HALF-YEARLY FINANCIAL REPORT
PULSION Medical Systems SE
as of June 30, 2014
PULSION – at a glance
PULSION (Group) IFRS Q2 Q2 HY 1 HY 1 Change
2014 2013 2014 2013 2014 - 2013
Sales KEUR 9.161 9.080 18.116 18.534 -2,3%
Gross profit KEUR 6.324 6.266 12.551 12.983 -3,3%
Net operating expenses KEUR 4.139 4.011 7.951 8.006 -0,7%
Profit before interest and taxes (EBIT) KEUR 2.199 2.057 4.595 4.807 -4,4%
EBITDA KEUR 2.940 2.546 5.812 5.722 1,6%
Group net profit KEUR 2.028 2.326 2.910 4.164 -30,1%
Earnings per share EUR 0,25 0,28 0,35 0,51 -30,5%
Cash flow from operating activities before
changes in net working capital KEUR 1.671 2.086 2.444 3.199 -23,6%
Cash flow from operating activities after
changes in net working capital KEUR 1.507 1.332 4.377 2.368 84,8%
Free cash flow KEUR 1.063 795 3.609 1.430 152,4%
Gross margin % 69,0% 69,0% 69,3% 70,0% -0,8%
EBIT margin % 24,0% 22,7% 25,4% 25,9% -0,6%
EBITDA margin % 32,1% 28,0% 32,1% 30,9% 1,2%
Employees (average) Number 132 126 132 128 3,1%
Report of the Executive Director
To the Shareholders,
Ladies and Gentlemen
Second-quarter sales were up slightly year-on-year without being able to make up for the weak start made to the first three months of the year. Overall, sales in the first half of 2014 were still 2.3 % down on the previous year.
Cost discipline applied throughout the business were not sufficient to compensate for the loss of gross margin, with the consequence that EBIT and gross margin were both lower than in the same period last year.
Free cash flow for the six-month period totaled KEUR 3,609, an increase of 150 %
compared to the previous year (HY 1 2013: KEUR 1,430), giving an EBIT / free cash flow conversion rate of 79 % (HY 1 2013: 30 %). The main reason for this improvement was a KEUR 1,413 (23 %) reduction in trade accounts receivable compared to December 31, 2013.
Earnings per share for the six-month period amounted to 35 cents compared to 51
Interim Group Management Report
of PULSION Medical Systems SE for the period from January 1 to June 30, 20141. Earnings performance, financial situation and
net assets
1.1. Sales
Business Units
Sales of the Critical Care business unit for the six-month period were approximately 1 % down. While disposables sales were on a par with the previous year, monitor sales were 7 % below their previous year's level. The drop in monitor sales was primarily attributable to business with distributors, which had been particular strong one year ago. Six-month sales of the Perfusion Imaging business unit were approximately 6% down on the previous year. Disposables sales (i.e. of the diagnostic agent ICG) were lower here as a consequence of cyclical shifts in orders from major distributors.
Q2 Q2 Change HY 1 HY 1 Change
Business Unit 2014 2013 Q2 2014 2013 HY 1
KEUR KEUR 2014 - 2013 KEUR KEUR 2014 - 2013
Critical Care Monitors 1.543 1.608 -4% 3.208 3.432 -7% Disposables 5.831 5.662 3% 11.501 11.461 0% Subtotal 7.374 7.269 1% 14.709 14.892 -1% Perfusion Monitors 54 61 -11% 59 123 -52% Disposables 1.734 1.750 -1% 3.348 3.518 -5% Subtotal 1.788 1.811 -1% 3.407 3.641 -6% Total 9.161 9.080 1% 18.116 18.534 -2%
Sales by region
Sales in the DACH region in the first six months of 2014 were 2 % up on the previous year. The Western Europe region excluding DACH also recorded a moderate six-month sales growth of 1 %. Good performances were reported for the BeNeLux countries as well as for Italy and Spain.
Six-month sales in the Eastern European region rose by 10 % compared to the previous year. Good progress in this region was reported by our company in Poland. Sales in the USA were a disappointing 25 % lower than one year earlier and therefore well below expectations. Most of this drop can be put down a cyclical shift in orders from one distributor which sells our Perfusion Imaging products. At the same time, sales of Critical Care products also fell short of expectations, a development we expect to see reversed in the second half of the year when momentum should build up with the addition of new selling partners.
Business in Japan suffered a real slump during the six-month period under report, with PULSION’s sales partner in this region cutting back investments in monitors. Due to the reduction in inventories of disposables held by the sales partner concerned during the first half of the year, we expect the figures to recover slightly by the year-end.
The Latin American market grew sharply again in the second quarter 2014, with PULSION able to post growth of 288 % compared to the previous year. Good contributions to this performance were made by distributors in this region, in particular in Chile and Columbia.
Six-month sales generated in emerging markets – defined as the last three regions in the table above – showed 3 % growth compared to the previous year. Lower levels of business in the Asia-Pacific and ROW regions were offset by the rise in sale revenue
Q2 Q2 Change HY 1 HY 1 Change
Region 2014 2013 Q2 2014 2013 HY 1
KEUR KEUR 2014 - 2013 KEUR KEUR 2014 - 2013
DACH* 4.101 3.697 11% 7.837 7.704 2% Western Europe (ex DACH) 3.037 2.938 3% 6.008 5.961 1% Eastern Europe 342 318 8% 578 525 10% USA 736 1.137 -35% 1.365 1.829 -25% Japan 25 61 -60% 57 316 -82% Latin America 104 42 148% 275 71 288%
Asia Pacific (ex Japan) 752 822 -8% 1.882 2.002 -6%
ROW** 64 64 0% 114 126 -10%
Total 9.161 9.079 1% 18.116 18.534 -2%
* Germany, Austria, Switzerland ** Rest of World
generated in Latin America. Overall, some 12.5 % of total sales in the first half of 2014 were generated in emerging markets.
Sales channels
Direct business, which comprises our wholly-owned subsidiaries in Europe (including
Turkey) and the USA, was able to match the previous year's sales level for the corresponding six-month period.
Overall, business via the joint ventures was slightly down.
Sales generated with distributors fell by 9 %, as we were unable to repeat the previous year's positive performance. The decrease in the first six months of 2014 was mainly due to lower sales to distributors in Eastern Europe and Japan.
Monitor utilization level
It is well known that PULSION SE’s business model is based on the razor/razor blade approach. Our aim is to continuously increase sales of our disposable products by expanding the installed base of monitors and encouraging more intensive use of those monitors.
In keeping with the reporting standard normally used in the medical technology field, the number of monitors placed comprises all placements made in the last seven years, since this corresponds to the expected useful life of a monitor. In the case of disposables, we have only taken PiCCO catheters into account, and for these purposes estimated the proportion used with our own monitors.
a) Accumulated PiCCO monitor sales and placements in the past seven years (excluding modules placed with business partners):
• at June 30, 2014 3,836 • at June 30, 2013 4,105
Q2 Q2 Change HY 1 HY 1 Change
Distribution Channel 2014 2013 Q2 2014 2013 HY 1
KEUR KEUR 2014 - 2013 KEUR KEUR 2014 - 2013
Direct 7.210 7.068 2% 13.978 13.992 0% Joint ventures 195 145 34% 302 323 -7% Distributors 1.756 1.867 -6% 3.836 4.219 -9%
b) Disposables per monitor extrapolated to a 12-month period: • at June 30, 2014 23.5
• at June 30, 2013 21.9
The utilization level of our monitors is therefore slightly higher for the first half of 2014. However, the year-on-year increase in annual utilization per monitor (+7.3 %) was not sufficient to compensate for the lower number of monitors placed in the market within the last seven years.
1.2. Earnings
performance
The gross margin for the six-month period was 69.3 % (HY 1 2013: 70.0 %) and therefore lower than our target margin of 70%. The principal reasons for the small shortfall were impairment losses recognized on intangible assets and valuation-related adjustments resulting from the cost of sales method.
Sales and marketing expenses were 5.0 % lower than in the previous year at
KEUR 4,980 (HY 1 2013: KEUR 5,244) and represented 27.5 % of sales (2013: 28.3 %). At KEUR 1,038, six-month development expenses were KEUR 215 higher than in the previous year (KEUR 823). During the period from January to June, KEUR 282 (HY 1 2013: KEUR 474) was capitalized for development work on future products. The R&D
ratio for the period under report was 5.7 % (HY 1 2013: 4.4 %) after capitalization of
development costs and 7.3 % (HY 1 2013: 7.0 %) before capitalization of development costs.
Six-month general and administrative expenses went up marginally from KEUR 1,905 in 2013 to KEUR 1,941 in 2014. Administrative expenses in the first half of 2014 include extraordinary expenses of KEUR 150 arising in conjunction with the acquisition by the Maquet-Getinge-Group. The expense ratio was 10.7 %, compared with 10.3 % one year earlier, and was thus higher than the targeted ratio of 10 %.
Net operational costs (i.e. net of other operating income) for the six-month period
decreased to KEUR 7,951, a drop of KEUR 55 or 0.7 % compared to the previous year's figure of KEUR 8,006.
Six-month EBIT fell to KEUR 4,595, down KEUR 212 compared to the previous year's figure of KEUR 4,807. The EBIT margin for the period was 25.4 %, 0.5 percentage points lower than the 25.9 % reported one year earlier. The decrease during the year under report was mainly attributable to lower sales.
The EBIT margin of the Critical Care business unit fell to 23.6 % (HY 1 2013: 26.1 %), whereas the Perfusion Imaging business recorded a significantly improved EBIT margin of 33.1 % (HY 1 2013: 25.3 %), albeit mostly due to one-time regulatory expenses incurred in the previous year.
Group net profit for the first half of 2014 came in at KEUR 2,919, significantly down on
the previous year's corresponding figure of KEUR 4,141. In addition to the impact of the weaker business performance, the post-tax result for the six-month period was also negatively impacted by the derecognition of deferred tax assets (KEUR 835) previously recognized on tax loss carryforwards. The deferred tax assets concerned were derecognized in the first quarter 2014 due to the high degree of probability that the tax loss carryforwards of a foreign subsidiary will lapse as a result of the change in the majority shareholder in conjunction with the takeover by the Getinge Group.
Earnings per share amounted to 35 cents for the six-month period (HY 1 2013: 51
cents). Treasury shares acquired by the Company have not been included in the calculation of the weighted number of shares in issue. For the purposes of the calculation, the average number of shares in issue was 8,242,339.
1.3.
Net assets position
Working capital management
Trade accounts receivable decreased by KEUR 1,701 during the six-month period
since December 31, 2013 from KEUR 7,505 to KEUR 5,804.
The number of days of sales outstanding (DSO) decreased to 57 days (compared to 60 days at December 31, 2013).
Inventories stood at KEUR 6,163, similar to their level at December 31, 2013 of
KEUR 6,185 (June 30, 2013: KEUR 6,788)
Current liabilities decreased by KEUR 1,944 from KEUR 7,265 at December 31, 2013
to KEUR 5,321 at the end of the reporting period, mainly due to lower tax payables (down by KEUR 1,232) and other payables (down by KEUR 857).
Net liquidity
Cash and cash equivalents amounted to KEUR 4,450 at June 30, 2014. Since the Group has no gross financial liabilities at that date, net liquidity – defined as cash funds less bank, financing and lease liabilities – also amounted to KEUR 4,450 at that date. Compared to December 31, 2013, this represented an increase of KEUR 3,409 (compared to June 30, 2013: increase of KEUR 973).
1.4. Financial
position
The Group manages cash flow on the basis of the key performance indicator free cash
flow, i.e. the cash inflow from operating activities less the cash flow resulting from
changes in net current assets and the cash outflow for investing activities – but before acquisitions and share buybacks. Cash flows for the periods under report are disclosed in the notes and commented on below.
Cash flows from operating activities in the first half of the year amounted to
KEUR 2,444, a decrease of KEUR 755 compared to the previous year's figure of KEUR 3,199. The principal factors for the cash-relevant decrease were a KEUR 928 decrease in other provisions (HY 1 2013: decrease of KEUR 99) for advisory and agency fees relating to the acquisition of a majority of the Company’s shares by the Getinge Group and a KEUR 607 decrease in other liabilities (HY Q1 2013: decrease of KEUR 193).
Changes in net working capital resulted in the first six-month period in a cash inflow of KEUR 1,933 compared to a cash outflow of KEUR 831 in the previous year. Measures undertaken to reduce trade accounts receivable contributed KEUR 1,413 to the positive free cash flow.
Overview of change in net current assets (in KEUR):
– Increase in inventories -10
+ Decrease in trade accounts receivable 1,413
+ Increase in trade accounts payable 530
= Cash inflow from change in net current assets 1,933
Cash outflows from investing activities in the first half of the year amounted to
KEUR 768 and were thus slightly lower than one year earlier (KEUR 938), The lower figure reflects reduced six-month capital expenditure on intangible assets (down from KEUR 522 to KEUR 384) and on monitors placed with customers (down from KEUR 512 to KEUR 384).
Six-month free cash flow went up from KEUR 1,430 in the previous year to KEUR 3,609 in the current year, mainly reflecting the change in net current assets.
The EBIT / free cash flow conversion rate for the first half of 2014 finished at 79 % (HY 1 2013: 30 %) and was thus higher than the target rate of 50 %.
2. Personnel
Number of employees
PULSION had an average worldwide workforce of 130 employees in the first half of 2014 (Q 4 2013: 131; Q2 2014: 132 employees).
Employee fluctuation
The employee fluctuation rate is calculated on the basis of the average number of employees during the past 12 months – to the end of the reporting period – and the number of employees leaving the Group during that period (BDA formula: fluctuation rate = departures/average number of employees x 100).
Temporary staff and apprentices are not included for the purposes of calculating the employee fluctuation rate.
At 25 %, the fluctuation rate in the sales field force was significantly higher than in the first half of the previous year (14 %) and in 2013 as a whole (16 %). The main contributory factors behind this development were staff departures in the USA and the UK.
The six-month fluctuation rate in other areas remained at the previous year's very high level of 27 %.
The fluctuation rate for employees who have been with the Group for more than one year remained low at 11 %. The difference to the 26 % reported was caused by employee rotation at the beginning and end of maternity/paternity leave and by employees leaving in the first year.
Overall, the employee fluctuation rate deteriorated sharply (by 4 percentage points) to 26 % compared to the equivalent six-month period in the previous year, and is well above the target rate of "below 20 %" for the year 2014.
Average number of employees Employees leaving Employee fluctuation rate
Field sales force 44 11 25%
Other areas 86 23 27%
3. Research and development
A significant proportion of development capacities in the first half of 2014 was spent in updating documentation and preparing for an audit that is due to take place shortly. The development of a non-invasive procedure for the continual measurement of blood pressure was continued during the first half of the year, with additional development partners incorporated into the project.
4. Risks and opportunities report
For information on risks and opportunities and on PULSION SE's risk management system, reference is made to the Annual Report 2013. The risks and opportunities described in that report have not changed significantly in terms of their nature or probability of occurrence during the first half of 2014.
5. Outlook
From today’s perspective, we forecast a sales growth for the full financial year 2014 in the range of 4 to 6 %. We are working on the basis that distribution agreements for the sale of several of PULSION's product lines in various regions will be concluded in the near future with the Getinge Group, which will make a significant contribution towards achieving sales growth in the second half of the year.
At the level of the operating result, we forecast an EBIT margin – adjusted for exceptional items – within a range of 26 – 28 %.
Feldkirchen, August 12, 2014
Patricio Lacalle
Consolidated Balance Sheet
of PULSION Medical Systems SE as of June 30, 2014
IFRS ASSETS June 30, 2014 Dec. 31, 2013 KEUR KEUR Non-current assets 9.412 10.586
Intangible assets 3.883 3.944
Property, plant, equipment 4.650 4.916
Investment property 71 77
Other non-current assets 30 36
Deferred taxes asset 778 1.613
Current assets 17.449 15.575
Inventories 6.163 6.185
Trade accounts receivable 5.804 7.505
Other current assets 1.032 844
Cash and cash equivalents 4.450 1.041
Total assets 26.861 26.161 IFRS EQUITY AND LIABILITIES June 30, 2014 Dec. 31, 2013
KEUR KEUR
Equity 20.326 17.588
Share capital 8.250 8.250
Additional paid-in capital 2.349 2.550
Treasury shares -70 -415 Other reserves -715 -723 Accumulated profit 10.318 7.736 Minority interests 194 190 Non-current liabilities 1.214 1.308 Provisions 156 156 Other liabilities 142 167
Deferred taxes liabilities 916 985
Current liabilities 5.321 7.265
Provisions 691 1.634
Trade accounts payable 1.621 1.091
Taxes payable 1.074 1.834
Other liabilities 1.935 2.706
Consolidated Income Statement
of PULSION Medical Systems SE for the period from January 1, 2014 to June 30, 2014
IFRS Q2 Q2 HY 1 HY 1 KEUR 2014 2013 2014 2013 Sales 9.161 9.080 18.116 18.534 Cost of sales -2.837 -2.814 -5.565 -5.551 Gross profit 6.324 6.266 12.551 12.983 % of sales 69,0% 69,0% 69,3% 70,0% Sales and marketing expenses -2.400 -2.534 -4.980 -5.244 Research and development expenses -532 -473 -1.038 -823 General and administrative expenses -1.036 -901 -1.941 -1.905 Other operating expenses -403 -166 -463 -311 Other operating income 232 62 471 277
Operating profit 2.185 2.255 4.600 4.977
Exchange losses -43 -174 -110 -252
Exchange gains 57 -24 105 83
Profit before interest and taxes (EBIT) 2.199 2.057 4.595 4.807
% of sales 24,0% 22,7% 25,4% 25,9%
Interest expenses 0 0 0 -2
Interest income 0 14 8 31
Profit before taxes (EBT) 2.199 2.071 4.603 4.837
Income taxes -159 196 -1.684 -696
Group net profit (before minority interests) 2.040 2.267 2.919 4.141
or which attributable to shareholders of the group parent company 2.028 2.326 2.910 4.164 of which attributable to minority interests 13 -59 10 -23
Earnings per share
Undiluted - ordinary operations after taxes (in EUR) 0,25 0,28 0,35 0,51 Diluted - ordinary operations after taxes (in EUR) 0,25 0,28 0,35 0,51 Average number of shares in circulation (undiluted) 8.242.339 8.195.641 8.242.339 8.195.641 Average number of shares in circulation (diluted) 8.242.339 8.218.783 8.242.339 8.218.783
Reconciliation of Result to
total comprehensive income
of PULSION Medical Systems SE for the period from January 1 to June 30, 2014
Statement of Changes in Equity
of PULSION Medical Systems SE as of June 30, 2014
IFRS HY 1 HY 1
KEUR 2014 2013
Group net profit (before minority interests) 2.920 4.141
Income and expenses recognized directly in equity 4 20
Total comprehensive income 2.923 4.161
there attributable to other shareholders 4 -6
there attributable to shareholders of PULSION Medical Systems SE 2.919 4.167
Total comprehensive income 2.923 4.161
IFRS KEUR Sub-scribed captial Additional paid-in capital Treasury shares Other reserves Accumu lated profit Minority interests Total Balances at Jan. 1, 2014 8.250.000 8.250 -415 2.550 -723 7.736 190 17.588 Exchange Differences 0 0 0 0 8 2 -6 4 Groupt net profit 0 0 0 0 0 2.910 10 2.919
Total result for the period 0 0 0 0 8 2.912 4 2.923
Dividends 0 0 0 0 0 -330 0 -330 Employee share options programs 0 0 345 -201 0 0 0 144
Total items directly recognized in equity 0 0 345 -201 0 -330 0 -186 Total 0 0 345 -201 8 2.582 4 2.737 Balance at June 30, 2014 8.250.000 8.250 -70 2.349 -715 10.318 194 20.326
Balances at Jan. 1, 2013 8.900.000 8.900 -4.776 2.391 -732 17.921 134 23.838
Exchange Differences 0 0 0 0 13 -10 17 20 Groupt net profit 0 0 0 0 0 4.164 -23 4.141
Total result for the period 0 0 0 0 13 4.154 -6 4.161
Dividends 0 0 0 0 0 -13.490 0 -13.490 Employee share options programs 0 0 322 172 0 -275 0 219 Other changes in capital reserves 0 0 0 9 0 -9 0 0 Acquisition minority shares 0 0 0 0 0 0 49 49 Aquisition of own shares 0 0 -415 0 0 0 0 -415 Share capital reduction -650.000 -650 4.424 650 0 -4.424 0 0
Total items directly recognized in equity 0 -650 4.331 831 0 -18.198 49 -13.637 Total 0 -650 4.331 831 13 -14.044 43 -9.476 Balance at June 30, 2013 8.250.000 8.250 -445 3.222 -719 3.877 177 14.362
Consolidated Cash Flow Statement
of PULSION Medical Systems SE for the period from January 1 to June 30, 2014
Current activities Q2 - 2014 KEUR Q2 - 2013 KEUR HY 1 2014 KEUR HY 1 2013 KEUR
Group net profit after minority interests 2.027 2.326 2.909 4.164
Minority interests 13 -59 10 -23
Amortization and depreciation of assets 466 489 942 915
Interest expenses 0 0 0 2
Interest income 0 -14 -8 -31
Income taxes 159 -196 1.684 696
Change in tax liabilities 0 1.114 0 929 Decrease/Increase of other assets 76 119 5 -553 Decrease/Increase of other liabilities 0 -47 -607 -193 Decrease/Increase of other and tax provisions 105 -99 -928 -99 Profit/loss from the disposal of assets 91 0 159 27 Decrease/Increase in deferred taxes 0 -835 0 -940
Interests paid 0 0 0 -2
Interests received 8 0 8 14
Taxes paid -2.014 -990 -2.555 -2.218
Taxes received 459 0 675 0
Other non-cash income and expenses 281 278 150 511
Cash flow from operating activities before changes in net
working capital 1.671 2.086 2.444 3.199
Decrease/Increase in inventories 142 -1.234 -10 -1.384 Decrease/Increase of trade accounts receiveables 380 -161 1.413 -331 Decrease/Increase of trade accounts payables -686 641 530 884
Cash flow from changes in net-current assets -164 -754 1.933 -831 Cash flow from operating activities after changes in net working
capital
1.507 1.332 4.377 2.368 Investment activities
Purchase of intangible assets -173 -348 -384 -522 Sale of property, plant and equipment (incl. monitors) 0 0 0 96 Purchase of property, plant and equipment (incl. monitors) -271 -189 -384 -512
Cash flow from investing activities -444 -537 -768 -938
Free cash flow 1.063 795 3.609 1.430
Purchase of minority interests/foundation aff. companies 0 0 0 49 Raise of bank borrowings/financial liabilities 0 1.831 0 1.831 Bank deposit acquistion of treasury shares 0 177 144 181 Acquisition of treasury shares 0 0 0 -415 Dividends -330 -13.490 -330 -13.490
Cash flow from financing activities -330 -11.482 -186 -11.844 Net change in cash and cash equivalents 733 -10.687 3.423 -10.414
Cash funds at the beginning of the period 3.725 11.660 1.041 11.387 Exchange related variations of cash funds
Cash funds at the end of the period 4.450 973 4.450 973 (Cash funds as stated in the balance sheet)
Selected explanatory disclosures
for the IFRS consolidated financial statements or the reporting period from January 1 to June 30, 2014
1. General
PULSION Medical Systems SE, which has its registered office at 85622 Feldkirchen, Hans-Riedl-Str. 21, Germany, (hereafter also referred to as “PULSION”, “PULSION SE”, “PULSION Group” or the “Company“) was founded in 1990 and has been listed on the Prime Standard of the Frankfurt Stock Exchange since June 2001.
Application for the revocation of admission to the Prime Standard and revocation of admission to the Regulated Market
On May 15, 2014, the Company submitted an application for the revocation of admission of shares to the Prime Standard. The Company has also submitted an application for revocation of admission of shares to the Regulated Market.
The revocation of the admission of shares to the Prime Standard will become valid in accordance when this is notified by the Management Board of the Frankfurt Stock Exchange in the internet (www.deutsche-boerse.com) on September 30, 2014. This revocation will not affect admission to the Regulated Market (General Standard).
The revocation of the admission of shares to the Regulated Market will become valid in accordance when this is notified by the Management Board of the Frankfurt Stock Exchange in the internet (www.deutsche-boerse.com) on December 30, 2014. After that date, it will only be possible to trade shares of PULSION Medical Systems SE on the Regulated Unofficial Market (Freiverkehr).
As of June 30, 2014, the PULSION Group encompasses 12 entities with a total workforce of 130 employees (2013: 124).
The business object is the development, manufacture and sale of systems worldwide to monitor, diagnose and manage the physical parameters of seriously ill and intensive care patients in hospitals. PULSION produces and markets intravenous diagnostics and specific sterile disposable items used to monitor patients.
2. Accounting policies
The unaudited Half-Yearly Financial Report of PULSION Medical Systems SE as of June 30, 2014 complies with currently valid International Financial Reporting Standards (IFRS) issued by the International Accounting Standard Boards (IASB) and with Interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) up to December 31, 2013, without taking account of any changes to those Standards and Interpretations since that date. The same consolidation, accounting, computational methods and estimates have been applied in the Half-Yearly Financial Report to June 30, 2014 as in the Consolidated Financial Statements for the financial year ended December 31, 2013. The Half-Yearly Financial Report has been prepared in accordance with IAS 34 (Interim Financial Reporting). A description of the Group’s accounting policies is provided in the notes to the consolidated financial statements for the financial year 2013 (see Annual Report 2013).
3. Group reporting entity
The group reporting entity is unchanged compared to December 31, 2013. For information relating to the group reporting entity, reference is made to the Annual Report 2013.
4. Notes to the consolidated income statement
Sales decreased year-on-year in both business units for the six-month period.
Operating costs (including other operating income/ expenses) amounted to
KEUR 7,951 in the first six months of the year, KEUR 55 lower than one year earlier. Other operating income in the first half-year period of 2014 comprised mainly reversals of personnel-related provisions.
The expense for income taxes for the six-month period increased by KEUR 988 from KEUR 696 to KEUR 1,684. Following the acquisition of a majority of the shares of the
Q2 Q2 Change HY 1 HY 1 Change
Business Unit 2014 2013 Q2 2014 2013 HY 1
KEUR KEUR 2014 - 2013 KEUR KEUR 2014 - 2013
Critical Care Monitors 1.543 1.608 -4% 3.208 3.432 -7% Disposables 5.831 5.662 3% 11.501 11.461 0% Subtotal 7.374 7.269 1% 14.709 14.892 -1% Perfusion Monitors 54 61 -11% 59 123 -52% Disposables 1.734 1.750 -1% 3.348 3.518 -5% Subtotal 1.788 1.811 -1% 3.407 3.641 -6% Total 9.161 9.080 1% 18.116 18.534 -2%
Company by the Getinge Group during the first quarter, deferred tax assets totaling KEUR 835 were derecognized with income statement effect due to the high degree of probability that tax loss carryforwards of a foreign subsidiary will lapse.
5. Notes to the consolidated balance sheet
Intangible assets comprise approvals, patents, capitalized product development costs,
software and goodwill. Development costs totaling KEUR 282 were recognized as assets in the six-month period (HY 1 2013: KEUR 474).
Capital expenditure on property, plant and equipment relates primarily to monitors loaned out to customers and used for trial purposes.
Deferred tax assets decreased by KEUR 835 due to the derecognition of deferred tax
assets on tax loss carryforwards, based on management's assessment at the end of the reporting period that tax loss carryforwards of one of the Group's foreign companies will lapse due to the change in the majority shareholder. Based on management's assessment, the remainder of the deferred tax assets (KEUR 778) carried at the end of the reporting period relating to tax loss carryforwards is not affected by the change in the majority shareholder.
Inventories comprise the following at June 30, 2014:
Within equity, the negative amount reported for treasury shares decreased by KEUR 345 due to the exercising in the first half of 2014 of the 30,900 stock options outstanding as of December 31, 2013 (at their original acquisition cost). Additional paid-in capital decreased at the exercise date by the amount of the repurchase value of the treasury shares less the option exercise price (KEUR 201).
Current provisions totaled KEUR 691 at June 30, 2014 (December 31, 2013: KEUR
1,634).
Inventories 30. Jun. 2014 Dec. 31, 2013
KEUR KEUR
Raw materials and supplies 2.942 2.937
Work in progress 342 126
Finished goods and goods for resale 2.879 3.122
6. Segment information
PULSION reports pursuant to IFRS 8 on two operating segments: the Critical Care business unit and the Perfusion Imaging business unit. Segments are identified on the basis of PULSION's internal reporting following the management approach. The key performance measures for the Group's operating segments are sales and profit before interest and tax (EBIT).
A description of the identification of segments and further information relating to segment income and expenses is provided in the Annual Report 2013.
There have been no changes in the segment structure during the first half of 2014.
Segment information at June 30, 2014 is analyzed as follows:
Q2 2014 HY 1 2014
KEUR Critical Care
Perfusion
Imaging Group Critical Care
Perfusion Imaging Group Total sales 7.373 1.789 9.162 14.709 3.408 18.117 Cost of sales -2.149 -688 -2.837 -4.354 -1.211 -5.565 Gross profit 5.224 1.101 6.325 10.355 2.197 12.552 % of sales 71% 62% 69% 72% 64% 70% Operating expenses
- Selling and marketing expenses -2.063 -337 -2.400 -4.400 -580 -4.980 - Research and development expenses -436 -96 -532 -844 -194 -1038 - General and administrative expenses -869 -167 -1036 -1647 -294 -1941 Other operating expenses -403 0 -403 -463 0 -463 Other operating income 232 -1 231 471 0 471 Exchange gains/losses 14 -1 13 -5 0 -5
EBIT (Profit before interest and taxes) 1.700 499 2.200 3.467 1.129 4.595
Segment information at June 30, 2013 is analyzed as follows:
There has been no significant change in segment assets during the first half of 2014.
7. Stock option programs
All stock options relating to stock option programs previously in place expired or were exercised by June 30, 2014.
8. Treasury shares
The Company holds 5,086 treasury shares at the end of the reporting period. During the first half of 2014, 30,900 treasury shares were used in conjunction with the exercise of stock option rights.
Q2 2013 HY 1 2013
KEUR Critical Care
Perfusion
Imaging Group Critical Care
Perfusion Imaging Group Total sales 7.269 1.811 9.080 14.893 3.641 18.534 Cost of sales -2.047 -767 -2.814 -4.122 -1.429 -5.551 Gross profit 5.222 1.044 6.266 10.771 2.212 12.983 % of sales 72% 58% 69% 72% 61% 70% Operating expenses
- Selling and marketing expenses -2.096 -438 -2.534 -4.501 -743 -5.244 - Research and development expenses -312 -161 -473 -559 -264 -823 - General and administrative expenses -788 -113 -901 -1622 -283 -1905 Other operating expenses -166 0 -166 -311 0 -311 Other operating income 62 0 62 277 0 277 Exchange gains/losses -198 0 -198 -169 0 -169
EBIT (Profit before interest and taxes) 1.725 331 2.057 3.886 921 4.807 % of sales 23,7% 18,3% 22,7% 26,1% 25,3% 25,9%
9. Earnings per share
Earnings per share are calculated in accordance with IAS 33 on the basis of consolidated earnings for the first three months and the weighted average number of shares and exercisable option rights in circulation during the reporting period.
10.
Dividends
The dividend of EUR 0.04 per share (or KEUR 330 in total) for the financial year 2013, as proposed by the Administrative Board and Executive Director was resolved following approval by the shareholders at the Company's Annual General Meeting on May 15, 2014.
11. Events after the end of the reporting period
On July 3, 2014, the Administrative Board of PULSION Medical Systems SE approved the conclusion of a Control and Profit and Loss Transfer Agreement pursuant to §§ 291 et seq. of the German Stock Corporation Act (AktG) between PULSION Medical Systems SE – as the controlled entity – and MAQUET Medical Systems AG, an indirect investee entity of Getinge AB, Sweden) – as the controlling entity. MAQUET Medical Systems AG currently holds 78.26% of the shares of PULSION Medical Systems SE (including treasury shares held by PULSION, which account for 0.06% of the Company's share capital).
The Control and Profit and Loss Agreement requires the approval of the shareholders of both the Company and MAQUET Medical Systems AG. An Extraordinary General Meeting of PULSION Medical Systems SE is planned to be held in Munich on August 14, 2014.
HY 1 2014 HY 1 2013
Weighted average number of shares
(undiluted) Number 8.242.339 8.195.641
Dilutive effect of options Number 0 23.142
Weighted average number of shares
(diluted) Number 8.242.339 8.218.783
Group net profit (after minority interests) KEUR 2.919 4.164
Earnings per share (undiluted) EUR 0,35 0,51
In this agreement, MAQUET Medical Systems AG has made an offer to acquire the shares of the minority shareholders of PULSION Medical Systems SE in return for a cash compensation (pursuant to § 305 AktG) amounting to EUR 17.03 per share. The cash compensation amount corresponds to the weighted average price of the PULSION share – as determined by the Federal Agency for the Supervision of Financial Services (BaFin) – during the relevant three-month period, including February 17, 2014. On that date, MAQUET Medical Systems AG gave notice that the minimum acceptance threshold had been reached and that it intended to conclude a Control and Profit and Loss Agreement with PULSION Medical Systems SE. The stock exchange price relevant for the cash compensation amount is higher than the value per share determined in an independent valuation of PULSION Medical Systems SE's share performed by KPMG AG Wirtschaftsprüfungsgesellschaft in accordance with IDW S 1 and slightly higher than the price offered in conjunction with the public takeover bid made by MAQUET Medical Systems AG.
The Control and Profit and Loss Agreement also envisages an annual settlement payment for the outstanding shareholders of PULSION Medical Systems SE pursuant to § 304 AktG amounting to EUR 1.02 gross (EUR 0.86 net based on the current rate of tax) per share.
12. Takeover offer of the Getinge Group
MAQUET Medical Systems AG (formerly: Alsterhöhe 1. V V AG, hereafter: "MAQUET") published its decision on December 4, 2013 to make an offer to the shareholders of PULSION Medical Systems SE (“PULSION shareholders”), under a voluntary public takeover bid pursuant to § 10 (1) in conjunction with §§ 29, 34 of the German Securities Acquisition and Takeover Act (“WpÜG”), to acquire all shares of PULSION Medical Systems SE (“PULSION shares”) (“Takeover offer”). MAQUET is part of the Swedish Getinge Group, managed by Getinge AB, which is listed on the Stockholm Stock Exchange. The takeover offer, published by MAQUET on January 14, 2014, included an offer to purchase all no-par bearer shares of PULSION Medical Systems SE at a price of EUR 16.90 per share. At the time of approval of the Annual Report, all conditions attached to the purchase offer by the Getinge Group had been fulfilled and 78.55 % of shares transferred by the end of the acceptance period.
13. Understanding with respect to the conclusion of a
Control and Profit and Loss Transfer Agreement
between MAQUET Medical Systems AG and PULSION
Medical Systems SE; downlisting
The management board of MAQUET Medical Systems AG – with the approval of that entity’s supervisory Board – and the Administrative Board of PULSION Medical Systems SE resolved on May 15, 2014 to negotiate and conclude a Control and Profit and Loss Transfer Agreement between MAQUET (as controlling entity) and PULSION (as controlled entity). An offer was made on July 3, 2014 to the outstanding shareholders of PULSION to acquire their shares in return for cash compensation and to make a settlement payment during the term of the agreement. In order to become valid, the agreement requires – among other things – to be approved by the shareholders of both entities.
In addition, the Administrative Board of PULSION Medical Systems SE has resolved to apply to the Management Board of the Frankfurter Stock Exchange for revocation of admission to the Regulated Market ("downlisting"). Once admission to the Regulated Market has been revoked, it will only be possible to trade shares of PULSION Medical Systems SE on the Regulated Unofficial Market.
14. Related
parties
The parent company is PULSION Medical Systems SE, based in Feldkirchen, Germany. Transactions between PULSION SE and its subsidiaries that are also related parties are eliminated on consolidation. These transactions are not commented on in this note on related parties. Transactions with related parties are charged on the basis of arm’s length principles.
In accordance with IAS 24, the Group also reports all transactions between it and its related parties (including family members). Executive Directors and members of the Administrative Board (and their relatives) have been defined as related parties.
Shares held by Executive Directors and Administrative Board
The Administrative Board, of which the Executive Director is also a member, does not hold any shares in the Company at the end of the reporting period.
15. Contingent assets and liabilities
There were no contingent assets or liabilities at the balance sheet date.
Feldkirchen, August 12, 2014 PULSION Medical Systems SE
Patricio Lacalle Executive Director/ CEO
Shares Options Shares Options
Executive Directors 0 0 81.000 0 25.000
thereof Patricio Lacalle 0 0 81.000 0 25.000
Responsibility Statement by the Executive Director
To the best of our knowledge, and in accordance with the applicable principles for interim financial reporting, the Interim Group Financial Statements, together with the accounting records, give a true and fair view of the net assets, financial position and results of operation of the Group, and the Interim Group Management Report includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal opportunities and risks associated with the expected development of the Group for the remaining months of the financial year.
Feldkirchen, August 12, 2014 PULSION Medical Systems SE
Patricio Lacalle
Contacts & Timetable
Contacts
Ralph Schäfer
Investor Relations Tel: +49 89 – 45 99 14-211
E-Mail: investor@PULSION.com
Important dates for our investors in 2014:
Extraordinary General Meeting August 14, 2014
Based on its application to the Frankfurter Stock Exchange for revocation of admission of its shares to the Prime Standard, the Company assumes that – in the absence of requirements for interim reporting on the Regulated Unofficial Market – it will not be required to publish an interim report for the third quarter 2014.
This Half-Yearly Financial Report contains certain forward-looking statements.
These forward-looking statements represent the judgment of PULSION Medical Systems SE at the date of publication of the Interim Financial Report.
The actual results achieved by PULSION Medical Systems SE may diverge significantly from the comments made in the forward-looking statements.
PULSION Medical Systems SE disclaims any obligation to update any of these forward-looking statements.