Annual Report • Mar 30, 2015
Annual Report
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BIOHIT Oyj • Annual Report 2014
| Biohit in brief 1 |
|---|
| Year 2014 2 |
| CEO's review 4 |
| Strategy 6 |
| Quality and environment 8 |
| Board of Directors and |
| Management Team 10 |
| Information for shareholders 12 |
| Summary of stock |
| exchange releases 13 |
| Corporate governance 2014 14 |
| Financial Statements 20 |
Biohit Oyj was established in 1988. Biohit Oyj is a globally operating Finnish biotechnology company. Biohit's mission is 'Innovating for Health' – we provide innovative products and services to promote research and early diagnostics.
Our objective is to improve quality of life by preventing disease, human suffering and financial loss. Being a socially responsible company, we feel it is our duty to raise public awareness of acetaldehyde, a Group 1 carcinogen. Biohit is headquartered in Helsinki, Finland and has subsidiaries in Italy and the UK. Biohit's Series B share (BIOBV) is quoted on NASDAQ OMX Helsinki under Small cap/Healthcare.
Gastrointestinal diseases are a growing worldwide phenomenon that also involve significant medical, ethical and economic issues. Gastrointestinal disorders are the most common cause of complaints regarding treatment, or insufficient treatment. The ageing population represents a growing financial constraint on the healthcare system, and cost-efficient solutions are needed urgently.
Biohit's products and services are safe, ethical and cost-efficient innovations for diagnosing and preventing gastrointestinal diseases and the associated risks.
We launched three new tests: BIOHIT ColonView test, which traces fecal occult blood, BIOHIT Active B12 (holotranscobalamin) vitamin test, and BIOHIT Calprotectin ELISA test for determining inflammatory bowel disease (IBD) and monitoring its treatment, and to distinguish it from irritable bowel syndrome (IBS).
We continued to grow our sales and distributor network and directed resources to ensuring product registrations. We also expanded our product range and focused our sales measures to include new target groups. Partnership-type cooperation with our associates was emphasized further. In marketing, we focused on measures with direct support to sales.
During the year, the average number of personnel employed by the Group was 50 (44 in 2013) of whom 41 (34) were employed by the parent company and 9 (10) by the subsidiaries. At the end of the year, the Group employed 51 (47) personnel, of whom 42 (38) were employed by the parent company and 9 (9) by the subsidiaries.
Biohit continued to allocate significant resources on launching new products on the market. Production investment focused on process automation and the optimization of the material flow. Continuous improvement guarantees high standard of products and an ability to meet customer needs in the best possible way.
Our strong financial position allows determined investments in an international distributor network, as well as the development and commercialization of new products. At the end of the financial year, the company's financial assets totalled EUR 10.4 million.
Average number of personnel in continuing operations 2010–2014
to enable early diagnosis and prevention of diseases of the gastrointestinal tract
Net sales
87.5%
4.4MEUR
commercialization of new products and support to international distribution channels
enablement of appropriate and adequate treatment, early prevention of serious diseases, public health
| BIOHIT GROUP KEY FIGURES | 2014 | 2013 |
|---|---|---|
| Net sales, MEUR | 4.4 | 3.5 |
| Operating profit/loss, MEUR | –4.5 | –5.9 |
| Profit/loss before taxes, MEUR | –4.3 | –5.9 |
| Profit/loss for the period, continuing operations, MEUR | –4.4 | –5.9 |
| Profit/loss for the period, discontinued operations, MEUR | 3.3 | 0.0 |
| Profit/loss for the period, MEUR | –1.2 | –5.9 |
| Average number of personnel | 50 | 44 |
| Number of personnel at the end of the period | 51 | 47 |
| Equity ratio % | 87.5 | 82.2 |
| Earnings per share, continuing operations, EUR | –0.32 | –0.43 |
| Earnings per share, discontinued operations, undiluted, EUR | 0.23 | |
| Earnings per share, discontinued operations, diluted | 0.22 | |
| Shareholders´ equity per share, EUR | 0.9 | 1.6 |
| Average number of shares during the period | 13,941,286 | 13,727,251 |
| Number of shares at the period end | 14,135,593 | 13,810,593 |
We were supported by international research teams. In 2014, we continued developing our business operations on several fronts. We carried on building our international sales network, promoted the registration of our products in different market areas alongside our partners, and launched new products.
We expanded our Acetium capsule sales channels in Asia by signing a contract with Giraffes Pharmaceutical Company on the sale and marketing of the capsule in Taiwan. Furthermore, distribution of the Acetium lozenge in China was boosted by a contract we signed with Eastar Pharmaceuticals. Alongside the new contracts, the distribution of Acetium products was expanded in Romania (A&P Italian Pharmaceuticals S.r.l), Serbia (Biohemed) and Mongolia (IlDengunHoshuu).
We strengthened our international diagnostics distribution network in France and North Africa by entering collaboration with Eurobio. In addition to France, Eurobio operates as Biohit's diagnostics distributor in Morocco, Tunisia and Algeria. We also signed a contract with Bestbion on the distribution of quick tests in Germany.
In 2014, we boosted the sale of our diagnostics products throughout the world with a number of new distribution contracts. In Europe, new distribution contracts saw us enter the markets in Romania (A&P Italian Pharmaceuticals S.r.l), Serbia (Biohemed), Spain (Biomed S.A.), Portugal (Meditecno Mèdicos e Sistemas de Diagnòstico Lda), Moldova (ERICON S.r.l.) and Slovakia (Aloris Vital s.r.o). The contract extension with Polygon Diagnostics AG will also improve our product distribution in Switzerland.
As a result of our contract extension with Laboratorios Progalénika S.A. de C.V, our diagnostics products are now being distributed to most Latin American countries. The contract covers Argentina, Bolivia, Brazil, Chile, Colombia, Costa Rica, Ecuador, El Salvador, Guatemala, Guyana, French Guyana, Honduras, Mexico, Nicaragua,
Panama, Paraguay, Peru, Suriname, Uruguay and Venezuela. In Peru, we also signed a contract with Productos Weens S.r.l.
In the United States, we began cooperation with BiosPacific, Inc. and JOLI Medical Products Inc. In the Middle East, our new contracts cover Jordan (Al-Misbar Medical Technology Co.), Egypt (Gulfmed) and Kuwait (Gulf Orlando Medical Company). In Asia, we signed contracts with China (R&D Systems China Co.), Korea (MoiGen), Japan (Kureha Trading Co. Ltd.) and Taiwan (Youlum Biotechnology Co. Ltd and Jolex); these contracts will have an impact on our diagnostics business.
In late 2013, we signed a contract with Dynex Technologies, Inc. on the retail sale of analysers. The contract validation project was completed in April 2014. With the help of an integrated system, small- and medium-sized laboratories can add GastroPanel to their service range easily and cost-effectively.
We also extended the sale of our own patented products in the EU area, by opening an online store.
More information: http://www.biohithealthcare.com/ investors/stock-exchange-releases
In May, the findings of international research teams on the Acetium® capsule were presented at the world's leading conference on gastroenterology, Digestive Disease Week, which was held in Chicago.
During 2014, we launched two studies on the potential efficacy of Acetium in the prevention of migraine-type headache episodes. These studies aim to assess the efficacy of Acetium® capsules in preventing headache episodes in persons suffering from migraine and cluster/ Horton headaches. Both projects are being carried out as multicentre studies in partnership with Terveystalo Oy and Aava Medical Centre in six centres across Finland.
Towards the end of the year, we agreed with our Chinese joint venture Biohit Biotech (Hefei) Co., Ltd on a study to be carried out in China in order to assess the suitability of Acetium® capsules as potential medication for arresting the progression of, or reversing, atrophic gastritis.
As a biotechnology company, we want to have an impact on people's wellbeing and to help in the prevention and early diagnosis of socially significant diseases. Our products and services can considerably lower healthcare costs, prolong careers and postpone retirement, and provide better quality of life and wellbeing. During the past year, we made three additions to our range of products:
The BIOHIT Calprotectin ELISA test enables the differentiation of inflammatory bowel diseases from irritable bowel syndrome. It is also suitable for the monitoring of inflammatory bowel diseases.
The BIOHIT Active B12 (holotranscobalamin) vitamin test determines biologically active B12 vitamin deficiency on the basis of a venous blood sample. Vitamin B12 deficiency can occur in seemingly healthy people, and the risk increases with age.
The BIOHIT ColonView test is a highly sensitive quick test for the early identification, screening and diagnostics of colorectal cancer.
We have fantastic employees at Biohit and are an agile operator in the international market. I would also like to extend my thanks to our investors for the active approach they have taken in the past year – we are listening.
Semi Korpela
Quality is a cornerstone of our operations and we aim to promote its constant improvement.
Our vision is to be the world's leading biotechnology company in our selected gastrointestinal tract markets. These markets are:
Quick tests support our product range in gastrointestinal tract diagnostics according to our strategy.
In terms of business development, research and product development, we focus on enhancing the efficiency of our operations by improving project management and by focusing our resources on the successful completion of our most business-critical projects. We aim to complete at least two product development or product improvement projects each year.
Joint Venture Biohit Biotech (Hefei) Co., Ltd is proceeding towards the start of GastroPanel production. The joint venture partners have been working intensively since June 2013 to fulfil the local as well as international regulations in order to start the manufacturing of GastroPanel kits for the Chinese market.
At the end of the reporting period, a reimbursement decision on the three GastroPanel® tests (pg-l, pg-II, gastrin-17) was issued in seven Chinese provinces: Anhui, Gansu, Henan, Shandong, Shanxi, Sichuan and Tianjin.
CEO Liu Feng, Biohit Biotech (Hefei) Co., Ltd says that obtaining the official production license is work in progress. The regulatory approvals regarding the start of the production are pending and are expected to be finalized by the end of 2015. The constructions of the manufacturing facility are nearing completion and the manufacturing instruments meet the highest international quality standards.
The Key Flag Symbol is the sign of origin for products manufactured in Finland.
Biohit's products and services are innovative, ethical and cost-efficient. Our product development, production and marketing are governed by strict quality regulations. We are committed to continuous improvement of our operations, and we develop our processes according to the lean principle. We also constantly monitor our performance with quality and environmental meters.
Our healthcare equipment carries the CE mark, and our diagnostics products are designed and inspected according to the IVD Directive 98/79/EC. Our Acetium products meet the requirements of the Medical Devices Directive 93/42/EC, and they carry the Key Flag symbol. Biohit's quality and environmental certificates meet the ISO 9001, ISO 13485 and ISO 14001 standards. The overseas air freight deliveries of our products are handled more fluently due to the 'known consignor' status granted by the Finnish Transport Safety Agency Trafi.
Active communication with our customers and their feedback are important to us. We analyse the feedback we receive from our consumers and distributors and develop our products accordingly. Ideas of the users may, for example, result in the development of new products. One of the key features of our products is their ease of use, which we have developed over the past year on the basis of customer feedback, e.g. by making instructions clearer and by improving the products.
Biohit has assessed the key environmental aspects of its operations. In accordance with our environmental policy, we design our products to keep their environmental burden as low as possible throughout their life cycle. This takes place, for example, by reducing the use of harmful substances in products and by selecting recycled material for the packaging. Biohit is a member of the Environmental Register of Packaging PYR Ltd and Der Grüne Punkt, a packaging recycling and reuse programme. Environmental issues also affect our choice of subcontractors; we prioritise companies with certified quality and environmental systems.
9
In late 2014, Biohit was granted the status of 'known consignor', which is recognition by the Finnish Transport Safety Agency Trafi and related to aviation security measures by the EU. To gain the status, Biohit's employees must be familiar with the security requirements of freight traffic and comply with the regulations as part of the protected order-delivery chain. Security training attended by all employees of the company headquarters was one of the requirements for granting the status.
Logistics Manager Kaija Kujansuu: 'We wanted the 'known consignor' recognition as it facilitates our air freight deliveries even further. If a shipment is not sent by a known consignor, it will go through a scanning process in the airport freight terminals. Faster freight handling shortens the overall delivery time, and that way we can ensure an undisturbed cold chain for diagnostics tests.'
PANU HENDOLIN, BORN IN 1971
ANNIKA ASTOLA, BORN IN 1974
KARI SYRJÄNEN, BORN IN 1948
Biohit Oyj's Annual General Meeting will be held at Pörssitalo, Fabianinkatu 14, Helsinki, on Monday, 20 April 2015, starting at 3.00 pm. Listed company shareholders wishing to attend the Annual General Meeting shall notify the company no later than 10 am on 15th of April 2015 at which point the corresponding notification must have reached the Company.
Registration may be submitted:
On 31 December 2014, the parent company had EUR 9,132,650.85 (EUR 18,925,151.92) in distributable assets (non-restricted equity), of which the loss for the financial period accounts for EUR 550,514.94 (loss of EUR 4,353,257.22). The Board of Directors proposes to the Annual General Meeting that no dividend be distributed for the most recent financial period.
Total number of shares: 14,135,593 Series A shares (20 votes/share): 2,975,500 Series B shares (1 vote/share): 11,160,093 Biohit Oyj Series B shares are listed on NASDAQ OMX Helsinki in the Small cap group. The shares are traded under the code BIOBV. More detailed information on the Biohit Oyj share is presented in the Notes to the Financial Statements, and is also available on the company's website, www.biohithealthcare.com/ Investors.
Published financial reports and other stock exchange releases can be read on Biohit's website: www. biohithealthcare.com/Investors. The website also contains an online form for ordering electronic copies, which will be e-mailed to you.
Thursday 7 May 2015 Interim report January–March 2015 (Q1) Thursday 20 August 2015 Interim report January–June 2015 (Q2) Thursday 22 October 2015 Interim report January–September 2015 (Q3)
Biohit observes a silent period for three weeks prior to the publication of financial results. During this period, management and other personnel will not comment on the company's financial position or markets, nor will they meet with capital market or financial media representatives.
However, if an event that requires immediate publication does occur during the silent period, Biohit will publish the information without delay in accordance with disclosure regulations, and can also comment on the matter in question.
| 18th Feb 2014 | Biohit suspends trial aiming at H. pylori eviction |
|---|---|
| 27th Feb 2014 | Biohit Group Financial Statement Release 2013 |
| 11th Mar 2014 | Notice of Biohit Oyj's Annual General Meeting |
| 20th Mar 2014 | Increased number of Biohit shares entered into trade register |
| 24th Mar 2014 | Publication of Biohit Oyj Annual Report 2013 |
| 1st Apr 2014 | The liquid handling business acquisition escrow account funds returned to Biohit Oyj |
| 14th Apr 2014 | GastroPanel validation for Dynex automate completed |
| 14th Apr 2014 | Decisions of the Annual General Meeting of Biohit Oyj |
| 29th Apr 2014 | Biohit Oyj starts two clinical trials with Acetium® capsule for prevention of migraine-type headache |
| 8th May 2014 | Biohit Group Interim Report Q1-2014 |
| 11th Jun 2014 | The European Commission's response to the question of food acetaldehyde by MEP Sirpa Pietikäinen |
| 12th Jun 2014 | Biohit Oyj B-shares Subscribed with Stock Options I and II 2013 |
| 1st Jul 2014 | Biohit Oyj and Giraffes Pharmaceutical Co. to sign an Acetium distribution agreement |
|---|---|
| 5th Aug 2014 | Chinese Health Associations give consensus clause on early gastric cancer screening with GastroPanel entity |
| 15th Aug 2014 | Biohit Oyj and Eastar Pharmaceuticals LLC to sign an Acetium® lozenge distribution agreement |
| 21st Aug 2014 | Biohit Group Interim Report Q2-2014 |
| 29th Aug 2014 | Changes to Biohit Oyj's management |
| 12th Sep 2014 | Biohit Oyj B-shares Subscribed with Stock Options II 2013 |
| 15th Oct 2014 | The efficacy of Acetium® capsule in treatment of atrophic gastritis is studied in China |
| 23th Oct 2014 | Biohit Group Interim Report Q3/2014 |
| 27th Oct 2014 | Biohit Oyj B-shares Subscribed with Stock Options II 2013 |
| 3rd Nov 2014 | Changes to Biohit Oyj's management |
| 10th Nov 2014 | Biohit's Financial Reporting and Annual General Meeting in 2015 |
| 12th Dec 2014 | Biohit Oyj B-shares Subscribed with Stock Options II 2013 |
Biohit Oyj has prepared this Corporate Governance Statement on the basis of Section 54 of the Finnish Corporate Governance Code for listed companies issued 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 16 March 2015. The Report of the Board of Directors, the Auditor's Report and the full Corporate Governance Statement are available at www.biohithealthcare.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 follows the Finnish Corporate Governance Code ("corporate governance code") for listed companies that was approved by the Securities Market Association in June 2010 and came into force on 1 October 2010. The Corporate Governance Code is available at www.cgfinland.fi.
All members elected at the Annual General Meeting on 8 April 2013 were male. In this respect, Biohit deviates from recommendation n:o 9 of the Corporate Governance Code, which states a Board of Directors should consist of male and female members. Biohit has been looking for an appropriate female candidate for the Board in order to comply with the recommendation regarding gender distribution. These efforts will continue, and it is the company's long-term objective to meet this recommendation of the Corporate Governance Code.
One of the Board members is independent of the company. Therefore the company deviates from Corporate Governance Code recommendations no. 14 and 15, according to which over half of the Board members should be independent of the company. The composition of the Board has paid more attention to the added value that the Board members can bring into the company's international business and research and development operations, rather than independence of the company.
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 & CEO is responsible for operative management, and is assisted by a Management Team.
Biohit's Annual General Meeting was held on 14 April 2014 in Helsinki. 2,890,700 Series A shares and 5,317,475 Series B shares were represented at the meeting, corresponding to 59.36942% of all the company's shares and 89.72625% of the votes. Two of the five Board members, President & CEO and the chief auditor were in attendance.
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 Board of Directors elects a chairman from amongst its members.
Board members' terms of office run from the date of their election by the AGM until the end of the next AGM.
The Board of Directors is responsible for Biohit's administration and the appropriate organisation of its business operations. The Board's areas of responsibility are laid down in the written rules of procedure approved by the Board. They are as follows:
The Board's decision-making is based on reports drawn up by operative management on the operational 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 11 times in 2014 (9 times in 2013). The average participation rate was 93% (93%).
The following were elected by the 2014 Annual General Meeting to serve as members of Biohit's Board of Directors in 2014:
Osmo Suovaniemi was Chairman of Biohit's Board of Directors during the 2014 financial year.
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 & CEO is responsible for the day-today management of the company in accordance with the instructions and regulations given by the Board of Directors. The President & CEO of the parent company is elected by the Board and also acts as Group President. The President also ensures the appropriate organisation and legality of the company's accounting and financial management.
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. Semi Korpela, MSc (Econ.) was the President and CEO of Biohit during the financial year.
The Group's Management Team's composition and areas of responsibility were as follows: Semi Korpela (President & CEO), Jaana Mattila (Finance, HR, ICT until 31 October), Niklas Nordström (Finance, ICT and HR as of 3 November), Lea Paloheimo (Business Development and Quality until 13 April), Anu Mickels (Sales & Marketing, Corporate Communications), Panu Hendolin (Research and Development), Kari Syrjänen (Chief Medical Director) and Annika Astola (Quality as of 14 April). The Management Team met 34 times in 2014.
The Managing Directors of the 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 Managing Directors of subsidiaries operate under the management and supervision of Biohit's President & CEO. In 2014, the Managing Directors of Biohit's subsidiaries were: Graham Johnson (United Kingdom) and Franco Aiolfi (Italy).
Personal data and shareholdings of Biohit's Board of Directors and operative management are available at www.biohithealthcare.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 on 14th April 2014 to pay a monthly fee of EUR 1,600 to the Chairman of the Board and a monthly fee of EUR 1,500 to other Board members.
An employment contract was signed on 10 June 2010 with Professor Osmo Suovaniemi, a member of the Board, under which Suovaniemi is paid a monthly fee approved by the Board of Directors for his services as scientific advisor to the Board. In 2014, this fee was EUR 14,000 a month plus car and phone benefit.
The Board approves the President & CEO's remuneration and terms of employment. The salary paid to the company's President & CEO, Semi Korpela, in 2014 was EUR 14,000 a month plus phone and car benefit.
The President approves the remuneration 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 & CEO. Bonuses are determined on the basis of the net sales and earnings trends in 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 two month's salary. No bonus was approved for the President & CEO and
Management Team members in 2014.
The President & CEO approves the salaries of subsidiaries' Managing Directors in accordance with the instructions provided by Biohit's Board of Directors. Profit-based incentives are dependent on sales and profitability trends for each unit's product segments.
In 2013, Biohit introduced an incentive system offering stock options to company management and employees. In 2014, the President & CEO subscribed for 40,000 of these stock options and the rest of the Management Team for a total of 60,000 stock options.
No other pension arrangements, beyond those mandated by law, have been made with the Managing Directors of Group companies.
During the financial year that ended on 31 December 2014, remuneration paid to members of the parent company's Board totalled EUR 91,000 (EUR 117,000 in 2013), of which EUR 73,000 was actual remuneration for Board work and EUR 18,000 other remuneration to Franco Aiolfi. Remuneration paid to President & CEO Semi Korpela amounted to EUR 176,000 (EUR 161,000 in 2013). Osmo Suovaniemi was paid EUR 220,000 for his services as a member of the scientific advisory board (EUR 204,000 in 2013). The salaries and fees of the Group's Managing Directors totalled EUR 101,000 (EUR 116,000 in 2013). Salaries paid to other Management Team members totalled EUR 534,000 (EUR 478,000 in 2013).
Biohit's internal control is responsible for ensuring that the Group carries out its business operations within the framework of current regulations and legislation, and in accordance with the Board of Directors' instructions. 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 through innovation. Biohit will now focus on its diagnostics business, in which the company conducts global operations in both manufacturing and sales and marketing.
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 & 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 & 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.
Subsidiaries' Boards follow business developments and ensure that the parent company's approved instructions and guidelines are followed. As a rule, the Boards of Directors of the subsidiaries meet monthly. Subsidiary Board work is based on financial reports and the written monthly and annual 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 the 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 & 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 provide all of its stakeholders with information about the company's operations in a proactive, consistent and timely manner. The company seeks to take the special requirements 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 an information release policy with a view to ensuring the accuracy and reliability of any information released. The policy also specifies who is responsible for communications in different situations.
Biohit's financial department regularly provides information on processes related to financial administration reporting. This ensures the real-time availability of data, which is a prerequisite 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 internal controls on financial reporting is overseen by the Board of Directors, the President & CEO, Management Team members, and the Managing Directors of subsidiaries. Control focuses on following weekly and monthly financial reports and forecasts, and analysing any deviations from business plans. Monitoring is performed at all Board and Management Team meetings where reports are reviewed. It is supported by regular contact between Group Management and the company's auditor, and the analyses of any deviations, which occurs at least once a quarter.
The audit frameworks for the Group's subsidiaries and key audit areas are jointly defined 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, so that financial management can ensure that the parent company's approved instructions 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 2014 was authorized public accountants PricewaterhouseCoopers Oy, with Pasi Karppinen, Authorized Public Accountant, as chief auditor.
The Group's invoiced auditors' fees for the financial year 2014 totalled EUR 67,000 (EUR 42,000 in 2013). The previous authorized public accountants EY were paid a total of EUR 2,000 in auditors' fees in the financial year 2014 and the current authorized public accountants PricewaterhouseCoopers Oy were paid EUR 56,000. In addition, authorized public accountants PricewaterhouseCoopers Oy were also paid a total of EUR 32,000 (EUR 33,000 to EY in 2013) for other services.
Biohit applies the Guidelines for Insiders approved by NASDAQ OMX Helsinki Oy, as well as any relevant amendments.
Biohit's President & CEO is responsible for insider control. The Director 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 buy 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.biohithealthcare.com/investors.
| Report of the board of directors | 21 |
|---|---|
| Consolidated statement of comprehensive income | 26 |
| Consolidated balance sheet | 27 |
| Consolidated statement of changes in shareholders' equity | 28 |
| Consolidated cash flow statement | 29 |
| Notes to the consolidated financial statements | 30 |
| Key ratios | 52 |
| Shares and shareholders | 54 |
| Formulas for the key ratios | 56 |
| Parent company income statement | 57 |
| Parent company balance sheet | 58 |
| Parent company cash flow statement | 59 |
| Notes to the parent company's financial statements | 60 |
| Board of directors' proposal for the distribution of dividend | 69 |
| Auditor's report | 70 |
Biohit's business development efforts focus on winning new distributors and customers, primarily through global partnerships. Our primary objective is to create a strong and motivated global distributor network.
We will continue to invest in sales and marketing, building distribution channels, and enhancing cooperation with distributors. Our spearhead products are Acetium, GastroPanel and diagnostic quick tests marketed primarily in Europe and Asia.
Biohit's net sales in 2014 grew by 26.4 per cent on the previous year. Biohit's strong balance sheet provides a solid foundation for building new business and for fully tapping into the significant potential offered by the company's products. At the end of 2014, our equity ratio was 87.5% (82.2%) and current assets amounted to EUR 10.4 million.
| Jan–Dec/2014 | Jan–Dec/2013 | |
|---|---|---|
| Net sales, MEUR | 4.4 | 3.5 |
| Operating profit/loss, continuing operations, MEUR | –4.5 | –5.9 |
| Profit/loss before taxes, MEUR | –4.3 | –5.9 |
| Profit/loss for the period, continuing operations, MEUR | –4.4 | –5.9 |
| Profit/loss for the period, discontinued operations, MEUR | 3.3 | 0.0 |
| Profit/loss for the period, MEUR | –1.2 | –5.9 |
| Average number of personnel | 50 | 44 |
| Number of personnel at year end | 51 | 47 |
| Equity ratio, % | 87.5% | 82.2% |
| Earnings per share, continuing operations, EUR | –0.32 | –0.43 |
| Undiluted earnings per share, discontinued operations, EUR | 0.23 | |
| Diluted earnings per share, discontinued operations, EUR | 0.22 | |
| Shareholders' equity per share, EUR | 0.9 | 1.6 |
| Average number of shares during the period | 13,941,286 | 13,727,251 |
| Number of shares at year end | 14,135,593 | 13,810,593 |
Biohit's product range consist of diagnostic tests, acetaldehyde-binding Acetium products and monoclonal antibodies. All business is reported under a single segment.
Net sales grew by 26.4% from 2013. International operations continued to account for a large proportion of net sales at 91.5% (87.8%). Operating loss totalled EUR –4.5 million (EUR –5.9 million).
In conjunction with the liquid handling business divestment in late 2011, EUR 3.5 million of the gains on the sale were not recognised due to the terms of the sale agreement and to other related factors that remained open at the time. The amount was recognised on 31 March 2014, when the deal was closed.
| MEUR | 2014 | 2013 |
|---|---|---|
| Net sales | 4.4 | 3.5 |
| Total | 4.4 | 3.5 |
| MEUR | 2014 | 2013 |
|---|---|---|
| Consolidated operating result |
–4.5 | –5.9 |
| Total | –4.5 | –5.9 |
On 31 December 2014, the adjusted balance sheet total was EUR 14.5 million (EUR 27.3 million). Biohit's strong balance sheet provides a solid foundation for building new business and for fully utilising the significant potential offered by the company's products. At the end of 2014, our equity ratio stoodat 87.5% (82.2%) and current assets amounted to EUR 10.4 million.
Biohit Oyj enjoys a strong financial position, which allows determined investments in an international distributor network as well as the development and commercialisation of new products. Liquidity is at a healthy level. At the end of the reporting period, the company's financial assets totalled EUR 10.4 million (EUR 15.7 million).
R&D operations focused on improvements and further developments to existing innovations and products, and on their commercialisation. Biohit also employs external experts and subcontractors in its R&D operations. Development expenditure on the diagnostics business has not been capitalised. Research and development expenditure in 2014 amounted to EUR 2.1 million (EUR 1.1 million).
Gross investments in 2014 totalled EUR 0.5 million (EUR 1.8 million). Key investments in the period included production automation-related equipment.
During the review period, the Biohit Group employed 50 (44 in 2013) people on average, 41 (34) of whom were employed by the parent company and 9 (10) by the subsidiaries. At the end of the year, the Group employed 51 (47) personnel, of whom 42 (38) were employed by the parent company and 9 (9) by the subsidiaries.
Biohit's key risks are related to the investments required for business growth. There are risks involved in areas such as the success of clinical trials, new market areas, the selection and development of distribution channels, personnel recruitment, registration processes, product pricing, and political decision-making affecting the progress of screening programmes. Significant short-term risks are associated with the successful selection of new market areas, the timing of expansion into selected markets, and product success in these markets. The recent increase in uncertainty factors associated with international politics may have an unfavourable impact on the company's business.
The duration of the product registration process is different in each market area, and affects the company's business development. It is not possible to accurately assess the time it takes for the authorities to complete all
registrations in the main markets and for net sales to start accumulating.
When investing liquid assets, the objective is to gain a return on investment with a minimum risk of equity loss. The investment portfolio consists of deposits, money market investments and corporate loans. A fundamental aspect in portfolio management is sufficient diversification across different asset classes, investment instruments and counterparties. Biohit conducts its investment activities with at least two partners.
Thanks to its wide customer base, Biohit does not materially depend on any individual customers or project deliveries, with the exception of GastroPanel® sales in China, which currently represents a major business for Biohit. Most of the company's business is conducted in euro, and the indirect effects of currency exchange rate fluctuations are considered minor.
Biohit and its new distributors and licence partners have several product registrations under way in a number of markets, which is affecting net sales development. The completion of product registrations currently under way also depends on factors outside Biohit. Negotiations are under way regarding the launch of major screening projects, but a number of political risks affect the progress of these projects.
Biohit's cost structure is characterised by determined investment in research to obtain more evidence on the efficacy of Biohit's diagnostic tests in various clinical settings and in population-based screenings. The efficacy of Acetium products in entirely new clinical indications will be assessed in various placebo-controlled double-blind studies. Steps will also be taken to standardise the GastroPanel test set. This means standardising the reaction conditions and reactive solutions of the different tests included in the GastroPanel test set, in order to make the panel easier to use and to reduce manufacturing costs. Investments will be made to increase production efficiency and competitiveness. These new, strategically significant projects will require additional investments in 2015.
We aim to grow profitable and are strongly committed to taking any action necessary to building a profitable future for the company. Net sales growth is expected in 2015.
The company will not provide an estimate of the time frame in which continuing operations are expected to turn a profit.
Biohit's net sales in 2014 grew by 26.4 per cent on the previous year. In terms of operational development, Biohit Oyj has focused on supporting its international distributor network, investing in clinical research and preparing for new product launches.
During the year, Biohit introduced three new products onto the market, including the fourth-quarter relaunch of the BIOHIT ColonView test for tracing faecal occult blood. Other new products included the BIOHIT Active B12 (Holotranscobalamin) vitamin test, as well as the BIOHIT Calprotectin ELISA test for the detection, and monitoring during treatment, of inflammatory bowel diseases (IBD) and the differentiation of such conditions from irritable bowel syndrome (IBS).
During the year, we broadened our distributor network again, by signing a distributor agreement with the Taiwanese Giraffes Pharmaceutical Company regarding the marketing and distribution of Acetium® capsules and the Acetium lozenge in Taiwan. We also signed a distribution agreement with Eastar Pharmaceuticals on the distribution of Acetium lozenge in China. We strengthened our international diagnostics distribution network by beginning cooperation with Eurobio, which acts as Biohit's diagnostics distributor in France, Morocco, Tunisia and Algeria. In addition, we signed an agreement with Bestbion on the distribution of quick tests in Germany.
We also entered into the following diagnostics agreements during the year: A&P Italian Pharmaceuticals S.r.l. (Romania), Biohe-med (Serbia), Biomed S.A. (Spain), Meditecno Mèdicos e Sistemas de Diagnòstico Lda (Portugal), Polygon Diagnostics AG (extension of scope of agreement, Switzerland), ERICON S.r.l. (Moldova), R&D Systems China Co. Ltd. (China), MoiGen (Korea), Biospacific Inc. (USA), Kureha trading Co. Ltd. (Japan), Laboratorios Progalénika S.A. de C.V. (extension of scope of agreement, Argentina, Bolivia, Brazil, Chile, Columbia, Costa Rica, Ecuador, El Salvador, Guatemala, Guyana, French Guyana, Honduras, Mexico, Nicaragua, Panama, Paraguay, Peru, Surinam, Uruguay, Venezuela), JOLI Medical Products Inc. (USA), Al-Misbar Medical Technology Co. (Jordan), Gulfmed (Egypt), Aloris Vital s.r.o (Slovakia), Gulf Orlando Medical Company (Kuwait), Youlum Biotechnology Co. Ltd. (Taiwan), Productos Weens S.r.l. (Peru) and Jolex (Taiwan). In addition, we made the following agreements on Acetium products: A&P Italian Pharmaceuticals S.r.l (Romania), IlDengunHoshuu (Mongolia) and Biohemed (Serbia).
The duration of the product registration process is different in each market area. For this reason it is not possible to accurately assess the time it takes the authorities to handle registrations in these areas and for product sales to begin. The registration of the acetaldehyde-binding capsule in Mexico has been delayed due to organisational changes in the local register authority.
| Business operations | Jan– Dec/2014 |
Jan– Dec/2013 |
|---|---|---|
| Net sales, MEUR | 4.4 | 3.5 |
| Change, % | 26.4% | 68.6% |
| Operating result, MEUR * | –4.5 | –5.9 |
| Change, % | 23.1% | –27.8% |
| Operating result,% of net sales | –103% | –170% |
Biohit and Ympyrätalon apteekki have agreed on cooperation, based on which Ympyrätalon apteekki will provide its customers with Biohit's diagnostic tests. This will cover Biohit's diagnostic tests for diseases of the gastrointestinal tract. Ympyrätalon apteekki provides nursing services and tests as part of its basic range of standard services.
Biohit Oyj has signed a distribution agreement with Akeso Pharmaceuticals. The agreement is effective immediately and gives Akeso exclusive rights for the distribution of Acetium® capsules in the Russian Federation.
An international study comparing colorectal cancer screening tests has been completed and the scientific report has been recently accepted for publication in an international cancer journal – Anticancer Research.
The Annual General Meeting (AGM) held on 14 April 2014 decided to pay a dividend of EUR 0.72 for each series A share and EUR 0.7234 for each series B sharefor the financial year ended on 31 December 2013, totalling EUR 10.0 million, and to transfer the parent company's loss for the financial year to retained earnings/losses.
The AGM decided that the number of members of the Board of Directors would be five (5) and re-elected the following members to the Board until the end of the next AGM: Professor Osmo Suovaniemi, Professor Mikko Salaspuro, Eero Lehti, and Seppo Luode, MSc (Engineering), as well as President and CEO Franco Aiolfi.
The AGM appointed authorised public accountants PricewaterhouseCoopers Oy as the company auditor, with Pasi Karppinen, Authorised Public Accountant, as chief auditor.
The members of Biohit's Management Team are: Semi Korpela, President and CEO, Niklas Nordström, CFO, Lea Paloheimo, Director of Business Development, Annika Astola, Quality Director, Panu Hendolin, Head of Research and Development, Anu Mickels, Sales and Marketing Director, and Kari Syrjänen, Chief Medical Director.
Biohit Oyj has 14,135,593 (13,810,593) shares, 2,975,500 (2,975,500) are Series A shares and 11,160,093 (10,835,093) are Series B shares. The Series B shares are quoted on NASDAQ Helsinki in the Small cap/Healthcare group under the code BIOBV.
Supposing that the market capitalisation value for series A and B shares is equal, the total market capitalisation value at the end of the period was EUR 66.2 million (EUR 104.4 million on 31 December 2013). Share turnover during the period amounted to EUR 25.9 million.
| Helsinki | Jan–Dec/2014 | Jan–Dec/2013 |
|---|---|---|
| High, EUR | 8.17 | 9.10 |
| Low, EUR | 4.57 | 4.00 |
| Average price, EUR | 6.35 | 6.59 |
| Closing price, EUR | 4.68 | 7.56 |
| Total turnover, EUR | 25,927,811 | 56,629,275 |
| Total turnover, no. of shares |
4,028,617 | 8,592,747 |
At the end of the reporting period on 31 December 2014, the company had 6,841 shareholders (6,126 on 31 December 2013). Private households held 77.9% (77.6%) of all shares, companies 20.1% (20.6%) and public sector organisations 0.0% (0.0%). Foreign ownership or nominee registrations accounted for 1.8% (1.7%) of shares.
Further information on the shares, major shareholders and management shareholdings is available in the Notes section and on the company's website at www.biohithealthcare.com/investors.
The parent company's distributable funds (non-restricted equity) on 31 December 2014 amounted to EUR 9,132,650.85 (EUR 18,925,151.92), with the loss for the financial year accounting for EUR 550,514.94 (a loss of 4,353,257.22). The Board proposes to the Annual General Meeting that no dividend be paid for the financial year.
The Annual General Meeting will be held at Pörssitalo, Fabianinkatu 14, Helsinki, on Monday 20 April 2015, starting at 3.00 pm.
Biohit Oyj has applied the same accounting principles in preparing this annual report as for its financial statements of 2013. The IFRS standards that came into effect in 2014 did not have a material impact on the accounting principles, with the exception of the introduction of IFRS 10 and 11. The impacts of the introduction of IFRS 10 and 11 are explained in more detail in the Accounting Policy Applied in the Consolidated Financial Statements.
All the figures have been rounded up or down, which is why the sums of individual figures may deviate from the totals presented.
Biohit Oyj publishes a separate Corporate Governance Statement on its website at www.biohithealthcare.com.
Helsinki, 16 March 2015 Board of Directors of Biohit Oyj
| 1,000 € Note |
1 Jan–31 Dec 2014 |
1 Jan–31 Dec 2013 |
|---|---|---|
| Net sales 3 |
4,363 | 3,452 |
| Acquisition and production expenses 6 |
–1,924 | –1,701 |
| Gross margin | 2,440 | 1,751 |
| Other operating income 5 |
245 | 44 |
| Sales and marketing expenses 7 |
–2,058 | –2,369 |
| Administrative expenses 8 |
–3,063 | –4,223 |
| Production and development expenses 9 |
–2,067 | –1,063 |
| Operating profit | –4,504 | –5,860 |
| Financial income 13 |
250 | 164 |
| Financial expenses 13 |
–58 | –224 |
| Financial income and expenses | 192 | –61 |
| Profit before taxes | –4,312 | –5,921 |
| Income taxes 14 |
–105 | 4 |
| Profit/loss for the period | –4,417 | –5,917 |
| Income for the period, discontinued operations 5 |
3,257 | – |
| Available-for-sale financial assets | 81 | 106 |
| Translation differences | 0 | 5 |
| Comprehensive income to be recognised through profit or loss | 81 | 111 |
| Total comprehensive income for the period | –1,080 | –5,806 |
| Distribution of profit for the period | ||
| to equity holders of the parent company | –1,161 | –5,917 |
| Total | –1,161 | –5,917 |
| Distribution of comprehensive income | ||
| to equity holders of the parent company | –1,080 | –5,806 |
| Total | –1,080 | –5,806 |
| Earnings per share, diluted and undiluted, EUR 15 |
–0.32 | –0.43 |
| Undiluted earnings per share, discontinued operations, EUR 15 |
0.23 | |
| Diluted earnings per share, discontinued operations, EUR 15 |
0.22 |
| 1,000 € | Note | 31 Dec 2014 | 31 Dec 2013 |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Intangible assets | 16 | 1,607 | 1,732 |
| Tangible assets | 17 | 857 | 506 |
| Other financial long-term assets | 18 | 4 | 1,002 |
| Deferred tax assets | 19 | 30 | 4 |
| Total non-current assets | 2,497 | 3,244 | |
| Current assets | |||
| Inventories | 20 | 816 | 646 |
| Trade and other receivables | 18, 21 | 775 | 7,703 |
| Other financial short-term assets | 18, 22 | 9,811 | 15,246 |
| Cash and cash equivalents | 18, 22 | 608 | 467 |
| Total current assets | 12,011 | 24,062 | |
| Total assets | 14,508 | 27,306 |
Other receivables in 2013 include EUR 6.8 million in receivables from a business transaction completed in 2011; the funds are placed in a escrow account. Funds were released from the escrow account on 31 March 2014.
| Shareholders' equity | Note | 31 Dec 2014 | 31 Dec 2013 |
|---|---|---|---|
| Share capital | 23 | 2,350 | 2,348 |
| Invested unrestricted equity fund | 23 | 1,882 | 2,750 |
| Translation differences | 23 | 5 | 5 |
| Retained earnings | 8,439 | 17,347 | |
| Shareholders' equity attributable to parent company shareholders | 12,677 | 22,450 | |
| Total equity | 12,677 | 22,450 | |
| Non-current liabilities | |||
| Deferred tax liabilities | 19, 26 | 200 | 209 |
| Other liabilities | 18, 26 | 3 | – |
| Total non-current liabilities | 203 | 209 | |
| Current liabilities | |||
| Trade payables | 18, 26 | 529 | 341 |
| Current interest-bearing liabilities | 18, 25 | 256 | 384 |
| Tax liabilities | 18, 26 | 54 | 65 |
| Other liabilities | 18, 26 | 789 | 3,856 |
| Total current liabilities | 1,628 | 4,647 | |
| Total equity and liabilities | 14,508 | 27,306 |
| 1,000 € | Shareholders' equity attributable to parent company shareholders | ||||
|---|---|---|---|---|---|
| Share capital | Translation differences |
Invested unrestricted equity fund |
Retained earnings |
Total equity | |
| Shareholders' equity on 1 Jan 2013 | 2,315 | – | 3,226 | 29,951 | 35,492 |
| Distribution of dividend | – | – | – | –6,792 | –6,792 |
| Capital repayment | – | – | –3,225 | – | –3,225 |
| Directed share issue | 31 | – | 1,096 | – | 1,127 |
| Management incentive system | – | – | 1,610 | – | 1,610 |
| Exercise of share options | 3 | – | 42 | – | 45 |
| Total comprehensive income for the period |
– | 5 | – | –5,811 | –5,806 |
| Shareholders' equity on 31 Dec 2013 | 2,348 | 5 | 2,750 | 17,347 | 22,450 |
| 1,000 € | Shareholders' equity attributable to parent company shareholders | ||||
|---|---|---|---|---|---|
| Share capital | Translation differences |
Invested unrestricted equity fund |
Retained earnings |
Total equity | |
| Shareholders' equity 1 Jan 2014 | 2,348 | 5 | 2,750 | 17,347 | 22,450 |
| Distribution of dividend | – | – | – | –9,988 | –9,988 |
| Management incentive system | – | – | –1,610 | 2,159 | 549 |
| Exercise of share options | 3 | – | 742 | – | 745 |
| Total comprehensive income for the period |
– | 0 | – | –1,080 | –1,080 |
| Shareholders' equity 31 Dec 2014 | 2,350 | 5 | 1,882 | 8,439 | 12,677 |
| 1,000 € Note |
2014 | 2013 |
|---|---|---|
| Cash flow from operating activities | ||
| Profit for the period | –1,161 | –5,917 |
| Adjustments to profit for the period | ||
| Non-cash transactions | –2,661 | 1,612 |
| Depreciation | 231 | 207 |
| Unrealised exchange rate gains and losses | –2 | –0 |
| Financial income and expenses | –190 | 61 |
| Income taxes | 105 | –0 |
| Total adjustments to profit for the period | –2,517 | 1,880 |
| Change in working capital | ||
| Increase (-) or decrease (+) in current non-interest-bearing trade receivables | 151 | –368 |
| Increase (-) or decrease (+) in inventories | –148 | –202 |
| Increase (+) or decrease (-) in current non-interest-bearing liabilities | 204 | 53 |
| Total change in working capital | 207 | –516 |
| Interest paid | –44 | –199 |
| Interest received | 210 | 280 |
| Realised exchange rate gains and losses | –14 | –26 |
| Income taxes paid | –117 | 56 |
| Net cash flow from operating activities | –3,435 | –4,443 |
| Cash flow from investing activities | ||
| Investments in tangible and intangible assets | –401 | –475 |
| Revenue from disposal of tangible and intangible assets | 12 | – |
| Capital gains from investments in funds and deposits | 6,516 | 15,108 |
| Capital gain from the sale of liquid handling business | 6,814 | – |
| Net cash flow from investments | 12,941 | 14,633 |
| Cash flow from financing activities | ||
| Rights issue | 751 | 45 |
| Dividend paid and other profit distribution | –9,991 | –10,017 |
| Repayment of loans | –128 | – |
| Net cash flow from financing activities | –9,369 | –9,972 |
| Change in cash and cash equivalents | 137 | 218 |
| Cash and cash equivalents at the beginning of the period | 467 | 248 |
| Effect of exchange rates | 4 | 0 |
| Cash and cash equivalents at the end of the financial period 22 |
608 | 467 |
Biohit Oyj is a Finnish public company that manufactures 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.biohithealthcare.com or from the parent company's headquarters, address Laippatie 1, Helsinki, Finland.
At its meeting on 23 February 2015, 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 and the SIC and IFRIC interpretations in effect as at 31 December 2014. 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.
All figures have been rounded and consequently the sum of individual figures can deviate from the presented sum figures. Key figures have been calculated using exact figures.
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 income statement is presented as a single statement, showing the profit or loss from the Group's continuing operations first, followed by the profit or loss from discontinued operations shown on one line.
The consolidated financial statements include the parent company Biohit Oyj and all of its subsidiaries and the joint venture. 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 and equity instruments issued. 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 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 not be recorded in the income statement in the event of subsequent divestment of the subsidiary.
The company's product portfolio consists of diagnostic tests, acetaldehyde binding products and monoclonal antibodies. The Group classifies its entire product portfolio in one segment. Segment information is reported to the chief operational decision-maker by means of internal reporting in a standardised manner. The chief operational decisionmaker, responsible for allocating resources to the business segment, is the Group's management team.
The sale of goods and services is recognised as income when the significant risks and rewards related 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 recorded 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:
| Buildings | 20–30 years |
|---|---|
| Machinery and equipment | 3–10 years |
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.
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.
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.
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 or on a progressive basis. The Group has no intangible assets with unlimited useful lives.
The depreciation periods are as follows:
| Patents | 10 years |
|---|---|
| Development expenditure | 5 years |
| IT software | 3 years |
| Other intangible assets | 5–10 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.
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.
The Group has incentive systems in which payments are made in equity instruments. The benefits granted through these arrangements are measured at fair value on grant date and recognised as expenses over the vesting period. The effect of these arrangements on profit or loss is recorded under employee benefit expenses.
Expenses determined on option grant date are based on the Group's estimate of the number of options expected to vest at the end of the vesting period. The Group updates its estimate of the final number of options on the closing day of each reporting period. Changes in the estimates are recognised through profit or loss. The Black-Scholes option pricing model is used to determine the fair value of option arrangements. Other market-based conditions, such as profitability and a specific performance growth target, are not taken into consideration when determining the fair value of the option; they affect the estimate of the final number of options.
When options are exercised, the proceeds from share subscriptions are recognised in accordance with the terms of the arrangement: nominal value under shareholders' equity and any excess under invested non-restricted equity fund.
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 impair-
ment 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 are 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, held-tomaturity financial assets 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 fixed-term deposits and business loans, and are included in current and non-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 financial assets comprise assets not included in derivative assets, such as money market investments, which are either expressly classified in this group or that are not classified in any other group. Available-for-sale financial assets typically include investments which the company does not trade actively but which the company can divest if necessary. Investments classified in this group are measured at fair value and any change in value is recorded under shareholders' equity in comprehensive income items. Profit or loss from availablefor-sale investments is recognised when the investment is divested or upon maturity. Any interest or dividend income is recorded in the income statement under financial items.
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 principles used for determining the fair values of financial assets and liabilities are presented in note 19 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 available-forsale investments classed as equity instruments. Impairment of the latter is not reversed through profit or loss.
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.
Biohit will adopt new or revised IFRS standards and interpretations when they come into force or when they have been endorsed by the EU. The consolidated financial statements have been prepared in compliance with the same accounting principles as in 2013, with the exception of the following new standards, interpretations and amendments to existing standards that the Group has adopted as of 1 January 2014.
Amendment to the transitional provisions of IFRS 10, 11 and 12: the transitional provisions of IFRS 10, 11 and 12 have been relaxed such that adjusted comparable figures are only required for one financial year. Comparative figures for structured entities that have not been combined in the consolidated financial statements need not be presented for the periods preceding the adoption of IFRS 12.
IFRS 10 Consolidated Financial Statements: the goal of IFRS 10 is to establish principles that apply to the preparation and presentation of consolidated financial statements when an entity has control over one or more other entities. The standard defines the principle of control and establishes control as the basis for consolidation in the consolidated financial statements. The standard provides guidance for the application of the concept of control when ascertaining whether an investor has control over an entity and whether it therefore must consolidate the entity into its consolidated financial statements.
The standard also includes requirements governing to the procedures for drafting consolidated financial statements. The implications of the adoption of the IFRS 10 standard are set out below in the section entitled "Effects of the introduction of IFRS standards 10 and 11".
IFRS 11 Joint Arrangements: as a result of IFRS 11, the treatment of joint arrangements will become more realistic. It will shift the focus onto the rights and obligations arising from joint arrangements rather than the legal form. There are two types of joint arrangement: joint operations and joint ventures. Parties to joint operations have rights related to the assets and obligations related to the arrangement. The parties account for their own shares of the assets, liabilities, income and expenses. In joint ventures, the parties have rights to the net assets of the arrangement and they account for their shares using the equity
method. Proportionate consolidation of joint ventures is no longer permitted.
The effect of the introduction of the IFRS 11 standard is presented below in the section titled "Effects of the introduction of IFRS standards 10 and 11".
IFRS 12 Disclosure of Interests in Other Entities: IFRS 12 includes disclosure requirements related to shareholdings of all types. It applies to joint arrangements, associates, special purpose entities and other off balance sheet vehicles. This change had no impact on the Group's financial statements for 2014.
IAS 28 (revised in 2011) Investments in associates and joint ventures: the revised standard includes requirements governing the treatment of associates and interests in joint ventures. As a result of the publication of IFRS 11, both will become subject to the equity method. This change had no impact on the Group's financial statements for 2014.
Effects of the introduction of IFRS 10 and 11 - changes in accounting policies: On 1 January 2014, Biohit Oyj introduced the IFRS 10 Consolidated Financial Statements and IFRS 11 Joint Arrangements. The introduction of these standards affected the accounting treatment of Biohit's Chinese joint venture, Biohit Biotech (Hefei) Co. On the closing dates 31 December 2013 and 31 December 2014, joint control as defined in the new IFRS 10 was not exercised as referred to in the standard and in the shareholder agreement; therefore the investment is not presented in the balance sheet in accordance with the new standards.
According to management estimates, joint control as defined in IFRS 10 and in the shareholder agreement was achieved during the first quarter of 2015. From there on, the joint venture will be consolidated using the equity method.
No adjustments to income statement or cash flow statement.
| 31 Dec | 31 Dec | ||
|---|---|---|---|
| 2013 | Adjust | 2013 ad | |
| 1,000 € | published | ment | justed |
| Total assets | 28,302 | -997 | 27,305 |
| Share in joint venture | 997 | -997 | 0 |
| Total liabilities | 28,302 | -997 | 27,305 |
| Deferred gain | 997 | -997 | 0 |
Biohit has not yet adopted the following new and amended standards and interpretations, which have already been published but which have not been endorsed by the European Union. The Group intends to adopt them on the day they enter into force or from the beginning of the subsequent financial period if they enter into force on a date other than the first day of the financial period.
The amendments to IAS 1 are part of the IASB's "Disclosure Initiative" project. The changes concern defining materiality, combining items, presenting subtotals, structuring the financial statements and presenting the principles used to prepare the financial statements. The changes will be adopted for financial periods beginning on or after 1 January 2016. The changes have not yet been endorsed by the EU.
IFRS 9 Financial Instruments concerns the classification, measurement and recognition of financial assets and liabilities. It replaces the sections of IAS 39 that apply to the classification and valuation of financial instruments. IFRS 9 requires financial assets to be classified into three valuation categories: assets recognised at deferred acquisition cost, assets recognised at fair value through other comprehensive income and assets recognised at fair value through the income statement. The classification is determined upon initial recognition. The classification depends on the business model that is used to manage the financial assets and the cash flow characteristics of the instrument. As regards financial liabilities, the standard retains most of the requirements of IAS 39. The most important change concerns situations in which financial liabilities are recognised using a fair value option. In such circumstances, changes in fair value arising from the company's own credit risk are recognised in other comprehensive income instead of being entered into the income statement, unless this leads to an accounting mismatch. The standard will be adopted for financial periods beginning on or after 1
January 2018. Earlier adoption is permitted. If a company chooses to adopt the standard early, all of the standard's requirements must be adopted simultaneously. The standard has not yet been endorsed by the EU.
IFRS 15 Revenues from Contracts with Customers determines how and when an IFRS reporter will recognise revenues. The standard also requires companies to provide users of financial statements with more informative and relevant information. The standard provides a common, principle-based five-step model to be applied to all customer agreements. IFRS 15 was published in May 2014 and it will be adopted for financial periods beginning on or after 1 January 2017. The standard has not yet been endorsed by the EU. Biohit is not currently evaluating the effects of adopting the new standards. Other IFRS standards or IFRIC interpretations that have already been published but have not yet been adopted are not expected to have a material impact on the Group.
Biohit's product portfolio consist of diagnostic tests, acetaldehyde-binding products and monoclonal antibodies. The entire portfolio is reported as one segment.
There were no acquisitions in 2014.
On 18 April 2013, Biohit acquired Euroclone Gastro S.r.l., a company specialising in gastrointestinal diagnostics, from the Italian Euroclone S.p.A. Following the acquisition, Euroclone Gastro S.r.l. became Biohit Oyj's fully-owned subsidiary, Biohit Healthcare S.r.l. This acquisition strengthens Biohit Oyj's diagnostics distribution in Italy.
The acquired company was established in March 2013 to enable the completion of this transaction. Previously, Euroclone S.p.A. was Biohit Oyj's diagnostics distributor in Italy. Euroclone S.p.A.'s gastrointestinal diagnostics unit recorded net sales of EUR 0.8 million in 2012 and its net result was slightly negative. The acquired company has assets and inventory worth of 0.1 million euros and the company has no debt. The acquired company employed 2 key employees from Euroclone S.r.l. In connection with the acquisition, Franco Aiolfi was appointed Managing Director of Biohit Healthcare S.r.l. One-off expenses associated with the acquisition were not significant.
For the total ownership of Euroclone Gastro S.r.l., Biohit Oyj issued 180,000 new Biohit B-shares. At the share price quoted on 17 April 2013, the sale price amounted to EUR 1,126,800.00.
| Fair value of the shares issued | 1,127 |
|---|---|
The value of advisory, valuation and other similar services associated with the acquisition was not significant.
The values of acquired assets and liabilities at the time of acquisition were as follows:
| Fair value on | |
|---|---|
| 1,000 € | acquisition date |
| Tangible and intangible assets | 40 |
| Customer contracts and the associated customer relationships | 1,250 |
| Inventories | 38 |
| Trade and other receivables | 1 |
| Cash and cash equivalents | 3 |
| Total assets | 1,333 |
| Deferred tax liabilities | 206 |
| Total liabilities | 206 |
Biohit Healthcare S.r.l. is consolidated since the acquisition date 18 April 2013.
| 1,000 € | 2014 | 2013 |
|---|---|---|
| Continuing operations | ||
| Grants | 239 | 33 |
| Other | 5 | 11 |
| Total | 245 | 44 |
| Profit for the period, discontinued operations | 3,257 | – |
|---|---|---|
| Total | 3,257 | – |
| 1,000 € | 2014 | 2013 |
|---|---|---|
| Materials, supplies and other direct expenses | 1,924 | 1,701 |
| Total | 1,924 | 1,701 |
| 1,000 € | 2014 | 2013 |
|---|---|---|
| Employee benefit expenses | 987 | 880 |
| Travel and other personnel-related expenses | 148 | 189 |
| Rent and maintenance expenses | 59 | 55 |
| Marketing and sales expenses | 643 | 686 |
| Other external services | 142 | 136 |
| Other operating expenses | 30 | 422 |
| Depreciation, machinery and equipment | 49 | - |
| Total | 2,058 | 2,369 |
| 1,000 € | 2014 | 2013 |
|---|---|---|
| Employee benefit expenses *) | 1,766 | 1,550 |
| Travel and other personnel-related expenses | 162 | 265 |
| Rent and maintenance expenses | 305 | 227 |
| Other external services | 463 | 429 |
| Other operating expenses **) | 292 | 1,576 |
| Depreciation, machinery and equipment | 75 | 175 |
| Total | 3,063 | 4,223 |
*) Includes EUR 306,000 in option-related expenses recorded for 2013 and EUR 549,000 recorded for 2014.
**) Includes EUR 1,304,000 in option-related expenses recorded for 2013.
| 1,000 € | 2014 | 2013 |
|---|---|---|
| Employee benefit expenses | 838 | 468 |
| Travel and other personnel-related expenses | 46 | 45 |
| Rent and maintenance expenses | 22 | 9 |
| Other external services | 562 | 456 |
| Other operating expenses | 492 | 53 |
| Depreciation, intellectual property rights | 107 | 32 |
| Total | 2,067 | 1,063 |
Information about management's employee benefits is presented in Note 28 Related party transactions.
| 2014 | 2013 | |
|---|---|---|
| Average number of salaried personnel | 50 | 43 |
| Average number of non-salaried personnel | – | 1 |
| Average number of personnel | 50 | 44 |
| Number of personnel at the end of the period | 51 | 47 |
| 1,000 € | 2014 | 2013 |
|---|---|---|
| Intangible assets | 113 | 115 |
| Buildings | 11 | 11 |
| Machinery and equipment | 107 | 81 |
| Total | 231 | 207 |
| 1,000 € | 2014 | 2013 |
|---|---|---|
| Auditors' fees | 67 | 42 |
| Other services * | 61 | 33 |
| Total auditors' fees | 127 | 75 |
* Other services included EUR 29,000 total auditor fees paid to EY (2013: EUR 33,000)
| 1,000 € | 2014 | 2013 |
|---|---|---|
| Currency exchange gains from financial assets and liabilities | 1 | 1 |
| Gains from financial assets at fair value through profit or loss | 42 | 66 |
| Other financial income | 207 | 97 |
| Total | 250 | 164 |
| Interest expenses on financial liabilities | –3 | –4 |
| Currency exchange losses from financial assets and liabilities | –12 | –26 |
| Fees and other remuneration | –24 | –39 |
| Other financial expenses | –20 | –155 |
| Total | –58 | –224 |
| Total financial income and expenses | 192 | –61 |
| Direct taxes | ||
|---|---|---|
| 1,000 € | 2014 | 2013 |
| Taxes on taxable income for the period, tax rate 20% | –67 | – |
| Taxes on taxable income for the period, tax rate 24.5% | – | 0 |
| Taxes from previous period | –54 | 1 |
| Deferred taxes | 16 | 4 |
| Total direct taxes | –105 | 4 |
| 1,000 € | 2014 | 2013 |
|---|---|---|
| Profit before taxes | –4,312 | –5,921 |
| Taxes at the rate for the parent company 20.0% in 2014 | 862 | – |
| Taxes at the rate for the parent company 24.5% in 2013 | – | 1,451 |
| Effect of different tax rates of foreign subsidiaries | –67 | 0 |
| Unrecognised deferred tax assets from tax losses | –768 | –1,242 |
| Non-deductible expenses | –94 | –209 |
| Taxes in previous financial years | –54 | – |
| Change in deferred taxes | 16 | 4 |
| Taxes in the income statement | –105 | 4 |
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.
| 2014 | 2013 | |
|---|---|---|
| Earnings for the period attributable to equity-holders of the parent company, EUR 1,000 |
–4,417 | –5,917 |
| Result for the period for the calculation of earnings per share adjusted with the dilution effect. |
–4,417 | –5,917 |
| Average number of shares, undiluted | 13,941,286 | 13,727,251 |
| Impact of stock options | 580,000 | 187,892 |
| Average number of shares, diluted | 14,521,286 | 13,915,143 |
| Earnings per share, undiluted, EUR | –0.32 | –0.43 |
| Earnings per share discontinued operations, undiluted, EUR | 0.23 | |
| Earnings per share discontinued operations, diluted, EUR | 0.22 |
The dilutive effect on continuing operations is ignored because the Group's result for the financial period is negative, and the dilutive effect would improve EPS.
| 2014 | |||
|---|---|---|---|
| Intellectual | Other intangi | ||
| 1,000 € | property rights | ble assets | Total |
| Acquisition cost 1 Jan 2014 | 2,140 | 712 | 2,852 |
| Decreases | –7 | –5 | –12 |
| Acquisition cost 31 Dec 2014 | 2,133 | 707 | 2,841 |
| Accumulated depreciation and impairment 1 Jan 2014 | –433 | –687 | –1,120 |
| Depreciation | –101 | –11 | –113 |
| Accumulated depreciation and impairment 31 Dec 2014 | –535 | –699 | –1,232 |
| Carrying amount 1 Jan 2014 | 1,707 | 25 | 1,732 |
| Carrying amount 31 Dec 2014 | 1,599 | 9 | 1,607 |
| 2013 1,000 € |
Intellectual property rights |
Goodwill | Other intangible assets |
|---|---|---|---|
| Acquisition cost 1 Jan 2013 | 540 | 702 | 1,242 |
| Increases | 1,600 | 10 | 1,610 |
| Acquisition cost 31 Dec 2013 | 2,140 | 712 | 2,852 |
| Accumulated depreciation and impairment 1 Jan 2013 | –355 | –664 | –1,019 |
| Depreciation | –78 | –23 | –101 |
| Accumulated depreciation and impairment 31 Dec 2013 | –433 | –687 | –1,120 |
| Carrying amount 1 Jan 2013 | 185 | 39 | 224 |
| Carrying amount 31 Dec 2013 | 1,707 | 25 | 1,732 |
Intellectual property rights consist of patents.
| 2014 | ||
|---|---|---|
| Machinery and | ||
| 1,000 € | Buildings | equipment |
| Acquisition cost 1 Jan 2014 | 147 | 1,123 |
| Increases | – | 469 |
| Acquisition cost 31 Dec 2014 | 147 | 1,592 |
| Accumulated depreciation and impairment 1 Jan 2014 | –110 | –654 |
| Depreciation | –11 | –107 |
| Accumulated depreciation and impairment 31 Dec 2014 | –121 | –761 |
| Carrying amount 1 Jan 2014 | 37 | 469 |
| Carrying amount 31 Dec 2014 | 26 | 831 |
| Machinery and | |||
|---|---|---|---|
| 1,000 € | Buildings | equipment | |
| Acquisition cost 1 Jan 2013 | 147 | 906 | |
| Increases | – | 217 | |
| Acquisition cost 31 Dec 2013 | 147 | 1,123 | |
| Accumulated depreciation and impairment 1 Jan 2013 | –99 | –522 | |
| Accumulated depreciation from acquisition | – | –50 | |
| Depreciation | –10 | –82 | |
| Accumulated depreciation and impairment 31 Dec 2013 | –110 | –654 | |
| Carrying amount 1 Jan 2013 | 47 | 384 | |
| Carrying amount 31 Dec 2013 | 37 | 469 |
| 1,000 € | Loans and other receivables |
Available for-sale financial assets |
Held-to maturity invest ments |
Total carrying amount |
Fair value | Fair value hierarchy |
|---|---|---|---|---|---|---|
| Non-current financial assets | ||||||
| Other financial long-term assets | 4 | – | – | 4 | 4 | 2 |
| Total | 4 | – | – | 4 | 4 | |
| Current financial assets Trade and other receivables |
775 | – | – | 775 | 775 | |
| Other current financial assets | – | 9,811* | – | 9,811 | 9,811 | 2 |
| Cash and cash equivalents | 608 | – | – | 608 | 608 | |
| Total | 1,383 | 9,811 | – | 11,194 | 11,194 | |
| Total financial assets | 1,387 | 9,811 | – | 11,198 | 11,198 |
| 1,000 € | Loans and other receivables |
Available for-sale financial assets |
Held-to maturity invest ments |
Total carrying amount |
Fair value | Fair value hierarchy |
|---|---|---|---|---|---|---|
| Non-current financial assets | ||||||
| Other financial long-term assets | 2 | – | 1,000 | 1,002 | 1,002 | 2 |
| Total | 2 | – | 1,000 | 1,002 | 1,002 | |
| Current financial assets | ||||||
| Trade and other receivables | 7,703 | – | – | 7,703 | 7,703 | |
| Other current financial assets | – | 15,246* | – | 15,246 | 15,246 | 2 |
| Cash and cash equivalents | 467 | – | – | 467 | 467 | |
| Total | 8,170 | 15,246 | – | 23,416 | 23,416 | |
| Total financial assets | 8,172 | 15,246 | 1,000 | 24,418 | 24,418 |
*) Available-for-sale financial assets totalling EUR 7 thousand (EUR 7 thousand) include unquoted investments, which have been presented at acquisition cost because their fair value is not reliably available.
Other receivables in 2013 include EUR 6.8 million in receivables from a business transaction completed in 2011; the funds are placed in a escrow account. Fair value hierarchy. Classification in accordance with IFRS 7, which came into force on 1 January 2009.
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.
| Carrying | Carrying | |||
|---|---|---|---|---|
| 1,000 € | amount 2014 |
Fair value 2014 |
amount 2013 |
Fair value 2013 |
| Other liabilities | 3 | 3 | – | – |
| Total | 3 | 3 | 0 | 0 |
| Current financial liabilities measured at amortised cost | ||||
| Other interest-bearing liabilities | 256 | 256 | 384 | 384 |
| Trade payables | 529 | 529 | 341 | 341 |
| Tax liabilities | 54 | 54 | 65 | 65 |
| Other liabilities | 789 | 789 | 3,856 | 3,856 |
| Total | 1,628 | 1,628 | 4,647 | 4,647 |
| Total financial liabilities | 1,631 | 1,631 | 4,647 | 4,647 |
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 the maturity of liabilities is taken into account.
| 1,000 € | 2014 | 2013 |
|---|---|---|
| Deferred tax assets | ||
| Deferred tax assets | 26 | – |
| Internal margin on inventories | 4 | 4 |
| Total | 30 | 4 |
| Deferred tax liabilities | ||
| Acquisitions, customer relationships | 199 | 206 |
| Tangible assets | 2 | 2 |
| Total | 200 | 209 |
The Group has tax-deductible losses of EUR 11.9 million for 2012, 2013 and 2014, for which no deferred tax assets have been recognised.
Of the total losses, EUR 11.7 million were generated in Finland (2012: EUR 3.4 million, 2013: EUR 4.4 million, 2014: EUR 3.9 million) and EUR 0.2 million in the Italy. In Finland the losses will become void in 10 years.
| 1,000 € | 2014 | 2013 |
|---|---|---|
| Materials and supplies | 411 | 307 |
| Work in progress | 223 | 168 |
| Completed products/goods | 182 | 172 |
| Total inventories | 816 | 646 |
| 1,000 € | 2014 | 2013 |
|---|---|---|
| Held-to-maturity investments | - | 1,000 |
| Long-term interest-bearing receivables | 34 | 6 |
| Total | 34 | 1,006 |
| 1,000 € | 2014 | 2013 |
|---|---|---|
| Trade receivables | 481 | 512 |
| Prepayments and accrued income | 252 | 7,189 |
| Other receivables | 41 | 2 |
| Total | 775 | 7,703 |
Prepayments and accrued income include EUR 6.8 million in receivables from a business transaction completed in 2011; these were released on 31 March 2014. A breakdown of trade receivables by age is presented in Note 27.
| 1,000 € | 2014 | 2013 |
|---|---|---|
| Cash and cash equivalents | 608 | 467 |
| Available-for-sale financial assets | 9,810 | 15,246 |
| Total | 10,419 | 15,713 |
| Cash and cash equivalents in the cash flow statement | 608 | 467 |
Biohit Oyj's share capital is EUR 2,347,800.81 and the number of shares is 13,810,593, of which 2,975,500 (2,975,500) are Series A shares and 11,160,093 (10,835,093) Series B shares. The Series B shares are quoted on the stock exchange.
The shares have no nominal value. Series A and Series B shares differ to the extent that each Series A share confers on its subscriber the right to twenty (20) votes at General Meetings and each Series B share confers the right to one (1) vote. In terms of dividends, B series shares receive dividends that are 2 (two) percentage points higher than A series shares in relation to the nominal values. In applying this provision, the share par value is considered EUR 0.17, which was the par value of the company share at the time when the company decided to abolish par value of shares.
The 180,000 new shares issued in connection with the acquisition of Biohit Healthcare S.r.l. involve a transfer limitation, which was removed on 14 April 2014. Following this removal of limitation, 60,000 shares may be transferred per year. In 2014, a total of 7,193 shares for which the transfer limitation was removed were transferred.
The share capital is fully paid-in.
The translation differences fund includes translation differences resulting from the translation of foreign subsidiaries' financial statements into euros.
Invested unrestricted equity fund includes other equity investments and payments for share subscriptions insofar as it is decided not to enter said amounts in the share capital.
Biohit Oyj has launched a share-based incentive system, which offers stock options to company management and employees. In addition, the company offered options to two private persons as one-off compensation for the alteration of old contractual terms. In accordance with the option scheme, the options are granted without any monetary compensation, but a subscription price has been determined for the shares.
The key terms and conditions of the incentive scheme, such as vesting conditions, are shown in the table below.
| Option Scheme | I 2013 Classes A, B, C, D, E |
II 2013 |
|---|---|---|
| Nature of the scheme | Stock options | Stock options |
| Grant date | 19 June 2013 | 19 June 2013 |
| Number of instruments granted | 500,000 | 420,000 |
| Subscription price | EUR 3.00 | EUR 3.00 |
| Share price on grant date | EUR 5.36–7.35 | EUR 5.36 |
| Validity (in years) | 6 | 2 |
| Implementation | In shares | In shares |
The stock options will lapse if they are not exercised in the specified time frame.
In Option Scheme I 2013, the employee entitled to the incentive will lose the entitlement if the employee leaves the company prior to vesting.
In Option Scheme II 2013, the incentives have been earned in full prior to 31 December 2013.
| Number of options | 2014 | 2013 |
|---|---|---|
| At the beginning of period | 905,000 | – |
| New options granted | – | 920,000 |
| Lost options | – | – |
| Exercised options | 325,000 | 15,000 |
| Lapsed options | – | – |
| At the end of period | 580,000 | 905,000 |
| Exercisable options at the end of the period | 180,000 | 405,000 |
| Exercise price as a weighted average per share, EUR | 2.31 | 3.00 |
Dividends paid in accordance with the terms of the option scheme affect the exercise price. For the financial year ended on 31 December 2013, a dividend of EUR 0.7234 was paid for each series B share.
The weighted average closing price of the parent company share in 2014 was EUR 6.35 (EUR 6.59 in 2013). Options were exercised in the first, third and fourth quarter. The proceeds from share subscriptions were recognised in share capital and in invested non-restricted equity fund.
The exercise price range for options outstanding at the end of the period and the weighted average of the remaining validity are shown below.
| Weighted average of the |
|||
|---|---|---|---|
| Exercise price range (EUR) |
validity period (years) |
Number of stock options |
|
| 2014 | 2.2 | 2.7 | 580,000 |
| 2013 | 3.0 | 3.7 | 905,000 |
The Group uses the Black-Scholes model to determine fair value for the option scheme. The expected volatility is determined on the basis of the historical price performance of the parent company share, taking into account the remaining validity of the options. The fair value of shares in the option schemes is based on the quoted share price.
| Option Scheme | I 2013 | II 2013 |
|---|---|---|
| Expected volatility | 70%–88% | 70% |
| Expected average of option validity on grant date (years) | 6 | 2 |
| Risk-free interest % | 0.59% –1.12% | 0.39% |
| Expected dividends (dividend income) | deducted from subscription value |
deducted from subscription value |
| Fair value of the instrument on grant date (EUR) | 5.36–7.35 | 5.36 |
| Interest-bearing liabilities, balance sheet values | ||
|---|---|---|
| 1, 000 € | 2014 | 2013 |
| Long-term interest-bearing liabilities | ||
| The company has no long-term interest-bearing liabilities | ||
| Current interest-bearing debt | ||
| Loans from financial institutions, current portion | 256 | 384 |
| Total | 256 | 384 |
| Total interest-bearing liabilities | 256 | 384 |
Fair values for financial liabilities are presented in Note 18.
The company has no non-current loans.
The company has no subordinated loans.
The company has no finance lease liabilities.
| 1,000 € | 2014 | 2013 |
|---|---|---|
| Deferred tax liabilities | 200 | 209 |
| Other non-current liabilities | 3 | – |
| Total | 203 | 209 |
| 1,000 € | 2014 | 2013 |
|---|---|---|
| Trade payables | 529 | 341 |
| Tax liabilities | 54 | 65 |
| Accrued liabilities and prepaid income | 789 | 3,856 |
| Total | 1,372 | 4,263 |
| Total non-interest-bearing liabilities | 1,575 | 4,471 |
The main item in accrued liabilities and prepaid income is amortised employee benefit. In 2013, accrued liabilities and prepaid income also included provisions for any liabilities associated with the business transaction in 2011.
Biohit's financial risk management has focused on analysing and minimising the following major risks:
International business operations involve exchange rate risks. In comparable currencies, the net sales of Biohit do not significantly differ from the reported values. The overall impact of the exchange rates on the company's profitability during the financial year was not significant. The company primarily conducts its sales in euros, and it has made no currency hedging arrangements.
| 2014 | ||
|---|---|---|
| 1,000 € | USD | GBP |
| Non-current liabilities | – | – |
| Open position | – | – |
| Current assets | ||
| Trade and other receivables | 11 | 39 |
| Current liabilities | ||
| Non-interest-bearing liabilities | –73 | – |
| Open position | –62 | 39 |
| Net position | –62 | 39 |
2013
| 1,000 € | USD | GBP |
|---|---|---|
| Non-current liabilities | – | – |
| Open position | – | – |
| Current assets | ||
| Trade and other receivables | – | 43 |
| Current liabilities | ||
| Non-interest-bearing liabilities | –27 | – |
| Open position | –27 | 43 |
| Net position | –27 | 43 |
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.
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 objective of the liquidity risk management is to ensure group financing in all circumstances. The Group's liquid assets on the closing day were EUR 10.4 million (EUR 15.7 million). When investing liquid assets, the objective is to gain a return on investment with a minimum risk of equity loss. The investment portfolio consists of yield investments, money market investments and corporate loans. Sufficient diversification between different asset classes, investment instruments and counterparties is essential. Biohit conducts its investment activities with at least two partners.
The Group's equity ratio was 87.5% (82.2%)
| 1,000 € | ‹ 1 year | 1–5 years | › 5 years | Total |
|---|---|---|---|---|
| Trade payables and other non-interest-bearing liabilities | 529 | – | – | 529 |
| Repayments on loans from financial institutions | 256 | – | – | 256 |
| Interest expenses on loans from financial institutions | 2 | – | – | 2 |
| Total | 787 | – | – | 787 |
| 1,000 € | ‹ 1 year | 1–5 years | › 5 years | Total |
|---|---|---|---|---|
| Trade payables and other non-interest-bearing liabilities | 341 | – | – | 341 |
| Repayments on loans from financial institutions | 384 | – | – | 384 |
| Interest expenses on loans from financial institutions | 4 | – | – | 4 |
| Total | 730 | – | – | 730 |
The company does not use derivatives to protect the commodity risk, because due the nature of its business, the company is not vulnerable to commodity risks.
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.
Trade receivables totalled EUR 0.5 million (EUR 0.5 million) on 31 December 2014. Trade receivables did not include any substantial receivables from a single customer. Maximum credit risk exposure is the carrying value of accounts receivable.
| 2014 | Impairment | Net | Impairment | Net | ||
|---|---|---|---|---|---|---|
| 1,000 € | 2014 | loss | 2014 | 2013 | loss | 2013 |
| Not yet falling due | 315 | 315 | 274 | – | 274 | |
| Under 60 days due | 118 | 117 | 187 | – | 187 | |
| 61–120 days due | 23 | 23 | 41 | – | 41 | |
| 121–360 days due | 31 | –5 | 26 | 4 | – | 4 |
| Over 360 days due | – | – | – | 27 | –21 | 7 |
| Total | 486 | –5 | 481 | 533 | –21 | 512 |
In 2014, EUR 3,000 worth of credit losses were recorded, but at the same time previously recorded credit losses in the amount of EUR 16,000 were reversed. In 2013, EUR 30,000 worth of credit losses were recorded, while previously recorded credit losses in the amount of EUR 40,000 were reversed.
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.
| 1,000 € | 2014 | 2013 |
|---|---|---|
| Total shareholders' equity | 12,688 | 22,450 |
| Balance sheet total | 14,508 | 27,306 |
| Advances received | -4 | 0 |
| Equity ratio | 87.5% | 82.2% |
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 members of the Board of Directors, the Group Management Team, and the President & CEO.
| 1,000 € | 2014 | 2013 |
|---|---|---|
| Parent company | ||
| Management Teams | 533 | 477 |
| President & CEO | 176 | 161 |
| Members of the Scientific Advisory Board | 190 | 204 |
Based on a decision by the Board of Directors, Osmo Suovaniemi has been employed by the company as a member of the Scientific Advisory Board, as well as acting as Chairman of the Board of Directors. He has received a total of EUR 168 thousand (EUR 204 thousand) for his services. Franco Aiolfi has received other compensation of EUR 18 thousand (EUR 14 thousand).
| 1,000 € | 2014 | 2013 |
|---|---|---|
| Subsidiaries | ||
| Managing directors | 101 | 116 |
| 1,000 € | 2014 | 2013 |
|---|---|---|
| Parent company | ||
| Osmo Suovaniemi | 16 | 19 |
| Franco Aiolfi | 15 | 26 |
| Eero Lehti | 12 | 18 |
| Seppo Luode | 15 | 18 |
| Mikko Salaspuro | 15 | 18 |
| Kalle Kettunen | – | 6 |
| Petteri Kilpinen | – | 6 |
| Saila Miettinen-Lähde | – | 6 |
| Parent company, total | 73 | 117 |
| Share-based payments | ||
| 1,000 € | 2014 | 2013 |
| Parent company | ||
| Management Teams | 216 | 110 |
| President & CEO | 268 | 194 |
| Key sales persons | 64 | |
| Members of the Scientific Advisory Board | – | 1,304 |
On 31 December 2014, Board members and the President and CEO owned a total of 2,376,950 Series A shares and 3,671,283 Series B shares. These shares represent 42.8% of all company shares and 72.5% of all the votes to which the shares entitle. Osmo Suovaniemi, Chairman of the Board, is a majority shareholder in Interlab Oy, which owns 2,164,497 Series B shares. Board member Franco Aiolfi is a majority shareholder in Euroclone S.p.A. through Arsfin Consult S.r.l. Euroclone S.p.A. owns 172,807 Series B shares.
At the end of 2014, the Group's President and CEO owned 160,000 stock options (200,000). Members of the Group's Management Team did not own any stock options at the End of 2014 (60,000). Each option held by the President and CEO entitles him to subscribe for one Series B shares, representing 1.13% of all shares and 0.23% of all votes. The terms and conditions of the stock options held by the President and CEO and members of the management team are the same as those for other holders of stock options. The share-based payment granted to the President and CEO was measured at fair value on grant date and will be expensed on a straight-line basis over the vesting period 19 June 2013–31 May 2019.
| 1,000 € | 2014 | 2013 |
|---|---|---|
| Consulting, administrative and logistics fees | ||
| Companies controlled by Board members | 223 | 259 |
| Total | 223 | 259 |
| Parent company Biohit Oyj, Finland | Group's holding |
|---|---|
| Biohit Healthcare Ltd, UK | 100% |
| Biohit Healthcare S.r.l., Italy | 100% |
| Biohit Healthcare Consulting (Shanghai) Co. LTD, China, company dissolution process is in progress |
100% |
| Biohit Laboratory Services Oy, Finland | 100% |
| Oy Finio Ab, Finland | 100% |
| Vantaan Hienomekano Oy, Finland | 100% |
Biohit Healthcare Consulting (Shanghai) Co. Oy Finio Ab and Vantaan Hienomekano Oy did not conduct any business operations in 2014 or 2013.
| Biohit Healthcare (Hefei) Co. Ltd *) | 40% |
|---|---|
*) The effects of the introduction of IFRS 10 and 11 are explained in more detail in the Notes to the Consolidated Financial Statements.
| 1, 000 € | 2014 | 2013 |
|---|---|---|
| Collateral granted on behalf of the parent company | ||
| Guarantees | 3 | 3 |
| Other liabilities | ||
| Leasing commitments: | ||
| Due for payment in one year | 83 | 82 |
| Due for payment in more than one year but less than five years | 108 | 59 |
| Total | 191 | 141 |
| Other rental commitments: | ||
| Due for payment in one year | 183 | 207 |
| Due for payment in more than one year but less than five years | 684 | 271 |
| Due for payment in more than 5 years | 84 | 7 |
| Total | 951 | 485 |
| Total other liabilities | 1,142 | 626 |
| Total collaterals and contingent liabilities | 1,145 | 629 |
| IFRS | IFRS | IFRS | IFRS | IFRS | |
|---|---|---|---|---|---|
| 2010 | 2011 | 2012 | 2013 | 2014 | |
| Net sales | 40,044 | 39,922 | 2,048 | 3,452 | 4,363 |
| Change in net sales, % | 13.2% | –0.3% | –94.9% | 68.6% | 26.4% |
| Operating profit/loss | 507 | 44,262 | –4,586 | –5,860 | –4,504 |
| % of net sales | 1.3% | 110.9% | –223.9% | –169.8% | –103.2% |
| Profit/loss before extraordinary items and taxes | 388 | 43,789 | –3,659 | –5,921 | –4,312 |
| % of net sales | 1.0% | 109.7% | –178.7% | –171.5% | –98.8% |
| Profit/loss before taxes | 388 | 43,789 | –3,659 | –5,921 | –4,312 |
| % of net sales | 1.0% | 109.7% | –178.7% | –171.5% | –98.8% |
| Return on equity, % | 0.5% | 114.5% | –8.3% | –20.4% | –24.5% |
| Return on investment, ROI, % | 4.2% | 69.8% | –7.1% | –19.4% | –23.8% |
| Equity ratio | 44.5% | 74.0% | 88.7% | 82.2% | 87.5% |
| Investments in fixed assets | 2,569 | 4,069 | 281 | 1,827 | 447 |
| % of net sales | 6.4% | 10.2% | 13.7% | 52.9% | 10.2% |
| R&D expenditure | 2,542 | 2,213 | 970 | 1,063 | 2,067 |
| % of net sales | 6.3% | 5.5% | 47.4% | 30.8% | 47.4% |
| Balance sheet total | 29,383 | 71,472 | 40,007 | 27,306 | 14,508 |
| Personnel, continuing operations | 37 | 36 | 35 | 44 | 50 |
| Average number of personnel | 412 | 422 | 35 | 44 | 50 |
| IFRS | IFRS | IFRS | IFRS | IFRS | |
|---|---|---|---|---|---|
| 2010 | 2011 | 2012 | 2013 | 2014 | |
| Earnings per share, undiluted, EUR | 0.00* | 2.86 | –0.27 | –0.43 | –0.32 |
| Equity per share attributable to the equity holders of the parent company, EUR |
1.01 | 3.88 | 2.61 | 1.63 | 0.90 |
| Price/earnings ratio, (P/E) | 525 | 1.0 | 0.0 | 0.0 | 0.0 |
| Dividend per share | – | 0.20 | 0.50 | 0.72 | |
| Capital repayment per share | – | 0.80 | 0.24 | 0.00 | |
| Dividend per earnings, % | – | 34.97 | n/a | n/a | |
| Effective dividend yield, % | – | 34.13 | 18.42 | 9.57 | 0.00 |
| B share price development, EUR | |||||
| – average price | 3.42 | 2.30 | 2.70 | 6.59 | 6.35 |
| – lowest price | 1.50 | 1.74 | 2.00 | 4.00 | 4.57 |
| – highest price | 4.91 | 3.96 | 4.13 | 9.10 | 8.17 |
| –price at 31 December | 2.10 | 2.93 | 4.00 | 7.56 | 4.68 |
| Market capitalisation, EUR 1,000 | |||||
| (assuming the market capitalisation value for series A shares is the same as for series B shares) |
27,169 | 39,894 | 54,462 | 104,408 | 66,155 |
| Turnover of Series B shares, 1,000 shares | 9,415 | 3,003 | 5,376 | 8,593 | 4,029 |
| –% of total number of shares | 94.5% | 30.1% | 50.5% | 79.3% | 37.2% |
| Average number of shares, | |||||
| adjusted for share issues | 12,937,627 | 13,163,616 | 13,615,593 | 13,727,251 | 13,941,286 |
| –accounting for the dilutive effect of options and bonds |
13,837,627 | 14,063,616 | 13,615,593 | 13,915,143 | 14,521,286 |
| Total number of shares at the closing date, | |||||
| adjusted for share issues | 12,937,627 | 13,615,593 | 13,615,593 | 13,810,593 | 14,135,593 |
| –accounting for the dilutive effect of options and bonds |
13,837,627 | 14,515,593 | 13,615,593 | 14,223,768 | 14,715,593 |
The company has options with a dilutive effect. Since the company recorded a loss, the dilutive effect is not presented.
| Number of shareholders |
Number of shares |
|||
|---|---|---|---|---|
| Series A shares | pcs | % | pcs | % |
| 1. Companies | 1 | 10.0 | 24,990 | 0.8 |
| 2. Households | 9 | 90.0 | 2,950,510 | 99.2 |
| Shares on waiting list | 0 | 0.0 | ||
| Total Series A shares | 10 | 100.0 | 2,975,500 | 100.0 |
| Number of shareholders |
Number of shares |
|||
|---|---|---|---|---|
| Series B shares | % | % | ||
| 1. Households | 6,593 | 96.5 | 8,064,438 | 72.3 |
| 2. Financial and insurance institutions | 9 | 0.1 | 16,700 | 0.1 |
| 3. Companies and housing corporations | 200 | 2.9 | 2,811,435 | 25.2 |
| 4. Non-profit organisations | 7 | 0.1 | 6,581 | 0.1 |
| 5. Public sector organisations | 1 | 0.0 | 4,380 | 0.0 |
| 6. Nominee-registered and foreign holders | 21 | 0.3 | 250,967 | 2.2 |
| In joint account | 0 | 0.0 | 5,592 | 0.1 |
| Total Series B shares | 6,831 | 100.0 | 11,160,093 | 100.0 |
| Total Series A and B shares | 6,841 | 14,135,593 |
| Number of shareholders |
Number of shares |
|||
|---|---|---|---|---|
| Series A shares | pcs | % | pcs | % |
| 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 | 2,793,510 | 93.9 |
| Total Series A shares | 10 | 100.0 | 2,975,500 | 100.0 |
| Number of shareholders |
Number of shares |
|||
|---|---|---|---|---|
| Series B shares | pcs | % | pcs | % |
| 1–1,000 | 5,879 | 86.1 | 1,765,881 | 15.8 |
| 1,001–10,000 | 865 | 12.7 | 2,364,695 | 21.2 |
| 10,001–100,000 | 81 | 1.2 | 1,755,961 | 15.7 |
| Over 100,001 | 6 | 0.1 | 5,267,964 | 47.2 |
| Shares on joint book-entry account | 0 | – | 5,592 | 0.1 |
| Total Series B shares | 6,831 | 100.0 | 11,160,093 | 100.0 |
| Total Series A and B shares | 6,841 | 14,135,593 |
| Shares | ||||
|---|---|---|---|---|
| The 10 largest shareholders by number of shares | Series A shares | Series B shares | Total | % |
| Suovaniemi Osmo Antero | 2,265,350 | 965,217 | 3,230,567 | 22.9 |
| Interlab Oy | – | 2,164,497 | 2,164,497 | 15.3 |
| Suovaniemi Ville Roi | 208,280 | 371,300 | 579,580 | 4.1 |
| Suovaniemi Joel | 208,280 | 335,127 | 543,407 | 3.8 |
| Suovaniemi Oili | 111,600 | 288,935 | 400,535 | 2.8 |
| Härkönen Matti | 57,200 | 267,965 | 325,165 | 2.3 |
| Suovaniemi Vesa Jukka Markku | 74,800 | 187,819 | 262,619 | 1.9 |
| Oy Etra Invest Ab | – | 200,000 | 200,000 | 1.4 |
| Nordea Bank Finland Plc | – | 197,604 | 197,604 | 1.4 |
| Adlercreutz Carl Herman Thomas | 7,500 | 150,000 | 157,500 | 1.1 |
| The 10 largest shareholders by number of votes | Series A shares | Series B shares | Total votes | % |
| Suovaniemi Osmo Antero | 2,265,350 | 965,217 | 46,272,217 | 65.5 |
| Suovaniemi Ville Roi | 208,280 | 371,300 | 4,536,900 | 6.4 |
| Suovaniemi Joel | 208,280 | 335,127 | 4,500,727 | 6.4 |
| Suovaniemi Oili | 111,600 | 288,935 | 2,520,935 | 3.6 |
| Interlab Oy | – | 2,164,497 | 2,164,497 | 3.1 |
| Suovaniemi Vesa Jukka Markku | 74,800 | 187,819 | 1,683,819 | 2.4 |
| Härkönen Matti | 57,200 | 267,965 | 1,411,965 | 2.0 |
| Oy Tech Know Ltd | 24,990 | 70,000 | 569,800 | 0.8 |
| Adlercreutz Carl Herman Thomas | 7,500 | 150,000 | 300,000 | 0.4 |
| Luostarinen Reijo | 10,000 | 70,000 | 270,000 | 0.4 |
On 31 December 2014, Board members and the President and CEO owned a total of 2,376,950 Series A shares and 3,498,476 Series B shares. These shares represent 41.6% of all company shares and 72,2% of all the votes to which the shares entitle. Osmo Suovaniemi, Chairman of the Board, is a majority shareholder in Interlab Oy, which owns 2,164,497 Series B shares. Board member Franco Aiolfi is a majority shareholder in Euroclone S.p.A. through Arsfin Consult S.r.l. Euroclone S.p.A. owns 172,807 Series B shares.
| result for the period | ||
|---|---|---|
| Return on equity, % | shareholders' equity (average over the year) | X100 |
| Return on investment, % | profit before extraordinary items + interest and other financial expenses Total assets – non-interest-bearing liabilities (average over the year) |
X100 |
| Equity ratio, % | shareholders' equity in the balance sheet balance sheet total – advance payments received |
X100 |
| Earnings per share, EUR | result for the period average number of shares, adjusted for share issues |
|
| Shareholders' 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 |
|
| Dividend per earnings, % | dividend per share Earnings per share |
X100 |
| Effective dividend yield, % | dividend per share closing share price |
X100 |
| Price/earnings ratio, (P/E) | closing share price earnings per share |
| 1,000 € | Note | 1 Jan –31 Dec 2014 | 1 Jan –31 Dec 2013 |
|---|---|---|---|
| Net sales | 2 | 2,670 | 2,146 |
| Increase/decrease in inventories of finished goods and in work in progress |
54 | –9 | |
| Other operating income | 3 | 3,580 | 80 |
| Materials and services | 4 | –1,226 | –922 |
| Personnel expenses | 5 | –2,855 | –2,344 |
| Depreciation, amortisation and impairment | 6 | –172 | –172 |
| Other operating expenses | 7 | –2,839 | –2,925 |
| Operating profit/loss | –788 | –4,147 | |
| Financial income and expenses | 9 | 238 | –206 |
| Profit/loss before appropriations and taxes | –551 | –4,353 | |
| Income taxes | 0 | 0 | |
| Profit/loss for the period | –551 | –4,353 |
| 1,000 € | Note | 31 Dec 2014 | 31 Dec 2013 |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Intangible assets | 10 | 438 | 526 |
| TANGIBLE ASSETS | 11 | 779 | 419 |
| Investments | |||
| Participations in Group companies | 12 | 234 | 234 |
| Other investments | 12 | 7 | 7 |
| Total non-current assets | 1,458 | 1,186 | |
| Current assets | |||
| Inventories | 13 | 759 | 585 |
| Non-current receivables | 14 | 330 | 1,560 |
| Current receivables | 14 | 860 | 7,445 |
| Marketable securities | 15 | 9,791 | 15,214 |
| Cash at bank and in hand | 16 | 183 | 172 |
| Total current assets | 11,923 | 24,976 | |
| TOTAL ASSETS | 13,380 | 26,162 | |
| LIABILITIES AND SHAREHOLDERS' EQUITY | |||
| Shareholders' equity | |||
| Share capital | 17 | 2,350 | 2,348 |
| Fair value hierarchy | 17 | 194 | 113 |
| Fund for the investment of non-restricted equity | 17 | 786 | 44 |
| Accumulated profit/loss from previous years | 17 | 8,886 | 23,235 |
| Profit/loss for the period | 17 | –551 | –4,353 |
| Total shareholders' equity | 11,666 | 21,386 | |
| Liabilities | |||
| Non-current liabilities | 19 | 301 | 301 |
| Current liabilities | 20 | 1,413 | 4,475 |
| Total liabilities | 1,714 | 4,776 | |
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 13,380 | 26,162 |
| 1,000 € | Note | 2014 | 2013 |
|---|---|---|---|
| Cash flow from operating activities: | |||
| Profit/loss before extraordinary items | –551 | –4,353 | |
| Adjustments: | |||
| Depreciation according to plan | 172 | 332 | |
| Unrealised exchange rate gains and losses | –2 | –0 | |
| Other income and expenses not involving payment | –3,272 | ||
| Financial income and expenses | –238 | 47 | |
| Change in working capital: | |||
| Increase (–) or decrease (+) in current non-interest-bearing trade receivables | 120 | –175 | |
| Increase (–) or decrease (+) in inventories | –174 | –162 | |
| Increase (+) or decrease (–) in current non-interest-bearing liabilities | 319 | –52 | |
| Realised exchange rate gains and losses | –13 | –22 | |
| Interest and other financial items paid on other operating financial expenses | –37 | –198 | |
| Interest received from operating activities | 224 | 287 | |
| Cash flow from operating activities | –3,451 | –4,297 | |
| Cash flow from investing activities: | |||
| Investments in tangible and intangible assets | –397 | –486 | |
| Investments in other investments | 6,504 | – | |
| Capital gain from the sale of liquid handling business | 6,814 | 15,133 | |
| Subsidiary shares acquired | – | –3 | |
| Loans granted | –90 | –560 | |
| Repayments of loan receivables | – | 210 | |
| Cash flow from investing activities | 12,831 | 14,294 | |
| Cash flow from financing activities: | |||
| Rights issue | 751 | 45 | |
| Repayments of long-term loans | –128 | – | |
| Dividend paid and capital repayment | –9,991 | –10,017 | |
| Cash flow from financing activities | –9,369 | –9,972 | |
| Increase (+) or decrease (–) in cash and cash equivalents | 11 | 25 | |
| Cash and cash equivalents at the beginning of the period | 172 | 147 | |
| Cash and cash equivalents at the end of the financial period | 16 | 183 | 172 |
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.
The parent company's 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.
Fixed assets are recorded in the balance sheet at historical cost, exclusive of grants received and depreciation. Depreciation is calculated on a straight-line basis over the service life of the assets.
Depreciation periods (years) according to plan are:
| Intellectual property rights | 3–10 years |
|---|---|
| Development expenditure | 5 years |
| Other capitalised expenditure | 5–10 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. Acquisition cost of inventories includes an appropriate proportion
of production overheads in addition to the direct costs.
Marketable securities included in current assets are measured at fair value in accordance with section 5.2a of the Finnish Accounting Act. 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 gains and losses due to changes
in fair value are recorded under fair value fund in the balance sheet and under financial income and expenses in the income statement in the period in which they materialised.
Research and development expenditure are recorded as expenses at the point when they occurred.
Net sales are calculated as gross sales less indirect sales taxes and discounts. Revenues from products and services are recognised upon delivery.
Costs for maintenance and repairs are recorded as expenses when incurred. The renovation costs of leased premises have been capitalised under 'Other capitalised expenditure' and amortised on a straight-line basis over the remaining lease period.
Pension schemes and any additional pension benefits required by Finnish law are arranged through pension insurance companies. Pension costs are charged to the income statement for the period in which they are earned.
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 balance sheet date. Translation differences are recognised through profit or loss.
| 1,000 € | 2014 | 2013 |
|---|---|---|
| Diagnostics | 2,670 | 2,146 |
| Total | 2,670 | 2,146 |
| 1,000 € | 2014 | 2013 |
|---|---|---|
| Finland | 256 | 276 |
| Other Europe | 781 | 688 |
| North and South America | 94 | 129 |
| Asia | 1,002 | 628 |
| Other countries | 537 | 424 |
| Total | 2,670 | 2,146 |
| 1,000 € | 2014 | 2013 |
|---|---|---|
| From Group companies | 79 | 39 |
| Other | 3,501 | 41 |
| Total | 3,580 | 80 |
| 1,000 € | 2014 | 2013 |
|---|---|---|
| Purchases during the year | 1,347 | 1,094 |
| Change in inventories | –120 | –171 |
| Total materials and services | 1,226 | 922 |
| 1,000 € | 2014 | 2013 |
|---|---|---|
| Salaries and wages | 2,429 | 2,007 |
| Pension expenses | 358 | 280 |
| Other personnel expenses | 68 | 56 |
| Total personnel expenses | 2,855 | 2,344 |
| Average number of employees in the parent company during the year | 2014 | 2013 |
|---|---|---|
| Salaried employees | 41 | 33 |
| Non-salaried employees | – | 1 |
| Average number of personnel | 41 | 34 |
| Number of personnel at the end of the period | 42 | 38 |
| 1,000 € | 2014 | 2013 |
|---|---|---|
| Intangible assets | 88 | 95 |
| Machinery and equipment | 84 | 77 |
| Total | 172 | 172 |
| 1,000 € | 2014 | 2013 |
|---|---|---|
| Travel and other personnel-related expenses | 273 | 407 |
| Rent and maintenance expenses | 311 | 240 |
| Marketing and sales expenses | 475 | 591 |
| Other external services | 919 | 811 |
| Impairment of trade receivables | –14 | –11 |
| Other operating expenses | 875 | 888 |
| Total | 2,839 | 2,925 |
| 1,000 € | 2014 | 2013 |
|---|---|---|
| Auditors' fees | 58 | 42 |
| Other fees *) | 61 | 33 |
| Total auditors' fees | 119 | 76 |
*) Other services included EUR 29 thousand total auditor fees paid to EY (2013: EUR 33 thousand).
| 1,000 € | 2014 | 2013 |
|---|---|---|
| Dividend income | ||
| From Group companies | 12 | – |
| Total dividend income | 12 | – |
| Other interest and financial income | ||
| From Group companies | 22 | 6 |
| From others | 249 | 165 |
| Other interest and financial income | 271 | 172 |
| Total financial income | 283 | 172 |
| Interest and other financial expenses | ||
| Impairment of fixed asset investments | – | –160 |
| To Group companies | –5 | –5 |
| To others | –41 | –213 |
| Total financial expenses | –45 | –378 |
| Total financial income and expenses | 238 | –206 |
| Financial income and expenses include exchange gains/ losses (net) | 1 | –14 |
The items presented as components of operating profit include exchange rate losses/gains (net) of EUR –12 thousand (EUR – 8 thousand)
| 2014 | Intellectual property |
Other capitalised |
|
|---|---|---|---|
| 1,000 € | rights | expenditure | Total |
| Acquisition cost at beginning of year | 889 | 849 | 1,739 |
| Acquisition cost at end of year | 889 | 849 | 1,739 |
| Accumulated depreciation and impairment at beginning of year | –420 | –792 | –1,213 |
| Depreciation and impairment during the year | –63 | –25 | –88 |
| Accumulated depreciation at end of year | –483 | –817 | –1,301 |
| Carrying amount at beginning of year | 469 | 57 | 526 |
| Carrying amount at end of year | 406 | 32 | 438 |
| 2013 1,000 € |
Intellectual property rights |
Other capitalised expenditure |
Total |
|---|---|---|---|
| Acquisition cost at beginning of year | 539 | 849 | 1,389 |
| Increases | 350 | – | 350 |
| Acquisition cost at end of year | 889 | 849 | 1,739 |
| Accumulated depreciation and impairment at beginning of year | –355 | –762 | –1,117 |
| Depreciation and impairment during the year | –65 | –30 | –95 |
| Accumulated depreciation at end of year | –420 | –792 | –1,213 |
| Carrying amount at beginning of year | 184 | 88 | 271 |
| Carrying amount at end of year | 469 | 57 | 526 |
| 2014 | Machinery and |
|
|---|---|---|
| 1,000 € | equipment | Total |
| Acquisition cost at beginning of year | 1,014 | 1,014 |
| Increases | 444 | 444 |
| Acquisition cost at end of year | 1,459 | 1,459 |
| Accumulated depreciation and impairment at beginning of year | –596 | –596 |
| Depreciation for the year | –84 | –84 |
| Accumulated depreciation at end of year | –680 | –680 |
| Carrying amount at beginning of year | 419 | 419 |
| Carrying amount at end of year | 779 | 779 |
| 2013 | Machinery | |
|---|---|---|
| 1,000 € | and equipment |
Total |
| Acquisition cost at beginning of year | 889 | 889 |
| Increases | 125 | 125 |
| Acquisition cost at end of year | 1,014 | 1,014 |
| Accumulated depreciation and impairment at beginning of year | –519 | –519 |
| Depreciation for the year | –77 | –77 |
| Accumulated depreciation at end of year | –596 | –596 |
| Carrying amount at beginning of year | 370 | 370 |
| Carrying amount at end of year | 419 | 419 |
| 1,000 € | Group companies |
Other | Total |
|---|---|---|---|
| Shares 2014 | |||
| Carrying amount at beginning of year | 234 | 7 | 241 |
| Carrying amount at end of year | 234 | 7 | 241 |
| Group | |||
|---|---|---|---|
| 1,000 € | companies | Other | Total |
| Shares 2013 | |||
| Carrying amount at beginning of year | 314 | 7 | 320 |
| Increases | 33 | 33 | |
| Decreases | –113 | – | –113 |
| Carrying amount at end of year | 234 | 7 | 241 |
| 1,000 € | 2014 | 2013 |
|---|---|---|
| Materials and supplies | 411 | 306 |
| Work in progress | 223 | 168 |
| Completed products/goods | 125 | 111 |
| Total inventories | 759 | 585 |
| 1,000 € | 2014 | 2013 |
|---|---|---|
| Non-current receivables | ||
| Receivables from Group companies | ||
| Subordinated loan receivables | – | 230 |
| Loan receivables | 330 | 330 |
| Receivables from others | ||
| Held to maturity financial assets | – | 1,000 |
| Total non-current receivables | 330 | 1,560 |
| Current receivables | ||
| Receivables from Group companies | ||
| Subordinated loan receivables | 320 | – |
| Trade receivables | 163 | 146 |
| Other receivables | 40 | 37 |
| Prepayments and accrued income | 23 | 4 |
| Receivables from others | ||
| Trade receivables | 65 | 93 |
| Other receivables | 158 | 291 |
| Prepayments and accrued income | 91 | 6,874 |
| Total current receivables | 860 | 7,445 |
| 1,000 € | 2014 | 2013 |
|---|---|---|
| Investments in funds | 9,791 | 15,214 |
Marketable securities include yield investments, corporate loans and money market investments.
| 1,000 € | 2014 | 2013 |
|---|---|---|
| Cash at bank and in hand | 183 | 172 |
| 1,000 € | 2014 | 2013 |
|---|---|---|
| Share capital at 1 Jan | 2,348 | 2,315 |
| Increase in share capital through rights issue | 3 | 33 |
| Share capital at 31 Dec | 2,350 | 2,348 |
| Fair value fund at 1 Jan | 113 | – |
| Increases | 81 | 113 |
| Fair value fund at 31 Dec | 194 | 113 |
| Invested non-restricted equity fund at 1 Jan | 44 | 3,226 |
| Increase in share capital | 748 | 42 |
| Capital repayment to shareholders | –6 | –3,225 |
| Invested non-restricted equity fund at 31 Dec | 786 | 44 |
| Accumulated profit/loss from previous years 1 Jan | 18,881 | 30,027 |
| Dividend paid to shareholders | –9,995 | –6,792 |
| Accumulated profit/loss from previous years 31 Dec | 8,886 | 23,235 |
| Reported profit / loss for the year | –551 | –4,353 |
| Total equity | 11,666 | 21,386 |
Biohit's shares are divided into Series A and B shares. The series differ to the extent that each Series A share confers twenty (20) votes at General Meetings and Series B shares confer one (1) 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.In applying this provision, the share par value is considered EUR 0.17, which was the par value of the company share at the time when the company decided to abolish par value.
| 2014 | 2013 | |||
|---|---|---|---|---|
| Structure of the parent company's shareholders' equity | No. of shares |
% of shares |
% of votes |
No. of shares |
| Series A shares (20 votes/share) | 2,975,500 | 21.0 | 84.2 | 2,975,500 |
| Series B shares (1 vote/share) | 11,160,093 | 79.0 | 15.8 | 10,835, 093 |
| Total | 14,135,593 | 100.0 | 13,810,593 | 13,810,593 |
Biohit's share capital totals EUR 2,350,350.81. The company does not own any treasury shares. Based on a resolution of the AGM held on 13 April 2014, the Board of the company is authorised to decide on the issue of shares and to issue the special rights referred to in Chapter 10 of the Limited Liability Companies Act so that the maximum number of new Series B shares to be issued pursuant to the special rights is 2,000,000, which corresponds to approximately 18% of the company's Series B shares. The company did not exercise the authorisation granted at the AGM to issue shares in 2014.
Deferred taxes have not been recognised in the balance sheet. Significant deferred taxes include a deferred tax asset related to confirmed loss, totalling EUR 11.7 million (2014: EUR 3.9 million, 2013: EUR 4.4 million, 2012: EUR 3.4 million).
| 1,000 € | 2014 | 2013 |
|---|---|---|
| Loans from Group companies | 301 | 301 |
| Total | 301 | 301 |
| 1,000 € | 2014 | 2013 |
|---|---|---|
| Loans from financial institutions, current portion | 256 | 384 |
| Advances received | 4 | 0 |
| Trade payables | 483 | 307 |
| Accrued liabilities and prepaid income | 496 | 3,671 |
| Other liabilities | 85 | 67 |
| Liabilities to Group companies | ||
| Trade payables | 39 | – |
| Accrued liabilities and prepaid income | 49 | 46 |
| Total current liabilities | 1,413 | 4,475 |
Accrued liabilities and pre-paid income include wage and salary accruals totalling EUR 339 thousand (EUR 270 thousand). Accrued liabilities and pre-paid income for 2013 also includes provisions in the amount of EUR 3,257 thousand for any liabilities associated with the business transaction in 2011.
| 1,000 € | 2014 | 2013 |
|---|---|---|
| Liabilities for which mortgages have been pledged as collateral | ||
| Company has not issued securities | ||
| Leasing commitments | ||
| Due for payment in the following financial year | 34 | 46 |
| Due for payment at a later date | 25 | 21 |
| Total | 59 | 67 |
| Other rental commitments | ||
| Due for payment in the following financial year | 168 | 165 |
| Due for payment at a later date | 756 | 165 |
| Total | 924 | 330 |
Leasing commitments and rents mainly consist of fixed-term leasing and rental agreements in effect for more than one year.
| 1,000 € | 2014 | 2013 |
|---|---|---|
| Contingent liabilities on behalf of Group companies | ||
| The company has no contingent liabilities on behalf of Group companies. | ||
| Other contingent liabilities | 2014 | 2013 |
| Guarantees | 3 | 3 |
The parent company's distributable funds (non-restricted equity) on 31 December 2014 amounted to EUR 9,132,650.85 (EUR 18,925,151.92), with the loss for the financial year accounting for EUR 550,514.94 (a loss of EUR 4,353,257.22). The Board of Directors will propose to the AGM that no dividend be paid for the financial year and that the parent company's loss for the financial year be transferred to retained earnings/losses.
Helsinki, 16th of March, 2015
Osmo Suovaniemi Chairman of the Board Mikko Salaspuro Member of the Board Eero Lehti Member of the Board
Seppo Luode Member of the Board Franco Aiolfi Member of the Board Semi Korpela President & CEO
We have today issued an auditor's report on the audit performed.
Helsinki, 16th of March, 2015
PricewaterhouseCoopers Oy Authorised Public Accounting Firm
Pasi Karppinen 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 year ended 31 December, 2014. 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 or the Managing Director are guilty of an act or negligence which may result in liability in damages towards the company or whether they have 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 16th of March 2015
PricewaterhouseCoopers Oy Authorised Public Accountants
Pasi Karppinen Authorised Public Accountant
Laippatie 1 00880 Helsinki Tel: +358 9 773 861 [email protected]
www.biohithealthcare.com
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