Quarterly Report • Nov 12, 2012
Quarterly Report
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| Jan. 1 ‐ Sept. 30, | Jan. 1 ‐ Sept. 30, | |||
|---|---|---|---|---|
| FIGURES IN € k | 2012 | 2011 | Change | |
| Revenues | 10,113 | 10,101 | ‐ | |
| of which segment | Digital Mammography | 7,694 | 7,776 | ‐1 % |
| Other Diagnostic | 2,419 | 2,325 | 4 % | |
| EBITDA | 4,314 | 3,332 | 29 % | |
| EBITDA margin | 43 % | 33 % | ‐ | |
| EBIT | 1,951 | 664 | 194 % | |
| EBIT margin | 19 % | 7 % | ‐ | |
| Net financial result | 65 | ‐438 | ‐ | |
| EBT | 2,016 | 226 | 792 % | |
| Consolidated net profit/loss | 472 | ‐923 | ‐ | |
| Earnings per share in € (basic and diluted) | 0.27 | ‐0.54 | ‐ |
| Sept. 30, 2012 | Dec. 31, 2011 | Change | |
|---|---|---|---|
| Equity capital | 21,133 | 20,729 | 2 % |
| Intangible assets | 18,862 | 18,921 | ‐ |
| Non‐current and current liabilities | 12,679 | 11,820 | 7 % |
| Balance sheet total | 33,812 | 32,549 | 4 % |
| Equity ratio | 63 % | 64 % | ‐ |
| Liquid Funds1 | 9,734 | 7,506 | 30 % |
| Employees2 | 115 | 134 | ‐15 % |
1 Comprising cash, cash equivalents and securities available for sale.
2 Full‐time equivalents as of balance sheet date.
| as at Sept. 30, 2012 | |
|---|---|
| Industry sector | Software / Medical Technology |
| Subscribed capital | € 1,820,000.00 |
| No. of shares | 1,820,000 |
| Last quotation on Dec. 30, 2011 | € 3.79 |
| Last quotation on Sept. 28, 2012 | € 7.80 |
| High/low 2012 | € 8.45 / € 3.75 |
| Market capitalization | € 13.435 Mio. |
| Treasury stock | 97,553 (5.4 %) |
| Free float | 16.3 % |
| Prime Standard (Regulated Market) | Frankfurt and Xetra |
| Over‐the‐counter markets | Frankfurt, Berlin, Dusseldorf, Munich, Stuttgart |
| Indices | CDAX, PrimeAS, TechnologyAS, DAXsector Software, |
| DAXsubsector Software, GEX | |
| ISIN / WKN / Ticker symbol | DE000A0LBFE4 / A0LBFE / M3V |
| Letter to the shareholders 4 | |
|---|---|
| MeVis Stock 6 | |
| Business activities of the MeVis Group 7 | |
| Interim management report of the MeVis Group 9 | |
| Interim consolidated financial statement for Q3 2012 12 | |
| Consolidated income statement Q1 to Q3 2012 13 | |
| Consolidated statement of comprehensive income 13 | |
| Consolidated income statement Q3 2012 14 | |
| Consolidated statement of comprehensive income 14 | |
| Consolidated statement of financial positions 15 | |
| Consolidated cash flow statement 16 | |
| Consolidated statement of changes in equity 17 | |
| Responsibility Statement ("Bilanzeid") 24 | |
| Disclaimer 25 | |
| Finance Calendar 2012 26 | |
The upward trend increasingly solidified in the third quarter of 2012. Sales continued to stabilize; as in the two previous quarters, we generated EBIT of above € 0.6 million thanks to lower costs, and Group liquidity rose again.
Sales in the third quarter of 2012 came to € 3,235 k, on par with the second quarter but down slightly (5 %) on the third quarter of 2011 (€ 3,413 k). At € 10,113 k, sales in the first nine months of 2012 were therefore stable year on year (prev. year: € 10,101 k). Maintenance and service revenues again rose considerably – by 10 % – to € 4,499 k (prev. year: € 4,093 k). In contrast, license sales declined by 6 % to € 5,257 k (prev. year: € 5,587 k). The stable maintenance business now amounts to 44 % of total sales (prev. year: 41 %).
Sales in the Digital Mammography segment went down slightly by 1 % to € 7,694 k (prev. year: € 7,776 k). Sales in the Other Diagnostics segment developed more positively, rising by 4 % to € 2,419 k (prev. year: € 2,325 k).
Capitalized development costs climbed by 5 % year‐on‐year to € 1,908 k.
Again operating costs could be significantly reduced in the third quarter. Personnel expenses amounted to € 1,831 k in the quarter, 14 % down on the prior‐year quarter. For the first three quarters, this corresponds to a total drop of 10 %. Other operating expenses decreased by as much as 21 % year‐on‐year and came to € 435 k. Consequently, these costs went down by a total of 20 % in the first nine months of 2012. The € 1,111 k year‐on‐year reduction in personnel expenses and other operating expenses in the first nine months of the year was a major contributor to this improvement in earnings.
EBITDA (earnings before interest, taxes, depreciation and amortization) increased by 29 %, from € 3,332 k to € 4,314 k, in the first nine months as a result of sales and cost developments.
Depreciation and amortization came to € 2,363 k (11 % down year‐on‐year), resulting in an EBIT (earnings before interest and taxes) of € 1,951 k (almost up € 1.3 million on the prior‐year figure of € 664 k) and a positive EBIT margin of 19 % (prev. year: 7 %).
The net financial result of € 65 k also increased significantly from € ‐438 k in the prior‐year period, the contributing factors being the positive developments at the Dutch investment Medis and the strong US dollar. Pre‐tax earnings rose correspondingly by approximately € 1.8 million to € 2,016 k in the period under review (prev. year: € 226 k). Taking into account higher income tax expenses of € 1,544 k, which primarily originate from non‐cash deferred taxes, as well as a provision for possible tax arrears payments from previous years, the first nine months of 2012 closed with consolidated net profit of € 472 k (prev. year: € ‐923 k). Earnings per share amounted to € 0.27 (prev. year: € ‐0.54).
Cash and cash equivalents increased further in the third quarter of 2012 and amounted to € 9,734 k on September 30, 2012 (compared to € 9,037 k on June 30, 2012 and € 7,506 k on December 31, 2011).
We confirm our forecast published in the 2011 Group Management Report, which expected Group sales in 2012 to stabilize at the same level as in the 2011 fiscal year, on account of business development in the first three quarters of 2012. Consolidated earnings before interest and taxes (EBIT) in 2012 are likely to be considerably up year‐on‐year thanks to the sustained savings regarding operating expenses and the reduced number of employees. We also anticipate positive liquidity from operating activities in 2012, whereby a
purchase price payment of € 3.0 million as part of the acquisition of the 49 % stake in MBS KG will be due for the last time this year, which will have a corresponding impact on liquidity.
We continued to implement the refocusing measures from 2011 in the past months: The Japanese company was liquidated and we are now implementing the closure of the US subsidiary, which is scheduled for completion by the end of the year. From now on, all our employees will work at our headquarters in Bremen.
We announced the main points of the Company's strategic reorientation at the annual general meeting in June this year. We will increasingly focus our business activities on our industrial customers. The direct sales of software licenses to clinical end customers will therefore be discontinued. We will generate growth in the existing license and maintenance business, primarily by expanding our product portfolio for existing industrial customers. In the future, the service business will be another increasingly important long‐term growth driver. MeVis Distant Services is already starting to successfully provide clinical end customers with liver surgery operations planning services. We aim to successively and significantly expand the service business by developing further internet‐based services.
At this point, we would like to thank all employees for their exceptional performance as well as our business associates, customers and shareholders for their confidence!
Marcus Kirchhoff Dr. Robert Hannemann Chairman & CEO Member of the Executive Board
The MeVis Medical Solutions AG stock developed very positively in the third quarter. The month‐end price in September of € 7.80 was significantly up on the closing price at the end of the second quarter (€ 5.70), corresponding to a climb of 37 % in the third quarter. This rise was mainly driven by the positive results of the second quarter, which were published on August 27. Trading also picked up considerably. Analysts increased their price targets based on the results for the first half of the year: Warburg Research increased its target from € 7.90 to € 8.50, and DZ Bank from € 5.00 to € 7.00.
The shareholder structure essentially remained unchanged in the course of the third quarter of 2012. As in the past, the three founders account for approximately 55 % of the share capital. The Company held 97,553 treasury shares, equivalent to 5.4 % on the balance sheet date. The remaining shares are predominantly held by institutional investors. The number of custodian accounts held remained unchanged.
Fig.: Shareholder structure as at September 30, 2012
Through a joint venture with Siemens Aktiengesellschaft, Berlin and Munich (hereafter: "Siemens"), MeVis Medical Solutions AG (hereafter: "MMS AG") holds 51 % of MeVis BreastCare GmbH & Co. KG (hereafter: "MBC KG"). Under an agreement of October 21, 2008, the business division comprising industry customer Hologic, Inc., Bedford, USA (hereafter: "Hologic") was carved out of the joint venture and Siemens' stake was taken over by MMS AG. The company MeVis BreastCare Solutions GmbH & Co. KG (hereafter: "MBS KG") arising from this spin‐off has been fully included in the consolidated financial statements of MMS AG since November 1, 2008.
The business activities of the wholly owned subsidiary MeVis Japan K.K. were discontinued. The liquidation of the company started at the beginning of 2012 and was completed in October 2012. It was also decided to close the wholly owned subsidiary in the USA, MeVis Medical Solutions, Inc., located in Pewaukee, Wisconsin (hereafter: "MMS Inc."), founded in 2007. The vast majority of its business activities had been transferred to MeVis Medical Solutions AG, Bremen, by the end of July. The complete closure of MMS Inc. is planned by the end of the year at the latest.
MMS AG has held around 41 % of the stock in Medis Holding B.V., Leiden (Netherlands) since the beginning of June 2010. The pro‐rata earnings of this equity interest are reported in the net financial result.
MeVis plays a key role in the early detection and diagnosis of cancers, enabling these to be treated early on and tailored to requirements. To this end, MeVis develops innovative software to analyze and assess image data and markets these to the manufacturers of medical products and providers of medical IT platforms. MeVis' expertise is based on many years of technological experience and being close to users. MeVis' support for its industrial customers begins with an idea for a product, continues through developing the application and integrating it into customer‐specific platforms all the way to sustainable quality assurance.
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. MeVis also offers image‐based support for planning and conducting surgical interventions.
The MeVis software applications support all the imaging modalities available. These primarily include magnetic resonance imaging as well as digital mammography, tomosynthesis and ultrasound‐based digital sonography.
For reporting purposes and internal governance, the MeVis Group 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, the 2009 financial year saw the arrival of new software applications for other imaging modalities such as ultrasound, magnetic resonance imaging and tomosynthesis. These products are distributed to the industrial customers Siemens and Hologic. The Digital Mammography segment includes the joint venture MBC KG, operated in conjunction with Siemens AG, which was consolidated at 51 %, and the wholly‐owned subsidiary MBS KG, which includes the business with Hologic, Inc.
In addition to the business of breast diagnostics by means of magnetic resonance imaging conducted with Invivo, Corp., 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 the general image‐based analysis and diagnostics of radiology images. 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 Other Diagnostics segment includes the parent company, MMS AG as well as the wholly‐ owned subsidiary MMS Inc.
Consolidated sales of € 3,235 k in the third quarter of 2012 were down approximately 5 % from the level of the previous year (€ 3,413 k). The structure has changed considerably compared to the third quarter of 2011. While the maintenance business increased by 27 % to € 1,521 k (prev. year: € 1,200 k), the new license business fell by 20 % to € 1,587 k (prev. year: € 1,981 k). This decline was primarily driven by lower license sales in the Digital Mammography segment.
Revenues remained relatively constant at € 10,113 k compared to the first nine months of 2011 (prev. year: € 10,101 k). This figure is broken down into the segments Digital Mammography at € 7,694 k (prev. year: € 7,776 k) and Other Diagnostics at € 2,419 k (prev. year: € 2,325 k). At 76 % (prev. year: 77 %) the Digital Mammography segment continues to be the main source of revenues in the group.
The installed base of software licenses once again led to stable and higher maintenance and service revenues. In the first nine months, the share of consolidated sales revenue accounted for by maintenance and service amounted to 44 % (prev. year: 41 %).
The decrease in staff costs by 10 % to € 6,253 k (prev. year: € 6,974 k) is largely due to the lower number of employees compared to the same period last year. At the end of the third quarter of 2012, the MeVis Group had 137 employees. This corresponds to 115 full‐time equivalents (December 31, 2011: 164 employees or 134 full‐time equivalents).
Capitalized development expenses in the period under review amounted to € 1,908 k (prev. year: € 1,819 k). These were distributed € 1,768 k for staff costs (prev. year: € 1,309 k) and € 140 k for costs of services purchased (prev. year: € 0 k).
Other operating expenses decreased considerably year‐on‐year, totaling € 1,593 k (prev. year: € 1,983 k). This amount mainly comprised rental/leasing expenses of € 421 k (prev. year: € 422 k), legal and consulting costs of € 201 k (prev. year: € 335 k), travel expenses of € 115 k (prev. year: € 119 k) and maintenance/repair costs of € 112 k (prev. year: € 137 k).
EBITDA (earnings before interest, taxes, depreciation and amortization) totaled € 4,314 k in the period under review (prev. year: € 3,332 k). The EBITDA margin increased accordingly to 43 % (prev. year: 33 %).
Depreciation and amortization decreased in the period under review to € 2,363 k (prev. year: € 2,668 k). These comprised amortization of intangible assets of € 818 k (prev. year: € 775 k), amortization of capitalized development expenses of € 1,184 k (prev. year: € 1,556 k) as well as depreciation of property, plant and equipment of € 361 k (prev. year: € 337 k). The decrease in amortization on capitalized development expenses is attributable to the impairment losses recognized on December 31, 2011.
Earnings before interest and taxes (EBIT) saw a corresponding increase to € 1,951 k (prev. year: € 664 k). The EBIT margin also increased accordingly in the period under review to 19 % (prev. year: 7 %)
The net financial result of € 65 k (prev. year: € ‐438 k) also rose steeply against the level of the previous year. This is due on the one hand to an improved other result of € 22 k (prev. year: € ‐112 k), which mainly results from the measurement of financial instruments. The financial result was also positively affected by the improved pro‐rata earnings of Medis, which amounted to € 165 k (prev. year: ‐117 k). In contrast, interest income fell steeply to € 49 k in the period under review (prev. year: € 179 k).
However, this is more than offset by the change in interest expense. This decreased to € 171 k (prev. year: € 388 k), which is due to the lower interest payable, at matching maturities, on the remaining purchase price installments for the acquisition of the 49 % stake in MBS KG.
Earnings before taxes (EBT) amounted to € 2,016 k in the period under review (prev. year: € 226 k). This corresponds to a return on sales of 20 % (prev. year: 2 %).
After‐tax earnings are impacted by income taxes and the deferred tax expenses of € ‐1,544 k reported here (prev. year: € ‐1,149 k), amounting to € 472 k in the period under review (prev. year: ‐923 k). This resulted in earnings per share of € 0.27 (prev. year: € ‐0.54).
As of the balance sheet date, MeVis Group's liquid funds totaled € 9,734 k (December 31, 2011: € 7,506 k), comprising cash and cash equivalents and securities held for sale.
The balance sheet structure remained almost unchanged at the end of the third quarter compared with the end of the 2011 fiscal year. Assets of € 33,812 k (December 31, 2011: € 32,549 k) included € 19,727 k (December 31, 2011: € 19,884 k) in non‐current assets. The latter mainly consisted of intangible assets amounting to € 18,862 k (December 31, 2011: € 18,921 k). Current assets essentially comprised trade receivables of € 3,570 k (December 31, 2011: € 4,420 k), other financial assets of € 1,192 k (December 31, 2011: € 1,740 k) as well as cash and cash equivalents of € 8,914 k (December 31, 2011: € 6,076 k). The other financial assets mainly consisted of fixed‐income securities available for sale at short notice in the amount of € 820 k (December 31, 2011: € 1,430 k).
The Company's property, plant and equipment amounted to € 422 k at the balance sheet date (December 31, 2011: € 685 k).
Shareholders' equity as at September 30, 2012 amounted to € 21,133 k (December 31, 2011: € 20,729 k), mainly consisting of the capital reserve at € 28,079 k (December 31, 2011: € 28,079 k). The level of subscribed capital remained unchanged at € 1,820 k. The equity ratio comes to a stable 63 % (December 31, 2011: 64 %).
Cash flow from current operating activities came to € 4,344 k (prev. year: € 3,496 k). It essentially comprised earnings before interest and taxes (EBIT) of € 1,951 k (prev. year: € 664 k), adjusted for depreciation in the amount of € 2,363 k (prev. year: € 2,668 k), changes in provisions of € 155 k (prev. year: € 203 k), tax received of € 84 k (prev. year: € 520 k), changes in trade receivable and other assets of € 721 k (prev. year: € 489 k) as well as changes in trade payables and other liabilities of € ‐920 k (prev. year: € ‐428 k).
In the period under review, cash flow from investing activities came to € ‐1,440 k (prev. year: € ‐1,283 k) and mainly consisted of payments for capitalized development costs of € 1,908 k (prev. year: € 1,819 k), and also payments for the disposal of securities in the amount of € 600 k (prev. year: € 800 k).
Cash flow from financing activities, amounting to € ‐36 k (prev. year: € ‐28 k), consisted exclusively of leasing transactions.
Change in cash and cash equivalents in the year under review came to € 2,868 k (prev. year: € 2,185 k).
No material changes have occurred with regard to the risk situation of the MeVis Group since the beginning of the financial year. Therefore, the statements made in the risk report of the consolidated annual financial statements as of December 31, 2011 remain valid.
We confirm our forecast published in the 2011 Group Management Report, which expected Group sales in 2012 to stabilize at the same level as in the 2011 fiscal year, on account of business development in the first nine months of 2012. Consolidated earnings before interest and taxes (EBIT) in 2012 are likely to be considerably up year‐on‐year thanks to the sustained savings regarding operating expenses and the reduced number of employees. We also anticipate positive liquidity from operating activities in 2012, whereby a purchase price payment of € 3.0 million as part of the acquisition of the 49 % stake in MBS KG will be due for the last time this year, which will have a corresponding impact on liquidity. We will further define our expectations and outlook during the course of the fiscal year.
No transactions of material relevance to the MeVis Group have arisen since the balance sheet date.
Bremen, November 12, 2012
Marcus Kirchhoff Dr. Robert Hannemann Chairman & CEO Member of the Executive Board
| Consolidated income statement Q1 to Q3 2012 13 | |
|---|---|
| Consolidated statement of comprehensive income 13 | |
| Consolidated income statement Q3 2012 14 | |
| Consolidated statement of comprehensive income 14 | |
| Consolidated statement of financial positions 15 | |
| Consolidated cash flow statement 16 | |
| Consolidated statement of changes in equity 17 |
for the period January 1 through September 30, 2012
| Jan. 1 ‐ Sept. 30, | Jan. 1 ‐ Sept. 30, | ||
|---|---|---|---|
| FIGURES IN € k | Notes | 2012 | 2011 |
| Revenues | 1 | 10,113 | 10,101 |
| Income from the capitalization of development expenses | 2 | 1,908 | 1,819 |
| Other operating income | 480 | 579 | |
| Cost of material | ‐341 | ‐210 | |
| Staff costs | 3 | ‐6,253 | ‐6,974 |
| Other operating expenses | 4 | ‐1,593 | ‐1,983 |
| Earnings before interest, taxes, depreciation | |||
| and amortization (EBITDA) | 4,314 | 3,332 | |
| Depreciation and Amortization | 5 | ‐2,363 | ‐2,668 |
| Earnings before interest and tax (EBIT) | 1,951 | 664 | |
| Interest income | 49 | 179 | |
| Interest expenses | ‐171 | ‐388 | |
| Other net financial result | 22 | ‐112 | |
| Profit share from associated companies | 165 | ‐117 | |
| Net financial result | 6 | 65 | ‐438 |
| Earnings before taxes (EBT) | 2,016 | 226 | |
| Income tax | 7 | ‐1,544 | ‐1,149 |
| Consolidated net result for period | 472 | ‐923 | |
| Earnings per share in € | 14 | ||
| Basic | 0.27 | ‐0.54 | |
| Diluted | 0.27 | ‐0.54 |
for the period January 1 through September 30, 2012
| Jan. 1 ‐ Sept. 30, | Jan. 1 ‐ Sept. 30, | ||
|---|---|---|---|
| FIGURES IN € k | Notes | 2012 | 2011 |
| Consolidated net result for period | 472 | ‐923 | |
| Changes in the currency translation reserve | 10 | ‐71 | ‐64 |
| Changes in fair value of available‐for‐sale financial instruments | 10 | 4 | ‐7 |
| Deferred tax on changes in fair value | ‐1 | 2 | |
| Other comprehensive income | ‐68 | ‐69 | |
| Total comprehensive income | 404 | ‐992 |
for the period July 1 through September 30, 2012
| Jul. 1 ‐ Sept. 30, | Jul. 1 ‐ Sept. 30, | ||
|---|---|---|---|
| FIGURES IN € k | Notes | 2012 | 2011 |
| Revenues | 1 | 3,235 | 3,413 |
| Income from the capitalization of development expenses | 2 | 499 | 510 |
| Other operating income | 102 | 220 | |
| Cost of material | ‐168 | ‐102 | |
| Staff costs | 3 | ‐1,831 | ‐2,122 |
| Other operating expenses | 4 | ‐435 | ‐552 |
| Earnings before interest, taxes, depreciation | |||
| and amortization (EBITDA) | 1,402 | 1,367 | |
| Depreciation and Amortization | 5 | ‐707 | ‐884 |
| Earnings before interest and tax (EBIT) | 695 | 483 | |
| Interest income | 16 | 131 | |
| Interest expenses | ‐66 | ‐194 | |
| Other net financial result | ‐164 | 221 | |
| Profit share from associated companies | 25 | 21 | |
| Net financial result | 6 | ‐189 | 179 |
| Earnings before taxes (EBT) | 506 | 662 | |
| Income tax | 7 | ‐700 | ‐413 |
| Consolidated net result for period | ‐194 | 249 | |
| Earnings per share in € | 14 | ||
| Basic | ‐0.11 | 0.14 | |
| Diluted | ‐0.11 | 0.14 |
for the period July 1 through Sept. 30, 2012
| Jul. 1 ‐ Sept. 30, | Jul. 1 ‐ Sept. 30, | ||
|---|---|---|---|
| FIGURES IN € k | Notes | 2012 | 2011 |
| Consolidated net result for period | ‐194 | 249 | |
| Changes in the currency translation reserve | 10 | ‐93 | 33 |
| Changes in fair value of available‐for‐sale financial instruments | 10 | ‐6 | ‐12 |
| Deferred tax on changes in fair value | 2 | 4 | |
| Other comprehensive income | ‐97 | 24 | |
| Total comprehensive income | ‐291 | 273 |
| FIGURES IN € k | Notes | Sept. 30, 2012 | Dec. 31, 2011 |
|---|---|---|---|
| Non‐current assets | |||
| Intangible assets | 18,862 | 18,921 | |
| Property, plant and equipment | 422 | 685 | |
| Interest in associated companies | 8 | 443 | 278 |
| 19,727 | 19,884 | ||
| Current assets Inventories |
202 | 257 | |
| Trade receivables | 3,570 | 4,420 | |
| Income tax receivables | 29 | 113 | |
| Other financial assets | 9 | 1,192 | 1,740 |
| Other assets | 178 | 59 | |
| Cash and cash equivalents | 8,914 | 6,076 | |
| 14,085 | 12,665 | ||
| ASSETS | 33,812 | 32,549 | |
| Equity capital | 10 | ||
| Subscribed capital | 1,820 | 1,820 | |
| Capital reserve | 28,079 | 28,079 | |
| Revaluation reserve | 821 | 1,024 | |
| Treasury stock | ‐3,300 | ‐3,300 | |
| Cumulated fair value changes of available‐for‐sale financial | |||
| instruments | 5 | 2 | |
| Currency translation reserve | 53 | 124 | |
| Retained earnings | ‐6,345 | ‐7,020 | |
| 21,133 | 20,729 | ||
| Non‐current liabilities | |||
| Provisions | 917 | 874 | |
| Other financial liabilities | 11 | 860 | 875 |
| Deferred taxes | 3,331 | 2,489 | |
| 5,108 | 4,238 | ||
| Current liabilities | |||
| Provisions | 336 | 224 | |
| Trade payables | 915 | 1,168 | |
| Other financial liabilities | 11 | 3,623 | 3,834 |
| Deferred income | 2,088 | 2,009 | |
| Other liabilities | 191 | 179 | |
| Income tax liabilities | 418 | 168 | |
| 7,571 | 7,582 | ||
| EQUITIES AND LIABILITIES | 33,812 | 32,549 |
for the period January 1 through September 30, 2012
| Jan. 1 ‐ Sept. 30, | Jan. 1 ‐ Sept. 30, | |||
|---|---|---|---|---|
| FIGURES IN € k | Notes | 2012 | 2011 | |
| Earnings before interest and tax (EBIT) | 1,951 | 664 | ||
| + | Depreciation and amortization | 5 | 2,363 | 2,668 |
| + | Losses from disposal of assets | 0 | 16 | |
| +/‐ Increase/decrease in provisions | 155 | 203 | ||
| +/‐ Other non‐cash expenses/income | ‐37 | ‐798 | ||
| + | Interest received | 49 | 114 | |
| ‐ Interest paid | ‐1 | ‐1 | ||
| + | Tax received | 84 | 520 | |
| ‐ Tax paid | ‐57 | ‐182 | ||
| +/‐ Exchange rate differences received/paid | ‐19 | 310 | ||
| +/‐ Decrease/increase in inventories | 55 | ‐79 | ||
| +/‐ Decrease/increase in trade receivables and other assets | 721 | 489 | ||
| ‐/+ | Decrease/increase in trade payables and other liabilities | ‐920 | ‐428 | |
| = | Cash flow from operating activities | 4,344 | 3,496 | |
| ‐ Purchase of property, plant and equipment | ‐93 | ‐201 | ||
| ‐ Purchase of intangible assets (excl. development cost) | ‐39 | ‐63 | ||
| ‐ Payments for capitalized development cost | ‐1,908 | ‐1,819 | ||
| + | Proceeds from sale of marketable securities | 600 | 800 | |
| = | Cash flow from investing activities | ‐1,440 | ‐1,283 | |
| ‐ Repayment of finance lease liabilities | ‐36 | ‐28 | ||
| = | Cashflow from financing activities | ‐36 | ‐28 | |
| Change in cash and cash equivalents | 2,868 | 2,185 | ||
| Effect of exchange rates on cash and cash equivalents | ‐30 | 116 | ||
| + | Cash and cash equivalents at the beginning of the period | 6,076 | 5,621 | |
| = | Cash and cash equivalents at the end of the period | 8,914 | 7,922 | |
for the period January 1 through September 30, 2012
| FIGURES IN € k | Subscribed capital |
Capital reserve |
Re‐ valuation reserve |
Treasury stock |
Cumulative change in fair value for sale of available assets |
Currency trans‐ lation differ‐ ences |
Retained earnings |
Total |
|---|---|---|---|---|---|---|---|---|
| Balance on January 1, 2011 | 1,820 | 28,513 | 1,276 | ‐3,789 | 0 | 149 | ‐3,180 | 24,789 |
| Disposal of treasury stock | 0 | ‐184 | 0 | 239 | 0 | 0 | 0 | 55 |
| Transfer to retained earnings | ||||||||
| according to amortization | 0 | 0 | ‐188 | 0 | 0 | 0 | 188 | 0 |
| Consolidated net profit | 0 | 0 | 0 | 0 | ‐5 | ‐64 | ‐923 | ‐992 |
| Balance on Sept. 30, 2011 | 1,820 | 28,328 | 1,088 | ‐3,550 | ‐5 | 85 | ‐3,915 | 23,851 |
| Balance on January 1, 2012 | 1,820 | 28,079 | 1,024 | ‐3,300 | 2 | 124 | ‐7,020 | 20,729 |
| Disposal of treasury stock | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Transfer to retained earnings | ||||||||
| according to amortization | 0 | 0 | ‐203 | 0 | 0 | 0 | 203 | 0 |
| Consolidated net profit | 0 | 0 | 0 | 0 | 3 | ‐71 | 472 | 404 |
| Balance on Sept. 30, 2012 | 1,820 | 28,079 | 821 | ‐3,300 | 5 | 53 | ‐6,345 | 21,133 |
MeVis Medical Solutions AG, Bremen Notes to the interim consolidated financial statements as of September 30, 2012
The interim financial report of the MeVis Group was prepared in accordance with the provisions of § 37x (3) of the German Securities Trading Act (WpHG) along with consolidated interim financial statements and a consolidated management report.
The consolidated interim financial statements of Mevis Medical Solutions AG, Bremen (MMS AG) as at September 30, 2012 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, 2012 was prepared in conformity with IAS 34 "Interim Reporting". The notes to the consolidated 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 consolidated financial statements from January 1 to September 30, 2012 use the same recognition and measurement policies as the IFRS consolidated financial statements for the 2011 financial year. The interim consolidated financial statements as of September 30, 2012 must therefore be read in conjunction with the consolidated financial statements as of December 31, 2011.
MMS AG's consolidated interim financial statements as of September 30, 2012 including the previous year's figures have been prepared in accordance with IFRS as endorsed by the European Union as of December 31, 2011. The same accounting and valuation principles were applied that were used in preparing the consolidated financial statements as at December 31, 2011; in addition, IAS 34 "Interim reporting" was applied. Fresh announcements of the IASB newly applicable as of September 30, 2012 had no material impacts on the MeVis consolidated financial statements.
Revenues break down by type as follows:
| Jan. 1 - Sept. 30, | Jan. 1 - Sept. 30, | |
|---|---|---|
| FIGURES IN € k | 2012 | 2011 |
| Software and licenses | 5,257 | 5,587 |
| Maintenance (software service contracts) | 4,499 | 4,093 |
| Services (consulting and training) | 336 | 383 |
| Hardware | 21 | 38 |
| 10,113 | 10,101 |
In the period under review, expenditures on research and development came to € 3,995 k (prev. year: € 4,498 k). In accordance with IAS 38, development expenses of € 1,908 k (prev. year: € 1,819 k) were capitalized, of which € 140 k (prev. year: € 0 k) were accounted for by third‐party services.
The average headcount was 147 (prev. year: 192). This is equivalent to an average of 120 full‐time positions (prev. year: 150). Of the 147 employees, 23 (prev. year: 27) are accounted for by the proportionately consolidated company MeVis BreastCare GmbH & Co. KG. The average figures include 30 testers (as a rule, students employed on a negligible part‐time basis) at the Group level (prev. year: 52).
| Jan. 1 - Sept. 30, | Jan. 1 - Sept. 30, | |
|---|---|---|
| FIGURES IN € k | 2012 | 2011 |
| Rental/leasing expense | 421 | 422 |
| Legal and consulting costs | 201 | 335 |
| Travel expense | 115 | 119 |
| Maintenance/repairs | 112 | 137 |
| Cost of preparing and auditing financial statements | 100 | 136 |
| Energy costs | 65 | 96 |
| Supervisory Board remuneration | 51 | 59 |
| Insurances | 45 | 17 |
| Accounting costs | 42 | 80 |
| Advertising costs | 40 | 47 |
| External work | 36 | 51 |
| Stationery | 34 | 70 |
| Cleaning Expense | 33 | 35 |
| Internet Expense | 29 | 34 |
| Membership subscriptions | 29 | 23 |
| Others | 240 | 322 |
| 1,593 | 1,983 |
| Jan. 1 - Sept. 30, | Jan. 1 - Sept. 30, | |
|---|---|---|
| FIGURES IN € k | 2012 | 2011 |
| Amortization of industrial property rights and | ||
| similar rights and customer bases | 818 | 775 |
| Amortization of capitalized development costs | 1,184 | 1,556 |
| Depreciation of property, plant and equipment | 361 | 337 |
| 2,363 | 2,668 |
The MeVis Group's net financial result as at September 30, 2012 amounted to € 65 k (prev. year: € ‐438 k). This comprises interest income from the investment of cash and cash equivalents of € 49 k (prev. year: € 179 k), interest expense of € 171 k (prev. year: € 388 k), the other financial result of € 22 k (prev. year: € ‐112 k) and the result derived from associates, amounting to € 165 k (prev. year: € ‐117 k). The other financial result primarily comprises the revaluation of derivative financial instruments of € 88 k (prev. year: € 78 k).
Income tax expenses were mainly the result of MBS KG's trade tax, a provision related to tax payments from previous years as well as deferred tax assets and liabilities resulting from the differences between amounts included in the IFRS financial statements (for income and expenditure and assets and liabilities) and those included in the tax assessment.
Financial assets concern the equity interest of roughly 41 %, valued in accordance with the equity method, in Medis Holding B.V., Leiden (Netherlands), which was acquired in the first half of 2010.
| FIGURES IN € k | Sept. 30, 2012 | Dec. 31, 2011 |
|---|---|---|
| Securities | 820 | 1,430 |
| Other receivables | 172 | 5 |
| Eligible expenses | 120 | 207 |
| Deferred interest | 33 | 64 |
| Loans granted and receivables | 27 | 22 |
| Derivatives | 19 | 8 |
| Other | 1 | 4 |
| 1,192 | 1,740 |
The derivatives are fixed‐interest corporate and government bonds.
In connection with the acquisition of the 49 % interest in MBS KG from Siemens AG and the subsequent full consolidation of MBS KG, the assets and liabilities of MBS KG were completely remeasured. Where these increases were attributable to the 51 % interest in MBS KG already held by the Group, the difference was recognized within the revaluation reserve. Amounts equaling the depreciation expense recognized on these assets are reclassified as retained earnings on a proportionate basis.
| FIGURES IN € k | |
|---|---|
| Status as at Dec. 31, 2010 | 1,276 |
| ‐ Transfer of the amount corresponding to write‐downs and the associated deferred taxes to | |
| retained earnings, without an impact on profit and loss | ‐188 |
| Status as at Sept. 30, 2011 | 1,088 |
| Status as at Dec. 31, 2011 | 1,024 |
| ‐ Transfer of the amount corresponding to write‐downs and the associated deferred taxes to | |
| retained earnings, without an impact on profit and loss | ‐203 |
| Status as of Sept. 30, 2012 | 821 |
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.
Therefore a total of 97,553 treasury shares were held as of September 30, 2012. This corresponds to 5.36 % of the current share capital.
| FIGURES IN € k | Sept. 30, 2012 | Dec. 31, 2011 |
|---|---|---|
| Liability from 49 % acquisition of MBS KG | 838 | 815 |
| Leasing liabilities | 22 | 60 |
| Other non‐current financial liabilities | 860 | 875 |
| FIGURES IN € k | Sept. 30, 2012 | Dec. 31, 2011 |
|---|---|---|
| Liability from 49 % acquisition of MBS KG | 3,001 | 2,913 |
| Staff liabilities | 562 | 591 |
| Leasing liabilities | 50 | 48 |
| Derivative financial instruments | 3 | 80 |
| Miscellaneous other financial liabilities | 7 | 202 |
| Other current financial liabilities | 3,623 | 3,834 |
With reference to business transacted with related parties, there have been no material changes since December 31, 2011.
In comparison with the contingent receivables and contingent liabilities presented in the consolidated financial statements for the 2011 financial year, 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 dilutionary effect are converted or exercised.
As the criteria for exercising the options had not been satisfied as of the balance sheet date, it can be assumed that no options had been exercised by the employees and that no shares had been awarded to entitled members of the Executive Board. Accordingly, they are not included in the calculation of earnings per share, which means that diluted earnings per share are identical to basic 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, 2012 | Sept. 30, 2011 | |
|---|---|---|
| Consolidated net result for the period in € k | 472 | ‐923 |
| Weighted average of the number of no‐par‐value shares outstanding during the period under review |
1,722,447 | 1,720,257 |
| Basic earnings per share in € | 0.27 | ‐0.54 |
| Diluted earnings per share in € | 0.27 | ‐0.54 |
The activities of the MeVis Group are classified into the reportable segments of Digital Mammography and Other Diagnostics. The management of each of these segments reports directly to the Executive Board of MMS AG in its function as the responsible corporate entity.
Segment earnings and the result of operating activities remain the key benchmarks for assessing and controlling the earnings position of a particular segment. As a rule, the result of operating activities corresponds to earnings before interest and taxes (EBIT).
| Digital Mammography |
Other Diagnostics | Other/Consolidation and reconciliation |
MeVis Group | |||||
|---|---|---|---|---|---|---|---|---|
| Jan. 1 - Sept. 30 | Jan. 1 - Sept. 30 | Jan. 1 - Sept. 30 | Jan. 1 - Sept. 30 | |||||
| FIGURES IN € k | 2012 | 2011 | 2012 | 2011 | 2012 | 2011 | 2012 | 2011 |
| External revenues | 7,694 | 7,776 | 2,419 | 2,325 | 0 | 0 | 10,113 | 10,101 |
| Intersegment revenues | 0 | 0 | 0 | 48 | 0 | ‐48 | 0 | 0 |
| Revenues | 7,694 | 7,776 | 2,419 | 2,373 | 0 | ‐48 | 10,113 | 10,101 |
| Grants | 0 | 0 | 98 | 318 | 0 | 0 | 98 | 318 |
| Total segment revenues | 7,694 | 7,776 | 2,517 | 2,691 | 0 | ‐48 | 10,211 | 10,419 |
| Capitalization of development | ||||||||
| expenses | 1,908 | 1,119 | 0 | 700 | 0 | 0 | 1,908 | 1,818 |
| Depreciation and amortization | ‐1,642 | ‐1,632 | ‐721 | ‐1,036 | 0 | 0 | ‐2,363 | ‐2,668 |
| Operating expenses | ‐2,577 | ‐2,589 | ‐4,163 | ‐4,916 | 146 | 321 | ‐6,594 | ‐7,184 |
| Result of operating activities | 5,383 | 4,674 | ‐2,367 | ‐2,561 | 146 | 273 | 3,162 | 2,386 |
| Other operating income | 188 | 175 | 1,329 | 4,289 | ‐1,135 | ‐4,203 | 382 | 261 |
| Other operating expenses | ‐1,420 | ‐796 | ‐1,254 | ‐1,652 | 1,081 | 465 | ‐1,593 | ‐1,983 |
| Result of operating activities | 4,151 | 4,053 | ‐2,292 | 76 | 92 | ‐3,465 | 1,951 | 664 |
No transactions of material relevance to the MeVis Group have arisen since the balance sheet date.
Bremen, November 12, 2012
Marcus Kirchhoff Dr. Robert Hannemann Chairman & CEO Member of the Executive Board
Responsibility statement required by section 37y no. 1 of the Wertpapierhandelsgesetz (WpHG – German Securities Trading Act) in conjunction with sections 297(2) sentence 4 and 315(1) sentence 6 of the Handelsgesetzbuch (HGB – German Commercial Code) for the consolidated financial statements and the group management report:
"To the best of our knowledge, and in accordance with the applicable reporting principles, the consolidated financial statements give a true and fair view of the assets, liabilities, financial position and profit or loss of the group, and the group management report includes a fair review of the development and performance of the business and the position of the group, together with a description of the principal opportunities and risks associated with the expected development of the group."
Bremen, November 12, 2012
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 electronic Bundesanzeiger for technical reasons (e.g. conversion of electronic formats). In the case of any doubt, the version submitted to the electronic 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 on the Internet at http://www.mevis.de/mms/en/Financial_Reports.html.
| Date | Event |
|---|---|
| May 30, 2012 | Interim report for Q1 2012 |
| June 12, 2012 | Annual general meeting, Bremen |
| August 27, 2012 | Interim report for H1 2012 |
| November 12, 2012 November 12 through |
Interim report for Q3 2012 |
| November 14, 2012 | German Equity Forum, Frankfurt am Main |
Phone +49 421 22495 0 Fax +49 421 22495 11 [email protected]
MeVis Medical Solutions AG Universitaetsallee 29 28359 Bremen Germany Phone +49 421 22495 0 Fax +49 421 22495 11 [email protected] www.mevis.de
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