German Commercial Code):<br />
34 finanCial Results<br />
2007<br />
thousands EUR<br />
2006<br />
thousands EUR<br />
Sales expenses 23,356 13,805<br />
Operating expenses 21,153 9,120<br />
Administrative expenses 7,005 5,737<br />
Other operating expenses 7,710 12,899<br />
total 59,224 41,561<br />
2007<br />
thousands EUR<br />
2006<br />
thousands EUR<br />
Closing and auditing costs 439 266<br />
Other auditing expenses 574 60<br />
Other costs 509 66<br />
total 1,522 392<br />
2007<br />
thousands EUR<br />
2006<br />
thousands EUR<br />
Other interest and similar income 933 594<br />
Interest and similar expenses - 8,301 - 5,609<br />
Exceptional financial write-offs 0 - 6<br />
Losses from interest in at-equity participations 0 -920<br />
total - 7,368 - 5,941<br />
Interest expenses essentially concern interest on long-term financing in the amount of<br />
EUR 7,055,000 of which EUR 880,000 consist of interest expenses for participatory capital as<br />
well as short-term bank borrowings in the amount of EUR 1,246,000.<br />
115
116 notes on the Consolidated finanCial statements<br />
35 taXes fRom inCome and eaRnings<br />
Earnings before income tax can be broken down into the following income tax expenditure:<br />
36 minoRity inteRests<br />
This item reflects the minority interests in earnings of 11899 GmbH as well as D+S inkasso GmbH.<br />
37 eaRnings peR shaRe<br />
2007<br />
thousands EUR<br />
2006<br />
thousands EUR<br />
Current taxes - 3,660 - 2,999<br />
Deferred tax expenses/income - 6,993 - 589<br />
total - 10,653 - 3,588<br />
2007<br />
thousands EUR<br />
2006<br />
thousands EUR<br />
Earnings before income taxes 25,298 13,081<br />
Theoretical tax expenditure (40%; PY: 40%) - 10,119 -5,232<br />
Tax reduction due to tax-free income 368 1,781<br />
Tax increase due to non-deductible expenses - 670 - 413<br />
Tax reduction due to lower tax rates abroad 348 186<br />
Changes in value adjustments of deferred tax assets 0 1,481<br />
Devaluation of deferred tax assets due to changes in tax rate - 1,850 0<br />
Other 1,270 - 1,391<br />
taxes from income and earnings - 10,653 - 3,588<br />
2007 2006<br />
Consolidated earnings for the business year thousands EUR 14,487 9,575<br />
Weighted average number of no-par shares,<br />
undiluted units 34,727,554 30,188,704<br />
Undiluted earnings per share EUR 0.42 0.32<br />
Diluted consolidated earnings thousands EUR 14,487 9,575<br />
Weighted average number of no-par shares,<br />
diluted units 34,758,483 30,211,667<br />
Diluted earnings per share EUR 0.42 0.32
Breakdown of number of shares:<br />
38 Risks aRising fRom outside finanCing<br />
Risks pertaining to changes in interest rates only exist with respect to the items explained under<br />
15, 21 and 29.<br />
d. Related paRties<br />
2007<br />
units<br />
Weighted average number of no-par shares undiluted 34,727,554 30,188,704<br />
Weighted average number of issued share options 30,929 22,963<br />
Weighted average number of no-par shares diluted 34,758,483 30,211,667<br />
39 infoRmation on Related individuals and Companies<br />
In the year under review, essential transactions (transaction value > EUR 50,000) were carried<br />
out with the following related enterprises:<br />
• Plate & Partner GmbH & Co. KG, Bauabschnitt II, Itzehoe<br />
• Wohnbau Klosterforst Plate & Partner GmbH, Itzehoe<br />
• Wohnpark Klosterforst Management GmbH, Itzehoe<br />
Parties with a substantial interest are members of the Supervisory Board<br />
or the Management Board of D+S <strong>europe</strong> AG<br />
• Lotterieeinnahme Plate, Hamburg<br />
A party with an essential interest is member of the Board of D+S <strong>europe</strong> AG<br />
2006<br />
units<br />
117
118 notes on the Consolidated finanCial statements<br />
As of the end of the respective reporting periods, the following essential claims against and<br />
liabilities to related companies or individuals were outstanding:<br />
ReCeivaBles<br />
Essential revenues from or sales to related companies or individuals:<br />
2007<br />
thousands EUR<br />
2006<br />
thousands EUR<br />
Plate & Partner GmbH & Co. KG, Bauabschnitt II 10 0<br />
Wohnbau Klosterforst Plate & Partner GmbH 9 0<br />
Plate Büromaterial Vertriebs GmbH 3 0<br />
11899 GmbH * 0 5,491<br />
total 22 5,491<br />
liaBilities<br />
11899 GmbH * 0 172<br />
total 0 172<br />
* Related party until July 31, 2007<br />
Type of Business<br />
2007<br />
thousands EUR<br />
2006<br />
thousands EUR<br />
Markus Frengel sale of interests 1,643 570<br />
Lotterieeinnahme Plate general services 1,393 1,806<br />
Plate & Partner GmbH & Co. KG, Bauabschnitt II rent for office space 47 0<br />
Plate & Partner EEKG general services 9 0<br />
Plate Büromaterial Vertriebs GmbH general services 6 0<br />
Wohnbau Klosterforst Plate & Partner GmbH rent for office space 2 0<br />
conTakt Marketing im Dialog Verwaltungsgesellschaft mbH sales of interests 0 857<br />
11899 GmbH * general services 0 425<br />
total 3,100 3,658<br />
* Related party until July 31, 2007
Essential purchases (especially services received) from related companies or individuals:<br />
Type of Business<br />
All transactions with related companies and individuals were carried out at normal prices as<br />
invoiced in case of non-related parties.<br />
2007<br />
thousands EUR<br />
2006<br />
thousands EUR<br />
Plate & Partner GmbH & Co. KG, Bauabschnitt II rent for Itzehoe location 233 198<br />
Wohnbau Klosterforst Plate & Partner GmbH rent for Itzehoe location 103 249<br />
Klaus Thiemann general consultancy 81 0<br />
Thomas Hoffmann general consultancy 66 72<br />
Wohnpark Klosterforst Management GmbH<br />
cleaning of office space<br />
Itzehoe location 64 37<br />
Knut Foeckler general consultancy 44 0<br />
Adler Palder Steuerberatungsgesellschaft mbH tax consultancy 43 53<br />
Plate & Partner EEKG general services 24 0<br />
Adler Palder Treuhand GmbH general services 12 0<br />
Plate Büromaterial Vertriebs GmbH general services 2 0<br />
FCF Fox Corporate Finance GmbH ** financial consultancy 0 526<br />
11899 Auskunft Service GmbH * general services 0 148<br />
Lotterieeinnahme Plate general services 0 11<br />
total 672 1,294<br />
* Related party until July 31, 2007<br />
** Related party until December 31, 2006<br />
119
120 notes on the Consolidated finanCial statements<br />
e. otheR infoRmation<br />
40 notes on the Cash flow statement<br />
The cash flow statement shows changes in cash and cash equivalents of the Group in the course<br />
of the business year as a result of cash outflows / inflows. In compliance with IAS 7, a distinction<br />
is made between cash flows resulting from operating, investing and financing activities.<br />
In the cash flow statement all bank deposits and liabilities due at short notice as well as cash<br />
assets and available-for-sale securities were entered as currency.<br />
Interest out-payments amounted to EUR 7,412,000 (PY: EUR 6,494,000), interest in-payments<br />
totaled EUR 768,000 (PY: EUR 594,000). Tax payments amounted to EUR 4,454,000<br />
(PY: EUR 1,674,000). In-payments from taxes totalled EUR 1,000 (PY: EUR 0).<br />
41 segment infoRmation<br />
The D+S <strong>europe</strong> Group is the leading German group-independent outsourcing provider for<br />
e-commerce and customer contact management. By acquiring the Heycom Group in July 2007,<br />
D+S <strong>europe</strong> AG succeeded in also acting as agent for physical goods. Complete e-commerce<br />
transaction handling is provided in addition to the operation of online shops. Products which<br />
are the center of the D+S <strong>europe</strong> Group’s business world do not exclusively have to reach the<br />
customer via multi-media channels. From now on, D+S <strong>europe</strong> AG ensures that apart from<br />
virtual products also physical goods are delivered to the customer. In the business year 2007, the<br />
extension also resulted in a separate segment in compliance with IAS 14, as the success of this<br />
field with its strong dependence on the development of the online market and here, in particular,<br />
in the fashion trade is subject to market and business risks different from the two segments<br />
shown in 2006. Consequently, since initial consolidation of the Heycom Group with effect from<br />
July 2, 2007 separate reporting has been carried out for this new segment.<br />
As in the previous business year, marketing of hardware and software products for mediumsized<br />
businesses does not constitute a separate segment in terms of its business volume with a<br />
turnover of EUR 4.5 million (PY: EUR 1.9 million ). Moreover, it only represents a geographical<br />
segment as the D+S <strong>europe</strong> Group generates most of its turnover in Germany.
In the business year 2007, the turnover share of the largest individual client amounted to 13.1%<br />
(PY: 4.5%) in terms of total turnover of the D+S <strong>europe</strong> Group.<br />
As a consequence, the following fields are established as segments: “D+S mobile & telephony<br />
services”, “D+S e-commerce & fulfillment services” and “D+S communication & collection<br />
services”.<br />
In the “D+S mobile & telephony services” segment D+S <strong>europe</strong> AG with its subsidiaries, the<br />
dtms sub-group as well as mobileview AG, is positioned as network operator, as mobile application<br />
service provider as well as billing specialist. Correspondingly, the service portfolio ranges<br />
from provisioning and operation of service call numbers such as 0900 or 0180 to mobile services<br />
for SMS/MMS, chats, gaming and downloads. The D+S <strong>europe</strong> Group is able to invoice all<br />
services rendered by means of online and offline billing as well as Internet micro-payment.<br />
The companies of the Heycom Group constitute the segment “D+S e-commerce & fulfillment<br />
services”. In this business unit intelligent online-shop systems are provided as complete solutions<br />
with individual services in the fields of sorting, warehousing, packaging and dispatch of goods<br />
as well as return and debtor management. At present, this solution for the complete outsourcing<br />
of online sales is especially in demand with the fashion industry. The segment was newly<br />
established in the 2007 business year so that comparison with the previous year is not possible.<br />
In the “D+S communication & collection services” segment (in the previous year “D+S customer<br />
management services”) D+S <strong>europe</strong> AG with its nine national communication centers and one<br />
in Prague and with D+S solutions GmbH as IT/TC provider for technologies and self-service<br />
solutions is positioned as full service provider for comprehensive customer contact management.<br />
Every year more than 40 million multi-media customer contacts are handled directly and<br />
conclusively for renowned clients. Moreover, D+S address GmbH and D+S inkasso GmbH offer<br />
the use of self-established or purchased address inventories to its clients mainly from the field<br />
of communication center services.<br />
Internal sales within the Group were carried out at normal prices as invoiced in case of third<br />
parties.<br />
121
122 notes on the Consolidated finanCial statements<br />
segment report 2007<br />
segment report 2006<br />
D+S mobile &<br />
telephony<br />
services<br />
thousands EUR<br />
D+S<br />
communication &<br />
collection services<br />
thousands EUR<br />
D+S e-com -<br />
merce & fullfilment<br />
services<br />
thousands EUR<br />
Consolidation<br />
thousands EUR<br />
D+S <strong>europe</strong><br />
Group Total<br />
thousands EUR<br />
Revenues total 88,675 113,380 33,217 - 3,736 231,536<br />
external 86,811 111,539 33,186 0 231,536<br />
internal 1,864 1,841 31 - 3,736 0<br />
segment eRnings (eBit) 13,112 13,531 6,023 0 32,666<br />
Segment assets 162,209 81,962 218,257 - 56,753 405,675<br />
Segment debts 52,947 58,652 47,466 - 56,753 102,311<br />
Segment investments 4,568 9,950 4,418 0 18,936<br />
Write-offs 5,867 4,114 4,680 0 14,661<br />
D+S mobile &<br />
telephony<br />
services<br />
thousands EUR<br />
D+S<br />
communication &<br />
collection services<br />
thousands EUR<br />
Consolidation<br />
thousands EUR<br />
D+S <strong>europe</strong><br />
Group Total<br />
thousands EUR<br />
Revenues total 82,139 83,210 - 536 164,813<br />
external 81,630 83,183 0 164,813<br />
internal 509 27 - 536 0<br />
segment eRnings (eBit) 11,720 7,302 0 19,022<br />
Segment assets 163,136 68,085 - 22,232 208,989<br />
Segment debts 54,542 17,206 - 22,232 49,516<br />
Segment investments 10,006 4,514 0 14,520<br />
Amortization and depreciation 4,355 4,405 0 8,760<br />
Result from at-equity participations 0 - 920 0 - 920
eakdown of segment assets and segment liabilities<br />
Dec. 31, 2007<br />
thousands EUR<br />
Dec. 31, 2006<br />
thousands EUR<br />
BalanCe sheet assets 452,572 237,711<br />
Interest in affiliated companies - 65 - 12<br />
Other participations, securities and lendings - 940 -1,017<br />
Securities and liquid assets - 31,617 -11,399<br />
Deferred tax assets - 10,483 -16,294<br />
Current income tax claims - 3,792 0<br />
segment assets total 405,675 208,989<br />
BalanCe sheet liaBilities 452,572 237,711<br />
Shareholders’ equity - 188,547 -105,792<br />
Financial debts - 138,909 - 75,946<br />
Deferred tax liabilities - 14,927 - 3,324<br />
Current income tax liabilities - 7,878 - 3,133<br />
segment liabilities total 102,311 49,516<br />
123
124 notes on the Consolidated finanCial statements<br />
42 otheR finanCial oBligations<br />
As of December 31, 2007 the following obligations existed in connection with rental and<br />
leasing agreements in the amounts stated below:<br />
43 post-BalanCe sheet events<br />
2008<br />
thousands EUR<br />
With effect from January 1, 2008 Mr Henning Soltau has been appointed Chief Financial<br />
Officer (CFO) of D+S <strong>europe</strong> AG.<br />
By notarized contract of purchase of January 30, 2008 and with legal effect from January 1, 2008,<br />
D+S <strong>europe</strong> AG purchased 85.2% of the interests in Adamicus GmbH, Munich. A call option<br />
has been granted to D+S <strong>europe</strong> AG on purchase of the remaining 14.8% of the GmbH interests<br />
in Adamicus GmbH. Adamicus GmbH is operative in the field of online marketing.<br />
Apart from the two events described above no other event of particular importance has<br />
occurred after closing date of business year 2007.<br />
2009<br />
thousands EUR<br />
2010<br />
thousands EUR<br />
2011 ff<br />
thousands EUR<br />
Rental agreements 6,928 5,659 4,873 31,581<br />
Leasing of equipment 3,338 3,136 1,137 0<br />
Maintenance/service network operation 2,394 172 0 0<br />
Leasing of vehicles 408 275 133 6<br />
Insurances 181 0 0 0<br />
Other 1,630 37 7 0<br />
total 14,879 9,279 6,150 31,587
44 offiCeRs and diReCtoRs of the paRent Company<br />
members and remuneration of the management board<br />
Fixed<br />
thousands EUR<br />
Annual Remuneration Total<br />
Achievement-based<br />
component<br />
thousands EUR<br />
Other<br />
thousands EUR<br />
Total<br />
thousands EUR<br />
Achim Plate, Glückstadt<br />
Chairman of the Board 420 230 24 674<br />
Tobias Hartmann, Hamburg 330 30 13 373<br />
Sven Heyrowsky, Hannover<br />
since July 6, 2007 180 0 12 192<br />
total 930 260 49 1,239<br />
regulation pertaining to the remuneration of the management board<br />
The Presidential Committee is responsible for determination and structure of the remuneration<br />
scheme as well as remuneration of the individual Board members. The Supervisory Board<br />
regularly checks and gives advice on the remuneration structure.<br />
Remuneration for Board members of D+S <strong>europe</strong> AG depends on the size of the enterprise,<br />
its economic and financial position as well as the amount and structure of remuneration of<br />
comparable enterprises. Additionally, the scope of tasks, experience and achievements of<br />
the individual Board members are taken into account for assessing remuneration.<br />
To a large degree management remuneration is achievement-based. It consists of three components:<br />
a fixed basic remuneration, variable bonuses for achievement of objectives and a discretionary<br />
component. No provision is made for pensions.<br />
Apart from being entitled to fixed remuneration as agreed in the individual contracts, in the<br />
past Management principally benefited from schemes for issuing convertible bonds to the<br />
Board members and selected executives (Executive Stock Option Plan) resolved by the Annual<br />
General Meetings of D+S <strong>europe</strong> AG in 2004, 2005 and 2006. These schemes for issuing<br />
convertible bonds provide that members of the Board and selected executives may subscribe<br />
to convertible bonds thus obtaining entitlement to buy D+S <strong>europe</strong> AG shares in the amount of<br />
remuneration rights as laid down in their employment contract instead of demanding repayment<br />
of the bond and payoff of their variable remuneration component. Shares are thus only<br />
issued against transfer of contractual remuneration rights. Any other remuneration right of<br />
the Board does not result from the scheme for issuance of convertible bonds.<br />
125
126 notes on the Consolidated finanCial statements<br />
The fixed remuneration component is paid monthly as a salary. It is re-assessed in the course of<br />
contract extensions. Moreover Board members are conceded benefits in kind, mainly company<br />
cars, telephone flat-rates and insurance premiums.<br />
Results to be reached by the Board members in order to obtain their achievement-related remuneration<br />
component depend on the achievements communicated to the capital market for the<br />
corresponding business years. For the Chairman of the Board, parts of his achievement-related<br />
bonuses are based on achieving semi-annual and annual objectives. When achieving the agreed<br />
objectives the achievement-related bonuses are due. When results fall short of these objectives<br />
the Board is not entitled to these bonuses. In 2007 further parts of the achievement-based<br />
bonus depended on the successful implementation of the Heycom Group acquisition.<br />
Since November 2005 remuneration of the Chairman of the Management Board, Mr Achim<br />
Plate, has comprised a fixed basic salary in the amount of EUR 420,000 as well as a bonus for<br />
the achievement of the business plan objectives in the amount of EUR 100,000 per business<br />
year. Furthermore, the Chairman of the Management Board receives a bonus in the amount of<br />
EUR 200,000 to be fixed by the Supervisory Board at its discretion.<br />
Mr Tobias Hartmann, member of the Management Board since March 15, 2005 and in charge<br />
of the units Business Process Management, Production, Sales and IT, receives a fixed<br />
remunera tion component in the amount of EUR 360,000 p.a. (EUR 300,000 up to June 30;<br />
EUR 360,000 since July 1) as well as a bonus for the achievement of business plan objectives<br />
in the amount of EUR 100,000 per business year. Furthermore, Mr Hartmann receives a bonus<br />
in the amount of EUR 150,000 to be fixed by the Supervisory Board at its discretion.<br />
Mr Sven Heyrowsky, member of the Board since July 6, 2007 and in charge of the units<br />
E-Commerce, Content Management, Warehousing and Fulfillment, receives a fixed remuneration<br />
component in the amount of EUR 360,000 p.a. as well as a bonus for the achievement of<br />
business plan objectives in the amount of EUR 100,000 per business year. Furthermore, Mr<br />
Heyrowsky receives a bonus to be fixed by the Supervisory Board at its discretion whose<br />
amount depends on the degree to which the respective business plan objectives are achieved<br />
taking into account Mr Heyrowsky’s performance as a Board member.<br />
In addition to the remuneration mentioned above, the members of the Board receive contracted<br />
fringe benefits in the usual amounts, in particular the right to make private use of their<br />
company cars.<br />
members of the supervisory board<br />
Due to the increase in the number of staff employed by the D+S <strong>europe</strong> Group, D+S <strong>europe</strong> AG<br />
exceeded the minimum number of permanently more than 2,000 employees required for equal<br />
representation in the Supervisory Board. As a consequence, the Supervisory Board is composed<br />
of 12 members, six of which are appointed by the shareholders and six by the employees.
On June 7, 2007 the Annual General Meeting of D+S <strong>europe</strong> AG took place in the course of<br />
which shareholders’ representatives where elected members of the Supervisory Board resulting<br />
in the following appointments:<br />
Name Function Period<br />
Klaus Thiemann,<br />
Managing Director, Düsseldorf<br />
Thomas Hoffmann,<br />
Businessman, Itzehoe<br />
Chairman<br />
member of the main and<br />
audit committee, member of<br />
conciliation committee<br />
member of the main and<br />
audit committee<br />
member of conciliation committee<br />
all-year<br />
all-year<br />
Hans-Jürgen Beck, Businessman, Hamburg all-year<br />
Prof. Knut Foeckler, Media Consultant, Munich all-year<br />
Dr. Thomas Adler, Tax Advisor, Hamburg all-year<br />
Andreas Klebe, Managing Director, Hannover since June 7, 2007<br />
On June 23, 2006 the staff of D+S <strong>europe</strong> AG and companies affiliated in compliance with Art.<br />
15 ff. AktG (Stock Corporation Law) appointed employees to the Supervisory Board resulting<br />
in the following composition:<br />
Name Function Period<br />
Kristina Krüger,<br />
employee, Bekmünde,<br />
employees’ representative<br />
Mario Bethune-Steck,<br />
employee, Bargteheide,<br />
executives’ representative<br />
Jürgen König,<br />
employee, Gablingen,<br />
employees’ representative<br />
Ursula Harjes-Loock,<br />
employee, Hagen,<br />
employees’ representative<br />
Ulrich Beiderwieden,<br />
employee, Berlin<br />
Karlheinz Vernet Kosik,<br />
employee, Pettstadt<br />
Vice Chairwoman<br />
member of conciliation committee<br />
member of main and<br />
audit committee<br />
member of<br />
conciliation committee<br />
trade union representative, ver.di,<br />
Vereinte Dienstleistungsgewerkschaft<br />
trade union representative, DPVKom,<br />
DPVKommunikationsgewerkschaft<br />
Bavaria<br />
all-year<br />
all-year<br />
all-year<br />
all-year<br />
all-year<br />
all-year<br />
127
128 notes on the Consolidated finanCial statements<br />
remuneration of supervisory board<br />
regulation pertaining to the remuneration of the supervisory board<br />
Remuneration of the members of the Supervisory Board is fixed at EUR 5,000 per annum<br />
plus evidenced expenses. The Chairman of the Supervisory Board receives EUR 17,500 plus<br />
evidenced expenses and the Vice Chairman of the Supervisory Board receives EUR 5,500 plus<br />
evidenced expenses. Furthermore, each member of the Supervisory Board receives an additional<br />
annual remuneration of EUR 2,500 for every chairmanship of a committee of the Supervisory<br />
Board and an additional annual remuneration of EUR 750 for every membership in a committee<br />
of the Supervisory Board. The annual remuneration for each member of the Supervisory<br />
Board increases by EUR 500 for each cent exceeding the amount of 15 cents of shareholder’s<br />
dividend per share.<br />
Moreover, all expenses incurring in the course of their mandate as well as turnover tax charged<br />
on their remuneration are refunded to Supervisory Board members.<br />
The members of the Supervisory Board do not obtain any loans from the company.<br />
additional fees paid for consulting:<br />
Fixed<br />
EUR<br />
Function-based<br />
EUR<br />
Klaus Thiemann 5,000 17,500 22,500<br />
Thomas Hoffmann 5,000 1,500 6,500<br />
Hans-Jürgen Beck 5,000 0 5,000<br />
Prof. Knut Foeckler 5,000 0 5,000<br />
Dr. Thomas Adler 5,000 0 5,000<br />
Mario Bethune-Steck 5,000 750 5,750<br />
Kristina Krüger 5,000 1,250 6,250<br />
Ursula Harjes-Loock 5,000 750 5,750<br />
Jürgen König 5,000 0 5,000<br />
Ulrich Beiderwieden 5,000 0 5,000<br />
Karlheinz Vernet Kosik 5,000 0 5,000<br />
Andreas Klebe 2,833 0 2,833<br />
thousands EUR<br />
Klaus Thiemann 81<br />
Thomas Hoffmann 66<br />
Dr. Thomas Adler 55<br />
Prof. Knut Foeckler 44<br />
Total<br />
EUR
membership of members of the supervisory board of <strong>d+s</strong> <strong>europe</strong> ag<br />
in other supervisory boards and comparable control boards:<br />
Name Enterprise<br />
Prof. Knut Foeckler Grünhauf AG, Munich<br />
Thomas Hoffmann conTakt AG, Itzehoe<br />
Dr. Thomas Adler BulwienGesa AG, Berlin<br />
Hans-Jürgen Beck<br />
45 appliCation of aRt. 264 paRa. 3 hgB (geRman CommeRCial Code)<br />
In the business year 2007 the following national subsidiaries partly applied the exemption rule<br />
as laid down in Art. 264 Para. 3 HGB (German Commercial Code):<br />
• Heycom GmbH<br />
• dtms GmbH<br />
• D+S cc Münster GmbH<br />
• D+S cc Bremerhaven GmbH<br />
• D+S cc Frankfurt/Oder GmbH<br />
• D+S cc Hamburg GmbH<br />
• D+S cc Itzehoe GmbH<br />
• D+S cc Parchim GmbH<br />
• D+S cc Augsburg GmbH<br />
• D+S solutions GmbH<br />
46 statement aCCoRding to aRt. 161 aktg (stoCk CoRpoRation law)<br />
The declaration to be made by D+S <strong>europe</strong> AG according to Art.161 AktG has been carried out<br />
and made available to the shareholders on a permanent basis via Internet.<br />
Hamburg, March 13, 2008<br />
Management Board<br />
new econ AG, Wiesbaden<br />
Concom AG, Augsburg<br />
Nextevolution AG, Hamburg<br />
Ulrich Beiderwieden TÜV Nord AG, Hannover<br />
Karlheinz Vernet Kosik PSD Bank Nürnberg eG, Nürnberg<br />
Mario Bethune-Steck mobileview AG, Hamburg<br />
Dipl. Ing Achim Plate Tobias Hartmann Sven Heyrowsky<br />
Henning Soltau<br />
129
130 auditoRs’ RepoRt<br />
auditors’ report<br />
We have audited the consolidated financial statement prepared by D+S <strong>europe</strong> AG, Hamburg –<br />
consisting of the balance sheet, the profit and loss account, the cash flow statement, the statement<br />
of changes in shareholders’ equity and the notes on the financial statements – as well as<br />
the management report on the company and the Group for the fiscal year from January 1 to<br />
December 31, 2007. The content and preparation of the consolidated financial statements and<br />
the management report on the Group in accordance with the International Financial Reporting<br />
Standards (IFRS) as to be applied within the EU, as well as the supplementary commercial law<br />
regulations to be applied according to Art. 315a, Para. 1 of HGB (German Commercial Code),<br />
are the responsibility of the company’s Management Board. It is our responsibility to express an<br />
opinion, based on our audit, and assess the consolidated financial statements and the report<br />
of management.<br />
We conducted our audit of the consolidated financial statements in compliance with Art.317 HGB<br />
and in accordance with German auditing regulations and accepted standards for auditing<br />
financial statements, promulgated by the Institut der Wirtschaftsprüfer (Institute of Auditors).<br />
In compliance with these accounting standards, the audit is to be planned and performed to<br />
obtain reasonable assurance about whether the consolidated financial statements are free of<br />
material misstatements with regard to assets, financial position and operating results of the<br />
company as shown in the consolidated financial statements in compliance with the applicable<br />
accounting standards and in the management report on the company and the Group. Audit<br />
procedures are determined to take into account knowledge of the business activities as well as of<br />
the economic and legal situation of the company and the possibility of misstatements. The audit<br />
includes, primarily on a spot test basis, examination of the effectiveness of accounting-relevant<br />
internal control systems as well as evidence supporting the amounts and disclosures in the<br />
consolidated financial statements as well as in the management report on the company and the<br />
Group. It also includes assessment of the financial statements of the consolidated companies,<br />
accounting of consolidated companies, the accounting and consolidation principles applied,<br />
and significant appraisals made by management board as well as evaluation of the overall<br />
presentation of the consolidated financial statements and the management report on the company<br />
and the Group. We believe that our audit provides a reasonable basis for this opinion.<br />
Our audit contains no reservations.<br />
In our opinion, based on the results of our audit, the consolidated financial statement of<br />
D+S <strong>europe</strong> AG, Hamburg, corresponds to IFRS, as to be applied within the EU, and the<br />
supplementary commercial-law standards in compliance with Art. 315a, Para. 1 HGB, and, in<br />
compliance with these standards, gives a true and fair view of the assets, financial position and<br />
operating results of the Group. We also confirm that the management report on the company<br />
and the Group is consistent with the consolidated financial statements, gives a fair view of the<br />
position of the Group and suitably presents the chances and risks of future development.<br />
Hamburg, 14 March 2008<br />
Deloitte & Touche GmbH<br />
Wirtschaftsprüfungsgesellschaft<br />
(Independent Auditors)<br />
Tesch<br />
Auditor<br />
ppa. Krantz<br />
Auditor
our locations<br />
Adamicus GmbH<br />
Ledererstraße 10<br />
80331 München<br />
atms Telefon- und Marketing Services GmbH<br />
Saturn Tower<br />
Leonard-Bernstein-Strasse 10<br />
1220 Wien<br />
Austria<br />
ctms s.r.o.<br />
Thámova 183/11<br />
186 00 Praha 8<br />
Czech Republic<br />
dtms GmbH<br />
Isaac-Fulda-Alle 5<br />
55124 Mainz<br />
D+S address GmbH<br />
Mexikoring 33<br />
22297 Hamburg<br />
D+S communication center Augsburg GmbH<br />
Proviantbachstraße 30<br />
86153 Augsburg<br />
D+S communication center Augsburg GmbH, NL Hof<br />
Hofer Straße 17<br />
95030 Hof<br />
D+S communication center Bremerhaven GmbH<br />
Barkhausenstraße 22<br />
27568 Bremerhaven<br />
D+S communication center Frankfurt/Oder GmbH<br />
Gerhard-Neumann-Straße 1<br />
15236 Frankfurt /Oder<br />
D+S communication center Gera GmbH<br />
Hainstrasse 10<br />
07545 Gera<br />
D+S communication center Hamburg GmbH<br />
Mexikoring 33<br />
22297 Hamburg<br />
D+S communication center Itzehoe GmbH<br />
Hanseatenplatz 7<br />
25524 Itzehoe<br />
D+S communication center Management GmbH<br />
Kapstadtring 10<br />
22297 Hamburg<br />
D+S communication center Münster GmbH<br />
Servatiiplatz 9<br />
48143 Münster<br />
D+S communication center Parchim GmbH<br />
Ludwigsluster Straße 29<br />
19370 Parchim<br />
D+S communication center Rügen GmbH<br />
Boddenstraße 63/64<br />
18528 Lietzow<br />
D+S e-commerce GmbH<br />
Kapstadtring 10<br />
22297 Hamburg<br />
D+S <strong>europe</strong> AG<br />
Kapstadtring 10<br />
22297 Hamburg<br />
D+S <strong>europe</strong> Czech s.r.o.<br />
Thamova 11-13<br />
186 00 Praha 8<br />
Czech Republic<br />
D+S inkasso GmbH<br />
Kapstadtring 10<br />
22297 Hamburg<br />
D+S payment GmbH<br />
Issac-Fulda-Allee 9<br />
55124 Mainz<br />
D+S solutions GmbH<br />
Beethovenstraße 2-4<br />
25524 Itzehoe<br />
D+S solutions GmbH<br />
Im Mediapark 6 A<br />
50670 Köln<br />
D+S solutions GmbH<br />
Zum Panrepel 5c<br />
28307 Bremen<br />
Heycom GmbH<br />
Alte Ricklinger Straße 59-61<br />
30823 Garbsen<br />
mobileview GmbH<br />
Airport-Center Hamburg<br />
Flughafenstraße 54 b<br />
22335 Hamburg<br />
ouR loCations<br />
131
132<br />
finanCial CalendaR<br />
financial calendar<br />
finanCial CalendaR of <strong>d+s</strong> euRope ag – 2008<br />
May 15 Quarterly report 1st quarter 2008<br />
June 4 General Annual Meeting, Hamburg<br />
August 14 Quarterly report 2nd quarter 2008<br />
November 10-12 Analyst conference German Equity Forum 2008, Frankfurt<br />
November 12 Quarterly report 3rd Quarter 2008<br />
contact<br />
in case of queries<br />
pleace contact:<br />
investoR Relations<br />
Bernd Humke<br />
Director Investor Relations<br />
Telephone: +49.40.41 14 - 33 35<br />
E-Mail: investor-relations@ds<strong>europe</strong>.ag<br />
CoRpoRate CommuniCations<br />
Thiess Johannssen<br />
Director Corporate<br />
Communications & Marketing<br />
Telephone: +49.40.41 14 -14 00<br />
E-Mail: public-relations@ds<strong>europe</strong>.ag
ImprInt<br />
Editorial officE<br />
D+S <strong>europe</strong> AG<br />
Kapstadtring 10<br />
22297 Hamburg<br />
Tel.: +49.40.41 14 - 0<br />
Fax: +49.40.41 14 - 00 99<br />
E-Mail: info@ds<strong>europe</strong>.ag<br />
www.ds<strong>europe</strong>.ag<br />
Editor/coordination<br />
Thiess Johannssen, D+S <strong>europe</strong> AG<br />
concEpt, consulting,<br />
dEsign and production<br />
Agentur Punktlandung GmbH, Hamburg<br />
photography<br />
Photos Management:<br />
Werner Bartsch, Hamburg<br />
Photos People:<br />
Tilman Schuppius, Hamburg<br />
print<br />
Druckerei Siepmann, Hamburg<br />
publishEd<br />
in April 2008<br />
This annual report is also published in German.<br />
Both versions are available and can be downloaded<br />
at www.ds<strong>europe</strong>.ag.
<strong>europe</strong> ag<br />
kapstadtring 10<br />
22297 hamburg<br />
www.ds<strong>europe</strong>.ag