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09 Annual Report+
Independent auditors report
+serving Health
09 Annual Report +
Independent Auditors Report www.bosnalijek.ba
RESPONSIBILITY
We act responsibly in our jobs we perform, towards our colleagues, users and other external publics; We accept assignments and challenges ahead of us and take the responsibility to successfully overcome them; We are focused on solutions and accomplishing of results, and not on problems; We assume the responsibility for our success, as well as for our own mistakes; We are ready to make a decision and accept the responsibility for risks, activities and results arising from it.
PROFESSIONALISM
We insist on high standards in performing business tasks; We make our decisions on the basis of facts; We are committed to fulfilling expectations of our users and other publics; We endeavour to overcome the obstacles in our work resulting from the lack of time, resources or complex and demanding circumstances; We use the knowledge and experience from previous situations for more successful solving of problems in the present period; We approach our job positively and with enthusiasm.
COMPETENCE /EXPERTISE
We set ourselves high standards in the knowledge, professionalism and competence and we are devoted to their accomplishment; We always strive for developing and finding new and better methods, procedures and technologies for more successful performance of business duties; We endeavour to achieve the defined goals and expected business results despite the obstacles and in accordance with personal standards and adopted quality standards in the Company.
2 Vrijednosti 09
Values
RESPECT
We insist on high ethical and moral standards in relationships with our colleagues, users and other external publics; We cherish fair, honest and correct relationships in the Company; We treat everyone with the same respect and appreciation regardless of their function, gender, age or experience; We communicate with our colleagues and associates in a kind and polite manner and encourage them to share their own opinions and ideas; We show our respect through constant communication, listening to what the other person has to say and analyzing of other peoples opinions before we provide an answer or suggest an activity.
We create an environment where we can all freely express our own opinion, needs and problems and point out what is important to us; We cherish open communication and an atmosphere where original ideas and creative problem solving are appreciated; We strive to achieve clear, open and consistent mutual communication; We try to appropriately, timely and objectively inform our colleagues and associates on issues which concern them in order for them to be more successful in their work.
Vrijednosti 09 3
09
5 6 8 12 14 15 16 17 20 21 26 28 30 31 36 38 40 42 43 66 68 68 70
TABLE OF CONTENTS
www.bosnalijek.ba
Basic financial indicators Letter of the Company CEO Principles of corporate governance Supervisory Board Report Information for investors Review of operations Sales results Sale structure by groups of products Bosnia and Herzegovina market International markets Development and registrations Quality system Environmental responsibility Health and safety responsibility Technical operations, IT support and investments Human resources Social responsibility Report by the Audit Committee Financial reports and independent auditors report Who is who in Bosnalijek Companies abroad Representative offices and agencies abroad Product portfolio
RESPONSIBILITY
Net sales Operative profit (EBITDA) EBITDA margin Net income Net profit margin Long-term assets Short-term assets Capital Long-term liabilities Short-term liabilities Sale/employee Net income/employee
2009 2008 7.829.987 7.829.987 1,15 1,26 16,37 16,94 14,3 13,4 128.177 132.640
RESPECT
Edin Arslanagi
Bosnalijek CEO
Letter of the Company CEO Dear shareholders, business partners and employees,
We have just gone out of a quite difficult business year in which we managed to achieve the defined goals. We realised significant investments in development projects and production capacities, and continued strengthening our marketing teams in Bosnia and Herzegovina and international markets. Our sales revenue totalled 109.6 million KM, with net profit of 9.0 million KM. Our profit at BH market was 69.8 million KM, equal to profit from year 2008. At international markets, Bosnalijek faced annual growth of 6.3% with profit of 39.7 million KM.
There have been significant changes in B&H market, due to aggressive approach of international producers with non-realistically low prices and lobbying at all authority levels for complete taking over of BH market, in which domestic producers have only 20% share. Therefore, drug prices were lowered during the year, and that trend will be continued in future. Owing to the fact that we accomplished enviable results in a chaotic business surrounding, I believe that Bosnalijek is well-positioned and totally ready to retain the status of market leader in B&H in future. Revenue growth rate at international markets was lower than in previous years, as we did not accomplish the defined aims we had at the Libyan market. Moreover, the economic crisis has affected realisation of our plans, mostly in Ukraine and Serbia, facing significant devaluations of their local currencies, what had a negative effect on our sales value in these countries. I am aware that all the employees from export markets have put their maximum effort for which I extend my congratulations. I am aware that we have all the prerequisites to continue the growth at international markets.
We were quite successful in launching new products at B&H market. Namely, we launched 9 new products in past year. Thirty three first registration certificates were received in eleven countries abroad, 48 registrations have been renewed in 6 countries, so that we had 383 active marketing authorisations approvals in the end of 2009. Despite the fact that regulatory requirements are constantly becoming stricter, I am very much satisfied with the results accomplished in this field. We shall continue intensive work on introducing new products and strengthening regulatory teams in Bosnalijek.
Bosnalijek shares, as well as capital market in B&H, were not immune to the negative surrounding of financial sector during the year, and we faced a decrease in sales and drop in prices as compared to year 2008. Good business results accomplished in second half of year 2009 have strengthened the trust of investors in Bosnalijek, so that a share, after a decrease to amount below nominal price in first quarter, has reached maximum value of 18.11 KM, and its value was 16.37 KM in end of the year.
During 2009, all the employees gave their maximum contribution in performing the defined Company goals. We all together contributed to maximisation of profit for our shareholders. Bosnalijek will continue to operate in very turbulent conditions in its full capacity, especially in B&H. I am certain that we shall successfully finish the first decade of 21st century. In the end, I would like to emphasise one thing that makes me very happy which is a fact that we managed to create a new generation of young, capable and motivated personnel in past 10 years, who will successfully lead Bosnalijek on the path to its establishment into the leading pharmaceutical company of Southeast Europe, and thusly the most significant factor in BH economy. Edin Arslanagi, BSc Chem Eng Bosnalijek CEO
Supervisory Board
Pursuant to Bosnalijek Statute, Supervisory Board shall appoint the Company Management and supervise its work, consider and approve financial statements, consider the Company strategy, investment policy and development of operations, and it will submit reports to Shareholders Assembly. In addition, the Supervisory Board will suggest to Shareholders Assembly to select an external auditor, method for distributing profit and other decisions in charge of the Shareholders Assembly. Supervisory Board consists of a president and four members and they are appointed for a four year mandate. As decided at Shareholders Assembly held on 28.06.2008, Supervisory Board consisting of the following persons was selected: Veljko Trivun, PhD, LLB, president, and the following members Abdulhakim Mohamed El-Misurati, MSc Acc, Rifat Klopi, PhD, Abdul-Umid alaka, Prim MD and Edin Buljubai, LLB.
Auditing Board
Auditing Board is made of a president and two members. The Auditing Board is authorised and responsible for preparing and suggesting procedures that need to minimise the risk of Company breaches and violations, to ensure and supervise implementation of accounting standards and propose accounting policies. Following decision of the Shareholders Assembly held on 28th June 2008, Auditing Board was selected consisting of eljko Kordi - president, and members Sead Sarvan and Rabija Avduli. Mandate of the Auditing Board will last four years.
Shareholders Assembly
Shareholders Assembly shall adopt annual report on Company operations which includes financial statement and an independent auditors report. It has authority in appointing and dismissing Supervisory Board and Auditing Board members, considers the work of Supervisory Board, decides on distribution of profit, changes and supplements to Company Statute, changes in original capital and status changes of the Company and appointing external auditor and Auditing Board. Annual Shareholders Assembly held on 20th June 2009 has made the following decisions: Decision on adopting Annual Report on Company operations for year 2008, with reports from auditor, Supervisory Board and Auditing Board; Decision on allocation and method of usage of profit gained according to Annual Report on Operations for 2008; Decision on allocating a part of profit gained in year 2007 into Companys reserves fund; Decision on adopting Company Business Plan for year 2009; Decision on changes and supplements to Bosnalijek d.d. Statute
10 Mission+Vision+Strategy 09
Our mission is to improve the quality of life by producing, delivering and selling the new best-quality pharmaceuticals and related products. We shall maintain highest international standards related to the quality of products and protection of the environment. We shall permanently endeavour to meet expectations of our customers, shareholders and employees. Our vision Our vision is to be a reputable and progressive pharmaceutical company, capable to compete in the world pharmaceutical market. We shall turn the vision into reality by developing our own proprietary portfolio of the best quality pharmaceuticals, by investing into modern production facilities and by complying with regulatory requirements of the most demanding markets. Our long-term strategy is based on development, production and sale of generics under proprietary trade names, in compliance with international standards applicable for the pharmaceutical industry. Intensified investments into product development and promotion at local and international markets, along with strengthening of international sales network, will assure further growth of our company.
Mission+Vision+Strategy 09 11
www.bosnalijek.ba
In the period between two Shareholder Assemblies, at which annual report on operations is to be considered, the Supervisory Board has held five sessions for addressing issues on functioning and operations of the Company, and reached 20 decisions dealing with issues significant for realisation of the function for supervising Company operations, within Supervisory Board competence, implementing decisions of Shareholders Assembly and preparing draft decisions to the Shareholders Assembly. When supervising the Company operations, the Supervisory Board has considered and adopted Company Report on Operations for period January June 2009, and the Supervisory Board has accepted Company Report on Operations by annual account for year 2009 with income statement and balance sheet on session held on 26.03.2010.
Additionally, the Supervisory Board has adopted Annual Report on Company Operations for 2009 with reports from auditor, Supervisory Board and Auditing Report at the session held on 25.05.2010, it has also accepted Company Management suggestions for allocation and method of using profit generated in 2009 as well as on allocating a part of profit from year 2008; decisions have been made suggesting to Shareholders Assembly to distribute profit from 2009 into the reserves fund and to invest into improvement and development of Company activities, as well as to allocate a part of profit gained in 2008 into the Company reserves fund. At the same session, the Supervisory Board has defined a draft Business Plan for year 2010, which shall be submitted to Shareholders Assembly together with Annual Report on Company Operations for 2009.
The Supervisory Board has cooperated with the Company Management, in accordance with Company Statute and Law, and it was regularly reported by the Management on all important business events. In direct communication with the Management, this has enabled Supervisory Board a complete and unobstructed supervision over the Company business dealings. Based on a continuous supervision of Company operations and adopted reports on Company operations by the Management, the Supervisory Board hereby concludes that Company business operations in 2009 were conducted in accordance with decisions of the Shareholders Assembly, Company Statute, law as well as other regulations.
TRADING PRICES AND TRADING OF BOSNALIJEK SHARES 1.000 IN 2009 25 20 15 10 5 0 01.2009 02.2009 03.2009 04.2009 05.2009 06.2009
TRADING PRICE KM
PRICE 20 18 16 14 12 10 8 6 4 2 0
07.2009
08.2009
09.2009
10.2009
11.2009
12.2009
Structure of shareholders
In 2009, Bosnalijek was included in BATX INDEX (Bosnian Traded Index) traded at Vienna Stock Exchange. This index monitors price movement of six largest and most liquid companies in Bosnia and Herzegovina market, including four companies from the Sarajevo Stock Exchange and two from Banja Luka Stock Exchange. The initial share price was 16.94 KM in 2009, and end price 16.37 KM. Maximum daily average share price during the year was 18.11 KM, while the lowest price was 9.53 KM. As decided by the Shareholders Assembly in 2009, a dividend amounting to 0.28 KM per share was paid to shareholders. The Company will in future reach policy on dividends on annual basis. There have been no significant changes in the Company capital structure in 2009. Government of Federation of B&H is still the largest single shareholder owning 19.3% share in Bosnalijek capital. Libyan Economic and Social Development Fund is the second largest shareholder holding 8.8%, and International Finance Corporation - IFC, member of World Bank, with 8.4 % portion in the capital. Foreign investors had 31.4% portion in Bosnalijek capital in end of the year, while the remaining belonged to institutional and private investors from Bosnia and Herzegovina. Totally 22 countries were represented in Bosnalijek shareholders structure in end of 2009.
2009 16,37 18,11 9,53 620.863 10,00 1,15 14,3 128.176 7.829.987
2008 16,94 49,52 13,7 669.553 10,00 1,23 13,4 132.640 7.829.987
% 60 50 40 30 20 10 0
FB&H
IFC
Libya
Review of operations
* continuation of Bosnalijek successful operations * 109,55 million KM sales revenue
In realising the long-term development strategy and planned business goals, Bosnalijek has faced sales revenue growth from 1997 until 2009, with the average annual rate of 16.20%. The sales revenues were tripled in past 10 years.
BiH EXPORT
100 80 60 40 20 0
02.
91% 9%
09.
64% 36%
We realise strategic goal with the continuous growth of export, its portion in total sales revenue is increased.
Review of operations 09 15
Sales results
In year 2009, Bosnalijek has realised growth of sales and quite successful business results, thus confirming the trend of sales revenue growth and stability in operations. The accomplished business results are even more significant as they were realised in world recession conditions that has significantly struck all Bosnalijek sale markets, which were characterised in 2009 with strengthening of generics pharmaceutical industry, slowing market growth rates, making stricter regulations in the field of drugs manufacture and sale, restrictive policy of healthcare insurance funds, pressures on drug prices lowering, as well as decrease of life standard and consumption of self-treatment drugs.
In realising the long-term development strategy and planned business goals, Bosnalijek has faced sales revenue growth from 1997 until 2009, with the average annual rate of 16.20%. The sales revenues were tripled in past 10 years. Successful operations of Bosnalijek in 2009 and growth of sale revenues primarily result from realising Bosnalijek long-term strategic goals directed at development of international operations, but also retaining leading position at local pharmaceutical market. This means that several-year preparations in creating conditions for international sale, careful formation of product portfolio for each of the export markets, good-quality products and documentation for their registration, as well as efficient representative and distributive network abroad have ensured significant sale growth rates in export in year 2009. The realised sales revenue amounted to 109.55 million KM, what is an increase by 2.26% as compared to previous year, primarily thanks to our international sales. Export sale has generated profit of 39.69 million KM with a growth of 6.26% in comparison to year 2008 and a portion in the total sales revenue of 36.23%. With expressed market instability in Bosnia and Herzegovina, as well as constantly growing competition and pressures to lower drug prices, Bosnalijeks sale revenue was 69.86 million KM, thus managing to retain sales value at the last years level with a slight increase of 0.12%.
TOTAL SALE IN 2009 BY MARKETS (KM) B&H * Products * Services EXPORT * Southeast Europe * CIS and Russia region * Middle East, Africa and Asia * Services TOTAL 2009 % 2008 69.858.091 63,77 69.774.762 69.746.820 63,67 69.652.307 111.271 0,10 122.455 39.692.493 36,23 37.353.056 12.245.907 11,18 11.237.419 25.996.037 23,73 19.147.882 563.091 0,51 6.967.755 887.458 0,81 109.550.584 100,00 107.127.818 % 65,13 65,02 0,11 34,87 10,49 17,87 6,50 100,00 Index 100,12 100,14 90,87 106,26 108,97 135,76 8,08 102,26
16 Review of operations 09
Drugs sale in 2009 has generated 98.10% of total sales revenue, while the remaining 1.90% refers to production and sale of disinfectants for medicinal usage and mass consumption, as well as providing services in B&H and abroad.
The services rendered in 2009 are mainly continuation of the commenced long lasting collaboration with the Libyan partners and we consider them very important, as they include transfer of Bosnalijek experts knowledge in the field of quality management and quality control.
We launched 9 new products to Bosnia and Herzegovina market in 2009.. Prescription medicines still have a dominant portion of 74.19%, while non-prescription medicines or OTC products hold only 25.81%, with especially significant sale of these products at export markets. Following the world trends and a tendency for growing consumption of self-treatment drugs, Bosnalijek has formed its OTC programme on a carefully chosen product portfolio. Efficacy and quality of these products in self-treatment is confirmed by increase of their sale and numerous competitors, financial crisis and decreased purchasing power of end users. Lysobact, Bronchobos, Pilfud and Royal Jelly are already well-built and positioned Bosnalijek brands at many international markets.
SALE STRUCTURE BY PRODUCT TYPES IN (KM) 2009 % 2008 % Medicines 107.466.471 98,10 105.971.098 98,92 * Our own medicines 95.391.650 87,08 92.219.785 86,08 * Medicines cooperation with partners 12.074.822 11,02 13.751.312 12,84 Disinfectants 1.085.384 0,99 1.034.265 0,97 Services 998.729 0,91 122.455 0,11 * Services local market 111.271 0,10 122.455 0,11 * Services international market 887.458 0,81 TOTAL 109.550.584 100,00 107.127.818 100,00 Index 101,41 103,44 87,81 104,94 815,59 90,87 102,26
SALE STRUCTURE BY PHARMACO-THERAPEUTIC GROUPS IN 2009 34,6% A ALIMENTARY TRACT AND METABOLISM 34,1% C CARDIOVASCULAR SYSTEM 1% B BLOOD AND BLOOD FORMING ORGANS 1,9% D DERMATOLOGICALS 11,2% J ANTIINFECTIVES 1,4% M MUSCULO-SCELETAL SYSTEM 12,3% N NERVOUS SYSTEM 2,3% R RESPIRATORY SYISTEM 1,2% OTHER
Review of operations 09 17
Bosnalijek OTC programme is represented by strong brands it guarantees qualitative and efficient drugs it stimulates self-treatment
18 Review of operations 09
Review of operations 09 19
Our products and services sale in 2009 was increased by 3.14% as compared to previous year. This means that that share of our product portfolio and services portfolio sales in the total sales revenue at BH market was increased from 80.29% in 2008 to 82.72% in 2009.
Disinfectants sale faced an increase of 16.72% in comparison to past year, as a result of Bosnalijek efforts to satisfy needs of the key buyers caused by the enlarged consumption, especially during H1N1 virus epidemics. However, this product programme still sees low profitability caused by inadequate implementation of the Excise Law in B&H and unjustified payment of high excise taxes on importation of alcohol, which is a basic raw-material in the manufacture of these products.
SALE IN B&H BY PROGRAMMES (KM) OUR OWN PROGRAMMES + Our own medicines + Disinfectants + Services COOPERATION WITH PARTNERS + Eli Lilly + Novartis TOTAL 2009 57.783.270 56.586.615 1.085.384 111.271 12.074.822 12.070.264 4.558 69.858.092 % 82,72 81,00 1,55 0,16 17,28 17,28 0,01 100,00 2008. 56.023.449 54.971.114 929.880 122.455 13.751.312 13.244.495 506.817 69.774.761 % 2009/2008 80,29 103,14 78,78 102,94 1,33 116,72 0,18 90,87 19,71 87,81 18,98 91,13 0,73 0,90 100,00 100,12 81% 17,28% 1,55% 0,16% OUR OWN MEDICINES MEDICINES COOPERATION WITH PARTNERS DISINFECTANT SERVICES
1,55% 0,16%
20 Review of operations 09
International Markets
A continuous increase of export and expanding of Bosnalijek export markets, especially in conditions of general recession represents valorisation of longterm investments in development of international business operations and a confirmation of highly professional knowledge and abilities of our own personnel in the field of marketing and sale. Our products and services sale at export markets has generated profit amounting to 39.69 million KM in 2009, i.e. the export was increased by 6.26% in comparison to previous year having a portion of 36.23% in total sales revenue.
EXPORT SALE BY REGIONSA/MARKETS (KM) Southeast Europe Serbia Kosovo Macedonia Albania Croatia Montenegro CIS and Russia Russia Ukraine Moldova Georgia Azerbaijan Middle East, Africa and Asia Qatar Kuwait Yemen French-speaking Africa Libya - sale of products - services EXPORT 2009 12.245.907 1.853.033 3.643.445 1.613.743 1.337.602 2.546.195 1.251.888 25.996.037 16.112.789 7.815.509 1.795.067 135.233 137.439 1.450.550 315.155 134.475 52.847 60.615 887.458 887.458 39.692.494 % 30,85 4,67 9,18 4,07 3,37 6,41 3,15 65,49 40,59 19,69 4,52 0,34 0,35 3,65 0,79 0,34 0,13 0,15 2,24 2,24 100,00 2008 11.237.419 1.884.117 3.255.108 1.398.605 968.465 2.113.936 1.617.187 19.147.882 8.958.084 8.108.180 1.938.766 142.852 6.967.755 197.907 18.346 266.125 6.485.377 6.485.377 37.353.055 % 2009/2008 30,08 108,97 5,04 98,35 8,71 111,93 3,74 115,38 2,59 138,12 5,66 120,45 4,33 77,41 51,26 135,76 23,98 179,87 21,71 96,39 5,19 92,59 0,38 94,67 18,65 0,53 0,05 0,71 17,36 17,36 100,00 20,82 159,24 288,06 22,78 13,68
Bosnalijeks export has grown nine times in the period from 2002 2009, realising currently almost 40% of products and services revenue at international markets. In year 2009, Bosnalijek exported products to 22 international markets, including 7 French-speaking African countries. CIS countries have a very significant potential among the above-mentioned markets. Therefore, the structure of total international sales revenue has continuously been increased in favour of CIS and Russia region, followed by Southeast Europe with markets of former Yugoslavia and Albania, where Bosnalijek is well-positioned as a reliable and qualitative pharmaceutical producer.
Most marketed
Bosnalijek brands
in export in 2009 were
106,26
CIS AND RUSSIA SOUTHEAST EUROPE MIDDLE EAST, AFRICA AND ASIA
Review of operations 09 21
+serving Health
www.bosnalijek.ba
CIS +RUSSIA
65,49%
Azerbaijan * new Bosnalijek market * first sale realised in 2009
30,85%
Kosova+Croatia are the most important markets of this region, where 51% of export was realised.
3,65%
Middle East, Africa and Asia region includes very significant world markets on the global level, with a high potential and continuous growth trend.
In CIS and Russia region, products sale in 2009 was increased by 35.76% as compared to previous year, and this region had a 65.49% share in the entire Bosnalijek export. Sales growth in Russia has been achieved with exceptionally high annual rate of 79.87%. There was a slight decrease in sale at Ukraine and Moldova markets caused by expressive global and local financial movements in these countries.
In accordance with Bosnalijek export strategy and expansion of market, we had a first export to Azerbaijan in year 2009, and activities were continued for further growth of export in Georgia, as well as penetrating into new areas of the Russian Federation.
The goal of Bosnalijek is to keep the sales growth trend in countries of this region, especially in Russia and Ukraine. We have numerous activities for widening sales portfolio, strengthening of our representative offices, advancement of professional personnel, cooperation with renowned healthcare experts, as well as various marketing activities for the purpose of more active promoting and better positioning of the Company and certain brands. Many Bosnalijek products with trend of sales growth and their increasingly large market share have become recognisable brands in Russia and Ukraine (Enterofuryl, Nomigren and LoprilH), and some of the leading OTC products (Lysobact and Stomatidin) were given a special emphasis in the renowned professional magazines.
Lysobact was given a prestigious award PANACEA as a preparation of the year in Ukraine, in a group of medicines for treating throat. Continuation of conducting clinical study in Russia for proving effectiveness of Enterofuryl in new indication (eradication of Helicobacter pillory) in adults has significantly contributed to strengthening of our products position in the market and confirmation of their quality. Postmarketing investigations and collaboration with respectable medical scientists has had a special importance in the Russian market. Therefore, we deem very important the visit of renowned Russian scientists as well as our distributor Protek, and their introduction with Bosnalijek personnel, development and production capacities, production conditions and quality control as well as total product portfolio in 2009.
24 Review of operations 09
SOUTH EAST EUROPE STRUCTURE 2009 15% SERBIA 30% KOSOVO 13% MACEDONIA 11% ALBANIA 21% CROATIA 10% MONTENEGRO
Kosovo+ Hrvatska are the most important markets of this region, where 51% of export was realised.
MIDDLE EAST + AFRICA + ASIA STRUCTURE 2009 61% 4% 9% 22% 4% LIBYA YEMEN KUWAIT QATAR SF AFRICA
Activities in this region were directed in 2009 at improving business profitability, establishing and developing cooperation with new partners for promotion and distribution in Frenchspeaking Africa, as well as establishing infrastructure for efficient operating of our representative office in Algeria.
The cooperation with National Centre for Food and Drugs Control in Libya in transferring our experts professional knowledge in the field of quality assurance and quality control has been realised in accordance with the agreement, so that we expect its continuation in future.
Review of operations 09 25
Development+ registrations
Global generic pharmaceutical market has increasingly been characterised with numerous acquisitions that result in building strong global market players, whose requirements are speeded development and shortening deadlines for launching a generic medicine after expiry of patent protection and data exclusivity, maximum reduction of production costs and offering cheap generic parallels that bring huge savings to healthcare systems. On the other hand, response of large pharmaceutical companies that invest huge amounts of money into investigating new molecules, is actually directed at establishing of stricter and stricter regulatory requirements and imposing additional trials on others to confirm the equality of generic and original medicines. Out of that reason, Bosnalijek has been investing significant funds into development and registration of new products each year, so that a portion of these costs was as high as 6.5% in sales revenue of 2009. Following expansion of our product portfolio with first registrations of 15 new products (14 medicines and one medical device) in 2008, these activities were pretty slowed in 2009 due to inefficient implementation of new Law on Medicines and Medical Devices, slow reaching of appropriate by-laws and a long-lasting establishment of a unique regulatory authority. Bosnalijek received registration certificate for only one new product in 2009. That is an extension of our leading product LoprilH in combination with diuretic in new dose and it has submitted application for registering three new products as a line extensions of products Monoclar and Xiclav.
Apart from the registration and registration applications for new products, we have renewed registration of 12 products in Bosnia and Herzegovina, registered new packaging sizes of 7 products, continued and initiated procedures for registration renewal of 18 products and reported variations in manufacturing procedures of 14 products, all of which are mainly the results of development activities.
26 Review of operations 09
Of particular significance for Bosnalijek is the fact that during 2009 our activities directed at product registration abroad resulted in 33 new registrations in 11 countries, along with 48 registration renewals in 6 countries. This means that by the end of 2009 Bosnalijek disposed of 383 active approvals for the marketing of its products abroad. Along with finalized registration procedures, during 2009 we made 29 new registration applications in 8 countries.
As long-term sales growth and business success in pharmaceutical industry are entirely dependent on development of new products and sped up obtaining of marketing authorizations, Bosnalijek also in 2009 invested a great part of its energy and funds into development.
There are over fifty development projects in different phases of development which imply the development of our own technology for completely new products, development of new pharmaceutical forms and unit doses for the existing products, optimization of technological processes for the existing products, transfer of technological procedures to manufacturing capacities and taking over of new technologies from business partners. These activities are to be continued also in the next year.
Review of operations 09 27
Quality System
Bosnalijek quality system has been integrated in all business processes and we have continually been improving it in order not only to meet but also surpass the expectations of the end-users of our products, as well as of our shareholders and our employees.
Our quality system incorporates all elements of good manufacturing and business practice, thus ensuring high quality of our products and services to our clients and strengthening Bosnalijeks international competence. By the implementation of ISO standards Bosnalijek opted for acceptance and construction of a process-based approach to managing and constructing a quality management system based on identification of processes, their network connection and monitoring. Quality policies and integrated management system are described in the document Rulebook on quality, environmental, occupational health protection and safety management. This document confirms that Bosnalijek has established, documented and has been implementing and maintaining the system of quality, environmental, occupational health protection and safety management in accordance with the GMP requirements and the standards ISO 9001:2000 (quality), ISO 14001:2004 (environmental management) and OHSAS 18001:2007 (occupational health protection and safety), which it has continually been checking and improving its efficiency. All employees participate in the build up, improvement and implementation of Bosnalijeks quality system through consistent implementation of elements of the prescribed quality within their scope of work and as a part of their daily activities. The implementation and improvement of the quality system require all employees to be continually educated and checked by means of internal audits and inspections.
Bosnalijek confirms its quality system success by a regular recertification audit (recertification) and annual system control which was by the end of 2009 performed by the internationally renowned certification company Bureau Veritas.
28 Review of operations 09
www.bosnalijek.ba
Review of operations 09 29
Environmental responsibility
Environmental responsibility is an integral part of Bosnalijeks quality system and is defined in the document Environmental orientations. Bosnalijeks responsibility toward the environment is based on observing legal regulations, documenting of all procedures, as well as monitoring and reporting, which has been confirmed by certification according to ISO 14001:2004 standard. Bosnalijek has devoted its business activities to sustainable development which it demonstrates on a daily basis by continuous improvements, economical use of natural resources and acquisition of new know-how, as well as by fully transparent internal activities in cooperation with the competent regulatory institutions and through an open communication with the local community. In order to ensure a constant monitoring of its impact on the environment, Bosnalijek has developed, constructed and has been managing its own facility for waste water treatment. Furthermore, it has established a system for collecting, removing and destroying waste materials, and it has been performing regular control of environmental emissions and monitoring their conformity with legal regulations.
30 Review of operations 09
Review of operations 09 31
QUALITY POLICY
Our quality policy is to meet all requirements, needs and expectations of our clients and shareholders. Our goal is to create and maintain the image of a successful and reliable company; to conquer new markets and improve the quality of life with our products.
This we will realize by:
Observing GMP guidelines and applying the highest standards which guarantee the quality of the products and protection of the environment; Continuous quality improvement in all business processes; Permanent education of all the employees; Application of most up-to-date technological solutions, Commitment on the part of the managers at all levels to continuously improve quality; Including suppliers into our quality system and developing partner relations. In Bosnalijek we are aware of the environmental impact of products and services and therefore we will act according to the Companys environmental orientation. By placing importance on quality and by continuously working on implementing the Quality policy we will meet the needs and expectations of our clients.
32 Review of operations 09
ENVIRONMENTAL ORIENTATIONS
We are aware of the environmental impact of our activities We are aware of the fact that we can only achieve our business goals if we comply with the environmental standards set by the society. Bosnalijek is aware that the main impact of its products and services on the environment is based on their life cycle. The employees understand their responsibility and take into account environmental problems while performing their everyday activities.
We continually improve our work practice
Investments in technology, training and the improvement of work practice are based on the experience of different interest groups and the Companys systemic monitoring procedures. The environmental impact of monitoring is reduced by the application of the best technological solutions available, as well as by accepting legal and official requirements as a minimum of the standards which are to be met by these procedures.
Review of operations 09 33
Bosnalijek
is determined to maintain and improve occupational protection, occupational health protection, fire protection, as well as the protection of buildings, facilities and spaces. In addition to continuous improvement the goal of the Enhanced Safety Program is also to make Bosnalijek a low risk company.
34 Review of operations 09
The Occupational Health and Safety Man- Periodical checks of the Occupational agement is an integral part of the total Health Protection and Safety System and business process which prevents losses the assessment of its compliance with the caused by injuries to the employees, pro- Policy are performed within reassessment fessional diseases, as well as other condi- of the Quality and Environmental Managetions related to work and property damage. ment System; High level of protection is based on com- Planned training of all employees signifiplying with the relevant legal and other cantly contributes to the development of requirements and is simultaneously im- awareness and creating of safe work and proved by means of a continuous improve- environmental conditions; ment of the efficiency of the Occupational Environmental quality and care, as well as Health Protection and Safety System; occupational health protection and safety In order to implement this policy, Bosnali- are the responsibilities of the managejek provides resources adequate to the lev- ment and each employee. el of danger, by observing legal, technical, financial and other requirements; In order to implement concrete measures, Occupational health protection and safety Bosnalijek is trying to ensure that all emgoals are published in Bosnalijeks maga- ployees are actively involved in the develzine Info, in order for all the employees opment and improvement of the Occupaand interested parties to be informed and tional Health and Safety System, and that to ensure their participation in this policys the acceptance of the system is reflected implementation in practice; within their scope of work by their fulfilling The management at all levels is respon- of their obligations in a safe manner sible for the achievement of goals, as well as the implementation and maintenance of the whole system;
Review of operations 09 35
Thanks to a maximum exploitation of the existing manufacturing capacities and educated staff, as well as continuous orientation toward process improvement and increasing of work productivity, 23 million of unit packaging of products were manufactured in 2009 which entirely met the requirements of domestic and foreign sales.
Furthermore, planned transfers of technological procedures from development laboratories to manufacturing capacities were also successfully realized. With the purpose of responding as efficiently as possible to future market challenges, in 2009 Bosnalijek initiated many activities directed at expanding manufacturing capacities and increasing their flexibility and invested 6.3 million KM in the increase of manufacturing capacities, as well as in the procurement of new manufacturing equipment and tools.
36 Review of operations 09
The quality of Bosnalijek products is checked in quality control laboratories in keeping with GLP (Good Laboratory Practice) requirements, as well as rigorous requirements relating to drug quality assurance and Bosnalijek quality standards in all phases of manufacturing process and finished products. With the aim of ensuring a final guarantee of high quality of Bosnalijek drugs, in 2009 drug control laboratories performed around 50.000 of different analyses of starting raw materials, packaging material and finished drugs quality.
In 2009 the IT Department realized the Project of upgrade of Glorya-the registration documentation management system. Continuous trainings of SAP system users were performed and complete documentation complying with the requirements of the SAP system Validation master plan was made with the aim of supporting business processes within the Company. Tests were performed on the basis of created testing protocols for the Companys GMP processes which had been implemented in the ERP system SAP. As a result of comprehensive activities directed at system validation, a document named SAP R/3 was created Review of critical items, which represents a starting basis for the improvement of work within the system. Over the course of the year improvements were made relating to user support to sales in CRM (Customer Relationship Management Client Relationship Management) system - Sales Vision.
As regards optimization of the system safety, as well as modernization of domain monitoring, system improvements were achieved by the implementation of the following up-grades: back-up, antivirus, firewall and Symantec AntiSpam system, as well as having the complete domain platform use Microsoft Windows 2008 architecture (Active Directory). Optimization of the Companys complete network infrastructure was completed through the installation of VLANs (virtual LAN Local Area Network) in all buildings. A concurrent up-date of all hardware network components was made. Administration system was enhanced by virtualization of the complete production system GLORYA on VMware ESX platform, CRM Sales Vision system, electronic banking, print and antivirus server, as well as SAP Training system for which a disasterrecovery procedure was reviewed and tested.
Despite financial crisis, in 2009 Bosnalijek made significant investments in tangible and intangible assets. By keeping up with the trend of rapid sales growth, Bosnalijek directed the majority of its investments toward increasing of its manufacturing capacities. Out of total realized investments of an amount of 11.6 million KM., 6.3 million of KM were invested in the expansion of capacities in the leading manufacturing facility of solid oral forms of drugs. The rest of the investments concerned the furnishing of development laboratories of an amount of 1.5 million KM, equipment modernization in control laboratories totaling approximately 700.000 KM and procurement and modernization of the resources necessary for the work of medical agents on the field, both in B&H and abroad.
Review of operations 09 37
Bosnalijeks success is primarily based on know-how and experience, talents and skills of its employees and their joint action in the realization of the set business goals.
Human resources
The achievement of Bosnalijeks long-term goals will in future continue to depend on the employees who are able by their know-how, creativity, competence and dedication to work to keep track of and master new pharmaceutical technologies and business skills and thus ensure a continuous progress of the Company.
In Bosnalijek we invest in development and know-how of all the employees and try to connect the needs of the Company with development of individual potentials and talents of the employees and their personal motivation in order to be able, through a system of planned development, professional development, skill training and problem solving within different business segments, to qualify the staff for demanding and responsible jobs. We create a culture of mutual trust and respect, team work and constant learning, we encourage creativity, innovation and dynamic approach and in particular we support professionalism and responsibility, as well as observation of legal norms and regulations. We are committed to nurturing ethical mutual relationships and partnerships with the wider community in keeping with Bosnalijeks values. We care about the health and safety, social status and quality of life of our employees which Bosnalijek has proven by having obtained a certificate on meeting all requirements of the OHSAS 18001:2007 standard whose guidelines have been implemented in the entire management system. Monitoring of career development Personal development is a project that Bosnalijek uses to recognize the most promising individuals and to develop and improve their expert and business skills for mastering the know-how necessary for taking over of new and more complex jobs within the Company with the aim of ensuring succession for key positions. Taking into account Bosnalijeks quality system and all particularities of pharmaceutical industry, as well as new technologies and new development processes, particular attention is paid to regular GMP training of employees (Good Manufacturing Practice), as well as the training related to ISO standards and legal regulations in the field of protection and safety. Furthermore, Bosnalijek adjusts the programs of continuous education of employees to the needs for development and up-grade of know-how and acquisition of skills from different business segments in accordance with the development and the status of the system of competencies, supplements them and reconsiders the methods and the effects of the implementation of acquired know-how.
38 Review of operations 09
We create a culture of mutual trust and respect, team work and constant learning, we encourage creativity, innovation and dynamic approach and in particular we support professionalism and responsibility
At the end of 2009 Bosnalijek had 621 employees:
407 or 65,54% of women 258 or 41,55% of employees under 35 years of age 43,96% of highly educated experts predominantly pharmacists, doctors, chemists and engineers of various vocations 36 employees with scientific and specialist titles 50 or 8,05% of employees undergoing specialist training and about to acquire scientific titles 21 menagerial positions out of which 57,50% of women Average age of employees 40 Average years of service 15,41
Apart from educational programs for its employees, Bosnalijek continuously offers a chance to high school students and students of mostly pharmaceutical and medical vocation from the whole Bosnia & Herzegovina to get familiar with its business operations through a practical summer training and organized visits to the Company. In 2009 a poll about Bosnalijek employees satisfaction with their work place was conducted which identified the areas and the measures necessary for improvement of employees satisfaction, as well as for their increased involvement and motivation. Qualification structure of Bosnalijek employees (44 % of university graduates) satisfies the needs of very complex and demanding business processes and manufacturing of drugs which by their quality and efficiency successfully compete on global pharmaceutical market.
QUALIFICATION STRUCTURE 2009
43,96% UNIVERSITY DEGREE 1,61% TWO YEAR COLLEGE 28,34% SECOND SCHOOL GRADUATE 3,86% HIGHLY QUALIFIED 22,22% OTHER
Review of operations 09 39
Social responsibility
Bosnalijeks attitude toward social responsibility is derived from our long-term goals based on our mission, vision, strategy and our commitment to responsible, professional and ethical performing of all business functions, investing in professional development of our employees, caring about their health and satisfaction and ultimately caring about the local community. We are aware of the fact that we can be a socially responsible company only if we exhibit professional excellence in everything we do and if we show responsibility toward all partners and end-users of our products.
By accepting social responsibility as a way of doing business Bosnalijek has joined UN Global Compact the greatest global initiative for equalization and improvement of business standards of the companies which accept the way of work based on the principles of ethical business directed at creating social legitimacy of companies and markets.
Bosnalijeks social responsibility is reflected in its business results, its observing of all legal and social norms, building of new business capacities, applying of environmental protection-based processes, as well as in processing and controlling all activities in accordance with the quality system. A proof for all this is an integral Environmental license valid for all its facilities. During 2009 Bosnalijek directed its donations and sponsorships to a number of projects in the field of education, science, culture and sport in keeping with its mission of improving and protecting citizens health and through offering its assistance to the work of humanitarian associations and associations of persons with special needs. As we are convinced that knowledge is the basis of every progress, we support education and actively cooperate with faculties and high schools particularly of medical, pharmaceutical and chemical orientation. Our contribution to scientific research was confirmed by conclusion of an Agreement on cooperation with B&H Academy of Sciences and Arts in 2009.
40 Review of operations 09
www.bosnalijek.ba
We provide continuous sponsorship to 200 university and high school students, support expert works by young and talented students and actively sponsor expert and scientific meetings (congresses, symposiums and seminars) of pharmacists and doctors in the country and abroad, as well as the participation of Bosnian experts at similar meetings abroad.
In 2009 Bosnalijek supported numerous cultural projects which promote national and cultural identity and cultural heritage of Bosnia and Herzegovina. We were the main sponsor of the International theatre festival MESS and we supported the concert Bridges of friendship from Sarajevo to Sarajevo conducted by the famous conductor Riccardo Muti.
Beside its involvement in numerous other projects during 2009, Bosnalijek supported the Center for culture of dialogue in Bosnia and Herzegovina in organizing World Debate Competition, the action Walk for life which promotes early discovery of breast cancer, as well as the cycling competition Das ist Walter 2009..
KPMG audit finding as of 31.12.2009 confirmed that the produced financial reports of Bosnalijek d.d. show in an objective and realistic manner financial position of Bosnalijek d.d. for the year 2009 in all tangible items, as well as business results and changes in cash flows and share capital. Financial reports show in a realistic and objective manner the Companys financial position as of 31 December 2009, as well as business results and cash flows for the year which ended on that day.
Based on the original documentation and the reports by independent auditor and the Management it can be concluded that financial reports of Bosnalijek d.d. have been made in accordance with International standards of financial reporting and the Accounting Law of the Federation of Bosnia and Herzegovina. In 2009 Bosnalijek d.d. realized a total income of 110,94 million KM which is 98,44% of the plan for 2009 and is by 2,45% higher than the previous years.
Net profit totaled 8,99 million KM, which is by 782.000 KM or 9,53% more as compared with the year 2008. During 2009, the shareholders of Bosnalijek d.d. owing at least 10% of ordinary shares did not, pursuant to Article 70. paragraph 3. of Bosnalijek d.d. Statute communicate to the Audit Committee a request for auditing of semi-annual and annual calculation or an audit of Bosnalijek d.d. financial operations.
AUDIT COMMITTEE
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Contents
Management Boards Report Statement of Management Boards responsibilities Independent auditors report to the shareholders of Bosnalijek d.d. Statement of comprehensive income Statement of financial position Statement of changes in equity Statement of cash flows Notes
(forming part of the financial statements)
43 44 45 46 46 47 47 48
The Management Board submits its report together with the audited financial statements for the year ended 31 December 2009.
Bosnalijek d.d. (the Company) is a shareholding company registered and domiciled in Sarajevo in Bosnia and Herzegovina. The principal activity of the Company is the production and sale of pharmaceutical products.
Results
The results of the Company are set out in the statement of comprehensive income on page 4 of the financial statements.
Management Board
The members of the Management Board during the year were as follows: Mr. Edin Arslanagi, Chief Executive Office Mr. efik Handi, Executive Director of General Finances Ms. Belma Abazovi, Executive Director of Production and Development, appointed 1 August 2009 Mr. Nedim Vilogorac, Executive Director of Corporate Finance and Communications, appointed 1 August 2009 Mr. Nermin Zubevi, Executive Director of the Quality and Regulation, appointed 1 August 2009 Mr. Akif Mujezin, Executive Director for Production, resigned 31 July 2009 Ms. Ljiljana Kamberovi, Executive Director for Development, resigned 31 July 2009
Supervisory Board
The members of the Supervisory Board during the year were as follows: Chairman Mr. Veljko Trivun Member Mr. Rifat Klopi Member Mr. Umid alaka Member Ms. Edin Buljubai Member Mr. Abdulhakin Mohamed Al Misurati
Audit Committee
The members of the Audit Committee during the year are as follows: Mr. eljko Kordi, Chairman Mr. Sead Sarvan, Member Ms. Rabija Avduli, Member Edin Arslanagi Director 20 April 2010
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44
Opinion
In our opinion, the financial statements give a true and fair view of the financial position of the Company as at 31 December 2009, and of its financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards.
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with relevant ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free of material misstatement.
KPMG B-H d.o.o. Registered auditors Fra Anela Zvizdovia 1 71000 Sarajevo Bosnia and Herzegovina 20 April 2010
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Revenue Cost of sales Gross profit Other operating income Administration and distribution expenses Research and development expenses Other expenses Profit from operating activities Financial income Financial expenses Net finance costs Profit before taxation Income tax expense Profit for the year Other comprehensive income Total comprehensive income for the period Basic and diluted earnings per share
Note 7
Note ASSETS Noncurrent assets Property, plant and equipment Intangible assets Investments Loans and deposits Total non-currents assets Current assets Loans and deposits Trade and other receivables Inventories Income tax receivables Cash and cash equivalents Total current assets Total assets EQUITY AND LIABILITIES Equity Share capital Treasury shares Share premium Reserves Retained earnings Total equity and reserves Liabilities Non-current liabilities Employee benefits Provisions Loans and borrowings Other liabilities Total non-current liabilities Current liabilities Employee benefits Loans and borrowings Trade and other payables Derivative financial liabilities Total current liabilities Total liabilities Total equity and liabilities
31 December 2009
31 December 2008 Restated Note 5 82.669 2.247 2 795 85.713 813 43.585 22.343 2.457 2.051 71.249 156.962
1 January 2008 Restated Note 5 87.584 3.771 5 655 92.015 1.712 36.180 19.769 2.457 2.227 62.345 154.360
14 15 16 17
9 12 12 12 13
84.477 1.308 12 562 86.359 712 60.115 20.382 2.457 3.439 87.105 173.464
17 18 19 20
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21 22 23
25 27 29 28
707 133 1.159 85 2.084 22.825 17.311 7.648 47.784 49.868 156.962
564 133 1.077 116 1.890 28.819 16.522 8.242 53.583 55.473 154.360
25 29 30 31
The accounting policies and other notes on pages 48 to 65 form an integral part of these financial statements
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As at 01 January 2008 reported Prior year adjustment (Note 5a) As at 01 January 2008 restated Profit for the year Total comprehensive income for the period Issuing of bonus shares to existing shareholders Transfer to reserves Movement of IFC shares under put option Shares issued to employees under share based payments As at 31 December 2008 restated As at 01 January 2009 Profit for the year Total comprehensive income for the period Treasury shares (Note 22) Transfer to reserves (Note 23) Dividends declared (Note 24) As at 31 December 2009
Share Capital 52.945 52.945 17.530 (1.070) 2.337 71.742 71.742 (182) 71.560
Note Total 99.267 Cash flows from operating activities Profit for the year (380) Adjustments for: Depreciation and impairment of property, plant and equipment 98.887 Amortization of intangible fixed assets 8.207 Interest income Interest expense 8.207 Loss on sale of property, plant and equipment Movement in derivative fair value - Increase in trade and other receivables - Decrease / (increase) in inventories Increase in trade and other payables - Increase in provisions and other liabilities Cash generated from operating activities 107.094 Interest paid 107.094 Net cash from operating activities 8.989 Investing activities Increase in investments 8.989 Purchase of property, plant and equipment Purchase of intangible assets - Proceeds from the disposals of property, plant and equipment Interest received - Receipts from collection of loans receivable Payments for loans receivable (2.191) Net cash outflow from investing activities 113.892 Financing activities Repayment of loans and borrowings Loans and borrowings received Dividends paid Net cash outflow from financing activities Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year
2009.
2008. Restated 8.207 8.546 2.325 (119) 1.780 (14) (594) 20.131 (7.394) (2.574) 789 112 11.064 (1.780) 9.284 (2) (3.645) (801) 22 119 899 (140) (3.548) (21,770) 15,858 (5.912) (176) 2.227 2.051
8.989 7.848 1.517 (10) 1.349 1.529 1.656 22.878 (16.530) 1.960 6.260 216 14.784 (1.349) 13.435 (10) (11.079) (739) 55 10 1.033 (699) (11.429) (17,240) 18,220 (1,598) (618) 1.388 2.051 3.439
24
20
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1 REPORTING ENTITY Bosnalijek d.d. (the Company) is a shareholding company regis- (e) Determination and presentation of operating segments tered and domiciled in Sarajevo in Bosnia and Herzegovina. The As of 1 January 2009 the Company determines and presents opprincipal activity of the Company is the production and sale of erating segments based on the information that internally is propharmaceutical products. Bosnalijek d.d. is listed on the Sarajevo vided to the CEO, who is the Companys chief operating decision Stock Exchange. maker. This change in accounting policy is due to the adoption of IFRS 8 Operating Segments. Previously operating segments were 2 BASIS OF PREPARATION determined and presented in accordance with IAS 14 Segment (a) Statement of compliance Reporting. The new accounting policy in respect of segment operating disclosures is presented as follows. The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS). These finanComparative segment information has been re-presented in concial statements are a translation of the official statutory financial formity with the transitional requirements of such standard. Since statements prepared in Bosnian. the change in accounting policy only impacts presentation and The financial statements were approved by the Management disclosure aspects, there is no impact on earnings per share. Board on 20 April 2010. (b) Basis of measurement The financial statements have been prepared on the historical cost basis except for derivative financial instruments, which are measured at fair value. (c) Functional and presentation currency These financial statements are prepared in the currency of Bosnia and Herzegovina, Convertible marks (BAM), which is the Companys functional currency. All financial information presented in Convertible marks has been rounded to the nearest thousand. (d) Use of estimates and judgements An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Companys other components. An operating segments operating results are reviewed regularly by the CEO to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. Segment results that are reported to the CEO include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly corporate assets (primarily the Companys headquarters), head office expenses, financial cost and income tax assets and liabilities. Segment capital expenditure is the total cost incurred during the period to acquire property, plant and equipment, and intangible assets other than goodwill.
The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ (f ) Presentation of financial statements from these estimates. The Company applies revised IAS 1 Presentation of Financial StateEstimates and underlying assumptions are reviewed on an ongoments (2007), which became effective as of 1 January 2009. As a ing basis. Revisions to accounting estimates are recognised in the result, the Company presents in the statement of changes in equiperiod in which the estimate is revised and in any future periods ty all owner changes in equity, whereas all non-owner changes in affected. equity are presented in the statement of comprehensive income. In particular, information about significant areas of estimation unComparative information has been re-presented so that it also is certainty and critical judgements in applying accounting policies in conformity with the revised standard. Since the change in acthat have the most significant effect on the amount recognised in counting policy only impacts presentation aspects, there is no imthe financial statements are described in the Note 38. pact on earnings per share.
48
3 SIGNIFICANT ACCOUNTING POLICIES The accounting policies set out below have been applied consistently to all periods presented in these financial statements. Where necessary, comparative information has been reclassified and restated as explained in Note 5, to achieve consistency in disclosure with current financial year amounts and other disclosures. (a) Foreign currencies A financial instrument is recognised if the Company becomes a party to the contractual provisions of the instrument. Financial assets are derecognised if the Companys contractual rights to the cash flows from the financial assets expire or if the Company transfers the financial asset to another party without retaining control or substantially all risks and rewards of the asset. Regular purchases and sales of financial assets are accounted for at trade date, that is, the date that the Company commits itself to purchase or sell the asset. Financial liabilities are derecognised if the Companys obligations specified in the contract expire or are discharged or cancelled. Cash and cash equivalents for the purpose of preparation of cash flow statement and balance sheet comprise cash balances and call deposits. Accounting for finance income and expense is discussed in Note 3(k). Trade and other receivables are measured at amortised costs less impairment (refer Note 3(f )). Trade and other payables and interest-bearing loans and borrowings are measured at amortised cost.
Transactions in foreign currency are translated to the functional currency of the Company at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date. The foreign currency gain or losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement. Non-monetary assets and liabilities denominated in foreign currencies, which are stated at historical cost, are translated into functional currency at foreign exchange rates ruling at the dates at which the values were determined. Non-monetary assets and items that are measured in terms of historical cost of a foreign currency are not re(ii) Derivative financial instruments translated. Derivative financial instruments include Company shares that (b) Financial instruments can be put back to the Company, as described in Note 31. These (i) Non-derivative financial instruments puttable shares are measured at fair value with changes in fair Non-derivative financial instruments comprise trade and other revalue recorded through profit and loss. ceivables, loans and deposits, cash and cash equivalents, loans and
(iii) Share capital borrowings, and trade and other payables. Non-derivative financial instruments are recognised initially at fair Repurchase of share capital value plus, for instruments not at fair value through profit or loss, any When share capital recognised as equity is repurchased, the directly attributable transaction costs. Subsequent to initial recogniamount of the consideration paid, including directly attributable tion non-derivative financial instruments are measured as described costs, is recognised as a deduction from equity. Repurchased below. shares are classified as a treasury shares and are presented as a deduction from total equity.
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(c) Property, plant and equipment (i) Recognition and measurement Property, plant and equipment is stated at cost less accumulated depreciation and impairment losses (refer to Note 3(f )). Cost includes expenditures that are directly attributable to the acquisition of the asset. Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognised in profit or loss using the effective interest method. (ii) Subsequent expenditure
(iii) Amortisation Amortisation is recognised in profit and loss on a straight-line basis over the estimated useful lives of intangible assets, from the date that they are available for use. The estimated useful life for the current and comparative periods as follows:
Software Licenses 3 years 5 years
(iii)
(d) (i)
(ii)
The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is prob- (iv) Research and development Expenditure on research activities, undertaken with the prospect of able that the future economic benefits embodied within the part gaining new scientific or technical knowledge and understanding, will flow to the Company and its cost can be measured reliably. is recognised in profit or loss when incurred. The costs of the day-to-day servicing of property, plant and equipDevelopment activities involve a plan or design for the producment are recognised in profit or loss as incurred. tion of new or substantially improved products and processes. Depreciation Development expenditure is capitalised only if development costs Depreciation is recognised in profit or loss on a straight-line basis can be measured reliably, the product or process is technically and over the estimated useful lives of each part of an item of property, commercially feasible, future economic benefits are probable, and plant and equipment. Land is not depreciated. the Company intends to and has sufficient resources to complete The estimated useful lives are as follows: development and to use or sell the asset. The expenditure capiBuildings 7 to 33 years talised includes the cost of materials, direct labour and overhead Plant, equipment and motor vehicles 3 to 15 years costs that are directly attributable to preparing the asset for its intended use. Borrowing costs that are not directly attributable to Depreciation method, useful lives and residual values are reasthe acquisition, construction or production of a qualifying asset sessed at the reporting date. are recognised in profit or loss using the effective interest method. Other development expenditure is recognised in profit or loss as Intangible assets incurred. Intangible assets Capitalised development expenditure is measured at cost less acIntangible assets are measured initially at cost. After initial recognicumulated amortisation and accumulated impairment losses. tion, intangible assets are carried at cost less any accumulated am(e) Inventories ortisation and any accumulated impairment losses (refer to Note Inventories are stated at the lower of cost and net realisable value. 3(f )). The rate of amortisation used for intangible assets is based Inventories are valued based on purchase price and include the on the estimated useful life. costs of bringing the inventories to a condition ready for use, using Subsequent expenditure the weighted average cost principle. Subsequent expenditure is capitalised only when it increases the In the case of manufactured inventories and work in progress, future economic benefits embodied in the specific asset to which costs include an appropriate share of production overheads based it relates. All other expenditure, including expenditure on interon normal operating capacity. Net realisable value is the estimated nally generated goodwill and brands, is recognised in the income selling price in the ordinary course of business less the estimated statement when incurred. costs of completion and selling expenses.
Amortisation method, useful lives and residual values are reassessed at the reporting date.
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(f) Impairment
The carrying amounts of the Companys assets, other than invenThe recoverable amount of the Companys receivables carried at tories (refer to accounting policy e) and deferred tax assets are reamortised cost is calculated as the present value of estimated fuviewed at each balance sheet date to determine whether there ture cash flows, discounted at the original effective interest rate is any indication of impairment. If any such indication exists, the (that is, the effective interest rate computed at initial recognition assets recoverable amount is estimated. of these financial assets). Receivables with a short duration are not For intangible assets that have an indefinite useful life and indiscounted. tangible assets that are not yet available for use, the recoverable The recoverable amount of other assets is the greater of their fair amount is estimated at each balance sheet date. value less costs to sell and value in use. In assessing value in use, Assets that are subject to amortisation are reviewed for impairthe estimated future cash flows are discounted to their present ment whenever events or changes in circumstances indicate that value using a pre-tax discount rate that reflects current market the carrying amount may not be recoverable. assessments of the time value of money and the risks specific to An impairment loss is recognised whenever the carrying amount the asset. For an asset that does not generate largely independent of an asset or its cash-generating unit exceeds its recoverable cash inflows, the recoverable amount is determined for the cashamount. Impairment losses are recognised in the income stategenerating unit to which the asset belongs. ment. (ii) Reversal of impairment The Company considers evidence of impairment for receivables at An impairment loss in respect of a held-to-maturity security or both a specific asset and collective level. All individually significant receivable carried at amortised cost is reversed if the subsequent receivables are assessed for specific impairment. All individually increase in recoverable amount can be related objectively to an significant receivables not to be specifically impaired are then colevent occurring after the impairment loss was recognised. lectively assessed for any impairment that has been incurred but An impairment loss in respect of goodwill is not reversed. not yet identified. Receivables that are not individually significant In respect of other assets, an impairment loss is reversed when are collectively assessed for impairment by grouping together there is an indication that the impairment loss may no longer exist receivables with similar risk characteristics. In assessing collective and there has been a change in the estimates used to determine impairment the Company uses historical trends of the probability the recoverable amount. of default, timing of recoveries and the amount of loss incurred, An impairment loss is reversed only to the extent that the assets adjusted for managements judgement as to whether current carrying amount does not exceed the carrying amount that would economic and credit conditions are such that the actual losses are have been determined, net of depreciation or amortisation, if no likely to be greater or less than suggested by historical trends. impairment loss had been recognised. For the purpose of impairment testing, assets that cannot be test(g) Provisions ed individually are grouped together into the smallest group of A provision is recognised when the Company has a present legal or assets that generates cash inflows from continuing use that are constructive obligation as a result of a past event, it is probable that largely independent of the cash inflows of other assets or groups an outflow of resources will be required to settle the obligation, of assets (the cash-generating unit, or CGU). and a reliable estimate of the amount can be made. Impairment losses recognised in respect of cash-generating units Provisions are determined by discounting the expected future cash are allocated first to reduce the carrying amount of any goodwill flows at a pre-tax rate that reflects current market assessments of allocated to the cash-generating unit (or Company of units) and the time value of money and, where appropriate, the risks specific then, to reduce the carrying amount of the other assets in the unit to the liability. (or Company of units) on a pro rata basis.
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(h) Loans and borrowings (i) Interest bearing loans and borrowings Interest bearing loans and borrowings are recognised initially at fair value of the proceeds received, less attributable transaction costs. In subsequent periods, interest bearing loans and borrowings are stated at amortised cost using the effective interest method. Any difference between proceeds (net of transaction costs) and the redemption value is recognised in the income statement as interest expense over the period of the borrowings on an effective interest basis. (i) Employee benefits (i) Defined contributions pension fund Obligations for contributions to defined contribution pension funds are recognised as an expense in the income statement when they are due, which is the period during which services are rendered by employees. (ii) Retirement benefits The Companys net obligation in respect of retirement benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value. The discount rate is the average interest rate on loans of commercial banks, whose maturity dates are approximately the same in terms and conditions of the liabilities of the Company.. (iii) Share-based payments
(j) Revenue Goods sold and services rendered Revenue from sale of goods is measured at the fair value of the consideration received or receivable, net of returns and allowances, trade discounts and volume rebates. Revenue is recognised when the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, and there is no continuing management involvement with the goods. Revenue from services is recognised in the income statement in proportion to the stage of completion of the transaction at the reporting date. Revenue from the sale of goods is generally recognised at the date the goods are delivered and represents the net invoiced value of goods and excludes value added taxes. (k) Financial income and expenses Finance income comprises interest income on funds invested (including available-for-sale financial assets) and positive changes in the fair value of financial instruments at fair value through profit or loss. Interest income is recognised as it accrues in profit or loss, using the effective interest method. Finance costs comprise interest expense on borrowings, unwinding of the discount on provisions and negative changes in the fair value of financial instruments at fair value through profit or loss. Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognised in profit or loss using the effective interest method. Foreign currency gains and losses are reported on a net basis
The Company grants shares to its employees in accordance with local legislation. The grant date fair value of shares granted to the employees is recognised as a decrease in retained earnings with a corresponding increase in share capital per nominal value and (l) Lease payments made increase of share premium for the difference between nominal Payments made under operating leases are recognised in profit or and the fair value of granted shares. The fair value of the amount loss on a straight-line basis over the term of the lease. Lease incenpayable to employees in respect of shares which will be settled in tives received are recognised as an integral part of the total lease cash, is recognised as an employee expense with a corresponding expense, over the term of the lease. increase in liabilities, over the period that the employees become unconditionally entitled to payment. The liability is remeasured at each reporting date and at settlement date. Any changes in the fair value of the liability are recognised as personnel cost in profit or loss.
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Corporate income taxes are computed on the basis of reported A number of the Companys accounting policies and disclosures income under the laws and regulations of Federation of Bosnia require the determination of fair value, for both financial and nonand Herzegovina. financial assets and liabilities. Fair values have been determined Income tax on the profit or loss for the year comprises current and for measurement and/or disclosure purposes based on the foldeferred tax. Income tax is recognised in the income statement lowing methods. Where applicable, further information about the except to the extent that it relates to items recognised directly to assumptions made in determining fair values is disclosed in the equity, in which case it is recognised in equity. notes specific to that asset or liability. Current tax is the expected tax payable on the taxable income for (i) On call bank deposits the year, using tax rates enacted or substantially enacted at the The carrying value of on call bank deposits approximate their fair reporting date, and any adjustment to tax payable in respect of value due to their proximity in nature to cash. previous years. (ii) Trade and other receivables/payables Deferred tax is recognised using the balance sheet liability methThe carrying amount of trade and other receivables/payables is od, providing for temporary differences between the carrying deemed to reflect the fair value due to the short-term maturity of amounts of assets and liabilities for financial reporting purposes theses financial instruments. and the amounts used for taxation purposes Deferred tax is meaThe fair value of long term trade receivables is estimated as the sured at the tax rates that are expected to be applied to the tempresent value of future cash flows, discounted at the market rate porary differences when they reverse using tax rates enacted or of interest at reporting date, as disclosed in Note 17. substantively enacted by the reporting date. Trade receivables are estimated on each balance sheet date and A deferred tax asset is recognised only to the extent that it is probare impaired according to the estimate of the probability to collect able that future taxable profits will be available against which temthe amount stated. Each customer is valuated separately based on porary difference can be utilised. Deferred tax assets are reviewed different parameters ageing of the amount due. at each reporting date and are reduced to the extent that it is no (iii) Non-derivative financial liabilities longer probable that the related tax benefit will be realised. Fair value, which is determined for disclosure purposes, is calcu(n) Earnings per share lated based on the present value of future principal and interest The Company presents basic and diluted earnings per share (EPS) cash flows, discounted at the market rate of interest at the reportdata for its ordinary shares. Basic EPS is calculated by dividing the ing date. profit or loss attributable to ordinary shareholders of the Company
by the weighted average number of ordinary shares outstand- (iv) Employee benefits ing during the period, adjusted for own shares held. Diluted EPS Long-term employee benefit liability is determined using assumpis determined by adjusting the profit or loss attributable to ordition regarding the likely number of staff to whom the benefit will nary shareholders and the weighted average number of ordinary be payable, estimated benefit cost and the discount rate. shares outstanding, adjusted for own shares held, for the effects of (v) Share based payments all dilutive potential ordinary shares. The Company granted shares to its employees from retained earn(o) New standards and interpretations not yet adopted ings. The Company has recognised this transaction at the fair value A number of new standards, amendments to standards and interof its shares at the grant date. The Company has recognised empretations have been released and are not yet effective for the year ployee costs and corresponding liability at fair value of its shares at ended 31 December 2009, and have not been applied in preparthe balance sheet date. ing these financial statements. The Company has not made an assessment of the likely impact, if any, of these on the 2010 financial statements.
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Note EQUITY AND LIABILITIES Equity Share capital Share premium Statutory reserves Retained earnings Total equity and reserves Non-currents liabilities Loans and borrowings Total non-current liabilities Current liabilities Trade and other payables Loans and borrowings Total currents liabilities Total equity and liabilities
a)
71.742 3.912 19.502 12.318 107.474 6.764 7.689 16.931 17.220 41.799 156.962
71.742 3.912 19.502 11.938 107.094 1.159 2.084 17.311 22.825 47.784 156.962
52.945 31.537 14.405 98.887 1.077 1.890 16.522 28.819 53.583 154.360
b)
a) b)
Restatement of comparative balance sheet items relates to the following: a) The adjustment of BAM 380 thousand represents the results of income tax inspection from March 2009. The results of this inspection was that the Company is liable to pay additional amounts to tax authorities related to 2004 to 2007 year. Management believes a position for this liability should have been made in the financial statements from 2004 to 2007 and accordingly have treated this as a prior period error. b) The Company has restated borrowings from non-current to current of BAM 5,605 thousand as at 31 December 2008 (1 January 2008: BAM 8,097 thousand) due to breaches in loan covenant (see Note 36), which would require early repayment of the long term loan. The Companys management does not believe that the breach in covenants will however cause for a pre-payment.
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6 GEOGRAPHICAL SEGMENTS The Company has four reportable geographical segments in which it sells its products, but manufacturing facilities are located in Bosnia and Herzegovina. In presenting information on the basis of geographical segments, segment revenue is based on the geographical location of customers. Segment assets are based on the geographical location of the assets.
(All amounts are expressed in thousands of BAM)
Bosnia and Herzegovina Ex Yugoslavia and Albania East Europe and Russia Middle East and Africa 2009 2008 2009 2008 2009 2008 2009 2008 Revenue 69.775 11.237 25.996 19.148 6.968 69.858 12.246 1.451 Cost of sales (4.516) (6.798) (6.194) (4.419) (27.244) (27.334) (4.519) (330) Gross profit 42.441 6.721 19.198 12.954 2.549 42.614 7.727 1.121 Other operating income 1.132 208 Administration and distribution expenses (24.733) (23.375) (3.551) (11.478) (7.859) (2.203) (3.700) (1.293) Depreciation (130) (345) (281) (3) (8.888) (10.457) (121) (12) Profit from segments 8.817 3.040 7.375 4.814 343 10.125 3.906 (184) Unallocated expenses Research and development expenses Other expenses Net finance costs Total unallocated expenses Profit before tax Reportable segment assets 145.146 137.506 16.119 7.774 11.531 11.319 668 363 Reportable segment liabilities 49.868 59.572 -
Total 2009 2008 109.551 107.128 (38.891) (42.463) 70.660 64.665 1.132 208 (41.204) (36.988) (9.366) (10.871) 21.222 17.014 (3.482) (3.272) (5.796) (4.099) (2.955) (1.436) (12.233) (8.807) 8.989 8.207 173.464 156.962 59.572 49.868
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7 REVENUE
(All amounts are expressed in thousands of BAM)
11 EXPENSES BY NATURE
2009 69.747 38.805 999 109.551 2008 69.652 37.353 123 107.128
The following items are allocated to the appropriate headings of expenses by function in the income statement:
(All amounts are expressed in thousands of BAM)
Gain on disposal of property, plant and equipment Credit notes received Release of provision for court cases Other income
9 OTHER EXPENSES
Change of inventories of finished goods and work in progress Raw materials and consumables Energy Depreciation and amortization Personnel costs Retirement and other fees to employees Consultancy fees contracts Supervisory board members fees Transport services Maintenance Rent expenses Advertisement Insurance Bank charges Entertainment Travel costs Memberships Phone costs Other expenses
Inventories written off Impairment of property, plant and equipment Net receivable impairment Donations, sponsorships and scholarships Accrued withholding tax expenses Other
2009 (988) 29.041 2.624 9.366 20.345 130 7.769 110 1.752 2.320 422 8.241 588 506 5.522 1.414 136 683 2.962 92.943
2008 (1.517) 34.249 2.264 10.871 17.967 601 5.385 118 1.485 2.664 369 6.763 556 597 5.407 1.960 120 920 2.815 93.594
Total personnel costs allocated to cost of sales for the year is BAM 6,703 thousand (2008: BAM 6,415 thousand). 12 NET FINANCIAL EXPENSE
(All amounts are expressed in thousands of BAM)
10 PERSONNEL COSTS
Wages, salaries and other staff costs Share based payments (Note 26) Increase/(decrease) in retirement benefits
Interest income Net decrease in derivative liability Adjustment of long term deposit to fair value Gross foreign exchange gains Financial income Interest expense Net increase in derivative liability Gross foreign exchange losses Financial expenses Net financial expense
The number of employees in the Company at year end was 621 13 INCOME TAX EXPENSE (2008: 623). Personnel costs include BAM 2,907 thousand (2008: The following is a reconciliation of income tax expense to effective BAM 2,814 thousand) of defined contribution pension contributax rates: (All amounts are expressed in thousands of BAM) tions paid into obligatory state pension funds.
Profit before tax Profit tax at 10% Non-deductible expenses Tax incentive for export Income tax expense Average effective income tax rate
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15 INTANGIBLE ASSETS
(All amounts are expressed in thousands of BAM)
Land and buildings Cost At 1 January 2008 Additions Disposals and write offs Transfers At 31 December 2008 At 1 January 2009 Additions Disposals and write offs Transfers At 31 December 2009 Accumulated depreciation and impairments At 1 January 2008 Charge for the year Disposals and write offs At 31 December 2008 At 1 January 2009 Charge for the year Disposals and write offs At 31 December 2009 Carrying amount At 1 January 2008 At 31 December 2008 At 1 January 2009 At 31 December 2009 92.061 198 92.259 92.259 (2.150) 600 90.709
Plant and equipment 55.300 (790) 3.048 57.558 57.558 (1.032) 3.005 59.531
Assets under construction 1.873 3.639 (3.246) 2.266 2.266 11.079 (3.605) 9.740
Total 149.234 3.639 (790) 152.083 152.083 11.079 (3.182) 159.980 Cost At 1 January 2008 Additions Disposals and write offs Transfers At 31 December 2008 At 1 January 2009 Additions Disposals, write offs and adjustments Transfers At 31 December 2009 Accumulated amortisation and impairments At 1 January 2008 Charge for year Disposals and write offs At 31 December 2008 At 1 January 2009 Charge for year Disposals and write offs At 31 December 2009 Carrying amount At 1 January 2008 At 31 December 2008 At 1 January 2009 At 31 December 2009
Assets under development 260 801 (792) 269 269 739 (143) (741) 124
31.439 3.745 35.184 35.184 3.642 (782) 38.044 60.622 57.075 57.075 52.665
30.211 4.801 (782) 34.230 34.230 4.206 (977) 37.459 25.089 23.328 23.328 22.072
61.650 8.546 (782) 69.414 69.414 7.848 (1.759) 75.503 87.584 82.669 82.669 84.447
3.328 1.549 4.877 4.877 1.028 5.905 2.354 1.348 1.348 796
2.230 776 3.006 3.006 489 (52) 3.443 1.157 630 630 388
5.558 2.325 7.883 7.883 1.517 (52) 9.348 3.771 2.247 2.247 1.308
Assets under construction relate to site preparation (BAM 1,089 thousand), reconstruction of Solid oral forms of drugs production facility (BAM 1,623 thousand), office premises (BAM 889 thousand), line for packaging (BAM 4,335 thousand) and other of BAM 1,804 thousand. Total depreciation and amortisation expense allocated to cost of sales is BAM 3,525 thousand (2008: BAM 3,477 thousand). Security The Company has pledged plant and equipment with a carrying value of BAM 45,449 thousand (2008; BAM 32,960 thousand) to secure loans granted by IFC Washington, UniCredit banka d.d Mostar, Intesa San Paolo banka d.d. Sarajevo, Bor banka d.d. Sarajevo and BBI Bank. (see Note 28).
Licences include the cost of developing and licensing new generic medicines, some of which are currently being sold and for the remainder future economic benefit considered are probable. The Company intends to and has sufficient resources to complete development and to sell these generic medicines. Intangible assets under construction relates to software not brought in use as at 31 December 2009.
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16 INVESTMENTS
(All amounts are expressed in thousands of BAM)
2009 2 10 12
2008 2 2
2009 Non current loans and receivables Loans to employees Deposit with Intesa San Paolo Bank Other deposits and receivables Current loans and deposits Loan receivables from Brstanica d.o.o. Loan receivables from Medifarm d.o.o. Other deposits and receivables 14 422 126 562 600 99 13 712
Trade receivables gross Trade receivables impairment Trade receivables net Prepayments for property, plant and equipment Receivables from employees Prepayments to suppliers VAT prepayment Other receivables and prepayments
19 INVENTORIES
(All amounts are expressed in thousands of BAM)
The deposit with Intesa San Paolo Bank d.d Sarajevo, with a fair value of BAM 422 thousand (2008. BAM 637 thousand) is held as secu- 20 CASH AND CASH EQUIVALENTS rity for loans given by that Bank to the Companys employees, ma(All amounts are expressed in thousands of BAM) turing in 2018 with an interest rate of 0.5% per annum. The nominal value of the deposit is BAM 599 thousand (2008; BAM 899 thouCash with banks in BAM sand). Due to the low interest rate, the Company has recognised a Foreign currency accounts fair value of the deposit using a discount rate of 3.98% (2008: 3.5%) Cash on hand and has recognised adjustment of BAM 130 thousand as financial income through profit and loss in the current period.
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21 SHARE CAPITAL
2009 Number of shares Common shares with nominal value of BAM 10 Less: IFC puttable shares classified as liabilities (Note 31) Less: treasury shares (Note 22) 7.829.987 (655.729) (6.828) 7.167.430 KM000 78.299 (6.557) (182) 71.560 2008 Number of shares 7.829.987 (655.729) 7.174.258 Restated KM000 78.299 (6.557) 71.742
26 SHARE BASED PAYMENTS On 28 June 2008 the Company granted 233,731 shares to its employees solely from retained earnings based on the Decision of the General Assembly. Employees granted shares have the immediate right to receive dividends and vote at General Meetings of the Company. The fair value of the shares at the grant date was BAM 6,249 thousand representing 233,731 shares at BAM 26.74 fair value per share. The Company has an obligation to repurchase these shares from its employees provided the following conditions are satisfied: they must remain in the employment of the Company for six years from the grant date, and they must be employed by the company at their retirement date. Provided the employees meet these conditions then they can sell the shares, at the average market price for the last six months, only to the Company at, or following, retirement. Employees who retire before the six year period have right to sell their shares, at market value, only to the Company. Employees whose employment is cancelled due to reorganization and restructuring before the six year period expire must sell their shares to the Company only, before the end of the vesting period. Employees whose employment is cancelled due to their failure to fulfil their responsibilities lose their rights and shares are returned at no consideration under the scheme. As at 31 December 2009 the Company has recognised an expense of BAM 337 thousand (2008: BAM 185 thousand) as personnel costs with a corresponding increase in liabilities in relation to the share based payments scheme. This represents that portion of the fair value of the shares that accrue to the participants of the scheme at 31 December 2009. The Company estimates that 56% of the employees participating in the scheme will meet all of the conditions. 27 PROVISIONS
(All amounts are expressed in thousands of BAM)
22 TREASURY SHARES Treasury shares relate to shares that have been transferred to the Company from employees, as employees have lost right on these shares net of shares that have been reissued to employees. 23 RESERVES During the year the Company transferred BAM 4,930 thousand to statutory reserves. In accordance with the Law on Enterprises the Company is obliged to have under the statutory reserves an amount which represents 25% of share capital. 24 DIVIDENDS The General Assembly at a meeting held on 20 June 2009 approved dividends of BAM 2,191 thousand from the net profit from 2008 which represented BAM 0.28 per share. The amount unpaid at 31 December 2009 is BAM 593 thousand. 25 EMPLOYEE BENEFITS
(All amounts are expressed in thousands of BAM)
2009 Non current employee benefits Retirement awards Cash-settled share-based payment liability Current employee benefits Cash-settled share-based payment liability 516 437 953 69 69
As at 1 January 2009 Provision made during the period Provision released during the period As at 31 December 2009
2009 -
2008 85
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2009 Non current liabilities Loan received from BOR Banka d.d Sarajevo Loan received from UniCredit Bank Current liabilities Loan received from International Finance Corporation (IFC)* Loan received from BOR Banka d.d Sarajevo Loan received from UniCredit Bank Other loans Total loans and borrowings 2.995 1.389 4.384 5.606 483 611 13.880 20.580 24.964
2008 1.159 1.159 8.096 77 14.652 22.825 23.984 Trade payables foreign Trade payables domestic Trade payables Salaries payable Accrued expenses VAT payables Dividends payable Advance payments received Other liabilities
2009 8.325 3.311 11.636 3.742 7.396 593 539 342 24.248
31 DERIVATIVE FINANCIAL INSTRUMENTS * Due to the breach of IFC loan covenants, IFC loan is classified as current liability (see Note 36). The interest rates and terms of repayment for the Company at 31 December 2009 are as follows:
(All amounts are expressed in thousands of BAM)
Beginning balance Net increase in fair value of derivative liability Ending balance
Krediti i pozajmice Osigurani Instrumenti sa varijabilnom kamatnom stopom IFC EUR 7.5 miliona. Euribor +3,514% UniCredit Bank, EUR 1.023 hiljade, 6 mjeseci Euribor +6% Instrumenti sa fiksnom kamatnom stopom BOR Banka, USD 890 hiljada. 7% BOR Banka, USD 1.722 hiljade. 7% UniCredit Bank, 6,8% Intesa San Paolo banka d.d.. 5,8% Intesa San Paolo banka d.d.. 5,8% Intesa San Paolo banka d.d.. 5,8% Intesa San Paolo banka d.d.. 5,8% Bosna Bank International d.d., 6,8% Krediti i pozajmice
Total 2009
1 godina 1-2 2-3 3-4 Vie od 4 ili manje godine godine godine godine
IFC has an option to sell all or part of 655,729 shares held in Bosnalijek to Bosnalijek at any time during the exercise period, based on the exercise price agreed in the contract. The exercise period is up until 2012 and the exercise price is based on the percentage of shareholding multiplied by the net sales of the previous financial year. 32 OPERATING LEASES Leases as lessee Operating lease rentals are payable as follows:
(All amounts are expressed in thousands of BAM)
5,606 2,000
5.606 611
667
667
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The Company leases a number of premises for representative offices in Russia, Ukraine, Albania and Moldavia. In addition, leases also include premises in Banja Luka and premise at University in Sarajevo. All leasing contracts are for one year.
The loans are secured by pledged property plant and equipment (see Note 14).
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33 FINANCIAL RISK MANAGEMENT Financial risk management The Company has exposure to the following risks from its use of financial instruments: Credit risk Liquidity risk Market risk This note presents information about the Companys exposures to each of the above risk, the Companys objectives, policies and processes for measuring and managing risk, and the Companys management of capital. Further quantitative disclosures are included through these financial statements. (i) Credit risk Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Companys receivables from customers. (ii) Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company believes it has no significant exposure to liquidity risk. (iii) Market risk Market risk is the risk that changes in market prices, such as foreign exchange rate, interest rates and equity prices will affect the Companys income or value of its holdings of financial instruments. The Company believes it has no significant exposure to market risk. Capital management The Boards policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Board of Directors monitors the return on capital, which the Company defines as result from operating activities divided by total shareholders equity, excluding non-redeemable preference shares and non-controlling interests. The Board of Directors also monitors the level of dividends to ordinary shareholders. The Companys debt to capital ratio at the end of the reporting period was as follows:
(All amounts are expressed in thousands of BAM)
Total liabilities Less: cash and cash equivalents Net debt Total equity Debt to capital ratio at 31 December
There were no changes in the Companys approach to capital management during the year. Exposure to credit, interest and currency risk arises in the normal course of the Companys business.
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Credit risk Exposure to credit risk The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was:
(All amounts are expressed in thousands of BAM)
The movement in the allowance for impairment in respect of receivables during the year was as follows:
(All amounts are expressed in thousands of BAM)
Note 17,18 20
Liquidity risk The following are the contractual maturities of financial liabilities:
(All amounts are expressed in thousands of BAM)
The maximum exposure to credit risk for trade receivables at the reporting date by geographic region was:
(All amounts are expressed in thousands of BAM)
Domestic Foreign
The maximum exposure to credit risk for trade receivables at the reporting date by type of customer was:
(All amounts are expressed in thousands of BAM)
31 December 2009 Non-derivative financial liabilities Trade and other payables Interest bearing loans and borrowings Guarantees given
1-2 Years
2-5 Years
12.695 284
711 439
Wholesale customer
2009 56.579
2008 40.658
Impairment losses The ageing of trade receivables at the reporting date was:
(All amounts are expressed in thousands of BAM)
Non past due Past due 0 to 90 days Past due over 90 days
31. decembar 2008. Non-derivative financial liabilities Trade and other payables Interest bearing loans and borrowings Guarantees given
1-2 Years
2-5 Years
15.704 103
3.090 95
4.006 285
474 533
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Currency risk Exposure to currency risk The Company incurs foreign currency risk on sales, purchases and short term loans receivable that are denominated in a currency other than convertible mark. The currencies giving rise to this risk is primarily Euro. These exposures are not currently hedged. The Companys exposure to foreign currency risk was as follows based in functional currency:
(All amounts are expressed in thousands of BAM)
Interest rate risk At the reporting date the interest rate profile of the Companys interest-bearing financial instruments was:
(All amounts are expressed in thousands of BAM)
2009 Fixed rate instruments Financial assets Financial liabilities Variable rate instruments Financial assets Financial liabilities 1.274 (17.358) (16.084) (7.606) (7.606)
BAM Short term loans receivable Trade receivables Trade payables Interest bearing loans and borrowings Gross balance sheet exposure
BAM
EUR
- 1.608 1.274 - 24.233 17.995 32.010 26.397 331 (3.311) (8.069) (224) (32) (1.939) (7.715) (13.880) (7.606) (3.478)
Fair values The fair value of financial assets and liabilities correspond to their carrying values. 34 EARNINGS PER SHARE Basic and diluted earnings per share
EUR USD
35 RELATED PARTY TRANSACTIONS Directors and executives remunerations The remuneration of management and Supervisory Board members during the year was as follows:
(All amounts are expressed in thousands of BAM)
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36 CONTINGENT LIABILITIES Bank guarantees Contingent liabilities for bank guarantees issued to BOR Banka d.d amount to BAM 1,100 thousand (2008: BAM 800 thousand), Intesa Sanpaolo d.d. amount to BAM 450 thousand (2008: nil) and Triglav BH Osiguranje d.d. amount to BAM 300 thousand (2008: nil) and relate to obligations of third parties to these banks, Bosna Bank International d.d. amount to BAM 245 thousand to Indirect Tax Authorities, BAM 31 thousand to Department of Health Insurance and BAM 470 thousand to Cantonal Agency for Privatization, UniCredit Bank amount to BAM 295 thousand to SFC Umwelttechnik GmbH Salzburg. Tax inspection In March 2009, the Company was subject to tax inspection. The results of this inspection was that the Company is liable to pay additional amounts to tax authorities. The Company does not believe that an amount totalling BAM 925 thousand, claimed as a result of the tax inspection, related to years from 2004 to 2008 is valid and has appealed against this claim to Federal Ministry of Finance. Federal Ministry of Finance has issued a resolution which abolishes the decision made by tax authorities and the case was returned back to tax authorities for reconsideration. Noncompliance with covenants included in Project Loan Agreement with IFC According to the Loan Agreement between the Company and IFC dated 9 June 2005 (the Third Loan Agreement), the Company is obliged to maintain procedures, records and accounts adequate to reflect the operations in accordance with internationally accepted accounting standards and certain financial conditions. The Company failed to comply with the terms, covenants, provisions, or conditions of Article VI, section 6.02 Negative Covenants of the Loan Agreement between the Company and IFC dated 9 June 2005 (the Third Loan Agreement) as they relate to financial and accounting matters. The Company did not comply with the following covenants: Derivatives transactions 6.02 (e); Guarantee or assume the Liabilities of others provision of section 6.02 (f ); Mortgages provision of section 6.02 (g); Branches or subsidiaries provision of section 6.02 (j); Due to the above breaches the total loan was classified as current, as early repayment of the long term loans could be demanded. 37 COMMITMENTS At 31 December 2009 the Company has capital commitments of BAM 10 million (2008: BAM 10 million). The Company has signed agreement with KJP ZOI84 OCS d.o.o. regarding development of the tourism complex on the Bjelanica mountain. The deadline for the finalisation of the development is two years, starting from the date when the Company obtains all blinding permits. The Company is still waiting on approval from Water and Sanitary Inspection. The Company has given BAM 470 thousand to Cantonal Agency for Privatization as a guarantee for the execution of investment commitments.
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38 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS Estimates and judgements are continually evaluated and are based on expectations of future events that are believed to be reasonable under the circumstances. Certain accounting estimates in applying Companys and Companys accounting policies are described below: Provisions Provisions have been estimated on each balance sheet date taking into account probability of future sacrifice of economic benefits and taking into account the risk and uncertainties surrounding the obligation. Impairment of receivables Fair value of share based employee benefits As at 31 December 2009 the Company has made provision for share based employee benefits option, see Note 26. The management is of the opinion that provision for share based employee benefits is adequate based on the available information. Revenue recognition As at 31 December 2009 the Company has made provision for financial and other rebates. These provisions are based on the analysis of the contractual obligations, historical trends and management experience. The management is of the opinion that provision for financial and other rebates is adequate based on the available information.
Trade receivables are estimated on each balance sheet date and are impaired according to the estimate of the probability to collect 39 OWNERSHIP STRUCTURE the amount stated. Each customer is valuated separately based on The ownership structure of the Company is as follows: the ageing of the amount due, security of payment and estimated probability to collect the outstanding amount. Income tax Tax calculations are performed based on the Companys interpretation of current tax laws and regulations. These calculations which support the tax return may be subjected to review and approval by the local tax authority. Fair value of derivative instruments As at 31 December 2009 the Company has made provision for IFC PUT option, see Note 31. The management is of the opinion that provision for derivative financial instruments is adequate based on the available information.
Federation of Bosnia and Herzegovina World Bank, Washington D.C (IFC) General Peoples Committee of Finance Libya Employees Other shareholders
31 December 2009 31 December 2008 Number of Number of shares 000 Ownership shares 000 Ownership 19,26 1.508 19,26 1.508 8,38 656 656 8,38 687 8,77 687 8,77 8,24 645 8,24 645 55,35 4.334 4.334 55,35 7.830 100,00% 7.830 100,00%
The above ownership structure includes shareholding of IFC (See Note 21) and shares issued to employees as part of a share-based payment arrangement in 2008 (See Note 26).
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WHO IS WHO
IN BOSNALIJEK
www.bosnalijek.ba
Republic of Croatia
Bosnalijek d.o.o. Gruka 18, 10 000 Zagreb, Croatia Tel: + 385 1 615 71 22 Fax: + 385 1 615 72 37 e-mail: bosnalijek@globalnet.hr Contact person: Marina Terzi, director
Republic of Macedonia
Bosfarm DOOEL Skopje Bulevar Partizanski odredi br. 101, 1000 Skopje, Macedonia Tel: + 389 2 30 90 230 + 389 2 30 90 240 Fax: + 389 2 30 90 255 e-mail: marija.dimitrovska@bosnalijek.com.mk Contact person: Marija Dimitrovska, director
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Yashfeen Medical Company Almenshya Sreeet Ben Ashour street Tripoli Lybia Tel: + 218 21 725 8732 Fax: + 218 21 483 1614 e-mail: info@yashfeen.com.ly Contact person: Abdulkhalek Mhanni
Agent in Qatar
Agent Qatar Pharmacy Establishment P.O.Box 390, Doha, Qatar Tel: + 974 432 0887 Fax: + 974 432 0933 Mob: + 974 542 3074 e-mail: samer_otaibi@yahoo.com Contact person: Samer Al-Otaibi
Agent in Yemen
Agent Al-Saadah Corporation Ali.A Mugni St. Beside Tag Sheba Hotel Saana P.O.Box 5102, Saana, Yemen Tel: + 9671 272214 + 9671 297955 Fax: + 9671 283678 e-mail: dhaifv2@yahoo.com Contact person: Ahmad Saeed Mohammed Hasan
Agent in Sudan
Medcare for Medical & Chemical Imports Co LTD P.O.Box :10778 , Shohada Ashora Street Elsagana, Building No.(39), Block No.3/B, Khartoum Republic Of Sudan Tel: + 249 183 480512 Fax: + 249 183 480511 e-mail: tarig.khairy@medcare-sd.com Contact person: Tarig Moh.Osman Khairy
PRODUCT
PORTFOLIO
PRESCRIPTION DRUGS
ADRENALIN adrenalin AMINOL atenolol AMLODIL amlodipine AMOXIBOS amoxicillin AMPIBOS ampicillin ANGINAL isosorbide mononitrate APNEX aminophylline ARGEDIN silver sulfadiazine ATROPIN atropine AZOMEX azithromycin BETHAGEN bethamethasone, gentamicin BETHANAT bethamethasone BETHASAL bethamethasone, salicylic acid BOLDOL tramadol BOSALGIN metamizole sodium BOSAURIN diazepam BOSNYL sulpiride BOSOPTIN verapamil CEPHABOS cephalexin CEZOLIN cefazolin CINARIZIN cinnarizine CIPROL ciprofloxacin CLODIL clopidogrel DIABOS glibenclamide DIFEN diclofenac sodium DIFEN diclofenac potassium DILATREND carvedilol DOXAT doxazosin DUOCLAR clarithromycin ENTEROFURYL nifuroxazide ESBESUL sulphamethoxasole, trimethoprim FAVISTAN thiamazole FENIX pantoprazole FLEXOFEN FLUSETIN fluoxetine FORDEX metformin FUNZOL fluconazole GENTAMICIN gentamicin HEPALIP FORTE essential phospholipids, vitamins KETOBOS ketoprofen LANIBOS digoxin LIDOKAIN lidocaine LIDOKAIN 2% ADRENALIN lidocaine, adrenaline LODIX furosemide LOPRIL lisinopril LOPRILH/ LOPRILH plus lisinopril, hydrochlorothiazide LOSTOP loratadine METROZOL metronidazole MONOCLAR clarithromycin NAF sodium fluoride NELOREN lincomycin NITROGLICEROL glyceryl trinitrate NIZON prednisone NOMIGREN ergotamine tartarate, mecloxamine citrate, camilofine, caffeine, propyphenasone NORACIN norfloxacin ONTRIL salbutamol PYLOMID metoclopramide RANIBOS ranitidine ROXAM piroxicam TENLOP losartan TENLOP H losartan, hydrochlorothiazide TOREM torasemide TOZAR atorvastatin TRAZEM nitrazepam TRIAX ceftriaxone ULCOSAN omeprazole XICLAV/ XICLAV 2X amoxicillin, clavulanic acid
70 Product Portfolio 09
OTC DRUGS
BOSPYRIN acetylsalicylic acid BOSTROMBIN heparin sodium, alantoine, dexpanthenol BRONCHOBOS carbocisteine COFADON propyphenasone, paracetamol, caffeine, codeine CVit ascorbic acid DIFEN diclofenac diethylamine KAMFART benzyl nicotinate, methyl salicylate, menthol, camphor KOFAN instant propyphenasone, paracetamol, caffeine LIDOPROCT lidocaine, hydrocortisone, Al-subacetate, Zn-oxide LYSOBACT lysozyme, pyridoxine MAGALOX Al-hydroxide, Mg-oxide Al-hydroxide, Mg-hydroxide PARACETAMOL paracetamol PILFUD minoxidil POLIBEVIT B complex vitamins RANIBOS ranitidine REUKAP/REUKAP P ephedrine RHINOSTOP paracetamol, pseudoephedrine hydrocloride, chlorphenamine maleate RODAVAN N dimenhydrinate STOMATIDIN hexetidine VENOSAN escin, essential phospholipids, heparin VITAMINE A&E vitamins A palmitat, tocopherol
Nutritional supplements
ROYAL JELLY royal jelly
Disinfectants
HIBIBOS G chlorhexidine gluconate HIBIBOS T chlorhexidine gluconate IZOSEPT P povidone-iodine IZOSEPT D povidone-iodine
Other products
ASEPTAN alcoholic solution ALKOSOL alcoholic solution BAKTICID alcoholic solution BENZAL 5 benzalkonium solution 5% chloride
Medical devices
GOLDERM sucralfat
Product Portfolio 09 71
www.bosnalijek.ba
+serving Health
+serving Health
BOSNALIJEK - Pharmaceutical and chemical industry, joint stock company Jukieva 53, Sarajevo, Bosnia and Herzegovina tel: + 387 33 25 44 00, fax: + 387 33 66 49 71
www.bosnalijek.ba, info@bosnalijek.ba
www.bosnalijek.ba