Quarterly Report • Aug 16, 2013
Quarterly Report
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(Unless specifi ed otherwise, fi gures in € '000)
| Letter to the shareholders | 4 |
|---|---|
| INTERIM FINANCIAL STATEMENTS | |
| Consolidated management report for the interim fi nancial statements | 6 |
| Business development | 6 |
| Directors' dealings | 15 |
| Consolidated income statement (IFRS) | 16 |
| Consolidated statement of comprehensive income (IFRS) | 17 |
| Consolidated statement of fi nancial position (IFRS) | 18 |
| Consolidated statement of cash fl ows (IFRS) | 20 |
| Consolidated statement of changes in equity (IFRS) | 21 |
| Notes to the consolidated interim fi nancial statements | 22 |
|---|---|
| 1. General information | 22 |
| 2. Purchase and sale of business operations | 24 |
| 3. Notes to the consolidated income statement | 25 |
| 4. Events after the end of the interim reporting period | 26 |
| Dates and contacts | 27 |
|---|---|
Even with a slight downturn in the market Carl Zeiss Meditec is continuing to grow after the past 9 months, increasing its revenue by almost 3 percent compared to the previous year. Our three business units developed at varying rates, however. We recorded total revenue of € 649 million. As expected, growth was thus slower compared with the extraordinary growth rates of the previous year; nevertheless, profi tability remained at a good level. Our EBIT margin increased slightly, by 0.3 percentage points, to 14.3 percent.
Once again, Surgical Ophthalmology grew the most, increasing its revenue to € 92.7 million. This equates to growth of 16.2 percent and is due, among other things, to the good revenue growth achieved with intraocular lenses for minimally invasive cataract surgery in the premium segment.
Compared with the previous year, revenue growth in Microsurgery was signifi cantly more moderate after nine months. The increase of 1.7 percent refl ects how this SBU is drawing closer to the meanwhile more restrained market development in this segment. Revenue climbed to a total of € 289.5 million.
Following a weak start to the fi nancial year, business in Ophthalmic Systems picked up again in the third quarter. This strategic business unit recorded slight revenue growth of 0.2 percent after 9 months, to € 266.8 million. The situation remains tense, however, due to the competitive situation.
In terms of development in the individual regions, it is clear that our well balanced, sound position worldwide continues to be refl ected in a balanced distribution of revenue across our business regions.
The three sales regions – EMEA, the Americas and Asia/Pacifi c – were more or less level-pegging in terms of revenue growth. It was business as usual in the EMEA region, with the familiar picture from the previous quarters: the strong contribution to revenue and the solid growth in Germany, as well as the extraordinary growth in Russia and the Middle East, continued to offset the declines in Southern Europe. In the Americas region, very encouraging impetus for growth came, once again, from Latin America, while the U.S. market – in spite of a very positive third quarter – remained on a slight downward trend.
In the Asia/Pacifi c region, growth was driven primarily by Japan, China and the countries of Southeast Asia. The region's development continued to be hampered by the depreciation of the Japanese yen, however.
Overall, we are very satisfi ed with the result we are presenting to you after nine months. We expect to continue growth in the fourth quarter and to achieve our revenue target of € 880 to € 910 million. Even if market conditions are not easy, we consider our prospects of future business development to be good.
Going forward, it will be absolutely essential to turn our strategic R&D investments in Ophthalmic Systems into a positive business trend and to generate new growth. Furthermore it will be important to leverage growth potential in Microsurgery facing a restrained market development. This is because this fi eld has a signifi cant infl uence on the Company's operating result, due to its high level of profi tability. Both these factors together, as well as the very positive trend that is expected to continue in Surgical Ophthalmology, shall be crucial for the next fi nancial year. They shall also determine any further progress we make towards
achieving our unfaltering objective of an EBIT margin of 15 % in 2015. Based on the encouraging growth of Surgical Ophthalmology, it is likely that we will be able to achieve our target revenue share of 25 % recurring revenue by 2015 ahead of time.
So, although we certainly face some challenges, we also have defi nite cause for optimism: because Carl Zeiss Meditec has a solid position in the market and the R&D investment tailored to sustainability, a deliberate cost management and the well balanced position of the business worldwide shall continue to be the basis of a sound development well into the future.
Dear Shareholders, I invite you to stay with us on this exciting and promising journey.
Jena, August 2013
Dr. Ludwin Monz President and CEO Carl Zeiss Meditec AG
Carl Zeiss Meditec AG, Jena, Germany, is the parent company of the Carl Zeiss Meditec Group ("Carl Zeiss Meditec", the "Group", the "Company"), which comprises additional subsidiaries.
No changes were made with respect to the Group's reporting entity or the structure of its fi nancial statements in the fi rst nine months of 2012/2013.
Table 1: Summary of key ratios in the consolidated income statement (fi gures in € '000)
| 9 Months | 9 Months | Change | |
|---|---|---|---|
| 2011/2012 | 2012/2013 | ||
| Consolidated revenue | 630,817 | 649,042 | +2.9 % |
| Gross margin | 53.8 % | 53.9 % | +0.1 %-pts |
| EBITDA | 102,661 | 105,690 | +3.0 % |
| EBITDA margin | 16.3 % | 16.3 % | 0.0 %-pts |
| EBIT | 88,590 | 92,510 | +4.4 % |
| EBIT margin | 14.0 % | 14.3 % | +0.3 %-pts |
| Earnings before income taxes | 82,091 | 104,591 | +27.4 % |
| Tax rate | 30.8 % | 32.2 % | +1.4 %-pts |
| Consolidated net income after non-controlling interests | 52,798 | 66,130 | +25.3 % |
| Earnings per share after non-controlling interests | € 0.65 | € 0.81 | +25.3 % |
In the fi rst nine months of fi nancial year 2012/2013 Carl Zeiss Meditec posted consolidated revenue of € 649.0 million, corresponding to an increase of 2.9 % year-on-year (previous year: € 630.8 million). Based on constant exchange rates, revenue growth in the reporting period amounts to 4.6 %.
Microsurgery increased its revenue by 1.7 % (adjusted for currency effects: 4.1 %), from € 284.7 million to € 289.5 million, thus accounting for 44.6 % (previous year: 45.1 %) of total consolidated revenue. Compared to the previous year, growth was signifi cantly more moderate. However, the revenue development refl ects how this SBU is drawing closer to the generally slowed market dynamics in this segment. Microsurgery continues to benefi t from the strong demand for surgical microscopes.
Business in Ophthalmic Systems picked up again in the third quarter, following a weak start to the fi nancial year. Thus, this strategic business unit closed the fi rst nine months of the current fi nancial year with a slight revenue growth of 0.2 %, whereby the competitive situation remains tense (adjusted for currency effects: 1.6 %). The SBU thus recorded revenue of € 266.8 million (previous year: € 266.3 million). The SBU's share of consolidated revenue now amounts to 41.1 % (previous year: 42.2 %).
The Surgical Ophthalmology strategic business unit once again grew signifi cantly, achieving a double-digit increase in revenue of 16.2 % in the fi rst nine months of the current fi nancial year (adjusted for currency effects: 16.2 %), from € 79.8 million to € 92.7 million, thus accounting for 14.3 % (previous year: 12.7 %) of consolidated revenue. This business unit continued to benefi t in particular from the growing demand for intraocular lenses for minimally invasive cataract surgery in the premium segment. In this regard, in particular the innovative intraocular lens AT LISA® tri, which was recently launched on the market, again recorded encouraging growth.
Figure 1: Share of strategic business units in consolidated revenue in the fi rst nine months of fi nancial year 2012/2013
| Microsurgery | 44.6 % | |
|---|---|---|
| Ophthalmic Systems | 41.1 % | |
| Surgical Ophthalmology | 14.3 % |
Figure 2: Consolidated revenue by strategic business unit (fi gures in € '000)
| 9 Months 2012/2013 | 9 Months 2011/2012 | ||
|---|---|---|---|
| Microsurgery | 289,481 284,693 |
+1.7 % | |
| Ophthalmic Systems | 266,826 266,308 |
+0.2 % | |
| Surgical Ophthalmology | 92,735 79,816 |
+16.2 % | |
| Consolidated revenue | 649,042 630,817 |
Figure 3: Consolidated revenue by strategic business unit based on constant exchange rates (fi gures in € '000)
Carl Zeiss Meditec continues to have a very well balanced regional presence.
Figure 4: Share of regions in consolidated revenue in the fi rst nine months of fi nancial year 2012/2013
The EMEA business region accounted for 34.5 % (previous year: 34.5 %) of total consolidated revenue. Revenue in this business region increased by 3.0 % in the fi rst nine months (adjusted for currency effects: 3.0 %), to € 224.1 million (previous year: € 217.7 million). The picture here remains mixed. The declines in a number of countries, particularly in Southern Europe were once again overcompensated for by the continued positive development of business and the substantial contribution to revenue from Germany, the persistently strong growth in Russia and the good growth overall in the Middle East.
With revenue of € 221.1 million (previous year: € 215.0 million), the Americas business region contributed a further third (34.1 %; previous year: 34.1 %) of consolidated revenue. While Carl Zeiss Meditec continued to achieve very good growth rates overall in South America, the USA remained on a slightly downward trend, in spite of a positive third quarter. Overall, however, the Americas region recorded revenue growth of 2.8 % (adjusted for currency effects: 2.4 %) compared with the previous year.
Once again, the Asia/Pacifi c region showed the greatest potential for growth. Business in this region grew by 9.1 %, based on constant exchange rates. Due to the high volatility of the Japanese yen, currency effects were increasingly more noticeable, with the result that revenue growth in the reporting currency was 2.9 %. In total, revenue increased from € 198.1 million to € 203.8 million, accounting for 31.4 % (previous year: 31.4 %), or almost a third, of consolidated revenue. The greatest impetus for growth came from China, Japan, the countries of Southeast Asia, and Australia.
| EMEA | 34.5 % | |
|---|---|---|
| Americas | 34.1 % | |
| Asia/Pacifi c | 31.4 % | |
| Figure 5: Consolidated revenue by region (fi gures in € '000) | ||
| 9 Months 2012/2013 | 9 Months 2011/2012 | |
| EMEA | 224,142 217,653 |
+3.0 % |
| Americas | 221,119 215,034 |
+2.8 % |
| Asia/Pacifi c | 203,781 198,130 |
+2.9 % |
| Consolidated revenue | 649,042 630,817 |
Gross profi t increased to € 349.5 million in the fi rst nine months of the current fi nancial year (previous year: € 339.6 million). The gross margin thus amounts to 53.9 % (previous year: 53.8 %).
Functional costs amount to € 257.0 million in the fi rst nine months of the current fi nancial year (previous year: € 251.0 million).
Carl Zeiss Meditec continues to have a solid footing thanks to its broad product range and balanced regional presence. In the past nine months the extremely positive development of earnings in Microsurgery and Surgical Ophthalmology compensated the rather weak result in Ophthalmic Systems.
EBITDA in the reporting period amounted to € 105.7 million (previous year: € 102.7 million). The EBITDA margin remained the same as the previous year, at 16.3 % (previous year: 16.3 %). Earnings before interest and taxes (EBIT) increased by 4.4 % from October to the end of June, from € 88.6 million in the comparable period of the previous year, to € 92.5 million. Accordingly, the EBIT margin improved slightly by 0.3 percentage points, from 14.0 % to 14.3 %.
The fi nancial result of € 12.1 million (previous year: € 6.5 million) is mainly attributable to the valuation and realization of existing hedges and is positive, particularly in the third quarter, as a result of the favorable development of exchange rates compared to the hedge rate.
The tax rate declined in the fi rst nine months of fi nancial year 2012/2013, to 32.2 % (fi scal year 2011/2012: 34.2 %).
Consolidated net income attributable to shareholders of the parent company increased in the period under review, to € 66.1 million (previous year: € 52.8 million).
The share of net income attributable to non-controlling interests was up slightly compared with the same period of the previous year, at € 4.8 million (previous year: € 4.0 million).
Basic1 earnings per share in the fi rst nine months of fi nancial year 2012/2013 increased to € 0.81 (previous year: € 0.65).
The Carl Zeiss Meditec Group's statement of cash fl ows shows the origin and utilization of the cash fl ows during the fi rst nine months of the current fi nancial year. A distinction should be made here between cash fl ows from operating activities and cash fl ows from investing and fi nancing activities. The statement of cash fl ows merely records the changes in individual items in the income statement and the statement of fi nancial position that occurred after the respective date of fi rst-time consolidation. The consolidated statement of fi nancial position, on the other hand, presents the fi gures as they stood at the end of the reporting period, 30 June 2013. As a result, the statements in the analysis of the fi nancial position may differ from the presentation of net assets based on the consolidated statement of fi nancial position.
Figure 7: Summary of key ratios in the consolidated statement of cash fl ows (fi gures in € '000)
Cash fl ow from operating activities led to a total cash infl ow of € 30.6 million in the fi rst nine months of the current fi nancial year (previous year: € 59.3 million). The lower cash infl ow compared with the previous year is primarily attributable to the greater increase in trade receivables at the end of the reporting period, as well as to a greater degree of inventory stockpiling, due, among other things, to the start of the new series production in optical coherence tomography.
Cash fl ow from investing activities amounted to € -30.1 million in the reporting period, compared with € -36.4 million the previous year. The higher amount of cash outfl ow in the previous year's period resulted mainly from the acquisition of the IOL/OVD business of IMEX Clinic S.L., Spain in fi nancial year 2011/2012, and investments in a new management and production building for the production of intraocular lenses in Berlin. In addition, fi xed-term deposits increased by € 10 million in the same period of the previous year. The cash outfl ow in the reporting period is mainly the result of the increase in fi xed-term deposits by 20 million euros.
Cash fl ow from fi nancing activities amounted to € -4.9 million in the fi rst nine months of 2012/2013 (previous year: € -21.6 million). This mainly had a positive effect due to the decrease in receivables from related parties. At the same time there was a cash outfl ow, equivalent to the dividend payment, of € 32.5 million.
| Key ratio | Defi nition | 30 September 2012 |
30 June 2013 |
Change |
|---|---|---|---|---|
| Cash and cash equivalents |
Cash-in-hand and bank balances | 9,526 | 4,189 | -56.0 % |
| Net cash | Cash-in-hand and bank balances + Treasury receivables from Group treasury of Carl Zeiss AG ./. Treasury payables to Group treasury of Carl Zeiss AG + Financial investments2 |
356,318 | 324,166 | -9.0 % |
| Net working capital | Current assets including fi nancial investments2 ./. Cash and cash equivalents ./. Treasury receivables from Group treasury of Carl Zeiss AG ./. Current liabilities excl. treasury payables to Group treasury of Carl Zeiss AG |
258,766 | 194,021 | -25.0 % |
| Working capital | Current assets ./. Current liabilities |
495,084 | 518,187 | +4.7 % |
Table 3: Key ratios relating to fi nancial position (fi gures in € '000)
| Key ratio | Defi nition | 9 Months 2011/2012 |
9 Months 2012/2013 |
Change |
|---|---|---|---|---|
| Cash fl ow per share | Cash fl ow from operating activities Weighted average number of shares outstanding |
€ 0.75 | € 0.38 | -49.3 % |
| Capex ratio | Investment (cash) in property, plant and equipment Consolidated revenue |
2.1 % | 1.2 % | -0.9 %-pts |
The following chart summarizes the development of key items in the consolidated statement of fi nancial position:
Figure 8: Structure of the consolidated statement of fi nancial position (fi gures in € '000)
| Assets | 30 June 2013 | 30 September 2012 | |
|---|---|---|---|
| Goodwill | 121,476 | 121,627 | |
| Noncurrent assets* | 123,570 | 132,417 | |
| Cash and cash equivalents** |
328,609 | 250,915 | |
| Current assets*** | 363,511 | 457,916 | |
| Consolidated total assets | 937,166 | 962,875 |
** including treasury receivables
*** excluding cash and cash equivalents and treasury receivables
The total assets of Carl Zeiss Meditec as of 30 June 2013 amounted to € 937.2 million (30 September 2012: € 962.9 million).
On the asset side, other current fi nancial assets decreased due to the expiry of the fi xed-term deposits totaling € 120 million. At the same time, treasury receivables increased, due, among other things, to new fi xed-term deposits of € 140 million. The distribution of the dividend reduced liquidity and thus decreased the item Treasury receivables in the statement of fi nancial position, by € 32.5 million. Inventories increased during the fi rst nine months of fi nancial year 2012/2013, to € 157.3 million (30 September 2012: € 143.0 million), due, among other things, to the stockpiling of inventories as part of a comprehensive model change in the area of optical coherence tomography at the end of the year.
The equity in Carl Zeiss Meditec's consolidated statement of fi nancial position increased after the fi rst nine months of the current fi nancial year, to € 712.4 million (30 September 2012: € 695.8 million). The equity
13
ratio increased to 76.0 % as of 30 June 2013 (30 September 2012: 72.3 %) and thus remained at a very comfortable level. Trade payables were lower at the end of the reporting period (30 June 2013), at € 28.8 million, than on 30 September 2012 (€ 36.9 million).
Table 4: Key ratios relating to net assets
| Key ratio | Defi nition | 30 September 2012 |
30 June 2013 |
Change |
|---|---|---|---|---|
| Equity ratio | Equity | 72.3 % | 76.0 % | +3.7 %-pts |
| Total assets | ||||
| Rate of inventory turnover |
Cost of goods sold (annualized) | 2.9 | 2.7 | -6.9 % |
| Average inventories | ||||
| Days of sales outstanding (DSO) |
Trade receivables including receivables from related parties |
76.8 days | 80.2 days | +4.4 % |
| Consolidated revenue (annualized) | x 360 days |
As of 30 June 2013, the Carl Zeiss Meditec Group's orders on hand increased to € 107.9 million (30 June 2012: € 103.1 million).
No events of material signifi cance for the Company's net assets, fi nancial position and results of operations occurred during the fi rst nine months of fi nancial year 2012/2013.
As of 30 June 2013, the Group had a workforce of 2,541 worldwide (30 June 2012: 2,448).
The Carl Zeiss Meditec Group once again further expanded its research and development activities in the fi rst nine months of fi nancial year 2012/2013, and invested a total of € 71.3 million (previous year: € 67.5 million) in R&D. The R&D ratio was 11.0 % (previous year: 10.7 %).
As of 30 June 2013, there were 407 research and development employees Group-wide. This corresponds to 16.0 % of the entire workforce of Carl Zeiss Meditec.
Research and development at Carl Zeiss Meditec mainly focuses on:
In the reporting period Carl Zeiss Meditec therefore launched a whole new range of innovations, including in the area of applications and data management.
As a result, ophthalmologists can now analyse visual fi eld data interactively, on any device, using the FORUM Glaucoma Workplace and the enhanced version of the FORUM Archive & Viewer 3.1, and, by combining structural and functional information, can improve their effi ciency. From now on, customers shall also have mobile access to diagnostic patient data with the new FORUM Viewer App.
In addition, the new product CIRRUSTM photo 800/600 and the new model series CirrusTM HD-OCT 5000/500 were launched in the area of optical coherence tomography in the fi rst nine months of the current fi nancial year.
The new CIRRUSTM photo offers physicians and patients the opportunity to use the functions of two devices in a single application. It unites the rapid, precise OCT analysis with clear, informative images from the fundus camera. For physicians this leads to an improvement in the treatment process, and for patients it means more comfortable treatment.
The new CirrusTM HD-OCT 5000/500 is the successor to the previous model CirrusTM HD-OCT 4000/400. It offers the highest resolutions and best visualization possibilities for complex applications, and also includes the new retina tracking system, Fast-Trac™. Now, if patients move during the scan, this does not affect the precision of the results.
Including demographic changes and the resulting increase in the number of older people, as well as the improved access to basic medical care in rapidly developing economies (RDEs), the Company's management is continuing to forecast good to excellent conditions, in the medium to long term, for continued increases in demand for products and system solutions from Carl Zeiss Meditec.
Following a weak start to the fi nancial year, business in Ophthalmic Systems picked up signifi cantly in the past few months. However, at the moment it is impossible to make a defi nite forecast as to whether the target for Ophthalmic Systems – to achieve growth on a par with market growth – will be achieved by the end of the current fi nancial year. The competitive situation will probably remain tense in some fi elds of Ophthalmic Systems. Moreover, in line with anticipated restrained market development, lower growth rates are to be expected for Microsurgery. Both may tend to lead to a lower gross margin.
The Company's management nevertheless assumes that the growth trend at Group level will be able to continue, given the good contributions to growth from Surgical Ophthalmology. The Company is therefore sticking fi rmly to its target of increasing revenue for the current fi nancial year to within a range of € 880 million to € 910 million. This would correspond to growth of between two and almost six percent.
Compared with typical growth in the medical technology industry, Carl Zeiss Meditec has benefi ted, over the past few years, from substantially above-average growth rates, which exceeded the growth forecast for the medical technology industry. In the medium term we still anticipate revenue growth at least on a par with the market growth expected for the industry. We are adhering to our targets for 2015 of achieving an EBIT margin of 15 % and increasing the proportion of case-number-dependent roducts and services to 25 %.
The general economic environment and the resulting economic trends are highly important, and could have a material impact on the forecast from the current perspective. On the whole, however, we feel well equipped to face this challenge, due to our broad product range and the balanced distribution of our revenue across our various business regions.
15
In the fi rst nine months of the current fi nancial year members of the Management Board and one member of the Supervisory Board executed notifi able securities transactions pursuant to Section 15a German Securities Trading Act (Wertpapierhandelsgesetz, WpHG).
On 21 May 2013, Supervisory Board member Dr Markus Guthoff sold 950 shares with a total value of € 23,154.00. On 17 May 2013 Management Board member Dr Christian Müller sold 2,000 shares with a total value of € 49,730.00. On 17 May 2013 Management Board member Dr Ludwin Monz also sold 1,000 shares with a total value of € 24,873.12.
On 22 January 2013 Supervisory Board member Jörg Heinrich sold 174 shares with a total value of € 4,069.86. On 18 January 2013, Supervisory Board member Dr Markus Guthoff sold 950 shares with a total value of € 22,460.16. In addition, Supervisory Board member Dr Michael Kaschke and his wife, Sylvia Kaschke, each sold 2,000 shares with a total value of € 47,140.00 and € 46,920.00, respectively, on 18 January 2013.
On 10 December 2012, the spouse of Supervisory Board Member Dr Wolfgang Reim, Julia Reim, sold 5,000 shares with a total value of € 109,000.87.
The details of all securities transactions executed by members of the Management Board and Supervisory Board are published immediately after their disclosure on the Company's website at www.meditec.zeiss.com/ir | Corporate Governance | Directors' Dealings in accordance with the prevailing legal requirements of Section 15b WpHG. The publication documents and the relevant disclosures are forwarded to the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin).
| (Figures in € '000) | 3rd quarter 2012/2013 1 April 2013 – 30 June 2013 |
3rd quarter 2011/2012 1 April 2012 – 30 June 2012 |
Financial year 2012/2013 1 October 2012 – 30 June 2013 |
Financial year 2011/2012 1 October 2011 – 30 June 2012 |
|---|---|---|---|---|
| Revenue | 206,085 | 199,019 | 649,042 | 630,817 |
| Cost of goods sold | (92,137) | (89,147) | (299,519) | (291,204) |
| Gross profi t | 113,948 | 109,872 | 349,523 | 339,613 |
| Selling and marketing expenses | (50,210) | (49,115) | (154,994) | (153,533) |
| General and administrative expenses | (10,216) | (10,238) | (30,723) | (29,991) |
| Research and development expenses | (25,142) | (23,026) | (71,279) | (67,469) |
| Other expense | (17) | – | (17) | (30) |
| Earnings before interests, income taxes, depreciation and amortization |
33,012 | 31,526 | 105,690 | 102,661 |
| Depreciation and amortization | 4,649 | 4,033 | 13,180 | 14,071 |
| Earnings before interests and income taxes |
28,363 | 27,493 | 92,510 | 88,590 |
| Interest income | 348 | 681 | 1,636 | 2,355 |
| Interest expense | (1,855) | (1,429) | (4,684) | (4,304) |
| Foreign currency gains/(losses), net | 6,667 | (6,743) | 12,155 | (6,344) |
| Other fi nancial result | 1,355 | 620 | 2,974 | 1,794 |
| Earnings before income taxes | 34,878 | 20,622 | 104,591 | 82,091 |
| Income tax expense | (10,679) | (6,551) | (33,680) | (25,247) |
| Net income | 24,199 | 14,071 | 70,911 | 56,844 |
| Attributable to: Shareholders of the parent company Non-controlling interest |
23,883 316 |
13,507 564 |
66,130 4,781 |
52,798 4,046 |
| Profi t/(loss) per share, attributable to the shareholders of the parent company in the current fi nancial year (€): – Basic/diluted |
0.29 | 0.17 | 0.81 | 0.65 |
| (Figures in € '000) | 3rd quarter 2012/2013 1 April 2013 – 30 June 2013 |
3rd quarter 2011/2012 1 April 2012 – 30 June 2012 |
Financial year 2012/2013 1 October 2012 – 30 June 2013 |
Financial year 2011/2012 1 October 2011 – 30 June 2012 |
|---|---|---|---|---|
| Net income | 24,199 | 14,071 | 70,911 | 56,844 |
| Other comprehensive income: | ||||
| Items, that may be reclassifi ed subsequently to net income/loss: |
||||
| Foreign currency translation | (7,800) | 15,415 | (21,806) | 13,750 |
| Total of items that may be reclassifi ed subsequently to net income/loss |
(7,800) | 15,415 | (21,806) | 13,750 |
| Total of items that will not be reclassifi ed to net income/loss |
– | – | – | – |
| Other comprehensive income | (7,800) | 15,415 | (21,806) | 13,750 |
| Comprehensive income | 16,399 | 29,486 | 49,105 | 70,594 |
| Attributable to: Shareholders of the parent company Non-controlling interest |
18,420 (2,021) |
25,546 3,940 |
53,683 (4,578) |
65,121 5,473 |
| (Figures in € '000) | 30 June 2013 | 30 September 2012 |
|---|---|---|
| ASSETS | ||
| Goodwill | 121,476 | 121,627 |
| Other intangible assets | 15,388 | 20,922 |
| Property, plant and equipment | 48,346 | 48,484 |
| Investments | 364 | 364 |
| Deferred tax assets | 42,284 | 47,198 |
| Non-current trade receivables | 4,073 | 4,393 |
| Other non-current assets | 13,115 | 11,056 |
| Total non-current assets | 245,046 | 254,044 |
| Inventories | 157,255 | 143,013 |
| Trade receivables | 125,880 | 136,662 |
| Accounts receivable from related parties | 62,949 | 42,718 |
| Treasury receivables | 324,420 | 241,389 |
| Tax refund claims | 1,302 | 2,380 |
| Other current fi nancial assets | 6,475 | 124,064 |
| Other current non-fi nancial assets | 9,650 | 9,079 |
| Cash and cash equivalents | 4,189 | 9,526 |
| Total current assets | 692,120 | 708,831 |
Total assets 937,166 962,875
| TO | OUR | SHAREHOLDERS | INTERIM | FINANCIAL | STATEMENTS | NOTES | FURTHER | INFORMATION |
|---|---|---|---|---|---|---|---|---|
| CONSOLIDATED STATEMENT OF FINANCIAL POSITION (IFRS) |
| (Figures in € '000) | 30 June 2013 | 30 September 2012 |
|---|---|---|
| LIABILITIES AND EQUITY | ||
| Share capital | 81,310 | 81,310 |
| Capital reserve | 313,863 | 313,863 |
| Retained earnings | 294,915 | 261,309 |
| Gains and losses recognized directly in equity | (13,938) | (1,491) |
| Equity before non-controlling interest | 676,150 | 654,991 |
| Non-controlling interest | 36,228 | 40,806 |
| Total equity | 712,378 | 695,797 |
| Provisions for pensions and similar commitments | 14,681 | 12,973 |
| Other non-current provisions | 10,831 | 12,583 |
| Non-current fi nancial liabilities | 2,232 | 2,386 |
| Non-current leasing liabilities | 12,809 | 14,366 |
| Other non-current non-fi nancial liabilities | 7,283 | 7,532 |
| Deferred tax liabilities | 3,019 | 3,491 |
| Total non-current liabilities | 50,855 | 53,331 |
| Current provisions | 28,597 | 29,728 |
| Current accrued liabilities | 59,708 | 65,126 |
| Current fi nancial liabilities | 1,529 | 5,938 |
| Current portion of non-current fi nancial liabilities | 456 | 6,432 |
| Current portion of non-current leasing liabilities | 1,858 | 1,787 |
| Trade payables | 28,765 | 36,935 |
| Current income tax liabilities | 8,756 | 10,723 |
| Accounts payable to related parties | 11,963 | 13,613 |
| Treasury payables | 4,443 | 14,597 |
| Other current non-fi nancial liabilities | 27,858 | 28,868 |
| Total current liabilities | 173,933 | 213,747 |
| Total liabilities | 937,166 | 962,875 |
| (Figures in € '000) | Financial year 2012/2013 1 October 2012 – 30 June 2013 |
Financial year 2011/2012 1 October 2011 – 30 June 2012 |
|---|---|---|
| Cash fl ows from operating activities: | ||
| Net income | 70,911 | 56,844 |
| Adjustments to reconcile net income to net cash provided by/(used in) operating activities: |
||
| Income tax expenses | 33,680 | 25,247 |
| Interest income/expenses | 3,048 | 1,949 |
| Depreciation and amortization | 13,180 | 14,071 |
| Gains/losses on disposal of fi xed assets | (28) | 136 |
| Interest received | 2,401 | 1,649 |
| Interest paid | (1,291) | (1,579) |
| Income tax reimbursement | 2,289 | 1,108 |
| Income taxes paid | (33,820) | (30,137) |
| Changes in working capital: | ||
| Trade receivables | (17,922) | (822) |
| Inventories | (21,317) | (12,184) |
| Other assets | (6,394) | 235 |
| Trade payables | (5,812) | (5,797) |
| Provisions and fi nancial liabilities | (7,767) | 5,665 |
| Other liabilities | (514) | 2,942 |
| Total adjustments | (40,267) | 2,483 |
| Net cash provided by operating activities | 30,644 | 59,327 |
| Cash fl ows from investing activities: | ||
| Investment in property, plant and equipment | (7,658) | (13,305) |
| Investment in intangible assets | (720) | (537) |
| Proceeds from fi xed assets | 221 | 153 |
| Proceeds from fi xed term deposits | 120,000 | – |
| Investments in fi xed term deposits | (140,000) | (10,000) |
| Acquisition of IOL/OVD-business IMEX Clinic S.L., Spain | (1,907) | (12,759) |
| Net cash used in investing activities | (30,064) | (36,448) |
| Cash fl ows from fi nancing activities: | ||
| Change of short-term debt | 58 | 198 |
| Change of noncurrent fi nancial liabilities | (6,382) | (307) |
| (Increase)/decrease in treasury receivables | 45,443 | (900) |
| Increase/(decrease) in treasury payables | (10,155) | 5,112 |
| Change of leasing liabilities | (1,337) | (1,297) |
| Dividend payments to shareholders of Carl Zeiss Meditec AG | (32,524) | (24,393) |
| Net cash provided by/(used in) fi nancing activities | (4,897) | (21,587) |
| Effect of exchange rate fl uctuation on cash and cash equivalents | (1,020) | 5,793 |
| Net increase/(decrease) in cash and cash equivalents | (5,337) | 7,085 |
| Cash and cash equivalents, beginning of reporting period | 9,526 | 194,641 |
| Cash and cash equivalents, end of reporting period | 4,189 | 201,726 |
| (Figures in € '000) | Gains and losses recognized directly in equity |
||||||
|---|---|---|---|---|---|---|---|
| Share capital |
Capital reserve |
Retained earnings |
Reserves from currency conversion |
Equity before non controlling interest |
Non controlling interest |
Total equity |
|
| As of 1 October 2011 | 81,310 | 313,863 | 213,832 | (9,967) | 599,038 | 35,031 | 634,069 |
| Foreign currency translation | – | – | – | 8,476 | 8,476 | 1,253 | 9,729 |
| Changes in value recognized directly in equity |
– | – | – | 8,476 | 8,476 | 1,253 | 9,729 |
| Net income | – | – | 71,870 | – | 71,870 | 4,522 | 76,392 |
| Sum of comprehensive income for the period |
– | – | 71,870 | 8,476 | 80,346 | 5,775 | 86,121 |
| Dividend payments | – | – | (24,393) | – | (24,393) | – | (24,393) |
| As of 30 September 2012 | 81,310 | 313,863 | 261,309 | (1,491) | 654,991 | 40,806 | 695,797 |
| Foreign currency translation | – | – | – | (12,447) | (12,447) | (9,359) | (21,806) |
| Changes in value recognized directly in equity |
– | – | – | (12,447) | (12,447) | (9,359) | (21,806) |
| Net income | – | – | 66,130 | – | 66,130 | 4,781 | 70,911 |
| Sum of comprehensive income for the period |
– | – | 66,130 | (12,447) | 53,683 | (4,578) | 49,105 |
| Dividend payments | – | – | (32,524) | – | (32,524) | – | (32,524) |
| As of 30 June 2013 | 81,310 | 313,863 | 294,915 | (13,938) | 676,150 | 36,228 | 712,378 |
Carl Zeiss Meditec AG prepared its consolidated fi nancial statements as of 30 September 2012 in accordance with the International Financial Reporting Standards (IFRSs) of the International Accounting Standards Board (IASB), London, as applicable in the EU as of that date. Accordingly, this interim report has been prepared in accordance with IAS 34 "Interim Reporting".
The accounting and valuation principles applied for the interim fi nancial statements as of 30 June 2013 correspond to those applied for the consolidated fi nancial statements for fi nancial year 2011/2012, with the exceptions described below. A detailed description of these principles was published in the notes to the consolidated fi nancial statements as of 30 September 2012.
The Group was obliged to apply the following standards and interpretations for the fi rst time at the beginning of this fi nancial year:
| Date of issue | Standard/Interpretation | Amendment/New statutory regulation |
|---|---|---|
| 16 June 2011 | Amendment IAS 1 "Presentation of Financial Statements" |
Presentation of items of other comprehensive income |
For all standards and interpretations applied for the fi rst time there were no signifi cant changes to the accounting and valuation methods, nor are such changes expected.
The IASB and IFRS IC also issued the following standards, interpretations and revisions of existing standards; however, application of these is not yet mandatory for Carl Zeiss Meditec. The Company did not opt to apply these standards early:
| Date of issue | Standard/Interpretation | Amendment/New statutory regulation | Date of fi rst mandatory application |
Adopted by the EU |
|---|---|---|---|---|
| 12 November 2009 | IFRS 9 "Financial Instruments" | Classifi cation and measurement of fi nancial assets |
Financial years beginning on or after 1 January 2015 |
no |
| 28 October 2010 | Revision IFRS 9 "Financial Instruments" | Additional requirements for the accounting of fi nancial liabilities |
Financial years beginning on or after 1 January 2015 |
no |
| 12 May 2011 | IFRS 10 "Consolidated Financial Statements" Accounting regulations for the presentation of consolidated fi nancial statements and notes on the principle of control |
Financial years beginning on or after 1 January 2014 |
yes | |
| 12 May 2011 | IFRS 11 "Joint Arrangements" | Additional requirements for joint arrangements and their accounting treatment |
Financial years beginning on or after 1 January 2014 |
yes |
| Date of issue | Standard/Interpretation | Amendment/New statutory regulation | Date of fi rst mandatory application |
Adopted by the EU |
|---|---|---|---|---|
| 12 May 2011 | IFRS 12 "Disclosure of Interests in Other Entities" |
Enhanced disclosure requirements for subsidiaries, joint ventures and associates, as well as unconsolidated structured entities |
Financial years beginning on or after 1 January 2014 |
yes |
| 12 May 2011 | IFRS 13 "Fair Value Measurement" | Guidance on measurement and disclosures on the measurement of fair value |
Financial years beginning on or after 1 January 2013 |
yes |
| 12 May 2011 | IAS 27 "Separate Financial Statements" | Guidance on the accounting treatment of investments in subsidiaries, associates and joint ventures in separate fi nancial statements |
Financial years beginning on or after 1 January 2014 |
yes |
| 12 May 2011 | IAS 28 "Investments in Associates and Joint Ventures" |
Guidelines for the accounting treatment of associates and principles for applying the equity method |
Financial years beginning on or after 1 January 2014 |
yes |
| 16 June 2011 | Amendment IAS 19 "Employee Benefi ts" | Accounting treatment of defi ned benefi t pension plans, defi nition of the individual types of employee benefi ts and enhanced disclosure requirements |
Financial years beginning on or after 1 January 2013 |
yes |
| 19 October 2011 | IFRIC Interpretation 20: Stripping Costs in the Production Phase of a Surface Mine |
Accounting treatment of overburden removal costs during the production phase in surface mining |
Financial years beginning on or after 1 January 2013 |
yes |
| 16 December 2011 | Amendments IFRS 32 "Financial Instruments: Presentation" |
Enhancement of the provisions for offsetting fi nancial assets and liabilities |
Financial years beginning on or after 1 January 2014 |
yes |
| 16 December 2011 | Amendments IFRS 7 "Financial Instruments: Disclosures" |
Additional disclosures relating to the offsetting of fi nancial assets and liabilities |
Financial years beginning on or after 1 January 2013 |
yes |
| 13 March 2012 | Amendment to IFRS 1 "First-time Adoption of International Financial Reporting Standards" |
Specifi cation of the accounting treatment of government loans with a below-market rate of interest |
Financial years beginning on or after 1 January 2013 |
yes |
| 17 May 2012 | Improvements to IFRSs (2009–2011) | Amendments to Standards IFRS 1, IAS 1, 16, 32 and 34 |
Financial years beginning on or after 1 January 2013 |
yes |
| 28 June 2012 | Transition Guidance (Amendments to IFRS 10, IFRS 11 and IFRS 12) |
Enhancement of transition regulations to IFRS 10, 11 and 12 |
Financial years beginning on or after 1 January 2013 |
yes |
| 31 October 2012 | Amendment to IFRS 10, IFRS 12 and IAS 27 "Investment Entities" |
Special regulations for fi nancial statements of investment entities |
Financial years beginning on or after 1 January 2014 |
no |
| 20 May 2013 | IFRIC Interpretation 21: Levies | Accounting treatment of levies imposed by governments |
Financial years beginning on or after 1 January 2014 |
no |
| 29 May 2013 | Amendment to IAS 36 "Impairment of Assets" |
Amendment of recoverable amount disclosures for non-fi nancial assets following the adoption of IFRS 13 |
Financial years beginning on or after 1 January 2014 |
no |
| 27 June 2013 | Amendment to IAS 39 "Financial instruments: Recognition and Measurement" |
Novation of derivatives and continuation of hedge accounting |
Financial years beginning on or after 1 January 2014 |
no |
Carl Zeiss Meditec is not expected to apply any of the standards listed above until the date of fi rst mandatory application. According to the current state of knowledge, the future application of these standards is only expected to have material effects on the accounting and valuation with respect to IFRS 9, 13 and IAS 19. The specifi c effects of the fi rst-time application of IFRS 9 are currently still under review. The other standards listed shall, in some cases, also lead to more extensive notes to the fi nancial statements.
IFRS 13 "Fair Value Measurement" defi nes a single IFRS framework for measuring fair value. It also establishes extensive disclosure requirements for fair value measurement. IFRS 13 is applicable for the fi rst time for fi nancial years beginning on or after 1 January 2013. The effects of the amendments are not quantifi able at the present time.
The amendment to IAS 19 "Employee Benefi ts" provides for the elimination of options to recognize actuarial gains and losses. Carl Zeiss Meditec AG has used the corridor method up until now. Under this method actuarial gains or losses are only recognized through profi t or loss on a pro rata basis, if the accumulated actuarial gains or losses exceed 10 % of the higher of the present value of the defi ned benefi t obligation and the fair value of the plan assets. In future only the immediate recognition in equity under "Other result" in the statement of comprehensive income shall be permissible for this. New regulations shall also apply for the manner of recognition, among other things, of expected returns on plan assets, and the defi nition of the individual types of employee benefi ts. The disclosure requirements in the notes to the fi nancial statements shall also be enhanced. The amendments are applicable for the fi rst time for fi nancial years beginning on or after 1 January 2013. A fi rst-time application on 30 September 2012 would have resulted in a reduction in equity of € 25,825 thousand, corresponding to the total of unrecognized actuarial losses existing as of 30 September 2012. The accounting treatment of partial retirement agreements shall also be amended. No further material effects arising from the fi rst-time application of the amended IAS 19 are anticipated.
With effect from 1 December 2012 Carl Zeiss Meditec AG assumed from Carl Zeiss EyeTec GmbH (CZ EyeTec GmbH), Aalen, Germany, the necessary assets for the continuation of this company's existing business operations. CZ EyeTec GmbH helps Carl Zeiss Meditec to select qualifi ed suppliers and develops and optimizes optometric diagnostic equipment in collaboration with Carl Zeiss Meditec. The relevant assets (approx. € 0.1 million) and the employees and the related personnel commitments (approx. € 0.5 million) were transferred to Carl Zeiss Meditec AG's strategic business unit "Ophthalmic Systems". The purchase price amounts to around € -0.4 million. The resulting receivable from CZ EyeTec GmbH was settled, pursuant to the purchase agreement, in the second quarter of fi nancial year 2012/2013.
This is a transaction under common control, as all companies involved are directly or indirectly majorityowned by Carl Zeiss AG. In line with the accounting method applied by Carl Zeiss Meditec, the transaction is carried at the prior carrying amounts. Accordingly, no hidden reserves or charges are disclosed. Consequently, the transaction does not give rise to any goodwill. Due to the small scope of the transaction in relation to the assets and liabilities of Carl Zeiss Meditec AG this purchase is considered insignifi cant.
On 21 September 2011, Carl Zeiss Meditec Iberia, S.A., concluded a purchase agreement with medical distribution and service company IMEX Clinic S.L., Paterna, Spain (IMEX), and Dismedica S.A., Las Arenas/ Bilbao, Spain, which regulated the purchase of assets and the transfer of employees in connection with the distribution and support of intraocular lenses (IOLs) and viscoelastics (OVDs).
The purchase price amounted to € 16.4 million and consisted, in addition to a fi xed sum of € 9.0 million, of a discounted contingent earn-out component of € 3.6 million and a price for the assumed inventories of € 3.8 million. Pursuant to the agreement, the fi xed price components were paid in two separate tranches of € 4.5 million, one at the beginning of October 2011, and the other at the date of acquisition. The agreed price for the inventories was paid in November 2011. The earn-out component is payable in three tranches over 30 months starting from the acquisition date, and shall depend on the success of the assumed business. The calculation of the earn-out is based on the achievement of defi ned revenue targets for the subsequent 30 months. This is based on the assumption that the gross margin is mainly stable during this period and there is no major fl uctuation in the absorbed workforce. In the case of signifi cant deviations
from the expected gross margin and major fl uctuations in employee numbers, the revenue-based earn-out shall be discounted. A calculation shall be performed based on the actual earnings contributions at the end of a period in each case, after one year, after two years and after thirty months following the acquisition date. The discounted expected earn-out of € 3.6 million results from an achievement of the target earnings contribution of 80 % or 87 %. The contractual margin of fl uctuation of the earn-out has a lower limit of € 0 and, in the case of over-achievement of the specifi ed targets, is not limited to € 3.6 million, but is theoretically infi nite.
The fair value of the goodwill resulting from the acquisition is unchanged compared with 30 September 2012, at € 7.8 million. There was also no evidence of impairment for the assumed intangible assets and inventories in fi nancial year 2012/2013 to 30 June 2013.
In December 2012 the fi rst tranche of the earn-out component was paid to the seller in the amount of € 1.9 million. This basically corresponds, as anticipated, to a target achievement of around 82 %. There remains a contingent, discounted purchase price payment, pursuant to IFRS 3 B54 (g) (i), of € 2.0 million, which is based on the same expectation for the future earnings contribution as compared with 30 September 2012. This amount of € 2.0 million includes, since the acquisition date, expenses from the interest cost of the obligation of € 0.3 million, which were recognized in fi nancial year 2011/2012 (€ 0.2 million) and in fi nancial year 2012/2013 to 30 June 2013 (€ 0.1 million) under "Interest expenses".
The Group has three operating segments, which also represent the Group's Strategic Business Units ("SBUs"). The Ophthalmic Systems and Surgical Ophthalmology SBUs comprise the activities of Carl Zeiss Meditec in the ophthalmic market. Ophthalmic Systems include medical laser and diagnostic systems. The Surgical Ophthalmology SBU unites the Company's activities in the fi eld of intraocular lenses and consumables. The activities in the fi eld of neuro, ear, nose and throat surgery are presented in the Microsurgery segment (the former Neuro/ENT surgery SBU). Surgical visualization solutions in the area of ophthalmic surgery and activities in the fi eld of intraoperative radiation are also allocated to this SBU. Internal management reports are evaluated by the CEO at least every quarter for each of the Strategic Business Units.
| (in € '000) | Ophthalmic Systems | Surgical Ophthalmology | Microsurgery | Total | ||||
|---|---|---|---|---|---|---|---|---|
| 9 Months 2012/2013 |
9 Months 2011/2012 |
9 Months 2012/2013 |
9 Months 2011/2012 |
9 Months 2012/2013 |
9 Months 2011/2012 |
9 Months 2012/2013 |
9 Months 2011/2012 |
|
| External revenue | 266,826 | 266,308 | 92,735 | 79,816 | 289,481 | 284,693 | 649,042 | 630,817 |
| EBIT | 4,194 | 21,184 | 13,009 | 6,324 | 75,307 | 61,082 | 92,510 | 88,590 |
| Reconciliation of the segments' comprehensive income to the Group's period-end result. | ||||||||
| Comprehensive income of the segments | 92,510 | 88,590 | ||||||
| Consolidated earnings before interest and taxes (EBIT) 92,510 |
88,590 | |||||||
| Financial result | 12,081 | (6,499) | ||||||
| Consolidated earnings before income taxes | 82,091 | |||||||
| Income tax expense (33,680) |
(25,247) | |||||||
| Consolidated net income 70,911 |
56,844 |
The operating segments for the reporting period are as follows:
Basicly there were no intersegment sales between the SBUs.
The segment assets show no signifi cant changes compared with the disclosures in the notes to the last consolidated annual fi nancial statements. Nor is this the subject of internal management reports.
In the reporting period 2012/2013, transactions with related parties result in revenue of € 173,392 thousand (previous year: € 160,000 thousand). The term "related parties" refers here to Carl Zeiss AG and its associated companies.
There were no events of particular signifi cance after the end of the reporting period 30 June 2013.
| Date | Financial year 2012/2013 |
|---|---|
| 5 December 2013 | Annual Financial Statements 2012/2013 |
| 5 December 2013 | Analyst's Conference, Frankfurt am Main |
Investor Relations Henriette Meyer
Phone: +49 36 41 22 01 06 Fax: +49 36 41 22 01 17 [email protected]
Concept and editing by: Henriette Meyer, Lisa Boose
Visual concept and design by: Publicis Erlangen, Zweigniederlassung der PWW GmbH, Erlangen, Germany www.publicis.de
Translation service by: Herold Fachübersetzungen, Bad Vilbel, Germany www.heroldservice.de
This report has been published on 14 August 2013.
The 9 Month Report 2012/2013 of Carl Zeiss Meditec AG has been published in German and English.
Both versions and the key fi gures contained in this report can be downloaded from the following address:
Germany www.meditec.zeiss.com/ir
Carl Zeiss Meditec AG Phone: +49 36 41 22 01 15 Goeschwitzer Strasse 51–52 Fax: +49 36 41 22 01 17 07745 Jena [email protected]
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