Read the Registration Document - Guerbet

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2) Financial highlightsa) RevenueIn thousands of euros – IFRS 2012 2011Consolidated net sales 403,495 377,834Sales by regionEurope 71.4% 70.2%Other markets 28.6% 29.8%Sales by type of productX-ray 50.4% 51.1%MRI 40.2% 39.0%Other 9.4% 9.9%b) Balance sheet and income statement highlightsIn thousands of euros – IFRS 2012 2011EBITDA 1 54,908 42,670Current operating income 31,731 22,551Net income 20,399 14,427Net earnings per share 6.69 4.73Dividend per share 2.00 2 1.80Cash flow 45,289 34,200Shareholders' equity 226,209 214,798Net debt 3 99,009 100,039Capital expenditures 33,195 40,008Research and development expenditures 39,252 42,431Employees 4 1,374 1,3461 Details for the calculation of EBITDA is presented on page 47 of this document2 Dividend submitted to the vote of the General Meeting of 24 May 2013.3 Details for the calculation of net debt are presented on page 48 of this document.4 Average number of employees for the year.7
3) Business overview3.1 Guerbet is a pharmaceutical group specialised in contrast agents formedical imagingGuerbet is a pharmaceutical group specialised in contrast agents, their injection systems and medicaldevices for diagnostic and interventional medical imaging. These products are administered to humans fordiagnostic or therapeutic purposes to evaluate the origin and impact of an illness or for medical proceduresguided by imaging technologies. They contribute to selecting the most appropriate therapeutic and/orsurgical option according to the profile of the patients and inherent risks in relation to the pathology's shortand long-term evolution.a) Contrast agentsContrast agents have different forms of action according to the imaging techniques used. They act asenhancers of x-ray or magnetic imaging signals emitted from large-scale medical equipment (CTcomputerised tomography scanners, magnetic resonance imaging (MRI) or as radioactive tracers fornuclear medicine examinations pour through gas-filled micro-bubbles in echography.The medical interest of a contrast agent is therefore to increase the contrast, making it possible to visualisean atomic or pathological structure, under normal conditions with limited or no contrast at all, and in this waydistinguish it from surrounding tissues.The diagnostic performance that radiologists and clinicians seek is accordingly directly related to therelevance of the information obtained from the contrast agent's imaging enhancement properties. This isachieved by the quality of static or dynamic images detailing anatomical data of organs, the structure ofarterial and venous networks and the parameters of the infusion rate.With the development of interventional radiology, contrast media may also be used to guide a medicalprocedure during a therapeutic intervention.Contrast products are subject to the same pharmaceutical regulatory requirements as substanceswith therapeutic applications. As such, their development and finalisation are subject to the samerequirements as drugs. They are required in the same way to obtain a marketing authorisation(Autorisations de Mise sur le Marché or AMM). The level of upstream investments required before they canbe put on the market is in consequence very high. These investments cover work on research andvalidation of the concept as well as clinical trials to demonstrate the effectiveness of the signalenhancement and tolerance of the contrast agent.Diagnostic performance is a key driver of the therapeutic and surgical decision-making process forclinicians.It has a direct impact on the quality life of the patient. It also contributes to addressing economic objectivesfor optimising public healthcare costs through earlier diagnosis and a more efficient decision-makingprocess for selecting therapeutic options adapted to the patient's profile.b) Injection systemsControl over injection speed and volume for contrast media determines the collection of key data fordiagnostics in order to adapt the data acquisition time required for different scanners. These injectionprotocols require automation capabilities based on a programmable injector triggered on a remote basis ornear the patient and are determined by the needs for exploring the pathology. This device is attached to thepatient by equipment in the form of consumables specifically adapted to requirements for safe use and tosterility. These devices contribute to the effectiveness of procedures while at the same time ensuring patientsafety.Guerbet develops, markets and provides maintenance services for medical equipment and devicesdestined for diagnostic and interventional imaging.8
Page 3 and 4: CONTENTSCHIEF EXECUTIVE OFFICERS’
Page 5 and 6: CHIEF EXECUTIVE OFFICERS’ MESSAGE
Page 7: THE GUERBET GROUP1) History of the
Page 11 and 12: 3.4 The pathologiesIn Oncology, the
Page 13: Guerbet's offering of products is c
Page 16 and 17: c) Research & development• R&D ob
Page 18 and 19: • A proactive partnering strategy
Page 20 and 21: 5) Group organisation at 31 Decembe
Page 22 and 23: e) DistributionGuerbet distribute i
Page 24 and 25: DirectorsOther offices and director
Page 26 and 27: There exist no arrangements or unde
Page 28 and 29: Summary of compensation for Marie-C
Page 30 and 31: • Stock options granted to non-of
Page 32 and 33: I - 1Organisation of the work of th
Page 34 and 35: "Research and Innovation" Committee
Page 36 and 37: II - Internal control and risk mana
Page 38 and 39: 4) Statutory Auditors’ report pre
Page 40 and 41: SHAREHOLDER INFORMATION1) The Guerb
Page 42 and 43: As at 31 December 2010SHARESVOTING
Page 44 and 45: considered to have automatically re
Page 46 and 47: 10) Provisions of the Articles of A
Page 48 and 49: c) Earnings highlightsIFRS(in thous
Page 50 and 51: g) OutlookStrongly focused on the n
Page 52 and 53: 3) Risk factorsThe company conducte
Page 54 and 55: • Sourcing risksGuerbet has an ex
Page 56 and 57: • Information technology risksAn
Page 58 and 59:
• Five-year summary of consolidat
Page 60 and 61:
• Other information included in t
Page 62 and 63:
• Recruitment and dismissalsGuerb
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and employee savings. The goal is s
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• Measures adopted to promote emp
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) Pollution and waste managementThe
Page 70 and 71:
3) Societal informationa) Territori
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• Consolidated income statementIn
Page 74 and 75:
In thousands of euros• Statement
Page 76 and 77:
Changes in standards and interpreta
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g) Research and development expendi
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Held to maturity investmentsHeld-to
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creation are recorded under "Other
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III) Notes to the financial stateme
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Aged trial balance information for
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2.2 - Borrowings by currencyCurrenc
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3.3 - Analysis of the sensitivity o
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Revenue2012European companiesfor th
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In 2005, the Group acquired for ¥5
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6.2 - Analysis of property, plant a
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The change in the net value of inve
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12.2 - Accrued employee benefitsa)
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Change in net liabilities of the pe
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14.4 - Personnel by region at year-
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Note 22 - Research and development
Page 108 and 109:
Note 25 - Related parties25.1 - Rel
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Note 27 - Basic earnings per share
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2) Auditors’ report on the consol
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3) Parent company financial stateme
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• Income statementIn thousands of
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• Statement of cash flowsIn milli
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c) Property, plant and equipmentPro
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Note 1 - Intangible assets1 - 1 - C
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Note 6 - Receivables by maturityCos
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Note 9 - Regulated provisionsInvest
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Note 13 - Sales by region2012 2011F
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Tax income or expense recorded in t
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Debt waiver agreements granted to a
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Capital lease commitments relative
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4) Auditors' report on the separate
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5) Auditors' special report on rela
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ORDINARY AND EXTRAORDINARY GENERAL
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RESOLUTION THREE (Special report of
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Extraordinary resolutionsRESOLUTION
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3) Report of the Board of Directors
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Application of legal provisions gov
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• Tenth draft resolution: stock s
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2) The Statutory Auditorsa) Statuto
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6) Articles of association (selecte
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7) 2013 shareholders calendarEventD
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) Annual financial reportInformatio
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