Financial Statements for the Year 2006/2007
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PHOENIX PIB Dutch Finance B.V. Financial statements for the year 2015/16 PHOENIX PIB Dutch Finance B.V. Contents Directors’ report 1 Balance sheet as at 31 January 2016 6 Statement of income for the year 2015/16 7 Cash flow statement for the year 2015/16 8 Notes to the 2015/16 financial statements 9 Other information 25 Independent auditor’s report 26 i PHOENIX PIB Dutch Finance B.V. Directors’ report The Board of Directors of PHOENIX PIB Dutch Finance B.V. (the “Company”) is pleased to present you its financial statements for the financial year ended 31 January 2016. All amounts in the directors’ report are stated in EUR 1,000, unless indicated otherwise. General information on the legal entity PHOENIX PIB Dutch Finance B.V., with its statutory seat and its office in Maarssen, the Netherlands, serves as a financing company for certain PHOENIX Group companies and was founded on 17 April 2013. PHOENIX PIB Dutch Finance B.V. is a wholly-owned subsidiary of PHOENIX PIB Dutch Holding B.V., Maarssen, the Netherlands and is ultimately owned by PHOENIX Pharmahandel GmbH & Co KG, Mannheim, Germany (“PHOENIX”). The Company is part of a fiscal unity for corporate income tax purposes together with the principal of the fiscal unity, PHOENIX PIB Dutch Holding B.V. and PHOENIX PIB Finance B.V., a wholly-owned subsidiary of PHOENIX PIB Dutch Holding B.V.. The Company recognizes its tax result in the financial statements. The taxable result is based on a draft advanced pricing agreement which is currently under discussion with Dutch tax authorities. It is expected that the tax authorities will sign the draft advanced pricing agreement without any (major) adjustments. Financial position as at balance sheet date and the statement of income during the financial year Due to the fact that the Company serves as financing company for the PHOENIX group companies the Company’s income relates to interest income from related parties. As the net financial result of the Company for the year 2015/16 was a gain of EUR 1,664 (2014/15: EUR 1,338) and the Company incurred EUR 99 (2014/15: 116) general and administrative expenses this resulted in an operating profit before taxation for the year 2015/16 of EUR 1,565 (2014/15: EUR 1,222). The company had a positive cash flow of EUR 36 (2014/15: 204 negative) mainly due to a withdrawal of loan facilities. The Company’s solvability remained on an equal level of 1.2% (2014/15: 1.2%), mainly as the two issued bonds and the related interest payable remained stable and as there were no large movements in the equity. The current ratio improved to 73.3% (2014/15: 28.3%) as the current assets increased due to higher interest receivables. Since the Company forms a fiscal unity together with PHOENIX PIB Dutch Holding B.V. and PHOENIX PIB Finance B.V., all deferred tax assets and/or liabilities are accounted for at the principal of the fiscal unity, PHOENIX PIB Dutch Holding B.V. Therefore there are no deferred tax assets or liabilities accounted in the financial statements of the Company. Tax assets and/or liabilities will be settled with tax authorities by PHOENIX PIB Dutch Holding B.V. and the current account is directly settled with Phoenix PIB Dutch Holding B.V. Corporate Governance The Board of Directors, which is responsible for the corporate governance structure of the Company, believes that the principles and best practice provisions of the Dutch Corporate Governance Code that are applicable, are interpreted by the Board of Directors and implemented. 1 PHOENIX PIB Dutch Finance B.V. Corporate Social Responsibility To ensure the effectiveness of the PHOENIX's commitment to Corporate Social Responsibility, the Company contributes to the economy in an ethical manner. This economic responsibility has two main aspects: long-term financing for PHOENIX and business ethics. The Company has influence in its relationships with both external (long-term financing) financers and PHOENIX. Business ethics for the Company mainly contain the compliance with fiscal requirements in cooperation with the tax authorities and ethical standards.. As of 1 January 2013, the Law ‘Wet Bestuur en Toezicht’, a new Management and Supervision Act came into effect. The new Act requires large-sized Legal entities to have a balanced composition of their Board of Directors in terms of gender, with at least 30% of the seats occupied by women and at least 30% by men. The current composition of the Board of Directors deviates from the above-mentioned percentages, since the board exists of 2 male directors. In order to achieve a balance between male and female members in the future, as soon as a vacancy occurs, and the suitability of the candidates is equal, a woman candidate is preferred. Finance As per 31 January 2016 the Company’s assets were for 97% (31 January 2015: 97%) financed by long-term financing with two issued bonds. These bonds with each a nominal value of EUR 300,000 have been issued during the fiscal year 2014/15 (30 July 2014) and during the fiscal year of 2013/14 (27 May 2013) respectively. Both bonds are listed on the EURO MTF, the non- regulated market operated by the Luxembourg Stock Exchange, and represent notes issued and guaranteed, jointly and severally by PHOENIX Pharmahandel GmbH & Co KG and certain of its subsidiaries. Going Concern The Company has a positive result and shareholder’s equity for the year 2015/16, but a negative working capital as per end of the fiscal year. Although the Company has a negative working capital as per 31 January 2016 we believe however that the going concern assumption is based on the refinancing measures taken and implemented by the PHOENIX Group. PHOENIX Pharmahandel GmbH & Co KG, as ultimate parent of the Company, is in compliance with debt covenants of its Syndicated Multicurrency Term Loan and Revolving Credit Facilities Agreement and will act as a guarantor for external debts when necessary. Also for upcoming years we expect positive results and cash flows, with the result that the Company’s management has prepared the PHOENIX PIB Dutch Finance B.V. financial statements on a going concern basis. Personnel The Company has 2 part-time directors (2014/15: 2) and 3 part-time employees (2014/15: 3). No significant change is expected for the year 2016/17. Risk management The risk management policies and procedures are key to ensure proper management of the Company. However the Company is a small company with 2 directors and 3 employees, all know and understand that risk management is an important process. The risk management system is embedded in the organization from the level of the directors to the operations and 2 PHOENIX PIB Dutch Finance B.V. finance department (soft controls). All employees contribute to identifying risks and the associated control measures. The Company analyses and controls its risks by dividing them into categories which are mentioned here below. The control measures are subsequently defined for each identified risk. Where possible, a qualitative description is included of the expected effectiveness of the measures taken. The Company has put measures in place for the majority of the risks and uncertainties identified. a) Operating activities In the conduct of its operating activities the Company enters into several financial instruments such as loan facilities and bonds. Due to the use of these instruments, the Company is among others exposed to interest rate risk. Interest rate risks exist as a result of potential changes in the market interest rate and may lead to fluctuations in interest payments of variable interest-bearing financial instruments. The Company estimates the interest rate risk as low as the interest on loan facilities to related parties as well as the interest rate on bonds are fixed. The interest rate on loan facilities to related parties bear an interest which is calculated by reference of the refinancing possibilities of the Company including a margin for administration and equity at risk in line with the draft advanced pricing agreement which is currently under discussion with Dutch tax authorities. As 3 PHOENIX PIB Dutch Finance B.V. the amounts of the loan facilities and bonds are in line with each and the interest rates correlate with each other, the interest rate risk is assessed as low. b) Strategy The Company’s main activities consists of (re-) financing of related parties. Management is therefore on regular basis in close contact with the PHOENIX’ board to anticipate on any changes in financing structure. Based on the long term financing contracts and based on management actions strategic risks are estimated as a low risk. c) Financial position In the conduct of its normal activities the Company enters into several financial instruments such as payables, cash balances with banks and bonds issued. Due to the use of these instruments, the Company is exposed to credit risk and liquidity risk. As per 31 January 2016 the Company’s assets were for 97% (31 January 2015: 97%) financed by long-term financing with two issued bonds for which the ultimate parent, PHOENIX Pharmahandel GmbH & Co KG, and certain of its subsidiaries are guarantors. This position is covered by two issued loans with similar due dates as the bonds, resulting in a reduced risks on the financial position of the Company. Credit risk represents the loss that would be recognised at the reporting date should counterparties fail to perform as contracted. As of 31 January 2016, the majority of the Company’s receivables represents amounts due from related parties. PHOENIX, as a beneficial owner of the Company, ensures that any PHOENIX Group Company can meet its contractual and other obligations to third parties under the guarantee structure.