Post on 16-Nov-2018
Contributing to saving lives !
annual repor t 2009
TAKINGOFF !
Contact:
Paul-Emmanuel Goethals
Head of Investor Relations & Communication
Zone Industrielle C
7180 Seneffe (Belgium)
Tel: +32 64 520 808
Fax: +32 64 520 801
E-Mail: ir@ibt-bebig.eu
Website: www.ibt-bebig.eu
Version française disponible sur demande
Contributing to Saving Lives !
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2612202662
Highlights of the year
Message to our Shareholders
IBt Bebig Today
IBt Share and Shareholders
Corporate Gover-nance
Management & Financial Report
Corporate Governance
IBt annual report 2009
Contributing to saving lives !
annual repor t 2009
TAKINGOFF !
Contact:
Paul-Emmanuel Goethals
Head of Investor Relations & Communication
Zone Industrielle C
7180 Seneffe (Belgium)
Tel: +32 64 520 808
Fax: +32 64 520 801
E-Mail: ir@ibt-bebig.eu
Website: www.ibt-bebig.eu
Version française disponible sur demande
Contributing to Saving Lives !
ww
w.c
omfi.
be
2612202662
Highlights of the year
Message to our Shareholders
IBt Bebig Today
IBt Share and Shareholders
Corporate Gover-nance
Management & Financial Report
Corporate Governance
IBt annual report 2009
€ 000 2009 2008 2007 CAGR (%)
Sales 30 682 17 240 8 003 95.8%EBITDA 7 200 3 897 584 251.1% EBITDA margin (%) 23.5% 22.6% 7.3%EBIT 5 350 2 398 -241 na EBIT margin (%) 17.4% 13.9% -3.0%Net income 4 405 -2 681 -8 620 na Net margin (%) 14.4% -15.6% -107.7%Research & Development expenses 1 109 257 0 na
Equity 33 430 29 062 8 073 103.5%Cash 9 605 2 305 3 005 78.8%Financial debt 12 822 12 942 1 412 201.3%Net debt (cash) position 3 217 10 637 -1 593 Gearing ratio 38.4% 44.5% 17.5%Total assets 66 322 55 115 17 810 93.0%
Share price at December 31st. 3.70 2.45 3.17 8.0%Number of shares at December 31st. 17 554 354 17 554 354 10 804 354 27.5%Market capitalization 64 951 43 008 34 250 37.7%Enterprise value 68 168 53 645 32 657 44.5%
Earnings per share EPS (EUR/share) 0.25 -0.15 -0.80Book value per share (EUR/share) 1.90 1.66 0.75 59.6%Price/Earnings ratio 14.74 - -Price/Book value 1.94 1.48 4.24 EV/EBITDA 9.5 13.8 55.9
Employees at December 31st. 155 148 65 54.4%
Key Figures Sales per applications (treatment of cancers)
Employees in 2007-2009Total number of employees per year and Sales per employee (EUR 000)
12%Therapy Accessories & Others
5%Eye
32%Head, Neck, Gynecological
51%Prostate
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Financial Data 2009
Financial Calendar Trading Update 1Q-2010: by mid-May 2010Annual General Meeting: June 7, 2010 (10:30 am)Half-Year Results 2010: by end August 2010 Trading Update 3Q-2010: by mid-November 2010Annual Results 2010: by mid-March 2011
€ 000 2009 2008 2007 CAGR (%)
Sales 30 682 17 240 8 003 95.8%EBITDA 7 200 3 897 584 251.1% EBITDA margin (%) 23.5% 22.6% 7.3%EBIT 5 350 2 398 -241 na EBIT margin (%) 17.4% 13.9% -3.0%Net income 4 405 -2 681 -8 620 na Net margin (%) 14.4% -15.6% -107.7%Research & Development expenses 1 109 257 0 na
Equity 33 430 29 062 8 073 103.5%Cash 9 605 2 305 3 005 78.8%Financial debt 12 822 12 942 1 412 201.3%Net debt (cash) position 3 217 10 637 -1 593 Gearing ratio 38.4% 44.5% 17.5%Total assets 66 322 55 115 17 810 93.0%
Share price at December 31st. 3.70 2.45 3.17 8.0%Number of shares at December 31st. 17 554 354 17 554 354 10 804 354 27.5%Market capitalization 64 951 43 008 34 250 37.7%Enterprise value 68 168 53 645 32 657 44.5%
Earnings per share EPS (EUR/share) 0.25 -0.15 -0.80Book value per share (EUR/share) 1.90 1.66 0.75 59.6%Price/Earnings ratio 14.74 - -Price/Book value 1.94 1.48 4.24 EV/EBITDA 9.5 13.8 55.9
Employees at December 31st. 155 148 65 54.4%
Key Figures Sales per applications (treatment of cancers)
Employees in 2007-2009Total number of employees per year and Sales per employee (EUR 000)
12%Therapy Accessories & Others
5%Eye
32%Head, Neck, Gynecological
51%Prostate
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Financial Data 2009
Financial Calendar Trading Update 1Q-2010: by mid-May 2010Annual General Meeting: June 7, 2010 (10:30 am)Half-Year Results 2010: by end August 2010 Trading Update 3Q-2010: by mid-November 2010Annual Results 2010: by mid-March 2011
IBt Bebig, incorporated in 1996, is a European based group, active in the Active Implantable Medical Devices segment of the Health Care sector.
IBt Bebig’s core business is the treatment of cancer using radiation technology, particularly the treatment of cancer by brachytherapy, a technique which consists of placing a sealed implant containing a minuscule quantity of a radioactive isotope in the body, on either a temporary or on a permanent basis. Depending on the application, the implant can take the shape of a seed , a plaque or a tiny catheter. The precise positioning of the implant allows the cancer cells to be destroyed while sparing the healthy tissues and increasing the patient’s quality of life. Today, brachytherapy procedures are used mostly to treat cancers of the prostate, neck, head and eye, as well as certain gynecological cancers
Products and equipment provided by the group are targeting radiation oncologists, radiologists, urologists and medical physicists.
IBt Bebig employs over 150 people and has entities in Germany, France, United Kingdom, Spain, Italy and India. Its Headquarters is located in Seneffe, Belgium and the company has been listed on the Euronext stock exchange since April 1997 (Reuters : IBTH.BR – Bloomberg : IBTB BB).
Treatment of cancers
EyeProstate Gynecological, Head & Neck
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Highlights of the year
2009, a year of strong Growth
• July 2009: The Christie Hospital in Manchester, UK,
treated its 1000th patient with I-125 (Iodine 125)
implants, one of Europe’s leading cancer centers
with the largest prostate cancer brachytherapy
program in United Kingdom.
• October 2009: 100th Cancer Center in the world
choosing the IBt Bebig temporary brachytherapy
solution MultiSource® HDR Co-60 afterloader. The
installation of the equipment was made at the Vajira
Hospital in Bangkok, Thailand. MultiSource® is now
being in use in more than 20 countries around the
world.
• November 2009: Record attendance at IBt Bebig
International Brachytherapy User Group Meeting
held in Brussels, Belgium. The company gathered
together over 150 people specializing in the field
of temporary or permanent brachytherapy with
Doctors and Professors coming mainly from
Europe, but also from Asia and South America.
Development in Russia
• April 2009: Creation of a Russian joint venture,
NanoBrachyTech, based in Moscow that will focus
on innovative technologies for the treatment of
cancer by brachytherapy in the Russian Federation.
IBt Bebig holds 15% equity stake in the joint
venture.
• June 2009: Signature of two major contracts
with NanoBrachyTech. First contract regarding
the purchase of production assets using the
latest technology developed by IBt Bebig in the
brachytherapy field. The second contract regarding
a technology transfer license and exclusive
distribution agreement.
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Perspective in USA
• December 2009: Strategic Alliance between IBt
Bebig and Core Oncology Inc., California, USA.
The agreement calls for covering initially the cross
marketing of products of both companies and the
definition of mutual R&D programs. As part of
the agreement, IBt Bebig made a two million USD
investment in Core Oncology. Both groups are
investigating the possibilities to collaborate further
together.
• February 2010: The two companies have entered
into discussions about a possible merger of their
activities.
Innovation
• During the year 2009 R&D grew in importance
and activities were focused on new products,
technology and applications development.
• R&D expenditures represented about 3.6% of
sales, with some major milestones achieved like: an
improved software version for the MultiSource®
HDR afterloader and new accessories for
MultiSource® HDR afterloader system, including
applicators for gynecological application.
The saga on IBt share with the Takeover bid
• April 2009: Mandatory Takeover imposed by CBFA
on all IBt shares at 3.47 euro.
• December 2009: The CBFA, the Belgian regulatory
body for financial markets, published a notice
regarding the launching of a takeover bid by the
companies Eckert & Ziegler AG (EZAG) and SMI
Steglitz (SMI) for all IBt shares not yet held by these
two companies.
• January 2010 : Brussels Court of Appeal has
ordered Eckert & Ziegler to make a Takeover bid
for 100% ownership of IBt.
• March 2010: Eckert & Ziegler announces the results
of the Takeover bid. It owns now 72% of all IBt
shares and 78.2% of voting rights (with SMI Steglitz).
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Messageto our Shareholders
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Message to our Shareholders
Dear Shareholders,
2009 for IBt Bebig was a year of great emotions. It began,
in the midst of a global financial crisis, with the collapse of
the IBt’s share price to an all-time-low, continued with a
highly publicized lawsuit among IBt’s Directors, with claims
and counterclaims entertainingly flying forth and back. The
year 2009 brought to light a spectacular improvement in
profitability and cash flow, a result coming mainly from
last year’s courageous restructuring. After the summer,
the year excited investors with a joint venture in the East
and an alliance in the West. In its very last days, at the end
of December, it even brought about a public takeover bid,
voluntarily submitted by IBt’s largest shareholder – Eckert
& Ziegler – in order to put an end to the paralyzing legal
quarrels.
The bid, which later became mandatory without material
changes, made the Happy End for 2009 complete. It gave
everyone whatever he wanted: the claimants cheerfully
walked away with their EUR 3.64 per share; Eckert &
Ziegler strengthened its control over a growing and
profitable Therapy division, full of prospects; and IBt Bebig
received new and leaner structures. Most importantly,
the Group was able to put an end to its internal divisions.
With the turnaround completed and harmony restored,
IBt Bebig now looks forward to interesting opportunities.
As the former and new Chairman of the Board of
Directors of IBt, I am very pleased about this development
and thank everyone who made this success possible. It
is comforting to see that IBt Bebig is on the right track.
The profit that the company recorded in 2009 is not a
windfall, but it results from regular operating activities. It is
therefore sustainable for the future. I am convinced it can
be increased, a task that the new management will eagerly
tackle.
Very truly yours
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Dr. Andreas Eckert
Chairman of the Board of Directors
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Message from the Managing Directors Dear Shareholders, Partners, Employees, and Patients,
The year 2009 was exceptional in many ways and marked
a great stride forward for our company. We are proud to
announce a historic achievement. IBt Bebig has posted its
first-ever profit, and it is a substantial one: €4.4 million.
This very satisfying bottom line is primarily the result
of the merger of IBt and Eckert & Ziegler Bebig. We are
beginning to reap the benefits of the consecutive strategic
change made in 2008. Our ensuing internal restructuring
has proved extremely positive. We became the European
market leader on early stage prostate cancer treatment
and have benefited from the temporary brachytherapy
businesses which Bebig brought along.
As a result of its 2008-2009 consolidation, IBt Bebig now
has three diversified treatment lines: for prostate cancers,
for eye cancer (we are the world leader in this niche), and
for gynecological, head, and neck cancers. As a result of
this, our company has grown almost fourfold, and we are
now working with a diverse patient panel.
It should also be recalled that our products are based
on an extraordinary but insufficiently known technology.
Brachytherapy is a form of cancer treatment that
offers the enormous benefit of maintaining quality of
life for both patients and their close circle and being
relatively low cost. The latter should prove a non-
negligible advantage in the coming years, in view of the
trend toward tighter government control of health care
spending.
The past year was also a pivotal year in terms of
commercial development. We have laid the foundations for
our eastward and westward expansion. On the east, we
have established a joint venture in Russia, NanoBrachyTech,
while on the west, we have acquired a stake in the US
company Core Oncology Inc., as part of our plan to re-
enter the American market through local production (in
contrast with our previous approach). Our objective is to
make IBt Bebig a true international Group providing the
benefits of brachytherapy to the greatest possible number
of patients—in Europe, the United States, and the World.
In 2010, we will be focusing on developing our corporate
identity in order to increase recognition of our Group,
particularly within the scientific community. While we
were not affected by the difficult economic environment
in 2009, the coming months should see fewer temporary
brachytherapy orders from hospitals operating under
tighter budgets. To counter this effect, we will be paying
particular attention to increasing market share. In
response to the needs of our customers and patients, we
will continue to invest heavily in research and development
in 2010, in order to ensure continued growth.
Obviously, the litigation in 2009 over IBt Bebig’s ownership
was limited to the shareholders and had no effect
whatsoever on its business operations. The Brussels Court
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of Appeal handed down its final judgment in January 2010,
a takeover bid from Eckert & Ziegler ensued, and the case
is now officially closed. We apologize to our shareholders
for the unintended irritation and thank them warmly for
their renewed confidence.
Lastly, we wish to thank all employees of the Group
for their commitment to their daily work in the face of
the occasional, unavoidable difficulties that come with
restructuring. IBt Bebig now enjoys the benefit of a wealth
of complementary cultures and fields of expertise. The
value of your efforts is expressed in thousands of lives
saved. Every week, each person at IBt Bebig helps to save
one life. This is tremendous, already, but we are convinced
that we can do much, much more.
Dr. Edgar Löffler
Managing Director
Dr. Gunnar Mann
Managing Director
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IBt Bebig Today
With more than 780,000 estimated new cases per year
in the world, prostate cancer is in the second largest
frequently diagnosed cancer among men.
IBt Bebig is a European based group, active in the Active
Implantable Medical Devices segment of the Health Care
sector.
IBt Bebig’s core business is the treatment of cancer using
radiation technology, particularly the treatment of cancer
by brachytherapy (from the Greek brachy: meaning short
distance).
Products and equipment provided by the group are
targeting radiation oncologists, radiologists, urologists and
medical physicists.
Geographic presence
London,Madrid,Milan,Paris,
Delhi-India HQSeneffe, Belgium
ProductionBerlin,
Germany
Subsidiaries
IBt Bebig is today a clear leader in brachytherapy
in Europe. Headquartered in Belgium, the company
has a production facility in Germany and subsidiaries
throughout Europe and in India, in addition to a large
network of distributors and agents. The company is
marketing its products lines worldwide. Early 2009 the
company increased its presence in the East through the
creation of a joint venture in Moscow, NanoBrachyTech.
End of 2009 the group moved also to the West, as IBt
Bebig made steps to the US market which is around three
to four times the size of the European market, through an
alliance with Core Oncology, Inc.
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What is Brachytherapy?
Brachytherapy is a minimally invasive procedure
used in the treatment of different kinds of cancer.
It consists of placing a sealed implant, containing a
tiny quantity of a radioactive isotope, in the body.
Brachytherapy could be called internal radiotherapy,
as it is another mode of delivering radiation therapy.
Over the last decades, brachytherapy has been proven
to be very effective and safe. It provides a good
alternative to the surgical removal of the prostate
gland (prostatectomy), breast and cervix and it
reduces the risk for certain long term side effects. The
precise positioning of the radioactive implants allows
to spare the surrounding healthy tissues and therefore
reduces the side effects endured by the patient.
Brachytherapy is usually an outpatient procedure and
the patient can restart professional or other activities
within a week. While in the case of surgery patient
will have to stay a week in the hospital and in the case
of external radiotherapy it can means more than 30
visits to hospital over five to seven weeks.
Two different forms of brachytherapy are used today:
Permanent and Temporary Brachytherapy.
Permanent BrachytherapyPermanent brachytherapy – also called Low Dose
Rate brachytherapy (LDR) – relates to placing
radioactive implants (called seeds) that remain
inside the body permanently. It is used mostly to
treat prostate cancer in its early stage. During a
permanent brachytherapy procedure, approximately
70 to 100 radioactive seeds are placed into the
prostate gland. These implants are very small, about
a third of the volume of a grain of rice and they are
inserted directly into the tumor through thin, hollow
needles. The radioactivity of the seed decay in time is
treating the cancerous cells while sparing the healthy
surrounding tissues. For prostate cancer, based on
long term scientific studies and publications done
by a number of medical institutions in the US and in
Europe, this method of treatment appears to strike
a very good balance between maximizing the cancer
control rate while preserving the patient’s quality of
life.
Temporary BrachytherapyTemporary brachytherapy – also called High Dose
Rate brachytherapy (HDR) – relates to placing a
radioactive source that stays in the body for a limited
period of time. The implant takes usually the form of
a plaque or a tiny catheter. When a catheter is used,
a computer-controlled equipment pushes a highly
radioactive source into the catheter and is left in
place for a few seconds only to treat the cancerous
cells. The ability to modify the dose during the
treatment is one of the main advantages of temporary
brachytherapy as it allows to deliver high doses to the
cancerous cells while preserving the dose to healthy
tissue. Temporary brachytherapy is mainly used for
head & neck, eye cancers, as well as gynecological
cancers.
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IBt Bebig’s Products Offering
PERMANENT BRACHyTHERAPy
IBt Bebig manufactures radioactive implants used
mainly in the treatment of localized prostate cancer.
The seeds offered by the group take the form of
little capsules containing a minuscule quantity of a
radioactive isotope, I-125 (Iodine-125). These seeds
are proposed in several configurations:
• IsoSeed®: loose seeds, offering excellent visibility.
Depending on model, it is optimized for high-
contrast X-Ray imaging or when containing a gold
marker it offers visibility in CT imaging.
• IsoStrand®: it consists of 10 IsoSeed® spaced
1 cm apart. The unique design of the biodegradable
spacers and outer suture ensures excellent strand
placement.
• IsoCord®: a unique needle loading station that
enables the practitioner to cut the IsoCord®
seed chain in a safe and convenient way. During
the whole process the user is protected by an
integrated radiation shielding. IsoCord® provides
excellent strand placement characteristics and
outstanding visibility under X-ray and ultrasound.
• In addition to radioactive implants, IBt Bebig
provides also full installation to hospitals, including
treatment planning, ultrasound scanners and a
complete range of accessories.
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TEMPORARy BRACHyTHERAPy
IBt Bebig manufactures two lines of temporary
brachytherapy products and equipments: HDR
MultiSource®, so called Afterloaders and ophthalmic
plaques. Afterloaders are mostly used to treat head
& neck cancers and certain gynecological cancers.
Ophthalmic plaques are used to treat eye cancer.
Afterloaders:
• MultiSource®: an HDR 20 channel afterloader
system designed for the entire range of HDR
brachytherapy applications. The dose is delivered
to the cancerous cells by using a unique Co-60
(Cobalt 60) or an Ir-192 (Iridium 192) source,
contained in a shielded trolley to which a catheter
is attached.
• In addition to the equipment, IBt Bebig is also
marketing an innovative, user friendly software
for quick and efficient HDR planning, named
HDRplus™. It also provides a full range of
applicators and accessories.
Ophthalmic plaques:
• IBt 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. The plaques consist of a thin
film of Ru-106, a beta emitter, encapsulated within
pure silver sheets with a total thickness of only
1 mm.
• COMS Eye Applicators: an eye applicator reliable
and proven to treat intraocular tumor with I-125
seeds when higher thickness is needed.
• Plaque simulator: a 3D treatment planning system
for ophthalmic plaque brachytherapy.
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IBt Bebig and its customers
IBt Bebig provides a platform to customers to share
their scientific, clinical and practical experiences
through an International Brachytherapy User Group
Meeting.
• In November 2009, the group gathered together
over 150 people specializing in the field of
temporary or permanent brachytherapy with
Doctors and Professors coming mainly from
Europe, but also from Asia and South America.
• During the meeting, a multidisciplinary Scientific
Committee made of some of the most prominent
Radiation Oncologists, Urologists and Medical
Physicists, led the conference sessions. A panel of
well recognized experts has discussed about usage
of temporary brachytherapy (High-Dose rate) to
treat gynecological, head & neck tumors, as well as
ocular melanoma treated by local implants. Some
of the other subjects were covering the trends
in prostate cancer treatment, such as the latest
developments in permanent prostate brachytherapy.
Quality Management, Environment and Safety
IBt Bebig has a strong commitment towards Quality,
Environment and Safety. The company manufactures
medical devices and operates in a highly regulated
sector. The group maintains comprehensive,
formalized quality assurance systems. The
manufacturing site is regularly inspected by external
authorities, such as TÜV or the calibration
service inspectors to ensure compliance with the
guidelines. IBt Bebig constantly seeks to improve and
exceed the required standards. The group ensures
that even the most minor defects or signs of wear
can be identified in good time and the safety of plants
can be maintained at the highest level. Before a newly
created workplace is approved, the hazard which it
poses is always evaluated first of all and this is then
reevaluated at least every three years for existing
workplaces as well.
The passion and dedication shown by IBt Bebig
employees at our manufacturing site, made possible
that for eight years in a row, there were no accidents
at work caused by either lack of protective equipment
or technical defect.
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Research & Development is an essential part of IBt
Bebig activities. During the year 2009 R&D expenditures
represented about 3.6% of sales. R&D is growing in
importance and activities are focused on new products,
technology and applications development.
A team of over 20 people, representing more than 13% of
IBt Bebig employees, are 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.
The most important Research & Development milestones
during the year 2009 were:
• The development of an improved software version
for the MultiSource® HDR afterloader system which
contains new features for clinical users and optimizes
the user-friendliness of the devices. This improved
version was brought onto the market during the year.
• The development of new accessories for MultiSource®
HDR afterloader system, including applicators for
gynecological application, as well as so-called Portio
and Fletcher applicators and variable-length vaginal
applicators. Other items developed include applicators
for the treatment of breast cancer, dilatation boogies,
plastic needles and flexible catheters with improved
properties.
• For the production of the ruthenium eye applicators,
production capacity was increased again by 50% in
the second half of the year through constructive
improvements following the measures implemented for
reducing production times and reject rates in the first
half of the year.
• An ongoing project is focusing on keeping the in-house
production up-to-date as the world leading seed
manufacturing equipment and process. Again in 2009,
this has leaded to even lower scrap rates and reduced
cycle times.
• The work on developing a complete plant for the
production of prostate cancer implants in Russia is in
full swing. Delivery of equipment for the first stage of
production took place on time in November 2009.
R&D
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IBt Share Price
During the year 2009, the IBt share has strongly
performed, increasing by 51% to close at EUR 3.70 on
December 31, 2009 versus 2.45 a year earlier. The volume
of shares traded daily has also increased significantly by
75%, going from 9,600 shares traded daily in 2008 to
16,802 shares traded daily in 2009.
In relative terms, the IBt share performed better than the
indexes of references:
• the BEL Small increased by 35.7% in 2009
• the BEL 20 increased by more than 31.6% over the
same period.
The market capitalization of the group ended the year
2009 at EUR 65 million.
Brief History of public offerings
The IBt share was first introduced on the market in April
1997 (IPO offer of EUR 6.2 million - shares issued at EUR
2.48 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 EUR 12.3 million, 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 EUR 4.39 per
share.
No public offering of IBt shares has been made since 1998.
II. Structure of the capital
At the end of the Takeover bid process, on March 24,
2010 there were two types of shares to which economical
and/or voting rights are associated:
Regular shares : total of 17,554,354
Beneficiary shares : total of 5,025,000
1. Regular Shares
As of March 24, 2010, the total number of shares
amounted to 17,554,354 shares.
All shares are listed on the Pan-European stock exchange
Euronext - Brussels. Ticker symbols used are: IBTH.BR
(Reuters); IBTB BB (Bloomberg); IBT (NySE Euronext).
2. Beneficiary Shares
As of March 24, 2010, there were 5,000,000 «Beneficiary
shares A» and 25,000 «Beneficiary shares B» in existence.
The associated rights differ materially.
IBt Share and Shareholders
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IBt Share in 2009 versus indexes
0
50 000
100 000
150 000
200 000
250 000
300 000
350 000
400 000
-0.25
0.00
0.25
0.50
0.75
1.00
Bel20 BelSmall VolumeIBt share
Jan.
09
Feb.
09
Mar
. 09
Apr
. 09
May
09
Jun.
09
Jul. 0
9
Aug
. 09
Sept
. 09
Oct
. 09
Nov
. 09
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. 09
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50%
25%
0
-25%
Num
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Feb-16-2009:Request of a mandatory
takeover bid
May-12-2009: Trading update
Q1-2009: record results
July-28-2009: Trading update
H1-2009: record results
December-2-2009: Strategic alliance
IBt Bebig and Core Oncology
October-28-2009: Trading update
Q3-2009: record results and
guidance revised upwards
August-31-2009: H1-2009 shows record results
April-8-2009: JV in Russia
April-29-2009: Mandatory
takeover bid imposed by
CBFA at €3.47
2009 2008 2007
Minimum price 2.14 2.00 3.01Maximum price 5.00 4.28 8.90
Closing price, December-31 3.70 2.45 3.17Number of shares, December-31 17,554,354 17,554,354 10,804,354
Market Capitalization (EUR million) 65.0 43.0 34.2
Stock market data
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Beneficiary shares A and B were issued at the time of the
incorporation of the company. They are not listed, both
type of securities are being nominative and recorded
in the registrar of «nominative shareholders» of the
company. Since the General Assembly of Shareholders
of June 2008 these beneficiary shares can be sold or
transferred.
a. Beneficiary shares AThe «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». As per the last transparency
declaration received (dated December 28, 2009), they
are currently owned by SMI Steglitz Medinvest UG
(«SMI»), a German investment entity based in Berlin. The
company has been notified that there are also cross-
option agreements in existence and potentially impacting
the ownership of the «Beneficiary Shares A». According
to these option agreements, SMI has a «put right», i.e.
the right - to be exercised from September 30, 2011 to
December 31, 2014 - to sell these beneficiary shares
to Eckert & Ziegler AG at a predefined price. Likewise,
Eckert & Ziegler AG has a «call option» on the same
securities, i.e. the right to buy these beneficiary shares
from December 22, 2008 to December 31, 2014 (with
extension possibilities for this last expiration date of the
option) at a given price.
b. Beneficiary shares BThe «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.
III. Shareholdership and Voting rights
Following the mandatory takeover bid in cash by Eckert
& Ziegler Strahlen- und Medizintechnik AG and SMI
Steglitz MedInvest UG during the period from February
23, 2010 to March 17, 2010, as detailed in the prospectus
dated February 16, 2010 and based on information made
available to the company after the closing of the Offering
on March 24, 2010, the shareholdership of the company
is summarized in the table here after. This table provides
details on economical rights and voting rights. In addition,
Eckert & Ziegler owns 55,000 warrants of which 5,000
expiring end of 2010 and 50,0000 expiring end of 2011.
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Transparency Declaration
Under Belgian law, holders of shares are to notify to the
company and to the financial markets when the number
of shares they hold represents a certain percentage
(«transparency threshold») of the total number of
voting shares outstanding («Denominator»). Further
reporting obligation also applies afterwards and requires
new notification to be done whenever this holdership
increases or decreases by increments of the defined
threshold.
The «transparency threshold» is, in the case of IBt, set at
5% of voting rights.
IV. Financial Calendar
Trading Update 1Q-2010 by mid-May 2010
Annual General Meeting June 7, 2010 (10:30 am)
Half-Year Results 2010 by end August 2010
Trading Update 3Q-2010 by mid-November 2010
Annual Results 2010 by mid-March 2011
72%Eckert & Ziegler AG
17.9%Free Float-
Euronext
3.90%SRIW
5.01%SRIW
22.1%SMI
Steglitz
23%Free Float - Euronext
56.1%Eckert & Ziegle AG
Shareholdership Number of Shares Economical rights Voting rights
Eckert & Ziegler AG 12,635,594 71.98% 55.96%SRIW 879,899 5.01% 3.90%Free Float - Euronext 4,038,861 23.01% 17.89% Total: 17,554,354 100.00% 77.75% SMI Steglitz 5,000,000 0.00% 22.14%Eckert & Ziegler AG 25,000 0.00% 0.11% Total: 22,579,354 100.00%
Shareholders of IBt
Economical rights
Voting rights
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Management &Financial Report
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Content
Board of Director’s Management Report 29Research & Development 31
Risk Management 31
Statutory items – IBt s.a. 34
Statutory Auditor’s Report 35
Financial statements 37Consolidated Statement of Income 37
Consolidated Statement of Cash Flows 38
Consolidated Statement of Shareholders’ Equity 39
Consolidated Balance Sheet 40
Reporting Rules 42
Notes to the Financial Statements 47Preliminary Note - Consolidation scope 47
Notes on the Consolidated Income Statement 49
Notes on the Consolidated Balance Sheet 52
Financial risks analysis 57
Notes on the Consolidated Cash Flow 59
Extracts Non Consolidated or StatutoryFinancial Statements 60Non Consolidated Statement of Income 60
Non Consolidated Balance Sheet 61
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Board of Director’sManagement Report (1)
Ladies and Gentlemen,
The Board of Directors of IBt is pleased to present and submit for your approval its report on the Group’s activities for the year ending on December 31, 2009.
The year 2009 will be remembered as a landmark year for the IBt Bebig Group in many respects.
For the first time in its history, the Group booked a Net Profit. IBt Bebig stands today as a European leader in its segment: the treatment of early stage cancer by brachytherapy. Its portfolio of products is now much better balanced than in the past and covers a wide range of different applications. The breakthrough achieved by the group, materialized in outstanding and historical results of this past year, validates in retrospect the strategic move that was initiated during the summer of 2007.
Main events of the year
From an operating point of view, the following events of 2009 should be highlighted:
• Inagrowingnumberofemergingmarkets,thecompanyencounteredsuccessinthepromotionofitsTemporaryBrachytherapyMultiSource® solution – a world unique HDR (High Dose Rate) Co-60 afterloader equipment. This system allows for the efficient treatment of a number of different pathologies ranging from head, neck, brain or gynecological cancers. During the year 2009, the 100th hospital proceeded with the installation of a MultiSource®.
• SuccessfuldevelopmentofthegroupinRussia.CreationofaRussianjointventure,NanoBrachyTech,inassociationwithRussNano, the State Fund of the Russian Federation. The JV, based in Moscow, will initially focus on innovative technologies forthetreatmentofcancerbybrachytherapy.ItisexpectedthatthismajordevelopmentwillyielduptoEUR20millioninrevenuesforthegroupoverthelifeoftheproject.
• Towardstheendoftheyear,thesignatureofastrategicalliancewithCoreOncology,Inc.(USA)andcurrentlyoneofthetopfourcompaniesintheAmericanmarketforPermanentBrachytherapy,representsanothermajorprojectforIBtBebigasthis alliance could provide a unique opportunity to re-enter into a market that is roughly four times the size of the European market.
From the shareholders perspective, the year was of course marked by the dispute between some of the company’s shareholders. Itfinallyresultedinthelaunch,asimposedbythedecisionoftheCourtofAppealsofBrussels,ofamandatoryTakeoverBidexecutedbyEckert&ZieglerAGonallIBtsecuritiesatapriceof3.64EUR/share.By the end of this bid process, Eckert & Ziegler owned 72% of all outstanding shares and 78.2% of voting rights (when acting inconcertwithSMISteglitz)overIBt.Asaresultofthetakeoverbid,theManagingDirector,Mr.FrançoisBlondel,andtheCompanyhavedecidedtoendtheircollaboration.Mr.FrançoisBlondelresignedonMarch24,2010fromallofhisdutiesandresponsibilities within the Group.
Dr. Edgar Löffler and Dr. Gunnar Mann, directors of IBt, have been appointed as the new persons in charge of the daily managementofthecompany.TheytookovertheresponsibilitiesofMr.Blondelandmanagejointly,eachinhiscapacityasManaging Director.
(1) This Management Report has been approved by the Board of Directors on March 23, 2010.
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Key Consolidated Figures
Remark: the final numbers stand slightly below the preliminary figures announced end of January, as, based on the audit process and requirements, most of the income generated by the Russian venture will be spread over future years despite the fact that most of the associated cash has already been received by the company.
Income Statement
Sales for the year 2009, representing the income generated by the sales of temporary brachytherapy equipments, i.e. HDR equipments using Co-60 (Cobalt 60) and Ir-192 (Iridium 192) sources (also called “afterloaders”), ophthalmic plaques and permanentbrachytherapy I-125(Iodine-125)radiotherapeutic implantsandtherapyaccessories,reachedEUR30.7million,comparedtoEUR17.2millionin2008,showingastrongincreaseby78%.
RevenuesgeneratedbytheRussianproject in2009hadonlya limitedcontributiontotheoverallgrowth.As indicated inintroduction, it is expected that this important strategic development will further and strongly positively fuel the results of the groupoverthecomingyears.OncetheproductionhasstartedinRussia,IBtBebigwillnotonlybenefitfromthesalesofpartsand raw materials but will also perceive a stream of royalties on seeds produced by the JV, NanoBrachyTech.
ConsolidatedgrossmarginreachedEUR17.9millionfortheyear2009versusEUR9.5millionin2008,showinganincreaseof88.5%.Asapercentageofsales,grossmarginimprovedfurtherandreached58.2%,versus55.0%in2008.
OperatingexpensestotaledEUR13.9million,comparedtoEUR9.1millionin2008reflectingthefactthattheyear2009wasthe first year with the full impact of the consolidation of the acquisitions made in the course of the year 2008. These costs brokedownasfollows:“salesandmarketingexpenses”(EUR7.9millionin2009versusEUR6.0millionin2008),“generalandadministrativeexpenses”(EUR4.9millionin2009versusEUR2.9millionin2008)and“researchanddevelopmentcosts”(EUR1.1millionin2009versusEUR0.3millionin2008).
Earningsbeforeinterestsandtaxes(EBIT)reachedEUR5.3millionforthewholeyear2009comparedtoEUR2.4millionin2008, showing an impressive growth of 123.1 %.
FinancialresultsshowedanetexpenseofEUR0.6millionin2009versusachargeofEUR0.7millionin2008.
NetprofitreachedEUR4.4millioncomparedtoanetlossofEUR2.7millionin2008.
Balance sheet
TotalEquityofthegroupstoodatEUR33.4milliononDecember31,2009versusEUR29.1millionin2008.
IBtBebigalsomaintainedasolidfinancialsituation,withCashamountingtoEUR9.6millionendofDecember2009,versusEUR2.3millionayearearlier.Outofthiscashposition,EUR8millionwasreceivedasprepayment inrelationshiptotheRussianventure.NetDebtstandsatEUR3.2million,versusEUR10.6millionin2008.TheDebttoEquityratiostoodat38.4%end of 2009.
Towardstheendoftheyear, IBtBebigmadeaUSD2million investment intoCoreOncology, Inc.,agroupactiveontheAmericanbrachytherapymarket.
AnamountofEUR2.2millionwasinvestedintangibleassetsoverthecourseoftheyear.
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Research & DevelopmentResearch & Development is an essential part of IBt Bebig activities. During the year 2009 R&D expenditures represented 3.6% of sales. R&D is growing in importance and activities are focused on new products, technology and applications development.Ateamofover20people,representingmorethan13%ofIBtBebigemployees,areworkingonspecificnewproductandtechnology development as well as providing high-level technical support for production and maintenance on some equipment at customers’ sites.
Risk ManagementGeneral Comment
IBt Bebig, like any other company acting internationally, is exposed to a large number of opportunities but also risks which 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.
Atthesametime,theserisksand/ortheirperceptioncanpotentiallyhaveamaterialimpactontheevolutionoftheshareprice listed on Euronext.
The identified risks have been hereunder 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 legalrisk is tiedtothenegativeconsequencesof failuretorespectregulationsand/orcontractualcommitments.Thecompany operates in a highly regulated sector.Amultitude of inspections are carried out by independent authorities indifferent countries both at product launch and during the commercial stages.Obtaining and then renewing licenses foroperating production sites and for marketing products involves complex procedures and outcomes are always uncertain.
Intellectual property – Patents risks
The value of the group’s activities lies to a considerable extent in its intellectual property portfolio and in the know-how it hasaccumulatedsinceitscreation.Theriskthatsomeonechallengesitsintellectualpropertyrightsand/ortheirpotentiallyinsufficient protection should be considered, as well as the cost of defending the same rights. IBt 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 recurringincome.Toreducethisrisk,thecompanyhassetoutasstrategicobjectivetosignificantlyextendandtodiversifythefield of application to other types of tumors.
Business risks
Overall, the group attempts tomanage its business risks by using a rangeof instruments, such as yearly interviewswithtechnicalmanagers andexecutives.As far aspossible, preventivemeasures are taken to counter those riskswhichmightdamage 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.
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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 together with further 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.Acquiringsuchfacilitiesandmaintainingtheminplacecanneverbeguaranteed.Thisisevenlesssointhecurrentcontext, characterized by a clear tightening of access to credit and the associated conditions.
Additionally,whenfinancingthroughborrowedsourcesisused,itiscriticaltoensurethatthefuturecashflowsgeneratedbythegroup will allow to safely cover the cash outflows associated with the 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 which 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 incomewhichthefinancingoftheinvestmentmadeitpossibletogenerate.Options,forwardcontractsandswapsaresomeof 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 thecompanynowdealsessentiallywithfinalusersandalsoventuresinemergingmarkets.Requirementofpre-paymentsand/or usage of letters of credit allow 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, butitcanneverbeeliminatedaltogether.Also,officiallicensesandpermitsareneededfortheproductionandthedispatchofproducts in many different countries, and IBt Bebig can only exert indirect influence on when these are issued or renewed. The manufacturing risk relates to the possibility of the occurrence of irreparable damages 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 indifferentcountries,etc.Inthisrespect,majorsalesandrevenueriskscontinuetolieindevelopingtheEuropeanmarketfor permanent implants for the treatment of prostate cancer as it is generating more than half of the current business of the group. This treatment method faces in European countries the problem that the reimbursement by health insurance programs – public or private - is essential for its economic success. For the sales associated with temporary brachytherapy treatment,thesalesofradiationsystemsarestillsubjecttotheriskthatmarketpenetrationintheprimarytargetmarketswill not take hold as expected or will be delayed due to high capital expenditures and follow-up costs that these machines represent.Assuch,theseriskscannotofcoursebecovered.Evenso,thegrouptakesmeasurestoensurethatnoonemarketor distribution channel comes to represent too large a portion of the group’s overall revenue. In this context, the company aimstoavoidthatanyonesourceofrevenuesaccountsformorethan10%ofthetotal.Additionally,thepossibilitycannotbeexcluded 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.
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Other operational risks
Otheroperationalrisksare linkedtorisksrelatingto informationtechnology,personalhealthandsafety,humanresourcemanagement, etc… The group uses insurance to cover all catastrophe 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 IBt 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.
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Statutory items – IBt s.a.Appropriation of the result
The statutory accounts were drawn up in accordance with Belgian accounting legislation. The Board of Directors will propose totheOrdinaryGeneralMeetingofJune7,2010toapprovethenonconsolidatedaccountsclosingonDecember31,2009andwhichclosewithanetprofit(groupshare)ofEUR7.6million.ItwillalsoproposetothemeetingtoapprovethedeferraloftheaccumulatedlossofEUR28.6million.
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).
Authorized capital
AttheGeneralAssemblyofshareholdersofJune2,2008,theauthorizedcapitalmechanismwasapprovedforaperiodoffiveyearsforanamountof10,879,026.72EUR.OnDecember31,2009,thebalanceoftheauthorizedcapitalavailablestoodatthis same level.
Conflict of interests
Article523oftheBelgianCompanyCoderegardingconflictinginterestsbetweenthecompanyanditsdirectorsprovidesthat when a situation of this type arises, the directors concerned have to declare the conflict of interests, and their statement must be recorded in the minutes of the meeting of the Board of Directors. It also stipulates that these directors must not participate in the deliberations and vote.
During the year 2009, this situation occurred at several occasions during the meetings of the Board of Directors. More specifically, the representatives of Eckert and Ziegler (“EZAG”) did not participate in the discussions and the vote on18February 2009about thereassessmentof the2007accountsbyan independentauditor.Anypotentialfinding in thatrespectwouldhaveEZAGbeentitledtoanindemnificationunderthecontributionagreement.Atthesamemeeting,AndreasEckertconfirmedhisconflictofinterestsandtheconflictofEZAGinrespecttothediscussionanddecisionsaboutpotentialactions to be taken against EZAG in courseof anongoingdispute regarding non-complianceof the representations andwarranties given by the respective parties under the contribution agreement and the afterloader agreement. Edgar Löffler, althoughconsideringnothavingaconflictofinterestsinthemeaningofArticle523oftheCompanyCode,preferred,onavoluntary basis, to leave the room as well.
OnthemeetingoftheBoardofDirectorsof23July2009,thedirectorsdiscussedandapprovedthesettlementproposalmadebyEZAGinrespecttothependingclaimprocedurebetweenIBtandEZAG,thesametopicasalreadydiscussedinFebruary.ForthisdiscussionAndreasEckertandEZAGlefttheroominapplicationofArticle523oftheBelgianCompanyCode.EdgarLöffler,althoughconsideringnothavingaconflictofinterestsinthemeaningofArticle523oftheCompanyCode,preferred, on a voluntary basis, to leave the room, as he did during the meeting of 18 February 2009.
Atthesamedate,theExecutivedirectorsdidnotparticipateinthediscussionandvoteabouttheproposalsmadebytheRemuneration Committee.
Issue of subscription rights
Asareminder,astockoptionplaninfavorofcompanystaffandcollaborators(involvingamaximumof250,000shares)wasapprovedby theExtraordinaryGeneralMeetingof shareholderson June24,2005.Nowarrantswereofferedduring theelapsedyear.AttheendoftheTakeoverbid,therewere55,000warrantsremaining,allownedbyEckert&Ziegler,ofwhich5,000 expiring end of 2010 and 50,000 expiring end of 2011.
In conclusion to our report, we respectfully propose that you approve the accounts and discharge the directors as well as the statutory auditor for the exercise of their respective mandates for the financial year closing on December 31, 2009.
The Board of Directors,Seneffe, March 23, 2010
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André CLYBOUWReviseur agréé par la CBFA pour les établissements de crédit, compagnies financières, sociétés de bourse, organismes de placement collectif, sociétés de gestion d’organismes de placement collectif, entreprises d’assurance et fonds de pensions
Karel NIJSReviseur agréé par la CBFA pour les organismes de placement collectif
Francis BUYTAERTExpert-Comptable - Conseil fiscal
Avec le concours deArnaud CLYBOUWMaster en Sciences Economiques Appliquées Master en DroitMaster en CriminologieMaster en Notariat
Statutory Auditor’s Report
Statutory Auditor’s Report to the general meeting of shareholders of international brachytherapy (IBt) S.A. On the consolidated financial statements for the year ended december 31, 2009In accordance with the legal requirements, we report to you on the performance of the mandate of statutory auditor, which has been entrusted to us. This report contains our opinion on the true and fair view of the consolidated financial statements as well as the required additional statement.
Unqualified Opinion on the Consolidated Financial Statements
We have audited the consolidated financial statements for the year ended December 31, 2009, prepared in accordance with InternationalFinancialReportingStandardsasadoptedby theEuropeanUnion,whichshowabalancesheet totalof66,322(000)EURandaprofitfortheyearof4,405(000)EUR.
Management is responsible for the preparation and the fair presentation of these consolidated financial statements. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting principles; and making accounting estimates that are reasonable in the circumstances.
Ourresponsibilityistoexpressanopinionontheseconsolidatedfinancialstatementsbasedonouraudit.WeconductedourauditinaccordancewiththelegalrequirementsandtheAuditingStandardsapplicableinBelgium,asissuedbytheInstituteofRegisteredAuditors(InstitutdesReviseursd’Entreprises/ InstituutderBedrijfsrevisoren).Thosestandardsrequirethatwe plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement, whether due to fraud or error.
In accordance with the above-mentioned auditing standards, we considered the group’s accounting system, as well as its internal control procedures. We have obtained from management and the company’s officials, the explanations and information necessary for executing our audit procedures with exception of the elements mentioned below. We have examined, on a test basis, the evidence supporting the amounts included in the consolidated financial statements. We have assessed the
CLYBOUWReviseurs d’entreprises
S.C.P.R.L.
International Brachytherapy (IBt) S.A.Zone Industrielle C
7180 Seneffe
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appropriateness of the accounting policies and consolidation principles, the reasonableness of the significant accounting estimates made by the company, as well as the overall presentation of the consolidated financial statements. We believe that these procedures provide a reasonable basis for our opinion.
The financial statements of theGerman, Spanish and Italian subsidiaries have been the object of a compilation exerciseexecutedbytheinternalservicesofthecompanyandtheyhavenotbeensubjecttoanauditperformedbyanothercertifiedauditor. The audit of the financial statements of the subsidiary Eckert&Ziegler Bebig GmbH, being the main subsidiary of the group, representing over 75% of the consolidated net assets and positively and significantly contributing to the result of the year,hasbeensubjecttoanauditexecutedbyacertifiedauditor.Ourcertificationontheconsolidatedfinancialstatementsattached has been based on the report of that certified auditor, to the extent it relates to the elements of that subsidiary.
In our opinion the consolidated financial statements for the year ended December 31, 2009 give a true and fair view of the group’s assets and liabilities, its financial position, the results of its operation and cash flow in accordance with International FinancialReportingStandardsasadoptedbytheEuropeanUnion.
Additional Statement
The preparation of the consolidated Director’s report and its content are the responsibility of management.
Our responsibility is to supplement our reportwith the following additional statementswhich do notmodify our auditopinion on the consolidated financial statements:
•TheconsolidatedDirector’sreportincludestheinformationrequiredbylawandisconsistentwiththeconsolidatedfinancialstatements. We are, however, unable to comment on the description of the principal risks and uncertainties which the consolidated group is facing, and of its financial situation, its foreseeable evolution or the significant influence of certain facts on its future development. We can nevertheless confirm that the matters disclosed do not present any obvious inconsistencies with the information that we became aware of during the performance of our mandate.
Antwerp,April26,2010
Clybouw Reviseurs d’entreprises scprlStatutory AuditorRepresented by André Clybouw, Certified Auditor and Auditor Recognized by the CBFAManager
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IBt Bebig GroupFinancial statements
Consolidated Statement of Income(Following the «cost of sales method»)
As required by the IFRS rules, hereafter follow several tables comparing data related to the years 2009 and 2008. It should be stressed that the comparability of the data presented in the tables here below is limited as it has been significantly affected by the changes in the scope of consolidation of the Group’s activities during 2008. (See Notes for details)
(AmountsinthousandEURexceptforpersharedata) Note 2009 2008
Sales 1. 37. 30,682 17,240Cost of sales -12,819 -7,763
Gross profit on sales 17,863 9,477Sales & Marketing expenses 3. -7,919 -6,022General and Administration expenses 4. -4,897 -2,871Research and Development expenses 5. -1,109 -257
Otheroperatingincomeandexpenses 8. 9. 1,412 2,071
Earnings before interest and taxes 5,350 2,398Financial result 10. -579 -719
Profit before tax 4,771 1,678Income tax 11. -366 -553
Net profit (before restructuring costs and minorities) 4,405 1,125Restructuring costs 14. 0 -3,766Minority interests 12. 0 -39
Net profit (loss) 4,405 -2,681
Netprofitpershare(inEUR) 13.Standard 0.25 -0.16Diluted 0.25 -0.16
Averagenumberofsharesincirculation(inthousands) 17,579 16,548
Problème justif
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Consolidated Statement of Cash FlowsYears ended December 31, 2009 and 2008
(AmountsinthousandEUR) Note 2009 2008
Operatingactivities 33.
Profit/loss for the year 4,405 -2,681Adjustments for
Minority Interests 0 39Non cash expense from share option plan 0 78Depreciation, amortization and impairments 1,911 2,376Other non cash items -1,451 1,488
Net change in working capital 6,690 -1,154Cash flow from operating activities (1) 11,555 146
Investing activities 34.
Intangible assets -23 -1,293Tangible assets -1,948 -2,996Financial assets -1,381 1Cash from acquisition/disposal of consolidated entities 36. 537
Cash flow from investing activities (2) -3,352 -3,750
Financing activities 35.
Net change in payables -868 2,725Distribution to minority interests 0 0Capital increase and premium 36. 0 0Impact of exchange rate differences -37 181
Cash flow from financing activities (3) -905 2,905
Net cash change = (1) + (2) + (3) 7,300 -700
Cash and cash equivalents - at beginning of period 2,305 3,005Cash and cash equivalents - at end of period 9,605 2,305
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Consolidated Statement of Shareholders’ EquityAs of December 31, 2009 and 2008
(AmountsinthousandEUR) Capital Issue premium
Reserves Translation differences
Equity
Balance as at December 31, 2008 10,875 50,186 -32,207 208 29,062
Result of the period 4,405 4,405Translation differences -37 -37Capital increase
Balance as at December 31, 2009 10,875 50,186 -27,802 171 33,430
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(AmountsinthousandEUR) Note 2009 2008
AssetsNon-current assets
Intangible assets 15. 23,597 23,081Property, plant and equipment 16. 9,411 9,143Equity investments 0 28Financial investments reported according to the equity method
850 0
Deferred tax assets 19. 8,538 8,158Other assets 17. 149 247
Total non-current assets 42,546 40,656
Current assetsCash and cash equivalents 18. 9,605 2,305Trade accounts receivables 20. 7,398 7,524Inventories 21. 3,845 3,633Other assets 22. 2,928 996
Total current assets 23,776 14,458
TotalAssets 66,322 55,115
Consolidated Balance SheetAs of December 31, 2009 and 2008
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(AmountsinthousandEUR) Note 2009 2008
Equity and liabilitiesShareholders’ equity 23.
Subscribed capital 10,875 10,875Capital reserves 50,186 50,186Retained earnings (losses) -27,801 -32,207Other reserves 171 208Own shares 0 0
Total shareholders’ equity 33,430 29,062
Minority Interests 0 0
Non-current liabilitiesLong-term portion of borrowings and finance lease obligations
24. 11,760 10,113
Deferred income from grants and other deferred income
25. 249 367
Other non-current liabilities 26. 5,632 5,220Total non-current liabilities 17,641 15,700
Current liabilitiesShort-term borrowings 24. 0 1,140Short-term portion of borrowings and finance lease obligations
24. 1,062 1,689
Trade accounts payables 1,662 2,503Advance payments received 8,204 239Provisions 27. 3,735 4,058Deferred income from grants and other deferred income
25. 168 154
Other current liabilities 28. 420 570Total current liabilities 15,251 10,353
Total equity and liabilities 66,322 55,115
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IBt Bebig GroupReporting RulesBackground and principles
a. Organization and brief description of business activities
IBt s.a. (hereinafter referred to as “IBt” or “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 “IBt Bebig”, « IBt 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 IBt Bebig are primarily aimed at radiation therapists and radio-oncologists.
The Company operates in a market characterized by rapid technological progress and constant new scientific discoveries. This marketissubjecttostrictsupervisionbylocalregulatoryauthorities.TheCompanyis,therefore,directlyaffectedbychangesin technology and in products used in cancer treatment, by government regulations related to the industry in which IBt Bebig 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
BywayofapplicationoftheRoyalDecreeofDecember4,2003andEuropeanRegulationno.1725/2003,theconsolidatedfinancial statements of the Group have been prepared in accordance with the International Financial Reporting Standards (IFRS).Allstandardsaretakeninaccount,applicablewithintheEU,definedbytheInternationalAccountingStandardsBoard(IASB),London,aswellastheinterpretationsoftheInternationalFinancialCommittee(IFRIC)andtheStandingInterpretationsCommittee (SIC) in force at the closing date. The closing procures an effective picture of the Group’s position on its assets, liabilitiesandearnings.ThefinancialstatementsarepresentedinthousandsofEuro.AccordingtotheapplicableIFRSstandards,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 (like systematic revaluation), the cost method is applied.
The closing of subsidiaries were done on December 31, 2009, which is the closing date of IBt s.a. The closing includes the period from January 1, 2009 till December 31, 2009. The profit and loss statement was prepared in accordance to the «cost of sales method». For comparison purposes with the previous period, the profit and loss statement is also shown in accordance to the «total cost method».
PreparingfinancialstatementsthatareinconformitywithIFRSstandardsrequiresmanagementtomakejudgments,estimatesand assumptions which 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 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 thefinancialstatementsandestimatesandwhichpresentamajorriskofproducingsignificantadjustmentsinthecourseofasubsequent accounting period, are set out in the annexes below.
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Following standards and interpretations were not used:
c. Goodwill
The goodwill represents the difference between the cost of an acquisition and the Group’s interest in the fair value of the identifiable assets and liabilities of the entity at the time of the acquisition date.
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 accordancewith IAS21.As the subsidiaries conduct their business affairs autonomously from an economicand organizational standpoint, the functional currency of the companies included corresponds to their respective national currency.Assetsandliabilitiesaretranslatedatmarketratesonthebalancesheetdate.
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:• Balancesheetitems:exchangerateonDecember31• Incomestatementitems:arithmeticalaverageexchangeratefortheyear• Equityitems:historicalexchangerate
The resulting translation differences are reported under “translation differences” in the equity capital.
Translation of assets and liabilities denominated in foreign currencies
Attheendofthefinancialyear,monetaryassetsandliabilitiesdenominatedinforeigncurrenciesaretranslatedattheexchangerates prevailing at the end of the period and the resulting difference, due to the different exchange rate used at the time the entrywasmade,isaccountedforasfinancialincome/expensesintheincomestatementfortheperiod.Non-monetaryassetsand 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
Profitsand losses resulting fromtransactions in foreigncurrenciesareaccounted forasfinancial income/expenses in theincome statement for the period.
Norm Description Applicable from
Expected impact
IFRS 8 Operating Segments 01.01.2009 noneIAS32 Financial instruments 01.01.2009 minorIFRS 2 Addition to IFRS 2 – Share based remuneration 01.01.2009 minorIAS1 Addition to IAS 1 – Presentation of financial statements 01.01.2009 minorIAS23 Addition to IAS 23 – Cost of debt 01.01.2009 minorIFRIC 13 Customer Loyalty programs 01.01.2009 noneIFRIC14 Defined Benefit Asset Minimum Funding Requirements and
their interaction01.01.2008 none
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Buildings 20 yearsMachinery and equipment 3 to 10 years Officeequipmentandtools 3 yearsIT equipment 3 yearsVehicles 5 years
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 IBt Bebig has sufficient resources to develop them fully. The expenses capitalized in this way are the raw materials costs, direct salary costs and the related portion of general and administrativecosts.Allotherdevelopmentcostsarechargedtotheincomestatementwhentheyareincurred.Capitalizeddevelopment expenses are shown in the balance sheet at acquisition cost less impairment losses.
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 amount expensed 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. Borrowing costs are not capitalized. Depreciation is applied on a straight-line basis as a function of the estimated useful life of the asset in question, andiscalculatedfromthedatethattheasset isreadyforuse.Ateachbalancesheetclosingdate,assetsareexaminedtodetermine whether their carrying value is recoverable in the form of future benefits. If not, an impairment loss is recorded.
Subsidies received in connection with assets are deducted directly from the value of such assets.
Land is not depreciated.
Fixed assets which have been lease-financed are recorded according to the defined depreciation period for the asset concerned, regardless of the term of the financial contract.
Depreciation periods
g. Leasing
IftheconditionsforafinanceleasearesatisfiedtheleasedassetsinuseaccordingtoIAS17arecapitalizedasproperty,plant,and equipment and depreciated in full over the life of the leasing agreement. The leasing liabilities are valued at the present value of the lease payments.
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. Inventoriesconsist(IAS2§6)ofassetsheldinordertobesoldinthenormalcourseofactivity,assetsinproductionforsuchsale, and assets in the form of raw materials or supplies to be consumed in the production process.
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i. Provisions
Aprovisionissetupwhenever(1)thecompanyhasalegalorimplicitobligationatbalancesheetdate,(2)resultingfromapastevent,(3)whichwillprobablyengenderanoutflowofresources,(4)theamountofwhichcanbereliablyestimated(IAS37§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.
j. Trade receivables and payables
Tradeandotherreceivablesarerecordedattheirnetvaluelessvaluationallowances.Attheendoftheaccountingperiod,anestimateofdoubtfulreceivablesismade,basedonthetotalamountofunsettledamounts.Avalueallowanceisalsorecordedin the income statement as resulting from the difference between the carrying value of the receivable and the estimated 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 loansarerecorded initiallyat their fairvalue lessrelatedtransactioncosts.After initialbooking, interest-bearing loans are recorded at depreciated cost.
l. Financial instruments
Cashandequivalentsreferstocash,sightaccounts,short-term,highlyliquidinvestments,whichdonotpresentanymajorriskof 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.
Derivativefinancialinstrumentsareinitiallyrecordedatcostandre-assessedtotheirfairvalueateveryclosingdate.Aboveall2optioncontractsweresignedinregardtoaninvestmentintheUSimplantbusiness.
m. Income
Anincomeitemisrecognizedonceitisprobablethatthefutureeconomicbenefitswillaccruetothecompany,andprovidingthat these benefits can be reliably evaluated.
Turnover
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 will be 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.
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 onfinancialassetsheldfortransactionpurposes.Allinterestsandothercostsincurredinrespectofborrowingsorfinancialtransactions 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.
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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 retirement 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 previousaccountingperiods(IAS19§7).
p. Share options
Share options are valued at their fair value at allocation date. The fair value is estimated using the Black & Scholes option valuation model. This value is then charged on a straight-line basis during the vesting period, taking into account the estimated number of options finally acquired. When options are exercised, equity is increased by the amount of the proceeds collected.
q. Taxes
Income taxes recorded in the income statement are taxes payable 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.
r. Consolidation principles
Consolidation of investments in subsidiaries is carried out in accordance with IFRS 3 (Business Combinations) under the purchasemethod.Under this norm, the assets and liabilities acquired aremeasured at their «fair value» on the date ofpurchase. Next, the costs incurred in order to acquire the purchased shares are netted against the proportionate share of the newlyvaluedshareholders’equityinthesubsidiary.Apositivedifferenceresultingfromthiswillbeincludedunderintangibleassets 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.
AllreceivablesandpayablesaswellastransactionsbetweenrelatedentitiesoftheGrouphavebeeneliminatedaspartoftheconsolidation process.
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, which appeared reasonable at the time they were made but which may or may not turn out to be correct. Events are not predictable and can depend on factors lying outside the control of the company and which can turn out significantly differently to what had been anticipated.
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IBt Bebig GroupNotes to the Financial Statements
OOO“Bebig”Moscow, Russia
100%
Eckert & ZieglerItalia s.r.l.,Milan, Italy
100%
Eckert & ZieglerIberiaSLU.
Madrid, Spain
Eckert & Ziegler BebigRadiotherapySARL
Paris, France
100%
100%
100%
100%
100%
100%
15%
Eckert & ZieglerBebigSARLParis, France
100%
IBt Inc.NorcrossGA(USA)
IBt s.a.Seneffe (B)
100%
IBt Bebig GmbHBerlin , Germany
100%
IBt Ltd.London(UK)
ZAO«NanoBrachyTech»Moscow, Russia
Eckert & Ziegler MMIGmbH
Berlin , Germany
Eckert & ZieglerBebig GmbH,
Berlin , Germany
IsotronIsotopentechnik GmbH
Berlin, Germany
Eckert & ZieglerBebig India,
Chennai, India
Eckert & ZieglerBebig France,Paris, France
BranchOffices
Preliminary Note - Consolidation scopeComparability
Given the very significant changes that have occurred in the course of the year 2008, the comparability of the consolidated balance sheet and of the income statement between the years 2009 and 2008 is somewhat limited.
Asreminder:
1. From 1 March 2008, integration and consolidation of the permanent brachytherapy activities of Bebig GmbH and of its subsidiaries.
2.AsaresultofthesaleofallsharesownedbyIBttoitsformerpartnerinCurieMed,deconsolidationfrom1July2008oftheresults of CurieMed b.v., a previously partially owned subsidiary of IBt s.a.,
3.FollowingtheacquisitionoftheactivitiesofEckert&ZieglerAGinthefieldoftemporarybrachytherapy,consolidationofthe results of this acquisition from December 1, 2008.
Structure of the Group
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IBtLtd.,London,UnitedKingdom 100%IBtInc.,Norcross-Atlanta,USA 100%Eckert & Ziegler Bebig GmbH, Berlin, Germany 100%Eckert&ZieglerIberiaS.L.U.,Madrid,Spain 100%IBt Bebig GmbH, Germany 100%Eckert & Ziegler Italia s.r.l., Milano, Italy 100%Eckert & Ziegler MMI GmbH, Berlin, Germany 100%Eckert & Ziegler Bebig Radiotherapy s.a.r.l., Paris, France 100%Isotron Isotopentechnik GmbH, Berlin, Germany 100%Eckert & Ziegler Bebig s.a.r.l., Paris, France 100%
Branches
IBt Bebig France, ParisIBt Bebig India, Chennai
Joint Venture
A JointVenture «NanoBrachyTech »was founded in 2009 togetherwith Santis LLC and the Russian government fund«RUSSNANO».Russnanobrought intheamountofRUB103million incash.SantisLLCbrought itssubsidiary«OOOBebig»,Moscow,Russia,valuedatRUB148millionandIBts.a.broughtintangibleassetsintotheventure.Inexchangeforitscontribution in kind, IBt received a 15% equity stake in « NanoBrachyTech ». The intangibles assets so contributed to the JV previously carried no book value in the balance sheet as at December 31, 2008.
Subsidiaries of IBt s.a.
(directly or indirectly owned) at December 31, 2009
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Notes on the Consolidated Income Statement1. Revenue
The company generates its income mainly from the sale of goods and equipments and, to a lesser extent, from services provided.Therevenueshavegoneupinthefinancialyear2009fromEUR17,240thousandtoEUR30,677thousand.This78% increase was generated primarily from the full year consolidation of the 2008 acquisitions.
The amount of revenue generated by the services provided and invoiced to wholly owned companies of the Eckert & Ziegler Groupamountedin2009toEUR372thousand.
2. Costs of goods sold
The «Costs of goods sold» include all the direct costs associated with the materials used in the manufacturing of the goods that will be sold together with the cost pertaining to the labor and the depreciation of the assets that is directly attributable to the products sold.
3. Sales and Marketing expenses
Allexpendituresonadvertisingandothersales-relatedcostsarechargedtotheexpenseasincurred.Sales and Marketing expenses are broken down as follows:
(AmountsinthousandEUR) 2009 2008
Personnel 3,282 1,895Depreciation 899 930Other 3,738 3,197Total 7,919 6,022
4. General and Administration costs
GeneralandAdministrationcostsinclude:
(AmountsinthousandEUR) 2009 2008
Personnel 1,886 1,059Rent and Depreciation 1,434 336Services 663 549Other 914 1,086Total 4,897 2,871
5. Research and Development costs
All research costs, togetherwith the development costs thatwere not eligible for capitalization, have been expensed asincurred.TheyamountedtoEUR1,109thousandfor2009.Coststhathavebeencapitalizedduring2009relatedtothesetupof a new Iodine-125 production line in Berlin and to the setup of a production line for a future new product. The amount capitalizedin2009isEUR768thousandintangibleassets,nothingwascapitalizedinintangibleassets.
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(AmountsinthousandEUR) 2009 2008
Wages and salaries 6,961 4,157
Social security contributions and pensions costs 1,514 1,535
6. Number and Cost of employees
TheitemsintheincomestatementincludestaffcostsofEUR8,475thousand.Staff costs for the financial years 2009 and 2008 were as follows:
OnDecember31,2009,atotalof155personswereemployedbyGroupcompanies.
ThoseemployeeshavecontributedtotheGroup’sresultin2009,generatingapproximatelyEUR198thousand(2008:EUR116thousand)insales/person.
7. Depreciation and amortization
In2009,theamortizationanddepreciationofassetsrepresentEUR1.850millioncomparedwithEUR1.499millionin2008.The increase is mainly related to the full year consolidation of the activities acquired in 2008.
(AmountsinthousandEUR) 2009 2008
Cost of goods sold 269 328Sales & Marketing 899 931Research and Development 7 19General and Administrative 675 220Total 1,850 1,499
8. Other operating income
This relates to other miscellaneous revenue items linked to the company’s operations. In general, they cover: milestones payments, royalties, or distribution rights received, reimbursement of certain expenses by export agencies, services provided, abandonment of claims, etc... During2009,theGrouphasbenefitedfromanimportantnoncashandnonrecurringincome,amountingtoEUR0.83million,relatedtotheshares ithasreceivedinexchangefor itscontributionintoaRussianJV.Additionally,aportionofEUR152thousand was recorded for the granting to the Joint Venture « NanoBrachyTech » of an exclusive right to distribute products in the Russian market. This last item will recur for the next 5 years.
9. Other operating expenditure
Otheroperatingexpenditureessentiallyincludesexpenditureresultingfromimpairmentlosses.
10. Financial result
When it comes to manage foreign exchange risk, the company pursues a conservative policy consisting, in as much as it is possible, of reducing the volatility of its results caused by exogenous parameters. To achieve this, income and the related charges are, whenever feasible, denominated in the same currency. Similarly, debt financing and interest charges are denominated in thecurrencyof the incomestreamtheyhaveservedtoproduce.Options, forwardcontractsandswapsaresomeof theinstruments available for implementing this risk management policy. It is Group policy to centralize the management of this foreign exchange risk in the parent company, thereby relieving subsidiaries of the related administrative burden.
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The following exchange rates were used
Currency Dec. 31, 2009 Dec. 31, 2008 Average rate 2009 Average rate 2008 USD 1.433 1.410 1.461 1.478GBP 0.900 0.974 0.900 0.798
Interest rate risk :OneInterestRateSwapagreementwasenteredintoduring2008,convertingafixedratetoafloatingrate,withanotionalamountofEUR370,000andadurationof10years.Thefairmarketvalueofthisswapagreementstoodat+EUR18thousandon December 31, 2009.
Credit risk management :This risk is linked to potential for customer failure and has increased by the fact that the company is working considerably more with end users today.
The Group has credit lines with a number of financial institutions, providing access to in excess of three million Euro of short term funding.
11. Income tax expense
No income tax was incurred by IBt s.a. as the mother company has a large amount of operating losses that can be carried forward with no limitation in time under Belgian law. The amount of taxes reported in the results of the Group essentially relate to income taxes incurred by Bebig GmbH. The applicable tax rate for the computation of the tax charge in Germany for corporation tax and trade tax purposes during the financial year was 30.175 percent.
12. Profit/loss attributable to minority interest
No minority interest was recorded in 2009.
13. Earnings per share
The net result per share is obtained by dividing the net result recorded by the Group by the weighted average number of shares in circulation during the year. The diluted net result per share is calculated in the same way, taking also into account the potential increase in the number of shares that may result from the exercise of options, granted under the conditions of existingoptionplans.Bydefinition(IAS33),whenacompanypostsaloss,thedilutedresultpersharemaynotbelessthanthe undiluted result per share.
Earnings per share have been calculated as follows:
(AmountsinthousandEUR) 2009 2008
Numerator Net profit/loss 4,405 -2,681Denominator Weighted Average Number of shares (in ‘000) 17,579 16,429
Net profit per share (in EUR) 0.25 -0.16
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14. Restructuring costs
No restructuring costs were recorded in 2009.
Notes on the Consolidated Balance Sheet 15. Intangible assets
Intangible assets include goodwill, customer relations, prohibitions to compete, patents and technologies, licenses and software andcapitalizeddevelopmentcosts.Theintangibleassetsthatarenotsubjecttoscheduleddepreciationaremainlygoodwill.AsatDecember31,2009,thebookvalueofintangibleassetswithunlimitedeconomiclives,whicharenotsubjecttoscheduleddepreciation, relate to the goodwill paid by the company in the context of the acquisition of the shares of Bebig GmbH, Isotron Medizintechnik GmbH and MMI.
(AmountsinthousandEUR) 2009 2008
Goodwill 23,001 22,254Total as of Dec. 31 23,001 22,254
(AmountsinthousandEUR) 2009 2008
Licenses/Softwares 351 496Intellectual property 72 72Capitalized development costs 173 217Others 42
Total as of Dec. 31 596 827
Thebookvaluesoftheintangibleassetsthataresubjecttoscheduledamortizationwereasfollows,asatDecember31,2009.
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16. Property, plant and equipment
Tangible assets are recorded at cost less cumulative depreciation and impairment losses.
Leased assets are recorded as financial leases when, under the terms of the contract, the risks and benefits of ownership are substantially transferred to the lessee. In this case, the assets held are reported under the Group’s assets at fair value. The corresponding debt to the lessor is accounted for as a financial leasing obligation. Lease payments are split between financial charges and reduction of the related debt.Anumberoftheassetsthathavebeenacquiredunderleasecontractshavebeenmadeavailableforusagebycustomers.
The fixed assets are net of all subsidies received. Subsidies received are deducted directly from the acquisition price of the assets which it has helped finance.
TANGIBLEASSETSAsof
31.12.2008Aquisitions Additions Disposals Clearing of
PrepaymentsAsof
31.12.2009
1. Land and Buildings 4,268 0 187 0 34 4,489
2. Machine & Equipments 12,483 0 134 0 375 12,992
3. Other Equipment 4,912 0 609 61 -4 5,456
4. Prepaid assets 1,255 0 966 0 -581 1,640
5. Asset Retirement Obligation 592 0 336 0 0 928
23,510 0 2,232 61 -176 25,505
TANGIBLEASSETS(Amounts in thousand EUR) Accumulateddepreciation Net value
Asof31.12.2008
Additions Disposals Asof31.12.2009
Asof31.12.2008
Asof31.12.2009
1. Land and Buildings 1,865 239 0 2,104 2,403 2,385
2. Machine & Equipments 9,768 994 188 10,574 2,715 2,418
3. Other Equipment 2,710 593 36 3,267 2,202 2,189
4. Prepaid assets 0 0 0 0 1,255 1,640
5. Asset Retirement Obligation 24 125 0 149 568 779
14,367 1,951 224 16,094 9,143 9,411
17. Other non-current assets
TheamountofEUR148thousandismainlymadeupofEUR100thousandrelatingtotherightofpaymentforassetretirementincaseofearlycancellationofacontractwithoneofthemajorcustomersofthecompany.Theremainingvalueisrelatedtodeposits paid by the company.
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(AmountsinthousandEUR) 2009 2008
Trade accounts receivables 7,013 6,857Related parties receivable 977 1,178Less allowances -592 -509Balance as of Dec. 31 7,398 7,524
18. Cash and cash equivalents
CashandcashequivalentsamountedtoEUR9,605thousandandwererepresentedbycashinhand,cashatbanksandshortterm deposits maturing within three months. Investments in «high yield» financial assets were neither made during the year, nor outstanding at the end of the year.
19. Deferred tax assets
Deferred tax assets are recorded on base of different valuations of assets and liabilities between the IFRS closing and the according tax statements, as well as calculated on base of the available tax deductible losses carried forward. Deferred tax assetsandliabilitiesarebalancedasfarasitispossibleundertherulesofIAS12.Taxassetsontaxdeductiblelossescarriedforwardaresubjecttoanimpairmenttestregardingexistenceandvalue.It should be mentioned that for the closing of the financial year 2009 the existence was investigated also in consideration of the change of control happened to the company. The accounting for tax assets on tax deductible losses carried forward is based on assumptions and forward looking planning done by the company, these are by nature not definite.
ThetaxassetaccountedfortaxdeductiblelossescarriedforwardamountstoEUR5,200thousandlocatedwithEUR5,143thousand in IBt s.a.Tobe complete: an additional assetof EUR4,000 thousand is available for futureuse, butunder theapplicable rules not accounted.
ThebalancedtaxassetsandliabilitiesaccountedontemporarydifferencesamountstoEUR3,338thousand.
ThisamountissplitasfollowsinEURthousands:
TheamountoftradereceivablesincludesamountsheldagainstcompaniesthatarewhollyownedbyEckert&ZieglerAGforaboutEUR1.0million.Outofthisnumber,EUR0.9millionrelatestoa«thirdpartyclaim»madebyIBts.a.againstEckert&ZieglerAGinthecontextofthetransactionclosedinFebruary2008andforwhichacorrespondingprovisionhasbeenrecorded under «Trade accounts payables». Likewise, the outstanding trade payables by IBt or its subsidiaries towards Eckert &ZieglerAGoritswhollyownedsubsidiariesamountedtoEUR196thousand.
20. Trade accounts receivables
Difference on Tax assets Tax Liabilities
Fixed assets 325 150Provisions & asset retirement obligations 1,343 19Receivables 0 127Payables & prepayments received 1,733 0Stock 60 0Others 173 0Total 3,634 296
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Raw materials, consumables and supplies mainly consist of nuclides and components needed for the fabrication of end products.Adjustmentsweremadeonthebasisofacomparisonofnetrealizablevalueagainstbookvaluerecorded(EUR116thousandloss).
22. Other short-term assets
TheOtherShort-termAssetsamountingtoEUR2,928thousandmainlyconsistsofdeferrals,prepaymentsandamountsowedbytaxauthorities.AdditionallytheloanprovidedtoCoreOncologyamountingtoEUR1.382millionisrecordedunderthispositionaswellastheattachedoptionsevaluatedtoEUR13thousand.AportionofEUR933thousandrelatestoVATassets.
23. Shareholders’ equity
Capital
IBt’ssubscribedcapitalamountstoEUR10.9millionandtheIssuancePremiumaccountamountstoEUR50.2million.TheparvaluepersharestandsatBEF25,orapproximatelyEUR0.62pershare.AuthorizedcapitalamountstoEUR10,879,026.72.ItisavailableforusageuntilJune2013.
Number of shares
Thetotalnumberofsharesoutstandingamountsto17,554,354shareswithoutnominalvalue.Foradetaileddescriptionoftherights and privileges linked to shares and beneficiary shares, see section « IBt Share and Shareholders »
No warrants were exercised during 2009.
The company does not hold any treasury or own shares.
24. Debt
Borrowings consist of the following items as of December 31, 2009:
(AmountsinthousandEUR) 2009 2008
Bank borrowings 2,788 3,589Other borrowings 10,034 9,353
Balance as of Dec. 31 12,822 12,942
(AmountsinthousandEUR) 2009 2008
Raw materials and consumables 993 1,650Trading Goods 850 1,022Finished products 1,222 838Products in production – WIP 823 123Balance as of Dec. 31 3,845 3,633
21. Inventories
Inventories consist of the following items as of December 31, 2009:
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(AmountsinthousandEUR) 2009 2008
Current deferred income from grants 121 121Other current deferred income 46 33Non-current deferred income from grants 249 367Balance as of Dec. 31 416 521
(AmountsinthousandEUR) 2009 2008
Change in Provision 433 1,999AsatDecember31, 5,632 5,199
26. Other non-current liabilities
Themainelementofothernon-currentliabilities istheprovisionrecordedpursuanttoIAS37,asadjustedinaccordancewithIFRIC1. It isrelatedtoAssetretirementobligations, i.e. forassetscontaminatedduringtheproductionprocesswithradioactive nuclides.
27. Provisions
Short-term provisions were recorded in 2009 as follows:
(AmountsinthousandEUR) 2009 2008
Personel costs 827 1,230Others 2,908 2,828Balance as of Dec. 31 3,736 4,058
28. Other current liabilities
The position is related to liabilities from social securities, salary and similar items.
(AmountsinthousandEUR) duration < 1 year
duration between 1 and 5
years
duration > 5 years
Loans with Eckert & Ziegler AG 9,339 0 6,089 3,250Banks - Other loans 2,788 990 1,493 305Others 695 72 288 335
Total borrowings as of Dec. 31 12,822 1,062 7,870 3,890
ContractualadjustmentofthepricepaidbyIBtforthetemporarybrachytherapyactivitiesofEckert&ZieglerAGisleadingtotheincreaseoftheseller’sloanprovidedbyEckert&ZieglerAGtothemaximumofEUR6.5Million.
Debtsreferredtoundertheline«Others»arenoninterestbearing.
25. Deferred income from grants and other deferred income
The item “Deferred income from grants and other deferred income” is made up of the following as of December 31 2009:
The following table gives an overview of the loans (including leasing debt), broken down according to their maturity
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Financial risks analysisFor a general risk analysis, please refer to the Management report. The notes hereafter refer more specifically to some of the financial risks. In the course of its operational activities, the Group is exposed to credit, liquidity and market risks in the finance sector. Market risks relate in particular to interest rate changes and foreign exchange risks.
29. Credit risk
Credit risk or risk of non-payment is the risk that a customer or contractor of the Group cannot meet its contractual obligations. The result of this is on the one hand the risk of depreciation of financial instruments due to issues of solvency and on the other hand the risk of partial or complete loss of contractually agreed payments. For the Group a possible credit risk arises essentially from its receivables from goods and services. Exposure is primarily influenced by the size of the customer and region-specific regulations and customs for handling the reimbursement of medical services by public authorities. In general, initialdeliveriesareinprinciplemadeagainstcashinadvanceorlettersofcredit,usedasasafeguard.AspartoftheGroup-wide risk management, the credit risk is monitored by means of regular analysis of overdue payments of all receivables from goods and services.
The age structure of due, but not depreciated receivables, is shown as at December 31, 2009 as follows:
(AmountsinthousandEUR) 2009 2008
Not due 2,983 3,3341 to 90 days 2,477 1,939Over 90 days 961 1,073Balance as of Dec. 31 6,420 6,346
Theoverdue,butnotyetdepreciatedreceivablesrelateessentiallytoclaimsondoctors’practicesandforeignclinics.Onthebasis of past experience, payment is expected at the above-mentioned level.
Thereceivablesarediscountedusingtheaveragedayssalesoutstanding(DSO)withthecorrespondingEURIBORrates.TheimpactrepresentedaprofitofEUR45thousand,astheDSOcouldbedecreasedin2009.
30. Liquidity risk
The liquidity risk is the risk that the Group is not able to meet its financial obligations on time. The aim and function of liquidity managementistoensurethattheprovisionofborrowedfundsandcapitalresourcesisalwaysadequate.Aspartoffinancialplanning, a liquidity forecast is produced from which it is possible to identify the borrowed fund financing requirements in advance.
Asatthedateoftheclosing,theconsolidatedbalancesheetshowsvariousshort-termandlong-termobligationsbothtoEckert&ZieglerAG,animportantshareholderoftheGroup,andalsotovariouscreditinstitutions.Forthefutureliquidityofthe company, it is necessary for this third-party financing to continue. So far, the company has experienced limited effects from the financial crisis on the availability of financing.
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In thousand of currency 2009 2008GBP USD CHF GBP USD CHF
Cash 141 108 48 47Receivables from goods and services 248 2,271 119 170 209 25Trade accounts payables -96 -75 -6 -50 -45 -36
Balance-sheet exposure 293 2,304 113 168 211 -11
(AmountsinthousandEUR) 2009 2008
Interest-bearing financial assets 1,409 28of which variable interest rate 0 0of which fixed interest rate 1,409 28
Interest-bearing liabilities 12,127 10,253of which variable interest rate 2,839 1,375of which variable interest rate 9,288 8,878
31. Foreign exchange risks
The Group’s international business activities exposes it to foreign exchange risks which result from the influence of exchange ratefluctuationsonbusinessandassetsandliabilitiesdenominatedinforeigncurrencies(transactionrisks).Atpresent,themainforeigncurrencyriskwithintheGrouprelatestothefluctuationsintheEURGBPandEURUSDrates,andtoalesserextent,toCHF.Inthecaseofthesecurrencies,therearefewcostsincurredinthesamecurrency.Asaresult,thecompleteconversion is exposed to the currency risk.
The exposure of the Group in respect of transaction risk as at the date of the annual accounts was as follows:
Foreign currency exposure
32. Interest rate risks
Asatthebalance-sheetdate,theCompanyhasthefollowingmedium-termandlong-terminterest-bearingassetsandliabilities:
Medium-term and long-term interest-bearing assets and liabilities
33. «Off balance sheet» items
Asatthebalance-sheetdate,therewasonelongterminterestrateswapagreementoutstandingforanotionalamountof EUR370thousand.Thefairmarketvalueofthiscontractstoodat+EUR18thousand.
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Notes on the Consolidated Cash FlowTheGroupcashflowstatementdepictshowcashbalanceshavechangedbycashinflowsand/oroutflowsinthecourseofthefinancialyear.InaccordancewithIAS7,cashflowshavebeensplitundercashinflowsfromoperating,investingandfinancingactivities. Cash and cash equivalents shown are represented by cash in hand, cash at banks and all highly liquid cash equivalents maturing within three months.
34. Cash Flow from operating activities
Startingwith the“Netprofit”after tax, thecash inflowsandoutflowsaredetermined indirectly.Profit/lossafter taxes isadjustedforexpensesorincomenotinvolvingthemovementofcashandsupplementedbychangesinassetsandliabilities.
35. Cash Flow from investing activities
Cash flows from investing activities are derived only from actual cash payment transactions. They include cash flows in connectionwith the acquisition and/ordisposalofnon-current assets andmarketable securitieswhichdonot formpartof cash and cash equivalents. Inflows and outflows of cash from the acquisition and disposal of companies are also included here. The received stake of NBt JV has not been included here as the transaction was not based on a cash payment.
36. Cash Flow from financing activities
Cash flows from financing activities are derived from actual payment transactions. Changes in the balance sheet items which are consideredasmovementsintheGroupcashflowstatementareadjustedtoexcludenon-casheffectsofcurrencytranslation.Further, investing and financing transactions that have not led to changes in actual cash and cash equivalents are not included in the cash flow statement. For these reasons, some of the changes to the balance sheet items concerned in the cash flow statement may not be directly reconcilable to the corresponding amounts.
37. Concentration of risk
Duringtheyear,thetwosinglelargestcustomersrepresentedapproximatelyEUR2.86millionandEUR1.39millionworthofsales in 2009, i.e. approximately, if aggregated together, 13% of the Group’s total sales.
38. Related parties
UnderIAS24,transactionswithpersonsorcompaniesonwhichIBts.a.exercisesacontrolaretobedisclosed.AlltransactionswithintheGroupwereundertakenbasedontheevaluationofthemutualeconomicbenefitforallthepartiesinvolved.Allsuchtransactionsareentered intoonanarm’s lengthbasis.Theapplicableconditionsarebasedonequitablenegotiation criteria and respect the principle of free trade and competition.
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IBt s.a. – ExtractsNon Consolidated or StatutoryFinancial Statements OnlytheconsolidatedfinancialstatementsreproducedabovepresentafaithfulpictureoftheGroup’sfinancialsituationandresults.
In conformity with Belgian legislation, the non consolidated financial statements, an extract of which are included here below, accompaniedbythemanagementreportoftheBoardofDirectors,andthatoftheStatutoryAuditor,willbefiledwiththeNational Bank of Belgium.
The auditor has issued an ”unqualified opinion on the annual financial statements”. This certifies that the non consolidated financial statements present a true and faithful view of the company’s financial situation in accordance with legal and statutory provisions.
These documents are available on request at:IBt s.a.Investors RelationsZone Industrielle CB-7180 Seneffe
Non Consolidated Statement of Income(AmountsinthousandEUR) 2009 2008
Sales and services 26,660 8,843Cost of sales and services 19,334 10,424Operating result 7,327 -1,582Net financial result -46 -68Net extraordinary result 282 -2,300Result 7,563 -3,949
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Non Consolidated Balance Sheet
References
Affiliated parties – intra-Group transactions
This item was dealt with in the Notes above (cf. note 38).
Events after the closing date
This item was dealt with in the Board of Directors’ Management Report.
Statutory auditor
This item was dealt with in the ‘Corporate Governance’ section.
Structure of the capital
This item was dealt with in the section ‘IBt – Share and shareholders’.
Statement from the responsible persons :
PursuanttolegalrequirementsandtotheRoyalDecreeofNovember14,2007,Dr.AndreasEckert,ChairmanoftheBoard; Dr. Edgar Löffler, Managing Director and Dr. Gunnar Mann, Managing Director, declare that, to the best of their knowledge:
(1) The consolidated financial statements for 2009 have been prepared in accordance with applicable accounting standards and accurately reflect the assets, financial position, and earnings of IBt Bebig Group and its subsidiaries included in the consolidation;
(2) The management report includes a fair view of the business progress, the earnings, and the position of IBt Bebig Group and the subsidiaries included in the consolidation as well as a description of principal risks and uncertainties they face.
(AmountsinthousandEUR) 2009 2008
AssetsStart-up Costs 7 0Intangible assets 173 217Tangible assets 3,582 3,987Financial assets 36,657 33,410Inventories 200 0Amounts receivable within one year 7,834 4,314Investments, cash and cash equivalents 6,691 711Total 55,144 42,641
liabilitiesCapital 10,879 10,879Issue premium 50,186 50,186Deferred loss -28,590 -36,153Subsidies 0 0Provisions 725 708Amounts payable after one year 11,760 10,302Amounts payable within one year 10,184 6,719Total 55,144 42,641
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Corporate Governance
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IBt Bebig believes that a good corporate governance
system is a necessary condition to ensure its long term
success. This implies an effective decision-making process.
It has to allow for an optimal balance between a culture
of entrepreneurship and highly effective steering and
oversight processes. In this respect IBt Bebig has sought,
whilst taking into account the specificities and the size of
the company, to apply the recommendations contained
in the “Belgian Corporate Governance Code” that was
updated on March 2009.
IBt Bebig Corporate Governance Charter is available
on the company’s website (www.ibt-bebig.eu - Investor
Relations section – Corporate Governance) and describes
the main aspects of its corporate governance. A summary
of the provisions relating solely to the company’s control
organs and management is provided here below.
Organization and Controlof IBt Bebig
I. The Board of Directors
Role, powers and responsibilities of the Board:
The Company is headed by a Board a Directors acting as
collegial body.
The Board’s role is to pursue the long-term success of the
Company by providing entrepreneurial leadership and
enabling risks to be assessed and managed. The Board pays
attention to corporate social responsibility and diversity.
The Company has opted for a “one-tier” governance
structure. As a result and as provided for by article 522
of the Belgian Company Code, the Board of Directors
is the ultimate decision-making body in the Company,
except with respect to such areas which are reserved to
the shareholders’ meeting by law or by the Company’s
Articles of Association.
With respect to its monitoring responsibilities, the Board
shall:
• review the existence and functioning of a system of
internal control, including adequate identification
and management of risks (including those relating to
compliance with existing legislation and regulations);
• take all necessary measures to ensure the integrity and
timely disclosure of the Company’s financial statements
and other material financial and non-financial
information disclosed to the shareholders and the
potential shareholders;
• review executive management performance and the
realization of the Company’s strategy;
• supervise the performance of the external auditor and
supervise the internal audit function;
• monitor and review the effectiveness of its Committees.
Furthermore, the Board encourages the dialogue with all
shareholders and potential shareholders of the Company
and encourages the Company’s controlling shareholder(s) to
comply with the 2009 Belgian Corporate Governance Code.
Corporate Governance
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It should be noted however that Pr. John L. Carden,
Mr. Jean-Pierre Delwart and Mr. Claude Onkelinx will
resign from the Board of IBt effective at the adjournment
of the June 7, 2010 IBt General Assembly of Shareholders.
The functioning of the Board
The Board shall meet sufficiently regularly to fulfill its
duties effectively but in any case not less than four (4)
Members of the Board of Directors
Name Duties within IBt Bebig Main duties outside of IBt Bebig End of term
Dr. Andreas Eckert (1) Chairman of the Board CEO Eckert & Ziegler AG June 2011Dr. Edgar Löffler Managing Director Member of the Executive Board of
Eckert & Ziegler AGJune 2013
Dr. Gunnar Mann Managing Director - June 2013Eckert & Ziegler Strahlen-und Medizintechnik AG represented by Dr. André Hess
Director Member of the Executive Board of Eckert & Ziegler AG
June 2013
SMI Steglitz Medinvest UG, represented by Frank Perschmann
Director - June 2015
Pr. John L. Carden Independent Director - June 2013Jean-Pierre Delwart (1) Independent Director CEO Eurogentec s.a. June 2011Martin Hölscher (1) Independent Director Director Strategic Engagement &
Deployment Program Scale, The Coca-Cola Company Bottling Investment Group
June 2013
Claude Onkelinx (1) Independent Director June 2013
(1) = Nomination and Remuneration Committee
times a year. The date, hour and place of such meetings
will be agreed upon by the Board, upon proposal by the
Chairman, for the next financial year at the last Board
meeting of each financial year.
The Board is convened by the Chairman or by at least
two (2) Directors acting jointly. The Board meets each
time it is required by the Company’s interest.
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The Board meetings are based on an agenda, defined by
the Chairman after prior consultation with the Managing
Directors, specifying the topics for decision and those for
information. Board members have the power to raise any
question which they consider appropriate concerning the
Company and its operations.
The Board can only validly take decisions if at least half
the members are present or represented.
The Directors should arrange their personal and business
affairs so as to avoid conflicts of interest with the
Company. Any Director with a conflicting financial interest
(as set forth in article 523 of the Belgian Company
Code) on any matter before the Board must bring it to
the attention of both the statutory auditor and fellow
Directors, and shall not take part in any deliberations
related hereto. Any abstention from voting, as a result
of a conflict of interest, shall be disclosed in accordance
with the relevant legal provisions. Given the existence of
a controlling shareholder of the Company, the Company
decides that functional conflict of interests shall be
considered as conflict of interest within the meaning of
article 523 of the Belgian Company Code.
Access to information and management
Non-executive members of the Board shall not intervene
directly in the operations of the Company other than in
exceptional circumstances, on a “needs only” basis and
following prior consultation with the Managing Directors.
Non-executive members of the Board ordinarily shall not
give instructions to, or interfere with the activities of the
Company management and employees. Directors have
access to all corporate information needed to fulfill their
duties as Board members. The right of access is subject, in
the case of personal information concerning employees
of the Company, to applicable privacy laws. The Company
Secretary is available to supply the requested information.
Remuneration of Directors
The mandate of Directors is free of charge, unless decided
otherwise by the shareholders’ meeting.
Should their mandate become remunerated, the
Nomination and Remuneration Committee will
recommend the level of remuneration for Directors,
including the Chairman, subject to approval by the Board
and, subsequently, by the shareholders’ meeting when it
approves the annual accounts. This remuneration could
include both regular remuneration for Board membership
and meeting’s attendance fees.
In compensation for their expenses, non-executive
members receive today a fixed amount of EUR 250 per
meeting attended in person. The Managing Directors, are
remunerated for their function as Managing Directors on
the basis of their contracts but they are not remunerated
as Directors.
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The Chairman
The Board elects the Chairman of the Board from
amongst the Directors on the basis of her/his knowledge,
skills, experience and mediation strength. The Managing
Directors will not be the Chairman of the Board.
The Chairman is responsible for the proper and efficient
functioning of the Board.
The Chairman promotes effective interaction between
the Board and the executive management. The Chairman
establishes a close relationship with the Managing
Directors, providing support and advice, while fully
respecting the executive responsibilities of the Managing
Directors.
The Chairman chairs the shareholders’ meetings. The
Chairman will serve as interface between the Board
and major shareholders of the Company on matters of
corporate governance
The Company Secretary
The Company Secretary and an external Legal Counsel
shall be appointed by the Board. The two different
functions (Company Secretary and Legal Counsel) may be
exercised by the same external Legal Counsel.
With the assistance of the external Legal Counsel,
the Company Secretary shall advise the Board on all
corporate governance matters (including all questions
with respect to the application of articles 523 and 524
of the Belgian Company Code) and shall report to the
Board of Directors on how procedures are complied
with and whether the Board acts in accordance with its
statutory obligations and its obligations under the Articles
of Association. The Company Secretary shall assist the
Chairman in the logistics associated with the affairs of the
Board (information, agenda, etc.).
Individual Directors have direct access to the Company
Secretary - and/or the Legal Counsel. The Company
Secretary and/or the Legal Counsel shall be expressly
required to inform all Directors about the protection
of the right of the minority shareholders and the other
stakeholders of the Company
Board meeting attendance
The Board meets at least four times a year. In 2009, the
Board met 8 times with an average overall attendance rate
of 94%.
Conflicts of interest
During the year 2009, the articles 523 and 524, governing
the application of «conflict of interest» rules under Belgian
law, have been applied in different instances. Details are
described in the Management Report, section Statutory
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II. Daily Management
The Managing Directors
Following the resignation of François Blondel, former
Managing Director, on March 24, 2010 from all of his
duties and responsibilities within the Group, whether
as a Director of IBt s.a. or of its subsidiaries, Dr. Edgar
Löffler and Dr. Gunnar Mann, Directors of IBt, have been
appointed as the new persons in charge of the daily
management of the company. They have taken over the
responsibilities of Mr. Blondel and manage jointly, each in
his capacity as Managing Director.
The Managing Directors or the “Administrateurs
Délégués” of the company are in charge to implement
the mission, strategy and targets set by the Board and to
assume responsibility for the day-to-day management of
the Company. The Managing Directors report directly to
the Board.
Remuneration
Remuneration of the former Managing Director and the two new Managing Directors
During 2009, the Remuneration Committee reviewed
the remuneration of the former and new Managing
Directors. It is composed of fixed and variable
components.
Fixed remuneration is in the form of a fixed salary and
non-monetary items. Non-monetary compensation
consists of providing a company car. Variable remuneration
is non-recurring and linked to short-term business
successes. No options were granted during the year 2009.
All allowances for health and retirement insurances are
included and reported under the fixed remuneration.
During the year 2009, the total compensation of the
former Managing Director, François Blondel, amounted
to EUR 407,400 broken down into a fixed remuneration
of EUR 244,800 and of a variable remuneration of EUR
162,600.
During the year 2009, the compensation of the two new
Managing Directors amounted to a total of EUR 589,807,
detailed as below:
• Dr. Edgar Löffler had a total of EUR 347,697, composed
of a fixed remuneration of EUR 168,000 and a variable
remuneration of EUR 179,697.
• Dr. Gunnar Mann had a total of EUR 242,110, composed
of a fixed remuneration of EUR 120,000 and a variable
remuneration of EUR 122,110.
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III. Nomination and Remuneration Committee
Composition
The Nomination and Remuneration Committee
comprises at least three (3) Directors. All members of the
Nomination and Remuneration Committee must be non-
executive Directors, and a majority of the members of
the Committee must be independent. The Remuneration
Committee is chaired by an independent Director.
Role and responsibilities
The Nomination and Remuneration Committee makes
recommendations to the Board on the appointment
and remuneration of the members of the Board, of the
Managing Director and of the Executive Directors.
The Nomination and Remuneration Committee checks
its own operation and efficiency once a year. It reports
on its evaluation to the Board and submits to the Board
proposals for changes where necessary.
The Nomination and Remuneration Committee meets at
least twice a year. During the year 2009 the Committee
met 2 times.
IV. Other Committees
The Company has no obligation to set up an audit committee
because it does not meet the legal criteria, as IBt Bebig has a
revenue below EUR 50 million and fewer than 250 employees,
as per Article 526 bis §1 of the Belgian Company Code.
V. Auditor
The current group and statutory auditor has been the
same Audit Company since its creation in 1996: Clybouw
Réviseurs d’entreprises s.c.p.r.l., Oosterveldlaan 246, 2610
– Wilrijk (Antwerp), represented by Mr. André Clybouw.
The auditor is appointed for a three-year renewable term
(the current mandate expires in June 2011).
For his task of certifying the accounts, the auditor received
in 2009 a fixed remuneration that was approved by the Gen-
eral Assembly of Shareholders in June 2008. His fees for the
audit of the statutory accounts of IBt s.a. and of the consoli-
dated financial statements of the IBt Bebig group amounted
to EUR 17,294.52. The audit of the subsidiary Bebig GmbH
was delegated to KMPG Deutschland. Their fees were
included in the services provided by Eckert & Ziegler AG.
Additional work falling outside the main mission of the
group auditor was invoiced separately. It amounted to a
total of EUR 2,500 during the year 2009 and related to
the services he provided in the context of helping and
attending a board meeting.
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Notes
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€ 000 2009 2008 2007 CAGR (%)
Sales 30 682 17 240 8 003 95.8%EBITDA 7 200 3 897 584 251.1% EBITDA margin (%) 23.5% 22.6% 7.3%EBIT 5 350 2 398 -241 na EBIT margin (%) 17.4% 13.9% -3.0%Net income 4 405 -2 681 -8 620 na Net margin (%) 14.4% -15.6% -107.7%Research & Development expenses 1 109 257 0 na
Equity 33 430 29 062 8 073 103.5%Cash 9 605 2 305 3 005 78.8%Financial debt 12 822 12 942 1 412 201.3%Net debt (cash) position 3 217 10 637 -1 593 Gearing ratio 38.4% 44.5% 17.5%Total assets 66 322 55 115 17 810 93.0%
Share price at December 31st. 3.70 2.45 3.17 8.0%Number of shares at December 31st. 17 554 354 17 554 354 10 804 354 27.5%Market capitalization 64 951 43 008 34 250 37.7%Enterprise value 68 168 53 645 32 657 44.5%
Earnings per share EPS (EUR/share) 0.25 -0.15 -0.80Book value per share (EUR/share) 1.90 1.66 0.75 59.6%Price/Earnings ratio 14.74 - -Price/Book value 1.94 1.48 4.24 EV/EBITDA 9.5 13.8 55.9
Employees at December 31st. 155 148 65 54.4%
Key Figures Sales per applications (treatment of cancers)
Employees in 2007-2009Total number of employees per year and Sales per employee (EUR 000)
12%Therapy Accessories & Others
5%Eye
32%Head, Neck, Gynecological
51%Prostate
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2009 2008 2007
210
180
150
120
90
60
30
0
Nbr. Employee Sales per Employee (EUR 000)
Sales/EBIT/Net
EUR
000 30
,682
5,35
0
4,40
5
65
123
148
116
155
198
17,2
40
2,39
8
-2,6
81
8,00
3
-241
-8,6
20
2009 2008 2007
31,000
26,000
21,000
16,000
11,000
6,000
1,000
-4,000
-9,000
Sales EBIT Net Income
Financial Data 2009
Financial Calendar Trading Update 1Q-2010: by mid-May 2010Annual General Meeting: June 7, 2010 (10:30 am)Half-Year Results 2010: by end August 2010 Trading Update 3Q-2010: by mid-November 2010Annual Results 2010: by mid-March 2011
Contributing to saving lives !
annual repor t 2009
TAKINGOFF !
Contact:
Paul-Emmanuel Goethals
Head of Investor Relations & Communication
Zone Industrielle C
7180 Seneffe (Belgium)
Tel: +32 64 520 808
Fax: +32 64 520 801
E-Mail: ir@ibt-bebig.eu
Website: www.ibt-bebig.eu
Version française disponible sur demande
Contributing to Saving Lives !
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Highlights of the year
Message to our Shareholders
IBt Bebig Today
IBt Share and Shareholders
Corporate Gover-nance
Management & Financial Report
Corporate Governance
IBt annual report 2009