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DocCheck AG Interim / Quarterly Report 2006

Aug 30, 2006

4574_10-q_2006-08-30_43721b0b-f49c-4995-a84a-f0640bda87db.pdf

Interim / Quarterly Report

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Half-yearly Report

1 Overview

Quick Figures

  • 12 % increase in sales compared to the same six months in the previous year
  • EBIT has increased by 247%
  • 7 cent profi t per share
  • 16.0 million euro liquid assets = 2.74 euro per share
  • Forecast for 2006: + 10% sales, taking the fi gure to 12.3 million euro

Highlights

  • antwerpes & partner acquired additional pharmaceutical marketing budgets in competitive presentations.
  • DocCheck Medical Services offers new Paid Content services
  • DocCheck TV purchased the new TV Studio and in the third quarter will offer interesting IPTV broadcasting formats for the healthcare market.
  • DocCheck Shop expands its trading activities with the new location in Leipzig.
  • Successful Annual General Meeting in Cologne on 31 May
  • Stable dividends policy since 2004 and so once again there is a dividend payment (8 cent per share or 0.5 million euro).

Company in brief

DocCheck AG has specialised in the growth market that is healthcare. The agency, portal and trading business is managed under the two brands DocCheck and antwerpes & partner. In 2005 the corporate group, with about 120 employees in Cologne, Basle and Stuttgart, generated sales totalling 11.2 million euro. DocCheck AG is listed in the Prime Standard (ISIN: DE0005471007 // Symbol: 547100).

Financial Calendar
Mid-November 2006 Report for the 3rd quarter
21 - 23 November 2006 Analysts' Conference in Frankfurt / Main
Quartalsbericht 01/04/2006-
30/06/2006
01/04/2005-
30/06/2005
Change
%
Sales 3,023,430 2,899,172 4
of which antwerpes & partner
sales
1,387,841 1,293,043 7
of which DocCheck 1,635,522 1,606,129 2
Overall performance 3,134,744 2,883,810 9
EBITDA 184,747 193,861 -5
EBIT 86,543 111,869 -23
Consolidated annual net
income
91,518 110,343 -17
Annual net income per share 0.02 0.02 -16
Liquid assets/securities 15,952,222 16,080,346 -1
Number of employees as at
30/06/2006
95 78 22

Indicators (position as at 30/06/2006)

3 months' shares chart

Share facts

ISIN: DE0005471007 Segment: Prime Standard
Reuters: ANWG.G Sector: Software
Bloomberg: AJ9 Price (30/06/): 4.30 euro
Internet: www.doccheck.de Tech-AS: 864.38
Market capitalisation as at 30/06/2006: 25.39 million euro
High/Low 2nd Quarter: 4.57/3.90
Number of shares: 5.90 million

Shareholder structure

Shareholders: Free Float* 31.17 %
Dr. Frank Antwerpes 47.56%
Jan Antwerpes 13.95%
Dr. Johannes Kersten 7.32%
* Calculation according to the German stock exchange
Half-yearly Report 01/01/2006-
30/06/2006
01/01/2005-
30/06/2005
Change
%
Sales 6,164,817 5,505,322 12
of which antwerpes & partner
sales
3,146,738 2,437,621 29
of which DocCheck 3,017,436 3,067,701 -2
Overall performance 6,327,398 5,519,929 15
EBITDA 615,160 299,409 >100
EBIT 414,860 119,409 >100
Consolidated annual net
income
377,669 219,137 72
Annual net income per share 0.07 0.04 75
Liquid assets/securities 15,952,222 16,080,346 -1
Number of employees as at
30/06/2006
95 78 22

Orders on hand

The orders on hand total 1.8 million euro as at 30 June 2006.

Directors' Dealings according to § 15a of the German Securities Trading Act

On 17 July 2006 the Chairman of the DocCheck AG Supervisory Board, Mr. Michael Thiess, acquired 2000 DocCheck shares at a price of 3.95 euro per share.

2 Management Report

antwerpes and partner Division (Communication)

antwerpes & partner represents the agency business for the DocCheck Group. antwerpes & partner develops integrated communications solutions in the health sector. Marketing knowhow in the health market and expertise in classical and digital communications enable antwerpes & partner to work for customers cross-medially and to implement multi-channel strategies

According to Nielsen Research, advertising investments in Germany increased by 5.6 per cent in the fi rst six months of 2006 when compared to the previous year. In addition to the boost from the World Cup, the improved state of the economy has in particular supported growth. antwerpes & partner grew faster than the market in the 1st six months with an increase in sales of 29 per cent, taking the fi gure to 3.1 million euro. However in the second quarter sales increased at the somewhat slower rate of seven per cent, taking the fi gure to 1.4 million euro.

DocCheck Division

With over 400,000 registered participants and over 1000 cooperation partners from the whole of the health sector, DocCheck is the largest and fastest growing portal for medical specialist groups in Europe. DocCheck is constantly developing new services which allow transactions between users and the industry - online market research, publishing, Customer Relationship Management, IPTV and paid content are currently the most important business models. In addition, the affi liated DocCheck Shop sells medical supplies to doctors in private practice via the mail order business, the Internet Shop under www.doccheckshop.de and through its own sales force. Under the DocCheck label, the Shop has its own product line with over 100 items available.

In the 1st six months DocCheck Division's sales decreased slightly by two per cent, taking the fi gure down from 3.07 million euro to 3.02 million euro. In the 2nd quarter sales increased slightly by two per cent, taking the fi gure from 1.61 million euro to 1.64 million euro. The sales trend in the 1st six months was

3 Balance Sheet

Consolidation in accordance with IFRS

Assets 01/01/2006-
30/06/2006
01/01/2005-
31/12/2005
Short-term assets
Liquid funds 1,228,784 2,230,712
Current-asset securities 14,723,438 14,868,800
Trade debtors 1,751,459 1,403,455
Amounts owed by group undertakings 41,219 41,528
Stocks 591,111 405,986
Prepaid expenses and deferred charges 53,730 24,114
Total short-term assets 18,389,741 18,974,595
Tangible fi xed assets 1,376,305 1,219,433
Intangible fi xed assets 105,689 92,144
Participating interests 92,648 70,694
Payments on account for fi nancial investments 181,522 0
Goodwill 697,617 697,617
Other assets 848,929 581,267
Deferred taxes 29,000 3,300
Total assets 21,721,451 21,639,050
Equity and liabilities 01/01/2006-
01/01/2005-
30/06/2006
31/12/2005
Short-term liabilities
Short-term loans and short-term share in long-term
loans
0 4,022
Trade creditors 276,949 410,656
Payments received on account 977,145 1,070,170
Other provisions for liabilities and charges 553,151 523,598
Tax provisions 180,371 66,273
Deferred income and other short-term liabilities 917,378 626,912
Amounts owed to group undertakings 31,867 12,462
Total short-term liabilities 2,936,860 2,714,093
Deferred taxes 66,000 101,600
Capital and reserves
Subscribed capital 5,904,312 5,904,312
Capital reserve 13,328,524 13,328,524
Net earnings/net loss 2,779,147 2,878,859
Revenue reserves 71,700 71,700
Capital adjustment items -3,245,570 -3,245,570
Special revaluation reserve -38,945 32,509
Own shares -375,802 -411,449
Minority shareholdings 295,225 264,473
Total capital and reserves 18,718,591 18,823,357
Total equity and liabilities 21,721,451 21,639,050

infl uenced by the fact that a major order in the trading business could not be fully completed in the 1st six months and, at the end of the last half-year, the portal business handed over the edetailing business model (Internet-based discussion of products by doctors) to antwerpes & partner as better suited to the service portfolio of the agency business.

As these effects are restricted to the 1st six months and the market conditions in the online sector continue to be very positive, DocCheck will close the second half of the year with a marked increase in sales and, for the whole year, sales will increase by at least ten per cent.

3 Comments on the Balance Sheet

The six-monthly fi nancial statement as at 30 June 2006 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 and evaluation methods from the annual fi nancial statements as at 31 December 2005 were used with no changes made.

  • 1. During the 2nd quarter of 2006, liquid funds were invested for the most part as time deposits with variable terms. The drop in liquid funds in the 2nd quarter of 2006 is mainly due to the distribution of dividends on 31 May 2006 which totalled 464 thousand euro.
  • 2. As at 30 June 2006, the current-asset security holdings consist of two mortgage bonds and two loans against promissory notes. According to IAS 39, securities falling within the category "available for sale" are to be evaluated at fair value (market price). The fair value changes are fi rst of all recorded in the capital and reserves in a special revaluation reserve with no effect on the operating result until that point in time when the securities are taken out of the accounts.
  • 3. With the exception of DocCheck TV 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:
Company Goodwill from the
initial consolidation
Goodwill book
value as at
30/06/2006
Goodwill book
value as at
30/06/2005
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 154,572 146,200 146,200
1,213,929 697,617 697,617
  • 4. DocCheck Medizinbedarf und Logistik GmbH, Weil im Schönbuch, a subsidiary of DocCheck AG, has on 27/04/2006 increased its share in Albert Geisselmann Medizinbedarf GmbH, Eilenburg, from 33.3 per cent to 84.6 per cent with fi nancial effect from 01/07/2006. The purchase price for the acquisition of the shares was paid in cash. The acquisition costs totalling 182 thousand euro are shown under "Payments on account for fi nancial investments" until the fi rst consolidation in the 3rd quarter of 2006.
  • 5. Other assets are largely made up of deferred interest and taxes.
  • 6. 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.
  • 7. 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.
  • 8. The adjusting item concerns own shares as held by DocCheck AG. In the 2nd quarter of 2006, 8,500 own share certifi cates were used to fulfi l the obligations ensuing from DocCheck AG's share option plan. The holdings of own shares as at 30 June 2006 consist therefore of 91,500 individual share certifi cates and account for a total of 91,500 euro of the capital stock. As at 30 June 2006 the market price was 393,450 euro. In accordance with IAS 32.33, own shares are to be shown in the balance sheet at cost and as a deduction from equity capital. When selling own shares, the profi t or loss is not to be shown in the profi t and loss account but as a change to the capital and reserves.
  • 9. The special revaluation reserve amounting to -39 thousand euro contains the fair value changes from the current-asset securities netted out by the deferred taxes apportionable to them.

3

4 Group Profi t and Loss Account

Group Profit and Loss Account in accordance with IFRS 01/04/2006
- 30/06/2006
01/04/2005
- 30/06/2005
01/01/2006
- 30/06/2006
01/01/2005
- 30/06/2005
1. Sales (net) 3,023,430 2,899,172 6,164,817 5,505,322
2. Other operating income 48,335 46,460 77,921 82,827
3. Differences between opening and closing stocks of fi nished and unfi nished goods 111,314 -15,362 162,581 14,607
4. Cost of materials
a) Cost of raw materials and supplies and goods purchased for resale 889,658 792,092 1,630,434 1,645,543
b) Cost of external services 349,549 360,723 778,238 619,495
1,239,207 1,152,815 2,408,672 2,265,037
5. Staff costs
a) Wages and salaries 957,059 917,312 1,899,260 1,715,724
b) Social security contributions 164,984 143,090 316,036 279,343
1,122,043 1,060,402 2,215,296 1,995,067
6. Amortisation of intangible fi xed assets and
depreciation of tangible fi xed assets
98,204 81,992 200,300 180,000
7. Other operating expenses 645,949 523,192 1,175,058 1,043,242
8. Income from participating interests 8,867 0 8,867 0
9. Operating result (EBIT) 86,543 111,869 414,860 119,409
for information: EBITDA 184,747 193,861 615,160 299,409
10. Interest and similar income 136,471 138,049 279,410 304,794
11. Write-downs on long-term investments and current-asset securities 13,309 13,927 26,471 27,702
12. Interest and similar expenses 1,447 1,774 3,176 3,732
13. Result before tax (and minority shareholdings) 208,258 234,217 664,623 392,769
14. Personal income tax and tax on earnings 97,720 118,286 255,714 173,730
15. Other taxes 522 1,113 487 1,292
16. Result before minority shareholdings 110,017 114,818 408,422 217,746
17. Minority shareholdings 18,499 4,475 30,752 -1,391
18. Consolidated annual net income 91,518 110,343 377,669 219,137
19. Net earnings per share in accordance with IAS 33 (undiluted) 0.02 0.02 0.07 0.04
20. Net earnings per share in accordance with IAS 33 (diluted) 0.02 0.02 0.06 0.04
21. Average shares currently in circulation (undiluted) 5,804,609 5,881,607 5,804,461 5,892,897
22. Average shares currently in circulation (diluted) 5,814,235 5,891,607 5,814,273 5,902,897
  • 1. Net sales are showing an increase of 12 per cent to 6,165 thousand euro when compared to the fi rst three months of the previous year (previous year: 5,505 thousand euro). Receivables from uninvoiced sales amounted to 247 thousand euro (previous year: 324 thousand euro). In addition, according to IAS 11 in conjunction with IAS 18, turnover includes order projects estimated as being 263 thousand euro (previous year: 243 thousand euro) in accordance with the Percentage of Completion Method.
  • 2. Other operating income is mainly made up of rent income and income from the release of provisions.
  • 3. The marked increase in employees when compared to the same period in the previous year is causing the increase in staff costs.
  • 4. The increase in other operating expenses when compared to the same period in the previous year mainly results from trade fair and advertising costs.
  • 5. The profi t per share for the fi rst six months of 2006 was, in accordance with IAS 33 7 cent (previous year: 4 cent).

5 Statement of sources and application of funds

Statement of sources and application of 01/01/2006 01/01/2005
-
funds (in euro) -
30/06/2006
30/06/2005
Surplus for the period before
extraordinary profi t
377,669 219,137
of which funds received from interest 279,410 304,794
of which funds paid as interest 3,176 3,732
+ Amortisation of intangible fi xed assets
and depreciation
of tangible fi xed assets
200,300 180,000
+ Loss from the addition and disposal of
fi xed assets
2,703 0
+/- Increase/decrease in provisions 143,652 -171,537
-/+ Increase/decrease in trade debtors -347,695 -394,875
-/+ Increase/decrease in other assets -267,662 98,268
-/+ Increase/decrease in stocks -185,126 -126,412
-/+ Increase/decrease in prepaid expenses
and deferred charges
-29,616 20,665
+/- Increase/decrease in deferred income 137,999 68,195
-/+ Increase/decrease in deferred taxes
reported as assets
-25,700 5,861
-/+ Reduction/increase in deferred taxes
reported as liabilities
-35,600 89,500
+/- Increase/decrease in trade creditors
and other liabilities
-24,107 338,727
Cash fl ow from current business activities -53,183 327,529
+/- Proceeds/outgoings for disinvestments/
investments in tangible fi xed assets,
intangible fi xed assets, participating
interests and goodwill
-576,896 -133,944
Cash fl ow from investment activities -576,896 -133,944
- Repayment of loans -4,022 -2,654
- Payment to shareholders ensuing from
capital reduction
0 -14,780,760
- Disbursement from dividend payments -464,345 -469,549
+/- Proceeds/outgoings from the sale/
purchase of own shares
22,610 -157,083
Cash fl ow from fi nancing activities -445,757 -15,410,046
Change in funds to hand which affects
payment
-1,075,836 -15,216,462
+ Change in funds to hand due to
evaluation (special revaluation reserve)
-71,454 91,567
+ Funds at the start of the period 17,099,512 31,205,241
Funds at the end of the period 15,952,222 16,080,346
- Cash and cash equivalent 1,228,784 685,751
- Securities 14,723,438 15,394,595
  • 1. The change in cash fl ow from investment activities when compared to the same period in the previous year is mainly due to the payment in advance made by DocCheck Medizinbedarf und Logistik GmbH, Weil im Schönbuch, for the additional shares in Albert Geisselmann Medizinbedarf GmbH, Eilenburg, totalling 182 thousand euro.
  • 2. The change in cash fl ow from fi nancing activities when compared to the same period in the previous year mainly ensues from the special dividend paid in the fi rst quarter of 2005 within the framework of the capital reduction.
  • 3. Funds to hand as at 30/06/2006 contain borrowed money totalling 28 thousand euro (previous year: 43 thousand euro). These are outstanding doctors' fees which DocCheck AG cannot dispose of in any other way.
  • 4. The liquid assets and current-asset securities totalled 16.0 million euro as at 30 June 2006 (previous year: 16.1 million euro).

5

6 Divisional Reporting as at 30/06/2006

antwerpes
& partner
DocCheck Holding Total
EUR EUR EUR EUR
Net sales for the divisions 3,146,738 3,017,436 643 6,164,817
Intra-group sales EBIT 39,507 216,305 1,310,158 1,565,970
EBIT 419,085 -19,798 15,573 414,860
Result before taxes on
earnings
419,075 -16,637 262,185 664,623
Total assets 1,975,883 2,821,374 16,924,195 21,721,451
Total liabilities 1,468,799 573,927 490 2,043,216
Depreciation of tangible
fi xed assets
13,937 32,403 153,961 200,300
Investments in tangible
and intangible fi xed
assets
14,855 47,149 123,017 185,021
Employees 44 40 11 95

As at 30/06/2006 DocCheck AG has changed and standardised the names of its business segments so that they are in line with brand strategy. To date, the names "Communication" and "antwerpes & partner" were used concurrently for the agency business. In future the segment will just be called "antwerpes & partner".

In future the segment "DocCheck, Commerce & Logistic" will just be called "DocCheck". The actual composition of the segments remains unaffected by this.

6

Total assets include the fi xed assets, the current assets and the prepaid expenses and deferred charges. The segment, antwerpes & partner, (formerly Communication) 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 together form the DocCheck division (formerly DocCheck, Commerce & Logistic). The segment, Holding, incorporates the whole of the administrative and service Division of DocCheck 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 mark-up and cost sharing within the Group was valued at purchase price plus interest.

7 Statement of Changes in Equity Capital

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

Subscribed
capital
Capital
reserve
Statutory
reserve
Reserve in
accordance with
the company's
Articles of
Association
Other
revenue
reserves
Special
revaluation
reserve
Net
earnings
Capital
adjustment
items
Own
shares
Minority
share
holdings
Total
Balance as at 31/12/2004 5,904,312 13,331,816 39,253 0 32,448 88,567 2,705,703 -3,245,570 0 229,645 19,086,174
Additional acquisition 5,338 5,338
of shares DocCheck TV
GmbH
Purchase of own shares -157,083 -157,083
Revaluation of securities 91,566 91,566
Dividend payment -469,549 -469,549
Annual net income as at
30/06/2005
219,137 -1,391 217,746
Balance as at 30/06/2005 5,904,312 13,331,816 39,253 0 32,448 180,133 2,455,291 -3,245,570 -157,083 233,592 18,774,192
Balance as at 31/12/2005 5,904,312 13,328,523 39,253 0 32,448 32,509 2,878,858 -3,245,570 -411,449 264,472 18,823,358
Revaluation of securities -71,454 -71,454
Sale of own shares -13,036 35,646 22,610
Distribution of dividends -464,345 -464,345
Annual net income as at
30/06/2006
0 377,669 30,752 408,422
Balance as at 30/06/2006 5,904,312 13,328,523 39,253 0 32,448 -38,945 2,779,147 -3,245,570 -375,802 295,225 18,718,591

8 Shareholder structure

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

Share Number
%
Dr. Frank Antwerpes, CEO* 47.56 2,807,858
Jan Antwerpes, CFO* 13.95 823,477
Dr. Johannes Kersten,
Supervisory Board member of
antwerpes & partner ag
7.32 432,031
Freefl oat** 31.17 1,840,946
Hermann Korte, Supervisory Board member,
antwerpes & partner ag
0.95 56,038
Roland Ortloff, Managing Director of
DocCheck Medizinbedarf und Logistik GmbH
0.76 44,312
Michael Thiess, Chairman of the Supervisory Board 0.11 6,060
Dr. Joachim Pietzko, Supervisory Board member 0.01 866
Winfried Leimeister, Supervisory Board member 0.00 0
Helmut Rieger, e-commerce Board of Directors* 0.01 400
DocCheck AG 1.55 91,500

* Half of the shares of the family were allocated to Messrs. Antwerpes. In addition, the shares of Dr. Frank Antwerpes' wife were included and the same applied to Mr. Helmut Rieger.

**Calculation according to the German stock exchange

9 Stock Options

In accordance with the resolution passed at the Annual General Meeting on 16 May 2001, the company grants, by means of an options contract, subscription rights to certain employees regarding the acquisition of DocCheck AG shares. 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 June 2006, 31,750 stock options had been issued (previous year: 57,750). The reduction in the stock options portfolio is because some employees who were entitled to subscribe left the company and also because 8,500 share certifi cate options from the 3rd tranche were exercised in the 2nd quarter of 2006. The average share price on the day that the options were exercised was 4.05 euro. The shares used for the subscription right were taken from DocCheck AG's holdings of own shares.

  • 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 DocCheck company 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 covering the 3rd quarter of a fi nancial year.

Issued stock options balance as at 30/06/2006

Issued stock options balance as at 31/12/2005 42,000
Options granted in the fi rst six months of 2006 0
Options exercised in the fi rst six months of 2006 8,500
Options which have lapsed in the fi rst six months of 2006 1,750
Issued stock options balance as at 30.06.2006 31,750
The fi rst tranche
(Issue: April 2000, issue price: 18.50 , term: 7 years)
27,500
of which to management exercisable on 30/06/2006 22,000
of which to employees exercisable on 30/06/2006 5,500
The second tranche
(Issue: December 2000, issue price: 15.46 , term: 7 years)
2,750
of which to employees exercisable on
30.06.2006
2,750
The third tranche
(Issue: May 2002, issue price: 2.66 , term: 7 years)
1,500
of which to management 1,500
of which with a waiting period up until the fi rst
implementation on 31/05/2007
1,500

Investor Relations

DocCheck AG, Tanja Mumme, Corporate Communication Manager, Vogelsanager 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], www.doccheck.de