Quarterly Report • Oct 2, 2013
Quarterly Report
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Xanthus Holdings p.l.c. 168 St. Christopher Street Valetta VLT1467 / Malta
Interim Consolidated Financial Statements
for the period from 1 January to 30 June 2013
Page
| Interim Consolidated Statement of Financial Position as of 30 June 2013 | 1 |
|---|---|
| Interim Consolidated Income Statement for the period 1 January to 30 June 2013 | 3 |
| Interim Consolidated Statement of Comprehensive Income for the period 1 January to 30 June 2013 |
4 |
| Interim Consolidated Cash Flow Statement for the period 1 January to 30 June 2013 | 5 |
| Interim Consolidated Statement of Changes in Shareholders' Equity for the period 1 January to 30 June 2013 |
6 |
| Condensed Notes to the Interim Consolidated Financial Statements as of 30 June 2013 | 7 – 17 |
| Notes | 30 June 2013 kEUR |
31 December 2012 kEUR |
||
|---|---|---|---|---|
| A. Non-current assets | ||||
| I. Intangible assets |
6 | 97 | 121 | |
| II. Loans |
7 | 0 | 552 | |
| III. Other financial assets | 9 | 0 | 9.458 | |
| Total non-current assets | 97 | 10.131 | ||
| B. | Current assets | |||
| I. Loans |
7 | 3.256 | 2.566 | |
| II. Other investments |
8 | 2.660 | 2.973 | |
| III. Other financial assets | 9 | 9.635 | 0 | |
| IV. Cash and cash equivalents | 10 | 16 | 17 | |
| Total current assets | 15.567 | 5.556 | ||
| Total assets | 15.664 | 15.687 |
| Notes | 30 June 2013 kEUR |
31 December 2012 kEUR |
|
|---|---|---|---|
| A. Shareholders' equity | 11 | ||
| I. Common stock II. Accumulated amounts recognised directly in equity |
19.758 | 19.758 | |
| relating to currency translation adjustments | -129 | -130 | |
| III. Accumulated losses | -5.084 | -4.502 | |
| Total shareholders' equity | 14.545 | 15.126 | |
| B. Liabilities | |||
| I. Financial liabilities due to banks (short-term) |
12 | 0 | 480 |
| II. Trade payables |
15 | 12 | |
| III. Liabilities due to related parties | 13 | 1.024 | 0 |
| IV. Provisions | 14 | 80 | 69 |
| Total liabilities | 1.119 | 561 | |
| Total shareholders' equity and liabilities | 15.664 | 15.687 |
| Notes | 1 January 2013 to 30 June 2013 kEUR |
1 January 2012 to 30 June 2012 kEUR |
|
|---|---|---|---|
| Continuing operations | |||
| Investment revenues | |||
| Interest income | 15 | 315 | 153 |
| Other business related income | 15 | 26 | 331 |
| Total investment revenues | 341 | 484 | |
| Investment costs | |||
| Management fees | -427 | -391 | |
| Interest expenses | -17 | -15 | |
| Loss from fair value valuation of assets and liabilities | 8 | -312 | -458 |
| Loss on disposal of investments | 0 | -185 | |
| Impairment loss on assets | 0 | -14 | |
| Amortisation and impairment on film rights | 6 | -24 | -331 |
| Other business related fees | -143 | -85 | |
| Total investment costs | -923 | -1.479 | |
| Loss before taxes | -582 | -995 | |
| Income Taxes | 0 | 0 | |
| Loss for the period | -582 | -995 | |
| Basic and diluted earnings per share | 16 | -0,03 | -0,05 |
| Notes | 1 January 2013 to 30 June 2013 kEUR |
1 January 2012 to 30 June 2012 kEUR |
|
|---|---|---|---|
| Loss for the period | 16 | -582 | -995 |
| Other comprehensive Income | |||
| Unrealised gains (losses) from currency translation adjustments, net of tax |
1 | 16 | |
| Other comprehensive income (loss) | 1 | 16 | |
| Total comprehensive income (loss) | -581 | -979 | |
| thereof loss attributable to shareholders' of the parent |
-581 | -979 |
| Share capital | Accumulated losses |
Foreign currency translation adjustment s |
Total shareholders' equity |
||
|---|---|---|---|---|---|
| Shares thousands |
Amount kEUR |
Amount kEUR |
Amount kEUR |
Amount kEUR |
|
| Balance 1 January 2012 | 19.758 | 19.758 | -2.190 | -19 | 17.549 |
| Loss for the period | -995 | -995 | |||
| Other comprehensive loss, net of tax | 16 | 16 | |||
| Total comprehensive loss | - | - | -995 | 16 | -979 |
| Balance 30 June 2012 | 19.758 | 19.758 | -3.185 | -3 | 16.570 |
| Balance 1 January 2013 | 19.758 | 19.758 | -4.502 | -130 | 15.126 |
| Loss for the period | -582 | -582 |
| Notes | 1 January 2013 to 30 June 2013 kEUR |
1 January 2012 to 30 June 2012 kEUR |
|
|---|---|---|---|
| Operating activities: | 20 | ||
| Loss for the period | -582 | -995 | |
| Adjustments: | |||
| Loss from valuation of financial assets | 312 | 803 | |
| Loss (gain) on disposal of investments/subsidaries | - | 185 | |
| Other non cash income and expenses | -289 | -136 | |
| Interest expenses recognised in profit and loss | 17 | 15 | |
| Movements in working capital: | |||
| Change in assets, provisons and other payables from operating activities | 14 | -348 | |
| Interests paid | -5 | -15 | |
| Cash flow used for operating activities | -533 | -491 | |
| Investing activities: | |||
| Proceeds from sale of shares in investments | - | 784 | |
| Cash flow from investing activities | 0 | 784 | |
| Financing activities: | |||
| Proceeds from related party loans | 19 | 1.012 | - |
| Redemption of shareholder loans | 0 | -81 | |
| Cash flow from/used for financing activities | 1.012 | -81 | |
| Increase in cash and cash equivalents | 479 | 212 | |
| Opening balance of cash and cash equivalents | 20 | -463 | -999 |
| Closing balance of cash and cash equivalents | 16 | -787 |
Xanthus Holdings p.l.c., Malta, ("the Company") is a limited liability company incorporated on 21 March 2011 in Malta with a financial year end as of 31 December of each financial year.
The Company is registered with the Registry of Companies in Malta, registration number C 52332 with its registered office at 168, St. Christopher Street, Valletta, VLT1467, Malta.
The principle activity of Xanthus Holdings p.l.c. is one of investments, which includes the holding of shares in Xanthus Spec 1 Limited, in such a manner as the Board of Directors may deem fit and the granting/advancing of money, and to give credit on such terms that the Company deems appropriate.
After the Frankfurt Stock Exchange surprised with their announcement in 2012 to close down their Open Market Segment, through which the Company would have lost its listing, the Company was successful in being upgraded into the Entry Standard.
The financial crisis as well as a general weak economic environment led to an under-performance of a larger investment. Together with a generally weak stock market, the share price lost substantial ground and trade deep below the NAV.
The Company plans to collect the outstanding and due loans and purchase prices in 2013 and 2014.
For the Interim Consolidated Financial Statements the Company has applied all relevant new and revised IFRSs as adopted by the EU as far as they were effective for annual periods commencing on 1 January 2013.
In June 2011, the IASB issued amendments to IAS 1 "Presentation of Financial Statements". These amendments require that the items listed under other comprehensive income be split into two categories, according to whether or not they will be recognised in the income statement in future periods (recycling). The amendments to IAS 1 are effective retrospectively for financial years beginning on or after 1 July 2012. The adoption of these amendments will result in some minor additional disclosures in the consolidated financial statements of Xanthus Holdings p.l.c., Malta.
In December 2011, the IASB issued extended disclosure requirements regarding offsetting rights in IFRS 7 "Financial Instruments: Disclosures." In addition to extended disclosures on offsetting activities actually carried out pursuant to IAS 32, disclosure requirements on existing rights to set off are introduced regardless of whether the offsetting under IAS 32 is actually carried out. The new requirements shall be applied retrospectively for financial years beginning on or after 1 January 2013.
The adoption of this amendment will result in some minor additional disclosures in the consolidated financial statements of Xanthus Holdings p.l.c., Malta.
In May 2011, the IASB issued this new standard and effective for periods beginning on, or after January 2013, this standard was designed to implement a new definition of control that determines which entities will be consolidated. An entity controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Furthermore, the standard introduces guidance on assessing whether an entity with decision making rights is a principle or an agent. The standard describes an agent as a party who has been engaged on behalf, and for the benefit, of another party (principle). This new standard is effective for financial years beginning on or after 1 January 2013. The adoption of this standard will not have a material impact on the consolidated financial positions and cash flows of Xanthus Holdings p.l.c., Malta.
IFRS 11 replaces IAS 31 Interests in Joint Venture. IFRS 11 deals with how a joint arrangement of which two or more parties have joint control should be classified. Under IFRS 11, joint arrangements are classified as joint operations or ventures, depending on the rights and obligations of the parties to the arrangements. In contrast, under IAS 31, there are three types of joint arrangements: jointly controlled entities, jointly controlled assets and jointly controlled operations. In addition joint ventures under IFRS 11 are required to be accounted for using the equity method of accounting, whereas jointly controlled entities under IAS 31 can be accounted for using the equity method of accounting or proportional consolidation. IFRS 13 is effective for financial years beginning on or after 1 January 2013. The adoption of this standard will not have a material impact on the consolidated financial positions and cash flows of Xanthus Holdings p.l.c., Malta.
This standard was issued by the IASB in May 2011. It requires extensive disclosures regarding an entities interest in subsidiaries, joint ventures, associates and unconsolidated structured entities in order to assist users of the financial statements to evaluate the nature and risk associated with its interest in other entities and the effects of those interests on its financial statements. This new standard is effective for financial years beginning on or after 1 January 2013. The adoption of this standard will not have a material impact on the presentation of the consolidated financial position and cash flows of Xanthus Holdings p.l.c., Malta, but the standard will impact the extent of disclosures required by the Company.
In May 2011, the IASB issued a new standard IFRS 13 "Fair Value Measurement." The IASB aimed to create a uniform, comprehensive standard for fair value measurement. This new standard provides guidance on how to measure at fair value when any other IFRS require the fair value measurement or a fair value disclosure. The standard creates a new definition of fair value which characterizes fair value as the selling price of an actual or hypothetical transaction between any independent market participants under normal market conditions on the reporting date. The standard is almost universally applicable, with the only exemptions for IAS 2 "Inventories", IAS 17 "Leases" and IFRS 2 "Sharebased Payment". While the scope of the guidance remains virtually unchanged for financial instruments, the guidance for other items (e.g., investment property, intangible assets, and property, plant and equipment) is now more comprehensively and more precisely defined. The established three-level fair value hierarchy has to be applied. Accordingly, the hierarchical level to which the asset or liability is assigned in its entirety (Level 1, Level 2 or Level 3) is determined based on the lowest input parameter in the fair value hierarchy. If measurement factors from different levels are used, the asset or liability is to be categorised in its entirety to the lowest level. The highest hierarchical level (Level 1) is assigned to inputs that are quoted prices in active markets and that the
entity can access at the measurement date. The second-highest hierarchical level (Level 2) is assigned to inputs that are observable either directly or indirectly or can be derived, other than quoted market prices included within Level 1. The lowest hierarchical level (Level 3) is assigned to assets or liabilities that do not have any observable inputs. IFRS 13 is effective for financial years beginning on or after 1 January 2013. The adoption of IFRS 13 results in additional disclosures in the consolidated financial statements of Xanthus Holdings p.l.c., Malta.
The IASB issued "Annual Improvements to IFRSs 2009 – 2011 Cycle" in May 2012, which amended five standards. When applied, the amendments will not have any material effects on in the consolidated financial statements of Xanthus Holdings p.l.c., Malta. The new requirements shall be applied retrospectively for financial years beginning on or after 1 January 2013.
For more information on standards, interpretations, and amendments that have been issued but not yet applied, as well as disclosures on the recognition and measurement of items in the statement of financial position and discretionary decisions and estimation uncertainties, please refer to the section on accounting policies in the notes to the consolidated financial statements of Xanthus Holdings p.l.c., Malta as of 31 December 2012.
The Interim Consolidated Financial Statements as of 30 June 2013 have been prepared in accordance with the International Financial Reporting Standards applicable to interim financial reporting as adopted by the EU. As permitted by International Accounting Standard 34 Interim Financial Reporting, the Board of Directors of the Company decided to publish a condensed version compared to the Consolidated Financial Statements as of 31 December 2012. All International Financial Reporting Standards applied by Xanthus Holdings p.l.c., Malta, have been adopted by the European Commission for use within the EU.
In the opinion of the Board of Directors of the Company, the Interim Consolidated Financial Statements as of 30 June 2013 include all adjustments to be applied on an on-going basis that are required to give a true and fair view of the results of operations, financial position and cash flows of the Xanthus Group.
The Company prepared Interim Consolidated Financial Statements for the period 1 January to 30 June 2013 referred to as the "Xanthus Group". As comparatives the Company disclosed the last year-period from 1 January to 30 June 2012.
The Interim Consolidated Financial Statements have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting based on historical cost, except for financial instruments which have been measured at fair value in accordance with the appropriate IAS. Historical cost is generally based on the fair value of the consideration given in exchange for assets.
The following financial components, in accordance with the fore mentioned reporting standard (IAS 34.8), have been prepared:
The Interim Consolidated Financial Statements have been prepared in Euro (EUR) as this is deemed the functional and reporting currency of the Company and Xanthus Group in accordance with IAS 21.9. In accordance with proper accounting practices rounding has been applied throughout to the nearest thousand (kEUR), therefore rounding differences may occur.
The Company applies the same accounting policies in its Interim Consolidated Financial Statements as were applied in its Consolidated Financial Statements as of 31 December 2012. The structure of the Statement of Financial Position follows the Current/Non-Current distinction, the classification in the Income Statement is based on the nature of expenses method (investment revenues and investment costs).
Please refer to the Notes to the Consolidated Financial Statements as of 31 December 2012 for detailed information about the accounting policies applied for the Xanthus Group (Note 3).
The Interim Consolidated Financial Statements as of 30 June 2013 have neither been audited nor reviewed.
The Board of Directors has, at the time of approving the Interim Consolidated Financial Statements, a reasonable expectation that the Company and the Xanthus Group have adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the Interim Consolidated Financial Statements.
There are no changes in the consolidation scope compared with 31 December 2012. That means, as of 30 June 2013, Xanthus Holdings p.l.c., Malta, held shares in the following entities:
| Proportion of | ||
|---|---|---|
| Entity | Place of incorporation | ownership interest % |
| Xanthus Spec 1 Limited | Malta | 100.0% |
| Xanthus Special Investment 1 Limited | Cayman Islands | 100.0% |
| North Wall Productions Limited | Cayman Islands | 100.0% |
IFRS 8 requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the Chief Executive in order to allocate resources to the segments, and to assess their performance.
The investment operations of the Xanthus Group are conducted on a global basis, i.e. without differentiating between segments, such as geographical regions, or investment activities. Thus there is only one reportable segment to the Company's business. The Board of Directors has determined this on the following basis:
The purpose of the Company is one of investment. The Company has two major sources of revenue, the first deriving from its ability to acquire and hold, buy and/or sell shares, stocks, bonds or securities of or in any other company and any movable or immovable property, and to invest the funds and assets of the Company in such a manner as the Board may deem fit. The second stream consists of interest obtained from the granting/advancing money and/or credit given to companies or partnerships, on such terms that the company deems appropriate.
Both of these are streams of income, however, for the purposes of internal and external segmental reporting it would be impractical to distinguish between the two, since the granting/advancing of money and/or credit is only given to companies in which the Xanthus Group invest. This, therefore, does not constitute a separable segment. Thus, additional detailed segment information cannot be provided for.
The Interim Consolidated Statement of Financial Positions as of 30 June 2013 discloses a total intangible asset balance of kEUR 97 (kEUR 121 as of 31 December 2012) consisting of film rights/royalties.
Xanthus Group bridged the finance gap of a third party U.S. film/movie production and has the right to receive certain revenue streams from the outcome of that film production.
These film rights are amortised using the "individual film forecast method". The movement of that intangible asset during the first six months of 2013 can be analysed as follows:
| kEUR | |
|---|---|
| Carrying amount at 31 December 2012 | 121 |
| Less: amortisation on film rights | -25 |
| Plus: exchange currency differences | 1 |
| Carrying amount at 30 June 2013 | 97 |
Xanthus Group granted several interest-bearing loans to selected entities on a short- and mid-term basis. In most cases, the loans were given to entities in which Xanthus Group is or was invested. The loans are carried at amortised costs using the effective interest method. As of 30 June 2013 they amounted to kEUR 3,256 (31 December 2012: kEUR 3,118). As of 30 June 2013, all of the loans had a remaining outstanding period of less than one year (at 31 December 2012: kEUR 552 had a remaining outstanding period of more than one year).
The following table summarizes the several types of securities which are shown as Other investments and valued at their fair values:
| 30 June 2013 |
31 Dec 2012 |
|
|---|---|---|
| kEUR | kEUR | |
| Listed equity securities | 1,301 | 1,614 |
| Unlisted equity securities | 1,359 | 1,359 |
| Total | 2,660 | 2,973 |
Listed equity investments are categorised as financial assets at fair value through profit or loss. At 30 June 2013 their fair value was derived from the quoted market price at the stock exchange resulting in a valuation loss of kEUR 312 (kEUR 458 in the period 1 January to 30 June 2012).
Unlisted equity instruments were categorised as financial assets available-for sale measured at cost because they do not have an active market and whose fair value cannot be reliably measured. Here, no changes occurred during the first six months ended 30 June 2013.
The Other financial assets (kEUR 9,635 as of 30 June 2013 and kEUR 9,458 as of 31 December 2012) represent the purchase price receivable from the sale of shares in MERLINCOUNTRY GmbH, Berlin, Germany, and its subsidiaries in 2011. This purchase was due for payment by 31 December 2012; however it is still outstanding and for interest calculation only a repayment by 30 June 2014 has been estimated.
As of 30 June 2013 and 31 December 2012 Cash and cash equivalents totalled kEUR 16 and kEUR 17, respectively.
As of 30 June 2013, Xanthus Holdings p.l.c., Malta, has an authorised capital of 80,000,000 ordinary shares of par value of EUR 1.00, which do not entitle the subscriber to a fixed profit. As of 30 June 2013 and 31 December 2012 a total of 19,757,762 ordinary shares were issued and fully paid in.
| Number of shares | Subscribed capital | |||
|---|---|---|---|---|
| 30 June 2013 | 31 Dec 2012 | 30 June 2013 | 31 Dec 2012 | |
| '000 | '000 | kEUR | kEUR | |
| Issued and fully paid capital: ordinary shares of par value |
||||
| EUR 1.00 | 19,758 | 19,758 | 19,758 | 19,758 |
In the period 1 January to 30 June 2013, Xanthus Group did not grant any share-based-payments.
As of 30 June 2013 Xanthus Group discloses short-term borrowings to banks (bank overdraft) at an amount of kEUR 0 (31 December 2012: kEUR 480). The outstanding amount at 31 December 2012 was redeemed in the first half of 2013.
As of 30 June 2013 Xanthus Group discloses short-term borrowings to related parties at an amount of kEUR 1,024 (31 December 2012: kEUR 0). We also refer to note 19 below.
As of 30 June 2013 and 31 December 2012, Xanthus Group discloses provisions of kEUR 80 and kEUR 69, respectively. They primarily consist of outstanding invoices from lawyers, consultants and other third parties. As of 30 June 2013, the reported provisions are short term by nature.
Xanthus Group recognised in the period 1 January to 30 June 2013 an interest income of kEUR 315 (kEUR 153 for the period 1 January to 30 June 2012), mainly due from the loans granted to other entities.
Other business related income (kEUR 26 in the period 1 January to 30 June 2013; kEUR 331 in the period 1 January to 30 June 2012) refers to the cash revenues received from the world-wide use of the capitalised film rights.
| 1 January - | 1 January - | |
|---|---|---|
| 30 June 2013 | 30 June 2012 | |
| EUR/Share | EUR/Share | |
| Total Earnings per Share | ||
| Basic Earnings per Share | -0.03 | -0.05 |
| Diluted Earnings per Share | -0.03 | -0.05 |
The calculation of the Earnings per Share is based on the following data:
| 1 January - 30 June 2013 kEUR |
1 January - 30 June 2012 kEUR |
|
|---|---|---|
| Net Profit attributable to Shareholders, pro rata on Continuing Operations |
-582 | -995 |
| Weighted Average Number of Shares, for Basic and Diluted Earnings per Share |
19,757,762 | 19,757,762 |
No diluted effects were comprised in the calculation of the diluted earnings per share, neither regarding the profit/loss for the interim periods 1 January to 30 June 2013 and 1 January to 30 June 2012, respectively, nor concerning the number of shares because non-such instruments were used by the entity. Therefore, there were no dilutive effects on the Earnings per Share.
The Xanthus Group is currently not involved in any legal claims.
In the interim period 1 January to 30 June 2013, the Board of Directors of the Company comprised the following persons:
In February 2013, Emanuel Kunz resigned from his position as Director, Claudio Morandi and Dr. Stefan Feuerstein were appointed as Directors and Dr. Stefan Feuerstein was appointed as Chairman of the Board of Directors, replacing Joerg Lemberg, who now is a regular Director of the Board.
Thomas Jacobsen is Secretary of the Company.
The Board of Directors did not receive any remuneration for the period.
According to IAS 24 "Related Party Disclosures" an entity is required to identify all relationships and transactions with related parties and individual persons, since the relationships can have an impact on net worth, financial and profit situation of the Xanthus Group.
Intergroup transactions, which are related parties in the sense of IAS 24, are eliminated in the preparation of Interim Consolidated Financial Statements of the Xanthus Group and will not be mentioned in this note. We refer to note 4 for the presentation of all subsidiaries.
As of 30 June 2013, DYVA Holding AG, Switzerland, held 55.37% of voting shares (31 December 2012: 55.37%), Xanthus Advisory AG, Zug, Switzerland, 0.10% (31 December 2012: 0.10%), and other shareholders' 44.53% (31 December 2011: 44.53%).
All members of the governing bodies of the Xanthus Group (Board of Directors) and their close family members are deemed to be related parties from the point of view of Xanthus Holdings p.l.c., Malta, in the sense used in IAS 24.
Xanthus Advisory AG, Zug, Switzerland, a former subsidiary of DYVA Holding AG, Zug, Switzerland, performed comprehensive financial, legal, tax and business services to the Xanthus Group till 30 June 2013. Therefore, a service level agreement was closed on 3 May 2011 between the involved entities. In accordance with that agreement, XANTHUS SPEC 1 LIMITED, Malta, compensated Xanthus Advisory AG, Zug, Switzerland, for its services by kEUR 375 for the period 1
January to 30 June 2013 (kEUR 391 for the period 1 January to 30 June 2012). As of 30 June 2013, no outstanding balances existed due to this transaction.
Valreco AG, Winterthur, Switzerland, a company controlled by Mr. Claudio Morandi, member of the Board of Directors of Xanthus Holdings p.l.c., Malta, entered into a new Service Level Agreement with XANTHUS SPEC 1 LIMITED to provide administration and management services. In accordance with that agreement, XANTHUS SPEC 1 LIMITED, Malta, compensated Valreco AG, Winterthur, Switzerland, for its services by kEUR 52 for the period 1 January to 30 June 2013 (kEUR 0 for the period 1 January to 30 June 2012). As of 30 June 2013, outstanding balances existed in the amount of kEUR 10, which is disclosed as provision in the Interim Consolidated Financial Statements as of 30 June 2013.
Joerg Lemberg, a member of the Board of Directors of Xanthus Holdings p.l.c., Malta, and also a member of the Board of Directors of Xanthus Spec 1 Limited, Malta, holds 75% of the shares in Merlin Holding GmbH, Berlin, Germany, which bought 94% of shares in MERLINCOUNTRY GmbH, Berlin, Germany, on 15 June 2011 from Xanthus Spec 1 Limited, Malta. The total nominal purchase price of kEUR 10,000 is due for payment by 31 December 2012. The respective negotiation with the debtor, represented by Xanthus Holding's former Chairman, Mr. Joerg Lemberg, had to be terminated by the Company without any result in February 2013. Since then, the Company is consistently evaluating its legal options and initiated first steps to secure its rights and protect its assets. For these negotiations incurred expenses in the amount of kEUR 13, these were recognised during the financial year 2012. The nominal purchase price amount of kEUR 10,000 bears a 6% interest rate since 1 July 2012, of which the Group recognised kEUR 300 during the financial year 2012. The receivable due from Merlin Holding GmbH is disclosed in the balance sheet as of 30 June 2013 as other financial asset in the current asset section (see also note 9). The Board of Directors considers it likely, that XANTHUS SPEC 1 LIMITED will have to initiate legal action against Merlin Holding GmbH, Berlin and its Managing Director, Mr. Frank Breuer and the ultimate owner Mr. Joerg Lemberg, in order to collect its receivables.
As of 30 June 2013, Xanthus Special Investment 1 Limited, Cayman Islands, discloses an outstanding loan issued to Duesseldorf Rheinblick GmbH, Berlin, Germany, a subsidiary of MERLINCOUNTRY GmbH, Berlin, Germany, at a nominal amount of EUR 2 million. This loan was due for repayment by 31 December 2012. The respective negotiation with the debtor, represented by Xanthus Holding's former Chairman, Mr. Joerg Lemberg, had to be terminated by the Company without any result in February 2013. Since then, the Company is consistently evaluating its legal options and initiated first steps to secure its rights and protect its assets. Nevertheless the Group expects the final repayment by the end of the financial year 2013. The amortised cost as per 30 June 2013 amounts to kEUR 3,256 (31 December 2012: kEUR 2,566). The Board of Directors considers it likely, that XANTHUS SPEC 1 LIMTED will have to initiate legal action against Düsseldorf Rheinblick GmbH, Berlin and its Managing Director, Mr. Frank Breuer, in order to collect its receivables.
BT Biofuels Europe GmbH, Berlin, one of the ultimate shareholders companys, granted Xanthus Spec 1 Ltd., Malta, a secured loan of nominal kEUR 150 with an interest rate of 8% p.a. The respective interest expense during the first half of 2013 amounted to kEUR 5 and is disclosed in the interim consolidated income statement for the period from 1 January to 30 June 2013. As of 30 June 2013 the outstanding liability amounted to kEUR 155 and is disclosed in the interim financial statements of position as liabilities due to related parties.
Jimmy Lee, Dubai, one of the ultimate shareholder`s, granted Xanthus Spec 1 Ltd., Malta, several secured loans in a total nominal amount of kEUR 862 with an interest rate of 8% p.a. The respective interest expense during the first half of 2013 amounted to kEUR 7 and is disclosed in the interim consolidated income statement for the period from 1 January to 30 June 2013. As of 30 June 2013 the
outstanding liability amounted to kEUR 869 and is disclosed in the interim financial statements of position as liabilities due to related parties.
The cash flows included in Investing and Financing activities are calculated on as-paid basis. The cash flows included in Operating Activities are determined indirectly starting from the earnings (loss for the period).
The closing balance of cash and cash equivalents in the Consolidated Cash Flow Statement comprises the following items from the Consolidated Statement of Financial Position:
| 30 June 2013 |
31 Dec 2012 |
|
|---|---|---|
| kEUR | kEUR | |
| Cash and cash equivalents | 16 | 17 |
| Financial liabilities due to banks (short-term) | 0 | -480 |
| Total | 16 | -463 |
Both interests received and taxes paid are included in operating activities. Interest received and paid are separate items in the interim consolidated statements of cash flows and can directly be taken from there. A breakdown of the tax payments can be seen in the following table.
| 1 January - 30 June 2013 kEUR |
1 January - 30 June 2012 kEUR |
|
|---|---|---|
| Taxes received | 0 | 0 |
| Taxes paid | 0 | 0 |
During the period 1 January to 30 June 2013, Xanthus Group did not enter into material non-cash investing and financing activities.
During the period 1 January to 30 June 2013 and 2012 no employees were engaged by Xanthus Group.
No reportable events occurred after 30 June 2013.
The Board of Directors of Xanthus Holdings p.l.c., Malta, has discussed and approved the Interim Consolidated Financial Statements for issue in accordance with IFRS on 27 September 2013.
In all conscience we assure, as representative for the Board of Directors of Xanthus Holdings p.l.c., Malta, that the Interim Consolidated Financial Statements for the period ended on 30 June 2013 in compliance with IFRS and give a true and fair view of the Xanthus Group's Net Assets, Financial Position, and Results of Operations.
Malta, 27 September 2013
Dr. Stefan Feuerstein Claudio Morandi
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