EX-99.2 4 dex992.htm FINANCIAL STATEMENTS Financial Statements

EXHIBIT 99.2

UCB FD BIOPRODUCTS

(A DIVISION OF THE UCB GROUP)

UNAUDITED FINANCIAL STATEMENTS

AT NOVEMBER 30, 2004 AND FOR THE 11 MONTHS THEN ENDED


UCB FD BIOPRODUCTS

(A Division of the UCB Group)

BALANCE SHEET AT NOVEMBER 30, 2005—UNAUDITED

 

     Thousands of
Euros
 

ASSETS

  

Current assets:

  

Accounts receivable

   820  

Inventories:

  

Raw materials

   1.076  

Work-in-progress

   1.176  

Finished goods

   462  

Provisions

   (74 )
      
   2.640  
      

Total current assets

   3.460  
      

Property, plant and equipment:

  

Buildings

   94  

Machinery and installations

   1.495  

Furniture and fixtures

   24  

Other

   186  

Accumulated depreciation

   (680 )
      

Total property, plant and equipment

   1.119  
      

Total assets

   4.579  
      

LIABILITIES AND DIVISIONAL EQUITY

  

Current liabilities:

  

Accounts payable

   250  

Income tax payable

   1.206  

Accrued expenses

   250  
      

Total current liabilities

   1.706  
      

Divisional equity

   2.873  
      

Total liabilities and divisional equity

   4.579  
      

See accompanying notes to financial statements.

 

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UCB FD BIOPRODUCTS

(A Division of the UCB Group)

STATEMENT OF INCOME FOR THE PERIOD OF

11 MONTHS ENDED NOVEMBER 30, 2005—UNAUDITED

 

     Thousands of
Euros
 

Net sales

   6.638  

Cost of goods sold

   (2.705 )
      
   3.933  

Expenses:

  

Royalties

   (229 )

Distribution and selling

   (33 )

Administration

   (101 )

Other

   (23 )
      

Profit before income tax

   3.547  

Income tax provision

   (1.206 )
      

Net profit after income tax

   2.341  
      

See accompanying notes to financial statements.

 

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UCB FD BIOPRODUCTS

(A Division of the UCB Group)

STATEMENT OF DIVISIONAL EQUITY FOR THE PERIOD OF

11 MONTHS ENDED NOVEMBER 30, 2005—UNAUDITED

 

     Thousands of
Euros
 

Balance at January 1, 2005

   2.095  

Net profit for 2005

   2.341  

Owner’s investment

  

Refunds to the owner

   (1.563 )
      

Balance at November 30, 2005

   2.873  
      

See accompanying notes to financial statements.

 

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UCB FD BIOPRODUCTS

(A Division of the UCB Group)

STATEMENT OF CASH FLOWS FOR THE PERIOD OF

11 MONTHS ENDED NOVEMBER 30, 2005—UNAUDITED

 

     Thousands of
Euros
 

OPERATING ACTIVITIES

  

Profit after taxes

   2.341  

Adjustments to reconcile profit after taxes to net cash provided by operating activities:

  

Depreciation

   237  

Changes in operating assets and liabilities:

  

Accounts receivable

   (36 )

Inventories

   (1.184 )

Accounts payable

   272  
      

Net cash provided by operating activities

   1.630  
      

INVESTING ACTIVITIES

  

Purchase of property plant and equipment

   (67 )
      

Net cash used in investing activities

   (67 )

FINANCING ACTIVITIES

  

Refunds to the owner

   (1.563 )
      

Net cash used in financing activities

   (1.536 )
      

Net change in cash and cash equivalents

   —    

Cash and cash equivalent at beginning of year

   —    
      

Cash and cash equivalents at end of year

   —    
      

See accompanying notes to financial statements.

 

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UCB FD BIOPRODUCTS

(A Division of the UCB Group)

Notes to Financial Statements at November 30, 2005—Unaudited

1. Description of Business and Basis of Presentation

Description of business

UCB FD Bioproducts (hereinafter “the Company”) is a Division of the UCB Group. It produces and trades reactive tests (penzym and betastar) for food diagnostics. The manufacturing of these products implies payment of royalties (5% and 3% of the sales, respectively) to l´Université de Liege pursuant to an agreement that expires in 2010.

The Company is integrated by a specific segment of two legal entities, UCB Pharma, S.A. (Spain) and UCB Belgium. The Spanish legal entity manufactures the Company’s products, and sells them to the Belgian legal entity, who in turn resells them again to the Company’s only external customer: the CHR Hansen Group.

Basis of presentation

The accompanying financial statements reflect the financial position, operations and cash flows of the Company in accordance with generally accepted accounting principles in the United States, and include allocations of corporate expense from the UCB Group. For financial reporting purposes, the net intercompany financing activity of the Company has been accumulated into a single caption entitled “divisional equity.”

The specific assets, liabilities and operations of the Company have been carved out from the accounting records of the two legal entities mentioned above. All reciprocal balances have been eliminated.

The preparation of financial statements in conformity with according principles generally accepted in the United States requires management to make estimates and assumptions that affect reported amounts and related disclosures. Actual results could differ from those estimates.

2. Summary of Significant Accounting Policies

Inventories

Inventories are stated at the lower of average cost or net realizable value. Allowances to write-down the value of inventories are provided for on the basis of the estimated selling price, both when obsolete or slow-moving items are specifically identified or when they exceed certain turnover parameters.

 

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Property, plant and equipment

Property, plant and equipment are stated at cost, and are depreciated on the straight-line method, over the following estimated useful lives:

 

     Years

Buildings

   20

Machinery and installations

   7 – 14

Furniture and mixtures

   7

Others

   3-7

Income taxes

The operations of the Company are included in the income tax returns of the aforementioned legal entities. For financial reporting purposes, the Company has calculated the income tax expense attributable to its operations using the separate return method. Under this method, the Company has assumed that it is a separate taxpayer in each jurisdiction in which it conducts operations (Spain and Belgium).

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted rates expected to be applied to taxable income in the years that those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recognized to the extent that deferred tax assets (if any) are uncertain of realization.

Revenue recognition

Sales are recognized when goods are physically delivered to the only customer of the Company and supported by the corresponding non-conditional order. Discounts and rebates are deducted from the sales figures.

Expenses

Marketing costs, as well as expenditures referred to research and development activities, are debited to expenses when incurred.

3. Sales and Accounts Receivable

As stated in note 1 above, all sales are made (in euros) to a Belgian customer: the CHR Hansen Group. No allowance for doubtful accounts has ever been deemed necessary, given the historic experience and the current trend of collections.

 

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The Company has a distribution agreement with its only customer. Pursuant to the agreement, which expires on December 31, 2005, the customer is the sole distributor of the Company’s products in certain territories. In any case, the agreement is automatically renewed for successive periods of two years.

4. Divisional Equity and Corporate Allocations

Divisional equity reflects the net position of the Company with respect to the UCB Group (that is, the Company’s net assets value), and is also the accounting counterpart of financing movements (collections and payments) affecting the Company, since no balance of cash and cash equivalents is assigned to it.

Certain general and administrative costs and indirect overhead costs of the UCB Group are allocated to the Company for reporting purposes. These costs have been allocated based on an analysis of the components of the UCB Group’s expenses and the estimated percentage of each component attributable to the Company. Management believes that the methodology used to allocate expenses (mainly research and development and administration charges) is reasonable.

5. Income Taxes

No temporary differences exist at the beginning and the end of the year and, therefore, the income tax expense in the statement of income represents a current balance, and no deferred tax assets or liabilities exist.

General corporate income tax rates in Spain and Belgium in 2005 are 35% and 33%, respectively. Hence, the Company has directly applied an average rate (34 %) to its profit before taxes to estimate the 2005 income tax provision, since no significant tax credits nor permanent differences exist.

Income taxes paid totaled 934 thousand euros in 2005.

6. Other Information

The Company has no non-cancelable operating leases at November 30, 2005. Furthermore, no significant commitments or contingences exist at that date.

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