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DocCheck AG Interim / Quarterly Report 2003

May 15, 2003

4574_10-q_2003-05-15_4308c2aa-b79a-419c-89bb-a20b341c5bf2.pdf

Interim / Quarterly Report

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01/01/2003
– 03/31/2003
01/01/2002
– 03/31/2002
Change
expressed as
a percentage
Sales 3,634,981 3,207,895 13.3%
of which sales Communication 2,306,011 2,159,995 6.8%
®, Commerce & Logistic
of which DocCheck
1,326,813 996,363 33.2%
Overall performance 3,646,576 3,185,531 14.5%
EBITDA 253,371 225,382 12.4%
EBIT 92,263 47,029 96.2%
Group annual surplus 144,495 177,293 –18.5%
Annual surplus per share 0.02 0.03 –33.3%
Liquidity 30,529,857 28,844,634 5.8%
Number of employees as at 03/31/2003 112 107 4.7%

Indicators of antwerpes ag

Indicators Contents

Introduction & Outlook 04

1 Management Report 06

  • 1.1 Group 06
  • 1.2 antwerpes & partner 08
  • 1.3 DocCheck ®, Commerce & Logistic 09
  • 1.4 Employees 10

2 Balance Sheet 12

  • 3 Profit and Loss Account 16
  • 4 Statement of Sources and Application of Funds 18
  • 5 Divisional Reporting 21
  • 6 Statement of Changes in Equity Capital 22
  • 7 Shareholder Structure and Notifiable Securities Transactions 24
  • 8 Financial Calendar 2003 26

Introduction & Outlook

To the Shareholders and Friends of antwerpes ag,

Dear Sirs,

The financial year 2002 turned out to be better than was first expected for antwerpes ag and during the year the operational earning capacity could clearly be stepped up. At the final count, the holding company retained a profit of 17.5 cent for the financial year 2002. Therefore the Supervisory Board and Board of Directors of antwerpes ag will propose to the Annual General Meeting in June that a dividend of 10 cent should be paid out – a first amongst the internet agencies listed on the stock exchange!

Alongside the positive announcements, the difficult economic environment continues to exist. The last quarter of 2002 did in fact show signs of a slight upward trend. The first quarter of 2003 has however not yet produced the turnaround as hoped and the situation as regards orders is subject to heavy fluctuations.

The medianauts passed the time but not by waiting around. As a result, they were able to carry on acquiring budgets in the first quarter: The Swiss branch was able to formulate and implement a campaign for the product launch of a new-style neuroleptic drug for Janssen-Cilag. The Cologne medianauts got a six-digit budget from Bayer Corporation and are now developing a world-wide communications concept for Bayer's blood sugar measuring instruments. Golden days as well when it comes to winning awards: With their campaigns for Novartis animal health and for Janssen-Cilag, the medianauts won a gold when it came to the Comprix Award. The Berlin branch expanded its traditional activities and now over 200,000 users surf with DocCheck ®. Not a bad result!

The medianauts were able to increase sales to 3.6 million euro in the 1st quarter of the financial year 2003, compared to 3.2 million euro for the same period in the previous year. This corresponds to a growth in sales of 13 per cent. Profit before interest and taxes (EBIT) amounts to 0.09 million euro (previous year: 0.05 million euro) and profit per share totals 2 cent (3 cent). Funds to hand at the end of the 1st quarter have, due to seasonal influences, dropped slightly by 0.3 million euro to 30.5 million euro, when compared to the end of the 4th quarter in 2002. The stake in liquid assets is 5.17 euro per share.

Sales for the Division "Communication" (antwerpes & partner) went up slightly from 2.2 million euro to 2.3 million euro which represents an increase of 6.8 per cent, sales for the Divisions "DocCheck ®, Commerce & Logistic and Others" went up from 1.0 million euro to 1.3 million euro which represents an increase of 26.8 per cent.

In the first quarter of this year, unlike the major indices, the antwerpes share remained above the rock-bottom level of October 2002 and closed at 4.30 euro on 31.03.2003. At 4 euro a share, it also held its ground during the 1st quarter. antwerpes took part in the slight recovery of the share markets in April and at the end of April the antwerpes share was quoted as being just under 5 euro. Therefore, in terms of valuation, the gap has closed a little as far as our cash position of 5.17 euro/share is concerned.

Not to be forgotten: on 24 March the new indexation system started with the General Standard and the Prime Standard. From now on, antwerpes ag is quoted in Technology All-Share (Industry Group "Internet", Technology Branch "Software"). In Prime Standard, the highest standards apply in term of transparency. antwerpes ag already conformed with these standards at the start of the floatation in April 2000.

The Board of Directors

04

antwerpes Aktiengesellschaft antwerpes ag
Subsidiaries
antwerpes & partner Aktiengesellschaft antwerpes & partner ag
DocCheck® Medical Services Gesellschaft mit beschränkter Haftung DocCheck® GmbH
DocCheck® Medical Services Limited DocCheck® Ltd.
antwerpes romania Societate comerciala cu raspundere limitata antwerpes romania
antwerpes.korte consulting Gesellschaft mit beschränkter Haftung antwerpes.korte GmbH
Albert Geisselmann Medizinbedarf Gesellschaft mit beschränkter Haftung Geisselmann GmbH
medicalpicture Gesellschaft mit beschränkter Haftung medicalpicture GmbH

1 Management Report

1.1 Group

antwerpes ag acts as a leading holding company and has its head office in Cologne. The service and consultancy business is operated by the subsidiaries. The following explanatory notes therefore relate to both the company and the Group.

The position as regards the order book At Group level, turnover increased during the first three months by 13 per cent, going from 3.2 million euro to 3.6 million euro, when compared to the same period in the previous year. At the end of the 1st quarter, orders amounted to 2 million euro.

The antwerpes Group (hereinafter referred to as "antwerpes" or "Group") comprises

Market and competitive environment The economic situation in Germany continued to be weak in the 1st quarter of 2003. Cost pressure within the company resulted in a cutback in the marketing budget and

therefore led to a drop in sales as far as some customers were concerned.

In the first quarter antwerpes did not make any significant investments. Research and development expenses have not changed when compared to the last quarter.

1.2 Communication

antwerpes & partner ag is responsible for the Division Classical and Digital Communication within the antwerpes Group. The Division Communication was able to increase its turnover by 6.8 per cent when compared to the same quarter in the previous year and it rose from 2.2 million euro to 2.3 million euro.

The segment DocCheck®, Commerce & Logistic, in which the activities of DocCheck® GmbH, Geisselmann GmbH and medicalpicture GmbH are consolidated, was able to increase turnover from 1.0 million euro to 1.3 million euro when compared to the previous year.

1.4 Employees

As at 03/31/2003 the number of employees totalled 112. They achieved a turnover of 32,000 euro per person in the 1st quarter.

* permanent full-time employees only

Short-term liabilities
Short-term loans and short-term participations
Special items for investment grants
Equity
Explanatory Notes 01/01/2003
– 03/31/2003
01/01/2002
– 12/31/2002
Short-term liabilities
Short-term loans and short-term participations
in long-term loans
16,338 17,204
Trade creditors 359,789 368,815
Payments received on account 239,053 430,398
Provisions for liabilities and charges 5 747,434 729,231
Income tax liabilities 316,318 280,009
Deferred income and other short-term liabilities 6 704,013 1,009,283
Amounts owed to group undertakings 3,613 29,148
Total short-term liabilities 2,386,558 2,864,088
Deferred taxes 64,000 66,200
Minority shareholdings 255,176 238,925
Special items for investment grants
in respect of fixed assets
22,524 23,673
Equity
Subscribed capital 5,904,312 5,904,312
Capital reserve 28,179,620 28,179,620
Unappropriated profit/accumulated deficit 2,443,137 2,298,642
Revenue reserves 72,686 72,686
Contra items for capital –3,245,570 –3,245,570
Own shares –7,706 –7,706
Total equity (less minority shareholdings) 33,346,478 33,201,984
Total equity and liabilities 36,074,737 36,394,870

2 Group Balance Sheet according to IAS

Assets

Equity and liabilities

Short-term assets Explanatory Notes 01/01/2003
– 03/31/2003
01/01/2002
–12/31/2002
Liquid funds 1 20,563,857 20,841,420
Short-term investments 2 9,966,000 9,979,500
Trade debtors 2,101,124 2,092,910
Amounts owed by group undertakings 43,245 42,132
Stocks 271,882 224,130
Prepaid expenses and deferred charges and
other short-term assets
50,535 67,680
Total short-term assets 32,996,643 33,247,772
Tangible fixed assets 1,657,868 1,731,140
Intangible fixed assets 250,108 278,035
Long-term investments 172,456 178,391
Goodwill 3 592,393 608,508
Other assets 4 405,268 351,024
Total Assets 36,074,737 36,394,870

1. During the 1st quarter of 2003, liquid funds were invested for the most part as time deposits with variable terms.

2. Short-term investments are made up of a fixed-interest-bearing public bond as well as a floating rate note.

3. Shares in the fully consolidated subsidiaries were set off, pro rata to their holding, against the capital of the companies at the time of the initial consolidation. This resulted in the following goodwill:

4. Other assets largely comprise deferred interest.

5. Other provisions consist of as yet unused provisions for the year 2002. Secondly, further transfers were made in particular to holiday provisions and provisions for end-of-year accounting and audit costs for 2003. As they stand now, these provisions ensure that there is a realistic deferment of expenditure for the current financial year.

6. Other liabilities are mainly made up of tax liabilities (sales tax, income and church tax), contributions relating to salaries and wages and doctors' fees which are still to be paid.

Goodwill

Company Goodwill at the time of
initial consolidation
Book value goodwill as at 03/31/2003
Economic life
in years
DocCheck Medical Services GmbH 29,340 19,438 10
antwerpes.korte consulting GmbH 74,474 63,304 15
medicalpicture GmbH 92,452 86,289 15
Albert Geisselmann Medizinbedarf GmbH 755,956 423,363 15
Total 952,222 592,394
Explanatory Notes 01/01/2003
–03/31/2003
01/01/2002
–03/31/2002
8. Income from participating interests 0 739
9. Operating result (EBIT) 92,263 47,029
for information: EBITDA 253,371 225,382
10. Interest and similar income 181,005 299,182
11. Interest and similar expenses 2,484 2,338
12. Result before tax (and minority shareholdings) 270,784 343,873
13. Personal income tax and tax on earnings 5 109,555 121,340
14. Other taxes 484
15. Result before minority shareholdings 160,745 222,533
16. Minority shareholdings 16,250 45,240
17. Group annual surplus 144,495 177,293
Net earnings per share in accordance with IAS 33 (undiluted) 6 0.02 0.03
Net earnings per share in accordance with IAS 33 (diluted) 0.02 0.03
Average shares currently in circulation (undiluted) 5,902,812 5,904,312
Average shares currently in circulation (diluted) 5,902,812 5,904,312
Net earnings per share in accordance with IAS 33 (undiluted)
let earnings per share in accordance with IAS 33 (diluted)
Average shares currently in circulation (undiluted)
Average shares currently in circulation (diluted)
Explanatory Notes 01/01/2003
–03/31/2003
01/01/2002
–03/31/2002
1. Sales (net) 1 3,634,981 3,207,895
2. Other operating income 2 33,459 16,473
3. Differences between opening and closing stocks
of finished and unfinished goods
11,595 –22,364
4. Cost of materials
a) Cost of raw materials and supplies and
goods purchased for resale
996,904 641,644
b) Cost of external services 396,491 355,855
1,393,395 997,499
5. Staff costs
a) Wages and salaries 1,233,805 1,275,471
b) Social security contributions 227,424 203,515
3 1,461,229 1,478,986
6. Amortisation of intangible fixed assets and
depreciation of tangible fixed assets
161,108 178,353
7. Other operating expenses 4 572,040 500,876

3 Profit and Loss Account

Profit and Loss Account

Profit and Loss Account

16

17

1. Net sales are showing an increase of 13 per cent to 3,635,000 euro when compared to the first three months of the previous year. Receivables on outstanding trade accounts amounted to 423,000 euro. In addition, according to IAS 11 in conjunction with IAS 18, turnover includes order projects estimated as being 119,000 euro in accordance with the Percentage of Completion Method.

2. The increase in other operating results is mainly due to revenue from rents.

3. Despite a slight growth in the number of employees, staff costs could be decreased slightly.

4. The increase in other operating expenses is due to increased marketing and trade fair costs.

5. Taxes on personal income and earnings mainly contain deferred taxes on valuation differences from IAS entries which are to be shown on the liabilities side in accordance with IAS 12 as well as capital gains taxes.

6. The profit per share for the first three months of 2003 was, in accordance with IAS 33, 2 cent.

Explanatory Notes 01/01/2003
–03/31/2003
01/01/2002
–03/31/2002
– Outgoings for investments in tangible and intangible fixed assets –38,012 –128,722
+/– Increase/decrease in special items ensuing from investment grants –1,149 0
Cash flow from investment activities –39,161 –128,722
+/– Repayment of loans –866 0
Cash flow from financing activities –866 0
Change in funds to hand which affects payment –291,063 138,685
+ Funds to hand at the start of the period 30,820,920 28,705,949
Funds to hand at the end of the period
Composition of the funds to hand
30,529,857 28,844,634
Cash and cash equivalent 20,563,857 28,844,634
Securities 9,966,000 0
Explanatory Notes 01/01/2003
–03/31/2003
01/01/2002
–03/31/2002
Surplus for the period before extraordinary profit 144,495 222,534
+ Amortisation of intangible fixed assets and
depreciation of tangible fixed assets
161,108 178,353
+ Losses from the disposal of fixed assets 153 0
+/– Increase/decrease in provisions 54,512 90,386
–/+ Increase/decrease in trade debtors 1 –9,328 444,701
–/+ Increase/decrease in other assets –54,244 –19,734
–/+ Increase/decrease in stocks –47,751 24,611
–/+ Increase/decrease in prepaid expenses and deferred charges 17,144 –96,217
+/– Increase/decrease in deferred income 9,179 0
–/+ Decrease/increase in deferred taxes on the liabilities side –2,200 23,111
+/– Increase/decrease in trade creditors and other liabilities 2 –524,104 –600,338
Cash flow from current business activities –251,036 267,407

Statement of Sources and Application of Funds

Statement of Sources and Application of Funds

4 Statement of Sources and Application of Funds

Communication
DocCheck,
Commerce &
Logistic
Holding/
Other
Total
Net sales for the Divisions 2,306,011 1,277,366 51,604 3,634,981
Intra-Group sales 0 393,475 715,958 1,109,433
EBIT 127,836 –45,617 10,044 92,263
Result before tax on earnings 154,453 –44,586 160,917 270,784
Total assets 6,894,399 2,160,431 27,019,907 36,074,737
Employees 77 23 12 112

5 Divisional Reporting

Total assets include the fixed assets, the current assets and the prepaid expenses and deferred charges.

The segment Communication comprises antwerpes & partner ag, Cologne with its business premises in Berlin and in Basle, Switzerland. DocCheck® GmbH, Geisselmann GmbH and medicalpicture GmbH together form the Division DocCheck®, Commerce & Logistic. The Holding/Other segment incorporates the whole of the administrative and service Division of antwerpes ag, as well as antwerpes.korte consulting GmbH. Since the activities of these two companies are currently located in the same area, a geographical segmentation was waived. Supplies and services within the Group were valued at purchase price plus a mark-up and cost sharing within the Group was valued at purchase price plus interest.

Divisional Reporting as at 03/31/2003

1. The constant improvement in credit management is the reason for the slight drop in trade debtors when compared to the same period in the previous year.

2. The decrease in trade creditors and other liabilities is mainly due to the deferment of payment deadlines for taxes and fiscal charges as well as to the release of payments received on account.

Following the hefty increase of 1.4 million euro in funds to hand in the 4th quarter of 2002, funds to hand have, due to seasonal influences, dropped by 0.3 million euro in the 1st quarter of 2003 and now amount to 30.5 million euro.

Subscribed
capital
Capital
reserve
Statutory
reserve
Reserve
according to
articles of
association
Other
revenue
reserves
Balance
Sheet profit
Contra items
for capital
Own
shares
Total
Balance as at 12/31/2000 5,904,312 28,179,620 18,287 0 32,448 318,411 –3,245,570 0 31,207,508
Annual result as at 12/31/2001 0 0 20,966 985 0 1,268,397 0 0 1,290,348
Balance as at 12/31/2001 5,904,312 28,179,620 39,253 985 32,448 1,586,808 –3,245,570 0 32,497,856
Acquisition of own shares –7,706 –7,706
Annual surplus as at 12/31/2002 711,834 711,834
Balance as at 12/31/2002 5,904,312 28,179,620 39,253 985 32,448 2,298,642 –3,245,570 –7,706 33,201,984
Annual surplus as at 03/31/2003 144,495 144,495
Balance as at 03/31/2003 5,904,312 28,179,620 39,253 985 32,448 2,443,137 –3,245,570 –7,706 33,346,478

Statement of Equity Capital in accordance with IAS 1 Tz. 86-89

6 Statement of Changes in Equity Capital

Stock options position as at 03/31/2003: 104,000
of which to the management board 57,750
of which to employees 46,250
of which with a waiting period until the first implementation on 05/31/2004 8,000
of which with a waiting period until the first implementation on 05/31/2005 6,000
of which with a waiting period until the first implementation on 05/31/2006 3,000
of which with a waiting period until the first implementation on 05/31/2007 3,000

7 Shareholder Structure and Notifiable Securities Transactions

The administrative bodies of antwerpes ag and its subsidiaries did not carry out any notifiable securities transactions in the 1st quarter of 2003.

The shareholder structure of antwerpes ag consists of the following as at quarter-end:

Stock Options In accordance with the AGM's resolution dated 16 May 2001, the company grants certain employees, through the conclusion of an options contract, subscription rights so that they can purchase antwerpes ag shares. According to the position of the employee, the company offers certain employees contracts covering the granting of share options (options contract). On 31 March 2003, 104,000 (previous year: 88,000) stock options were issued.

Exercising a subscription right depends on whether the following profit targets were achieved:

  • The market price of the antwerpes ag share has performed better than the Nemax All Share Index.
  • The current market price of the share must be higher than the comparative market price and the compa ritive market price of the share is

– for subscription rights granted up to five days before the IPO, the initial public offering (IPO) price as determined in the book-building process for the antwerpes ag share for the purposes of the IPO

– for one or two subscription rights granted during an acquisition period, the average of the Xetra closing prices for the 20 trading days before the first day of the respective acquisition period.

Shareholder expressed as
a percentage
number of shares
Dr. Frank Antwerpes, CEO 47.24 2,789,297
Jan Antwerpes, CFO 15.92 939,730
Dr. Johannes Kersten, antwerpes & partner Supervisory Board 7.83 462,031
Invesco Kapitalanlagegesellschaft mbH 5.31 313,514
Freefloat (according to Dt. Börse AG) 23.71 1,399,740
50% of the shares of immediate relatives was allocated to Messrs. Antwerpes.
In addition, the shares of Dr. Frank Antwerpes' wife were included.
Hermann Korte, Board Member 1.29 76,038
Roland Ortloff, Managing Director of Geisselmann 0.75 44,312
Michael Thiess, Chairman of the Supervisory Board 0.00 100
Dr. Joachim Pietzko, Member of the Supervisory Board 0.01 866
Winfried Leimeister, Member of the Supervisory Board 0.00 0
antwerpes ag 0.03 1,500

Shareholders' structure as at 05/31/ in accordance with §41 WpHG 2003

Composition of the stock options as at 03/31/2003

Dividend The Board of Directors and the Supervisory Board will propose to the AGM on 4 June 2003 that a dividend of 0.10 euro per share should be paid out.

8 Financial Calendar

Investor Relations

antwerpes ag Tanja Mumme Vogelsanger Str. 66 50823 Köln

fon: +49(0) 2 21-9 20 53-139 fax: +49(0) 2 21-9 20 53-133 eMail: [email protected] Home: www.antwerpes.de www.antwerpes.com