iagnostic Speci
Fourth quarter
2007
The Diagnostic
Specialist
2007
DIASORIN GROUP QUARTERLY REPORT AT DECEMBER 31, 2007
DiaSorin S.p.A Via Crescentino (no building No.)- 13040 Saluggia (VC) - Tax I.D. and Vercelli Company Register No. 13144290155
Fourth quarter
Contents Governative bodies Consolidated financial highlights
p. 5 p. 6
1.
Report on operations 1.1. Review of the Group’s operating performance and financial position 1.1.1. The foreign exchange market 1.1.2. Operating performance in the fourth quarter of 2007 1.1.3. Analysis of consolidated cash flow 1.1.4. Analysis of consolidated net borrowings 1.1.5. Operating performance in 2007
p. p. p. p. p. p. p.
2.
Transactions with related parties
p. 17
3.
Significant events occurring after december 31, 2007
p. 19
4.
Consolidated financial statements at december 31, 2007 Income statement Balance sheet Statement of cash flow Statement of changes in shareholders’ equity
p. p. p. p. p.
21 21 22 24 25
Notes to the consolidated financial statements - Accounting principles and scope of consolidation - Segment information - Income statement - Balance sheet
p. p. p. p. p.
26 26 28 29 31
7 7 7 7 12 13 14
3
2007
Fourth quarter
GOVERNATIVE BODIES
Board of directors
(ELECTED ON MARCH 26, 2007)
Chairman Executive deputy Chairman
Gustavo Denegri Antonio Boniolo
Chief executive officer
Carlo Rosa1
Directors
Giuseppe Alessandria 2 Chen Menachem Even Enrico Mario Amo Ezio Garibaldi 2 Michele Denegri Franco Moscetti 2
Board of statutory auditors Chairman
Luigi Martino
Statutory auditors
Bruno Marchina Vittorio Moro
Alternates
Alessandro Aimo Boot Maria Carla Bottini
Independent auditors
1 2
Deloitte & Touche S.p.A.
General Manager Independent Director
5
2007
CONSOLIDATED FINANCIAL HIGHLIGHTS Fourth quarter 2007
as a % of
2006
Full year as a % of
2007
as a % of
2006
as a % of
(in thousands of euros) Net revenues
51,161
100.0%
43,100
100.0%
202,324
100.0%
179,756
100.0%
EBITDA
14,918
29.2%
10,475
24.3%
60,011
29.7%
54,489
30.3%
Operating result (EBIT)
11,403
22.3%
6,740
15.6%
46,056
22.8%
40,210
22.4%
6,143
12.0%
3,315
7.7%
25,197
12.5%
22,294
12.4%
Adjusted EBITDA
14,918
29.2%
10,475
24.3%
64,004
31.6%
52,557
29.2%
EBIT before nonrecurring income/expense
11,403
22.3%
6,740
15.6%
50,049
24.7%
38,278
21.3%
6,143
12.0%
3,315
7.7%
27,703
13.7%
21,082
11.7%
Net result
Net result before nonrecurring income/expense
(in thousands of euros) Total assets Net borrowings Shareholders’ equity
6
reve-nues
reve-nues
reve-nues
reve-nues
At december 31, 2007
at december 31, 2006
208,430
194,081
12,151
34,730
120,294
87,737
Fourth quarter
1. REPORT ON OPERATIONS 1.1. Review of the Group’s operating performance and financial position Pursuant to Article 3 of Legislative Decree No. 38 of February 28, 2005, which governs the selection of the alternatives provided in Article 5 of EC Regulation No. 1606/2002 of the European Parliament and Council dated July 19, 2002 concerning the adoption of the International Financial Reporting Standards, the Company voluntarily elected to adopt the International Financial Reporting Standards (hereinafter also referred to as “IFRS”), as published by the International Accounting Standards Board (“IASB”) and officially approved by the European Union, for the preparation of its consolidated financial statements, starting with the year ended December 31, 2006. This quarterly report was prepared in accordance with the provisions of IAS 34 – Interim Financial Reporting. The data at December 31, 2006 have been restated in accordance with International Financial Reporting Standards (IFRS). With regard to the composition of gross profit, some of the items that were included in last year’s computation have been reclassified in accordance with the presentation criteria adopted this year, which reflect a more accurate allocation of such items, consistent with sound management criteria. Lastly, this quarterly report was not audited.
1.1.1. The foreign exchange market The average exchange rates for the fourth quarter of 2007 show that the euro appreciated significantly versus the currencies that have an impact on the Group’s operations. The table below provides a comparison between the exchange rates for the fourth quarter of 2007 and the same period last year (source: Italian Foreign Exchange Office): Fourth quarter
Currency U.S. dollar (USD) Brazilian real (BRL) British pound (GBP) Swedish kronor (SEK) Mexican peso (MXN) Israeli shekel (ILS)
full year
2007
2006
2007
2006
1.4494
1.2902
1.4721
1.3170
2.5873
2.7767
2.6108
2.8133
0.7086
0.6731
0.7334
0.6715
9.2981
9.1306
9.4415
9.0404
15.7301
14.0516
16.0547
14.2937
5.7142
5.4943
5.6651
5.5501
1.1.2. Operating performance in the fourth quarter of 2007 The results reported in the fourth quarter of 2007 confirm and strengthen the success of the strategy of geographic and technological expansion pursued by the DiaSorin Group. In the last three months of 2007, the rate of revenue growth continued to accelerate compared with the same period the previous year. More specifically, fourth quarter revenues totaled 51.2 million euros in 2007, for a gain of 18.7% over the same period a year earlier. The increase was achieved despite the appreciation of the euro versus the other currencies used by the DiaSorin Group, particularly the U.S. dollar. If the data are restated at constant exchange rates (fourth quarter of 2006), revenues show an increase of 22.4%. The gains achieved in the fourth quarter of 2007 were made possible by further progress in the Group’s pursuit of both technological and geographic expansion. In terms of technology, growth was driven mainly by higher sales of CLIA technology products, which were up 34.5% in the final quarter of 2007. This improvement reflects a steady expansion of the installed base of LIAISON systems, with about 110 new systems installed during the quarter and about 2,070 units in place at December 31, 2007. As of the same date, sales of CLIA technology reagents accounted for 53.4% of total revenues. An analysis in geographical terms shows that the best gains were achieved in Europe and the United States, where the rates of revenue increase were, respectively, 20.8% (Europe excluding Italy) and 28.1%. Italy and the rest of the world also reported double-digit improvements in consolidated revenues.
7
2007
All profitability indicators show a further improvement compared with the fourth quarter of 2006. The operating result (EBIT) grew by 69.1%, rising from 6.7 million euros in 2006 to 11.4 million euros in 2007. EBITDA increased to 14.9 million euros, or 42.4% more than the 10.5 million euros earned in the fourth quarter of 2006. Lastly, the net result reported by the DiaSorin Group jumped by 85.4% to 6.1 million euros, up from 3.3 million euros in the fourth quarter of 2006. During the closing quarter of 2007, building on its 2003 acquisition of the Gamida Sense Ltd. assets and the resulting start of a research program in molecular diagnostics, DiaSorin took another decisive step forward in this market, when it signed a non-exclusive licensing agreement with Eiken Chemical Co. Ltd. for the use of LAMP (Loop-mediated Isothermal Amplification) technology. DiaSorin thus gained access to the technologies and competencies it needs to develop an innovative equipment platform that can be used to automate molecular diagnostics tests. The main focus will be on infectious diseases, which is an area where DiaSorin already has a strong commercial base. A line of these tests, which will be available on a new equipment platform starting in 2011, will round out the vast spectrum of products that DiaSorin already offers on its LIAISON system. The table that follows shows the consolidated income statement for the quarters ended December 31, 2006 and 2007.
CONSOLIDATED INCOME STATEMENT Note No.
(in thousands of euros) Net revenues Cost of sales Gross profit
Fourth quarter 2007(*)
2006(*)
Full year 2007(*)
2006
(1)
51,161
43,100
202,324
179,756
(2)
(19,427)
(16,927)
(74,283)
(70,552)
31,734
26,173
128,041
109,204
62.0%
60.7%
63.3%
60.8% (39,589)
Sales and marketing expenses
(3)
(10,672)
(10,188)
(42,441)
Research and development costs
(4)
(3,253)
(2,470)
(11.397)
(9,161)
General and administrative expenses
(5)
(6,873)
(5,666)
(24,564)
(20,262)
-40.7% 467 11,403 22.3% (413) 10,990 (4,847) 6,143 0.11 0.11 14,918 29.2%
-42.5% (1.109) 6,740 15.6% (1.127) 5,613 (2,298) 3,315 0.07 0.07 10,475 24.3%
-38.8% (3.583) (4,508) 46,056 22.8% (3.277) 42,779 (17,582) 25,197 0.46 0.46 60,011 29.7%
-38.4% 18 1,932 40,210 22.4% (3.934) 36,276 (13,982) 22,294 0.45 0.45 54,489 30.3%
Other operating income (expenses)
(6)
nonrecurring amount Operating result (EBIT) Net financial expense
(7)
Result before taxes Income taxes
(8)
Net result Basic earnings per share (in euros)
(9)
Diluted earnings per share (in euros)
(9)
EBITDA(1)
(*)
Unaudited data
(1)
The Board of Directors defines EBITDA as the “result from operations� before amortization of intangibles and depreciation of property, plant and
equipment.
8
Fourth quarter
1.1.2.1. Breakdown of revenues by geographic region The table below provides a breakdown of the consolidated revenues of the DiaSorin Group by geographic region of destination: Fourth quarter
(in thousands of euros) Italy Rest of Europe North America (United States and Canada) Rest of the world Total
2007
2006
11,285
10,193
% change 10.7%
19,304
15,983
20.8%
11,935
9,315
28.1%
8,637
7,608
13.5%
51,161
43,100
18.7%
Italy In the fourth quarter of 2007, the revenues generated in Italy totaled 11,285,000 euros, or 10.7% more than in the same period a year ago, accounting for 22.1% of the Group’s total revenues.
Rest of Europe In the three months ended December 31, 2007, business volume in other European countries showed a significant acceleration of the growth rate with revenues rising from 15,983,000 euros in 2006 to 19,304,000 euros in 2007 (+20.8%). As a result of the growth described above, the rest of Europe (excluding the Italian market) raised to 37.7% its contribution to the consolidated revenues of the DiaSorin Group.
North America In the fourth quarter of 2007, sales in North America grew in line with expectations, even though the gains achieved during the period under review are not fully reflected in the consolidated revenues due to the change in the euro/U.S. dollar exchange rate discussed earlier in this Report. Stated at current exchange rates, the revenues booked in North America in the fourth quarter show an increase of 28.1%, rising from 9,315,000 euros in 2006 to 11,935,000 euros in 2007. However, when the data for the last quarter of 2007 are compared with those in the same period in 2006 using amounts stated in local currencies, unaffected by fluctuations in foreign exchange rates, revenues show increases of 43.2%. In the fourth quarter of 2007, North American sales accounted for 23.3% of the DiaSorin Group’s total revenues.
9
2007
Rest of the world Outside Europe and North America, the Group’s revenues increased by 13.5% compared with the fourth quarter of 2006, as the impact of slowing demand in Brazil, after a period of sustained growth, was more than offset by the gains reported by the Mexican and Israeli operations, which reported revenues that were 41.6% and 150% higher, respectively, than in the last three months of 2006. In the other regions, where the Group lacks a direct presence, operating instead through independent distributors, revenues were up 41.1% compared with the fourth quarter of 2006. The outstanding results achieved in China, where a joint venture with a local partner has been operating since 2006, and strong sales of ETI MAX and LIAISON equipment account for this improvement. The revenues booked in the Chinese market were up sharply in the fourth quarter, rising from 249,000 euros in 2006 to 917,000 euros in 2007. However, it is worth noting that a large one-time sale that resulted from a successful bid submitted in response to a call for tenders contributed to this gain. A successful bid submitted by the Group’s Austrian distributor in response to a major call for tenders and LIAISON sales activities in Russia account for the increase in equipment sales.
1.1.2.1.1. Breakdown of revenues by technology Concurrently with its geographic expansion, the Group increased the revenues generated by the LIAISON closed platform. The table below, which is provided merely for information purposes, shows the percentage of consolidated revenues contributed by each technology in the fourth quarter of 2006 and 2007.
% of revenues contributed RIA ELISA CLIA Equipment sales and other revenues Total
Fourth quarter 2007
Fourth quarter 2006
11.0
13.6
24.0
31.4
53.4
47.1
11.6
7.8
100.0
100.0
In the fourth quarter of 2007, revenues generated by LIAISON products were up 34.5% compared with the same period the previous year. In fourth quarter 2007, sales of products based on CLIA technology accounted for 53.4% of total revenues in 2007 (6.3 percentage points more than in 2006). At December 31, 2007, about 2,070 automated LIAISON analyzers had been installed at facilities operated by direct and indirect customers of the Group. At December 31, 2007, the average revenues generated by each system was about 54,900 euros, compared with 53,600 euros the previous year, reflecting the positive impact of a gradual optimization of the installed base. Eight new LIAISON products were launched in 2007. Seven of these products were specialty items that helped differentiate the LIAISON product line even further compared with the products offered by the Group’s competitors. Lastly, in the final quarter of 2007, equipment sales accounted for a larger share of total revenues than in the same period a year earlier, due mainly to the impact of a successful bid submitted by the Group’s Austrian distributor in response to a major call for tenders.
10
Fourth quarter
1.1.2.2. Operating result (EBIT) In the fourth quarter of 2007, the Group’s gross profit was higher than in the same period last year, showing that the upward trend of previous periods is continuing. The ratio of gross profit to total revenues also improved, rising from 60.7% in the last three months of 2006 to 62.0% in the same period in 2007, a percentage consistent with the performance reported in earlier quarters. The increase in the contribution provided to total revenues by LIAISON products, which have higher margins than those based on the RIA and ELISA technologies, continued to drive this improvement in profitability. Another positive factor was a decrease in depreciation expense, both as a percentage of revenues and in absolute terms, made possible by optimizing sales to the installed base and by a gradual decrease over time of the price paid for equipment, with a resulting removal from the amortizable base of more expensive systems purchased in earlier years. These favorable developments were offset in part by an increase in the percentage of revenues generated by sales of systems to distributors, which generate smaller margins than sales of reagents, reflecting the impact of the abovementioned successful bid submitted by the Group’s Austrian distributor in response to a major call for tenders and of the LIAISON launch strategy chosen in Russia. In addition, the improvement compared with the fourth quarter of 2006 was attained despite a significant increase in the impact of obsolescence-related and product-refurbishing costs incurred at manufacturing locations. Lastly, unexpected sales discounts were recognized in December in Italy and Belgium due to the achievement of sales targets. As a result of these factors, the gross profit increased by 21.3% compared with the fourth quarter of 2006, rising to 31.7 million euros, an amount equal to 62% of revenues, a percentage in line with the previous quarter but 1.3 percentage points greater than in the last six months of 2006. In the three months ended December 31, 2007, operating expenses totaled 20.8 million euros (equal to 40.7% of revenues), or 13.5% more than in the same period the previous year. Higher research and development costs and general and administrative expenses account for most of this increase. The increase in general and administrative expenses is related in part to the completion in the fourth quarter of projects carried out in Italy to assess the effectiveness of the internal control systems (pursuant to Legislative Decree No. 262 and Legislative Decree No. 231) and to the automated input of accounting data into the consolidation system (Linking Project) implemented to ensure the security and integrity of the financial data disclosed to the market. In addition, a major upgrade of the fire prevention systems at the German plant was completed in December. The charges discussed above represented a nonrecurring burden that helped swell general and administrative expenses. Research and development costs incurred in the fourth quarter of 2007 amounted to 2.5 million euros, or 20.8% more than in the same period in 2006. The increase in the amount invested in research and development also reflects the cost of a project to study the potential of the LAMP technology, which resulted in the signing of the licensing agreement mentioned earlier in this Report. Other operating income recognized in the fourth quarter of 2007 included the amount generated by a reduction in the allowance for doubtful accounts of DiaSorin S.p.A. made possible by a decrease in the risk level of the accounts receivable pool following the assignment of receivables with recourse through a factoring transaction. In the fourth quarter of 2007, the consolidated operating result (EBIT) totaled 11.4 million euros, equal to 22.3% of revenues (15.6% of revenues in the last three months of 2006). EBITDA for the same period were 14.9 million euros, or 29.1% of revenues, up from 24.3% of revenues in the fourth quarter of 2006.
11
2007
1.1.2.3. Financial transactions Stated in absolute terms, the impact of financial transactions on the Group’s reported result was smaller than in the fourth quarter of 2006. In the three months ended December 31, 2007, net financial expense totaled 0.4 million euros, down from 1.1 million euros in the same period the previous year.
1.1.2.4. Result before taxes and net result The Group ended the fourth quarter of 2007 with a result before taxes of 11.0 million euros and a tax liability of 4.8 million euros. The pretax amount was greater than in the same period in 2006, when it totaled 5.6 million euros, subject to a tax liability of 2.3 million euros. The tax liability recognized in the fourth quarter of 2007 reflects in part the derecognition of deferred-tax assets carried by the Group’s Parent Company and DiaSorin GmbH on their balance sheets, which was required in response to a reform of the tax systems in force in both countries and a resulting reduction of the respective corporate income tax rates. As a result, the tax rate applied in the fourth quarter of 2007 was higher than usual. The consolidated net result for the last three months of 2007 amounted to 6.1 million euros, compared with 3.3 million euros in the same period in 2006.
1.1.3. Analysis of consolidated cash flow The table below shows the highlights of the consolidated cash flow statement and the changes that occurred compared with the previous year. ANALYSIS OF CASH FLOW Fourth quarter
(in thousands of euros) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD Net cash from operating activities Cash used for investing activities Cash from (used for) financing activities Net change in cash and cash equivalents CASH AND CASH EQUIVALENTS AT END OF PERIOD (*)
(*)
Full year (*)
2007
2006
22,483
16,453
(*)
2007
2006
8,718
6,116
6,563
7,213
30,322
33,976
(4,319)
(4,719)
(15,526)
(16,952)
(16,361) (14,117) 8,366
(10,229)
(15,148)
(14,422)
(7,735) 8,718
(352) 8,366
8,718
2,602
Unaudited data.
In the fourth quarter of 2007, cash flow from operating activities totaled 6,563,000 euros, down from 7,213,000 euros in the same period in 2006, owing mainly to a change in the structure of working capital. More specifically, trade receivables and inventories grew during the closing quarter of 2007 reflecting an increase both in revenues and in manufacturing activity. Inventory levels were also up due to an increase in emergency stockpiles of some strategic materials.
12
Fourth quarter
Cash used in investing activities totaled 4,319,000 euros in the fourth quarter of 2007, down from 4,719,000 euros in the same period in 2006. This decrease was due mainly to a reduction in investments in property, plant and equipment, but there was a rise in the percentage of LIAISON systems that are sold to independent distributors compared with the systems that are loaned to customers free of charge and are capitalized by the Group, which contributed to the increase of the installed base during the reporting period. On the other hand, intangible assets increased slightly compared with the final quarter of 2006 reflecting the completion of the installation of the ERP SAP system on the Group’s common platform. The cash flow used for financing activities in the fourth quarter of 2007 reflects the utilization of excess liquidity generated during the year to repay ahead of schedule a portion of 13.5 million euros of a medium-term facility received from Interbanca. The fourth quarter of 2007 ended with cash and cash equivalents amounting to 8,366,000 euros and net borrowings totaling 12,132,000 euros.
1.1.4. Analysis of consolidated net borrowings At December 31, 2007
At December 31, 2006
Cash and cash equivalents
(8,366)
(8,718)
Liquid assets
(8,366)
(8,718)
-
(28)
Current financial receivables Current bank debt
2,977
7,224
Other current financial obligations
2,098
2,696
Current indebtedness
5,075
9,920
Net current indebtedness
(3,291)
1,174
Non-current bank debt
12,616
29,715
2,826
3,841
Non-current indebtedness
15,442
33,556
Net borrowings
12,151
34,730
Other non-current financial obligations
13
2007
1.1.5. Operating performance in 2007 CONSOLIDATED INCOME STATEMENT
(in thousands of euros)
Full year 2007(*)
2006
Net revenues
202,324
179,756
Cost of sales
(74,283)
(70,552)
Gross profit
128,041
109,204
Sales and marketing expenses Research and development costs General and administrative expenses Other operating income (expenses)
nonrecurring amount Operating result (EBIT) Net financial expense Result before taxes Income taxes Net result Basic earnings per share (in euros) Diluted earnings per share (in euros) EBITDA(1)
63.3% (42,441) (11,397) (24,564) -38.8% (3,583) (4,508) 46,056 22.8% (3,277) 42,779 (17,582) 25,197 0.46 0.46 60,011 29.7%
60.8% (39,589) (9,161) (20,262)
-38.4% 18 1,932 40,210 22.4% (3,934) 36,276 (13,982) 22,294 0.45 0.45 54,489 30.3%
(*)
Unaudited data.
(1)
The Board of Directors defines EBITDA as the “result from operations� before amortization of intangibles and depreciation of property, plant and equipment.
14
Fourth quarter
The DiaSorin Group performed particularly well in 2007. Revenues were up significantly compared with the previous year, despite the dampening effect of the appreciation of the euro, which is the Group’s consolidation currency, versus other currencies, particularly the U.S. dollar. More specifically, consolidated revenues totaled 202.3 million euros in 2007, or 12.6% more than the 179.8 million euros booked the previous year. When the data are restated using a constant exchange rate, the revenue increase is 15.1%. All profitability indicators improved compared with the data reported at December 31, 2006, particularly when the impact of extraordinary items, which had opposite effects in 2006 and 2007, is eliminated. The cumulative gross profit earned in 2007 totaled 128 million euros, equal to 63.3% of revenues (60.8% in 2006). The improvement in the ratio of gross profit to revenues is chiefly due to a shift in the technology mix in favor of the CLIA technology and to an optimization of the installed equipment base. Consolidated EBIT and EBITDA totaled 46.1 million euros and 60.0 million euros, respectively, in 2007. If the data for the year are restated to eliminate the impact of extraordinary items, 2007 consolidated EBIT amount to 50.1 million euros, or 30.7% more than the previous year, and EBITDA for the same period total 64 million euros, for a gain of 21.8% compared with 2006. In 2007, extraordinary items included charges of 4.5 million euros incurred to list the Company’s shares and a gain of 0.5 million euros generated by the impact of legislative changes on the Parent Company’s provision for employee severance indemnities. Lastly, the Group reported a net result of 25.2 million euros (27.7 million euros, restated to eliminate the impact of nonrecurring items, net of the applicable tax effect), compared with 22.3 million euros at December 31, 2006 (21.1 million euros, restated to eliminate the impact of nonrecurring items, net of the applicable tax effect).
15
2007
Fourth quarter
2. Transactions with related parties In the normal course of business, DiaSorin S.p.A. engages on a regular basis in commercial and financial transactions with its subsidiaries, which are also Group companies. These transactions, which are executed on standard market terms, consist of the supply of goods and services, including administrative, information technology, personnel management, technical support and consulting services, which produce receivables and payables at the end of the year, and financing and cash management transactions, which produce income and expenses. These transactions are eliminated in the consolidation process and, consequently, are not discussed in this section of the Report. Transactions with DiaSorin LTD, an unconsolidated Chinese subsidiary, at December 31, 2007 are summarized below:
• payables of 133,000 euros • receivables of 21,000 euros • costs totaling 734,000 euros for sales and technical support services provided to local distributors. The Group provides additional benefits to a certain number of eligible employees of DiaSorin S.p.A. and other Group companies through stock option plans. Following the listing of the Company’s shares on the online stock market, the options granted under the 2004-2008 Stock Option Plan became exercisable. The costs attributable to 2007 that were recognized in the income statement in connection with this stock option plan amounted to 1,200,000 euros. Moreover, within the context of the 2007-2012 Stock Option Plan approved by the Ordinary Shareholders’ Meeting of March 26, 2007, the Board of Directors designated a first batch of beneficiaries that includes key executives and employees of DiaSorin S.p.A. and its subsidiaries, awarding a total of 745,000 options (out of a maximum 1,000,0000 available options). These options can be exercised to purchase an equal number of newly issued DiaSorin S.p.A. common shares, par value 1.00 euro each. The exercise price of the options was set at 12.193 euros, which is equal to the simple average of the closing prices for the shares of DiaSorin S.p.A. on the online stock market for the period between the date of award of the options and the same day in the previous calendar month (fair value). At December 31, 2007, costs totaling 124,000 euros had been recognized in connection with this stock option plan. The compensation payable to senior managers and eligible employees (key management) is consistent with standard market terms for compensation offered to employees with a similar status. Employees are also awarded incentive payments tied to the achievement of corporate or personal targets and bonuses predicated on the achievement of a predetermined length of service.
17
2007
Fourth quarter
3. Significant events occurring after december 31, 2007 and business outlook No significant events occurred after December 31, 2007.
Saluggia (VC), February 14, 2008
The Board of Directors By: Carlo Rosa Chief Executive Officer
19
2007
Fourth quarter
4. Consolidated financial statements of the DiaSorin Group at december 31, 2007 CONSOLIDATED INCOME STATEMENT (in thousands of euros)
Note No.
Fourth quarter 2007(*)
Full year
2006(*)
2007(*)
2006
Net revenues
(1)
51,161
43,100
202,324
179,756
Cost of sales
(2)
(19,427)
(16,927)
(74,283)
(70,552)
31,734
26,173
128,041
109,204
62.0% (10,672) (3,253) (6,873) -40.7% 467 11,403 22.3% (413) 10,990 (4,847) 6,143 0.11 0.11 14,918 29.2%
60.7% (10,188) (2,470) (5,666) -42.5% (1,109) 6,740 15.6% (1,127) 5,613 (2,298) 3,315 0.07 0.07 10,475 24.3%
63.3% (42,441) (11,397) (24,564) -38.8% (3,583) (4,508) 46,056 22.8% (3,277) 42,779 (17,582) 25,197 0.46 0.46 60,011 29.7%
60.8% (39,589) (9,161) (20,262) -38.4% 18 1,932 40,210 22.4% (3,934) 36,276 (13,982) 22,294 0.45 0.45 54,489 30.3%
Gross Profit Sales and marketing expenses
(3)
Research and development costs
(4)
General and administrative expenses
(5)
Other operating income (expenses)
(6)
nonrecurring amount Operating result (EBIT) Net financial income (expense)
(7)
Result before taxes Income taxes
(8)
Net Result Basic earnings per share (in euros)
(9)
Diluted earnings per share (in euros)
(9)
EBITDA
(*)
Unaudited data.
21
2007
CONSOLIDATED BALANCE SHEET (in thousands of euros) ASSETS Non-current assets Property, plant and equipment Goodwill Other intangibles Equity investments Deferred-tax assets Other non-current assets Total non-current assets Current assets Inventories Trade receivables Accounts receivable from Group companies Other current assets Cash and cash equivalents Total current assets TOTAL ASSETS (*)
Unaudited data.
22
Note No.
12/31/07(*)
31/12/06
35,502
(10)
34,068
(11)
48,055
48,055
(11)
17,186
14,750
123
123
8,747
8,357
345
245
108,524
107,032
(12)
35,485
30,891
(13)
52,316
44,671
21 3,718
2,769
8,366
8,718
99,906
87,049
208,430
194,081
Fourth quarter
LIABILITIES AND SHAREHOLDERS’ EQUITY (in thousands of euros) LIABILITIES Shareholders’ equity Share capital Additional paid-in capital Statutory reserve Other reserves Retained earnings (Accumulated deficit) Net result for the year Total shareholders’ equity Non-current liabilities Long-term borrowings Provisions for employee severance indemnities and other employee benefits Deferred-tax liabilities Other non-current liabilities Total non-current liabilities Current liabilities Trade payables Accounts payable to Group companies Other current liabilities Income taxes payable Current portion of long-term debt Total current liabilities Total liabilities TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (*)
Note No.
12/31/07(*)
31/12/06
(14)
55,000
50,000
(14)
5,925
4,425
(14)
639
207
(14)
778
2,854
(14)
32,755
7,957
(14)
25,197
22,294
120,294
87,737
(15)
15,442
33,556
(16)
19,026
19,154
929
672
(17)
2,140
3,047
37,537
56,429
27,537
22,854
133
(15)
13,992
12,508
3,862
4,633
5,075
9,920
50,599
49,915
88,136
106,344
208,430
194,081
Unaudited data.
23
2007
CASH FLOW STATEMENT (in thousands of euros)
Fourth quarter
Full year
2007(*)
2006(*)
2007(*)
2006
6,143
3,315
25,197
22,294
- Income taxes
4,847
2,298
17,582
13,982
- Depreciation and amortization
3,515
3,735
13,955
14,279
- Financial expense
413
1,127
3,277
3,934
- Additions to/Utilizations of provisions and reserves
(79)
1,496
(293)
2,057
62
(13)
(49)
(27)
(819)
295
-
(896) (515)
972
124
200
1,324
800
Cash flow from operating activities Net result for the period Adjustments for:
- (Gains)/Losses on sales of non-current assets - Contributions to/Utilizations of provisions for employee severance indemnities and other employee benefits
nonrecurring amount - Changes in shareholders’ equity reserves - Stock option reserve - Cumulative translation adjustment from operating activities - Change in other non-current assets/liabilities Cash flow from operating activities before changes in working capital (Increase) Decrease in current receivables (Increase) Decrease in inventories Increase (Decrease) in trade payables (Increase) Decrease in other current items Cash from operating activities Income taxes paid Interest paid Net cash from operating activities Investments in intangibles Investments in property, plant and equipment Proceeds from the sale of non-current assets Cash used in investing activities Repayment of loans Repayment of other financial obligations Proceeds from new borrowings Share capital increase Foreign exchange translation differences Cash used in financing activities Change in net cash and cash equivalents CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD CASH AND CASH EQUIVALENTS AT END OF PERIOD (*)
Unaudited data.
24
-
(309)
(1,465)
(768)
(1,605)
802
(1,172)
(566)
(1,894)
14,699
9,816
58,763
54,792
(1,337)
3,897
(7,914)
(1,690)
(1,754)
(632)
(5,427)
(3,760)
3,352
136
4,851
2,694
(225)
1,676
(410)
2,590
14,735
14,893
49,863
54,626 (16,382)
(6,956)
(5,549)
(15,800)
(1,216)
(2,131)
(3,741)
(4,268)
6,563
7,213
30,322
33,976
(1,327)
(1,037)
(4,387)
(3,438)
(3,517)
(4,027)
(12,672)
(14,331)
525
345
1,533
817
(4,319)
(4,719)
(15,526)
(16,952)
(17,558)
(39,937)
(20,806)
(45,577)
(468)
(5,175)
(3,388)
(7,094)
221
35,076
1,780
39,304
-
-
6,500
-
1,444
(193)
766
(1,055) (14,422)
(16,361)
(10,229)
(15,148)
(14,117)
(7,735)
(352)
2,602
22,483
16,453
8,718
6,116
8,366
8,718
8,366
8,718
Fourth quarter
STATEMENT OF CHANGES IN CONSOLIDATED SHAREHOLDERS’ EQUITY Share capital
Additional Statutory paid-in reserve capital
Cumulative translation reserve
Stock option reserve
Retained earnings (Accumulated deficit)
3,175
1,402
(in thousands of euros) Shareholders’ equity at 12/31/05
50,000
4,425
Appropriation of previous year’s profit
79 128
Stock options and other changes
Net result for the year
Group interest in share-holders’ equity
-2,270
10,355
67,166
10,227
(10,355)
800
Translation adjustment
(2,523)
(2,523)
Net result for the period Shareholders’ equity at 12/31/06
50,000
4,425
207
652
2,202
Shareholders’ equity at 12/31/06
50,000
4,425
207
652
2,202
Appropriation of previous year’s profit Share capital increase
432 5,000
22,294
22,294
22,294
87,737
7,957
22,294
87,737
21,862
(22,294)
7,957
1,500 1,324
Translation adjustment
2,936
(3,400)
Net result for the period
(*)
4,260
(3,400) 55,000
5,925
6,500
Stock options and other changes
Shareholders’ equity at 12/31/07(*)
800
639
(2,748)
3,526
32,755
25,197
25,197
25,197
120,294
Unaudited data.
25
2007
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2007 ACCOUNTING PRINCIPLES AND SCOPE OF CONSOLIDATION General information
The DiaSorin Group is specialized in the development, manufacture and distribution of products in the immunochemistry and infectious immunology product groups. These product classes can also be grouped into a single family called immunodiagnostics. DiaSorin S.p.A., the Group’s Parent Company, has its headquarters at Via Crescentino, in Saluggia (VC) 13040. Principles for the preparation of the quarterly report
Pursuant to Article 3 of Legislative Decree No. 38 of February 28, 2005, which governs the selection of options available under Article 5 of EC Regulation No. 1606/2002, issued by the European Parliament and Council on July 19, 2002 in connection with the adoption of the International Financial Reporting Standards, the Company has chosen to adopt voluntarily the International Financial Reporting Standards (hereinafter also referred to as the “IFRS”), as issued by the International Accounting Standards Board (“IASB”) and adopted by the European Union, for the preparation of its consolidated financial statements beginning with the year ended December 31, 2006. Consequently, the consolidated quarterly report of the DiaSorin Group at December 31, 2007 was prepared in accordance with the requirements of the relevant international accounting standard (IAS 34 – Interim Financial Reporting). In order to provide a comparison between homogeneous data, the amounts at December 31, 2006 have been restated in accordance with IFRS rules. These notes provide information in summary form, in order to avoid duplicating information published previously, as required by IAS 34. Specifically, these notes discuss only those components of the income statement and balance sheet the composition or change in amount of which require comment (due to the amount involved or the type of transaction or because an unusual transaction is involved) in order to understand the Group’s operating performance, financial performance and financial position. The accounting principles applied to prepare the consolidated quarterly report are consistent with those used for the annual consolidated financial statements at December 31, 2006, since it has been determined that the revisions and interpretations published by the IASB and applicable as of January 1, 2007 did not require any material changes in the accounting principles adopted by the Group the previous year. When preparing interim financial statements, management is required to develop estimates and assumptions that affect the amounts shown for revenues, expenses, assets and liabilities in the financial statements and the disclosures provided with regard to contingent assets and liabilities on the date of the interim financial statements. If such estimates and assumptions, which were based on management’s best projections, should differ from actual events, they will be modified appropriately when the relevant events produce the abovementioned differences. Certain evaluation processes, particularly the more complex processes such as determining whether the value of noncurrent assets has been impaired, are carried out fully only in connection with the preparation of the annual financial statements, when all the necessary information is available, except when there are impairment indicators that require an immediate evaluation of any impairment losses that may have occurred. Some of the data in the balance sheet at December 31, 2006, which is included in this report for comparison purposes, have been reclassified to make them consistent with the data at December 31, 2007. These reclassifications did not have an impact on the shareholders’ equity and the 2006 result. With regard to the composition of gross profit, some of the items that were included in last year’s computation have been reclassified in accordance with the presentation criteria adopted this year, which reflect a more accurate allocation of such items, consistent with sound management criteria. The Group engages in activities that, taken as a whole, are not subject to significant seasonal or cyclical shifts in revenue generation during the year.
26
Fourth quarter
The income tax liability is recognized using the best estimate of the weighted average tax rate projected for the entire year. In the consolidated quarterly report, all amounts are in thousands of euros unless otherwise stated. This quarterly report was not audited.
Scope of consolidation
The consolidated quarterly report includes the financial statements of DiaSorin S.p.A., the Group’s Parent Company, and those of its subsidiaries. The scope of consolidation did not change compared with December 31, 2006. Subsidiaries are companies over which the Group is able to exercise control, i.e., it has the power to, directly or indirectly, govern their operating and financial powers so as to obtain benefits from the results of their operations. Subsidiaries are consolidated line by line from the date the Group obtains control until the moment when control ceases to exist. Dormant subsidiaries and subsidiaries that generate an insignificant volume of business are not consolidated. Their impact on the Group’s total assets and liabilities, financial position and bottom-line result is not material. A list of the subsidiaries included in the scope of consolidation, complete with information about head office locations and the percentage interest held by the Group, is provided in Annex I.
27
2007
28
-
-
-
-
-
-
EBIT
Other income (expense), net
Financial income (expense)
Result before taxes
Income taxes
Net result
Total amortization and depreciation
-
53,163
Shareholders' equity
Total liabilities and shareholders' equity
-
53,163
103,369
-
103,369
Unallocated liabilities
Segment liabilities
Total assets
Unallocated assets
Segment assets
BALANCE SHEET
2006
(5,420)
(6,573)
Depreciation
(in thousands of euros)
(1,153)
Amortization
OTHER INFORMATION
-
21,339
Unallocated common costs
Segment result
47,835
107,494
Inter-segment revenues
Total revenues
59,659
2006
Revenues from outsiders
INCOME STATEMENT
(in thousands of euros)
SEGMENT INFORMATION
2007
2007
60,865
-
-
60,865
105,444
-
105,444
ITALY
(6,418)
(5,063)
(1,355)
-
-
-
-
-
-
-
18,966
117,104
46,374
70,730
ITALY
(4,432)
(4,250)
(182)
24,695
-
-
24,695
49,625
-
49,625
2006
-
-
-
-
-
-
-
7,454
72,643
9,314
63,329
29,832
-
-
29,832
56,956
-
56,956
2007
EUROPE
(4,618)
(4,414)
(204)
-
-
-
-
-
-
-
5,667
66,034
8,306
57,728
2007
EUROPE 2006
(1,765)
(1,557)
(208)
3,961
-
-
3,961
48,256
-
48,256
2006
-
-
-
-
-
-
-
18,811
59,529
8,293
51,236
4,972
-
-
4,972
61,145
-
61,145
2007
UNITED STATES
(1,746)
(1,552)
(194)
-
-
-
-
-
-
-
13,572
53,494
8,230
45,264
2007
UNITED STATES 2006
(2,456)
(2,366)
(90)
-
-
-
-
-
-
-
1,434
18,862
-
18,862
2007
8,248
-
-
8,248
14,856
-
14,856
2006
7,951
-
-
7,951
15,342
-
15,342
2007
REST OF THE WORLD
(2,026)
(1,949)
(77)
-
-
-
-
-
-
-
1,602
17,105
-
17,105
2006
REST OF THE WORLD
1,115
1,116
(32,294)
-
-
(32,294)
(39,949)
-
(39,949)
2006
-
-
-
-
-
-
-
-
(609)
(65,814)
(63,981)
(1,833)
(40,793)
-
-
(40,793)
(47,694)
-
(47,694)
2007
ELIMINATIONS
-
684
-
-
-
-
-
-
-
-
(1,970)
(64,371)
(64,371)
-
2007
ELIMINATIONS 2006
(13,955)
(12,120)
(1,835)
25,197
(17,582)
42,779
(3,277)
194,081
87,737
48,571
57,773
194,081
17,924
176,157
2006
-
46,056
-
46,056
202,324
-
202,324
208,430
120,294
25,309
62,827
208,430
17,237
191,193
2007
CONSOLIDATED
(14,279)
(12,651)
(1,628)
22,294
(13,982)
36,276
(3,934)
-
40,210
-
40,210
179,756
-
179,756
2007
CONSOLIDATED 2006
Fourth quarter
COMPONENTS OF THE FINANCIAL STATEMENTS AND MAIN CHANGES DURING THE PERIOD Consolidated income statement The notes to the consolidated income statement are provided below. More detailed information about the components of the income statement is provided in the Report on Operations. (1) Net revenues In the fourth quarter of 2007, net revenues, which are generated mainly through the sale of diagnostic kits, totaled 51,161,000 euros, or 18.7% more than in the same period in 2006, boosting revenues for all of 2007 to 202,324,000 euros (179,756,000 euros at December 31, 2006). Revenues for the fourth quarter of 2007 include equipment rentals and technical support revenues totaling 1,008,000. (2) Cost of sales In the fourth quarter of 2007, the cost of sales amounted to 19,427,000 euros, compared with 16,927,000 euros in the three months ended December 31, 2006. The cost of sales for the 12 months ended December 31, 2007 amounted to 74,283,000 euros (70,552,000 euros in 2006). The cost of sales for the fourth quarter of 2007 includes 1,171,000 euros paid for royalties (1,044,000 euros in 2006) and 1,092,000 euros in costs incurred to distribute products to end customers (820,000 euros in 2006). (3) Sales and marketing expenses Sales and marketing expenses increased to 10,672,000 euros in the fourth quarter of 2007, up from 10,188,000 euros in the same period the previous year, bringing the total at December 31, 2007 to 42,441,000 euros (39,589,000 euros in 2006). This item consists mainly of marketing costs incurred to promote and distribute DiaSorin products, costs attributable to the direct and indirect sales force and the cost of the technical support offered together with the Group-owned equipment provided to customers in accordance with gratuitous loan contracts. (4) Research and development costs In the fourth quarter of 2007, research and development costs, which totaled 3,253,000 euros (2,470,000 euros in the same period in 2006), included all of the research and development outlays (including the costs incurred to register the products offered for sale and meet quality requirements) that were not capitalized and the amortization of capitalized development costs (129,000 euros, compared with 132,000 euros in the fourth quarter of 2006). During the fourth quarter of 2007, the Group capitalized new development costs amounting to 530,000 euros, compared with 623,000 euros in the same period in 2006. (5) General and administrative expenses General and administrative expenses, which totaled 6,873,000 euros in the fourth quarter of 2007 (5,666,000 euros in the last three months of 2006) and 24,637,000 euros at December 31, 2007 (20,262,000 euros in 2006), include expenses incurred for corporate management activities, Group administration, finance and control, information technology, corporate organization, and insurance.
29
2007
(6) Other operating income (expenses) Net other operating income totaled 467,000 euros, compared with net other operating expense of 1,109,000 euros in the fourth quarter of 2006. This item includes operating income and expenses that cannot be allocated to specific functional areas. (7) Net financial income (expense) The table below provides a breakdown of financial income and expense: (in thousands of euros) Interest and other financial expense
Fourth quarter 2007
Fourth quarter 2006
2007 full year
2006 full year (5,509)
(1,388)
(1,876)
(5,416)
Interest and other financial income
313
245
670
562
Net translation adjustment
662
504
1,469
1,013
(413)
(1,127)
(3,277)
(3,934)
Net financial income (expense)
In the fourth quarter of 2007, net financial expense totaled 413,000 euros, compared with net financial expense of 1,127,000 euros in 2006. Interest and other financial expense includes 328,000 euros in interest on loans (659,000 euros in the fourth quarter of 2006) and 463,000 euros in fees on factoring transactions (374,000 euros in the fourth quarter of 2006). (8) Income taxes The income tax expense recognized in the income statement for the fourth quarter of 2007 amounted to 4,847,000 euros, compared with 2,298,000 euros in the same period in 2006, as the tax rate increased from 40.9% to 44.1%. The income taxes recognized in the income statement for the 12 months ended December 31, 2007 amounted to 17,582,000 euros (13,982,000 euros in 2006). The tax liability recognized in the fourth quarter of 2007 reflects in part the derecognition of deferred-tax assets carried by the Group’s Parent Company and DiaSorin GmbH on their balance sheets, which was required in response to a reform of the tax systems in force in both countries and a resulting reduction of the respective corporate income tax rates. (9) Earnings per share Basic and diluted earnings per share, which were computed by dividing the net result attributable to shareholders by the average number of shares outstanding, amounted to 0.11 euros in the fourth quarter of 2007, compared with 0.07 euros in the same period last year. The corresponding figures for the full year are 0.46 euros for 2007 and 0.45 euros for 2006.
30
Fourth quarter
Consolidated balance sheet (10) Property, plant and equipment The table below shows the changes that occurred in this account as of December 31, 2007: Net carrying
(in thousands of euros) value at 12/31/06 Land and buildings 9,755 Plant and machinery 6,948 Equipment held by outsiders 18,799 Total prop., plant and equipment 35,502
Retirements and
Net carrying value at 12/31/07
Additions
Depreciation
other changes
461
(702)
(244)
9,270
3,462
(2,293)
(334)
7,783
8,749
(9,125)
(1,408)
17,015
12,672
(12,120)
(1,986)
34,068
(11) Intangible assets The table below provides a breakdown of intangible assets at December 31, 2007 and shows the changes that occurred in 2007: Translation Net carrying
(in thousands of euros) Goodwill Development costs Other intangibles Total intangible assets
adjustment and
Net carrying
value at 12/31/06
Additions
Amortization
other changes
value at 12/31/07
48,055
-
-
-
48,055
6,517
2,533
(515)
(47)
8,488
8,233
1,854
(1,320)
(69)
8,698
62,805
4,387
(1,835)
(116)
65,241
Additions to development costs reflect the investments made in the project for the new Liaison XL, analyzer, which amounted to 510,000 euros in the fourth quarter of 2007 and 2,168,000 euros at December 31, 2007. The increase in other intangibles refers primarily to the costs incurred to expand the SAP R/3 information system used by the Group and to purchase licenses.
31
2007
(12) Inventories A breakdown of inventories at December 31, 2007 and a comparison with the data at December 31, 2006 is as follows: at 12/31/07
(in thousands of euros Raw materials and supplies Work in progress Finished goods Total
at 12/31/06
Gross
Provisions for
Net
Gross
Provisions for
Net
amount
writedowns
amount
amount
writedowns
amount
11,783
(1,195)
10,588
8,290
(1,162)
7,128
15,726
(1,380)
14,346
13,262
(1,375)
11,887
11,698
(1,147)
10,551
12,846
(970)
11,876
39,207
(3,722)
35,485
34,398
(3,507)
30,891
(13) Trade receivables Trade receivables totaled 52,316,000 euros at December 31, 2007. As of the same date, the allowance for doubtful accounts amounted to 5,764,000 euros. The table below shows the changes that occurred in the allowance during the period: (in thousands of euros) Opening balance Additions for the period Utilizations/Reversals during the period Currency translation differences and other changes Closing balance
32
at 12/31/07
at 12/31/06
5,934
5,644
547
532
(946)
(175)
229
(67)
5,764
5,934
Fourth quarter
(14) Shareholders’ equity Shareholders’ equity totaled 120,294,000 euros at December 31, 2007. The table below shows the changes that occurred in 2007: Share capital
Additional paid-in capital
Statutory reserve
Cumulative translation reserve
Stock option reserve
50,000
4,425
207
652
2,202
(in thousands of euros) Shareholders’ equity at 12/31/06 Appropriation of previous year’s profit Share capital increase
432 5,000
Retained earnings (Accumulated deficit)
Net result for the year
Group interest in share-holders’ equity
7,957
22,294
87,737
21,862
(22,294)
1,500
Stock options
1,324
Translation adjustment
2,936
4,260
(3,400)
(3,400)
Net result for the period Shareholders’ equity at 12/31/07
55,000
5,925
6,500
639
-2,748
3,526
32,755
25,197
25,197
25,197
120,294
Shareholders’ equity reflects the recognition of the tax benefit received by the DiaSorin Inc. subsidiary as a result of the exercise of stock options awarded to its employees.
33
2007
(15) Borrowings The table below lists the borrowings outstanding at December 31, 2007 and provides a comparison with the data at December 31, 2006 (amounts in thousands of euros): Lender institution
At December 31, 2007
At December 31, 2006
Change in 2007
Interbanca 2006 USD
5,647
7,563
(1,916)
Interbanca 2006 Euro
7,626
25,342
(17,716)
IMI/Italian Ministry of Education CRT Unicredit for 2000 Flood Wells Fargo Bank (U.S. mortgage)
947
889
58
1,374
1,634
(260)
-
1,511
(1,511)
Lessors
4,746
5,801
(1,055)
Factors
177
736
(559)
20,517
43,476
(22,959)
Total
A breakdown of borrowings by maturity is as follows (amounts in thousands of euros): Lender institution Interbanca 2006 USD
Currency
Short-term
Long-term
Amount due
portion
portion
after 5 years
Total
USD
1,666
6,647
-
Amount in EUR
1,132
4,515
-
8,313 5,647
Interbanca 2006 Euro
EUR
1,537
6,089
-
7,626
IMI/Italian Ministry of Education
EUR
947
703
947 1,374
CRT Unicredit for 2000 Flood
EUR
333
1,041
-
Wells Fargo Bank (U.S. mortgage)
USD
-
-
-
-
Amount in EUR
-
-
-
-
Lessors
EUR
1,896
2,850
-
4,746
Factors
EUR
Total
34
177
-
-
177
5,075
15,442
703
20,517
Fourth quarter
(16) Provisions for employee severance indemnities and other employee benefits These provisions totaled 19,026,000 euros at December 31, 2007. The table that follows shows the changes that occurred in these provisions in 2007. (in thousands of euros) Balance at December 31, 2006 Financial expense/(income) Actuarial losses/(gains) Additions for employee benefit costs Contributions/Benefits paid Currency translation differences Impact of the reforms of the provision for severance benefits broken down as follows: - Impact of the reform on defined-benefit obligations at 12/31/06 - Recognition of actuarial losses not recorded at 12/31/06 Other changes Balance at December 31, 2007
Total employee benefits 19,154 844 (41) 301 (869) (76) (515)
(832) 317 228 19,026
(17) Other non-current liabilities Other non-current liabilities totaled 2,140,000 euros at December 31, 2007. They include provisions for risks and charges. The table below shows the changes that occurred in these provisions: (in thousands of euros) Opening balance Additions for the year Utilizations for the year Currency translation differences and other changes Ending balance
at 12/31/07
at 12/31/06
2,818
2,072
587
1,564
(1,358)
(801)
93
(17)
2,140
2,818
Utilizations in 2007 refer mainly to DiaSorin S.p.A. and refer to a tax audit and settlement that took place in 2006 and concerned income taxes for 2004. The decrease is also due to the utilization of the reserve for returns of products under warranty.
35
2007
Annex I LIST OF EQUITY INVESTMENTS
Company
Head office
Currency
location
Share
Par value per share
% interest
No. of shares
capital
or partnership
held directly
or partnership
interest
interests held
Diasorin S.A.
Bruxelles (Belgium)
EUR
1,674,000
6,696
99.99%
250
Diasorin Ltda
San Paolo (Brazil)
BRL
10,011,893
1
99.99%
10,011,892
Diasorin S.A.
Antony (France)
EUR
960,000
15
99.99%
62,494
Diasorin S.A.
Madrid (Spain)
EUR
1,453,687
6
99.99%
241,878
Diasorin Ltd
Wokingham (Great Britain)
GBP
500
1
100.00%
500
Diasorin Inc.
Stillwater (United States)
USD
1
0.01
100.00%
100
Mexico City (Mexico)
MXN
100,000
1
99.99%
50,000
Diasorin SAdeCV Diasorin GmbH
Dietzenbach (Germany)
EUR
275,000
1
100.00%
1
Diasorin AB
Bromma (Sweden)
SEK
5,000,000
1
100.00%
1
Diasorin Ltd
Rosh Haayin (Israel)
ILS
100
1
100.00%
100
EUR
120,000
1
80.00%
EUR
5,000
Equity Investments Valued at Cost Diasorin Ltd
Shanghai (China)
Equity Investments in Other Companies Consorzio Sobedia
36
Saluggia (Italy)
20.00%
1
Fourth quarter
Declaration Required Pursuant to Article 154/bis, Paragraph 2 – Part IV, Title III, Chapter II, Section V-bis, of Legislative Decree No. 58 of February 24, 1998: “Uniform Law on Financial Intermediation Enacted Pursuant to Articles 8 and 21 of Law No. 52 of February 6, 1996”
I, the undersigned, Andrea Senaldi, Corporate Accounting Documents Officer of DIASORIN S.p.A.
ATTEST as required by Paragraph Two of Article 154/bis, Part IV, Title III, Chapter II, Section V-bis, of Legislative Decree No. 58 of February 24, 1998, that, to the best of my knowledge, this Quarterly Report is consistent with the data in the supporting documents and in the Company’s other documents and accounting records.
_____________ Andrea Senaldi Accounting Documents Officer DIASORIN S.p.A.
37
2007
The Diagnostic
Specialist
Via Crescentino snc - 13040 Saluggia (VC)