Quarterly Report • Jul 28, 2011
Quarterly Report
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Fornix BioSciences N.V.
| 2011 | 2010 | 2010 | 2010 | ||
|---|---|---|---|---|---|
| 1-1 to 30-6 | 1-1 to 30-6 Continued |
1-1 to 30-6 Discontinued |
1-1 to 30-6 | ||
| Total | business activities |
business activities |
Total | ||
| Income | - | - | 17,617 | 17,617 | |
| Cost of sales | - | - | 3,169 | 3,169 | |
| Gross result | - | - | 14,448 | 14,448 | |
| Other Income | 778 | - | - | - | |
| Distribution costs | - | 14 | 643 | 657 | |
| Personnel costs | 130 | 1,315 | 2,812 | 4,127 | |
| Travel expenses | 15 | 99 | 571 | 670 | |
| Depreciation and amortisation | 48 | 62 | 141 | 203 | |
| Accommodation costs | 35 | 50 | 103 | 153 | |
| Research and development costs | - | 1 | 724 | 725 | |
| Quality control costs | - | - | 100 | 100 | |
| Production and warehouse costs | - | - | 81 | 81 | |
| General overheads | 610 | (963) | 2,162 | 1,199 | |
| Charged on to production and | |||||
| trading inventories | - | - | (618) | (618) | |
| Sum of the costs | 838 | 578 | 6,719 | 7,297 | |
| Result from operating activities | (60) | (578) | 7,729 | 7,151 | |
| Net financing income/expenses | 227 | 371 | (35) | 336 | |
| Profit before taxation | 167 | (207) | 7,694 | 7,487 | |
| Tax on profits | (39) | (49) | 1,821 | 1,772 | |
| Profit for the financial period | 206 | (158) | 5,873 | 5,715 | |
| Attributable to: | |||||
| Shareholders of the parent company | 206 | (158) | 5,873 | 5,715 | |
| Minority interest | - | - | - | - | |
| Profit for the financial period | 206 | (158) | 5,873 | 5,715 | |
| Ordinary earnings per share (x €) | 0.03 | (0.02) | 0.76 | 0.74 | |
| Diluted earnings per share (x €) | 0.03 | (0.02) | 0.76 | 0.74 |
| 2011 01-01 to 30-06 |
2010 01-01 to 30-06 |
|
|---|---|---|
| Profit for the financial period | 206 | 5,715 |
| Other comprehensive income | - | - |
| Other comprehensive income for the financial period, net of income tax | - | - |
| Total comprehensive income for the financial period | 206 | 5,715 |
| Attributable to: | ||
| Shareholders of the parent company | 206 | 5,715 |
| Minority interest | - | - |
| Total comprehensive income for the financial period | 206 | 5,715 |
(before allocation of the result)
| 30-06-2011 | 31-12-2010 | 30-6-2010 | |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Intangible assets | 11 | 5,880 | 13,250 |
| Property, plant and equipment | 458 | 504 | 1,855 |
| Deferred tax assets | - | 1 | 24 |
| Total Non-current assets | 469 | 6,385 | 15,129 |
| Current assets | |||
| Inventories | - | - | 1,354 |
| Trade and other receivables | 588 | 1,234 | 2,113 |
| Cash and cash equivalents | 12,679 | 10,712 | 16,815 |
| Assets held for sale | - | 3,855 | 7,191 |
| Total Current assets | 13,267 | 15,801 | 27,473 |
| Total Assets | 13,736 | 22,186 | 42,602 |
| EQUITY AND LIABILITIES | |||
| Shareholders' equity | |||
| Paid-up and called-up share capital | 1,208 | 1,208 | 1,208 |
| Share premium | 4,362 | 4,362 | 32,373 |
| Other reserves | 6,199 | - | (2,496) |
| Profit for the financial period | 206 | 13,621 | 5,715 |
| Total Shareholders' equity attributable to shareholders | 11,975 | 19,191 | 36,800 |
| of the parent Company | |||
| Minority interest | 1 | 1 | 1 |
| Total Shareholders' equity | 11,976 | 19,192 | 36,801 |
| Non-current liabilities | |||
| Employee benefits | - | - | 18 |
| Deferred tax liabilities | - | - | 268 |
| Total Non-current liabilities | - | - | 286 |
| Current liabilities | |||
| Trade payables | 199 | 148 | 522 |
| Taxes payable | 40 | 93 | 402 |
| Other items to be paid | 1,521 | 1,995 | 3,068 |
| Liabilities held for sale | - | 758 | 1,523 |
| Total Current liabilities | 1,760 | 2,994 | 5,515 |
| Total Equity and liabilities | 13,736 | 22,186 | 42,602 |
| 2011 | 2010 | |
|---|---|---|
| 01-01 to 30-06 | 01-01 to 30-06 | |
| Cash flow from operating activities | ||
| Receipts from customers | 419 | 19,155 |
| Payments to suppliers and employees | (1,963) | (12,642) |
| Net cash flow from business operations | (1,544) | 6,513 |
| Interest received | 541 | 253 |
| Tax paid on profits | - | (1,749) |
| Cash flow from other operating activities | 541 | (1,496) |
| Net cash flow from operating activities | (1,003) | 5,017 |
| Cash flow from investing activities | ||
| Investments in intangible assets | - | (6) |
| Investments in property, plant and equipment | - | (140) |
| Divestments of subsidiaries | 10,392 | - |
| Net cash flow from investing activities | 10,392 | (146) |
| Cash flow from financing activities | ||
| Dividend paid | (7,422) | (23,195) |
| Net cash flow from financing activities | (7,422) | (23,195) |
| Net increase/decrease in cash and cash equivalents | 1,967 | (18,324) |
| Cash and cash equivalents at 1 January | 10,712 | 35,158 |
| Cash and cash equivalents held for sale | - | (19) |
| Cash and cash equivalents at 30 June | 12,679 | 16,815 |
| Paid-up and | Shares | Profit for the | |||||
|---|---|---|---|---|---|---|---|
| called-up | Share | in | Retained | Total other | financial | ||
| share capital | premium | treasury | earnings | reserves | period | Total | |
| Balance at 31 December 2009 | 1,208 | 35,053 | (2,496) | 9,995 | 7,499 | 11,049 | 54,809 |
| Total comprehensive income for | |||||||
| the financial period | |||||||
| Profit for the first half-year 2010 | - | - | - | - | - | 5,715 | 5,715 |
| Appropriation of 2009 result | - | - | - | 11,049 | 11,049 | (11,049) | - |
| Total comprehensive income | |||||||
| for the financial period | - | - | - | 11,049 | 11,049 | (5,334) | 5,715 |
| Transactions with shareholders | |||||||
| in equity | |||||||
| Dividend payment 2009 | - | - | - | (6,031) | (6,031) | - | (6,031) |
| Special dividend payment | - | (2,680) | - | (14,484) | (14,484) | - | (17,164) |
| Cost of share ownership plan | - | - | - | (529) | (529) | - | (529) |
| Total transactions with | |||||||
| shareholders | - | (2,680) | - | (21,044) | (21,044) | - | (23,724) |
| Balance at 30 June 2010 | 1,208 | 32,373 | (2,496) | - | (2,496) | 5,715 | 36,800 |
| Total comprehensive income | |||||||
| for the financial period | |||||||
| Profit for the second half-year 2010 | - | - | - | - | - | 7,906 | 7,906 |
| Total comprehensive income | |||||||
| for the financial period | - | - | - | - | - | 7,906 | 7,906 |
| Transactions with shareholders in equity |
|||||||
| Interim dividend 2010 | - | (5,026) | - | - | - | - | (5,026) |
| Dividend in relation to | |||||||
| sale Allergy Division | - | (20,489) | - | - | - | - | (20,489) |
| Special dividend (correction) | - | (2,496) | - | 2,496 | 2,496 | - | - |
| Total transactions with | |||||||
| shareholders | - | (28,011) | - | 2,496 | 2,496 | - | (25,515) |
| Balance at 31 December 2010 | 1,208 | 4,362 | (2,496) | 2,496 | - | 13,621 | 19,191 |
| Paid-up and | Shares | Profit for the | |||||
|---|---|---|---|---|---|---|---|
| called-up | Share | in | Retained | Total other | financial | ||
| share capital | premium | treasury | earnings | reserves | period | Total | |
| Balance at 31 December 2010 | 1,208 | 4,362 | (2,496) | 2,496 | - | 13,621 | 19,191 |
| Total comprehensive income for | |||||||
| the financial period | |||||||
| Profit for the first half-year 2011 | - | - | - | - | - | 206 | 206 |
| Appropriation of 2010 result | - | - | - | 13,621 | 13,621 | (13,621) | - |
| Total comprehensive income | |||||||
| for the financial period | - | - | - | 13,621 | 13,621 | (13,415) | 206 |
| Transactions with shareholders | |||||||
| in equity | |||||||
| Dividend payment 2011 | - | - | - | (7,422) | (7,422) | - | (7,422) |
| Total transactions with | |||||||
| shareholders | - | - | - | (7,422) | (7,422) | - | (7,422) |
| Balance at 30 June 2011 | 1,208 | 4,362 | (2,496) | 8,695 | 6,199 | 206 | 11,975 |
The abridged consolidated interim financial statements for the first half-year 2011 of Fornix BioSciences N.V. (the "Company") includes the Company and its subsidiaries (together referred to as the "Group").
The abridged consolidated interim financial statements were prepared by the management board of directors of the Company (the "Board of Directors") and released for publication on 27 July 2011.
In 2010, the Group's subsidiaries Artu Biologicals Europe B.V., Artu Biologicals Onroerend Goed B.V., Artu Biologicals Deutschland GmbH & Co. KG and Artu Biologicals Deutschland Verwaltungs GmbH were sold. In addition, the Group sold the Medical Aids Division (Laprolan B.V.) as per January 1, 2011.
Given the solid track record as a listed company and its cash position, the option of a merger or (reverse) takeover is still considered to be the preferred option in the interest of all stakeholders of the Company.
Parallel to the divestments of Laprolan and Artu Biologicals Deutschland and considering alternatives in the context of a merger or (reverse) takeover, measures were taken to substantially reduce the overhead costs of the Company, given the reduced operational activities.
Based on the above, the Board of Directors prepared the abridged consolidated interim financial statements on a going concern basis. On the further implementation of the strategic options and hence the going concern basis, however, no certainty can be given at this moment. If a merger or reverse takeover does not appear to be feasible, it may be that the Company will need to resolve on its liquidation. However, liquidation can not take place before January 1 2012, because the Company has agreed upon this to the purchaser of Laprolan B.V.
The Company expects, based on its current financial situation, to have sufficient cash to be able to maintain the limited cost structure for the next two years.
The abridged consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), as adopted within the European Union, and the interpretations of the International Accounting Standards Board, hereinafter referred to as IFRS. The abridged consolidated interim financial statements have been prepared in accordance with IAS 34 "Interim Financial Reporting".
The abridged consolidated interim financial statements are presented in thousands of euro"s, unless stated otherwise.
For the year 2011 no important changes occurred with regard to the accounting principles of the Group, reference is made to the 2010 annual accounts for the principals of valuation and profit calculation.
The preparation of the abridged consolidated interim financial statements requires the Board of Directors of the Company to form judgements, estimates and assumptions that affect the application of accounting policies and the reported values of assets and liabilities and of income and expenses. The actual outcomes may differ from these estimates.
The Group"s activities can be specified by segment as follows:
| First half-year 2011 | First half-year 2010 | |
|---|---|---|
| Division Allergy | ||
| Income | - | 12,707 |
| Gross result | - | 11,429 |
| Other income | - | - |
| Sum of the costs 1) | - | 4,633 |
| Result from operating activities 1) | - | 6,796 |
| Total depreciation and amortisation | ||
| (intangible assets and property, plant and equipment) | - | 31 |
| Capital employed | ||
| (non-current assets and working capital) 2) | - | 6,012 |
| Total investments (intangible assets and property, plant and equipment) | - | 29 |
| Total liabilities | - | 1,304 |
| Number of employees (average FTEs) | - | 63.7 |
| Artu Biologicals Deutschland | ||
| Income | - | 954 |
| Gross result | - | 692 |
| Other income | - | - |
| Sum of the costs 1) | - | 827 |
| Result from operating activities 1) | - | (135) |
| Total depreciation and amortisation | ||
| (intangible assets and property, plant and equipment) | - | 55 |
| Capital employed | ||
| (non-current assets and working capital) 2) | - | 2,692 |
| Total investments (intangible assets and property, plant and equipment) | - | 91 |
| Total liabilities | - | 865 |
| Number of employees (average FTEs) | - | 11.8 |
| Division Medical Aids | ||
| Income | - | 4,108 |
| Gross result | - | 2,327 |
| Other income | - | - |
| Sum of the costs 1) | - | 1,259 |
| Result from operating activities 1) | - | 1,068 |
| Total depreciation and amortisation | ||
| (intangible assets and property, plant and equipment) | - | 55 |
| Capital employed | ||
| 2) (non-current assets and working capital) |
- | 13,731 |
| Total investments (intangible assets and property, plant and equipment) | - | 18 |
| Total liabilities | - | 634 |
| Number of employees (average FTEs) | - | 15.2 |
| Elimination | ||
| Income | - | (152) |
| First half-year 2011 | First half-year 2010 | |
|---|---|---|
| Other | ||
| Income | - | - |
| Gross result | - | - |
| Other income | 778 | - |
| Sum of the costs 1) | 838 | 578 |
| Result from operating activities 1) | (60) | (578) |
| Total depreciation and amortisation | ||
| (intangible assets and property, plant and equipment) | 48 | 62 |
| Capital employed | ||
| 2) (non-current assets and working capital) |
380 | 382 |
| Total investments (intangible assets and property, plant and equipment) | - | 358 |
| Total liabilities | 1,760 | 2,779 |
| Number of employees (average FTEs) | - | 11.2 |
| Total | ||
| Income | - | 17,617 |
| Gross result | - | 14,448 |
| Other income | 778 | - |
| Sum of the costs 1) | 838 | 7,297 |
| Result from operating activities 1) | (60) | 7,151 |
| Total depreciation and amortisation | ||
| (intangible assets and property, plant and equipment) | 48 | 203 |
| Capital employed | ||
| 2) (non-current assets and working capital) |
380 | 22,817 |
| Total investments (intangible assets and property, plant and equipment) | - | 496 |
| Total liabilities | 1,760 | 5,582 |
| Number of employees (average FTEs) | - | 101,9 |
In the abridged consolidated income statement the comparative figures for the first half of 2010 under the heading of discontinued operations reflects the results of the Allergy Division (sold as per July 5, 2010); Artu Biologicals Deutschland (sold as per December 30, 2010) and the Division Medical Aids (Laprolan B.V.) (sold as per January 1, 2011).
In accordance with IFRS 5 "Non-current assets/liabilities held for sale and discontinued operations", the assets and the liabilities of the sold entities can be specified as follows:
| 30 June 2011 | 30 June 2010 | |
|---|---|---|
| Assets held for sale | ||
| Intangible assets | - | 16 |
| Property, plant and equipment | - | 1,264 |
| Inventories | - | 2,637 |
| Trade and other receivables | - | 3,255 |
| Cash and cash equivalents | - | 19 |
| - | 7,191 | |
| Liabilities held for sale | ||
| Non-current liabilities | - | 75 |
| Trade and other payables | - | 1,448 |
| - | 2,783 | |
| 8 Other Income |
||
| 30 June 2011 | 30 June 2010 | |
| Additional gain on sale Medical Aids Division (Laprolan B.V.) | 361 | - |
| Other income | 417 | - |
| 778 |
A total of € 39 tax on profits is to be received on the result of the first half-year of 2011 (first half-year of 2010: € 1,772 payable). As of 30 June 2011, € 34 tax on profits is payable (end of June 2010: € 200 payable.
All companies are part of the Fornix BioSciences N.V. fiscal unity. The applicable tax rate amounts to 20.0% for the first halfyear of 2011.
| The tax on profit receivable can be specified as follows: | ||
|---|---|---|
| Tax on profit for the first-half year 2011 | 33 | |
| Less: participation exemption | (72) | |
| On balance: tax on profits receivable | 39 | |
| 10 Ordinary earnings per share and diluted earnings per share | ||
| First half-year 2011 | First half-year 2010 | |
| Ordinary earnings per share | ||
| Profit after taxation | 206 | 5,715 |
| Weighted average number of ordinary shares (x 1,000) | 7,732 | 7,732 |
| Ordinary earnings per share (in €) | 0.03 | 0.74 |
| Diluted earnings per share | ||
| Profit after taxation | 206 | 5,715 |
| Weighted average number of shares for the calculation | ||
| of the diluted earnings per share (x 1,000) | 7,732 | 7,732 |
| Diluted earnings per share (in €) | 0.03 | 0.74 |
In April 2011 the interim dividend 2011,for an amount of € 7,422 was settled. The interim dividend was paid fully in cash. The dividend tax was paid in June 2011.
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