1 Interim Report as of 30 June 2006 Q2/2006
2 GFT Group Summary Financial figures according to IFRS in e(k) 01/01 30/06/ /01 30/06/2005 Revenues 80,123 58,290 Earnings before interest, taxes, depreciation and amortisation (EBITDA) 2, Total depreciation Earnings before interest and taxes (EBIT) 2, Earnings before taxes (EBT) 2, Net income/net loss IAS 33 earnings per share, in c Fixed assets 23,416 18,288 Liquid assets and securities 10,169 16,213 Remaining current assets 44,798 29,812 Equity ratio 54 % 61 % Number of permanent employees absolute as of 30 June 1,
3 Content 04 Report from the Executive Board 10 Consolidated Balance Sheet as of 30 June Consolidated Income Statement from 1 January to 30 June Consolidated Cash Flow Statement from 1 January to 30 June Consolidated Statement of Changes in Equity as of 30 June Notes to the Quarterly Financial Statement of the GFT Group (Interim Report as of 30 June 2006) 24 Dates and Contact
4 04 GFT Interim Report Q2/2006 Report from the Executive Board Course of Business In the second quarter of 2006, the GFT Group generated a profit before taxes of approximately c 1.4m. and was thus able to exceed the positive result of c 0.9m. in the first quarter. This corresponds to an increase in profits of approximately 55 % compared to the first quarter of The mid-year results show that the profit before taxes increased from c(k) 213 as of 30 June 2005, to c 2.3m. at the end of the first half of As in the previous quarter, the largest contributions to results were made by the Spanish subsidiaries as well as by the Resourcing division. In the Services segment, GFT Technologies AG in Germany and our Austrian subsidiary affected results negatively. The negative contribution to results of the Austrian subsidiary will be counteracted by concentrating the business operations of the Austrian and Hungarian subsidiaries at the more economical Budapest site, as well as by strengthening the Hungarian management team. The successful acquisition of two new major projects that are presently in the final negotiation phase will positively influence the utilisation and the earnings situation in Germany in the second half of the year. The GFT Group was also able to register growth in revenues in the second quarter. With revenues of c 42.2m. in the second quarter of 2006, the GFT Group achieved the highest quarterly revenues since This corresponds to an increase in revenues of 11 %, compared to c 37.9m. for the first quarter. This growth can be attributed, in essence, to the three-month consolidation of revenues of the acquired Parity companies, to the growth in the Services segments in Spain and UK, and to increasing licence revenues in the Software division. The consolidation of the acquired German Parity companies into GFT Resource Management GmbH as of 29 June 2006, and the renaming of the French Parity Eurosoft S.A.R.L. as GFT Technologies S.A.R.L. at the end of July 2006, successfully completed the integration into the Resourcing segment. Based upon a background of positive business development in the first half of the year, we continue to adhere to our forecast for all of 2006, expecting revenues in the amount of c 170m. with a margin before taxes of at least 3 %. Distribution of revenues by segments The segment report for the first six months of the current financial year shows clear shifts in the distribution of revenues by segments, branches and countries in comparison to the same period last year, as it contains the Parity companies operative business that is included in the consolidated financial statements since 31 January As of 30 June 2006, the distribution of revenue by individual segments is as follows: Industry 21% Financial Services Software 64% 4% Postal, Services Logistics 49% Services 12% Others 3% Resourcing 47% Compared to the same time period last year, the GFT Group was able to increase revenues overall by 37 %, from c 58.3m. to c 80.1m. Comparably calculated, i.e. adjusted for revenues from the Parity companies which were acquired as of 31 January 2006, revenues for the first half of 2006 outperformed the same time period last year by 5 %, increasing from c 58.3m. to c 61.2m. The Services division posted revenue totalling c 38.8m. (previous year: c 37.4m.), corresponding to a share of revenue of approximately 49 %. Compared to the same time period last year, the share of revenue for this division declined relatively by 15 %. However, the absolute increase of c 1.4m. is a reflection of the increasing importance of the Services division.
5 GFT Interim Report Q2/2006 Report from the Executive Board 05 The share of revenue of the Resourcing segment amounted to c 38.0m. (previous year: c 17.8m.) or approximately 47 % (previous year: 31 %). This corresponds to an increase of c 20.2m. in comparison to 30 June Revenues for the Parity companies will be fully reported within the Resourcing segment. These companies made a fundamental contribution to revenue growth with revenues of c 18.9m. for the months of February through June. The share of revenue in the Software segment amounted to c 3.3m. (previous year: c 2.9m.) or 4 %, thus remaining relatively stable in comparison to the first six months of The absolute increase of c 0.4m. shows that the ongoing investments in product development in this division are already starting to pay off revenue-wise. Distribution of revenues by industries The purchase of the Parity companies had an impact on the distribution of revenues by industries in the first six months of the current financial year, as it did in the first quarter. In this manner, the dependence of customers from the financial services sector has declined, while the share of revenue from industrial customers has increased. In the first six months of 2006, GFT achieved its highest revenues once again with clients from the financial services industry. The share totalled 64 %, a drop of 15 percentage points in comparison to the first six months of The share of revenue from industrial clients increased in comparison to the same time period last year from 7 % to 21 %. This increase in revenue is basically to be attributed to the acquired Parity companies in Germany and France. The share of the Postal and Logistics services also increased by 3 percentage points, from 9 % to 12 %, compared to the first six months of The share of other revenue, which also includes the Public Sector and Consumer Product industries, declined in comparison to the first half of 2005 from 8 % to 3 %. Financial Services 64% Industry 21% Distribution of revenues by countries Postal, Logistics Services 12% Others 3% In the first half of the year, the Spanish and French sales markets are the most important to the GFT Group, second only to the German sales market. Next in importance during this reporting period is the Brazilian sales market. The revenue share that the GFT Group generated in the first six months of the current financial year with clients from the German market totalled c 49.7m. (previous year: c 38.5m.) or 63 %. This share dropped by three percentage points in comparison to the same time period last year, but increased by one percentage point compared to 31 March Accordingly, the GFT Group was able to generate c 30.4m. (previous year: c 19.8m.), or 38 %, with clients outside of Germany. The revenue share of c 6.7m. (previous year: c 6.5m.) or 8 % that was attained with Spanish clients declined in comparison to the same time period last year by three percentage points due to the Parity consolidation. The revenue share attained with clients from France, which we reported on separately for the first time as of 31 March 2006, due to the Parity consolidation, totalled c 5.7m. or 7 %. Similarly, the revenue share attained with Brazilian clients was also reported on separately for the first time as of 31 March This share amounted to
6 06 GFT Interim Report Q2/2006 Report from the Executive Board c 5.8m. or 7 %, for the first half of Compared to the same time period last year, revenue shares with clients from UK of c 5.4m. (previous year: c 5.6 m.) or 7 %, sank by three percentage points due to reduced demand from our largest client. The revenue share with clients from Switzerland amounted to c 1.8m. (previous year: c 2.1m.) or 2 %, declining by two percentage points. The revenue shares with clients from other countries, among them Italy, Austria, Hungary and the USA, amounted to c 4.9m. (previous year: c 5.4m.) or 6 % by the reporting date, thus declining by three percentage points. During the comparable period of the previous year, France and Brazil were included under other countries. Spain 8% Germany 63% France 7% United Kingdom 7% Brazil 7% Other countries 6% Switzerland 2% Demand and capacity utilisation After a traditionally weak capacity utilisation in the first quarter, we registered an anticipated increase in work volume in all important production locations in the second quarter. It was thus possible to increase, once again, the capacity utilisation in both our British and Spanish companies to a satisfactorily high level. Although the capacity utilisation in the German companies in the Services segment increased slightly, a satisfactory level has not yet been achieved in the second quarter. We believe that the capacity utilisation will continue to increase in the second half of the year. While the start of the third quarter is traditionally influenced by employee holidays, the workload for the available capacities will also increase in Germany up until the end of the year due to new foreseeable orders. Results In the first half of 2006, which progressed quite positively overall, the GFT Group achieved clear improvements in results compared to the same period last year. Earnings before taxes (EBT) of c 2.3m. as of 30 June 2006 clearly outperformed the previous year s value of c(k) 213. In this connection, it should be noted that the development in results for the same period last year was positively influenced by the sale of the Hauptversammlungsservice division for c(k) 380. Overall, the improvement in results was decisively influenced by the Spanish subsidiaries and the Resourcing division. The operating contribution to results by the Software segment also developed positively in the second quarter, due to the outsourcing of new product development to India and its capitalisation as manufacturing costs. In contrast, GFT Technologies AG and our subsidiaries in Austria, Hungary and Switzerland continued to negatively affect Group results. As of the end of June, earnings before interest and taxes (EBIT) by the GFT Group increased from c(k) -106 in the previous year to c 2.1m. in 2006.
7 GFT Interim Report Q2/2006 Report from the Executive Board 07 Accordingly, the earnings before interest, taxes, depreciation and amortisation (EBITDA) as of 30 June 2006 increased to c 2.6m., compared to c 0.6m. for the same time period last year. The mid-year surplus of the GFT Group totalled c(k) 917 after deduction of all expenses, while last year net loss had amounted to c(k) Pursuant to IAS 33, earnings per share amounted to c 0.03, compared to c for the same quarter of the previous year. This data refers to an average of 26,325,946 presently-circulating shares. Fractional dividends are not paid. Development of costs and prices Just as in the first quarter, the increase of costs in the second quarter of 2006 was under proportional, despite organic revenue growth that was dependent on the purchase of the former Parity companies. As of 30 June 2006, operative costs for the GFT Group amounted to c 79.5m., compared to c 60.2m. for the same time period in the previous year. Thus, the cost base increased by 32 %, while revenue for the same time period posted gains of 37 %. Without the former Parity companies, operating costs increased in the first six months of the year by only 1 %, while it was possible to increase the comparable revenue by 5 %. The costs of materials, which primarily include expenses for services rendered by outside personnel, totalled c 38.8m. for the first six months of the current financial year, compared to c 22.1m. for the same time period last year, thus increasing by c 16.7m. Of this amount, c 15.7m. can be attributed to costs of materials for the former Parity companies. The increase of the relative revenue share of material expenditures in total costs, from 38 % in the first half of 2005 to 48 % in the first half of 2006, can be attributed to the fact that the business model of the acquired Parity companies bases exclusively on the provision of freelance IT specialists. Personnel expenses totalled c 31.1m. as of 30 June 2006, increasing over the same time period last year by c 2.2m. Of this amount, personnel expenses for the acquired Parity companies totalled c 1.8m. during this reporting period. The increase of overall personnel expenses by 7 % in comparison to the previous year is also markedly underproportional to the increase in revenue. The depreciation of tangible and intangible assets amounted to c 0.5m. for the first half of the year, slightly underperforming last year s value of c 0.7m. Increasing depreciations are to be anticipated once again in the future, due to the investments in the IT systems as well as in business equipment for the acquired Parity companies, among other things. Other operating expenses totalled c 9.0m. in the first half of the year, outperforming the previous year s value by c 0.5m. Of this amount, c 1.1m. can be attributed to the former Parity companies. This clearly underproportional
8 08 GFT Interim Report Q2/2006 Report from the Executive Board cost increase reflects the successful usage of synergy effects from the Parity integration, in particular through the merging of rented floor spaces and the joint utilisation of central resources. GmbH. Manufacturing expenditures were capitalised pursuant to IAS 38 in connection with IAS 65ff, and will be amortised over three years. Liquidity The balance of loose funds, defined as liquid assets and marketable securities minus net liabilities against banks, amounted to c 10.2m. as of 30 June 2006, compared to c 14.5m. as of 31 March 2006 and to c 28.6m. as of 31 December In the second quarter, the quarterly surplus had a positive effect on the liquidity situation. This is offset, however, by a clear increment in trade receivables, which increased by c 3.7m. to c 40.2m. On one hand, the process and system conversion for the acquired Parity companies resulted in extensions of the payment terms for customers. On the other hand, our existing clients in UK and France continued to pay very slowly. Compared to 31 December 2005, the payment of the purchase price of c 6.0m. net for the Parity companies is one factor making an impact. Investments Investments in the GFT Group amounted to approximately c(k) 711 during the first six months of the current financial year, compared to c(k) 486 for the comparable time period last year. Of this amount, long-term intangible assets are estimated at c(k) 348, while investments in tangible fixed assets are estimated at c(k) 363. The surge in investments reflects higher capital expenditures on replacements for the old Group, as well as new investments in the acquired divisions. Development costs in the amount of c(k) 170 were capitalised for self-produced software. These development costs were incurred by our Indian subsidiary, for the product family of GFT Solutions Employees As of 30 June 2006, GFT employed a total of 1,006 staff, including part-time employees one person more than in the previous quarter, and 7 persons more than the same time period last year. The number of freelance employees totalled 802, of which 711 are assigned to the Resourcing segment. In the first half of the current financial year, an average of 1,007 staff were employed, compared to 999 employees for the first quarter of 2006, and 999 during the first half of Just as in the first quarter of 2006, the share of workers employed abroad during the first half of 2006 was 71 %, equalling 710 employees. In contrast, 296 employees or 29 % of our workforce was employed in Germany. As of 30 June 2005, 302 employees or 30 % of our workforce was employed in Germany. Research and development Research and development expenses for the GFT Group, composed predominantly of personnel costs, totalled approximately c 2.7m. in the first six months of the period under review. Of this amount, c 1.3m. can be ascribed to the first quarter, and c 1.4m. to the second quarter. In the first half of 2005, expenses totalled c 2.9m. During the first half of 2006, the focal point of our investments in research and development was CMMI (Capability Maturity Model Integration), an internationally-known
9 GFT Interim Report Q2/2006 Report from the Executive Board 09 process model for the development of software and systems. The CMMI team is working intensively to achieve Level 3 in Germany, Spain and UK by the end of next year. Furthermore, in the first six months of the reporting period, investments were made in the further development of internal applications, such as the relaunch of the GFT intranet. Important events after the end of the reporting period With the integration of the German Parity company, purchased by GFT at the end of January 2006, into GFT Resource Management GmbH as of 29 June 2006, and the renaming of the French Parity Eurosoft S.A.R.L. as GFT Technologies S.A.R.L. at the end of July 2006, the integration of the new companies is successfully completed. The Baden-Württembergische Investmentgesellschaft mbh, with headquarters in Stuttgart, has informed GFT via a communication dated 5 July 2006, pursuant to 21 Par. 1 of the German Securities Trading Act (WpHG), that its voting right percentage in GFT Technologies AG exceeded the voting rights threshold of 5 % on 3 July 2006, and presently amounts to %. This note was withdrawn from Baden-Württembergische Investmentgesellschaft mbh in a correspondance from 2 August contribution to this development and to the stabilisation of revenues in the course of this year. For the second half of the year, we anticipate that revenues from the Services segment will increase slightly over the first half of the year, boosted by two major orders that are presently in the final negotiation phase. The Software segment is filling up its sales pipeline and is expected to grow in the second half of the year. The Resourcing segment will grow markedly in the upcoming months, among other reasons due to the acquisition of a major client in the area of third-party management. Based on this development, we are holding firm to our forecast for the entire year, anticipating c 170 m. in revenues and a margin of at least 3 % before taxes." The Executive Board would like to thank all of its employees for their firm commitment, and all clients, investors, and business partners, for their trust and their loyalty. St. Georgen, 4 August 2006 The Executive Board Outlook for the current financial year In the second quarter of the current year we were able to report on the achievement, according to plan, of the highest-ever quarterly revenue since 2001, totalling c 42.2m. The Resourcing segment, which has been strengthened by the Parity acquisition, made a significant Ulrich Dietz Marika Lulay Dr. Jochen Ruetz
10 10 GFT Interim Report Q2/2006 Consolidated Financial Statement GFT Technologies Aktiengesellschaft, St. Georgen Consolidated Balance Sheet (IFRS) as of 30 June 2006 Interim Report Annual Accounts 30/06/ /12/2005 Assets e e Current assets Liquid funds 6,471, ,652, Marketable securities 3,696, ,996, Trade receivables 40,228, ,647, Receivables from related parties Inventories 163, , Deferred tax assets Accrued items and other current assets 4,022, ,817, Others Total current assets 54,583, ,248, Non-current assets Property, plant and equipment 2,444, ,478, Intangible assets 616, , Goodwill 20,355, ,347, Financial assets Investments accounted for using the equity method Loans receivable Deferred tax assets 5,757, ,655, Other assets 383, , Others Total non-current assets 29,557, ,110, Total assets 84,140, ,358,450.27
11 GFT Interim Report Q2/2006 Consolidated Financial Statement 11 Interim Report Annual Accounts 30/06/ /12/2005 Liabilities e e Current liabilities Current portion of capital lease obligation Short-term loans and current portion of long-term loans 16, , Trade payables 9,498, ,261, Payables form related parties Deposits received 3,005, ,251, Provisions 15,367, ,476, Deferred revenues 2,038, ,569, Current income tax liabilities 1,304, , Deferred tax liabilities Other current liabilities 3,720, ,607, Others Total current liabilities 34,952, ,816, Non-current liabilities Long-term loans 156, , Long-term capital lease obligations Deferred revenues Deferred tax liabilities 621, , Provisions for pensions 820, , Others 2,404, ,631, Total non-current liabilities 4,004, ,084, Minority interest Shareholders equity Share capital 26,325, ,325, Capital reserve 67,346, ,346, Treasury stock Legal reserve 1, , Other retained earnings 2,343, ,343, Foreign currency translation 36, , Market assessment for securities 42, , Consolidated balance sheet loss -50,912, ,829, Total shareholders equity 45,184, ,457, Total equity and liabilities 84,140, ,358,450.27
12 12 GFT Interim Report Q2/2006 Consolidated Financial Statement GFT Technologies Aktiengesellschaft, St. Georgen Consolidated Income Statement (IFRS) from 1 January until 30 June 2006 Interim Report Cumulated period 01/04/ /04/ /01/ /01/ /06/ /06/ /06/ /06/2005 e e e e Revenue 42,182, ,035, ,123, ,290, Other operating income 551, , ,503, ,958, Changes in inventories of work in progress Other capitalised services 85, , Cost of material/purchased services -20,887, ,459, ,796, ,188, Employee benefits costs -15,669, ,684, ,118, ,930, Depreciation of tangible and intangible assets -280, , , , Goodwill amortisation Other operating expenses -4,485, ,159, ,997, ,394, Others Result from operating activities 1,495, , ,337, , Interest income/expenses 88, , , , Dividend income Income/expenses from financial assets using the equity method Foreign currency gains/losses 17, , , , Other income/expenses -230, , , , Earnings before tax (and minority interest) 1,370, , ,285, , Income tax expenses -796, , ,368, , Extraordinary income/expenses Earnings before minority interest 574, , , , Minority interest Net income/net loss 574, , , , Net earnings per share (basics) Net earnings per share (diluted) Weighted average number of shares outstanding (basic) 26,325,946 26,325,946 26,325,946 26,325,946 Weighted average number of shares outstanding (diluted) 26,325,946 26,325,946 26,325,946 26,325,946
13 GFT Interim Report Q2/2006 Consolidated Financial Statement 13 GFT Technologies Aktiengesellschaft, St. Georgen Consolidated Cash Flow Statement from 1 January until 30 June 2006 Cumulated period 01/01/ /01/ /06/ /06/2005 e e Cash flows from operating activities Net income/loss 916, , Adjustments for: Minority interest Depreciation 547, , Increase/decrease of provisions and value adjustments 1,347, ,076, Losses/gains from the disposal of assets 1, , Foreign currency gains/losses 14, , Others 249, , Changes in working capital -13,890, ,265, Cash flows from operating activities -10,813, ,985, Cash flows from investing activities Acquisition of consolidated companies, net of purchased cash -6,015, Income of sales of consolidated companies, net of cash disposed of Acquisition of fixed assets -711, , Income of sales of fixed assets , Others 3,827, ,383, Cash flows used in investing activities -2,899, ,779, Cash flows from financing activities Cash receipts from equity contribution Cash receipts form issuing short- or long-term loans , Cash payments for repayments of loans -529, Cash payments for lease obligations Others 32, , Cash flows used in financing activities -467, , Foreign exchange difference Decrease of liquid funds -14,180, ,656, Liquid funds at the beginning of the period 20,652, ,472, Liquid funds at the end of the period 6,471, ,815,678.79
14 14 GFT Interim Report Q2/2006 Consolidated Financial Statement GFT Technologies Aktiengesellschaft, St. Georgen Consolidated Statement of Changes in Equity as of 30 June 2006 Retained Earnings Subscribed capital e Capital reserve e Legal reserve e Other revenue reserves e As of 31 December ,325, ,346, , ,343, Write-off of negative goodwill 1 January 2005 (IFRS 3.81) Adapted to 1 January 2005 version 26,325, ,346, , ,343, Financial assets available for sale (securities) - Change of fair value recognised in equity - Transferred to income statement 01/01 30/06/2005 Exchange differences on translating foreign operations 01/01 30/06/2005 Deferred taxes taken directly to or transferred from equity 01/01 30/06/2005 Income and expense recognised directly in equity 01/01 30/06/2005 Net loss 01/01 30/06/2005 Total recognised income and expense for 01/01 30/06/2005 As of 30 June ,325, ,346, , ,343, Financial assets available for sale (securities) - Change of fair value recognised in equity - Transferred to income statement 01/01 31/12/2005 Exchange differences on translating foreign operations 01/01 31/12/2005 Deferred taxes taken directly to transferred from equity 01/01 31/12/2005 Income and expense recognised directly in equity 01/01 31/12/2005 Net income 01/01 31/12/2005 Total recognised income and expense for financial year 2005 As of 31 December ,325, ,346, , ,343, Financial assets available for sale (securities) - Change of fair value recognised in equity - Transferred to income statement 01/01 30/06/2006 Exchange differences on translating foreign operations 01/01 30/06/2006 Deferred taxes taken directly to or for transferred from 01/01 30/06/2006 Income and expense recognised directly in equity 01/01 30/06/2006 Net income 01/01 30/06/2006 Total recognised income and expense for 01/01 30/06/2006 As of 30 June ,325, ,346, , ,343,349.97
15 GFT Interim Report Q2/2006 Consolidated Financial Statement 15 Changes in equity not affecting results Foreign currency translations e Market assessment for securities e Consolidated balance sheet loss e Equity attributed to equity holders of the parent e Minority interest e Total share capital e 52, ,958, ,111, ,111, , , , , ,893, ,176, ,176, , , , , , , , , , , , , , , ,307, ,825, ,825, , , , , , , , , , , , , , ,064, ,064, ,064, , , ,064, ,280, ,280, , , ,829, ,457, ,457, , , , , , , , , , , , , , , , , , , , , , , , , , , ,912, ,184, ,184,075.02
16 16 GFT Interim Report Q2/2006 Consolidated Financial Statement GFT Technologies Aktiengesellschaft, St. Georgen Notes to the Quarterly Financial Statements as of 30 June Fundamentals for the GFT Group s quarterly financial statements The quarterly financial statements of the GFT Technologies Aktiengesellschaft Group ( GFT AG ) should be read in conjunction with the GFT AG Group annual financial statements as of the end of the last financial year (31 December 2005). They were drawn up in Euro in accordance with standard principles of accounting and valuation and conform to the prescriptions set out in IAS 34 and the regulations for the Frankfurt Stock Exchange. The same accounting and valuation methods were used in these quarterly financial statements as in the previous group annual financial statements as of 31 December These are the International Financial Reporting Standards ( IFRS ) issued by the International Accounting Standards Board (IASB). 2. Changes to the consolidated group and its associated companies The following changes to the scope of consolidation have occurred since the consolidated financial statements were closed on 31 December With effect from 31 January 2006 GFT AG bought all of the business shares of the following companies: 1. PARITY EUROSOFT S.A.R.L., Paris, France 2. GFT Resource Management GmbH (until 15 March 2006 PARITY BETEILIGUNGSGESELLSCHAFT GMBH), Eschborn (until 19 July 2006 Frankfurt am Main) including the subsidiaries GFT Flexwork GmbH (until 5 July parity Selection GmbH, Eschborn (until 25 April 2006 in Munich, from 26 April to 17 July 2006 in Frankfurt) Parity Eurosoft GmbH, Frankfurt am Main and Parity Business Solutions GmbH, Frankfurt am Main - all five companies together are jointly referred to as Parity companies. The companies named above were included in the consolidated financial statements for the first time from 31 January Their contribution to revenue in the first quarter 2006 totalled c 18,9m. with a contribution to results totalling c 0.3m. The initial inclusion of the stated companies affects the Group s assets, financial and earnings position and thus makes comparisons with the previous year s figures difficult. Parity Eurosoft GmbH and Parity Business Solutions GmbH were consolidated on the effective date of 1 January 2006, into GFT Resource Management GmbH (the absorbing legal entity); the consolidations became effective on 29 June The consolidations had no effect on the interim report of the GFT Group of 30 June 2006.
17 GFT Interim Report Q2/2006 Consolidated Financial Statement 17 On 10 February 2006 GFT AG purchased 100 % of the shares in GFT Business Development GmbH, Eschborn, which is included in the consolidated financial statements from this time onwards. As this company did not engage in operating activities from the time it was purchased until 31 March 2006, first-time inclusion did not have a significant influence on the asset, financial or earnings position of the Group; similarly there is no effect on comparability with previous year s figures. In addition, the scope of consolidation was also subject to the following changes compared with the quarterly financial statements to 30 June The subsidiary, GFT Brasil Consultoria Informática Ltda., São Paulo, Brazil, acquired in November 2005, was included in the consolidated financial statements for the first time. As this company did not engage in operating activities from the time it was purchased until 30 June 2006, first-time inclusion did not have significant influence on the asset, financial or earnings position of the Group; similarly there is no effect on comparability with previous year s figures. 3. Corporate mergers between 1 January and 30 June 2006 On 10 February 2006 GFT AG purchased 100 % of the shares in GFT Business Development GmbH, Eschborn. This is a stocking company that was purchased exclusively to extend business activities in Southern and Eastern Europe including the CIS states, but which has since that date not carried out any operating activities. The purchase costs totalled c(k) 28 and were paid in cash. The purchased company only held assets totalling a bank credit of c(k) 13 and outstanding deposits totalling c(k) 12. The merger created goodwill totalling c(k) 3. The loss of GFT Business Development GmbH from the date of purchase to 30 June 2006 contained in the results of the GFT Group for the period totals c(k) -6. With the purchase contract dated 26 January hereafter called "purchase contract" - GFT AG purchased all the business shares in the Parity companies with effect from 31 January 2006 (see point 2 above). With this purchase GFT AG purchased the Resourcing Solutions division from Parity in Germany and France. The annual report covers the management of external IT service providers ranging from locating experts via service provider contract management to billing and reporting. The purchase aims to expand the existing GFT segment Resourcing and accelerate the expansion of business in France. The purchase price for all the business shares in the Parity companies is currently believed to be c(k) 6,826 and according to the purchase contract is shared as follows over the companies purchased: e(k) PARITY EUROSOFT S.A.R.L. 1,000 GFT Resource Management GmbH 5,826
18 18 GFT Interim Report Q2/2006 Consolidated Financial Statement GFT Technologies Aktiengesellschaft, St. Georgen Notes to the Quarterly Financial Statements as of 30 June 2006 The purchase contract includes adaptation mechanisms that could result in a change to the purchase price depending on data not yet known at present. From today s perspective, before including any future changes to the purchase price the total purchasing cost is comprised as follows: e(k) Purchase price 6,826 Due diligence, legal, consulting and notary costs 204 Total purchase costs 7,030 The purchase costs were paid in cash. At present, the sums applied to each class of assets and debts of the purchased companies at the time of purchase are as follows: Book value = current value e(k) Assets Long-term assets Tangible assets 37 Short-term assets Receivables and other assets 11,033 Liquid funds 1,015 12,048 12,085 Debts Short-term debts Provisions for taxation 660 Other provisions 4,446 Liabilities 4,954 10,060 Net assets acquired 2,025 Goodwill 5,005 Purchase costs 7,030
19 GFT Interim Report Q2/2006 Consolidated Financial Statement 19 The factors that contributed to the purchase costs that were used to set the goodwill are: a. Qualification and activity of the employees of the Parity companies b. Positioning of Parity companies with the customers including existing framework agreements c. Current, comprehensive, maintained database of available IT service providers d. Process expertise on the cost-effective processing of temporary freelancers e. Expected synergy potential with the GFT Group customer portfolio It is not possible to identify immaterial assets that are separate from goodwill. The profit of the purchased Parity companies from the date of purchase to 30 June 2006 contained in the results of the GFT Group for the period totals c(k) 279. The revenue of the GFT Group for the reporting period from 1 January to 30 June 2006 would have been c 84.0m. if all mergers that took place within this period had been purchased at the start of the reporting period. The profit of the GFT Group for the reporting period from 1 January to 30 June 2006 would have been c 0.9m. if all mergers that took place within this period had been purchased at the start of the reporting period. 4. Changes in equity With respect to the changes in equity capital between 1 January 2006 and 30 June 2006 we refer to the consolidated stamement of changes in equity on page 14 and 15. As of 30 June 2006 the company s share capital of c 26,325, consists of 26,325,946 non par value individual share certificates (no change relative to 31 December 2005). These shares are bearer shares and they all grant equal rights. On 30 June 2006 the consolidated balancesheet loss included a carry forward from the previous year amounting to c(k) 51,829 (previous year: c(k) 52,893). No changes resulted to the company s authorised and conditional capital between 1 January and 30 June 2006 relative to 31 December Dividends have not been proposed or paid out during the 2006 financial year. 5. Segmental reporting Segmental reporting for the first six months of 2006 financial year was undertaken for the same business segments as in the group s annual financial statement as of 31 December Segment Resourcing also contains the Parity companies that were included in the consolidated accounts for the first time from 31 January 2006 (see point 2 above).
20 20 GFT Interim Report Q2/2006 Consolidated Financial Statement GFT Technologies Aktiengesellschaft, St. Georgen Notes to the Quarterly Financial Statements Segment reporting as of 30 June 2006 Services Software Resourcing 30/06/ /06/ /06/ /06/ /06/ /06/2005 ke ke ke ke ke ke Revenue External sales 38,757 37,452 3,337 2,989 38,029 17,849 Inter-segment sales Total revenue 38,757 37,452 3,337 3,146 38,108 17,860 Result Segment result 3, Unallocated income/expenses Operating result Interest expenses Interest income Share of profit/loss of associates Earnings before tax Income tax expense Net income/loss Other information Segment assets 35,461 36,439 1,257 2,026 37,907 14,387 Investments in associates accounted for under the equity method Unallocated corporate assets Consolidated total assets Segment liabilities 21,108 16,624 1,993 1,921 13,396 6,184 Unallocated corporate liabilities Consolidated total liabilities Capital expenditure Depreciation Non-cash expenditure other than depreciation
21 GFT Interim Report Q2/2006 Consolidated Financial Statement 21 Total Eliminations Consolidated 30/06/ /06/ /06/ /06/ /06/ /06/2005 ke ke ke ke ke ke 80,123 58, ,202 58, ,123 58,290 3, , , , , , ,625 52,852 74,625 52,852 9,515 17,554 9,515 17,554 84,140 70,406 36,497 24,729 36,497 24,729 2,459 2,851 2,459 2,851 38,956 27,
22 22 GFT Interim Report Q2/2006 Consolidated Financial Statement GFT Technologies Aktiengesellschaft, St. Georgen Notes to the Quarterly Financial Statements as of 30 June 2006 In addition to segment data by business segment, oriented in accordance with the company s structure, the table shown below contains geographical data in accordance with IAS 14 (secondary segment information). Investments in tangible External revenues Book value for fixed assets and for group** segmental assets intangible assets 01/01/ 01/01/ 01/01/ 01/01/ 30/06/ /06/ /06/ /06/ /06/ /06/2005 in e(k) in e(k) in e(k) in e(k) in e(k) in e(k) Germany 49,730 38,512 59,754 54, Spain 6,695 6,536 11,141 7, United Kingdom 5,432 5,614 5,707 4, Switzerland 1,780 2,168 1,184 1, Brazil 5, France 5, , Other foreign countries 4,950 5, Total 80,123 58,290 84,140 70, ** According to location of clients head office 6. Changes to contingent liabilities As of 30 June 2006, the group had not undergone any significant changes to its contingencies and other financial commitments since its group annual financial statements of 31 December Investments During the period between 1 January and 30 June 2006, the GFT Group invested c(k) 348 in intangible fixed assets (1 January to 30 June 2005: c(k) 144) and c(k) 363 in tangible assets (1 January to 30 June 2005: c(k) 342).
23 GFT Interim Report Q2/2006 Consolidated Financial Statement Related party disclosures Relative to the notes to the group annual financial statements as of 31 December 2005 there were no changes to the composition of the affiliated companies and people, and to the relationships with these. 9. Explanations about shares for company use and subscription rights of employees and members of the company s executive bodies As of 30 June 2006 GFT AG does not hold any own shares; nor were any own shares acquired or sold in the period from 1 January to 30 June 2006 ( 160 para. 1 no. 2 AktG - German Company Law). The explanations about subscription rights of employees and members of the company s executive bodies as per 160 para. 1 no. 5 AktG refer to the stock options program (subscription rights as per 192 para. 2 no. 3 AktG): The extraordinary shareholders meeting of 4/24 June 1999 approved a conditional equity capital increase through an issue of up to 260,000 individual share certificates (corresponding to 780,000 individual share certificates following the 3:1 stock split of May 16, 2000, Conditional Capital I/1999) permitting subscription rights exclusively through stock options programs as well as the basic features of stock options programs to be launched by the Executive Board. The conditional increase in capital is to be carried out only insofar as the holders of the issued subscription rights wish to use their subscription rights according to 192 para. 2 no. 3 AktG. Beneficiaries are exclusively members of the Executive Board and employees of GFT Technologies AG as well as of 100 % subsidiaries, to whom purchasing rights have been granted. The subscription rights under the 1999/2004 and 2000/2005 stock option programmes issued by the Executive Board lapsed on 6 July 2004 and respectively 1 July 2005 without having been exercised. Therefore, no subscription rights pursuant to Sec. 192 para. 2 No. 3 of the German Corporation Law (AktG) which may be used have existed since 1 July 2005.
24 24 GFT Interim Report Q2/2006 The GFT Group Contact GFT Technologies AG Investor Relations Leopoldstraße St. Georgen, Germany P F Dates Interim Report as of 30 June August 2006 Interim Report as of 30 September November 2006 GFT Technologies AG Leopoldstraße St. Georgen, Germany P F
25 GFT Technologies AG Leopoldstraße St. Georgen, Germany T F