LABORATORIOS FARMACÉUTICOS ROVI, S.A. AND SUBSIDIARIES - PDF

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LABORATORIOS FARMACÉUTICOS ROVI, S.A. AND SUBSIDIARIES Audit report, consolidated annual accounts and consolidated management report for the year ended 31 December 2009 This version of our report is a

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LABORATORIOS FARMACÉUTICOS ROVI, S.A. AND SUBSIDIARIES Audit report, consolidated annual accounts and consolidated management report for the year ended 31 December 2009 This version of our report is a free translation from the original, which was prepared in Spanish. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation AUDITOR S REPORT ON THE CONSOLIDATED ANNUAL ACCOUNTS To the shareholders of Laboratorios Farmacéuticos Rovi, S.A.: We have audited the consolidated annual accounts of Laboratorios Farmacéuticos Rovi, S.A. (Parent Company) and its subsidiaries (the Group) consisting of the consolidated balance sheet as at 31 December 2009, the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of changes in equity, the consolidated cash flow statement, and the related notes to the consolidated annual accounts for the year then ended, the preparation of which is the responsibility of the Directors of the Parent Company. Our responsibility is to express an opinion on the consolidated annual accounts taken as a whole, based on the work performed in accordance with auditing standards generally accepted in Spain, which require the examination, on a test basis, of evidence supporting the consolidated annual accounts and an evaluation of their overall presentation, the accounting principles applied and the estimates made. For comparative purposes and in accordance with Spanish Corporate Law, the Parent Company s Directors have presented for each item in the consolidated balance sheet, the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of changes in equity, the consolidated cash flow statement and the related notes to the consolidated annual accounts, the corresponding amounts for the previous year as well as the amounts for Our opinion refers solely to the 2009 consolidated annual accounts. On February 25, 2009, we issued our audit report on the consolidated annual accounts for 2008, in which we expressed an unqualified opinion. In our opinion, the accompanying consolidated annual accounts for 2009 present fairly, in all material respects, the consolidated equity and consolidated financial position of Laboratorios Farmacéuticos Rovi, S.A and its subsidiaries as at 31 December 2009 and the consolidated results of their operations, changes in consolidated net equity and consolidated cash flows for the year then ended, and contain all the information necessary for their interpretation and comprehension in accordance with International Financial Reporting Standards as adopted by the European Union, applied on a basis consistent with the preceding year. The accompanying consolidated Directors Report for 2009 contains the information that the Parent Company s Directors consider relevant to the Group s position, the evolution of its business and other matters and does not form an integral part of the consolidated annual accounts. We have verified that the accounting information contained in the aforementioned Directors Report coincides with that of the consolidated annual accounts for Our work as auditors is limited to checking the consolidated Directors Report within the scope already mentioned in this paragraph and it does not include a review of information other than that obtained from the accounting records of Laboratorios Farmacéuticos Rovi, S.A. and its subsidiaries. PricewaterhouseCoopers Auditores, S.L. Original in Spanish signed by Luis Sánchez Quintana Audit Partner February 23, 2010 Free translation of the consolidated annual accounts originally issued in Spanish and prepared in accordance with International Reporting Standards as adopted by the European Union. In the event of discrepancy, the Spanish version prevails LABORATORIOS FARMACÉUTICOS ROVI, S.A. AND SUBSIDIARIES Consolidated annual accounts and Consolidated management report at 31 December, 2009 Free translation of the consolidated annual accounts originally issued in Spanish and prepared in accordance with International Reporting Standards as adopted by the European Union. In the event of discrepancy, the Spanish version prevails CONSOLIDATED ANNUAL ACCOUNTS OF LABORATORIOS FARMACÉUTICOS ROVI, S.A. AND SUBSIDIARIES AT 31 DECEMBER, 2009 CONSOLIDATED BALANCE SHEET (Thousands of euros) At 31 December Note ASSETS Non-current assets Property, plant and equipment 6 32,539 29,817 Intangible assets Deferred tax assets Available-for-sale financial assets 10 2,090 5,002 Trade and other receivables 12 2,608 1,138 38,474 36,941 Current assets Inventories 11 30,390 25,816 Trade and other receivables 12 59,095 50,348 Current income tax assets ,351 Available-for-sale financial assets 10-1,809 Cash and cash equivalents 13 35,939 19, ,313 98,964 Total assets 164, ,905 Notes 1 to 34 and Appendix 1 are an integral part of these consolidated annual accounts. 1 Free translation of the consolidated annual accounts originally issued in Spanish and prepared in accordance with International Reporting Standards as adopted by the European Union. In the event of discrepancy, the Spanish version prevails CONSOLIDATED ANNUAL ACCOUNTS OF LABORATORIOS FARMACÉUTICOS ROVI, S.A. AND SUBSIDIARIES AT 31 DECEMBER, 2009 CONSOLIDATED BALANCE SHEET (Thousands of euros) At 31 December Note EQUITY Capital and reserves attributable to shareholders of the company Share capital 14 3,000 3,000 Legal reserve Treasury shares 15 (1,198) (2,602) Interim dividend 15 - (3,915) Retained earnings and voluntary reserves 15 64,741 48,251 Profit for the year 15 20,141 23,542 Reserve for available-for-sale assets 15 (79) (161) Total equity 87,205 68,715 LIABILITIES Non-current liabilities Borrowings 17 25,989 22,565 Deferred income tax liabilities 18 1, Non current deferred revenues 19 11,355 8,589 38,863 31,777 Current liabilities Trade and other payables 16 31,307 28,679 Borrowings 17 5,809 5,520 Current deferred revenues Provision for other liabilities and charges 20 1, ,719 35,413 Total liabilities 77,582 67,190 Total equity and liabilities 164, ,905 Notes 1 to 34 and Appendix 1 are an integral part of these consolidated annual accounts. 2 Free translation of the consolidated annual accounts originally issued in Spanish and prepared in accordance with International Reporting Standards as adopted by the European Union. In the event of discrepancy, the Spanish version prevails CONSOLIDATED ANNUAL ACCOUNTS OF LABORATORIOS FARMACÉUTICOS ROVI, S.A. AND SUBSIDIARIES AT 31 DECEMBER, 2009 CONSOLIDATED INCOME STATEMENT (Thousands of euros) Note Year ended at 31 December Revenue 5 y , ,544 Changes in inventories 4,848 4,942 Raw materials and consumables used (51,274) (40,255) Employee benefit expenses 22 (33,964) (33,495) Other operating expenses 23 (37,688) (33,583) Depreciation, amortization and impairment charges 6 y 7 (2,414) (1,501) Recognition of government grants on non financial non current assets and other 4,045 4,600 Other (losses)/gains net OPERATING PROFIT 25,524 28,320 Finance income ,411 Finance cost 25 (1,560) (1,573) FINANCING PROFIT 25 (1,094) (162) PROFIT BEFORE INCOME TAX 24,430 28,158 Income tax 26 (4,289) (4,616) PROFIT FOR THE YEAR 20,141 23,542 Earnings per share (basic and diluted) attributable to the shareholders of the Company (euros): - Basic and diluted Notes 1 to 34 and Appendix 1 are an integral part of these consolidated annual accounts. 3 Free translation of the consolidated annual accounts originally issued in Spanish and prepared in accordance with International Reporting Standards as adopted by the European Union. In the event of discrepancy, the Spanish version prevails CONSOLIDATED ANNUAL ACCOUNTS OF LABORATORIOS FARMACÉUTICOS ROVI, S.A. AND SUBSIDIARIES AT 31 DECEMBER, 2009 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (Thousands of euros) Year ended 31 December Note Profit for the year 20,141 23,542 Available-for-sale financial assets: Fair value gains/(losses) originating in the period 10 (163) (862) Reclassifications to income statement Tax effect (35) 95 Other comprehensive gains/(losses) 82 (224) Comprehensive income for the year 20,223 23,318 Notes 1 to 34 and Appendix 1 are an integral part of these consolidated annual accounts. 4 Free translation of the consolidated annual accounts originally issued in Spanish and prepared in accordance with International Reporting Standards as adopted by the European Union. In the event of discrepancy, the Spanish version prevails CONSOLIDATED ANNUAL ACCOUNTS OF LABORATORIOS FARMACÉUTICOS ROVI, S.A. AND SUBSIDIARIES AT 31 DECEMBER, 2009 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Thousands of euros) Retained earnings and voluntary reserves (Note 15) Reserve for available-for-sale assets (Note 15) Share capital (Note 14) Legal reserve (Note 15) Treasury shares (Note 15) Interim dividend (Note 15) Profit for the year (Note 15) TOTAL Balance at 1 January, , ,860 14, ,924 Total comprehensive profit for the year ,542 (224) 23,318 Acquisition of treasury shares (Note 15 d) - - (3,011) (3,011) Re-issuance of treasury shares (87) Share options granted to employees (Note 22) Transfer of 2007 profit ,401 (14,958) - - Interim dividend (3,915) (3,915) Balance at 31 December, , (2,602) (3,915) 48,251 23,542 (161) 68,715 Total comprehensive profit for the year , ,223 Acquisition of treasury shares (Note 15 d) - - (3,285) (3,285) Re-issuance of treasury shares - - 4,689-1, ,833 Transfer of 2008 profit ,915 19,627 (23,542) - - Dividends 2008 (Note 15 e) (4,325) - - (4,325) Dividends treasury shares (Note 15 c) Balance at 31 December, , (1,198) - 64,741 20,141 (79) 87,205 Notes 1 to 34 and Appendix 1 are an integral part of these consolidated annual accounts. 5 Free translation of the consolidated annual accounts originally issued in Spanish and prepared in accordance with International Reporting Standards as adopted by the European Union. In the event of discrepancy, the Spanish version prevails CONSOLIDATED ANNUAL ACCOUNTS OF LABORATORIOS FARMACÉUTICOS ROVI, S.A. AND SUBSIDIARIES AT 31 DECEMBER, 2009 CONSOLIDATED STATEMENT OF CASH FLOWS (Thousands of euros) Year ended 31 December Note Cash flows from operating activities Profit before income tax 24,430 28,158 Adjustments for non-monetary transactions: Amortization 6 y 7 2,414 1,501 Interest income 25 (466) (1,411) Available-for-sale financial asset impairment charge Gains on disposal of financial assets and liabilities - (126) Interest expense 25 1,280 1,030 Share-based payment expense Net changes on provisions 126 (52) Grant for non-financial fixed assets and distribution licence income (2,159) (1,947) Changes in working capital Trade and other receivables (6,442) (7,716) Inventories (4,574) (4,897) Trade and other payables 1,929 (355) Other collections and payments Proceeds from grants 19-5,431 Proceeds from distribution licences Interest paid (423) (418) Income tax cash flow (2,990) (7,347) Net cash generated (used) from operating activities 13,405 12,661 Cash flows from investing activities Sale of a subsidiary 1 3,453 - Purchases of intangible assets 7 (261) (25) Purchases of property, plant and equipment 6 (5,104) (9,714) Proceeds from sale of intangible assets 7-2 Purchases of available-for-sale financial assets 10 (2,176) (6,352) Proceeds from sale of available-for-sale financial assets 10 4,839 7,150 Purchases of other financial assets 12 (1,407) (589) Interest received 466 1,388 Net cash (used) generated in investing activities (190) (8,140) Cash flows from financing activities Repayments of borrowings (5,367) (2,815) Proceeds from borrowings 17 10,184 7,325 Purchase of treasury shares 15 d) (3,285) (3,011) Reissue of treasury shares 15 d) 5, Dividends paid 15 c) y e) (4,281) (3,915) Net cash generated in financing activities 3,084 (2,094) Net (decrease)/increase in cash and cash equivalents 16,299 2,427 Cash and cash equivalents at beginning of the year 13 19,640 17,213 Cash and cash equivalents at end of the year 13 35,939 19,640 Notes 1 to 34 and Appendix 1 are an integral part of these consolidated annual accounts. 6 Free translation of the consolidated annual accounts originally issued in Spanish and prepared in accordance with International Reporting Standards as adopted by the European Union. In the event of discrepancy, the Spanish version prevails. LABORATORIOS FARMACÉUTICOS ROVI, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS AS OF AND FOR THE YEAR ENDED 31 DECEMBER 2009 (Thousands of euros) 1. General Information Laboratorios Farmacéuticos Rovi, S.A. ( Rovi , the Parent Company or the Company ), the parent company of the Group, was incorporated as a public limited company ( sociedad anónima ) in Madrid on 21 December It is entered in the Companies Register of Madrid, sheet 1,179, folio 197 of volume 713 of Companies Book 283. The registered office of Laboratorios Farmacéuticos Rovi, S.A. is located at Julian Camarillo, 35, Madrid. Its head office is at the same address in Madrid. The Company s principal activity is the sale of its own pharmaceutical products and the distribution of other products for which it holds licences granted by other laboratories for specific periods, in accordance with the terms and conditions contained in the agreements entered into with said laboratories. Rovi is the parent of a pharmaceutical business group engaged in the production and sale of pharmaceutical products. The Group s main product is Bemiparin, a low molecular weight heparin, which is marketed in various countries. The shares of the Company are listed on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges and included in the Spanish Stock Exchange Interconnection System (Continuous Market) These consolidated annual accounts were formulated by the Board of Directors on 23 February, 2010 and are pending approval by the General Meeting of Shareholders. Nevertheless the Directors of the Company expect the annual accounts to be approved without any changes. Changes to the consolidated group On 22 December, 2009, Laboratorios Farmacéuticos Rovi S.A. sold its holding in Guerfal Inversiones, S.I.C.A.V., S.A. ( Guerfal ), which amounted to 77.35% of its share capital, to the companies La Parra del Soberal, S.A. and Beltrés, S.L., each of which acquired 50% of the holding that the company had owned in Guerfal. At the time of the sale transaction, Guerfal held treasury shares representing % of its share capital, which meant that Rovi s total direct and indirect holding in said company was %. Guerfal has been listed on the Mercado Alternativo Bursátil (MAB) Alternative Stock Market- since it was admitted to quotation on 2 March, The selling price of the Company s holding in Guerfal s capital was equivalent to its liquidation value the day prior to the day on which the sale took place, i.e. the price notified by Guerfal s management company at the end of said session, which was 10,468 thousand euros. The profit obtained on this disposal was 1,031 thousand euros. Guerfal had cash and cash equivalentes of 7,015 thousand euros at the time of the sale, the rest of its assets being valued at 3,453 thousand euros (1,558 thousand euros were deposits included in trade and other receivables and 1,895 thousand euros were available-for-sale financial assets ). Therefore, the net cash received by the Group was 3,453 euros. 7 Free translation of the consolidated annual accounts originally issued in Spanish and prepared in accordance with International Reporting Standards as adopted by the European Union. In the event of discrepancy, the Spanish version prevails. LABORATORIOS FARMACÉUTICOS ROVI, S.A. AND SUBSIDIARIES 2. Summary of Significant Accounting Policies The principal accounting policies applied in the preparation of these consolidated annual accounts are set out below. These policies have been consistently applied to all the years presented in these consolidated annual accounts Basis of presentation The consolidated annual accounts for the year 2009 (2008 figures have been included for comparative purposes) have been prepared under the International Financial Reporting Standards (IFRS) adopted by the European Union pursuant to the provisions in Regulation (EC) No. 1606/2002 of the European Parliament and of the Council of 19th July 2002, according to which all companies governed by the Law of a Member State of the European Union whose shares are listed on a regulated market of any of the member States must present their consolidated annual accounts for the years starting as from 1st January 2005 in accordance with the IFRS validated by the European Union. The consolidated annual accounts have been prepared under the historical cost convention, except for available-for-sale financial assets. The preparation of consolidated annual accounts in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated annual accounts are disclosed in Note New standards and amendments and interpretations of existing ones a) New standards and amendments applied by the Group For 2009, Rovi has applied the following standards and amendments to existing standards that have been endorsed by the European Union and came into force on 1 January, 2009: IAS 1 (revised) Presentation of financial statements. This revision requires that the statement of changes in equity should include only transactions performed with shareholders. Transactions with non-shareholder third parties that are recorded directly in the equity will be shown on the statement of comprehensive income for the year. The change to the standard allows entities to choose between presenting a single statement of comprehensive income or two statements: a statement showing the components of the income (a separate income statement) and a statement showing the other components of the comprehensive income (statement of comprehensive income). Rovi has elected to present an income statement and a statement of comprehensive income separately for the years 2009 and IFRS 8 Operating segments. IFRS 8 replaces IAS 14, Segment reporting and requires segment reporting to be presented on the same basis as Management uses for internal reporting purposes, i.e. segment reportng is presented in line with the internal information prepared and supplied to the chief operating decision maker in order to allocate resources and assess performance. Rovi has identified the Management Committee as the chief operating decision maker. 8 Free translation of the consolidated annual accounts originally issued in Spanish and prepared in accordance with International Reporting Standards as adopted by the European Union. In the event of discrepancy, the Spanish version prevails. LABORATORIOS FARMACÉUTICOS ROVI, S.A. AND SUBSIDIARIES IAS 23 (Amendment) Borrowing costs. This standard requires an entity to capitalize borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset (one that takes a substantial period of time to get ready for use or sale) as part of the cost of that asset. The option of immediately expensing those borrowing costs, applied by the Group until the present year, is removed. The amendment has no effect on the consolidated annual accounts at 31 December, 2009 because it applies only to qualifying assets the acquisition, construction or production of which commences after the date it enters into force (1 January, 2009). It will not, therefore, affect the investment that the Group has made in the G
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