68
Annual Report 2001
Annual Report 2001
Key financial data at a glance (IAS)
2001 2000
Revenues (1 million) 22.4 18.0
Personnel expenses (1 million) 15.1 12.7
Other operating expenses (1 million) 8.1 7.9
EBITDA (1 million) – 3.9 – 4.4
EBIT (1 million) – 5.7 – 5.7
EBIT margin (percent) – 25.4 – 31.9
EBT (1 million) – 5.3 – 5.2
Net income (1 million) – 4.8 – 3.4
Net income per share (1) – 0.73 – 0.53
Total assets (1 million) 22.6 28.8
Equity (1 million) 16.5 21.3
Equity ratio (percent) 72.9 73.9
Liabilities to banks (1 million) 0.0 0.0
Capital expenditure (1 million) 1.4 2.7
Cash flow (1 million) – 3.0 0.0
Cash flow per share (1) – 0.47 0.0
Employees (31 Dec) Number 204 240
Financial calendar
2002
7 May 3-month results 2002
29 May Annual general meeting
8 August 6-month results 2002
14 November 9-month results 2002
2003
February Preliminary annual results 2002
March Press conference on annual results, DVFA conference,
annual report 2002
May 3-month results 2003
May Annual general meeting
August 6-month results 2003
November 9-month results 2003
secunet Security Networks AG Annual Report 2001
Contents
4 Corporate bodies
5 Foreword of the supervisory board
6 Letter to the shareholders
8 The share
12 Anna Kournikova, Code Red and Nimda –
Fine-sounding names, new threats
14 Digital signatures on the advance
16 SINA – High-security internetwork
architecture for government and private
institutions
18 Management report
28 Consolidated financial statements (IAS)
30 Consolidated balance sheet
30 Consolidated fixed assets movement schedule
32 Consolidated income statement
33 Consolidated cash flow statement
33 Consolidated statement of changes in equity
34 Notes to the consolidated financial statements
47 Auditors’ opinion on the consolidated
financial statements
48 Consolidated income statement for the
fourth quarter (IAS)
49 Financial statements of secunet AG (HGB)
50 Balance sheet of secunet AG
51 Income statement of secunet AG
52 Fixed assets movement schedule of secunet AG
54 Notes to the financial statements of secunet AG
61 Auditors’ opinion
62 Report of the supervisory board
64 Directors holdings and supervisory board
positions
4
Corporate bodies1)
Board of management
Dr. rer. nat. Rainer Baumgart
Dipl.-Physiker(Chairman, Marketing, Sales)
Thomas Pleines
Dipl.-Betriebswirt (FH) (Finance, Controlling, Human Resources)
Supervisory board
Professor Dr.-Ing. Werner Hlubek
(Chairman)
Chairman of the board of management of RWTÜV e.V.,
Essen
Dipl.-Informatiker Klaus März
(Vice chairman)
Head of Service Line Hosting & ASP of T-Systems
International GmbH, Bonn
Fritz B. Höring
Chairman of the board of management of Deutsche Post
SignTrust GmbH, Bonn
Dr. rer. pol. Elmar Legge
Vice chairman of the board of management of
TÜV Mitte AG, Essen
Dr. Jürgen Reim
Head of Controlling of T-Systems International GmbH,
Bonn
Dr.-Ing. Wilhelm Wick
Chairman of the board of management of TÜV Mitte AG,
Essen
1) Detailed information can be found on page 64.
secunet 5
Foreword of the supervisory board
The year 2001 – and in particular, the events of Sep-
tember 11 – once again made us aware of how impor-
tant it is to confront potential threats systematically.
In the area of IT security, attacks on the Web again
increased drastically in 2001. The number of known
cases of viruses, hacker attacks and industrial espionage
more than doubled compared to the year 2000.
It should cause one to stop and reflect even more when,
in economically difficult times, companies cut back their
efforts in the area of IT security. When questioned on
the security of the IT infrastructures of their companies,
80 percent of IT heads in Germany responded that their
infrastructures were ”insecure” or even ”very insecure.”
IT security in government authorities and private indus-
try will gain importance accordingly. The future will be
characterized by the increased use of modern communi-
cations channels, particularly mobile connections and
security will have the highest priority.
Digital signatures will play an important role in this
context. In 2001, a breakthrough was made as regards
the legal validity of digital signatures. secunet has an
outstanding position in the creation of Trust Centres, the
underlying technical infrastructures for digital signatures.
On the basis of this excellent know-how, combined with
equally great expertise in all areas of IT security, secunet
once again achieved considerable growth in the year
2001 and is ideally positioned for future development.
The supervisory board would like to thank the board of
management and all employees for the work they have
done.
Prof. Dr. Hans-Werner Hlubek
Chairman of the Board of Management of RWTÜV e.V.
Chairman of the Supervisory Board of secunet Security
Networks AG
Letter to the shareholders
6
secunet took steps to address the reduced sales poten-
tial quickly and, above all, in a result-oriented way. By
restructuring our sales activities, we were able to im-
prove our market performance greatly. The stronger
industry orientation of our sales organization enables us
to recognize customer needs more effectively and tailor
our offerings more precisely to these needs. The almost
70 percent new customers that we gained and the sales
increase already mentioned have shown that these
measures very quickly led to the desired results.
Additionally, through centralized project coordination, we
have optimized the activities of our employees through-
out our branch offices. Now more than ever, secunet is
in a position to provide its customers with consultation
teams that can optimally address individual needs. In
doing so, we improved our ability to bring the profes-
sional competence of the teams to customers.
Dear shareholders, customers, employees
and friends of secunet,
In the year 2001, your company once again achieved
considerable growth. With a sales increase of over
20 percent, we were able to set ourselves apart from
the difficult market environment in the IT industry.
However, we cannot deny that we entered into the year
2001 with goals that were ultimately too ambitious to
be reached. With the extent to which the economy
deteriorated, even we were forced to accept that our
business planning had been undermined and, most
importantly, the profitability we desired could no longer
be attained.
secunet 7
One exceptional project, which we have undertaken
together with the German Federal Office for Information
Technology Security (Bundesamt für Sicherheit in der
Informationstechnik, or BSI), reached a welcome degree
of maturity this year. With SINA, the secure network
architecture, secunet now has a family of solutions for
secure communication which is the only one on the
market to fulfill the high standards of government
authorities – it is even suited to data requiring high-
security protection. The presentation of SINA, which
was carried out together with the BSI at the trade fairs
SYSTEMS (October 2001) and CeBIT (March 2002),
revealed the considerable market potential of this solu-
tion for government authorities and private industry.
Nonetheless, it was essential for us to take measures on
the cost side in the year 2001. We drastically reduced
our cost base. In concrete terms, this means that secunet
will start the year 2002 with 20 percent fewer employ-
ees than the year 2001. Additionally, we parted with our
branches in the USA, the Netherlands and Portugal.
Our new project coordination forms an excellent basis
for further supporting international projects – and doing
so to an increasing degree. Thus far, around half of our
foreign sales have been realized by our branches in
Germany.
At secunet, the necessary decisions were made quickly,
and measures were implemented immediately and
consistently. This enabled us to demonstrate that, in a
very fast-moving industry, we are in a position to react
appropriately. On the basis of this, we are heading into
the new year both streamlined and strengthened. All
industry forecasts indicate that IT security will have
an important status and that interest will focus on high-
quality solutions.
With our comprehensive consulting approach, our out-
standing expertise and, not least, our solutions in the
SINA family, we have every reason to look towards the
year 2002 with optimism. secunet therefore has a good
chance of achieving a balanced result in 2002. This is
our highest priority.
Dr. Rainer Baumgart Thomas Pleines
The share
On the last day of the fiscal year, the secunet share was
priced at 1 4.07. This figure represented an increase of
63 percent as compared to the annual low of 1 2.50.
However, this welcome development cannot hide the
fact that overall, the year 2001 gave little cause for
rejoicing.
In 2001, the Nemax All Share fell by 57 percent, and the
secunet share even recorded a decline of 75 percent
over the entire year. The year 2001 was therefore funda-
mentally characterized by a downward spiral rooted in
the unparalleled hype of the first half of 2000. While
there were certain indications towards the middle of
2001 that the downward slide could come to a standstill,
the lasting deterioration of the overall economic environ-
ment dashed these hopes. As a result, many companies
downscaled their plans, and ”profit warning” became
the most hated phrase of the year on the stock market.
120
100
80
60
40
20
(Index: 2 January 2001 = 100)
31 Mar 30 Jun 30 Sep 28 Dec
Price performance of the secunet share
(SIN 727650) for the period from 1 January
to 31 December 2001
secunet Security Networks AG
Key data on the secunet share
in the year 2001
High 1 20.00
Low 1 2.50
Start of the year 1 16.00
End of the year 1 4.07
Average daily trading volume
(on all German stock markets) 13,580 shares
8
Nemax All Share
secunet 9
Open communication
secunet was not spared from this development and
had to relinquish the goal of achieving a balanced result.
In August of this year, we were faced with a situation in
which, on one hand, the first six months had developed
entirely according to plan, but on the other hand, the
uncertain economic situation did not allow for a defini-
tive statement on development in the second half of the
year. We were, however, comfortably able to fulfil the
guidance which we issued in the middle of November
for the entire fiscal year 2001.
In the course of our capital market communication, we
informed the financial community openly and transpar-
ently of the existing planning uncertainties, and we had
the impression that this openness was rewarded. In
total, we carried out more investor and analyst discus-
sions in 2001 than in the year before. We sought these
discussions because even in – and especially in –
difficult times, the public has a right to be informed of
the activities at secunet, and also because we are
firmly convinced that it is worthwhile for investors to
have secunet shares in their accounts.
Potential for upward movement
At the start of 2002, there is a good possibility of head-
ing into a sustainable upward trend on the stock mar-
kets. Most of the negative news is already ”priced in”
to shares, the market adjustment has largely been
concluded and the lowest share prices were several
months back.
With its outstanding know-how, secunet is exceptionally
well positioned in one of the most attractive markets in
information technology. The IT security market will con-
tinue to grow at rates above 20 percent annually. The
secunet share remains an investment in one of the
most interesting companies in an extraordinarily promis-
ing market.
secunet 2001
Anna Kournikova, Code Red and Nimda –
Fine-sounding names, new threats
12
Trust is the basis for e-business
The fact that the focus of the public is often on the
activities of computer freaks without any immediate
economic interests leaves behind an uncomfortable
feeling. It seems difficult to believe that this same com-
puter expertise is not being used professionally as well –
without the perpetrators disclosing their identity on the
Internet. From there, it is only a small step to cyberwar
or cyberterrorism. The message from the events of the
year 2001 is therefore clear and unequivocal: dangers
originating on the Web are a serious threat to the use of
modern communications media.
All users – private or professional – can imagine for
themselves the disadvantages that they could face if
hackers found out their credit card numbers, a virus
deleted the entire contents of their hard drive or a com-
petitor gained access to highly sensitive research
results. In each case, the potential losses are tremen-
dous. Trust in security is therefore of the utmost impor-
tance, whether modern communications technologies
are used professionally or not.
The year 2001 once again showed that achieving IT
security is of increasing importance. Computer viruses
caused enormous damage, the Pentagon temporarily
removed its site from the Web and data on the partici-
pants of the World Economic Forum in Davos was
suddenly freely available – the list of known incidents
was longer in 2001 than ever before.
However, external attacks that take place in the public
eye reveal only a fraction of the security weaknesses of
networks. It is the hidden attacks, such as industrial
espionage and, above all, improper activity by internal
employees, that cause the lion's share of the damage.
These activities in particular either go unnoticed or, if
they are noticed, are usually not reported.
secunet 13
Security as a comprehensive and complex process
As nice as it would be, IT security cannot be achieved
by pressing a button or making a single investment.
Extremely sophisticated technical possibilities already
exist. Firewalls and virus protection programs have
reached a high degree of maturity in detecting and
warding off attacks; intrusion detection systems report
unauthorized access attempts and can even react quick-
ly and appropriately; and the authenticity, integrity and
confidentiality of messages can be almost completely
ensured with the help of digital signatures and virtual
private networks.
Even when the technical elements are seamlessly inte-
grated into the company, human and cultural aspects
must not be disregarded. Well over half of all network
disturbances are caused by internal perpetrators.
These disruptions are usually inadvertent; all too often,
file attachments are opened carelessly or computer
games are downloaded at work – as if the I-Love-You
virus had never existed. But a company must also be
protected against deliberate internal attacks.
Furthermore, it is of prime importance to sensitize
employees accordingly. There are numerous cases in
which viruses have taken advantage of security holes
that were known for years but never closed in time.
When new attacks occur, software manufacturers usual-
ly offer short-term patches to close the gaps that have
been discovered. Because it is usually a matter of react-
ing within just a few hours, the importance of profes-
sional security management as an ongoing process
becomes clear.
secunet makes the IT world more secure
Ultimately, a high degree of security can only be achie-
ved through an extensive combination of measures
taking into account technical, organizational, human and
cultural aspects. As a provider for the entire value chain
in IT security, secunet is exceptionally well-positioned to
create, implement and continually monitor comprehen-
sive concepts for IT security. We have proven this with
over 300 customers from all branches of industry. First
and foremost among these customers are international
blue chips such as Deutsche Post, Deutsche Telekom,
Novartis, ING, Hochtief and Dresdner Bank. Our goal
is to work together with our customers to make the
IT world more secure and to realize the enormous cost-
saving potential of the new communications technolo-
gies.
14
Digital signatures on the advance
This means, however, that it must be possible to posi-
tively establish the identity of the originator of a mes-
sage. This so-called authentication can, in the simplest
case, be accomplished through the use of passwords,
but lasting security can only be guaranteed by biometric
features or smartcards. The latter also enable the use of
asymmetric encryption methods, so that the signed files
cannot be read by unauthorized persons.
Digital signatures work with a key pair consisting of a
public and a private key. While the private key is gener-
ated in the smartcard, a so-called Public Key Infra-
structure (PKI) supplies the corresponding public key.
Within a PKI, a strictly monitored Trust Centre issues
digital certificates and checks their validity.
Digital documents are more secure than paper
The integrity of the message in a digitally signed docu-
ment must be verifiable. It does no good for senders to
be able to authenticate themselves positively if their data
– such as prices, amounts or term and conditions – was
manipulated during transmission. Digital signatures offer
an extremely secure solution to this problem because
they are directly linked to the data of the signed docu-
ment, so any subsequent changes to the document are
obvious.
The transfer of business processes and transactions
to electronic media is progressing inexorably. It seems
virtually inevitable, therefore, that an adequate replace-
ment for the handwritten signature will be created so
that all types of legally binding transactions can be
carried out electronically. The current status of this is
determined by an EU directive which establishes a
common framework for digital signatures within the
European Union, and which was implemented in
Germany in the year 2001.
Legal breakthrough in 2001
Legislation on digital signatures was essentially com-
pleted when the signature regulation under § 24 of
the German Digital Signature Act came into effect on
22 November 2001. At this point, one can speak of a
legal breakthrough of the digital signature. Even though
it will take some time to adapt all the necessary rules
and regulations – experts mention a figure of over
3000 here – the coast is finally clear for legally binding
electronic business processes in Europe.
Digital certificates enable the highest security
The EU directive specifies four quality levels for elec-
tronic signatures, of which the two highest levels – the
”qualified electronic signature” and the ”qualified elec-
tronic signature with service provider accreditation” –
are considered equal to a handwritten signature.
secunet 15
In this respect, the great advantage of electronic docu-
ments is that detailed logs can be created which reveal
whether subsequent changes were made. This makes
electronic documents even more secure than paper
ones, because skillful forgeries are almost impossible
to prove with the latter.
Considerable new possibilities
Digitally signed documents open up considerable new
possibilities. Through digital signatures, the advantages
of modern communications media can be expanded to
cover all the processes that, up to now, made a hand-
written signature necessary.
The activities that are of interest to private users here
are those which previously involved a great deal of
effort. With electronic data traffic, it is not necessary to
wait in long lines at offices or banks, there are no limited
opening hours and, above all, the often tedious process
of applying for a passport or reporting a change of
address is done away with.
Companies can shift more and more of their activities
to electronic marketplaces and can increasingly handle
both internal and external processes electronically, even
when highly sensitive data must be transmitted.
There are considerable cost savings connected with
this. The possibilities are just as great in the area of
public administration, where the exchange and process-
ing of electronic files can speed up and simplify many
procedures.
secunet contributes to developments
secunet has helped shape the requirements for the
recognition of digital signatures. The company was
involved in the conception and realization of all the Trust
Centres in Germany which have been approved for
compliance with the Digital Signature Act.
secunet has also played a key role for international cor-
porations, which often construct their own PKI infra-
structures to handle internal processes. The high tech-
nological standards of digital signatures will contribute
considerably to establishing the necessary trust in the
new communications media. secunet will continue to
take a leading part in this development.
16
SINA – High-security internetwork architecture
for government and private institutions
The secure internetwork architecture – SINA for short –
is the product of a development contract from the
German Federal Office for Information Technology
Security (Bundesamt für Sicherheit in der Informations-
technik, or BSI). secunet was commissioned with the
task of developing a technology that set new standards.
No product available on the market met the specific
security requirements of government authorities,
particularly as regards the handling of high-security
data, such as classified information.
The architecture consists of the SINAvpn® Thin Client,
the SINAvpn® Box (IPSec-VPN gateway) and SINAvpn®
Management. In November 2001, the BSI tentatively
issued a security authorization of ”VS-VERTRAULICH” –
or ”CONFIDENTIAL” – for the first component of the
architecture, the SINAvpn® Box with software-based
cryptography. This is a secrecy level that, up to now,
was exclusively reserved for IT security products with
hardware-based cryptography.
High confidentiality
The basic structure of SINA corresponds to that of a
Virtual Private Network, or VPN. In these systems, all
communication between company locations or individual
participants is encrypted. This makes it practically
impossible for unauthorized persons to read or modify
information in high-quality systems.
When integrated and used correctly, VPNs are a very
promising method of guaranteeing the security needed
for exchanging sensitive information over insecure
public networks. However, numerous technical details
must be taken into account here in order to ensure the
greatest possible protection from attackers.
Sophisticated security features
SINA is based on an extremely minimal and specially
”hardened” version of LINUX. This operating system,
which is available on the market free of charge, offers
the advantage that all of its control functions are open.
Sensitive data remains in the protected area the entire
time it is being processed. On the SINAvpn® Thin Client,
the Terminal Server protocol only processes user input
and displays soft copies of the application servers. This
SINAvpn® component works online, does not have a
hard drive and is loaded from a CD-ROM or flash ROM.
No complex measures for hard drive encryption are
necessary.
secunet 17
Smooth integration
No security system will be generally accepted in the
long term if it noticeably interferes with everyday work.
SINA addresses this situation by maintaining the usual
”look and feel” of the open-system world, which means
that users can continue to work seamlessly in the
environment that is familiar to them. With a SINAvpn®
Thin Client, it is also possible to process protected data
safely and use the Internet – despite all of its potential
threats – at the same time.
We have paid particular attention to the universal
applicability of SINA. SINA therefore uses only proven,
standard PC hardware which is available in the long term
and is economical as well. SINA is also future-proof as
regards rapid developments in processor technology.
The clock speed of processor hardware doubles nearly
every 18 months. SINA increases data throughput speed
in step with this, without changing the underlying soft-
ware.
The basis for all security applications
Users authenticate themselves to SINA with the help of
a smart card, which enables a high level of trust. It is
especially important that SINA works together with
PKIs, so that full advantage can be taken of the benefits
of digital signatures. The open architecture guarantees
long-term expandability, which means that new encryp-
tion algorithms can be added, for example. SINAvpn®
components have high-performance packet filters (fire-
wall functionality), as well as intrusion detection and
response functions, which represent state-of-the-art
technology. These functions monitor security-relevant
processes, and if external or internal individuals without
authorization attempt to gain access to protected areas,
they can initiate the necessary countermeasures.
The SINA success story is just beginning
In total, SINA is an extraordinarily powerful and compre-
hensive architecture for secure communication over
public networks which offers users considerable cost
advantages while maintaining the high security level of
private networks.
With SINA, the enormous potential of modern communi-
cation can be exploited without making concessions in
security. On the basis of this, secunet is continuing its
work. In February 2002, we received a follow-up con-
tract from the BSI for the further development of SINA,
and we were also able to announce a large contract
worth 1 4.7 million from a federal government authority
for the integration of SINA.
Combined management report on the financial statements of secunet AG and the secunet group
Market environment
20
The following trends are currently emerging in the area
of IT security:
1. Direct creation of value through IT security
With an eye to technologies, corporate customers are
paying close attention to the direct creation of value
through investments, particularly in the area of IT security.
This leads to a stronger focus on the analysis of process
chains and the improvement of security management
for existing and planned e-business applications.
The implementation of Virtual Private Networks (VPN)
for secure use of the Internet as an economical commu-
nications medium is also being promoted heavily.
2. Demand for comprehensive know-how
Now more than ever, customers expect IT security
companies to possess comprehensive know-how
encompassing all areas – from analysis, concept, imple-
mentation and training, to service and security manage-
ment. Service providers are required to cover the entire
spectrum of IT security, because individual measures
can fall flat if they are not effectively integrated in an
overall concept.
The global economy deteriorated considerably in the
year under review. In the wake of this development,
the entire IT industry recorded serious losses, and the
market for IT security was not exempt from this trend.
On the other hand, attacks in the area of information
technology are continuing to increase drastically. The
number of known cases of viruses, hacker attacks
and industrial espionage more than doubled in the past
year. Even more important are the unreported incidents
because the majority of economically relevant cases,
such as industrial espionage, probably fall into this
category.
For companies, this means that security in information
technology is the prerequisite for using modern commu-
nications media in everyday business processes. Large
software companies are addressing this fact by making
security the top priority in their development work.
IT security specialists are driving development forward
at full speed in order to offer customers the appropriate
solutions. In the future, therefore, IT security will be one
of the most dynamic markets in the entire IT sector.
The renowned research institutes Metagroup and Data-
monitor foresee average annual growth rates of 26 per-
cent over the next four years for IT security services.
secunet 21
3. Digital signatures on the advance
In the year 2001, the breakthrough for the legal validity
of digital signatures was achieved in the EU. This has
laid the foundation for further opportunities to rationalize
business processes, particularly those involved with
processing highly sensitive information or dealing with
high monetary values. Examples of these include
e-procurement, purchasing and the archiving of docu-
ments.
11.1
Sales in 5 million
200120001999
18.0
22.4
Sales and orders
In fiscal year 2001, secunet was able to increase its
sales by 24 percent to 1 22.4 million (previous year:
1 18.0 million). The majority of sales (89 percent) was
achieved by the German stock corporation, secunet
Security Networks AG, the remaining 11 percent by our
foreign subsidiaries. However, it should be noted that
we supervised numerous foreign ventures on a project
by project basis from Germany; the total proportion of
overall sales achieved abroad therefore comes to
19 percent.
The orders on hand as of the end of 2001 amounted to
1 5.5 million. This is an increase of 6 percent compared
to the orders on hand as of 31 December 2000, which
totalled 1 5.2 million. Thanks to two larger orders at the
start of fiscal year 2002, the orders on hand at the end
of February 2002 rose to 1 12.1 million.
22
Earnings
Personnel expenses are the most important item on the
cost side, with 67 percent of sales. At 1 15.1 million,
this amount has risen by 19 percent compared to the
year before (1 12.7 million). This percentage increase
largely corresponds to the growth rate of the average
number of employees. Other operating expenses
increased by 3 percent to 1 8.1 million in comparison
with the year before (1 7.9 million).
The operative result (earnings before interest and taxes,
or EBIT) of – 1 5.7 million is on the same level as the
previous year’s EBIT, which amounted also to – 1 5.7
million. Furthermore, the EBIT 2001 includes a net
amount of – 1 0.6 million, which does not affect liquidity,
from the deconsolidation of our foreign subsidiaries in
the USA, the Netherlands and Portugal, with which
secunet parted in the fourth quarter of 2001. Not includ-
ing this amount, the EBIT comes in at – 1 5.1 million, a
11 percent improvement over the EBIT of last year.
After interest income (1 0.4 million) and deferred taxes
of 1 0.4 million, the annual result for 2001 comes to
– 1 4.8 million. Adjusted for a net amount of – 1 1.5
million from the deconsolidation mentioned earlier, the
annual result amounts to – 1 3.3 million (previous year:
– 1 3.4 million). This corresponds to earnings per share
(EPS) of – 1 0.73 or, adjusted for the extraordinary item,
of – 1 0.50 (previous year: – 1 0.53).
Reported in accordance with the German Commercial
Code, an EBIT of – 1 4.0 million was achieved by the
secunet AG. This result includes a net effect through the
separation from the foreign companies in the amount of
1 0.6 million. In accordance with the German Commercial
Code, an additional – 1 2.2 million due to this extraordi-
nary item is accounted for in the financial result, which
also includes 1 0.4 million in interest income. After
interest and taxes, the annual result is – 1 5.7 million,
which corresponds to an EPS of – 1 0.87.
Overall, the earnings situation is unsatisfactory. The
decisive factor in this development was the sharp decline
of the economy during the reporting period, which also
affected the IT security industry and led us to downscale
our sales planning. After greatly expanding our number
of personnel in the year 2000 in order to prepare our-
selves for further growth, personnel expenses were too
high for the sales that were ultimately reached. Even
though we quickly and consistently took the necessary
steps, relief on the cost side will reach its full effect
in 2002.
secunet 23
Assets and financial situation
Total assets at the end of the reporting period amount-
ed to 1 22.6 million. This is 21 percent less than on
31 December 2000 (1 28.8 million). With an equity ratio
of 73 percent as of 31 December 2001, this relation
changed little compared to the previous year (74 percent).
secunet did not take out any loans in the reporting period
and therefore has liabilities to banks of just 1 2 thsd.
The total of cash and cash equivalents and current
assets (terms under three months) amounts to 1 7.9
million at the end of the year and thus forms a solid
financial foundation for fiscal year 2002.
Fourth quarter 2001
In the fourth quarter of 2001, sales of 1 6.2 million were
attained (fourth quarter 2000: 1 7.0 million). The EBIT in
the fourth quarter of 2001 came in at – 1 1.4 million and
also includes the extraordinary item mentioned earlier;
without this item, the EBIT amounts to – 1 0.8 million
(fourth quarter 2000: – 1 1.6 million). The operative loss
could therefore be halved despite a 12 percent decline
in sales, so our course of consolidation already showed
positive effects in the fourth quarter of 2001.
149
Employees as of 31 December
200120001999
240204
24
International activities
In order to improve its earnings situation significantly,
secunet parted with its foreign subsidiaries Seculab Inc.
(USA), Secunet Security Networks Nederland B.V.
(Netherlands) and Safenet/Secunet Segurança de
Sistemas de Informação Lda. (Portugal) at the end of
the year. This clear cut has its roots in the fact that the
foreign subsidiaries had fallen considerably short of
plans, a situation which led to unsatisfactory earnings in
the group and which was not expected to improve
fundamentally in the foreseeable future. Without these
three subsidiaries, we expect cost relief of around
1 1 million per year.
With the separation from the foreign companies,
restructuring at secunet is proceeding aggressively.
A regional presence is less important than technical
know-how or special industry knowledge. We have
therefore organized ourselves more strictly according to
industries and technology competencies. With this
approach, secunet will still be able to handle internation-
al projects in full in the future, without being represent-
ed regionally.
Employees
In fiscal year 2001, the number of employees at secunet
decreased by 36 to 204 by the end of the year. This cor-
responds to a personnel reduction of 15 percent com-
pared to 31 December 2000, at which time 240 people
were employed in the group. On average, secunet had
224 employees during the course of the year. This cor-
responds to an increase of 30 employees, or 15 percent,
over the yearly average for 2000 (194 employees).
The personnel cuts were distributed equally across the
individual market units and our central office. We were
careful to ensure that all the units of the company
remained fully functional and that further company
growth would not be slowed by any limiting factors.
In the market units, the personnel adaptation was gov-
erned strictly by productivity criteria. Our customers still
have access to highly qualified consultants, with whom
we cover the entire spectrum of IT security services at
the highest level.
secunet 25
Projects and customers
In the year 2001, we acquired 140 new customers.
Based on the 205 customers at the end of 2000, this
corresponds to an increase of 68 percent. The current
figure of 345 customers shows that we have carried out
smaller projects in medium-sized companies to a greater
extent than in the past. We have thus been able to
extend our market activity successfully from large blue-
chip companies to mid-sized firms.
Our customers have placed growing importance on the
concrete business goals that can be achieved through
secure communication. Ultimately, IT security must save
customers expenses, either by increasing the efficiency
of business processes, reducing transaction costs or
strengthening customer loyalty. For all of these ele-
ments, it is necessary to have reliable security systems
which guarantee the required trust.
With SINA, the secure internetwork architecture, we
have established a high-security, high-performance
solution. We were contracted to develop this architec-
ture by the German Federal Office for IT Security
(Bundesamt für Sicherheit in der Informationstechnik, or
BSI), with whom we presented SINA at the SYSTEMS
trade fair in Munich. At the end of the reporting period,
the SINA family of solutions consisted of the SINAvpn®
Thin Client, SINAvpn® Box (an IPSec-gateway) and
SINAvpn® Management. In November 2001, the
SINAvpn® Box was tentatively approved by the BSI as
being suitable for classified information up to and includ-
ing a security level of ”CONFIDENTIAL.”
The topic of Public Key Infrastructures (PKI), the techni-
cal basis for digital signatures, was of considerable
importance as well. Our customers still include all Trust
Centres that are compliant with the German Digital
Signature Act. We also held a conference on Identrus,
the global PKI banking standard; the more than 150
conference participants were testament to the enor-
mous interest that private industry takes in consistent
security standards.
Investments will continue to increase as standardized
solutions are accepted, general security consciousness
grows and we move from technical prototypes to high-
quality, user-friendly solutions. Developments are
heading in the direction of legally binding electronic
signatures with the help of smart cards. secunet has
in a leading role in a number of projects in this area.
94
Customers as of 31 December
200120001999
205
345
26
nomic developments. With the SINA project in particular,
we will focus more intensely on government contracts,
which will allow our business to achieve a certain degree
of economic independence. We will also strengthen our
sales activities in the area of private industry in order to
generate orders even in a relatively weak market envi-
ronment. On the cost side, we are still prepared and able
to make adjustments so that our goal of a balanced
result is not jeopardized.
With regard to technological risks, secunet deliberately
chooses to take a very secure approach. As a vendor-
neutral service provider, we are not affected by product
risks. The challenge for us is to keep our consultants up
to date on the current status of all hardware and soft-
ware components. This enables us to offer a high degree
of competence for all available products, without having
any product risk of our own. If secunet develops solu-
tions, such as SINA, it does so only when contracted by
customers, so that the development costs are covered
in full.
Relations with affiliated companies
For fiscal year 2001, the board of management drew up
a report on relations with affiliated companies as requir-
ed under § 312, para. 3, of the German Stock Corpora-
tion Act. In conclusion, this report declares that, to the
best of the board of management's knowledge at the
time of the legal transaction, secunet received an appro-
priate compensation in return for every legal transaction
carried out.
Early warning system
In the period under review, our early warning system for
risks gave us prompt and detailed insight into the risk
structures relating to all developments that could be a
threat to the continued existence of the company or the
achievement of its goals. The risk assessment commit-
tee held monthly meetings which were attended by
representatives from all areas of the company. Risks
specific to the company were evaluated and proposals
for countermeasures were worked out. The board of
management examined these measures and imple-
mented them swiftly.
The year 2001 clearly showed that the weakness of the
economy negatively affected the market for IT security
and the business performance of secunet. This means
that special attention must now be paid to overall eco-
secunet 27
Outlook
secunet took steps to address the economically deter-
mined reduction of sales potential quickly and, above all,
in a result-oriented way. By restructuring our sales activi-
ties – and strengthening our industry orientation in par-
ticular – we were able to improve our market perform-
ance considerably. Furthermore, secunet was consis-
tent in orienting itself strategically on the trends in the
IT security market that were described at the outset of
this report. Most notably, the family of solutions for
secure internetwork architecture, SINA, will contribute
to our excellent positioning in the area of VPN solutions.
At the start of 2002, we already received a follow-up
contract from the BSI and were able to announce a large
contract worth 1 4.7 million from a federal authority.
With our clear focus on IT security, we are in a position
to cover the entire spectrum of requirements at the
highest level. Moreover, as a vendor-neutral provider, we
have great experience with all products available on the
market, so customers receive the individual solutions
that are best for them. We can now make this extensive
experience available to mid-size companies as well.
With regard to electronic signatures, secunet has gained
unique experience by supporting all of the Trust Centres
in Germany that are compliant with the German Digital
Signature Act. On the basis of this, we are a competent
partner to our customers in the area of PKI structures
for both internal communication and external business
relationships.
Our good position on the market is accompanied by a
reduced cost base. secunet is therefore heading into
fiscal year 2002 both streamlined and strengthened.
Thanks to the SINA family of solutions, which has
encountered a great deal of interest from government
authorities in particular, our business is to a certain
extent independent of the economy. Furthermore,
we expect positive sales momentum from a reviving
economy. Our goal is to be able to present a balanced
result for the entire year.
Consolidated financial statements (IAS)
30
Assets Notes 31 Dec 2001 31 Dec 2000
5 5
Current assets
Cash and cash equivalents (1) 7,862,476.00 10,891,257.79
Trade accounts receivable (2) 6,249,414.96 9,223,341.21
Accounts receivable due from related parties (2) 216,642.75 241,495.16
Deferred tax asset (5) 200,000.00 0.00
Prepaid expenses and other current assets (2) 334,398.71 359,294.65
Total current assets 14,862,932.42 20,715,388.81
Non-current assets
Property, plant and equipment (3) 1,983,589.61 1,773,025.81
Intangible assets (3) 138,402.72 239,437.36
Goodwill (3) 0.00 669,104.00
Investments (4) 0.00 38,524.73
Notes reveivable/loans (4) 42,910.51 32,115.05
Deferred taxes (5) 5,605,737.31 5,299,891.82
Total non-current assets 7,770,640.15 8,052,098.77
Total assets 22,633,572.57 28,767,487.58
Intangible assets
Goodwill Negative Software
difference from
initial consolidation
5 5 5
Accumulated acquisition costs as at 1 Jan 2001 862,611.38 – 85,563.00 513,120.85
Disposals, change in scope of consolidation – 862,611.38 0.00 0.00
Additions 0.00 0.00 32,122.07
Disposals 0.00 85,563.00 – 5,806.65
As at 31 Dec 2001 0.00 0.00 539,436.27
Accumulated depreciation 1 Jan 2001 107,944.38 0.00 273,683.49
Disposals, change in scope of consolidation – 733,744.32 0.00 0.00
Additions 625,799.94 0.00 129,455.93
Disposals 0.00 0.00 – 2,105.87
As at 31 Dec 2001 0.00 0.00 401,033.55
Residual book value 31 Dec 2001 0.00 0.00 138,402.72
Consolidated balance sheet of secunet Security Networks (IAS)
Consolidated fixed assets movement schedule of secunet Security Networks (IAS)
Equity and liabilities Notes 31 Dec 2001 31 Dec 2000
5 5
Current liabilities
Current portion of capital lease obligation (6) 188,251.17 0.00
Short-term debt and current portion of long-term debt 2,172.40 560.73
Trade accounts payable (6) 619,449.47 2,792,950.42
Accounts payable due to related parties (6) 41,396.04 382,208.32
Accrued expenses (7) 2,744,200.51 2,208,384.48
Other current liabilities (6) 1,171,583.79 1,377,663.47
Prepaid expenses 271,536.85 0.00
Total current liabilities 5,038,590.23 6,761,767.42
Non-current liabilities
Capital lease obligations, less current portion (6) 459,172.47 0.00
Deferred revenues (5) 214,351.61 156,103.99
Pension accrual (7) 448,560.00 361,464.44
Total non-current liabilities 1,122,084.08 517,568.43
Minority interest 0.00 227,118.19
Equity
Share capital (8) 6,500,000.00 6,500,000.00
Additional paid-in capital (8) 21,922,005.80 21,922,005.80
Treasury stock (8) – 87,585.49 0.00
Accumulated profit/deficit – 11,926,884.10 – 7,160,972.26
Accumulated other comprehensive income/loss (8) 65,362.05 0.00
Total equity 16,472,898.26 21,261,033.54
Total equity and liabilities 22,633,572.57 28,767,487.58
Property, plant and
equipment Investments Total
Other equipment,
factory and
office equipment
5 5 5
3,212,984.54 70,639.78 4,573,793.55
– 49,999.97 0.00 – 912,611.35
1,373,758.53 17,270.12 1,423,150.72
– 388,421.79 – 6,474.67 – 315,140.11
4,148,321.31 81,435.23 4,769,192.81
1,439,958.73 0.00 1,821,586.60
– 17,548.50 0.00 – 751,292.82
1,011,372.87 38,524.72 1,805,153.46
– 269,051.40 0.00 – 271,157.27
2,164,731.70 38,524.72 2,604,289.97
1,983,589.61 42,910.51 2,164,902.84
secunet 31
32
1 Jan – 31 Dec 2001 1 Jan – 31 Dec 2000
Notes 5 5
Revenues (9) 22,372,921.22 18,015,549.21
Other operating income (10) 372,679.06 393,391.88
Cost of purchased materials and services (11) – 3,407,309.09 – 2,288,197.35
Personnel expenses (12) – 15,109,185.25 – 12,678,757.54
Depreciation and amortization (13) – 1,140,828.80 – 1,183,211.31
Amortization (and impairment) of goodwill (3) – 625,799.94 – 107,944.38
Amortization of investments (4) – 38,524.72 0.00
Other operating expenses (14) – 8,109,392.82 – 7,892,780.79
Operating income/loss – 5,685,440.34 – 5,741,950.28
Interest income and expense (15) 352,350.87 555,306.50
Foreign currency exchange gains/losses 13,074.78 0.00
Result before income taxes
(and minority interest) – 5,320,014.69 – 5,186,643.78
Income tax (5) 437,703.87 1,759,148.58
Result before minority interest – 4,882,310.82 – 3,427,495.20
Minority interest 116,398.98 17,881.81
Net income/loss – 4,765,911.84 – 3,409,613.39
Net income per share (basic) – 0.73 – 0.53
Net income per share (diluted) – 0.73 – 0.53
Weighted average number of shares
outstanding (basic) 6,493,967 6,500,000
Weighted average number of shares
outstanding (diluted) 6,500,000 6,500,000
Consolidated income statement of secunet Security Networks (IAS)
secunet 33
1 Jan – 31 Dec 2001 1 Jan – 31 Dec 2000
5 5
Cash flows from operating activities
Net profit/loss – 4,765,911.84 – 3,409,613.39
Adjustments for:
Minority interest – 116,398.98 – 17,881.81
Depreciation and amortization 1,805,153.46 1,291,155.69
Increase/decrease in provisions and accruals 175,313.72 – 1,600,908.84
Foreign exchange gains/losses – 13,074.78 0.00
Other (not involving movement of cash) 50,599.32 73,974.87
Change in net working capital 1,236,928.63 – 939,101.75
Net cash provided by (used in) operating activities – 1,627,390.47 – 4,602,375.23
Cash flows from investing activities
Purchase of property, plant and equipment – 1,423,150.72 – 1,768,682.08
Proceeds from sale of equipment 43,982.84 44,871.07
Other 0.00 – 934,505.02
Net cash used in investing activities – 1,379,167.88 – 2,658,316.03
Cash flows from financing activities
Proceeds from issuance of share capital 0.00 1,950,000.00
Purchase of treasury stock – 87,585.49 0.00
Payments by minority interests 0.00 245,000.00
Decrease/increase in other current financial receivables 0.00 5,112,918.81
Net cash provided by (used in) financing activities – 87,585.49 7,307,918.81
Net effect of currency translation in cash and cash equivalents 65,362.05 0.00
Net increase/decrease in cash and cash equivalents – 3,028,781.79 47,227.55
Cash and cash equivalents at beginning of period 10,891,257.79 10,844,030.24
Cash and cash equivalents at end of period 7,862,476.00 10,891,257.79
Income/loss
Share Additional carried Net income/ Total
capital paid-in capital forward loss
5 5 5 5 5
Equity as of 31 Dec 1999 6,500,000.00 20,102,005.80 – 1,205,198.04 – 2,546,160.83 22,850,646.93
Contribution to additional
paid-in capital 1,820,000.00 1,820,000.00
Income/loss carried forward – 3,751,358.87 3,751,358.87 0.00
Net income/loss 1 Jan – 31 Dec 2000 – 3,409,613.39 – 3,409,613.39
Equity as of 31 Dec 2000 6,500,000.00 21,922,005.80 – 3,751,358.87 – 3,409,613.39 21,261,033.54
Reserves treasury stock – 87,585.49 – 87,585.49
Foreign currency differences 65,362.05 65,362.05
Income/loss carried forward – 7,160,972.26 7,160,972.26 0.00
Net income/loss 1 Jan – 31 Dec 2001 – 4,765,911.84 – 4,765,911.84
Equity as of 31 Dec 2001 6,500,000.00 21,899,782.36 – 7,160,972.26 – 4,765,911.84 16,472,898.26
Consolidated cash flow statement of secunet Security Networks (IAS)
Consolidated statement of changes in equity of secunet Security Networks (IAS)
34
Notes to the consolidated financial statements of secunet Security Networks AG
for fiscal year 2001 (IAS)
The consolidated financial statements as at
31 December 2001 are prepared in euros and in accor-
dance with the International Accounting Standards (IAS)
of the International Accounting Standards Committee
(IASC). They comply with Directive 83/349/EEC.
According to § 292 a, which was incorporated into the
German Commercial Code (HGB) within the scope of
the German Capital Raising Facilitation Act, these con-
solidated financial statements prepared in accordance
Scope of consolidation
Besides secunet Security Networks AG itself (hereafter
referred to as ”secunet AG”), all subsidiaries in which
secunet holds a direct or indirect voting majority are
included in the consolidated financial statements.
As at 31 December 2001, the scope of consolidation has
been reduced from six to four companies, due to addi-
tions and disposals. In addition to secunet, three foreign
companies were consolidated, including one that was
consolidated for the first time. Two companies are no
longer included in the scope of consolidation, one com-
pany has been merged. First-time consolidation and
deconsolidation, respectively, is always carried out as of
the date on which the shares are acquired or disposed of.
At the supervisory board meeting on 19 March 2001, it
was resolved to spin off the existing Czech branch as an
independent company. On 14 August 2001, secunet
s.r.o./Czech Republic was founded with a share capital
of CZK 900,000. secunet AG is the sole shareholder.
At the supervisory board meeting on 7 November 2001,
it was resolved to wind up Seculab Inc./USA by
31 December 2001. The company discontinued opera-
tions as of 28 November 2001 and is currently in liqui-
dation. The company was deconsolidated effective
28 November 2001.
At the supervisory board meeting on 7 November 2001,
it was resolved to sell the 51 percent share in Secunet
Security Networks Nederland B.V./The Netherlands by
31 December 2001. The shares held by secunet AG
were reacquired by the previous shareholders for 1 1.00
as of 1 December 2001. Before this transaction,
secunet AG transferred an amount of 1 75 thsd. into
additional paid-in capital.
At the supervisory board meeting on 25 July 2001, it
was resolved to merge SwissIT Informationstechnik AG
with secunet AG Schweiz/Switzerland. The merger was
carried out on 23 October 2001 and became economi-
cally effective on 1 July 2001. The name of the new
company is secunet SwissIT AG. It has a share capital of
CHF 350,000.
with IAS exempt companies from the obligation of
making further disclosures. The provisions of German
Accounting Standard 1 (DRS 1) were observed.
To improve the presentation of the company's asset and
earnings position, the consolidated balance sheet and
the consolidated income statement were converted to a
structure reflecting international practice during the year
under review. Previous year's figures were adapted
accordingly.
Principles of consolidation
The financial statements of the foreign companies
included in consolidation are prepared in accordance
with uniform accounting principles and valuation meth-
ods. Capital consolidation is performed by offsetting the
investments' carrying amounts against the equity of the
subsidiaries, which is to be valued on a pro-rata basis at
the time of acquisition. Assets and debts were quoted
at their respective fair values.
secunet 35
Currency translation
Functional currency translation is used for translation
purposes. In the consolidated financial statements, the
balance sheet items of all foreign countries are trans-
lated from the respective local currency into euros at
exchange rates prevailing on the balance sheet date and
according to official regulations, as the main foreign
companies included in the consolidated financial state-
ments run their business independently in their local
currency. Differences compared to currency translations
in the previous year are offset against equity with no
effect on earnings. Goodwill is accounted for as an asset
in the reporting currency. Expense and income items are
translated at average annual rates.
The following rates of exchange were used as a basis
for currency translation in countries not participating in
the European Monetary Union:
Accounting principles
The consolidated financial statements of secunet AG as
of 31 December 2001 have been prepared in euros and
in accordance with the currently applicable International
Accounting Standards (IAS). The interpretations of the
Standing Interpretations Committee (SIC) are also taken
into account.
The fiscal year of the company equals the calendar year.
The income statement was drawn up using the nature
of expense method.
In 5 US$ CHF CZK
30 Jan 2001 0.9300 1.5298 –
28 Feb 2001 0.9247 1.5418 –
30 Mar 2001 0.8814 1.5262 –
30 Apr 2001 0.8869 1.5371 –
31 May 2001 0.8479 1.5210 –
30 Jun 2001 0.8444 1.5194 –
31 Jul 2001 0.8745 1.5106 –
31 Aug 2001 0.9165 1.5152 –
30 Sep 2001 0.9208 1.4803 –
31 Oct 2001 0.9047 1.4699 34.1108
30 Nov 2001 0.8883 1.4696 33.1211
31 Dec 2001 0.8859 1.4820 31.9588
Average 0.8922 1.5086 33.0636
The asset differences remaining are capitalized as good-
will and depreciated with an effect on income over a
period of up to 5 years, depending on their future useful
life. Negative balances arising from first-time consolida-
tion are stated under assets like goodwill and dissolved
in accordance with IAS 22.61 to 22.63.
Expenses and income as well as receivables and liabili-
ties between consolidated companies are eliminated.
Any intercompany profits of secondary importance are
eliminated. Depreciation on investments in consolidated
companies which were included in the stand-alone
financial statements of such companies is generally
reversed.
36
Notes to the balance sheet
(1) Cash and cash equivalents
We consider as cash and cash equivalents all highly liquid
assets which are not subject to any restrictions on with-
drawal or use. These include short-term bank deposits
with a maturity up to three months. Cash and cash
equivalents are carried at their nominal value.
The development of cash and cash equivalents as per
IAS 7 is shown in the cash flow statement on page 33.
Cash and cash equivalents include two time deposits
with banks valued at 1 5,200 thsd. with a maturity run-
ning until 7 January 2002. The interest rate is 3.34 per-
cent and 3.39 percent per annum, respectively.
The maximum risk of default of all financial instruments
shown in the balance sheet corresponds to the book
values.
(2) Accounts receivable and other assets
(3) Property, plant and equipment and intangible assets
31 December 2001 of 1 888,674.00 (31 December 2000:
1 660,958.00).
All accounts receivable due from related parties were
trade accounts receivable in the year under review.
Prepaid expenses include prepayments for the
Designated Sponsorship Agreement, maintenance
agreements, and expenses for CeBIT 2002.
Reductions in purchase prices were deducted.
The development of fixed assets is shown below: See
page 30, consolidated fixed assets movement schedule
according to IAS.
The remaining maturity of all accounts receivable is less
than one year.
Accounts receivable and other assets are always carried
at nominal value; individual valuation allowances have
been made as necessary.
Foreign currency receivables are valued at the lower of
historical rate or buying rate at the balance sheet date.
Trade accounts receivable include a deferred amount for
consultancy services not yet charged to customers on
Additions to intangible assets and property, plant and
equipment are capitalized at historical cost (acquisition
or production cost). Acquisition costs include incidental
acquisition costs that can be attributed to specific items
and subsequent purchasing costs.
principles requires that management makes estimates
and assumptions which affect the amounts stated under
assets and liabilities and also requires the disclosure of
contingent receivables and liabilities on the closing date
of the annual financial statement and of revenues and
expenses during the period under review. Actual results
may differ from these estimates.
secunet provides technical security services in tele-
communications and information technology. This in-
cludes consulting services and the provision of system
solutions for information security and related activities.
The preparation of consolidated financial statements in
accordance with generally acknowledged accounting
Property, plant and equipment
Factory and office equipment is depreciated over a
period of 4 to 10 years.
Scheduled depreciation on property, plant and equip-
ment was made using the declining balance or straight-
line method based on the anticipated useful life.
There was no need to take account of unscheduled
depreciation as per IAS 16.
No restrictions on the disposal of property, plant and
equipment exist, nor was property, plant and equipment
pledged to lenders.
Intangible assets
The intangible assets acquired for financial consideration
(computer software) are depreciated on a straight-line
basis over 3 years. Software costing up to 1 1,023 (trivial
software) is shown under the item ”factory and office
equipment”.
No expenses for research and development were
incurred in the last two fiscal years.
Goodwill
Goodwill arising from capital consolidation during the
previous year was written off in full in the year under
review. The discontinuation of operations in the United
States has resulted in unscheduled depreciation in the
amount of 1 613,550.26.
(4) Investments and notes receivable/loans
Notes receivable/loans include shares of guarantee
funds resulting from reinsurance in the amount of
1 39,175.00 as confirmed on the balance sheet date by
AHV Alters- und Hinterbliebenen-Versorgungsstelle der
Technischen Überwachungsvereine – VVaG, Essen
(”AHV”). These are based on the reinsurance of pension
obligations for secunet employees formerly employed
by companies in the Aktaios Group.
Following the approval of the supervisory board on
7 November 2001 regarding the liquidation of Safenet/
Secunet Segurança de Sistemas de Informação
Lda./Portugal, a full valuation allowance was made on
the carrying value of the investment in this holding in
the amount of 1 38,524.72.
(5) Income tax
Actual taxes in the amount of 1 9,893.99 were incurred
in the year under review. Deferred taxes for temporary
discrepancies between the commercial balance sheet
and the tax balance sheet and deferred tax assets on
the loss carried forward were calculated on the basis of
the liability method in accordance with IAS 12. Deferred
tax assets on the loss carried forward were capitalized
since it is expected that deferred taxes will be offset
against future earnings by the year 2005. The domestic
tax rate used was that quoted in the 2001 Tax Reduction
Act (39.90 percent trade income tax and corporation tax
including solidarity surcharge). Due to the deconsolida-
tion of holdings in the USA and the Netherlands,
deferred tax assets in the amount of 1 956,294.26 were
dissolved and charged to expenses.
The tax rates applicable in the countries concerned were
used to calculate deferred tax assets for foreign sub-
sidiaries.
secunet 37
38
Book value Present value
5 5
Up to 1 year 193,898.71 188,251.17
More than 1 year but less than 5 years 472,947.64 459,172.47
More than 5 years 0.00 0.00
Total 666,846.35 647,423.64
The deferred tax assets are broken down as follows:
(6) Liabilities
In fiscal year 2001, the company entered into a total of
36 leasing contracts for company cars for a net purchase
price of 1 882,826.90. The leasing contracts are to be
regarded as finance leasing and have a term of 4 years.
Autop Deutschland GmbH & Co.KG/Meerbusch is the
lessor. The cars are accounted for by secunet. They are
depreciated according to the straight-line method over a
period of 4 years. Finance leasing liabilities are carried at
present value. Calculations were based on an internal
interest rate of 3 percent.
All remaining liabilities are stated at their respective
repayment amounts.
Foreign currency liabilities are valued at the higher of
cost or selling rate as at the balance sheet date.
The liabilities due to related parties concern trade
accounts payable.
Balance Income statement 31 Dec 2001
brought expenses/
forward earnings 2001
5 5 5
Deferred tax assets
due to pension accruals and
similar obligations 74,287.34 3,216.29 77,503.63
due to loss carried forward
net income/loss for the year 5,118,864.68 439,575.09 5,558,439.77
due to other matters 106,739.80 63,054.11 169,793.91
Total deferred tax assets 5,299,891.82 505,845.49 5,805,737.31
Deferred tax liabilities
due to accounts receivable – 128,230.52 – 68,329.18 – 196,559.70
due to reserves – 27,873.47 10,081.56 – 17,791.91
Total deferred tax liabilities – 156,103.99 – 58,247.62 – 214,351.61
Total 5,143,787.83 447,597.87 5,591,385.70
secunet 39
2001 2000
5 5
As at 31 December previous year 361,464.44 315,440.00
As at 1 January 361,464.44 315,440.00
Current service cost 28,459.53 27,957.95
Interest expenses 21,256.59 18,066.49
Actuarial loss 37,379.44 0.00
Pension expenses 87,095.56 46,024.44
As at 31 December 448,560.00 361,464.44
31 Dec 2001 31 Dec 2000
5 5
Wage and church taxes payable 237,633.49 216,999.88
Social security contributions payable 249,148.62 281,394.98
Value added tax payable 182,776.23 222,060.11
Liabilities due to employees 62,738.61 60,339.84
Other liabilities 439,286.84 596,868.66
Total 1,171,583.79 1,377,663.47
Other current liabilities are broken down as follows:
(7) Accrued expenses
Pension accruals and similar obligations were set up
based on individual contractual commitments made by
the company to its employees. Ten former employees of
other companies in the Aktaios Group are entitled to
pensions. New secunet employees are not entitled to
pensions. Pension entitlement is dependent on income
on the date of leaving the company. Entitlement to
annual retirement pension arises on completing the first
ten years of service after reaching the age of thirty years
and is increased with every further year of service.
Accruals are valued in accordance with IAS 19 using
the ”Projected Unit Credit Method”. This requires the
calculation of future liabilities using actuarial methods
including estimates regarding the relevant variables. The
appraisal on 31 December 2001 is based on assumed
trends in salary development of 3.0 percent, a trend in
pensions of 2.0 percent per annum, and a computed
interest rate of 6.0 percent per annum. The calculation
is based on the 1998 Mortality Tables of Prof. Dr. Klaus
Heubeck.
Total pension commitments as at 31 December 2001
amount to 1 498,399.00. The difference as compared to
the balance sheet value of 1 448,560.00 results from an
actuarial loss. To the extent that non-realized actuarial
profits/losses exceed 10.0 percent of the amount of
commitments, the respective amount is immediately
treated as income/loss.
Pension accruals developed as follows in the year
under review:
40
The accruals were neither utilized nor reversed in 2001.
Other accruals take into account all probable risks and
uncertain liabilities vis-à-vis third parties for which the
amount or due date is uncertain. We have carried the
sum which, as of the balance sheet date, is necessary
to cover future payment obligations and risks.
The other accruals all have a term of less than one year;
they can be broken down as follows:
1 Jan 2001 Utilization Reversal Addition 31 Dec 2001
5 5 5 5 5
End-of-year bonuses
and benefits 1,654,116.67 – 1,629,652.89 – 1,128.92 1,543,276.70 1,566,611.56
Outstanding vacation 286,323.45 – 286,323.45 0.00 275,000.00 275,000.00
Costs for preparing the
annual financial statements 20,451.68 – 20,451.68 0.00 30,000.00 30,000.00
Contributions to employers'
liability insurance associations 57,264.69 – 43,808.94 – 13,455.75 60,000.00 60,000.00
Other 190,228.00 – 168,068.46 – 22,159.54 812,588.96 812,588.96
Total 2,208,384.48 – 2,148,305.42 – 36,744.21 2,720,865.66 2,744,200.51
1
Net income/loss – 4,765,911.84
Extraordinary items – 1,508,124.79
Net income/loss without extraordinary items – 3,257,787.05
(8) Equity
The development of the Group's equity is shown on
page 33.
Subscribed capital amounts to 1 6,500,000.00. It is
divided into 6,500,000 bearer shares without par value.
On 31 December 2001, all shares are fully paid up. With
a net loss for the year of 1 4,765,911.84, the basic loss
per share is – 1 0.73 (6,500,000 shares) after – 1 0.53
(6,500,000 shares) in the previous year.
The diluted loss per share is – 1 0.73 (6,493,967 shares)
after – 1 0.53 (6,500,000 shares) in the previous year.
Due to the deconsolidation measures, this year's net
loss includes extraordinary items.
Adjusted for liquidation expenses, the basic earnings per
share (EPS) in the year under review was – 1 0.50
(6,500,000 shares) and the diluted EPS was also – 1 0.50
(6,493,967 shares).
The additional paid-in capital of secunet in the amount of
1 1,902,005.80 results from contributions by the share-
holder prior to the transformation of secunet into a stock
corporation. 1 20,020,000.00 concern the share premium
from the initial public offering.
The accumulated other comprehensive income/loss
includes only differences from the currency translation
of foreign financial statements.
Stock option plan
On 29 May 2001, the annual general meeting authorized
the company to issue a total of 100,000 stock options to
employees and members of the board of management.
The options are serviced from treasury stock. For this
purpose, the company reacquired 26,133 shares of
treasury stock at an average price of 1 3.35 between
secunet 41
Sales 2001 2000
1 1
Analysis 1,431,866.96 1,477,275.03
Concepts 7,002,724.34 5,188,478.16
Implementation 4,531,194.69 3,603,109.83
Services 1,364,748.19 1,044,901.85
Training 368,475.06 360,310.98
System solutions 6,174,926.26 4,684,042.78
Other 1,498,985.72 1,657,430.57
Total 22,372,921.22 18,015,549.21
August and December 2001. The no-par value shares
have a mathematical value of 1 26,133.00. This equals
0.4 percent of the share capital. The shares are carried at
the lower cost of acquisition. The amount of 1 87,585.49
is disclosed in a separate item under equity.
In fiscal year 2001, a total of 41,400 stock options were
granted to 131 employees at a subscription price of
1 3.00. 50 percent of the options may be exercised in
2003 and the other 50 percent in 2004, provided that the
price of the secunet share is higher than the Nemax All
Share index and the share price has gone up by at least
10 percent. The options granted are valued using an
option valuation model based on the fair value based
method of accounting. The following assumptions are
made:
Volume of the first tranche: 20,700 shares
(holding period: 2 years)
Value of the call option: 1 2.11
Probability: 50 percent
Volume of the second tranche: 20,700 shares
(holding period: 3 years)
Value of the call option: 1 2.21
Probability: 50 percent
Annual fluctuation: 15 percent
As of 31 December 2001, the total value of all stock
options until fiscal year 2004 is 1 29,810.00. Expenses
for wages and salaries for fiscal year 2001 include pro-
rata expenses of 1 4,166.67 resulting from the stock
option plan.
Income statement
(9) Operating activities and revenues
Revenues are generally recorded on the date of prepar-
ing the invoice. Work already commenced for customers
is shown as revenues in the amount of work done in
relation to the total work to be performed, according to
the ”Percentage of Completion Method”. Expected
project revenues must only be carried in the amount
representing the performed portion of the total service.
Revenues calculated using the Percentage of
Completion Method were 1 888,674.00 in fiscal year
2001 (previous year: 1 660,958.00).
Sales in 2001 are broken down as follows:
As the Group almost exclusively provides network
services, no segment information by line of business as
per IAS 14 is disclosed.
Total domestic revenues were 1 19,897,326.00. Foreign
revenues were 1 2,475,595.22.
42
(10) Other operating income
Other operating income in the fiscal years ended is
broken down as follows:
2001 2000
5 5
Income from administrative and personnel services 27,207.64 7,065.97
Income from canteen sales 13,207.64 11,145.14
Income from the reversal of accruals 36,744.21 75,146.64
Income from the reversal of negative differences
from first-time consolidation 85,563.10 130,485.43
Other 209,956.47 169,548.70
Total 372,679.06 393,391.88
(11) Cost of purchased materials and services
2001 2000
5 5
Cost of purchased goods 991,115.76 853,060.97
Cost of purchased services 2,416,193.33 1,435,136.38
Total 3,407,309.09 2,288,197.35
(12) Personnel expenses
2001 2000
5 5
Wages and salaries 11,019,171.53 8,986,538.84
End-of-year bonuses and benefits 1,818,276.70 1,755,151.52
Payment for excess hours 16,376.18 54,824.18
Other expenses for wages and salaries 145,787.13 3,498.28
Wages and salaries, total 12,999,611.54 10,800,012.82
Employer's contribution to social security 1,943,412.02 1,787,795.04
Employers' liability insurance associations 60,000.00 36,813.01
Disability charge 3,774.17 306.78
Social security contributions 2,007,186.19 1,824,914.83
Addition to pension accruals 87,095.56 46,024.44
Financial aids 15,291.96 7,805.45
Pension expenses 102,387.52 53,829.89
Personnel expenses 15,109,185.25 12,678,757.54
There were 224 employees on average in fiscal year
2001 compared to 194 during the previous year
(excluding the board of management).
secunet 43
(13) Depreciation/amortization
Depreciation and amortization of property, plant and
equipment and intangible assets are made on the basis
of their useful life.
(14) Other operating expenses
Other operating expenses are broken down as follows:
2001 2000
5 5
Rental and leasing expenses 1,111,901.16 891,780.51
Travel expenses 963,965.64 944,619.02
Advertising expenses 951,279.29 1,487,518.16
Other third-party services 513,087.63 347,228.64
Transfer to reserves for expected expenses 369,472.43 0.00
Vehicle costs 353,939.77 169,886.53
Incidental personnel expenses 345,466.76 863,425.50
Postage, telephone and bank fees 308,962.59 264,299.07
Office supplies 264,572.44 219,448.95
IT costs 258,253.04 246,027.72
Other consulting, expert opinions, information 235,684.15 352,321.02
Dues/fees 226,120.63 182,242.91
Legal advice 217,257.27 179,152.53
Entertainment/representation 185,549.19 140,351.89
Other intra-group administrative services 120,101.71 164,313.87
Leased labour and fees not related to specific projects 139,659.74 173,507.50
Maintenance 113,605.97 168,274.75
Auditing/pension expert opinion 93,738.71 364,264.79
Insurance 72,468.47 42,049.72
Technical literature and printings 31,874.27 47,691.21
Write-offs of accounts receivable 13,174.62 114,799.37
Other 1,219,257.34 529,577.11
Total 8,109,392.82 7,892,780.79
(15) Interest income/expense
Interest income of 1 358,374.88 (previous year:
1 572,168.44) results from income from time/overnight
deposits with banks and overnight deposits with TÜV
Mitte AG.
In 2001, the interest expense of 1 6,024.01 (previous
year: 1 16,861.94) mainly includes that of third-party
funding for foreign investments.
44
Cash flow statement
The cash flow statement shows the changes in cash
and cash equivalents in the year under review. A distinc-
tion is made between operating, investing and financing
activities (IAS 7). Cash and cash equivalents include
cash on hand, current bank accounts and time/overnight
deposits with banks.
The cash used for operating activities was calculated
using the indirect method in accordance with IAS 7.
Due to the deconsolidation of subsidiaries, cash and
cash equivalents in the amount of 1 406,392.70, other
assets in the amount of 1 1,367,339.08 and liabilities in
the amount of 1 1,457,286.29 were eliminated from the
group's balance sheet.
In the year under review, interest expense was
1 6,024.01 while interest income amounted to
1 358,374.88. Other taxes were paid in the amount of
1 2,650.07.
Other disclosures
Other financial obligations
Other financial liabilities of the company arise primarily
from long-term leases for newly leased office space and
for the long-term rental of photocopiers and telephone
systems.
2001 2000
5 5
Long-term lease obligations for office space 3,294,143.01 3,124,236.47
Rental commitment for operating and office equipment 224,030.80 708,680.95
Total 3,518,173.81 3,832,917.42
2001 2000
5 5
Up to 1 year 926,765.16 1,031,112.01
More than 1 year but less than 5 years 2,079,468.45 1,640,751.99
More than 5 years 511,940.20 1,161,053.42
Total 3,518,173.81 3,832,917.42
The maturity of non-current liabilities are as follows:
secunet 45
Board of management
The following individuals were members of the board of
management in the year under review:
Dr. rer. nat. Rainer Baumgart, spokesman from 1. 2. 2001
Dr.-Ing. Michael Gehrke, until 28. 1. 2002
Dipl.-Betriebswirt (FH) Thomas Pleines
Dipl.-Ing. Willi Mannheims, until 31. 1. 2001
Total remuneration of the board of management during
the fiscal year amounted to 1 659,000 (previous year:
1 788,000).
A total of 48,000 shares of secunet were held by
members of the board of management as of
31 December 2001.
Total remuneration of the supervisory board during the
year under review was 1 33,000 (previous year:
1 23,000).
Relationships with related parties
secunet is a 50.1 percent subsidiary of CUBIS COM
Holding GmbH, Essen, which in turn is a subsidiary of
Aktaios Verwaltungs-GmbH, Bremen. secunet is includ-
ed with its stand-alone financial statements in the con-
solidated financial statements of Aktaios Verwaltungs-
GmbH and TÜV Mitte AG.
Deutsche Telekom AG, which holds a 25 percent share,
is also regarded as a related party.
Investments were made in the form of overnight
deposits with TÜV Mitte AG at an interest rate of
0.33 percent above the interbank interest rate. Up
until 31 December 2001, an average of 1 2.8 million
was invested at interest rates of between 4.85 and
5.18 percent. Interest income for fiscal year 2001
came to 1 108,495.81.
The following transactions were effected with
companies related to Aktaios Verwaltungs-GmbH:
2001 2000
5 5
TÜV Informationstechnik GmbH, Essen 176,415.28 148,624.56
CETECOM GmbH, Essen 148,695.26 50,397.32
TÜV Mitte AG, Essen 108,495.74 100,941.29
CUBIS AG, Essen 44,252.43 56,143.36
CIS Communications Information Systems GmbH, Essen 19,020.88 42,737.87
TÜV Akademie Westfalen GmbH, Bochum 16,974.87 17,588.44
RWTÜV Anlagentechnik GmbH, Essen 2,683.88 1,746.23
TUVIT Inc., San Jose/USA 0.00 43,602.27
secunet AG Schweiz, Zurich/Switzerland 0.00 20,110.70
Total 516,538.34 481,892.04
All transactions were carried out at market prices.
The disclosure of previous year's sales to companies
within the scope of consolidation of secunet refers to
transactions effected before first-time consolidation.
1. Revenues based on services rendered to related parties in the Aktaios Group
Board of management
Essen, Germany, 19 March 2002
46
2. Services purchased from related parties in the Aktaios Group
2001 2000
5 5
TÜV Informationstechnik GmbH, Essen 409,217.00 292,449.97
CIS Communications Information Systems GmbH, Essen 259,485.30 160,442.06
RWTÜV Anlagentechnik GmbH, Essen 172,924.41 139,053.28
TÜV Mitte AG, Essen 124,810.80 223,058.49
TÜV Akademie Westfalen GmbH, Bochum 5,723.57 4,305.64
Insurance brokerage of Rheinisch-Westfälischen Technischen
Überwachungs-Vereins GmbH, Essen 4,703.89 0.00
RWTÜV Fahrzeug GmbH, Essen 1,571.33 3,000.60
TÜV Essen Inc., San Jose/USA 0.00 21,451.76
CUBIS COM Holding GmbH, Essen 0.00 83,340.58
CUBIS AG, Essen 0.00 7,566.65
SwissIT Informationstechnik AG, Solothurn/Switzerland 0.00 4,472.62
RWTÜV e.V., Essen 0.00 143.35
Total 978,436.30 939,285.00
All transactions were carried out at market prices.
The disclosure of services to companies within the
scope of consolidation of secunet AG in the previous
year refers to transactions carried out before first-time
consolidation.
No transactions were effected with companies in which
Aktaios Verwaltungs-GmbH holds a participating interest.
Revenues of 1 4,127 thsd. (previous year: 1 520 thsd.)
and expenses of 1 335 thsd. (previous year: 1 174 thsd.)
were billed in transactions with Deutsche Telekom AG in
the year under review. All transactions were arranged at
market prices.
Dr. Rainer Baumgart Thomas Pleines
secunet 47
We have audited the consolidated financial statements of
secunet Security Networks Aktiengesellschaft, Essen,
for the fiscal year from 1 January to 31 December 2001,
consisting of income statement, balance sheet, cash
flow statement, statement of changes in equity and
notes. The company's board of management is respon-
sible for preparing the consolidated financial statements
in accordance with the International Accounting
Standards of the IASC (IAS). Our responsibility is to
express an opinion, based on our audit, on whether the
consolidated financial statements comply with IAS.
We conducted our audit of the consolidated financial
statements in accordance with German auditing stan-
dards, taking into account the generally accepted
German auditing principles laid down by the ”Institut der
Wirtschaftsprüfer” (German Institute of Certified Public
Accountants), and in accordance with the International
Standards on Auditing (ISA).
These standards and principles require that the audit
be planned and performedin such a way as to obtain
reasonable assurance as to whether the consolidated
financial statements are free of material misstatements.
Performing an audit includes examining, on a sampling
basis, evidence supporting the carrying amounts and the
disclosures in the consolidated financial statements.
The audit includes assessing the accounting principles
used and significant assessments made by the board of
management as well as evaluating the overall presenta-
tion of the consolidated financial statements.
We believe that our audit provides a reasonable basis
on which to form our opinion. Based on our audit, we
believe that the consolidated financial statements are in
accordance with the IAS and give a true and fair view of
the net worth, financial position and results of opera-
tions of the group and of the cash flow situation of the
fiscal year.
Our audit, which in accordance with German auditing
regulations also included the combined management
report for the secunet group and secunet AG prepared
by the board of management for the fiscal year from
1 January to 31 December 2001, has not led to any
objections.
In our opinion, the combined management report gives
an accurate picture of the state of the group's affairs
and correctly depicts the risks of future development.
Furthermore, we confirm that the consolidated financial
statements and the combined management report for
the fiscal year from 1 January to 31 December 2001
fulfil the criteria to exempt secunet Security Networks
Aktiengesellschaft from its obligation to prepare consoli-
dated financial statements and a group management
report in accordance with German law.
Essen, Germany, 20 March 2002
PwC Deutsche Revision
Aktiengesellschaft
Wirtschaftsprüfungsgesellschaft
(Göbel) (Hofmann)
Certified public accountants
Auditors’ opinion on the consolidated financial statements
48
Consolidated income statement for the fourth quarter (IAS)1)
1 Oct – 31 Dec 2001 1 Oct – 31 Dec 2000
5 5
Revenues 6,172,977.96 7,009,322.70
Other operating income 246,119.50 305,968.64
Cost of purchased materials and services – 1,344,931.72 – 1,229,642.79
Personnel expenses – 3,539,189.64 – 4,173,658.89
Depreciation and amortization – 221,703.98 – 351,852.57
Amortization (and impairment) of goodwill – 519,599.77 – 107,944.38
Amortization of investments – 38,524.72 0.00
Other operating expenses – 2,120,175.83 – 3,025,241.15
Operating income/loss – 1,365,028.20 – 1,573,048.44
Interest income and expense 69,911.98 129,652.85
Foreign currency exchange gains/losses 13,074.78 0.00
Result before income taxes (and minority interest) – 1,282,041.44 – 1,443,395.59
Income tax – 1,068,067.63 105,750.05
Result before minority interest – 2,325,355.93 – 1,337,645.54
Minority interest 0.00 17,881.81
Net income/loss – 2,325,355.93 – 1,319,763.73
Net income per share (basic) – 0.36 – 0.20
Net income per share (diluted) – 0.36 – 0.20
Weighted average number of shares
outstanding (basic) 6,482,220 6,500,000
Weighted average number of shares
outstanding (diluted) 6,500,000 6,500,000
1) Figures for the fourth quarter, as all quarterly figures, are unaudited.
Financial statement of secunet AG (HGB)
50
Assets Notes 31 Dec 2001 31 Dec 2000
5 5
Fixed assets
Intangible assets 127,930.00 199,333.81
Tangible assets 1,123,944.00 1,570,535.28
Financial assets 822,360.56 1,929,510.27
Total fixed assets (1) 2,074,234.56 3,699,379.36
Current assets
Inventories (2) 811,379.49 312,576.45
Receivables and other assets (3) 5,585,306.92 7,616,681.83
Marketable securities (4) 87,585.49 0.00
Cash and cash equivalents (5) 7,613,526.04 10,332,473.28
Total current assets 14,097,797.94 18,261,731.56
Prepaid expenses 192,573.48 105,639.00
Total assets 16,364,605.98 22,066,749.92
Equity and liabilities
Equity
Share capital 6,500,000.00 6,500,000.00
Additional paid-in capital 21,834,420.31 21,922,005.80
Reserve for treasury stock 87,585.49 0.00
Accumulated profit/deficit – 16,759,003.69 – 11,083,200.26
Total equity (6) 11,663,002.11 17,338,805.54
Provisions (7) 2,930,113.26 2,393,160.96
Liabilities (8) 1,529,026.32 2,334,783.42
Deferred income 242,464.29 0.00
Total equity and liabilities 16,364,605.98 22,066,749.92
Balance sheet of secunet Security Networks AG as of 31 December 2001 (HGB)
secunet 51
Income statement of secunet Security Networks AG
for the period from 1 January to 31 December 2001 (HGB)
Notes 2001 2000
5 5
Sales (9) 19,382,267.76 16,325,879.43
Inventory changes 498,803.00 160,858.56
Other operating income (10) 276,996.32 122,828.60
Cost of materials (11) – 2,437,785.91 – 1,427,108.11
Personnel expenses (12) – 13,597,107.69 – 12,004,485.54
Depreciation and amortization of intangible
and tangible assets (13) – 897,806.09 – 1,123,662.27
Other operating expenses (14) – 7,257,210.97 – 7,254,865.14
Financial result (15) – 1,642,946.10 568,827.63
Result from ordinary activities – 5,674,789.68 – 4,631,726.84
Taxes (16) – 1,013.76 – 1,398.38
Net income/loss – 5,675,803.44 – 4,633,125.22
Income/loss carried forward – 11,083,200.25 – 6,450,075.03
Accumulated profit/deficit – 16,759,003.69 – 11,083,200.25
52
Acquisation cost
As at Additions Disposals As at
1 Jan 2001 31 Dec 2001
5 5 5 5
I. Intangible assets
Trademarks and similar rights 229,826.80 16,980.00 0.00 246,806.80
Software 169,729.06 13,577.56 – 5,806.65 177,499.97
Total intangible assets 399,555.86 30,557.56 – 5,806.65 424,306.77
II. Tangible assets
Other equipment, operating and
office equipment 2,890,892.79 410,023.20 – 326,120.38 2,974,795.61
Total tangible assets 2,890,892.79 410,023.20 – 326,120.38 2,974,795.61
III. Financial assets
Shares in affiliated companies 545,087.66 368,768.47 – 357,316.17 556,539.96
Loans to affiliated companies 1,318,427.11 972,404.00 – 34,113.38 2,256,717.73
Shareholdings 38,524.72 0.00 0.00 38,524.72
Other notes receivable/loans
Recovery claims DEBRIV 1,815.08 1,409.13 0.00 3,224.21
Employee home loans 1,533.87 0.00 – 1,022.57 511.30
Employee vehicle loans 807.84 0.00 – 807.84 0.00
Reserve capital resulting from
reinsurance coverage 23,313.99 15,861.01 0.00 39,175.00
Total financial assets 1,929,510.27 1,358,442.61 – 393,259.96 2,894,692.92
Total fixed assets 5,219,958.92 1,799,023.37 – 725,186.99 6,293,795.30
Fixed assets movement schedule of secunet Security Networks AG for fiscal year 2001 (HGB)
secunet 53
Accumulated depreciation Net book value
As at Additions Disposals As at As at As at
1 Jan 2001 31 Dec 2001 31 Dec 2001 31 Dec 2000
5 5 5 5 5 5
112,082.91 46,047.87 0.00 158,130.78 88,676.02 117,743.89
88,139.14 52,212.72 – 2,105.87 138,245.99 39,253.98 81,589.92
200,222.05 98,260.59 – 2,105.87 296,376.77 127,930.00 199,333.81
1,320,357.51 799,545.50 – 269,051.40 1,850,851.61 1,123,944.00 1,570,535.28
1,320,357.51 799,545.50 – 269,051.40 1,850,851.61 1,123,944.00 1,570,535.28
0.00 0.00 0.00 0.00 556,539.96 545,087.66
0.00 2,033,807.64 0.00 2,033,807.64 222,910.09 1,318,427.11
0.00 38,524.72 0.00 38,524.72 0.00 38,524.72
0.00 0.00 0.00 0.00 3,224.21 1,815.08
0.00 0.00 0.00 0.00 511.30 1,533.87
0.00 0.00 0.00 0.00 0.00 807.84
0.00 0.00 0.00 0.00 39,175.00 23,313.99
0.00 2,072,332.36 0.00 2,072,332.36 822,360.56 1,929,510.27
1,520,579.56 2,970,138.45 – 271,157.27 4,219,560.74 2,074,234.56 3,699,379.36
54
General principles
The annual financial statements of secunet AG were
drawn up in accordance with the requirements of the
German Commercial Code (HGB) and the supplementary
provisions of the German Stock Corporation Act (AktG).
For improved clarity and intelligibility of presentation, indi-
vidual items have been combined in the balance sheet
and the income statement; these are subsequently listed
Notes to the financial statements of secunet Security Networks AG for fiscal year 2001 (HGB)
separately and explained in the notes. Amending the
balance sheet layout defined in the German Commercial
Code, the item “III. Financial assets” was extended to
include the item “Reserve capital resulting from re-
insurance coverage”. The income statement was drawn
up using the nature of expense method.
Accounting principles and valuation methods
Accounting and valuation are based on the individual prin-
ciples and methods outlined below:
Assets
Fixed assets
The intangible assets acquired for financial consideration
are valued at cost and depreciated as scheduled over
their respective useful life using the straight-line method.
Tangible assets are valued at the cost of purchase or
manufacture and depreciated using the declining balance
or straight-line method according to their anticipated
useful life.
Whenever the declining balance method of depreciation
is used, the highest permissible rates under tax law are
applied. Conversion from the declining balance to the
straight-line method of depreciation takes place in the
year in which the straight-line depreciation amount
exceeds that of the declining balance depreciation.
Low-value assets are written off in full and quoted as
disposals in the year in which they were acquired.
Shares in affiliated companies and investments in other
companies are quoted at cost.
Loans to affiliated companies and other loans are listed in
the balance sheet at their nominal value.
Financial assets are written down to reflect permanent
diminutions in value.
The balance sheet value of reserve capital resulting from
reinsurance coverage was determined on the basis of an
actuarial expert opinion.
secunet 55
Equity and liabilities
Reserves for treasury stock in the amount of 1 87,585.49
were set up.
Adequate provisions are set up to cover all identifiable
cases of risk, contingent liabilities and pending loss.
Provisions for pensions and similar obligations are com-
puted in accordance with actuarial principles on the basis
of an interest rate of 6 percent. They correspond to the
partial value resulting from current pension payments
stipulated in § 6a of the German Income Tax Act (EStG)
and to the pension expectancies existing on the balance
sheet date.
Current assets
Inventories are valued at the cost of purchase or manu-
facture in accordance with R 33 of German Income
Tax Directives (EStR) or at the lower values valid on the
balance sheet date.
Besides the directly attributable costs, the costs of man-
ufacture for work in progress also include appropriate
proportions of the necessary material and production
overheads. Expenses for general administration and for
voluntary social benefits, for employee pension schemes
and for interest on borrowed capital are not capitalized.
Due consideration is given to the principles governing
valuation without loss.
Liabilities and other assets are quoted at their nominal
value minus suitable deductions for identifiable individual
risks. The overall credit risk is taken into consideration by
way of general provisions which, as a rule, are based on
past empirical values.
Treasury stock is valued as of the balance sheet date and
disclosed accordingly.
Effective 31 December 2001, a further 33.3 percent to-
talling 1 417 was added to adapt to the 1998 mortality
tables of Prof. Dr. Klaus Heubeck.
Liabilities are carried at the repayment sum.
Unhedged foreign currency receivables and payables are
valued at cost or at the exchange rate applicable on the
balance sheet date if the latter is less favourable.
Notes on the balance sheet and on the income statement for secunet Security Networks AG
(1) Fixed assets
The breakdown and development of fixed assets for
secunet AG is contained in the fixed-assets movement
schedule.
(2) Inventories
31 Dec 2001 31 Dec 2000
5 5
Work in progress 811,379.49 312,576.45
Total 811,379.49 312,576.45
56
(6) Equity
Equity items are quoted at their nominal value. Sub-
scribed capital amounts to 1 6,500,000.00. It is divided
into 6,500,000 bearer shares of no-par value. In order
to service the stock options granted to its employees,
the company reacquired 26,133 shares of treasury stock
at an average price of 1 3.35 between August and
December of 2001. The no-par value shares have a
mathematical value of 1 26,133.00. This equals
0.4 percent of the share capital. The shares are carried
at the lower cost of acquisition.
A reserve for treasury stock in the amount of 1 87,585.49
which is disclosed in the balance sheet was set up
(7) Provisions
31 Dec 2001 31 Dec 2000
5 5
Provisions for pensions and similar obligations 237,284.39 175,471.79
Other provisions 2,692,828.87 2,217,689.17
Total 2,930,113.26 2,393,160.96
Other provisions consist mainly of personnel obligations.
(3) Accounts receivable and other assets
31 Dec 2001 31 Dec 2000
5 5
Accounts receivable, trade 5,303,145.88 7,198,824.15
Receivables from affiliated companies 182,435.15 247,617.59
Other assets 99,725.89 170,240.09
Total 5,585,306.92 7,616,681.83
All receivables have a residual term of less than one year.
(4) Securities
Securities comprise treasury stock.
according to § 272, para. 2, no. 4 German Commercial
Code by making a withdrawal from a capital reserve.
The options granted are valued according to the fair
value based method.
The accumulated deficit includes a loss brought forward
of 1 11,083,200.26. CUBIS COM GmbH has informed
secunet AG that it has a majority holding in secunet AG;
Deutsche Telekom AG has informed secunet AG that it
has a more than 25 percent holding in secunet AG.
(5) Cash and cash equivalents
Cash and cash equivalents include cash and bank deposits.
secunet 57
(8) Liabilities
31 Dec 2001 31 Dec 2000
5 5
Liabilities to banks 2,172.40 560.73
Accounts payable, trade 738,007.82 1,398,952.76
Liabilities to affiliated companies 57,926.36 36,745.80
Other liabilities 730,919.74 898,524.13
of which taxes (420,409.72) (439,060.00)
of which related to social security (249,175.21) (282,638.96)
Total 1,529,026.32 2,334,783.42
All liabilities have a residual term of less than one year.
(9) Sales
Sales revenues were recorded in the following regions:
2001 2000
5 5
Domestic 17,670,755.77 15,270,683.22
Foreign 1,711,511.99 1,055,196.21
Total 19,382,267.76 16,325,879.43
Sales are broken down into the following areas:
2001 2000
5 5
Analysis 1,246,667.46 1,273,418.60
Concepts 6,071,689.20 4,701,853.28
Implementation 4,006,314.75 3,754,952.27
Services 1,186,194.79 946,901.01
Training 218,752.02 195,910.55
System solutions 5,347,567.67 4,244,728.66
Other information 1,305,081.87 1,208,115.07
Total 19,382,267.76 16,325,879.43
(10) Other operating income
Other operating income totalling 1 276,996.32 mainly
comprises income from the dissolution of provisions and
from incidental revenues.
58
Depreciation of financial assets comprise valuation al-
lowances for the investment in the Portuguese company,
which is in liquidation, and for the loans to the US com-
(14) Other operating expenses
Other operating expenses totalling 1 7,257,210.97 con-
sist mainly of advertising expenses, travel expenses,
(11) Cost of materials
2001 2000
5 5
Cost of purchased services 2,437,785.91 1,427,108.11
Total 2,437,785.91 1,427,108.11
(12) Personnel expenses
2001 2000
5 5
Wages and salaries 11,662,860.74 10,256,170.58
Social security contributions 1,858,507.49 1,709,139.22
Pension expenses 60,403.50 31,370.31
Support expenses 15,335.96 7,805.44
Total 13,597,107.69 12,004,485.55
(13) Depreciation and amortization on intangible and tangible assets
Individual depreciation and amortization items are listed
in the fixed-assets movements schedule.
(15) Financial result
2001 2000
5 5
Income from other long-term loans and reinsurance claims 253.89 285.42
Other interest and similar income 433,817.56 573,391.77
of which affiliated companies (196,467.14) (195,714.17)
Depreciation of financial assets and marketable securities – 2,072,332.36 0.00
Interest and similar expenses – 4,685.19 – 4,849.56
of which affiliated companies (– 0.75) (– 2,577.26)
Total – 1,642,946.10 568,827.63
rental and leasing expenses, training and further educa-
tion, and costs of legal, consulting and auditing services.
panies, which are also being liquidated or which have
discontinued operations.
secunet 59
(16) Taxes
2001 2000
5 5
Other taxes 1,013.76 1,398.38
Total 1,013.76 1,398.38
Other disclosures
Employees
The average number of persons employed during the
year, including the three members of the Board of Man-
Other financial obligations
The total sum of other financial obligations on the bal-
ance sheet date is 1 3,518,173.81. These consisted
mainly of the nominal sum of obligations arising from
office leases, of which 1 926,765.16 are due within one
year. Of the total obligations, 1 124,703.55 results from
obligations to affiliated companies.
Relations with affiliated companies
As secunet AG is part of Aktaios Verwaltungs-GmbH,
Bremen, and its wholly-owned subsidiary TÜV Mitte AG,
Essen, as defined by § 290 of the German Commercial
Code, it is included in the consolidated financial state-
ments for fiscal year 2001 of these two companies.
The consolidated financial statements of Aktaios are filed
with the Commercial Register at the Bremen District
Court (Amtsgericht). secunet AG also prepares its own
consolidated financial statements.
agement, was 196 (previous year: 186 including four
members of the Board of Management).
60
Shareholdings
secunet SwissIT AG, Switzerland, Solothurn
100 percent ownership
Equity of the company: – CHF 146 thsd.
Net loss for the year 2001: – CHF 549 thsd.
secunet Inc., USA, Austin/Texas
100 percent ownership
Equity of the company: US$ 1 thsd.
Net loss for the year 2001: – US$ 35 thsd.
Seculab Inc., USA, Austin/Texas (in liquidation)
(formerly TÜV iT Inc., USA, Austin/Texas)
100 percent ownership
Equity of the company: – US$ 1,790 thsd.
Net loss for the year 2001: – US$ 900 thsd.
Safenet Secunet Seguraça de Sistemas de Informação
Lda., Portugal, Lisbon (in liquidation)
10 percent ownership
secunet s.r.o., Czech Republic, Prague
100 percent ownership
Equity of the company: CZK 1,258 thsd.
Net income for the year 2001: CZK 358 thsd.
Other information
Total remuneration of the board of management
during the fiscal year amounted to 1 659 thsd.
A total of 48,000 shares of secunet AG were held
by members of the board of management as of
31 December 2001. However, until 30 September 2001,
these shares were held in trust by CUBIS COM GmbH.
Total remuneration of the supervisory board during the
year under review was 1 33 thsd.
Essen, Germany, 11 March 2002
Dr. Rainer Baumgart Thomas Pleines
Auditors’ opinion
We have audited the financial statements, including the
accounting and the combined management report, of
secunet Security Networks Aktiengesellschaft for the
fiscal year ended 31 December 2001. According to
German commercial law and the supplementary provi-
sions in the articles of incorporation, the company's
board of management is responsible for the accounting
and the preparation of the financial statements and the
management report, which is combined with the man-
agement report for the group. Our responsibility is to
express an opinion, based on our audit, on the financial
statements including the accounting and on the com-
bined management report.
We conducted our audit of the financial statements in
accordance with § 317 German Commercial Code (HGB)
and taking into account the generally accepted German
auditing principles laid down by the ”Institut der Wirt-
schaftsprüfer (German Institute of Certified Public
Accountants – IDW).
These principles require that the audit be planned and
performed in such a way as to obtain reasonable assur-
ance that inaccuracies and violations with a material
impact on the presentation of net worth, financial posi-
tion and results of operations conveyed by the finan-
cial statements with due regard to generally accepted
accounting principles and by the combined management
report are identified. The audit procedures are deter-
mined on the basis of the knowledge of the company's
business activities and economic and legal background
and the expectations with respect to possible errors. Per-
forming an audit includes examining, mainly on a sam
pling basis, the effectiveness of the accounting-related
internal control system and the evidence supporting the
disclosures in the accounting, the financial statements
and the combined management report. The audit in-
cludes assessing the accounting principles used and
significant assessments made by the board of manage-
ment as well as evaluating the overall presentation of
the financial statements and the combined management
report. We believe that our audit provides a reasonable
basis on which to form our opinion.
Our audit has not led to any objections.
In our opinion, the financial statements are in accor-
dance with German principles of proper accounting and
give a true and fair view of the net worth, financial
position and results of operations of the company. The
management report, which is combined with the man-
agement report for the group, gives an accurate picture
of the state of the company's affairs and correctly
depicts the risks of future development.
Essen, Germany, 11 March 2002 / 20 March 2002
PwC Deutsche Revision
Aktiengesellschaft
Wirtschaftsprüfungsgesellschaft
(Göbel) (Hofmann)
Certified public accountants
secunet 61
62
Report of the supervisory board
The board of management informed the supervisory
board in a timely fashion and on a regular basis of the
development of business, the financial situation and the
planning, profitability and strategy of the company during
fiscal year 2001. This was done in four regular meetings
and in monthly reports, which included important finan-
cial data and assumptions with regard to market develop-
ment and the company's position.
During the year under review, the discussions in the su-
pervisory board were primarily characterized by the dete-
riorating economy, which had a negative impact of the
development of secunet's business. As a response to
this situation, a comprehensive cost-cutting programme
was initiated in close co-operation with the supervisory
board, which was swiftly implemented by mid-year. The
supervisory board encouraged the board of management
in its efforts to achieve profitability. In light of these
efforts, the supervisory board decided to dispose of the
foreign subsidiaries in the USA, The Netherlands and
Portugal at its meeting on 8 November 2001. The human
resources committee met twice in the year under
review.
The balance sheet meeting on 25 March 2002 focused
on the discussion of the financial statements and the
management report of secunet for fiscal year 2001. The
auditors, PwC Deutsche Revision Aktiengesellschaft
Wirtschaftsprüfungsgesellschaft, audited the financial
statements including the accounting and the manage-
ment report of the company and issued an unqualified
auditor's opinion. The report of the auditors was submit-
ted to the supervisory board. The audit also concerned
the measures implemented by the board of management
to detect risks which might endanger the continued exis-
tence of the company. The company's auditor attended
these discussions. Based on its own examinations, the
supervisory board approves the results of the audit of the
financial statements. The financial statements are thus
formally adopted and final pursuant to § 172 of the Ger-
man Stock Corporation Act (AktG). The supervisory board
approves the proposal by the board of management
regarding the appropriation of profits.
The following gentlemen have left the supervisory board:
Prof. Dr. Hartmut Griepentrog (as of 25 September 2001),
Manfred W. Saake and Dr. Gerd Wiedemann (both as of
31 December 2001). We express our sincere thanks to
them for their valuable contributions. As of 28 February
2002, the following gentlemen were officially appointed
secunet 63
to the supervisory board: Fritz B. Höring, chairman of the
board of management of Deutsche Post SignTrust GmbH;
Dr. Jürgen Reim, head of Controlling of T-Systems Inter-
national GmbH; and Dr. Wilhelm Wick, chairman of the
board of management of TÜV Mitte AG.
Dr. Michael Gehrke left the board of management effec-
tive 28 January 2002. Until further notice, his duties will
be assumed by Dr. Rainer Baumgart, chairman of the
board of management of secunet Security Networks AG,
and Thomas Pleines, member of the board of manage-
ment of secunet.
Essen, Germany, 25 March 2002
The supervisory board
Prof. Dr. Werner Hlubek, chairman
64
Directors holdings and supervisory board positions
Supervisory board
Professor Dr.-Ing. Werner Hlubek, Essen (chairman)b) Chairman of the board of management of
RWTÜV e.V., Essenc) TÜV Mitte AG, Essen (chairman)
Deutsche Steinkohle AG DSK, Gelsenkirchend) 1,199
Dipl.-Informatiker Klaus März, Langenfeld (Vice chairman)b) Head of Service Line Hosting & ASP of T-Systems
International GmbH, Bonnc) TeleCash GmbH, Stuttgart (chairman)
T-Systems Multimedia solutions GmbH, Dresden(chairman)baulogis GmbH, Munichbausolution GmbH, Munichcc-chemplorer limited, Dublin/Ireland
Professor Dr.-Ing. Hartmut Griepentrog, Mülheim an der Ruhr a) until 30 September 2001b) Chairman of the board of management
of GELSENWASSER AG, Gelsenkirchenc) Member of the regulatory board
of FAST Technology AG, Ottobrunn (chairman)Wasserbeschaffung Mittlere Ruhr GmbH, Bochum(Vice chairman)hanseWasser Bremen GmbH, BremenVeWa Vereinigte Wasser GmbH, DortmundLippeverband, Dortmund
Fritz B. Höring, Königswintera) since 28 February 2002b) Chairman of the board of management of Deutsche
Post Signtrust GmbH, Bonn
Dr. rer. pol. Elmar Legge, Schermbeckb) Vice chairman of the board of management of
TÜV Mitte AG, Essenc) RWTÜV Fahrzeug GmbH, Essen (chairman)
VAI Van Ameyde International B.V., Rijswijk/The Netherlands (chairman)CETECOM ICT, Saarbrücken (chairman)
Board of management
Dr. rer. nat. Rainer Baumgart (chairman) a) 16,000
Dipl.-Betriebswirt (FH) Thomas Pleines d) 16,000
CUBIS AG, Essen (chairman)RWTÜV Anlagentechnik GmbH, EssenAHV VVAG, EssenTÜV Thüringen e.V., ErfurtCETECOM GmbH, EssenWestintell AG, Düsseldorf
Dr. Jürgen Reim, Remagen-Oberwintera) since 28 February 2002b) Head of Controlling of T-Systems International GmbH,
Bonn c) Infonet Network Services Deutschland GmbH,
Frankfurt/Main
Dipl.-Kfm. Manfred W. Saake, Schwabach a) until 31 December 2001b) Manager Multimedia Communications, Deutsche
Telekom AG, Bonnc) TeleCash GmbH, Stuttgart
EstateNet Internetmarketing GmbH, Hamburg
Dr.-Ing. Wilhelm Wick, Essena) since 28 February 2002b) Chairman of the board of management
of TÜV Mitte AG, Essenc) RWTÜV Anlagentechnik GmbH, Essen (chairman)
CETECOM GmbH, Essen (chairman)RWTÜV Fahrzeug GmbH, Essen (Vice chairman)CETECOM Spain, MalagaVAI Van Ameyde International B.V., Rijswijk/The Netherlands
Dr. rer. pol. Gerd Wiedemann, Eschweiler a) until 31 December 2001b) Managing director, AHV Alters- und Hinterbliebenen-
Versorgungsstelle der TechnischenÜberwachungsvereine - VVaG, Essen
c) TÜV Mitte AG, EssenMember of the administrative board of RWTÜV e.V.
d) 1,000
Dr.-Ing. Michael Gehrke a) until 28 January 2002d) 16,000
Dipl.-Ing. Wilhelm Mannheims a) until 31 January 2001
a) Termb) Positionc) Further supervisory board positionsd) Number of secunet shares owned as of 31 December 2001
Publishing information
Text:
secunet Security Networks AG, Essen, Germany
Consulting, design and production:
CAT Consultants GmbH & Co., Hamburg, Germany
Photography:
Uwe Sülflohn
GettyImages
secunet Security Networks AG
Im Teelbruch 116
45219 Essen, Germany
Phone: +49 (0) 2054 123-0
Fax: +49 (0) 2054 123-123
www.secunet.com
