Annual Report • Mar 1, 2011
Annual Report
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| Page | |
|---|---|
| Report of the Board of Directors |
3 |
| Corporate governance |
9 |
| Consolidated statement of comprehensive income |
13 |
| Consolidated balance sheet |
14 |
| Consolidated statement of changes in shareholders' equity |
15 |
| Consolidated cash flow statement |
16 |
| Notes to the consolidated financial statements |
17 |
| Key ratios |
34 |
| Shares and shareholders |
35 |
| Formulas for the key ratios |
37 |
| Parent company income statement |
37 |
| Parent company balance sheet |
38 |
| Parent company cash flow statement |
38 |
| Notes to the parent company's financial statements |
39 |
| Board of Directors' dividend proposal |
45 |
| Signatures to the financial statements |
45 |
| Auditor's report |
46 |
For Biohit, 2010 was the best year in the company's history in terms of net sales growth, and the third consecutive year of profitable operations. It was also a year of major changes. Growing internationalisation and increasing competition prompted Biohit to rethink and revise its strategy, operating model, and organisation.
The demand for Biohit's products perked up at the end of 2009 and continued throughout 2010. Market recovery also drove our performance: net sales grew by 13.2 per cent from the previous year to EUR 40.0 million. This growth could be partly attributed to post-recession investment activity but also to a genuine increase in demand. The diagnostics business was able to grow its sales by 23.7 per cent. The liquid handling business also saw strong sales development – 12.7 per cent.
The maintenance business grew by 7.6 per cent during the year. The company believes the maintenance and calibration service business continues to offer good growth potential and we have therefore identified it as one of our strategic growth areas. Maintenance also represents an important interface with end-users.
The operating result of EUR 0.5 million recorded in 2010 failed to reach the previous year's level. Profitability was reduced by the costs arising from the expansion of our international sales organisation, and costs from the Acetium launch, as well as costs arising from higher freight and raw material expenses.
| 1-12/ | 1-12/ | Change | 1-12/ | |
|---|---|---|---|---|
| 2010 | 2009 | % | 2008 | |
| Net sales, MEUR |
40.0 | 35.4 | 13.2 | 35.1 |
| Operating profit/loss, EUR million |
0.5 | 1.2 | -57.4 | 1.3 |
| % of net sales |
1.3% | 3.4% | 3.7% | |
| Profit/loss before taxes |
0.4 | 0.7 | -42.0 | 1.0 |
| Profit/loss for the period |
0.1 | 0.4 | -84.3 | 0.9 |
| Investments, gross, EUR million |
2.6 | 2.4 | 5.3 | 1.2 |
| % of net sales |
6.4% | 6.9% | 3.5% | |
| R&D expenditure, EUR million |
2.5 | 2.4 | 4.6 | 2.0 |
| % of net sales |
6.4% | 6.8% | 5.8% | |
| Average number of personnel |
412 | 370 | 11.5 | 369 |
| Number of personnel at |
||||
| end of period |
431 | 383 | 12.4 | 360 |
| Equity ratio, % |
44.5% | 46.8% | 46.5% | |
| Earnings per share, EUR |
0.00 | 0.03 | -84.3 | 0.07 |
| Shareholders' equity per |
||||
| share, EUR |
1.01 | 0.99 | 2.0 | 0.97 |
| Average number of shares |
||||
| during the period |
12,937,627 | 12,937,627 | 0 | 12,937,627 |
| Number of shares at |
||||
| end of period |
12,937,627 | 12,937,627 | 0 | 12,937,627 |
Biohit reports on its business segments, which are the liquid handling and diagnostics businesses. In addition, the company reports its net sales by main market area.
In the reporting period, the Biohit Group's net sales were up 13.2 per cent on the corresponding period in 2009, totalling EUR 40.0 million (EUR 35.4 million). International operations accounted for 95.6 per cent (95.8%) of net sales
The operating profit for the period amounted to EUR 0.5 million (EUR 1.2 million) and profit before taxes to EUR 0.4 million (EUR 0.7 million). Earnings per share were EUR 0.00 (EUR 0.03).
The trend in net sales outperformed expectations during the period. Growth was boosted by the fact that net sales in the comparison period were lower than usual. Net sales have grown in all the main market areas, particularly Asia and North America.
Profitability in the reporting period was weakened by the investments made to strengthen the sales and marketing organisation, and the costs associated with the launch of the Acetium capsule. The result for the period was improved by currency exchange gains allocated to financial items.
Sales and maintenance of liquid handling products accounted for 94.4 per cent of net sales during the reporting period. The liquid handling business generated net sales of EUR 37.8 million during the period (EUR 33.6 million) with maintenance services accounting for 18.1 per cent (18.9%). Net sales in the diagnostics business totalled EUR 2.2 million (EUR 1.8 million), with Acetium sales representing 4.3 per cent (0.0%). The liquid handling business grew by 12.7 per cent and the diagnostics business by 23.7 per cent.
The operating profit of the liquid handling business amounted to EUR 3.4 million (EUR 3.2 million), while the operating loss of the diagnostics business totalled EUR 2.9 million (loss EUR 2.0 million).
The increase in fixed costs before any net sales growth can be attributed to the new product launches in the diagnostics business.
| 1-12 2010 | 1-12 2009 |
||
|---|---|---|---|
| MEUR | MEUR | Change % |
|
| Liquid Handling |
37.8 | 33.6 | 12.7% |
| Diagnostics | 2.2 | 1.8 | 23.7% |
| Total | 40.0 | 35.4 | 13.2% |
| 1-12 2010 | 1-12 2009 |
||
|---|---|---|---|
| MEUR | MEUR | Change % |
|
| Liquid Handling |
3.4 | 3.2 | 4.2% |
| Diagnostics | -2.9 | -2.0 | -40.1% |
| Total | 0.5 | 1.2 | -57.3% |
| Net sales, MEUR |
1-12/2010 | 1-12/2009 | Change % |
|---|---|---|---|
| Europe | 20.8 | 19.4 | 7.2% |
| America | 7.6 | 6.2 | 23.4% |
| Asia | 6.2 | 4.7 | 31.6% |
| Other | 5.4 | 5.1 | 6.5% |
| Group, total |
40.0 | 35.4 | 13.2% |
Net sales in the reporting period were up by 13.2%, and measured in comparable currencies the net sales growth was 9.6%. Changes in currency exchange rates did not have a material impact on results. Biohit reports the impact of exchange rates on intra-Group items under financial items, which in the reporting period included EUR 0.5 million in exchange rate changes with a positive impact on results.
On 31 December 2010, the balance sheet total was EUR 29.4 million (EUR 27.4 million) and the equity ratio was 44.5 per cent (46.8%).
Cash flow in the reporting period was EUR -0.0 million (EUR 0.3 million). Net cash flow from operating activities amounted to EUR 2.0 million (EUR 2.8 million). At the end of the period, the Group's liquid assets totalled EUR 2.2 million (EUR 2.0 million on 31 December 2009). The current ratio was 2.2 (1.4). The increase in the current ratio was caused by the termination of the EUR 4.05 million convertible bond, issued in 2005 and maturing in October 2010, and the issue of a new, corresponding convertible bond. In the future, stronger efforts will be made to use cash flows generated by the business to finance investments.
Research and development expenditure during the reporting period amounted to EUR 2.5 million (EUR 2.4 million), representing 6.4% of net sales (6.8%). EUR 0.6 million (EUR 0.4 million) in development expenditure was capitalised during the period.
Gross investments during the reporting period totalled EUR 2.6 million (EUR 2.4 million) or 6.4 per cent of net sales (6.9%). Investments were primarily made in production technology in Kajaani, increasing the production capacity of disposable pipette tips.
During the period, the average number of personnel employed by the Group was 412 (370) of whom 192 (174) were employed by the parent company and 220 (196) by the subsidiaries. The number of personnel has increased particularly in the Asian units due to new actions taken.
On 27 January 2011, the Board of Directors of Biohit adopted Biohit's risk management policy in which the Group's risks are divided into business risks (including risks associated with business operations), financial risks (including liquidity and interest rate risks), operational risks, and loss risks. The company manages these risks and makes every effort to minimise their impact as cost-efficiently as possible. The company reports the key risks affecting the calendar year under 'Short-term risks and uncertainty factors'.
Business operations in 2011 involve material risks: both business risks and financial risks.
Costs arising from the Group's business growth represent the most essential risk associated with the Group's business operations. Although the Group's net sales grew significantly in 2010, the proportion of fixed costs has also grown considerably. The Group's business development and new product launches require continuous investments that also represent a challenge in terms of the Group's financial position. In 2011, the company will pay special attention to operational efficiency and to improving the Group's operating result.
Growth in the diagnostics business is a key requirement for strengthening the entire Group's operating conditions. Long-term failure to meet these growth expectations might also result in a EUR 2.6 million impairment of goodwill associated with the diagnostics products. The company has taken determined measures to strengthen the diagnostics business: the sales and marketing organisations of liquid handling and diagnostics products have been combined, product commercialisation plans have been clarified, and decisions have been made to prioritise certain market areas. Consequently, the company estimates that the significance of the risks associated with the diagnostics business development and previously reported risks has not grown.
The company conducts a large part of its business in currencies other than the euro; therefore the strengthening of the euro could have a negative impact on the company's profitability. Exchange rate fluctuations related to intra-Group receivables are recorded under financial items. A significant amount of these exchange rate changes have not materialised due to the subsidiaries' weak liquidity, which is why the strengthening of the euro could have a negative impact on results. During the first quarter of this year, the company will take the necessary measures to minimise the impact of this currency exchange rate risk. The company hedges against the currency risks associated with external receivables by making procurements in currencies other than the euro and by making every effort to build a cost structure in which a significant proportion of fixed costs are in non-euro currencies.
For Biohit's business, the previous two years have been quite exceptional. The recession and the period of growth that followed the recession represent uncertainty factors that complicate forecasts for market development this year. Investment in research and development has clearly been stepped up in some market areas.
The company expects to see sustained growth in the liquid handling business this year, with growth being generated by the Asian units in particular. Furthermore, the arrangements made in the North American distribution network provide good potential for strong sustained growth in the North American markets.
The recession has not affected the diagnostics business development in the same way it affected the growth in the liquid handling business. In 2010, Biohit invested heavily in domestic markets and expects these investments to produce results in 2011. Similarly, shifting the focus more towards foreign markets gives good reason to assume that the growth in the diagnostics business will continue this year. The majority of the net sales is expected to come from the sale of diagnostic tests. The net sales growth generated by Acetium depends materially on whether or not co-operation with bigger players leads to its international distribution.
The Group's total net sales are expected to grow by more than 10% this year, and the total operating result is expected to account for approximately 5% of net sales. However, positive development in net sales will only emerge after the first quarter.
Biohit began a major strategy revision in June 2010. The cornerstones of the strategy until 2013 are a process-driven operating model, customer focus, and operational efficiency. Customer focus will be reflected in new product development and will translate into a stronger market presence.
The short-term objective is to reach a profitable growth of more than 10 per cent annually, and to raise the total operating result to approximately 5 per cent of total net sales in 2011.
The medium-term objective is to grow total net sales to EUR 70 million in 2013.
The net sales target for the liquid handling business for 2013 is EUR 50 million, representing an annual growth of more than 10 per cent. Our objective is to be the leading electronic pipette manufacturer in all market areas globally. We particularly seek to gain a stronger position in the North American, South American, and Asian markets. To reach these goals, we must ensure the following:
Strong sales growth is sought particularly in the diagnostics business. The net sales target for 2013 is EUR 20 million, which means an annual growth of more than 80 per cent. Key means to achieving this target include:
Biohit's liquid handling business develops, manufactures, and markets laboratory equipment and accessories for the pharmaceutical, food, and other industries. Biohit's products are also used in research institutions, universities, and hospitals. The product range includes mechanical and electronic pipettes as well as disposable tips. While the majority of the products are marketed under the Biohit brand, the company also manufactures customised OEM (original equipment manufacturer) products that complement the diagnostic test and analysis systems of many global companies. In addition, the company offers maintenance, calibration, and training services for liquid handling products through its distributor network.
| Liquid Handling |
2010 | 2009 | 2008 | 2007 | 2006 |
|---|---|---|---|---|---|
| Net sales, MEUR |
37.8 | 33.6 | 33.6 | 31.1 | 29.5 |
| Change from the |
|||||
| previous year, % |
12.7% | -0.1% | 7.1% | 5.2% | 8.9% |
| Operating result, MEUR |
3.4 | 3.2 | 3.7 | 2.5 | 2.2 |
| Change from the |
|||||
| previous year, % |
4.2% | -12.0% | 34.2% | 11.4% | -1.9% |
| Operating result, % |
8.9% | 9.6% | 10.9% | 8.7% | 7.5% |
In 2010, sales developed favourably in the liquid handling business in all product groups. Net sales were up by 12.7% on the previous year. After the recession, pipette sales showed particularly good development and the highest year-on-year growth. Growth was particularly strong in Asia, but sales picked up in North America, too.
During the year, Biohit placed special emphasis on the marketing and sales of disposable pipette tips. In addition, the company expanded its own sales network in the growing Asian markets and strengthened its distributor network in several countries, including Turkey, Italy, Spain, and Australia. The company also enhanced its co-operation with major partners, and focused on marketing directed at end-customers.
Biohit's diagnostics business develops, manufactures, and markets tests and analysis systems for the diagnosis and prevention of diseases of the gastrointestinal tract. The tests and systems are based on innovations and reliable research data. The product range includes GastroPanel examinations and ColonView quick tests for primary healthcare; lactose intolerance and Helicobacter pylori quick tests for specialised healthcare; and instruments and analysis systems for laboratories. The company also markets GastroPanel laboratory analysis packages. In addition to GastroPanel test kits, this package includes liquid handling products, instruments, and software, as well as installation, training, and maintenance services. The GastroPanel laboratory concept is geared towards facilitating the efficient introduction of GastroPanel examinations. In addition, Biohit's service laboratory offers analyses of tests developed by Biohit, and determination of carcinogenic acetaldehyde in foodstuffs and alcoholic beverages (www.biohit.com/diagnostics/determination-of-acetaldehyde).
The prescription-free Acetium capsule developed by the company reduces the carcinogenic acetaldehyde in the gastrointestinal tract. The International Agency for Research on Cancer, a part of the World Health Organisation (WHO), has classified the acetaldehyde included in and generated endogenously from alcoholic beverages as a Group I carcinogen. The capsule was developed in cooperation with researchers at the University of Helsinki and Biohit's scientific advisors. Acetium is recommended for people suffering from gastric mucosal injury and a functional disorder (atrophic gastritis) caused by a Helicobacter pylori infection or autoimmune disease and the resulting anacidic stomach, as well as for users of anti-acid medication (Proton Pump Inhibitors, H2 blockers) (see www.acetium.com and check your exposure to acetaldehyde).
| Diagnostiikka | 2010 | 2009 | 2008 | 2007 | 2006 |
|---|---|---|---|---|---|
| Net sales, MEUR |
2.2 | 1.8 | 1.5 | 1.7 | 1.9 |
| Change from the previous |
|||||
| year, % |
23.7% | 20.5% | -9.2% | -10.8% | 22.3% |
| Operating result, MEUR |
-2.9 | -2.0 | -2.4 | -2.9 | -2.4 |
| Change from the |
|||||
| previous year, % |
-40.1% | 13.4% | 19.6% | -24.0% | -2.9% |
| Operating result, % |
-127.3% | -112.4% | -156.4% | -176.7% | -127.0% |
Sales in the diagnostics business grew 23.7 per cent year-on-year and consisted primarily of test kit sales.
During the year, Biohit invested in the commercialisation of diagnostic tests. The availability of the GastroPanel examination in Finland improved when Terveystalo, a private healthcare company operating nationwide, included the examination in its service offering.
Biohit also launched a new version of the fecal occult blood (FOB) test ColonView. The new test kit includes a 2-in-1 test cassette, which makes the analysis procedure even easier than before. ColonView can be used, for example, for colorectal cancer screening programmes, and in healthcare centres and private clinics.
In early 2010, Biohit announced its new innovation that helps reduce carcinogenic acetaldehyde in the stomach. The Acetium capsule is classified as medical equipment and it is sold in pharmacies without a prescription. The product was launched for consumers in Finland at the end of May and its sales have not as yet had a significant impact on the net sales for the reporting period. In addition, launch-related costs have weakened the operating result for the period.
In addition to consumer advertising, the company has focused especially on the availability of Acetium in pharmacies during the launch stage. Acetium capsules are distributed nationwide through Tamro Oyj, one of Finland's leading pharmaceutical wholesalers, and are already available in more than 600 pharmacies around the country. However, if the set growth expectations are to be met, it is necessary to continuously invest in marketing targeted at both professionals (physicians, pharmacists) and consumers.
The Annual General Meeting was held on 23 April 2010. A decision was made at the AGM to amend section 5, paragraph 1 of the Articles of Association to state that the Board of Directors consists of 5-7 ordinary members. The AGM appointed Jukka Ant-Wuorinen, Kalle Kettunen, Eero Lehti, Reijo Luostarinen, Mikko Salaspuro, and Osmo Suovaniemi as members of the Board, as well as Ainomaija Haarla, whose term began after the amendment of the Articles of Association entered into force on 14 May 2010.
The AGM appointed authorised public accountants Ernst &Young Oy as the company auditor, with Erkka Talvinko, Authorised Public Accountant, as chief auditor.
A decision was also made to amend section 10, paragraph 1 of the Articles of Association regarding notice of meeting to comply with the new provisions of the Limited Liability Companies Act.
A decision was also made to authorise the Board of Directors to decide on the extension of the convertible bond in accordance with the provisions of chapter 10, section 1 of the Limited Liability Companies Act on the granting of special rights.
Professor Osmo Suovaniemi, founder of Biohit and its long-serving President and CEO, stepped down from his position in June. The company's Board of Directors appointed Jussi Heiniö, 48, LLM, as the new President and CEO as of 10 June 2010. Heiniö has been in Biohit's employ since 1997 and has previously served as VP of Administration and Legal Affairs and deputy CEO. Osmo Suovaniemi has not left the company; instead, he continues to take an active part in the development of business strategies and innovations in his role as Chairman of the Board of Scientific Advisors. In addition, he continued to serve as an ordinary member of Biohit Oyj's Board of Directors.
During 2010, Biohit worked on devising a shared strategy for the entire Group. In connection with this work, the company began the reorganisation of the operating model applied in the liquid handling business in July and in the diagnostics business in October. The composition and the roles and responsibilities of management teams were specified in more detail to enhance the efficiency of business control. In addition, the sales and marketing managements of the liquid handling and diagnostics businesses were merged at the year-end. The new business plans will be communicated and deployed across the entire Group. The objective is to develop the company's business cost-efficiently in a genuinely international direction, by utilising the Group's own resources and large network of subsidiaries.
Biohit's subsidiary in India and a representative office in Singapore launched operations at the beginning of the year. The purpose of these new units is to support Biohit product sales in the growing Asian markets.
More information on the administration of the Biohit Group in 2010 is available in the Corporate Governance Statement 2010.
Biohit Oyj's shares are divided into series A and series B shares. There are 2,975,500 series A shares and 9,962,127 series B shares, making a total of 12,937,627 shares. Series A shares confer 20 votes per share and Series B shares 1 vote per share. The dividend paid for Series B shares is, however, two (2) per cent of the nominal value higher than that paid for Series A shares. The total market capitalisation value (supposing that the market capitalisation value for series A and B shares is equal) at the end of the period was EUR 27.2 million (EUR 19.4 million on 31 December 2009).
Biohit Oyj's series B shares are quoted on NASDAQ OMX Helsinki in the Small cap/Healthcare group under the code BIOBV.
| BIOBV/NASDAQ OMX Helsinki |
1-12/2010 | 1-12/2009 |
|---|---|---|
| High, EUR |
4.91 | 1.90 |
| Low, EUR |
1.50 | 1.27 |
| Average, EUR |
3.42 | 1.55 |
| Closing price, EUR |
2.10 | 1.50 |
| Total turnover, EUR |
32,166,841 | 2,599,021 |
| Total turnover, no. of shares |
9,415,015 | 1,996,489 |
At the end of the reporting period on 31 December 2010, the company had 4,602 shareholders (3,516 on 31 December 2009). Private households held 72.82% (72.93%), companies 23.62% (23.60%), and public sector organisations 2.65% (3.03%) of the shares. Foreign ownership or nominee registrations accounted for 0.86% (0.36%) of shares.
Further information about the shares, major shareholders, and management's shareholdings is available on the company's website at www.biohit.com/investors.
On 3 August 2010, under the authorisation granted at the Annual General Meeting, Biohit Oyj's Board of Directors decided to issue a convertible bond of EUR 4.05 million to Finnish institutional investors. The convertible bond was issued on 28 October 2010. The fixed coupon rate of the bond is 6.5% and it has a maturity of five years. The bond will not be publicly traded.
This new bond replaced Biohit Oyj's earlier convertible bond in the same amount, which matured in October 2010. The issue is part of a set of measures aimed at optimising the company's long-term financing plan.
The issue was chiefly organised by Pohjola Corporate Finance Oy.
After the reporting period, the sale of Acetium began in the highly-populated German market. During the first phase, the product will be marketed mainly through online pharmacies. In Germany, nine million pharmacy customers, or some 18 per cent of all internet users, purchase their pharmaceuticals through an online pharmacy. Online pharmacies are allowed to sell both prescription and nonprescription (OTC) drugs in Germany.
Helsinki, 28 February 2011
Biohit Oyj Board of Directors
Biohit Oyj has prepared this Corporate Governance Statement on the basis of Section 51 of the Corporate Governance Code for listed companies released by the Securities Market Association.
The Corporate Governance Statement has been issued separately from the Report of Biohit Oyj's Board of Directors. The Board of Directors reviewed the Statement in its meeting on 28 February 2011.
The Report of the Board of Directors, the Auditor's Report and the full Corporate Governance Statement are available on Biohit's website at www.biohit.com/investors.
Biohit Oyj is a Finnish public limited company whose Series B share is quoted on NASDAQ OMX Helsinki in the Small cap/Healthcare group. The Biohit Group (hereinafter referred to as 'Biohit') comprises the parent company Biohit Oyj and its foreign subsidiaries, which primarily focus on sales and marketing for Biohit Oyj's products. Biohit is headquartered in Helsinki.
Biohit's administration complies with current legislation, standards and recommendations concerning public listed companies, the regulations of NASDAQ OMX Helsinki Oy, and Biohit Oyj's Articles of Association. Biohit Oyj also follows the Finnish Corporate Governance Code ("corporate governance code") for listed companies that was approved by the Securities Market Association in October 2008 and came into force on 1 January 2009. The Corporate Governance Code is available from www.cgfinland.fi.
The highest decision-making power at Biohit is exercised by its shareholders at the Annual General Meeting. The company's Board of Directors supervises the administration and organisation of the company and the Group's earnings trend. The President and CEO is responsible for the operative management of the company, and he is assisted by two Management Teams.
In 2010, Biohit's Annual General Meeting was held on 23 April 2010 in Helsinki. 2,975,490 Series A shares and 5,125,474 Series B shares were represented at the meeting, corresponding to 62.62% of all the company's shares and 93.04% of the votes. Over half of the members of the Board, all new candidates proposed for Board membership and the chief auditor attended the meeting. Biohit did not hold extraordinary general meetings during the reporting year.
The Board of Directors, which comprises 5-7 members elected by the Annual General Meeting, is responsible for the administration and appropriate organisation of Biohit's business operations. The BOD elects a chairman amongst its members.
The membership commences from the election by the AGM and lasts until the next AGM.
The Board of Directors is responsible for Biohit's administration and appropriate organisation of business operations. The areas of responsibility laid down in the written rules of procedure approved by the Board are as follows:
The decision-making of the BOD is based on the reports drawn up by the operative management concerning the activities and development of the Group and its business areas.
The Chairman is responsible for calling Board meetings and arranging Board activities. In general, the Board convenes once a month, that is, 10–12 times per year. The meeting schedule for the entire term is confirmed in advance. When necessary, Board meetings are held more frequently or by teleconference.
The Board of Directors of Biohit Oyj convened 13 times in 2010 (10 times in 2009) with an average attendance rate of 90% (87%).
The following persons were elected by the 2010 Annual General Meeting to serve as members of Biohit's Board of Directors in 2010:
Reijo Luostarinen, born in 1939, D.Sc. (Econ.), Professor Emeritus
During the year, Reijo Luostarinen served as the Chairman of Biohit Oyj's Board of Directors and Jukka Ant-Wuorinen as the Vice Chairman.
The scope of Biohit's business operations does not require the appointment of an Audit Committee, and no other committees have been appointed to assist the Board.
The President and CEO is responsible for the day-to-day management of the company in accordance with the instructions and regulations given by the Board of Directors. The President and CEO of the parent company is elected by the Board and also acts as Group President. The President and CEO informs the BOD immediately of changes that are of crucial importance to the company and its activities. The terms of the President's employment are laid down in a written contract that is approved by the Board of Directors. The President cannot be elected Chairman of the Board.
Until 9 June 2010, the President and CEO of the company was Board member, Professor Osmo Suovaniemi. As of 10 June 2010, the President and CEO is Jussi Heiniö:
Biohit has two Management Teams, one focusing on the liquid handling business and its development as well as Group-level administration, and the other focusing on the diagnostics business and its development.
Both Management Teams were reorganised in 2010 in line with the Group's new strategy.
As of the beginning of July 2010, the Liquid Handling Management Team's composition and areas of responsibility were as follows: Jussi Heiniö (President & CEO), Erkki Vesanen (Product Portfolio Management), Kalle Härkönen (Operations), Jukka-Pekka Haapalahti (Sales and Marketing), Seppo Riikonen (Quality and Risk Management), Tiina Hankonen (Finance, ICT and HR) and Josefin Hoviniemi (Communications).
The Liquid Handling Management Team convened a total of 20 times in 2010.
As of the beginning of October, the Diagnostics Management Team's composition and areas of responsibility were as follows: Jussi Heiniö (President & CEO), Yrjö E K Wichmann (General Manager until 31.12.2010), Lea Paloheimo (Product Portfolio Management), Kalle Härkönen (Operations), Jukka-Pekka Haapalahti (Sales and Marketing), Terhi Lampén (Marketing), Seppo Riikonen (Quality and Risk Management), Tiina Hankonen (Finance, ICT and HR) and Josefin Hoviniemi (Communications).
The Diagnostics Management Team convened a total of 11 times in 2010.
During the year, members of the Management Teams also included Osmo Suovaniemi (President and CEO until 9 June 2010), Petteri Rehu (Finance, until 31 March 2010), Päivi Siltala (Sales and Marketing, until 26 March 2010), Mikko Patrakka (Sales and Marketing, until 6 May 2010); Marjo Nikulin (diagnostics production, until 30 September 2010) and Tapani Tiusanen (diagnostics instrument and software development, until 30 September 2010). Yrjö Wichmann who was in charge of the diagnostics business resigned from his duties on 31 December 2010 under a joint agreement between Biohit Oyj's Board of Directors and the President and CEO.
The Managing Directors of subsidiaries are responsible for the management of subsidiary operations and report to the President and CEO of the parent company.
The subsidiaries are responsible for the sales and marketing of Biohit's products in their market areas. The subsidiaries' Managing Directors operate under the management and control of the President and CEO.
In 2010, Managing Directors of the subsidiaries were Venkat Rao, (India), Ian Hemmings (UK), Hideaki Mizoguchi, (Japan), Eirik Pettersen, (China), Régis Carnis, (France), Matthias Beuse, (Germany), Victor Peppi, (Russia) and Robert P. Gearty, (US).
Personal data and shareholdings of Biohit's Board of Directors and operative management are available on the Internet at: www.biohit.com/investors.
The Annual General Meeting approves the fees of Biohit Oyj's Board of Directors. A decision was made at the Annual General Meeting of 23 April 2010 to pay a monthly fee of EUR 1,550 to the Chairman of the Board and a monthly fee of EUR 1,300 to other Board members.
Other remuneration to Board members than the Board membership fee are paid based on time charging, and the Board has approved the invoicing principles.
In addition, an employment contract was signed on 10 June 2010 with Board member, Professor Osmo Suovaniemi, under which Suovaniemi is paid a monthly fee approved by the Board of Directors for his services as a strategic advisor to the Board. In 2010, this fee was EUR 14,000 a month in addition to car and phone benefit.
The Board approves the President and CEO's fees and terms of employment. The salary paid to the company's current President and CEO in 2010 was EUR 16,000 a month in addition to car and phone benefit. The term of notice in the President and CEO's employment contract is six months. If the company terminates the contract without grounds specified in the Employment Contracts Act, the President and CEO will be entitled to a severance pay equivalent to 9 months' salary.
The President approves the fees and terms of employment of Management Team members. Biohit's Board of Directors approves the principles of the incentive schemes for Management Team members and the President. Bonuses are determined on the basis of the net sales and earnings trends of each person's area of responsibility. The maximum bonus that can be received depends on each person's monthly salary and can total no more than three month's salary.
No bonus was approved for the President and Management Team members in 2010.
The President and CEO approves the salaries of the subsidiaries' Managing Directors in accordance with the instructions provided by the BOD of Biohit Oyj. Incentives related to profit are dependent on the development of the sales and profitability of various product groups.
Biohit does not employ any incentive schemes that pay management in the company's own shares.
No other notable pension arrangements, beyond those mandated by law, have been made with the Managing Directors of Group companies.
During the financial year ended on 31 December 2010, remuneration paid to the members of the Board of the parent company totalled EUR 104,000 (EUR 87,000 in 2009).
President and CEO's salaries include Osmo Suovaniemi's salary from 1 Jan. 2010 to 9 June 2010, EUR 90,000, and Jussi Heiniö's salary from 10 June 2010 to 31 Dec. 2010, EUR 119,000. Under the Board of Directors' decision, Osmo Suovaniemi has been employed as a member of the Board of Scientific Advisors, and in this role his salary from 10 June to 31 Dec. 2010 was EUR 113,000. Of remuneration related to subsidiary boards, EUR 27,000 (EUR 20,000) has been paid to Jussi Heiniö and 27,000 (40,000) to Osmo Suovaniemi.
The salaries and fees of the Group's Managing Directors totalled EUR 801,000 (EUR 839,000 in 2009). No other notable pension arrangements, beyond those mandated by law, have been made with the Managing Directors of Group companies.
Remuneration paid to other Management Team members totalled EUR 1,002,000 (EUR 854,000 in 2009).
Biohit's internal control is responsible for ensuring that the Group carries out its business operations within the framework of the regulations and laws in force and in accordance with the instructions of the Board of Directors. Internal control seeks to ensure that the Group operates with maximum efficiency and that the objectives set in the strategy ratified by the Board of Directors are achieved at different levels of the organisation. Risk management is geared towards supporting the achievement of these objectives by anticipating and managing business-related risks.
Biohit's business operations and administration aim to realise the company's values, of which the most important is to promote health and wellbeing with innovations. Biohit's business operations are divided into its liquid handling business and diagnostics business, in which the company engages in both manufacturing operations and international marketing and sales.
Biohit's control environment is defined by the Board of Directors, which, as the highest administrative body, is responsible for organising internal control. The President and CEO is responsible for maintaining the efficiency of the control environment and the functionality of internal control. Biohit's financial department is responsible for the functionality of financial reporting as well as the interpretation and application of financial statement standards in line with the separately ratified instructions.
In the assessment of risks related to financial reporting, Biohit's objective is to identify the major risks associated with the Group's business operations and environment. The cost-effective management and monitoring of these risks will then ensure that the company's strategic and operational targets can be reached as intended.
The Board of Directors carries the main responsibility for risk assessment and monitoring the implementation of risk management. The President and CEO works with the parent company's operative management and subsidiaries' managements to ensure that the Group's risk management is duly arranged. The parent company's operative management is responsible for identifying and managing the risks involved within each business area, while subsidiaries' managements are responsible for those in their own market areas.
Risk management is one of the areas covered by Biohit's internal control processes, which regularly monitor the risks associated with the company's business operations, identify any changes and, if necessary, take appropriate action to hedge against them. Risk management focuses on ensuring the continuity of business operations and preventing financial misconduct.
Internal control measures are integrated into the Group's general business management and reporting process. Subsidiaries report on business and earnings trends and the most significant deviations to Group Management on a monthly and quarterly basis. The Group's Management Team reports to the BOD on the overall development of business; these two bodies, together with the President and CEO, decide on overall corporate strategies and procedures guiding the operations of the Group.
The BODs of subsidiaries follow the development of business and ensure that the instructions and other guidelines accepted and provided by the parent company are followed. As a rule, each subsidiary's Board of Directors convenes after the end of each quarter. Subsidiary Boards work with financial reports and the written quarterly reports drawn up by subsidiary management.
Biohit's steering and control is carried out in accordance with the management system described above. The company provides reporting systems necessary for business and financial management.
The financial department of the parent company provides instructions for drawing up annual and interim financial statements and prepares the consolidated financial statements. The parent company's financial department retains central control of funding and administrative matters within the framework of the instructions provided by the Board of Directors and the President and CEO, and is also responsible for the management of interest and exchange rate risks. The Managing Directors of subsidiaries ensure that subsidiaries' reporting is carried out in accordance with the instructions given by the Group's Management Team. The parent company's administration department controls and provides instructions on Group-level personnel policies and any agreements made within the Group.
Biohit aims to proactively communicate about the company's operations to all its stakeholders in a consistent and timely manner. The company seeks to take the special needs and interests of all its stakeholders into account in its communications in order to increase confidence in the company and thereby promote its business operations. Biohit's Board of Directors has ratified the disclosure policy with a view to ensuring the accuracy and reliability of the information that is released. The policy also specifies who is responsible for communications in different situations.
Biohit's financial department regularly disseminates information on financial administration reporting-related processes in order to ensure the real-time availability of information as required for efficient internal control. Financial administration guidelines and the company's information release policy aim to ensure the promptness and comprehensiveness of communications and the release of information required for internal control purposes.
The efficiency of the internal control related to financial reporting is overseen by the Board of Directors, the President and CEO, the members of the Management Teams and the Managing Directors of the subsidiaries. The main focus of control comprises following weekly and monthly financial reports and forecasts and the analysis of deviations from business plans. Monitoring is performed as a rule at all Board and Management Team meetings where reports are reviewed, and is supported by regular contact between Group Management and the company's auditor and the analysis of deviations on at least a quarterly basis. The frameworks of the audits of the Group's subsidiaries and the key audit areas are defined jointly by the Group's financial management and the chief auditor.
Biohit has not appointed a separately organised function for internal auditing purposes. The Group's financial management holds primary responsibility for the practical implementation of the internal audit.
The Group has all the internal control reporting systems required for financial management and monitoring business development. The reporting systems produce monthly financial data for the fi-
nancial management to ensure that the financial management instructions approved by the parent company on, for example, authorisations are being adhered to. The Group's auditor and the auditors of each subsidiary evaluate the effectiveness of the internal control system both in connection with the external audit and through spot checks throughout the financial year.
The auditor elected by the AGM is responsible for Biohit's statutory audit. According to the Articles of Association, the company needs to have one auditing body approved by the Central Chamber of Commerce.
Biohit's auditor in 2010 was authorised public accountants Ernst & Young Oy, with Erkka Talvinko, Authorised Public Accountant, as chief auditor.
The Group's invoiced auditors' fees for the financial year 2010 totalled EUR 138,000 (EUR 124,000 in 2009). Authorised public accountants Ernst &Young Oy were also paid a total of EUR 29,000 (EUR 28,000 in 2009) for other services.
Biohit applies the Guidelines for Insiders approved by NASDAQ OMX Helsinki Oy, as well as any relevant amendments.
Biohit's Communications Director is responsible for the company's insider control. She/he ensures that insiders are aware of insider regulations and adhere to trading restrictions. Insiders are not allowed to trade Biohit Oyj securities for 21 days before the publication of the company's financial statement bulletin and interim reports. Insiders participating in projects are not allowed to sell or purchase shares in Biohit before an announcement has been made of the continuation or discontinuation of a project.
Information on the shareholdings of Biohit's insiders and their trading activity is available on Biohit's website at www.biohit.com/investors.
| 1000€ | Note number |
01.01.–31.12.2010 01.01.–31.12.2009 | |
|---|---|---|---|
| Net sales | 2.3 | 40,044 | 35,366 |
| Other operating income |
2.4 | 217 | 162 |
| Change in inventories of finished |
|||
| goods and work in progress |
-430 | -278 | |
| Materials and services |
2.5 | -7,773 | -6,471 |
| Employee benefit expenses |
2.6, 2.9 |
-17,120 | -14,899 |
| Depreciation and amortisation |
2.7 | -1,671 | -1,718 |
| Other operating expenses |
2.8, 2.9 |
-12,760 | -10,972 |
| Operating profit | 507 | 1,190 | |
| Financial income |
2.10 | 663 | 372 |
| Financial expenses |
2.10 | -782 | -893 |
| Profit before taxes | 388 | 669 | |
| Income taxes |
2.11 | -327 | -282 |
| Profit for the period | 61 | 387 | |
| Other comprehensive income |
|||
| Translation differences |
190 | -130 | |
| Total comprehensive income | 251 | 257 | |
| Distribution of income |
|||
| To equity holders of the parent company |
61 | 387 | |
| Total | 61 | 387 | |
| Distribution of comprehensive income |
|||
| To equity holders of the parent company |
251 | 257 | |
| Total | 251 | 257 | |
| Earnings per share are calculated from the |
|||
| earnings attributable to equity holders of the |
|||
| parent company. |
|||
| Earnings per share, diluted and undiluted, |
EUR 2.12 |
0,00 | 0,03 |
| 1000€ | Note number |
31.12.2010 | 31.12.2009 |
|---|---|---|---|
| Assets | |||
| Non-current assets | |||
| Goodwill | 2.13 | 2,638 | 2,638 |
| Intangible assets |
2.13 | 3,177 | 2,349 |
| Tangible assets |
2.14 | 6,531 | 6,460 |
| Financial assets |
2.15, 2.18 |
12 | 9 |
| Deferred tax assets |
2.16 | 1,849 | 1,937 |
| Total non-current assets | 14,206 | 13,393 | |
| Current assets | |||
| Inventories | 2.17 | 5,238 | 5,138 |
| Trade and other receivables |
2.15, 2.18 |
7,779 | 6,888 |
| Financial assets recognised at fair |
|||
| value through profit or loss |
2.15, 2.19 |
500 | 400 |
| Cash and cash equivalents |
2.15, 2.19 |
1,659 | 1,580 |
| Total current assets | 15,177 | 14,006 | |
| Total assets |
29,383 | 27,399 |
| 1000€ | Note number |
31.12.2010 | 31.12.2009 |
|---|---|---|---|
| Shareholders' equity and liabilities | |||
| Shareholders' equity | |||
| Share capital |
2.20 | 2,199 | 2,199 |
| Translation differences |
2.20 | -134 | -323 |
| Fund for investments of non-restricted equity |
2.20 | 12,407 | 12,404 |
| Retained earnings |
-1,469 | -1,530 | |
| Shareholders' equity attributable to | |||
| parent company shareholders | 13,003 | 12,749 | |
| Total shareholders' equity | 13,003 | 12,749 | |
| Non-current liabilities | |||
| Pension obligations |
2.21 | 155 | 118 |
| Non-current interest-bearing liabilities |
|||
| Capital loans |
2.15, 2.23 |
696 | 775 |
| Other interest-bearing liabilities |
2.15, 2.23 |
7,849 | 3,079 |
| Total interest-bearing liabilities |
2.15, 2.23 |
8,544 | 3,854 |
| Other liabilities |
2.15, 2.24 |
701 | 672 |
| Total non-current liabilities | 9,400 | 4,645 | |
| Current liabilities | |||
| Trade payables |
2.15, 2.24 |
1,854 | 1,409 |
| Current interest-bearing liabilities |
2.15, 2.23 |
920 | 5,118 |
| Provisions | 2.22 | 50 | - |
| Other liabilities |
2.15, 2.24 |
4,156 | 3,478 |
| Total current liabilities | 6,980 | 10,005 | |
| Total shareholders' equity and liabilities | 29,383 | 27,399 |
| 1000€ | Shareholders' equity attributable to parent company shareholders |
|||||
|---|---|---|---|---|---|---|
| Fund for investments of |
Total shareholders' |
|||||
| Note number |
Share capital |
Translation differences |
non-restricted equity |
Retained earnings |
equity | |
| Balance at 1 Jan 2009 |
2,199 | -194 | 12,404 | -1,917 | 12,492 | |
| Total comprehensive income |
||||||
| for the period |
2.20 | - | -130 | - | 387 | 257 |
| Balance at 31 Dec 2009 | 2,199 | -324 | 12,404 | -1,530 | 12,749 | |
| In thousands of euros |
Shareholders' equity attributable to |
parent company shareholders |
||||
| Fund for investments of |
Total shareholders' |
|||||
| Note number |
Share capital |
Translation differences |
non-restricted equity |
Retained earnings |
equity | |
| Balance at 1 Jan 2010 |
2,199 | -324 | 12,404 | -1,530 | 12,749 | |
| Change in the equity component of |
||||||
| the convertible bonds |
4 | 4 | ||||
| Total comprehensive income |
||||||
| for the period |
2.20 | - | 190 | - | 61 | 251 |
| Balance at 31 Dec 2010 | 2,199 | -134 | 12,407 | -1,469 | 13,003 |
| 1000€ | Note number |
2010 | 2009 |
|---|---|---|---|
| Cash flows from operating activities | |||
| Profit for the period |
61 | 387 | |
| Adjustments to profit for the period |
|||
| Depreciation and amortisation |
2.7 | 1,671 | 1,718 |
| Unrealised exchange rate gains and |
losses | -113 | 199 |
| Financial income and expenses |
232 | 321 | |
| Income taxes |
327 | 282 | |
| Total adjustments to profit for the period |
2,117 | 2,519 | |
| Change in working capital |
|||
| Increase (-) or decrease (+) in current |
|||
| non-interest-bearing receivables |
-1,030 | -141 | |
| Increase (-) or decrease (+) in inventories |
-100 | 631 | |
| Increase (+) or decrease (-) in current |
|||
| non-interest-bearing liabilities |
1,235 | 109 | |
| Total change in working capital |
105 | 599 | |
| Interest paid |
-515 | -517 | |
| Interest received |
3 | 12 | |
| Realised exchange rate gains and losses |
397 | 175 | |
| Income taxes paid |
-207 | -380 | |
| Net cash flows from operating activities | 1,961 | 2,796 |
| 1000€ | Note number |
2010 | 2009 |
|---|---|---|---|
| Cash flows from investing activities | |||
| Investments in tangible and |
|||
| intangible assets |
-1,778 | -2,020 | |
| Proceeds from sales of tangible |
and | ||
| intangible assets |
- 1 |
||
| Investments in funds and deposits |
-100 | - | |
| Capital gains from investments in |
funds | ||
| and deposits |
- 116 |
||
| Net cash flows from investments | -1,878 | -1,903 | |
| Cash flows from financing activities | |||
| Payments of finance lease liabilities |
-262 | -118 | |
| Proceeds from loans |
5,650 | - | |
| Repayments of loans |
-5,498 | -478 | |
| Net cash flows from financing activities | -109 | -596 | |
| Change in cash and cash equivalents | -26 | 298 | |
| Cash and cash equivalents at |
|||
| beginning of period |
1,580 | 1,310 | |
| Effect of exchange rates on cash |
|||
| and cash equivalents |
105 | -28 | |
| Cash and cash equivalents at end of period | 2.19 | 1,659 | 1,580 |
Biohit Oyj is a Finnish public company that manufactures liquid handling and diagnostics products and diagnostics analysis systems for use in research institutions, healthcare and industrial laboratories. The parent company is domiciled in Helsinki.
Copies of the consolidated financial statements are available on the Internet at www.biohit.com or from the parent company's headquarters, address Laippatie 1, Helsinki, Finland.
At its meeting on 28 February 2011, Biohit Oyj's Board of Directors approved the financial statements for publication. According to the Finnish Limited Liability Companies Act, shareholders have the opportunity to approve or reject the financial statements at the Annual General Meeting held after their publication. The Annual General Meeting can also decide to revise the financial statements.
These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS). They have been drawn up in compliance with the IAS and IFRS standards in force as at 31 December 2009 and SIC and IFRIC interpretations. The term "IFRS standards" in the Finnish Accounting Act and the provisions laid down pursuant to the Act refers to the standards approved by the EU in accordance with the procedures laid down in IAS Regulation (EC) 1606/2002 of the European Parliament, and the interpretations of these standards. The notes to the consolidated financial statements also conform to Finnish accounting and corporate legislation.
The consolidated financial statements have been drawn up on the basis of original acquisition costs, with the exception of available-for-sale investments and financial assets and liabilities measured at fair value through profit or loss. The figures in the financial statements are presented in thousands of euros.
When financial statements are prepared in accordance with IFRS, the Group's management must make estimates and exercise judgement in the application of accounting policies. The note "Accounting principles requiring judgements by management and key sources of estimation uncertainty" provides information on the judgements that have been made by management in the application of the accounting principles employed by the Group and which have the greatest impact on the figures presented in the financial statements.
The consolidated financial statements include the parent company Biohit Oyj and all of its subsidiaries. Subsidiaries are those companies in which the Group has a controlling interest, that is, in which the Group holds over half of the voting rights or otherwise has a controlling interest. "Controlling interest" means the right to dictate a company's financial and business principles in order to benefit from its operations.
The acquisition cost method has been used in eliminating cross-ownership of shares within the
Group. The acquisition cost is taken to include surrendered assets at fair value, liabilities that have arisen or for which responsibility has been adopted, equity instruments issued, and all the direct expenses of the acquisition. Acquired subsidiaries are included in the consolidated financial statements as from the moment when the Group has assumed a controlling interest, and divested subsidiaries are included until the moment when the Group ceases to have a controlling interest. All intra-Group transactions, receivables, liabilities, unrealised profits and internal distribution of profits are eliminated when drawing up the consolidated financial statements. Unrealised losses are not eliminated if they are due to impairment. The distribution of profit for the period to the equity holders of the parent company and minority interests is presented in the income statement. Minority interest in equity is presented in the balance sheet as a separate item under shareholders' equity. The minority interest share of accumulated losses is recognised in the consolidated financial statements up to the amount of the investment at most. The Group does not have any associated companies, joint ventures or minority shareholders.
Figures relating to the result and financial position of each of the Group's business units are measured in the currency of the main operating environment for that unit. The consolidated financial statements are presented in euros, the functional and presentation currency of the parent company.
Foreign currency transactions are recorded in the functional currency using the exchange rates on the date of the transaction in question. Monetary receivables and liabilities are converted using the rates on the closing date. Non-monetary items denominated in foreign currency are translated to the functional currency at the rate on the transaction date. Exchange rate differences on translation have been entered in the income statement. Exchange rate differences arising from the translation of intra-Group trade receivables and payables are recorded under financial items, and the corresponding external items are accounted for as sales or purchases adjustment items. The income statements of foreign subsidiaries have been translated into euros using the average exchange rates for the financial period. Their balance sheets have been translated using the rates on the closing date. The exchange rate difference resulting from the use of the average exchange rate in the translation of income statement items and the closing date rate in the balance sheets has been entered as a separate item under translation differences in consolidated shareholders' equity. Exchange rate differences in monetary items that are classed as net investments in foreign subsidiaries are entered under translation differences. In accordance with the exception permitted by IFRS 1, cumulative translation differences prior to the IFRS transition date are recorded under retained earnings at the time of the transition to IFRS, and will also not be entered into the income statement later on the divestment of a subsidiary.
Biohit has organised its business into two primary business areas: Liquid Handling and Diagnostics. The format of the Group's segment reporting is based on these business segments. Biohit also reports on geographical areas: Europe, Asia, America and other countries.
A business segment produces products and services whose risks and profitability differ from the risks and profitability of other segments. A geographical segment produces products and services in an economic environment whose risks and profitability differ from the risks and profitability in other economic environments.
The sale of goods and services is recognised as income when the significant risks and rewards incident to ownership are transferred to the buyer, and the payment of goods and services, costs or the possible return of the goods does not involve significant uncertainty. The income recognised is the fair value of the consideration received from the goods or services sold less value-added tax and both bulk and other discounts as well as exchange rate gains or losses on the sale. Interest income is recognised using the effective interest method. Dividend income is booked when the rights to the dividends have materialised.
Property, plant and equipment have been valued at the original acquisition cost less accumulated depreciation and impairment. The acquisition cost includes the direct costs of acquisition. Later expenditure is included in the carrying amount of the asset or recognised as a separate asset only if it is probable that the Group will benefit from the future economic benefits of the asset and the acquisition cost of the asset can be reliably measured. Other repair and maintenance expenditure is recognised through profit or loss in the period incurred.
Assets are amortised on a straight-line basis over their estimated useful life. There is no depreciation on land areas. The estimated useful lives of assets are as follows:
| Years | |
|---|---|
| Buildings | 20 – 30 |
| Machinery and equipment |
3 – 10 |
The residual values and useful lives of assets are reviewed in each financial statement. If necessary, they are adjusted to reflect the changes in the expected economic benefits. Capital gains and losses on the discontinuation or disposal of property, plant and equipment are included in other operating income or expenses.
Costs of debt are expensed in the financial period in which they were incurred. The exception is the costs of debt connected to the acquisition cost of a capitalised investment, in which case financing costs based on the Group's average financing costs are capitalised in the acquisition cost. Transaction costs arising directly from the raising of loans – and which are clearly connected with a certain loan – are included in the original periodised acquisition cost of the loan and are periodised as interest expenses using the effective interest rate method.
Public grants received for the acquisition of intangible assets and property, plant or equipment are recognised as decreases in the carrying amounts of property, plant and equipment. Grants are recognised as revenue through smaller depreciation over the useful life of the asset. Grants not related to the acquisition of non-current assets are booked in other operating income.
In the case of companies acquired after 1 January 2004, goodwill corresponds to the share of the acquisition cost in excess of the Group's share of the fair value of the acquiree's net assets at the time of acquisition. The goodwill on the consolidation of business functions prior to this date corresponds to the carrying amount (as per the previously employed accounting standards), which has been used as the deemed cost. Neither the classification nor accounting treatment of these acquisitions has been adjusted when drafting the opening consolidated IFRS balance sheet.
No regular depreciation is recorded on goodwill. Instead, it is subjected to an annual impairment test. To this end, goodwill is allocated to cash generating units. Goodwill is measured at the original acquisition cost less impairment.
Research expenditure is expensed in the income statement. Development expenditure on the design of new or more advanced products is capitalised as intangible assets in the balance sheet as from the date when the product is technically feasible, can be utilised commercially, and is expected to yield future economic benefits. Expensed development expenditure is not capitalised later. Amortisation begins when the asset is ready to be used. The useful life of capitalised development expenditure is 5 years, over which time capitalised assets are expensed on a straight-line basis.
An intangible asset is recorded in the balance sheet only if the asset's acquisition cost can be reliably determined and it is probable that the company will benefit from the expected economic benefits of the asset. Other intangible assets with a finite useful life are entered in the balance sheet at the original acquisition cost and expensed in the income statement on a straight-line basis over their known or estimated useful lives. The Group has no intangible assets with unlimited useful lives.
| The depreciation periods are as follows: |
|||
|---|---|---|---|
| Patents | 10 years |
||
| Development expenditure |
5 years |
||
| Software | 3 years |
||
| Other | 5-7 years |
At each closing date, the Group evaluates whether there are indications of impairment on any asset item. If impairment is indicated, the recoverable amount of the asset is estimated. The recoverable amount for goodwill is also assessed annually regardless of whether impairment is indicated. Impairment is examined at the level of cash generating units, that is, at the lowest unit level that is primarily independent of other units and whose cash flows can be separated out from other cash flows. The discount interest used is determined before taxes and describes the market outlook for the time value of money and the risks associated with the asset items to be tested.
The recoverable amount is the fair value of the asset item less the costs of disposal or the value in use, whichever is higher. Value in use is the estimated net cash flow, discounted to its present value, from the asset item or cash-generating unit in question. An impairment loss is recognised if the carrying amount of the asset item is higher than its recoverable amount. The impairment loss is entered immediately in the income statement. If the impairment loss is allocated to a cash generating unit, it is first allocated as a reduction to the goodwill of the cash generating unit and subsequently as a reduction to the other asset items of the unit on a pro rata basis. An impairment loss is reversed if the situation changes and the recoverable amount of an asset item has changed since the date when the impairment loss was recorded. However, impairment losses are not reversed beyond the carrying amount of the asset exclusive of impairment losses. Impairment losses on goodwill are never reversed under any circumstances.
Inventories are measured either at the acquisition cost or at the net realisable value, whichever is lower. The acquisition cost is determined using the FIFO principle. The acquisition cost of finished and incomplete products comprises raw materials, direct labour costs, other direct costs, and the appropriate portion of the variable general costs of manufacture and fixed overhead at a normal level of operations. The net realisable value is the estimated selling price in ordinary business operations less the estimated expenditure on product completion and sale.
Lease agreements concerning property, plant and equipment in which the Group holds a material share of the risks and rewards of ownership are classified as finance lease agreements. Assets acquired under finance lease agreements are recognised in the balance sheet at the fair value of the asset when the lease period begins or at the present value of the minimum rents, whichever is lower. Assets acquired under finance lease agreements are amortised over their useful life unless it is probable that the asset will not be redeemed after the end of the lease period. In such cases, amortisation is performed during the contract period. Lease payments are split between the finance cost and a reduction in the liability over the lease period such that the interest rate on the liability outstanding for each financial period remains the same. The lease commitments are included in interest-bearing liabilities.
Lease agreements in which the risks and rewards incident to ownership are retained by the lessor are treated as other lease agreements. Rents payable under other lease agreements are expensed in the income statement on a straight-line basis over the lease period.
The Group does not act as a lessor.
Group companies have organised their pension security in accordance with the pension legislation and practices of the country in question. The majority of the Group's pension schemes are defined contribution schemes for which payments are expensed in the period in which they occur. Defined benefit pension schemes are entered into the income statement such that expenses are periodised over the years in employment of the employee on the basis of annual actuarial calculations. Actuarial gains and losses are recognised in the income statement over the average remaining time in service of the persons in the scheme insofar as they exceed either 10% of the pension commitment or 10% of the fair value of assets, whichever is higher.
Provisions are recorded when the Group has a legal or constructive obligation on the basis of a prior event, the materialisation of the payment obligation is probable, and the size of the obligation can be reliably estimated. The amount recognised as a provision represents the best estimate of the expenditure required to fulfil the existing obligation on the closing date. If the time value of money is material, the provision recorded is the present value of expected expenditure.
Tax expenses in the income statement comprise taxes on the taxable income for the period and deferred tax liabilities. Taxes on the taxable income for the period are calculated on the taxable income on the basis of the tax base in force in the country in question. If applicable, taxes are adjusted for the taxes of previous periods.
Deferred taxes are calculated on all temporary differences between the carrying amount and taxable value. The largest temporary differences arise from the depreciation of property, plant and equipment, unused tax losses, and the internal margin included in inventories.
No deferred taxes are calculated on goodwill impairment that is not deductible in taxation and no deferred taxes are recognised on the undistributed profits of subsidiaries to the extent that the difference is unlikely to be discharged in the foreseeable future.
Deferred taxes have been calculated using the tax bases set by the closing date. Deferred tax assets have been recognised to the extent that it is probable that taxable income against which the temporary difference can be applied will materialise in the future.
The Group's financial assets are categorised as: financial assets at fair value through profit or loss, loans and other receivables, and available-for-sale financial assets. Financial assets are classified in accordance with the purpose underlying their acquisition, and are categorised on initial recognition. All acquisitions and sales of financial assets are booked on the date of the transaction. Financial assets are derecognised in the balance sheet when the Group has lost its contractual rights to their cash flows, or when the Group has substantially transferred the risks and rewards out of the Group.
Financial assets at fair value through profit or loss include financial asset items that have been acquired to be held for trading or which have been measured at fair value through profit or loss on initial recognition (use of the fair value alternative). Held-for-trading assets are investments in fixedterm deposits and are included in current assets. The items in this group are measured at fair value. The fair value of all investments in this group is measured on the basis of released price quotations on well-functioning markets, that is, buy quotations on the closing date. Both realised and unrealised gains and losses due to changes in fair value are recorded in financial items in the income statement on the period in which they were incurred.
Loans and other receivables are assets that exclude derivative assets and whose related payments are fixed or definable. They are not quoted on well-functioning markets and are not held for trading. Assets are measured at the periodised acquisition cost using the effective interest rate method. They are included in the balance sheet as either current or non-current financial assets – non-current if they do not mature within the next 12 months. This category mainly consists of trade receivables.
Available-for-sale assets comprise investments in unquoted shares. They are measured at acquisition cost, as they are non-liquid assets whose fair value cannot be reliably determined. Available-forsale assets are included in non-current assets, as the Group is unlikely to surrender them within 12 months of the closing date.
Cash and cash equivalents comprise cash at bank and in hand and other liquid investments with a maturity of less than 3 months.
Financial liabilities are originally booked at their fair value on the basis of the consideration received. Transaction costs have been included in the original carrying amount of financial liabilities. All financial liabilities are later valued at the periodised acquisition cost using the effective interest rate method. Financial liabilities are included in current and non-current liabilities and may be interest-bearing or non-interest-bearing. Interest-bearing liabilities comprise financial liabilities requiring the company to make contractual interest or other payments during the term of the loan. Non-interest-bearing liabilities comprise liabilities for which the company does not have to make contractual interest or other payments.
The fair value of the convertible bond liability has been determined using the market interest rate for a comparable liability on the date of issue. The bond liability will be presented as a periodised acquisition cost until it is amortised through repayment or conversion into shares. The remainder – the equity component of the bond – is presented, less taxes, in the share premium fund.
The principles used for determining the fair values of financial assets and liabilities are presented in note 2.15 to the financial statements.
At every closing date, the Group evaluates whether there is objective evidence indicating impairment in the value of either a single item or a group of financial assets. If there is evidence of impairment, impairment is recognised through profit or loss. If the impairment loss decreases in a subsequent financial year, the recognised loss is reversed through profit or loss, except in the case of availablefor-sale investments classed as equity instruments. Impairment of the latter is not reversed in the income statement.
The Group recognises an impairment loss on trade receivables when there is reliable evidence to indicate that the receivable cannot be collected according to the original terms. The impairment loss to be recognised in the income statement is defined as the difference between the carrying amount of the receivable and the estimated present value of future cash flows adjusted using the effective discount interest rate. If the impairment loss decreases in a subsequent financial year and the reduction can be considered as relating to an event after the recognition of impairment, the recognised loss is then reversed through profit or loss.
The IAS 1 standard – Presentation of Financial Statements – does not include a definition of operating profit. The Group has defined it as follows: operating profit or loss is the net sum remaining after other operating income is added to net sales, less purchasing costs (adjusted for the change in inventories of finished goods and work in progress and the costs incurred from production for own use) and less expenses, depreciation and potential impairment losses caused by employee benefits and other operating expenses. All other income statement items except the above-mentioned are presented below operating profit/loss. Translation differences and changes in the fair value of derivatives are included in operating profit/loss if they are incurred from items related to operational activities; otherwise they are entered under financial items. Exchange rate differences on intra-Group receivables and liabilities are booked under financial items.
When preparing financial statements, estimates and assumptions about the future must be made, which is why the actual results may differ from these estimates and assumptions. Management must also exercise judgement in the application of accounting policies. Although estimates are based on the most up-to-date information available, actual results may differ from these estimates. The major areas in which estimation and judgement have been used are described below.
The Group tests goodwill and incomplete intangible assets for impairment on at least an annual basis, and evaluates whether there are indications of impairment as presented in the accounting policies above. The recoverable amount from cash generating units has been defined on the basis of value in use calculations. Estimates must be used when performing these calculations.
In the case of unused tax losses and the deferred tax assets recognised on temporary differences, the Group evaluates annually whether it is probable that the company in question will generate sufficient taxable income before the unused tax losses lapse.
The following standards, amendments or interpretations that came into force on 1 January 2010 did not affect the consolidated accounting principles because the Group did not record any transactions covered by the standards in question:
Biohit has organised its business into two primary divisions, based on business area: Liquid Handling and Diagnostics.The Group's segment-based reporting is done by business area. In addition, Biohit reports information by geographical area, with these areas defined as Europe, Asia, the Americas, and other countries.
The Group's business is divided into separate business segments on the basis of the nature of the products and services provided. A segment represents a business unit that offers different kinds of products and services to different markets. Service provision does not generate a significant proportion of earnings. The Liquid Handling segment produces electronic and mechanical pipettes, disposable tips, and maintenance services. The Diagnostics segment produces diagnostic test systems, tests and instruments, and related software. There are no sales or other business transactions between business segments. Segments' assets consist primarily of property, plant, and equipment items; intangible assets; inventories; receivables; and cash and cash equivalents. Segment liabilities consist of business debts and do not include items such as tax liabilities or the liabilities of the Group as a whole. Investments comprise increases in property, plant, and equipment items and increases of intangible assets to be employed longer than one financial period.
Although the Group's two business segments are managed globally, they operate in four separate geographical areas: Europe, the Americas, Asia, and the rest of the world. Sales are allocated to geographical areas on the basis of the country in which the customer is located. Assets and investments of these regions are assigned on the basis of the location of the asset.
Segment-based reporting follows the structure of the company's internal reporting. There are no internal sales between segments. In internal sales between geographical areas within the Group, pricing follows market-based pricing.
| Business segments 2010 |
Liquid Handling |
Diagnostics | Unallocated | Total |
|---|---|---|---|---|
| Statement of income | ||||
| information | ||||
| Net sales |
37,798 | 2,247 | - | 40,044 |
| Operating profit/loss |
3,370 | -2,863 | - | 507 |
| Depreciation and |
||||
| amortisation | -1,601 | -70 | - | -1,671 |
| Interest income |
- | - | 3 | 3 |
| Interest expenses |
- | - | -533 | -533 |
| Assets | ||||
| Reportable assets for |
||||
| the segment(s) |
19,329 | 7,853 | 2,201 | 29,383 |
| Investments | 1,986 | 583 | - | 2,569 |
| Liabilities | ||||
| Reportable liabilities for |
||||
| the segment(s) |
1,847 | 57 | 14,476 | 16,380 |
| Business segments 2009 |
Liquid Handling |
Diagnostics | Unallocated | Total |
| Statement of income | ||||
| information | ||||
| Net sales |
33,550 | 1,816 | - | 35,366 |
| Operating profit/loss |
3,231 | -2,041 | - | 1,190 |
| Depreciation and amortisation |
-1,657 | -61 | - | -1,718 |
| Interest income |
- | - | 12 | 12 |
| Interest expenses |
- | - | -517 | -517 |
| Assets | ||||
| Reportable assets for the segment(s) |
19,968 | 5,334 | 2,097 | 27,399 |
| Investments | 1,930 | 509 | - | 2,439 |
| Liabilities | ||||
| Reportable liabilities for |
||||
| the segment(s) |
1,359 | 50 | 13,241 | 14,650 |
| Geographic area information 2010 |
Other | ||||
|---|---|---|---|---|---|
| Europe | Americas | Asia | countries | Total | |
| Net sales |
20,754 | 7,648 | 6,248 | 5,395 | 40,044 |
| Assets | 22,818 | 2,075 | 3,900 | 591 | 29,383 |
| Investments | 2,438 | 34 | 90 | 7 | 2,569 |
| Geographic area information 2009 |
Other | ||||
| Europe | Americas | Asia | countries | Total | |
| Net sales |
19,357 | 6,197 | 4,748 | 5,066 | 35,366 |
| Assets | 21,661 | 1,849 | 3,187 | 702 | 27,399 |
| Investments | 2,374 | 2 | 51 | 12 | 2,439 |
| 2010 | 2009 | |
|---|---|---|
| Capital gains on the sale of property, plant, and equipment |
- | 1 |
| Grants | 180 | 38 |
| Other | 37 | 123 |
| Total | 217 | 162 |
| 2010 | 2009 | |
|---|---|---|
| Raw materials, consumables, and goods |
7,070 | 5,869 |
| External manufacturing services |
704 | 602 |
| Total materials and services |
7,773 | 6,471 |
| 2010 | 2009 | ||
|---|---|---|---|
| Wages and salaries |
14,227 | 12,324 | |
| Pensions | Defined benefit plans |
89 | 19 |
| Pensions | Defined contribution plans |
1,593 | 1,438 |
| Other personnel expenses |
1,733 | 1,594 | |
| Wages and salaries capitalised in |
|||
| non-current assets |
-522 | -476 | |
| Total | 17,120 | 14,899 |
Details of the management's employee benefits are presented in Note 2.26, 'Related party transactions'.
| Number of personnel | 2010 | 2009 |
|---|---|---|
| Average number of salaried personnel |
221 | 224 |
| Average number of non-salaried personnel |
191 | 146 |
| Overall average number of personnel |
412 | 370 |
| Number of personnel at the end of the financial period |
431 | 383 |
| 2010 | 2009 | |
|---|---|---|
| Intangible assets |
254 | 302 |
| Buildings | 208 | 192 |
| Machinery and equipment |
1,209 | 1,224 |
| Total | 1,671 | 1,718 |
| 2010 | 2009 | |
|---|---|---|
| Travel and other employee-related expenses |
2,608 | 2,187 |
| Rent and maintenance expenses |
2,841 | 2,704 |
| Marketing and sales expenses |
3,240 | 2,429 |
| Other external services |
2,709 | 2,160 |
| Other operating expenses |
1,363 | 1,492 |
| Total | 12,760 | 10,972 |
| Invoiced auditors' fees |
138 | 124 |
| Other fees |
29 | 28 |
| Total auditors' fees |
167 | 152 |
The Group's research and development expenditure totalled EUR 2,542 thousand (EUR 2,409 thousand), representing 6.3% (6.8%) of net sales, of which EUR 565 thousand (EUR 420 thousand) has been capitalised as development expenditure.
| 2010 | 2009 | |
|---|---|---|
| Exchange rate gains from financial assets and liabilities |
658 | 320 |
| Gains from financial assets recognised at fair value |
3 | 12 |
| Other financial income |
1 | 40 |
| Total financial income |
663 | 372 |
| Interest expenses on financial liabilities |
-533 | -517 |
|---|---|---|
| Exchange rate losses on financial assets and liabilities |
-148 | -307 |
| Wage and salary expenses |
-101 | -69 |
| Total financial expenses |
-782 | -893 |
| Total financial income and expenses |
-120 | -521 |
| 2.11 INCOME TAXES | ||
| Direct taxes | 2010 | 2009 |
| Taxes on taxable income for the period |
-204 | -208 |
| Deferred taxes |
-123 | -74 |
| Total direct taxes |
-327 | -282 |
| Reconciliation of the tax rate | 2010 | 2009 |
| Profit before taxes |
388 | 669 |
| Taxes at the rate for the parent company, 26% |
-101 | -174 |
| Effect of different tax rates of foreign subsidiaries |
-23 | 57 |
| Non-deductible expenses and tax-exempt income |
-60 | -100 |
| Change in unrecognised tax assets from tax losses / |
||
| use of previously unrecognised tax losses |
-123 | -74 |
| Other | -20 | 8 |
| Taxes in the income statement |
-327 | -282 |
Undiluted earnings per share are calculated by dividing the profit for the period attributable to equity-holders of the parent company by the weighted average number of shares outstanding during the period.
| 2010 | 2009 | |
|---|---|---|
| Earnings for the period attributable to equity-holders of |
||
| the parent company, EUR 1000 |
61 | 387 |
| Interest on the convertible bonds |
263 | 263 |
| Result for the period for the calculation of earnings per |
||
| share adjusted for the dilution effect |
324 | 650 |
| Average number of shares, undiluted |
12,937,627 | 12,937,627 |
| Conversion of convertible bonds into shares |
900,000 | 900,000 |
| Average number of shares, diluted |
13,837,627 | 13,837,627 |
| Earnings per share (EPS), undiluted, EUR |
0,00 | 0,03 |
In the calculation of earnings per share adjusted for the dilution effect, the weighted average number of shares accounts for the dilution effect of the conversion of convertible bonds into shares. The convertible bonds did not have a dilutive effect in the 2010 and 2009 financial years.
| Other | |||||
|---|---|---|---|---|---|
| Development Intangible | intangible | ||||
| 2010 | expenditure | rights | Goodwill | assets | Total |
| Acquisition cost, 1 Jan. 2010 |
1,815 | 1,832 | 2,638 | 1,472 | 7,757 |
| Increases | 565 | 260 | - | 531 | 1,356 |
| Decreases | -3 | - | - | - | -3 |
| Transfers between items |
- | - | - | -276 | -276 |
| Foreign exchange differences |
- | - | - | 5 | 5 |
| Acquisition cost, 31 Dec. 2010 |
2,376 | 2,092 | 2,638 | 1,732 | 8,838 |
| Accumulated amortisation and |
|||||
| impairment, 1 Jan. 2010 |
-356 | -1,312 | - | -1,101 | -2,770 |
| Amortisation | -112 | -114 | - | -28 | -254 |
| Accumulated amortisation and |
|||||
| impairment, 31 Dec. 2010 |
-468 | -1,426 | - | -1,129 | -3,024 |
| Carrying amount, 1 Jan. 2010 |
1,458 | 520 | 2,638 | 371 | 4,987 |
| Carrying amount, 31 Dec. 2010 |
1,908 | 666 | 2,638 | 603 | 5,815 |
| Other | |||||
|---|---|---|---|---|---|
| Development Intangible | intangible | ||||
| 2009 | expenditure | rights | Goodwill | assets | Total |
| Acquisition cost, 1 Jan. 2009 |
1,205 | 1,730 | 2,638 | 1,170 | 6,743 |
| Increases | 420 | 102 | - | 811 | 1,334 |
| Transfers between items |
191 | - | - | -507 | -316 |
| Foreign exchange differences |
-2 | - | - | -2 | -4 |
| Acquisition cost, 31 Dec. 2009 |
1,815 | 1,832 | 2,638 | 1,472 | 7,757 |
| Accumulated amortisation and |
|||||
|---|---|---|---|---|---|
| impairment, 1 Jan. 2009 |
-222 | -1,203 | - | -1,045 | -2,470 |
| Amortisation | -135 | -109 | - | -56 | -300 |
| Impairment | - | - | - | -3 | -3 |
| Foreign exchange differences |
- | - | - | 2 | 2 |
| Accumulated amortisation and |
|||||
| impairment, 31 Dec. 2009 |
-356 | -1,312 | - | -1,101 | -2,770 |
| Carrying amount, 1 Jan. 2009 |
983 | 527 | 2,638 | 125 | 4,273 |
| Carrying amount, 31 Dec. 2009 |
1,458 | 520 | 2,638 | 371 | 4,987 |
Contractual commitments concerning the acquisition of intangible assets totalled EUR 54 thousand (EUR 0 thousand).
Intangible rights consist of patents. Assets acquired under finance lease agreements have been capitalised in other intangible assets. The acquisition cost at the end of the year was EUR 474 thousand (EUR 474 thousand), accumulated amortisation EUR 474 thousand (EUR 473 thousand), and the carrying amount EUR 0 (EUR 1 thousand).
All goodwill has been allocated to certain GastroPanel products in the Diagnostics segment. In impairment testing, recoverable amounts have been determined on the basis of value in use. Cash flow estimates cover a five-year period. The forecast for 2011 is based on the budget approved by the Board of Directors. Estimated cash flows for each of the years 2012–2015 are based on marketspecific business plans approved by the Board of Directors and an understanding of future trends in key market areas. A growth rate of 7% has been used in calculations for the year 2016. No substantial increase in net sales after that has been assumed. As this is a fledgling business area, growth estimates cannot be based on historical data. In the management's opinion, the business growth expectations used in impairment testing are conservative, and the company's targets have been set considerably higher.
The sales margin used for impairment testing is a cautions estimate that reflects trends in the sales margin and net sales of the previous years. Biohit's management estimates that the growth in unit sales and the increased operational efficiency will keep the sales margin at the 2010 level.
The fixed costs used in impairment testing are based on the management's estimates, which take into account the rise in costs caused by market-specific growth expectations. Average annual growth has been forecast at about 5%. Cost-cutting and increased operational efficiency will enable the company to keep expenses in check.
The discount rate used in impairment calculations reflects the impact of business risks on the required return on equity. The cost of debt has been defined according to the existing credit base. The higher risk of commercialising new medical products has been taken into account in definition of the discount interest rate, which has been set at 15% before taxes.
On the basis of impairment testing using the above-mentioned estimates, there is no need to recognise any impairment losses on goodwill in the financial statements for the year ending 31 December 2010.
The table below presents a breakdown of the maximum changes in each key assumption (in percentage points) that can occur in order for the value of future cash flows to equal the book value.
| actual for |
2011–2016 | ||
|---|---|---|---|
| Year | 2010 | projection | sensitivity, % |
| Net sales growth (CAGR), % |
23.7 | 32.2 | -4.9 |
| Discount interest rate, % |
15.0 | 20.0 | |
| Sales margin, % |
73.0 | 72.0 | -17.0 |
The long-term growth rate used in the calculation is 2%. The sensitivity of the long-term growth is -118%.
The market penetration of Biohit's diagnostics products has taken longer than expected.
Some negotiations with distributors are still ongoing in several European and Asian countries. Delays in these negotiations and difficulties in finding reliable distributors could lead to net sales growth remaining below the forecast values used in impairment testing.
The management's estimates indicate that there is substantial growth potential for the GastroPanel product family in China and India. However, forecasts of future trends cannot be based on historical data, as net sales in these markets have been minimal to date. If approval from local opinionleaders and physicians is not obtained for the product concept according to schedule, there will be an increased risk that the growth forecasts used in goodwill impairment testing will not be realised.
| Machinery and |
||||
|---|---|---|---|---|
| 2010 | Land | Buildings | equipment | Total |
| Acquisition cost, 1 Jan. 2010 |
72 | 4,008 | 15,903 | 19,984 |
| Increases | - | 46 | 1,167 | 1,213 |
| Decreases | - | - | -401 | -401 |
| Transfers between items |
- | - | 276 | 276 |
| Foreign exchange differences |
- | 16 | -6 | 10 |
| Acquisition cost, 31 Dec. 2010 |
72 | 4,070 | 16,939 | 21,082 |
| Accumulated depreciation and |
||||
|---|---|---|---|---|
| impairment, 1 Jan. 2010 |
- | -1,962 | -11,562 | -13,524 |
| Depreciation | - | -208 | -1,209 | -1,417 |
| Accumulated depreciation of |
||||
| decreases and transfers |
- | - | 432 | 432 |
| Foreign exchange differences |
- | - | -41 | -41 |
| Accumulated depreciation and |
||||
| impairment, 31 Dec. 2010 |
- | -2,170 | -12,380 | -14,551 |
| Carrying amount, 1 Jan. 2010 |
72 | 2,046 | 4,342 | 6,460 |
| Carrying amount, 31 Dec. 2010 |
72 | 1,900 | 4,559 | 6,531 |
| Machinery and |
| 2009 | Land | Buildings | equipment | Total |
|---|---|---|---|---|
| Acquisition cost, 1 Jan. 2009 |
72 | 3,809 | 14,671 | 18,552 |
| Increases | - | 188 | 968 | 1,156 |
| Decreases | - | - | -34 | -34 |
| Transfers between items |
- | - | 316 | 316 |
| Foreign exchange differences |
- | 11 | -17 | -6 |
| Acquisition cost, 31 Dec. 2009 |
72 | 4,008 | 15,903 | 19,984 |
| Accumulated depreciation and |
||||
| impairment, 1 Jan. 2009 |
- | -1,762 | -10,338 | -12,100 |
| Depreciation | - | -192 | -1,224 | -1,416 |
| Foreign exchange differences |
- | -8 | - | -8 |
| Accumulated depreciation |
||||
| and impairment, 31 Dec. 2009 |
- | -1,962 | -11,562 | -13,524 |
| Carrying amount, 1 Jan. 2009 |
72 | 2,047 | 4,333 | 6,452 |
| Carrying amount, 31 Dec. 2009 |
72 | 2,046 | 4,342 | 6,460 |
Commitments to agreements related to property, plant, and equipment acquisitions amounted to EUR 0 thousand (EUR 662 thousand).
Assets acquired under finance lease agreements have been capitalised in machinery and equipment. The acquisition cost at the end of the year was EUR 1,407 thousand (EUR 742 thousand), accumulated depreciation EUR 462 thousand (EUR 342 thousand), and the carrying amount EUR 945 thousand (EUR 418 thousand).
| Balance sheet values of financial assets by category, 31 Dec. 2010 | ||||||
|---|---|---|---|---|---|---|
| Financial | ||||||
| assets | ||||||
| recognised | ||||||
| Available- at | fair value |
|||||
| for-sale | through | Total | ||||
| Loans and |
financial | profit or |
carrying | |||
| receivables | assets | loss | amount Fair | value | ||
| Non-current financial assets | ||||||
| Financial assets |
4 | 8 (* |
- | 12 | 12 | |
| Total | 4 | 8 | - | 12 | 12 | |
| Current financial assets | ||||||
| Trade and other receivables |
7,779 | - | - | 7,779 | 7,779 | |
| Investments held for trading |
- | - | 500 | 500 | 500 | |
| Cash and cash equivalents |
1,659 | - | - | 1,659 | 1,659 | |
| Total | 9,438 | - | 500 | 9,938 | 9,938 | |
| Total financial assets |
9,442 | 8 | 500 | 9,950 | 9,950 |
| Financial | |||||
|---|---|---|---|---|---|
| assets | |||||
| recognised | |||||
| Available- at | fair value |
||||
| for-sale | through | Total | |||
| Loans and |
financial | profit or |
carrying | ||
| receivables | assets | loss | amount Fair | value | |
| Non-current financial assets |
|||||
| Financial assets |
1 | 8 (* |
- | 9 | 9 |
| Total | 1 | 8 | - | 9 | 9 |
| Current financial assets | |||||
| Trade and other receivables |
6,888 | - | - | 6,888 | 6,888 |
| Investments held for trading |
- | - | 400 | 400 | 400 |
| Cash and cash equivalents |
1,580 | - | - | 1,580 | 1,580 |
| Total | 8,468 | - | 400 | 8,868 | 8,868 |
| Total financial assets |
8,469 | 8 | 400 | 8,877 | 8,877 |
*) Available-for-sale financial assets totalling EUR 8 thousand (EUR 8 thousand) include unquoted investments, which have been presented at cost because their fair value is not reliably available.
The carrying value of other receivables is equivalent to their fair value, because the discount effect is minimal when the maturity of liabilities is taken into account.
| Financial liabilities | Carrying amount |
Fair | value Carrying amount |
||||
|---|---|---|---|---|---|---|---|
| by category | 2010 | 2010 | 2009 | 2009 | |||
| Non-current financial liabilities | |||||||
| measured at amortised cost | |||||||
| Convertible bonds |
3,841 | 3,477 | - | - | |||
| Capital loans |
696 | 696 | 775 | 775 | |||
| Other interest-bearing liabilities |
4,008 | 4,008 | 3,079 | 3,079 | |||
| Other liabilities |
856 | 856 | 790 | 790 | |||
| Total | 9,400 | 9,036 | 4,645 | 4,645 |
| Current financial liabilities measured at amortised cost |
||||
|---|---|---|---|---|
| Convertible bonds |
- | - | 3,991 | 3,784 |
| Other interest-bearing liabilities |
920 | 920 | 1,127 | 1,127 |
| Trade and other payables |
6,010 | 6,010 | 4,887 | 4,887 |
| Total | 6,930 | 6,930 | 10,005 | 9,798 |
| Total financial liabilities | 16,330 | 15,966 | 14,650 | 14,443 |
The original carrying amount of trade payables and other non-interest-bearing liabilities is equivalent to their fair value, because the discount effect is minimal when one takes into account the maturity of liabilities.
The fair value of convertible bonds has been determined with a discount interest rate of 9.00% (9.00%). The fair value of capital loans cannot be reliably determined, because they are not quoted on well-functioning markets. Items among other interest-bearing liabilities are primarily floating rate liabilities linked to the market interest rate, or else have been drawn down close to the closing date. Their balance sheet values do not substantially differ from their fair values.
| Deferred tax assets |
2010 | 2009 |
|---|---|---|
| Intangible assets |
- | 150 |
| Internal margin on inventories |
287 | 339 |
| Pension obligations |
34 | 28 |
| Unused tax losses |
1,089 | 976 |
| Accumulated depreciation difference |
439 | 443 |
| Other | - | 1 |
| Total | 1,849 | 1,937 |
| Deferred tax liabilities |
2010 | 2009 |
| Accumulated depreciation differences |
38 | - |
| Total | 38 | - |
Changes in deferred taxes have been entered in the statement of comprehensive income. Deferred tax assets for onfirmed losses have been recognised to the extent that the management believe it probable that taxable income against which the asset can be utilised will materialise in the future.
On 31 December 2010, Group companies had EUR 3,160 thousand (EUR 3,575 thousand) in confirmed tax losses for which no deferred tax assets have been recorded, as it has been estimated that it is not probable that these losses can be utilised prior to maturity. These losses expire in 2014–2030, and the equivalent deferred taxes are EUR 848 thousand (EUR 945 thousand).
| 2010 | 2009 | |
|---|---|---|
| Raw materials and consumables |
2,660 | 2,439 |
| Products in progress |
360 | 464 |
| Completed products and goods |
2,218 | 2,235 |
| Total inventories |
5,238 | 5,138 |
In the course of the financial year, EUR 7,302 thousand (5,589 thousand) was expensed to reduce the carrying amount of inventories. The item includes the carrying amount of EUR 120 thousand (EUR 303 thousand) of obsolete and slowly moving inventories recognised as expenses.
| Non-current receivables | 2010 | 2009 |
|---|---|---|
| Non-current non-interest-bearing receivables |
4 | 1 |
| Trade receivables |
6,592 | 6,014 |
| Pre-payments and accrued income |
649 | 549 |
| Other receivables |
538 | 324 |
| Total | 7,779 | 6,888 |
A breakdown of trade receivables by age is presented in Note 2.25.
| Cash and cash equivalents |
2010 | 2009 |
|---|---|---|
| Cash at bank and in hand |
1,659 | 1,580 |
| Financial assets recognised at fair value through profit or loss |
500 | 400 |
| Total | 2,159 | 1,980 |
| Cash and cash equivalents in the cash flow statement |
1,659 | 1,580 |
Biohit Oyj'sshare capital is EUR 2,199,397 and the number ofshares 12,937,627, of which 2,975,500 (2,975,500) are Series A shares and 9,962,127 (9,962,127) Series B shares. The Series B shares are quoted on the stock exchange.
Both series have a nominal share value of EUR 0.17. Series A and Series B shares differ to the extent that each Series A share confers on its subscriber the right to 20 (twenty) votes at General Meetings and each Series B share confers the right to one vote. However, in the payment of dividends, a dividend two per cent higher than the nominal value is paid for Series B shares than is paid for Series A shares.
According to theArticles ofAssociation, the company's minimum share capital is EUR 1,063,101.29 and the maximum share capital EUR 4,252,405.16. Within these limits, the share capital can be increased or decreased without amendment to the Articles of Association. There was no change in share capital in 2010 or 2009. The share capital is fully paid-in.
Translation differences: The fund includes translations differences resulting from the conversion of foreign subsidiaries' financial statements into euros.
Invested unrestricted equity fund: This fund includes other equity investments and payments for share subscriptions insofar as it is decided not to enter said amounts in the share capital.
The majority of the Group's pension schemes are defined contribution plans. There is a defined benefit plan in France and in Japan.
| Pension liabilities for defined benefit plans in the balance sheet |
2010 | 2009 |
|---|---|---|
| Present value of non-funded liabilities |
155 | 85 |
| Present value of funded liabilities |
197 | 121 |
| Unrecognised actuarial gains/losses |
-3 | -3 |
| Fair value of assets |
-195 | -119 |
| Pension liabilities at end of year |
155 | 85 |
| Changes in the present value of obligations during the period |
2010 | 2009 |
| Present value of obligations at beginning of period |
204 | 180 |
| Costs based on work carried out during the period |
89 | 19 |
| Interest expenses |
- | 4 |
| Benefits paid |
57 | 1 |
| Pension liabilities at end of year |
350 | 204 |
|---|---|---|
| Changes in the fair value of assets during the period |
2010 | 2009 |
| Fair value of assets at beginning of period |
119 | 94 |
| Employer contributions |
73 | 24 |
| Benefits paid |
3 | 1 |
| Fair value of assets at end of period |
195 | 119 |
Pension expenses from defined benefit schemes
| recognised in the income statement |
2010 | 2009 |
|---|---|---|
| Costs based on work carried out during the period |
89 | 19 |
| Total | 89 | 19 |
| Mathematical assumptions for defined benefit pension |
2010 | 2009 | |
|---|---|---|---|
| Discount interest rate, % |
3.0 | 3.0 | |
| Projected increase in wages and salaries, % |
2.0 | 2.0 | |
| Projected inflation, % |
4.5 | 4.5 | |
| Amounts for the financial period and the pervious two periods: |
2010 | 2009 | 2008 |
| Current value of liability |
350 | 204 | 180 |
| Fair value of assets in the schemes |
-195 | -119 | -94 |
| Surplus (+) or deficit (-) |
155 | 85 | 86 |
In 2011, payments into pension schemes are expected to total EUR 33 thousand (EUR 20 thousand).
| Warranty provisions |
2010 | 2009 |
|---|---|---|
| Increases in provisions |
50 | - |
| Provision, 31 Dec. |
50 | - |
| Total provisions |
50 | - |
| Interest-bearing liabilities, balance sheet values |
2010 | 2009 |
|---|---|---|
| Non-current interest-bearing liabilities | ||
| Loans from financial institutions |
3 493 | 2,784 |
| Convertible bonds |
3,841 | - |
| Capital loans |
696 | 775 |
| Finance lease liabilities |
515 | 295 |
| Total | 8,544 | 3,854 |
| Current interest-bearing liabilities | ||
| Loans from financial institutions, current portion |
631 | 1,023 |
| Convertible bonds |
- | 3,991 |
| Finance lease liabilities, current portion |
288 | 105 |
| Total | 920 | 5,118 |
| Total interest-bearing liabilities | 9,464 | 8,973 |
Fair values for financial liabilities are presented in Note 2.15.
Current and non-current interest-bearing liabilities are presented in euros. At the end of the period, the average weighted interest on the company's loans was 4.8% per annum (4.7% in 2009). The fair values of interest-bearing liabilities do not substantially differ from their balance sheet values.
On 28 October 2010, Biohit Oyj floated an issue of convertible bonds targeted at professional investors in Finland. The subscription value of the convertible bonds on the date of issue was EUR 4,050,000. These convertible bonds replace the convertible bonds which matured on 28 October 2010. Annual fixed interest of 6.5% is paid on the capital of a convertible bond, which has a fiveyear maturity. Each EUR 4,500 note unit can be converted into 1,000 Series B shares with a nominal value of EUR 0.17. The conversion rate is EUR 4.50. A bond can be converted into a maximum of 900,000 Biohit Oyj Series B shares. The company's share capital may be increased by a maximum of EUR 153,000 and the number of Series B shares by a maximum of 900,000 new shares, as a result of conversions. At a maximum, 6.5% of the company's shares can be converted on the basis of the convertible bonds, and 1.0% of the votes conferred by the shares after any increase in share capital. As from 2 January 2011, the company is entitled to repay the bonds prior to the maturity date using a 100% rate added with interest accrued until the payment date, provided that, on 20 out of 30 consecutive exchange days occurring immediately before the date of such repayment decision, the mean rate of the company's share weighted with share turnover on the Helsinki Stock Exchange was at least 70% higher than the computational conversion rate as defined in the convertible bonds' terms or as amended in accordance with said terms.
The convertible bonds mature five years after issue, unless the bond-holders exercise their right to convert the bonds to shares in the parent company. Conversion can be carried out as from 2 January 2011. The annual subscription period of Series B shares spans from 2 January to 30 November, except where the company's Board of Directors due to a cogent reason allows conversion during the period between 1 December and 1 January. In 2015, the subscription period will end on 30 September. No bonds were converted into shares during the financial year. Provided that special conditions are fulfilled, owners of book-entries of these convertible bonds are entitled to demand the repayment of bonds before the maturity date. These special conditions are as follows:
In the balance sheet, the convertible bonds are divided into shareholders' equity and liabilities. The liability component has been initially recognised at fair value, which was defined by using the market interest on an equivalent liability at the moment when the bond was issued. The equity component has been calculated as the difference between the cash received from the bond issue and the fair value of the liability. The equity component of the convertible bond, EUR 177 thousand, is recognised in the invested unrestricted equity fund.
Loans from financial institutions include EUR 1,919 thousand (EUR 1,167 thousand) in long-term loans with the special condition that the loan will mature immediately when the creditor so demands. The bases for this demand are detailed in Note 2.25.
Biohit's principal shareholders have granted the company a capital loan of EUR 696 thousand (EUR 775 thousand) for product and other business-related development. The accumulated interest on the capital loan as of 31 December 2010 totals EUR 657 thousand (EUR 618 thousand). The loan meets the terms of capital loan laid down in Chapter 12 of the Finnish Limited Liability Companies Act. The main terms are as follows:
| 2010 | 2009 |
|---|---|
| 121 | |
| 312 | |
| 433 | |
| -33 | |
| 400 | |
| 2010 | 2009 |
| 105 | |
| 295 | |
| 400 | |
| 318 532 850 -47 803 288 515 803 |
| Non-interest-bearing liabilities, balance sheet values | 2010 | 2009 |
|---|---|---|
| Non-current non-interest-bearing liabilities | ||
| Deferred tax liabilities |
37 | - |
| Pension liabilities |
155 | 118 |
| Interest on capital loans |
657 | 618 |
| Other non-current liabilities |
7 | 54 |
| Total | 856 | 790 |
| Current non-interest-bearing liabilities | ||
| Trade payables |
1,854 | 1,409 |
| Other liabilities |
1 121 |
909 |
| Provisions | 50 | - |
| Advances received |
171 | 155 |
| Tax liabilities |
18 | -40 |
| Accrued liabilities and pre-paid income |
2,846 | 2,454 |
| Total | 6,060 | 4,887 |
| Total non-interest-bearing liabilities | 6,916 | 5,677 |
Accrued liabilities and pre-paid income include amortised employee benefits and leasing expenses.
Biohit's risk management has focused on analysing and minimising the following major risks:
International operations involve exchange rate risks. When calculated using comparable exchange rates, Biohit's net sales grew by 9.6%, but when calculated using the reporting date exchange rates, the growth was 13.2%. The overall effect of exchange rate fluctuations on the Group's profitability was not material. While the strengthening of the euro against other currencies weakens the Group's profitability, the weakening of the euro will have the opposite effect. The company seeks to protect itself from exchange rate risks by making procurements in currencies other than the euro. The exchange rate risk is also reduced by the realisation of fixed costs in currencies with a strong net position. During the reporting period, the company used no exchange rate hedges.
On the closing date, 40% (34%) of the Group's external trade receivables and 14% (12%) of its trade payables were in foreign currencies.
| 2010 EUR 1000 |
USD | JPY | CNY | GBP |
|---|---|---|---|---|
| Non-current liabilities |
7 | 54 | - | 8 |
| Open position |
7 | 54 | - | 8 |
| Current assets |
||||
| Other financial assets |
290 | 269 | 189 | 303 |
| Trade and other receivables |
2,486 | 2,528 | 345 | 868 |
| Current liabilities |
||||
| Non-interest-bearing liabilities |
1,820 | 1,874 | 129 | 670 |
| Open position |
956 | 923 | 405 | 501 |
| Net position |
949 | 869 | 405 | 493 |
| 2009 EUR 1000 |
USD | JPY | CNY | GBP |
| Non-current liabilities |
7 | 33 | - | 44 |
| Open position |
7 | 33 | - | 44 |
| Current assets |
||||
| Other financial assets |
356 | 292 | 217 | 204 |
| Trade and other receivables |
2,362 | 2,540 | 137 | 801 |
| Current liabilities |
||||
| Interest-bearing liabilities |
- | - | - | 6 |
| Non-interest-bearing liabilities |
1,427 | 2,024 | 75 | 568 |
| Open position |
1,291 | 808 | 279 | 431 |
| Net position |
1,284 | 775 | 279 | 387 |
The net position includes cash and cash equivalents in foreign currencies, as well as receivables and payables to both Group and non-Group companies, converted into euros at the exchange rate for the closing date.
The below table shows the strengthening or weakening of the euro against the US dollar, the Japanese yen, the Chinese yuan, and the British pound with the other factors remaining constant. The change in percentage points shows the average volatility over the past 12 months. The sensitivity analysis is based on the foreign-currency-denominated assets and liabilities on the closing date. The company did not use any foreign exchange derivatives during the reporting period.
| 2010 EUR 1000 |
USD | JPY | CNY | GBP |
|---|---|---|---|---|
| Change in percentage points |
+/- 7% |
+/- 18% |
+/- 10% |
+/- 3% |
| Effect on profit after taxes |
+/- 69 |
+/-160 | +/- 42 |
+/- 15 |
| Shareholders' equity |
+/- 22 |
+/- 97 |
+/- 68 |
+/- 11 |
| 2009 EUR 1000 |
USD | JPY | CNY | GBP |
| Change in percentage points |
+/- 5% |
+/- 5% |
+/- 5% |
+/- 10% |
| Effect on profit after taxes |
+/- 64 |
+/-39 | +/- 14 |
+/- 39 |
| Shareholders' equity |
+/- 24 |
+/- 20 |
+/- 9 |
+/- 31 |
Changes in interest rates have only a slight effect on Biohit's earnings, for which reason the Group has not implemented separate hedging measures during the financial period. The overall potential interest rate risk of deposits and short-term money market investments is not significant. The Group's income and cash flows from operating activities are largely independent of changes in market interest rates. Interest rate risks associated with the Group's granting of credit are managed with fixedrate lending. On the closing date, 72% (71%) of the Group's credit was tied to a fixed interest rate.
The Group has net floating rate liabilities totalling EUR 2,248 thousand (EUR 2,537 thousand). A change of one percentage point in the
interest level at the end of the year would mean an effect of +/- EUR 22 thousand (EUR 25 thousand) on the result before taxes.
The contractual repricing periods for floating-rate liabilities are as follows:
| under 6 |
6–12 | 12–36 | ||
|---|---|---|---|---|
| In 2010 |
months | months | months | Total |
| Loans from financial institutions |
353 | 1,895 | - | 2,248 |
| under 6 |
6–12 | 12–36 | ||
| In 2009 |
months | months | months | Tota |
| Loans from financial institutions |
471 | 1,938 | 129 | 2,537 |
Our liquidity risk management aims to safeguard the Group's financing in all situations. The Group's liquid assets on the closing date totalled EUR 2.2 million (EUR 2.0 million). Despite the increase in the liquid assets the Group's profitability has declined during the financial year. Growing cost pressures in the Liquid Handling business and the outlays required in the diagnostics business give rise to financial risks whose management requires the optimisation of the operational cost structure and the correct allocation of resources. The loan refinancing risk (the risk that too large a proportion of the Group's loans will fall due at a time when loan refinancing is financially impossible) is minimised by balancing out the loan maturities. However, convertible bond of EUR 4.05 million will mature in full in 2015 if the bond-holders do not exercise their right to convert them into shares in the parent company. The company re-arranged its EUR 4.05 million convertible bond, which matured in 2010, and reissued a new bond with almost identical terms. This improved the company's short-term liquidity. Special terms related to the convertible bond are presented in the notes to the financial statements, under Note 2.23.
The Group's non-current financial liabilities include EUR 1.9 million in financing, with the special condition that the loan will mature immediately if the equity ratio in the consolidated financial statements adopted by Biohit Group falls below 40%, or the debtor or subsidiary has, without the prior written consent of the creditor, placed the collateral position of the creditor on a weaker footing than other creditors. A total of EUR 353 thousand of these non-current financial liabilities is tied to Biohit Oyj's equity ratio, which is required to be higher than 35%. In 2010, the Biohit Group's equity ratio was 44.5% (46.8% in 2009).
| <1 year 1–5 |
years | >5 years |
Total | |
|---|---|---|---|---|
| Trade payables and other non-interest-bearing liabilities 6,010 |
44 | 155 | 6,209 | |
| Repayments on loans from financial institutions |
678 | 2,933 | 560 | 4,171 |
| Financing costs for loans from financial institutions |
370 | 306 | 11 | 687 |
| Repayments on the convertible bonds |
- | 4,050 | - | 4,050 |
| Financing costs for the convertible bonds |
263 | 1,052 | - | 1,315 |
| Repayments on capital loans |
- | - | 696 | 696 |
| Financing costs for capital loans |
- | - | 848 | 848 |
| Repayments on finance lease liabilities |
288 | 515 | - | 803 |
| Financing costs for finance lease liabilities |
29 | 18 | - | 47 |
| Total | 7,638 | 8,918 | 2,270 | 18,826 |
| <1 year 1–5 |
years | >5 years |
Total | |
|---|---|---|---|---|
| Trade payables and other non-interest-bearing |
liabilities 4,887 | 54 | 118 | 5,059 |
| Repayments on loans from financial institutions |
1,023 | 2,687 | 97 | 3,807 |
| Financing costs for loans from financial institutions |
166 | 258 | 18 | 442 |
| Repayments on the convertible bond |
4,050 | - | - | 4,050 |
| Financing costs for the convertible bond |
263 | - | - | 263 |
| Repayments on capital loans |
- | - | 775 | 775 |
| Financing costs for capital loans |
- | - | 618 | 618 |
| Repayments on finance lease liabilities |
105 | 295 | - | 400 |
| Financing costs for finance lease liabilities |
16 | 17 | - | 33 |
| Total | 10,510 | 3,311 | 1,626 | 15,448 |
The company has not hedged against commodity risks with derivatives, as they are not appropriate in view of the nature of the company's business. Biohit engages in long-term delivery contracts to minimise any risks associated with commodity availability.
Business units are responsible for any credit loss risks associated with their trade receivables, and have conducted separate evaluations of the credit risk associated with each customer. Biohit's customer base consists mainly of financially sound companies, and consequently Biohit does not consider credit loss risks significant. The Group has not taken out any credit insurance. Biohit mainly enters into long-term, active relationships with its customers, so that any changes in customers' credit ratings will quickly come to the company's attention.
At 31 December 2010, trade receivables totalled EUR 6.6 million (EUR 6.0 million). Trade receivables include EUR 0.4 million (EUR 0.3 million) in receivables from a single, financially stable customer. The maximum credit risk amount is equal to the carrying amount of trade receivables."
| Impairment | Impairment | |||||
|---|---|---|---|---|---|---|
| 2010 | loss | Net 2010 |
2009 | loss | Net 2009 |
|
| Not yet falling due |
4,932 | - | 4,932 | 4,248 | 4,248 | |
| Under 60 days |
1,423 | - | 1,423 | 1,214 | 1,214 | |
| 61–120 days |
176 | -15 | 161 | 360 | -3 | 358 |
| 121–360 days |
104 | -28 | 76 | 190 | -14 | 177 |
| Over 360 days |
33 | -33 | 0 | 26 | -8 | 18 |
| Total | 6,668 | -76 | 6,592 | 6,038 | -24 | 6,014 |
In 2010, EUR 56 thousand (EUR 25 thousand) was recognised in credit losses from trade receivables.
Biohit's equity structure management aims to safeguard the Group's ability to operate in all situations. The target equity structure is defined by the largest shareholders, and attainment of this level is periodically monitored by the Board of Directors. The equity ratio is used to monitor equity structure, and it should remain above 40%.
The equity structure indicator – the equity ratio – is calculated by dividing the Group's shareholders' equity by the balance sheet total minus advances received and then multiplying the result by 100.
| Equity ratio | 2010 | 2009 |
|---|---|---|
| Total shareholders' equity |
13,003 | 12,749 |
| Balance sheet total |
29,383 | 27,399 |
| Advances received |
-171 | -155 |
| Equity ratio |
44.5 % |
46.8 % |
Parties are considered to be related parties if one party is able to exercise control over the other or has substantial influence in decision-making related to the other's finances and business operations. The Group's related parties include the parent company and subsidiaries. Others include members of the Board of Directors, the Group Management Team, and the president & CEO.
| Salaries and other current employee benefits | 2010 | 2009 |
|---|---|---|
| Parent company | ||
| Management Teams |
1,002 | 854 |
| President & CEO |
209 | 188 |
| Members of the Board of Scientific Advisors |
113 | - |
President & CEO's salaries include Osmo Suovaniemi's salary from 1 Jan. 2010 to 9 June 2010, EUR 90 thousand, and Jussi Heiniö's salary from 10 June 2010 to 31 Dec. 2010, EUR 119 thousand. Under the Board of Directors' decision, Osmo Suovaniemi has been employed by the company as a member of the Board of Scientific Advisors (EUR 113 thousand) as of 10 June 2010. The subsidiaries' fees to the Members of the Boards include EUR 27 thousand (EUR 20 thousand) paid to Jussi Heiniö and EUR 27 thousand (EUR 40 thousand) paid to Osmo Suovaniemi.
| Managing directors |
801 | 839 |
|---|---|---|
| Fees of Board members | 2010 | 2009 |
| Parent company |
||
| Osmo Suovaniemi |
15 | 14 |
| Reijo Luostarinen |
19 | 19 |
| Mårten Wikström |
- | 5 |
| Tero Kauppinen |
- | 5 |
| Mikko Salaspuro |
15 | 14 |
| Kalle Kettunen |
15 | 11 |
| Jukka Ant-Wuorinen |
15 | 10 |
| Eero Lehti |
15 | 10 |
| Ainomaija Haarla |
10 | - |
|---|---|---|
| Parent company, total |
104 | 87 |
| Subsidiaries | ||
| Members of the Boards |
77 | 100 |
| Other operating expenses | 2010 | 2009 |
| Consulting fees |
||
| Companies controlled by Board members |
69 | 39 |
| Total consulting fees |
69 | 39 |
| Capital loans from related parties | 2010 | 2009 |
| Loan amounts |
696 | 775 |
| Interest for the period |
39 | 46 |
| Total interest payment liabilities |
657 | 618 |
| Average loan interest per annum |
5.5 % |
5.4 % |
The main terms for the capital loans are presented in Note 2.22.
| Parent company Biohit Oyj, Finland |
Group's holding |
|---|---|
| Biohit Ltd, UK |
100 % |
| Biohit Healthcare Ltd, UK |
100 % |
| Biohit SAS, France |
100 % |
| Biohit Deutschland GmbH, Germany |
100 % |
| Biohit Japan Co., Ltd, Japan |
100 % |
| Biohit, Inc., USA |
100 % |
| Biohit OOO, Russia |
100 % |
| Biohit Biotech (Suzhou) Co., Ltd, China |
100 % |
| Biohit Biotech Systems (India) Pvt. Ltd, India |
100 % |
| Oy Finio Ab, Finland |
100 % |
| Vantaan Hienomekano Oy, Finland |
100 % |
Oy Finio Ab and Vantaan Hienomekano Oy did not conduct any business operations in 2010 or 2009.
| 2010 | 2009 | |
|---|---|---|
| Collaterals given for the parent company | ||
| Corporate mortgates |
2,511 | 2,511 |
| Mortgage on real estate |
2,744 | 2,744 |
| Guarantees | 41 | 8 |
| Collaterals given on behalf of subsidiaries | ||
| Guarantees | 150 | - |
| Other liabilities | ||
| Leasing commitments: | 2010 | 2009 |
| Due for payment before one year |
830 | 707 |
| Due for payment after 1 year but not later than 5 years |
1,057 | 1,180 |
| Total | 1,887 | 1,887 |
| Other rental commitments: | 2010 | 2009 |
| Due for payment before one year |
940 | 961 |
| Due for payment after 1 year but not later than 5 years |
2,034 | 1,897 |
| Due for payment after 5 years |
2,002 | 218 |
| Total | 4,976 | 3,076 |
| Total other liabilities | 6,863 | 4,963 |
| Total collaterals and contingent liabilities | 12,309 | 10,218 |
The Group rents many of its production and office premises. While the length of leases range from 2 to 10 years, normally they include the possibility to extend the contract after the original expiry date. The leases generally include an index clause.
| IFRS | IFRS | IFRS | IFRS | IFRS | |
|---|---|---|---|---|---|
| 2006 | 2007 | 2008 | 2009 | 2010 | |
| Net sales |
31,408 | 33,011 | 35,095 | 35,366 | 40,044 |
| Change in net sales, % |
9.6% | 5.1% | 6.3% | 0.8% | 13.2% |
| Operating profit/loss |
-143 | -197 | 1,314 | 1,190 | 507 |
| % of net sales |
-0.5% | -0.6% | 3.7% | 3.4% | 1.3% |
| Profit/loss before extraordinary |
|||||
| items and taxes |
-607 | -1,116 | 996 | 669 | 388 |
| % of net sales |
-1.9% | -3.4% | 2.8% | 1.9% | 1.0% |
| Profit/loss before taxes |
-607 | -1,116 | 996 | 669 | 388 |
| % of net sales |
-1.9% | -3.4% | 2.8% | 1.9% | 1.0% |
| Return on equity, % |
-6.1% | -11.9% | 7.4% | 3.1% | 0.5% |
| Return on investment (ROI), % |
0.0% | -0.6% | 8.2% | 5.8% | 4.2% |
| Equity ratio, % |
49.4% | 43.6 % |
46.5% | 46.8% | 44.5% |
| Investments in fixed assets |
1,928 | 2,081 | 1,213 | 2,439 | 2,569 |
| % of net sales |
6.1% | 6.3% | 3.5% | 6.9% | 6.4% |
| R&D expenditure |
1,689 | 2,005 | 2,044 | 2,409 | 2,542 |
| % of net sales |
5.4% | 6.1% | 5.8% | 6.8% | 6.3% |
| Total assets |
27,320 | 27,337 | 27,107 | 27,399 | 29,383 |
| Personnel, average |
310 | 352 | 369 | 370 | 412 |
| IFRS | IFRS | IFRS | IFRS | IFRS | |
|---|---|---|---|---|---|
| 2006 | 2007 | 2008 | 2009 | 2010 | |
| Earnings per share, undiluted, EUR |
-0,06* | -0,12* | 0,07* | 0,03* | 0,00* |
| Equity per share attributable to |
|||||
| the equity holders of the parent |
|||||
| company, EUR |
1,04 | 0,92 | 0,97 | 0,99 | 1,01 |
| Price/earnings ratio, (P/E) |
-31 | -14 | 18 | 50 | 525 |
| Dividend per share |
- | - | - | - | - |
| Dividend/earnings, % |
- | - | - | - | - |
| Effective dividend yield, % |
- | - | - | - | - |
| Series B share price trend, EUR |
|||||
| - average |
2,26 | 2,42 | 1,41 | 1,55 | 3,42 |
| - low |
1,99 | 1,51 | 0,91 | 1,27 | 1,50 |
| - high |
2,61 | 3,29 | 1,92 | 1,90 | 4,91 |
| - price at 31 Dec |
2,03 | 1,57 | 1,27 | 1,50 | 2,10 |
| Market capitalisation, EUR 1,000 |
|||||
| (assuming the market price of the |
|||||
| Series A share is the same as that |
|||||
| of the Series B share) |
26,263 | 20,312 | 16,431 | 19,406 | 27,169 |
| Turnover of Series B shares, |
|||||
| 1,000 shares |
1,530 | 3,436 | 1,742 | 1,996 | 9,415 |
| - % of total number of shares |
16.9% | 37.9% | 17.5% | 20.0% | 94.5% |
| Average number of shares, |
|||||
| adjusted for share issues |
12,937,627 12,937,627 12,937,627 12,937,627 12,937,627 | ||||
| - accounting for the dilutive |
|||||
| effect of options and bonds |
13,837,627 13,837,627 13,837,627 13,837,627 13,837,627 | ||||
| Total number of shares at the |
|||||
| closing date, adjusted for |
|||||
| share issues |
12,937,627 12,937,627 12,937,627 12,937,627 12,937,627 | ||||
| - accounting for the dilutive |
|||||
| effect of options and bonds |
13,837,627 13,837,627 13,837,627 13,837,627 13,837,627 |
*) options and bonds have no dilutive effect
| No of shareholders |
No of shares |
|||
|---|---|---|---|---|
| Series A shares |
no. | % | no. | % |
| 1. Companies |
1 | 0.1 | 24,990 | 0.8 |
| 2. Households |
9 | 99.9 | 2,950,500 | 99.2 |
| Shares on the waiting list |
- | - | 10 | 0.0 |
| Total Series A shares |
10 | 100.0 | 2,975,500 | 100.0 |
| No of |
shareholders | No of shares |
|||
|---|---|---|---|---|---|
| Series B shares |
no. | % | no. | % | |
| 1. Companies |
188 | 4.1 | 3,029,852 | 30.4 | |
| 2. Financial and insurance institutions |
6 | 0.1 | 65,676 | 0.7 | |
| 3. Public sector organisations |
1 | 0.0 | 343,138 | 3.4 | |
| 4. Non-profit organisations |
4 | 0.1 | 3,921 | 0.0 | |
| 5. Households |
4,387 | 95.3 | 6,466,726 | 64.9 | |
| 6. Foreign ownership |
16 0.3 |
47,222 | 0.5 | ||
| Shares on the joint book-entry account |
- | - | 5,592 | 0.1 | |
| Total Series B shares |
4,602 | 100.0 | 9,962,127 | 100.0 | |
| Total Series A and B shares |
4,612 | 12,937,627 |
| No of shareholders |
No of shares |
|||
|---|---|---|---|---|
| Series A shares |
no. | % | no. | % |
| 1–1,000 | 0 | 0.0 | 0 | 0.0 |
| 1,001–10,000 | 3 | 30.0 | 25,000 | 0.8 |
| 10,001–100,000 | 3 | 30.0 | 156,990 | 5.3 |
| Over 100,001 |
4 | 40.0 | 2,793,500 | 93.9 |
| Shares on the waiting list |
- | - | 10 | 0.0 |
| Total Series A shares |
10 | 100.0 | 2,975,500 | 100.0 |
| No of |
shareholders | No of shares |
||
|---|---|---|---|---|
| Series B shares |
no. | % | no. | % |
| 1–1,000 | 3,912 | 85.0 | 1,382,048 | 13.9 |
| 1,001–10,000 | 623 | 13.5 | 1,778,031 | 17.8 |
| 10,001–100,000 | 56 | 1.2 | 1,229,035 | 12.3 |
| Over 100,001 |
11 | 0.2 | 5,567,431 | 55.9 |
| Shares on the joint book-entry account |
- | - | 5,582 | 0,1 |
|---|---|---|---|---|
| Total Series B shares |
4,602 | 100,0 | 9,962,127 | 100,0 |
| Total Series A and B shares |
4,612 | 12,937,627 | ||
| Largest registered shareholders, 31 Dec 2010 | ||||
| The 10 largest shareholders | Series A |
Series B |
||
| by number of shares | shares | shares | Total shares |
% |
| Suovaniemi, Osmo |
2,265,340 | 965,207 | 3,230,547 | 25.0 |
| Biocosmos Oy |
- | 1,142,735 | 1,142,735 | 8.8 |
| Interlab Oy |
- | 1,021,762 | 1,021,762 | 7.9 |
| Suovaniemi, Ville |
208,280 | 371,300 | 579,580 | 4.5 |
| Suovaniemi, Joel |
208,280 | 333,000 | 541,280 | 4.2 |
| Suovaniemi, Oili |
111,600 | 288,935 | 400,535 | 3.1 |
| Etera Mutual Pension Insurance |
||||
| Company | - | 343,138 | 343,138 | 2.7 |
| Oy Etra Invest Ab |
- | 333,000 | 333,000 | 2.6 |
| Härkönen, Matti |
57,200 | 269,515 | 326,715 | 2.5 |
| Suovaniemi ,Vesa |
74,800 | 193,339 | 268,139 | 2.1 |
| The 10 largest shareholders | Series A |
Series B |
||
| by number of votes | shares | shares | Total votes |
% |
| Suovaniemi, Osmo |
45,306,800 | 965,207 | 46,272,007 | 66.6 |
| Suovaniemi, Ville |
4,165,600 | 371,300 | 4,536,900 | 6.5 |
| Suovaniemi, Joel |
4,165,600 | 333,000 | 4,498,600 | 6.5 |
| Suovaniemi, Oili |
2,232,000 | 288,935 | 2,520,935 | 3.6 |
| Suovaniemi, Vesa |
1,496,000 | 193,339 | 1,689,339 | 2.4 |
| Härkönen, Matti |
1,144,000 | 269,515 | 1,413,515 | 2.0 |
| Biocosmos Oy |
- | 1,142,735 | 1,142,735 | 1.6 |
| Interlab Oy |
- | 1,021,762 | 1,021,762 | 1.5 |
| Oy Tech Know Ltd |
499,800 | 70,000 | 569,800 | 0.8 |
| Etera Mutual Pension Insurance |
||||
| Company | - | 343,138 | 343,138 | 0.5 |
On 31 December 2010, members of the Board of Directors and the President and CEO owned a total of 2,386,940 Series A shares and 3,610,736 Series B shares. These represent 46.4% of the total number of shares outstanding and 73.9% of the voting rights conferred.
| Return on |
result for the period |
|---|---|
| equity, % |
X 100 shareholders' equity (average over the year) |
| Return on investment, % |
profit before extraordinary items + interest and other financial expenses X 100 balance sheet total – non-interest-bearing liabilities (average over the year) |
| Equity ratio, % |
shareholders' equity in the balance sheet X 100 balance sheet total – advance payments received |
| Earnings per share, EUR |
profit for the period average number of shares, adjusted for share issues |
| Equity per share, EUR |
shareholders' equity in the balance sheet number of shares on the closing date |
| Dividends per share, EUR |
dividends for the period number of shares on the closing date |
| Dividends per earnings, % |
dividends per share X 100 earnings per share |
| Effective dividend yield, % |
dividends per share X 100 closing share price |
| Price | closing |
|---|---|
| per | share |
| earnings | price |
| ratio, (P/E) |
earnings per share |
| 01.01. - | 01.01. - |
||
|---|---|---|---|
| 1 000 € |
Note number |
31.12.2010 | 31.12.2009 |
| Net sales | 6.2 | 25,025 | 21,828 |
| Change in inventories of finished goods |
|||
| and work in progress |
11 | -132 | |
| Other operating income |
6.3 | 237 | 170 |
| Materials and services |
6.4 | -7,168 | -5,617 |
| Personnel expenses |
6.5 | -8,937 | -7,719 |
| Depreciation, amortisation and impairment |
6.6 | -1,651 | -1,751 |
| Other operating expenses |
6.7 | -7,784 | -7,554 |
| Operating profit/loss | -266 | -774 | |
| Financial income and expenses |
6.8 | -269 | -243 |
| Profit/loss before appropriations and taxes | -534 | -1,018 | |
| Profit/loss for the period | -534 | -1,018 |
| 1000 € |
2010 | 2009 |
|---|---|---|
| Cash flows from operating activities: | ||
| Profit/loss before extraordinary items |
-534 | -1,018 |
| Adjustments for: |
||
| Depreciation according to plan |
1,651 | 1,751 |
| Unrealised exchange rate gains and losses |
-113 | 199 |
| Financial income and expenses |
164 | 93 |
| Other adjustments |
62 | 867 |
| Change in working capital: |
||
| Increase (-) or decrease (+) in current |
||
| non-interest-bearing trade receivables |
-799 | 75 |
| Increase (-) or decrease (+) in inventories |
-179 | 239 |
| Increase (+) or decrease (-) in current |
||
| non-interest-bearing liabilities |
1,251 | 112 |
| Realised exchange rate gains and losses |
351 | -70 |
| Interest and other financial items paid |
-452 | -472 |
| Dividends received |
246 | 218 |
| Interest received from operating activities |
2 | 45 |
| Cash flows from operating activities | 1,651 | 2,040 |
| Cash flows from investing activities: | ||
| Investments in tangible and intangible assets |
-1,768 | -1,826 |
| Investments in other investments |
-100 | - |
| Capital gains from other investments |
- | 117 |
| Proceeds from sales of tangible and intangible assets |
- | 1 |
| Cash flows from investing activities | -1,868 | -1,709 |
| Cash flows from financing activities: | ||
| Increase in long-term borrowings |
5,650 | - |
| Repayments of long-term borrowings |
-5,413 | -381 |
| Cash flows from financing activities | 237 | -381 |
| Increase (+) or decrease (-) in cash and cash equivalents |
20 | -49 |
| Cash and cash equivalents at beginning of period |
467 | 516 |
| Cash and cash equivalents at end of period |
487 | 467 |
When preparing financial statements in accordance with generally accepted accounting principles, the company's management must make estimates and assumptions. Actual results may differ from these estimates.
These financial statements have been prepared in accordance with the Finnish Accounting Act.
The financial statements are presented in thousands of euros and are based on initial transaction values, except for the marketable securities included in current assets, which have been measured at fair value.
Property, plant, and equipment have been entered in the balance sheet at the original acquisition cost less grants received, depreciation according to plan, and impairment. Depreciation according to plan has been calculated on a straight-line basis over the useful economic lives of the items of property, plant, or equipment.
Depreciation periods according to plan are:
| Intangible rights |
3–10 years |
|---|---|
| Goodwill | 10 years |
| Development expenditure |
5 years |
| Other capitalised expenditure |
5–10 years |
| Buildings | 20 years |
| Machinery and equipment |
3–10 years |
Inventories are presented according to the FIFO principle at acquisition cost, or at the lower of the replacement cost and the probable sale price. In addition to the direct costs, the acquisition cost of inventories includes an appropriate proportion of production overheads.
Marketable securities included in current assets are measured at fair value. The fair value of all investments is measured on the basis of released price quotations on well-functioning markets – that is, buy quotations on the closing date. Both gains and losses due to changes in fair value are recorded in the income statement in the period in which they materialised.
Research expenditure is expensed in the year it is incurred. Development expenditure for new products has been capitalised as intangible assets in the balance sheet since 1 January 2004 and amortised over the economic lives of the products to a five-year maximum.
Net sales are calculated as gross sales less indirect sales taxes and discounts. Revenues from products and services are recognised upon delivery.
Maintenance and repair costs are recorded as expenses in the financial year they are incurred. The costs for renovating rented premises have been capitalised under 'other capitalised expenditure', with depreciation calculated on a straight-line basis over the remainder of the term of lease.
Pension schemes and any additional pension benefits required by Finnish law are arranged through pension insurance companies. Pension costs are recorded over the term of service of employees on an accrual basis.
Deferred taxes have not been recognised in the balance sheet. In accordance with the general guidelines of the Finnish Accounting Standards Board, issued on 12 September 2006, the notes to the financial statements present the amount of deferred taxes that could be recognised in the balance sheet and assets that are unlikely to materialise and as such should not be recognised in the balance sheet.
Figures for receivables and liabilities in foreign currencies are converted into euros at the exchange rate quoted by the European Central Bank on the closing date. Exchange rate gains and losses are recognised through profit or loss.
| 2010 | 2009 | |
|---|---|---|
| Liquid handling |
23,542 | 20,615 |
| Diagnostics | 1,483 | 1,213 |
| Total | 25,025 | 21,828 |
| 2010 | 2009 | |
|---|---|---|
| Finland | 1,770 | 1,484 |
| The rest of Europe |
10,789 | 10,439 |
| North and South America |
5,061 | 3,819 |
| Asia | 3,985 | 2,934 |
| Other countries |
3,420 | 3,152 |
| Total | 25,025 | 21,828 |
| 2010 | 2009 | |
|---|---|---|
| Gains on sale of tangible assets under non-current assets |
- | 1 |
| From Group companies |
36 | 45 |
| Other | 201 | 124 |
| Total | 237 | 170 |
| 2010 | 2009 | |
|---|---|---|
| Purchases during the year |
7,088 | 5,369 |
| Change in inventories |
-167 | 108 |
| Total raw materials and consumables |
6,921 | 5,476 |
| External services |
247 | 140 |
| Total materials and services |
7,168 | 5,617 |
| 2010 | 2009 | |
|---|---|---|
| Salaries and wages |
7,800 | 6,697 |
| Pension expenses |
1,274 | 1,139 |
| Other personnel expenses |
386 | 360 |
| Wages and salaries capitalised in non-current assets |
-522 | -476 |
| Total personnel expenses |
8,937 | 7,719 |
During the financial year, EUR 408 thousand (EUR 420 thousand) was capitalised in development expenditure and EUR 114 thousand (EUR 56 thousand) in relation to mould production.
Average number of employees by the parent
| company during the year |
2010 | 2009 |
|---|---|---|
| Salaried employees |
97 | 88 |
| Non-salaried employees |
95 | 86 |
| Average number of personnel |
192 | 174 |
| Personnel at end of period |
201 | 175 |
| 2010 | 2009 | |
|---|---|---|
| Intangible assets |
601 | 627 |
| Buildings | 142 | 139 |
| Machinery and equipment |
907 | 985 |
| Total | 1,651 | 1,751 |
| 2010 | 2009 | |
|---|---|---|
| Travel and other personnel-related expenses |
1,040 | 896 |
| Rent and maintenance expenses |
2,026 | 1,784 |
| Marketing and sales expenses |
2,018 | 1,447 |
| Other external services |
1,655 | 1,342 |
| Impairment of trade receivables |
48 | 943 |
| Other operating expenses |
997 | 1,143 |
| Total | 7,784 | 7,554 |
Impairment of trade receivables includes EUR 0 thousand (EUR 920 thousand) in receivables from Group companies.
| 2010 | 2009 | |
|---|---|---|
| Income from shares in Group companies |
246 | 218 |
| Interest income from long-term investments |
||
| From others |
2 | 1 |
| Total income from other investments under non-current assets |
2 | 1 |
| Other interest and financial income |
||
| From others |
- | 44 |
| Other interest and financial income |
- | 44 |
| Total other interest and financial income |
249 | 263 |
|---|---|---|
| Interest expenses and other financial expenses |
||
| Outgoing to Group companies |
-14 | -14 |
| Outgoing to others |
-503 | -492 |
| Total financial expenses |
-517 | -507 |
| Total financial income and expenses |
-269 | -243 |
| Foreign exchange losses included under |
||
| 'Financial income and expenses' |
-25 | -2 |
The items presented as components of operating profit include EUR 464 thousand in (net) exchange rate gains (EUR 268 thousand in net exchange rate losses).
| Other | |||||
|---|---|---|---|---|---|
| Development Intangible | capitalised | ||||
| 2010 | expenditure | rights | Goodwill expenditure | Total | |
| Acquisition cost at beginning of year |
1,806 | 1,832 | 6,558 | 1,562 | 11,759 |
| Increases | 565 | 260 | - | 545 | 1,370 |
| Decreases | - | - | - | - | - |
| Transfers between items |
- | - | - | -276 | -276 |
| Acquisition cost at end of year |
2,372 | 2,092 | 6,558 | 1,831 | 12,853 |
| Accumulated amortisation and |
|||||
| impairment at beginning of year |
-356 | -1,312 | -6,206 | -1,241 | -9,115 |
| Amortisation and impairment |
|||||
| during the year |
-112 | -114 | -352 | -23 | -601 |
| Accumulated amortisation at |
|||||
| end of year |
-468 | -1,426 | -6,558 | -1,264 | -9,716 |
| Carrying amount at end of year |
1,903 | 666 | 0 | 567 | 3,136 |
Acquisition costs consist of patents transferred and a liquidation loss as a result of the dissolution of Locus genex Oy
| Other | |||||
|---|---|---|---|---|---|
| Development Intangible | capitalised | ||||
| 2009 | expenditure | rights | Goodwill expenditure | Total | |
| Acquisition cost at beginning of year |
1,195 | 1,730 | 6,558 | 1,309 | 10,791 |
| Increases | 420 | 102 | - | 760 | 1,283 |
| Decreases | - | - | - | - | - |
| Transfers between items |
191 | - | - | -507 | -316 |
| Acquisition cost at end of year |
1,806 | 1,832 | 6,558 | 1,562 | 11,759 |
| Accumulated amortisation and |
|||||
| impairment at beginning of year |
-222 | -1,203 | -5,854 | -1,210 | -8,489 |
| Amortisation and impairment |
|||||
| during the year |
-135 | -109 | -352 | -31 | -627 |
| Accumulated amortisation at |
|||||
| end of year |
-356 | -1,312 | -6,206 | -1,241 | -9,115 |
| Carrying amount at end of year |
1,450 | 520 | 352 | 321 | 2,644 |
| Machinery | |||
|---|---|---|---|
| 2010 | Buildings | equipment | Total |
| Acquisition cost at beginning of year |
2,776 | 13,397 | 16,174 |
| Increases | 27 | 321 | 347 |
| Decreases | - | -174 | -174 |
| Transfers between items |
- | 276 | 276 |
| Acquisition cost at end of year |
2,803 | 13,821 | 16,624 |
| Accumulated depreciation and impairment |
|||
| at beginning of year |
-1,144 | -9,886 | -11,030 |
| Accumulated depreciation of decreases |
- | 98 | 98 |
| Depreciation during the year |
-142 | -907 | -1,050 |
| Accumulated depreciation at end of year |
-1,286 | -10,695 | -11,982 |
| Carrying amount at end of year |
1,517 | 3,125 | 4,642 |
The undepreciated acquisition cost of production machinery and equipment is EUR 2,858 thousand (EUR 3,248 thousand).
| Machinery and |
|||
|---|---|---|---|
| 2009 | Buildings | equipment | Total |
| Acquisition cost at beginning of year |
2,594 | 12,722 | 15,316 |
| Increases | 182 | 363 | 545 |
| Decreases | - | -4 | -4 |
| Transfers between items |
- | 316 | 316 |
| Acquisition cost at end of year |
2,776 | 13,397 | 16,174 |
| Accumulated depreciation and impairment |
|||
| at beginning of year |
-1,005 | -8,905 | -9,910 |
| Accumulated depreciation on decreases |
- | 4 | 4 |
| Depreciation during the year |
-139 | -985 | -1,124 |
| Accumulated depreciation at end of year |
-1,144 | -9,886 | -11,030 |
| Carrying amount at end of year |
1,632 | 3,511 | 5,143 |
| 6.11 SHARES AND HOLDINGS | |||
| 2010 Shares | Group companies |
Other shares |
Total |
| Carrying amount at beginning of year |
3,849 | 7 | 3,856 |
| Increases | 108 | - | 108 |
| Carrying amount at end of year |
3,957 | 7 | 3,963 |
The increase in shares and holdings is composed of the share capital of Biohit Biotech (Suzhou) Co., Ltd, China.
| 2009 Shares | Group companies |
Other shares |
Total |
|---|---|---|---|
| Carrying amount at beginning of year |
3,805 | 7 | 3,812 |
| Increases | 44 | - | 44 |
| Carrying amount at end of year |
3,849 | 7 | 3,856 |
| 2010 | 2009 | |
|---|---|---|
| Raw materials and consumables |
1,952 | 1,848 |
| Products in progress |
441 | 520 |
| Finished products/goods |
1,166 | 1,013 |
| Total inventories |
3,560 | 3,381 |
| 6.13 RECEIVABLES | ||
|---|---|---|
| Non-current receivables | 2010 | 2009 |
| Receivables from others |
||
| Pre-payments and accrued income |
31 | - |
| Total non-current receivables |
31 | - |
| Current receivables | 2010 | 2009 |
| Receivables from Group companies |
||
| Trade receivables |
5,802 | 5,117 |
| Other receivables |
24 | 20 |
| Total | 5,826 | 5,137 |
| Receivables from others |
||
| Trade receivables |
2,152 | 2,211 |
| Other receivables |
256 | 195 |
| Pre-payments and accrued income |
206 | 127 |
| Total | 2,613 | 2,533 |
| Total current receivables |
8,439 | 7,671 |
As of 31 December 2010, EUR 31 thousand (EUR 20 thousand) in convertible bond issue costs were capitalised in pre-payments and accrued income. Capitalised expenditure is expensed over the remaining five years (one year) to maturity.
| 2010 | 2009 | |
|---|---|---|
| Investments in funds |
500 | 400 |
Marketable securities consist of investments in interest funds.
| 2010 | 2009 | |
|---|---|---|
| Cash at bank and in hand |
487 | 467 |
| 2010 | 2009 | |
|---|---|---|
| Share capital, 1 Jan. and 31 Dec. |
2,199 | 2,199 |
| Invested unrestricted equity fund, 1 Jan. and 31 Dec. |
12,230 | 12,230 |
| Accumulated profit/loss from previous years, 1 Jan. and 31 Dec. |
-3,742 | -2,724 |
| Reported profit/loss for the year |
-534 | -1,018 |
| Total shareholders' equity |
10,152 | 10,687 |
Biohit's shares are divided into Series A and B shares. The series differ to the extent that each Series A share confers 20 (twenty) votes at General Meetings and Series B shares confer one vote. However, in the payment of dividends, a dividend two per cent higher than the nominal value is paid for Series B shares than is paid for Series A shares.
| Structure of the parent company's | 2010 | 2009 | ||||
|---|---|---|---|---|---|---|
| shareholders' equity | no. | EUR | % of shares % |
of votes |
no. | EUR |
| Series A shares |
||||||
| (20 votes per |
share) 2,975,500 | 505,835 | 23.0 | 85.7 2,975,500 | 505,835 | |
| Series B shares |
||||||
| (1 vote per share) |
9,962,127 1,693,562 | 77.0 | 14.3 9,962,127 1,693,562 | |||
| Total | 12,937,627 2,199,397 | 100.0 | 100.0 12,937,627 2,199,397 |
According to theArticles ofAssociation, the company's minimum share capital is EUR 1,063,101.29 and the maximum share capital EUR 4,252,405.16. Within these limits, the share capital can be increased or decreased without amendment to the Articles of Association.
The company does not own any of its own shares. The Board of Directors has no authorisations in force to carry out a share issue or issue of convertible bonds or bonds with warrants, or to buy back the company's own shares. The company has no share option schemes.
| Warranty provisions |
2010 | 2009 |
|---|---|---|
| Increases in provisions |
50 | - |
| Provision, 31 Dec. |
50 | - |
| Total provisions |
50 | - |
The company has a total of EUR 1,978 thousand (EUR 2,399 thousand) in deferred tax assets from tax losses and temporary differences. The company's management estimates that EUR 1,330 thousand (EUR 1,568 thousand) of this amount can be utilised.
| 2010 | 2009 | |
|---|---|---|
| Loans from Group companies |
231 | 231 |
| Loans from others |
||
| Loans from financial institutions |
3,255 | 2,456 |
| Convertible bonds |
4,050 | - |
| Other non-current liabilities |
- | 47 |
| Interest on capital loans |
657 | 618 |
| Total non-current liabilities |
8,194 | 3,353 |
| Liabilities falling due after five years | 2010 | 2009 |
| Loans from financial institutions |
511 | 473 |
| Capital loans |
696 | 775 |
| Total | 1,207 | 1,248 |
Non-current liabilities incude EUR 4,050 thousand in convertible bonds. The main terms for these bonds are presented in the notes to the consolidated financial statements, under Note 2.23.
| 2010 | 2009 | |
|---|---|---|
| From related parties |
696 | 775 |
| Total | 696 | 775 |
The company has capital loans totalling EUR 696 thousand. The main terms for these loans are detailed in the notes to the consolidated financial statements.
| 2010 | 2009 | |
|---|---|---|
| Convertible bonds |
- | 4050 |
| Loans from financial institutions, current portion |
577 | 965 |
| Other non-current liabilities, current portion |
47 | 95 |
| Advances received |
42 | 32 |
| Trade payables |
1,477 | 1,083 |
| Accrued liabilities and pre-paid income |
2,308 | 1,851 |
| Other liabilities |
195 | 172 |
| Liabilities to Group companies |
||
| Trade payables |
888 | 426 |
| Accrued liabilities and pre-paid income |
132 | 73 |
| Total current liabilities |
5,666 | 8,747 |
Accrued liabilities and pre-paid income include wage and salary accruals totalling EUR 1,405 thousand (EUR 1,139 thousand), leasing cost amortisation of EUR 180 thousand (EUR 240 thousand), and interest cost amortisation of EUR 117 thousand (EUR 90 thousand).
| Liabilities for which mortgages have been pledged as collateral | 2010 | 2009 |
|---|---|---|
| Loans from financial institutions |
3,448 | 3,033 |
| Corporate mortgages |
2,276 | 2,276 |
| Mortgages on real estate |
1,500 | 1,500 |
| Other liabilities | 47 | 142 |
| Mortgages on real estate |
763 | 763 |
| Leasing agreements | 1,292 | 1,715 |
| Corporate mortgages |
235 | 235 |
| Leasing commitments | 2010 | 2009 |
| Due for payment the following year |
832 | 572 |
| Due for payment at a later date |
1,301 | 1,271 |
| Total | 2,133 | 1,843 |
| Rental commitments | 2010 | 2009 |
| Due for payment the following year |
431 | 429 |
| Due for payment at a later date |
861 | 1,286 |
| Total | 1,292 | 1,715 |
Leasing commitments and rents mainly consist of fixed-term leasing and rental under agreements that are effective for more than one year.
| 2010 | 2009 | |
|---|---|---|
| Guarantees given on behalf of Group companies |
150 | - |
| OTHER CONTINGENT LIABILITIES | ||
| 2010 | 2009 | |
| Guarantees | 8 | 8 |
The Board of Directors proposes to the Annual General Meeting that no dividend be paid and that the parent company's loss of EUR 534,475.32 be transferred to retained losses.
Helsinki, 28 February 2011
Chairman of the Board Vice-Chairman of the Board Member of the Board Member of the Board
Reijo Luostarinen Jukka Ant-Wuorinen Osmo Suovaniemi Kalle Kettunen
Ainomaija Haarla Eero Lehti Mikko Salaspuro Member of the Board Member of the Board Member of the Board
We have today issued an auditor's report on the audit performed.
Helsinki, 28 February 2011
Ernst & Young Oy Authorised Public Accounting Firm
Erkka Talvinko Authorised Public Accountant
We have audited the accounting records, the financial statements, the report of the Board of Directors, and the administration of Biohit Oyj for the financial period 1.1. - 31.12.2010. The financial statements comprise the consolidated statement of financial position, statement of comprehensive income, statement of changes in equity and statement of cash flows, and notes to the consolidated financial statements, as well as the parent company's balance sheet, income statement, cash flow statement and notes to the financial statements.
The Board of Directors and the Managing Director are responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU, as well as for the preparation of financial statements and the report of the Board of Directors that give a true and fair view in accordance with the laws and regulations governing the preparation of the financial statements and the report of the Board of Directors in Finland. The Board of Directors is responsible for the appropriate arrangement of the control of the company's accounts and finances, and the Managing Director shall see to it that the accounts of the company are in compliance with the law and that its financial affairs have been arranged in a reliable manner.
Our responsibility is to express an opinion on the financial statements, on the consolidated financial statements and on the report of the Board of Directors based on our audit. The Auditing Act requires that we comply with the requirements of professional ethics. We conducted our audit in accordance with good auditing practice in Finland. Good auditing practice requires that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and the report of the Board of Directors are free from material misstatement, and whether the members of the Board of Directors of the parent company and the Managing Director are guilty of an act or negligence which may result in liability in damages towards the company or violated the Limited Liability Companies Act or the articles of association of the company.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements and the report of the Board of Directors. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation of financial statements and report of the Board of Directors that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and
the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements and the report of the Board of Directors.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
In our opinion, the consolidated financial statements give a true and fair view of the financial position, financial performance, and cash flows of the group in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU.
In our opinion, the financial statements and the report of the Board of Directors give a true and fair view of both the consolidated and the parent company's financial performance and financial position in accordance with the laws and regulations governing the preparation of the financial statements and the report of the Board of Directors in Finland. The information in the report of the Board of Directors is consistent with the information in the financial statements.
Helsinki, 28 February 2011
Ernst & Young Oy Authorized Public Accountant Firm
Erkka Talvinko Authorized Public Accountant
Laippatie 1 00880 Helsinki, Finland Puh: +358-9-773 861 Faksi: +358-9-773 86 292 [email protected]
Factory
Tietokatu 4 87400 Kajaani, Finland
www.biohit.com
Biohit Deutchland GmbH Raiffeisenstrasse 1a 61191 Rosbach, Germany Puh: +49-6003-82 820 Faksi: +49-6003-828 222 [email protected]
Biohit Japan Co., Ltd. NB Building 6F 2-15-10 Iwamoto-cho, Chiyoda-ku Tokyo, 101-0032, Japan Puh: +81-3-5822 0021 Faksi: +81-3-5822 0022 [email protected]
Biohit Ltd. Unit 1, Barton Hill Way Torquay, Devon TQ2 8JG, United Kingdom Puh: +44-1803-315 900 Faksi: +44-1803-315 530 [email protected]
Biohit SAS 2 Rue du Grand Chêne 78830 Bonnelles, France Puh: +33-1-3088 4130 Faksi: +33-1-3088 4102 [email protected]
3535 Route 66, Bldg. 4 Neptune, N.J. 07753, U.S.A. Puh: +1-732-922 4900 Faksi: +1-732-922 0557 [email protected]
Biohit OOO, Saint-Petersburg
VO, line 5, 68, Unit 4, letter D 199178 Saint-Petersburg, Russia Puh: +7-812-327 5327 Faksi: +7-812-327 5323 [email protected]
Petrovsko-Razumovsky av., 29, Unit 2 127287 Moscow, Russia Puh: +7-495-748 1613 Faksi: +7-495-613 5577 [email protected]
Biohit Biotech (Suzhou) Co., Ltd. Room 501, Office Block Hotel Equatorial 65 Yan An Xi Lu Shanghai, 200040 P. R. China Puh: +86-21-6248 5589 Faksi: +86-21-6248 7786 [email protected]
Biohit Biotech Systems (India)
Private Limited No.10, Anna Avenue, Bhakthavatsalam Nagar, Adyar, Chennai 600020, India [email protected]
Representative Office
Biohit Representative Office 1 North Bridge Road #12-01 High Street Center, Singapore 179094 Puh: +65 9797 0280 Faksi: +65 6336 6534
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