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SnowWorld N.V.

Annual Report Mar 10, 2011

3886_iss_2011-03-10_516c63b1-c470-4274-bd73-f3ec67e76b22.pdf

Annual Report

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APPENDIX TO PRESS RELEASE 10 MARCH 2011

Fornix BioSciences N.V.

CONSOLIDATED INCOME STATEMENT (all amounts x € 1,000)

for the financial year from 1 January 2010 to 31 December 2010 with comparative figures for the 2009 financial year

2010
Continued
business
activities
20101)
Discontinued
business
activities
2010
Total
2009
Continued
business
activities
20092)
Discontinued
business
activities
2009
Total
Income - 22,482 22,482 - 37,756 37,756
Cost of sales - 5,138 5,138 - 7,312 7,312
Gross result - 17,344 17,344 - 30,444 30,444
Other Income 189 12,400 12,589 235 31 266
Sales and distribution costs 23 846 869 19 1,445 1,464
Personnel costs 2,113 3,862 5,975 1,254 6,124 7,378
Travel expenses 129 712 841 160 1,133 1,293
Depreciation and amortisation 99 5,527 5,626 106 466 572
Accommodation costs 87 119 206 82 227 309
Research and development costs (4) 712 708 9 3,410 3,419
Quality control costs - 100 100 - 220 220
Production and warehouse costs - 92 92 - 130 130
General overheads (760) 2,965 2,205 (182) 3,456 3,274
Charged on to production and trading inventories - (618) (618) - (1,250) (1,250)
Sum of the costs 1,687 14,317 16,004 1,448 15,361 16,809
Result from operating activities (1,498) 15,427 13,929 (1,213) 15,114 13,901
Net financing income/expenses 647 (57) 590 917 (11) 906
Profit before taxation (851) 15,370 14,519 (296) 15,103 14,807
Tax on profits (431) 1,329 898 (75) 3,833 3,758
Profit for the financial year (420) 14,041 13,621 (221) 11,270 11,049
2010
Continued
business
activities
20101)
Discontinued
business
activities
2010
Total
2009
Continued
business
activities
20092)
Discontinued
business
activities
2009
Total
Attributable to:
Shareholders of the parent company
Minority interest
(420)
-
14,041
-
13,621
-
(221)
-
11,270
-
11,049
-
Profit for the financial year (420) 14,041 13,621 (221) 11,270 11,049
Ordinary earnings per share (in €)
Diluted earnings per share (in €)
(0.05)
(0.05)
1.81
1.81
1.76
1.76
(0.03)
(0.03)
1.46
1.46
1.43
1.43

1) The 2010 justified discontinued business activities are the result of the sale of the Allergy Division and Artu Biologicals Deutschland and the liquidated Artu Biologicals S.L. in 2010. The Medical Aids division (Laprolan B.V.) has been held as assets held for sale at the end of 2010 and also justified under discontinued business activities.

2) The figures of the Allergy division, Artu Biologicals Deutschland and the Medical Aids division (Laprolan B.V.) of the year 2009 are also justified under the discontinued business activities for comparing purposes.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the financial year from 1 January 2010 to 31 December 2010 with comparative figures for the 2009 financial year

2010 2010 1) 2010 2009 2009 2) 2009
Continued Discontinued Continued Discontinued
business business business business
activities activities Total activities activities Total
Profit for the financial year (420) 14,041 13,621 (221) 11,270 11,049
Other comprehensive income:
Income tax on other comprehensive income - - - - - -
Other comprehensive income for the
financial year, net of income tax - - - - - -
Total comprehensive income for the
financial year (420) 14,041 13,621 (221) 11,270 11,049
Attributable to:
Shareholders of the parent company (420) 14,041 13,621 (221) 11,270 11,049
Minority interest - - - - - -
Total comprehensive income for the
financial year (420) 14,041 13,621 (221) 11,270 11,049

1) The 2010 justified discontinued business activities are the result of the sale of the Allergy Division and Artu Biologicals Deutschland and the liquidated Artu Biologicals S.L. in 2010. The Medical Aids division (Laprolan B.V.) has been held as assets held for sale at the end of 2010 and also justified under discontinued business activities.

2) The figures of the Allergy division, Artu Biologicals Deutschland and the Medical Aids division (Laprolan B.V.) of the year 2009 are also justified under the discontinued business activities for comparing purposes.

CONSOLIDATED BALANCE SHEET

(before allocation of the result)

at 31 December 2010 with comparative figures as at 31 December 2009

31 December 2010 31 December 2009
ASSETS
Non-current assets
Intangible assets 5,880 13,307
Property, plant and equipment 504 3,135
Deferred tax assets 1 91
Total Non-current assets 6,385 16,533
Current assets
Inventories - 4,294
Trade and other receivables 1,234 5,206
Cash and cash equivalents 10,712 35,158
Assets held for sale 3,855 -
Total Current assets 15,801 44,658
Total Assets 22,186 61,191
EQUITY AND LIABILITIES
Shareholders' equity
Paid-up and called-up share capital 1,208 1,208
Share premium 4,362 35,053
Other reserves - 7,499
Profit for the financial year 13,621 11,049
Total Shareholders' equity attributable to shareholders
of the parent company 19,191 54,809
Minority interest 1 1
Total Shareholders' equity 19,192 54,810
Non-current liabilities
Employee benefits - 40
Deferred tax liabilities - 254
Total Non-current liabilities - 294
Current liabilities
Trade payables 148 1,316
Taxes payable 93 646
Other items to be paid 1,995 4,125
Liabilities held for sale 758 -
Total Current liabilities 2,994 6,087
Total Equity and liabilities 22,186 61,191

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Paid-up and
called-up
share capital
Share
premium
Shares
in
treasury
Retained
earnings
Total
other
reserves
Profit for the
financial
year
Total
Balance at 1 January 2009 1,157 32,896 (2,496) 10,090 7,594 10,265 51,912
Total comprehensive income
for the financial year
Profit for 2009 financial year - - - - - 11,049 11,049
Appropriation of 2008 result - - - 4,818 4,818 (4,818) -
Total comprehensive income
for the financial year - - - 4,818 4,818 6,231 11,049
Transactions with shareholders in equity
Dividend payment 2008 22 854 - - - (5,447) (4,571)
Interim dividend 2009 26 1,303 - (4,866) (4,866) - (3,537)
Issue of shares in the context
of the share ownership plan 3 - - - - - 3
Cost of share ownership plan 2009 - - - (47) (47) - (47)
Total transactions with shareholders 51 2,157 - (4,913) (4,913) (5,447) (8,152)
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 year
Profit for 2010 financial year - - - - - 13,621 13,621
Appropriation of 2009 result - - - 5,018 5,018 (5,018) -
Total comprehensive income
for the financial year - - - 5,018 5,018 8,603 13,621
Transactions with shareholders in equity
Dividend payment 2009 - - - - - (6,031) (6,031)
Super dividend payment 2010 1) - (5,176) - (11,989) (11,989) - (17,165)
Interim dividend 2010 2) - (25,515) - - - - (25,515)
Cost of share ownership plan 2010 - - - (528) (528) - (528)
Total transactions with shareholders - (30,691) - (12,517) (12,517) (6,031) (49,239)
Balance at 31 December 2010 1,208 4,362 (2,496) 2,496 - 13,621 19,191

1) Payment of the Super dividend is partially charged to the share premium reserve, the payment of interim dividend 2010 is entirely charged to the share premium reserve.

2) The interim-dividend consists of dividend related to 2010 operating profit for the first half year 2010 € 5.026 and the interim dividend equal to the calculated net proceeds from the sale of the Allergy Division € 20.489.

CONSOLIDATED CASH FLOW STATEMENT

for the financial year from 1 January 2010 to 31 December 2010 with comparative figures for the 2009 financial year

2010 2009
Cash flow from operating activities
Receipts from customers 24,121 40,920
Payments to suppliers and employees (18,389) (27,948)
Net cash flow from business operations 5,732 12,972
Interest received 333 1,906
Interest paid (25) (6)
Tax paid on profits (1,561) (3,226)
Grants received - 176
Net cash flow from other operating activities (1,253) (1,150)
Net cash flow from operating activities 4,479 11,822
Cash flow from investing activities
Investments in intangible assets (506) (10)
Investments in property, plant and equipment (162) (569)
Divestments of subsidiaries 20,591 -
Divestment in property, plant and equipment - 2
Net cash flow from investing activities 19,923 (577)
Cash flow from financing activities
Dividend paid (48,711) (8,108)
Net cash flow from financing activities (48,711) (8,108)
Net decrease/increase in cash and cash equivalents (24,309) 3,137
Cash and cash equivalents at 1 January 35,158 32,021
Transfer from divestments (95) -
Transfer from assets held for sale (42) -
Cash and cash equivalents at 31 December 10,712 35,158

Notes

1 General

The financial data as reported in this appendix to the press release are derived from the yet undetermined annual accounts of Fornix BioSciences N.V. (the "Company") but do not represent the full annual accounts. The Company"s consolidated annual accounts for 2010 include the Company and its subsidiaries (together referred to as the "Group").

The annual report and annual accounts were prepared by the Board of Directors and discussed in the Supervisory Board meeting of 7 March 2011 and will be submitted to the Annual General Meeting of shareholders for adoption on 13 May 2011. The auditors of Fornix BioSciences N.V. have issued an unqualified opinion on these annual accounts.

Publication of the full annual accounts 2010 will be available at the latest on 31 March 2011.

The annual accounts are not yet filed at The Dutch Trade Register.

2 Continuity

In 2010, the Group sold its subsidiaries, Artu Biologicals Europe B.V., Artu Biologicals Real Estate B.V., Artu Biologicals Deutschland GmbH & Co. KG and Artu Deutschland Verwaltungs GmbH. The Group also intends to dispose of its Medical Aids Division (Laprolan B.V.) in 2011.

As part of the Fornix BioSciences N.V. strategy review, other options will continue to be sought, such as a merger or reverse takeover of Fornix BioSciences N.V. Given the solid track record as a listed company and its liquidity position, a merger or reverse takeover is still seen as the preferred option in the interests of all the stakeholders of Fornix BioSciences N.V.

In parallel with the disposal of Laprolan and Artu Deutschland and the examination of alternatives in the context of a merger or reverse takeover, measures have been taken, in view of the reduced operational activities, to substantially reduce the overhead costs of Fornix BioSciences N.V. Because of Fornix BioSciences N.V."s strongly reduced infrastructure, the costs of seeking a merger or reverse takeover candidate will be significantly lower. This will relieve the urgency of finding a suitable candidate.

Taking the above into account, the Board of Directors has compiled the annual report on the basis of continuity. However, at the present moment, no certainty can be given concerning the outcome of the strategic options and, with these, the basis for continuity. In the event that the strategic options are not feasible, it is possible that Fornix BioSciences N.V. will take the course of liquidation. However if the sale of Laprolan B.V. is approved at the forthcoming extraordinary General Meeting of Shareholders on 30 March 2011, liquidation cannot take place before 1 January 2012 since Fornix BioSciences N.V. has made this commitment to the buyer.

Fornix BioSciences N.V. expects, based on its current financial situation, to have sufficient cash reserves at its disposal to continue with its limited cost apparatus in the coming two years.

3 Statement of compliance

The annual accounts 2010 have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and with Part 9 of Book 2 of the Netherlands Civil Code.

4 Basis of preparation

The consolidated annual accounts are presented in thousands of Euros. The Group reports according to IFRS. For the year 2010 no important changes occurred with regard to the accounting principles of the Group.

5 Use of estimates and judgements

The preparation of the annual accounts requires the management of the Company to form opinions and to make estimates and assumptions that influence the application of policies and the reported values of assets and liabilities and of income and expenses. The actual outcomes may differ from these estimates.

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