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DocCheck AG Interim / Quarterly Report 2005

Nov 30, 2005

4574_10-q_2005-11-30_817b10ee-0166-4769-80b1-fc78b9642b81.pdf

Interim / Quarterly Report

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Contents

Indicators 5
Introduction & Prospects 6
1 Management Report
DocCheck®
Group
7
DocCheck®
, Commerce & Logistic Division
7
Communication Division 9
Orders on Hand 10
DocCheck®
Group 2005 Forecast
10
2 Balance Sheet 11
3 Group Profi t and Loss Account 17
4 Statement of Sources and Application of Funds 21
5 Divisional Reporting 24
6 Statement of Changes in Equity Capital 25
7 Shareholder Structure and Notifi able Securities Transactions 28
8 Stock Options 31
9 Financial Calendar 2005 34

Indicators of DocCheck® AG

Nine-Month Report 01.01.2005-
30.09.2005
01.01.2004-
30.09.2004
Change
%
Sales 7,956,123 7,783,983 2
of which Communication sales 3,816,210 4,648,492 - 18
of which DocCheck, Commerce & Logistic 4,139,913 3,134,797 32
Overall performance 8,019,738 7,786,208 3
EBITDA 523,460 474,960 10
EBIT 256,960 194,805 32
Group annual surplus 393,336 359,446* 9
Annual surplus per share 0.07 0.06* 10
Liquid assets/securities 15,748,289 30,001,484 -48
Number of employees as at 30.09.2005 78 65 20
Quarterly Report 01.07.2005-
30.09.2005
01.07.2004-
30.09.2004
Change
%
Sales 2,450,801 2,589,074 - 5
of which Communication sales 1,378,589 1,427,219 - 3
of which DocCheck, Commerce & Logistic 1,072,212 1,161,855 - 8
Overall performance 2,499,809 2,521,631 - 1
EBITDA 224,051 187,525 19
EBIT 137,552 102,353 34
Group annual surplus 174,199 84,584* > 100
Annual surplus per share 0.03 0.01* > 100
Liquid assets/securities 15,748,289 30,001,484 -48
Number of employees as at 30.09.2005 78 65 20

* retrospective adjustment in accordance with IAS 12.61 in conjunction with IAS 34.43 and IAS 8.41 and following as at 30.06.2005

Dear Shareholders,

In the fi rst nine months, with sales totalling 8.0 million euro and an EBIT of 0.3 million euro, we have slightly outperformed the fi gures of the previous year. Whilst growth in terms of sales and results appears to be somewhat restrained overall, there are marked differences between the Divisions: Despite a let-up in the 3rd quarter, sales for the DocCheck® , Commerce & Logistic Division increased rapidly by 32 per cent, taking them to 4.1 million euro. With sales totalling 3.8 million euro, the Communication Division is still showing a minus of 18 per cent when compared to the previous year's ninemonth period. However, in the 3rd quarter it maintained the level of the previous year's quarter and therefore bottomed out.

We are optimistic for the fi nancial year 2005 and are expecting sales in the region of 10.7 - 10.9 million euro and an EBIT of 0.4 - 0.5 million euro. As the DocCheck® share has not on the whole enjoyed the sound trend of the German share market and even slid below the four euro mark, we will be trying to convince analysts and investors at the equity capital forum in Frankfurt /Main from 21.11 - 23.11.2005 that the DocCheck® share offers considerable prospects for every securities portfolio. As, with a market capitalisation of just over 20 million euro and cash in hand totalling 16 million euro, the enterprise value is at present 5 - 6 million euro for the largest European portal for healthcare professionals.

The Board of Directors

1 Management Report

DocCheck® Group

At Group level, sales dropped by fi ve per cent in the 3rd quarter when compared to the same period in the previous year, going down to 2.5 million euro. There was an increase of two per cent for the fi rst nine months when compared to the same period in the previous year, taking sales up to 8.0 million euro. Earnings before interest and taxes (EBIT) increased disproportionately by 32 per cent, rising from 194,000 euro to 256,000 euro.

DocCheck® , Commerce & Logistic Division

With 1.1 million euro sales, the fi gure for the DocCheck® , Commerce & Logistic Division remained eight per cent below the previous year's level of 1.2 million euro. This is due in particular to seasonal infl uences affecting the trade of the subsidiary DocCheck® Medizinbedarf und Logistik. Recurring orders for one customer from the pharmaceutical industry, which are signifi cant in terms of volume, only occur in the 1st, 2nd and 4th quarters so the resultant sales are absent in the 3rd quarter. In addition the actual trade of DocCheck® Medizinbedarf und Logistik GmbH was somewhat weaker in the summer months when compared to the previous year. However this Division maintained a growth rate of 32 per cent, taking sales from 3.1 million euro to 4.1 million euro.

DocCheck® , Commerce & Logistic Sales Trend

8

Communication Division

Following the fi rst six months which turned out to be weaker than in the previous year, the Communication Division was able to maintain the level of the previous year's quarter in the 3rd quarter of 2005 and achieved sales totalling 1.4 million euro. Sales in this Division for the fi rst nine months totalled 3.8 million euro and so were 18 per cent below the previous year's level. With an EBIT of 0.5 million euro, this Division generated a pre-tax margin of 12 %.

Communication

Orders on Hand

Orders on hand have slightly increased when compared to the end of the 2nd quarter and totalled 2.2 million euro as at 30.09.2005.

DocCheck® Group 2005 Forecast

Due to a healthy number of incoming orders and year-end seasonal effects, DocCheck® AG is expecting sales to be in the region of 2.7 - 2.9 million euro for the 4th quarter. Therefore, for the whole of 2005, sales are expected to be in the region of 10.7 - 10.9 million euro and an EBIT of 0.4 - 0.5 million euro is anticipated.

Group Balance Sheet in accordance with IFRS

Assets 01.01.2005-
30.09.2005
01.01.2004-
31.12.2004
Short-term assets
Liquid funds 728,674 15,935,311
Current-asset securities 15,019,615 15,269,930
Trade debtors 1,417,590 1,115,159
Amounts owed by Group undertakings 41,128 43,599
Stocks 495,138 265,745
Accruals and deferrals 26,096 48,775
Total short-term assets 17,728,241 32,678,519
Tangible fi xed assets 1,202,226 1,291,467
Intangible fi xed assets 131,139 135,522
Participating interests 57,729 57,729
Goodwill 697,617 705,989
Other assets 828,049 961,514
Deferred taxes 5,998 7,715
Total assets 20,650,999 35,838,456

Group Balance Sheet in accordance with IFRS

Equity and liabilities 01.01.2005-
30.09.2005
01.01.2004-
31.12.2004
Short-term liabilities
Short-term loans and short-term share in long-term loans 5,470 10,339
Trade creditors 145,221 272,925
Payments received on account 266,834 343,243
Other provisions for liabilities and charges 478,470 611,054
Deferred tax provisions 111,065 99,296
Deferred income and other short-term liabilities 785,289 15,316,532
Amounts owed to Group undertakings 33,905 15,693
Total short-term liabilities 1,826,253 16,669,082
Deferred taxes 145,160 83,200
Capital and reserves
Subscribed capital 5,904,312 5,904,312
Capital reserve 13,331,816 13,331,816
Unappropriated profi t/accumulated defi cit 2,629,491 2,705,704*
Revenue reserves 71,700 71,700
Adjusted items for capital - 3,245,570 - 3,245,570
Special revaluation reserve 115,053 88,567*
Own shares - 342,332 0
Minority shareholdings 215,116 229,645
Total capital and reserves 18,679,586 19,086,175
Total equity and liabilities 20,650,999 35,838,456

* retrospective adjustment in accordance with IAS 12.61 in conjunction with IAS 34.43 and IAS 8.41 and following as at 30.06.2005

2 Balance Sheet

The quarterly fi nancial statement as at 30.09.2005 has been prepared on the basis of the International Financial Reporting Standards ("IFRS") of the International Accounting Standards Board ("IASB"), London, which were in force on the cut-off date as well as on the basis of the interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"), of the IASB, London.

The accounting standards revised by the IASB which are relevant for DocCheck® AG:

  • IAS 1.68 (o), (p) in conjunction with IAS 27.33: Statement on the shares of minority shareholders in the equity capital, distinct from the equity capital shares of the parent company's shareholders and
  • IAS 1.96 in conjunction with IAS 27.33: Breakdown of equity capital supplemented by the statement on minority shareholdings, which must be applied for fi nancial years as from 01.01.2005, were used for the fi rst time in the quarterly fi nancial statement dated 31 March 2005.

IAS 12.61 was used for the fi rst time in the half-yearly fi nancial statement to 30 June 2005 according to which deferred taxes are to be charged or credited directly to the equity capital if the tax relates to items which are credited or charged directly to the equity capital in the same or in a different period. Accordingly, on 30 September 2005, deferred taxes amounting to 18,000 euro on the liabilities side, which related to differences in the valuation of current-asset securities were, in accordance with the German Commercial

Code and IFRS, recorded in the equity capital with no effect on the operating result and were offset against the special revaluation reserve. The corresponding comparative fi gures for the same period in the previous year were, in accordance with IAS 34.43 in conjunction with IAS 8.41 and following, adjusted by the amount of deferred taxes on the liabilities side which related to valuation differences and which amounted to 40,000 euro. All other accounting and evaluation methods from the annual fi nancial statements as at 31 December 2004 were used with no changes made.

  • 1. During the 3rd quarter of 2005, liquid funds were invested for the most part as time deposits with variable terms.
  • 2. As at 30 September 2005, the current-asset security holdings consist of two mortgage bonds and two loans against promissory notes. The accumulated fair value changes were offset against the deferred taxes apportionable to them in accordance with IAS 12.61 and, in accordance with IAS 39, 115,000 euro were allocated within equity capital to a special revaluation reserve with no effect on the operating result. In the 3rd quarter of 2005 current-asset securities with a par value of 250,000 euro were sold. Within this context, valuation differences amounting to 1,000 euro, which to date had been shown in the equity capital with no effect on the operating result, were now recorded as affecting the current result.
  • 3. With the exception of DocCheck® TV GmbH (formerly editworks GmbH), whose shares were offset in accordance with the acquisition method pursuant to IFRS 3, the shares in the fully consolidated subsidiaries were offset, pro rata to their holding in accordance with the book value method, against the capital of the companies at the time of the initial consolidation. This resulted in the following goodwill:

Goodwill

Company Goodwill from
the initial
consolidation
Book value
as at
30.09.2005
Book value
as at
30.09.2004
DocCheck Medical Services GmbH 29,340 17,238 17,238
medicalpicture GmbH 92,452 81,666 81,666
DocCheck Medizinbedarf und
Logistik GmbH
755,956 401,991 401,991
medizinstudent.de GmbH 181,609 50,523 50,523
DocCheck TV GmbH * 154,572 146,200 153,114
1,213,929 697,617 704,532

* formerly editworks Gesellschaft für digitale Medien mbH

  • 4. Other assets largely comprise deferred interest and taxes.
  • 5. In other provisions, transfers essentially took place within provisions for holidays, bonuses and shares in profi ts. In addition, provisions were made for end-of-year accounting and audit costs. As they stand now, these provisions ensure that there is a realistic deferment of expenditure for the current fi nancial year.
  • 6. Other liabilities are mainly made up of tax liabilities (sales tax, income tax and church tax), contributions relating to salaries and wages and doctors' fees which are still to be paid.
  • 7. The adjusting item relates to own shares which DocCheck® AG acquired between April and the end of September 2005. The stock of own shares as at 30 September 2005 consists of 83,471 individual share certifi cates and represents in total 83,471 euro of the capital stock. As at 30.09.2005 the market value was 343,900.52 euro. In accordance with IAS 32.33, own shares in the balance sheet are to be shown at cost and as a deduction from equity capital.
  • 8. The special revaluation reserve as at 31 December 2004 was, in the course of the initial application of IAS 12.61 on 30.06.2005 and the adjustment of the comparative fi gures relating thereto in accordance with IAS 34.43 in conjunction with IAS 8.41 and following, adjusted by the deferred taxes on the liabilities side from the year 2004 which were apportionable thereto and which totalled 58,799 euro, taking it down from 147,366 euro to 88,567 euro. Accordingly, the adjustment was offset against the capital reserve with no effect on the operating result.
  • 9. The capital reserve as at 31 December 2004 was, by means of the offsetting of the special revaluation reserve against the corresponding deferred taxes on the liabilities side in accordance with IAS 12.61 in conjunction with IAS 34.43 and IAS 8.41 and following, adjusted by 58,799 euro, taking it up from 13,331,816 euro to 13,390,615 euro.

18

3 Group Profi t and Loss Account

Group Profit and Loss Account in accordance with IFRS 01.07.2005
- 30.09.2005
01.07.2004
- 30.09.2004
1. Sales (net) 2,450,801 2,589,074
2. Other operating income 29,770 32,805
3. Differences between opening and closing stocks of fi nished and
unfi nished goods
49,008 - 67,443
4. Cost of materials
a) Cost of raw materials and supplies and
purchased for resale
goods
579,971 623,483
b) Cost of external services 301,059 303,162
881,030 926,646
5. Staff costs
a) Wages and salaries
831,690 834,766
b) Social security contributions 153,582 146,264
985,272 981,030
6. Amortisation of intangible fi xed assets and depreciation of
tangible fi xed assets
86,499 85,173
7. Other operating expenses 439,226 463,414
8. Income from participating interests 0 4,178
9. Operating result (EBIT) 137,552 102,353
for information: EBITDA 224,051 187,525
10. Income from other securities and loans which form part of the
fi nancial assets
0 0
11. Interest and similar income 111,552 208,744
12. Write-downs on long-term investments and current-asset
securities
13,788 14,080
13. Interest and similar expenses 2,290 -740
14. Result before tax (and minority shareholdings) 233,026 297,756
15. Personal income tax and tax on earnings 76,991 226,342*
16. Other taxes 312 - 137
17. Result before minority shareholdings 155,723 71,551
18. Minority shareholdings -18,475 -13,033
19. Group annual surplus 174,199 84,584
Net earnings per share in accordance with IAS 33 (undiluted) 0.03 0.01
Net earnings per share in accordance with IAS 33 (diluted) 0.03 0.01
Average shares currently in circulation (undiluted) 5,842,163 5,904,312
Average shares currently in circulation (diluted) 5,852,163 5,914,312

* retrospective adjustment in accordance with IAS 12.61 in conjunction with IAS 34.43 and IAS 8.41 and following as at 30.06.2005

Group Profit and Loss Account in accordance with IFRS 01.01.2005
- 30.09.2005
01.01.2004
- 30.09.2004
1. Sales (net) 7,956,123 7,783,983
2. Other operating income 112,596 159,150
3. Differences between opening and closing stocks of fi nished and
unfi nished goods
63,615 2,225
4. Cost of materials
a) Cost of raw materials and supplies and
purchased for resale
goods
2,225,513 2,149,173
b) Cost of external services 920,554 679,717
3,146,067 2,828,890
5. Staff costs
a) Wages and salaries
2,547,414 2,600,900
b) Social security contributions 432,925 447,856
2,980,339 3,048,756
6. Amortisation of intangible fi xed assets and depreciation of
tangible fi xed assets
266,499 280,155
7. Other operating expenses 1,482,468 1,596,930
8. Income from participating interests 0 4,178
9. Operating result (EBIT) 256,960 194,805
for information: EBITDA 523,460 474,960
10. Income from other securities and loans which form part of the
fi nancial assets
0 288,096
11. Interest and similar income 416,346 368,179
12. Write-downs on long-term investments and current-asset
securities
41,490 57,089
13. Interest and similar expenses 6,022 9,226
14. Result before tax (and minority shareholdings) 625,795 784,765
15. Personal income tax and tax on earnings 250,721 430,966 *
16. Other taxes 1,604 2,607
17. Result before minority shareholdings 373,470 351,192
18. Minority shareholdings - 19,866 - 8,254
19. Group annual surplus 393,336 359,446
Net earnings per share in accordance with IAS 33 (undiluted) 0.07 0.06
Net earnings per share in accordance with IAS 33 (diluted) 0.07 0.06
Average shares currently in circulation (undiluted) 5,875,800 5,903,395
Average shares currently in circulation (diluted) 5,885,800 5,920,062

* retrospective adjustment in accordance with IAS 12.61 in conjunction with IAS 34.43 and IAS 8.41 and following as at 30.06.2005

Group Profi t and Loss Account Group Profi t and Loss Account

  • 1. Net sales showed an increase of two per cent, rising to 7,956,000 euro (previous year: 7,783,000 euro), when compared to the fi rst nine months of the previous year. Receivables from uninvoiced sales amounted to 151,000 euro (previous year: 509,000 euro). In addition, according to IAS 11 in conjunction with IAS 18, turnover includes order projects estimated as being 341,000 euro (previous year: 151,000 euro) in accordance with the Percentage of Completion Method. The net sales of DocCheck® TV GmbH (formerly editworks GmbH) amounted to 124,000 euro in the fi rst nine months of 2005, net sales totalling 38,000 euro were included in the same period for the previous year.
  • 2. Other operating income is mainly made up of rent income and income from the release of provisions.
  • 3. Staff costs, adjusted by the effects of the closure of the Berlin branch of antwerpes & partner ag, Cologne, on 30 June 2004 and by the effects of the acquisition of the majority shareholding in DocCheck® TV GmbH (formerly editworks GmbH) on 1 July 2004, showed a slight increase when compared to the same period for the previous year, due to the increased employee fi gures.
  • 4. Amortisation, depreciation and write-downs contain reductions in value for the goodwill of DocCheck® TV GmbH (formerly editworks GmbH) ensuing from the 1st quarter of 2005 and totalling 14,000 euro. In the same period for the previous year, this entry contained additional tangible fi xed asset depreciation totalling 30,000 euro in connection with the closing of the Berlin branch of antwerpes & partner ag, Cologne.
  • 5. Other operating expenses for the same period in the previous year included restructuring costs in connection with the closing of the Berlin branch which totalled 50,000 euro.

20

  • 6. Personal income tax and tax on earnings for the previous year's period were, in accordance with IAS 12.61 in conjunction with IAS 34.43 and IAS 8.41 and following, adjusted by 40,000 euro.
  • 7. In accordance with IAS 33, the profi t per share for the fi rst nine months of 2005 was seven cent (previous year: six cent, following adjustment of the personal income tax and tax on earnings in accordance with IAS 12.61 in conjunction with IAS 34.43 and IAS 8.41 and following).

Statement of Sources and Application of Funds Statement of Sources and Application of Funds

4 Statement of Sources and Application of Funds

Statement of Sources and Application of Funds 01.01.2005
- 30.09.2005
01.01.2004
- 30.09.2004
Surplus for the year before extraordinary profi t 393,336 359,446*
of which funds received from interest 416,346 656,275
of which funds paid as interest 6,022 9,226
+ Amortisation of intangible fi xed assets and depreciation
of tangible fi xed assets
266,499 280,155
+/- Increase/decrease in provisions - 120,815 - 225,484
-/+ Increase/decrease in trade debtors - 299,960 - 442,633
-/+ Increase/decrease in other assets 133,465 - 365,831
-/+ Increase/decrease in stocks - 229,393 - 56,885
-/+ Increase/decrease in prepaid expenses and deferred
charges
22,679 - 6,985
+/- Increase/decrease in deferred income 38,131 0
-/+ Increase/decrease in deferred taxes on the assets side 1,718 1,087
-/+ Decrease/increase deferred taxes on the liabilities side 61,960 64,500
+/- Increase/decrease in trade creditors and other liabilities 10,956 14,691
Cash fl ow from current business activities 278,576 - 377,939
+/- Proceeds/outgoings for disinvestments/investments in
tangible and intangible fi xed assets
- 164,503 - 334,704
+ Write-downs on fi xed-asset securities 0 43,009
+/- Proceeds/outgoings from the sale/purchase of
securities
252,750 5,131,000
Cash fl ow from investment activities 88,247 4,839,305
- Repayment of loans - 4,869 - 2,421
- Payment to shareholders ensuing from capital reduction - 14,780,760 0
- Disbursement from dividend payments -469,549 0
+/- Proceeds/outgoings from the sale/purchase of own
shares
-342,332 10,275
Cash fl ow from fi nancing activities - 15,597,510 7,854
Change in funds to hand which affects payment - 15,483,436 4,469,220
+/- Change in funds to hand due to evaluation (special
revaluation reserve)
26,485 60,506*
+ Change in funds to hand as a result of the regrouping
of securities
0 15,122,936
+ Funds to hand at the start of the period 31,205,241 10,348,822
Funds to hand at the end of the period 15,748,290 30,001,484
Composition of the funds to hand
- Cash and cash equivalent 728,674 14,764,234
- Securities 15,019,615 15,237,250

* retrospective adjustment in accordance with IAS 12.61 in conjunction with IAS 34.43 and IAS 8.41 and following as at 30.06.2005

  • 1. The change in cash fl ow from fi nancing activities is mainly due to the special dividend distribution totalling 14.8 million euro which took place on 7 February 2005, the dividend payment totalling 470,000 euro which took place on 16 June 2005, as well as the purchase of own shares up to 30.09.2005 which totalled 344,000 euro.
  • 2. As a result of the adjustment of personal income tax and tax on earnings from the previous year's period in accordance with IAS 12.61 in conjunction with IAS 8.41 and following, adjustments of - 40,100 euro were made to the previous year's net income for the period, taking it down from 399,546 euro to 359,446 euro and an adjustment to the funds to hand for the previous year was made due to evaluation (special revaluation reserve) whereby these dropped by - 40,100 euro, going down from 100,606 euro to 60,506 euro.

Statement of Sources and Application of Funds Divisional Reporting

  • 3. To improve comparability of the cash fl ow from investment activities, the regrouping of fi xed-asset securities as current-asset securities in the previous year, which did not affect payment, was shown under the heading, a change to funds to hand which did affect payment, which was contrary to how they were depicted in the previous year.
  • 4. Funds to hand as at 30.09.2005 contains borrowed money totalling 37,000 euro (previous year: 353,000 euro). These represent outstanding doctors' fees which DocCheck® AG cannot dispose of in any other way.
  • 5. The liquid assets and current-asset securities totalled 15.7 million euro as at 30.09.2005 (previous year: 30.0 million euro). The drop results exclusively from the change in cash fl ow from fi nancing activities.

5 Divisional Reporting as at 30.09.2005

Communication DocCheck®
,
Commerce
& Logistic
Holding Total
Net sales for the divisions 3,816,210 4,139,913 0 7,956,123
Intra-Group sales 3,927 103,388 1,754,173 1,861,488
EBIT 475,339 - 212,822 - 5,556 256,960
Result before taxes on
earnings
476,097 - 215,440 365,138 625,795
Total assets 906,223 2,134,998 17,609,778 20,650,999
Total liabilities 496,243 356,627 336,539 1,189,408
Amortisation of intangible
fi xed assets and
depreciation of tangible
fi xed assets
17,951 41,865 206,684 266,499
Employees 38 31 9 78

Total assets include the fixed assets, the current assets and the prepaid expenses and deferred charges. The Communication division comprises antwerpes & partner ag, Cologne, with its business premises in Basle, Switzerland. DocCheck® GmbH, DocCheck® Medizinbedarf und Logistik GmbH, medicalpicture GmbH, medizinstudent.de GmbH and DocCheck® TV GmbH (formerly editworks GmbH) together form the, DocCheck®, Commerce & Logistic division. The Holding division incorporates the whole of the administrative and service division of DocCheck® AG (formerly antwerpes ag). Since the activities of these companies are currently located in the same area, a geographical segmentation was waived. Supplies and services within the combined group were valued at purchase price plus a markup and cost sharing within the Group was valued at purchase price plus interest.

6 Statement of Changes in Equity Capital

Statement of Equity Capital in accordance with IAS 1 Subsections 96-101

Balance as at
31.12.2003
Deconsolidation of
antwerpes.korte
consulting GmbH
Deconsolidation of
DocCheck® TV
GmbH
Sale of own
shares
Revaluation of
securities
Capital increase using
company funds
Ordinary reduction of
capital stock
Annual surplus as at
30.09.2004
Balance as at
30.09.2004
Subscribed capital 5,904,312 14,760,780 - 14,760,780 5,904,312
Capital reserve 28,090,027* 2,569 - 14,760,780 13,331,816
Statutory reserve 39,253 39,253
Reserve according to the
articles of association
4,755 -4,755 0
Other revenue reserves 32,448 32,448
Special revaluation
reserve
0 60,506** 60,506
Accumulated profi t 2,052,946* 4,755 359,446** 2,417,147
Adjusting items for
capital
- 3,245,570 - 3,245,570
Own shares -7,706 7,706 0
Minority shareholdings 275,256 - 56,871 - 12,155 - 8,254 197,976
Total 33,145,721 - 56,871 - 12,155 10,275 60,506 0 -14,760,780 351,192 18,737,888

* retrospective adjustment ensuing from the fi scal audit of the accounts in accordance with SIC 17 in conjunction with IAS 8 as at 31.12.2004

** retrospective adjustment in accordance with IAS 12.61 in conjunction with IAS 34.43 and IAS 8.41 and following as at 30.06.2005

Balance as at
31.12.2004
Additional
acquisition
of shares
DocCheck®
TV GmbH
Purchase of
own shares
Revaluation
of securities
Dividend
payment
Annual
surplus as
at
30.09.2005
Balance as
at
30.09.2005
Subscribed capital 5,904,312 5,904,312
Capital reserve 13,331,816 13,331,816
Statutory reserve 39,253 39,253
Reserve according
to the articles of
association
0 0
Other revenue
reserves
32,448 32,448
Special
revaluation
reserve
88,567* 26,485 115,053
Accumulated profi t 2,705,704* -469,549 393,336 2,629,491
Adjusting items for
capital
- 3,245,570 - 3,245,570
Own shares 0 -342,332 - 342,332
Minority
shareholdings
229,645 5,338 -19,866 215,116
Total 19,086,175 5,338 -342,332 26,485 - 469,549 373,470 18,679,586

* retrospective adjustment in accordance with IAS 12.61 in conjunction with IAS 34.43 and IAS 8.41 and following as at 30.06.2005

7 Shareholder Structure and Notifiable Securities Transactions

The shares buy-back programme that began on 14 April 2005 was continued until the 3rd quarter. The basis for the buy-back programme is the Annual General Meeting's decision dated 30 June 2004 as well as the decision dated 15 June 2005 which empowered the company to buy back up to 590,431 shares. The buy-back is fi rst of all restricted to a maximum of 100,000 shares which corresponds to 1.7 per cent of the capital stock. The acquisition of shares is done exclusively via the stock exchange. The purchase price paid per share must not go more than 10 per cent above or below the price of a company share in Xetra (Germany) as determined by the opening auction on the same trading day.

The administrative bodies of DocCheck® AG (formerly antwerpes ag) and its subsidiaries did not carry out any notifi able securities transactions in the third quarter of 2005.

Shareholder Structure and Notifi able Securities Transactions
Calendar week Number of
shares
Average price
per share certifi cate
Total number
15th 1,750 4,165 EUR 1,750
16th 12,140 3,92 EUR 13,890
17th 5,699 4,1516 EUR 19,589
18th 4,926 4,1270 EUR 24,515
19th 3,902 4,186 EUR 28,417
20th 3,772 4,21 EUR 32,319
21st 400 4,30 EUR 32,719
22nd 1,120 4,22 EUR 33,839
23rd 1,237 4,273 EUR 34,946
25th 3,378 4,201 EUR 38,324
26th 3,128 4,205 EUR 41,452
27th 3,829 4,203 EUR 45,281
28th 2,552 4,145 EUR 47,833
29th 3,421 4,128 EUR 51,254
30th 4,013 4,062 EUR 55,267
31st 4,284 3,976 EUR 59,551
32nd 2,725 4,078 EUR 62,276
33rd 2,974 3,994 EUR 65,250
34th 4,100 3,9880 EUR 69,350
35th 1,775 3,884 EUR 71,125
36th 1,089 4,0223 EUR 72,214
37th 8,353 4,161 EUR 80,567
38th 2,904 4,1466 EUR 83,471

The shareholder structure of DocCheck® AG consists of the following as at quarter end:

Shareholder structure as at 30 September 2005 in accordance with § 21 of the Securities Trading Law

Anteil Anzahl
%
Dr. Frank Antwerpes, CEO* 46.89 2,769,297
Jan Antwerpes, CFO* 13.77 813,590
Dr. Johannes Kersten,
Supervisory Board member of antwerpes & partner ag
7.32 432,031
Freefl oat 32.02 1,889,394
Hermann Korte, Supervisory Board member,
antwerpes & partner ag
0.95 56,038
Roland Ortloff,
GF DocCheck Medizinbedarf und Logistik GmbH
0.75 44,312
Michael Thiess, Chairman of the Supervisory Board 0.00 100
Dr. Joachim Pietzko, Supervisory Board member 0.01 866
Winfried Leimeister,Supervisory Board member 0.00 0
DockCheck® AG (formerly antwerpes ag) 1.41 83,471

* Half of the shares of immediate relatives were allocated to Messrs. Antwerpes. In addition, the shares of Dr. Frank Antwerpes' wife were included.

8 Stock Options

In accordance with the resolution passed at the Annual General Meeting dated 16 May 2001, the company grants, by means of an options contract, subscription rights to certain employees regarding the acquisition of DocCheck® AG shares (formerly antwerpes ag). According to the grade and position of the employee, the company offers contracts to certain employees which cover the granting of share options (options contract). As at 30 September 2005, 42,000 (in the previous year: 63,750) stock options had been issued. The reduction in the stock options portfolio is because some employees who were entitled to subscribe left the company. Exercising a subscription right depends on whether at the time the following performance goals were met:

  • The market price of the DocCheck® AG share has performed better than the Nemax All Share Index (now Technology All Share Index)
  • The current market price of the share must be higher than the comparative market price and the comparative market price of the share is
  • for subscription rights granted up to fi ve days before the initial public offering, the initial public offering price as determined in the book-building process for the DocCheck® AG share for the purposes of the initial public offering.
  • 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 fi rst day of the respective acquisition period.

The employee has an employment contract with a company within DocCheck® AG and notice to terminate this has not been served nor has it been terminated in some other way.

Exercising the options granted is only permissible at any time during the following periods:

  • On the respective fourth and the 19 subsequent bank working days following a DocCheck® AG ordinary annual general meeting.
  • On the respective fourth and the 19 subsequent bank working days following the publication of the DocCheck® AG quarterly report which covers the 3rd quarter of a fi nancial year.

Issued stock options balance as at 30.09.2005 Issued stock options balance as at 31.12.2004 57,750 Options granted in the 1st nine months of 2005 0 Options granted in the 1st nine months of 2005 0 Options exercised in the 1st nine months of 2005 15,750 Options which have lapsed in the 1st nine months of 2005 42,000 The fi rst tranche (Issue: April 2000, issue price: 21 €, term: 7 years) 27,500 of which to management 22,000 of which exercisable on 30.09.05 22,000 of which to employees 5,500 of which exercisable on 30.09.05 5,500 The second tranche (Issue: December 2000, issue price: 17.96 €, term: 7 years) 4,500 of which to employees 4,500 of which with a waiting period up until the fi rst implementation on 27.11.05 262 of which exercisable on 30.09.05 4,238 The third tranche (Issue: May 2002, issue price: 5.16 €, term: 7 years) 10,000 of which to management 10,000 of which with a waiting period up until the fi rst implementation on 31.05.06 1,500 of which with a waiting period up until the fi rst implementation on 31.05.07 1,500 of which exercisable on 30.09.05 7,000

Stock Optoins Financial Calendar

9 Financial Calendar

Date Event
21 - 23 November 2005 Analysts' Conference in Frankfurt / Main
Mid-March 2006 Press Briefi ng on Annual Results in Cologne
Mid-May 2006 Report for the fi rst quarter
31 May 2006 Annual General Meeting in Cologne

Investor Relations

  • DocCheck® AG Tanja Mumme Vogelsanger Str. 66 50823 Cologne
  • tel: +49(0) 2 21-9 20 53-139 fax: +49(0) 2 21-9 20 53-133 e-mail: [email protected] web: www.doccheck.de