Growth, Innovation & Profitability Annual Report 2007
IBA Annual report 2007 | I
Introduction IBA was founded in 1986 in Louvain-la-Neuve, Belgium. It delivers solutions of exceptional precision in the fields of cancer diagnosis and therapy. It also offers sterilization and ionization solutions for optimal everyday hygiene and safety. Key facts and figures for 2007 Sales growth of 25.6 percent to EUR 213.8 million and recurring earnings of EUR 11.8 million spread across the Group’s four divisions: • IBA Molecular Record year for PET and SPECT cyclotrons: 19 orders logged and three new FDG production facilities opened. • IBA Particle Therapy Three orders for proton therapy centers. • IBA Dosimetry Product launch of Compass®, a state-of-the-art solution for quality assurance in radiotherapy. • IBA Industrial Wave of international success for the Rhodotron® and the Dynamitron®, with five orders logged and entry into the petroleum cracking market.
Table of Contents 2 4 5 8 10 12 25 32 35 36 37 38 39 40 90 95 99
Key figures Highlights of 2007 Growth, Innovation & Profitability Human resources Geographic presence Management report Corporate governance, Management, and control The stock market and the shareholders IFRS consolidated financial statements for the year ended December 31, 2007 – Consolidated balance sheet – Consolidated income statement – Consolidated statement of changes in shareholders’ equity – Consolidated cash flow statement – Notes to the consolidated financial statements – Auditor’s report on the consolidated financial statements IBA S.A. Annual financial statements after appropriation General information IBA Annual report 2007 | 1
Key figures
2007 (EUR ‘000)
2006 (EUR ‘000)
2005 (EUR ‘000)
CAGR (%)
213,849
170,257
136,099
25.4%
Gross margin
69,845
53,345
43,855
26.2%
REBITDA (1)
18,269
17,963
11,118
28.2%
Sales and services
(2)
REBIT
11,788
9,769
3,095
95.2%
Net profit (loss)
13,846
29,989
3,048
113.1%
141,481
136,329
103,877
16.7%
Equity Net cash position
32,028
43,996
18,297
32.3%
Current liabilities
118,658
78,767
58,623
42.3%
Total assets
26.5%
324,438
266,868
202,755
Return on equity
9.8%
22.0%
2.9%
Return on capital employed (ROCE)
5.7%
5.2%
2.1%
Share price at December 31 (Euro) Number of shares
19.00
18.36
7.65
57.6%
25,800,252
25,465,066
24,842,453
1.9%
0.54
1.18
0.12
109.1%
Market Capitalization
Earnings per share (EPS) - (Euro per share)
490,205
467,539
190,045
60.6%
Enterprise value
458,177
423,543
171,748
63.3%
25.1
23.6
15.4
EV/REBITDA
Employees at December 31
1,360
1,076
900
22.9%
2005 (EUR ‘000)
CAGR (%)
Sales and operating results by business unit
2007 (EUR ‘000)
2006 (EUR ‘000)
Sales Molecular Imaging
78,265
66,087
45,713
30.8%
Proton Therapy
59,343
32,539
27,190
47.7%
Dosimetry
35,240
31,570
28,031
12.1%
Other Accelerators
41,001
40,061
35,165
8.0%
Recurring operational profit/(loss) Molecular Imaging
3,205
247
-4,545
Technology & Equipment
8,583
9,522
7,640
(1) REBITDA: Recurring earnings before interest, taxes, depreciation, and amortization. (2) REBIT: Recurring earnings before interest and taxes.
2 | IBA Annual report 2007
6.0%
Sales trends EUR ‘000
■ Other Accelerators ■ Dosimetry ■ Proton Therapy ■ Molecular Imaging
210,000 210000 180,000 180000 150,000 150000 120,000 120000 90,000 90000 60,000 60000 30,000 30000
00
2005
2006
2007
Sales trends by geographic sector 2007
2006
2005
USA 55%
USA 49%
Rest of World 51%
Rest of World 45%
USA 55%
Rest of World 45%
Change in number of employees and employee distribution worldwide Change in number of employees
Employee distribution worldwide Asia 7%
1,400 1400 1,200 1200 Europe (outside Belgium) 18%
1,000 1000 800 800
USA 45%
600 600 400 400 200 200
0
Belgium 30% 2005
2006
2007
IBA Annual report 2007 | 3
Highlights of 2007 January 18, 2007 Louvain-la-Neuve production capacity increases to meet anticipated increase in protontherapy demand. February
26, 2007 Cyclone® 30 sold to India. April 20, 2007 European
R&D and radiopharmaceutical production facility opens in Fleurus, Belgium.
April 25, 2007 ProCure
Treatment Centers, Inc. finalizes financing for a protontherapy center to be built and installed by IBA in Oklahoma City. May
10, 2007 New radiopharmaceutical production center opens in Brussels, Belgium.
June 18, 2007 New Asian headquarters opens in Beijing. July 3, 2007 New radiopharmaceutical production center opens in Dinnington, England.
August 20, 2007 Optivus Proton Therapy, Inc. and
Loma Linda University Medical Center drop all claims against IBA. August by ProCure for its second proton therapy center. bio international.
September 13, 2007 IBA plans acquisition of CIS
October 18, 2007 IBA to supply the Helical Dosimetry® suite for the TomoTherapy®
Hi-Art® therapy system. therapy. October Elekta.
30, 2007 IBA chosen in U.S.
October 27, 2007 IBA and Elekta enter into strategic alliance on particle
29, 2007 CMS joins the strategic alliance on particle therapy announced by IBA and
December 3, 2007 Cyclone® 30 sold to Saudi Arabia. December 18, 2007 Product
launch of Compass®, a state-of-the-art solution for quality assurance in radiotherapy, which has received FDA approval.
December 20, 2007 Contract finalized with the Hampton University Proton Therapy
Institute for a large proton therapy system. Rhodotron®.
January 7, 2008 Wave of international success for IBA’s
January 14, 2008 IBA invests in PetroBeam, Inc., a technology development company
in the oil extraction industry.
February 7, 2008 Archade-IBA partnership formed to develop hadron
therapy in Caen, France. March Guildford, UK.
4 | IBA ANNUAL REPORT 2007
14, 2008 IBA opens a new radiopharmaceutical production center in
Message from the Chairman & CEO Peter Vermeeren Chairman of the Board of Directors (right) Pierre Mottet Chief Executive Officer (left)
Focus at IBA on Growth, Innovation & Profitability For the first time in its history, IBA is preparing to distribute a dividend to its shareholders—proof that the Company has attained a high level of sustainable growth. It will be distributing 30 percent of its net profits. The balance will be used to continue to strengthen its lead in innovation and research in an industry where technological development is imperative. For its CEO, Pierre Mottet, this is a clear sign that IBA has entered a virtuous circle of growth, innovation & profitability. You seem satisfied with the Company’s results and confident in the future. Has IBA entered a new stage in its development? Peter Vermeeren: Looking back, we have no reason to blush. A little more than twenty years ago, we were just a handful of engineers embarking on an ambitious project. By the end of this year, we should number more than two thousand, all working to enhance the development of the best technologies in our four key business areas: diagnosis, therapy, dosimetry, and industrial applications.
of assets coming from acquisition of the Schering operation for the symbolic euro. The fact that we are paying our shareholders dividends for the first time represents a historic moment for IBA, a sign that we have succeeded in balancing growth, innovation and profitability. Tomorrow, the challenge will be to raise the bar yet another notch and do everything in our power to continue to expand our ambitions while maintaining this balance.
With a growth rate of 26 percent, EUR 214 million in revenues, and profits of EUR 12 million, 2007 is an excellent vintage—the best so far, if you exclude 2006 with its exceptional boost from the revaluation
IBA Annual report 2007 | 5
Speaking of innovation, you gave innovation another shot in the arm in 2007.
to eight in 2006. We signed five new contracts for industrial electron beam accelerators.
Pierre Mottet: Yes, we increased our research and development spending by over 70 percent. In a such a highly technological sector as ours, this represents an investment of EUR 17 million in 2007. IBA has never had a more ambitious investment program.
We opened a new plant in China which will allow us to increase production capacity—primarily for cyclotrons—for the Asian and emerging markets.
In proton therapy, which is a solid commercial success, we doubled our investment. And in early 2008, we decided to fund the development of a carbon ion accelerator in Caen to serve as a prototype facility. In molecular imaging, we have, one, increased research spending by a factor of 2.5 with special emphasis on the new FDG tracers and, two, developed partnerships with a view to acquiring proprietary molecules. By taking these steps, IBA gains an even stronger foothold in the pharmaceutical production and distribution sector. In dosimetry, we are very proud of our latest product, Compass, which makes it possible to achieve high precision, real-time measurement of the therapy doses administered to a patent. Lastly, in the industrial sector, we are using our technological expertise in the field of particle accelerators to develop a cheaper, cleaner system for breaking down heavy oil molecules to recover oil from bituminous sands. The rarefaction of conventional oil fields presents a major development opportunity, and IBA intends to exploit it fully.
In 2007, you announced an expansion of production to meet the growth in demand. Does this situation still obtain today? Pierre Mottet: Even more so! Our order book is more than encouraging. In proton therapy, we increased production capacity to eight system a year in 2007 and logged three new orders. Remember, it takes three years to build a system. In 2007, we signed nineteen contracts to build cyclotrons for use in molecular imaging, compared 6 | IBA Annual report 2007
In pharmaceuticals, we are continuing to expand our network. Three new facilities have been opened in Europe: in Belgium, England, and Italy. European tracer sales have doubled.
What is the outlook for 2008? Peter Vermeeren: In 2006, in the context of acquiring certain operations from Schering, we took a 20 percent stake in the French company CISBIO in partnership with our shareholder IRE, which took the other 80 percent. We are planning to take full ownership of CISBIO in 2008. This move will make us a major player in the radiopharmaceutical industry in Europe and increase our presence and the quality of our offering to customers in the most dynamic segments—oncology, cardiology, and neurology—with new radiopharmaceutical products. CISBIO by itself has revenues of some EUR 100 million and will enable us to strengthen our leadership in nuclear medicine. We are also betting on new commercial developments in proton therapy (New Empath Design) and dosimetry, with Compass. Furthermore, IBA has identified two new niches for our expertise in particle accelerators: a promising market for our Rhodotron®, with the PetroBeam process, and preselection of our cargo screening system for detecting fissile materials in the U.S. More generally, we will be confirming and strengthening our presence in Europe, Asia, and the United-States.
So growth, innovation and profitability are still the order of the day in 2008. Pierre Mottet and I would like to use this forum to give special thanks to our shareholders and employees, whose individual contributions make it possible for IBA to build its expertise and reputation day by day. Without the participation of each
Message from the Chairman & CEO
and every one of us and the confidence of our shareholders, IBA would never have reached this level of development. More importantly, this shared commitment allows us to accomplish our mission to protect, enhance and save lives - to the fullest. We can only thank you all for the confidence you have given us.
IBA Annual report 2007 | 7
Human Resources IBA: a company of women and men with a mission to serve In 2007, IBA experienced a remarkable 26 percent growth in personnel. The number of fulltime equivalents (FTEs) rose from 1,076 to 1,360. Adjusting for employee turnover, this represents a total of 390 new employees who have jointed in the fight against cancer. IBA has set ambitious objectives for financial growth and technological development. For the company to achieve these objectives, human resources management must do more than manage personnel; it must develop human capital. Human resources must have both a long and a short-term vision that is grounded equally in company and employee concerns. This consideration, supplemented by our five-year plan, forms the basis of our human resources strategy and priorities. The four pillars of IBA’s human resources strategy are: 1. Team building 2. Operational excellence 3. Winning the talent war 4. Fostering IBA culture
1. Team building (short-term orientation/employees) On January 1, 2007, IBA had a human resources team of 15 fulltime equivalents who were responsible for providing personnel services to 1,100 employees at over 51 sites in 11 countries, with the additional task of recruiting more than 390 new employees. This considerable challenge required the team to take a critical look at itself, reexamine its method of operations, and recruit to fill new positions in its own organization. Three subgroups were created:
8 | IBA Annual report 2007
Corporate. This group handles projects affecting
the entire IBA organization. Shared Services. Organized by geographic region,
this group is responsible for the bulk of human resource operations and transactions. HR Business Partners. An HR business partner is assigned to each business unit and is charged with translating the unit’s strategy into a long-term HR plan and developing the annual plans implemented by Shared Services. Each HR business partner is a full-fledged member of the business unit’s management team. In the absence of changes in Group scope, IBA’s HR team will have 25 fulltime equivalents for an anticipated 1,570 fulltime equivalents by the close of 2008, or an FTE ratio of 1:62.5. With this structure the team will be able to meet future challenges.
2. Operational excellence (short-term orientation/company) Because IBA is in a mode of rapid expansion in an international environment, it is vital to stress the development of procedures and tools that can apply to all parts of the company, no matter where they are located. Among the RH team’s 2007 accomplishments: Writing and implementing a general policy on forei-
gn assignments (more than 30 new foreign assignments) to facilitate major proton therapy installation projects across the globe—in the United-States (Oklahoma City, Philadelphia, Hampton, Chicago), Germany (Essen), and France (Orsay)—and to guarantee the availability of IBA’s expert support to its customers and subsidiaries.
its human scale, its family atmosphere, its cosmopolitan environment, and its many career opportunities.
Deploying software or web-based tools in the
following areas: personal performance analysis, goal setting, assessment of personal development requirements, developing a reporting and measurement tool for RH indicators and e-recruiting. All of these tools lay the foundation for a major project scheduled for completion in 2008: implementation of a Human Resources Information System (HRIS). The goal of this system is to automate and accelerate certain low valued-added tasks, enhance data reliability, and allow our HR staff to provide better value to their internal customers.
3. Winning the talent war (long-term orientation/company)
In 2007, we witnessed a pronounced reduction in the availability of suitable candidates for certain job profiles in our business areas. The anticipated talent war is upon us. To stay abreast of the competition, IBA must rival its competitors in creativity in order to attract and retain the best. Human Resources focuses in 2007: Using salary benchmarks to keep IBA competitive in its market. Differentiating recruitment channels (e-recruitment, specialized symposia, radio, and on-campus recruitment at identified targets and in emerging markets). Establishing two carrier paths: a management path and a technical/professional path. Looking at IBA’s low employee turnover—6.9 percent on average for the Group—and 400 new hires, we can conclude that IBA has won an important battle in the talent wars. The year 2008 will present further challenges, with an anticipated 200-plus additional job openings (visit our website at www.iba-worldwide.com/career for current listings).
While the real focus on IBA culture will be in 2008 and 2009, 2007 was not without progress: Deployment of a new IBA image that strengthens the feeling of belonging to a single group. Redefinition of our new-employee orientation programs. Implementation of programs providing rigorous training in certain key skills areas and assuring our customers of the quality of IBA services and products. Establishment of new offices in Louvain-la-Neuve, Belgium, Schwarzenbruck, Germany, and Beijing, China, based on the results functional analysis, as well as to provide a vehicle for IBA’s values and image. Creation of a corporate internal communications function. In 2008, IBA will increase its use of tools for personnel development, measurement of commitment to the company’s mission, talent-management strategy development, and employee retention and replacement plans. Middle management, a critical link in the development of a corporate culture, will receive special attention over the next few years. IBA is convinced of the importance of its human capital and devotes nearly 2 percent of its revenues to its human resources policy. By improving, developing, and frequently analyzing its performance in each of these four pillar areas, IBA’s human resources team will be able to stay alert to the needs of the business, its structure, and its people and to contribute to the future success of the company.
4. Fostering IBA culture (long-term orientation/employees) With a growth rate of 55 percent in three years, IBA must strengthen one of its competitive advantages in the job market: its company culture and values. IBA is recognized by its customers for its capacity to innovate and support technical development to meet their requirements. Its employees appreciate IBA Annual report 2007 | 9
Geographic Presence
DG production sites (36) F Albany USA Haverhill USA Cleveland USA Gilroy USA Lubbock USA Morgantown USA Orlando USA Richmond USA Romeoville USA Somerset USA Sterling USA Kansas City USA Los Angeles USA Dallas USA Montreal Canada Bruxelles Belgium Gand Belgium Fleurus Belgium Lyon France Milan Italy Rome Italy Udine Italy Dinnington UK Guildford UK Bad Oeynhausen Germany Madrid Spain Barcelona Spain 10 | IBA Annual report 2007
Seville Malaga Delhi CISBIO Sites Sarcelles Orsay Rennes NĂŽmes Nancy Bordeaux
Spain Spain India France France France France France France
eadquarters (6) H IBA Group Louvain-la-Neuve Belgium ther offices (5) O IBA Particle Therapy Louvain-la-Neuve Belgium IBA Industrial Louvain-la-Neuve Belgium IBA Molecular Sterling USA IBA China Beijing China IBA Dosimetry Schwarzenbruck Germany ain Sales or other offices (4) M IBA Particle Therapy Jacksonville USA IBA Industrial Edgewood USA IBA Dosimetry Bartlett USA IBA Dosimetry Uppsala Sweden IBA Annual report 2007 | 11
Management report Approved by the Board of Directors at its Meeting of April 8, 2008
Highlights of 2007
In 2007, IBA confirmed its leadership in mastering the complex technologies associated with particle accelerators and their applications in the war against cancer. Growth in sales and recurring income was spread across IBA’s four business areas. Record sales of PET and SPECT cyclotrons, with 19 orders logged, compared to eight in 2006. Three orders for proton therapy centers and a strategic alliance with Elekta and CMS. Product launch of Compass®, a state-of-the-art solution for quality assurance in radiotherapy. Wave of international success for the Rhodotron® and the Dynamitron®, with five orders logged and a
potential new market in oil extraction. The year was also marked by major initiatives in research and development, particularly in particle therapy, where progress was made on developing a new particle accelerator that will give protons beams the advantages associated with carbon ion beams while maintaining the incomparable precision and flexibility of our technology. R&D also focused on developing new molecules for nuclear imaging in partnership with various institutions.
Overview of IBA business areas For financial reporting purposes, IBA is divided into two business areas: Radioisotope Production and Distribution. Production and distribution of radiopharmaceutical tracers used in medical imaging, mainly FDG (18F fluorodeoxyglucose). Business areas Technology and Equipment Radioisotopes Consolidated revenues
12 | IBA Annual report 2007
Technology and Equipment. The technological
foundation of a number of the Company’s businesses, T&E encompasses in the development, production, and marketing of equipment, including particle accelerators, for imaging, therapy, dosimetry, or sterilization and ionization. 2007 (EUR ‘000)
2006 (EUR ‘000)
Variance (%)
135,584
104,170
30.2%
78,265
66,087
18.4%
213,849
170,257
25.6%
Total sales and service revenues 2007: EUR 213.8 million
Total sales and service revenues 2006: EUR 170.3 million
Radioisotopes 37%
Radioisotopes 39%
Technology Equipement 61%
Technology Equipement 63%
IBA’s two business areas—Radioisotope Production and Distribution and Technology and Equipment—cover four business units, each with its own market for which this report details revenues and major events in 2007.
Molecular Imaging Proton Therapy Cyclotrons and Other Accelerators Dosimetry
Total sales and service revenues 2007: EUR 213.8 million
Total sales and service revenues 2006: EUR 170.3 million
Protontherapy 28%
Protontherapy 19%
Molecular Imaging 37%
Dosimetry 16%
Molecular Imaging 39%
Dosimetry 19% Accelerator 19%
Accelerator 23%
Radioisotope production and distribution Operations in this business area primarily involve the production and distribution of radiopharmaceutical agents with a focus on FDG (fluorodeoxyglucose), a product used in molecular imaging for
the early diagnosis of many diseases (primarily cancer). The following table summarizes the operating results for this area:
IBA Annual report 2007 | 13
Sales and services
2007 (EUR ‘000)
2006 (EUR ‘000)
78,265
66,087
Change change (EUR ‘000) (%) 12,178
18.4%
REBITDA
% of sales
REBIT
% of sales
8,650 11.1%
6,484
2,166
33.4%
9.8%
3,205
247
4.1%
0.4%
2,958
1,197.6%
Above pro forma results presented after allocation of corporate overhead. REBITDA: Recurring earnings before interest, taxes, depreciation, and amortization. REBIT: Recurring earnings before interest and taxes.
FDG/Radiopharmaceuticals FDG (flurodeoxyglucose, a radioactive sugar) is the primary radiopharmaceutical agent used in PET (Positron Emission Tomography) imaging. This imaging technology analyzes cell metabolism and is used for the diagnosis and monitoring of diseases (primarily cancer). PET is the most advanced technology in nuclear medicine. The year 2007 was marked by expansion of the FDG production and distribution network in Europe with the opening of three European facilities: in Udine, Italy, Brussels, Belgium, and Dinnington, England. IBA also opened a European R&D and radiopharmaceutical production center in Fleurus, Belgium. As of early 2008, four FDG production and distribution facilities were still under construction: three in Europe (in Fleurus and Ghent, Belgium, and Guilford, England) and one in the United-States (in Los Angeles). These facilities should start production in 2008 and early 2009. In 2007 as a whole, IBA directly or indirectly operated 35 FDG production centers: 14 in North America, 20 in Europe, and one in Asia (India). In September 2007, IBA announced that it was planning to acquire 100-percent ownership of CIS bio International (CISBIO). By way of background, in May 2006 IRE (Institut National des Radioéléments, based in Fleurus, Belgium) and IBA purchased 100 percent of CISBIO from Schering AG though their RadioPharma Partners (RPP) consortium. This transaction gave IRE an 80.1-percent stake in the company and IBA, a 19.9-percent stake. IBA currently holds a buyout option for CISBIO which it is required to exercise before end of the first semester 2008. CISBIO is a European and world leader in biomedical technology; specifically, 14 | IBA Annual report 2007
in vitro medical diagnostics and the radioactive marking of molecules used in nuclear medicine therapy and imaging. CISBIO is also at the international forefront for the in vitro screening of new drugs, thanks to its HTRF® technology. Its products are used in several fundamental fields of medicine (oncology, cardiology, rheumatology, pneumology, and endocrinology). Headquartered in Saclay, near Paris, France, the company has around 570 employees and posted revenues of around 100 million in 2007. Sales related to the production and distribution of FDG and associated products grew by 18.4 percent in 2007 to EUR 78.3 million versus EUR 66.1 million in 2006. In 2007, 69 percent of sales were in North America. The relative weight of the U.S. component is down sharply in comparison with 2006, when it represented 83 percent of sales, as a result of the production startup of several European facilities. Strong sales growth in 2007 was propelled by the expansion of the U.S. and European markets (measured in volume of doses), which grew at an estimated rate of more than 20 percent. However, this increase was partially offset by a decrease in the average sale price per dose and by trends in the dollar. The price decline in 2007 was decidedly smaller than in 2006 and should further diminish or stabilize in 2008.
Management report
Technology and equipment This business area includes proton therapy, particle accelerator-based technologies (such as cyclotrons, Rhodotrons®, and Dynamitrons®), and dosimetry. The year 2007 was marked by three proton therapy orders, 19 cyclotron orders, and five industrial particle accelerator orders.
2007 (EUR ‘000)
In 2007, T&E earnings totaled EUR 135.6 million compared to EUR 104.2 million in 2006, an increase of 30.2 percent driven primarily by proton therapy. The following table provides a breakdown of T&E sales and service figures by business unit and summarizes this area’s contribution to operating results:
2006 change change (EUR ‘000) (EUR ‘000) (%)
Sales and service
135,584
104,170
31,414
30.2%
- Proton therapy
59,343
32,539
26,804
82.4%
- Dosimetry
35,240
31,570
3,670
11.6%
- Other accelerators
41,001
40,061
940
2.3%
REBITDA
% of sales
REBIT
% of sales
9,619
11,479
7.1%
11.0%
8,583
9,522
6.3%
9.1%
-1,860
-16.2%
-939
-9.9%
Above pro forma results presented after allocation of corporate overhead. REBITDA: Recurring earnings before interest, taxes, depreciation, and amortization. REBIT: Recurring earnings before interest and taxes.
Proton therapy The year 2007 was the second big year in a row for proton therapy, with orders for three proton therapy systems: two from ProCure Treatment Centers, Inc., to be installed in Oklahoma City and another, as-yet-undetermined U.S. city, and one from the Hampton University Proton Therapy Institute in Virginia. In early 2008, IBA signed a letter of intent with Archade to develop the prototype for a new hadron therapy system in Caen, France. The latest advances in hadron therapy are based on using the strong biological action of carbon ion beams to treat certain tumors, such as radiation-resistant tumors, more effectively. Today, with more than 50-percent market share, IBA is the uncontested leader in particle therapy in the international market. Thirteen institutions in the United-States, Asia, and Europe have already chosen IBA-equipped proton therapy systems. In order to meet the constantly increasing demand for proton therapy systems, IBA launched an ambitious project to expand production capacity at its Louvain-la-Neu-
ve site. With the completion of this project during the summer of 2007, it is now able to build eight particle therapy systems a year. The year’s major sales and marketing initiatives included raising IBA’s profile at major international congresses. At the annual meeting of the American Society for Therapeutic Radiology and Oncology (ASTRO), for example, IBA exhibited an actual-size model of a proton therapy treatment room and organized a symposium attracting scientists interested in proton therapy. Additionally, in October 2007, IBA formed a strategic alliance with Elekta AB and CMS to offer comprehensive, fully integrated, and open cancer therapy solutions in the particle therapy market. Since August 2002, Optivus Proton Therapy, Inc. (Optivus) and IBA had been involved in litigation over various proton therapy-related claims. In August 2007, the Company announced that Optivus Proton Therapy, Inc. and the Loma Linda University Medical Center had agreed to drop all claims against IBA in IBA Annual report 2007 | 15
a case that had been before the U.S. District Court for the Central District of California for five years. Proton therapy sales and service revenues soared 82.4 percent in 2007 to EUR 59.3 million, up from EUR 32.5 million in 2006.
Cyclotrons and electron beam accelerators This business unit encompasses cyclotrons used in the production of PET (Positron Emission Tomography) or SPECT (Single Photon Emission Computed Tomography) radioisotopes but does not include cyclotrons for proton therapy. It also includes electron beam particle accelerators intended primarily for industrial use (such as Rhodotrons® and Dynamitrons®). The upward trend in PET cyclotron sales, which began in 2005 and 2006, accelerated sharply with the sale of 18 cyclotrons in 2007, compared to seven in 2006. IBA also continued to strengthen its lead in the SPECT cyclotron (Cyclone® 30) market in 2007 with the signature of a contract to deliver one 30 MeV Cyclone® 30 to the King Faisal Specialist Hospital and Research Center in Riyadh, Saudi Arabia. In the field of electron beam accelerators (Rhodotron® and Dynamitron® industrial e-beam and X-ray accelerators), the year was marked by the sale of a Dynamitron® to Germany’s BGS for the irradiation of plastic cables, pipes, and tubes, as well as by four orders for Rhodotron® accelerators for medical device sterilization in Austria, Brazil, Japan, and Malaysia. In early 2008, IBA also logged a Rhodotron® order from PetroBeam, Inc., a U.S. technology development company in the oil extraction industry in which IBA holds a 10 percent stake, together with warrants allowing it to raise its holding to around 20 percent. In addition, development of the cargo screening prototype is proceeding on schedule. Sales and service revenues for the Company’s cyclotron and electron beam accelerator business totaled EUR 41.0 million in 2007 compared to EUR 40.1 million in 2006, representing an increase of 2.3 percent. 16 | IBA Annual report 2007
Dosimetry Dosimetry includes the services and equipment used to control radiation dosage in medical settings. IBA’s specialized dosimetry products are essential tools for quality assurance in radiation therapy (therapeutic dosimetry) and medical imaging (diagnostic dosimetry). In diagnostic dosimetry, for the fourth year in a row IBA Dosimetry (IBA’s dosimetry subsidiary) was named Siemens Supplier of the Year. Sales of IBA’s KermaX® dosimetry product for quality assurance in radiation diagnostics showed an increase of their sales in 2007 compared to 2006 due to a new law in Germany requiring KermaX ® to be installed in X-ray imaging units. In therapeutic dosimetry, the new Compass® dosimetry product developed with RaySearch Laboratories received 510(k) approval from the U.S. FDA in late 2007 and is now being marketed internationally through IBA’s IBA Dosimetry division. Additionally, IBA signed a three-year agreement with TomoTherapy, Inc. to supply a Helical Dosimetry® suite for the TomoTherapy® Hi-Art® therapy system. Sales and services revenues for the dosimetry unit totaled EUR 35.2 million in 2007 versus EUR 31.6 million in 2006, an increase of 11.6 percent. Dosimetry sales growth was also fueled by strong growth in the Asian market.
Management report
Consolidated annual financial statements Income Statement Consolidated sales and service revenues for 2007 rose 25.6 percent, or EUR 43.6 million, over 2006. The total stood at EUR 213.8 million for 2007 versus EUR 170.3 million for 2006. This increase was the result of strong growth in all business areas. Consolidated gross margin increased by 30.9 percent to EUR 69.8 million, compared to EUR 53.3 million for the previous period. As a percentage of consolidated sales and services, they totaled 32.7 percent versus 31.3 percent in 2006. This increase was essentially due to the improvement of margins in Radioisotope Production and Distribution. Overall, recurring costs rose 33.2 percent in 2007 over 2006 levels, with a big increase in both sales and marketing (33.4 percent) and research and development (71.2 percent). This growth reflects the Group’s investment strategy in these areas, particularly in proton therapy, as well as a change in its composition due to the absorption of companies purchased from Schering AG in May 2006. The Group posted net recurring earnings of EUR 11.8 million in 2007 versus EUR 9.8 million a year earlier, representing an increase of 20.7 percent (29.7 percent at constant EUR/USD exchange rates). Under other operating results, the Company posted a loss of EUR 4.7 million for 2007 due primarily to litigation-related losses and provisions, including settlement of the Optivus suit, reversal of impairment loss previously recognized on machinery and equipment, and write-downs of current assets. In 2006, this heading showed a profit of EUR 10.4 million reflecting several factors, including purchase of Schering’s European FDG business in May 2006, sale of Scanditronix Magnet AB, liquidation of BPR, discontinuation of brachytherapy operations in Fleurus, booking of nonrecurring costs in connection with the decrease in the strike price of IBA employee stock options following refund of additional paid-in capital in 2005, various asset write-downs, and other expen-
ses, including those associated with the Optivus litigation and with changing the IBA image. IBA posted a financial loss of EUR 0.5 million in 2007 compared to a profit of EUR 0.6 million in 2006. This change was due primarily to charges posted for interest swaps and currency hedging and to an increase in advance payment bond expenses owing to the greater number of projects in progress. Financial figures for 2006 were also impacted with EUR1.4 million by the positive effect of IFRS application to one aspect of the acquisition of ownership in CIS bio International. Tax figures for 2007 show an income of EUR 7 million compared to EUR 7.8 million for the same period in 2006. This income is due to partial recognition of additional deferred tax assets following periodic analysis of the probability of future use, partially offset by tax expense in the countries in which the Company does not have useable deferred tax losses. In 2006, profit/(loss) from discontinued operations showed a loss of EUR 1.5 million due to the decision to cease production of irradiated wire for brachytherapy in the United-States and, to a lesser extent, the sale of the Swedish firm Scanditronix Magnet AB in January 2006. Entities accounted for by the equity method contributed EUR 0.3 million to total profit in 2007. In 2006, this contribution stood at EUR 2.9 million and resulted primarily from application of IFRS to the acquisition of a minority stake in CISBIO France following Schering divestment. This reflected revaluation of CISBIO’s assets and liabilities and inclusion of CISBIO’s proportional contribution to results from May to December of 2006. Net earnings totaled EUR 13.9 million in 2007 compared to the exceptionally high figure of EUR 30.0 million for 2006, which included EUR 24.7 million in non-recurring items associated with the Schering transaction.
IBA Annual report 2007 | 17
Consolidated balance sheet and financial structure
Non-current assets increased significantly in 2007, from EUR 120.7 million at December 31, 2006 to EUR 151.3 million at December 31, 2007. The total difference of EUR 30.6 million is attributable primarily to the following changes: EUR 13.4 million increase in fixed assets due primarily to investments in the Company’s radioisotope business (finalizing construction of FDG production facilities in England and Italy plus investments in Spain) and to investments associated with expanding the infrastructure at the Louvain-la-Neuve site. EUR 9.9 million increase in long-term receivables due primarily to an increase in advance payments on proton therapy contracts for which the corresponding liabilities do not qualify for derecognition under IAS 39. EUR 8.3 million increase in deferred tax assets due to increased recognition of such assets after IFRS analysis of probability of future use. The remaining EUR 1 million is due to a change in the goodwill, an increase in intangible assets, and recognition of the share of profits of associates accounted for using the equity method. Non-current liabilities rose from EUR 51.8 million in 2006 to EUR 64.3 million in 2007. This increase is due almost entirely to the booking of advance payments on proton therapy contracts for which the corresponding receivables do not qualify for derecognition under IAS 39. The Group’s net cash position went from EUR 44.1 million at December 31, 2006 to EUR 32 million at December 31, 2007.
IBA S.A. statutory accounts and appropriation of net profit/(loss) Ion Beam Applications S.A. posted a net profit of EUR 4.9 million for 2007, compared to a net loss of EUR 0.8 million for 2006. Sales and services increased 66 percent to EUR 112.1 million versus EUR 67.8 million in 2006, primarily as a consequence of continuing recognition of income from the sale of proton therapy systems, plus three orders for new systems logged during the period. Operating results showed a loss of EUR 0.5 million in 2007 versus a profit of EUR 1.6 million in 2006. 18 | IBA Annual report 2007
At the Extraordinary General Meeting of May 9, 2007, the shareholders of IBA S.A. agreed to defray its loss through a reduction in the additional paid-in capital of EUR 87.4 million. The Board of Directors will ask the shareholders to approve payment of a dividend of EUR 0.17 per share at the Ordinary General Meeting.
Research and development In 2007, R&D expenses for the group totaled EUR 17.2 million, compared to EUR 10.0 million in 2006. Thanks to this appreciable investment, the Company has been able to maintain its world leadership in all of the markets in which it is active.
Acquisitions and divestments in 2007 During the period under review, IBA continued its policy of expanding its production and distribution network for radiopharmaceutical tracers in both the United-States and Europe. On December 20, 2007, IBA transferred its FDG production facility at University Hospital Ghent, Belgium, to BetaPlus Pharma for EUR 2.4 million as a contribution-inkind. In return for this contribution, IBA received 1,000 new shares in BetaPlus Pharma and a claim for EUR 1 million. Following this transaction, IBA’s stake in BetaPlus Pharma S.A. increased from 40 percent to 65 percent, automatically bringing this entity within the IBA Group’s scope of consolidation. IBA also paid in cash EUR 0.1 million for 10% of BetaPlus Pharma shares. There were no divestments in 2007.
Corporate structure and governance Please see the “Corporate Governance, Management, and Control” section of this report for information on the procedures stipulated in article 523 of Belgium’s Code des Sociétés (Corporate Code). At its meeting of June 25, 2007, the Board of Directors was to rule on the Company’s purchase of Institut des Radioéléments’ 80.1 percent stake in the company RadioPharma Partners (RPP), which itself held 100 percent ownership of CIS bio International SAS. This situation gave rise to application of the procedure stipulated in article 523 of
Management report
Belgium’s Code des Sociétés (Corporate Code) for cases of director conflict of interest. This conflict of interest involved Institut des Radioéléments. From the minutes of the meeting: “After the introduction, the members announced that they would begin discussion of this item. The representative of IRE brought up a conflict of interest pursuant to article 523 of the Code des Sociétés. In the absence of the IRE representative, the members began discussion. It resulted in a unanimous decision by the participating members to approve purchase by IBA of IRE’s stake in RPP and, consequently, to authorize Pierre Mottet to send IRE an official letter elucidating why this was in the interests of both the Company and IRE and explaining the future partnership. Following this decision, the Board informed the IRE representative of the outcome.” At this stage, the terms of the CISBIO buyout are under negotiation between IBA and IRE and should be finalized in the first half of 2008, subject to the usual regulatory approvals. The price is expected to be on the order of 20 million euros, to be paid in both cash and shares in IBA S.A., in order to further strengthen the historic partnership between IBA and IRE, one of its founding shareholders. The cash payment will be used as a seed fund for projects useful to the joint development of IRE, CISBIO, and IBA. However, this price should be quickly offset by potential synergies among all of the component businesses of IBA and CIS bio international. IBA launched a number of employee stock options plans during previous periods to foster employee loyalty and motivation by allowing employees to share in the profits generated by the rising price of company stock. These plans were based on the authorized capital and eliminated the preferential right of existing shareholders. Under a new plan launched in 2007, 338,246 additional stock options were issued at a strike price of EUR 19.94. Approval of the launch of the 2007 stock options plan by the Board of Directors at its August 29,
2007 meeting gave rise to application of the procedure stipulated in article 523 of the Code des Sociétés for cases of director conflict of interest. This conflict of interest affected all of the directors except the Chairman of the Board and JeanJacques Verdickt, who did not wish to participate in the plan. From the minutes of the meeting: “The members of the Board discussed launching a 2007 SOP. They approved the principle of launching this plan, as well as the terms of the Board’s special report. It was agreed that the press release on midyear results should contain a reference to the launch of this plan and the stock buyback in order to insure the transparency of the operation. Management said that no decision had yet been made as to the specific number of stock options to be granted, but that it would fall within a range of 412,000 to 450,000 options. All Board members were eligible to participate in this plan. However, the Chairman of the Board and Jean-Jacques Verdickt said that they did not wish to be included in the list of beneficiaries. As beneficiaries of the plan, the other directors stated that they had a direct financial interest which gave rise to a conflict-of-interest situation subject to article 523 of the Code des Sociétés. They would not participate further in the discussion. After discussion, the Chairman of the Board and Jean-Jacques Verdickt unanimously approved the launch of a stock options plan involving between 412,000 and 450,000 options, with the amount to be determined by the Compensation Committee, and consequently approved the terms of the Board’s draft special report prepared in compliance with articles 583, 596, and 598 of the Code des Sociétés, subject to any changes required by Belgium’s Banking, Finance, and Insurance Commission (CBFA). They would approve the final stock options grants.” The plan has no significant impact on the Company’s assets (7,500 stock options).
IBA Annual report 2007 | 19
Shareholders and stock options Number of shares Belgian Anchorage
%
7,773,132
30.13%
IRE (Institut des Radioéléments)
878,660
3.41%
Sopartec
529,925
2.05%
UCL (Université Catholique de LLN)
426,885
1.65%
IBA Investments S.C.R.L.*
358,692
1.39%
Public
15,832,958
61.37%
Total
25,800,252
100.00%
(*) At December 31, 2007, IBA held a total of 358,692 of its shares through IBA Investments S.C.R.L., which is a wholly owned indirect subsidiary.
The Group strives to optimize its capital structure to achieve maximum value for its shareholders while maintaining appropriate flexibility to implement the strategy approved by its Board of Directors.
With this in mind, the Group bought back EUR 6.5 million in its own shares (329,509 shares) in 2007.
Principal risks and uncertainties IBA’s operations entail a number of risks. The following is a list of significant risk factors. It is not intended to be exhaustive.
potentially obtain. The reimbursement policies of such institutions differ from country to country and can vary widely.
Regulatory approval
Product liability insurance
As medical devices, IBA proton therapy products are subject to regulatory approval. Such approval must be obtained in every country in which IBA wishes to install a system. At December 31, 2007, IBA had regulatory approval for the United-States (FDA), the European Union (European Commission), China (SDA), and South Korea. There is always a risk that the authorizing authorities may withdraw their approval. Furthermore, because of technological changes in its equipment, IBA must also apply for additional approvals.
Use of the Company’s products may expose it to certain liability lawsuits. The Company maintains what it believes to be sufficient insurance to protect it in the event of damages arising in a product liability lawsuit or from the use of its products. In a country such as the United-States, where the slightest incident may result in major lawsuits, there is always a risk that a patient who is dissatisfied with services delivered using the Company’s products may initiate legal action against it. IBA cannot guarantee that its insurance coverage will always be sufficient to protect it from such risks or that it will always be possible to obtain coverage for such risks.
Similarly, radioisotope production and distribution is subject to many regulations with which the Company must comply at all times in order to continue to market its products.
Healthcare reimbursement Healthcare reimbursement for PET scanner diagnoses or the treatment of certain diseases involving direct or indirect use of IBA equipment is subject to review by the reimbursing institution. These institutions’ healthcare reimbursement polices impact the number of orders that IBA may 20 | IBA Annual report 2007
Foreign exchange risks The Company is exposed to foreign exchange risks when it signs certain contracts in foreign currencies or when it invests abroad. Insofar as possible, the Company employs the financial instruments necessary to limit its exposure to these risks. The Company’s financial risk management objectives and policy, as well as its policies on price risk,
Management report
liquidity risk, and cash flow risk, are described in greater detail in the notes to its consolidated financial statements.
and marketing networks and, more importantly, extensive financial resources that cannot compare with those of IBA.
Dependency on certain employees
Furthermore, there is always the possibility that a new technology (a revolutionary cancer treatment therapy, for example) may be developed that would render a portion of IBA’s current product line obsolete. However, developing and marketing a new technology takes a relatively long time.
Since the Company’s foundation, the number of highly qualified individuals on its payroll has increased tremendously. However, it is possible that the defection of certain key employees possessing specific expertise could at some point affect one of the Company’s business areas.
Dependency on a specific customer or on a limited number of orders In general, IBA’s customers are diversified and are located on several continents. For its equipment, particularly its proton therapy systems, the Company depends each year on a number of orders that are filled over several accounting periods. In this field of business, progress or lack of progress on an order, or changes in an order that were not anticipated at the beginning of the year, can have a significant impact over several accounting periods. On the other hand, the lead time for filling orders gives the Company good visibility in its field several months before they are filled.
Penalties and warranties Some contracts may contain warranties or penalties. While the warranty or penalty is generally a few percent of the amount of the contract in the case of conventional sales contracts, it may be significantly higher in the context of Public-Private Partnerships inasmuch as the penalties must cover the associated financing. Such clauses are applicable to a limited number of contracts and are essentially found only in the context of proton therapy contracts. The possibility that a customer may one day exercise such a warranty or penalty clause cannot be excluded.
Intellectual property (patents) The Company holds intellectual property rights. Some of these rights are generated by employee or production process know-how and are not protected by patent. The Company holds patents, but it cannot guarantee that these patents are broad enough to protect the Company’s intellectual property rights and to keep its competitors from gaining access to similar technologies. The Company cannot guarantee that the defection of certain employees would not have a negative impact on its intellectual property rights.
Competition and risk of rapid product obsolescence At the current time, IBA has no direct competitor active in all of the markets in which it is present. However, in some of its markets, it is competing against some of the world’s largest corporations. These corporations have highly developed sales IBA Annual report 2007 | 21
Events subsequent to the end of the reporting period On January 14, 2008, IBA announced that it had taken a 10-percent stake in PetroBeam, Inc. of Raleigh, North Carolina, by subscribing to a capital increase and warrants allowing it to raise its holding to around 20 percent at a future stage. The total investment is approximately $6 million. PetroBeam, Inc. is a technology development company engaged in research and development of a patent pending method that uses an electron beam accelerator to process and upgrade crude oil (bitumen and heavy oil) and enhance refining operations. This technology is called the PetroBeam™ process. In the past few months, IBA and PetroBeam have carried out numerous preliminary tests at IBA’s Long Island facility (New York, U.S.A.) to validate the process for a small pilot plant. A new pilot plant capable of processing 1,000 barrels a day is being built at the same Long Island site. In the context of the agreement, PetroBeam, Inc. has ordered a Rhodotron® and has committed to buy all future electron beam accelerators firstly from IBA. On February 7, 2008, IBA announced that it had signed a letter of intent with Archade to develop a new hadron therapy system prototype in Caen, France. Archade is a partnership between Centre François Baclesse, (the cancer treatment center for Lower Normandy) and the University Hospital (CHU) of Caen. This partnership was formed to develop a European hadron therapy resource center in Lower Normandy. The goal of the preliminary agreement between IBA and Archade is to clear this equipment for therapeutic use before the end of 2011. This new center will be built around a new type of highly sophisticated 400 MeV (million electron volt) supraconducting isochronic cyclotron that can accelerate carbon ions in addition to protons. The latest advances in hadron therapy are based on using the strong biological action of carbon ion beams to treat certain tumors, such as radiationresistant tumors, more effectively. IBA is investing close to EUR 40 million in the development of the prototype, which it is entrusting to Archade. Archade has the option of buying the prototype back as soon as it is approved for therapeutic use.
22 | IBA Annual report 2007
On March 14, 2008, IBA announced that it had received authorization from the British government to begin production at its new PET (Positron Emission Tomography) radiopharmaceutical plant in Guildford, Surrey, U.K. This new plant is the latest addition to the IBA distribution network, which encompasses 36 PET radiopharmaceutical production facilities around the world. This plant will serve southern England. Guildford is part of IBA’s U.K. distribution network, which also includes a plant in Dinnington, South Yorkshire. The Dinnington plant was built to serve northern England and opened for business last year. The Guildford plant is the fourth PET radiopharmaceutical plant that IBA has opened in the past 12 months. Together with the first three—in Brussels, Belgium, Udine, Italy, and Dinnington, England—it brings to 18 the total number of European facilities in operation.
Management report
General outlook for 2008 IBA is confident that, at constant exchange rates, it can achieve higher recurring profit in 2008 than in the period under review while continuing its policy of investing both in research and development and in sales and marketing. It bases its confidence on the following: 1. Equipment orders of EUR 216 million at December 31, 2007, plus near-term prospects for finalizing several contracts; 2. Predicted growth of the PET radiopharmaceutical market, particularly for FDG, and takeover of CISBIO by mid 2008; 3. Opening of new fields of application for electron beam accelerators; 4. Positive outlook in Dosimetry, particularly for Compass®. The Board of Directors has decided to ask the shareholders to approve payment of a dividend of EUR 0.17 per share—the first in the history of the Company—at the Ordinary General Meeting of May 14, 2008.
IBA Annual report 2007 | 23
24 | IBA Annual report 2007
Corporate governance, management, and control The philosophy, structure, and general principles of IBA corporate governance are presented in the Company’s Corporate Charter (“Charter”), available on the its website www.iba-worldwide.com 1. Board of directors The Board of Directors is composed of nine members. The articles of incorporation and Corporate Governance Charter require a balance on the Board of Directors among outside directors, inside directors, and directors representing the shareholders. The Board of Directors must always be made up of at least one third outside directors and one third directors nominated by the managing directors (“inside directors”). The two managing directors, who are responsible for the Company’s day-to-day management, are also considered inside directors. The Board of Directors meets whenever necessary, but a minimum of four times a year. The major topics of discussion include market situation, strategy (particularly as concerns acquisitions during the period), technological developments, financial developments, and human resources management. Reports of minutes of the meetings are sent to the directors first so that they may exercise their duties with full knowledge of the facts. The Board of Directors met eight times in 2007, each time under the chairmanship of Peter Vermeeren. Attendance at meetings of the Board was very high. A large majority of the directors attended all meetings. Only three absences were recorded for all of the meetings, which represents an absentee rate of 4 percent. At the proposal of the Nominating Committee, the Ordinary General Meeting of May 9, 2006 elected
Jean-Jacques Verdickt to another term as outside director representing the privately held corporation J.J. Verdickt S.P.R.L. and Nicole Destexhe to another term as “other director” representing Institut des Radioéléments (IRE). The same meeting reelected Yves Jongen as an inside director. The Board of Directors was comprised of the following nine members at December 31, 2007:
Outside directors 1
Peter Vermeeren, 67 Chairman of IBA’s Board of Directors since May 2004. Director since May 2000. Elected May 10, 2000; reelected May 12, 2004. Formerly Executive Vice President of Mallinckrodt and Executive Vice President of ADAC. Jean Stéphenne, 57. Representative and Manager Director of Innosté S.A. Director since May 2000. Elected May 10, 2000; reelected May 12, 2004. Since 1998, President and General Manager of Glaxo-SmithKline Biologicals, Belgium. Member of the Boards of Directors of Société Belge des Bétons, Fortis, and Nanocyl. Pierre Scalliet, 55. Director since May 2005. Elected May 11, 2005; reelected May 10, 2006. Chief of Service, Oncological Radiotherapy. Professor of Clinical Oncology, Université Catholique de Louvain (UCL).
(1) These directors were presented to the shareholders as outside candidates at the time of their election. However, other directors may also meet the same independence criteria.
IBA Annual report 2007 | 25
Jean-Jacques Verdickt, 63. Representative and Manager of J.J. Verdickt S.P.R.L. Director since May 2006. Chairman of Techspace Aero, Vice Chairman of the Euroclear group, member of the Boards of Directors of Alcatel Bell, the Magotteaux group, Euroclear Bank, Logiver, and UWE (Walloon Business Association). Peter Vermeeren was reelected at the Ordinary General Meeting of May 14, 2004 for a term expiring at the 2008 Ordinary General Meeting to approve the financial statements for 2007. The Board has also appointed Peter Vermeeren Chairman of the Board of Directors, Chairman of the Nominating Committee, and Chairman of the Compensation Committee. Jean Stéphenne was elected director representing Innosté S.A. at the Ordinary General Meeting of May 10, 2006. His term will expire at the 2008 Ordinary General Meeting to approve the financial statements for 2007. Pierre Scalliet was elected at the Ordinary General Meeting of May 11, 2005 and was reelected at the Ordinary General Meeting of May 10, 2006. His term will expire at the 2009 Ordinary General Meeting to approve the financial statements for 2008. Jean-Jacques Verdickt, manager of J.J. Verdickt S.P.R.L., was elected director representing that company at the Ordinary General Meeting of May 9, 2007. His term will expire at the 2010 Ordinary General Meeting to approve the financial statements for 2009. None of the outside directors have ceased to meet the independence criteria set forth in the Charter during the course of their terms.
Inside directors 2
Pierre Mottet, 46. Chief Executive Officer. Managing Director since February 2000. Elected May 10, 2000; reelected May 12, 2004. Also Vice Chairman of the Board of Directors of Agoria, Vice Chairman of the Board of Directors of E-Capital, and member of the Executive Committee of FEB (Federation of Enterprises in Belgium). Yves Jongen, 60. Founder of IBA and Chief Research Officer. Managing Director since February 1991. Elected May 29, 1998; reelected May 9, 2007. Before the establishment of IBA in 1986, Director of the Cyclotron Research Center of the Université Catholique de Louvain (UCL). Eric de Lamotte, 51. Representative and Managing Director of Bayrime S.A. Managing Director since February 2000. Elected May 10, 2000; reelected May 12, 2004. Corporate Director. Formerly Financial Director of IBA (1991-2000). Pierre Mottet is Managing Director and Chief Executive Officer. He was reelected at the Ordinary General Meeting of May 14, 2004 for a term expiring at the 2008 Ordinary General Meeting to approve the financial statements for 2007. Yves Jongen is Managing Director and Chief Research Officer. He was reelected at the Ordinary General Meeting of May 9, 2007 for a term expiring at the 2010 Ordinary General Meeting to approve the financial statements for 2009. As managing directors, Pierre Mottet and Yves Jongen are responsible for the Company’s day-to-day management. Eric de Lamotte, managing director of Bayrime S.A., was approved at the Ordinary General Meeting of May 10, 2006 to continue as a director representing that company. His term remains unchanged. He will serve until the 2008 Ordinary General Meeting to approve the financial statements for 2007.
(2) As defined in the Charter.
26 | IBA Annual report 2007
Corporate governance, management, and control
Other directors
Olivier Ralet, 50. Representative and Manager of Olivier Ralet BDM S.P.R.L. Director since June 2000. Elected June 28, 2000; reelected May 11, 2005. Licentiate of Law. Member of the Executive Committee of Atenor Group S.A., Belgium. Nicole Destexhe, 55. Representative of Institut National des Radioéléments (IRE). Director since 1991; reelected May 9, 2007. Financial Director of IRE.
Nicole Destexhe, representative and financial director of Institut National des Radioéléments (IRE), and Olivier Ralet, representing the privately held Olivier Ralet BDM S.P.R.L., are classified as other directors. Nicole Destexhe was reelected as a director representing IRE at the Ordinary General Meeting of May 9, 2007. Her term expires at the 2010 Ordinary General Meeting to approve the financial statements for 2009. Olivier Ralet was reelected director representing Olivier Ralet BDM S.P.R.L. at the Ordinary General Meeting of May 10, 2006. His term expires at the 2009 Ordinary General Meeting to approve the financial statements for 2008.
2. Compensation committee The Compensation Committee met three times in 2007, each time under the chairmanship of Peter Vermeeren. A report on each of its meetings was submitted to the Board. Topics of discussion included issues relating to the 2006 and 2007 bonuses, determination of the beneficiaries of the 2007 stock options plan, directors’ compensation, and compensation schemes in general. All of the members attended each meeting.
The Compensation Committee is comprised of Peter Vermeeren, Jean Stéphenne (representing Innosté S.A.), and Eric de Lamotte (representing Bayrime S.A.). It is chaired by Peter Vermeeren. Pierre Mottet is invited to attend unless the Committee is deciding on compensation policy or other subjects affecting the managing directors.
3. Nominating committee The Nominating Committee met twice in 2007 for the purpose of analyzing the areas of expertise needed by the Board of Directors to fill expiring directorship positions and of making proposals in this regard to the Board of Directors. Based on its report, the Board of Directors proposed the reappointment to the Board of IRE financial director Nicole Destexhe, representing Institut National des Radioéléments, and Jean-Jacques Verdickt, representing J.J. Verdickt S.P.R.L.
The Nominating Committee consists of five members, including the Chairman of the Board of Directors and a minimum of two outside directors. The Nominating Committee is currently comprised of Peter Vermeeren, Innosté S.A., Bayrime S.A., Pierre Mottet, and Yves Jongen.
IBA Annual report 2007 | 27
4. Audit committee The Audit Committee met four times in 2007, including three times in the presence of the auditors. A report on each of its meetings was submitted to the Board of Directors. The main topics were the annual results for 2006 and analysis of the auditors’ management letter, analysis of the midyear results, follow-up on implementation of IFRS accounting principles, examination of the 2008 budget, and oversight of a risk exposure study and of establishment of an internal audit function. All of the members attended each meeting.
The Committee is currently comprised of three members. They are Jean-Jacques Verdickt (representative and manager of J.J. Verdickt S.P.R.L.), Eric de Lamotte (representative and managing director of Bayrime S.A.), and Olivier Ralet (representative and manager of Olivier Ralet BDM S.P.R.L.).
5. Day-to-cay and strategic management Day-to-day management and corporate responsibility in such matters is delegated to the two managing directors, Pierre Mottet, Chief Executive Officer, and Yves Jongen, Chief Research Officer. Pierre Mottet is specifically responsible for implementing strategy and for day-to-day management.
Jean-Marie Ginion: President, Technology Group,
58, based in Louvain-la-Neuve, Belgium. Frank Uytterhaegen: President, IBA China, 54,
based in Beijing, China. Rob Plompen: President, Dosimetry, 44, based in
Schwarzenbruck, Germany. Olivier Legrain: President, Molecular Medicine, 39,
The Chief Executive Officer is assisted by a management team consisting of members of the corporate team and the presidents of the business units. Together, they constitute the Group’s Management Team. The Chief Executive Officer, accompanied by the Chief Financial Officer, makes regular reports to the Board of Directors. The Board of Directors also asks the Management Team or division heads to report to the Board on at least two occasions: adoption of the strategic plan and adoption of the 2008 budget. The Management Team was comprised of the following members in 2007: Pierre Mottet: Managing Director and Chief Executive Officer, 46, based in Louvain-la-Neuve, Belgium. Yves Jongen: Managing Director and Chief Research Officer, 60, based in Louvain-la-Neuve, Belgium. Jean-Marc Bothy: Chief Financial Officer, 43, based in Louvain-la-Neuve, Belgium.
28 | IBA Annual report 2007
based in Sterling, Virginia, U.S.A. Jean-Louis Bol: President, Industrial Operations
(Sterilization & Ionization), 57, based in Louvain-LaNeuve, Belgium. Philippe Audon: President, Customer Service, 54, based in Louvain-la-Neuve, Belgium. Jean-Marc Andral: President, Proton Therapy, 58, based in Louvain-la-Neuve, Belgium.
Corporate governance, management, and control
6. Conflicts of interest At its meeting of June 25, 2007, the Board of Directors was to rule on the Company’s purchase of Institut des Radioéléments’ 80.1 percent stake in the company RadioPharma Partners (RPP), which itself held 100 percent ownership of CIS bio International SAS. This situation gave rise to application of the procedure stipulated in article 523 of Belgium’s Code des Sociétés (Corporate Code) for cases of director conflict of interest. This conflict of interest involved Institut des Radioéléments. From the minutes of the meeting: “After the introduction, the members announced that they would begin discussion of this item. The representative of IRE brought up a conflict of interest pursuant to article 523 of the Code des Sociétés. In the absence of the IRE representative, the members began discussion. It resulted in a unanimous decision by the participating members to approve purchase by IBA of IRE’s stake in RPP and, consequently, to authorize Pierre Mottet to send IRE an official letter elucidating why this was in the interests of both the Company and IRE and explaining the future partnership. Following this decision, the Board informed the IRE representative of the outcome.” At this stage, the terms of the CISBIO buyout are under negotiation between IBA and IRE and should be finalized in the first half of 2008, subject to the usual regulatory approvals. The price is expected to be on the order of 20 million euros, to be paid in both cash and shares in IBA S.A., in order to further strengthen the historic partnership between IBA and IRE, one of its founding shareholders. The cash payment will be used as a seed fund for projects useful to the joint development of IRE, CISBIO, and IBA. However, this price should be quickly offset by potential synergies among all of the component businesses of IBA and CIS bio international. Approval of the launch of the 2007 stock options plan by the Board of Directors at its August 29, 2007 meeting gave rise to application of the pro-
cedure stipulated in article 523 of the Code des Sociétés for cases of director conflict of interest. This conflict of interest affected all of the directors except the Chairman of the Board and Jean-Jacques Verdickt, who did not wish to participate in the plan. From the minutes of the meeting: “The members of the Board discussed launching a 2007 SOP. They approved the principle of launching this plan, as well as the terms of the board’s special report. It was agreed that the press release on midyear results should contain a reference to the launch of this plan and the stock buyback in order to insure the transparency of the operation. Management said that no decision had yet been made as to the specific number of stock options to be granted, but that it would fall within a range of 412,000 to 450,000 options. All Board members were eligible for inclusion in this plan. However, the Chairman of the Board and Jean-Jacques Verdickt said that they did not wish to be included in the list of beneficiaries. As beneficiaries of the plan, the other directors stated that they had a direct financial interest and that this gave rise to a conflict-of-interest situation under article 523 of the Code des Sociétés. They would not participate further in the discussion. After discussion, the Chairman of the Board and Jean-Jacques Verdickt unanimously approved the launch of a stock options plan involving between 412,000 and 450,000 options, with the exact number to be determined by the Compensation Committee, and consequently approved the terms of the Board’s special report prepared in compliance with articles 583, 596, and 598 of the Code des Sociétés, subject to any changes required by Belgium’s Banking, Finance, and Insurance Commission (CBFA). They would approve the final stock options grants.” The plan has no significant impact on the Company’s assets.
IBA Annual report 2007 | 29
7. Policies and procedures The Company has implemented a code of conduct for the handling of sensitive information and securities transactions that has been disseminated to all employees. Furthermore, each of the directors and each member of the management team has signed in acceptance of the code in his or her management capacity These individuals made the following transactions in their management capacities in 2007:
Exercise of a total of 5,000 stock options issued
under the 2001 stock options plan; Exercise of a total of 61,700 stock options issued under the 2002 stock options plan; Exercise of a total of 53,000 stock options issued under the 2004 stock options plan. To the best of the Company’s knowledge, there were no violations of the code of conduct in 2007.
8. Compensation policy – Stock and stock options As indicated in the Charter, the Company does not wish to provide specific information on individual compensation. It believes that information of this kind does not offer added value to the shareholders and is potentially harmful to the Company. However, communication of information on compensation policy is important for shareholders and is detailed in the Charter. Actual compensation in 2007 is described below. 8.1. Directors Fixed compensation paid to members of the Board of Directors for services rendered in 2007 totaled EUR 128,000. Directors did not receive variable compensation or any other payment. However, some of them were included in the 2007 stock options plan. Managing directors were not compensated for attending meetings of the Board of Directors. 8.2. Managing Directors and the Management Team The Board is careful to ensure that the managing directors and the management team are compensated for direct and indirect services to the Company in a manner consistent with market practices based on level of responsibility, services rendered, and their nature of their duties. As indicated in the Charter, fixed and variable compensation of the managing directors is determined by the Compensation Committee in accordance 30 | IBA Annual report 2007
with principles approved by the Board. Fixed and variable compensation of the management team is reviewed and determined by the Chief Executive Officer. It has been reported to the Compensation Committee and the Board of Directors and discussed by both. The principle of launching a stock options plan in 2007 and the total number of options issued was approved by the Board of Directors. The Compensation Committee identified the beneficiaries of the stock options and determined the number of stock options granted to each of them. The total amount paid by the Company and its subsidiaries in compensation for duties exercised and services rendered directly or indirectly by the two managing directors and the eight members of the management team came to approximately EUR 3.2 million in 2007: around EUR 2.2 million for fixed compensation and around EUR 1.0 million for variable compensation. These amounts are always stated as cost to the company. Without changes in the scopes of consolidation, fixed compensation for management increased by 6%. The remaining difference involves improvement in target attainment from 2006 to 2007. Note that fixed compensation includes a Group contribution of EUR 0.1 million to a defined contribution plan.
Corporate governance, management, and control
At December 31, 2007, all of the directors together held 886,560 shares of IBA stock directly (including 878,660 shares held by IRE).
50,000 stock options issued under the 2001 stock
At the same date, the outside directors held 23,400 IBA stock options issued under the 2000, 2001, 2002, 2006, and 2007 stock options plans.
At December 31, 2007, members of the management team, including the managing directors, held a total of 871,086 stock options distributed as follows: 11,500 stock options issued under the 2000 stock options plan at the strike price of EUR 24.90
options plan at the strike price of EUR 12.60 261,065 stock options issued under the 2002 stock options plan at the strike price of EUR 3.34 232,000 stock options issued under the 2004 stock options plan at the strike price of EUR 3.72 40,000 stock options issued under the 2005 stock options plan at the strike price of EUR 6.37 160,000 stock options issued under the 2006 stock options plan at the strike price of EUR 13.64 116,521 stock options issued under the 2007 stock options plan at the strike price of EUR 19.94
9. Relationship with dominant shareholders Acting in concert, IBA’s dominant shareholders— Belgian Anchorage and Belgian Leverage, UCL, Sopartec, and IRE—have entered into an agreement that will expire in 2013. In late December 2007, Belgian Leverage transferred all of its stock in IBA to its parent company, Belgian Anchorage. The above shareholders’ agreement governs, inter alia, the sharing of information and preferential rights on the sale of IBA stock. The parties to this agreement held 9,967,294 shares of ordinary stock at December 31, 2007, representing 38.63 percent of Company’s voting rights. Under the terms of this agreement, in the event of a new IBA stock offering, if one of the dominant shareholders does not exercise its preferential
subscription right, this right will pass to the other dominant shareholders, with Belgian Anchorage S.A. having first right of purchase. If a participant in the shareholders’ agreement wishes to sell its shares of IBA stock, the other parties to the agreement will have a preemptive right to acquire this stock, with Belgian Anchorage S.A. having first right of purchase. This preemptive right is subject to certain exceptions. In particular, it does not apply in the case of a transfer of stock to Belgian Anchorage S.A. To the best of the Company’s knowledge, there were no other relationships or specific agreements among the shareholders at December 31, 2007.
IBA Annual report 2007 | 31
The Stock market and the shareholders IBA Stock IBA stock is continuously traded on Euronext Brussels. It is included in the Bel Mid index of the Brussels exchange. It was first listed on June 22, 1998 at EUR 11.90 per share (price adjusted for the 5 for 1 split in June 1999). At December 31, 2007, there were no convertible bonds or bonds with warrants outstanding. Total employee stock options outstanding at end-2007 numbered 2,380,260. Stock market prices
■ IBA ■ BEL Mid ■ BEL 20
0,40
40,00%
0,29
29,00%
0,18
18,00% 7,00% 0,07
32 | IBA Annual report 2007
7 dec 07
16 nov 07
26 oct 07
5 oct 07
14 sep 07
24 aug 07
3 aug 07
13 jul 07
22 jun 07
1 jun 07
11 may 07
19 apr 07
27 mar 07
6 mar 07
13 feb 07
23 jan 07
-0,15
2 jan 07
-4,00% -0,04 -15,00%
900000 800,000 800000 700,000 700000 600,000 600000 500,000 500000 400,000 400000 300,000 300000 200,000 200000 100,000 100000 0 0 900,000
27 dec 07
5 dec 07
8 oct 07
18 sep 07
29 aug 07
9 aug 07
20 jul 07
2 jul 07
12 jun 07
23 may 07
3 may 07
12 apr 07
21 mar 07
1 mar 07
9 feb 07
22 jan 07
2 jan 07
15 nov 07
■ Volume ■ Market Price
26 oct 07
25 e 24.00 24 e 23.00 23 e 22.00 22 e 21.00 21 e 20.00 20 e 19.00 19 e 18.00 18 e 17.00 17 e 25.00
12/31/2007 Diluted 12/31/2006 Diluted Shareholders Number of % Number of % Number of % Number of shares shares shares shares Belgian Anchorage S.A.(1) (2) Belgian Leverage(1) (3)
%
7,773,132
30.1%
7,773,132 27.58%
5,698,132
22.4%
5,698,132
20.5%
0
0.00%
0
2,300,000
9.0%
2,300,000
8.3%
0.00%
Institut des Radioéléments (IRE)
878,660
3.4%
878,660
3.12%
878,660
3.5%
878,660
3.2%
Sopartec (UCL)(1)
529,925
2.1%
529,925
1.88%
670,185
2.6%
670,185
2.4%
(1)
Université Catholique de Louvain (UCL)(1)
426,885
1.7%
426,885
1.51%
426,885
1.7%
426,885
1.5%
IBA Investments(4)
358,692
1.4%
358,692
1.27%
29,183
0.1%
29,183
0.1%
15,832,958
61.4%
18,213,218 64.63%
15,462,021
60.7%
17,839,221
64.0%
Float
Total
25,800,252 100.0%
28,180,512 100.0%
25,465,066 100.0%
27,842,266 100.0%
1 Transparency Statement at December 31, 2007 (most recent published statement). 2 Belgian Anchorage is a company established and wholly owned by IBA management and employees. 3 Belgian Leverage is a wholly owned subsidiary of Belgian Anchorage. 4 IBA Investments is a second-tier subsidiary of IBA S.A.
Shareholders’ calendar 2008 General Shareholders’ Meeting Publication of results at June 30, 2008 Publication of results at December 31, 2008 2009 General Shareholders’ Meeting
May 14, 2008, 10:00 AM August 29, 2008 March 5, 2009 May 13, 2009, 10:00 AM
IBA Annual report 2007 | 33
34 | IBA Annual report 2007
IFRS consolidated financial statements for the year ended December 31, 2007 Introduction Ion Beam Applications S.A. (the “Company” or the “parent”), founded in 1986, and its subsidiaries (together, the “Group” or “IBA”) are committed to technological progress in the field of cancer diagnosis and therapy and deliver efficient, dependable solutions providing unequaled precision. IBA also offers innovative solutions for everyday hygiene and safety. The Company is a limited company incorporated and domiciled in Belgium. The address of its registered office is Chemin du Cyclotron, 3; B-1348 Louvain-la-Neuve, Belgium. The Company is listed on the pan-European stock exchange EURONEXT. It is a member of the NextEconomy market segment and is included in the BelMid Index.
Audit of its annual consolidated financial sta-
tements by its auditors in accordance with the auditing standards set forth by the International Federation of Accountants (“IFAC”). These consolidated financial statements were approved for release by the Board of Directors on April 8, 2008.
Consequently, IBA has agreed to follow certain rules to enhance the quality of financial information provided to the market. These include: Publication of its annual report, including its audited annual consolidated financial statements, within four months from the end of the financial year, beginning as of 2008; Publication of a half-yearly report covering the first six months of the financial year within two months from the end of the second quarter; Publication of half-yearly and annual consolidated financial statements prepared in accordance with IFRS;
IBA Annual report 2007 | 35
Consolidated balance sheet at December 31, 2007 The Group has chosen to present its balance sheet on a current/non-current basis. The notes on pages 40 to 89 are an integral part of these consolidated financial statements. Notes
December 31, 2007 (EUR ‘000)
December 31, 2006 (EUR ‘000)
Assets Goodwill
7
26,538
28,100
Other intangible assets
7
4,619
4,115
Property, plant, and equipment
8
59,792
46,414
Investments accounted for using the equity method
10
6,038
5,744
Other investments
10
2,343
2,560 24,978
Deferred tax assets
11
33,312
Other long-term receivables
12
18,641
8,789
151,283
120,700
Non-current assets
Inventories and contracts in progress
13
40,899
31,194
Trade receivables
14
44,243
37,046
Other receivables
14
27,943
10,044
Short-term financial assets
21
1,860
284
Cash and cash equivalents
15
58,210
67,600
173,155
146,168
Current assets
TOTAL ASSETS
324,438
266,868
Equity and liabilities Capital stock
16
36,215
35,747
Capital surplus
16
115,199
200,899
Treasury shares
16
-6,746
-256
Hedging and other reserves
17
8,397
4,745
Currency translation difference
17
-12,309
-3,922
Retained earnings
17
70
-101,384
140,826
135,829
Capital and reserves
Minority interests
655
500
TOTAL EQUITY
141,481
136,329
Borrowings
18
17,854
Deferred tax liabilities
11
369
225
Provisions
19
12,313
11,813
Other long-term liabilities
20
33,763
21,578
64,299
51,772
Non-current liabilities
18,156
Short-term liabilities
18
8,328
5,448
Trade payables
22
51,191
23,437
Current income tax liabilities Other payables
23
Current liabilities
1,115
441
58,024
49,441
118,658
78,767
TOTAL LIABILITIES
182,957
130,539
TOTAL equity and LIABILITIES
36 | IBA Annual report 2007
324,438
266,868
IFRS consolidated financial statements for the year ended December 31, 2007
Consolidated income statement for the year ended December 31, 2007 The Group has chosen to present its income statement using the “function of expenses” method. Notes
December 31, 2007 (EUR ‘000)
December 31, 2006 (EUR ‘000)
Sales and services
213,849
170,257
Cost of sales and services
144,004
116,912
Gross profit
69,845
53,345
Selling and marketing expenses
21,105
15,815
General and administrative expenses
19,785
17,733
Research and development expenses
17,167
10,028
24
8,714
15,510 -25,952
Other operating expenses Other operating (income)
24
-3,966
Financial expenses
25
4,353
2,621
Financial (income)
25
-3,897
-3,214
Share of (profit)/loss of companies consolidated using the equity method
10
Profit/(loss) before taxes
-278
-2,882
6,862
23,686
Tax (income)/expenses
26
-6,983
-7,827
Profit for the period from continuing operations
13,845
31,513
Profit/(loss) for the period from discontinued operations
6
1
-1,524
Profit for the year
13,846
29,989
Attributable to: Equity holders of the parent
13,930
Minority interests
-84
30,007 -18
13,846
29,989
Earnings per share from continuing and discontinued operations (EUR per share) - Basic
35
0.54
1.19
- diluted
35
0.52
1.13
Earnings per share from continuing operations (EUR per share) - Basic
35
0.54
1.25
- Diluted
35
0.52
1.19
Earnings per share from discontinued operations (EUR per share) - Basic
35
0.00
-0.06
- Diluted
35
0.00
-0.06
IBA Annual report 2007 | 37
Consolidated statement of changes in shareholders’ equity (EUR ‘000)
Attributable to equity holders of the Company
Capital stock
Capital surplus
Treasury shares
Hedging reserves
Other reserves
Currency translation difference
Retained earnings
34,883
198,887
-256
-705
1,036
905
-131,391
Balance at January 1, 2006 Cash flow hedges, net of tax
Minority interests
Total equity
518
103,877
927
Gains/(losses) on available-for-sale investments
927 658
Currency translation difference Net income/(expenses) recognized directly in equity
927
658
658
-4,827
-4,827
-4,827
-3,242
Profit/(loss) for the period Total result for the period
927
658
-4,827
30,007
-18
29,989
30,007
-18
26,747
Dividends Employee stock options Increase/reduction of capital stock/capital surplus
2,829
2,829
864
2,012
2,876
Balance at December 31, 2006
35,747
200,899
-256
222
4,523
-3,922
-101,384
500
136,329
Balance at January 1, 2007
35,747
200,899
-256
222
4,523
-3,922
-101,384
500
136,329
Cash flow hedges, net of tax
1,580
1,580
Other movements
89
Currency translation difference Net income/(expenses) recognized directly in equity
1,580
-194
-8,387
-194
-8,387
Profit/(loss) for the period Total result for the period
1,580
Purchase of treasury shares
38 | IBA Annual report 2007
89
239
-6,673
13,930
-84
13,846
14,019
155
7,173 -6,490
2,266 468
1,735
36,215
115,199
Other movements Balance at December 31, 2007
-8,387
328 -8,581
-6,490
Employee stock options Increase/reduction of capital stock/capital surplus
-194
239
2,266 2,203
-87,435
87,435 -6,746
1,802
6,595
-12,309
70
0 655
141,481
IFRS consolidated financial statements for the year ended December 31, 2007
Consolidated cash flow statement The Group has chosen to present the cash flow statement using the indirect method. Notes Cash flow from operating activities Net profit/(loss) for the period
December 31, 2007 (EUR ‘000)
December 31, 2006 (EUR ‘000)
13,930
30,007
Adjustments for: Depreciation and impairment of property, plant, and equipment 8 5,755 Amortization and impairment of intangible assets 7 1,554 Write-off on receivables 14 -1,489 Changes in fair value of financial assets (gains)/losses 6 Change in provisions 19 2,546 Taxes 26 -6,983 Share of result of associates and joint ventures accounted for using the equity method 10 -280 Other non-cash items 28 540 Net profit/(loss) before changes in working capital 15,579 Trade receivables, other receivables, and deferrals -25,218 Inventories and contracts in progress 1,177 Trade payables, other payables, and accruals 28,771 Changes in working capital 4,730 Income tax paid/received, net -1,701 Interest paid 1,747 Interest received -2,321 Net cash (used in)/generated from operations 18,034 Cash flow from investing activities Acquisitions of property, plant, and equipment -21,668 Acquisitions of intangible assets -2,104 Disposals of fixed assets 324 Acquisitions of subsidiaries, net of acquired cash 51 Acquisitions of third party and equity-accounted companies 0 Disposals of subsidiaries and equity-accounted companies, net of assigned cash 1 Other investing cash flows 28 1,050 Net cash (used in)/generated from investing activities -22,346 Cash flow from financing activities Proceeds from borrowings 9,400 Repayments of borrowings -8,173 Interest paid -1,747 Interest received 2,321 Capital increase (or proceeds from issuance of ordinary shares) 1,905 Purchase of treasury shares -6,490 Other financing cash flows 28 287 Net cash (used in)/generated from financing activities -2,497 Net cash and cash equivalents at beginning of the year 67,600 Change in net cash and cash equivalents -6,809 Exchange gains/(losses) on cash and cash equivalents -2,581 Net cash and cash equivalents at end of the year 58,210
8,866 2,597 4,425 -243 4,700 -7,827 -2,882 -25,478 14,164 -11,772 2,346 11,430 2,003 -1,092 1,893 -1,424 15,545
-12,682 -903 436 25,797 -161 156 -3,020 9,622
2,303 -8,470 -1,893 1,424 2,441 0 5,089 894 43,708 26,061 -2,169 67,600
IBA Annual report 2007 | 39
Notes to the consolidated financial statements 1. Summary of significant Group accounting policies under ifrs 1.1 Introduction
1.3 Consolidation
The significant IFRS accounting policies applied by the Group in preparing the IFRS consolidated financial statements are described below.
The parent and all of its controlled subsidiaries are included in the consolidation.
1.2 Basis of preparation IBA’s consolidated financial statements for the year ended December 31, 2007 have been drawn up in compliance with IFRS (“International Financial Reporting Standards”) and IFRIC interpretations (“International Financial Reporting Interpretations Committee”) adopted by the European Union, issued and effective or issued and early adopted at December 31, 2007. These consolidated financial statements have been prepared under the historical cost convention, as modified by the revaluation of financial instruments at fair value. These financial statements have been prepared on an accruals basis and on the assumption that the entity is a going concern and will continue in operation in the foreseeable future. The preparation of financial statements in accordance with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise judgment in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed in Note 3.
1.3.1 Subsidiaries Assets and liabilities, rights and commitments, and income and charges of the parent and its controlled subsidiaries are consolidated in full. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. It is presumed to exist when the IBA Group holds more than 50 percent of the entity’s voting rights. This presumption may be rebutted if there is clear evidence to the contrary. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls an entity. Consolidation of a subsidiary takes place from the date of acquisition, which is the date on which control of the net assets and operations of the acquiree is effectively transferred to the acquirer. From the date of acquisition, the parent (the acquirer) incorporates into the consolidated income statement the financial performance of the acquiree and recognizes in the consolidated balance sheet the acquired assets and liabilities (at fair value), including any goodwill arising on the acquisition. Subsidiaries are deconsolidated from the date on which control ceases. The following treatments are applied on consolidation: The carrying amount of the parent’s investment in
New standards, amendments, and interpretations to existing standards have been published that are mandatory for accounting periods beginning on or after January 1, 2008. The Group has not early adopted these standards and is currently assessing the impact of such standards and IFRIC interpretations.
40 | IBA Annual report 2007
each subsidiary and the parent’s portion of equity of each subsidiary are eliminated. Minority interests in the net assets of consolidated subsidiaries are identified and presented in the consolidated balance sheet separately under the equity caption “Minority interests.” The portion of the result of the fully consolidated subsidiaries attributable to shares held by entities outside the Group is presented in the consolidated
IFRS consolidated financial statements for the year ended December 31, 2007
Consolidated financial statements are prepared applying uniform accounting policies to the same kind of transactions and other events in similar circumstances.
1.3.4 Treatment of goodwill or negative goodwill Business combinations are the bringing together of separate entities or businesses into one reporting entity. A business is a set of activities and assets applied and managed together in order to provide a return or any other economic benefit to its investors. In all business combinations, one entity (the acquirer) obtains control that is not transitory of one or more other entities or businesses (the acquiree).
1.3.2 Associates An associate is an entity in which the investor has significant influence, but which is neither a subsidiary nor a joint venture (see next subsection) of the investor. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not to control those policies. It is presumed to exist when the investor holds at least 20 percent of the investee’s voting rights but not to exist when less than 20 percent is held. This presumption may be rebutted if there is clear evidence to the contrary.
All business combinations (acquisition of businesses) arising after January 1, 2004 are accounted for using the purchase method. The acquirer measures the cost of the business combination at the acquisition date (the date on which the acquirer obtains control over the net assets of the acquiree) and compares it with the fair value of the acquiree’s identifiable net assets, liabilities, and contingent liabilities. The difference between the two represents goodwill (if this difference is positive) or negative goodwill (if this difference is negative).
All associates are accounted for using the equity method. The participating interests are separately included in the consolidated balance sheet (under the caption “Investments accounted for using the equity method”) at the closing date at an amount corresponding to the proportion of the associate’s equity (as restated under IFRS), including the result for the year. Dividends received from an investee reduce the carrying amount of the investment.
For all business combinations arising before January 1, 2004, no retrospective restatement to fair value has been made.
income statement under the caption “Result attributable to minority interests”; Intra-group balances and transactions and unrealized gains and losses on transactions between Group companies are eliminated in full.
The portion of the result of associates attributable to the Group is included separately in the consolidated income statement under the caption “Share of (profit)/loss of companies consolidated using the equity method”. Unrealized profits and losses resulting from transactions between an investor (or its consolidated subsidiaries) and associates are eliminated to the extent of the investor’s interest in the associate.
Similar rules have been applied to investments accounted for under the equity method, except that any goodwill arising on such investment is included in the carrying amount of the investment. Negative goodwill arising on such investments is included in the determination of the entity’s share of the investee’s profit or losses in the period in which the investment is acquired. Goodwill is not amortized under IFRS but instead is tested for impairment annually (or more frequently if circumstances so require). Negative goodwill is recognized as profit under IFRS.
1.3.3 Jointly controlled entities Similarly as for associates, the equity method is used for entities over which the Group exercises joint control (i.e. joint ventures). IBA Annual report 2007 | 41
1.3.5 Acquisition of minority interests The excess of the acquisition cost of minority interests over the balance for these minority interests on the balance sheet is deducted from equity (“economic unit model�).
1.3.6 Translation of financial statements of foreign operations All monetary and non-monetary assets (including goodwill) as well as liabilities are translated at the closing rate. Income and expenses are translated at the rate of the date of the transaction (historical exchange rate) or at an average rate for the month. The principal exchange rates used are as follows:
Closing rate at December 31, 2007
Average annual rate 2007
Closing rate at December 31, 2006
Average annual rate 2006
USD
1.4719
1.3701
1.3137
1.2558
SEK
9.4156
9.2523
9.0401
9.2588
GBP
0.7369
0.6846
0.6705
0.6821
CNY
10.7358
10.4317
10.2519
10.0221
INR
58.0314
56.6065
58.1745
56.9409
JPY
158.1280
161.2972
156.0710
146.0660
42 | IBA Annual report 2007
IFRS consolidated financial statements for the year ended December 31, 2007
1.4 Intangible fixed assets Recognition as an intangible fixed asset is required when (1) this asset is identifiable, i.e. separable (it can be sold, transferred, or licensed) or arises from contractual or other legal rights; (2) it is probable that future economic benefits attributable to the asset will flow to IBA; (3) IBA can control the resource, and (4) the cost of the asset can be measured reliably. Intangible assets are carried at acquisition cost less any accumulated amortization and any accumulated impairment loss. Cost includes the fair value of the consideration given to acquire the asset and any costs directly attributable to the transaction, such as relevant professional fees or non-refundable taxes. Indirect costs as well as general overheads are not included. Expenditure previously recognized as expense is not included in the cost of the asset. Costs arising from the research phase of an internal project are expensed as incurred. Costs arising from the development phase of an internal
project (product development project or IT project) are recognized as an asset when IBA can demonstrate the following: technical feasibility, intention to complete development, how the intangible asset will generate probable future economic benefits (e.g. the existence of a market for the output of the intangible asset or for the intangible asset itself), availability of resources to complete development, and ability to measure the attributable expenditure reliably. Maintenance costs, as well as costs for minor upgrades intended to maintain (rather than increase) the level of performance of the asset, are expensed as incurred. The above recognition criteria are fairly stringent and are applied prudently. No borrowing cost is included in the acquisition cost of intangible fixed assets. The cost of the intangible assets is allocated on a systematic basis over the useful life of the asset using the straightline method. The applicable useful lives are as follows:
Intangible assets Useful life Product development costs 3 years, except if a longer useful life is justified. (however not exceeding 5 years). IT development costs for the primary software (e.g. ERP). 5 years Other software 3 years Concessions, patents, licenses, know-how, trademarks, 3 years, except if a longer useful life is justified. and other similar rights Goodwill Not amortized but tested for impairment at least annually
Amortization commences only when the asset is available for use, in order to achieve proper matching of costs and revenue.
IBA Annual report 2007 | 43
1.5 Tangible fixed assets (property, plant, and equipment) Tangible fixed assets are carried at acquisition cost less any accumulated depreciation and any accumulated impairment loss. Cost includes the fair value of the consideration given to acquire the asset (net of discounts and rebates) and any directly attributable cost of bringing the asset to working condition for its intended use (inclusive of import duties and taxes). Directly attributable costs are the cost of site preparation, delivery, installation costs, relevant professional fees, and the estimated cost of dismantling and removing the asset and restoring the site (to the extent that such a cost is recognized as a provision).
No borrowing cost is included in the acquisition cost of the tangible fixed assets. Each part of an item of property, plant, and equipment with a cost that is significant in relation to the total cost of the item is separately depreciated over its useful life using the straightline method. The depreciable amount is the acquisition cost, except for vehicles. For vehicles, it is the acquisition cost less the residual value of the asset at the end of its useful life. Maintenance or repair costs whose objective is to maintain rather than increase the level of performance of the asset are expensed as incurred. The applicable useful lives are as follows:
Tangible fixed assets Useful life Land Not depreciated Office buildings 33 years Industrial buildings 33 years Cyclotrons and vaults 15 years except in specific rare circumstances where a different useful life is justified Laboratory equipment 5 years Other technical equipment 5 to 10 years Hardware 3 to 5 years (5 years for mainframes) Furniture and fittings 5 to 10 years Vehicles 2 to 5 years
1.5.1 Lease transactions involving IBA as a lessee A finance lease, which transfers substantially all the risks and rewards incident to ownership, is recognized as an asset and a liability at amounts equal to the fair value of the leased assets or, if lower, the present value of the minimum lease payments (= sum of capital and interest portions included in the lease payments). Lease payments are apportioned between the finance charge and the reduction of the outstanding liability. The depreciation policy for leased assets is consistent with that for similar assets owned.
44 | IBA Annual report 2007
1.5.2 Investment properties Investment properties are carried at acquisition cost less any accumulated depreciation and any impairment loss.
IFRS consolidated financial statements for the year ended December 31, 2007
1.6 Impairment of intangible and tangible fixed assets An impairment loss is recognized when the carrying amount of an asset exceeds its recoverable amount, which is the higher of the following two amounts: fair value less costs to sell (the money that IBA can recover through sale) or value in use (the money that IBA can recover if it continues to use the asset). When possible, impairment tests have been performed on individual assets. When, however, it is determined that assets do not generate independent cash flows, the test is performed at the level of the cash-generating unit (CGU) to which the asset belongs (CGU = the smallest identifiable group of assets generating inflows that are largely independent from the cash flows from other CGUs). Goodwill arising on a business combination is allocated among the Group’s CGUs that are expected to benefit from synergies as a result of the business combination. This allocation is based on management’s assessment of the synergies gained and is not dependent on the location of the acquired assets. Since it is not amortized, goodwill is tested for impairment annually, along with the related CGU (or more frequently depending on circumstances), even if no indication of impairment exists. Other intangible and tangible fixed assets/CGUs are tested only if there is an indication that the asset is impaired. Any impairment loss is first charged against goodwill. Any impairment loss exceeding the book value of goodwill is then charged against the other CGUs’ fixed assets only if the recoverable amount is below their net book value. Reversals of impairment losses (other than on goodwill) are recorded if justified.
1.7 Inventories Inventories are measured at the lower of cost and net realizable value at the balance sheet date. The cost of inventories comprises all costs incurred in bringing inventories to their present location and condition, including indirect production costs but excluding borrowing costs. Administrative overheads that do not contribute to bringing inventories to their present location and condition, selling costs, storage costs, and abnormal amounts of wasted materials are not included in the cost of inventories. The standard cost method is used. When the standard cost of an item of inventory at period-end does not approximate its actual cost, it is adjusted to its actual cost. The allocation of fixed production overheads to the production cost of inventories is based on the normal capacity of the production facilities. The cost of inventories that are ordinarily interchangeable is allocated using the weighted average cost formula. The same cost formula is used for all inventories that have a similar nature and use to the entity. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale (e.g. sales commissions). IBA books a write-down when the net realizable value at the balance sheet date is lower than the cost. IBA applies the following policy for write-down on slow-moving items: If no movement after 1 year: write-off over 3 years; If movement occurs after the write-off: reversal of
the previous write-off.
IBA Annual report 2007 | 45
1.8 Revenue recognition (excluding contracts in progress, which are covered in the following section) Revenue arising from the sale of goods is recognized when an entity transfers the significant risks and rewards of ownership and recovery of the related receivables is reasonably assured.
1.9 Contracts in progress Contract costs comprise: Direct and indirect production costs (same as for
inventories, see above); Such other costs as are specifically chargeable to
the customer under the terms of the contract; Costs incurred in securing the contract if they can
The transaction is not a sale and revenue is not recognized where (1) IBA retains an obligation for unsatisfactory performance not covered by normal warranty provisions; (2) the receipt of revenue from a particular sale is contingent on the derivation of revenue by the buyer from its sale of the goods; (3) the buyer has the power to rescind the purchase for a reason specified in the sales contract; and (4) IBA is uncertain about the probability of return. Revenue is normally recognized when the buyer accepts delivery, and installation and inspection are complete. However, revenue is recognized immediately upon the buyer’s acceptance of delivery when installation is simple in nature. Revenue from the rendering of services is recognized by reference to the stage of completion of the transaction at the balance sheet date, using rules similar to those for construction contracts (see next section): in other words, revenue is recognized as the related costs are incurred. Unless it is clear that costs are straightline, revenue are spread evenly over the period of the services. The recognition criteria are applied to the separately identifiable components of a single transaction when it is necessary to reflect the substance of the transaction. Interest income is recognized using the effective yield method. Royalties are recognized on an accrual basis in accordance with the substance of the relevant agreement. Dividends relating to year N are recognized when the shareholder’s right to receive payment is established (i.e. in year N+1).
46 | IBA Annual report 2007
be separately identified and measured reliably and if it is probable that the contract will be obtained. When the outcome of a construction contract (i.e. estimation of the final margin) can be estimated reliably, contracts in progress are measured at production cost, increased according to the stage of completion of the contract, by the difference between the contract price and production cost (“percentage of completion” method). The stage of completion is determined by comparing actual costs incurred to date with estimated costs to completion (costs that do not reflect work performed, such as commissions and royalties, are excluded for this calculation). The percentage of completion is applied on a cumulative basis. When the outcome of the contract cannot be estimated reliably, revenue is recognized only to the extent of costs incurred that it is probable will be recovered; contract costs are recognized as an expense as incurred. When it is probable that total contract costs will exceed total contract revenue, the expected losses are recognized as an expense in the income statement. The Group presents as an asset the net amount due from customers on contract work for all contracts in progress for which costs incurred plus recognized profits (less recognized losses) exceeds progress billings. Progress billings not yet paid by customers and retentions are included under trade receivables. The IBA Group presents as a liability the net amount due to customers on contract work for all contracts in progress for which progress billings exceed costs incurred plus recognized profits (less recognized losses).
IFRS consolidated financial statements for the year ended December 31, 2007
When financial guarantees must be given to third parties in connection with a contract and these guarantees involve a financial risk for IBA, a financial liability is recognized.
pairment as a result of a past event that occurred subsequent to the initial recognition of the asset. Expected losses as a result of future events are not recognized, no matter how likely.
1.10 Receivables
1.12 Cash and cash equivalents
Receivables are recognized initially at fair value and subsequently measured at amortized cost, i.e. at the net present value of the receivable amount. Unless the impact of discounting is material, the nominal value is taken. Receivables are written down when receipt of all or part is uncertain or doubtful.
Cash balances are recorded at their nominal value. Cash equivalents are short-term, highly liquid investments with a maturity date not exceeding three months from acquisition date. Cash and cash equivalents include bank overdrafts.
1.13 Capital stock In general, IBA applies the following rule to writedown bad or doubtful debts: 25% after 90 days overdue;
Ordinary shares are classified under the caption “Capital stock.� Treasury shares are deducted from equity. Movements on treasury shares do not affect the income statement.
50% after 180 days overdue; 75% after 270 days overdue; 100% after 360 days overdue.
However, the recoverability of receivables is assessed on a case-by-case basis, and exceptions to the above general rule are made when justified.
1.11 Financial assets The Group classifies its financial assets in the following categories: loans and receivables and available-for-sale financial assets. Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not listed on an active market and are not held for trading.
1.14 Deferred charges and accrued Income Deferred charges are the prorated amount of charges incurred in the current or prior financial periods but which are related to one or more subsequent periods. Accrued income are the prorated amount of income earned in the current or prior periods which will be received only in subsequent periods.
1.15 Capital grants Capital grants are recorded as deferred income. Grants are recognized as income at the same rate as the rate of depreciation of the related fixed assets.
1.16 Provisions A provision is recognized only when:
Term deposits are classified as loans and receivables under IAS 39. Investments in interest bearing securities, as well as investments in shares (other than shares in subsidiaries, joint ventures, and associates) are accounted for as available-for-sale financial assets. They are recorded at fair value with gains and losses reported in equity, until they are impaired or sold, at which time the gains or losses accumulated in equity are released into the income statement. When there are indicators of impairment, all financial assets are subject to an impairment test. The indicators should provide objective evidence of im-
IBA has a present obligation to transfer economic
benefits as a result of past events; It is probable (more likely than not) that such a transfer will be required to settle the obligation; A reliable estimate of the amount of the obligation can be made. When the impact is likely to be material (for longterm provisions), the amount recognized as a provision is estimated on a net present value basis (discount factor). The increase in provision due to the passage of time is recognized as an interest expense. IBA Annual report 2007 | 47
A present obligation arises from an obligating event and may take the form of either a legal obligation or a constructive obligation (a constructive obligation exists when IBA has an established pattern of past practice that indicates to other parties that it will accept certain responsibilities and as a result has created a valid expectation on the part of those other parties that it will discharge those responsibilities). An obligating event leaves IBA no realistic alternative to settling the obligation, independently of its future actions. Provisions for decommissioning and site restoration costs are recorded as appropriate in application of the above. If IBA has an onerous contract (that is, if the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it), the present obligation under the contract is recognized as a provision. A provision for restructuring is recorded only if IBA can demonstrate that the Company is under an obligation to restructure at the balance sheet date. Such obligation must be demonstrated by (a) preparing a detailed formal plan identifying the main features of the restructuring; and (b) raising a valid expectation to those affected that it will carry out the restructuring by starting to implement the plan or by announcing its main features to those affected.
1.17 Pensions and other employee benefits 1.17.1 Pensions Premiums paid in relation to a defined contribution plan are expensed as incurred. Defined contribution plans are post-employment benefit plans under which IBA pays fixed contributions into a separate entity (a fund) and will have no legal or constructive obligation to pay further contributions if the fund does not hold sufficient assets to pay all employee benefits relating to employee service in the current and prior periods. IBA did not have any defined benefit plans at December 31, 2007 neither December 31, 2006.
48 | IBA Annual report 2007
1.17.2 Stock options plans (share-based payments) Share-based payments are transactions to be settled by shares, stock options, or other equity instruments (granted to employees or other parties), or in cash or other assets (cash-settled transactions) when the amount payable is based on the price of the entity’s shares. All transactions involving share-based payments are recognized as assets or expenses, as appropriate. Equity-settled share-based payment transactions are measured at the fair value of the goods or services received at the date on which the entity recognizes the goods and services. If the fair value of goods or services cannot be estimated reliably (as in the case of employee services), the entity should use the fair value of the equity instruments granted. Equity-settled share-based payments are not re-measured. Cash-settled share-based payments are measured at the fair value of the liability. IBA does not have plans of this type. 1.18 Deferred taxes The comprehensive method and the liability method are used. Deferred taxes are recorded on the temporary differences arising between the carrying amount of the balance sheet items and their tax base, using the rate of tax expected to apply when the asset is recovered or the liability is settled. There are three exceptions to the general principle that deferred taxes are recognized on all temporary differences. Deferred taxes are not recognized for: Goodwill that is not amortized for tax purposes; Initial recognition of an asset or liability in a tran-
saction that is not a business combination and that affects neither accounting profit nor taxable profit; Investments in subsidiaries, branches, associates, and joint ventures – deferred taxes may be recognized only when IBA has control over the distribution and it is likely that dividends will be distributed in the foreseeable future.
IFRS consolidated financial statements for the year ended December 31, 2007
A deferred tax asset is recognized for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilized. The same principles apply to recognition of deferred tax assets for unused tax losses carried forward. This assessment is subject to the principle of prudence. Deferred taxes are calculated for each fiscal entity in the Group. IBA is able to offset deferred tax assets and liabilities only if the deferred balances relate to income taxes levied by the same taxation authority.
1.19 Payables after and within one year Payables after and within one year are measured at amortized cost, i.e. at the net present value of the payable amount. Unless the impact of discounting is material, the nominal value is taken.
1.20 Accrued charges and deferred income Accrued charges are the prorated amount of expenses which will be paid in a subsequent financial period but relate to a prior period. Deferred income are the prorated amount of income received in the current or prior periods but relate to a subsequent period.
(2) the loan is made between the reporting entity and a foreign operation.
1.22 Derivatives and hedging activities Derivative instruments are accounted for at fair value as from the date the contracts are entered into. Changes in the fair value of derivative instruments are accounted for in the income statement unless they qualify as cash flow hedges under IAS 39. The Group designates certain derivative transactions as hedges of the variability of the fair value of recognized assets or liabilities (fair value hedges); as unrecognized firm commitments; or as hedges of the cash flow variability arising from a specific risk associated with a recognized asset or liability or with a highly probable forecast transaction (cash flow hedges) or from net investments in foreign operations. The Group documents at the inception of the transaction the relationship between the hedging instruments and the hedged item, as well as its risk management objective and strategy for undertaking various hedge transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items.
1.21 Foreign currency transactions Foreign currency transactions are converted into the functional currency of the Group entity party to the transaction using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the conversion at the period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the income statement. Exchange differences arising from the consolidation of currency items that constitute part of the reporting entity’s net investment in a foreign entity (i.e. when settlement is neither planned nor likely to occur in the foreseeable future) are recorded in equity if the following two conditions are met: (1) the loan is made in either the functional currency of the reporting entity or the foreign operation and
a) Fair value hedges Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the income statement, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. b) Cash flow hedges The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in equity. The gain or loss relating to the ineffective portion of the hedge is recognized immediately in the income statement. Amounts accumulated in equity are released in the income statement in the periods when the hedged item affects profit or loss (e.g. when the forecast sale that is hedged takes place). IBA Annual report 2007 | 49
When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognized when the forecast transaction is ultimately recognized in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income statement. c) Derivatives that do not qualify for hedge accounting Certain derivative instruments do not qualify for hedge accounting. Such derivatives are recognized at fair value on the balance sheet, with changes in fair value recognized in the income statement. These instruments are designated as economic hedges to the extent that they are not used to speculate on positions.
1.23 Segment information A business segment is a distinguishable component engaged in providing products or services subject to risks and returns that are different from those of other business segments. A geographical segment is engaged in providing products or services within a specific economic environment subject to risks and returns that are different from those of segments operating in other economic environments.
50 | IBA Annual report 2007
IFRS consolidated financial statements for the year ended December 31, 2007
2. Description of financial risk management policies 2.1 Financial risk factors The Group’s activities expose it to a variety of financial risks: mainly market risk (including currency risk), credit risk, liquidity risk and interest rate risk. The Group’s overall financial risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group’s financial performance. The Group uses derivative financial instruments to hedge certain risk exposures. Financial risk management is carried out by a central treasury department (Group Treasury) under policies approved by the Audit Committee of the Board of Directors. These policies provide written principles for overall financial risk management, as well as written policies covering specific areas, such as foreign exchange risk, use of derivative financial instruments and non-derivative financial instruments, and investing excess liquidity. Group Treasury identifies, evaluates and hedges financial risks in close co-operation with the Group’s operating units. 2.1.1 Market risk a) Foreign exchange risk The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the US Dollar and Swedish Krona. Foreign exchange risk arises from future and committed commercial transactions, recognized financial assets and liabilities and net investments in foreign operations. To manage foreign exchange risk arising from future and committed commercial transactions, recognized assets and liabilities denominated in a currency different from the entity’s functional currency, entities in the Group use foreign exchange contracts, transacted with Group Treasury. Group Treasury is responsible for hedging the net position in each foreign currency by using foreign exchange contracts entered into with banks when possible and appropriate. For segment reporting purposes, each subsidiary designates contracts with Group Treasury as fair value hedges, fair value hedge through Profit and
loss or cash flow hedges, as appropriate. External foreign exchange contracts are designated at Group level as hedges of foreign exchange risk on specific assets, liabilities or committed or future transactions on a gross basis. The Group’s general hedging policy is to hedge any confirmed sales contracts denominated in a foreign currency as well as expected net operational cash flows when they can be reasonably predicted. Appropriate documentation is prepared in accordance with IAS 39. The CFO approves and the CEO is informed of significant hedging transactions, with reporting to the audit committee twice a year. Inter-company loans denominated in foreign currencies are entered into to finance certain subsidiaries and expose the Group to fluctuations in exchange rate. The Group has certain investments in foreign operations, whose net assets are exposed to foreign currency translation risk. Currency exposure arising from the net assets of the Group’s foreign operations is managed primarily through borrowings denominated in the relevant foreign currencies. Currency transactional risk: The Group has some transactional currency exposure that arises from the sales or purchases by an operating unit in currencies other than the unit’s functional currency. The transactional foreign currency risk mainly arises from open positions in the Belgian entities against the US dollar. Approximately 15% of the Group’s sales are denominated in currencies other than the functional currency of the operating unit making the sale, whilst almost 96% of costs are denominated in the unit’s functional currency. Whereas the Group considers that there are no natural hedging opportunities, forward exchange contracts and foreign currency options (vanilla and exotics) are used to eliminate the currency exposure. IBA Annual report 2007 | 51
b) Other market risks The Group is exposed to securities risk because of commercial paper and shares of investments funds held by the Group in the context of its excess cash management. Risk is mitigated by a conservative selection of commercial paper, rating of the instruments and limitation of the investment’s maturities.
financial assets of the Group by valuation method. The carrying amount of these financial assets represents the maximum credit exposure of the Group. The fair value of a financial instrument is the price at which a party would accept the rights and/or obligations of this financial instrument from another independent party.
2.1.2 Credit risk The Group has no significant exposure to credit risk. The Company policy for large contracts is to get appropriate letters of credit issued prior to delivery of the equipment. The Company has also a general agreement with the Belgian national export credit insurance institution (OND) that foresees systematic coverage of all large equipment transactions.
2.1.3 Liquidity risk Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of outstanding credit facilities. Due to the dynamic nature of the underlying businesses, Group Treasury aims to maintain flexibility in funding by keeping credit lines available.
The table disclosed in section 21.2 presents the
The table below summarises the maturity profile of the Group’s financial liabilities.
31 december 2006 On demand Less than (EUR ‘000) 1 year Financial liabilities Bank borrowings 0 595 Financial leasings 0 5,758 Other interest bearing liabilities 0 0 Trade payables 6,760 16,322 Other ST & LT payables 4,681 23,183
31 december 2007 On demand Less than (EUR ‘000) 1 year Financial liabilities Bank borrowings 0 2,830 Financial leasings 0 3,559 Other interest bearing liabilities 0 517 Trade payables 13,500 37,576 Other ST & LT payables 5,974 27,902
52 | IBA Annual report 2007
1-2 year
2-5 years
Above 5 years
Total
1,744 3,943 4,567 355 10,914
2,896 2,958 0 0 9,452
1,143 0 0 0 17,136
6,378 12,659 4,567 23,437 65,365
1-2 year
2-5 years
Above 5 years
Total
2,537 2,610 4,079 117 13,629
5,492 2,061 0 0 6,612
94 944 0 0 30,597
10,953 9,174 4,596 51,193 84,714
IFRS consolidated financial statements for the year ended December 31, 2007
2.1.4 Interest rate risk The Group exposure to the risk of changes in market interest rates relates primarily to the Group’s long term debt obligations with floating interest rates. The Group entered into interest rate swaps in order to limit the impacts of the fluctuation of the interest rates on the financial results of the Group. IBA doesn’t apply the hedge accounting, the coverages are therefore revaluated through the PL.
Through its activity of distribution of radioisotopes, the Group has a limited exposure to the fluctuation of the price of the gasoline. To manage this risk the Group enters into forward oil price agreements. As per IAS 39, the coverage currently in place doesn’t quality for the cash flow hedge or fair value hedges and therefore is revaluated through the PL.
2.2 Financial assets and liabilities, additional information
IBA analyzed the impact of the fluctuation of the interest rates by 1% on its consolidated income statements, the effect would have been insignificant.
Financial assets and liabilities of the Group are valuated as follow:
2.1.5 Commodity risk 12.31.2006 (EUR ‘000)
Categories as Carrying per IAS 39 amount
Financial assets Trade receivables Loans and receivables Other LT & ST Loans and receivables receivables Investment third Available for parties sale Cash and cash Loans and equivalents receivables Derivatives with Cash Flow an hedging rela- hedge tionship Derivatives wiFVPL - held for thout an hedging trading relationship Financial liabilities Bank borrowings FLAC Financial leasings FLAC Other interest FLAC bearing liabilities Trade payables FLAC Other LT & ST FLAC payables
Amortized cost
Cost
Fair value Fair value Fair value Financial Recognized recognized recognized recognized income/ in BS as in equity in profit in profit (expenses) per IAS 19 and loss and loss 2006- (im- 2006- other pairments)/ gain/ reversal (losses)
Fair value
37,046
41,405
0
0
-225
0
0
0
37,046
17,396
17,396
0
0
0
-3,000
0
0
17,396
2,560
0
1,855
705
0
0
0
0
2,560
67,600
67,600
0
0
0
0
1,637
0
67,600
284
0
0
927
0
-276
0
0
284
1,438
0
0
0
0
1,779
0
0
1,438
6,378 12,659 4,567
6,378 0 0
0 0 4,567
0 0 0
0 0 0
0 0 0
-244 -1,498 -170
0 12,659 0
6,378 12,659 4,567
23,437 65,366
0 0
23,437 65,366
0 0
0 0
0 0
0 0
0 0
23,437 65,366
FLAC: Financial liabilities measured at amortized costs FVPL: Fair Value through PL
IBA Annual report 2007 | 53
12.31.2007 (EUR ‘000)
Categories as Carrying per IAS 39 amount
Financial assets Trade receivables Loans and receivables Other LT & ST Loans and receivables receivables Investment third Available for parties sale Cash and cash Loans and equivalents receivables Derivatives with Cash Flow an hedging rela- hedge tionship Derivatives wiFVPL - held for thout an hedging trading relationship Financial liabilities Bank borrowings FLAC Financial leasings FLAC Other interest FLAC bearing liabilities Trade payables FLAC Other LT & ST FLAC payables
Amortized cost
Cost
Fair value Fair value Fair value Financial Recognized recognized recognized recognized income/ in BS as in equity in profit in profit (expenses) per IAS 19 and loss and loss 2007- (im- 2007- other pairments)/ gain/ reversal (losses)
Fair value
44,243
46,871
0
0
1,731
0
0
0
44,243
44,931
44,931
0
0
0
0
0
0
44,931
2,343
0
1,855
-202
0
0
0
0
2,343
58,210
58,210
0
0
0
0
2,321
0
58,210
1,860
0
0
1,579
0
171
0
0
1,860
1,462
0
0
0
0
451
0
0
1,462
2,799 9,174 4,596
2,799 0 0
0 0 4,596
0 0 0
0 0 0
0 0 0
-670 -912 -165
0 9,174 0
2,799 9,174 4,596
51,193 84,715
0 0
51,193 84,715
0 0
0 0
0 0
0 0
0 0
51,193 84,715
FLAC: Financial liabilities measured at amortized costs FVPL: Fair Value through PL
“Derivatives with an hedging relationship” includes the fair value of the currency forward exchange contracts. “Derivatives without any hedging relationship” include principally the fair value of an option to increase the percentage of ownership in an associate (EUR 1.4 million). The Group may acquire and sell, in the course of its operations and dependent of the evolution of its business strategy, some minority participation in third party companies (without any noticeable influence on those companies). Those investments are considered as “Available for sales”.
54 | IBA Annual report 2007
At 31 December 2007, Other LT Receivable and Other LT payable include down-payments of EUR 15.5 million (EUR 3.1 million at 31 December 2006) received on protontherapy contracts and for which the corresponding receivable amounts do not qualify for derecognition under IAS 39.
IFRS consolidated financial statements for the year ended December 31, 2007
2.3 Hedging activities The following table provides an overview of the derivative financial instruments outstanding at year-end by maturity bucket. The amounts included in this table are the notional amounts. ($ ‘000)
December 31, 2007 One year or less
Between 1 and 2 years
December 31, 2006 Over 2 years
One years or less
Between 1 and 2 years
Over 2 years
Foreign currency Forward exchange contracts Foreign currency options Interest rate hedges Interest rate swaps
$30,875 $15,931
$42,689 $0
$4,007 $0
$5,412 $6,000
$0 $0
$0 $0
$1,935
$7,935
$399
$1,935
$1,935
$8,741
Other Oil futures
58,000 gallons
696,000 gallons
currency contracts designated as hedges of expected future down payments from customers.
The fair value of the derivatives used by the Group is determined by commonly used valuation techniques. These are based on market inputs from reliable financial information providers.
The cash flow hedges were assessed to be highly effective and a net unrealized gain of EUR 1,8 million is included into the equity. In 2006, an unrealized gain amounted to EUR 0,2 million was included into the equity.
The fair values are based on the trade dates of the underlying transactions. 2.3.1 Cash flow hedge At 31 December 2006, the Group held 14 forward currency contracts designated as hedges of expected future down payments from customers. At 31 December 2007 the Group held 16 forward
The amount included into the equity at 31 December 2006 and transferred to the income statement in 2007 amounts to EUR 0,2 Million.
Forward exchange contracts (EUR ‘000)
Timing of realization of hedged items Equity
Within the year
1-2 years
Above 2 years
222
189
17
16
1.801
881
920
At December 31, 2006 Coverage of cash flows expressed in USD At December 31, 2007 Coverage of cash flows expressed in USD
2.3.2. Fair value through income statement Held for trading At 31 December 2007, the Group held 2 interest rates swap agreements with a notional amount of respectively USD 6 Million and USD 4,2 Million. The first one receives a variable rate of interest of 3.43% and pays a rate equal to 2.2% The second one receives a variable rate of interest
of 4.82% and pays a fixed rate equal to 3.45 %. Through its radioisotope distribution business, the Group has limited exposure to fluctuations in gasoline prices. Nevertheless, the Group decided to enter into a futures contract involving a notional 58,000 gallons at December 31, 2007.
IBA Annual report 2007 | 55
At 31 December 2007, the Group held as well currency options as hedged of expected future usd cash inflows for a total notional of USD 8,4 Million. As they don’t qualify for hedge accounting, the here above instruments are designated as fair value hedges through PL as far as it still covers an economical risk of the Group. The gain generated on those hedging instruments amounted respectively to EUR 0,5 Million in 2007 and EUR 0,3 million in 2006.
2.4 Capital management The Group is continuously optimizing its capital structure targeting to maximize shareholder value while keeping the desired financial flexibility to execute the strategic projects. In 2007, the Group executed a share buy-back program amounting to EUR 6.5 million. Moreover the Board of Directors has decided to ask the shareholders to approve payment of a dividend of EUR 0.17 per share at the Ordinary General Meeting of May 14, 2008.
56 | IBA Annual report 2007
IFRS consolidated financial statements for the year ended December 31, 2007
3. Critical accounting estimates and judgments The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
(a) Income taxes The Group had accumulated net operating losses useable to offset future taxable profits, essentially in Belgium, Sweden, and the United-States, amounting to EUR 126 million at December 31, 2007. The Company has recognized deferred tax assets amounting to EUR 33 million. The valuation of these assets depends on a number of judgmental assumptions regarding the future probable taxable profits of different Group subsidiaries in different jurisdictions. These estimates are established prudently on the basis of the most recent information available to the Company. If circumstances change and the final tax outcome is different from that amounts initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made. In order to mitigate this risk and given the rapid evolution of the technological environment in which the Group operates, estimated taxable profits beyond a horizon of four years are not considered.
In this context, provision has been made for unavoidable costs in connection with decommissioning the sites where radioisotopes are produced. These provisions are measured at the net present value of the best estimate of the necessary costs. In the U.S., approximately EUR 1.2 million has been classified as restricted cash in order to meet these legal obligations in certain specific States (Illinois and California). At December 31, 2007, provisions for decommissioning costs amounted to EUR 2.8 million.
(c) Revenue recognition Contracts in progress are valued at their cost of production, increased by income accrued as determined by the stage of completion of the contract activity at the balance sheet date, to the extent that it is probable that the economic benefits associated with the contract will flow to the Group. This probability is based on judgment. If certain judgmental criteria differ from those used for previously recognized revenues, the Group’s income statement is affected. When appropriate, the Company revises its estimated margin at completion to take into account the assessment of any residual risk arising from this contract over several years. When the final outcome of these uncertainties differs from initial estimations, the Group’s income statement is affected.
(b) Provision for decommissioning costs The production of FDG (radioisotope business segment) generates radiation and results in the contamination of production site facilities. This situation may require the Group to pay restoration costs to comply with regulations in these various jurisdictions, as well as with any legal or constructive obligations. Analysis and estimates are performed by the Group, together with its legal advisers, in order to determine the probability, timing, and amount involved with probable required outflow of resources. IBA Annual report 2007 | 57
4. Segment information On the basis of its internal financial reports to the Board of Directors and given the Group’s primary source of risk and profitability, IBA has identified two reporting segments. Business segments are used for its primary segment reporting format; Geographical segments are used for its secondary segment reporting format.
4.1 Business segments At December 31, 2007, the Group had two primary business segments for reporting purposes: (1) Technology and Equipment and (2) Radioisotopes.
fabrication, and services associated with medical and industrial particle accelerators, proton therapy systems, and a wide range of dosimetry products and radiation therapy solutions. Radioisotopes Production and Distribution. This segment encompasses the businesses involved in the production and distribution of FDG (18F fluorodeoxyglucose, a radiopharmaceutical used in medical imaging). Development of advanced brachytherapy products, previously presented under the radioisotopes segment, was discontinued in 2006.
Technology and Equipment. This segment consti-
tutes the technological basis of the Company’s many businesses and encompasses development,
The table below provides details of the income statement for each segment. Any inter-segment sales are contracted at arms length.
Year ended December 31, 2007 (EUR ‘000) Sales and services Inter-segment sales External sales Segment result Unallocated expenses Financial result Share of (profit)/loss of companies consolidated using the equity method Result before tax Tax income Loss for the period from discontinued operations Result for the period Segment assets Equity-accounted investments allocated to a segment Unallocated assets TOTAL ASSETS Segment liabilities Unallocated liabilities TOTAL LIABILITIES OTHER SEGMENT INFORMATION Capital expenditure (incl. fixed assets in companies acquired in 2007) Depreciation and write-downs on tangible fixed assets Amortization on intangible fixed assets Non-cash expenses/(income) Headcount at year-end
58 | IBA Annual report 2007
Equipment
Radioisotopes
Group
136,581 0 136,581
78,265 -997 77,268
214,846 -997 213,849
11,091
-578
10,513 -3,472 -456 -278 6,863 6,983 0 13,846
-278
160,721 13
124,084 6,025
160,734
130,109
130,909
51,986
130,909
51,986
4,993 1,334 718 -2,593 724
21,678 4,421 836 3,298 655
284,805 6,038 33,595 324,438 182,895 62 182,957
IFRS consolidated financial statements for the year ended December 31, 2007
Year ended December 31, 2006 (EUR ‘000) Sales and services Inter-segment sales External sales Segment result Unallocated expenses Financial result Share of (profit)/loss of companies consolidated using the equity method Result before tax Tax income Loss for the period from discontinued operations Result FOR THE PERIOD Segment assets Equity-accounted investments allocated to a segment Unallocated assets TOTAL ASSETS Segment liabilities Unallocated liabilities TOTAL LIABILITIES OTHER SEGMENT INFORMATION Capital expenditure (incl. fixed assets in companies acquired in 2006) Depreciation and write-downs on tangible fixed assets Amortization on intangible fixed assets Non-cash expenses/(income) Headcount at year-end
Equipment
Radioisotopes
Group
106,512 -2,342 104,170
66,087 0 66,087
172,599 -2,342 170,257
6,216
23,884
-106
-2,776
30,100 -9,889 593 -2,882 23,686 7,827 -1,524 29,989
117,893 24
114,745 5,720
117,917
120,465
84,441
45,602
84,441
45,602
1,054 1,165 621 6,730 513
25,814 7,701 1,976 6,024 542
232,638 5,744 28,486 266,868 130,043 496 130,539
4.2 Geographical segments The Group’s business segments operate in two main geographical areas, the United-States and the rest of the world (R.O.W.). These geographical segments have been determined on the basis of economic and political context, the degree of proximity of the business activities, and the specific risks associated with the business activities in a given geographical area. The sales figures presented below are based on customer location, whereas segment balance sheet items are based on asset location.
Year ended December 31, 2007 (EUR ‘000) Sales Segment assets Investments accounted for using the equity method Unallocated assets TOTAL ASSETS Capital expenditure (incl. fixed assets from acquisitions in 2007)
U.S.A.
R.O.W.
Group
117,905
95,945
213,849
81,502 970
206,049 5,067
287,551 6,038 30,850 324,438
4,595
22,076
IBA Annual report 2007 | 59
Year ended December 31, 2006 (EUR ‘000)
U.S.A.
R.O.W.
Group
SALES
82,705
87,552
170,257
Segment assets Investments accounted for using the equity method Unallocated assets TOTAL ASSETS
81,033 883
155,113 4,861
236,146 5,744 24,978 266,868
5,621
21,247
Capital expenditure (incl. fixed assets from acquisitions in 2006)
5. List of subsidiaries and equity-accounted investments At December 31, 2007, the IBA Group consisted of IBA S.A. and a total of 31 companies and associated companies in 11 countries. Of these, 26 are fully consolidated and 5 are accounted for using the equity method. The Group has elected not to use the proportional method for any of the joint companies.
5.1 List of subsidiaries Name
IBA RadioIsotopes S.A. (BE 0466 749 548) IBA Molecular Holding (BE 0880 070 706) IBA Phama S.A. (BE 0860 215 596) IBA Pharma Invest S.A. (BE 0874 830 726) IBA Participations S.P.R.L. (BE 0465 843 290) IBA Investment S.C.R.L. (BE 0471 701 397) IBA Corporate Services S.A. (BE 0471 889 261) Ion Beam Beijing Medical Appliance Technology Service Co. Ltd. Ion Beam Applications Co Ltd IBA RadioIsotopes France S.A.S. IBA Dosimetry GmbH (formerly Scanditronix Wellhöfer Dosimetry GmbH) IBA Molecular Imaging (India) Pvt. Ltd. IBA RadioIsotopi Italia S.r.L. IBA Molecular Spain MediFlash Holding A.B. IBA Dosimetry A.B. (formerly Scanditronix Wellhöfer A.B.) IBA Advanced Radiotherapy A.B. (formerly Gyrab International A.B.) IBA Molecular UK Limited IBA Dosimetry Americas Inc. (formerly Scanditronix Wellhöfer North America Inc.) IBA Proton Therapy Inc. IBA Industrial Inc. (formerly Radiation Dynamics Inc.) RadioMed Corporation IBA Molecular North America * IBA USA Inc. IBA Molecular Montreal Holding Corp. BetaPlus Pharma S.A. (BE 0471 037 569)
Country of incorporation
Share of equity Change in % held held (%) compared to December 31, 2006
Belgium Belgium Belgium Belgium Belgium Belgium Belgium China China France Germany India Italy Spain Sweden Sweden Sweden U.K. U.S.A.
95% 100% 100% 61.90% 100% 100% 100% 100% 100% 100% 100% 61.90% 100% 100% 100% 100% 100% 100% 100%
-
U.S.A. U.S.A. U.S.A. U.S.A. U.S.A. U.S.A. Belgium
100% 100% 100% 100% 100% 100% 75%
35%
(*) On March 30, 2007, New Mexico Positron LP, Lubbock West Texas Positron LLC, Pharmalogic PET Services of NJ LLC, Pharmalogic Pet Services of Massachusetts LLC, Pharmalogic PET Services of NY LLC , IBA RadioIsotopes Inc., and Cyclotech LLC, wholly owned subsidiaries of the Group , were combined to form the company Eastern Isotopes Inc., also a subsidiary of the Group. Eastern Isotopes was subsequently renamed IBA Molecular North America.
60 | IBA Annual report 2007
IFRS consolidated financial statements for the year ended December 31, 2007
5.2 List of equity-accounted Investments Name
Striba Gmbh Pharmalogic Pet Services of Montreal Cie PetLinq L.L.C. RadioPharma Partners SA (BE 0879 656 475) (consolidated - including CIS bio international) Molypharma
Country of incorporation
Share of equity held (%)
Change in % held compared to December 31, 2006
Germany Canada U.S.A. Belgium
50.0% 48% 40% 19.9%
-
Spain
24.5%
-
The Group has significant influence in RadioPharma Partners S.A. to the extent that it is represented on the Board of Directors. Additionally, one employee is employed by both IBA and CIS bio international. Nevertheless, the IBA Group does not have any decision-making power or control over CIS bio international.
6. Business combinations and other changes in the composition of the Group 6.1 Acquisition of companies On may 5, 2006, IRE (related party – holder of 3.41 percent of IBA shares at December 31, 2007) and IBA announced that the consortium they formed had signed a purchase agreement for the acquisition of Schering AG’s European FDG division and CIS bio International radiopharmaceutical business. The transaction included CIS US and CIS Japan. CIS bio International markets a broad range of therapeutic and diagnostic products for detection, treatment, and monitoring in a several essential fields of medicine, including oncology, cardiology, rheumatology, and endocrinology. In the context of the consortium, IRE holds an 80.1 percent share and IBA a 19.9 percent share in CIS bio International. In addition, IBA took over Schering AG’s European FDG division (Italy, Germany, U.K., and Spain) and joined forces with CISBIO for the distribution of radiopharmaceutical products in Europe.
Following this transaction, IBA’s stake in BetaPlus Pharma increased from 40 percent to 65 percent, automatically bringing this entity within the IBA Group’s scope of consolidation. IBA also paid in cash EUR 0.1 million for 10% of BetaPlus Pharma shares. BetaPlus Pharma was included in IBA’s consolidated financial statements at December 31, 2007. No profits were recorded for BetaPlus Pharma in 2007. BetaPlus Pharma posted a loss of EUR 0.1 million for the period.
On December 20, 2007, IBA transferred its FDG production facility at University Hospital Ghent, Belgium, to BetaPlus Pharma for EUR 2.4 million as a contribution-in-kind. In return for this contribution, IBA received 1,000 new shares in BetaPlus Pharma and a receivable of EUR 1 million.
IBA Annual report 2007 | 61
Goodwill arising from inclusion of BetaPlus Pharma in the scope of consolidation of the IBA Group is shown below: Million of EUR Price paid - Cash amount - Deferred payment - Contribution-in-kind - Direct costs associated with the acquisition Fair value of net acquired assets Goodwill
0.1 1.4 0.5 -1
The following assets and liabilities were included in the consolidated accounts at December 31, 2007: (EUR ‘000)
Cash and cash equivalents Trade receivables Property, plant, and equipment Intangible assets Investments accounted for using the equity method Other net assets (liabilities) Trade payables Provisions Borrowings Net acquired assets
62 | IBA Annual report 2007
Fair value
Net book value of net acquired assets
150 672
150 672
4,720 528 0 303 -753 -43 -5,027 550
4,720 528 0 303 -753 -43 -5,027 550
IFRS consolidated financial statements for the year ended December 31, 2007
6.2 Disposal of companies In early January 2006, IBA sold 90.1 percent of its investment in its Swedish subsidiary ScandiMagnet A.B. as part of its strategy to refocus on its core business, cancer diagnosis and treatment. The transaction was settled for a sale price of SEK 2 million, paid in cash at closing, and generated a capital loss of EUR 19,000.
As previously indicated, IBA decided in 2006 to discontinue its brachytherapy business. All P&L elements relating to this business were reclassified to the section “Profit/(loss) for the period from discontinued operations” and amounted to EUR 1.5 million.
(EUR ‘000)
December 31, 2007 December 31, 2006
Revenue Expenses
0 0
51 1 ,556
Profit/(loss) from discontinued operations before tax Income tax expense Profit/(loss) from discontinued operations Capital gain Result from discontinued operations
0 0 0 0 0
-1,505 0 -1,505 -19 -1,524
7. Goodwill and other intangible assets 7.1 Goodwill Movements of goodwill are detailed as follows. (EUR ‘000) At January 1, 2006 Final adjustments to previously acquired goodwill
31,072 649
Goodwill impairment Currency translation difference At December 31, 2006
-1,106 -2,515 28,100
At January 1, 2007 Additions through business combinations Currency translation difference At December 31, 2007
28,100 1,006 -2,568 26,538
The goodwill arising from an acquisition is allocated to the cash-generating units (CGUs) concerned, and an impairment test is carried out annually on the CGUs’ fixed assets (including goodwill). Following provisional accounting at acquisition in 2005 of the U.S. entities Pharmalogic Pet Services and Cyclotech LLC, a final adjustment of EUR 0.6 million was made to goodwill in the course of 2006.
Inclusion of BetaPlus Pharma S.A. in IBA’s scope of consolidation at December 31, 2007 gave rise to goodwill for an amount of EUR 1.0 million. Additions and adjustments to goodwill in 2007 and 2006 were allocated to the radioisotopes business segment.
IBA Annual report 2007 | 63
The following table summarizes allocation of the carrying amount of goodwill by business segment: (EUR ‘000)
Equipment
Radioisotopes
Total
3,741 3,806
22,797 24,294
26,538 28,100
Discount rate applied
9.50%
10.882%
Long-term growth rate
2.60%
2.60%
December 31, 2007 December 31, 2006
Discount rates used reflect the specific risks related to the segments in question.
The recoverable amounts of subsidiaries’ fixed assets have been determined on a “value in use” basis. Value in use has been determined on the basis of IBA’s latest business plans, as approved by the Board of Directors in the context of the five-year strategic plan. The cash flows beyond the five-year period have been extrapolated using the growth rates shown in the table above. Impairment testing uses gross budgeted operational margins estimated by management on the basis of past performance and future development prospects.
On the basis of these assumptions, an impairment of EUR 1.1 million was identified in 2006 on the goodwill previously recognized on the acquisition of the U.S. companies New Mexico Positron LP and Lubbock West Texas Positron LLC. No additional goodwill impairment was identified in the course of the year 2007.
7.2 Other intangible assets (EUR ‘000)
Software
Patents and trademarks
Development costs
Other
Total
Gross carrying amount at January 1, 2006 Additions Additions through business combinations Disposals Transfers Changes in consolidation scope Currency translation difference Gross carrying amount at December 31, 2006
3,163 270 0 0 170 2 -41 3,564
1,276 129 0 0 0 3 -13 1,395
772 226 0 0 0 0 -33 965
4,339 279 0 0 0 158 -267 4,509
9,550 904 0 0 170 163 -354 10,433
Accumulated amortization at January 1, 2006 Additions Additions through business combinations Disposals Transfers Changes in consolidation scope Currency translation difference Accumulated amortization at December 31, 2006
2,245 406 0 0 -135 0 -25 2,491
671 278 0 0 0 0 -7 942
104 265 0 0 0 0 -6 363
1,909 542 0 0 135 0 -64 2,522
4,929 1,491 0 0 0 0 -102 6,318
Net carrying amount at January 1, 2006 Net carrying amount at December 31, 2006
918 1,073
605 453
668 602
2,430 1,987
4,621 4,115
64 | IBA Annual report 2007
IFRS consolidated financial statements for the year ended December 31, 2007
(EUR ‘000)
Software
Patents and trademarks
Development costs
Other
Total
Gross carrying amount at January 1, 2007 Additions Additions through business combinations
3,564 897 0
1,395 380 0
965 99 0
4,509 728 0
10,433 2,104 0
Disposals Transfers Changes in consolidation scope Currency translation difference Gross carrying amount at December 31, 2007
-229 93 7 -60 4,272
0 0 42 -10 1,807
0 0 0 -49 1,015
0 46 8 -245 5,046
-229 139 57 -364 12,140
Accumulated amortization at January 1, 2007 Additions Additions through business combinations Disposals Transfers Changes in consolidation scope Currency translation difference Accumulated amortization at December 31, 2007
2,491 535 0 -223 70 0 -31 2,842
942 332 0 0 10 2 -11 1,275
363 258 0 0 0 0 -17 604
2,522 429 0 -6 -79 8 -74 2,800
6,318 1,554 0 -229 1 10 -133 7,521
Net carrying amount at January 1, 2007 Net carrying amount at December 31, 2007
1,073 1,430
453 532
603 411
1,987 2,246
4,115 4,619
The majority of the intangible assets relate to software, licenses for the production and distribution of radioisotopes, and customer lists, accounted for by applying the purchase method to the acquisitions made by the Group.
For details of impairment testing, see Note 7.1. No impairment has been identified on other intangible assets (as shown in this Note) either at December 31, 2007 or at December 31, 2006.
IBA Annual report 2007 | 65
8. Property, plant, and equipment (EUR ‘000)
Land and buildings
Plant, machinery, and equipment
Furniture, fixtures, and vehicles
Other property, plant, and equipment
Total
Gross carrying amount at January 1, 2006 Additions Additions through business combinations Disposals Transfers Changes in consolidation scope Currency translation difference Gross carrying amount at December 31, 2006
18,898 1,369 664 -520 709 -342 -1,098 19,680
47,661 2,318 1,243 -326 -643 3,402 -3,496 50,160
10,207 2,984 65 -499 704 228 -479 13,209
2,079 6,011 0 -12 -1,526 7,212 -93 13,673
78,845 12,682 1,972 -1,356 -756 10,499 -5,166 96,719
Accumulated depreciation at January 1, 2006 Additions Additions through business combinations Disposals Transfers Changes in consolidation scope Currency translation difference Accumulated depreciation at December 31, 2006
10,757 982 0 -321 0 -113 -589 10,716
25,637 6,618 0 -201 0 134 -1,750 30,438
8,551 1,266 0 -405 73 59 -387 9,157
-6 0 0 0 0 0 1 -5
44,939 8,866 0 -927 73 80 -2,725 50,306
8,141 8,964
22,024 19,722
1,656 4,051
2,085 13,677
33,906 46,414
Gross carrying amount at January 1, 2007 Additions Additions through business combinations Disposals Disposals through business combinations Transfers Changes in consolidation scope Currency translation difference Gross carrying amount at December 31, 2007
19,680 2,916 0 -27 0 45 0 -1,149 21,465
50,160 3,734 -1,443 13 1,524 2,563 -3,688 52,863
13,209 2,859 0 -1,564 -2 -1,476 49 -594 12,481
13,673 12,159 0 -255 0 -1,133 136 -1,498 23,082
96,719 21,668 0 -3,289 11 -1,040 2,748 -6,929 109,891
Accumulated depreciation at January 1, 2007 Additions Additions through business combinations Disposals Disposals through business combinations Transfers Changes in consolidation scope
10,716 1,113 0 -15 1 0 0
30,438 2,999 0 -1,409 9 -241 221
9,157 1,643 0 -1,543 0 241 22
-5 0 0 0 0 0 0
50,306 5,755 0 -2,967 10 0 243
Currency translation difference Accumulated depreciation at December 31, 2007
-649 11,166
-2,143 29,874
-461 9,059
5 0
-3,248 50,099
Net carrying amount at January 1, 2007 Net carrying amount at December 31, 2007
8,964 10,299
19,722 22,989
4,051 3,422
13,677 23,082
46,414 59,792
Net carrying amount at January 1, 2006 Net carrying amount at December 31, 2006
66 | IBA Annual report 2007
IFRS consolidated financial statements for the year ended December 31, 2007
Other tangible fixed assets mainly include assets under construction. There are no tangible fixed assets subject to title restrictions. As indicated in Note 7.1, an impairment test was carried out in respect of the non-current assets on the date of transition as well as at December 31, 2007 and December 31, 2006 to verify that the carrying amounts of tangible fixed assets, intangible fixed assets, and goodwill were justified by the recoverable amounts. The key assumptions used to
calculate values in use at end-2007 are set out in Note 7.1. On the basis of this test, impairment of EUR 2.9 million (included in additions to depreciation) was identified on tangible fixed assets, and EUR 1.1 million was identified on the goodwill value belonging to the radioisotopes segment at December 31, 2006. No impairment was recognized in 2007.
9. Lease arrangements IBA holds the following assets under financial lease contracts: (EUR ‘000)
Gross carrying value Accumulated depreciation Net carrying value
Land and buildings
Plant, machinery, and equipment
Furniture, fixtures, and vehicles
2007-12-31
2006-12-31
2007-12-31
2006-12-31
2007-12-31
2006-12-31
5,614 1,747 3,866
3,413 1,687 1,726
20,248 10,443 9,805
21,992 10,179 11,813
12 0 12
11 0 11
Details of lease payments on financial liabilities relating to leased assets are set out in Note 18.2.
10. Investments accounted for using the equity method (EUR ‘000) Investments accounted for using the equity method Other investments TOTAL
December 31, 2007
December 31, 2006
6,038 2,343 8,381
5,744 2,560 8,304
“Other investments” consist of shares in unlisted companies. These shares are revalued using either the discounted cash flow method or on the basis of the share value assigned to them during the most recent rounds of financing.
IBA Annual report 2007 | 67
10.1 Movements in equity-accounted investments Equity-accounted companies are listed in Note 5.2. (EUR ‘000) At January 1 Share in (loss)/profit of equity-accounted companies Additions Other movements At December 31
On December 20, 2007, IBA transferred its FDG production facility at University Hospital Ghent, Belgium, to BetaPlus Pharma for EUR 2.4 million as a contribution-in-kind. In return for this contribution, IBA received 1,000 new shares in BetaPlus Pharma and a receivable of EUR 1 million. Following this transaction, IBA’s stake in BetaPlus Pharma increased from 40 percent to 65 percent, Country of incorporation
2006 BetaPlus Pharma S.A. MolyPharma CIS bio International (indirectly via RadioPharma Partners) RadioPharma Partners Pharmalogic Pet Services of Montreal Cie. PetLinq L.L.C. Striba Gmbh 2007 MolyPharma CIS bio International (indirectly via RadioPharma Partners) RadioPharma Partners Pharmalogic Pet Services of Montreal Cie. PetLinq L.L.C. Striba Gmbh
December 31, 2006
5,744 278 0 16 6,038
1,525 2,882 1,897 -560 5,744
automatically bringing this entity within the IBA Group’s scope of consolidation. IBA also paid in cash EUR 0.1 million for 10% of BetaPlus Pharma shares. Details of the Group’s interest in its principal associates, all of which are unlisted, were as follows:
Assets
Liabilities
Revenue
Profit/(Loss)
Interest held
(EUR ‘000)
(EUR ‘000)
(EUR ‘000)
(EUR ‘000)
%
Belgium Spain France
2,660 7,881 175,938
3,448 3,706 164,596
88 8,325 120,442
-730 228 -90,167
40.0% 24.5% 19.9%
Belgium Canada
45 3,207
0 3,063
0 2,059
-16 -696
19.9% 48.0%
U.S.A. Germany
175 18,148
53 18,126
338 0
-8 138
40.0% 50.0%
Spain France
9,195 172,972
5,463 158,813
9,138 119,200
-443 1,277
24.5% 19.9%
Belgium Canada
46 3,355
3 3,027
0 3,391
-2 184
19.9% 48.0%
U.S.A. Germany
335 48,794
227 48,775
754 24
-14 -3
40.0% 50.0%
The Group has significant influence in RadioPharma Partners S.A. to the extent that it is represented on the Board of Directors. Additionally, one employee is employed by both IBA and CIS bio international. Nevertheless, the IBA Group does not have any decision-making power or control over CIS bio international (see page 61 of this report). 68 | IBA Annual report 2007
December 31, 2007
IFRS consolidated financial statements for the year ended December 31, 2007
10.2 Jointly controlled companies In 2006, IBA formed a joint venture named Striba GmbH with Strabag Projektenwicklung GmbH (Germany). This joint venture will provide a Proton Therapy system and related medical technology to the Universitätsklinikum Essen (North-Rhine, Westphalia, Germany). The assets and liabilities of these joint ventures (consolidated using the equity method) are detailed below: (EUR ‘000)
December 31, 2007
December 31, 2006
Assets Non-current assets Current assets TOTAL
0 48,794 48,794
0 18,148 18,148
Liabilities Non-current liabilities Current liabilities TOTAL
0 48,775 48,775
0 18,126 18,126
Net assets
19
22
Revenue Expenses/(income) Result after tax
24 27 -3
0 -138 138
December 31, 2007
December 31, 2006
Deferred tax assets - Deferred tax assets to be recovered after more than 12 months - Deferred tax assets to be recovered within 12 months TOTAL
26,160 7,152 33,312
20,057 4,921 24,978
Deferred tax liabilities - Deferred tax liabilities to be paid after more than 12 months - Deferred tax liabilities to be paid within 12 months TOTAL Net deferred tax assets
259 110 369 32,942
225 0 225 24,753
11. Deferred taxes (EUR ‘000)
Deferred tax assets (EUR ‘000) At January 1, 2006 Credited/(charged) to the income statement Currency translation difference At December 31, 2006 Credited/(charged) to the income statement Currency translation difference At December 31, 2007
Tax losses
Other
Total
(EUR '000) 18,472 9,584 -1,121 26,935 9,428 -1,094 35,269
(EUR '000) -1,957
(EUR '000) 16,515 9,584 -1,121 24,978 9,428 -1,094 33,312
-1,957
-1,957
IBA Annual report 2007 | 69
Deferred tax liabilities (EUR ‘000) At January 1, 2006 (Credited)/charged to the income statement Currency translation difference At December 31, 2006 (Credited)/charged to the income statement Currency translation difference At December 31, 2007
Other
Total
40 222 -37 225 144 0 369
40 222 -37 225 144 0 369
Deferred income tax assets are recognized as tax loss carry-forwards to the extent that it is likely they can be recovered through future earnings. Note 3 explains the estimates and judgments used by IBA in making this assessment. At December 31, 2007, deferred taxes totaling EUR 33.8 million (EUR 55.8 million in 2006) were not recognized as tax losses carried forward on the balance sheet. These tax losses do not have an expiration date.
12. Other long-term receivables (EUR ‘000)
December 31, 2007
December 31, 2006
0 15,545 143 2,953 18,641
1,550 3,109 385 3,745 8,789
Loans to joint ventures Long-term receivables on contracts in progress Receivables on disposal of subsidiaries Other receivables TOTAL
At December 31, 2007, “Other receivables” included the fair value of an option to increase percentage of ownership in an associate. This option, which was acquired in 2006, was valued at EUR 1.4 million on the basis of expected future cash flows from this company’s operational activity. The value of the option as calculated at December 31, 2006 was confirmed at December 31, 2007. Long-term liabilities arising from contracts in progress include advance payments of EUR 15.5 million (EUR 3.1 million in December 2006) on proton therapy contracts for which the corresponding receivable amounts do not qualify for derecognition under IAS 39.
13. Inventories and contracts in progress (EUR ‘000) Raw materials and supplies Finished products Work in progress Contracts in progress Write-off on inventories and contracts in progress Inventories and contracts in progress
70 | IBA Annual report 2007
December 31, 2007
December 31, 2006
11,955 2,265 5,895 22,267 -1,483 40,899
7,825 2,963 4,410 20,291 -4,296 31,194
IFRS consolidated financial statements for the year ended December 31, 2007
Contracts in progress (EUR ‘000)
December 31, 2007
December 31, 2006
94,481 -72,214 22,267
34,444 -14,153 20,291
31,984
23,806
Costs to date and recognized profit Less: progress billings Contracts in progress Net amounts due to customers for contracts in progress (Note 23)
Following the sale of two machines in inventory in 2007, the Group reversed write-downs of EUR 3.2 million previously recorded for those equipments. Work in progress relates to production of inventory for which a client has not yet been secured, while contracts in progress relate to production for specific clients in performance of a signed contract.
14. Trade and other receivables 14.1 Trade receivables Trade receivables can be broken down as follows: (EUR ‘000)
December 31, 2007
December 31, 2006
11,438
6,079
35,433 -2,628 44,243
35,327 -4,359 37,046
Amounts invoiced to customers on contracts in progress but for which payment has not yet been received at balance sheet date Other trade receivables Impairment of doubtful receivables (-) TOTAL
At December 31, the repayment schedule for trade receivables (excluding impairments) was as follows: Total ('000)
Not due
< 30 days
30 - 59
60 - 89
90-179
180-269
270-360
> 1 year
46,871 41,406
15,566 11,518
9,677 9,049
8,654 6,221
3,291 2,096
3,873 4,301
2,407 1,062
1,330 3,625
2,073 3,534
2007 2006
At December 31, 2007, trade receivables impairments totaled EUR 2.6 million. Changes in the provision for doubtful debts over the past two years are as follows: (EUR ‘000) At January 1, 2006 Charge for the year Write-backs
4,134 599 -374
At December 31, 2006 Charge for the year Utilizations Write-backs
4,359 1,207 -603 -2,335
At December 31, 2007
2,628
IBA Annual report 2007 | 71
14.2 Other receivables Other receivables on the balance sheet primarily involve advance payments on orders, deferred charges, and accrued income. Other receivables can be broken down as follows: (EUR ‘000) Non-trade receivables and advance payments Deferred charges Accrued income – interest Other current receivables TOTAL
December 31, 2007
December 31, 2006
21,297 5,051 83 1,512 27,943
5,733 2,931 18 1,362 10,044
December 31, 2007
December 31, 2006
44,488 1,210 12,512 58,210
12,840 15,876 38,884 67,600
15. Cash and cash equivalents (EUR ‘000) Cash Restricted cash Short-term bank deposits and commercial papers TOTAL
At December 31, 2007, the effective interest rate on the cash position was 3.76 percent (2.99 percent in 2006). Short-term deposits and commercial papers have an average maturity of less than 30 days.
16. Capital stock and stock options 16.1 Capital stock (EUR ‘000)
Number of shares
Balance at January 1, 2006 Stock options exercised Balance at December 31, 2006 Stock options exercised Defrayment of loss by reduction of capital surplus Purchase of treasury shares Balance at December 31, 2007
24,842,453 622 ,613 25,465,066 335,186 0
34,883 864 35,747 468 0
0 25,800,252
0 36,215
At the Extraordinary General Meeting of May 9, 2007, the Group’s shareholders agreed to defray its loss through a reduction of capital surplus by EUR 87.4 million. At December 31, 2007, 61.37 percent of IBA’s shares were trading on Euronext. Full details of the Group’s shareholders are set out in the section “The stock market and the shareholders” on page 32 of this annual report. 72 | IBA Annual report 2007
Ordinary Capital surplus shares
Treasury shares
Total
198,887 2,011 200,898 1,736 -87,435
-256 0 -256 0 0
233,514 2,875 236,389 2,204 -87,435
0 115,199
-6,490 -6,746
-6,490 144,668
On March 4, 2008, a dividend of EUR 4.5 million, equivalent to EUR 0.17 per share, was proposed by the Board of Directors. In accordance with IAS 10 “Events After the Balance Sheet Date”, the dividend was not recognized in the 2007 financial statements.
IFRS consolidated financial statements for the year ended December 31, 2007
16.2 Stock options During the period ended December 31, 2007, IBA had seven stock options plans, including one new plan instituted in 2007. The stock options plans set up in 2000 and 2001 have the following vesting scheme: 25 percent vesting at grant date + 1 year, 50 percent at grant date + 2Â years, 75 percent at grant date + 3 years, 100Â percent at grant date + 4 years. Stock options plans instituted from 2002 onwards have the following vesting scheme: 20 percent vesting at grant date + 1 year, 40 percent at grant date + 2 years, 60 percent at grant date + 3 years, 80 percent at grant date + 4 years, 100 percent at grant date + 5 years.
Type of plan Date of grant Number of options granted Exercise price Share price at date of grant Contractual life (years) Settlement Expected volatility Expected option life at grant date (years) Risk-free interest rate Expected dividend (stated as % of share price at date of grant) Expected departures at grant date Fair value per granted option at grant date Valuation model
In 2005, the Group refunded a capital surplus of EUR 3.10 per share to its shareholders. Following this action, on March 13, 2006, IBAâ&#x20AC;&#x2122;s Board of Directors approved a reduction in the exercise price for IBA employee stock options plans instituted in 2000, 2001, 2002, and 2004. Under IFRS 2, this repricing qualifies as a modification of the terms of the grants of the instruments in the 2000, 2001, 2002, and 2004 plans. A charge of EUR 2.4 million was recognized in the 2006 income statement to reflect this modification. This change has an impact of EUR 0.6 million on the 2007 financial statements. The details of the plans instituted in the course of 2007 and 2006 are described below.
December 31, 2007
December 31, 2006
Stock options
Stock options
30/11/2007 338,246 19.94 19.94 6 Stock 39.02% 4.75 4.18% 1% 7.21% 7.91 Black & Scholes
14/12/2006 437,250 13.64 17.52 6 Stock 40.98% 4.10 3.77% 0% 7.21% 8.11 Black & Scholes
IBA Annual report 2007 | 73
The Company uses the Black & Scholes model to value options with no vesting conditions other than time. Expected volatility for the stock options plans is based on historical volatility determined by statistical analysis of daily share price movements. The fair value of shares for the stock options plans was based on the average share price for the 30 days preceding the grant date.
At December 31, 2007, a charge of EUR 2.3 million was recognized in the financial statements (before taxes) for employee stock options. The stock options outstanding at December 31, 2007 have the following expiration dates and exercise prices.
December 31, 2007 Expiration date
December 31, 2006
Exercise price (EUR)
Number of stock options
Exercise price (EUR)
Number of stock options
24.90 3.72 12.60 6.37 3.34 13.64 19.94
167,148 886,000 126,325 90,000 335,291 437,250 338,246 2,380,260
24.90 3.72 12.60 6.37 3.34 13.64
167,148 886,000 242,775 90,000 554,027 437,250
February 28, 2009 September 30, 2010 December 31, 2010 September 30, 2011 August 31, 2012 September 30, 2012 September 30, 2013 TOTAL outstanding stock options
2,377,200
Stock options movements can be summarized as follows: December 31, 2007
Outstanding at January 1 Granted Forfeited (-) Exercised (-) Lapsed (-) Outstanding at December 31 Exercisable at year-end
74 | IBA Annual report 2007
December 31, 2006
Average exercise price in EUR per share
Number of stock options
Average exercise price in EUR per share
Number of stock options
7.95 19.94
2,377,200 338,246
8.16 13.64
2,562,563 437,250
6.56
-335,186
3.60
-622,613
9.85
2,380,260
7.95
2,377,200
1,071,764
963,950
IFRS consolidated financial statements for the year ended December 31, 2007
17. Reserves (EUR ‘000) Hedging reserves Other reserves Currency translation difference Retained earnings
At the Extraordinary General Meeting of May 9, 2007, the Group’s shareholders agreed to defray its loss through a reduction in the surplus capital of EUR 87.4 million. According to the Corporate Code (Code des Sociétés), the legal reserve must equal at least 10 percent of the Company’s capital stock. Until such time as this level is attained, a top slice of at least one-twentieth of the net profit for the year (determined according to Belgian accounting law) must be allocated to constituting this reserve fund. The current level of the legal reserve is sufficient to meet the statutory requirement.
December 31, 2007
December 31, 2006
1,802 6,595 -12,309 70
215 4,530 -3,922 -101,384
The hedging reserve includes changes in the fair value of financial instruments used to hedge cash flows of future transactions. Other reserves involve the fair value adjustment on available-for-sale investments, as well as the valuation of employee stock options plans. Currency translation difference includes differen ces related to the translation of financial statements of consolidated entities whose functional currency is not the euro. They also include foreign exchange differences arising on long-term loans that are part of the Group’s net investment in foreign operations as defined in IAS 21.
18. Borrowings (EUR ‘000)
December 31, 2007
December 31, 2006
Non-current Bank borrowings (Note18.1) Other borrowings (Note 18.3) Financial lease liabilities (Note 18.2) TOTAL
8,154 4,079 5,621 17,854
5,783 4,567 7,806 18,156
Current Short-term bank loans Bank borrowings (Note 18.1) Other borrowings (Note 18.3) Financial lease liabilities (Note 18.2) TOTAL
1,458 2,799 517 3,554 8,328
0 595 0 4,853 5,448
IBA Annual report 2007 | 75
18.1 Bank borrowings (EUR ‘000)
December 31, 2007
December 31, 2006
Non-current Current TOTAL
8,154 2,799 10,953
5,783 595 6,378
December 31, 2007
December 31, 2006
6,378 7,138 -3,384 920 0 -98 10,953
1,721 1,959 -1,486 4,374 -196 6 6,378
December 31, 2007
December 31, 2006
2,799 2,568 5,492 94 10,953
595 1,744 2,896 1,143 6,378
Movements on bank borrowings can be detailed as follows: (EUR ‘000) Opening amount New borrowings Repayment of borrowings Entry in consolidation scope Exit from consolidation scope Currency translation difference Closing amount
The maturities of bank borrowings are detailed as follows: (EUR ‘000) One year or less Between 1 and 2 years Between 2 and 5 years Over 5 years TOTAL
The effective interest rates for bank borrowings at the balance sheet date were as follows: December 31, 2007
Bank borrowings
December 31, 2006
EUR
USD
EUR
USD
5.97%
6.81%
5.39%
7.32%
The carrying amounts of the Group’s borrowings are denominated in the following currencies: (EUR ‘000) EUR USD RMB
76 | IBA Annual report 2007
December 31, 2007
December 31, 2006
8,530 2,423 0 10,953
5,414 901 63 6,378
IFRS consolidated financial statements for the year ended December 31, 2007
Unutilized credit facilities are as follows: (EUR ‘000)
December 31, 2007
Floating rate - Expiring within one year
December 31, 2006
259
131
- Expiring beyond one year
12,716
9,778
Fixed rate - Expiring within one year TOTAL
12,975
9,909
The facilities expiring within one year are annual facilities subject to review at various dates during the year 2008. The other facilities have been arranged to help to finance the proposed expansion of the Group’s activities.
18.2 Financial lease liabilities Minimum lease payments on financial lease liabilities are as follows: (EUR ‘000) One year or less Later than one year and not later than five years Later than five years Future finance charges on financial leases (-) Present value of financial lease liabilities
December 31, 2007
December 31, 2006
4,063 5,253
5,758 8,506
1,111
0
10,426 -1,252 9,174
14,265 -1,605 12,659
December 31, 2007
December 31, 2006
3,554 4,675
4 ,853 7,806
945
0
9,174
12,659
The present value of financial lease liabilities is as follows: (EUR ‘000) One year or less Later than one year and not later than five years Later than five years TOTAL
The carrying amounts of financial lease liabilities are denominated in the following currencies: (EUR ‘000)
December 31, 2007
December 31, 2006
EUR USD
2,391 6,784
1,092 11,567
TOTAL
9,174
12,659
The average interest rate paid on financial lease liabilities at December 31, 2007 was 7.93 percent (7.55 percent in 2006).
18.3 Other borrowings Other borrowings primarily involve an Industrial Development Revenue Bond issued by the Town of Islip, New York, on behalf of one of the U.S. entities belonging to the IBA Group. This bond matures in 2009.
IBA Annual report 2007 | 77
19. Provisions Environment
Guarantees
Litigation
Other
Total
2,709 170 0 0 0 43 -87 126 2,835
4,144 717 -1,133 -1,437 -826 0 -12 -2,691 1,453
1 ,415 2,167 -3 0 0 0 -78 2,086 3,501
3,545 1,293 -665 -1,117 1,522 0 -54 979 4,524
11,813 4,347 -1,801 -2,554 696 43 -231 500 12,313
At January 1, 2007 Additions (+) Write-backs (-) Utilizations (-) Reclassifications Changes in consolidation scope Currency translation difference Total movement At December 31, 2007
Provisions for decommissioning costs related to the Group’ sites where radioisotopes are produced have been recognized where an obligation exists to incur these costs. These provisions are measured at the net present value of the best estimate of the costs that will need to be incurred. More information on these provisions is included in Note 3 of this report. Provisions for guarantees cover the warranties given on machines sold to clients.
Provisions for litigation at December 31, 2007 are primarily for the following: Potential tax litigation in Sweden for which a provision of EUR 1.4 million is presented at December 31, 2007. Litigation in the United-States for which a provision of USD 3 million is presented at December 31, 2007 (see Note 29). Other provisions include EUR 1.9 million to cover the commitments made on acquisition of Schering AG’s FDG business in 2006.
20. Other long-term liabilities (EUR ‘000) Advances received from local government Liabilities towards shareholders Other Deferred payments on acquisitions TOTAL
In 2007, the Group received advances of EUR 1 million in cash from the Walloon Region of Belgium (interest free). The Group repaid EUR 76.4 million to its shareholders in January 2005. Of this amount, EUR 0.4 million remained unclaimed at December 31, 2007 (EUR 0.7 million at December 31, 2006). Other long-term liabilities include down-payments of EUR 15.5 million (EUR 3.1 million in December 2006) received on proton therapy contracts for 78 | IBA Annual report 2007
December 31, 2007
December 31, 2006
15,097 403 18,263 0 33,763
14,033 699 6,379 467 21,578
which the corresponding receivable amounts do not qualify for derecognition under IAS 39. Deferred payments on acquisitions include the long-term portion of amounts to be paid on the acquisitions made by the Group.
IFRS consolidated financial statements for the year ended December 31, 2007
21. Other short-term financial assets and liabilities The Group’s policy for use of financial instruments is detailed in Note 1.22 on Group accounting policies and Note 2 on financial risk management. At December 31, 2006, the amount of EUR 0.3 million recognized as a short-term financial asset represented the fair value of forward exchange contracts (EUR 0.1 million) and options (EUR 0.2 million) used to hedge future commercial cash flows stated in USD. These contracts had a maturity of one year or less at December 31, 2006. At December 31, 2007, the amount of EUR 1.8 million recognized as a short-term financial asset represented the fair value of forward exchange contracts used to hedge future commercial cash flows that were mainly in USD.
Some of these financial instruments are designated as hedging instruments inasmuch as they hedge specific exchange rate risks to which the Group is exposed. Hedge accounting has been applied to these contracts because they are deemed to be effective hedges as defined in IAS 39. For these cash flow hedges, movements are recognized directly in equity and released to the income statement to offset the income statement impact of the underlying transactions. Cumulative gains of EUR 1.8 million were recognized directly in equity (under the caption “Hedging reserves”) at December 31, 2007.
22. Trade payables At December 31, the payment schedule for trade payables was as follows: Total (‘000)
2007 2006
51,191 23,437
Due < 3 months
13,498 6,760
4-12 months
1-5 years
> 5 years
627 484
116 354
0 0
36,949 15,838
23. Other payables (EUR ‘000) Amounts due to customers on contracts in progress (or advances received on contracts in progress) Social liabilities Accrued charges Deferred income Capital grants Other Other payables
December 31, 2007
December 31, 2006
31,984
23,806
8,530 5,893 4,471 750 6,396 58,024
5,654 5,673 5,416 846 8,046 49,441
IBA Annual report 2007 | 79
24. Other operating expenses and income 24.1 Other operating expenses Other operating expenses are as follows: (EUR ‘000) Legal costs Stock options plan expenses Depreciation and write-downs Other TOTAL
December 31, 2007
December 31, 2006
4,329 2,266 1,692 427 8,714
346 2,830 10,751 1,583 15,510
At December 31, 2006, the Group recognized impairment losses on tangible fixed assets (EUR 2.9 million), goodwill (EUR 1.1 million), inventories (EUR 3.6 million), and other receivables (EUR 3 million).
Legal costs at December 31, 2007 included costs associated with settling the Optivus lawsuit (EUR 1.9 million) and provision for a suit affecting a U.S. subsidiary of the Group (EUR 2.1 million) (see Note 29).
Included under the caption “Other” at December 31, 2006 were Group costs for rebranding of IBA image and rental fees futher to discontinuation of operations at a radioisotope facility in the UnitedStates.
At December 31, 2007, depreciation and writedowns included a EUR 1.5 million impairment of trade receivables for a customer in the UnitedStates.
24.2 Other operating Income The following is a breakdown of other operating income: (EUR ‘000) Net negative goodwill Write-back of depreciation and write-downs TOTAL
At December 31, 2006, acquisition of Schering’s European FDG network (net of the impact of acquisition of a minority interests in CIS bio international through RadioPharma Partners S.A.) had given rise to net negative goodwill of EUR 26 million, which was recognized directly in the income statement.
80 | IBA Annual report 2007
December 31, 2007
December 31, 2006
0 -3,966 -3,966
-25,952 0 -25,952
Following the sale of two machines in inventory in 2007, the Group reversed write-downs of EUR 3.2 million previously recorded for those equipments.
IFRS consolidated financial statements for the year ended December 31, 2007
25. Financial expenses and income 25.1 Financial expenses (EUR ‘000) Interest paid on debts Foreign exchange differences Changes in fair value of derivatives Other TOTAL
December 31, 2007
December 31, 2006
1,747 1,477 171 958 4,353
1,912 709 0 0 2,621
December 31, 2007
December 31, 2006
-2,321 -1,222 0 -354 -3,897
-1,637 0 -243 -1,334 -3,214
25.2 Financial income (EUR ‘000) Interest received on receivables and cash position Foreign exchange differences Changes in fair value of derivatives Other TOTAL
At December 31, 2006, the caption “Other” included the fair value of an option to increase percentage ownership in an associate company.
26. Income taxes The tax charge for the year can be broken down as follows: (EUR ‘000) Current taxes Deferred taxes TOTAL
December 31, 2007
December 31, 2006
2,301 -9,284 -6,983
1,535 -9,362 -7,827
The tax charge on IBA’s result before taxes differs from the theoretical amount that would have resulted from application of the average applicable tax rates to the profits of the consolidated companies. The analysis is as follows: (EUR ‘000) Profit/(loss) before taxes Taxes calculated on the basis of national tax rates Unrecognized deferred taxes Tax-exempt transactions Prior year adjustments on deferred taxes Loss available for offset against future taxable income Utilization of previously unrecognized tax losses Other tax charges Reported tax charge Theoretical tax rate Effective tax rate
December 31, 2007
December 31, 2006
6,862 2,130 691 3,880 -2,157 -5,931 -5,669 73 -6,983 31.0% -101.8%
23,686 6,560 2,575 -6,319 227 -9,600 -1,517 245 -7,827 27.7% -33.0%
Given the extent of available tax losses, IBA did not calculate deferred taxes on items credited or charged directly to equity. IBA Annual report 2007 | 81
27. Defined contribution plans At December 31, 2007, the Group recognized an expense of EUR 1.1 million for defined contribution plans.
28. Cash flow statement At December 31, 2007, the caption “Other noncash items” included expenses for employee stock options plans as well as inventory impairments and write-downs. At December 31, 2007, other investing cash flows consisted mainly of repayment of an advance made to a customer in the context of the sale of a system. At December 31, 2007, other financing cash flows included interest-free cash advances from the Walloon Region of Belgium (EUR 1 million), a cash credit (EUR 1.3 million), payment of the final tranche of a 2005 company buyout (EUR 1.4 million), and changes in liabilities to Group employees in connection with the exercise of stock options plan (-EUR 0.6 million).
At December 31, 2006, the caption “Other noncash items” included the impact of negative goodwill arising from the acquisition of Schering AG’s European FDG network and the fair value revaluation of options, partially offset by expenses for employee stock options plans and inventory impairments. Other investing cash flows consist mainly of loans to associate companies. At December 31, 2006, other financing cash flows included interest-free cash advances from the Walloon Region of Belgium and cash received from employees for the exercise of the options under the stock options plan for which the Company increased its capital after year-end closing.
29. Contingent liabilities The Group is currently involved in certain legal proceedings. The potential risks connected with these proceedings are deemed to be insignificant or unquantifiable or, where potential damages are quantifiable, adequately covered by provisions. Developments in litigation pending at end 2006 as well as the principal case pending at December 31, 2007 are presented in this Note.
the amount withheld in Belgium. The Swedish tax board disputed this claim. IBA won its case in the court of first instance. However, the tax board has appealed the decision. The appeals court should issue a decision on the case in the course of 2008.
Developments in litigation pending at December 31 2007 mentioned in the 2006 annual report.
Litigation with Bayer Schering Pharma AG Until April 30, 2006, IBA and Schering AG (now Bayer Schering Pharma AG) were partners in a joint venture to establish a network of FDG manufacturing sites in Italy and the United Kingdom. On April 30, 2006, in the context of closing a package deal for the sale of its radiopharmaceutical business to IBA and IRE (Institut National des Radioéléments), Bayer Schering Pharma AG sold its British and Italian holdings to IBA for a symbolic euro. During closing, the parties disagreed over the handling of loans made by each of the par-
Tax litigation in Sweden The Company is involved in a tax dispute with the Swedish National Tax Board. The case involves interest paid by the Group from Belgium to a Group company in Sweden from 1999 to 2001. Tax was withheld in Belgium, and the income was released to the taxable income of the Swedish subsidiary. IBA claimed that it was eligible for a tax credit on 82 | IBA Annual report 2007
A provision of EUR 1.4 million has been set aside for this litigation.
IFRS consolidated financial statements for the year ended December 31, 2007
tners to their joint British subsidiary. Bayer Schering Pharma AG immediately initiated an arbitration procedure with the Association Française d’Arbitrage (“AFA”), which ruled in its favor in December 2007. This means that IBA’s British subsidiary is required to repay a loan of GBP 1,144,000 to Bayer Schering Pharma AG. The loan should be repaid in the course of 2008.
gic negligent in hiring the driver and entrusting him with a vehicle. Rather surprisingly, this negligence was deemed a substantial cause of the injury to the police officer, and damages of USD 3 million were awarded for which Pharmalogic is responsible. Naturally, IBA will appeal this decision and will analyze the potential for litigation against Pharmalogic, salers and its insurers.
The parties also disagreed as to the amount of the net cash position adjustment at closing. Bayer Schering Pharma AG demanded a payment of EUR 300,000. The dispute was submitted to arbitration by KPMG France, which sided with IBA. Despite this decision, Bayer Schering Pharma AG is still demanding payment of this amount. However, there are no proceedings pending.
A provision of USD 3.0 million has been set aside to cover this litigation.
Lastly, in connection with the takeover of the Japanese operation, the parties are involved in a dispute in which Bayer Schering Pharma AG maintains that IBA and IRE have not complied with their best effort obligation. However, there are no proceedings pending. Litigation with Optivus Proton Therapy Optivus Proton Therapy, Inc. (Optivus) and IBA became involved in litigation over various proton therapy-related claims in August 2002. In August 2007, the Company announced that Optivus Proton Therapy, Inc. and the Loma Linda University Medical Center had agreed to drop all claims against IBA in a case that had been before the U.S. District Court for the Central District of California for five years. The Group recognized a charge of EUR 1.9 million in 2007 in the context of this case.
Litigation in 2007
Action for damages against IBA Molecular North America In 2005, IBA Molecular North America took over three FDG production facilities from the Pharmalogic company. One of its facilities was involved in a suit for damages. A Pharmalogic driver had used his vehicle without authorization outside working hours. He committed a theft, and while fleeing, caused an accident with a police vehicle and injured a police officer. The case went to jury trial. On February 19, 2008, the court found PharmaloIBA Annual report 2007 | 83
30. Commitments 30.1 Operating leases The Group has a number of non-cancelable operating leases relating to vehicles and office space rental. Total future minimum lease payments under non-cancelable operating leases are as follows:
(EUR ‘000)
December 31, 2007
December 31, 2006
3,936 9,884 6,903 20,723
2,610 7,287 5,454 15,351
One year or less From one to five years Over five years TOTAL
Total lease payments included in the income statement in 2007 amounted to EUR 3.9 million (EUR 2.9 million in 2006).
30.2 Financial guarantees At December 31, 2007, IBA held financial guarantees for EUR 84 million given by Group entities as security for debts or commitments. Of this amount, EUR 15 million cover guarantees given by the parent company to cover its subsidiaries’ financial lease liabilities and bank borrowings.
31. Related party transactions 31.1 Consolidated companies A list of subsidiaries and equity-accounted companies is provided in Note 5.
31.2 Shareholders relationships The following table shows IBA shareholders at December 31, 2007:
Belgian Anchorage Belgian Leverage IRE (Institut des Radioéléments) Sopartec UCL IBA Investments S.C.R.L. * Public Total
Number of shares
%
7,773,132 0 878,660 529,925 426,885 358,692 15,832,958 25,800,252
30.13% 0.00% 3.41% 2.05% 1.65% 1.39% 61.37%
* At December 31, 2007, IBA held a total of 358,692 of its own shares through the company IBA Investments S.C.R.L., a wholly owned indirect subsidiary.
84 | IBA Annual report 2007
IFRS consolidated financial statements for the year ended December 31, 2007
IBA’s dominant shareholders—Belgian Anchorage, Belgian Leverage, UCL, Sopartec, and IRE—have declared that they are acting jointly and have entered into an agreement which expires in 2013. In late December 2007, Belgian Leverage transferred all of its stock in IBA to its parent, Belgian Anchorage. The above shareholders’ agreement governs, inter alia, the sharing of information and preferential rights to purchase IBA stock. The parties to this agreement held 9,608,602 shares of ordinary stock at December 31, 2007, representing 37.24 percent of Company’s voting rights. Under the terms of this agreement, in the event of a new IBA stock offering, if one of the dominant shareholders does not exercise its preferential subscription right, this right will pass to the other dominant shareholders, with Belgian Anchorage S.A. having first right of purchase. If a party to the shareholders’ agreement wishes to sell its shares of IBA stock, the other parties to the agreement will have a preemptive right to acquire this stock, with Belgian Anchorage S.A. having first right of purchase. This preemptive right is subject to certain exceptions. In particular, it does not apply in the case of a transfer of stock to Belgian Anchorage S.A. When Schering AG’s radiopharmaceutical business was acquired in April 2006, the shareholders of RadioPharma Partners S.A. —IBA Group and IRE—agreed with their local Japanese partner to refinance the Japanese company, in which IBA obtained a minority interest. The financing was to be provided by IBA on behalf of both RadioPharma Partners shareholders. Following the agreement with IRE, at December 31, 2006 IBA recognized an asset equal to IRE’s estimated contribution to the refinancing. Future payments to IBA from IRE are dependent on the improved profitability of the Japanese entity. Based on a discounted cash flow analysis of this Japanese entity performed at December 2006, the IBA Group recognized a write-off of EUR 0.5 million on this asset. At December 2007, no additional valuation adjustment had been recorded.
In an agreement signed February 19, 2008, IRE granted IBA a call option on its entire interest in RadioPharma Partners (81.1 percent) and Sceti Medilabo KK (19.9 percent). This call option is conditional on receipt of notice from IBA of compliance with French regulations applicable to CISBIO regarding the notification of employees. Should it exercise this option, IBA will pay the agreed price in a combination of cash and IBA shares. Without prejudice to the rights and obligations arising under shareholder agreements, IRE has agreed to hold these shares for five years, to grant IBA a preemptive right to purchase these shares, and to continue to strive to maintain the “Belgian mooring” (ancrage belge) of IBA’s shareholders.
31.3 Directors and management
31.3.1 Directors Fixed compensation paid to members of the Board of Directors for services rendered in 2007 totaled EUR 128,000. Directors did not receive variable compensation or any other payment. However, some of them were included in the 2007 stock options plan. Managing directors were not compensated for attending meetings of the Board of Directors. 31.3.2 Managing directors and the management team The total amount paid by the IBA Group in compensation for duties exercised and services rendered directly or indirectly by the managing directors and the members of the management team came to approximately EUR 3.2 million in 2007: around EUR 2.2 million for fixed compensation and around EUR 1.0 million for variable compensation. Fixed compensation includes a Group contribution of EUR 0.1 million to a defined contribution plan. At December 31, 2007, all of the directors together held 886,560 shares of IBA (including 878,660 shares held by IRE). At that date, with the exception of the managing directors, the directors still held 23,400 IBA stock options issued under the 2000, 2001, 2002, 2006, and 2007 stock options plans.
IBA Annual report 2007 | 85
At December 31, 2007, members of the management team, including the managing directors, held a total of 871,086 stock options distributed as follows: 11,500 options issued under the 2000 plan at the
40,000 options issued under the 2005 plan at the
strike price of EUR 6.37. 160,000 options issued under the 2006 plan at the strike price of EUR 13.64. 116,521 options issued under the 2007 plan at the strike price of EUR 19.94.
strike price of EUR 24.90. 50,000 options issued under the 2001 plan at the
strike price of EUR 12.60. 261,065 options issued under the 2002 plan at the
strike price of EUR 3.34. 232,000 options issued under the 2004 plan at the
strike price of EUR 3.72.
32. F ees for services rendered by the statutory auditors Ernst & Young RĂŠviseurs dâ&#x20AC;&#x2122;Entreprises S.C.R.L, auditor of the statutory accounts of IBA S.A., and auditor of the consolidated accounts of IBA, provided the following services during the year: (EUR â&#x20AC;&#x2DC;000) Remuneration for statutory audits & audit of consolidated accounts Tax related services Other services TOTAL
December 31, 2007 415 4 15 434
33. I frs standards and ifric interpretations not anticipated by the group IFRS standards and IFRIC interpretations for which the Group has not anticipated compulsory application after 2007: IAS 23 Borrowing costs A revised IAS 23 Borrowing costs was issued in March 2007, and becomes effective for financial years beginning on or after 1 January 2009. The standard has been revised to require capitalisation of borrowing costs when such costs relate to a qualifying asset. A qualifying asset is an asset that necessarily takes a substantial period of time to get ready for its intended use or sale. In accordance with the transitional requirements in the Standard, the Group will adopt this as a prospective change. Accordingly, borrowing costs will be capitalised on qualifying assets with a commencement date after 1 January 2009. No changes will 86 | IBA Annual report 2007
be made for borrowing costs incurred to this date that have been expensed. IFRIC 12 Service concession arrangements IFRIC Interpretation 12 was issued in November 2006 and becomes effective for annual periods beginning on or after 1 January 2008. This Interpretation applies to service concession operators and explains how to account for the obligations undertaken and rights received in service concession arrangements. No member of the Group is an operator and hence this Interpretation will have no impact on the Group.
IFRS consolidated financial statements for the year ended December 31, 2007
IFRIC 13 Customer loyalty programmes IFRIC Interpretation 13 was issued in June 2007 and becomes effective for annual periods beginning on or after 1 July 2008. This Interpretation requires customer loyalty award credits to be accounted for as a separate component of the sales transaction in which they are granted and therefore part of the fair value of the consideration received is allocated to the award credits and deferred over the period that the award credits are fulfilled. The Group expects that this interpretation will have no impact on the Group’s financial statements as no such schemes currently exist. IFRIC 14 IAS 19 - The limit on a defined Benefit asset, minimum funding requirements and their interaction IFRIC Interpretation 14 was issued in July 2007 and becomes effective for annual periods beginning on or after 1 January 2008. This Interpretation provides guidance on how to assess the limit on the amount of surplus in a defined benefit scheme that can be recognized as an asset under IAS 19 Employee Benefits. This Interpretation will have no impact on the financial statements as far the Group doesn’t have any defined benefit schemes at this stage. Ifrs 2 share-based payments – vesting conditions and cancellations This amendment to IFRS 2 Share-based payments was published in January 2008 and becomes effective for financial years beginning on or after 1 January 2009. The Standard restricts the definition of “vesting condition” to a condition that includes an explicit or implicit requirement to provide services. Any other conditions are non-vesting conditions, which have to be taken into account to determine the fair value of the equity instruments granted. In the case that the award does not vest as the result of a failure to meet a non-vesting condition that is within the control of either the entity or the counterparty, this must be accounted for as a cancellation. The Group has not entered into share-based payment schemes with non-vesting conditions attached and, therefore, does not expect significant implications on its accounting for share-based payments.
IFRS 3R Business combinations and ias 27r consolidated and separate financial statements The revised standards were issued in January 2008 and become effective for financial years beginning on or after 1 July 2009. IFRS 3R introduces a number of changes in the accounting for business combinations that will impact the amount of goodwill recognized, the reported results in the period that an acquisition occurs, and future reported results. IAS 27R requires that a change in the ownership interest of a subsidiary is accounted for as an equity transaction. Therefore, such a change will have no impact on goodwill, nor will it give raise to a gain or loss. Furthermore, the amended standard changes the accounting for losses incurred by the subsidiary as well as the loss of control of a subsidiary. The changes introduced by IFRS 3R and IAS 27R must be applied prospectively and will affect future acquisitions and transactions with minority interests. IAS 1 Revised presentation of financial statements The revised IAS 1 Presentation of Financial Statements was issued in September 2007 and becomes effective for financial years beginning on or after 1 January 2009. The Standard separates owner and non-owner changes in equity. The statement of changes in equity will include only details of transactions with owners, with all non-owner changes in equity presented as a single line. In addition, the Standard introduces the statement of comprehensive income: it represents all items of incomes and expense recognized in profit or loss, together with all other items of recognized income and expense, either in one single statement, or in two linked statements. The Group is still evaluating whether it will have one or two statements. Amendments to IAS 32 and IAS 1 Puttable Financial Instruments Amendments to IAS 32 and IAS1 were issued in February 2008 and become effective for annual periods beginning on or after 1 January 2009. The amendment to IAS 32 requires certain puttable financial instruments and obligations arising on liquidation to be classified as equity if certain criteria are met. The amendment to IAS1 requires IBA Annual report 2007 | 87
disclosure of certain information relating to puttable instruments classified as equity. IBA does not expect these amendments to impact the financial statements of the Group. IFRS 8 Operating segments IFRS 8 was issued in November 2006 and is
effective for annual periods beginning on or after January 1, 2009. The Standard requires adoption of the same approach to presenting segmental information in the notes to the financial statements as is used by management for internal reporting purposes. IBA does not expect these amendments to impact the financial statements of the Group.
34. Events after the balance sheet date On January 14, 2008, IBA took a 10-percent stake in PetroBeam, Inc. of Raleigh, North Carolina, by subscribing to a capital increase and warrants allowing it to raise its holding to around 20 percent at a future stage. The total investment is approximately USD 6 million. PetroBeam, Inc. is a technology development company engaged in research and development of a patent pending method that uses an electron beam accelerator to process and upgrade crude oil (bitumen and heavy oil) and enhance refining operations. This technology is called the PetroBeam™ process.
On February 7, 2008, IBA signed a letter of intent with Archade to develop a new hadron therapy system prototype in Caen, France. This new center will be built around a new type of highly sophisticated 400 MeV (million electron volt) supraconducting isochronic cyclotron that can accelerate carbon ions in addition to protons. On March 13, 2008, IBA announced that it had received authorization from the British government to begin production at its new PET (Positron Emission Tomography) radiopharmaceutical plant in Guildford, Surrey, U.K.
35. Earnings per share 35.1 Basic earnings Basic earnings per share are calculated by dividing the net profit attributable to equity holders of the Group by the weighted average number of ordinary shares outstanding during the period. The weighted average number of ordinary shares excludes shares purchased by the Company and held as treasury shares. Basic earnings per share
December 31, 2007
December 31, 2006
25,682,274
25,249,108
Profit attributable to equity holders of the Group (EUR ‘000) Basic earnings per share from continuing and discontinued operations (EUR per share)
13,930 0.54
30,007 1.19
Earnings from continuing operations attributable to equity holders of the Group (EUR ‘000) Weighted average number of ordinary shares Basic earnings per share from continuing operations (EUR per share)
13,929
31,513
25,682,274 0.54
25,249,108 1.25
1
-1,524
25,682,274 0
25,249,108 -0.06
Weighted average number of ordinary shares
Earnings from discontinued operations attributable to equity holders of the Group (EUR ‘000) Weighted average number of ordinary shares Basic earnings per share from discontinued operations (EUR ‘000) 88 | IBA Annual report 2007
IFRS consolidated financial statements for the year ended December 31, 2007
35.2 Diluted earnings Diluted earnings per share are calculated by adjusting the weighted average number of ordinary shares outstanding for the effects of conversion of all dilutive potential ordinary shares. The Company has only one category of dilutive potential ordinary shares: stock options. The calculation is performed for the stock options to determine the number of shares that could have been acquired at fair value (determined as the average annual market share price of the Company’s shares) based on the monetary value of the subscription rights attached to outstanding stock options. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the stock options. Diluted earnings per share
December 31, 2007
December 31, 2006
25,682,274 1,789,081 21.64 1,334,946 27,017,220
25,249,108 1,731,892 11.93 1,195,807 26,444,915
Profit attributable to equity holders of the Group (EUR ‘000) Diluted earnings per share from continuing and discontinued operations (EUR per share)
13,930 0.52
30,007 1.13
Earnings (loss) from continuing operations attributable to equity holders of the Group (EUR ‘000) Diluted earnings per share from continuing operations (EUR per share)
13,929
31,513
0.52
1.19
1
-1,524
0
-0.06
Weighted average number of ordinary shares Weighted average number of stock options Average share price over period Dilution effect from weighted number of stock options Weighted average number of ordinary shares for diluted earnings per share
Earnings from discontinued operations attributable to equity holders of the Group (EUR ‘000) Diluted earnings per share from discontinued operations (EUR ‘000)
IBA Annual report 2007 | 89
Auditorâ&#x20AC;&#x2122;s report on the consolidated financial statements
90 | IBA Annual report 2007
IFRS consolidated financial statements for the year ended December 31, 2007
IBA Annual report 2007 | 91
92 | IBA Annual report 2007
IBA Annual report 2007 | 93
94 | IBA Annual report 2007
Bilan
IBA S.A. Annual financial statements after appropriation IBA S.A. financial statements are presented in a condensed version. In accordance with company Law, the full set of financial statements and the auditorâ&#x20AC;&#x2122;s report are filed with the National Bank of Belgium. These documents can also be obtained on request from IBA headquarters in Belgium. Assets (EUR â&#x20AC;&#x2DC;000) Fixed assets Formation expenses Intangible fixed assets Tangible fixed assets Land and buildings Plant, machinery and equipment Furniture and vehicles Leases and similar rights Assets under construction and advance payments Financial assets Affiliated companies Other companies Other financial assets Current assets Accounts receivable after one year Inventories and contracts in progress Inventories Contracts in progress Amounts receivable within one year Trade debtors Other amounts receivable Investments Cash at bank and in hand Deferred charges and accrued income TOTAL ASSETS
2007
2006
2005
193,876 0 801 6,368 879 107 1,251 3,889 242 186,707 185,614 0 1,093 276,022 344 190,898 10,980 179,918 50,787 46,705 4,082 3,000 29,817 1,176 469,898
179,478 0 884 3,457 635 45 862 1,812 103 175,137 172,393 0 2,744 182,807 1,342 121,610 11,385 110,225 24,748 22,740 2,008 33,261 669 1,177 362,285
307,383 0 1,070 3,157 625 82 550 1,900 0 303,156 302,499 311 346 135,715 202 87,391 15,893 71,498 25,327 20,517 4,810 15,976 5,882 937 443,098
IBA Annual report 2007 | 95
Liabilities and equity (eur ‘000) Shareholders’ equity Capital Additional paid-in capital Reserves Legal reserve Untaxed reserves Retained earnings Capital grants Provisions and deferred taxes Creditors Amounts payable after one year Financial debts Advances received on contracts in progress Other amounts payable Amounts payable within one year Current portion of amounts payable after one year Financial debts Trade debts Advances received on contracts in progress Current tax and payroll liabilities Other amounts payable Accrued charges and deferred income TOTAL LIABILITIES Income statement (EUR ‘000) Operating income Operating expenses (-) Raw materials, consumables, and goods for resale Services and other goods Salaries, social security, and pensions Depreciation and write-offs on fixed assets Increase/(decrease) in write-downs on inventories, Provisions for liabilities and charges Other operating expenses Operating Profit/(Loss) Financial income Income from financial assets Income from current assets Other financial income Financial expenses (-) Interest expense Other financial charges Profit/(loss) on ordinary activities before taxes Extraordinary income (+) Gain on sale of fixed assets Extraordinary expenses (-) Amounts written off financial fixed assets Other extraordinary expenses Profit/(Loss) for the period before taxes Income taxes (-) (+) Profit for the period (+) Transfer to tax free reserves (-) Profit/(loss) for the period available for appropriation
96 | IBA Annual report 2007
2007
2006
2005
152,780 36,215 115,198 989 786 203 217 161 1,940 315,178 142,937 2,126 88,375 52,436 171,074 4,337 0 44,933 102,229 4,092 15,483 1,167 469,898
150,124 35,747 200,898 745 542 203 -87,435 169 3,781 208,380 71,789 870 19,546 51,373 135,402 4,562 0 16,238 102,674 2,334 9,594 1,189 362,285
148,040 34,883 198,887 745 542 203 -86,664 189 3,617 291,441 241,107 1,075 59,318 180,714 49,943 3,698 3 814 10,279 24,892 2,155 5,105 391 443,098
2007
2006
2005
112,102 -112,649 -54,104 -28,686 -20,309 -8,954 973 1,840 -3,409 -547 4,998 0 2,353 2,645 -5,313 -1,490 -3,823 -862 5,735 5,735 -1 0 -1 4,872 0 4,872 0 4,872
67,798 -66,151 -21,191 -22,653 -15,658 -4,822 -341 -163 -1,323 1,647 10,634 7,608 1,224 1,802 -9,846 -3,510 -6,336 2,435 0 0 -3,207 -199 -3,008 -772 0 -772 0 -772
62,054 -62,055 -19,309 -17,285 -15,596 -5,129 -1,715 -1,843 -1,178 -1 12,648 531 495 11,622 -19,853 -4,165 -15,688 -7,206 314 314 -855 0 -855 -7,747 -10 -7,757 0 -7,757
IBA S.A. Financial statements after appropriation
Appropriation of results (EUR ‘000) Loss to be appropriated (-) Profit for the period available for appropriation Loss carried forward (-) Transfers to capital and reserves Transfer from capital and share premium account Transfer from reserves Appropriations to capital and reserves Appropriation to capital and share premium account Appropriation to legal reserve Appropriation to other reserves Profit/(loss) to be carried forward Profit to distribute Dividends
Statement of capital
Capital 1. Issued capital At the end of the previous financial year Changes during the financial year At the end of the financial year 2. Structure of the capital 2.1. Categories of shares • Ordinary shares without designation of face value • Ordinary shares without designation of face value with VVPR strip 2.2. Registered or bearer shares • Registered shares • Bearer shares Own shares held by • The Company itself • Its subsidiaries Share issue commitments Following exercise of share options • Number of outstanding share options • Amount of capital to be issued Maximum number of shares to be issued Amount of non-issued authorized capital
2007
2006
2005
-82.564 4.872 -87.436 87,436 87,436
-87.436 -772 -86.664
-86.664 -7.757 -78.907
-87,436
-86,664
Amount (EUR ‘000)
Number of shares
35,749 466 36,215
335,184
20,507 15,707
14,734,590 11,065,662
244 244 216 4,412 4,412
8,471,261 17,328,991
503
358,692
2,380,260 3,323 2,380,260 23,561
IBA Annual report 2007 | 97
98 | IBA Annual report 2007
General information Corporate name
Capital stock
Ion Beam Applications S.A., abbreviated IBA.
At December 31, 2007, IBA’s capital stock was valued at EUR 36,214,807.18 and consisted of 25,800,252 fully paid shares with no par value, including 11,065,662 shares with VVPR strips.
Registered office Chemin du Cyclotron, 3 B-1348 Louvain-la-Neuve (Belgium). Company No. 428 750 985.
Date, form, and period of incorporation IBA was incorporated for an indefinite period on March 28, 1986 as a société anonyme under Belgian law. It is a listed corporation pursuant to article 4 of Belgium’s Code des Sociétés (Corporate Code).
Corporate purpose (article 3 of the articles of incorporation) The purpose of the Company is to engage in research and development and to acquire intellectual property rights with a view to the exploitation, fabrication, and marketing of applications and equipment in the field of applied physics. It may engage in any and all securities, real-estate, financial, commercial, and industrial operations that are directly or indirectly related to its corporate purpose. It may acquire an interest, by contribution, merger, purchase of shares, or any other means, in companies, partnerships, or corporations whose purpose is similar, analogous, related, or useful to the achievement of its corporate purpose in whole or in part.
Consultation of corporate documents The Company’s statutory and consolidated statements are filed with the National Bank of Belgium. Copies of the Company’s consolidated articles of incorporation, its annual and semi-annual reports, and all other shareholder documentation may be obtained at the Company’s website (www.ibaworldwide.com) or by shareholder request to the Company’s registered office.
In June 2000, the Company issued 427,000 stock options for Group employees (“2000 Plan”). Of these options, 185,778 were canceled by notarial act on July 9, 2002, and 74,074 were canceled by notarial act on July 13, 2004. Most of these stock options allow the beneficiary to purchase a new share at EUR 24.90 following certain procedures during specific periods between June 1, 2001 and February 28, 2009. At December 31, 2007, 167,148 of the 2000 Plan stock options remained outstanding. None of these options has been exercised to date. In October 2001, the Company issued 500,000 stock options for Group employees (“2001 Plan”). Of these options, 121,100 were canceled by notarial act on July 9, 2002, and 118,375 were canceled by notarial act on July 13, 2004. Most of these stock options allow the beneficiary to purchase a new share at EUR 12.60 following certain procedures during specific periods between December 1, 2002 and December 31, 2010. The following options were exercised in 2007: 82,550 by notarial act of January 15, 2007; 20,050 by notarial act of April 17, 2007; 10,500 by notarial act of July 17, 2007, and 3,350 by notarial act of October 16, 2007. At December 31, 2007, 126,325 of the 2001 Plan stock options remained outstanding. In September 2002, the Company issued 3,000,000 stock options for Group employees (“2002 Plan”). Of these options, 167,650 were canceled by notarial act on June 17, 2003; 991,750 were canceled by notarial act on July 13, 2004, and 474,220 were canceled by notarial act on July 11, 2005. Most of these stock options allow IBA Annual report 2007 | 99
the beneficiary to purchase a new share at EUR 3.34 following certain procedures during specific periods between December 1, 2003 and August 31, 2012. The following options were exercised in 2007: 118,180 by notarial act of January 15, 2007; 43,280 by notarial act of April 17, 2007; 56,636 by notarial act of July 17, 2007, and 640 by notarial act of October 16, 2007. At December 31, 2007, 335,291 of the 2002 Plan stock options remained outstanding. In October 2004, the Company issued 1,000,000 stock options for Group employees (“2004 Plan”). Of these options, 500,000 were given free of charge to employees of IBA and its Belgian subsidiaries and Specific Persons subject to the Belgian Employment Action Plan Act of March 26, 1999 (“free stock options”). Another 500,000 of these options were offered at 4 percent of the strike price to employees and Specific Persons not subject to the Belgian Employment Action Plan Act of March 26, 1999 (“purchasable stock options”). This segment was intended essentially for employees and Specific Persons associated with subsidiaries of IBA S.A. in countries outside Belgium, where stock options are taxed when they are exercised rather than when they are granted. In order to distribute the impact of the tax burden on beneficiaries subject the Belgian Employment Action Plan Act, instead of giving these stock options away, the Company issued them at a price approximately equal to the marginal tax rate burden for beneficiaries subject to the Act. Of the total offering, 496,000 free stock options were accepted, and 390,000 purchasable options were purchased. Consequently, 4,000 options were canceled by notarial act on December 22, 2004. These stock options allow the beneficiary to purchase a new share at EUR 3.72 following certain procedures during specific periods between December 1, 2007 and September 30, 2010. At December 31, 2007, a total of 886,000 of the 2004 Plan stock options remained outstanding. In October 2005, the Company issued 90,000 stock options for Group employees (“2005 Plan”). All of the stock options were accepted. They allow the beneficiary to purchase a new share at EUR 6.37 following certain procedures during specific 100 | IBA Annual report 2007
periods between December 1, 2008 and September 30, 2011. None of these options has been exercised to date. In October 2006, the Board of Directors of IBA S.A. decided to issue 575,000 stock options for Group employees (“2006 Plan”). The offering was distributed in much the same way as for the 2004 Plan. As recorded by notarial act on December 22, 2006, of the 332,000 free stock options, 287,500 had been accepted, and of the 243,000 purchasable stock options, 149,750 had been purchased. Consequently, the Board of Directors canceled 44,500 free stock options. At December 31, 2007, there were 437,250 stock options from this plan. In October 2007, the Board of Directors of IBA S.A. decided to issue 450,000 stock options for Group employees (“2007 Plan”). The offering was distributed in much the same way as for the 2004 Plan. As recorded by notarial act on December 20, 2007, of the 259,000 free stock options, 219,788 had been accepted, and of the 191,000 purchasable stock options, 118,458 had been purchased. Consequently, the Board of Directors canceled 39,212 free stock options. At December 31, 2007, there were 338,246 stock options from this plan. A total of 2,380,260 stock options are issued and outstanding. All stock options may be exercised in the event of a takeover bid for IBA or of a capital increase with preferential rights.
Authorized capital The Extraordinary General Meeting of May 10, 2006 authorized the Board of Directors to increase the Company’s capital through one or more stock offerings up to a maximum of EUR 25,000,000. This authorization is valid for five years from the date of publication in the Moniteur Belge of the decision of the Extraordinary General Meeting of May 10, 2006; that is, until May 29, 2011. At December 31, 2007, following the launching of the 2007 stock options plan, the authorized capital was valued at EUR 23,561,092.50.
General information
Patents and technologies IBA is careful to patent all aspects of its technology for which a patent provides a commercial advantage.
IBA also licenses patents from third parties and pays royalties on them, as in the case of the Rhodotron®.
Licensing and cooperation agreements In addition, the Company has maintained the secrecy of a significant portion of its know-how that is unpatentable or for which the Company believes secrecy is more effective than publication in a patent application. More fundamentally, the Company believes that the best way to protect itself from its competitors is not by patenting its inventions, but by maintaining its technological lead.
IBA has licensing agreements involving various aspects of its technology. Listing and explaining the nature and terms of these agreements is beyond the scope of this annual report. Technologies licensed under these agreements include those involved in the cyclotron, the Rhodotron®, and several components of the Company’s proton therapy installations.
Five-year capital history Operation
shares
Capital (in EUR )
Movement
Total
Change (∆)
Total
14/11/04 Exercise of 1998 Stock options plan
+ 1,125
24,528,843
+ 4,826
34,138,937
09/03/04 Exercise of 1998 Stock options plan
+ 106,120
24,634,963
+ 455,255
34,594,192
13/07/04 Exercise of 2002 Stock options plan
+ 5,700
24,640,663
+ 7,933
34,602,125
08/10/04 Exercise of 2002 Stock options plan
+1,790
24,642,453
+2,491
34,604,616
23/03/05 Exercise of 2002 Stock options plan
+ 200,000
24,842,453
+ 278,340
34,882,956
17/02/06 Exercise of 2002 Stock options plan
+350,000
25,192,453
+ 487,095
35,370,051
18/04/06 Exercise of 2002 Stock options plan
+7,930
25,200,383
+11,036
35,381,087
14/07/06 Exercise of 2002 Stock options plan
+159,823
25,360,206
+222,426
35,603,513
17/10/06 Exercise of 2002 Stock options plan
+87,110
25,447,316
+121,231
35,724,744
17/10/06 Exercise of 2001 Stock options plan
+17,750
25,465,066
+24,555
35,749,299
15/01/07 Exercise of 2001 Stock options plan
+82,550
25,547,616
+114,197
35,863,495
15/01/07 Exercise of 2002 Stock options plan
+118,180
25,665,796
+164,471
36,027,967
17/04/07 Exercise of 2001 Stock options plan
+20,050
25,685,846
+27,737
36,055,703
17/04/07 Exercise of 2002 Stock options plan
+43,280
25,729,126
+60,233
36,115,936
17/07/07 Exercise of 2001 Stock options plan
+10,500
25,739,626
+14,525
36,130,461
17/07/07 Exercise of 2002 Stock options plan
+56,636
25,796,262
+78,820
36,209,282
16/10/07 Exercise of 2001 Stock options plan
+3,350
25,799,612
+4,634
36,213,916
16/10/07 Exercise of 2002 Stock options plan
+640
25,800,252
+891
36,214,807
IBA Annual report 2007 | 101
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102 | IBA Annual report 2007
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IBA Annual report 2007 | 103
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104 | IBA Annual report 2007
IBA Contact Paul-Emmanuel Goethals Director, Corporate Business Development & Investor Relations Tel. : +32 10 47 58 16 E-mail : paul-emmanuel.goethals@iba-group.com Version française disponible sur demande. Ion Beam Applications, S.A. Chemin du Cyclotron, 3 1348 Louvain-la-Neuve, Belgium Tel. : +32 10 47 58 11 – Fax : +32 10 47 58 10 RPM Nivelles – VAT BE 428.750.985 E-mail : info-worldwide@iba-group.com Website : www.iba-worldwide.com Published by IBA S.A., Chemin du Cyclotron, 3 1348 Louvain-La-Neuve, Belgium.
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106 | IBA Annual report 2007
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