Quarterly Report • Nov 19, 2015
Quarterly Report
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Medical imaging software - Detect what matters.
2015
| FIGURES IN € k | Jan 1 - Sept 30, 2015 |
Jan 1 - Sept 30, 2014 |
Change | |
|---|---|---|---|---|
| Revenues | 11,933 | 9,661 | 24 % | |
| of which segment | Digital Mammography | 9,454 | 7,280 | 30 % |
| Other Diagnostics | 2,479 | 2,381 | 4 % | |
| of which billing currency1 | Euro | 1,242 | 548 | 20 % |
| US-Dollar | 10,691 | 9,113 | 24 % | |
| EBITDA | 5,109 | 4,373 | 17 % | |
| EBITDA margin | 43 % | 45 % | ||
| EBIT | 3,620 | 3,150 | 15 % | |
| EBIT margin | 30 % | 33 % | ||
| Net financial result | 603 | 775 | -22 % | |
| EBT | 4,223 | 3,925 | 8 % | |
| Net profit for the period | 2,964 | 3,456 | -14 % | |
| Earnings per share in € (basic) | 1.66 | 2.01 | -17 % | |
| Earnings per share in € (diluted) | 1.65 | 2.01 | -18 % | |
| Sept 30, 2015 | Dec 31, 2014 | Change | ||
| Equity capital | 34,583 | 30,270 | 14 % | |
| Intangible assets | 14,261 | 15,621 | -9 % | |
| Non-current and current liabilities | 10,232 | 7,984 | 28 % | |
| Balance sheet total | 44,815 | 38,254 | 17 % | |
| Equity ratio in % | 77 % | 79 % | ||
| Liquid funds2 | 22,042 | 17,511 | 26 % | |
| Employees3 | 93 | 94 | -1 % |
1 Revenues are allocated to the currency according to the location of the customer; comprised of indirect sales via industry customers as well as sales to clinical end customers in the segment Distant Services.
2 Comprising cash, cash equivalents and securities available for sale.
3 Full-time equivalents as of balance sheet date.
| As at September 30, 2015 | |
|---|---|
| Industry sector | Software / Medical Technology |
| Subscribed capital | € 1,820,000.00 |
| No. of shares | 1,820,000 |
| Last quotation on December 31, 2014 | € 18.11 |
| Last quotation on September 30, 2015 | € 23.01 |
| High/low in 2015 | € 24.23 / € 17.65 |
| Market capitalization | € 41.878 m |
| Treasury stock | 0 (0 %) |
| Free float | 23.5 % |
| Prime Standard (Regulated market) | Frankfurt and Xetra |
| Over-the-counter markets | Berlin, Dusseldorf, Munich, Stuttgart |
| Indices | CDAX, PrimeAS, TechnologyAS, DAXsector Soft ware, DAXsubsector Software, GEX |
| ISIN / WKN / Ticker symbol | DE000A0LBFE4 / A0LBFE / M3V |
| KEY FIGURES (IFRS)1 | ||
|---|---|---|
| LETTER TO THE SHAREHOLDERS3 | ||
| THE MEVIS SHARE 5 | ||
| INTERIM MANAGEMENT REPORT Q3/20157 Basics of the company7 Structure 7 |
||
| Short summary of business activities 7 | ||
| Reporting segments8 | ||
| Economic report9 Earnings position9 |
||
| Financial position 10 | ||
| Asset position 10 | ||
| Material events occurring after the balance sheet date 11 | ||
| Opportunities and risk report 11 | ||
| Outlook 11 | ||
| INCOME STATEMENT Q1 TO Q3 201512 | ||
| STATEMENT OF COMPREHENSIVE INCOME12 | ||
| STATEMENT OF FINANCIAL POSITIONS 14 | ||
| STATEMENT OF CASH FLOW 15 | ||
| STATEMENT OF CHANGES IN EQUITY 16 | ||
| NOTES TO THE FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 201517 | ||
| Basic information 17 | ||
| General disclosures 17 | ||
| Recognition and measurement methods 17 | ||
| Effects of new accounting standards 17 | ||
| Selected notes on the balance sheet and income statement 18 | ||
| 1. | Revenues 18 | |
| 2. | Income from the capitalization of development costs 18 | |
| 3. | Staff costs 18 | |
| 4. | Other operating expenses 18 | |
| 5. | Depreciation and amortization 19 | |
| 6. | Net financial result 19 | |
| 7. 8. |
Income taxes 19 Interest in associated companies 19 |
|
| 9. | Current other financial assets 19 | |
| 10. | Shareholders´ equity 20 | |
| 11. | Other financial liabilities 21 | |
| 12. | Transactions with related parties 21 | |
| 13. | Contingent receivables and contingent liabilities 21 | |
| 14. | Earnings per share 21 | |
| 15. | Segment information 22 | |
| 16. | Post balance sheet events 22 | |
| RESPONSIBILITY STATEMENT 23 | ||
| DISCLAIMER 24 | ||
| FINANCE CALENDAR 201525 |
from left: Marcus Kirchhoff, Dr. Robert Hannemann
Dear Shareholders, Customers, Business Associates and Employees,
The trend seen at MeVis in 2015 continued in the third quarter: a sharp increase in sales in both the new license and maintenance businesses driven primarily by the strong US dollar and the development services for Hologic contained in sales, on the one hand, and rising operating expenses on the other. In the third quarter, 80 % of sales were generated with Hologic, thereby further increasing dependency on this business.
The domination and profit and loss transfer agreement concluded on August 10, 2015 between VMS Deutschland Holdings GmbH as the controlling company and MeVis Medical Solutions AG as the controlled company was entered into the Commercial Register of the Local Court of Bremen on October 20, 2015 and thus became legally effective. The shareholders of MeVis Medical Solutions AG approved the agreement at the extraordinary shareholders' meeting on September 29, 2015 by a large majority.
Our performance in detail: Sales generated in the third quarter of 2015 amounted to € 4,795 k, a considerable 33 % increase compared to the third quarter of 2014 (€ 3,599 k). As a result, sales in the first nine months likewise rose significantly year on year to € 11,933 k (prev. year: € 9,661 k). The change in the US dollar exchange rate is largely responsible for sales growth of € 2,272 k, and contributed € 1,781 k. Software development services totaling € 522 k (prev. year: € 0 k) following the agreement concluded with Hologic in September 2014 are also included in sales for the first nine months of 2015. Including the positive effect of the strong US dollar, sales in the new license business improved by 16 % to € 5,901 k while sales in the maintenance business grew by 19 % to € 5,093 k, accounting for 43 % of total sales. Sales in the Digital Mammography segment were up by 30 % to € 9,454 k (prev. year: € 7,280 k), while sales in the Other Diagnostics segment grew slightly by 4 % to € 2,479 k (prev. year: € 2,381 k).
Operating costs in the third quarter of 2015 rose considerably due to slightly higher staff costs, but in particular on the back of other operating expenses. Staff costs increased according to plan by a cumulative total of 3 % in the first nine months. Primarily due to increased consulting costs in connection with the domination and profit and loss transfer agreement, other operating expenses rose in the third quarter in a yearon-year comparison to € 916 k (prev. year: € 572 k), and, cumulated for the first nine months of 2015, increased by 24 %.
Development costs (prev. year: € 1,163 k) were capitalized for the last time in the fourth quarter of 2014.
Despite the discontinued capitalization of development costs, cumulated EBITDA (earnings before interest, taxes, depreciation and amortization) increased considerably by 17 % year on year from € 4,373 k to € 5,109 k due to the improvement in sales.
Depreciation and amortization came to € 1,489 k (up 22 % year on year primarily due to higher scheduled write-downs on capitalized development costs), resulting in EBIT (earnings before interest and taxes) of € 3,620 k (up a significant 15 % on the previous year's figure of € 3,150 k) for the reporting period and a corresponding EBIT margin of 30 % (prev. year: 33 %).
The financial result decreased by € 172 k year on year to € 603 k. At the same time, the slight improvement in earnings at MeVis BreastCare GmbH & Co. KG was overcompensated by effects from the development of the US dollar. Tax expenses increased by € 790 k to € 1,259 k, which is largely due to deferred taxes.
After-tax earnings consequently fell by € 492 k to € 2,964 k, which is equivalent to undiluted earnings per share of € 1.66 (prev. year: € 2.01).
Cash and cash equivalents rose by € 4,531 k to € 22,042 k as of September 30, 2015 compared to the end of 2014. This includes € 1,707 k from the disposal of treasury shares to VMS Deutschland Holdings GmbH in April 2015.
In view of the development of business so far, we reiterate our forecast for the year adjusted on September 7. According to this forecast, we expect sales to grow to between € 14.5 and € 15.0 million. The Digital Mammography business segment will remain the main sales contributor with at least 75 %. Earnings before interest and taxes (EBIT) are expected to be between € 3.5 million and € 4.0 million (prev. year: € 3.9 million). Liquidity is expected to rise to between € 23.0 million and € 24.0 million in 2015 as a result of sustained positive cash flows and the payment of € 1.7 million received in April 2015 for the sale of treasury shares. As in the reporting period, we will regularly review and adjust our guidance during the course of the fiscal year according to business developments.
In light of the continued high degree of dependency on business with Hologic and the considerable decline in sales with our key customers that we anticipate for 2017, we continue to welcome the affiliation with Varian Medical Systems, which provides us with opportunities for further diversifying our business activities. The domination and profit and loss transfer agreement, which went into legal effect when it was entered into the commercial register on October 20, marked another milestone in the integration process.
We would like to take this opportunity to once again thank all employees for their exceptional performance as well as our business associates, customers and shareholders for their confidence in us!
Marcus Kirchhoff Dr. Robert Hannemann Chairman & CEO Member of the Executive Board
The highest price recorded for the MeVis share on the XETRA electronic trading system during the period was € 24.23; the lowest level it traded at was € 17.65. MeVis Medical Solutions AG closed the third quarter at a share price of € 23.01 (XETRA) compared to € 18.11 at the end of 2014. By the end of the third quarter of 2015, the share had gained around 27 % against the closing price at the end of 2014. At the same time, the MeVis share developed very positively over the last 12 months compared to the third quarter of 2014 at around +53 %. At the end of the period, the Company's market capitalization amounted to approximately € 41.88 million in relation to the 1,820,000 shares in circulation. The number of registered deposit accounts declined sharply from 1,007 at the end of 2014 to 649 at the end of the period due to the acquisition of 73.52 % of MeVis shares by VMS Deutschland Holdings GmbH.
The domination and profit and loss transfer agreement concluded on August 10, 2015 between the VMS Deutschland Holdings GmbH as the controlling company and MeVis Medical Solutions AG as the controlled company was registered with the Commercial Register of the Bremen Local Court on October 20, 2015 and thus became legally effective. The shareholders of the MeVis Medical Solutions AG already approved the domination and profit and loss transfer agreement by a large majority in the extraordinary general meeting on September 29, 2015.
| 9 M Sept 30, 2015 |
6 M June 30, 2015 |
3M Mar 31, 2015 |
12 M Dec 31, 2014 |
|
|---|---|---|---|---|
| Closing price in € | 23.01 | 22.50 | 18.62 | 18.11 |
| Period high in € | 24.23 | 22.50 | 19.50 | 22.95 |
| Period low in € | 17.65 | 17.65 | 17.65 | 12.93 |
| Market capitalization in million € (XETRA ultimo) |
41.9 | 41.0 | 31.2 | 31.2 |
| Number of shares | 1,820,000 | 1,820,000 | 1,820,000 | 1,820,000 |
| Treasury stock | 0 | 0 | 97,553 | 97,553 |
| Price-to-earnings ratio (XETRA ultimo) | 10.40 | 15.63 | 12.58 | 8.38 |
| Earnings per share in € (basic) | 1.66 | 0.72 | 0.37 | 2.16 |
| Earnings per share in € (diluted) | 1.65 | 0.71 | 0.37 | 2.16 |
The shareholder structure has not changed since the end of the second quarter. The VMS Deutschland Holdings GmbH, based in Darmstadt, an affiliate of Varian Medical Systems, Inc., Palo Alto, California, USA, has acquired the majority of shares in MeVis Medical Solutions AG in April 2015 in accordance with a voluntary public takeover offer and now owns 1,337,995 shares (equivalent to 73.52 % of the total share capital). Another institutional shareholder, Oppenheim Asset Management Services S.à.r.l, holds approximately 3.01 % of the shares in accordance with the shareholder notifications received by us and around 23.47 % is free float.
Fig.: Shareholder structure as at September 30, 2015 (In accordance with the shareholder notifications received by us.)
Through a joint venture with Siemens Healthcare GmbH, Munich (hereafter: "Siemens"), MeVis Medical Solutions AG (hereafter: "MMS AG", "MeVis" or "Company") holds 51 % of MeVis BreastCare GmbH & Co. KG (hereafter: "MBC" or "MBC KG").
MMS AG develops innovative software for analyzing and evaluating image data and marketing it to equipment manufacturers of medical devices and providers of medical IT platforms.
MeVis' clinical focuses are image-based early detection and diagnosis of epidemiologically important diseases such as breast, lung, prostate and colon cancer as well as neurological disorders. The software applications support all the imaging modalities available. These not only include X-ray modalities such as computed tomography, digital mammography or digital tomosynthesis, but also magnetic resonance imaging, digital sonography and the simultaneous use of multiple modalities (multimodality). Then there are the more modern imaging modalities, such as positron emission tomography (PET), sonoelastography and molecular imaging. MeVis supplies technologies and applications for global medical industry leaders, meeting their needs and helping them to strengthen their leadership positions.
MeVis also offers image-based support for planning and conducting surgical interventions in the form of MeVis Distant Services, which provides customized services to automate the processing, quantitative analysis and patient-specific visualization of radiological image data. It also offers an internationally unparalleled process for planning complex operations on the liver and other organs is offered. Sales and marketing activities are directly addressed towards clinical end users (B2C).
In addition, MeVis is expanding its offer for clinical end users in the area of online training. MeVis Online Academy offers interactive online training to improve the diagnostic capabilities of clinical end users. The product range of online services will be expanded gradually.
For reporting purposes and internal governance, MeVis has two operating segments ("Digital Mammography" and "Other Diagnostics").
The Digital Mammography segment develops and markets software products which support breast diagnostic imaging and intervention. Aside from the original products for digital mammography, new software applications for other imaging modalities such as ultrasound, magnetic resonance imaging and tomosynthesis were added. These products are distributed to the industrial customer Hologic.
In addition to the breast diagnostics business based on magnetic resonance imaging conducted with Invivo Corporation, the Other Diagnostics segment also includes digital radiology products (e.g. magnetic resonance imaging (MRI), computed tomography (CT), etc.) for other types of diseases such as lung, prostate and intestinal disorders as well as general image-based analysis and diagnostics of radiology images. Furthermore, the business with Vital Images for lung diagnostics and general analysis of MR-image data is included in this segment. Other main activities in this segment include image and risk analysis for planning liver surgery and tumor diagnostics in connection with clinical studies of pharmaceutical companies (Distant Services business segment).
The MMS AG differentiates the geographical areas USA and Europe due to the local distribution of realized sales.
Sales of € 4,795 k in the third quarter of 2015 were up approximately 33 % on the level of the previous year (€ 3,599 k). At € 636 k, sales growth of € 1,196 k is primarily attributable to the change in the US dollar exchange rate. The annual adjustment of the maintenance agreements with Hologic also positively affected sales. Both the maintenance business, which was up 33 % to € 2,013 k (prev. year: € 1,513 k), and the new license business, which increased by 29 % to € 2,575 k (prev. year: € 1,999 k), recorded considerable gains in the third quarter compared to the previous year's period.
Revenues in the first three quarters of 2015 amounted to € 11,933 k and increased by approximately 24 % from the level of the previous year (prev. year: € 9,661 k). The sales increase of € 2,272 k includes a positive exchange rate effect of € 1,781 k. At € 522 k, sales related to the development services for Hologic also contributed to improved sales figures. Revenues are broken down into the segments Digital Mammography at € 9,454 k (prev. year: € 7,280 k) and Other Diagnostics at € 2,479 k (prev. year: € 2,381 k). At 79 % (prev. year: 75 %); the Digital Mammography segment continues to be the main source of revenues in the Company.
The installed base of software licenses once again led to consistently high maintenance and service revenues. In the first three quarters of 2015, the share of sales accounted for by maintenance and service amounted to 43 % (prev. year: 44 %).
The 3 % rise in personnel expenses to € 5,370 k (prev. year: € 5,208 k) is largely due to minor salary increases. MMS AG had 106 employees on average in the first three quarters of 2015. This corresponds to 93 full-time equivalents (prev. year: 107 employees or 94 full-time equivalents).
Development costs were capitalized for the last time in the fourth quarter of 2014. This reduced capitalized development costs in the period under review to € 0 k (prev. year: € 1,163 k). Other operating expenses increased year on year and amounted to € 1,918 k (prev. year: € 1,542 k), which is particularly attributable to the costs of the takeover by VMS Deutschland Holdings GmbH and the costs associated with concluding the domination and profit and loss transfer agreement. The expense mainly comprised legal and consulting costs of € 631 k (prev. year: € 91 k), rental expenses/leasing costs of € 444 k (prev. year: € 378 k), travel expenses of € 138 k (prev. year: € 150 k), maintenance/repair costs of € 92 k (prev. year: € 211 k) and accounting and auditing expenses of € 74 k (prev. year: € 65 k).
EBITDA (earnings before interest, taxes, depreciation and amortization) totaled € 5,109 k in the period under review (prev. year: € 4,373 k). Accordingly, the EBITDA margin experienced a slight decrease to 43 % (prev. year: 45 %).
Depreciation, amortization and impairments of intangible assets and property, plant and equipment increased sharply as planned by 27 % to € 1,489 k (prev. year: € 1,223 k), while amortization of development services rose by € 191 k to € 1,015 k (prev. year: € 824 k) and amortization of intangible assets increased by € 90 k to € 364 k (prev. year: € 274 k).
Earnings before interest and taxes (EBIT) amounted to € 3,620 k in the reporting period (prev. year: € 3,150 k). Accordingly, the EBIT margin (return on sales) decreased slightly to 30 % compared to a previous year value of 33 %.
The financial result decreased in the reporting period to € 603 k (prev. year: € 775 k). In comparison to the previous year, there were significant changes in the balance of income and expenses from exchange rate differences of € 32 k (prev. year: € 520 k), in the improved earnings of the 51 % share in MeVis BreastCare GmbH & Co. KG of € 314 k (prev. year: € 289 k), which is recognized at equity, as well as in the change in value of financial instruments of € 157 k (prev. year: € 275 k).
Earnings before taxes (EBT) came to € 4,223 k in the reporting period (prev. year: € 3,925 k). Accordingly, the EBT margin declined to 35 % compared to 41 % in the previous year.
After-tax earnings are impacted by income taxes and the deferred tax expenses of € 1,259 k reported here (prev. year: € 469 k), amounting to € 2,964 k in the period under review (prev. year: € 3,456 k). The higher expenses for deferred taxes result from the lower capitalization of loss carry forwards in view of the concluded domination and profit and loss transfer agreement.
Undiluted earnings per share fell to € 1.66 (prev. year: € 2.01).
Cash flow from current operating activities came to € 3,242 k (prev. year: € 2,510 k) in the period under review. This comprised earnings before interest and taxes (EBIT) of € 3,620 k (prev. year: € 3,150 k), adjusted for depreciation in the amount of € 1,489 k (prev. year: € 1,223 k), changes in provisions of € 401 k (prev. year: € 6 k), the total of all non-cash expenses and income of € -421 k (prev. year: € 154 k), the total of interest paid and received of € 127 k (prev. year: € 157 k), the total of taxes paid and received in the amount of € -63 k (prev. year: € 18 k), changes in trade receivables and other assets of € -2,728 k (prev. year: € -1,594 k), and changes in trade payables and other liabilities of € 817 k (prev. year: € -604 k).
In the period under review, cash flow from investing activities came to € -248 k (prev. year: € -4,810 k) and mainly consisted of payments for the acquisition of securities of € 3,186 k (prev. year: € 9,205 k) as well as payments received for the disposal of securities in the amount of € 3,013 k (prev. year: € 5,148 k).
Cash flow from financing activities came to € 1,634 k (prev. year: € -9 k) in the period under review and mainly consisted of payments received for the disposal of treasury stock of € 1,707 k (prev. year: € 0 k) as well as dividend payments of € 73 k (prev. year: € 0 k).
The change in cash and cash equivalents in the period under review came to € 4,707 k (prev. year: € -2,359 k).
Liquid funds amounted to € 22,042 k (December 31, 2014: € 17,511 k) as of the balance sheet date. This comprised cash and cash equivalents of € 13,974 k (December 31, 2014: € 9,267 k) and securities available for sale in the short term of € 8,068 k (December 31, 2014: € 8,244 k).
Total assets increased by € 6,561 k to € 44,815 k (December 31, 2014: € 38,254 k) as of the end of the third quarter and the balance sheet structure remained largely unchanged compared to the end of fiscal year 2014. The equity ratio dropped slightly to 78 % (December 31, 2014: 79 %). Equity covered 210 % of fixed assets (December 31, 2014: € 172 %), and fixed assets amounted to 58 % of current assets (December 31, 2014: 85 %). Fixed assets fell slightly to 37 % compared to total assets (December 31, 2014: 46 %).
The increase in assets is largely attributable to the rise in liquidity. Furthermore, trade receivables increased by € 2,894 k to € 5,627 k (December 31, 2014: € 2,733 k). This sharp increase is largely due to the reporting date, but also includes receivables from development services for Hologic that will first be recognized starting in 2017.
Equity was up 14 % to € 34,583 k (December 31, 2014: € 30,270 k) on the back of net profit for the period. Other significant changes in liabilities related to income tax liabilities, which increased by € 538 k to € 1,277 k (December 31, 2014: € 739 k), to deferred taxes, which rose by € 520 k to € 2,964 k (December 31, 2014: € 2,444 k), as well as to deferred income, which increased by € 852 k to € 3,195 k (December 31, 2014: € 2,343 k).
The domination and profit and loss transfer agreement concluded on August 10, 2015 between the VMS Deutschland Holdings GmbH as the controlling company and MeVis Medical Solutions AG as the controlled company was registered with the Commercial Register of the Bremen Local Court on October 20, 2015 and thus became legally effective. The registration in the Commercial Register was published by the Bremen Local Court on October 21, 2015. The shareholders of the MeVis Medical Solutions AG already approved the domination and profit and loss transfer agreement by a large majority in the extraordinary general meeting on September 29, 2015.
No material changes have occurred with regard to the risk situation of the Company since the beginning of the fiscal year. Therefore, the statements made in the opportunities and risk report of the annual financial statements as of December 31, 2014 remain valid.
In view of the development of business so far, we reiterate our forecast for the year adjusted on September 7. We forecast sales growth of between € 14.5 million and € 15.0 million. For 2015, we expect earnings before interest and taxes (EBIT) between € 3.5 million and € 4.0 million that is a stable development compared to the previous year's figure of € 3.9 million. Liquidity is expected to between € 23.0 million and € 24.0 million in 2015 as a result of sustained positive cash flows and the payment of € 1.7 million received in April 2015 for the sale of treasury shares. As in the reporting period, we will regularly review and adjust our guidance during the course of the fiscal year according to business developments.
Bremen, November 19, 2015
Marcus Kirchhoff Dr. Robert Hannemann Chairman & CEO Member of the Executive Board
for the period January 1 through September 30, 2015
| Jan 1 - Sept 30, | Jan 1 - Sept 30, | ||
|---|---|---|---|
| FIGURES IN € k | Notes | 2015 | 2014 |
| Revenues | 1 | 11,933 | 9,661 |
| Income from capitalization of development expenses | 2 | 0 | 1,163 |
| Other operating income | 804 | 789 | |
| Cost of material | -340 | -490 | |
| Staff costs | 3 | -5,370 | -5,208 |
| Other operating expenses | 4 | -1,918 | -1,542 |
| Earnings before interest, taxes, depreciation and amortization (EBITDA) |
5,109 | 4,373 | |
| Depreciation, amortization and impairment of intangible and tangible assets |
5 | -1,489 | -1,223 |
| Earnings before interest and tax (EBIT) | 3,620 | 3,150 | |
| Share of profit of associates | 314 | 289 | |
| Interest income | 127 | 162 | |
| Interest expenses | -4 | -17 | |
| Other net financial result | 166 | 341 | |
| Net financial result | 6 | 603 | 775 |
| Earnings before tax (EBT) | 4,223 | 3,925 | |
| Income tax | 7 | -1,259 | -469 |
| Net profit for the period | 2,964 | 3,456 | |
| Earnings per share in € | 14 | ||
| Basic | 1.66 | 2.01 | |
| Diluted | 1.65 | 2.01 |
for the period January 1 through September 30, 2015
| FIGURES IN € k | Notes | Jan 1 - Sept 30, 2015 |
Jan 1 - Sept 30, 2014 |
|---|---|---|---|
| Net profit for the period | 2,964 | 3,456 | |
| Changes in fair value of available-for-sale financial instruments |
-436 | 346 | |
| Deferred tax on changes in fair value | 139 | -108 | |
| Other comprehensive income | -297 | 238 | |
| Total comprehensive income | 2,667 | 3,694 |
for the period July 1 through September 30, 2015
| July 1 - Sept 30, | July 1 - Sept 30, | ||
|---|---|---|---|
| FIGURES IN € k | Notes | 2015 | 2014 |
| Revenues | 1 | 4,795 | 3,599 |
| Income from capitalization of development expenses | 2 | 0 | 322 |
| Other operating income | 439 | 206 | |
| Cost of material | -141 | -146 | |
| Staff costs | 3 | -1,735 | -1,641 |
| Other operating expenses | 4 | -916 | -572 |
| Earnings before interest, taxes, depreciation and amortization (EBITDA) |
2,442 | 1,768 | |
| Depreciation, amortization and impairment of intangible and tangible assets |
5 | -449 | -407 |
| Earnings before interest and tax (EBIT) | 1,993 | 1,361 | |
| Share of profit of associates | 126 | 221 | |
| Interest income | 41 | 52 | |
| Interest expenses | -4 | -5 | |
| Other net financial result | 12 | 350 | |
| Net financial result | 6 | 175 | 618 |
| Earnings before tax (EBT) | 2,168 | 1,979 | |
| Income tax | 7 | -472 | -250 |
| Net profit for the period | 1,696 | 1,729 | |
| Earnings per share in € | 14 | ||
| Basic | 0.93 | 1.00 | |
| Diluted | 0.92 | 1.00 |
for the period July 1 through September 30, 2015
| FIGURES IN € k | Notes | July 1 - Sept 30, 2015 |
July 1 - Sept 30, 2014 |
|---|---|---|---|
| Net profit for the period | 1,696 | 1,729 | |
| Changes in fair value of available-for-sale financial instruments |
-200 | 108 | |
| Deferred tax on changes in fair value | 64 | -34 | |
| Other comprehensive income | -136 | 74 | |
| Total comprehensive income | 1,560 | 1,803 |
As of September 30, 2015
| FIGURES IN € k | Notes | Sept 30, 2015 | Dec 31, 2014 |
|---|---|---|---|
| Non-current assets | |||
| Intangible assets | 14,261 | 15,621 | |
| Property, plant and equipment | 318 | 374 | |
| Interest in associated companies | 8 | 1,884 | 1,571 |
| 16,463 | 17,566 | ||
| Current assets | |||
| Trade receivables | 5,627 | 2,733 | |
| Other financial assets | 9 | 8,509 | 8,441 |
| Other assets | 242 | 247 | |
| Cash and cash equivalents | 13,974 | 9,267 | |
| 28,352 | 20,688 | ||
| ASSETS | 44,815 | 38,254 | |
| Equity capital | 10 | ||
| Subscribed capital | 1,820 | 1,820 | |
| Capital reserve | 8,203 | 9,784 | |
| Revaluation reserve | 429 | 507 | |
| Treasury stock | 0 | -3,300 | |
| Cumulated fair value changes of available-for-sale | |||
| financial instruments | -143 | 154 | |
| Retained earnings | 24,274 | 21,305 | |
| 34,583 | 30,270 | ||
| Non-current liabilities | |||
| Provisions | 158 | 158 | |
| Deferred taxes | 2,964 | 2,444 | |
| 3,122 | 2,602 | ||
| Current liabilities | |||
| Provisions | 706 | 305 | |
| Trade payables | 225 | 579 | |
| Other financial liabilities | 11 | 1,162 | 1,105 |
| Deferred income | 3,195 | 2,343 | |
| Other liabilities | 545 | 311 | |
| Income tax liabilities | 1,277 | 739 | |
| 7,110 | 5,382 | ||
| EQUITY AND LIABILITIES | 44,815 | 38,254 |
for the period January 1 through September 30, 2015
| FIGURES IN € k | Notes | Jan 1 - Sept 30, 2015 |
Jan 1 - Sept 30, 2014 |
|---|---|---|---|
| Earnings before interest and tax (EBIT) | 3,620 | 3,150 | |
| + Depreciation and amortization and impairments |
5 | 1,489 | 1,223 |
| +/- Increase/decrease in provisions |
401 | 6 | |
| +/- Other non-cash expenses/income |
-421 | 154 | |
| + Interest received |
127 | 160 | |
| - Interest paid |
0 | -3 | |
| + Tax received |
0 | 51 | |
| - Tax paid |
-63 | -33 | |
| Decrease/increase in trade receivables and other +/- assets |
-2,728 | -1,594 | |
| Decrease/increase in trade payables and other -/+ liabilities |
817 | -604 | |
| = Cash flow from operating activities |
3,242 | 2,510 | |
| - Purchase of property, plant and equipment |
-56 | -55 | |
| Purchase of intangible assets | |||
| - (excl. development cost) |
-19 | -35 | |
| - Payments for capitalized development cost |
0 | -1,163 | |
| + Proceeds from sale of subsidiaries |
0 | 500 | |
| Payments for the acquisition for marketable secu - rities |
-3,186 | -9,205 | |
| + Proceeds from sale of marketable securities |
3,013 | 5,148 | |
| = Cash flow from investing activities |
-248 | -4,810 | |
| - Repayment of finance lease liabilities |
0 | -9 | |
| + Proceeds from sale of own shares |
1,707 | 0 | |
| - Payment for dividend |
-73 | 0 | |
| = Cash flow from financing activities |
1,634 | -9 | |
| Change in cash and cash equivalents | 4,628 | -2,309 | |
| Effect of exchange rates on cash and cash | |||
| equivalents | 79 | 209 | |
| Cash and cash equivalents at the beginning of the | |||
| + period |
9,267 | 9,299 | |
| = Cash and cash equivalents at the end of the period |
13,974 | 7,199 |
for the period January 1 through September 30, 2015
| FIGURES IN € k | Subscribed capital |
Capital reserve |
Re valuation reserve |
Treasury shares |
Cumula tive change in fair value for sale of available assets |
Retained earnings |
Total |
|---|---|---|---|---|---|---|---|
| Balance on Jan 1, 2014 | 1,820 | 9,768 | 611 | -3,300 | -15 | 17,561 | 26,445 |
| Transfer to retained earnings according to amortization |
0 | 0 | -78 | 0 | 0 | 78 | 0 |
| Net result | 0 | 0 | 0 | 0 | 238 | 3,456 | 3,694 |
| Balance on Sept 30, 2014 | 1,820 | 9,768 | 533 | -3,300 | 223 | 21,095 | 30,139 |
| Balance on Jan 1, 2015 | 1,820 | 9,784 | 507 | -3,300 | 154 | 21,305 | 30,270 |
| Issue of stock options | 0 | 12 | 0 | 0 | 0 | 0 | 12 |
| Transfer to retained earnings according to amortization |
0 | 0 | -78 | 0 | 0 | 78 | 0 |
| Sale of treasury stock | 0 | -1,593 | 0 | 3,300 | 0 | 0 | 1,707 |
| Dividend payment | 0 | 0 | 0 | 0 | 0 | -73 | -73 |
| Net result | 0 | 0 | 0 | 0 | -297 | 2,964 | 2,667 |
| Balance on Sept 30, 2015 | 1,820 | 8,203 | 429 | 0 | -143 | 24,274 | 34,583 |
MeVis Medical Solutions AG ("MMS AG" for short) was incorporated at the end of 1997 and commenced business in 1998. It has its registered office in Bremen/Germany. Its office address is Caroline-Herschel-Str. 1, 28359 Bremen.
The interim financial report of MeVis was prepared in accordance with the provisions of § 37x (3) of the German Securities Trading Act (WpHG) along with interim financial statements and a management report.
The interim financial statements of MeVis Medical Solutions AG, Bremen (MMS AG) as at September, 2015 were prepared in accordance with Section 315a (1) of the German Commercial Code (HGB) in line with the rules and regulations in force on the balance sheet date and approved by the European Union of the International Financial Reporting Standards (IFRS) published by the International Accounting Standards Board (IASB) as well as the interpretations of the International Financial Reporting Interpretations Committee (IFRIC). Accordingly, this interim report as at September 30, 2015 was prepared in conformity with IAS 34 "Interim Reporting". The notes to the interim financial statements are presented in abridged form in line with the option provided by IAS 34. The interim financial statements and interim management report have neither been audited nor subjected to accounting review.
The interim financial statements from January 1 to September 30, 2015 use the same recognition and measurement policies as the separate financial statement according to IFRS for the financial year 2014. The interim financial statements as of September 30, 2015 must therefore be read in conjunction with the separate financial statement according to IFRS as of December 31, 2014.
MMS AG's interim financial statements as of September 30, 2015 including the previous year's figures have been prepared in accordance with IFRS as endorsed by the European Union as of December 31, 2014. The same accounting and valuation principles were applied that were used in preparing the separate financial statement according to IFRS as at December 31, 2014; in addition, IAS 34 "Interim reporting" was applied. At the same time according to the new regulations of IFRS 11 applicable in the EU from 1 January 2014, as already mentioned in the separate financial statement according to IFRS as of December 31, 2014, the jointly controlled entities MeVis BreastCare GmbH & Co. KG and MeVis BreastCare Verwaltungsgesellschaft mbH are recognized in the interim report using the equity method. New announcements of the IASB applicable as at September 30, 2015 had no material impacts on the MeVis financial statements.
Revenues break down by type as follows:
| Jan 1 - Sept 30, | Jan 1 - Sept 30, | |
|---|---|---|
| FIGURES IN € k | 2015 | 2014 |
| Software and licenses | 5,901 | 5,067 |
| Maintenance (software service contracts) | 5,093 | 4,293 |
| Services | 934 | 289 |
| Hardware | 5 | 12 |
| 11,933 | 9,661 |
In the period under review, expenditures on research and development came to € 2.632 k (prev. year: € 2.752 k). Development costs (prev. year: € 1,163 k) were capitalized for the last time in the fourth quarter of 2014.
The average headcount was 106 (prev. year: 107). This is equivalent to an average of 93 full-time positions (prev. year: 94). The average figures include 9 testers (as a rule, students employed on a negligible parttime basis) (prev. year: 10).
| FIGURES IN € k | Jan 1 - Sept 30, 2015 |
Jan 1 - Sept 30, 2014 |
|---|---|---|
| Legal and consulting costs | 631 | 91 |
| Rental/leasing expenses | 444 | 378 |
| Travel expenses | 138 | 150 |
| Maintenance/repairs | 92 | 211 |
| Cost of preparing and auditing financial statements | 74 | 65 |
| Supervisory Board remuneration | 60 | 59 |
| Vehicle costs | 59 | 56 |
| Energy costs | 57 | 64 |
| Training costs | 49 | 64 |
| Internet expenses | 32 | 30 |
| Cleaning expenses | 31 | 30 |
| Stationary | 28 | 68 |
| Insurance costs | 27 | 41 |
| Events/Congresses | 24 | 22 |
| Catering expenses | 21 | 23 |
| Others | 151 | 190 |
| 1,918 | 1.542 |
| FIGURES IN € k | Jan 1 - Sept 30, 2015 |
Jan 1 - Sept 30, 2014 |
|---|---|---|
| Amortization of industrial property rights and | ||
| similar rights and customer bases | 364 | 274 |
| Amortization of capitalized development expenses | 1,015 | 824 |
| Depreciation of property, plant and equipment | 110 | 125 |
| 1,489 | 1,223 |
MeVis' net financial result as at September 30, 2015 amounted to € 603 k (prev. year: € 775 k). This comprises interest income from the investment of cash and cash equivalents of € 127 k (prev. year: € 162 k), the result derived from associates, amounting to € 314k (prev. year: € 289 k), the balance of income and expenses from exchange rate differences of € 32k (prev. year: € 502 k), as well as the change in value of derivative financial instruments in the amount of € 157 k (prev. year: € -118 k).
Income tax expenses were mainly the result the corporate and trade tax as well as capital income tax and deferred tax assets and liabilities resulting from the differences between amounts included in the IFRS financial statements and those included in the tax assessment.
Financial assets concern the equity interest of 51 %, valued in accordance with the equity method, in the MeVis BreastCare GmbH & Co. KG, Bremen, as well as the MeVis BreastCare Verwaltungsgesellschaft mbH, Bremen.
| FIGURES IN € k | Sept 30, 2015 | Dec 31, 2014 |
|---|---|---|
| Securities | 8,068 | 8,244 |
| Eligible expenses | 225 | 87 |
| Loans granted and receivables | 129 | 41 |
| Deferred interest | 62 | 69 |
| Derivatives | 24 | 0 |
| Others | 2 | 0 |
| 8,508 | 8,441 |
The securities held are a widely diversified portfolio of fixed-income corporate and government bonds. Since investment in securities is for the purpose of cash management, the securities are listed on an exchange and it is not intended to hold the securities to maturity, these were categorized as "available-for-sale" and classified in general as current assets.
Loans and receivables are due from the MeVis BreastCare GmbH & Co. KG at € 225 k (31. Dec. 2014: € 87 k).
In connection with the acquisition of the 49 % interest in MeVis BreastCare Solutions GmbH & Co. KG (hereafter: "MBS KG") from Siemens AG and the subsequent full consolidation of MBS KG in 2008, the assets and liabilities of MBS KG, which were accrued to MMS AG with the official registration of the merger of MeVis BreastCare Solutions Verwaltungs-GmbH on August 1, 2013, were completely revaluated. Where this increase was attributable to the 51 % interest in MBS KG already held by the Company, the difference was recognized within the revaluation reserve. The amount of € 1,688 k comprises intangible assets of € 2,411 k net of deferred taxes of € 723 k. Amounts equaling the depreciation and amortization recognized on these assets are reclassified as retained earnings on a proportionate basis.
| FIGURES IN € k | 2015 | 2014 |
|---|---|---|
| Status as at January 1 | 507 | 611 |
| -Transfer of the amount corresponding to write-downs and the | ||
| associated deferred taxes to retained earnings, without an im | ||
| pact on profit and loss | -78 | -78 |
| Status as at September 30 | 429 | 533 |
In accordance with a new resolution passed by the shareholders at the annual general meeting on September 28, 2007 concerning the acquisition of the Company's own stock in accordance with Section 71 (1) No. 8 of the German Stock Corporation Act (AktG), the Company was authorized to acquire up to 10 % of its current share capital (€ 1,300 k) on or before March 27, 2009. MMS AG already held 37,800 treasury shares on December 31, 2007. On March 4, 2008 the Executive Board decided to initially buy back up to a further 53,200 of the Company's own shares on the stock market by August 30, 2008. As part of this stock buyback program, the Company acquired 53,200 of its own shares for a total amount of € 1,502 k as of June 17, 2008.
In the course of acquiring the software product Colotux for a total of € 220 k on October 23, 2008, half of the first purchase price installment of € 110 k was settled in mid-November 2008 by the transfer of treasury shares (a total of 1,832 treasury shares with a market value of € 55 k).
In accordance with a new resolution passed by the shareholders at the annual general meeting on July 9, 2008 concerning the acquisition of the Company's own shares in accordance with Section 71 (1) No. 8 of the German Stock Corporation Act (AktG), the Company was authorized to acquire up to 10 % of its current share capital (€ 1,820 k) on or before January 8, 2010. On November 4, 2008, the Executive Board decided to buy up to a further 91,000 of the Company's own shares on the stock market. As part of this stock buyback program, the Company acquired 33,682 of its own shares for a total amount of € 1,163 k as of March 31, 2009. When the stock buyback program was concluded on March 31, 2009, MMS AG held a total of 122,850 treasury shares (6.75 % of share capital). A total of 18,726 treasury shares were transferred to the seller as part of the second stage in the acquisition of Medis shares on May 31, 2010. The second purchase price installment for the acquisition of the Colotux software product was paid in advance on April 15, 2011. The seller was paid a total of 6,571 treasury shares, among other things.
On February 18, 2015, the Company tendered all of its treasury shares (97,553) based on the voluntary public takeover offer of VMS Deutschland Holdings GmbH at the offer price of € 17.50 per share. The tender was accepted by VMS Deutschland Holdings GmbH on April 21, 2015.
Thus, as of September 30, 2015 there are no treasury shares.
| FIGURES IN € k | Sept 30, 2015 | Dec 31, 2014 |
|---|---|---|
| Staff liabilities | 1,155 | 815 |
| Derivative financial instruments | 7 | 7 |
| Liability from 49 % acquisition of MBS KG | 0 | 150 |
| Derivatives | 0 | 133 |
| 1,162 | 1,105 |
Staff liabilities primarily comprise the cost of accrued vacation entitlements, bonuses and the 13th salary.
With reference to business transacted with related parties, there have been no material changes since December 31, 2014.
In comparison with the contingent receivables and contingent liabilities presented the separate financial statement according to IFRS for 2014, no changes occurred in the first half of the current fiscal year.
Earnings per share equal the profit on continuing activities or profit (after tax) divided by the weighted average number of shares outstanding during the financial year. Earnings per share (fully diluted) are calculated on the assumption that all securities, stock options and stock awards with a potentially dilutive effect are converted or exercised.
As the criteria for exercising the options have been satisfied as of the balance sheet date, it can be assumed that the options will be exercised by the employees. Accordingly, they are included in the calculation of the diluted earnings per share.
The weighted average of shares outstanding is determined by taking account of shares redeemed and reissued subject to a chronological weighting.
| Sept 30, 2015 | Dec 31, 2014 | |
|---|---|---|
| Net result for the period in € k | 2,964 | 3,456 |
| Weighted average of the number of no-par-value shares out standing during the period under review |
1,780,693 | 1,722,447 |
| Basic earnings per share in € | 1.66 | 2.01 |
| Diluted earnings per share in € | 1.65 | 2.01 |
As of September 30, 2015 the activities of the Company were still subdivided into the reportable segments of Digital Mammography and Other Diagnostics.
Segment net profit and loss, which corresponds to earnings before interest and tax (EBIT), constitutes the key benchmark for assessing and controlling the earnings position of a particular segment.
The segments break down as follows:
| Digital Mammography |
Other Diagnostics |
Total | ||||
|---|---|---|---|---|---|---|
| Jan 1 – Sept 30 | Jan 1 – Sept 30 | Jan 1 – Sept 30 | ||||
| FIGURES IN € k | 2015 | 2014 | 2015 | 2014 | 2015 | 2014 |
| Revenues | 9,454 | 7,280 | 2,479 | 2,381 | 11,933 | 9,661 |
| Grants | 0 | 0 | 399 | 310 | 399 | 310 |
| Total segment revenues | 9,454 | 7,280 | 2,878 | 2,691 | 12,332 | 9,971 |
| Capitalized development costs | 0 | 1,163 | 0 | 0 | 0 | 1,163 |
| Depreciation and amortization | -1.362 | -1,107 | -127 | -116 | -1,489 | -1,223 |
| Operating expenses | -2,757 | -2,609 | -2,953 | -3,089 | -5,710 | -5,698 |
| Result of operating activites | 5,335 | 4,727 | -202 | -514 | 5,133 | 4,213 |
| Other operating income | 275 | 169 | 130 | 310 | 405 | 479 |
| Other operating expenses | -973 | -347 | -945 | -1,195 | -1,918 | -1,542 |
| Segment net profit/loss | 4,637 | 4,549 | -1,017 | -1,399 | 3,620 | 3,150 |
The domination and profit and loss transfer agreement concluded on August 10, 2015 between the VMS Deutschland Holdings GmbH as the controlling company and MeVis Medical Solutions AG as the controlled company was registered with the Commercial Register of the Bremen Local Court on October 20, 2015 and thus became legally effective. The shareholders of the MeVis Medical Solutions AG already approved the domination and profit and loss transfer agreement by a large majority in the extraordinary general meeting on September 29, 2015.
Bremen, November 19, 2015
Marcus Kirchhoff Dr. Robert Hannemann Chairman & CEO Member of the Executive Board
Responsibility statement required by section 37x no. 1 of the Wertpapierhandelsgesetz (WpHG – German Securities Trading Act) in conjunction with sections 264(2) sentence 3 and 289(1) sentence 5 or 6 of the Handelsgesetzbuch (HGB – German Commercial Code) for the financial statements and the management report:
"To the best of our knowledge, and in accordance with the applicable reporting principles, the financial statements give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company, and the management report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal opportunities and risks associated with the expected development of the Company."
Bremen, November 19, 2015
MeVis Medical Solutions AG
Marcus Kirchhoff Dr. Robert Hannemann Chairman & CEO Member of the Executive Board
This report contains forward-looking statements which are based on management's current estimates of future developments. Such statements are subject to risks and uncertainties, which MeVis Medical Solutions AG is not able to control or estimate with any precision, e.g. future market conditions and the general economic environment, the behavior of other market participants, the successful integration of new acquisitions and government acts. If any of these uncertainties or imponderabilities materialize or if the assumptions on which these statements are based prove to be incorrect, this may cause actual results to deviate materially from those expressly or implicitly contained in these statements. MeVis Medical Solutions AG does not intend and is under no obligation to update the forward-looking statements in the light of any events or developments occurring after the date of this report.
Deviations may occur between the accounting data contained in this report and that submitted to the Bundesanzeiger for technical reasons (e.g. conversion of electronic formats). In the case of any doubt, the version submitted to the Bundesanzeiger will prevail.
This report is also available in a German-language version. In case of any doubt, the German-language version takes priority over the English-language one.
The report is available for downloading in both languages in the internet at: http://www.mevis.de/en/investor-relations/financial-reports/
April 23, 2015 Annual Report 2014 June 9, 2015 Annual General Meeting
May 21, 2015 Interim Report for Q1 2015 August 11, 2015 Interim Report for H1 2015 Aug. 31 - Sept. 2, 2015 Small Cap Conference, Frankfurt am Main September 29, 2015 Extraordinary General Meeting November 19, 2015 Interim Report for Q3 2015
MeVis Medical Solutions AG Caroline-Herschel-Str. 1 28359 Bremen Germany
Phone +49 421 22495 0 Fax +49 421 22495 999 [email protected]
www.mevis.de
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