Other disclosures

2/3 previous forward

Notes on Significant Business Events

1. Acquisition of the software division of Jacada Ltd., Israel
As of January 1, 2008, Software AG acquired business units and assets of Jacada Ltd., Israel. Through its acquisition of Jacada’s Application Modernization division, Software AG enhanced its product portfolio by adding new products for the modernization of user interfaces in applications that run on large and medium-sized systems. Jacada Ltd. is publicly listed on the Nasdaq (Nasdaq: JCDA).

Breakdown of purchase price
The purchase price paid for Jacada’s Application Modernization division was €17,665 thousand (US$26,000 thousand). The purchase price was paid on January 2, 2008. The cost of the business combination has been allocated provisionally in accordance with IFRS 3.62 as follows:

in € thousands

Fair value as of
January 01, 2008
Carrying amount prior
to acquisition
Intangible assets – customer base 15,195 0
Software 2,470 0
Carrying amount of the assets acquired
0
Cost of the business combination 17,665

Initial consolidation pursuant to IFRS 3.62
Because of the close proximity in time between the date of acquisition (January 1, 2008) and the balance sheet date of the half-yearly financial statements (June 30, 2008), the Application Modernization division acquired from Jacada was initially accounted for using provisional fair values.

Intangible assets – customer base
The Application Modernization Division acquired from Jacada generated annual revenue of approximately US$12 million in 2007. The achieved profit margin was higher than the Group average of Software AG. Software AG gained more than 200 corporate customers, primarily from the USA, as a result of this acquisition. For these reasons, a customer base was recognized as part of the initial accounting.

Software
The software that the Group has acquired is designed for the modernization of user interfaces in applications that run on large and medium-sized systems. It supplements Software AG’s product portfolio in the field of legacy modernization. Based upon a preliminary assessment, the software was valued at €2,470 thousand.

Contribution to revenue and earnings since acquisition on January 1, 2008
Since the date of acquisition on January 1, 2008, the Application Modernization division acquired from Jacada has contributed €1,545 thousand to Group revenues, of which €947 thousand related to the second quarter. The Application Modernization division contributed a negative €15 thousand to total Group net income since the date of acquisition, while in the second quarter of 2008 it contributed €92 thousand. As the Jacada software division has been completely integrated into Software AG, the contribution to Group net income for the year could be determined only by means of an estimate. As the date of acquisition was January 1, 2008, a presentation of these profit figures as if the acquisition had occurred at the beginning of fiscal 2008 can be omitted.

Expenses related to the acquisition of the Jacada software division
The customer base, which was identified as an asset in connection with the acquisition of Jacada’s Application Modernization division, will be amortized over a period of 10 years and the acquired software will be amortized over a period of 5 years. Total amortization in the first half of 2008 was €1,071 thousand, of which €567 thousand related to the second quarter. There were no other expenses connected with this acquisition, and no further expenses are expected.

2. Software AG also acquired the remaining minority interests of the following companies in the first half of 2008:

  • Purchase of 49.0 percent of shares in Software AG (India) Private Limited, India for €609 thousand, effective March 14, 2008
  • Purchase of 19.92 percent of shares in SPL Software Ltd., Israel for €18,935 thousand, effective January 1, 2008
  • Purchase of 49 percent of shares in SPL Idor E Business Solutions, Israel and 49 percent of shares in SPL Idor Management Ltd., Israel for a total of €327 thousand, effective January 1, 2008

These acquisitions of remaining minority interests eliminated the need to report minority interests in equity and net income in the half-yearly consolidated financial statements as of June 30, 2008.

3. Earn-out payments for earlier acquisitions
Revenue-based earn-out payments of €951 thousand (Q2 2008: €463 thousand) for Software A.G. (Israel) Ltd. (previously Sabratec Ltd., Israel) and €332 thousand (Q2 2008: 0) for Casabac Technologies GmbH, Germany, were paid in the first half of 2008.

4. Currency translation effects
In the first half of 2008, the strong euro, particularly in relation to the US dollar, caused negative currency translation effects on Group revenues compared to the same period in the previous year in the amount of €22,046 thousand, €11,006 of this amount in the second quarter of 2008.

Employees

As of June 30, 2008, the effective number of employees (i.e., part-time employees taken into account on a pro-rata basis only) amounted to 3,427 (June 30, 2007: 3,719), 78.0 percent of whom were employed abroad (June 30, 2007: 79.5 percent). In absolute terms (i.e., part-time employees are taken fully into account), the Group employed 3,501 people (June 30, 2007: 3,841) at the end of the second quarter on June 30, 2008.