Annual Report • Mar 26, 2017
Annual Report
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BILAN DE SOCIÉTÉ RAPPORTO DI GESTIONE MEMORIA ANNUAL
Dr. Ulrich Wandel, CFO
27 MARCH 2017
The information contained in this Presentation has been provided by SHOP APOTHEKE EUROPE N.V. (the "Company" and, together with its shareholders, subsidiaries and associated companies, the "Group") and has not been verified independently. Unless otherwise stated, the Company is the source of the information contained herein. For the purposes of this notice, the Presentation includes this document, its contents or any part of it and any related video or oral presentation, any question or answer session and any written or oral material discussed or distributed during the presentation meeting.
Presentations are by their nature abbreviated information and cannot substitute for narrative information. In addition, the information herein is preliminary and is not comprehensive. Consistent with its purpose, this Presentation does not include all information that is material to evaluate the strengths and weaknesses as well as risks and opportunities of the Company.
This Presentation does not constitute or form part of, and should not be construed as an offer or invitation or recommendation to, purchase or sell or subscribe for, or as any solicitation of any offer to purchase or subscribe for, any securities of the Company, in any jurisdiction. Neither this Presentation, nor any part thereof nor anything contained or referred to therein, nor the fact of its distribution, should form the basis of or be relied on in connection with, or serve as an inducement in relation to, a decision to purchase or subscribe for or enter into any contract or make any other commitment whatsoever in relation to any such securities.
No reliance may be placed for any purpose whatsoever on the information or opinions contained in the Presentation or on its completeness, accuracy or fairness. Neither the Company, the remainder of its Group nor its shareholders, any of their respective affiliates, directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the accuracy, completeness or fairness of the information or opinions in the Presentation (or whether any information has been omitted from the Presentation) or any other information relating to the Group, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the Presentation or its contents or otherwise arising in connection therewith. In particular, no representation or warranty is given as to the likelihood of achievement or reasonableness of, and no reliance should be placed on, any projections, targets, ambitions, estimates or forecasts contained in this Presentation, and nothing in this Presentation is or should be relied on as a promise or representation as to the future. No statement in this Presentation is intended as a profit forecast or a profit estimate and no statement in this Presentation or any related materials should be interpreted to mean that earnings per share for the future or current financial periods would necessarily match or exceed historical published earning per share.
This Presentation contains forward-looking statements based on the currently held beliefs and assumptions of the management of the Company, which are expressed in good faith and, in their opinion, are reasonable. Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, financial condition, performance, or achievements of the Company, or industry results, to differ materially from the results, financial condition, performance or achievements expressed or implied by such forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely, such as future market conditions, currency fluctuations, the behavior of other market participants, the actions of regulators and other factors such as the Company's ability to continue to obtain financing to meet its liquidity needs, changes in the political, social and regulatory framework in which the Group operates or in economic or technological trends or conditions. Given these risks, uncertainties and other factors, recipients of this document are cautioned not to place undue reliance on these forward-looking statements. It is up to the recipient of the Presentation to make its own assessment as to the validity of such forward-looking statements and assumptions.
All information in this Presentation is current at the time of publication but may be subject to change in the future. The Company disclaims any obligation to update or revise any statements, in particular forward-looking statements, to reflect future events or developments.
To the extent available, the industry and market data contained in the Presentation has come from official or third party sources. Third party industry publications, studies and surveys generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the accuracy or completeness of such data. While the Company reasonably believes that each of these publications, studies and surveys has been prepared by a reputable source, the data contained therein has not been independently verified by the Company or anyone else. In addition, certain of the industry and market data contained in the Presentation come from the Company's own internal research and estimates based on the knowledge and experience of the Company's management in the market in which the Company operates. While the Company believes that such research and estimates are reasonable and reliable, they, and their underlying methodology and assumptions, have not been verified by any independent source for accuracy or completeness and are subject to change. Accordingly, undue reliance should not be placed on any of the industry or market data contained in the Presentation.
Statements contained in this Presentation regarding past events or performance should not be taken as a guarantee of future events or performance.
Recipients of this Presentation should not treat the contents of this Presentation as advice relating to legal, taxation or investment matters, and must make their own assessments concerning such matters and other consequences of a potential investment in the Company and its securities, including the merits of investing and related risks. Any prospective purchaser of the Securities is recommended to seek its own independent financial advice.
In receiving or otherwise accessing this Presentation, you will be deemed to have represented, agreed and undertaken (i) that you are permitted, in accordance with all applicable laws, to receive such information, (ii) that you are solely responsible for your own assessment of the business and financial position of the Company and that you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of the Company and (iii) that you have read and agree to comply with the contents of this notice.
This Presentation has been presented to you solely for your information and must not be copied, reproduced, distributed or passed (in whole or in part) to any other person at any time.
The distribution of the Presentation in certain jurisdictions may be restricted and accordingly it is the responsibility of any person into whose possession the Presentation falls to inform themselves about and observe any restrictions. The Presentation is only addressed to and directed at persons: (i) in member states of the European Economic Area ("EEA") who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC and amendments thereto, including Directive 2010/73/EU, to the extent implemented in the relevant member state of the EEA) ("Qualified Investors"); (ii) in the United Kingdom, at Qualified Investors who are persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or who are high net worth companies, unincorporated associations and other bodies who fall within article 49(2)(a) to (d) of the Order; or (iii) persons to whom it may otherwise be lawful to communicate it to (all such persons together being referred to as "Relevant Persons"). The Presentation is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons.
Neither this Presentation nor any part or copy of it may be taken or transmitted into the United States of America ("United States") or distributed, directly or indirectly, in the United States. The securities of the Company have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state in the United States and may not be offered or sold in the United States except in reliance on an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
This Presentation and the information contained therein, is not directed to, or intended for viewing, release, distribution, publication or use by (directly or indirectly, in whole or in part), any person or entity that is a citizen of, or resident or located in, the United States, Australia, Canada or Japan or any jurisdiction where applicable laws prohibit its viewing, release, distribution, publication or use.
• Q+A
Huge Addressable Market – Continental Europe2) (2015, € bn)
€ 33 bn Current Focus Market
Highly Fragmented Market – No Upcoming Competitor From Consolidation Play
Source: SHOP APOTHEKE EUROPE, Sempora Research, Cosmetics Europe Research. All market sizes exclude VAT. Note: OTC is defined as non-prescription medication. Continental Europe excludes the UK and certain small EU countries; countries included are: Germany, France, Italy, Spain, Poland, Romania, Netherlands, Belgium, Portugal, Czech Republic, Hungary, Sweden, Bulgaria, Denmark, Slovakia, Norway, Austria. 1) Based on Sempora estimates (2015) incl. VAT adjusted by Rx VAT rate (source: Statista). 2) Euromonitor International; online penetration calculated by dividing the internet retailing market size across Continental Europe by the total market size for each vertical.
The growth of the Online pharmacy market in Continental Europe is speeding up
Source: SHOP APOTHEKE EUROPE.
Note: Continental Europe excludes the UK and certain small EU countries; countries included are: Germany, France, Italy, Spain, Poland, Romania, Netherlands, Belgium, Portugal, Czech Republic, Hungary, Sweden, Bulgaria, Denmark, Slovakia, Norway, Austria. #1 OTC position in terms of revenue .
73 % Repeat orders
3.5m Average monthly visits
>100k Available products
€ 52 Stable cart size
Q4-2016 sales went up +52 % compared to Q4-2015.
FARMALINE is consolidated as of 14 September, accelerating group sales growth from Q4 on.
Source: SHOP APOTHEKE EUROPE, Sempora Research, Euromonitor. Note: 1) Online penetration calculated by dividing the Internet retailing market size across Continental Europe by the total market size for each vertical. 2) Excludes Germany and the UK and certain small EU countries; countries included are: France, Italy, Spain, Poland, Romania, Netherlands, Belgium, Portugal, Czech Republic, Hungary, Sweden, Bulgaria, Denmark, Slovakia, Norway, Austria.
Source: SHOP APOTHEKE EUROPE. *We define active customers as unique customers who are active in 12 months preceeding a given period of time including the FARMALINE customer base in Q4.
Share of repeat orders (%) Average basket size (in €)
Positive sales momentum continues in the new fiscal year 2017.
Gross Profit increased in line with revenues.
• driven by FARMALINE (Belgium, Italy, Spain) and SHOP APOTHEKE sales growth in Austria and France.
Source: SHOP APOTHEKE EUROPE.
* Net Working Capital increased due to build-up of international inventory plus seasonal effects at year-end.
28
MICHAEL KÖHLER CEO & Major Shareholder Strategy, M&A, Purchasing, HR, Regulatory
STEPHAN WEBER CMO, Deputy CEO & Co-founder Business Development, Marketing & Sales
20 years experience in the pharmaceutical industry (Hoechst, Aventis)
15 years of pharmaceutical & online experience
20 years life sciences work experience (incl. Fresenius, Hoechst)
DR. ULRICH WANDEL
CFO Finance
15 years work experience in leading mail-order pharmacies (incl. DocMorris)
THERESA HOLLER
Operations & Customer Services
Chief Pharmacist,
COO
MARC FISCHER CTO & Co-founder IT, Technology and Products
• > 20 years work experience in IT (incl. Credit Suisse, Bechtle)
| Type of Shares: | Bearer shares |
|---|---|
| Stock Exchange: | Frankfurt Stock Exchange |
| Market Segment: | Regulated Market (Prime Standard) |
| ISIN: | NL0012044747 |
| Number of shares outstanding: | 9,069,878 |
| Issue Price: |
€ 28.00 |
| Placement Volume: | € 115m including Greenshoe |
| 2016 | GERMANY | INTERNATIONAL | GERMANY SERVICES |
ELIMINATIONS | CONSOLIDATED |
|---|---|---|---|---|---|
| € '000 |
€ '000 |
€ '000 |
€ '000 |
€ '000 |
|
| Revenue Cost of sales |
145,549 -115,910 |
30,376 -24,777 |
4,108 -423 |
-2,641 0 |
177,391 -141,109 |
| Gross Profit % of revenue |
29,640 20.4 % |
5,599 18.4 % |
3,685 89.7 % |
-2,641 | 36,282 20.5 % |
| Other income Selling & Distribution Adjusted S&D* |
1,810 -27,458 -27,419 |
363 -10,698 -9,901 |
31 -2,742 -2,742 |
0 2,641 2,641 |
2,204 -38,255 -37,421 |
| Segment EBITDA Adjusted Segment EBITDA |
3,992 4,030 |
-4,735 -3,939 |
975 975 |
231 1,066 |
|
| Administrative expense Adjusted AE** |
-8,597 -6,855 |
||||
| EBITDA Adjusted EBITDA |
-8,366 -5,789 |
||||
| Depreciation | -3,273 | ||||
| EBIT Adjusted EBIT |
-11,638 -9,062 |
||||
| Net finance cost and income tax Adjusted net finance cost and income tax*** |
-6,807 -1.644 |
||||
| Net Loss Adjusted Net Loss |
-18,445 -10,733 |
* Adjusted S&D excludes one-off FARMALINE integration cost
** Adjusted AE excludes mostly one-off costs related to the IPO
*** Excludes one-offs related to the shareholder loan repayment
| 2015 | GERMANY | INTERNATIONAL | GERMANY SERVICES |
ELIMINATIONS | CONSOLIDATED |
|---|---|---|---|---|---|
| € '000 |
€ '000 |
€ '000 |
€ '000 |
€ '000 |
|
| Revenue Cost of sales |
115,660 -92,383 |
8,425 -7,163 |
3,398 -295 |
-1,905 0 |
125,578 -99,841 |
| Gross Profit % of revenue |
23,277 20.1 % |
1,262 15.0 % |
3,103 91.3 % |
-1,905 | 25,737 20.5 % |
| Other income Selling & Distribution |
1,194 -23,630 |
95 -3,626 |
27 -1,936 |
0 1,905 |
1,316 -27,287 |
| Segment EBITDA |
841 | -2,269 | 1,194 | 0 | -234 |
| Administrative expense Adjusted AE* |
-6,419 -5.020 |
||||
| EBITDA Adjusted EBITDA |
-6,653 -5,254 |
||||
| Depreciation and amortisation |
-2,166 | ||||
| EBIT Adjusted EBIT |
-8,819 -7,420 |
||||
| Net finance cost and income tax |
-1,729 | ||||
| Net Loss Adjusted Net Loss |
-10,548 -9,149 |
* Adjusted AE excludes one-off costs related to the IPO
| YEAR ENDED 31 DEC 16 |
YEAR ENDED 31 DEC 15 |
||
|---|---|---|---|
| € '000 |
€ '000 |
||
| Revenue | 177,391 | 125,578 | |
| Costs of sales |
-141,109 | -99,841 | |
| Gross profit |
36,282 | 25,737 | |
| Other income Selling and Distribution Administrative Expense |
2,204 -41,036 -9,089 |
1,316 -29,143 -6,729 |
|
| Result from operations |
-11,639 | -8,819 | |
| Finance income Finance expense Net finance cost |
17 -9,338 -9,321 |
593 -2,275 -1,682 |
|
| Result before tax |
-20,960 | -10,501 | |
| Income tax expenses |
2,515 | -47 | |
| Loss for the year |
-18,445 | -10,548 | |
| Attributable to: Owners of the Company |
-18,445 | -10,548 |
| ASSETS | 31 DEC 16 | 31 DEC 15 | |
|---|---|---|---|
| € '000 |
€ '000 |
||
| Non-current assets |
|||
| Property, plant and equipment |
2,613 | 2,417 | |
| Intangible assets |
22,169 | 13,616 | |
| 24,782 | 16,033 | ||
| Current assets |
|||
| Inventories | 18,841 | 10,412 | |
| Pre-ordered stock |
6,823 | 5,653 | |
| Trade an other receivables |
8,278 | 4,100 | |
| Other current assets |
3,130 | 3,046 | |
| Other financial assets |
20,012 | 0 | |
| Cash and cash equivalents |
38,485 | 3,529 | |
| 95,569 | 26,739 | ||
| Total Assets | 120,351 | 42,772 |
| EQUITY AND LIABILITIES | 31 DEC 16 | 31 DEC 15 | |
|---|---|---|---|
| € '000 |
€ '000 |
||
| Shareholders´ equity |
|||
| Issued capital and share premium |
122,238 | 13,007 | |
| Reserves/accumulated loss |
-28,993 | -10,548 | |
| 93,245 | 2,459 | ||
| Provisions | 2,961 | 0 | |
| Non-current liabilities |
|||
| Loan from related parties (shareholders) |
0 | 19,002 | |
| Deferred tax liability |
0 | 2,564 | |
| Other liabilities | 3,334 | 3,000 | |
| 3,334 | 24,566 | ||
| Current liabilities |
|||
| Trade and other payables |
12,563 | 8,638 | |
| Amounts due to related parties |
404 | 3,202 | |
| Other liabilities | 7,844 | 3,906 | |
| 20,811 | 15,747 | ||
| Total equity and liabilities |
120,351 | 42,772 |
Source: SHOP APOTHEKE EUROPE.
| CASH FLOW FROM OPERATING ACTIVITIES | 31 DEC 16 |
31 DEC 15 |
||
|---|---|---|---|---|
| CONSOLIDATED | Operating result Adjustments for: |
-11,639 | -8,819 | 37 |
| – Depreciation and amortisation of non-current assets |
3,272 | 2,166 | ||
| CASH FLOW | – Operationg result adjusted for depreciation and amortisation and provisions – Movements in working capitals: |
-8,367 | -6,653 | |
| - (Increase)/decrease in trade and other receivables and other current assets |
-4,260 | -2,213 | ||
| STATEMENT. | - (Increase)/decrease in inventory |
-8,429 | -5,820 | |
| - (Increase)/decrease in pre-ordered stock |
-1,171 | -121 | ||
| - Increase/(decrease) in trade and other payables and other liabilities - Increase/(decrease) in amounts due to related parties |
7,812 -2,798 |
2,921 3,202 |
||
| Working capital movement |
-8,847 | -2,032 | ||
| Cash generated from operations |
-17,214 | -8,779 | ||
| Interest received | 17 | 0 | ||
| Net cash (used in)/generated by operating activities |
-17,197 | -8,779 | ||
| CASH FLOW FROM INVESTING ACTIVITIES | ||||
| Investment for property, plant and equipment |
-953 | -1,313 | ||
| Investment for intangible assets | -2,941 | -2,737 | ||
| Investment for Farmaline acquisition |
-550 | 0 | ||
| Investment for other financial assets | -20,012 | 0 | ||
| Net cash (used in)/generated by investing activities |
-24,456 | -4,050 | ||
| CASH FLOW FROM FINANCING ACTIVITIES | ||||
| Interest paid | -1,266 | -950 | ||
| Shareholder Loan Repayment Net additional financing from related parties |
-27,074 | 14,011 | ||
| Capital increase | 10,008 | |||
| Share issue from IPO | 100,000 | |||
| Share issue cost | -5,393 | |||
| Deposit from related parties and other non-current liabilities | 334 | 3,000 | ||
| Net cash (used in)/generated by financing activities |
76,609 | 16,061 | ||
| Net increase/(decrease) in cash and cash equivalents |
34,956 | 3,232 | ||
| Source: SHOP APOTHEKE EUROPE. | Cash and cash equivalents at the beginning of the year |
3,529 | 297 | |
| Cash and cash equivalents at the end of the year |
38,485 | 3,529 |
Dr. Ulrich Wandel
CFO
Phone: +31 77-8 50 6117
E-Mail: [email protected]
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