annual report 2002
Transcription
annual report 2002
ANNUAL REPORT 2002 ANNUAL REPORT 2002 GERICOM in Figures 2000 2001 2002 Difference Deviation Financial year Sales Gross profit from turnover in TEuro in TEuro in TEuro in % 332,701 539,897 544,074 0.77 02/01 4,177 24,697 40,793 37,129 -8.98 -3,664 Income before interest and tax (EBIT) 14,826 26,518 23,792 -10.28 -2,726 Income before tax (EBT) 13,840 26,894 24,070 -10.50 -2,824 9,211 18,446 18,635 1.02 189 235 269 299 11.15 30 150,516 204,126 225,879 10.66 21,753 Equity quota 37.22% 35.44% 37.01% 4.43 0 Investments 2,047 2,834 1,270 -55.19 -1,564 Cash flow from operating activities 3,327 12,148 1,249 -89.72 -10,899 Financial year Financial year Financial year 2000 2001 2002 10,900,000 10,900,000 10,900,000 Net income Employees (average for year) Balance sheet total Share -related data Share capital Free float 22.00% 30.90% 34.44% 246 Mio Euro 335 Mio Euro 110 Mio Euro Highest price 25.55 39.40 31.04 Lowest price 17.02 17.25 7.15 P/E high 24.33 23.31 18.15 P/E low 16.21 10.21 4.18 1.05 1.69 1.71 Market capitalisation (31.12.2001) Earnings per share Annual repor t 2002 Contents 3 Contents Introduction of the Company Chairman 4 Repor t of the Supervisor y Board Chairman 6 The GERICOM AG management team 7 Por trait of GERICOM AG in brief The GERICOM work force 8 10 Management Report The mobile computing market 12 Analysis of the financial situation 19 The GERICOM share 23 Risk analysis repor t 27 Company Profile Business model 30 Product por tfolio 32 Trend research, purchasing and upgrading 34 Sales and distribution concept 36 Marketing and sponsoring 38 E- commerce 40 Service and quality management 42 Strategy and outlook 44 Consolidated Financial Statements Balance sheet 48 Income statement 50 Cash flow statement 51 Shareholders’ equity statement 53 Notes to the consolidated accounts 54 Notes to the balance sheet and the income 60 statement Consolidated movement of fixed assets 70 Auditor’s Repor t 72 Company Financial Statements Balance sheet 74 Income statement 76 Notes to the accounts 2002 78 Movements in the untaxed reserves 85 Schedule of investments 85 Movement of fixed assets 86 Auditor’s Repor t 88 Abbreviations 89 4 Introduction Dear Reader, An eventful year lies behind us. For despite unfavourable economic conditions and an absolute business record in 2001, during the past financial year we were nonetheless able to increase our sales. In 2002, GERICOM’s targeted approach to Europe was again rewarded with success. We obtained ad ditional sales par tners in five European countries and fur ther consolidated our market position as an Hermann Oberlehner international par tner to retailers across the continent. The positive ef fects of our expansion strategy in tandem with dispropor tionately strong demand for fashionable, innovative products in the mobile computing and communications sector confirmed the probity of our business model and were mirrored by the results for the 2002 financial year. In 2002, GERICOM sales increased by 0.77% to EUR 544.07 m (2001: EUR 539.90 m). EBIT fell by 10.28 % to EUR 23.79 m (2001: EUR 26.52 m), but net income rose by 1.02 % to EUR 18.63 m (2001: EUR 18.44 m). Equity increased by 15.55% to EUR 83.60 m (2001: EUR 72.35 m) with a resultant rise in the equity quota to 37.01% (2001: 35.44%). Today, GERICOM exclusively markets products and pre - products from the mobile computer and communi cations technology field. This means that GERICOM is not only positioned in a dynamic market, but that due to its concentration on the notebook, LCD - PC, TFT monitor and web appliance segments is success fully established in the fastest growing areas of information technology. One especially pleasing result of this strategy is provided by fur ther market share gains. In 2002, sizeable, additional market shares were captured in France, Italy and Spain. This enabled GERICOM to more than hold its own in extremely tough, international competition. Moreover, as in 2001, during 2002 we succeeded in capturing market leadership in the notebook private customer segment. GERICOM also continued to be the most purchased notebook brand in Germany. GERICOM’s sustained, powerful growth is the consequence of the company’s ability to continually inte grate the latest technology, trends and materials into its products within a minimum period and to sup plement them with an outstanding price - performance ratio. In addition, GERICOM also benefits from the expansion among its sales par tners, who consist of large, international retail chains with a constantly increasing number of national and international outlets. This growth leads to a steady enlargement of both total volumes and the number of sales promotions. In 2002, GERICOM sold around 40 % of all its notebooks outside Germany. Retailers from beyond the branch increasingly used company know - how in the notebook sector. As a supplier of marketing services, GERICOM enables these retail chains to expand their range to include attractive mobile computing and communications products and thus address ad ditional consumer groups with a minimum of ef for t. Annual repor t 2002 Introduction Due to our solid order backlog and the maintenance of positive order intake, we anticipate stable, operating results for the coming year. The focus will remain on a continuation of our strategy of European expansion. Fur thermore, progressive internationalisation and the excellent co - operation with our business par tners in the retail sector, provide a springboard for more growth during 2003. The sobering stock exchange year in 2001 was followed by an equally unsatisfactor y year in 2002. The uncer tainty among investors remains tangible. Transparency, continuity and a permanent flow of informa tion can contribute to a recover y in shareholder confidence. For this reason, GERICOM was one of the first companies to take decisive action in this regard by signing the Corporate Governance declaration of the German Börse AG. We welcome this initiative for the restoration of trust in the interest of investor protection. People are the focal point of our activities and at this point, I would like to express my gratitude and rec ognition to all company employees for their outstanding commitment and performance during 2002. My thanks also go to all shareholders, customers and par tners for their trust and excellent teamwork. We have again set ourselves ambitious targets for 2003 and intend to do ever ything to achieve what is expected of us. Hermann Oberlehner Chairman of the Managing Board 5 6 Super visor y Report of the Supervisory Board Chairman I became Chairman of the GERICOM AG Supervisor y Board on May 30, 2002. With its business concept, the Managing Board is on the right path, as evidenced by the result for this turbulent year. Throughout the 2002 financial year, the Supervisor y Board regularly monitored the work of the Managing Board and provided advice and suppor t. Four meetings were held during the year under review and the Supervisor y Board received periodic written and verbal repor ts. During the meetings of the Super visor y Georg Bauer Board, the Managing Board provided detailed information concerning the business, employment and fi nancial situation of the company. The Supervisor y Board carefully considered those matters requiring its consent prior to granting approval. The Managing Board presented the Supervisor y Board with the company financial statements prepared according to the Austrian Commercial Code, the consolidated financial statements, which were drawn up in accordance with the Accounting Principles Generally Accepted in the United States (US - GAAP), the management repor t, the Group management repor t and the proposal of the Managing Board concerning the distribution of profits for the 2002 financial year. KPMG Alpen -Treuhand GmbH Wir tschaf tsprüfungs - und Steuerberatungsgesellschaf t, the auditors com missioned by the Supervisor y Board, audited the GERICOM AG financial statements, the consolidated financial statements, the management repor t, the Group management repor t and notes as at December 31, 2002. All the repor ts were granted unqualified approval by the auditors. At the balance supervisor y committee meeting in March 2003, the aforementioned repor ts were dis cussed in detail with the Managing Board and the auditors. The Supervisor y Board concurred with the repor t of the auditors and raised no objections. The Supervisor y Board also agreed to the Managing Board’s suggestion for the distribution of profits. Consequently, the annual financial statements can be taken as approved. The Supervisor y Board wishes to express its appreciation to the GERICOM management and staf f for their ef for ts and commitment during the 2002 financial year. It also extends its thanks to the shareholders, customers and business par tners for their trust in the company. I am convinced that GERICOM AG possesses great potential for an attractive future and have confidence in the competence of both the management and staf f. Georg Bauer Chairman of the Supervisor y Board Annual repor t 2002 GERICOM management team The GERICOM AG management team Hermann Oberlehner - CEO Having completed a course in mechanical engineering at secondar y engineering college, Chairman of the Managing Board and company founder, Hermann Oberlehner, obtained a university degree in business management. He then worked in one of Austria’s largest, heavy industr y companies from 1986 -1989. By the end of this period, Hermann Oberlehner was head of a project for the introduction of new processes in the area of innovative materials. Af ter a shor t spell as the CEO of a German computer company, in 1990, Hermann Oberlehner founded S plus S Marketing, Engineering and Computerproduction GmbH, the fore - Hermann Oberlehner runner of today’s GERICOM AG. From the outset, Hermann Oberlehner has served as the company CEO. In December 1999, he was appointed as the chairman of the GERICOM AG Managing Board. Gerhard Leimer - CFO Gerhard Leimer, the company CFO, first studied at commercial college. From 1990 to 1996, he worked for an Austrian banking group, acting as a sales manager, head of EDP and finally as CFO for its subsidi aries, which had a combined work force of 700. Among other assignments, while at the bank, Gerhard Leimer was responsible for the expansion of a foods chain. In 1997, he became the commercial director at S plus S Marketing, Engineering and Computerproduction GmbH, from which today’s GERICOM AG has emerged. Since August 2000, Gerhard Leimer has been a member of the GERICOM AG Managing Board and the company CFO. Gerhard Leimer 7 8 Por trait in brief 2002 – a year of success Portrait of GERICOM AG in brief February Changing the world, crossing frontiers, pushing back limits, thinking ahead. These are just some of the Leclerc company exhibition. things that GERICOM has been doing for the past twelve years. For we have been involved with mobile computing & communications since 1990 and have profited from the progressive convergence among March the information technologies. Participation in the CeBIT 2002. We combine telecommunications, enter tainment electronics and mobile data processing on the basis April Successful introduction of the X5 of innovative computer engineering and sell our products using comprehensive and innovative marketing concepts. outdoor design notebook. May 1990 1998 Foundation of the S plus S GmbH. Development of on - line sales. EMAS accreditation. Co - operation with Abocom, a leading producer of Launch of the lightweight A2 aluminium notebook. June 1991 mobile applications. First notebook with the Pen - Entr y into the profitable notebooks and computer tium II processor. First notebook with DVD drive. market. 1999 Participation in the MEDPI France. July GERICOM A2 as price tip in PC 1992 Largest group - independent notebook marketing Orientation of the customer structure towards company in Europe. Co - operation with Compal. chains such as Media Markt, Saturn, etc. Development of an LCD PC. First notebook with integrated CD burner. magazine. 1993 August Winner of the shareholder value Complete range from simple to high - end devices. 2000 Green PC. Co - operation with FIC (leading OEM notebook pro ducer). Renaming of the company as GERICOM AG. test. Winner of the Hardware Awards from PC. Games hardware for the GERICOM X5 Fore. 1994 IPO on the Neuen Markt in Frankfur t. PDAs, web Focus on notebooks. First Pentium notebook. notebooks with wireless L AN. Hot swap education notebooks. World’s first 1000 MHz notebook. October 1995 Development of a web pad for the home market. GERICOM signs the Corporate Co - operation with a Taiwanese notebook produc - Leader in the digital camera market in Austria. Co - Governance declaration and thus er in the high - end segment. Multimedia notebook. operation with Uniwill (development and marketing All - in - one PC. of notebooks for the European domestic market). 1996 2001 Star t of direct sales to SMEs. Intel award for sup - Market leader in the German and Austrian notebook por t of the market development of Pentium proces - segments. Game notebooks with ATI graphic chip, sors. First notebook with 15” display. web pads and the world’s first GPRS notebook. 1997 2002 Co - operation with the Taiwanese notebook manu - Again market leader in the general German note - facturer, Compal. Entr y into the digital camera book segment. Notebook with CD - RW burner, market. Design of LCD monitors. lightweight notebook design and the world’s first declares its support for the pro tection of shareholders through greater transparency. Participation in the SMAU in Milan. November Participation in the SIMO in Madrid. December Prime Standard authorisation. Purchase tip in Computer Easys Spelling Evaluation, “Highly recom mended“. semi - ruggedised notebook. Annual repor t 2002 Company profile The BTO - concept flexible handling of any quantities in various configurations risk-free, market-geared, “just in time” sales, minimum storage risk The Products The Network mobile computing & communication extensive network secures economic permanent market research purchasing of high-quality long-term development co -operation with major customers components and leading technology suppliers long-standing business optimum price point tuning relationships Trendsetter with regard to design and product innovation important European customer After- Sales - Service The Quality comprehensive service package extensive testing processes and quality assurance service centre for activities throughout Europe management complete range, which allows retailers repeated purchase recommendations in the specialist press to commence the sale of new products as a test winner Sales and Distribution three sales and distribution channels, e.g. promotion business, strategic partners and direct sales value added for promotion customers through support during the entire sales strategy up to the POS, winning of new target groups, increase in customer frequency and the sales potential among our clientele comprehensive e -commerce concept 9 10 Team The GERICOM work force, the basis for success The GERICOM team provides the foundation on which company success is built. Company em ployees are characterised by a sense of individual Regina Wagner, Sales responsibility and determination, high degrees of personal motivation and commitment, team spirit and loyalty. The flat GERICOM hierarchy and a clearly defined human resources policy promote employee ad vancement possibilities and performance levels. Challenging assignments and the rapid assump tion of responsibility create impor tant impulses Gerald Gruber, Purchasing for development and employee performance. Re muneration is also largely performance - oriented, which stimulates a businesslike approach among ever y member of the work force. The introduction of a share option programme at the time of the IPO also represented an impor tant precondition for the recruiting of qualified staf f for GERICOM. The options scheme binds employees Matthias Schlägl, Organisation to the company and encourages entrepreneurial thought and action. The details of the employee ownership programme are contained in the con solidated notes. On the balance sheet date, December 31, 2002, GERICOM employed a work force of 306 ( Decem ber 31, 2001: 296). As compared to the average of 296 in 2001, this represents and increase of 11% . Franz Märkl, Quality assurance However, personnel and social expenses in 2002 only rose by EUR 0.76 m to EUR 8.58 m. The majority of the GERICOM team are active in the ser vices sector, which was subject to targeted expansion in 2002, in order to raise the levels of customer satisfaction. As at December 31, 2002, 96 employees worked in this area, 49 in sales, 94 in administration and 67 in product upgrading. Mathias Klein, Accounting MANAGEMENT REPORT 12 The mobile computing market The mobile computing market – economic climate At the beginning of the 2002 financial year, the global economy showed initial signs of recovering from the slump in 2001. However, at the same time, the introduction of the euro led to uncer tainties among many European consumers. In addition, by the spring of 2002, there were already increasing indications that, contrar y to expectations, the economic recover y would be delayed for longer than expected. This resulted Economic Growth in the USA in even greater insecurity among consumers and companies alike and the situation was fur ther exacerbated by the two - year fall in share prices, the Iraq crisis, the anxiety concerning the possible fall - out in the global economy as a consequence of a militar y conflict and the lack of any sign of an immediate, in % 4.5 4.0 3.5 powerful revival in the world economy. Companies and private individuals reacted with increasing caution as far as investments and spending were concerned. 4.1 3.0 Moreover, future development is also threatened by the decline in US consumer spending, growing gov - 3.0 2.5 2.3 2.0 2.6 ernmental debt, the balance of payments deficit in the USA, doubts about the corporate profits trend and the danger of an additional fall in the value of the US dollar. Moreover, Japan, the world’s third largest 1.5 industrial power, continues to be faced by considerable structural problems. High levels of unemploy - 1.0 0.3 ment, low share prices, the crisis in the banking sector and the fall in prices are restricting investment 1999 2000 2001 2002e 2003e and private consumer spending. Nonetheless, if Japan is excluded, Asia as a whole has proved itself to Source: WIFO. EU-Commission. OECD be highly resistant to US weakness and the decline in share prices. Above all China, where GERICOM is 0.5 0,0 actively co - operating with numerous par tners, continues to show dynamic, current development. Economic Growth in the Euro Zone The European economy – little dynamism in the euro zone recover y in the USA. Other factors included the The European economy also lost impetus. Expor t of the Iraq conflict and the related increase in oil growth slowed and domestic market demand prices, which led to additional uncer tainty among was sluggish. Capital investment also tangibly consumers and the business community. At the 3.0 declined since spring 2001. Moreover, the latest end of the year, real, economic growth in Germany 2.5 upward valuation of the euro has raised expec - stood at 0.4% , the weakest figure since 1993. tations with regard to stability, but due to the Due to the many unsolved structural problems, no reduction in interest rates, has simultaneously major growth impulses can be expected in 2003 reduced the chances of an improvement in mone - and with anticipated growth of 1.4% , Germany is tar y conditions. Financial policy, which last year likely to be at the bottom of the growth table in 1999 2000 2001 2002e 2003e was clearly directed towards expansion, has now the euro zone. Source: WIFO, EU-Commission, OECD become restrictive. Consequently, the European in % 4.0 3.5 3.6 2.6 2.0 1.5 1.0 0.5 0.0 1.8 1.5 0.8 economy will only star t to accelerate slowly in the course of the year. rise in the value of the euro, the intensification Austrian economic performance slightly better In 2002, the Austrian economy grew by around Structural problems put a brake on the German economy 0.9 % . However, as a result of the negative mood In 2002, the German economy continued to sta - 2003. As in the rest of the euro zone, growth of gnate with a variety of factors preventing the 1.7% is forecast for Austria, which will be below upturn initially predicted for the second half of the medium - term trend. The expectations of the year. One significant reason for this situation companies and consumers are only improving was a renewed fall in the international stock ex- ver y gradually, due to the excessive risks in the changes during the summer, which was mirrored international finance, real estate and energy by doubts concerning the sustainability of the markets. worldwide, only a slow upturn can be awaited in Annual repor t 2002 Management repor t European market for information technology and telecommunications (ITK) From a global perspective, the ITK branch has vir- According to a BITCOM study, the Western Euro - In 2000, record growth of around 13 % was attai - pean market for information technology and tele - ned, but these figures could not be maintained in communications (ITK) should bottom out during 2001. The growth rate dropped to 2.8 % and this the current year. Following a stagnation in sales, was followed in 2002 by a fur ther decline to 1.2 % . the trend for 2003 in most segments is marginally For 2003, the EITO exper ts await growth of 4.5% upward. All in all, the European ITK branch should from EUR 2,153 bn to EUR 2,250 bn and in 2004, growth by of 2.5% in 2003 to EUR 607 bn. For expansion of 5.7% to EUR 2.378 bn. World mar- 2004, 4% growth to EUR 632 bn is predicted. This ket growth during the past year was generated data is based on the latest research by the Euro - primarily by China, the Asian countries, the CEE pean Information Technology Observator y (EITO). states and par ts of Latin America and this trend 2000 will continue on 2003. 1500 tually doubled its sales during the past 10 years. Global market for IT and telecommunications Volume (Mrd. Euro) with the growth rates applicable across the EU. 2.7% and in 2003 and 2004, the US will continue According to BITKOM, it is therefore all the more to lag behind the global and European markets impor tant that the branch be protected against with growth of 1.1% and 2.6 % . As a consequence extra costs, pointing to the burdens that would of this trend, the share of the USA in the global derive from the threatened taxes on printers and ITK market has fallen to 31.5% and will continue PCs, the imminent implementation of the used to decline. At present, Europe has a 29 % market equipment directive and the additional safety share. The only sub - segment where the USA still stipulations contained in the amendment to the dominates, with a market share of 40 % , is infor- Telecommunications Act. mation technology. Western European Notebook Market 2002 1,994,563 (24.07%) Germany 1,692,882 (20.43%) UK 1,073,994 (12.96%) France 885,482 (10.69%) in % 465,279 (5.62%) Netherlands 2.10 2.28 2.61 454,891 (5.49%) Spain 24.07 3.56 3.73 308,800 (3.73%) Switzerland 6.46 5.49 294,700 (3.56%) Sweden 5.62 Austria 216,194 (2.61%) Belgium 188,833 (2.28%) 20.43 10.69 12.96 173,893 (2.10%) Denmark Source: Gartner Group 535,539 (6.46%) Ohters 0 50 100 150 200 2,250 1,836 2,153 By contrast, sales in the USA have declined by 2,128 German market is continuing to fail to catch up 2,069 2500 In this connection, BITKOM makes clear that the Italy 13 2.8 1.2 4.5 ‘01 ‘02 ’03e 1000 500 0 9.6 12.7 ‘99 ‘00 Growth in % Source: EITO 14 The mobile computing market The weakness in the US market has led suppliers mentation services. According to Harms, companies to focus more closely than before on the remaining are currently in the process of closing the gaps and growth regions. Services suppliers have shown media breaks in the digital value added chain and themselves to be relatively crisis - resistant with completely digitalising business processes from de - the Western European telecommunications ser- velopment to sales. The hardware sector developed vices in par ticular, demonstrating stable growth in an opposite manner to the services sector, with of 4 - 5% p.a. During the past year, the IT services regard to both end user devices and network infra - suppliers were forced to reduce their growth ex- structures. During the past year, there was a 6.9% pectations, but still demonstrated a plus of 1.2 % . slump in demand. Hardest hit were the producers The ETO analysts forecast growth of 2.8 % in this of data communications and network infrastructure segment during 2003 and 4.7% for 2004. equipment with a minus of 8.1% . The hardware market will slowly stabilise, but EITO first anticipates Forecast PC‘s in Germany Software sales stagnated in 2002. For the current growth of 2.8% in 2004. Initially, the suppliers of year, the software houses can again expect growth ITK equipment and systems must accept a further in demand of around 2.4% . In 2004, EITO expects decline in demand of minus 0.9% during 2003. The growth of around 4% in the European software mar- trend away from hard - to software and services was ket. Significant impulses for growth are being gene - maintained in the ITK branch. Only 26% of sales rated by the so - called enterprise application inte - were achieved in Europe with equipment, systems gration, security solutions and e - government. These and infrastructure, while the remainder of expenditu - primarily involve the supply of consulting and imple - re was spent of software and services. PC‘s per 100 inhabitants 2002 USA 86 Norway 57 Sweden 56 Denmark 54 Swiitzerland 47 Netherlands 45 Japan 43 Finland 39 5 Great Britain 38 0 Germany 35 France 30 Western Europe 30 Ireland 29 Austria 29 Belgium 27 Italy 17 Portugal 15 Spain 14 Greece 10 PCs per 100 inhabitants 45 40 35 30 25 20 15 30 16 33 12 35 6 37 5 39 5 41 5 10 ‘00 ‘01 ‘02 ‘03 ‘04 ’05 Growth in % Source: BITKOM; Basis EITO 0 10 20 Source: BITKOM; basis: EITO 30 40 50 60 70 80 90 Annual repor t 2002 Management repor t The mobile computing market PC, TFT monitor and web appliance segment will In the meantime, the notebooks/mobile com - constitute one of the fastest expanding market puting has become one of the most attractive areas in the coming years with high, double - digit markets in the entire consumer electronics sector growth rates. 15 with regard to both growth and market volume. IDC and Dataquest forecast medium - term growth The development of the information society of around 15% and according to a Gar tner Group 2002 saw the addition of an extra 216 million study, in 2002 the private customer segment communication outlets, a figure than excludes expanded by 42 % and the commercial customer analogue terrestrial network connections. The segment by around 20 % . number of cell phone users exceeded the one bil - Mobile PC/Desktop PC growth in Western Europe in % lion mark for the first time with over 70 % of cus - 80 Mobile computing and communications represents tomers employing the GSM standard developed 70 GERICOM’s sole area of business activity. IT tech - in Europe. The number of internet users rose by 60 nologies are subject to constant change and thus around 100 million in the course of the year and 50 permit the creation of numerous, new, innovative in the meantime, more than 600 million people 40 and for the end user, advantageous products. lock on to the web. 54 million internet outlets are 30 GERICOM carries out research into these trends already operating via wide band, with DSL sho - 20 at an early stage and due to the flexibility of its wing the strongest growth. At the end of 2002, 10 business model is then able to react immediately 31 million people around the world were using this with new products. The dynamic notebook, LCD wide band system, which represented an increase 0 75.4 69.9 30.1 24.6 Deskbased PC Q4/01 Q4/02 Mobile PC Q4/01 Q4/02 Source: Gartner Group Global information infrastructure trend 2001-2003 Mobile PC user growth in Western Europe 127 118 ISDN-channels 2003 2002 105 70 2001 60 in million units 45 31 DSL outlets in % 50 Cable TV outlets 10 32 0 23 14 1119 943 708 PCs 623 540 726 Internet users 614 513 300 Source: BITKOM; basis: EITO 400 500 600 700 800 900 1000 1100 1200 Professional Q4/01 Q4/02 Source: Gartner Group 1269 Mobile telephones 200 41.0 20 338 100 38.5 30 365 350 0 59.0 40 18 Cable modem outlets 61.5 1300 Private Q4/01 Q4/02 16 The mobile computing market of 71% over the preceding year. 23 million hou - around 44% , but by 2005 a fur ther four to five seholds utilise cable modems for quick internet million users will be added annually. This means access. However, with only 90,000 outlets, in that the German internet community is set to Germany the cable modem remains a niche tech - grow to 50 million. nology. In future, mobile wide band applications will become possible due to UMTS. In relative terms, this places Germany in mid table, but in absolute figures Germany now rep - 29 million PCs have been installed in Germany resents the world’s third largest internet market, and in the course of 2003, this figure is set to behind the USA in first place and just headed by exceed the 30 million mark. This places Germany Japan in second. Growth in this area is continu - slightly above the European average, but well ing at a high level and new, mobile technologies below the level of the USA. The installed basis in are set to provide the internet with additional Germany is growing annually by around 1.5 million impetus. devices, but if this tempo is not accelerated, the Shorter innovation cycles and permanent replacement process generate growth countr y will require more than 30 years to close the gap on the USA. The life cycles of high - tech products in the IT Far stronger growth rates are evident in countries branch are becoming ever shor ter. New types of such as Japan, where in 2001 alone, ten million product and technologies are coming onto the additional PCs were installed and in 2002 five mil - market with increasing regularity. lion. In Germany, around ten million PCs are used Forecast Internet users in Germany 100 87 80 70 60 50 40 30 20 38 28 10 0 44 14 50 14 56 11 60 8 ‘00 ‘01 ‘02 ‘03 ‘04 ’05 Growth in % Source: BITKOM; basis: EITO The tempo of innovation in the notebooks sector is private households. Consequently, ever y second especially great, as is the demand for high - perfor- German household possesses its own PC. mance notebooks, which offer users a complete re - In 2003, an impor tant internet milestone will be placement for desktops. Despite these new deve - passed with ever y second German logging on re - lopments, saturation in the market for private user gularly. In 2002, the internet rate was still only notebooks is not awaited in the medium - term. Internet users per 100 inhabitants 2002 Internet users per 100 inhabitants 90 for business purposes and around 20 million by USA 66 Denmark 61 Finland 61 Sweden 61 Norway 54 Graint Britain 53 Switzerland 44 Germany 44 Italy 38 Western Europe 36 Japan 33 France 32 Spain 27 East Europe 7 0 10 20 Source: BITKOM; basis: EITO 30 40 50 60 70 80 90 Annual repor t 2002 Management repor t instead to result in a permanent replacement Wireless computing – virtually irreplaceable process cycle, which is reflected by a constant New data transmission technologies and stan - demand for innovative, electronic trend ar ticles. dards such as Bluetooth, wireless L AN, GPRS and Customer behaviour is also changing with a gro - UMTS facilitate rapid internet access and perfect wing demand for quality and ever- greater product communications between a variety of devices. knowledge. This will greatly alter the manner in which we work This is because shor ter innovation periods tend 17 and communicate and means that the demand for For many PC buyers faster computing per for - mobile solutions is set to increase enormously in mance, greater memor y capacity and multi - me - the coming years. Wireless internet enables the dia applications provide the main reasons for user to enjoy permanent links and to have access Forecast ISDN their purchases. Moreover, combined drives (CD to an extensive selection of data, language and in Germany burner and DVD drive in one) and high - capacity video services at any time and from any location. 3D graphics are gaining in impor tance as essen - ISDN channels per 100 inhabitants 50 tial equipment features. However, in the final Standard GPRS, which is based on the GSM mo - 45 analysis, limited customer budgets are turning bile radio network, is now available throughout 40 the price/per formance ratio into the central vir tually all of Europe. The GSM mobile radio 30 competitive parameter in the end consumer network creates data links similar to those used 25 market. for telephone conversations, i.e. for the duration 20 of the link the connection is occupied for the data Notebooks are steadily substituting desktop PCs flow, even if data is no longer being transferred. within the course of replacement purchases, be - By contrast, GPRS links only utilise network ca - cause they are smaller, lighter and of fer greater pacity when data is actually being transmitted, comfor t. The price dif ference between PCs and thus freeing resources for other connections. In notebooks is also shrinking. 2002, work star ted on additional networks for the 35 35 23 26 33 8 13 5 0 34 35 15 15 10 30 4 2 ‘00 ‘01 ‘02 ‘03 ‘04 ’05 Growth in % Source: BITKOM; basis: EITO still faster third generation mobile radio standard, According to the Gar tner Group, during the four th UMTS. Due to its higher data flow rates (up to 2 quar ter of the preceding year, the market share MBit/s), this system opens up new dimensions, of notebooks as compared to desktop computers par ticularly with regard to e - commerce and mobi - in Western Europe already stood at around 30 % le multimedia, which will extend to mobile video (2001: 24.6 %). transmissions. In the wireless, networked home, The demand for lifestyle products is still growing Forecast DSL in Germany DSL outlets per 100 inhabitants 1200 UMTS should facilitate the remote control of hea - 1100 ting, security and other systems and devices. 1000 along with that for design and new materials and 100 the notebook is increasingly becoming par t of this The connectivity trend factor 90 genre. GERICOM specialises in the early recogni - Connectivity, i.e. the possibility for permanent 70 tion of shif ts in trends and their rapid conversion network linkage via UMTS, GPRS, wireless L AN into new products. and Bluetooth will have a considerable influence upon the computer branch. In Europe and the Another growth segment in the mobile computing 1095 USA, a growing number of high - tech devices such sector is comprised by TFT and LCD monitors, as digital cameras, pocket organisers and DVD which according to IDC will steadily push tube players will be linked to computers. In turn, this monitors out of the market in the next few years. increasing convergence between communications The precondition for this development is expan - and computer technology will result in an expan - sion in product capacity in the Far East, which ding need for multi - functional products combining would allow the finished devices to be of fered at elements from both the computing and wireless markedly lower prices. communications sectors. 80 76 60 64 50 45 40 39 30 27 20 10 0 52 34 23 19 2 ‘00 ‘01 ‘02 ‘03 ‘04 ’05 Growth in % Source: BITKOM; basis: EITO 18 The mobile computing market GERICOM in the mobile computing market GERICOM banks on European retail chains GERICOM is well on the way to becoming one Over 67% of consumer electronic sales in Europe of the top names in Europe for notebooks. As in derived from specialists such as Media - Markt, 2001, during 2002 the company again succeeded Saturn, etc. Around 26 % of sales emanate from in capturing the top spot in the German notebook international food chains such as Carrefour, Real, market. With 213,473 notebooks sold in Germany, Plus, Tchibo, Hofer and Lidl. GERICOM remains the clear number one. The market share in Germany amounted to 10.7% . GERICOM’s clientele includes the largest, international top players Moreover, the figures from the consumer sector, Stable and successful par tnerships are based on where GERICOM was the undisputed leader, are trust, commitment and a permanent exchange of even clearer. In the EMEA region (Europe, Middle information. As a result of its continuous, long - East and Asia) GERICOM has already captured term co - operation with international top players, seventh spot in the overall notebooks sector with GERICOM has obtained an oppor tunity to grow a market share in 2002 of around 3 % . globally along with these chains. Competitive situation in the notebook segment of the German market (deliveries in 1,000 items) 2000 items % 2001 items % 2002 items % Toshiba 219.9 16.4 GERICOM 195.2 13.0 GERICOM 213.5 10.7 IBM 147.4 11.0 Toshiba 170.8 11.4 Toshiba 209.3 10.5 Compaq 117.9 8.8 Fujitsu Siemens 135.3 9.0 Fujitsu Siemens 163.8 8.2 Fujitsu Siemens 117.8 8.8 HP 135.2 9.0 Dell 157.0 7.9 GERICOM 111.1 8.3 Dell 129.2 8.6 HP 155.4 7.8 Dell 84.7 6.3 IBM 111.6 7.5 Acer 148.2 7.4 Acer 80.0 6.0 Acer 86.3 5.8 IBM 141.2 7.1 Sony 79.7 5.9 Sony 65.4 4.4 Sony 89.1 4.5 HP 63.0 4.7 IPC Archtec 53.8 3.6 Medion 88.5 4.4 IPC Archtec 57.6 4.3 Compaq 51.9 3.5 Actebis 46.5 2.3 Compaq 34.6 1.73 IPC 16.8 0.8 530.7 26.6 1,994.5 100.0 Others Total 258.9 19.5 1,338.0 100.0 Others Total 362.1 24.2 1,496.9 100.0 Sonstige Total Annual repor t 2002 Analysis of the financial situation 19 Analysis of the financial situation During 2002, GERICOM achieved fur ther expansion. Group sales amounted to EUR 544.7 m (2001: EUR 539.90 m). This increase of EUR 207 m corresponds with growth of 0.77% over the preceding year. 2002 also witnessed a continuation of the strong upward trend in the notebooks sector. EUR 455.4 m, or 83.7% of total sales, derived from this area. As compared to 2001, sales increased by around 0.90 % (EUR 4.1 m). GERICOM has been focused on the notebooks sector since 1994 and during 2002, the company product range was extended to include LCD PCs, TFT monitors and web appliances. In 2002, 16.3 % of Sales in Accordance with US - GAAP 2001-2002 EUR m 600 500 sales (2001: 16.4%) were generated by the semi - manufactured products segment (special notebook ac - 400 cessories, peripherals, LCD screens, monitors) and web appliances (Webcams, MP3 players, LCD PCs). 300 GERICOM’s comprehensive range of notebook components facilitates the individual configuration and 200 extension of hardware according to the requirements of the customer. Moreover, it also meets the need for the quick availability of spare par ts. a business concept for this customer group that Our customers profit from the extensive know- how ties. Project business sales in 2002 amounted to that the company has acquired in over a decade in EUR 138.12 m (2001: EUR 155.3 m) and consti - the mobile computing sector. GERICOM products tuted 25.39 % of sales (2001: 29.00 %). 544.07 100 0 Targeted implementation of innovative trends with electronics retailers 539.90 2001 2002 is especially attractive and creates close business incorporate the latest technological trends, which are identified through permanent market research Direct sales and long- term development co - operation with lead - The target group for high - margin direct sales ing technology suppliers and major customers. consists of SMEs, freelancers and value added Over the years, the company has also repeatedly resellers, who primarily use our products for their set new benchmarks with regard to design and has own requirements, or as par t of overall solutions. 450 continually attracted market attention through These companies receive individually designed 400 exceptional innovations like the world’s first high - end devices within the scope of BTO produc - semi - ruggedised notebook, which was launched tion, which are then mainly sold in the upper price 250 in 2002. GERICOM sells most of its products via segment. In 2002, 6.99 % of total sales (2001: 200 electronics retail chains such as Metro, Media 13.00 %) derived from direct sales. Markt, Saturn, Dixons, Karstadt and Surcouf, etc., Notebook Sales 2001-2002 EUR m 500 451.3 455.4 2001 2002 350 300 150 100 50 which are active across Europe. In 2002, the com - European expansion continues pany achieved 67.62% (2001:58 %) of its sales via One GERICOM objective is the penetration of the this customer group. The large number of devices entire Western European market. Accordingly, 2002 sold by the retailers also means that we reach an witnessed further, systematic internationalisation extensive range of end consumers. and the addition of further market shares. Interna tional sales (sales outside Germany and Austria) 0 Notebooks by pieces 2001-2002 Promotion business with non - branch retailers went up to 30.04% in 2001 (2001: 22.8%). When expanding their range to include high - qual - GERICOM profited from the expansion among its 350 ity electronic articles, non - branch retailers such sales par tners, large international retailers, who 300 as Hofer, Lidl and Tschibo are reliant on suppliers continued to raise the number of their national 250 of marketing services such as GERICOM. Our com - and international outlets. This led to a simultane - 200 prehensive project business consulting services, ous increase in both total volume and the number 150 which extend from an initial strategy discussion, of sales promotions. However, with 62.45% of 100 to product development for a specific promotion sales (2001: 61.5%) Germany remained GERI - 50 and support during sales and marketing, add up to COM’s key sales market. 1,000 pieces 400 0 373.87 328.51 2001 2002 20 Analysis of the financial situation Sales by customer groups in % 6.99% EBIT margin and operating result m (2001: EUR 5.99 m). This figure corresponds Sales in 2002 rose by 0.77% to EUR 544.07 with 2.49 % of the balance sheet total (2001: m (2001: EUR 539.9 m). The gross profit from 2.94%). Cash and cash equivalents totalled EUR turnover fell by 8.98 % to EUR 37.13 m (2001: EUR 34.90 m (2001: EUR 41.92 m). Inventories rose 40.79 m). The gross margin amounted to 6.82 % from EURO 52.10 m to EUR 57.41 m. The increase (2001: 7.56 %). in trade accounts receivable from EUR 97.49 m to 25.39% EUR 120.53 m was created by dispropor tionately 67.62% Retailers Project business Direct sales Sales by country 2002 in % Administrative and distribution expenses in sales large sales growth in the four th quar ter of 2002. stood at 3.02 % (2001: 2.73 %). Consequently, Trade accounts receivable on December 31, 2002 EBIT (operating result) of EUR 23.79 m (2001: generally corresponded with sales in November EUR 26.52 m) was attained along with an EBIT and December, whereby an average period for pay - margin of 4.37% (2001: 4.91%). Following the ment of up to 60 days was agreed with the retail - deduction of income tax to the value of EUR 5.44 ers. Other current assets amounted to EUR 7.4 m m (2001: EUR 8.45 m), net income of EUR 18.63 (2001: EUR 6.6 m). The largest item included in m remained (2001: EUR 18.45 m). The earnings this figure comprised receivables from tax of fices per share in accordance with US - GAAP, which are of EUR 3.76 m (2001: EUR 2.3 m), which in par ticu - distributed over 10.9 million shares, amounted to lar relate to impor t sales tax. EUR 1.71, which was higher than the EUR 1.69 of the previous year. The financial result for 2002 Equity quota up totalled EUR 0.28 m (2001: EUR 0.38 m). Liabilities and shareholders’ equity, consisting of subscribed capital, capital reserves and revenue 30.04% 7.51% 62.45% Germany Austria Other countries Order backlog on December 31, 2002 amounted reserves, rose from EUR 72.35 m to 83.60 m. The to around EUR 53 m (Dec. 31, 2001: approx. EUR equity quota as at December 31, 2002 amounted 12.9 m) and thus confirmed the continued positive to 37.01% (2001:35.44%). Other accrued liabilities business trend. of EUR 14.67 m (2001: EUR 14.84 m), including warranties and guarantees, expected repair work Liquidity remains steady and credit vouchers, were formed in accordance Fixed assets, consisting of buildings, technical with a flat rate calculation method based on plant and machiner y, other proper ty, plant and of - warranty- related sales. Notes payable to banks fice equipment, as well as intangible assets, less remained virtually unchanged at EUR 0.07 m. Trade accumulated depreciation amounted to EUR 5.63 accounts payable went up to EUR 120.11 m (2001: Income statement (Abridged version in TEUR according to US - GAAP) Sales by product group 2001-2002 Sales in % Cost fo Sales 90 80 Gross profit from turnover 83.6 83.7 70 General, administrative and selling expenses 60 Other operating income and expenses 50 Operating income 40 Financial result 30 16.4 16.3 20 10 0 Notebooks 2001 2002 Others 2001 2002 2001 % 2002 % 539,897 100 544,074 100 - 499,104 92.44 -506,945 93.18 40,793 7.56 37,129 6.82 - 14,734 2.73 -16,452 3.02 458 0.08 3,115 0.57 26,518 4.91 23,792 4.37 0.05 376 0.07 278 Result before income taxes and minority interests 26,894 4.98 24,070 4.42 Icome taxes - 8,448 1.56 -5,435 1.00 Net income 18,446 3.42 18,635 3.43 Annual repor t 2002 Management repor t EUR 107.27 m). This rise relates to the increase (2001: EUR 9.5 m). The largest item in this con - in inventories and business activity in the four th nection was taxation of EUR 2.2 m (2001: EUR quar ter of 2002. Other loans totalled EUR 7.8 m 3.7 m). 21 Balance sheet (Abridged version in TEUR according to US - GAAP) EBIT 2001-2002 2001 % 2002 % 5,991 2.94 5,631 2.49 Cash and cash equivalents 41,919 20.54 34,903 15.45 Inventories 52,104 25.53 57,414 25.42 Trade accounts receivable 97,495 47.76 120,529 53.36 6,617 3.24 7,402 3.28 20 Fixed assets Other current assets Balance sheet total EUR m 30 25 204,126 100.00 225,879 100.00 15 Shareholders’ equity 72,349 35.44 83,599 37.01 10 Others provisions 14,842 7.27 14,665 6.49 Trade accounts payable 107,270 52.55 120,115 53.18 Notes payable to banks 7 < 0.01 71 0.03 3,695 1.81 2,247 0.99 Icome tax payable Others loans Balance sheet total 5,850 2.87 5,031 2.23 204,126 100.00 225,879 100 26.52 23.79 5 0 2001 2002 EBIT- Margin 2001-2002 in % 5.0 4.5 4.91 4.0 Cash flow 3.0 During the past year, the cash flow from operating activities fell from EUR 12.1 m in 2001 to EUR 1.2 m. 2.5 This was due to a change in net income of around EUR 20.7 m. As a consequence, investments of some 2.0 EUR 1.27 m were financed from cash earnings. The dividend of EUR 0.65 per share in 2001 led to a nega tive cash flow from financing activities of around EUR 7.02 m. 1.5 1.0 0.5 0.0 Cash - flow statement (abriged version in TEUR according to US - GAAP) 2001 2002 12,148 1,249 Cash-flow from investing activities - 2,813 - 1,244 Cash-flow from financing activites - 4,698 - 7,021 Cash-flow from operating activities Net change in cash and cash equivalents Cash and cash equivalents at the end of period 4.37 3.5 4,637 - 7,016 41,919 34,903 2001 2002 22 Analysis of the financial situation In 2002, the working capital ratio, the relationship of current assets to shor t- term liabilities, amounted to 1.50 (2001: 1.55). The profit per share went up from EUR 1.69 to EUR 1.71 per share. Return on investment (ROI) totalled 8.80 % (2001: 10.81%). Key figures (according to US - GAAP) 2001 Working Capital Ratio 2002 1.50 1.55 Equity quota 35.44% 37.01% Return on Investment (ROI) 10.81% 8.80% 1.69 1.71 Earings per share (in EUR) Investments Investments in the 2002 financial year amounted to TEUR 1,269.5 (2001: approx. TEUR 2,833.62). The majority of this sum related to changes in EDP, the adaptation of the notebook line and alterations to the production building. Investments were financed from cash earnings. Important post- reporting period events No impor tant events occurred between the balance sheet date of December 31, 2002 and the printing of the Annual Repor t, which could have had an ef fect on company assets, finances or income, or on the course of business. Annual repor t 2002 The GERICOM share 23 The GERICOM share in the 2002 stock exchange year In 2002, the stock markets not only suf fered from the continuation of the global economic downturn, but also a number of other negative factors. There was a steady loss of economic dynamism and many com panies corrected their sales and earnings forecasts downwards. All the impor tant share indices showed marked losses in value. This made 2002 the third weak stock exchange year in succession. The German Stock Market and in par ticular, Following a large number of scandals, investor the Neuen Markt trading segment in which the confidence needs to be strengthened. Accordingly, GERICOM share was listed up to the end of 2002, shareholder protection and greater transparency showed the largest falls of all the leading mar- are the objective of the Corporate Governance kets. At the end of 2002, the Nemax All Share principles, which have been established by listed stood at 405.62 (2001: 1,095.83 points), which companies in Germany. GERICOM has fully com - was well below the level at the close of 2001. In mitted itself to these principles and therefore, 2002, the NEMAX 50, which is the main compara - was among the first limited companies to sign the ble index for GERICOM, fell by 69.25% , losing an Corporate Governance declaration of Deutsche even greater share of its value than in the compa - Börse AG issued on October 30, 2002. In the rable period of 2001. course of the new share market segmentation for Value Management Award 2003, GERICOM AG was one of the initial group of Against this background, the GERICOM share companies to be admitted to the prime standard followed the general trend, losing 67.10 % of its segment. Since Januar y 2003, GERICOM has been value. The share recovered markedly from its all - par t of the new quality trading segment. time low in October 2002 and closed the year on December 31, 2002 at EUR 10.10. As a result, New Supervisory Board confirmed market capitalisation fell to around EUR 110 m The Annual General Meeting took place on May 29 (2001: EUR 335 m). In June 2002, a dividend of at the Ars Electronica Center in Linz. All the items EUR 0.65 per share was paid for 2001 (2001: 0.42 on the agenda were approved by large shareholder per share). majorities. GERICOM AG vs NEMAX 50 (rebased to 100) GERICOM vs NEMAX Tech nology (rebased to 100) 120 110 120 100 100 90 80 80 60 70 40 60 20 1.1.2002 50 GERICOM NEMAX Technology 40 30 20 Jan. 1.1.2002 GERICOM NEMAX 50 Feb. Mar. Apr. May Jun. Jul. Aug. Sep. Oct. Nov. Dec. 31.12.2002 31.12.2002 24 The GERICOM share A dividend of EUR 0.65 per share was agreed for the from the end of the AGM on family grounds, but 2001 financial year. This represented an increase will continue to be available to the company in a of over 54.76% or 23 euro cents (2001: EUR 0.42) consultative capacity. As one of the newly elected and corresponded with 40 % of the Austrian Com - members, Georg Bauer was appointed as the new mercial Code balance sheet profit of EUR 17.71 m. chairman of the Supervisor y Board. Gerhard Sperrer and Gernot Friedhuber were also confirmed in Consequently, shareholders were also able to par- their positions by the AGM. ticipate directly in company success in the second year since the IPO. The dividend return amounted Wolfgang Stürzer resigned from the Board on to 6 % (closing rate May 30, 2002). Three new September 23, 2002, and was followed by Gernot members of the Supervisor y Board were con - Friedhuber on October 17, 2002. The GERICOM AG firmed their posts by the AGM 2002. The previous Supervisor y Board now consists of Georg Bauer, chairman, Jochen Tschunke, resigned with ef fect Har tmann Weirather and Gerhard Sperrer. Shares and options of the Supervisory and managing Board members: Supervisory Board Function Shares per Sales 31.12.2001 Shares per Options per 31.12.2002 31.12.2002 Georg Bauer Chairman 0 0 0 Gerhard Sperrer Member 1,350 0 1,350 Hartmann Weirather* Member 85,000 28,050 56,950 Managing Board Function Shares Sales 31.12.2001 Shares Options per 31.12.2002 31.12.2002 Hermann Oberlehner** CFO 7,145,503 0 7,145,503 Gerhard Leimer CFO 8,500 4,250 4,250 Sonstige Mitarbeiter 10,000 285,612 * The sales contract for 56,950 share has not been implemented, as the claim is dependent on the fulfilment of various conditions. ** Hermann Oberlehner is the main beneficiar y of the Oberlehner Private Trust, which holds the shares. Information for Investors Key figures per share Number of shares Free float shares Free float in % Earnings per share Price high 2001 2002 10,900,000 10,900,000 3,368,173 3,754,497 30.90% 34.44% 1.69 1.71 39.40 31.04 Price low 17.25 7.15 Year-end price 30.70 10.10 P/E 2001 high 23.31 18.15 P/E 2001 low 10.21 4.18 335 Mio. Euro 110 Mio. Euro 10,813 27,769 Year-end market capitalisation Average number of shares traded per day (Xetra) Annual repor t 2002 Management repor t Corporate Governance Following deferrals, remuneration to the Managing GERICOM AG is convinced that companies and Board during the 2002 financial year were as fol - hence the stock markets can only recover the trust lows (figures in EUR): 25 of investors and earn it when clear rules of behav iour are communicated and monitored. Fixed Variable Total 308,407.22 50,000.00 358,407.22 For this reason, on October 30, 2002, GERICOM AG and nine other companies listed on the Ger- During the 2002 financial year, the GERICOM AG man Stock Exchange have committed themselves Supervisor y Board received emoluments total - to uphold nationally and internationally recognised ling EUR 50,034.27 in consulting fees and EUR company management standards and have signed 14,114.37 for Supervisor y Board activities. a joint Corporate Governance declaration. In addition, during the financial year 2002, GERI GERICOM AG has implemented the standards COM AG paid the auditors, KPMG Alpen -Treuhand contained in the Corporate Governance declara - GmbH Wir tschaf tsprüfung- und Steuerberatungs - tion, whereby in a deviation form Item 3.2 b), gesellschaf t, a fee of EUR 180,793.34. Prime Standard: index landscape form 2003 the Managing Board remuneration contained in DAX the notes to the consolidated financial repor t are In this connection, it is also confirmed that an ap - not repor ted individually, but on the basis of the propriate independence declaration of the afore - complete Board. mentioned auditors has been given. Begin Februar Half Februar 21.03.2003 24.03.2003 Companies can Stock exchange Publication of the Decision con - Linkage date Star t of trading apply for accep - structure comes final rankings of cerning index (change afet clo - of the new index tance into the into ef fect all Prime Stan - composition se of trading) family dard companies, closing date Ja nuary 31, 2003 Demands of the new standard General Standard Minimum legal requirements Annual Report/Half-year Report Free float in % Additional requirements Quartely reports International accounting standards (IAS/US - GAAP) Company calender Active IR (analyst conference) ad -hoc releases in English On- Going reporting Continuous trading (determined by Xetra liquidity, possibly designated sponsor) SDAX TecDAX NEMAX 50 Prime All - Share - Index 2003 prime Standard MDAX Prime Standard 26 The GERICOM share The Managing and Supervisor y Board of GERICOM GERICOM wins shareholder value test AG welcome the introduction of the Corporate Gov - A shareholder value study of the most impor tant ernance Code and have reaf firmed their intention Austrostocks on the national and international to implement and maintain the contents of Code at markets was recently completed by exper ts from the GERICOM Group. Contrast Management Consulting at the request of the Austrian magazine, “Format”, using criteria GERICOM in the prime segment of the German Stock Exchange such as return on investment, return on capital At the beginning of 2003, the Frankfur t Stock (EVA) and return on equity. The basis for calcula - Exchange was divided into two segments, Prime tion was provided by the annual repor ts for the Standard and General Standard. Par ticipation in years from 1999 – 2001. GERICOM emerged as the “Segment of the Regulated Market with Ad - the winner of this survey, whereby it was stressed ditional Obligations” (Prime Standard segment) that the return on capital employed was espe - places special demands on companies with regard cially convincing. The receipt of the “Winner of to investor protection. the Shareholder Value Test“ award confirms the employed (ROCE), relative economic value added probity of our policy of open communications with In addition to the basic legal stipulations, the ad - the world of finance. mitted companies must fulfil strict international standards relating to transparency and informa - Investor relations tion. These include the publication of quarterly 2002 again confronted GERICOM AG investor rela - reports with certain minimum items of information, tions with major challenges. The long - term price consolidated financial statements according to in - potential of the GERICOM share was convincingly ternational accounting standards, the publication demonstrated to analysts and fund managers dur- of a financial calendar, the completion of at least ing numerous road shows, investor conferences one analyst conference per year, as well as the pub - both in Austria and other countries and detailed lication of additional ad hoc releases in English. individual discussions. GERICOM’s primar y ob jective is to guarantee continuous, transparent GERICOM has already met these requirements and reliable communications concerning ever y and therefore the Prime Standard segment does aspect of investor relations. Shareholders, ana - not entail any extra expenditure for the company. lysts and representatives of the press can inform In December 2002, GERICOM applied for entr y themselves about the company via our web site, to the Prime Standard of the German Stock Ex- www.gericom.com. Up to date annual and quar- change and this was received at the beginning of terly repor ts, ad hoc and press releases, press the new financial year. ar ticles, key figures and analyst assessments are presented in detail. One focal point of investor With the switch to the Prime Standard and its relations activity in 2002 was the obtainment of commitment to comprehensive Corporate Govern - additional analysts to adjudge our share from a ance, GERICOM has given to a clear signal that capital market viewpoint. The resulting research it intends to do ever ything possible to number repor ts have an impor tant function in the deci - among the top quality shares on the German sion - making process among institutional and Stock Exchange. retail investors. Annual repor t 2002 Risk repor t Risk report Economic risks GERICOM minimises its inventor y risk by the built During recent years, the economic situation and to order principle. Manufacturer orders are only consumer behaviour in Western Europe have not allocated when a customer contract has been developed in a par ticularly positive manner. GERI - signed. Therefore, inventories largely consist COM is well - positioned as a supplier of innovative of goods that have already been sold or service products from the notebook growth area with an ar ticles. Targeted market research and realistic excellent price - performance ratio. Should this quantity increases also serve to minimise the negative trend continue, it cannot be excluded sales risks of our trading par tners. that consumer spending will again fall sharply, which in the final analysis would also have a Sales risks detrimental ef fect on the future development of The main source of sales is comprised by the retail GERICOM. sector’s largest, international companies, with whom GERICOM attains a very sizeable project Sourcing risks volume. Therefore, significant reductions in sales GERICOM relies on external par tners for product could result from the loss of just a single partner. manufacture and the completion of logistical processes in both a qualitative and price connec - However, due to its good price - performance ratio, tion. In par ticular, the sourcing markets for note - GERICOM is an attractive par tner and has long- book components and logistics services are vola - term, stable customer relationships. It can there - tile with regard to both capacity and price, while fore be assumed that these retail par tners will logistical ser vices can also be negatively af fected not terminate their business links with GERICOM. by political events such as the Iraq crisis. Moreover, GERICOM reduces the credit risk due to the fact that the majority of its customers are However, as a result of its long- term business re - insured against possible loss risks. lationships, GERICOM has a ver y stable supplier network. As a leading notebook supplier and due Financial and currency risks to its large trading volume, GERICOM receives GERICOM’s financial requirements are almost ex- preferential treatment in the case of supply bot- clusively limited to project financing. As a result tlenecks. GERICOM obtains its goods from lead - of the company’s equity basis and good earnings ing international manufacturers with high quality power, it possesses a first class credit rating. In standards and carries out its own checks before, addition, the existing finance lines are suf ficient during and af ter production. to finance growth of up to 25% . There is no de pendency on individual banks and in addition, a Inventory risks large volume of supplier credits is available. Due to dynamic, technical developments, high quality products in the mobile computing segment There is a potential risk derived form the fact that are subject to rapid obsolescence. Therefore, they in the EDP branch, invoicing in US dollars is stand - must be sold as quickly as possible, as otherwise ard practice. This is minimised by project- related depreciation risks can threaten. hedging transactions. 27 28 Risk repor t Outlook GERICOM does not envisage a fundamental im provement in the general situation with regard to consumer spending during 2003. Indeed, it is probable that the price sensitivity among con sumers will increase still fur ther. Sales channels with flat cost structures such as discounters will continue to profit from this trend. However, in the notebooks field we continue to await posi tive growth rates, which will primarily result from increased demand in the consumer area. As the German market leader, in the past GERICOM has already demonstrated its special capabilities in this connection. GERICOM looks for ward to 2003 with optimism. The company has an ef ficient purchasing and lo gistics network in order to place its products in a broad market within a brief time - to - market pe riod. Both the production and sales sides of the company possess great flexibility and excellent cost structures. One focal point of activity will be the fur ther expansion of the company’s inter national involvement for which an excellent basis has been established during recent years. We have accompanied existing customers into other countries, obtained respected international re tail chains as new customers and established an extensive, international ser vice and af ter - sales network. GERICOM believes that its European business model continues to of fer considerable growth potential and that this international ori entation, a flexible of fer range and the strength of the company’s purchasing and logistics sys tems, mean that it well - able to flourish even in dif ficult periods. We are therefore confident that in 2003, GERI COM can raise both its sales and net income for the year by 15 % . COMPANY PROFILE 30 Business model The GERICOM AG business model extensive Recognising the latest trends and technologies, turning visions into reality and making the world tangible ! Marketing concepts Since 1990, this statement has defined GERICOM’s activities as a trailblazer in the mobile computing and communications field. The company combines telecommunications, enter tainment electronics and mobile data processing on the basis of innovative computer technology and sells its products by means strong sales of successful, overall marketing concepts. As a result, GERICOM is pushing on with the unification of par tnership information technologies, while simultaneously benefiting from this global trend. innovative Value added for marketing sales partners GERICOM provides an innovative marketing con - Quality assurance from development to customer service Product por tfolio cept, which enables retail chains from outside GERICOM allocates product quality assurance top the electronics branch such as Lidl, Real, Tchibo, priority. Quality assurance covers the entire value Zielpunkt (Plus Austria), Hofer (Aldi Austria), as added chain from product development to custom - pan - European well as other companies from the media, enter- er service. A modern, customer- oriented and pan - Ser vice network tainment and food branches to commence sales European service concept is a central element in of notebooks and other high - tech products for the corporate strategy and represents a major factor mobile computing and communications sectors. As in the penetration of the European market. Versatile a services supplier, GERICOM undertakes the en - sales strategy tire value added process for the customer, offering Four years of e - commerce success partners all the support required for the marketing Over 30,000 page visits and hundreds of orders of GERICOM products to end customers, from indi - per day (www.gericom.com) provide eloquent con - Flexible, risk- free vidual product specifications that are tailor- made firmation of the success of our on - line activities. BTO - System to the market, pricing, the determination of promo - The additional GERICOM web shops provided by tion duration, the design of advertising and POS our sales par tners and GERICOM products in in - support, to a comprehensive af ter- sales service. numerable online shopping malls supplement the As a result, retail partners from outside the branch range in this area. focused r & d can focus on the provision of selling space. The product innovation advantages derive from the marketing effect of pro - Flexible and risk- free BTO system forerunner motions, which offers competitive differentiation, Using its flexible and risk- free, built to order sys - increases in customer frequency and sales poten - tem, GERICOM is in a position to offer products tial and an enlarged customer target group. that meet customer requirements at any time. Com puter- optimised item quantities and configurations low - cost purchasing Strong sales partners are employed for the completion and sale of orders GERICOM has a strong market rating and has long with extremely short time - to - market intervals. The enjoyed close links with leading, high -turnover elec - logistical resources of our global supplier network tronic retail groups across Europe such as Media are used to the full in this connection. Markt, Saturn, Karstadt, Metro, Fnac and Dixons. Innovative product portfolio Trend research and development focal points GERICOM concentrates on promotion business in GERICOM’s the mobile computing and communications sec - activities involve engineering (e.g. the integra - tor, which is the fastest growing segment in the tion of Bluetooth technology, GPRS and UMTS in IT technology market. Notebooks extending from notebooks and web appliances such as tablet PCs star ter to high - end models, LCD PCs, flat screens, with integrated telephone and UMTS telephones), PDAs, mobile accessories and web appliances design (e.g. the matching of current trends to the round of f the product range. tastes of European customers), as well as perma - trend research and development Annual repor t 2002 Company profile nent trend and market research. One typical result purchasing volume due to strong growth, GERICOM of such endeavours is the first impact and splash - has developed into an impor tant European buyer of resistant design outdoor notebook, which GERI - impor tant technology components and is allocated COM launched onto the market in April 2002. preferential treatment. GERICOM as a trendsetter Promotion business GERICOM has its own trend research activities At the beginning of a sales promotion, we draw up and due to long- term development work with lead - the general product specifications with our sales ing technology suppliers and major customers, partners in the course of strategic discussions. constantly produces product innovations that at- Precise pricing is then completed in a subsequent tain market maturity within a very short space of step, which serves as a basis for the development time. On this basis, GERICOM continually sets new of the actual product in close co - operation with benchmarks with regard to design and technology in our sub - suppliers. Award from Intel the mobile computing and communications sector. GERICOM products are conspicuous due to their The definition of the ideal promotion period and especially young and modern design and use of new the design of a successful advertising campaign materials. Indeed, these “fashionable” features (print, TV, web, billboards) are also decisive fac - serve to differentiate them from standard devices. tors for the success of the respective promotion. We also support our sales partners in this area Low- cost purchasing through our long- term experience. Comprehensive Due to our extensive network and long- term busi - logistical planning secures optimum product avail - ness relations in Asia, we can also secure the low- ability at the customer premises. POS support and cost sourcing of high - quality components, which a full range of after- sales services then round off are in shor t supply. As a result of an increase in this full service package. Distributor price list Typical promotion business sequence Product development with Determination of the pre -suppliers promotion period Advertising design Price setting Product delivery, logistics concept Product specification Point of Sale support Strategy discussions After Sales Service Component 3 days for 3 days for Goods in store dispatch customs and dispatch to at the customer to Taiwan delivery check, 2 Europe, 2 days for 1 week before days assembly distribution advertising Week 5 Week 6 Week 1 Week 2 Assembly Week 3 + 4 Advertising Online sales 31 32 Product por tfolio Mobile computing product portfolio Since 1994, GERICOM has focused mainly on notebooks and related mobile computing products. These include dif ferent types of notebooks (high - end, lifestyle and educational notebooks and desk top replace A2 ments), LCD PCs, webcams, web pads and other hard and sof tware components. The company’s por tfolio mirrors its core competence, which involves the ability to develop and produce innovative products for the European market. Of central impor tance in this connection is the early recognition of technological trends, individual development and creative product design. Bellagio Silver Seraph Per4mance GERICOM adapts the latest technological trends Due to its technical competence and close links and continually generates new product ideas with with leading technology suppliers, GERICOM is the aid of permanent market research and devel - constantly able to recognise international cus - opment co - operations with leading technology tomer needs and trends at an early stage and suppliers and major customers. As a result of its to open up supply sources for innovative compo - flexible production concept, GERICOM is able to nents, which are then integrated into company manufacture standard notebooks in large batches, products. Consequently, GERICOM is not just or as BTO products in accordance with individual Intel’s only licensed OEM customer in Austria, customer requirements. GERICOM has also long but in the past was one of the first European com - been a setter of benchmarks in the product design panies to develop and launch notebooks with the sector and has repeatedly attracted the attention latest Intel products. of the market with unusual innovations. GERICOM is therefore the innovation leader in the 5 in 1 mobile server Silver Shadow In April 2002, the company presented the first notebooks and web appliance market: impact- and splash - resistant, outdoor design notebook with a magnesium casing and the en - In 1994, GERICOM was one of the first produc - ergy saving mobile Intel Pentium 4 processor. This ers to introduce a Pentium notebook to the product derived from the fact that according to European market. IDC, a third of notebooks are inoperative due to In 1996, GERICOM launched a notebook with a damage, which is largely caused by dropping, the 15 inch display onto the European market. spilling of liquids onto the device, impacts and vi - In 1998, GERICOM brought a notebook with a bration. The X5 design outdoor notebook combines Pentium II processor and a notebook with inte - the performance of fered through mains - independ - grated DVD drive onto the European market. ent working with great durability. In 1999, GERICOM produced a notebook with GERICOM products stand out due to: In 2000, GERICOM became the first European integrated CD burner. Webshox Per4mance Masterpiece Radeon Masterpiece Per4mance Mobility: flexible applications and new, innova - company to introduce a notebook with a 1,000 tive materials facilitate the production of low- MHz processor onto the market. weight components In 2001, GERICOM became the world’s first Performance: future - oriented and high - perform - company to of fer a GPRS notebook. ance technology (integrated wireless L AN, Blue - In 2002, GERICOM successfully launched the tooth, GPRS) world’s first semi - ruggedised notebook with the Connectivity: maximum communicative capability mobile Intel Pentium 4 processor and a note - Design: the setting of new trends, specific char- book with DVD - RW burner. acteristics, new materials X5 „Milka Edition“ Quality: extensive test processes and quality Fur ther product innovations are currently under- assurance (including LGA) going development at GERICOM. Annual repor t 2002 Company profile Specialist journals regularly compare and evalu - the mobile appliances sector, GERICOM also mar- ate GERICOM products with their competitors. kets products such as ISDN, Ethernet, modem, This means that the top quality of GERICOM GS, TV and combi - cards. products receives repeated confirmation from an independent quar ter. A wireless future X5 Force With the world’s first GPRS notebook, GERICOM The current product portfolio set the scene in 2001 for mobile computing in a From outdoor design notebook to MP3 player. Apar t wireless future. With the integration of a GPRS from high - end notebooks, which represent a fully module into a notebook, it is at last possible adequate substitute for desktops and stand out to have constant, cable - free internet access. In due to their high computing and graphic perform - years to come, the connectivity of mobile devices ance, GERICOM also of fers lifestyle notebooks in is bound to be of special significance. Technolo - modern design, equipped with the latest technol - gies such as Bluetooth, wireless L AN, GPRS and ogy and especially suited to frequent flyers. In ad - UMTS facilitate perfect, wireless communications dition, specially designed educational notebooks between various devices and will drastically alter are marketed in the school and university sector. our work and communications patterns. The employment of the GPRS “always on” feature provides permanent linkage of the notebook to The demand for mobile solutions is certain to rise mobile radio networks without extra expense. This markedly in the near future and with the emer- is because costs first occur when data is trans - gence of wireless internet access, we are on the ferred. Unnecessar y, time - consuming and costly threshold of the next communications revolution. internet dialling is a thing of the past. This will involve permanent linkage of users to the Hollywood Blockbuster Radeon Advance internet and the constant availability of a wide The web appliances sector currently incorporates range of data, language and video services. GERI - all other products, which facilitate simple and COM is already working at speed on the develop - problem - free internet access. These include web ment of products, which offer optimum connectiv - pads, tablet PCs for mobile internet access, small ity. Planned products include a PDA with GPRS and digital webcams and innovative MP3 players. In integrated digital camera, as well as LCD PCs. Webgine Force Overdose XL Frontman Force Phantom TView 33 34 Trend instead of basic research Trend instead of basic research GERICOM value added commences in the areas of trend research and product development. GERICOM creates products in close co - operation with its sales par tners from the retail sector, who are included in the decision - making process. Co - operation with leading technology suppliers (e.g. Intel, AMD, Microsof t, ATI, Nvidia und Via) in the application and trend research field enables the early integration of the latest technological developments and of customer requirements in company products. The identification and realisation of new and innovative product ideas for the mass market represent the prime target. Costintensive basic research is not carried out. During the implementation of concrete product ideas, GERI COM can also rely on more than 1,500 development engineers from five leading Far Eastern notebook manufacturers. Question Marks Technological partnerships Activities New products that are in the GERICOM’s close contacts with the research and GERICOM’s development activities involve engi - initial phase of their life cycle and development depar tments of global players in the neering (e.g. the integration of Bluetooth technol - which promise high growth levels. production area also serve to quickly identif y new ogy, GPRS and UMTS in notebooks, PDAs and web trends and technologies. appliances and TV features into LCD monitors), design (matching of current trends to the tastes of Stars Products that constitute the cur- These extremely flexible par tnerships provide European customers) and general trend research rent growth area of a company. GERICOM with access to a large number of special - (LCD - PC, tablet PC, etc.). They provide profits, although ist research teams working in a variety of fields, these must be reinvested in without an undue cost burden or the necessity of GERICOM employees are jointly responsible for order to maintain the share of a guaranteeing permanent use of capacity. the on - the - spot, continuing fur ther development of the company por tfolio with leading technology strongly growing market. The paramount consideration in this regard is to par tners in the Far East. Among other results, this Cash Cows keep the development period to a minimum. Any teamwork provided the basis for the X5 impact- These products provide profits, derivative costs will be transferred to the number resistant designer notebook series, the A2 series which can be used to finance of items actually produced at a later stage. Special with its upgraded aluminium casing and a 3000 growth in other business areas. impor tance is attached to the fact that the prod - MHz notebook (Webgine Force). ucts in the company por tfolio matrix var y between Poor Dogs “stars” and “cash cows”. These generate quickly In addition, our teams are constantly working on These are products, which are increasing sales volume and high margins as inno - new products in the tablet PC and PDA areas, as at the end of their life cycle. vations and then provide continuous income during well as an enlargement to our notebook selection They demonstrate below - aver- their mature phase. As soon as a product star ts to with a focus on web capabilities and graphic per - age profits and even losses show “poor dog” tendencies, i.e. falling sales, it is formance. For a cer tain period, these products and their market potential has removed from the product range, as was the case are then available to GERICOM for exclusive a zero tendency. with the PCs business area in 1999. marketing. Annual repor t 2002 Company profile Hardware purchasing from technology leaders GERICOM sourcing only takes place with companies that number among the respective market leaders for the individual hardware components involved. Purchasing is carried out from company headquar ters in Linz together with a separate company subsidiar y founded for this purpose in the Far East during 2001. As a consequence of GERICOM’s long- term experi - tent technology suppliers, thereby minimising the ence, the company possesses profound knowledge risks caused by possible bottlenecks through the with regard to markets, products and technical de - targeted spread of sourcing orders. This enables velopments, as well as highly personal contacts, the company to use its negotiating strengths with built up over many years, which extend throughout regard to suppliers to achieve an ef ficient price the entire Asian and European notebook compo - policy, without slipping into an excessive degree nent sub - supplier market. A special source of sat- of dependency. isfaction is the intensification of the co - operation with Intel, the world’s largest and most impor tant In addition, through its purchasing policy, the com - manufacturer of processors and chips. pany seeks to achieve optimum use of capacity at the plants of the notebook suppliers in Asia. GERI - Due to the increase in GERICOM’s purchasing vol - COM also fulfils a “sale function” in this regard. If ume derived from strong company growth, it now notebook suppliers have surplus capacity, we use numbers among the leading European customers this opportunity to purchase the wares for only the of impor tant technology suppliers. This purchasing variable cost of the supplier. This opens up addi - power can be successfully used during the negotia - tional potential for GERICOM to raise its gross mar- tion of conditions. Fur thermore, GERICOM has an gins. As a consequence of our precise knowledge excellent market position, par ticularly in Taiwan of the sub - supplier market, we are able to estimate and China, which provides it with access to the the availability of the components required at the leading suppliers of various product components. time of the respective marketing discussions, In order to simplif y its purchasing strategy, GERI - which particularly in the case of promotion busi - COM focuses on a small number of highly compe - ness, represents a major factor for success. Upgrading in Linz 95% pre - assembled notebooks are delivered from Asia. All that happens on the extremely modern upgrad ing line in Linz is that these are tailored to specific, national needs and supplemented with price sensi tive par ts, such as processors, sof tware, specific national manuals and keyboards, and accessories. In addition, the notebook configurations are stored in a database, in order to facilitate product tracing via the serial number should servicing be required. In the case of project business with large batches of the same configuration, the notebooks are generally manufactured entirely in the Far eats and then delivered directly to the customers in Europe. 35 36 Successful three - prong sales strategy Successful three - prong sales strategy One impor tant element in GERICOM success is a simple, yet nonetheless ef fective, sales concept. Ac cordingly, our growth is not only clear evidence of the quality of the company’s products and ser vices, but also of a highly ef fective sales strategy. GERICOM sells its products via three channels comprising electronics retailers, promotion business with retail chains from other branches, in par ticular foods, SMEs and value added re - sellers. All these groups are addressed using a range of technical marketing features in the form of price, equipment, configura tion and design dif ferentiation. In addition, suppor t is also provided through an operative e - commerce concept. Sales partnerships with electronic retailers (Aldi - Austria), Interspar or Tchibo to commence GERICOM primarily markets its products across the sale of notebooks, monitors, LCD PCs and web Europe via the largest retailers in the electronics appliances through an extensive range of innova - branch such as Metro, Media Markt, Carrefour and tive products and related services. Dixons. The company has strategic sales par tnerships with the largest, European retailers, with the GERICOM of fers its retail par tners from outside result that all the market leaders number among the branch attractive and comprehensive market- the company’s customers. ing concepts, which enable them to initiate sales promotions using innovative mobile computing For example, GERICOM supplies its products to products without having to obtain cost- intensive Media Markt in Germany, Austria, Switzerland, know- how. Company par tners can focus on the pro - Belgium, the Netherlands, Spain, France, Italy vision of sales space. The marketing ef fect of the and Hungar y. The sizeable numbers of devices promotions is to dif ferentiate GERICOM’s retail sold means that there is direct contact to a broad par tners from their competitors and to increase range of end users via the retailers. As a result both customer frequency and sales potential. The of BTO production, GERICOM is in a position to GERICOM range extends from joint product devel - supply its retail customers with large batches of opment, price design, the determination of the around 30,000 pieces and small units of around promotion period, joint adver tising concepts and 100 items. POS consulting, to a full af ter- sales ser vice. Sales of the GERICOM product por tfolio to these In 2002, GERICOM’s abilities with regard to the retailers either takes place directly, or via on - discover y and marketing of trend products made line B2B stores specifically tailored for each of possible promotions “hits” among its retail par t- the companies involved. In the 2002 financial ners involving the sale of notebooks, LCD PCs and year, GERICOM achieved sales of EUR 376.92 m monitors. During the past year, numerous sales through the sale of its product por tfolio via elec - promotions were also carried out simultaneously tronics retailers. This corresponds with a 67.62 % in up to eight European countries with customers share of sales. from the foods sector. Project business in 2002 amounted to a 25.39 % share of sales (2001: Promotion business 29.00 %). Retail sales channels are in a process of transi tion. Chains from outside the branch are increas - Direct sales ingly selling technically sophisticated electronics The target groups in the high margin direct sales ar ticles. In this connection, GERICOM acts as a sector are SMEs, freelancers and value added re - business enabler, facilitating the entr y of compa - sellers (VARs), who do not market the notebooks as nies such as Zielpunkt (Plus Austria), Lidl, Hofer individual products, but rather as par t of an overall Annual repor t 2002 Company profile solution. The VARs use our equipment for their own tion. As in 2001, existing direct sales business needs or sell it in combination with their ser vices. received additional suppor t in the form of e - com - Individually configured, high - end devices, mainly merce. Around EUR 38.04 m of sales (2001: EUR derived from the upper price segment, are sold to 70.2 m), or 6.9 % (2001: 13 %), were generated in these customers within the scope of BTO produc - this area during the past financial year. E - commerce Direct Sales (28 Platforms) Promotion Business E.G. Strategic Sales Par tner LIDL, Ber telsmann (Retailers) VARs, KMUs Mobile communications network operators End customers in Europe 37 38 Marketing and sponsoring Marketing and sponsoring – establishment of the GERICOM brand throughout Europe GERICOM’s primar y marketing objective is the establishment of its brand throughout Europe as a syno nym for mobile computing and communications. Company marketing strategy has been systematically tai lored to fulfil this task. The GERICOM brand is the object of on - going consolidation by means of targeted classic adver tising, event marketing, international trade fair par ticipation, public relations, test repor ts and sponsoring. Project business: Zielpunkt Austria Classic advertising tional IT trade fairs and GERICOM attended both In the classic adver tising area, activities ranged in 2002, thereby strengthening existing business from regular adver tisements in various European relationships and making new contacts. print media, to selective company and customer measures. The latter involve the regular issue of GERICOM notebooks convince the specialist press dealer price lists, which are sent to both VARs GERICOM can point to long and excellent contacts and SMEs. Special target groups are addressed with all the relevant media and journalists in the through company designed price lists and mail - branch, which have been built up over the years. ings. GERICOM price lists are frequently found as The provision of products for test repor ts in the a supplement in leading computer magazines. specialist press plays a leading role in company TV campaigns and extensive direct marketing press relations. The result in 2002 was again Direct-Sales GERICOM enjoys permanent and highly ef fective numerous evaluations and test results provided marketing co - operations with its most impor tant by independent exper ts of which the company is retail sales par tners, which extend from TV cam - justifiably proud. paigns and adver tisements in fly sheets, to a strong presence in various catalogues. As a result, GERICOM Masterpiece despite a relatively small budget, in 2002 this Mc 12/2002. Despite a relatively reasonable marketing mix again enabled GERICOM to become price, the Masterprice numbers among the the most purchased notebook brand in Germany. most powerful notebooks on the market. According to the Beyen market research institute, Notebook, Organizer & Handy 12/2002. Due to GERICOM was the most frequently mentioned note - its Pentium 4 processors, which have a 2,4 GHz book brand in the German print adver tising during cycle frequency, the GERICOM Masterpiece is 2002. Our customers inser t this adver tising for undoubtedly a high - end notebook. our products. PC Shopping 1/2003. The Masterpiece currently belongs to the fastest notebooks currently on Trade fairs Retail business: Media Markt Spain the market. During 2002, GERICOM exhibited at a number of leading trade fairs. The CeBIT is the largest in ternational exhibition in the IT technology sector. GERICOM X5 Force Chip 12/2002. The X5 Force is almost as good Each year, suppliers and users from throughout as a desktop PC and nonetheless mobile. the information and telecommunications branch CT magazine no. 22. The casing creates a far meet up in Hanover. The por table computer domi - more stable impression than many other note - nated the CeBIT 2002 and there were unmistak- books and stands out due to details such as the able signs of the fact that mobile applications and mechanical ejection lock on the optical drive, or communications will have a massive influence on clips for a carrier strap. our digital future. The SMAU in Italy and the SIMO Computer Easy Nr. 21. A fast notebook with in Spain number among the most impor tant, na - games capacity. Annual repor t 2002 Company profile PC - Shopping 10/2002. The GERICOM X5 con - GERICOM as a young, dynamic brand vinces with excellent, operative performance, GERICOM uses targeted sponsoring in order to 3D games and a fair price. strengthen both its company identity and the PC Games Hardware 9/2002. Hardware award. brand with an emphasis on the spor ting area. The sponsoring of spectacular types of trend spor ts GERICOM A2 has consolidated GERICOM’s image as a young Notebook, Organizer & Handy 11/2002. The and dynamic brand throughout Europe. Activities many outputs are a ver y positive feature. are focused on the sports sector and are divided In addition to the USB por ts, there is also a into two main areas. During 2002, a range of ex- Firewire inter face, a TV outlet and a monitor treme and trend sports such as Jump & Freeze, connection. skier cross, King of the Lake, Big Air, etc. were PC Business 10/2002. The A2 is well - equipped sponsored, which are primarily aimed at the young for mobile use. The accessories also meet vir- and trend - setting target group and create a direct tually ever y requirement. connection to our products and technologies. Martin Schmitt Ski jumper PC magazine 10/2002. Price tip. On the other hand, GERICOM was also involved in GERICOM Supersonic XL classic spor ts such as ski jumping, ice hockey and Micro Hebdo 12/2002. The Supersononic XL is motor spor t, all of which appeal to a broad audi - a notebook, which is as powerful as a desktop ence. Among the most well - known of the athletes PC with the ver y latest interfaces (4 USB 2.0, sponsored by GERICOM in 2002 were the German Firewire, WL AN), an attractive look, long bat- ski jumping idol Mar tin Schmidt, the Spanish mo - ter y running times (over 3 hours). Highly suit- tor cyclist Fonsi Nieto, the young ski jumpers, able for games due to the Nvidia graphic card. Stefan Turmbichler (Austria), Stefan Pieper and Incomparable Memor y Card Reader (Multimedia Emmanuel Chedal (France), as well as the extreme Card, Smar t- Media and SD Card). athlete, Georg Schauf (Germany), the ERC Ingol stadt ice hockey team, the Austrian high - speed GERICOM Silver Seraph Per4mance ComOnline 10/2002. Price tip. Tamee Harrison Popstar Michelle Rodriguez Hollywood Star skier Harr y Egger and the racing driver, Mathias Lauda (Spain). Mathias Lauda Upcoming racing driver Fonsi Nieto Motorcycle running driver 39 40 E- Commerce E- commerce – Europe’s best on - line shop E- commerce plays a central role in GERICOM sales strategy and during the 2002 financial year, sales in this area increased by over 100 % as compared with the preceding year. The share of sales to value added resellers and SMEs was raised considerably, while growth in the B2C sector was dispropor tionately www.gericom.com large. GERICOM e - commerce activities are characterised by high profit margins and par ticularly strong expansion. GERICOM AG currently of fers approximately 600 accommodation of individual market conditions individual notebook configurations in the BTO area and the establishment of notebook distribution in on an on - line basis. This range is supplemented by channels outside the branch. numerous special configurations (24 - hour of fer), Quelle AG configuration which in Austria can be delivered within 24 hours Targeted, on - line database evaluations allow (Germany: 48 hours). Consequently, not only can comprehensive conclusions to be drawn from nu - customers be served, who attach value to indi - merous demand and inquir y parameters and the vidual, tailor- made notebooks, but an additional determination of trends. On the basis of this infor- on - line range is available that is characterised mation, the por tfolio is then continually adjusted, by minimum deliver y times and an excellent price - altered and expanded. Sophisticated application performance ratio derived from ver y high batch scaling also permits a ver y rapid reaction to numbers. changes in the market and guarantees a risk- free and stable margin system. Since mid -2001, GERICOM has provided its stra - www.geizhals.at tegic sales par tners with an on - line configurator B2B stores application, i.e. the sof tware technology needed At present, GERICOM of fers a total of 28 separate for the operation of on - line notebook distribution. on - line B2B stores with individual configurations This is implemented on the par tner’s homepage to its strategic business par tners. These permit and then edited and provided with technological, the provision of individual af ter sales suppor t and product and technical price suppor t by GERICOM. customer relationship management. In addition, the e - commerce platform is employed for adver- www.onetwosold.at The adoption of GERICOM’s successful e - com - tising. The large scaling capability of the system merce business models by par tners that par tially provides both considerable cost reductions on the come from outside the electronics branch, has re - customer side and enormous flexibility. Using the sulted in major expansion in e - commerce distribu - B2B platform, new strategic sales par tners can tion, as it has led to additional GERICOM contacts be rapidly supplied with their own web stores, with new customer groups. Key advantages derive whereby their individual range of products and from range design, a continued focus on the B2C prices is available on line within the shor test pos - sector, related increases in margins and a far bet- sible time. ter forecast situation. This permits the accurate assessment of requirements, demand and accept- B2B – with 57,000 commercial customers ance relating to GERICOM products. GERICOM has also established B2B and B2C on line platforms for its approximately 57,000 (2001: The high degree of application scaling available, 38,000) commercial customers in the direct sales i.e. the extremely simple and quick alteration of sector. The platform is already in active use by the the product por tfolio, price structure and editorial customers as a sales channel. The growing accept- content, also serves to facilitate time - ef ficient, ance of e - commerce platforms has resulted in an e - commerce co - operation with our par tners, the increased number of on - line orders. Annual repor t 2002 Company profile B2C in the high - end sector Built to order – BTO Business activities in the private end customer The B2C on - line platform of fers SMEs and VARs sector also increasingly switching to the internet. an oppor tunity to individually configure their note - The customers are themselves dealing with classic books and then place an on - line order. The note - specialist information areas, as internet data (e.g. books are then assembled according to individual configurations) is clear and simply prepared. customer requirements. Positioned directly behind the platform is e - sales GERICOM has Europe’s best on - line shop suppor t, which of fers specific advice concerning A Boston Consulting Group (BCG) analysis shows order procedures, or can under take product speci - that the number of on - line shops in Europe fell fication. during 2002, but that quality standards had risen. Czech Republic Quality is also a significant factor with regard to GERICOM intends to fur ther consolidate its posi - the GERICOM web site. According to the “BCG tion in the on - line consumer market utilising the Website Quality Index“, with 65.9 points from a existing B2C platform and the planned expansion possible 100, the GERICOM homepage achieved of special retailer por tals, which are employed to the top rating for web sites with online shop position the company range directly on the retail - and is the best web site in Europe. In a national er’s web site. comparison, Germany has the highest quality web Hungary sites, followed by the Switzerland and Iceland. Austria is in fif th place. Western Europe E- commerce growth, 2002 and 2006 in EUR m Business-to-Consumer 2002 Poland Business-to-Business 39 Total Internet commerce 270 309 282 2006e 1,942 2,224 0 500 Source: BITKOM; basis: EITO 1000 1500 2000 2500 Karstadt AG configuration 41 42 Ser vices and quality management Services and quality management One critical factor for survival in the IT market is the friendly and competent fulfilment of customer needs, high quality and absolute customer satisfaction. Accordingly, a modern, client- oriented ser vices concept is a central element in GERICOM corporate strategy. The stringent controls applied by the com pany’s systematic and ef ficient quality management. LGA certificate Multi - phase quality controls Services enlarged and optimised Quality assurance plays a major role at GERICOM. Isolated criticism prompted a fur ther improvement This not only applies to final production, but also in GERICOM’s services during 2002. For this rea - to sourcing, logistics, sales and other areas of the son, the service crew at the company headquar- company. Continuous improvement processes are ters in Linz was enlarged by another 120 employ - top of the day - to - day agenda. Company quality as - ees. Outsourcing to external par tners comprised surance measures cover the entire value added a fur ther component in the new services concept chain beginning with the selection of prestigious and in the meantime, GERICOM has ten ser vice and reliable component producers such as Intel, companies available. As a result of this concept, Fujitsu, Toshiba or Samsung. The company is Toshiba’s und Fujitsu’s largest European customer GERICOM is in a position to react flexibly to mar- for hard disks, as well as being the biggest buyer ket needs, while reducing its cost risk through of memor y stores from Siemens Switzerland. the transformation of fixed into variable costs. In the case of defects, notebooks and monitors The staf f of GERICOM Far East Limited, a GERICOM are collected directly from the customer and then AG subsidiar y in Taiwan, is concerned with the per- returned following repair. Our customers can follow manent, on - the - spot surveillance and control of all repair procedures online via our website and production in Asia. These controls relate both to are therefore fully informed about the repair status products, CE conformity and component compat- at all times. Specially trained product exper ts are ibility. In addition, evaluation tests and design available for quick and competent assistance via reviews are carried out prior to the introduction of telephone hotlines. Moreover, GERICOM has an new notebook models. internet service por tal, which provides customers with a quick and ef ficient means of self - help, e.g. For their par t, the electronic product component FAQs or downloads. This service por tal also facili - manufacturers carr y out a burn - in test procedure, tates the simple and comfor table online purchase in order to exclude defective components. Release of accessories, spare par ts and upgrades. for deliver y is first given once detailed quality checks have been completed. EMC test centres examine the electromagnetic compatibility of prod - More rights for GERICOM customers ucts before they leave Taiwan and China. The Ba - As of Januar y 1, 2002, a new warranty law came varian “Landesgewerbeanstalt” examines product into ef fect in the EU. Instead of a 6 - month war- usability, electromagnetic compatibility and the ranty period as in the past, the end user is now electrical safety of the devices. entitled to a legal warranty from the seller for 24 months from the hand - over of the product. GERI - GERICOM possesses the coveted LGA perform - COM was one of the first companies to react to ance cer tificate for its Supersonic and Webgine these statutor y changes and gave the customer an notebook models, which among other characteris - additional 12 - month manufacturer’s warranty in tics confirms that during operation the notebooks the summer of 2001. The actual legally anchored attain a maximum temperature of 43°C. requirement is only 6 months. Annual repor t 2002 Company profile GERICOM has also instituted a 24 - month manu - purchased at a surcharge, offers our customers spe - facturer guarantee for the customers, which cial mobility and consists of three main elements: commences upon the date of purchase. The com pany repairs all devices returned by the customer Express Repair Ser vice (72 - hour ser vice): col - within two year of purchase without requiring the lection of a defect notebook within 24 hours; customer to prove that the defect involved in the repair on day 2; return transpor t of the repaired claim was actually present at the time the device notebook on day 3. This ser vice is valid for 12 was handed over. As the new warranty stipulations or 24 months from the date of purchase. foresee that the customer begins to bear the full burden of proof that the malfunction existed at Swappool Ser vice: in the case of a hardware de - the date of receipt six months af ter purchase fect, the customer receives a replacement note - and that other wise no claim to free repair exists, book (current GERICOM notebook) on the next GERICOM’s full 24 - month guarantee furnishes working day. This remains available throughout customers with greater rights than those provided the repair period. Award PC Magazin: A2 Preistipp by the legislators under the new warranty regula tions. The legal guarantee period amounts to 24 Data security: customers can secure the data months and is not restricted by the manufacturer on their notebooks using an external PCMCIA guarantee. hard disk and work with this during the repair of the notebook. GERICOM Mobile Service Solutions Since March 2002, GERICOM has been supplying an As an option, customers can buy Module 1 and 2 optimum services package called the Gericom Mo - throughout Europe and use this ser vice when they bile Service Solutions. This package, which can be are abroad. Award PC Direkt: 1st Supersonic GPRS Call National and international service numbers Entry of serial number into the telephone operating field GERICOM Call centre 80% of connections within 20 seconds Measured according to IVR announcement Call-Back-Service Customers can leave a message after 90 seconds, which will be answered immediately by the Call Centre Logging of customer, collection and delivery addresses, language, defect code and packaging, as well as co -ordination with optional, additional services Customers receive your seized data by email and/or fax. Direct POSTAL dispatch PICK-UP Service The counterfoil allows the notebook to be brought to a post office in its original packing and to dispatch it free of charge. Orders via the hot-line. The freight service picks up the notebook from the given address. Collection time: call up to 2.00 p.m. on the next working day from 2.00 p.m. on the working day after next Next day, the notebook is already in the repair centre. GERICOM Service Centre Repairs: 20% on day 1 50% on day 2 25% on day 3 95% of servicing within 3 days. Express package Express courier Should delivery not be possible, the package will be deposited at the post office. No defect is found in 5% of notebooks. In such cases, direct contact is made with the customer. Award PC Games Hardware: X5 Force 43 44 Strategy and outlook Strategy and outlook During 2002, a major step forward was made in the direction of establishing the GERICOM brand through out Europe. Together with its par tners, the company again succeeded in quickly opening up new markets and consolidating existing ones. As these achievements indicate, GERICOM has a suitable business model, the right products, powerful international customers and the know- how to both remain one of Europe’s leading suppliers in the field of mobile computing in years to come and to obtain additional market shares. On course for Europe private customer notebook segment. GERICOM GERICOM aims to gradually open up the entire Eu - intends to fur ther consolidate its market shares ropean market. The company also intends to be a and establish itself across Europe as a symbol for leading supplier of notebooks, monitors, LCD PCs mobile computing. and other mobile computing and communications technology products in areas beyond the German - Targeted marketing measures in the adver tis - speaking region and has already successfully initi - ing, public relations and sponsoring areas ser ve ated the capture of other European sales regions. the achievement of this objective. The GERICOM brand is to become a synonym for technical com - In the 2002 financial year, GERICOM was able petence, sales are be increased, customer ties to attract new sales par tners in France, Italy strengthened and brand value raised. and Spain. In this regard, GERICOM profits from of international retailing groups. This growth fa - Expansion and intensification of e - commerce cilitates the joint penetration of new markets and GERICOM furnishes its strategic sales par tners results in an increase in overall volumes and the with an on - line configurator application, i.e. the number of promotions. Alternatively, sof tware technology needed for the operation of the expansion of its sales par tners, comprised on - line notebook distribution. in other countries GERICOM enters into par tnerships with new customers. In 2002, the transfer This is implemented on the partner’s homepage of the company’s convincing marketing and serv - and then edited and provided with technological, ices concept, for example to the UK and France, product and technical price support by GERICOM. proved extremely fruitful with 37.6 % of sales de riving from countries outside the Germany (2001: The adoption of GERICOM’s successful e - com - 38.5%). GERICOM is currently active in over 20 merce business models by par tners, who par - European countries with its full service concept. tially come from outside the electronics branch, This means that great potential is available has resulted in major expansion in e - commerce throughout the entire European notebook market distribution, as it has led to additional GERICOM is available. contacts with new customer groups. Establishment of GERICOM as a familiar European brand Key advantages derive from range design, a During 2002, the GERICOM brand gained addition - creases in margins and a far better forecast situ - al recognition throughout Europe. This was prima - ation. This permits the accurate assessment of rily a consequence of European expansion and requirements, demand and acceptance relating the retention of market leadership in the German to GERICOM products. continued focus on the B2C sector, related in - Annual repor t 2002 Company profile A trendsetter in the area of technical innovations to market needs, while at the same time reducing In 2002, GERICOM maintained its pacemaker role fixed costs into variable costs. its cost risk by means of the transformation of in the area of the market introduction of product made a sizeable contribution to the ver y pleasing Information anywhere – profitability at any time sales figures of the past year. This first impact- GERICOM today is a successful company with and splash - resistant, outdoor design notebook is clear business targets and technological visions. fitted with a magnesium casing and the energy The company’s twelve years of growth, all of saving mobile Intel Pentium 4 processor. which were profitable, constitute evidence of its innovations. The X5 design outdoor notebook successful and solid market positioning. Mobile As a result of its technological exper tise, GERI - computing and communications is the fastest COM is capable of quickly implementing product growing segment of the IT technology market and innovations and obtaining reliable sources of in - the company’s sole business area. novative components, which are then integrated into new products. The US slogans, ”Information at your finger tips“ and ”Information ever ywhere, anyhow, anytime“ Enlargement of the portfolio with additional mobile communications products are set to become reality in the information and GERICOM intends to focus its programme still GERICOM intends to par ticipate in shaping this more closely on connectivity, which is set to play trend towards connectivity and to profit from it. communications society of the immediate future. a special role in the future. Technologies such as Bluetooth, Wireless L AN, GPRS and UMTS fa - Market proximity, a built to order concept, the cilitate perfect, wireless communications between best possible time - to - market, proven innova - various devices. tive strength and strong sales par tners, enable GERICOM to profit from the growing demand for The demand for mobile solutions is cer tain to rise mobile data processing devices to an above - aver- sharply in years to come and GERICOM is already age extent and to make its mark on this market working flat out on the development of products, of tomorrow. which of fer optimum connectivity. Another product in the planning phase is a PDA with GPRS and inte - The company intends to systematically pursue its grated digital camera. internationalisation strategy and to forge ahead with European expansion though teamwork with Upgrading of the services range its sales par tners. The friendly and competent fulfilment of customer needs, top quality and absolute customer satis - The core element in corporate strategy is the mar- faction form the essential basis for successful keting of innovative trend products within a shor t sur vival in the IT market. A modern, client- ori - period of time and at attractive prices, via the ented ser vices concept is a central element in major retail chains. GERICOM under takes the com - GERICOM’s corporate strategy. With its assump - plete value added process for the customer from tion of a complete range of service functions, first product design, purchasing, quality assurance and and foremost, logistics to af ter- sales services. GERICOM enables customer groups from outside As a result, during the past financial year, GERI - the branch to successfully market company prod - COM was not only able to consolidate its market ucts. Through the outsourcing of services to com - share, but also to raise it considerably, par ticu - petent par tners, GERICOM is able to react flexibly larly in France and Spain. 45 Strategy and outlook For 2003, the Board anticipates an increase in sales by 15% . In combination with the company’s role as a trendsetter, the foundations for future corporate success will remain the introduction of new products, long- term co - operation with suppliers and clients, customer satisfaction and the motivation and enthusiasm of the company work force. ICEL AN D AN D A N D G L E N N . IR EL A N D IR EL A N D DEN MA RK SCOTLAND P O L A N D HO LL W A L E S BE LG IU M G E R M A N Y CZECH REPUBLIC L U X EMBOURG SL A U S T R I A F R A N C E S SWITZ. LO N VE OV AK IA H U N G A R Y IA R O M A N I A CROATIA B I S P A I N T A L U Y C E E G R P O R T U G A L 46 L G A R IA E CONSOLIDATED FINANCIAL STATEMENTS 48 Consolidated balance sheets Consolidated balance sheets as at December 31, 2002 and 2001 Assets: Note As at As at 31.12.2002 31.12.2001 EUR EUR 34,902,595 41,918,558 Current assets: Cash and cash equivalents Short-term investments/marketable securities Trade accounts receivable 0 0 1 120,528,613 97,494,695 0 0 2 57,414,324 52,104,121 0 0 3 7,402,064 6,616,823 220,247,596 198,134,197 Accounts receivable due from related parties Inventories Deferred tax asset Prepaid expenses and other current assets Total current assets Non - current assets: Property, plant and equipment Enclosure VI 5,242,791 5,306,928 Intangible assets Enclosure VI 296,710 102,275 Goodwill 0 0 91,601 100,940 Liabilities in the group area 0 0 Notes receivable/loans 0 0 Deferred taxes 0 0 0 481,276 5,631,102 5,991,419 225,878,698 204,125,616 Investments Other assets Total non-current assets Total assets 11,4/Enclosure VI 5, 12 Annual repor t 2002 Consolidated financial statements Liabilities and shareholders‘ equity: Note As at As at 31.12.2002 31.12.2001 EUR EUR Current liabilities: Current portion of capital lease obligation Short-term debt and current portion of long-term debt 11 Trade accounts payable 0 0 71,442 7,136 120,114,733 107,269,501 Accounts payable due to related parties 0 0 Advance payments received 0 0 14,665,340 14,842,072 Accrued expenses 6 Deferred revenues Income tax payable 0 0 2,246,729 3,695,217 Deferred tax liability 7 158,622 845,760 Other current liabilities 8 4,872,429 5,004,517 142,129,295 131,664,203 Long-term debts, less current portion 0 0 Capital lease obligation, less current portion 0 0 Deferred revenues 0 0 Deferred tax liability 0 0 Pension accrual 0 0 150,365 112,435 150,365 112,435 0 0 Share capital 10,900,000 10,900,000 Additional paid-in capital 35,134,736 35,134,736 Total current liabilities Non - current liabilities: Other provisions for personnel 9 Total non-current liabilities Minority interest Shareholders‘ equity: Treasury stock Retained earnings (incl. reserves from retained earnings) Accumulated other comprehensive income/loss Total shareholders‘ equity Total Liabilities and shareholders‘ equity 10 0 0 37,654,292 26,127,464 -89,990 186,778 83,599,038 72,348,978 225,878,698 204,125,616 49 50 Consolidated income statements Consolidated income statements for the financial years 2002 and 2001 Note Revenues 16 Cost of revenues Gross profit Selling and marketing expenses General and administrative expenses Research and development Other operating income and expenses 12 Amortization of goodwill Operating income Interest income and expenditure 2002 2001 EUR EUR 544,073,553 539,897,135 -506,944,513 -499,103,843 37,129,040 40,793,292 -11,755,060 -10,161,249 -4,696,793 -4,572,273 0 0 3,115,205 458,218 0 0 23,792,392 26,517,988 277,716 376,447 Income from investments and participations 0 0 Income/expense from investments accounted for by the equity method 0 0 Foreign currency exchange gain/losses 0 0 Other income/expenses 0 0 24,070,108 26,894,435 -5,435,376 -8,447,958 Result before income tax and minority interest Income tax Extraordinary income/expenses Result before minority interest Minority interest Net income 13 0 0 18,634,732 18,446,477 0 0 18,634,732 18,446,477 Net income per share (basic) 1.71 1.69 Net income per share (diluted) 1.71 1.68 Weighted average shares outstanding (basic) 10,900,000 10,900,000 Weighted average shares outstanding (diluted) 10,902,121 10,956,885 Annual repor t 2002 Consolidated cash flow statements Consolidated cash flow statements for the financial years 2002 and 2001 2002 2001 EUR EUR 18,634,732 18,446,477 -276,768 2,453,826 -22,904 2,761 Cash flow from operating activities Net profit Changes in accumulated other comprehensive income Changes in offset for currency translation Adjustments for: Minority interest 0 0 Depreciation and amortization 1,127,048 898,053 Increase/decrease in provisions and accruals 2,041,393 - 6,215,226 -4,053 -8,480 Income from the disposal of fixed assets Foreign exchange gains/losses Other Change in net working capital Net cash provided by operating activities 0 0 481,276 11,927 -20,732,039 -3,441,475 1,248,685 12,147,863 0 0 Cash flow from investing activities: Acquisition of subsidiaries, net of cash acquired Proceeds from disposal of a subsidiary, net of cash transferred Purchase of property, plant and equipment Currency deviation Proceeds from sale of equipment Net cash used in investing activities Carryforward 0 0 -1,269,524 -2,833,620 0 0 25,570 20,634 -1,243,954 -2,812,986 4,731 9,334,877 51 52 Consolidated cash flow statements Consolidated cash flow statements for the financial years 2002 and 2001 Carryforward 2002 2001 EUR EUR 4,731 9,334,877 0 0 Cash flow from financing activities Proceeds from issuance of share capital Proceeds from short-term borrowings Cash repayments of amounts borrowed Payment of capital lease liabilities 64,306 0 0 -120,073 0 0 Dividend payments -7,085,000 -4,578,000 Net cash used in financing activities -7,020,694 -4,698,073 Net effect of currency translation in cash and cash equivalents Reductions in liquidity 0 0 -7,015,963 4,636,804 Cash and cash equivalents at beginning of period 41,918,558 37,281,754 Cash and cash equivalents at end of period 34,902,595 41,918,558 Additional information Interest payments Income tax payments 253,256 700,134 3,878,246 6,123,104 Annual repor t 2002 Statement of shareholders‘ equity Statement of shareholders‘ equity Total Subscribed Capital Retained Other shareholders‘ capital reserves earnings Comprehensive EUR EUR EUR EUR EUR As at 1.1.2001 56,023,914 10,900,000 35,134,736 12,256,226 -2,267,048 Net income 18,446,477 0 0 18,446,477 0 2,761 0 0 2,761 0 -4,578,000 0 0 -4,578,000 0 2,267,048 0 0 0 2,267,048 equity Offset from currency translation Dividends payed Income Reversal of the accumulated other comprehensive income Change in value from derivatives from cash flow hedging 186,778 0 0 0 186,778 As at 31.12.2001 72,348,978 10,900,000 35,134,736 26,127,464 186,778 Net income 18,634,732 0 0 18,634,732 0 -22,904 0 0 -22,904 0 -7,085,000 0 0 -7,085,000 0 -186,778 0 0 0 -186,778 Offset from currency translation Dividends payed Reversal of the accumulated other comprehensive income Change in value from derivatives from cash flow hedging As at 31.12.2002 -89,990 0 0 0 -89,990 83,599,038 10,900,000 35,134,736 37,654,292 -89,990 53 54 Notes to the consolidated financial statements Notes to the consolidated financial statements as at December 31, 2002 prepared according to US Generally Accepted Accounting Principles General Information Company profile Gericom AG was founded in Linz, Upper Austria, in 1990 and in the meantime has emerged as one of Europe’s most impor tant notebook marketing companies. Business activities involve the design, devel opment, specification and upgrading of mobile computer and communications technology products for strategic distribution par tners. Sales take place under the GERICOM and Advent (Dixons) brand names. The notebooks, which are manufactured in Asia, are upgraded on an extremely modern, automated line in Linz. Small batches are matched to specific national requirements and pricesensitive components are added. As a result of order- related handling, there are no major production and stock risks and the majority of notebook assembly takes place in Taiwan. Project customers from the foods and media sec tors requiring large batches with the same configuration are supplied directly from Taiwan. During 2002, two - thirds of all the notebooks sold were handled entirely by the companies founded in Taiwan and Hong Kong during 2001, which represents a decisive competitive advantage with regard to ef ficiency. An integrated, mature and internet- compatible production planning and goods administration system, which can also be used for e - commerce, facilitates just- in - time order completion and deliver y with orderdependent, flexible end production and warehousing. GERICOM primarily sells its products to strategic sales par tners such as Media Markt, Saturn, etc. and to project customers from the foods and media sectors, e.g. Lidl, Ber telsmann/News, Hofer, etc. A proven B2B platform is already serving as an impor tant element in customer relationship management, as well as contributing to sales, results and the creation of customer loyalty. In addition, existing direct sales via e - commerce with commercial and industrial end customers also provide superior margins. GERICOM attaches special priority to customer service. A modern service centre, competent employees, on - line ordering, a pick- up service and strategic business par tners, e.g. Sinitec represent a guarantee for excellent service. Long- term business relations with impor tant sub - suppliers, e.g. Intel, and development par tnerships with major customers facilitate the rapid implementation and marketing of the latest technology. Together with leading technology par tners, GERICOM employees are responsible for the on - going development of the GERICOM product por tfolio (e.g. integration of Bluetooth, GPRS and UMTS technology into notebooks, PDAs and web appliances). One example of such co - operation in 2001 was the design of the 1st Supersonic GPRS (the world’s first notebook with GPRS) by the GERICOM development depar tment and leading Asian technology suppliers. In addition, the company team is constantly at work on new products in the webpad and PDA areas, as well as expansion to the notebook range with an emphasis on web compatibility. At the end of the year, 3,754,497 shares were in circulation, which represented a free float of 34.44% . In an extremely difficult stock exchange climate, during 2002, the GERICOM share fell by 67.1% , while the Annual repor t 2002 Consolidated financial statements Nemax 50 lost 69.25% of its value in the same period. GERICOM’s successful IPO has raised the recogni tion levels of its brand and created increased market acceptance among customers. Above all, it has also enabled the penetration of markets such as the UK, France, Italy and Spain at an earlier date than planned and the winning as customers of major retail chains from branches such as the food trade. Consequently, GERICOM is to be found in the Top 10 of the mobile segment throughout the entire EMEA region. Accounting and valuation principles The attached consolidated financial statements as at December 31, 2002 and December 31, 2001, were drawn up in accordance with the accounting principles generally acceptable in the USA (US - GAAP) valid on the balance sheet date. The company’s accounts are kept in accordance with the provisions of the Austrian Commercial Code (Austrian GoB). The Austrian GoB dif fers from US - GAAP in a number of im por tant respects. The company has therefore made cer tain adjustments in order to bring these financial statements into line with US - GAAP. The consolidated financial statements were prepared in euros (EUR). The company income statement was drawn up using the cost- of - sales method. As GERICOM AG exercised a controlling influence on six subsidiaries during 2002, an obligation to consolidation existed as at December 31, 2002. The audited financial statements of GERICOM AG as at December 31, 2001 are provided for the purposes of comparison. Cash and cash equivalents The company’s liquid assets basically comprise cash and credits at banks. They are repor ted at nominal value, while foreign currency is translated at the exchange rate on the balance sheet date. Inventories Inventories are recognised at the cost of acquisition or production. During valuation, an amount below the acquisition or production costs is stated if the replacement cost is lower, whereby the upper limit is formed by the sales price less costs still outstanding and the lower limit by the sales price less costs still outstanding and the average profit margin (lower of cost- or- market rule). Securities Available - for- sale securities are recognised at current value. Unrealised changes in asset value, less any related tax ef fects relating to available - for- sale securities are repor ted as a separate item under shareholders’ equity. Realised profits and losses from the disposal of available - for- sale securities are established on the „first in, first out“ principle. In the case of a non - temporary fall in the market value of a security to below the acquisition cost, the book value is reduced to the actual current value. The loss in value is set against income and a new valuation ba sis for the security is ascertained. Dividends and interest income are treated as income upon realisation. Tangible assets Tangible assets are repor ted at historic acquisition or production costs, less scheduled depreciation. The depreciation is basically straight- line and extends over an anticipated economically useful life of 4 - 8 years for “Other proper ty, plant and of fice equipment”, 10 -25 years for buildings on non - owned land. 55 56 Notes to the consolidated financial statements Intangible assets Intangible assets are shown at acquisition cost and likewise depreciated by the straight- line method over an anticipated economically useful life of 4 -10 years. Impairment of long- lived assets and long- lived assets for disposal A review of the impairment of long- lived assets and long- lived assets for disposal is necessar y once events or changed conditions indicate that the book value of an asset is no longer attainable. The recov erability of asset value is ascer tained by comparing the book value of an object with the expected future net capital in - flow realised by this asset. If impairment obtains, depreciation is ef fected amounting to the dif ference between the book value of the asset values and the current value. Other accruals The recognition of accruals under US - GAAP is based on various criteria connected to the related, poten tial liability and the likelihood of it occurring. Under US - GAAP, the carr ying value with the highest likeli hood of occurrence, or the lowest limit of a range of carr ying values of equal probability, is to be used. Expense accruals are not permitted under US - GAAP. Deferred taxes Pursuant to the Statement of Financial Accounting Standards No. 109 (SFAS 109), “Accounting for In come Taxes”, deferred taxes are to be recognised for all taxable temporar y dif ferences between the book value in the US - GAAP balance sheet and the book value in the tax balance sheet. In line with US - GAAP, the recognition of deferred tax assets on loss carr yforwards is compulsor y, if it can be assumed that these can be used against taxable profits in the foreseeable future. Deferred tax assets and liabilities are stated on the basis of fixed tax rates applicable to the taxable income in the financial years in which the temporar y dif ferences are recovered or cleared. For both repor ting years, the tax rate used is 34% . If deferred tax assets and liabilities fulfil the criteria for an of fset, they are repor ted as netted. Social capital accruals Pursuant to the Statement of Financial Accounting Standards No. 87 (SFAS 87), “Employers‘ Accounting for Pensions”, and the Statement of Financial Accounting Standards No. 88 (SFAS 88), “Employers‘ Accounting for Settlement and Cur tailment of Defined Benefit Pensions Plans and for Termination Ben efits‘”, the only permitted actuarial procedure for the calculation of severance payments and long - ser vice bonuses is the projected unit credit method. Under this procedure, the anticipated benefits to be paid are spread over the active period or up to the probable date of incidence. Future anticipated pay increases are taken into account, as are fluctuations in the work force. The interest rate is measured according to the current long- term interest rate in the capital markets at the accounting date. Realisation of sales and product warranties Sales are reported in accordance with the agreed regulation of transfer of risk and property for deliveries and services, less discounts, client bonuses and rebates. Provision is made for existing warranty risks and uncol lectable receivables on the basis of empirical values, taking the current economic environment into account. Should obligations relating to the right of return exist, sales are only recognised when the criteria con tained in the Statement of Financial Accounting Standards No. 48 (SFAS 48), “Revenue Recognition When Right of Return Exists” are fulfilled. Annual repor t 2002 Consolidated financial statements Research and development As company business principally involves the marketing of innovative systems on the basis of already marketable components and modules, no major basic research is under taken. Advertising expenditure All adver tising expenditure is recorded as an expense in the year it is incurred. Adver tising expenditure amounted to EUR 3,974,169 and EUR 3,211,643 respectively for the financial years ending December 31, 2002 and 2001. Foreign currency valuation Monetar y items in foreign currency are repor ted at the exchange rate on the balance sheet date. Derivative financial instruments and credit risks The company is active internationally and therefore exposed to market risks arising from exchange rate fluctuations. The company uses forward exchange transactions and currency options as derivative finan cial instruments to reduce such market risks. According to the stipulations of SFAS 133 a dif ference is made between a fair value and cash flow hedge. Where the prerequisites for hedging are met, alterations to the current value of the instruments used in a cash flow hedge are recognised as non - realised other comprehensive income until the hedged basic busi ness is realised. In the case of fair- value hedging, both the basic business and the hedging transaction are recognised at current value, whereby changes are repor ted as realised. Should the hedging purpose no longer be attainable due to the cancellation of the basic business, then changes in the market value of the related derivatives are recognised as realised (in the income from operating activities). Scope of consolidation Apar t from the parent company, on the balance sheet date of December 31, 2002, the following compa nies were included: European Mobile Computer Service GmbH, Linz, capital holding 100 % . GERICOM Schweiz GmbH, Kreuzlingen, Switzerland, capital holding 100 % GERICOM Deutschland GmbH, Munich, Germany, capital holding 100 % GERICOM Far East Limited, Wanchai, Hong Kong, capital holding 100 % GERICOM Taiwan Co., Limited, Kweishan Hsiang, Taiwan, 100 % ige GERICOM Far East Limited subsidiary FAR EAST IT SERVICES LTD., Tor tola, British Virgin Islands (foundation: July 31, 2002), 100 % GERICOM Far East Limited subsidiar y In principle, the initial inclusion of an af filiated company occurs at the point in time when control over the assets and business of this company is actually transferred to the parent company. Consolidation methods Capital consolidation takes place on the basis of the book value method by means of the netting of the cost of acquisition of the investment against the share of shareholders’ equity obtained on the date of purchase. No dif ferences derive from capital consolidation. All receivables and liabilities, expenses and income derived from netting among companies within the scope of consolidation are eliminated. Except where material, interim results from inter- group transac tions are also eliminated. 57 58 Notes to the consolidated financial statements The assets and debts of foreign subsidiaries were calculated at the mean rate of exchange on the balance sheet date. Items in the income statement are translated at the mean rates for the financial year. Earnings per share The Statement of Financial Accounting Standards No. 128 (SFAS 128), “Earnings per share”, was used to calculate earnings per share. The company calculates earnings per share by dividing net income by the weighted average of shares outstanding in the financial year. The potential dilution ef fect derived from equity instruments used by the company is considered appropriately. Estimates In accordance with recognised accounting principles, during the process of drawing up these financial statements, the management of the company made a number of estimates and assumptions in connec tion with the recording of assets and liabilities and the stating of values for contingent claims and liabili ties. The amounts actually ensuing may dif fer from the estimates. Additional notes concerning the consolidated financial statements due to Austrian accounting regulations Reporting according to US Generally Accepted Accounting Principles (US - GAAP) The consolidated financial statements as at December 31, 2002, were drawn up in accordance with the accounting principles generally acceptable in the USA (US - GAAP) valid on the balance sheet date. In ac cordance with the stipulations of § 245a HGB, consolidated financial statements prepared in line with international principles constitute an exemption, when the preconditions laid down in Section 1, Lines 1- 3 are fulfilled. The following information is provided in order to meet these prerequisites. Information required for the preparation of consolidated financial statements in accordance with the 7th EC Directive (§ 245a Section 1 Line 1 HGB) In accordance with US - GAAP valuation principles, in these financial statements securities are recognised at current value, even where this is above the cost of acquisition. The balance derived from a change in current value is not repor ted in the income statement, but included directly under shareholders’ equity. Main dif ferences between Austrian accounting regulations (HGB) and US - GAAP HGB and US - GAAP accounting regulations are subject to par tially divergent basic principles. While ac counting using HGB attaches priority to the principle of commercial prudence and the protection of credi tors, accounting according to US - GAAP places a stronger emphasis on the provision of information of relevance to investors. In these financial statements, the main discrepancies between the HGB and US - GAAP regulations af fect the following items: 1. Deferred taxes According to US - GAAP, deferred taxes are to be recognised for all taxable temporar y dif ferences between the book values of the assets and liabilities in the US - GAAP balance sheet and those in the tax balance, as well as any anticipated advantages derived from tax loss carr yforwards. Under Austrian accounting law an obligation exists to recognise deferred tax liabilities and a selective right concerning the recognition of deferred tax assets. It is generally accepted that under HGB, the recognition of deferred tax assets on loss carr yforwards is not permissible. Annual repor t 2002 Consolidated financial statements 2. Other accruals In accordance with US - GAAP, accruals must be formed for liabilities to third par ties, which are likely to occur and can be reliably evaluated. Under the HGB, the formation of accruals is subject to the principle of commercial prudence. In practical terms, this frequently results in the formation of an accrual as soon as a liability is indicated. 3. Foreign currency valuation Whereas in line with the imparity principle, the HGB require the obligator y disclosure of unrealised profits, according to the US - GAAP monetar y items in foreign currencies are generally recognised at the exchange rate on the balance sheet date. 4. Hedging As opposed to the HGB, in the US - GAAP derivatives relating to the planned transaction may under cer tain circumstances be treated as hedging business and the change in their current value be recognised as non - realised. 59 60 Notes to the balance sheets and the income statements Notes to the balance sheets and the income statements Consolidated movement of fixed assets Movements in consolidated fixed assets as at December 31, 2002, are shown separately. (1) Trade accounts receivables Trade accounts receivable are as follows: 31.12.2002 Trade accounts receivable less adjustments for doubtful receivables Net trade accounts receivable 31.12.2001 EUR EUR 123,585,043 99,474,011 -3,056,430 -1,979,316 120,528,613 97,494,695 31.12.2002 31.12.2001 (2) Inventories Inventories are made up as follows: Raw materials and supplies Finished products and goods EUR EUR 3,120 3,120 59,543,349 54,324,033 Adjustments -2,132,145 -2,223,032 Total inventories net 57,414,324 52,104,121 31.12.2002 31.12.2001 EUR EUR Receivables from tax offices 3,757,988 2,265,169 Transport losses and damage 1,081,833 0 Advertising and publicity grants 923,626 806,319 Licence clearing 528,557 0 Prepaid expenses and deferred charges 321,103 149,049 Advanced payments 255,017 255,017 Receivables from directors and members of staff 167,164 405,116 Windfall credits 118,884 111,442 (3) Prepaid expenses and other current assets Other current assets are made up as follows: Receivable loss insurance 11,153 713,378 Receivables from derivative financial instruments 10,766 1,830,307 Interest deferrals Other 5,929 32,530 220,044 48,496 7,402,064 6,616,823 Annual repor t 2002 Consolidated financial statements (4) Financial assets The financial assets consist of available - for- sale securities. (5) Other fixed assets During the first quar ter of 2002, a piece of proper ty belonging to GERICOM AG, Linz, which was not re quired for operational purposes, was sold of at a price above its book value. (6) Other accruals Other accruals are made up as follows: 31.12.2002 31.12.2001 EUR EUR Guarantees and warranties 6,672,486 8,906,056 Impending losses from derivative financial instruments 4,756,600 701,901 Replacement credit notes 1,141,225 974,479 Discounts 1,092,342 323,743 Outstanding netting 260,000 300,000 Costs of legal proceedings 197,120 208,763 0 3,190,271 Purchase commission Other 545,567 236,859 14,665,340 14,842,072 The provisions for warranties and guarantees are formed on the basis of empirical experience. A dif feren tiation is made between sales involving, or not involving service agreements with third par ties. Reference should be made to Item (11) concerning the provision made for impending losses from deriva tive financial instruments. Following an out- of - cour t settlement regarding a dispute concerning the level of accrual for purchase commission, in the 2002 financial year this item was to be consumed or written back in the other operating income. (7) Deferred tax The following sets out the temporar y dif ferences between the book values and tax carr ying values of ma terial items as at December 31, 2002 and 2001, which were used to calculate the deferred tax stated: 61 62 Notes to the balance sheets and the income statements 31.12.2002 31.12.2001 EUR EUR Deferred tax assets (current): Elimination of interim results 140,517 0 0 409,861 136,349 228,612 Valuation of trade accounts payable Derivative financial instruments Accruals for personnel Other accruals Depreciation on shareholdings 38,995 10,077 4,129,518 484,046 159,772 213,077 4,605,151 1,345,673 657,000 1,550,000 Deferred tax liabilities (current): Other accruals Cash/bank 55,123 58,173 Derivative financial instruments 10,376 1,360,610 77,083 861,000 Valuation of trade accounts receivable Valuation of trade accounts payable Other Balance of assets and liabilities = deferral base Rate of tax Deferred tax 4,266,598 0 5,506 3,420 5,071,686 3,833,203 466,535 2,487,530 34.0 % 34.0 % 158,622 845,760 Netting was ef fected on the basis of the concurring and overlapping timing of deferred tax assets and liabilities. (8) Other current liabilities 31.12.2002 31.12.2001 EUR EUR Liabilities from customs duties 2,224,986 0 Tax liabilities 1,186,893 2,650,852 Customers’ windfall credit balances 591,006 842,527 Liabilities to members of staff 262,978 498,648 Liabilities from unconsumed leave 245,716 261,638 Social security liabilities 239,286 254,513 53,950 298,981 Liabilities from fees and bonuses Other 67,614 197,358 4,872,429 5,004,517 (9) Accruals relating to personnel The company makes accruals for statutor y obligations relating to severance payments. The company also makes accruals for long- service bonuses, the size of which depends on the length of service. A severance payment is due to employees upon termination of their employment by the company or retirement. The amount of this payment depends on the length of service and the salar y paid. Annual repor t 2002 Consolidated financial statements The following table shows the amounts recognised in the company‘s balance sheets for these provisions as at December 31, 2002 and 2001: 31.12.2002 Projected unit credit value (with no assumption of future increases in pay) Effects of anticipated future pay rises Projected unit credit value = total personnel accruals 31.12.2001 EUR EUR 103,508 89,672 46,857 22,763 150,365 112,435 The net expenditure on provisions for severance payments and long- service bonuses is made up as fol lows: 2002 2001 EUR EUR 75,811 65,989 Cash value of projected unit credit increment in the financial year concerned including interest up to the end of the financial year Interest on the definitive nominal amount of the projected unit credit value at the beginning of the year after sub -annual outputs are taken into account 12,026 6,219 87,837 72,208 The statement of these provisions as at December 31, 2002 and 2001 is based on the following as sumptions: 2002 2001 % % Discounting interest rate 6.0 6.0 Expected future increase in pay 2.5 2.5 The deductions for fluctuations are graded according to employees‘ length of service. (10) Share capital The common stock of GERICOM AG amounts to EUR 10,900,000, and is divided into 10,900, 000 no par value ordinar y bearer shares. Subject to approval by the Supervisor y Board, the Managing Board is empowered to increase the level of shareholders‘ equity in one or more stages by October 13, 2005 at the latest by a maximum amount of EUR 5,500,000.00 through the issue of 5,500,000 no par value ordinar y bearer shares with voting rights against cash or other asset payments In addition, the Managing Board remains authorised to purchase own shares to the amount of 10 % of company no par value stock by November 28, 2003. 63 64 Notes to the balance sheets and the income statements GERICOM Fixed Stock Option Compensation Plan In connection with the GERICOM IPO, company employees were provided with an oppor tunity to invest in the company, its corporate value and future development through the GERICOM Fixed Stock Option Compensation Plan. A predominant feature of this scheme was employee motivation and an additional incentive for success - oriented working, identification with the company and the creation of ties between the work force, GERICOM and its af filiates. A total of up to 750,000 GERICOM AG shares are reserved for the stock option programme. Depending on company choice, the shares issued to employees with an entitlement can either take the form of greenshoe GERICOM AG shares, which will be created through the use of approved capital, or own shares purchased by the company for the issue to employees with an entitlement. The options are granted with an exercise price, which results from the market value within 20 days of the granting of the entitlement and a related mark- up. 30 % of the options can be exercised following a two year freeze (Tranche 1 with 20 % mark- up), a fur ther 30 % af ter three years (Tranche 2 with 30 % mark- up) and the remaining 40 % af ter 4 years (Tranche 3 with 40 % mark- up). The stock option programme has a total length of five years. The company is using right of selection for the evaluation of employee options contained in the State ment of Financial Accounting Standard No. 123 (SFAS 123) “Accounting for Stock- Based Compensation”, in accordance with the intrinsic value method from the APB Opinion 25, “Accounting for Stock Issued to Employees”. As the intrinsic value of the options was zero at the time they were granted, no personnel expenses was recognised in the statements of income in connection with the stock option programme. The use of the fair value at the time of the under taking as stipulated by SFAS 123 resulted in the following pro forma net income and pro forma earnings per share. EUR Net income: recognised 18,634,732 pro forma 18,518,168 Basic EPS: recognised 1.71 pro forma 1.70 Dilutive EPS: recognised 1.71 pro forma 1.70 The weighted average of the fair value of the stock option at the time of the under taking amounted to EUR 1.88 per option and was determined by means of the “Black Scholes Options Price Model” using the following evaluation parameters: Annual repor t 2002 Consolidated financial statements EUR Risk-free interest rate: 5.2 % Volatility: 30 % Estimated period until exercise: Tranche 1 2.1 years Tranche 2 3.1 years Tranche 3 4.1 years Estimated dividend payment: 1.25 % A status summar y of the options granted under the GERICOM Fixed Stock Option Compensation Plan is contained in the table below: Number of shares Weighted average exercise price EUR Options granted as at Jan. 1, 2001 Granted 327,518 22.96 24,591 14.25 Exercised Lapsed Options granted as at Dec. 31, 2001 Exercisable options as at Dec. 31, 2001 0 n/a -56,497 21.23 295,612 21.71 79,288 20.40 The exercise prices for the options granted as at December 31, 2002 ranged between EUR 10.90 and EUR 42.21, the remaining period to maturity to between 2.87 and 4.91 years. (11) Financial instruments Securities Fixed asset securities are classified in the balance sheet as available - for- sale and valued accordingly. In accordance with statutor y regulations for severance payment provisions in Austrian law, the company has shares in cer tain investment funds. The costs and market value of available - for- sale securities as of December 31, 2002 and 2001 were made up as follows: Acquisition cost Non-realised losses EUR EUR Market value EUR 31.12.2002 103,121 -11,520 91,601 31.12.2001 106,755 -5,815 100,940 The acquisition cost was ascer tained by the identity price method. All the securities are opendated. Derivative financial instruments The following summar y shows all the derivative financial instruments employed by the company as at December 31, 2002. Derivatives qualified as fair value hedge: The derivative financial instruments qualified by the company as fair value hedge are under taken largely against the exchange rate fluctuation risk relating to recognised liabilities in foreign currencies. 65 66 Notes to the balance sheets and the income statements Upon the agreement of the derivative, valuation units were formed, in order to guarantee the formal connection between the basic and the hedging transaction. On the basis of company risk management targets and strategy, a high level of recognised hedging can be anticipated due to the retrograde value trend in basic and hedging business. This will be repor ted upon entr y to the hedging relationship and then during the hedging period. Nominal amount Nominal amount Market value change Hedge Underlying inefficiency Derivates USD EUR EUR EUR EUR 113,463,570 108,875,278 -4,756,601 4,809,133 52,532 The USD currency forwards agreed as at December 31, 2002 and qualified as fair value hedge are due between Januar y 1 and Februar y 25, 2003. (2002 in German) Derivatives qualified as cash flow hedge: The derivative financial instruments qualified by the company as cash value hedge are under taken largely in connection with planned orders and the resulting risk of exchange rate fluctuations on related liabili ties derived from the purchase of components in foreign currencies. The planned transactions, which are secured by anticipator y hedging, can be regarded as likely. Nominal amount Nominal amount Market value change Other comprehensive USD EUR Derivates EUR income EUR 17,245,000 16,503,258 -136,349 -136,349 EUR Market value change derivates Taxes on income Market evaluation change net of tax -136,349 46,359 -89,990 The USD currency forwards agreed as at December 31, 2002 and qualified as cash flow hedge are due on Februar y 3 -25, 2003. Other derivatives: A knock- out forward exchange transaction in dollars existed on the balance sheet date for the hedging of liabilities in foreign currencies. The positive change in the market value of this derivative financial instrument, which can be classified as speculative, amounting to EUR 10,376 was recognised as income during the financial year under review. (12) Other operating income and expenses Other operating income mainly consists of the write - back of the accrual for purchase commission (EUR 3.1 m), the payment of claims (EUR 2.5 m) and the sale of a piece of proper ty not required for operating purposes (EUR 0.5 m). Annual repor t 2002 Consolidated financial statements Other operating expenses relate to allocations for the value adjustment of receivables (EUR 0.6 m), cases of damage and transpor t losses (EUR 2.7 m) and an allocation to the accrual for the payment of copyright. (13) Taxes on income Taxes on income are structured as follows: 2002 Current Deferred Total 2001 EUR EUR 5,980,645 8,681,225 -545,269 -233,267 5,435,376 8,447,958 The ef fective expense of tax on income amounted to EUR 5,435,376 and EUR 8,447,958 for the financial years ending December 31, 2002 and 2001 respectively and relates to the income tax expense calcu lated at the Austrian corporation tax rate of 34% on profit before tax as follows: 2002 2001 EUR EUR Income tax expense at the statutory tax rate 8,183,837 9,144,108 Differing tax rates of international subsidiaries -2,777,474 - 687,489 Educational allowance/Apprentice grants -8,898 -18,846 Non-deductable expenses 47,151 3,464 Fictive netting of foreign withholding tax -5,837 -13,181 Other -3,403 19,902 5,435,376 8,447,958 Other information (14) Contributions to advertising costs The reductions in earnings include contributions made to customers for adver tising costs amounting to EUR 2,939,928 (2001: TEUR 2,683). Those contributions to adver tising costs not directly related to the volume of products purchased by the customer, are repor ted under the expenses for adver tising (EUR 610,500 ; 2001: TEUR 0). The contributions to adver tising costs received from suppliers amounting to EUR 3,796,767 (2001: TEUR 3,184,000) were again deducted from the production costs. (15) Other financial obligations The following statement sums up commitments not included among liabilities: 67 68 Notes to the balance sheets and the income statements 31.12.2002 Letters of credit Bills of exchange 31.12.2001 EUR EUR 8,760,849 4,436,477 2,721,310 3,559,539 11,482,159 7,996,016 (16) Transactions with related parties and companies The company transacts sales on normal market terms with the foreign companies S plus S Poland Marketing, Engineering and Computer Production sp.zo.o., Poland, and S Co S, Ceské Budejovice, Czech Republic. The company also transacts sales with EEE Electronic Holding GmbH, Linz, on normal market terms. The companies mentioned above are af filiates of the Oberlehner Private Trust, the beneficiar y of which is among other functions, the Chairman of Gericom AG. The companies granted the Chairman a loan of EUR 157, 164 (2001: TEUR 175). (17) Segment disclosures The Statement of Financial Accounting Standards No. 131 (SFAS 131), “Disclosures about Segments of an Enterprise and Related Information”, sees the star ting point for segment disclosures as being the internal organisation or structure of a company, on the basis of which the management measures the profitability of a branch, division, af filiate or similar (management approach), i.e. the segment disclosure should constitute a breakdown of the financial statements in a manner that is used by management to make decisions in operational matters. The management does not consider either the individual product groups or geographical sales areas as separate segments in the sense of SFAS 131, as these are only distinguishable from each other in an immaterial way in terms of oppor tunities and risks, and moreover the markets and product groups evolve in close interdependence. 2002 Sales Share 2001 Sales EUR % EUR % 40,875,233 7.5 84,830,497 15.7 Germany 339,761,588 62.5 332,090,180 61.5 Other EU countries 146,244,873 26.9 103,404,693 19.2 CEE countries 7,076,359 1.3 8,347,201 1.5 Third countries 4,744,238 0.8 3,183,640 0.6 Switzerland 5,371,262 1.0 8,040,924 1.5 544,073,553 100.0 539,897,135 100.0 Austria Share Annual repor t 2002 Consolidated financial statements The regional distribution of sales is in accordance with the location of the headquarters of the customers. The company transacts substantial sales with a few impor tant large customers. In 2002, 60 % of sales in the financial year were with the three Linz, March 7, 2001 The Managing Board Ing. Mag. Hermann Oberlehner Gerhard Leimer 69 70 Consolidated movement of fixed assets Consolidated movement of fixed assets as at December 31, 2002 Acquisition and production costs currency deviation Additions Transfer EUR EUR EUR EUR 377,822 0 251,323 0 2,783,544 0 326,026 623,670 0 As at 1.1.2002 I. Intangible assets: Concessions, trademarks and similar rights, licences II. Tangible assets: 1. Property, real property rights, including buildings on non-owned land (therof land value: EUR 35.771; 2001: TEUR 36) III. 2. Machinery and equipment 2,879,848 0 128,492 3. Other property, plant and office equipment 1,695,872 -1,438 563,683 0 4. Assets under construction 623,670 0 0 - 623,670 7,982,934 -1,438 1,018,201 0 106,755 0 0 0 57,039 0 0 0 163,794 0 0 0 8,524,550 -1,438 1,269,524 0 Financial assets: 1. Fixed asset securities (rights) 2. Other borrowings Annual repor t 2002 Consolidated financial statements Disposals As at Accumulated Book value as at Book value as at 31.12.2002 depreciation 31.12.2002 31.12.2001 Depreciation during the financial year EUR EUR EUR EUR EUR EUR 0 629,145 332,435 296,710 102,275 56,887 82,925 3,650,315 968,912 2,681,403 1,955,874 224,167 370 3,007,970 1,361,516 1,646,454 2,064,670 546,707 88,867 2,169,250 1,254,316 914,934 662,714 293,581 0 0 0 0 623,670 0 172,162 8,827,535 3,584,744 5,242,791 5,306,928 1,064,455 3,634 103,121 11,520 91,601 100,940 5,706 0 57,039 57,039 0 0 0 3,634 160,160 68,559 91,601 100,940 5,706 175,796 9,616,840 3,985,738 5,631,102 5,510,143 1,127,048 71 72 Auditor’s repor t Auditor’s report To the Supervisor y Board and shareholders of GERICOM AG : We have audited the accompanying consolidated financial statements of GERICOM AG, Linz, comprising the consolidated balance sheets as at December 31, 2002 plus the related statements of income and cash flows, and statements of shareholders’ equity, together with the notes for the financial years from Januar y 1 to December 31, 2002. These consolidated financial statements are the responsibility of the company‘s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with Austrian accounting principles and practice and the International Standards on Auditing of the International Federation of Accountants (IFAC). These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes the examination, on a sample basis, of evidence suppor ting the amounts and disclosures in the financial statements. An audit also includes an assessment of the accounting and valuation principles used and significant estimates made by manage ment, as well as an evaluation of the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the consolidated financial statements of GERICOM AG give a true and fair view of the fi nancial position as at December 31, 2002, and the results of operations and cash flows of the financial years from Januar y 1 to December 31, 2002, in accordance with the accounting principles generally accepted in the USA (US - GAAP). Pursuant to Austrian commercial law, the consolidated management repor t and adherence to the require ments for exemption from the compilation of consolidated financial statements in accordance with the Austrian Commercial Code must be examined. In our opinion, the management repor t complies with the consolidated financial statements and the legal requirements for an exemption from the obligation to compile consolidated financial statements in accordance with the Austrian Commercial Code has been met. Linz, March 6, 2003 KPMG Alpen -Treuhand GmbH Wir tschaf tsprüfungs - und Steuerberatungsgesellschaf t (Gabriele Lehner) (Ernst Haidenthaler) Char tered auditor and tax consultant Char tered auditor and tax consultant On disclosure or reproduction of the Consolidated Financial Statements in a form (e.g. abridged or trans lated into another language) that dif fers from the confirmed setting, the auditor’s opinion may neither be quoted nor referred to without approval. FINANCIAL STATEMENTS 74 Balance sheet Balance Sheet as at December 31, 2002 with comparative figures for 2001 in EUR 1,000 (TEUR) Assets As at As at 31.12.2002 31.12.2001 EUR TEUR 296,710.04 102 A. Fixed assets: I. Intangible assets: Franchise rights, commercial patents and trademarks, similar rights and privileges and derivative licences II. Tangible assets: 1. Real estate, rights equivalent to real estate and buildings, including buildings on non-owned land 2,681,402.30 2,437 2. Machinery and equipment 1,646,454.35 2,065 729,850.10 537 3. Other machinery, plant and office equipment 4. Work in progress III. 0.00 624 5,057,706.75 5,663 Financial assets: 1. Investments in affiliated companies 91,852.43 92 2. Fixed asset securities (loan stock rights) 77,051.13 86 168,903.56 178 5,523,320.35 5,943 B. Current assets:: I. Inventories: 1. Raw materials and supplies 2. Finished products and merchandise 3. Advance payments made II. 3 40,393 255,016.24 255 33,953,481.66 40,651 Receivables and other assets: 1. Trade accounts receivable III. 3,120.83 33,695,344.59 119,387,746.21 93,695 2. Receivables from affiliated companies 2,299,381.45 3,504 3. Other receivables and assets 6,754,408.14 4,366 128,441,535.80 101,565 Cash, deposits at banks C. Deferred income: 33,188,085.90 41,082 195,583,103.36 183,298 314,855.76 142 201,421,279.47 189,383 Annual repor t 2002 Financial statements Liabilities and shareholders‘ equity As at As at 31.12.2002 31.12.2001 EUR TEUR 10,900,000.00 10,900 38,750,937.49 38,751 143,104.36 51 A. Shareholders‘ equity:: I. Share capital II. Capital reserves: : III. Retained earnings: IV. Net profit (thereof profit/loss carried forward appropriated capital reserves Other retained earnings (voluntary reserves) EUR 10,621,923.18; 2001: TEUR 1,121) 22,624,656.02 17,707 72,418,697.87 67,409 216,956.68 309 B. Untaxed reserves: Other untaxed reserves C. Provisions: 1. Provision for severance payments 2. Provision for taxes 3. Other provisions 115,872.65 73 2,123,700.00 3,614 11,375,879.74 17,673 13,615,452.39 21,360 D. Liabilities: 1. Liabilities to credit institutions 276.36 0 2. Trade accounts payable 52,237,466.43 50,979 3. Liabilities to affiliated companies 58,468,070.80 45,151 4. Other liabilities (thereof taxes: EUR 1,186,892.88; 4,464,358.94 4,175 2001: TEUR 2,651; thereof social security payments EUR 189,102.64; 2001: TEUR 183) Contingent liabilities 115,170,172.53 100,305 201,421,279.47 189,383 5.459.362,39 3.618 75 76 Income statement Income statement for the financial year 2002 with comparative figures for 2001 in EUR 1,000 (TEUR) 1. Sales 2. Other operating income: 3. 4. a) Income from the disposal of the fixed assets with the exception of financial assets b) Income from the reversal of provisions c) Other 2001 EUR TEUR 663,849,968.81 567,352 82,041.16 3 5,639,072.83 32 3,917,113.19 4,455 9,638,227.18 4,490 - 619,151,686.95 -502,406 Cost of materials and services: a) Cost of materials b) Cost of services -10,393,081.79 -17,027 - 629,544,768.74 -519,433 Personnel expenses: a) Wages -1,056,686.01 -1,329 b) Salaries -4,046,751.00 -3,477 c) Severance payments d) Compulsory social security contributions and payroll-related taxes e) Other social expenses 5. Depreciation of intangible assets and tangible assets 6. Other operating expenses: a) b) 7. 2002 Taxes other than those included under item 14 Miscellaneous Sub -total from items 1 - 6 -42,498.74 -26 -1,405,971.52 -1,245 -44,301.50 -11 - 6,596,208.77 - 6,088 -1,086,308.43 -876 - 6,532.73 -72 -18,576,942.36 -20,599 -18,583,475.09 -20,671 17,677,434.96 24,774 Annual repor t 2002 Financial statements 8. Other interest and similar income (thereof from affiliated companies EUR 6,104.01; 2001: 2002 2001 EUR TEUR 555,555.43 1,098 6,366.36 0 TEUR 9) 9. Income from the disposal of financial assets 10. Expenses on financial assets 11. Interest and similar expenses (thereof from affiliated companies EUR 11,484.00; 2001: Depreciation -5,706.00 -3 -271,706.21 -704 TEUR 0) 12. Sub -total from items 8 -11 13. Result from ordinary business activities 284,509.58 391 17,961,944.54 25,165 14. Taxes on income 15. Net income -5,959,211.70 -8,581 12,002,732.84 16,584 16. Reversal of untaxed reserves 17. Allocation to the retained earnings 18. Profit carried forward 10,621,923.18 1,121 19. Net profit 22,624,656.02 17,707 91,937.89 31 -91,937.89 -29 77 78 Notes for the financial year 2002 Notes for the financial year 2002, GERICOM AG, Linz I. Application of commercial law stipulations These financial statements for 2002 were prepared in accordance with the stipulations of the Austrian Commercial Code. The company is a large corporation in the sense of § 221 of the Austrian Commercial Code. Individual items in the balance sheet and income statement that were combined in the interest of clarity are repor ted separately in the Notes. Additional information is provided in the Notes where this is impor tant to the determination of the fairest view possible of the company’s assets, finances and earnings situation. The income statement is prepared in tabular form in accordance with the cost of production method. The method of repor ting employed in the annual accounts of the preceding year is retained. The company is the parent company of the GERICOM Group and subject to a consolidation requirement. II. Accounting and valuation methods The financial statements were prepared in accordance with the principles of orderly accounting, as well as the general principle of providing the fairest view possible of the company‘s assets, finances and earn ings situation. The principle of completeness was also adhered to during the preparation of the financial statements. Evaluation was based on the going concern principle. The principle of individual evaluation was applied to the assets and liabilities. The commercial prudence principle was complied with insofar that only such profits realised up to and on the balance sheet date are repor ted. All recognisable risks and impending losses, which occurred in 2002, or in a previous financial year, were taken into account. The valuation methods employed previously were retained. Intangible assets purchased against payment are shown at the cost of acquisition less scheduled depreciation calculated using the straight- line method. An economically useful life of 4 -10 years was assumed. Tangible assets are repor ted at historic acquisition or production costs, less scheduled or extraordinar y depreciation. The useful economic life for developed real estate is 25 - 50 years, for buildings on non - owned land, 10 -25 years, for machiner y and equipment, 4 - 5 years, and for tools, plant and of fice equipment, 4 - 8 years. Low value assets are fully depreciated in the year of purchase. Extraordinar y depreciation is under taken where it is necessar y that the amount repor ted should be lower or where this is permitted under special tax regulations. No extraordinar y depreciation on assets was under taken during the year under review. The financial assets are reported at the cost of acquisition, or at a lower value should this be applicable. The company made no use of the selective right of capitalisation available under § 198 Section 10 of the Austrian Commercial Code f f EUGesRÄG. Inventories are recognised at the cost of acquisition or produc tion, or the lower value on the balance sheet date. In accordance with the lower of cost or market principle, appropriate depreciation was under taken in the case of above - average storage periods or limited usability and for a loss - free valuation. Receivables and other assets are repor ted at nominal value. Receivables in foreign currency are repor ted at the lower of the exchange rate on the date of accrual and the mean exchange rate on the balance Annual repor t 2002 Financial statements sheet date. Individual provisions were formed for recognisable risks. A flat rate deduction was made for the general credit risk. In line with statutor y requirements, all recognisable risks and impending losses were taken into account during the calculation of the receivables. When determining the provision for warranties and guarantees, dif ferent provisions are made for sales with and without service agreements with third par ties. The accruals for severance payments were simplified by repor ting at 47.5% or 60 % of the fictitious entitle ment on the balance sheet date. There are no objections to the use of this percentage, as a calculation completed during 2002 according to actuarial principles showed that the tax amount repor ted was suf ficient to meet commercial law requirements. The accrual for obligations similar to severance payments related to the provision for long- service bonuses. The actuarial calculation took place on the basis of an interest rate of 4% and a deduction for fluctuation of 50 % . Liabilities are repor ted at their repayment value. Liabilities in foreign currencies are repor ted at the exchange rate on the date of accrual or at the higher selling exchange rate on the balance sheet date. Where appropriate valuation units could be formed with derivative financial instruments, the valuation of liabilities in foreign currencies took place at the secured forward rate. III. Notes to the balance sheet Assets The breakdown of the assets and asset movements during the year under revue are contained in the movement of fixed assets table (compare Enclosure 1 to the Notes). Due to long- term rental agreements, in 2002 there was a liability on assets not repor ted in the balance sheet of EUR 270,949.04 (2001: TEUR 188). Liabilities for the next five years total EUR 1,327,485.40 (2001: TEUR 944). During the financial year under review, extraordinar y depreciation of EUR 5,706.00 was under taken (2001: TEUR 3). Fixed asset securities were purchased for the statutor y coverage of the accrual for severance payments. A breakdown of investments is contained in the list of investments (Enclosure 3 to the Notes). 79 80 Notes for the financial year 2002 Receivables and other assets Carrying value Thereof maturing Thereof maturing 31.12.2002 in less than one in less than one Flat rate provision Carrying value EUR year EUR year EUR EUR EUR Trade accounts receivable 119,387,746.21 119,387,746.21 0.00 (45,783.89) 93,695,411.65 Receivables from affiliated 2,299,381.45 2,213,306.40 86,075.05 (0.00) 3,503,611.83 6,754,408.14 6,754,408.14 0.00 (0.00) 4,366,212.30 128,441,535.80 128,355,460.75 86,075.05 (45,783.89) 101,565,235.78 31.12.2001 companies Other receivables and assets As at December 31, 2002, there were receivables maturing in more than one year to the value of EUR 86,075.05 and the flat rate provision was lef t at a total of EUR 45,783.89. Income of EUR 1,418, 092.59 (2001: TEUR 1,558) is included under the item „Other receivables and assets”, which was first recog nised af ter the balance sheet date. Share capital As at December 31, 2002, share capital amounted to EUR 10,900,000, and is divided into 10,900, 000 no par value ordinar y bearer shares with a nominal value of EUR 1.00 each. Subject to approval by the Supervisor y Board, the Managing Board is empowered to increase the level of shareholders‘ equity in one or more stages by October 13, 2005 at the latest by a maximum amount of EUR 5,500,000.00 through the issue of 5,500,000 no par value ordinar y bearer shares with voting rights against cash or other asset payments In addition, the Managing Board remains authorised to purchase own shares to the amount of 10 % of company no par value stock by November 28, 2003. Retained earnings The retained earnings consisted entirely of other reserves (voluntar y reserve). Untaxed reserves A breakdown of the untaxed reserves and movements during the year under review is repor ted separately (compare Enclosure 2 to the Notes). Other provisions The item “Other provisions”, amounting to EUR 11,375,879.74, largely consist of provisions for warranties and guarantees (EUR 6,507,000.00), replacement vouchers (EUR 1,141,225.73) and discounts (EUR 1,092,342.32). Annual repor t 2002 Financial statements Liabilities Carrying value Thereof maturing Carrying value Thereof maturing 31.12.2002 in less than one 31.12.2001 in less than one EUR year EUR EUR year EUR 276.36 276.36 0.00 0.00 Trade accounts payable 52,237,466.43 52,237,466.43 50,978,678.69 50,978,678.69 Liabilities to affiliated companies 58,468,070.80 58,468,070.80 45,151,657.59 45,151,657.59 4,464,358.94 4,464,358.94 4,174,615.64 4,174,615.64 115,170,172.53 115,170,172.53 100,304,951.92 100,304,951.92 Liabilities to credit institutions Other liabilities The item “Other liabilities” contains expenses of EUR 427,376.60 recognised after the balance sheet date. On the balance sheet date there were no liabilities with a maturity period of more than five years. Contingent liabilities 31.12.2002 Credits Bills 31.12.2001 EUR EUR 2,738,052.02 58,229.08 2,721,310.37 3,559,538.55 5,459,362.39 3,617,767.63 The bills repor ted in the contingent liabilities relate to discounted bills, which on the date of the audit had already been redeemed to an amount of EUR 1,614,801.55. IV. Notes to the income statement Sales 2002 2001 EUR EUR Third party revenues: Gross domestic revenues Gross international revenues Group revenues 38,581,212.89 86,851,194.82 513,838,339.16 468,063,782.12 552,419,552.05 554,914,976.94 125,862,263.18 24,909,217.03 -11,539,025.71 -9,424,670.33 minus: Sales commission and advertising cost grants Customer discounts and rebates -2,892,820.71 -3,047,442.98 -14,431,846.42 -12,472,113.31 663,849,968.81 567,352,080.66 81 82 Notes for the financial year 2002 The reductions in earnings include contributions made to customers for adver tising costs amounting to EUR 2,939,927.78 (2001: TEUR 2,683). Those contributions to adver tising costs not directly related to the volume of products purchased by the customer, are repor ted under the expenses for adver tising (EUR 610,500.00 ; 2001: TEUR 0). In addition, the contributions to adver tising costs received from suppliers amounting to EUR 3,796,767.12 (2001: TEUR 3,184) have been deducted from the production costs. Employees (annual average) 2002 2001 Blue -collar 64 71 White -collar 175 145 Total 239 216 Share options In connection with the GERICOM IPO, company employees were provided with an oppor tunity to invest in the company, its corporate value and future development through the GERICOM Fixed Stock Option Com pensation Plan. The predominant features of this scheme were employee motivation and an additional incentive for success - oriented working, identification with the company and the creation of ties between the work force, GERICOM and its af filiates. A total of up to 750,000 GERICOM AG shares are reser ved for the stock option programme. Depending on company choice, the shares issued to employees with an entitlement can either take the form of greenshoe GERICOM AG shares, which will be created through the use of approved capital, or own shares purchased by the company for the issue to employees with an entitlement. The options are granted with an exercise price, which results from the market value and a related markup. 30 % of the options can be exercised following a two - year freeze (Tranche 1 with 20 % mark- up), a fur ther 30 % af ter three years (Tranche 2 with 30 % mark- up) and the remaining 40 % af ter 4 years (Tranche 3 with 40 % mark- up). Following the freeze period, rights can be exercised subsequent to the ordinar y annual general meeting and af ter the results for the second and third quar ters have been published. The stock option programme has a total length of five years. The number and distribution of the rights allocated and exercised during the financial year are as follows: Number of shares Granted as at 1.1.2002: Weighted average Gerhard Leimer Other employees exercise price EUR 10,000 317,296 22.96 Granted 0 24,591 14.25 Exercised 0 0 na Expired 0 56,275 21.23 10,000 285,612 21.71 3,000 76,288 20.40 Granted as at 31.12.2002 Right of exercise as at 31.12.2002 Annual repor t 2002 Financial statements The market value determined using the “Black Scholes options price model“ to which the options al located up to December 31, 2002 were granted, ranged between EUR 0.30 and EUR 3.00 depending on the date of the commitment and the respective exercise tranche. The total value amounted to EUR 163,553.96. Other operating income Income from the write - back of provisions mainly derived from the par tial write - back of the provision for guarantees and warranties and the write - back of the accrual for purchase commission. The remaining other operating income derived form the payments of claims, excess customer payments, passed on personnel expenses and insurance income. Other operating expenses In par ticular, the other operating expenses repor ted contain damage claims, insurance premiums, mon etar y movement charges, the write - of f of receivables, legal and consultancy fees, maintenance, rents and leasing expenses, contributions to professional bodies, communications costs, of fice expenses, vehicle costs, employee training, allocations to the provision for receivables, research and development and foreign exchange rate expenses. Taxes on income On December 31, 2002, the capitalised amount for asset side tax deferrals, which in accordance with § 198 Section 10 HGB - ff EU - GesRÄG 1996 (using the transitional stipulations pursuant to Art XVI Section 3 EU GesRÄG 1996) does not require separate reporting, totalled around EUR 72,300.00 (2001: TEUR 255). 83 84 Notes for the financial year 2002 V. Additional information Members of the Managing Board during the 2002 financial year: Hermann Oberlehner, Linz (Chairman) Herr Gerhard Leimer, Wels Members of the Supervisor y Board during the 2002 financial year: Jochen Tschunke, Chairman, (from Januar y 1 until May 29, 2002) Georg Bauer, Chairman, (from May 30, 2002) Wolfgang Stürzer, Deputy Chairman (from Januar y 1 until May 29, 2002) Har tmann Weirather Gerhard Sperrer, Deputy Chairman (from December, 2002) Gernot Friedhuber (from Januar y 1 until October 17, 2002) Remuneration to active members of the Managing Board during the period under review totalled EUR 443,102.37. Linz, March 7, 2003 The Managing Board Hermann Oberlehner Gerhard Leimer Chief Executive Of ficer Chief Financial Of ficer Enclosure 1 to the Notes: movement of fixed assets table Enclosure 2 to the Notes: movement of untaxed reserves table Enclosure 3 to the Notes: table of investments Annual repor t 2002 Financial statements Enclosure 2: Movements in the untaxed reserves As at 1.1.2002 Reversal due to premature As at 31.12.2002 withdrawal EUR EUR EUR 1998 91,937.89 91,937.89 0.00 1999 65,634.03 0.00 65,634.03 Other untaxed reserves: Investment allowances in accordance with § 10 Austrian Income Tax Law: 2000 151,322.65 0.00 151,322.65 308,894.57 91,937.89 216,956.68 Enclosure 3: Table of investments Capital share Currency in % Equity Net result 2002 2002 Gericom Deutschland GmbH, Munich, Germany 100.0 TEUR 18 0 Gericom Schweiz GmbH, Kreuzlingen, Swiss 100.0 TCHF 398 145 European Mobile Computer Service GmbH, Linz 100.0 TEUR 139 12 Gericom Far East Limited, Hong Kong, China 100.0 TEUR 10,140 8,118 85 86 Movement of fixed assets Enclosure 1: Movement of fixed assets as at December 31, 2002 Acquisition and production costs I. Disposals Transfer EUR EUR EUR 377,822.09 251,322.55 0.00 3,325,282.62 326,025.89 623,669.67 0.00 Intangible assets: Concessions, trademarks and similar rights, licences II. 1.1.2002 Tangible assets: 1. Property, real property rights, including buildings on non-owned land (therof land value: EUR 35.771,31; 2001: TEUR 36) III. 2. Machinery and equipment 2,879,848.13 128,491.85 3. Other property, plant and office equipment 1,537,246.69 449,031.32 0.00 4. Assets under construction 623,669.67 0.00 - 623,669.67 8,366,047.11 903,549.06 0.00 Financial assets: 1. Shareholdings in affiliated companies 91,852.43 0.00 0.00 2. Fixed asset securities (rights) 92,102.77 0.00 0.00 3. Other borrowings 57,038.59 0.00 0.00 240,993.79 0.00 0.00 8,984,862.99 1,154,871.61 0.00 Annual repor t 2002 Financial statements Disposals 31.12.2002 Accumulated Book value as at Book value as at Depreciation dur- depreciation 31.12.2002 31.12.2001 ing the financial EUR EUR EUR EUR EUR year EUR 0.00 629,144.64 332,434.60 296,710.04 102,274.51 56,887.02 624,664.15 3,650,314.03 968,911.73 2,681,402.30 2,437,149.89 230,131.32 370.12 3,007,969.86 1,361,515.51 1,646,454.35 2,064,669.90 546,707.40 78,906.16 1,907,371.85 1,177,521.75 729,850.10 536,664.48 252,582.69 0.00 0.00 0.00 0.00 623,669.67 0.00 703,940.43 8,565,655.74 3,507,948.99 5,057,706.75 5,662,153.94 1,029,421.41 0.00 91,852.43 0.00 91,852.43 91,852.43 0.00 3,633.64 88,469.13 11,418.00 77,051.13 86,390.77 5,706.00 0.00 57,038.59 57,038.59 0.00 0.00 0.00 3,633.64 237,360.15 68,456.59 168,903.56 178,243.20 5,706.00 707,574.07 9,432,160.53 3,908,840.18 5,523,320.35 5,942,671.65 1,092,014.43 87 88 Auditor’s repor t Auditor’s report We have examined the consolidated financial statements of GERICOM AG as at December 31, 2002, which were prepared pursuant to current Austrian commercial law, in accordance with auditing princi ples. These consolidated financial statements are the responsibility of the company‘s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with Austrian accounting law and practice. These standards re quire that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes the examination, on a sample basis, of evidence suppor ting the amounts and disclosures in the financial statements. An audit also includes an assessment of the accounting and valuation principles used and significant estimates made by manage ment, as well as an evaluation of the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. On the basis of our audit, we allocate the following unqualified approval pursuant to § 274 Section 1 of the Austrian Commercial Code: „In our opinion, the accounting and consolidated financial statements fulfil the statutor y requirements. The consolidated financial statements give a true and fair view of the assets, financial position and earnings of the company in accordance with the principles of orderly accounting. The management repor t corresponds with the consolidated financial statements.“ Linz, March 7, 2003 KPMG Alpen -Treuhand Wir tschaf tsprüfungs - und Steuerberatungs - GmbH (Gabriele Lehner) (Ernst Haidenthaler) Char tered auditor and tax consultant Char tered auditor and tax consultant On disclosure or reproduction of the Consolidated Financial Statements in a form (e.g. abridged or trans lated into another language that dif fers from the confirmed setting), the auditor’s opinion may neither be quoted nor referred to without approval. Annual repor t 2002 Abbrevations AFTER SALES SERVICE Customer service, e.g. the repair or expansion of a product, which is available to the customer following the purchase of a product ASSEMBLY Production of a functional end product using various components B2B Business transacted on the internet between dif ferent companies B2C Business to Consumer Business transacted on the internet between commercial suppliers and private customers BLUETOOTH New standard for radio communications with a reach of approximately 12 metres. Facilitates cable - free data exchange between notebooks, printers, mobiles, digital cameras, handhelds and all types of electronic devices BTO - PRODUCTION Built to Order- Production Production procedures that enable notebooks to be produced in line with the wishes of customers, as expressed in individual contracts BURN - IN - PROCEDURE Quality assurance test carried out on individual notebook components (e.g. memor y components), or other products during pilot operation BUSINESS ENABLER allows retailers from other branches to commence the sale of notebooks and other high - tech products CAGR Compounded Average Growth Rate Average annual growth rate over a number of years CD - Burner A device for recording large amounts of data onto CD - ROMs and other compact discs CD - ROM Compact Disc Read Only Memory Optical data store in the form of a compact disc. The storge capacity of a CD - ROM is up to 680 Megabytes. This is enough to store large amounts of data such as digitalised music, large scale software programmes, text or pictures. It is not possible to subsequently change the stored data (Read Only Memory, ROM) CONNECTIVITY possibility for permanent network linkage via various technologies like UMTS, GPRS, wireless L AN, Bluetooth 89 90 Abbrevations CUSTOMER REL ATIONSHIP MANAGEMENT Management System to provide customer suppor t and secure DESKTOP- PC Conventional personal computer in which the actual computer is customer loyalty housed in a dif ferent casing to, e.g. the screen or the keyboard DVD Digital Versatile Disk The DVD is the successor to the CD - ROM and at present is mainly used for video data, e.g. for storing films EBIT Earnings before interest and taxes E- BUSINESS Electronic business system based on internet technology, which networks all business transactions between dif ferent companies and customers, in order to open up new channels of distribution, improve service and cut costs E- COMMERCE A general term applied to all forms of business transactions agreed by suppliers and customers via the internet EDUCATION NOTEBOOKS Notebooks tailor- made for applications in schools and universities E- SALES Sales via the internet FAQ Frequently asked questions Replies to frequently asked questions FORECAST Estimate of customer requirements GDP Gross domestic product GOING PUBLIC Company flotation on the stock exchange GPRS General Packet Radio System faster data transmission technology for existing GSM - networks HIGH PERFORMANCE NOTEBOOK Notebook for the professional user, which is especially powerful in terms of technical demands such as speed, storage capacity and interfaces IPO Initial Public Of fering Issue of securities by a company for a cer tain market segment I - STATION Name given to the computer station developed by GERICOM, which makes internet access possible Annual repor t 2002 Abbrevations ISO International Organization for Standardization L AN Local Area Network, local corporate network LCD Liquid Cr ystal Display LCDs are flat displays with liquid cr ystal indicators, which are mainly used in por table computers or mobile phones LCD - PC All - in - one device, in which the latest notebook technology and components are integrated into one housing, in order to meet high demands with regard to performance an enlargement capacity LIFESTYLE NOTEBOOKS GERICOM notebooks with a good price - performance ratio and modern design MARKET CAPITALISATION Number of shares issued by a company multiplied by the respective share price MICROSOFT WINDOWS CE An operating system that was developed by Microsof t especially for hand - held PCs and PDAs MOBILE COMPUTING & COMMUNICATION Collective term for mobile data processing equipment and accessories, from notebooks and handhelds, to enlargement cards, e.g. for modems, ethernet, wireless L AN, GPS receivers, and internal components such as hard disks, processors, storage devices and batteries NEMAX ALL SHARE Index of all companies listed on the New Market OEM - CONTRACTS Original Equipment Manufacturer Contracts Original Equipment Manufacturer Contracts are contracts concluded with companies, which purchase products or components from other manufacturers and sell them on under their own name or integrate them into their own products PCMCIA Personal Computer Memor y Card Industr y Association; the interface standard for all mobile personal computers PDA Personal Digital Assistant – PDAs are small mobile computers, which are used as appointment books, reference works and for the storage of small amounts of data. It is also possible to send and receive faxes or connect to the internet via a radio Telefone PICK - UP SERVICE Defect equipment is collected directly from the customer and then returned when repaired 91 92 Abbrevations POINT OF SALE Place at which a product is sold PR Public relations RETAILER Chain stores with large amounts of floor space SHAREHOLDER VALUE APPROACH Process for assessing the value of a company. This demands concentration on the long- term maximisation of corporate value to the benefit of the shareholders SME small and medium - sized enterprise TFT- DISPL AY Thin Film Transistor Display Flat screen with a liquid cr ystal colour display TOUCH - SCREEN A computer screen which enables the user to give commands by touching its surface UMTS Universal Mobile Telecommunications System A new, globally used mobile phone standard, which covers the European GMS standard, the Japanese PHS standard and the American AMPS standard, and provides access to internet applications via mobile phones USB Universal Serial Bus; a universal interface used as a connection to other peripherals VALUE ADDED RESELLER – VAR SMEs, which sell their services in combination with products WEB Shor t for World Wide Web, the complete collection of internet documents stored on internet servers around the world WEB - APPLIANCES Hardware products that provide access to the internet WEB PAD The name given to a small mobile computer (8 x 12 inches format), which will be of fered by GERICOM in the future. It will have a touch screen and will provide mobile Internet access WEB SHOP, WEB STORE Vir tual internet business WIRELESS L AN Wireless local area network – Network for the local wireless transmission of data GERICOM Aktiengesellschaf t A - 4021 Linz | Industriezeile 35 investor@ gericom.com | www.gericom.com