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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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4
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
