Contributing to saving lives!

Transcription

1 Contributing to saving lives!

2 Key Figures Amounts in thousands EUR CAGR (%) Sales 30,413 32,361 30,682 17, % Gross profit 18,384 18,734 17,863 9, % Gross profit (in %) 60.4% 57.9% 58.2% 55.0% EBITDA 7,528 6,554 7,200 3, % EBITDA margin (in %) 24.8% 20.3% 23.5% 22.6% EBIT 4,983 4,167 5,350 2, % EBIT margin (in %) 16.4% 12.9% 17.4% 13.9% Net income 1,462 4,322 4,405-2,681 na Net margin (in %) 4.8% 13.4% 14.4% -15.6% Research & Development expenses 1, , % Equity 39,073 37,612 33,430 29, % Cash 3,117 5,153 9,605 2, % Financial dept 6,957 9,598 12,822 12, % Net debt (cash) position 3,840 4,445 3,217 10,637 Gearing ratio 17.8% 25.5% 38.4% 44,5% Total assets 58,104 59,930 66,322 55, % Share price at December % Number of shares at December 31 17,554,354 17,554,354 17,554,354 17,554, % Market capitalization 46,519 53,541 64,951 43, % Enterprise value 50,359 57,986 68,168 53, % Earnings per share EPS (in EUR/share) Book value per share (in EUR/share) % Price/Earnings ratio Price/Book value EV/EBITDA Employees as of December % 2

3 Content About Eckert & Ziegler BEBIG... 4 Letter from the Managing Directors... 5 Share and Shareholders... 8 Management & Financial Report Board of Director s Management Report Statutory Auditor s Report Financial Statements Reporting Rules Notes to the Financial Statements Extracts Non-Consolidated or Statutory Financial Statements Corporate Governance Statement Financial Calendar Contact

4 About Eckert & Ziegler BEBIG Eckert & Ziegler BEBIG, incorporated in 1996, is a European-based company active in the medical device segment of the health care industry. Eckert & Ziegler BEBIG s core business is the treatment of cancer using brachytherapy, a special form of radiation therapy. Eckert & Ziegler BEBIG is a leader in brachytherapy in Europe. The company headquarters are in Belgium, with a production facility in Germany and subsidiaries throughout Europe and in India. In addition, Eckert & Ziegler BEBIG has a worldwide network of distributors and agents to support the international marketing of its product line. The company s products and equipment are intended for use by oncologists, radiologists, urologists, and medical physicists. Eckert & Ziegler BEBIG employs more than 150 people. The company has been listed on the NYSE Euronext stock exchange since April 1997 (Euronext: EZBG; Reuters: EZBG.BR; Bloomberg: EZBG:BB). 4

5 Letter from the Managing Directors Dear Shareholders, Partners, Patients and Employees, The uncertainties of the ongoing debt crisis have also left their mark on Eckert und Ziegler BEBIG. Therefore, the dynamic growth rate seen in recent years has been reduced, due primarily to the lower contribution from a project in Russia. Nevertheless, in fiscal year 2011, we continued to grow organically in the recurrent business. This circumstance is especially attributable to above-average growth rates in the area of temporary brachytherapy, although even here occasional project delays negatively affected the result. Compared to the same period last year and also in geographic terms, sales continued to rise outside Europe especially in Latin America. In addition, we were able to impede the competition s dominance in temporary brachytherapy in some industrial countries, such as Canada and Italy. In the emerging markets, sales increased by 24%, which was stronger than overall organic sales, and currently represents 39% of total sales. The group could increase the gross margin from 57.9% to 60.4% as well as the EBITDA margin and the EBIT margin from 20.3% to 24.8%, respectively from 12.9% to 16.4%. 5

6 The net income amounted to 1.5 million EUR. The corresponding earnings per share were 0.08 EUR. In the previous year, the net income was 4.3 million EUR with earnings per share of 0.25 EUR. The main impact resulted from the tax position. It is the non-cash reevaluation on the tax-deductible losses carried forward; while the evaluation period was reduced. Total equity of the group stood at 39.1 million EUR on December 31, 2011, versus 37.6 million EUR on December 31, The financial crisis in Europe impacted our trade accounts receivables. They have reached 6.4 million EUR in December 2011, versus 4.9 million EUR in December This evoked the trend from public hospitals in South Europe to delay their payments and thus effected our cash position at year end. Cash decreased to 3.1 million EUR at the end of December 2011, versus 5.2 million EUR beginning December The equity to assets ratio stood at 66.7% end of December Nevertheless we could further decrease the borrowing position, due to the scheduled reimbursement of loans, while no new loans were taken in the course of the financial year despite the above mentioned payment behavior and the acquisiton of sonotech GmbH. Eckert & Ziegler BEBIG began the 2011 fiscal year with the market launch of the newly-developed MultiSource tumor radiation device. The new system, which was received positively by our customers, also contributed strongly to our growth in the area of temporary brachytherapy. The new system coupled with the new version of the planning software HDRplus 3.0, further enabled us to introduce innovative products to the market. At the beginning of 2011, we filed a lawsuit against Core Oncology, Inc., a US competitor, to rescind a contractual option agreement we had previously concluded with the company. In November 2009, Eckert & Ziegler BEBIG had acquired, inter alia, a takeover option, and had made available to Core Oncology a short-term loan of 2 million USD. We do not expect a verdict in this case before the end of this year. Unfortunately, our continued efforts to enter the US market were thwarted when our takeover bid for Theragenics Corporation was rejected by its board of directors. Due to the lack of evidence that the additional effort of a hostile takeover would be justified by the risk-adjusted business value of the target, we determined not to increase, or to continue to pursue, our offer to acquire Theragenics. With the corporate name change from IBt s.a. to Eckert & Ziegler BEBIG s.a., which was executed midyear, we expect to benefit from the Eckert und Ziegler trade name, which is well-positioned as a strong global brand. The economic challenges facing several industrial countries have led to additional downward pressure on costs in healthcare systems worldwide. This has had direct consequences for the medical technology market especially in Europe, because healthcare expenditures in most European countries are borne partly by the public sector. As life expectancy continues to increase in the developing world, the probability of developing cancer also increases. At the same time, many developing countries are allocating considerable public resources toward developing a healthcare infrastructure to reduce the large gap in healthcare vis-à-vis the standards of the World Health Organization. 6

7 Although current demographic trends in healthcare systems across the globe pose many challenges, they also offer a host of new opportunities, and Eckert und Ziegler BEBIG s.a. is well-positioned to take advantage of them. The highest priority is the expansion of our regional presence in the rapidly growing emerging markets to maintain our leading market position in brachytherapy. With the setup of a subsidiary in Brazil along with the recent authorization to sell the MultiSource tumor radiation device in China, we are one step closer toward achieving this goal. In Europe, we want to secure our market leadership in permanent brachytherapy, and a substantial number of measures have already been undertaken. For example, we have expanded of our product range, which will enable us to offer doctors even more individualized treatment solutions for their patients. The acquisition of sonotech, a software company, will enable us to offer the users a completely integrated solution, which will bring us another step closer to achieving our goal. Eckert & Ziegler BEBIG is well prepared to face the challenging times ahead strategically, operationally, financially and most importantly, with our talented and dedicated employees, whom we would like to thank formally. Our thanks also go to the Board of Directors for the exceptional collaboration. Special thanks as well to Dr. Gunnar Mann, who helped to develop the company over more than a decade. In the future he will dedicate himself to other tasks in the Eckert & Ziegler Group. Finally, we would like to extend our gratitude to our fellow shareholders for their continued trust and confidence in us. We pledge to continue our commitment to excellence. Dr. Edgar Löffler Managing Director Abel Luzuriaga Managing Director 7

8 Share and Shareholders Eckert & Ziegler BEBIG is a public limited liability company ( naamloze vennootschap / société anonyme ) within the meaning of article 438 of the Belgian Company Code. It has offered its shares to the public and is registered with the Financial Services and Markets Authority in Belgium ( FSMA ). The company was incorporated on February 15, 1996, under the name International Brachytherapy s.a., in short IBt and changed its name to Eckert & Ziegler BEBIG at the General Assembly on June 6, 2011 for an open-ended period and may be dissolved by decision of the General Meeting voting as for changes to statutes. The Eckert & Ziegler BEBIG Share Eckert & Ziegler BEBIG Share Price All shares are listed on NYSE Euronext - Brussels. Ticker symbols used are: Euronext EZBG; Reuters: EZBG.BR; Bloomberg: EZBG:BB. During the year 2011, the EZBG share price decreased by 9.25% to close at 2.65 EUR on December 31, 2011 versus 3.05 EUR a year earlier. The volume of shares traded daily decreased significantly by 45%, going from 9,396 shares traded daily in 2010 to 5,181 shares traded daily in In relative terms, the Eckert & Ziegler BEBIG share performance was better than the indexes of references: the BEL Small decreased by 13% in 2011, the BEL 20 decreased by 20.8% over the same period. The market capitalization of the group ended the year 2011 at 46.5 million EUR. As the free float is limited to 17.42% it might result to higher volatility of the share price. Stock market data Minimum price (in EUR) Maximum price (in EUR) Closing price, December 31 (in EUR) Number of Shares, December 31 17,554,354 17,554,354 17,554,354 17,554,354 10,804,354 Market Capitalization (in million EUR)

9 Brief History of public offerings The Eckert & Ziegler BEBIG share was first introduced on the market in April 1997 (IPO offer of 6.2 million EUR-shares issued at 2.48 EUR per share, post split). In August 1998, shares were split in a ratio to 10 new shares for one share. In January 1998, the company launched a public offering of corporate bonds, raising 12.3 million EUR, through the issuance of a zero coupon five year convertible bond. The conversion ratio allowed converting bonds in exchange for shares, at regular intervals over a period of five years. Over this period, in excess of 98% of these bonds were converted by their holders into shares at a price of 4.39 EUR per share. No public offering of Eckert & Ziegler BEBIG shares has been made since Eckert & Ziegler BEBIG Share in 2011 versus indexes 10% 5% 0% -5% -10% -15% -20% -25% -30% -35% -40% -45% -50% -55% -60% -65% 3-Jan 3-Feb 3-Mar 3-Apr 3-May 3-Jun 3-Jul 3-Aug 3-Sep 3-Oct 3-Nov 3-Dec EZBG BEL 20 BEL SMALL 9

10 Structure of the capital Regular Shares The Eckert & Ziegler BEBIG capital amounts to 10,879, EUR and is represented by 17,554,354 regular shares, without any nominal value, each representing 1/17,554,354th of the capital. Pursuant to the Belgian Company Code, the Board may be authorized by the shareholders, during a five (5)-year period, to increase the capital up to a defined amount and within certain limits. To that effect, the General Assembly authorized the Board for a period of respectively five years and three years in case of a takeover bid to make use of the authorized capital amounting to 10,879, EUR. The Board is further authorized when making use of the authorized capital to limit or cancel the preferential subscription rights of the shareholders, provided that certain legal requirements are met. On December 31, 2011, the balance of the authorized capital available stood at this same level. The Board may propose the cancellation of the Eckert & Ziegler BEBIG shares to the shareholders meeting leading to a reduction of the capital. Pursuant to the Belgian Company Code, the shareholders may authorize the company and its subsidiaries to acquire the shares of Eckert & Ziegler BEBIG up to a maximum of 10%. No such authorization is currently in place. Beneficiary Shares As of December 31, 2011, there were 5,000,000 Beneficiary Shares A and 25,000 Beneficiary Shares B in existence. The associated rights differ materially. They are both nominative. Beneficiary Shares A The Beneficiary Shares A are owned by Eckert & Ziegler AG. The Beneficiary Shares A convey the right to one vote per beneficiary share at the General Assembly of Shareholders (within the limits attached to beneficiary shares as defined by the Belgian Company Code), but they do not entitle their holder to any dividends, to any liquidation surplus should the company be wound up or to any economical benefit. In short and despite their denomination, they could be assimilated to "shares with voting rights attached only". Beneficiary Shares B The Beneficiary Shares B have exactly the same rights as ordinary shares, except for the applicable limitations provided under Belgian law and relating to voting at the General Assembly of Shareholders. They are held since March 24, 2010 by Eckert & Ziegler AG. Warrants Various series of warrants have also been issued since 1996, which either have been exercised or have expired. There is no warrants end of December

11 Transparency Declarations Pursuant to the Belgian law relating to the declaration of significant shareholding, the Articles of Association specify that any shareholder owning voting rights equal to 5% or more of the existing voting rights is obliged to declare such shareholding to the company and to the FSMA (Belgium s financial market regulator). Any rise or fall below the threshold of 5% or any multiple of 5% is subject to the abovementioned declaration. Based on the information made available to the company as of December 31, 2011, the shareholdership of the company is summarized in the table here after. Shareholders of Eckert & Ziegler BEBIG (as of December 31, 2011) Number of Regular Shares Number of Beneficiary Shares Total Number of Shares % of Voting Rights % of Economical Rights Eckert & Ziegler AG 12,653,594 5,025,000 17,765, % 72.58% SRIW 879,899 Free float - Euronext 3,933, , % 5.01% 3,933, % 22.41% Total: 17,554,354 5,025,000 22,579, % % Voting rights Economical rights SRIW; 3.90% Free Float - Euronext; 17.42% SRIW; 5.01% Free Float - Euronext; 22.41% Eckert & Ziegler AG; 78.68% Eckert & Ziegler AG; 72.58% 11

12 Management & Financial Report Content Board of Director s Management Report Key Consolidated Figures Research & Development Risk Management Statutory Items Eckert & Ziegler BEBIG s.a Statutory Auditor s Report Financial Statements Consolidated Statement of Income and Comprehensive Income Consolidated Statement of Cash Flows Consolidated Statement of Shareholders Equity Consolidated Financial Position Reporting Rules Notes to the Financial Statements Preliminary Note Consolidation Scope Notes on the Consolidated Income Sheet Notes on the Consolidated Balance Sheet Financial Risks Analysis Extracts Non Consolidated or Statutory Financial Statements Non Consolidated Statement of Income Non Consolidated Balance Sheet

13 Board of Director s Management Report Approved by the Board of Directors on March 22, 2012 Ladies and Gentlemen, The Board of Directors of Eckert & Ziegler BEBIG is pleased to present and submit for your approval its report on the group s activities for the year ending on December 31, For the third year in a row we have been able to show a net profit, even if the profitability is lower than in 2010, mostly due to the project on the delivery of a production line for permanent implants to Russia, which contributed at significantly higher level to the revenue in 2010 than in For our temporary brachytherapy activities, during the year 2011, we saw a lot of interest for our new MultiSource HDR afterloader and the new version 3.0 of our HDRplus treatment planning software that were launched earlier in One example is the recently installed MultiSource HDR (High Dose Rate) afterloader in the Centro de Control de Cancer LTDA in Bogota, Colombia. The system is the first of its kind installed in South America and it is already used effectively in the treatment of cancer patients. We are the only company offering a HDR afterloader that can be equipped with either an Iridium-192 (Ir- 192) or Cobalt-60 (Co-60) source, as the customer demands. With our proprietary Co-60 MultiSource HDR afterloader, we offer a cost-effective solution in the fight against cancer. Eckert & Ziegler BEBIG has already installed over 180 MultiSource systems worldwide. When used with Co-60, the new MultiSource HDR afterloader reduces operating costs by up to 80% compared to an Ir-192 system. The new HDRplus 3.0 treatment planning software provides its users with functions that considerably simplify and speed up their plan preparation. In addition, new HDR accessories like the Easy Click Transfer Tubes and Flexible Catheter Blind End have been launched recently. They make HDR brachytherapy more comfortable and efficient and allow sophisticated treatments. For our permanent brachytherapy activities, besides always looking for improvements and new developments, it is our aspiration to better fulfill our customers needs. To validate the results of our commitment, we conducted a customer satisfaction survey across Europe in The results are very encouraging: Eckert & Ziegler BEBIG is foremost in customers minds and fulfills customers requirements convincingly. We continued to see a lot of interest in our ophthalmic brachytherapy activities, with revenues for the year 2011 above revenues of Eckert & Ziegler BEBIG is the sole supplier of Ru-106 (Ruthenium 106) ophthalmic plaques: mostly used for the treatment of uveal melanoma, retinoblastoma and melanoma of the iris. 13

14 Main events of the year 2011 Early in the year we appointed Abel Luzuriaga (German-Ecuadorian nationality) as our new Vice President for Sales. In February 2011, we unveiled our new MultiSource HDR (High Dose Rate) afterloader at the International HDR Brachytherapy Meeting in Pattaya, Thailand. We are the only company offering a multiple-source HDR afterloader uniquely suited to the demand in developing countries. With our proprietary Co-60 MultiSource HDR afterloader, we offer a cost-effective solution in the fight against cancer. We also released a new version of the treatment planning HDRplus 3.0 at the ESTRO International Oncology Forum held in London in May The HDRplus is an innovative software program for precise and efficient HDR (High Dose Rate) treatment planning. It provides its users with functions that considerably simplify and speed up their plan preparation. The software delivers an optimized treatment plan and makes the process especially fast, flexible and precise. As the company objective is to go back to the US market, we tried to acquire Theragenics Corporation. However, after continued resistance from Theragenics against any kind of negotiated transaction, Eckert & Ziegler BEBIG Group determined not to continue to pursue its offer to acquire Theragenics Corporation. During our Annual General Assembly, to underline our affiliation with the Eckert & Ziegler Group, one of the world s largest providers of isotope technology for medical, scientific, and industrial purposes, we decided to change our corporate name from International Brachytherapy s.a. to Eckert & Ziegler BEBIG s.a.. Dr. Gunnar Mann stepped down as Eckert & Ziegler BEBIG s Managing Director as he will dedicate himself to other tasks in the Eckert & Ziegler Group in the future. Main events subsequent to the year 2011 Effective January 1, 2012, Abel Luzuriaga was appointed Managing Director of Eckert & Ziegler BEBIG and to the Board of Directors of the company. Together with Dr. Edgar Löffler, the former Vice President of Sales will be responsible for the daily business. Mr. Luzuriaga is a distinguished practical expert who can point to a career of more than 20 years in sales and to successes as Managing Director in the industry. With his international experience, he will help the company to develop new markets in particular in the emerging markets. In February 2012, Eckert & Ziegler BEBIG announced that the Chinese State Food and Drug Administration (SFDA) has approved its MultiSource HDR afterloading system for brachytherapy. The registration of MultiSource in China is a significant opportunity to contribute in future to the patientcentered care in China and to expand activities to this very important market with Eckert & Ziegler BEBIG s well-proven brachytherapy solutions. Compared to Europe, China has high incidences of esophagus and nasopharynx cancer, both of which can be treated with brachytherapy. 14

15 Key Consolidated Figures Comparability It should be mentioned that comparability for the year 2011 versus the year 2010 is limited. The transactions linked to the project in Russia influenced the revenues and the result also in It increased the revenue by 2,549 TEUR vs. 5,096 TEUR in Eliminating these transactions from the total reported revenue, the revenue would have been 27,864 TEUR in 2011 vs. 27,265 TEUR in 2010 showing an increase of 2.2%. The gross profit on sales would be decreased by 2,164 TEUR to 16,222 TEUR in 2011 vs. a decrease of 3,339 TEUR to 15,395 TEUR in 2010, showing an increase of gross profit on sales of 5.4%. The EBIT eliminated by the transactions linked to Russia is calculated to 2,819 TEUR in 2011 vs. 828 TEUR in 2010, showing an increase of 240%. No revenues linked to licenses and rights granted or to services provided to Eckert & Ziegler AG are recognized under the revenue line as they will not occur regularly anymore. Income Statement Sales for the year 2011 reached 30.4 million EUR, compared to 32.4 million EUR in 2010, showing a decrease of 6%. The main components were income generated by the sales of permanent brachytherapy I-125 radiotherapeutic implants as well as income from temporary brachytherapy equipment, i.e. HDR equipment using Co-60 (Cobalt 60) and Ir-192 (Iridium 192) sources (also called afterloaders ). Beside the decrease of total sales, the stable recurring sales of goods and services increased by 6%. Consolidated gross margin reached 18.4 million EUR for the year 2011, versus 18.7 million EUR in 2010, showing a decrease of 1.9%. As a percentage of sales, the gross margin is increased by 2.5% to 60.4%, versus 57.9% in Operating result reached 5.1 million EUR for the whole year 2011, compared to 6.0 million EUR in 2010, showing a decrease of 14%. Earnings before interest and taxes (EBIT) have reached 5 million EUR in 2011, versus 4.2 million EUR in 2010, showing an increase of 20.7%. It should be recalled that the EBIT result of 2010 has suffered a major impairment loss of 1.4 million EUR on a loan granted to Core Oncology Incorporation. Interests showed a net expense of 0.7 million EUR in 2011, versus a charge of 0.6 million EUR in Net profit reached 1.5 million EUR in 2011, compared to the net profit of 4.3 million EUR in The main impact on the tax position is a non-cash reevaluation on the tax-deductible losses carried forward; while the evaluation period was reduced, the value within the period used doesn t change to a major extent. Balance sheet Total equity of the group stood at 39.1 million EUR on December 31, 2011, versus 37.6 million EUR in December 31, Trade accounts receivables have reached 6.4 million EUR in December 2011, versus 4.9 million EUR in December 2010, as we saw a trend from public hospitals to delay their payments. 15

16 Cash amounted to 3.1 million EUR at the end of December 2011, versus 5.2 million EUR in December The equity to assets ratio stood at 66.7% end of December The advanced payments received decreased to 0.4 million EUR versus 2.9 million EUR due to the release of an obligation linked to the project on the delivery of production equipment to Russia. The borrowing position is decreased further in 2011, due to the scheduled reimbursement of loans, while no new loans were taken in the course of the financial year. The other non-current assets increased by 0.6 million EUR to 1.0 million EUR, versus 0.4 million EUR, due to the reclassification of trade receivables to long-term loans granted to important customers. Balanced tax assets and liabilities decreased by 2.8 million EUR to 6.7 million EUR, versus 9.5 million EUR in 2010, due to decrease of the evaluation period used. Research & Development Research & Development is an essential part of Eckert & Ziegler BEBIG activities. During the year 2011, R&D expenditures, on a non-capitalized basis, represented 11.2% of sales. For several years, R&D has been growing in importance, and activities are focused on new products, technology, and applications development. A team of 33 people, representing more than 21% of Eckert & Ziegler BEBIG employees, is working on specific new product and technology development, as well as providing high-level technical support for production and maintenance on some equipment at customers sites. Internally we have expanded our production technologies, so that in the future we will be able to produce more complex and different applicators in-house. Risk Management General Comment Eckert & Ziegler BEBIG, like any other company operating internationally, is exposed to a large number of opportunities, but also to risks that may influence the company s business activities. The associated consequences could affect the company s business significantly, and even the very existence of the group. At the same time, these risks and/or their perception can potentially have a material impact on the evolution of the share price listed on Euronext. The identified risks have been regrouped into a number of categories. For each category, the risk is briefly described together with, when applicable, the estimated impact it may have on the group as a whole, and complemented by a summary of the actions undertaken to anticipate or reduce its effects. This list is not exhaustive, and the order of presentation does not reflect either the degree of seriousness or likelihood of occurrence of these risks. Legal and Regulatory Risks The legal risk is tied to the negative consequences of failure to comply with regulations and/or contractual commitments. The company operates in a highly regulated sector. A multitude of inspections are carried out by independent authorities in different countries, both at product launch and during the commercial 16

17 stages. Obtaining and then renewing licenses for operating production sites and for marketing products involves complex procedures, and outcomes are always uncertain. Intellectual Property Patent Risks The value of the group s activities lies to a considerable extent in its intellectual property portfolio and in the know-how it has accumulated since its creation. The risk that someone challenges its intellectual property rights and/or their potentially insufficient protection should be considered, as well as the cost of defending the same rights. Eckert & Ziegler BEBIG cannot guarantee that the defection of certain employees would not have a negative impact on its intellectual property rights. Strategic Market Risk The company operates today in a highly specific market segment, proposing cancer treatment by brachytherapy through permanent or temporary implantation. The group s entire income is generated from this source. For this reason the company can be considered as acting in one market segment only. The risk is therefore linked to the highly concentrated origin of the recurring income. To reduce this risk, the company has set forth the strategic objective of significantly extending and diversifying the field of application to other types of tumors. Business Risks Overall, the group attempts to manage its business risks by using a range of instruments, such as yearly interviews with technical managers and executives. As far as possible, preventive measures are taken to counter those risks which might damage the company, contingency plans are drawn up, and regular evaluations of these risk factors are organized. These include market surveys, evaluation of scientific literature, analysis of customer complaints, financial control analysis, etc. These reports provide discussion material for the meetings of the Executive Committee, at which significant risks to the earnings of the group are discussed. Personnel Risks In different areas, the group depends on highly specialized or skilled employees. It relies on the expertise and skills of a few particularly well-qualified key individuals. In order to minimize the risk of losing talented personnel, the company strives to create a friendly and supportive atmosphere, adequate compensation, and continuing education opportunities. Despite these measures, the group cannot guarantee that these employees will remain with the company or display the necessary commitment. Financial Risks Financial risks regroup different types of risks, namely: liquidity, foreign exchange, interest rate, and credit risks. The liquidity risk relates to the group s ability to have at its disposal and maintain the financial resources needed for its activities, development, and future expansion. Prudent management of this risk makes it necessary to maintain sufficient liquid funds and borrowing facilities. Acquiring such facilities and maintaining them in place can never be guaranteed. This is even less so in the current context, characterized by a clear tightening of access to credit and the associated conditions. Additionally, when financing through borrowed sources is used, it is critical to ensure that the future cash flows generated by the group will make it possible to safely cover the cash outflows associated with the 17

18 required interest payments and capital reimbursements. In this context, the group is also taking measures to monitor and limit the risks associated with credit and loans by borrowing an amount that is manageable in relation to the group s overall assets. In the area of managing exchange rate and interest rate risks, the company pursues a simultaneously active and conservative policy. Insofar as possible, this entails restricting the volatility of the results to variations in exogenous parameters such as interest rates or prices of foreign currencies. To do this, the associated income and charges are denominated in the same currency wherever and whenever possible. Similarly, debt and its interest burden are denominated in the currency of the income that the financing of the investment made it possible to generate. Options, forward contracts, and swaps are some of the instruments used to implement this risk management policy. Finally, the credit risk is linked to the risk of the client s insolvency or inability to pay. This risk has risen significantly insofar as the company now deals essentially with a broader base of customers and also ventures into emerging markets. Requirement of pre-payments and/or usage of letters of credit make it possible to reduce this risk. Production Risks The production process risk includes the risk of being unable to buy all the raw materials and consumables at the right time and in the necessary quantities. This risk can be reduced by warehousing and by establishing alternative procurement sources, but it can never be eliminated altogether. Also, official licenses and permits are needed for the production and the dispatch of products in many different countries, and Eckert & Ziegler BEBIG can only exert indirect influence when these are issued or renewed. The manufacturing risk relates to the possibility of the occurrence of irreparable damage to the manufacturing lines. This risk is tempered, but not eliminated, by the fact that the manufacturing of implants is achieved with two production lines located in two different buildings. Commercial and Healthcare Reimbursement Risks These are linked, in particular, to the success of individual products and commercial policies, the competitive situation in a particular country, the renewal of distribution contracts, the conditions governing the reimbursement of medical treatment in different countries, etc. In this respect, major sales and revenue risks continue to lie in developing the European market for permanent implants for the treatment of prostate cancer, since it is generating significant portion of the current business of the group. In European countries this treatment method faces the problem that reimbursement by health insurance programs public or private is essential for its economic success. For the sales associated with temporary brachytherapy treatment, sales of radiation systems are still subject to the risk that market penetration in the primary target markets will not take hold as expected or will be delayed due to the high capital expenditures and follow-up costs that these machines represent. As such, these risks cannot of course be covered. Even so, the group takes measures to ensure that no one market or distribution channel comes to represent too large a portion of the group s overall revenue. In this context, the company aims to prevent any one source of revenue from accounting for more than 10% of the total. Additionally, the possibility cannot be excluded that improved processes and efforts on the part of the competition might lead to the loss of important markets, or that development efforts will remain unsuccessful and that new business fields can only be developed too late, or inadequately, or not at all. 18

19 Other Operational Risks Other operational risks are linked to risks relating to information technology, personal health and safety, etc. The group uses insurance to cover all catastrophic hazards in all cases where insurance is compulsory, and also when insurance represents the best economic solution for transferring risk. Reputation Risks The historic performance of Eckert & Ziegler BEBIG, its approach to ethics and governance, its organization, and its responsibility to exercise an abundance of caution in dealing with its customers, the community, and stakeholders contribute to the group s renown. Safeguarding this sound reputation is essential. Statutory Items Eckert & Ziegler BEBIG s.a. Appropriation of the Result The statutory accounts were drawn up in accordance with Belgian accounting legislation. The Board of Directors will propose to the Ordinary General Meeting of June 11, 2012 to approve the non-consolidated accounts closed on December 31, 2011 and which close with a net profit (group share) of 2.2 million EUR. It will also propose to the meeting to approve the deferral of the accumulated loss of 32.6 million EUR. Risk Management The risks incurred at group level are essentially the same as those prevailing at the level of the consolidating parent company (see description above). The Board of Directors, Seneffe, March 22,

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21 21

22 Eckert & Ziegler BEBIG Group Financial Statements Consolidated Statement of Income and Comprehensive Income (Following the cost of sales method ) Amounts in thousands EUR except for per share data Note Sales 1. 30,413 32,361 Cost of sales ,029-13,627 Gross profit on sales 18,384 18,734 Sales and marketing expenses 3. -8,054-8,254 General and administration expenses 4. -5,054-4,880 Research and development expenses 5. -1, Other operating income 8. 1,976 1,628 Other operating expenses Operating result 5,087 5,955 Impairment loss on loans ,404 Result of participations accounted for under equity method Earnings before interest and taxes 4,983 4,167 Interest income Interest expenses Profit before tax 4,299 3,593 Income tax , Net profit (loss) 1,462 4,322 Net profit per share (in EUR) 15. Standard Diluted Average number of shares in circulation (in thousand) 17,554 17,554 Group statement of comprehensive income: Profit for the period 1,462 4,322 Adjustment of balancing item from currency translation of foreign subsidiaries Net income and value adjustments recorded in shareholder equity 1,461 4,182 22

23 Consolidated Statement of Cash Flows Years ended December 31, 2011 and 2010 Amounts in thousands EUR Note Cash flow from operating activities: Profit for the year 1,462 4,322 Adjustments for: Depreciation and amortization 7. 2,545 2,387 Release of deferred income from grants Interest expenses (+) / income (-) Interest paid Interest received Tax expenses (+) / income (-) 2, Tax on earnings paid Expense (+) / income (-) from share option plan 0-78 Unrealized foreign currency gains/ losses Change in long-term provisions, other non-current liabilities Losses on the disposal of non-current assets Others 24 2,781 Change in working capital Receivables -2,191 1,952 Inventories Prepaid expenses, deferred charges and other current assets Trade account payable and other current liabilities ,988-6,673 Cash inflow generated from operating activities 2,123 3,545 Cash flow from investment activities: Additions of intangible non-current assets Additions of tangible non-current assets ,660 Sale of intangible non-current assets Sale of tangible non-current assets Acquisition of consolidated companies ,944 Sale of shareholdings 0 0 Cash outflow from investment activities -1,522-4,747 Cash flow from financing activities: Receipts from take-up of borrowings Disbursement from the repayment of borrowings -2,641-3,884 Cash outflow from financing activities -2,641-3,243 Effect of exchange rates on liquid funds 4-7 Change in liquid funds -2,036-4,452 Liquid funds at the start of the period 5,153 9,605 Liquid funds at the end of the period 3,117 5,153 23

24 Consolidated Statement of Shareholders Equity As of December 31, 2011, 2010 and 2009 Amounts in thousands EUR Capital Issue premium Reserves Translation differences Equity Balance as of December 31, ,875 50,186-27, ,430 Result of the period 4,322 4,322 Deconsolidation Translation differences Capital increase Balance as of December 31, ,875 50,186-23, ,612 Result of the period 1,462 1,462 Deconsolidation Translation differences -1-1 Capital increase Balance as of December 31, ,875 50,186-22, ,073 24

25 Consolidated Financial Position As of December 31, 2011 and 2010 Amounts in thousands EUR Note Assets: Non-current assets Goodwill ,459 24,408 Intangible assets ,362 1,526 Property, facilities and equipment 18. 9,054 9,956 Financial investments reported according to the equity method Deferred tax assets ,065 9,192 Other assets Total non-current assets 43,915 45,590 Current assets Cash and cash equivalents ,117 5,153 Trade accounts receivables ,445 4,867 Inventories 24. 4,112 3,818 Other assets Total current assets 14,189 14,341 Total Assets 58,104 59,930 Equity and liabilities: Shareholders equity 26. Subscribed capital 10,875 10,875 Capital reserves 50,186 50,186 Retained earnings -22,018-23,480 Other reserves Own shares 0 0 Total shareholders equity 39,073 37,612 Non-current liabilities Long-term portion of borrowings and finance lease obligations ,750 6,924 Deferred income from grants and other deferred income Provision 29. 6,281 5,718 Deferred tax liabilities Other non-current liabilities Total non-current liabilities 11,960 12,747 Current liabilities Short-term portion of borrowings and finance lease obligations ,207 2,674 Trade accounts payables 37. 2,649 1,611 Advance payments received 365 2,877 Deferred income from grants and other deferred income Current tax payable Other current liabilities 30. 1,679 1,894 Total current liabilities 7,071 9,571 Total equity and liabilities 58,104 59,930 25

26 Eckert & Ziegler BEBIG Group Reporting Rules Background and principles a. Organization and brief description of business activities Eckert & Ziegler BEBIG s.a. (hereinafter referred to also the company ) is a holding and operating company whose specialized subsidiaries are engaged worldwide in the processing of radioisotopes and the development, manufacture and sale of components based on isotope technology, radiation equipment or of related products (together referred to as Eckert & Ziegler BEBIG, Eckert & Ziegler BEBIG Group or the group ). The main areas of application for group products are in medical technology, particularly in cancer therapy. In this area, the products of Eckert & Ziegler BEBIG Group are primarily aimed at radiation therapists and radiation oncologists. The company operates in a market characterized by rapid technological progress and constant new scientific discoveries. This market is subject to strict supervision by local regulatory authorities. Therefore, the company is directly affected by changes in technology and in products used in cancer treatment, by government regulations related to the industry in which the Eckert & Ziegler BEBIG Group operates, and by the general business environment within the healthcare sector. For a more detailed risk analysis, please refer to the Management Report. b. Reporting principles and legal basis Pursuant to the Royal Decree of December 4, 2003, and European Regulation No. 1725/2003, the consolidated financial statements of the group have been prepared in accordance with the International Financial Reporting Standards (IFRS). All standards have been taken into account, applicable within the EU, defined by the International Accounting Standards Board (IASB), London, as well as the interpretations of the International Financial Committee (IFRIC) and the Standing Interpretations Committee (SIC) in force at the closing date. The financial statement conveys an effective picture of the group s position on its assets, liabilities and earnings. The financial statements are presented in thousands of Euro (TEUR). According to the applicable IFRS standards, the valuation basis used for preparing the financial statements is cost, net realizable value, fair value or recoverable value. Where IFRS standards leave a choice between cost and another valuation basis (such as systematic revaluation), the cost method has been applied. The closing accounting of subsidiaries were done on December 31, 2011, which is the closing date of Eckert & Ziegler BEBIG. The financial statement includes the period from January 1, 2011 until December 31, The profit and loss statement was prepared in accordance with the cost of sales method. Preparing financial statements that are in conformity with IFRS standards requires management to make judgments, estimates and assumptions that affect the application of the policies and the reported amounts of assets, liabilities, income and charges. The estimated and related assumptions are based on the 26

27 experience of the past and on various other factors. The current results can differ from the estimated results. Judgments made by management in applying IFRS, which can significantly impact the financial statements and estimates and which present a major risk of producing significant adjustments in the course of a subsequent accounting period, are set out in the notes below. NEW FINANCIAL REPORTING STANDARDS In the consolidated annual financial report, all standards of the IASB that were mandatory to be used in the EU as of the financial report deadline as well as the applicable IFRIC or SIC were followed. The Executive Board expects no significant effects on future group annual financial reports from the changes to existing standards made by the IASB in the framework of various projects for further development of the IFRS and for the achievement of a convergence with the US-GAAP or from new standards that are to be used only after December 31, Financial reporting standards used for the first time in the current financial year: In the 2011 financial year, the following financial reporting standards and interpretations were used for the first time. None of these new financial reporting standards had a material influence on the assets, financial position and financial performance, or on the earning per share. However, their use can influence the accounting of future transactions or agreements. The changes to evidence and disclosure requirements were considered in the consolidated financial statements, especially in the group profit and loss accounting, total earnings statement and notes. Change to las 1 Presentation of the annual financial report (in the context of the annual revisions of 2010): The changes to IAS 1 clarify that a company can choose between the disclosure of an itemization of the other total earnings in the statement of changes in equity or in the notes. In the current financial year, the group has chosen to disclose the itemization in the notes and showed the other total earnings as a separate line in the statement of changes in equity. The changes to IAS 1 are applied retroactively, and the note disclosure has therefore been adjusted accordingly. Changes to lfrs 3 Business combinations: IFRS 3 was changed in the context of the yearly revisions (2010). The long-applicable right of choice for evaluations of non-controlling shares at the point in time of acquisition is available only for such noncontrolling shares as represent the current ownership share and entitle the owner to an attributable value of the net assets in the case of liquidation. All other non-controlling shares are evaluated at the fair value at the time of acquisition provided another standard does not give another evaluation. Moreover, IFRS 3 was changed to clarify the accounting of share-based remuneration programs that are held by the employees of the acquired company. The changes specifically clarify that share-based remuneration transactions of the acquired company that are not replaced are to be evaluated at the time of acquisition according to IFRS 2 Share-based Remuneration ( market-based value ). Changes affect the classification of certain preemptive rights issued in foreign currency either as equity instruments or as financial liability. Due to the changes to IAS 32, therefore, rights, options or warrants that entitle to the acquisition of a fixed number of equity instruments of the company up to a fixed amount in an arbitrary currency are now to be 27

28 classified as equity instruments, if the company offers them pro rata to all current owners of non-derivative equity instruments of the same class. Before this change to IAS 32, rights, options or warrants that entitle the acquisition of a fixed number equity instruments of the company up to a fixed amount in an arbitrary currency were to be classified as derivatives. The changes require a retroactive application. The application of the changes had no effect on the current or previous financial year. Changes to las 32 Classification of subscription rights: The changes affect the classification of certain subscription rights issued in foreign currency either as equity instruments or as financial liability. Due to the changes to IAS 32, therefore, rights, options or warrants that entitle the acquisition of a fixed number of equity instruments of the company up to a fixed amount in an arbitrary currency are now to be classified as equity instruments if the company offers them pro rata to all current owners of non-derivative equity instruments of the same class. Before this change to IAS 32, rights, options or warrants that entitle to the acquisition of a fixed number equity instruments of the company up to a fixed amount in an arbitrary currency were to be classified as derivatives. The changes require a retroactive application. The application of the changes had no effect on the current or previous financial year, since the group has issued no instruments of this kind. Changes to lfric 14 Advance subscription payments with existing minimum financing requirements: IFRIC 14 deals with the question of under which conditions reimbursements or reductions of future subscription payments are to be considered available in the sense of IAS 19.58; how minimum financing requirements can influence future subscription payments and under which circumstances minimum financing requirements require the recognition of a debt. The changes now allow the recognition of an asset in the form of a minimum financing paid in advance. The application of the changes has no effect on the consolidated annual financial report. Changes to lfric 19 Repayment of financial liabilities with equity instruments: IFRIC 19 regulates the accounting in the case of fulfillment of financial liabilities by disbursement of equity instruments. In particular, the equity instrument would be evaluated according to IFRIC 19 at fair value, and any difference between the book value of the financial liability would be repaid and that repayment would be covered in the profit and loss accounting. The application of IFRIC 19 had no effect on the group in the current financial year and previous periods, since no transactions of this kind were carried out. Published, but not yet applied, financial reporting standards: The following standards and interpretations, the application of which has previously not been required, were not yet applied in the present financial statement. 28

29 Standard Title Required for financial year beginning from: Application planned from: Possible effect on future financial statements: IFRS 7 (revised) IFRS 9 IFRS 10 Statements - Transfer of financial assets Financial instruments Consolidated financial statements July 1, 2011 January 1, 2012 negligible January 1, 2013 January 1, 2013 negligible January 1, 2013 January 1, 2013 undetermined IFRS 11 Joint agreements January 1, 2013 January 1, 2013 undetermined IFRS 12 IFRS 13 IAS 1 (revised) IAS 12 (revised) IAS 19 (2011) IAS 27 (2011) IAS 28 (2011) Statements on disbursements to other companies Assessment of fair value Representation of items of the other joint earnings Deferred taxes - Recovery of the underlying assets Services to employees Separate financial statements Shares of associated companies and joint ventures January 1, 2013 January 1, 2013 undetermined January 1, 2013 January 1, 2013 undetermined July 1, 2012 January 1, 2013 negligible January 1, 2010 January 1, 2010 negligible January 1, 2012 January 1, 2012 undetermined January 1, 2010 January 1, 2010 undetermined January 1, 2013 January 1, 2013 essential The changes to IFRS 7 (Statements Transfer of financial assets) expand the disclosure requirements to transactions that contain the transfers of financial assets. The changes should make the risk exposition more transparent in cases where financial assets are transferred but the transferring party retains a certain degree of risk from the financial assets. With the changes, additional statements are also stipulated if transfers of financial assets do not occur regularly during the financial year. The corporate management expects no significant adaptations to the statements due to the changes to IFRS 7; however, if the group should undertake other types of transfers of financial assets in the future, the statements connected to such transfers could change. IFRS 9 Financial Instruments, published in November 2009, contains new classification and evaluation rules for financial assets. The IFRS 9 revised in October 2010 includes further rules for classification and evaluation of financial liabilities as well as for de-recognition. The central requirements of IFRS 9 are as follows: According to IFRS 9, all financial assets that currently fall in the scope of IAS 39 are subsequently to be valued either as amortized costs or as fair value. Debt instruments held in the context of a business 29

30 model, the goal of which is to consolidate the contractual payment flows and the contractual payment flows of which, excluding interest and clearance payments, appear on the outstanding capital sum, are to be balanced in the following periods as amortized costs. All other instruments must be evaluated at fair value through profit and loss. In October 2010, IFRS 9 (revised) was published; the prescriptions for the classification and evaluation of financial liabilities were integrated into it. A significant change was the assessment of changes in the fair value of financial liabilities (that were designated as being evaluated as affecting net income to the fair value), which is traceable to changes in the inherent credit risk of the company. If a company designates a debt instrument as being evaluated as affecting net income to the fair value, the changes to the fair value that present themselves as changes to the inherent credit risk of the company are to be disclosed in the other income, unless the recognition of changes to the inherent credit risk of the liability in the other income leads to the appearance or exacerbation of a financial disclosure anomaly in the profit or loss. Changes to the fair value on the basis of the change to the inherent credit risk may not be rebooked later in the net profit or loss for the period. IAS 39 now provides for a complete recognition of the changes to the fair value for debut instruments that were designated as affecting the net income to the fair value in profit or loss. IFRS 9 is to be applied for financial years that begin on or before January 1, 2013; an earlier application is permitted. The corporate management assumes that the application of IFRS 9 in the consolidated financial report for financial years that begin on January 1, 2013, will not significantly influence the depiction of financial assets and financial liabilities of the group. In May 2011, the IASB published a packet of five standards that deal with consolidation (IFRS 10), joint agreements (IFRS 11), statements on disbursements to other companies (IFRS 12), with separate financial statements (IAS 27 (2011)) and shares of associated businesses and joint ventures (IAS 28(2011)). The essential requirements of the new standards are as follows: IFRS 10 replaces the rules regarding consolidated financial reports in IAS 27 Consolidated and Separate Financial Statements. SIC-12 Consolidation Single-Purpose Entities is also replaced by IFRS 10. With IFRS 10, the IASB now establishes the management approach as a unified principle. Management exhibits according to IFRS 10 when the following three requirements are cumulatively fulfilled: (a) a company must be able exercise power over the associate companies; (b) variable yields from its associates must be suspended, and (c) the yields must be able to be influenced in amount based on its plenitude of power. The standard further contains detailed guidelines for implementation of complex issues. IFRS 11 replaces IAS 31 Shares of Joint Ventures as well as SIC-13 Jointly Managed Units Nonmonetary Deposits by Partner Companies. IFRS 11 regulates the classification of joint agreements. A joint agreement is defined as a contractual agreement according to which two or more parties exercise joint management of something. Joint management can extend from a joint business activity or a joint venture. Contrary to IAS 31, in IFRS 11 the balancing of jointly controlled assets is no longer addressed 30

31 separately; the rules for joint business activity are applied here. The classification of a joint agreement as joint business activity or as joint venture depends on the rights and responsibilities that accrue to the parties of the agreement. Further, according to IFRS 11, the equity method must be used for the integration of joint ventures, whereas according to IAS 31, either the quote consolidation or the equity method is permissible for jointly managed companies. IFRS 12 is a standard regarding disclosures in notes. It is applicable to companies that are involved in subsidiaries, joint agreements (joint activities or joint ventures), associated companies and/or nonconsolidated structured units. Essentially, the disclosures required in IFRS 12 are significantly more detailed than according to the currently applicable standards. The five new standards are to be applied for financial years beginning on or after January 1, An earlier application is permitted as long as all five standards are applied early. The corporate management assumes that the five standards will be applied for the first time in the consolidated financial reports for the financial year beginning January 1, The application of the five standards can have significant influence on the consolidated financial reports. That said, the corporate management has not yet undertaken a detailed analysis of the effects from the application of the new standards. As a result, a quantification of the extent of the effects has not yet occurred. Unified guidelines with regard to the evaluation of fair value as well as of the associated disclosures are bundled in IFRS 13. The standard defines the concept of fair value, defines a framework for measuring the fair value and prescribes disclosures of evaluation of the fair value. The scope of IFRS 13 is farreaching and includes both financial and non-financial items. IFRS 13 comes into play with certain exceptions whenever another IFRS prescribes or allows the measurement of fair value or whenever disclosures regarding the measurement of fair value are demanded. The disclosure requirements according to IFRS 13 are as a rule more comprehensive than those of the currently applicable standards. For example, the quantitative and qualitative disclosures of the basis of the three-step fair value hierarchy are expanded. These are currently required only for financial instruments according to IFRS 7 Financial Instruments: Disclosures, and are extended by IFRS 13 to total asset values and debts that lie within the scope of the standard. IFRS 13 is to be applied for financial years that begin on or after January 1, 2013; an earlier application is permitted. The corporate management assumes that IFRS 13 will be applied for the first time in the consolidated financial statements for the financial year beginning January 1, The application can have an impact on the value notes in the consolidated financial report and lead to extensive disclosures. In IAS 1 even after the change to the standard the option is reserved to show the profit or loss as well as the remaining other earnings in a single comprehensive income statement (one statement approach) or in two statements that are separate from one another but are to be presented one directly after another (two statement approach). However, additional disclosure requirements regarding other earnings arise 31

32 from the changes to the effect that the items are to be listed in two categories: (a) in items that, in the presence of certain requirements, are itemized in the profit and loss accounting and (b) in items that also in the future are no longer gathered with regard to the income statement. According to the same logic, income taxes arising from the items of the other income are also to be divided. The changes to IAS 1 are to be applied for financial years beginning on or after July 7, The presentation of items of other earnings is adjusted accordingly upon application of the changes in future periods. The changes to IAS 12 contain an exception to the ground principle of IAS 12, according to which the evaluation of active and passive deferred taxes should essentially reflect the fiscal effects, which depends on the method (use or divestment) in which the book value of an asset is realized. In particular, in the case of real estate held as investment properties evaluated at fair value according to IAS 40, it is assumed that this value is realized through divestment so long as a refutation of this assumption is not possible in the concrete, individual case. The changes to IAS 12 are to be applied for financial years beginning on or after January 1, The corporate management assumes that the application of IAS 12 will have no significant effects on the financial report. The revision of IAS 19 changes the handling of service-oriented care plans and services from the occasion of the ending of the work relationship. The most important reform regards the financial depiction of changes to service-oriented obligations and to plan assets. The new rule requires the immediate recognition of changes to the service-oriented obligations and the fair value of the plan assets at the time of their occurrence. The corridor approach possible according to the long-applicable IAS 19 was abolished. Further, an accelerated recognition of past service cost occurs. Total actuarial profit and loss are to be booked immediately in the year of occurrence in the other total income. Thereby, the net pension liability or the net pension asset shows in the balance the full shortage or surplus. The changed IAS 19 is to be applied for financial years beginning on or after January 1, The rules are (apart from exceptions) to be applied retroactively. The corporate management assumes that the changed IAS 19 will find application for the first time in the consolidated financial statements of the business year that begins on January 1, It is further assumed that the application could lead to an adjustment with the service-oriented care plans. That said, the corporate management has not yet undertaken a detailed analysis of the effects of the application of the changes to IAS 19. Therefore, no quantification of the extent of the effects has occurred yet. c. Goodwill Goodwill represents the excess of the aggregate purchase price for an enterprise, or part of one, over the fair value of net assets acquired. 32

33 d. Foreign currency: Conversion of financial statements Transactions Balance sheet item translations The financial statements of subsidiaries prepared in foreign currency and included in the group consolidation are translated into Euro in accordance with IAS 21. As the subsidiaries conduct their business affairs autonomously from an economic and organizational standpoint, the functional currency of the companies included corresponds to their respective national currency. Assets and liabilities are translated at market rates on the balance sheet date. Conversion of the subsidiaries results and financial position Each subsidiary s financial statements are drawn up in its operating currency. The consolidated financial statements are then subsequently prepared and presented in Euro, which is the group s operating currency. The exchange rates used in translating financial items upon consolidation are: Balance sheet items: exchange rate on December 31 Income statement items: arithmetical average exchange rate for the year Equity items: historical exchange rate The resulting translation differences are reported under translation differences in the equity capital. Translation of assets and liabilities denominated in foreign currencies At the end of the financial year, monetary assets and liabilities denominated in foreign currencies are translated at the exchange rates prevailing at the end of the period and the resulting difference, due to the different exchange rate used at the time the entry was made, is accounted for as financial income/expenses in the income statement for the period. Non-monetary assets and liabilities denominated in foreign currencies are translated at the prevailing exchange rate at the transaction date. Non-monetary assets and liabilities denominated in foreign currencies that are estimated at fair value are translated into Euro at the prevailing exchange rate on the date of establishment of such fair value. Gains or losses resulting from transactions using foreign currencies Profits and losses resulting from transactions in foreign currencies are accounted for as financial income/expenses in the income statement for the period. e. Intangible assets Research and Development expenses Research expenses incurred in order to acquire new scientific or technical knowledge and agreements are charged to the income statement when incurred and during the financial period in which they are incurred. Development expenses, as a result of which research results are applied to the planning or design of the production of new or improved products or processes, are accounted for as assets where (1) the product or process is technically and commercially feasible, (2) where there are probable economic benefits, and (3) if Eckert & Ziegler BEBIG Group has sufficient resources to develop them fully. The expenses capitalized in this way are the raw materials costs and direct salary costs. All other development costs are charged to the income statement when they are incurred. Capitalized development expenses are shown 33

34 in the balance sheet at acquisition cost less impairment losses, arising from the yearly assessment of the net present value of intangible assets or triggering events. Amortization is applied on a straight-line basis as a function of the estimated useful life of the asset in question and is calculated from the date that the asset is ready for use. Advertising and promotion expenses These expenses are always charged in full to the income statement of the relevant period. Patents Patents are capitalized at the cost to acquire them and amortized over their legal protection period, with impairment losses recorded if necessary. f. Tangible assets Tangible assets are carried at historical cost less accumulated depreciation and less any applicable impairment losses. Cost includes all directly imputable charges required to render the asset operational for its intended function. Depreciation is applied on a straight-line basis as a function of the estimated useful life of the asset in question and is calculated from the date that the asset is ready for use. At each balance sheet closing date, assets are examined to determine whether their carrying value is recoverable in the form of future benefits. If not, an impairment loss is recorded. Land is not depreciated. Fixed assets that have been lease-financed are recorded according to the useful lifetime period for the asset concerned, regardless of the term of the financial contract. Depreciation periods: Buildings Machinery and equipment Office equipment and tools IT equipment Vehicles 20 years 3 to 10 years 3 years 3 years 5 years g. Leasing If the conditions for a finance lease are satisfied, the leased assets in use are capitalized according to IAS 17 as property, facilities and equipment and depreciated in full over the useful lifetime of asset. At the commencement of the lease term, both the leased asset and the related lease obligation is recorded in the statement of financial positionat an amount equal to the fair value of the leased asset or, if lower, to the present value of the minimum lease payments, each determined at the inception of the lease. 34

35 h. Inventories Inventories are recorded in the balance sheet at production cost. This production cost includes the direct purchasing or the manufacturing costs together with an allocation of overheads incurred in bringing the inventories to their present location or condition. Finished products which can no longer be sold due to radioactive decay are written off. Inventories consist (IAS 2 6) of assets held in order to be sold in the normal course of business, assets in production for such sale and assets in the form of raw materials or supplies to be consumed in the production process. i. Provisions A provision is set up whenever the company has a legal or implicit obligation at balance sheet date resulting from a past event, which will probably engender an outflow of resources, the amount of which can be reliably estimated (IAS 37 14). The amount of the provision is the best possible estimate of the costs and expenditures needed to completely fulfill the obligation, given the probability of the occurrence of the event at the end of the financial period. Provisions for environmental restoration The costs for the demolition and clearance of assets, and also the restoration of the site, are part of acquisition or manufacturing costs under IAS 16, providing the costs have to be provided for under IAS 37. Provisions for environmental restoration are based on statutory and civil obligations to decontaminate radioactively contaminated assets and buildings, to determine by measurement that they are free from contamination and to allow them to be accessible for general use again without danger. Accordingly, the estimate of costs includes labor costs for the demolition of the facilities, costs for the preparation of waste so that it can be decontaminated, costs for the cleaning of rooms and for the disposal of waste by experts, as well as the costs for the disposal and decontamination of radioactive waste. Therefore, only the radioactive waste from the decontamination of assets is taken into account. Waste that arises from normal production is regularly decontaminated and the associated costs are shown as a separate item within cost of goods sold. Under IAS 37, the environmental costs are measured at current value, i.e. under the assumption that this work is carried out by independent contractors. Provisions are established at the present value of the costs expected as of the balance sheet date. Various assumptions underlie the calculation of the restoration obligations, based on estimates. These include estimates on the labor hours, daily rates and expected material costs required. The amount of the provision allows for expected cost increases until the expense is incurred. The value of the obligation is checked on each balance sheet date. In the event of changes to the value, the property, plant and equipment, the provisions are adjusted accordingly. j. Trade receivables and payables Trade and other receivables are recorded at their net present value less valuation allowances. At the end of the accounting period, an estimate of doubtful receivables is made, based on the total amount of unsettled amounts. A value allowance is also recorded in the income statement resulting from the 35

36 difference between the carrying value of the receivable and the estimated net present value of the related future cash flow after appropriate discounting. Trade liabilities are stated at their nominal value with no discounting applied. k. Interest-bearing borrowings Interest-bearing loans are recorded initially at their fair value less related transaction costs. After initial booking, interest-bearing loans are recorded at amortized cost. l. Financial instruments Cash and cash equivalents refer to cash, sight accounts, short-term, highly liquid investments, which do not present any major risk of change in value. Bank loans and overdrafts are accounted for the amount of the net proceeds received. Financial charges, including any settlement or redemption premiums, are charged over the term of the facility. m. Income An income item is recognized once it is probable that the future economic benefits will flow to the company, and providing that these benefits can be reliably evaluated. Revenue Turnover consists only of sales to third parties. It is recognized when the significant risks and rewards attached to the ownership of the goods are transferred to the buyer. Turnover is recorded only when it can be reliably measured and when it is probable that the economic benefits linked to the transaction will be received by the entity. Subsidies and government grants Investment grants are initially recorded as amounts receivable when there is reasonable assurance that they will be received and that the conditions are fulfilled. Subsidies received as compensation for expenses incurred by the company are accounted for as other operating income during the period in which the corresponding expenses are incurred. 36

37 Financial income Financial income consists of the interests received on investments, dividends, gains on the translation of foreign currencies, gains on foreign currency hedging, gains on hedging instruments which are not part of a hedge accounting relationship, and income on financial assets held for transaction purposes. Interest income is recorded when acquired (taking into account the time elapsed and the effective return on the asset), except where doubt exists as to its actual receipt. Dividends are recorded in the income statements on the date at which they are declared. n. Financial Charges Financial charges consist of interests due on borrowings, foreign exchange losses, charges relating to foreign exchange hedging instruments, charges relating to foreign exchange instruments that are not part of a hedge accounting relationship and charges on financial assets held for transaction purposes. All interests and other costs incurred with respect to borrowings or financial transactions are charged to the income statement as financial charges. Interest expenses relating to lease contract payments are recognized in the income statement using the effective interest rate method. o. Fringe benefits These cover all benefits of any kind provided by a company in return for the services rendered by its personnel. Short-term benefits are the various elements making up employee remuneration. They are accounted as expenses under operating result in the income statement. For post-employment benefits, the company has a certain number of defined contribution plans in place and for which contributions are paid to distinct entities. The group is under no obligation to pay additional contributions if the funds do not have sufficient assets to serve all the benefits corresponding to services rendered by personnel during the present and previous accounting periods (IAS 19 7). p. Taxes Income taxes recorded in the income statement are taxes payable and deferred taxes on the taxable profit for the period, calculated by using the tax rates prevailing at the balance sheet closing date. Deferred tax assets are recognized where taxable profits are likely to be realized, against which the deferred tax assets will be imputed. In the same way, the tax assets will be reduced where this probability no longer exists. Deferred tax liabilities are recognized seperatly if they will not be payable against a tax authority where an deferred tax asset exist in an higher or equal amount. q. Consolidation principles Consolidation of investments in subsidiaries is carried out in accordance with IFRS 3 (Business Combinations) under the purchase method. Under this norm, the assets and liabilities acquired are measured at their fair value on the date of purchase. Next, the costs incurred in order to acquire the purchased shares are netted against the proportionate share of the newly valued shareholders equity in the subsidiary. A positive difference resulting from this will be included under intangible assets as goodwill; a negative difference will be included affecting the operating result in the income statement. The initial consolidation is carried out as of the date of purchase. 37

38 All receivables and payables as well as transactions between related entities of the group have been eliminated as part of the consolidation process. r. Participation in joint ventures A joint venture is based on a contractual agreement in which the group and other parties to the contract undertake a business venture under common leadership; this is the case if the strategic financial and business policies pursued as part of the joint venture require the agreement of all parties. Shares in joint ventures are recorded on the balance sheet in accordance with the equity method. The group statement of income and accumulated earnings contains the group s share of earnings and expenses as well as changes in equity of the at-equity interests on the balance sheet. If the group s share in the joint venture s loss exceeds the at-equity share on the balance sheet, the share is written down to zero. Further losses are not recorded unless the group has a contractual obligation or has made payments to the benefit of the joint venture. Unrealized gains or losses from transactions by group companies with the joint venture are eliminated against the value of holdings of the joint venture (maximum losses up to the amount of the value of holdings). Joint venture NanoBrachyTech : In financial year 2009, Eckert & Ziegler BEBIG founded the joint venture NanoBrachyTech together with Santis LLC and the Russian state fund corporation RUSNANO. Eckert & Ziegler BEBIG contributed intangible assets to the joint venture and received a fifteen percent (15%) share in the NanoBrachyTech joint venture in return. s. Forward-looking statements This report contains qualifications as well as forward-looking information and estimates concerning the company s future performance. It can contain words that anticipate the future development. The declarations and estimates are based on various suppositions and assessments of risks, uncertainties and others factors that appeared reasonable at the time they were made but that may or may not turn out to be correct. Events are not predictable and can depend on factors that lie outside the control of the company and that can turn out significantly differently from what had been anticipated. t. Evaluations and estimates For the preparation of group financial statements in compliance with IFRS, it is necessary that estimates and assumptions are made that affect the amount and disclosure of recognized asset values and liabilities, income and expense. Significant assumptions and estimates are made concerning useful life, earnings attainable from intangible assets and property, facilities and equipment, realization of receivables, the recognition and measurement of provisions, the portfolio and realization of deferred tax assets with respect to loss carry-forwards. The assumptions and estimates are based on the available facts. Because of deviations in the development of these general conditions from the assumptions, the amounts included may differ from the original estimates. The sensitivity of book values with respect to assumptions and the estimates that underlie the book values were evaluated by means of sensitivity analyses. In case of a significant effect due to altered estimates, disclosures are made according to IAS

39 Eckert & Ziegler BEBIG Group Notes to the Financial Statements Preliminary Note - Consolidation scope Structure of the group 39